Aminex PLC

Annual Report & Accounts 2025

Aminex PLC

annual report 2025

Contents

Overview

Executive Chairman’s Statement

Business Review

Finance Review

Operations Review

Environmental, Social and Governance Responsibilities

Governance

Board of Directors

Directors’ Report

Additional Information for Shareholders

Corporate Governance

Directors’ Remuneration Report

Statement of Directors’ Responsibilities

Independent Auditor’s Report to the Members of Aminex PLC

Financial Statements

Group Income Statement

Group Statement of Other Comprehensive Income

Group and Company Balance Sheets

Group Statement of Changes in Equity

Company Statement of Changes in Equity

Group and Company Statements of Cashﬂows

Notes Forming Part of the Financial Statements

Additional Information

Senior Personnel

Registrars and Advisers

Glossary of terms used

Principal operating companies

Charles Santos and Brian Cassidy of Aminex, with representatives from PURA, TPDC and the Ministry of Energy

Aminex PLC

annual report 2025

Dear Shareholder,

In 2025, Aminex moved decisively from preparation

execution

Ntorya

the

most

signiﬁcant

step

the Company’s history.

After many years of technical

preparation, regulatory engagement, ﬁnancial restructuring,

and partnership building, Ntorya is now under construction.

The pipeline is being built, with pipe already on the ground.

Aminex is fully ﬁnanced through to ﬁrst gas on the project

and is positioned to transition from a development-stage

company into a revenue-generating gas producer with long-

term cash ﬂow potential. This inﬂection – from preparation

to delivery – fundamentally changes the proﬁle, outlook and

value proposition of the Company.

From Planning to Construction

The most signiﬁcant milestone during the year was the formal

entry of the Ntorya–Madimba pipeline into its construction

phase. The award of the Engineering, Procurement and

Construction contract marked the moment when planning

converted into a physical path to monetisation. Procurement

commenced immediately, long-lead items were secured, and

pipe has now been delivered and signiﬁcant construction

underway.

Civil

works

and

route

preparation

began

on schedule, with contractor mobilisation progressing

steadily. According to the Tanzania Petroleum Development

Corporation (“TPDC”), completion and commissioning of the

pipeline remain targeted for no later than September 2026.

The importance of this infrastructure cannot be overstated.

The

35km,

14-inch

pipeline

will

connect

Ntorya

the

Madimba Gas Processing Plant and onwards into Tanzania’s

national gas transmission system. It represents the ﬁnal critical

link required to begin the monetisation of Ntorya’s substantial

gas resources.

Once the pipeline is commissioned, the Ntorya-2 well is

expected to be brought into production, enabling ﬁrst gas

sales shortly thereafter. For Aminex, this will represent the ﬁrst

sustained revenue generation from Ntorya and the fulﬁlment

of a long-held strategic objective. It is the turning point from

development to commercialisation.

In parallel with pipeline construction, operational preparations

across the ﬁeld have advanced materially. The contracting

process for drilling the Chikumbi-1 well and undertaking the

workover of Ntorya-1 is imminent, with tenders evaluated and

necessary materials already in country. Civil works at well

pads and associated infrastructure have commenced. These

activities are designed to ensure that Ntorya-2, Ntorya-1 and

Chikumbi-1 are capable of delivering initial production of

approximately 60 MMcfd in the ﬁrst phase of development.

Each of these milestones brings us closer to ﬁrst gas – and

to revenue.

A National Strategic Project

Ntorya is not merely an operational development; it is a project

of national strategic importance.

The ﬁeld beneﬁts from a 25-year Development Licence and a

Gas Sales Agreement is already in place. It is potentially the

largest onshore gas development in Tanzania and is central

to the Government’s domestic gas strategy. Throughout

the year, the consistent support and engagement of the

Government of Tanzania, the Ministry of Energy, the TPDC

and the Petroleum Upstream Regulatory Authority (“PURA”)

have been instrumental in advancing the project.

The alignment between the authorities, the operator ARA

Petroleum Tanzania, and Aminex has enabled steady

progress

across

regulatory

approvals,

work

programme

endorsement and infrastructure development. The Tanzanian

Government has been clear in its desire to expedite domestic

gas production, recognising its importance for economic

growth, industrial expansion and improved living standards.

Ntorya is central both to Tanzania’s growth trajectory and to

Aminex’s future value creation.

Tanzania’s Energy Landscape

The scale of the Ntorya opportunity must be understood

within the context of Tanzania’s broader economic and

demographic trajectory.

Tanzania’s population is expected to double by 2050 to

approximately 140 million. Electricity demand is forecast to

grow robustly, with estimates of annual growth in the order of

10–15%. The industrial sector, including fertiliser production

and manufacturing, remains constrained by a lack of aﬀordable

and reliable energy. Domestic gas supply is therefore critical.

Tanzania is investing heavily in infrastructure to unlock its

energy potential. The expansion of processing capacity,

pipeline networks and power generation facilities reﬂects a

country intent on industrialisation. Gas is central to this strategy

— as a cleaner-burning fuel capable of supporting power

generation, industrial growth and agricultural development.

Ntorya is positioned to deliver reliable, domestic gas at

scale. It is not only a commercial asset; it is an enabler of

economic development.

A Phased Development with Long-Term Scale

Whilst the immediate focus is on the timely execution of the initial

phase, the long-term vision for Ntorya is considerably larger.

During the year, the operator submitted an updated Field

Development Plan incorporating the extensive results of

the 3D seismic campaign — the largest onshore seismic

acquisition

programme

undertaken

East

Africa.

The

enhanced subsurface understanding has allowed a more

granular mapping of the hydrocarbon pore volume and

supports a phased approach to development.

The development is envisaged in four stages:

•

Initial Phase: Production from Ntorya-2, Ntorya-1 and

Chikumbi-1 of up to 60 MMcfd.

•

First Phase: Drilling of three additional wells to increase

production to 140 MMcfd — the full capacity of the Ntorya–

Madimba pipeline.

•

Second Phase: Further development drilling to increase

production up to 280 MMcfd.

•

Third Phase: In-ﬁeld compression combined with additional

wells to maintain a plateau of 280 MMcfd.

At plateau, Ntorya has the potential to deliver 280 MMcfd

for 20 years or more. This multi-decade production proﬁle

positions the project not as a short-term opportunity but as a

long-term cash ﬂow engine capable of supporting sustained

corporate growth.

The phased approach also enables production to scale

alongside

demand

growth,

both

domestically

and

potentially regionally.

Executive Chairman’s Statement

Aminex PLC

annual report 2025

Near-Term Milestones and Value Progression

The path to revenue is now clearly deﬁned.

Key milestones over the coming 12 months include:

•

completion and commissioning of the

Ntorya–Madimba pipeline;

•

testing and hook-up of Ntorya-2;

•

drilling and completion of Chikumbi-1;

•

workover of Ntorya-1; and

•

commencement of gas production and revenue ﬂow.

Each of these steps progressively de-risks the project and

advances Aminex toward cash ﬂow generation. The transition

from construction to commissioning to production represents

a sequence of operational achievements that collectively

underpin and grow shareholder value.

Financial Discipline and Corporate Positioning

The progress achieved during 2025 has been underpinned by

disciplined ﬁnancial management.

The 2020 Ruvuma PSA Farm-Out continues to provide

a carry of up to US$35 million net to Aminex in respect of

development expenditure. This carry has been fundamental

in enabling the Company to advance Ntorya without placing

undue strain on shareholders.

In October 2025, the Board strengthened the balance sheet

further through a placing that raised nearly US$4 million

before expenses. Concurrently, outstanding borrowings were

converted into equity, leaving the Company debt free. Aminex

is therefore fully funded through to anticipated revenues from

ﬁrst gas.

Operating costs have been maintained at lean levels, although

some costs did increase in 2025, as described in the Finance

Review on page 4. Since 2020, management has signiﬁcantly

reduced general and administrative expenses while preserving

core capabilities. The Company is structured to be eﬃcient,

disciplined and focused on value creation.

Aminex is today:

•

carried through to ﬁrst gas and beyond;

•

debt free;

•

supported by a strong cornerstone investor;

•

partnered with a technically capable and well-capitalised

operator; and

•

aligned with a supportive and business-friendly

government.

This

repositioning

has

materially

de-risked

the

Company

compared to prior years. As with any major infrastructure

Executive Chairman’s Statement

continued

TPDC Managing Director, Mussa M. Makame and Minister for Energy, Hon.

Deogratius J. Ndejembi, at the inauguration of the Ntorya to Madimba pipeline

project, execution and schedule risks remain. We are managing

these through our experienced operator, robust alignment with

the Tanzanian authorities and the strong contractual framework

underpinning the development. We will keep shareholders

updated as we deliver against each milestone.

2026: Execution and Delivery

2026 will be a pivotal year — a year in which plans and

aspirations become operational realities.

With pipeline construction underway, materials on site

and

contractors

mobilised,

execution

risk

signiﬁcantly

diminishing. The approved work programme encompasses

infrastructure completion, upstream facility installation, drilling

operations and commissioning activities. Delivery is now the

central focus.

The narrative of Aminex is changing. It is no longer about

survival or restructuring. It is about execution, production

and growth.

Beyond First Gas

The transition from developer to producer is not merely

operational; it is strategic.

A producing asset provides ﬁnancial resilience, enhanced

credibility in capital markets and greater strategic ﬂexibility.

It enables long-term planning based on internally generated

cash ﬂow rather than external funding cycles.

Beyond ﬁrst gas, Aminex will evaluate options for further value

creation, including accelerated development phases, balance

sheet strengthening and potential selective reinvestment within

Tanzania. The Company retains additional licence interests

which will be reassessed once Ntorya revenues are established.

However, our immediate priority remains disciplined delivery of

the initial phase of the Ruvuma development.

A New Chapter

It is worth reﬂecting on the journey that has brought us here.

Over the past decade, Aminex has navigated commodity

price volatility, funding challenges, regulatory complexity and

operational delays. The progress achieved in 2025 is the result

of persistence, strategic planning, strong partnership and

disciplined ﬁnancial management.

We have turned the corner.

The foundations have been laid. Infrastructure is under

construction. Financial stability has been secured. The

pathway to production is clear. The opportunity ahead is

substantial and long-term.

I would like to extend my sincere thanks to our shareholders

for their continued conﬁdence, to our partner ARA Petroleum

Tanzania for its professional execution of the development

programme, and to the Government of Tanzania and its

agencies for their commitment to advancing this nationally

important project. I also thank the employees and advisers

of Aminex whose dedication and resilience have underpinned

the progress achieved this year.

I look forward to reporting to you next year as Ntorya moves

into production and Aminex completes its transition to a

producing gas company.

Yours sincerely,

Charles Santos

Executive Chairman

Aminex PLC

annual report 2025

Financial highlights

Financial highlights for 2025 include:

•

Share placing raised US$3.94 million before costs

•

Eclipse loan of US$1.60 million converted to equity

•

Payment of US$0.26 million of accrued taxes

•

US$28.42 million remaining of the Ruvuma PSA Farm-Out

agreement carry

•

Base running costs increased by 15%

The share placing in October 2025 (see Note 22) raised

US$3.94 million of cash and enabled conversion into equity

of the US$1.60 million loan from Eclipse Investments LLC

(“Eclipse”, a related party of the Group), leaving the Company

free of loans.

Payments of US$0.26 million were made during the year

for accrued taxes, under a payment plan agreed with the

Tanzania Revenue Authority (“TRA”) (see Note 25).

The Group had US$28.42 million remaining at the year-end

of the Ruvuma PSA Farm-Out agreement carry, whereby the

operator APT pays Aminex’s participating interest share of

cash calls up to this amount (equivalent to US$113.68 million

of gross expenditures), which is expected to be suﬃcient to

reach commercial production.

Base running costs, which excludes non-cash items and one-

oﬀ costs, increased by 15% compared to 2024 due to adverse

exchange rate movements and higher costs in several areas.

Your attention is drawn to the matters mentioned in the Going

Concern analysis on page 45.

Income statement

Revenue and Cost of sales

Group revenue from continuing operations was US$0.05 million

(2024: US$0.04 million) and was derived from oilﬁeld services,

comprising the provision of technical and administrative

services to joint operations. Cost of sales was US$0.06 million

(2024: US$0.05 million). Consequently, there was a gross loss

for the year of US$0.01 million (2024: US$0.01 million).

Administrative expenses

Group administrative expenses, net of costs capitalised against

projects, were US$1.85 million (2024: US$1.77 million). The

main elements of this were US$0.48 million (2024: US$0.44

million) for consulting costs, US$0.43 million (2024: US$0.34

million) for employment costs and US$0.33 million (2024:

US$0.24 million) for directors’ fees.

The increase in employment costs was due to weakening

of the US dollar against sterling and some staﬀ moving from

part-time to full-time.

The increase in directors’ fees was

mainly due to payment of bonuses to some directors. Other

movements included US$0.06 million (2024: US$ nil) of share

issue costs expensed, the overall eﬀect of the exchange rate

movement, and a US$0.22 million decrease in the share-

based payments charge.

Base running costs for the Group were US$1.83 million for

the year (US$1.66 million net of recharges), compared with

US$1.59 million for 2024 (US$1.46 million net of recharges),

an increase of 15%. The main elements of this increase are as

described in the paragraph above, but excluding the share-

based payments charge).

No share options were granted in the year (2024: 9 million).

The share-based payment charge for the year was US$0.04

million (2024: US$0.26 million) relating to options granted in

prior years.

Impairments

The Group recognised impairments during the year in its

producing assets, within property, plant and equipment

(“PP&E”) and exploration and evaluation (“E&E”) assets. The

Kiliwani North-1 well (“KN-1”), a producing asset (which was

fully impaired in 2021, mainly due to continued delays in

agreeing commercial terms), incurred an impairment charge

for the year of US$0.57 million for current year costs (2024:

US$1.48 million) (see Note 12).

Of this, US$0.28 million, was

for higher accrued decommissioning provision costs (see

Non-current liabilities below).

Nyuni Area Licence, an E&E asset, continues to be fully

impaired and a charge of US$0.46 million was recognised

in the year for current year costs (2024: US$1.94 million),

US$0.07 million due to higher accrued decommissioning

provision costs and the remainder being own costs for

administrative work and accrued licence maintenance costs

(training and licence fees). All expenditure on Nyuni continues

to be impaired immediately to the income statement upon

recognition following the full impairment of the Nyuni Area

Licence in 2018 (see Note 11).

The Group’s resulting net loss from operating activities was

US$2.89 million (2024: US$5.20 million).

The Group recognised

a total loss of US$1.56 million on the

fair value of warrants, at the time of issue in October and the

subsequent movement at 31 December. The warrants have

been classiﬁed as a derivative ﬁnancial liability, with the fair

value calculated using the Black-Scholes valuation method

(see Note 20).

Finance costs for the year were US$0.54 million (2024: US$0.15

million), comprised mainly of US$0.38 million for unwinding

of one year’s discount on the decommissioning liability and

US$0.10 million of accrued interest on the Eclipse loan.

The Group recognised no taxation charge for the year. The

Group’s loss before and after taxation for the year therefore

amounted to US$4.98 million (2024: US$5.30 million).

Balance sheet

Exploration and evaluation assets

The Mtwara Licence, part of the Ruvuma PSA, comprised all

of the E&E assets’ carrying value of US$39.06 million as at

31 December 2025 (2024: US$38.93 million). The increase

in the Mtwara Licence carrying value of US$0.13 million was

primarily due to the increase in the accrued present value of

decommissioning provision costs. In accordance with the

Finance Review

Calculation of base running costs

2025

2024

US$’000

Administrative expense (Income Statement)

1,850

1,769

less non-cash item: movement in provisions

(128)

(313)

Less one-oﬀ item: share issue costs expensed

(58)

Add back recharges to joint operations

162

132

Base running costs

1,826

1,588

Aminex PLC

annual report 2025

Group’s accounting policy, since completion of the Ruvuma

Farm-Out agreement with APT in October 2020, subsequent

expenditure is not recognised for the Group’s share of costs

that are carried by APT in relation to the Ruvuma PSA asset.

The Directors reviewed the remaining balance on the Ruvuma

PSA, incurred on the Mtwara Licence, and concluded that no

impairment was needed to the carrying value. This opinion

takes into account the US$35 million carry for the Group’s

share of capital expenditure on the Ruvuma asset, and the

planned development of the Ntorya Location under the Ntorya

Development Licence.

All E&E expenditures on the Nyuni Area PSA and Kiliwani

South continue to be impaired as incurred following the full

impairment of the assets in 2018 and 2021 respectively,

although there was no expenditure in 2025 on the latter.

Property, plant and equipment

Additions of US$0.57 million for the KN-1 well producing

asset, which included US$0.28 million for an increase in the

accrued present value of decommissioning provision costs,

were impaired following the decision in 2021 to fully impair

the asset. This decision was due to the continued absence of

a resolution on the commercial terms for the KNDL coupled

with the Group’s move towards a non-operator strategy,

meaning any development of the KN-1 well would likely only

be achieved after a farm-out by the Company.

Current assets

Current assets amounted to US$4.86 million (2024: US$2.61

million) including trade and other receivables of US$1.45

million (2024: US$1.48 million). The largest element of this is

US$1.03 million (2024: US$1.11 million) of amounts due from

partners in joint operations. Cash and cash equivalents as

at 31 December 2025 were US$3.41 million (2024: US$1.13

million), which includes US$0.62 million of cash held on behalf

of partners in joint operations.

Current liabilities

Total current liabilities were US$7.72 million at 31 December

2025 (2024: US$8.19 million).

Movements within individual categories included decreases

of US$0.38 million (to US$nil) in short term loans during the

year due to the conversion of

the Eclipse funding facility to

equity as part of the October share placement, US$0.25

million in amounts due to partners in joint operations and

US$0.23 million in withholding taxes payable due to payments

made during the year and an increase in accruals of US$0.29

million, mainly for licence and training fees.

Other payables increased by US$0.10 million due to a net

increase in tax provisions, for potential interest chargeable

on taxes provided. The balance includes US$0.62 million

(2024: US$0.87 million) payable to the Kiliwani North joint

operation partners for their proﬁt shares over Kiliwani North

past gas sales.

As disclosed in Note 25, a number of claims have been received

from the Tanzanian tax authorities. Provision has been made

for all amounts either ceded by Ndovu Resources Limited

(“NRL”) or where management determined the likelihood of

success through the objection or appeals process is unlikely.

However, until these claims are settled, it will remain unclear

whether NRL’s objections will be successful and therefore

the amount and timing of potential cash outﬂows remain

uncertain. This has contributed to current liabilities exceeding

current assets, but management are conﬁdent that this can

be managed satisfactorily over the coming year.

Non-current liabilities

Non-current liabilities consists of the US$6.57 million

decommissioning provision and a US$1.56 million derivative

ﬁnancial liability.

The decommissioning provision increased by US$0.84 million

to US$6.57 million at 31 December 2025 (2024: US$5.73

million) (see Note 19). Inﬂation increases to estimated costs

contributed US$0.45 million to the increase in the provision,

with US$0.39 million (2024: US$0.15 million) due to unwinding

of one year of discount of the decommissioning liability.

The derivative ﬁnancial liability represents the fair value of

the warrants issued to all participants in the October 2025

share placement (see Note 20).

Equity

Total equity has increased by US$0.47 million between 31

December 2024 and 31 December 2025 to US$28.08 million

(31 December 2024: US$27.61 million). The main elements of

this movement are an increase of US$5.35 million in share

capital due to the October share placement, oﬀset by an

increase in retained deﬁcit of US$4.98 million from the loss

for the year.

Cash Flows

Net cash outﬂows for the year due to operating activities was

US$2.13 million (2024: US$2.16 million). The majority of this

was comprised of administrative expenses and payments of

taxes.

Net cash outﬂows from investing activities amounted to

US$0.35 million (2024: US$0.26 million). This related to

expenditure on E&E and PP&E assets for continuing costs

on operated Tanzanian licence interests. No material

expenditures are incurred by the Group on the Ruvuma PSA

as joint operations expenditures are covered by the US$35

million carry since completion of the Farm-Out in 2020.

There was a US$4.82 million cash inﬂow from ﬁnancing

activities during the year (2024: US$0.45). This comprised

US$1.13 million drawn down from the Eclipse funding facility

(later converted to equity) and US$3.69 million, net of costs,

from the October share placement.

Net cash and cash equivalents for the year ended 31

December 2025 increased by US$2.29 million compared

with a decrease of US$1.91 million for the comparative

period. The balance of net cash and cash equivalents at 31

December 2025 was US$3.41 million (31 December 2024:

US$1.13 million).

Nigel Penney

Chief Financial Oﬃcer

Finance Review

continued

Operations Review

Aminex’s Tanzania Asset Portfolio

Aminex PLC

annual report 2025

Aminex PLC

annual report 2025

TANZANIA

Aminex made its initial investment in Tanzania in 2002. The

Company has demonstrated an ability to ﬁnd, appraise and

develop ﬁelds successfully from initial concept through to

production.

Aminex conducts its operations in Tanzania through its

wholly owned subsidiary, Ndovu Resources Limited,

with extensive and constructive relationships with local

stakeholders including the country’s national oil company,

the TPDC, and the upstream regulator, the Petroleum

Upstream Regulatory Authority (“PURA”).

Aminex, through Ndovu Resources, holds interests in three

licences in-country:

•

Ntorya Development Licence

•

Kiliwani North Development Licence

•

Nyuni Area PSA

Ntorya Development Licence

Participating interest

Amin

ex PLC

25%

ARA Petroleum Tanzania Limited (APT – Operator)

75%

Resource Summary – Ntorya Field

Gross Licence Basis (TCF)

P90

P50

P10

Gas initially in Place

1.99

3.45

4.70

Recoverable Resources

1.04

1.81

2.34

Source: APT – Ntorya Gas Field Development Plan 16 January 2025

Assumes no compression and excludes condensate volumes

The Ntorya Development Licence was originally awarded

to an Aminex consortium as the Ruvuma PSA in 2005 and

comprised two separate and adjacent licences - Lindi and

Mtwara. Located immediately to the north of the Mozambique

border and predominantly onshore, three wells have been

drilled to date; (i) Likonde-1 - drilled in 2010 and encountered

gas shows but was plugged and abandoned without testing,

(ii) Ntorya-1 (“NT-1”) - drilled in 2012 and tested gas at a

rate of 20 MMcfd with condensate from Cretaceous Aptian

sandstones and suspended for future production and (iii)

Ntorya-2 (“NT-2”) – drilled in 2017 as an appraisal well to NT-1,

tested gas at 17 MMcfd from the same Cretaceous reservoir

sandstones and was suspended for future production. Both

Lindi and Mtwara licences have subsequently expired with

the Company now holding a 25% interest in the Ntorya

Development Licence.

APT completed a farm-in in October 2020, acquiring both

a 75% interest in the project and operatorship from Aminex

and carries the Company through the ﬁrst US$35 million of

its share of forward costs. The carry, equivalent to US$140

million of gross ﬁeld expenditure, is expected to see the

Company though to potentially signiﬁcant gas production

with commensurate revenues.

Upon transfer of Operatorship, APT immediately started

planning the acquisition of 338 km2 of new 3D seismic over

the ﬁeld area. Acquisition of the 3D seismic was completed

late

2022

and

processing

undertaken

early

2023.

Interpretation of the data was completed in late 2023 and

revised in-place gas volumes were reported to the market in

February 2024. The seismic is of excellent quality and has been

used to reﬁne the extent of the Cretaceous Ntorya discovery.

Furthermore, considerable potential upside gas volumes for

both the Ntorya play and at other stratigraphic levels across

the licence area were both identiﬁed and quantiﬁed with the

Operator estimating Ntorya gas in place (P50) to be 3.45 TCF

with a P90 – P10 range of 1.99 – 4.70 TCF respectively.

A Gas Sales Agreement was signed in 2024 and a 25-year

(with provision for further extension) Development Licence,

for the Ntorya Gas Field, was granted in the same year. In

January 2025, APT submitted an updated ﬁeld development

plan (“FDP”) for the Ntorya Gas Field to reﬂect the results of

the 3D seismic interpretation.

Under the updated FDP, gas rates of up to 60 MMcfd will be

initially targeted through production from the NT-1, NT-2 and

the planned Chikumbi-1 (“CH-1”) wells. NT-2 is expected to

be available for production in late 3Q 2026 upon completion

and commissioning of the Ntorya to Madimba gas pipeline.

NT-1 requires a rig intervention workover, prior to being

brought onstream and CH-1 is anticipated to be drilled in 2H

2026, prior to a 2027 hook up to the production facilities. The

FDP anticipates a phased development, dependent upon

accessing new markets for the additional gas - increasing

the ﬁeld production rate within a 5-year period to initially

140 MMcfd and then to 280 MMcfd. This will be achieved

through a drilling campaign of up to 13 additional wells in the

coming decade.

TPDC launched a restricted tender for the selection of an

engineering, procurement and construction contractor for

the construction of the gas pipeline to Madimba in late 2024.

In July 2025, TPDC announced that the contract had been

awarded to China Petroleum Pipeline and China Petroleum

Technology & Development Corporation. In January 2026, we

Operations Review

continued

Aminex PLC

annual report 2025

announced that the pipe for the construction of the gas line

had arrived inﬁeld and the pipeline was formally inaugurated in

a ceremony in late February 2026. Construction is expected

to take around 4 months. The route has been cleared, and all

associated civil works have been completed.

APT issued a tender for the supply of a drilling rig and

associated rig services, for the drilling of CH-1 and workover

of NT-1, in late 2025; whilst ﬁnal negotiations continue with the

shortlisted contractors, it is anticipated that contracts will be

awarded in 2Q 2026.

Kiliwani North Development Licence (KNDL)

Participating interest

Aminex PLC (Operator)

63.8304%

RAK Gas LLC

27.7778%

Scirocco Energy plc

8.3918%

Kiliwani North-1 (“KN-1”) was drilled into a fault block downdip

and immediately to the east of the large Songo Songo Field

in 2008 and encountered gas pay within a Cretaceous

Neocomian sandstone reservoir. The well tested at a

maximum rate of 40 MMcfd and a Development Licence was

issued in 2011 to permit commercial production from the well

through the Songo Songo Gas Processing Facility (“SSGPF”)

located on Songo Songo Island.

Production commenced in April 2016 at an average rate of 15

MMcfd however, from the outset of production, the wellhead

pressure declined and production ceased in October 2017

due to the wellhead pressure having declined to the SSGPF

inlet pressure of 50 bar. Some 6.5 BCF of gas was produced

in the period from a reservoir compartment estimated by

pressure decline analysis to contain some 10 BCF GIIP. The

well remains shut-in.

In 2018, RPS Energy independently audited the gas resources

and concluded that the Kiliwani North structure, as deﬁned

by the existing 2D seismic dataset, contained approximately

31 BCF mean GIIP in multiple reservoir compartments.

Additionally, a separate structure identiﬁed as Kiliwani South

was estimated by Aminex to contain 57 BCF unrisked mean

GIIP. Any future drilling activity on KNDL is contingent upon

improved seismic resolution of the target structures and

the degree of fault compartmentalisation that could be

determined with new seismic.

Operations Review

continued

Line pipe at Ntorya to Madimba pipeline route

Topographical survey along Ntorya ﬂowline corridors using drone technology

Aminex PLC

annual report 2025

in excess of 50 TCF having been discovered with a high drilling

success rate. Several discoveries have been made by the

Shell-led consortium in Blocks 1 & 4 lying approximately 50

kms from the Nyuni Area PSA. Equinor has made signiﬁcant

discoveries on Block 2. Discoveries include the Pweza,

Chewa and Papa Fields in Blocks 1 & 4 and the Lavani and

Zafarani Fields in Block 2.

Application was made to enter the Second Extension Period

of the licence in 2019, with no formal response from the

Tanzanian authorities until 2021. Given the delays and the

more negative sentiment within the industry for costly deep-

water exploration, a farm-out partner was considered to be

essential to provide the necessary funding and to mitigate

the associated exploratory risks. Whilst Aminex believes that

the Nyuni Area acreage oﬀers upside exploration potential to

complement our development projects at both Ntorya and

Kiliwani North, due to the signiﬁcant exploration risk, the high

costs associated with oﬀshore operations and the lack of a

farm-in partner, the Company entered discussions in 2022

with the Tanzanian authorities to return the licence to the

Ministry.

In 2024, Aminex was encouraged to submit a revised proposal

incorporating a much reduced work programme to continue

exploration activity on the PSA. A revised programme was

submitted to TPDC in late 2024 for consideration by the

Tanzanian authorities. Positive discussions have continued

throughout 2025 whilst it is recognised that any future

programme is contingent on the receipt of gas revenues from

Ntorya and the introduction of a partner. The Nyuni Area PSA

asset has been fully impaired in the ﬁnancial statements (see

Note 11).

During 2025, positive discussions continued with the TPDC

and other Tanzanian government authorities on how best to

further operations and ensure a continuation of both future

capital investment and gas production on the Licence. Whilst

the Company has fulﬁlled all Licence obligations, it is agreed

that any future investment is dependent upon the generation

of gas revenues from Ntorya and a partner to share the costs

of new 2D or, more likely, 3D seismic acquisition. The Kiliwani

North Development Licence asset has been fully impaired in

the ﬁnancial statements (see Note 12).

Nyuni Area PSA

Participating interest

Aminex PLC (Operator)

100%

The Nyuni Area PSA was awarded to Ndovu Resources in

October 2011 following the discovery made at Kiliwani North-1

(“KN-1”) in 2008 and the grant of the KNDL in April 2011. The

permit was considered to be underexplored with only three

exploration wells, Nyuni-1 and 1A and Nyuni-2 having been

drilled during an earlier period of exploration.

Nyuni-1 encountered a Cretaceous Aptian-Albian gas sand

with 15m gross reservoir and 10m net with an average porosity

of 14%. The interval was not tested. Nyuni-1A encountered

a thick Neocomian sandstone sequence, however no gas

was recovered on test, the zone was interpreted as tight

and the well plugged and abandoned. Nyuni-2 targeted the

sandstones equivalent to those penetrated in Nyuni-1 and

1A, however only minor sandstones with gas shows were

encountered. The well was suspended within the Neocomian

due to drilling diﬃculties.

Signiﬁcant

discoveries

have

been

made

several

accumulations within adjacent blocks with reported volumes

Operations Review

continued

Nyuni Area PSA

Environment

Successful environmental management is dependent on

recognising, and avoiding or minimising, environmental

impacts. Aminex is aware that protection of the environment

requires careful planning and commitment from all levels within

the Company. Best practice environmental management

demands a continuing, integrated process through all phases

of a project.

Task Force on Climate-related Financial

Disclosures

Introduction

The

Task

Force

Climate-related

Financial

Disclosures

(“TCFD”) is a global framework established by the Financial

Stability Board to help organisations disclose clear and

consistent information about how climate change aﬀects

their organisation, making it easier for investors and other

stakeholders to make informed decisions.

In July 2024 the Financial Conduct Authority (“FCA”)

incorporated TCFD into the UK Listing rules (UKLR 22.2.24R).

company

listed

the

London

Stock

Exchange,

Aminex is required to report in line with the TCFD framework.

The framework focuses on the disclosure of the risks and

opportunities that climate change presents Aminex, and how

it plans to both address climate-related challenges and realise

the opportunities.

The Company has prepared this disclosure in alignment with

the eleven recommendations of TCFD, which are organised

under the following four pillars:

•

Governance

–

The

role

the

Board

and

senior

management in overseeing and managing climate-related

risks and opportunities.

•

Risk Management

– The processes used to identify,

assess and manage climate-related risks.

•

Strategy

– The identiﬁcation and potential impact of

climate-related

risks

and

opportunities,

and

how

this

is integrated into the Company’s strategy and ﬁnancial

planning.

•

Metrics and Target

–

How

Aminex

assesses

and

manages climate-related risks and opportunities, as well

as setting speciﬁc goals to manage impacts over time.

In accordance with the FCA Listing Rules, the Group has

assessed the extent to which its disclosures are consistent

with the TCFD recommendations and has adopted a

“comply or explain” approach where certain disclosures are

not yet appropriate given the Company’s current stage of

development.

Based on this assessment, Aminex considers that:

1. This report is consistent with the TCFD recommendations

relating to Governance (a) and (b), Risk Management (a),

(b) and (c), and Strategy (a), (b) and (c). These disclosures

reﬂect

the

Company’s

current

focus

establishing

clear governance oversight, embedding climate-related

considerations

within

the

Group’s

risk

management

framework,

and

assessing

the

potential

strategic

implications

climate-related

risks

and

opportunities

through scenario analysis.

2. The Group has not fully complied with the Metrics and

Targets recommendations (a), (b) and (c) at this stage.

This reﬂects the Group’s current non-operational status

and early stage of development, including the absence

of production activities and the limited availability of

operational emissions data. As a result, the Company is not

yet able to disclose meaningful greenhouse gas emissions

or deﬁne suitable climate-related targets.

Aminex’s strategy is to be a responsible producer of

natural gas in Tanzania, supporting the country’s transition

away from more carbon-intensive fuels such as charcoal

towards cleaner energy sources. Tanzania’s National

Climate Change Response Strategy targets an increase

in natural gas use from 890 MW in 2019 to 6,700 MW by

2044, reﬂecting the role natural gas is expected to play in

the country’s energy transition.

While recognising the broader climate impacts associated

with the oil and gas sector, the Group believes it can play a

constructive role in supporting Tanzania’s energy transition.

During 2024 and 2025 the Group undertook a detailed

climate-related

risk

and

opportunity

assessment

and

scenario analysis to strengthen its understanding of climate-

related risks and opportunities.

As the Company progresses towards operational status

and revenue generation during 2026, the Board intends to

continue developing the Group’s climate strategy, including

laying the foundations for emissions accounting and a future

net zero roadmap.

Governance

TCFD Recommendations:

a) Describe the board’s oversight of climate-related risks and

opportunities.

b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

The Board has ultimate accountability for climate-related

risks

and

opportunities,

and

for

ensuring

that

these

are embedded into the Group’s strategy. The Board’s

responsibilities include establishing and maintaining the

Group’s risk appetite and internal control system, as well as

determining relevant policies, which encompass climate-

related items. The Board has been reporting climate change

as a principal risk for several years, and it continues to

monitor climate-related risks and opportunities through both

the Audit and Risk Committee (“ARC”) and the Management

Risk Committee (“MRC”). The Board receives updates from

the MRC and ARC on climate-related risks and opportunities

and considers whether the Company’s response plans and

mitigation measures remain appropriate. Climate-related

risks

and

opportunities

identiﬁed

through

the

Group’s

risk

management

processes

are

considered

alongside

other enterprise risks when the Board reviews strategy,

development

plans

and

capital

allocation

decisions,

consistent with the Board’s responsibilities for approving

strategy, budgets and major investments as outlined in the

Corporate Governance section of this report. The Audit and

Risk Committee, consisting of two non-executive directors,

convenes at least three times annually. The Committee’s

Terms of Reference, as approved by the Board, includes

responsibility for the monitoring of internal control procedures

and the risk management processes employed, including

those associated with climate change. The ARC conducts

a formal and independent review of the risk register at least

twice a year, reporting its ﬁndings to the Board.

The MRC, consisting of the Executive Chairman, Chief

Financial

Oﬃcer

and

the

General

Counsel,

has

primary

responsibility for managing and monitoring of the climate-

Environmental, Social and Governance Responsibilities

Aminex PLC

annual report 2025

Environmental, Social and Governance Responsibilities

continued

related risks and opportunities, including engagement with,

and oversight of, operating and Joint Venture partners. As

with all Group risks, climate-related risks and opportunities

are identiﬁed, assessed and managed by the MRC. The MRC

utilises standard methods and processes for communicating

with the ARC and Board. The Board has set a target that

these risks and opportunities are reviewed at least annually

by the Management Risk Committee (“MRC”) and ﬁndings

are reported to the Board.

The MRC undertakes a detailed annual review of climate-

related risks and opportunities, including the associated

mitigation plans and relevant risk and opportunity indicators

used to monitor climate-related developments. The MRC also

considers whether the climate scenario analysis undertaken

remains appropriate for the Group’s operational proﬁle. The

ﬁndings of this review are reported to the Board. The MRC

considers climate, alongside all ESG issues, when reviewing

and guiding the Group’s strategy, major plans and actions,

and risk management policies, as well as when overseeing

expenditures, acquisitions and divestments.

The MRC meets at least two times a year and reports to

the Board at least twice a year, including on climate-related

risks and opportunities as a standing agenda item as part

of Aminex’s internal control framework around Group risk

management. The MRC also reports climate-related risks

to the Audit and Risk Committee, which then reviews the

risks, and reports any amendments deemed necessary to

the Board.

The MRC is also responsible for engaging with partners

and sub-contractors through relevant committees and

governance structures, for example the Ruvuma Operating

Committee for Ntorya operations, to manage all relevant risks.

Contractual arrangements also require operating partners to

ﬂag key environmental issues and concerns to Aminex.

As is necessary, the MRC seeks advice from technical advisers

and in 2024 and 2025 the MRC engaged an ESG consulting

ﬁrm for support with its TCFD analysis and reporting.

Please also see

Corporate Governance from page 20 which provides more

details on the Board and Audit and Risk Committee role

and responsibilities, including internal control processes

around Group (including climate-related) risk management,

as well as committee attendance.

Risk Management

TCFD Recommendations

a) Describe the company’s processes for identifying and

assessing climate-related risks.

b) Describe the company’s processes for managing climate-

related risks.

c) Describe how processes for identifying, assessing, and

managing

climate-related

risks

are

integrated

into

the

company’s overall risk management.

As a UK-listed, Irish-incorporated oil and gas company

operating in Tanzania, Aminex recognises that it is exposed

to both the physical impacts of climate change as well as the

rapidly evolving regulations and sentiment around transition

to a lower-carbon economy. The Group therefore maintains a

suitable risk management framework.

With the support of an ESG advisor, the MRC conducted

a speciﬁc climate-related risk and opportunity assessment

which included a data-driven approach to identify potential

risks and opportunities.

To identify all potential risks and opportunities, the MRC

considers the diﬀerent themes and sources of potential risks

and opportunities, as deﬁned by the TCFD framework, which

can be summarised as follows:

•

Physical risks directly result from climate change and can

be categorised as acute (short-term events such as extreme

weather) or chronic (long-term shifts in climate patterns

such as rising sea levels and temperatures).

•

Transition risks arise from the shift to a low-carbon or net-

zero economy, and can be categorised into policy, legal,

market, reputational and technological factors.

•

Opportunities include consideration of resilience, markets,

energy source, products and resource eﬃciency.

All identiﬁed risks and opportunities are assessed with a

ﬁnancial impact lens, including considerations of asset value,

revenue, and cost. All risks and opportunities are evaluated

using the Group’s wider risk management framework and

given an impact severity score (low to high) and a risk likelihood

score (from 1 to 4). Climate-related risks and opportunities

are assessed and prioritised using the same enterprise risk

management methodology as all other principal risks and

are therefore considered on an equivalent basis within the

Group’s risk register. For the purposes of climate-related

items, the following criteria are used to provide ratings:

Impact Severity Score

Likelihood Score

High

>$5m ﬁnancial impact

Occurrence < every 5 years

Signiﬁcant

$2 - 5m ﬁnancial impact

Occurrence every 1 – 5 years

Medium

$1 - 2m ﬁnancial impact

Occurrence annually

Low

<$1m ﬁnancial impact

Occurrence multiple times a year

Aminex has also conducted a scenario analysis as

recommended by the TCFD framework which is detailed

further in the Strategy section below. Scenario analysis is

a tool to evaluate how diﬀerent plausible climate scenarios

could impact the organisation by, in this instance, stress-

testing the diﬀerent risks and opportunities identiﬁed under

two extreme potential future states. It helps to assess a

company’s resilience to climate-related risks and determine

opportunities which could arise under varying conditions,

which further informs Aminex’s strategic planning and risk

management.

The scenario analysis will be repeated at least every three

years, or more regularly, if the Board, ARC or MRC deems

there is a signiﬁcant change to the business, or risk proﬁle, for

example when the business becomes operational.

The MRC is also responsible for deﬁning and implementing

eﬀective management plans for climate-related risks and

opportunities, and may include policy updates, considerations

for business case criteria, as well as ﬁnancial planning

considerations, and monitoring of leading indicators.

The MRC has integrated the identiﬁed climate-related risk and

opportunities into its wider risk and opportunity matrix. All

risks and opportunities are reviewed in each MRC meeting,

ahead of reporting to the Audit and Risk Committee and the

Aminex PLC

annual report 2025

Environmental, Social and Governance Responsibilities

continued

Aminex PLC

annual report 2025

Board at least twice a year, as detailed in the Governance

section of this report.

Strategy

TCFD Recommendations

Describe the climate-related risks and opportunities the

company has identiﬁed over the short, medium, and long-

term.

Describe

the

impact

climate-related

risks

and

opportunities on the company’s businesses, strategy, and

ﬁnancial planning.

Describe the resilience of the company’s strategy, taking

into

consideration

diﬀerent

climate-related

scenarios,

including a 2°C or lower scenario.

The initial holistic view of potential risks and opportunities

across all TCFD deﬁned categories identiﬁed four physical

risks, ﬁve transition risks and two opportunities.

•

Physical risks

are risks arising from the physical impacts

of climate change. These can be acute, such as extreme

weather

events

(e.g.,

ﬂoods,

storms,

heatwaves),

chronic, such as longer-term shifts in climate patterns

(e.g., rising temperatures, changing precipitation patterns

or sea-level rise), which may aﬀect operations, assets,

supply chains and infrastructure.

•

Transition risks

are risks associated with the transition

to a low-carbon economy, including changes in policy and

regulation, technology, market dynamics and stakeholder

expectations. These changes may aﬀect demand for

products, operating costs, access to capital, asset values

and business strategy.

•

Climate-related opportunities

are potential beneﬁts

arising from the transition to a lower-carbon and more

climate-resilient economy, including opportunities related

to resource eﬃciency, new products or services, energy

sources, markets, and improved resilience of operations

or assets.

Analysis against two contrasting future-state scenarios

was undertaken on all 11 identiﬁed risks and opportunities

to evaluate each item over three-time horizons, to provide

a comprehensive view of potential ﬁnancial impacts, notably

revenue, operating cost and asset value, in alignment with

the Group’s risk management framework as described in the

Risk Management section above.

The following three timeframes, with supporting rationale,

were

used,

reﬂecting

the

Group’s

current

development

stage, licence duration and the planning horizons used in the

Group’s strategic and ﬁnancial planning processes:

•

Short term, 2024 – 2025; the Group’s non-operational

phase.

•

Medium term, 2026 – 2030; as the Group becomes

operational in Ntorya, and alignment with Tanzania’s interim

net zero goal.

•

to reduce Greenhouse Gas (“GHG”) emissions by 30-

35% by 2030 from a 2000 baseline Long term, 2031

– 2050; the Group’s current Ntorya licence ends 2049;

and alignment with the Paris Agreement Net Zero 2050.

The following two contrasting scenarios were used to assess

all the risks and opportunities:

Scenario

Summary description

•

Limited climate action is taken.

It is business as usual

•

By 2050, global emissions will cause

temperatures to rise by more than 3°C

Climate

•

Physical threats will be at their peak

as a number of climate tipping points

are likely to have been crossed

Scenario

•

Governments may ﬁnally act,

resulting in implementation of

rushed and fragmented policies

•

Aligned to Representative Concentration

Pathway 8.5, which will see a

temperature rise of 4°C by 2100

•

Governments, organisations, and society

collaborate to keep global warming to 1.5°C

by 2100 compared to pre-industrial levels

Orderly

•

Paris Agreement principles are adopted

and Net Zero by 2050 is achieved

Transition

•

Governments establish rules and

regulations to drive the transition

Scenario

•

Although physical impact will be

greatly lessened, there will likely be

physical climate change impacts, but

these will be better prepared for

•

Aligned to Representative

Concentration Pathway 2.6

Multiple resources were used to inform the scenario analysis,

including Tanzania’s Nationally Determined Contribution

(“NDC”), Tanzania’s National Climate Change Response

Strategy (2021-2026), the Intergovernmental Panel on Climate

Change (“IPCC”) analysis, African Adaptation Acceleration

Programme, Climate Analytics, and Climate Financial Risk

Forum.

Following the scenario analysis, three (of the nine identiﬁed)

risks and both opportunities were deemed Signiﬁcant (i.e. $2-

5m) or High ($5m+) severity impact in at least one scenario,

during one timeframe. These potentially most impactful risks

and opportunities have been documented in the following

tables, and include a summary of:

•

Description of the risk or opportunity, and its associated

TCFD framework theme

•

Description of the potential ﬁnancial impact on Aminex

•

Scenario impact analysis, i.e. under which scenario and

timeframes is the potential ﬁnancial severity of the risk

considered Signiﬁcant or High impact ranking, as per the

key in Risk Management section

•

Aminex’s response plan including approach to mitigation,

transfer, control and acceptance.

Environmental, Social and Governance Responsibilities

continued

Aminex PLC

annual report 2025

Physical Climate Risks

Theme & Description

Financial Impact description

Scenario impact

Analysis

Mitigation Plan

Acute and Chronic

The risk arising from

increasing frequency of

acute weather events

and chronic changes in

weather patterns

Reduced revenues from operational

ineﬃciencies and disruption to key sites

Rising costs from implementation of

climate change resilience measures at

key sites or the need to either repair or

ultimately decommission those sites

Balance sheet impact from

asset value write down

Insurance coverage for at-risk sites

Climate Chaos

Scenario:

Signiﬁcant

the

medium

and

long-term

Orderly Transition

Scenario:

Signiﬁcant

the

long-term

Suitable insurance coverage

for relevant sites

Appropriate contingency and emergency

plans and testing in place

Increased costs incorporated

into business planning

Transition Risks

Theme & Description

Financial Impact description

Scenario impact

Analysis

Mitigation Plan

Market

Changing market

sentiment and

advances in renewable

energy may shift

Tanzanian Government

away from natural

gas in the long-term

and reduce UK

capital access in

the medium-term

Asset value may depreciate or

become stranded if licences are

revoked or made conditional

Declining revenues from

reducing gas prices

Increased cost of insurance

Cost of management time to

respond to shareholder activism

and time to generate new capital

Share price impact and increased cost

of capital

Orderly Transition

scenario:

Signiﬁcant

the

long-term

Continue to work closely with Tanzanian

Government and other key stakeholders

to monitor planned energy mix and net

zero commitments for beyond 2030

Regularly review strategy in line with market

demand

As become operational, increased

investment into and further engagement

with local communities, e.g. investing

in initiatives to support all Tanzanian

communities to transition from charcoal to

gas, medical and educational facilities power

generation from diesel to gas connectivity

Reduce capital risk ﬂow through proven

cash ﬂows and a strong business case

with an extended development plan

Policy & Legal

Stricter regulations

and legal actions

on hydrocarbon

commerce, including

international limits on

use and emissions,

with potential ﬁnes

for non-compliance

Revenue impacted by reputational

damage or restrictions on licences

and future exploration

Cost of litigation, potential ﬁnes and

management team eﬀort diverted

to managing litigation issues

Cost of reduced access to capital

resulting from reputational damage

Asset value reduction, enforced

stranded assets (long-term)

Orderly Transition

scenario:

Signiﬁcant

the

long-term

Work with Tanzanian government

and stakeholders to assess policy

and political developments relating

to the energy transition

Monitor Tanzania’s NDC commitments

and likelihood for increased regulation

Continue to proactively monitor UK and

European regulatory requirements and

engage with investors to monitor sentiment

Respond to new regulatory

requirements in a proportionate way

Climate-related Opportunities

Theme & Description

Financial Impact description

Scenario impact

Analysis

Mitigation Plan

Market Transitioning

from charcoal to Natural

Gas is a core part of

Tanzania’s Net Zero

strategy

Revenue from growth of natural gas

market in Tanzania; natural gas use

is targeted to increase from 890 MW

(consumed in 2019) to 6700 MW

by 2044, as outlined in Tanzania’s

2021 National Climate Change

Response Strategy (2021-2026)

Climate Chaos

Scenario:

High

in the

medium

and

long-term

Orderly Transition

Scenario:

High

in the

medium

and

long-term

Support the gas transition in Tanzania

through long-term gas contracts and

bring other gas projects to market

Continue to work closely with Tanzanian

Government and other key stakeholders

to monitor planned energy mix and net

zero commitments for beyond 2030

Retain strong relationship locally within

Tanzania to ensure transition into key

provider of natural gas and enabler

of Tanzania’s Net Zero ambitions

Products

Participation in carbon

capture, utilisation

and

storage (“CCUS”)

market could open

new revenue stream

New revenue stream as (will be) retired

gas extraction sites become options

for long-term carbon storage

Orderly Transition

scenario:

Signiﬁcant

the

long-term

Monitor developments in CCUS market

The scenario analysis highlights a potentially signiﬁcant opportunity for Aminex to support Tanzania’s energy transition under both tested

scenarios. While both physical and transition risks were identiﬁed, none are assessed as Signiﬁcant in the short term, and the Group considers

that the mitigation measures identiﬁed provide an appropriate response to the potential risks identiﬁed over the medium and long term.

Overall, the analysis indicates that the Group’s strategy remains resilient under the scenarios assessed.

Environmental, Social and Governance Responsibilities

continued

Aminex PLC

annual report 2025

Please also see

Principal Risks and Uncertainties, page 28 in Corporate

Governance section.

Metrics and Targets

TCFD Recommendations

a) Disclose the metrics used by the company to assess

climate-related risks and opportunities in line with its

strategy and risk management process.

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas (GHG) emissions, and the related risks.

c) Describe the target used by the company to manage

climate-related risks and opportunities and performance

against those targets.

Whilst Aminex has made great progress with its climate

strategy during the last few years, focusing on understanding

and increasing the Group’s robustness to both physical

climate and transition to a low-carbon economy, it is not yet

in a position to disclose meaningful greenhouse gas (GHG)

emissions and therefore cannot deﬁne a suitable Net Zero

target, to best track and manage its climate strategy. As the

Group is currently in a non-operational phase, and with a very

small direct employee base, it believes that focusing on its

climate-related risk and opportunities is the priority for now.

As part of the risk and opportunity analysis conducted during

2024, the Group has identiﬁed several leading indicators, or

Key Performance Indicators (KPIs), at the individual risk and

opportunity level, which will help the Group to monitor its

mitigation and realisation plans, and therefore managing its

overarching exposure to climate change.

The Group has however deepened its understanding of

its carbon footprint, notably the treatment of its emissions

through its Joint Venture model, which is helping the Group

prepare for calculating and disclosing its footprint as it moves

towards a revenue generating and operational stage.

Comparative to an operating peer, the Group’s full footprint

will be minimal in a non-operational status. However, as the

Group transitions into full operating mode in the medium-

term, its emissions will increase signiﬁcantly. As such Aminex

is preparing itself to be able to respond to the increasing need

to calculate and disclose its GHG emissions, whilst using

this data to most eﬀectively manage and mitigate its carbon

footprint.

Social

The health, safety and security of all our employees,

contractors and the wider community in which it operates is

of paramount importance to Aminex.

As standard practice, the Company:

•

does not compromise on safety;

•

complies with legislative requirements;

•

identiﬁes, assesses and manages environmental health,

safety and security hazards, risks and impacts;

•

promotes continuous improvement practices within all

aspects of the business;

•

minimises work place exposure to hazards; and

•

understands and works to meet the expe

ctations of the

community and provides appropriate training to employees

and contractors to ensure health, safety and security

responsibilities are understood.

In addition, Aminex believes that continuous improvement

in relationships with the communities that it works with is

fundamental to ongoing sustainability and success.

Over the years, the Company’s good reputation as a worthy

corporate citizen has been achieved by:

•

working closely with neighbours and

co-occupiers of the land;

•

supporting local community through sponsorship and

resources;

•

providing

public

information

about

environmental,

community, health, safety and security aspects of the

business; and

•

encouraging the services of local suppliers where possible.

Aminex has strived to foster a lasting and tangible relationship

with the local communities and stakeholder groups where it

works and is aware that in addition to regulatory operating

approvals, the Company also requires community acceptance

to operate, and that acceptance has to be earned. Aminex is

committed to working in an eﬀective and collaborative manner

with local communities that co-exist with its operations. To

achieve this Aminex has and will continue to:

•

establish

and

maintain

positive

and

meaningful

communication with all aﬀected groups;

•

consult with the people whose land may be aﬀected by its

activities; and

•

engage with relevant gro

ups on various community projects.

Aminex has supported various community projects that added

sustainable beneﬁt in the education and medical sectors of

the community in the past and, during this transitional phase,

is currently reviewing projects that may be suitable for the

Company’s future involvement. During 2023, as part of the

Ruvuma joint venture, the Company contributed cement

towards the construction of various projects in the Mtwara

district. The Company is currently identifying a suitable

community project on Songo Songo island that it intends to

collaborate with.

Governance

Eﬀective corporate governance is critical to achieving our

strategic objectives and delivering value to our shareholders.

As set out in more detail in the Corporate Governance section

below, the Company is committed to protecting its business

by operating to the highest standards, through its eﬀective

management systems and maintaining and adhering to all of

the policies and procedures that the Company has in place.

Charles Santos, (64) (Portugal)

Executive Chairman (N)

Charles Santos has more than 35 years of experience in

political and commercial negotiations in West Africa, the

Middle East, and Central, South, and East Asia. Charles

served on the board of and led commercial negotiations on

the Afghan portion of the Turkmen-Afghan-Pakistan-India gas

pipeline for a consortium of international energy companies.

He developed energy projects in Central Asia, including the

farm-in of critical gas assets in Uzbekistan, where he served as

the Chairman of the Steering Committee and the Operations

Committee. Working for the United Nations in the late 1980s

and early to mid-1990s, Charles served as Special Advisor

to four Under-Secretary-Generals. He was the Deputy Head

and Political Advisor to UN Peace missions in Afghanistan and

Tajikistan. Charles was appointed Chairman in August 2020

and Executive Chairman in January 2021. Charles is also

currently the CEO and Chairman of UIG Energy Inc, which

develops energy projects in Central and Southeast Asia.

Tom Mackay, (69) (UK)

Non-Executive Director (A,N,R)

(Senior Independent Director)

Tom Mackay was originally appointed as a Non-Executive

Director of Aminex in September 2014 serving on the Audit and

Nominations Committees and as Chair of the Remuneration

Committee before he was appointed Interim CEO in May 2019

before stepping down from the Board in April 2020. He was

reappointed as a Non-Executive Director in August 2020.

Originally graduating with a degree in Geology from Durham

University, he retrained as a Petroleum Engineer with Shell

and later served in senior management positions with Clyde

Petroleum and Gulf Canada. He was General Manager and

later Senior Vice President of Stratic Energy Corporation

and more recently, a Partner in Gemini Oil & Gas Advisors

LLP; acting in technical, commercial and ﬁnancial advisory

capacities to the Gemini Oil & Gas Funds, investing in global

appraisal and development projects.

Sultan Al-Ghaithi, (50) (Oman)

Non-Executive Director

Sultan Al-Ghaithi has over 20 years of industry experience

and is currently Chief Executive Oﬃcer of ARA Petroleum

LLC. He is a wellsite engineer by background and has

previously worked with Petroleum Development Oman and

Weatherford International where he was Country and Area

Manager in Oman. Sultan previously served on the Board of

Aminex between October 2017 and September 2019 before

being reappointed to the Board in August 2022.

Robert Ambrose, (66) (UK)

Non-Executive Director (A,N,R)

Robert Ambrose is the Chief Compliance Oﬃcer for ARA

Petroleum LLC. He was the Chief Operating Oﬃcer of The

Zubair Corporation’s Energy & Logistics Division. He has a

Master’s in Petroleum Engineering from Imperial College,

London, and a Mechanical Engineering Honours Degree

from Brunel University in the UK. He has over 40 years of

experience in the oil and gas industry, from downstream to

upstream, covering many aspects of the supply chain. He has

experience in and has held senior management roles involving

the reservoir, well construction, and production both onshore

and oﬀshore. He joined The Zubair Group in 2001. Robert

previously served on the Aminex board between September

2019 until January 2021 as a non- executive director and then

as interim CEO, before being reappointed to the Board in

September 2023.

A Member of Audit and Risk Committee

N Member of Nominations Committee

R Member of Remuneration Committee

Board of Directors

Aminex PLC

annual report 2025

Aminex PLC

annual report 2025

The Directors present their annual report and audited ﬁnancial

statements for Aminex PLC (“the Company”) and its subsidiary

undertakings (“the Group”) prepared in US dollars for the year

ended 31 December 2025.

Principal activities

The principal activities of the Group are the exploration,

appraisal, development and production of oil and gas

assets, reserves and resources. The Group operates through

subsidiary undertakings, details of which are set out in Note

14 to the ﬁnancial statements. The Group’s principal area of

activity is in Tanzania.

Results and dividends

As set out in the Group Income Statement on page 41, the

Group loss after tax amounted to US$4.98 million which

compares with a loss after tax of US$5.30 million for 2024. No

dividends were paid during the year (2024: US$nil).

Share capital

At 31 December 2025, the Company had two classes of

shares which were divided into Ordinary Shares of €0.001

each and Deferred Shares of €0.059 each. The number of

Ordinary Shares of €0.001 and Deferred Shares of €0.059

in issue were 4,468,501,044 and 818,658,421 respectively

(2024: 4,219,167,024 Ordinary Shares of €0.001 each and

818,658,421 Deferred Shares of €0.059 each). The Company’s

authorised share capital was €64,000,000 (2024: €64,000,000)

comprising 5,000,000,000 Ordinary Shares of €0.001

each and 1,000,000,000 Deferred Shares of €0.059 each

(2024: 5,000,000,000 Ordinary Shares of €0.001 each and

1,000,000,000 Deferred Shares of €0.059 each). The Ordinary

Shares are in registered form.

Resolutions will be proposed to renew the Directors’ authority

to allot share capital of the Company, as will be set out more

fully in the Notice of Annual General Meeting. The Directors

were granted authority at the 2017 Annual General Meeting

to consolidate the existing ordinary shares at a ratio of 1 new

ordinary share for every 20 existing Ordinary Shares and to

cancel the Deferred Shares of €0.059 each and this authority

remains at the Directors’ discretion.

Additional information in respect of shares and directors

as required by the European Communities (Takeover Bids

(Directive 2004 25/EC)) Regulations 2006 are set out on pages

18 and 19.

Directors and their interests

Biographies of all Directors are set out on page 15. In

accordance with the Articles of Association, Tom Mackay

retires from the Board and being eligible oﬀers himself for re-

election.

With the exception of the transactions stated in Note 28 to the

ﬁnancial statements, there were no other signiﬁcant contracts,

other than Executive Directors’ contracts of service, in which

any Director had a material interest.

The Directors who held oﬃce at or have been appointed since

31 December 2025 had no beneﬁcial interests in any of the

shares of the Company and Group companies other than

Ordinary Shares in Aminex PLC as follows:

Director

Number of Ordinary Shares

27 April

31 December

2026

2025

2024

Tom Mackay

2,654,988

Robert Ambrose

7,533,526

Details of the Directors’ share options are set out in the

Remuneration Report on pages 31 to 32.

Directors’ Report

Kiliwani North-1 well site on Songo Songo Island

Aminex PLC

annual report 2025

Substantial shareholdings in the Company

As of the date of this report, the following was a holder of 3%

or more of the Company’s issued Ordinary Share capital:

Number of shares

Per cent

ARA Oﬀshore Investment

Company Limited

1,225,598,100

27.42

The Directors have not been made aware of any other

beneﬁcial shareholdings of 3% or more of the issued Share

Capital as at the date of this report.

Finance Review

A review of current year ﬁnancial activities is set out in the

Finance Review on pages 4 and 5.

Operations Report

A review of exploration and production activities during 2025

and outlook for 2026 are set out in the Executive Chairman’s

Statement on pages 2 and 3, and in the Operations Review on

pages 6 to 9.

Payment of Suppliers

The Company’s policy is to agree payment terms with individual

suppliers and to abide by such terms.

Electoral Act 1997

The Group did not make any political donations during the

current or previous year.

Corporate Governance Statement

Statements by the Directors in relation to the Company’s

application of corporate governance principles, compliance

with the principles of the UK Quoted Companies Alliance

Corporate Governance Code published in November 2023

(the “QCA Code”), the Group’s system of internal controls

and the adoption of the going concern basis of preparation

of the ﬁnancial statements are set out on pages 20 to 30. The

report on Directors’ remuneration is set out on pages 31 to 32.

Principal risks and uncertainties are set out on pages 28 to 29

to comply with Companies Act 2014 requirements.

Audit and Risk Committee

The Group has established an Audit and Risk Committee that

is chaired by an independent Director and whose terms of

reference include:

monitoring of the ﬁnancial reporting process;

reviewing the accounting policies and signiﬁcant ﬁnancial

reporting issues and judgements;

monitoring of the eﬀectiveness of the Group and Company’s

systems of internal control and risk management;

d) monitoring the need for or the eﬀectiveness of the internal

audit function;

e) overseeing the relationship with the statutory auditors

and reviewing and monitoring of the statutory audit of the

Group and Company’s statutory ﬁnancial statements;

review and monitoring of the independence of the statutory

auditors and in particular the provision of additional

services to the Group and Company;

ensuring the integrity of the ﬁnancial statements; and

review of the Group’s ﬁnancial and operating risks and

ensuring that appropriate procedures are in place for

mitigating risk.

Further details are provided in the Corporate Governance

Statement on pages 20 to 30.

Relevant audit information

The Directors believe that they have taken all steps necessary

to make themselves aware of any relevant audit information

and have established that the Group statutory auditors are

aware of this information. In so far as they are aware there is

no relevant audit information of which the Group’s statutory

auditors are unaware.

Directors’ Compliance Statement

The Directors, in accordance with Section 225(2) of the

Companies Act 2014, acknowledge that they are responsible

for securing the Company’s compliance with certain obligations

speciﬁed in that section arising from the Companies Act 2014,

and tax laws (‘relevant obligations’). The directors conﬁrm that:

•

A compliance policy statement has been drawn up

setting out the Company’s policies that in their opinion are

appropriate with regard to such compliance;

•

Appropriate arrangements and structures have been put

in place that, in their opinion, are designed to provide

reasonable assurance of compliance in all material

respects with those relevant obligations; and

•

A review has been conducted, during the ﬁnancial year, of

those arrangements and structures.

Post balance sheet events

On 5 March 2026, Eclipse Investments LLC, a signiﬁcant

shareholder in Aminex PLC, transferred its shareholding in

the Company to ARA Oﬀshore Investment Company Limited

(“ARA Oﬀshore”), pursuant to an intragroup reorganisation

of The Zubair Corporation.

Accounting records

The Directors believe that they have complied with the

requirements of Sections 281 to 285 of the Companies Act

2014 with regard to maintaining adequate accounting records

by employing personnel with appropriate expertise and by

providing adequate resources to the ﬁnance function.

Auditor

In accordance with Section 383(2) of the Companies Act 2014,

the auditor, Baker Tilly Ireland Audit Limited, Statutory Auditors,

(“Baker Tilly”) have indicated their willingness to continue in

oﬃce. Baker Tilly were appointed in December 2024 as the

Group’s statutory auditor for the ﬁnancial year commencing 1

January 2024.

On behalf of the Board

Charles Santos

Director

27 April 2026

Directors’ Report

continued

Aminex PLC

annual report 2025

Additional information in respect of shares and Directors

as required by the European Communities (Takeover Bids

(Directive 2004 25/EC)) Regulations 2006 are set out below.

Amendment to the Articles of Association

Any amendment to the Articles of Association (‘Articles’) of

the Company requires the passing of a special resolution in

accordance with the provisions of the Companies Act.

Rights attaching to shares

The rights attaching to the Ordinary and Deferred Shares are

deﬁned in the Company’s Articles.

At any general meeting, a resolution put to the vote shall

be decided on a show of hands unless a poll is (before

or on the declaration of the result of the show of hands)

demanded by the Chairman of the meeting, or by at least

three shareholders present in person or by proxy, or by any

shareholder or shareholders present in person or by proxy

and representing not less than 10% of the total voting rights

of all the shareholders having the right to vote at the meeting,

or by a shareholder or shareholders holding shares in the

Company conferring the right to vote at the meeting being

shares on which an aggregate sum has been paid equal to

not less than 10% of the total sum paid up on all the shares

conferring that right to vote.

The shareholders may declare dividends by passing an

ordinary resolution in general meeting, but the amount of the

dividend shall not exceed the amount recommended by the

Directors. The Directors may authorise the payment of interim

dividends. No dividend shall be paid unless the distributable

proﬁts of the Company justify the payment.

Notice of each dividend declared and/or other monies payable

to members (including, without prejudice to the generality of

Additional Information for Shareholders

the foregoing, on a return of capital) shall be given to each

member in the manner set out in the Articles. All dividends

and/ or other monies payable to members (including, without

prejudice to the generality of the foregoing, on a return of

capital) unclaimed for a period of 12 years after the declared

date of payment thereof may by resolution of the Board be

forfeited for the beneﬁt of the Company.

If the Company is wound up, the liquidator may allocate, with

the sanction of a special resolution passed in general meeting

and any other sanction required by the Companies Act 2014,

between the shareholders in specie or in kind the whole or

any part of the assets of the Company. The liquidator may

value the assets and determine how to divide the assets

between shareholders or diﬀerent classes of shareholders.

The liquidator may transfer the whole or any part of the assets

into trust for the beneﬁt of the shareholders.

Voting at general meetings

Subject to any rights or restrictions for the time being attached

to any class of shares, shareholders may attend any general

meeting and, on a show of hands, every shareholder present

in person or by proxy shall have one vote and on a poll every

shareholder present in person or by proxy shall have one vote

for each share of which he/she is the holder.

Votes may be given either personally or by proxy. The form

of proxy shall be signed by the appointer or his/her duly

authorised attorney or if the appointer is a body corporate

either under the seal or signed by an oﬃcer of the body

corporate duly authorised.

The form of proxy must be delivered to the Company not

less than 48 hours before the time appointed for holding the

meeting or adjourned meeting as notiﬁed in the notice of

general meeting at which the person named in the form of

proxy proposes to vote.

No shareholder shall be entitled to vote at any general

meeting unless all calls or other sums payable in respect of

his/her shares have been paid.

Transfer of shares

The Directors may decline to register the transfer of a

share which is not fully paid. Shares held are transferable

in accordance with the rules or conditions imposed by

the operator of the relevant system that enables title to

the Ordinary Shares to be evidenced and transferred in

accordance with the Companies Act 2014.

The rights attaching to Ordinary Shares remain with the

transferor until the name of the transferee has been entered

on the Register of Members of the Company.

In accordance with the EU Central Securities Depository

Regulation EU 909/2014 (‘CSDR’), the Dematerialisation of

Irish Securities came into eﬀect on 1 January 2025, requiring

all shares issued by the Company to be held in uncertiﬁcated

form.

Therefore,

eﬀective

from

January

2025,

certiﬁcates for the Company are no longer issued or valid as

evidence of title and entries on the shareholder register were

replaced and recorded electronically by book entry record.

Variation of rights

Without prejudice to any special rights previously conferred on

the holders of any existing shares or class of shares, any share

in the Company may be issued with such preferred, deferred

Site clearing commences on Ntorya to Madimba pipeline route

Aminex PLC

annual report 2025

Additional Information for Shareholders

continued

or other special right or such restrictions, whether in regard to

dividend, voting, return of capital or otherwise, as the Company

may from time to time by ordinary resolution determine.

If at any time the share capital is divided into diﬀerent classes

of shares, the rights attached to any class may be varied or

abrogated with the written consent of the holders of at least

75% of the issued shares of that class, or with the sanction of a

special resolution passed at a separate general meeting of the

holders of the shares of that class.

Appointment and replacement of Directors

There will be no less than two Directors. Directors may be

appointed by the Company by ordinary resolution (provided

not less than 7 days or more than 42 days before the day

appointed for the meeting, notice is given to the Company of

the intention to propose a person for election) or by the Board.

A Director appointed by the Board shall hold oﬃce only until

the following annual general meeting and shall be eligible for

re-election but shall not be taken into account in determining

the Directors who are to retire by rotation at that meeting. At

each annual general meeting of the Company, one-third of

the Directors shall retire by rotation or if their number is not

a multiple of three then the number nearest one-third shall

retire from oﬃce. The Directors to retire in every year shall be

those who have been longest in oﬃce since their last election

but as between persons who became Directors on the same

day, those to retire shall (unless otherwise agreed among

themselves) be determined by lot. A retiring Director shall be

eligible for re-election.

The Company may, by ordinary resolution of which extended

notice has been given in accordance with the Companies Act

2014, remove any Director before the expiration of his period

of oﬃce.

Powers of the Directors

The business of the Company shall be managed by the

Directors who may exercise all such powers of the Company

as are not required by the Companies Act 2014 or by the

Articles to be exercised by the Company in general meeting.

The Directors are, subject to the provisions of the Companies

Act 2014, authorised to allot shares in accordance with an

oﬀer or agreement for the number of authorised shares not

yet issued and also to issue shares for cash. Resolutions to

renew these authorities will be set out in the Notice of Annual

General Meeting. Under the Company’s share option plans,

the Directors are authorised, in the event of an oﬀer for the

whole or a speciﬁed portion of the share capital, to request

option holders to exercise unexercised options.

Listing Status and Corporate Governance

Following the changes to the UK listing regime on 29 July

2024, the Company is now listed on the Equity Shares

(Transition) category of the Oﬃcial List of the Financial

Conduct Authority. Since 2020, the Company has applied

the principles of the UK Quoted Companies Alliance

Corporate Governance Code (the “QCA Code”), being a

code appropriate to the size and shape of the Company.

Except where otherwise set out in the Corporate Governance

section below (pages 20 to 30), the Directors believe that the

Group has complied with the provisions of the QCA Code

throughout the year under review.

Topographical survey along Ntorya ﬂowline corridors

Aminex PLC

annual report 2025

Compliance with the provisions of the UK Quoted

Companies Alliance Corporate Governance Code

The QCA Code is based on ten principles that companies

should follow to deliver growth in long-term shareholder value,

having regard to the interests of other stakeholders. The QCA

has stated what it considers to be appropriate arrangements

for growing companies and asks companies to provide an

explanation about how they are meeting the principles through

the prescribed disclosures. We have considered how we

apply each principle to the extent that the Board judges these

to be appropriate in view of the Company’s size, strategy,

resources and stage of development, and below we provide

an explanation of the approach taken in relation to each. This

report explains in broad terms how the Company applies the

main principles of the QCA Code. The Directors consider

that Aminex PLC has complied throughout the year with the

provisions of the QCA Code except for the following matters:

•

The Company does not currently set out on its website how

it applies the main principles of the QCA Code.

•

A performance evaluation of the Board, its Committees and

its Directors was not undertaken during the year.

•

As stated in the Directors’ Remuneration Report, during

2025, Tom Mackay, the Company’s Senior Independent

Director held options over the Ordinary Shares of the

Company. Share options were granted to Tom Mackay

under the Aminex PLC Restricted Share Plan (the “Plan”)

as part of his remuneration package in 2022. Further

share options under the Plan were granted to him in June

2023. The Board considers Tom Mackay to be free from

any business relationships or circumstances that could

materially interfere with the exercise of his independent

judgement.

•

The combined role of Executive Chairman was instigated

in January 2021, following the stepping down of the interim

Chief Executive Oﬃcer, with the support of the Board

and following consultation with the Company’s largest

shareholder. While it is recognised that separation of

the two roles of Chairman and Chief Executive is a more

desirable corporate governance standard, the Board,

with the exclusion of the Executive Chairman, felt that the

experience, stability, commitment and enthusiasm he could

bring to the role, along with the cost beneﬁts, oﬀset this.

•

Since July 2020, the Company has not had at least two

independent non-executive directors. There is currently

one independent Non-Executive Director, Tom Mackay, and

two Non-Executive Directors, Sultan Al-Ghaithi and Robert

Ambrose, who were appointed by the Company’s then

largest shareholder, Eclipse Investments LLC (“Eclipse”).

ARA Oﬀshore, now the Company’s largest shareholder,

has the right to appoint two Non-Executive Directors. The

Company is of the view that the current make-up of the

Board reﬂects the Company’s requirements at this stage.

The Board of Directors

The Company is controlled through its Board of Directors. The

Board’s main roles are to create value for shareholders, to

provide entrepreneurial leadership to the Group, to approve

the Group’s strategic objectives and to ensure that the

necessary ﬁnancial and other resources are made available to

enable the Group to meet its objectives.

There are matters which are speciﬁcally reserved for the

Board which include setting and monitoring business strategy;

evaluating exploration opportunities and risks; approving all

capital expenditure on exploration and producing oil and gas

assets; approving all investments and disposals; approving

budgets and monitoring performance against budgets;

reviewing the Group’s health and safety policy and considering

and appointing new Directors and the Company Secretary.

The Board consists of four members and comprises an

Executive Chairman and three Non-Executive Directors. Brief

biographies of the Directors are set out on page 15.

Under the terms of the Company’s Articles, at least one third

of the Board must seek re-election to the Board at the Annual

General Meeting each year. Tom Mackay is required to seek

re-election at the forthcoming Annual General Meeting. The

Company grants indemnities to its Directors to cover the cost

of legal action against its Directors.

Establish a purpose, strategy and business model

which promote long-term value for shareholders

The purpose and strategy are reviewed by the Board. Senior

management led by the Executive Chairman are responsible

for executing the strategy once agreed by the Board. All

developments in the Company’s business are communicated

to the shareholders via regulatory news service (“RNS”)

announcements, Annual Report and Accounts, half yearly

announcements and investor presentations at the Company’s

Annual General Meetings.

The Company’s purpose is to responsibly explore for, appraise,

develop and produce oil and gas to deliver long term value

to shareholders and positive outcomes for its stakeholders.

The Company’s overall strategic objective is to develop its

Tanzanian assets to generate a near term cashﬂow and seek

strategic growth and consolidation opportunities, yielding

value to shareholders. The Company aims to achieve this

through our technical expertise, operational capabilities and

industry contacts, secured by the close links we forge with

the Tanzanian authorities and the local communities in which

Corporate Governance

Directors’ attendance at Board and Committee Meetings

The table below sets out the attendance record of each Director at scheduled Board and Committee meetings during 2025.

Board (Main)

Audit and Risk Committee

Remuneration Committee

Number of meetings

Meetings attended

Sultan Al-Ghaithi

n/a

Robert Ambrose

Tom Mackay

Charles Santos

n/a

Key: n/a

Not applicable (where a Director was not a member of the Committee)

During 2025, certain Directors who were not committee members attended meetings of the Committees by invitation. These

details have not been included in the table above.

Aminex PLC

annual report 2025

we operate. The Company’s carry under the Ruvuma PSA is

expected to fully fund Aminex through to full-ﬁeld development

of the Ntorya gas-ﬁeld and to relieve the Company of all its

development capital requirements associated with the ﬁeld.

Risk assessment and evaluation is an essential part of

the Company’s planning and an important aspect of the

Company’s internal control system. The Company strives

to develop strong working relationships with its partners

and suppliers in Tanzania to manage and mitigate the

operational risks.

Promote a corporate culture that is based on ethical

values and behaviours

Our ethics

The Company is committed to upholding high ethical

standards and principles, both in letter and in spirit,

throughout all of our operations. The Company aspires to,

and encourages its staﬀ to operate in a socially responsible

manner, acting professionally at all times.

The Company is committed to a strong ethical and values-

driven culture encompassing the highest standards of quality,

honesty, openness and accountability, and understands

that any issues counter to this culture could have an

extremely negative impact on the business. The Company,

its management, employees, contractors and partners have

the responsibility of applying the highest standard of ethical

business practices in all their relationships with shareholders,

suppliers, and the general public.

Creating a fair and inclusive culture

The Company promotes an inclusive, transparent and

respectful culture. Led by the values of responsibility,

excellence and continuous improvement, integrity and

trustworthiness, cooperation and engagement, empathy

and fairness they apply their skills and expertise every day to

ensure we operate both responsibly and successfully.

The Company is an equal opportunity employer and seeks

to hire, endorse and retain highly skilled people based on

merit, competence, performance, and business needs. The

Company is committed to employment policies which follow

best practice, based on equal opportunities for all employees,

irrespective of ethnic origin, religion, political opinion, gender,

marital status, disability, age or sexual orientation.

The Company communicates its corporate culture through

staﬀ

presentations

and

inductions.

embody

and

promote sound ethical principles, the Board has endorsed

the following key policies: Employee Handbook; Code of

Business Conduct; Share Dealing Policy; Anti-Bribery and

Corruption Policy; Whistleblowing Policy; and Health, Safety,

Security and Environment Policy.

Share Dealing Policy

The Company has adopted a Market Abuse Regulation-

compliant share dealing policy for Directors and employees of

the Company. The Directors consider that this share dealing

policy is appropriate for the Company. The Company takes

all reasonable steps to ensure compliance with the share

dealing policy by the Directors and employees.

Health, Safety, Security and Environment (HSSE) Policy

The Company’s objectives include observing a high level of

health, safety and security standards, developing our staﬀ to

their highest potential and being a good corporate citizen in

Tanzania. The Company is committed to providing a safe and

secure working environment for its employees and anyone

doing work on the Company’s behalf. The Management Risk

Committee reviews and makes recommendations concerning

risk, health, safety and security issues. HSSE is discussed at

each scheduled Board meeting of the Company.

Whistleblowing Policy

The Company has a Whistleblowing Policy in place to assist

employees, suppliers, contractors and others with the

reporting of any malpractice or illegal act or omission by

others. The policy is reviewed at least every two years or more

often if necessary and is communicated to all employees. It

was last reviewed in June 2024.

Anti-Bribery and Corruption policy

The Company’s Anti-Bribery and Corruption policy formalises

the Company’s zero-tolerance approach to bribery and

corruption. The Company expects all employees, suppliers,

contractors and consultants to conduct their day-to-day

business activities in a fair, honest and ethical manner, and

to be aware of and refer to the Anti-Bribery and Corruption

Policy in all of their business activities worldwide and to

conduct all business in compliance with it. The Company

seeks to enforce eﬀective systems to counter bribery, such

as secondary authorisations for payments. We also expect

and require high standards of behaviour from our partners.

The Anti-Bribery and Corruption Policy is reviewed every two

years or more often if necessary and is communicated to all

employees. It was last reviewed in June 2024.

Seek to understand and meet shareholder needs

and expectations

The Company’s Executive Chairman is responsible for

shareholder liaison. He holds regular meetings with the

Company’s major shareholder to discuss the Company’s

strategy and performance and maintains a dialogue between

the Company and its investors. The entire Board receives

feedback following these meetings and any issues raised

are discussed. The Independent Non-Executive Director is

available to meet with shareholders if required.

The Annual General Meeting (“AGM”) is the main forum

for dialogue between the Board and the shareholders. All

Directors aim to attend the AGM. The Executive Chairman

leads the AGM and takes questions from the ﬂoor. The

Executive Chairman receives regular industry and peer

updates, to enable him to keep current on issues relevant to

the Company and its shareholders.

Take

into

account

wider

stakeholder

interests,

including social and environmental responsibilities,

and their implications for long-term success

The Company’s ability to achieve its long-term success

is dependent on good relations across a wide range of

stakeholders both internally (employees) and externally (joint

operation partners, suppliers, regulatory authorities, local

governments and communities in which we operate).

Our employees are one of the most important stakeholder

groups and the Board recognises the need for two-way

communication with the workforce. The small size of the

Company means that the Directors and senior managers

are relatively accessible to all employees to provide and

receive feedback.

We recognise our responsibilities to the environment and

community in the areas in which we operate. The Company

places a high priority on operating to high standards of

integrity and ethics. We recognise that our activities may have

an impact on the environment and therefore aim to minimise

that impact by operating in a socially responsible manner.

Corporate Governance

continued

Aminex PLC

annual report 2025

The Company seeks to behave as a responsible employer

and make positive contributions to the local economies.

The

Company

has

also

considered

the

risk

climate

change and the decarbonisation of the global economy to

its business and will continue to monitor shifts in investor

sentiment towards the oil and gas sector related to climate

change and will receive updates relating to Tanzania’s energy

transition and climate resilience plans. As set out on pages

10 to 14, during 2024 and in order to report in line with the

TCFD framework, the Company undertook a detailed risk

and opportunity identiﬁcation assessment and to stress-test

the Group’s strategy out to 2050 using scenario analysis.

This process deepened the Group’s understanding of the

climate-related risks facing it over the coming decades and

highlighted additional considerations that require embedding

into

the

decision-making

the

Company.

has

also

strengthened the understanding of the signiﬁcant opportunity

that underpins the Group’s strategy.

All the Company’s stakeholders have access to contact

information for communication with the Company.

Embed eﬀective risk management, internal controls and

assurance activities, considering both opportunities

and threats, throughout the organisation

The Board acknowledges its overall responsibility for ensuring

that the Company has a robust framework of risk management

and an appropriate system of internal control. However, any

system can only provide reasonable, not absolute, assurance

against material misstatement or loss and is designed to

manage but not to eliminate the risk of failure to achieve

business objectives. The key risk management procedures

are preparation of annual budgets for approval by the Board;

cash ﬂow management and treasury policies and procedures

for the management of liquidity, currency and credit risk

ﬁnancial

assets

and

liabilities;

regular

management,

committee and Board meetings to review operating and

ﬁnancial activities; consideration of industry and country-

speciﬁc risks as part of the Company’s review of strategy;

recruitment of appropriately qualiﬁed and experienced staﬀ

to key ﬁnancial and management positions; and preparation

of annual ﬁnancial statements, including external audit review.

Establish and maintain the board as a well-functioning,

balanced team led by the chair

The Board consists of four members and comprises an

Executive Chairman and three Non-Executive Directors.

The Executive Chairman is responsible for the leadership of

the Board, ensuring its eﬀectiveness and setting its agenda

and, with support from the Audit and Risk Committee and

the Company Secretary, is responsible for the Company’s

approach to corporate governance and the application of the

principles of the QCA Code. As a result of the Company’s

increasing focus on cost management and given the lack

of operational activity by the Company, the appointment of

an Executive Chairman in January 2022 in place of a Chief

Executive Oﬃcer and a Non-Executive Chairman was both

appropriate and prudent and followed consultation with the

Company’s largest shareholder. The Senior Independent

Director is Tom Mackay. Tom Mackay served as interim Chief

Executive of the Company between May 2019 and April 2020

however the Board considers him to be free from any business

relationships or circumstances that could materially interfere

with the exercise of his independent judgement.

All Directors are expected to attend the scheduled meetings

during the year. In addition, other meetings and calls are

held in between each scheduled meeting to ensure that

Non-Executive

Directors

are

kept

informed

corporate

developments. To ensure that the Directors can properly

carry out their roles, all Directors receive reports and papers

on a timely basis for Board and Committee meetings. The

Directors

have

access

regular

supply

ﬁnancial,

operational and strategic information to assist them in the

discharge of their duties. Such information is provided as part

of the normal management reporting cycle undertaken by

senior management. All Directors have access to the advice

and services of the Company Secretary and may obtain

independent professional advice at the Group’s expense.

The Directors allocate appropriate time for the proper

discharge of their duties and understand the need to commit

additional time in exceptional circumstances.

The Board is responsible for setting the overall strategy of the

business, reviewing management performance and ensuring

the Company has suﬃcient ﬁnancial and human resources

to meet its objectives. It directs the Company’s activities in

an eﬀective manner through regular Board meetings and

monitors performance through timely and relevant reporting

procedures. The Board is speciﬁcally responsible for approval

of budgetary and business plans; approval of signiﬁcant

investments and capital expenditure; approval of annual

and half-year results and interim management statements,

accounting policies and the appointment and remuneration of

the external auditors; changes to the Group’s capital structure

and the issue of any securities; establishing and maintaining

the

Group’s

risk

appetite,

system

internal

control,

governance and approval authorities; executive performance

and succession planning; determining standards of ethics

and policies in relation to health, safety, security, environment,

social and community responsibilities; disclosure to the

market and shareholders.

Board Committees

During 2025, the Board had an Audit and Risk Committee,

a Remuneration Committee and a Nominations Committee,

each of which has formal terms of reference approved by the

Board. The activities of the Committees are set out on pages

24 to 27.

Attendance at Board and Committee meetings is set out on

page 20.

Tom

Mackay,

the

Senior

Independent

Director,

has

beneﬁcial interest in the Company and participates in the

Aminex PLC Executive Share Option Scheme (the “Scheme”)

and the Plan. Share options were granted to Tom Mackay

under the Scheme as part of his remuneration package in

2019 when he was interim Chief Executive Oﬃcer of the

Company and under the terms of his departure as Chief

Executive Oﬃcer in 2020, he was entitled to retain such

options. Share options were granted to Tom Mackay under

the Plan as part of his remuneration package in 2022. Further

share options under the Plan were granted to him in June

2023. The Board considers Tom Mackay is free from any

business relationships or circumstances that could materially

interfere with the exercise of his independent judgement.

Sultan Al-Ghaithi, a Non-Executive Director, was granted

options under the Plan in June 2023. Sultan Al-Ghaithi

was nominated by Eclipse, then a major shareholder in the

Company, to be a Non-Executive Director.

Sultan Al-Ghaithi is the Chief Executive Oﬃcer of ARA

Petroleum LLC which is an associate company of ARA

Corporate Governance

continued

Aminex PLC

annual report 2025

Oﬀshore.

The

Board

recognises

this

potential

conﬂict

of interest and procedures are in place to ensure that

the

obligations

Eclipse/ARA

Oﬀshore-appointed

representatives as Directors of Aminex are observed.

Robert Ambrose, a Non-Executive Director, has a beneﬁcial

interest in the Company. Robert Ambrose is the Chief

Compliance Oﬃcer for ARA Petroleum LLC which is an

associate company of ARA Oﬀshore, a major shareholder in

the Company, and was nominated by Eclipse to be a Non-

Executive Director, which was then a major shareholder

in the Company. The Board recognises this potential

conﬂict of interest and procedures are in place to ensure

that

the

obligations

Eclipse/ARA

Oﬀshore-appointed

representatives as Directors of Aminex are observed.

The Executive Chairman considers that the Company has

a balanced and diverse Board with the requisite skills to

source and assess future strategic growth and consolidation

opportunities as it transitions from operator to non-operator

of its key asset.

Maintain appropriate governance structures and

ensure that individually and collectively the directors

have the necessary up-to-date experience, skills and

capabilities

The Board of Directors recognises the importance of applying

the highest standards of corporate governance to enable

eﬀective and eﬃcient decision making, and to assist the

Directors in discharging their duty to promote the success of

the Company for the beneﬁt of its shareholders. The Board

is responsible for the Group’s system of internal controls, the

setting of appropriate policies on those controls, the regular

assurance that the system is functioning eﬀectively and that it

is eﬀective in managing business risk. The system of internal

control is designed to manage rather than eliminate the risk of

failure to achieve business objectives.

The Audit and Risk Committee monitors the Group’s internal

control procedures, reviews the internal controls processes

and risk management procedures and reports its conclusions

and recommendations to the Board.

The Directors consider that the frequency of Board meetings

and the information provided to the Board in relation to

Group operations assists the identiﬁcation, evaluation and

management of signiﬁcant risks relevant to its operations on

a continuous basis.

Preparation and issue of ﬁnancial reports to shareholders and

the markets, including the consolidated ﬁnancial statements,

is overseen by the Audit and Risk Committee. The Group’s

ﬁnancial reporting process is controlled using documented

procedures. The process is supported by a Group ﬁnance

team based in the UK and ﬁnance personnel in Tanzania who

have responsibility and accountability to provide information in

keeping with agreed policies. Aminex’s processes support the

integrity and quality of data by arrangements for segregation

of duties. Each reporting entity’s ﬁnancial information is

subject to scrutiny at reporting entity and Group level by the

Executive Chairman and Chief Financial Oﬃcer. The half-year

and annual consolidated reports are also reviewed by the

Audit and Risk Committee in advance of being presented to

the Board for review and approval.

Other key policies and procedures include preparation of

annual budgets for approval by the Board; ongoing review

expenditure

and

cashﬂow

versus

approved

budget;

establishment

appropriate

cashﬂow

management

and

treasury policies for the management of liquidity, currency

and credit risk on ﬁnancial assets and liabilities; delegation

of authorities and bank mandates; regular management,

committee and Board meetings to review operational and

ﬁnancial

activities;

recruitment

appropriately

qualiﬁed

and experienced staﬀ to key ﬁnancial and management

positions; Management Risk Committee, risk management

procedures and risk register to assist with the identiﬁcation

and management of risk.

The Board reserves for itself a range of key decisions to ensure

that it retains proper direction and control of the Company

whilst delegating authority to the Executive Chairman who is

responsible for the day-to-day management of the business.

The following matters are reserved for the Board:

all matters which exceed the authority delegated to the

Executive Chairman;

mergers and acquisitions transactions;

strategy, budgets and business plans;

audit, ﬁnancial and other reporting;

changes in the capital structure of the company and the

issue of shares or other securities by the Company;

policies and guidelines;

internal controls and governance;

- appointment or removal of Directors and the Group

Company Secretary;

establishment of sub-boards and committees;

appointment, re-appointment or removal of the auditors

and any other corporate advisers.

The Company conducts a review of the Company’s

governance framework each year and takes into account

audit recommendations.

The Company is committed to ensure that the Board has a

suitable mix of skills and competencies covering all essential

disciplines

and

suﬃciently

diverse

and

appropriately

balanced. In its work in the area of Board renewal, the

Nominations Committee looks at a number of criteria when

considering Non-Executive Director and Executive Director

candidates, including: international business experience,

particularly in the region in which the Group operates or into

which it intends to expand; skills, knowledge and expertise

(including educational or professional background) in areas

relevant to the operation of the Board; diversity, including

nationality and gender; and the need for an appropriately

sized Board.

During the ongoing process of Board renewal, each, or a

combination, of these factors can take priority. The Board

appointed its ﬁrst female Director in January 2019. Three

nationalities are represented on the Board, and the Directors

have a wide range of backgrounds and experiences including

African oil and gas operations, listed company, commercial,

legal, transactional and ﬁnancial experience. The average

tenure of service by a Director (including previous service

by Tom Mackay, Sultan Al-Ghaithi and Robert Ambrose) is

seven years.

The nature of the Company’s business requires the Directors

to keep their skillset up to date. The Directors are kept

informed on relevant regulatory compliance and statutory

matters

through

brieﬁngs

external

advisers

and

all

Executive and Non-Executive Directors have access to the

Company’s external advisers.

Corporate Governance

continued

Aminex PLC

annual report 2025

All Company Non-Executive Directors also hold directorships

and senior management roles in other companies, helping

to ensure broad and current experience. Further training is

available at the Company’s expense.

Evaluate Board performance based on clear and

relevant objectives, seeking continuous improvement

The Board considers that the combination of Non-Executive

and Executive Directors is of suﬃcient competence and

experience to support the strategy and development of

the Company. The Executive Chairman and Nominations

Committee will continue to review and monitor the strength

and objectivity of the Board and seek improvement.

Succession planning is currently undertaken on an informal

basis by the Executive Chairman in consultation with the Board.

The Board is satisﬁed that this is appropriate for this stage in

the Company’s development.

While the Executive Chairman and Nominations Committee

evaluate requirements for the Board, a formal evaluation

process for the Board as a whole, as well as of its Committees

and Directors, has not taken place in the year. The Company

does not currently comply with the QCA Code in this respect.

Establish a remuneration policy which is supportive of

long-term value creation and the company’s purpose,

strategy and culture

Given the size of the Company and its Board, the Board’s

remuneration approach has been designed to incentivise

and retain its directors and staﬀ whose skills and experience

are central to the Company delivering on its purpose and

strategy. The Remuneration Committee meets to discuss

executive and staﬀ remuneration and to ensure that the

Executive Director and staﬀ are incentivised and motivated.

The current remuneration arrangements for the Executive

Director are set out in the Directors’ Remuneration Report on

page 31. The remuneration arrangements ensure alignment

with shareholder interests and are appropriate in value for a

company of Aminex’s size and given its stage of development.

Communicate how the Company is governed and is

performing by maintaining a dialogue with shareholders

and other relevant stakeholders

Aminex is committed to open communication with all its

stakeholders. The Company communicates regularly with

shareholders including the release of the interim and annual

results and following signiﬁcant developments. The Annual

General Meeting is normally attended by all Directors.

Shareholders, including private investors, are invited to ask

questions on matters including the Group’s operations and

performance and to meet with the Directors after the formal

proceedings have ended.

The Group maintains a website www.aminex-plc.com on which

all announcements, ﬁnancial statements and other corporate

information are published. The Directors are available to meet

institutional shareholders for ad hoc discussions. The Senior

Independent Director is available to meet with shareholders

if they have concerns which contact through the normal

channels of the Executive Chairman has failed to resolve or

for which such contact is inappropriate.

Copies of the Annual Report and Financial Statements are

issued to all shareholders who have requested them and

copies are available on the Group’s website www.aminex-

plc.com.

The Board discloses the result of general meetings by way

of announcement and in order to improve transparency, the

Board has committed to announcing proxy voting results in

future and disclosing them on the Company’s website. In the

event that a signiﬁcant portion of voters have voted against a

resolution, an explanation of what actions it intends to take to

understand the reasons behind the vote will be included.

Audit and Risk Committee

Composition of the Audit and Risk Committee

The Audit and Risk Committee comprises two members.

The Senior Independent Director, Tom Mackay is the Chair

of the Committee and is considered by the Board to have

recent and relevant ﬁnancial experience. During the year, the

Audit and Risk Committee comprised Tom Mackay (Chair)

and Robert Ambrose. All members of the Committee are

deemed to be ﬁnancially competent and suitably qualiﬁed.

The terms of reference for the Audit and Risk Committee

are available for inspection on the Company’s website www.

aminex-plc.com.

Activities of the Audit and Risk Committee

The Audit and Risk Committee meets formally at least three

times a year and otherwise as required and also meets with

the Company’s external auditor at least twice a year. The

Audit and Risk Committee met three times during the year. All

Directors are invited to attend, and the Committee meetings

were attended by the Executive Chairman and the Chief

Financial Oﬃcer. The external auditor also attended part of

some of the meetings, as required and met separately with

the Committee Chair.

The main roles and responsibilities of the Audit and Risk

Committee are to monitor the integrity of the Company’s

ﬁnancial statements, review key ﬁnancial reporting judgements

and estimates and review and monitor the eﬀectiveness of

the Group’s internal control and risk management systems.

The Committee also reviews and approves the audit and

non-audit fees due to the Group’s external auditor, approves

the external auditor’s letter of engagement and reviews the

external auditor’s report to the Audit and Risk Committee.

In undertaking this review, the Audit and Risk Committee

discussed with management and the external auditor the

critical accounting policies and judgements that had been

applied. In addition, it considers the ﬁnancial performance,

position and prospects of the Group and the Company

and ensures they are properly monitored and reported

on. It oversees the relationship with the external auditor

(including advising on their appointment, agreeing the scope

of the audit and reviewing the audit ﬁndings). The Audit and

Risk Committee is also responsible for the appointment

of the external auditor. During the year, the Audit and Risk

Committee discharged its responsibilities as follows:

Integrity of the ﬁnancial statements

The Audit and Risk Committee reviewed the interim and

annual ﬁnancial statements prior to Board approval, the

appropriateness of the Group’s key accounting policies, key

judgements and estimates adopted in preparing the ﬁnancial

statements and the potential impact on the Group’s ﬁnancial

statements of certain matters such as impairment of non-

current asset values.

The Audit and Risk Committee determined that the key

risks of misstatement of the Group’s ﬁnancial statements

related to the carrying value of intra-group loans, the carrying

value of exploration and evaluation assets, the carrying

Corporate Governance

continued

Aminex PLC

annual report 2025

value of production assets held under property, plant and

equipment, the recognition of contingent liabilities, including

commitments and certain amounts sought by the TPDC, and

going concern.

These issues were discussed with management during the

year when the Committee considered the half-year ﬁnancial

statements in September 2025 and the ﬁnancial statements

for the year ended 31 December 2025 in April 2026. These

matters and how they were addressed are set out in further

detail below:

Carrying value of exploration and evaluation assets

The total carrying value of exploration and evaluation assets

at 31 December 2025 is US$39.06 million. The Audit and

Risk Committee assessed the carrying value of exploration

and

evaluation

assets

applying

the

industry-speciﬁc

indicators of impairment set out in IFRS 6 “Exploration for

and Evaluation of Mineral Resources” along with a review

of any other potential indicators of impairment. The Audit

and Risk Committee considered the expiry of and prospect

of extensions to each licence, anticipated continuance of

activity and planned expenditure and whether there was any

indication that the carrying cost was unlikely to be recovered

from a successful development or sale.

The Audit and Risk Committee considered the recoverability

of the carrying value of the Ruvuma PSA, which contains the

Mtwara Licence. The Committee noted the signing of the Gas

Sales Agreement (“GSA”) in January 2024, the granting of the

Ntorya Development Licence in May 2024, the progress made

by the TPDC in 2025 with the Ntorya to Madimba pipeline,

the progress

APT had made during the year in respect of

civil works on access roads and well sites and evaluation of

rig tenders, the submission of a revised Field Development

Plan incorporating the extensive results of the 3D seismic

campaign and the proposed work programme and budget

for 2026, approved by all Ruvuma JV partners.

The Committee noted that the 2020 Farm-Out had secured

US$35 million of carry consideration for the Group’s share

of future expenditure on the Ruvuma PSA asset with the

expectation that this funding would see the Group through

to material production from the development if successful.

The Committee concurred with management that there was

a reasonable expectation that this investment would result

in the asset’s recoverable amount being greater than the

carrying value of the asset.

The Audit and Risk Committee were satisﬁed no further

provision for impairment was required against the remaining

carrying value of the Ruvuma PSA.

In 2019, the Company recognised a partial impairment of

US$10.4 million against the carrying value of the Ruvuma

PSA in respect of the Lindi Licence. The Committee took

into consideration the continuing uncertainty of the impact

of The Petroleum (Cost Recovery Accounting) Regulations

2019 on the recoverability of past expenditure on the Licence

and the Committee concurred with management that the

Lindi Licence exploration costs of US$10.4 million should

remain impaired until either a new PSA is granted for the Lindi

Licence or the Company is able to demonstrate with suﬃcient

certainty that The Petroleum (Cost Recovery Accounting)

Regulations 2019 should not impact the recovery of Lindi

costs under the Mtwara Licence.

In respect of the Nyuni Area PSA, the Group commenced

discussions with the Tanzanian authorities during 2022 to

return the licence to the Ministry of Energy. Such discussions

are ongoing and have resulted in the Group being requested

to continue to market the licence into 2025 in an attempt to

ﬁnd a third-party partner willing to pursue and fund a mutually

agreed

re-negotiated

work

programme.

The

Committee

conﬁrmed management’s conclusion that the Nyuni Area PSA

asset should continue to be fully impaired at 31 December

2025 and any expenditure related to the Nyuni Area PSA in

2025 will be fully provided against.

The Committee considered the recoverability of the carrying

value of the Kiliwani South CGU and noted that no activity

was planned on the asset by the Company, and with the

continued uncertainty over the Nyuni Area PSA and the

continued delays over the Kiliwani North licence’s commercial

terms, it was unlikely any development, particularly in the

near term, would commence. Furthermore, the Committee

noted that with the Group transitioning to a non-operator

strategy any development would require a suitable farm-

in partner that would secure the necessary funding and is

capable to assume operatorship of the Licence, noting that

this could take signiﬁcant time to complete. The Committee

concluded with management that the above were indicators

of impairment and that the Kiliwani South CGU should remain

fully impaired as at 31 December 2025.

Carrying value of property plant and equipment

The Audit and Risk Committee assessed the carrying value

of the development asset at Kiliwani North.

The Committee concluded an impairment indicator

continued to exist following the continued delays over

production from the KN-1 well.

The Committee considered the appropriate valuation

method to adopt considering the changes in circumstances

during the year including failure to agree commercial

terms over production and transition to a non-operator

strategy. The Committee concluded that a value-in-use

basis to determine the recoverable amount was the most

appropriate method of valuation and would generally be

higher than the asset’s fair value less cost of disposal.

The Committee noted the key assumption for the 2024

impairment test was the expectation on the timing of

commencement of production.

The Committee agreed with management’s assessment,

that although the Company is actively pursuing a farm

in partner, the remediation of the KN-1 well was unlikely,

considering the time it would take to agree commercial

terms, identify a suitable partner to assume operatorship

and bring in the necessary funding to enable any work

programme. Therefore, the Committee concluded that the

production assumption for the KN-1 well, that represents

the carrying value of the Kiliwani North CGU, should be

nil and, as the fair value less costs of disposal was also

considered to be nil, the asset should remain fully impaired.

The total impairment charge recognised in 2025 was

US$0.57 million (2024: US$1.48 million).

Carrying value of intra-group loans

During the year, due to continued progress made on

the Ruvuma PSA, including the award of the pipeline

construction contract, there was considered to be no

change to credit risk and no requirement for a provision

against the Company’s intercompany loan due from its

subsidiary Ndovu Resources Limited.

Corporate Governance

continued

Aminex PLC

annual report 2025

The Audit and Risk Committee assessed the carrying value

of the Company’s intra-group loans with its subsidiaries and

management’s recommendation for an increase of US$1.17

million in the impairment provision. The assessment took

into consideration the ability of the subsidiary undertakings

to service the loans that are repayable on demand and are

not subject to interest.

Decommissioning estimates

The Audit and Risk Committee assessed the provision related

to the decommissioning obligations of the Group.

The Committee challenged the assumptions adopted by

management particularly the key risk areas including cost

estimates and timing of abandonment. The Committee

noted the inﬂation increases at 31 December 2025 that were

applied to the cost estimates in the 2024 Decommissioning

Cost Report prepared by a third-party expert. The Committee

agreed with management’s assumption that these increased

cost estimates were appropriate for use due to signiﬁcant

uncertainty that exists over the condition of the wells and

abandonment requirements until the programme is agreed with

the Tanzanian authorities. The cost estimates used contributed

US$0.45 million to the overall increase in the decommissioning

liability as at 31 December 2025.

Recognition

commitments,

guarantees

and

contingent liabilities

The Audit and Risk Committee considered the ongoing

tax assessments covering the periods from 2013 to 2015,

2016 to 2018 and 2019 to 2020 from the Tanzania Revenue

Authority (“TRA”). The Committee took into account relevant

tax legislation and advice from the Company’s local tax

consultants.

The

Committee

further

considered

and

assessed the status of management’s discussions with the

TPDC concerning historical requests for payments of certain

amounts sought by the TPDC for unpaid royalty and under proﬁt

share arrangements (see Note 25). The assessment took into

account third party legal advice. The Committee concluded

that adequate accruals had been made and the disclosure

of the matter as a contingent liability was appropriate. The

Committee also reviewed the other guarantees, commitments

and contingent liabilities set out in Note 25 and considered

them to be appropriate.

Going concern

The Audit and Risk Committee considered the Group and the

Company’s ability to continue as going concerns. The Audit

and Risk Committee reviewed and challenged the cash ﬂow

projections and sensitivity analysis performed, together with

the key assumptions on which they were based, prepared by

management for the going concern period i.e. the 12-month

period from the date of approval of the ﬁnancial statements.

The Committee also considered circumstances arising

beyond the 12-month period up to 31 December 2027.

The Committee, noting the current cash balances, the

expected commencement of production and receipt of

revenues later in 2026, and the Company’s ability to raise

funds, as evidenced by the recent successful share placing,

was

satisﬁed

that

was

appropriate

for

the

ﬁnancial

statements to be prepared on a going concern basis.

However,

the

Committee

noted

the

Tanzanian

tax

assessments received by the Group’s Tanzanian wholly

owned subsidiary in relation to 2013 to 2015, 2016 to 2018,

2019 to 2020, and the subsequent demand notice received in

January 2025, as set out in Note 25 and that development or

decommissioning of the Group’s assets in Tanzania, including

the Nyuni Area PSA commitment also set out in Note 25, will

require the sourcing of additional funding and concluded that

there is a signiﬁcant uncertainty as to the ability of Aminex to

raise additional funds in the current market conditions.

The Committee considered that, as the Group has been

successful in raising equity funds at various times and in

similar circumstances in the recent past on acceptable

terms to the Group, the Group would be in a position to raise

additional funds or alternative sources of ﬁnance, if required,

to meet any contingent liabilities or expenditures, detailed

above, during the going concern period. The Committee

noted the possibility for further assessments for tax years

after 2020 but considered any cash outﬂow unlikely to arise

in the going concern period due to timeframes for tax cases

in Tanzania. The Committee also considered the rights

reserved over royalty and proﬁt share by the TPDC under the

settlement agreement reached in October 2021 for past gas

sales (see Note 25) and considered these to be without merit.

The Committee further noted that if the TPDC pursued these

claims the process to resolve would take a signiﬁcant period

of time in excess of the going concern assessment period.

Therefore, the Committee concluded that there exists a

material uncertainty on the Group’s ability to continue as a

going concern and accordingly the Group may not be able

to realise its assets and discharge its liabilities in the ordinary

course of business.

Misstatements

Management conﬁrmed to the Audit and Risk Committee

that they were not aware of any material misstatements or

immaterial misstatements made intentionally to achieve a

particular presentation.

Discussions with the auditor

The Audit and Risk Committee has received and discussed a

report from the external auditor on the ﬁndings from the audit,

including those relating to the risks noted above.

Conclusion

After

reviewing

the

presentations

and

reports

from

management and taking into account views expressed by

the external auditor, the Audit and Risk Committee is satisﬁed

that

the

ﬁnancial

statements

appropriately

address

the

critical accounting judgements and key sources of estimation

uncertainty (both in respect of amounts reported and the

disclosures). The Audit and Risk Committee is also satisﬁed

that

the

signiﬁcant

assumptions

used

for

determining

the value of assets and liabilities have been appropriately

scrutinised and challenged and are suﬃciently robust.

Appointment of auditor

The Company appointed Baker Tilly Ireland Audit Limited

(“Baker Tilly”) to become the Group’s statutory auditor for

the ﬁnancial year commencing 1 January 2024 and the

appointment was approved by shareholders at the 2025

Annual General Meeting.

Work by and independence of external auditor

The Audit and Risk Committee has a policy to monitor

the level of audit and non-audit services provided by the

Group’s external auditor. This policy sets out that non-audit

services, which need to be agreed in advance, are normally

limited to assignments that are closely related to the annual

audit or where the work is of such a nature that a detailed

understanding of the Group is necessary. An analysis of the

fees paid to the external auditor in respect of audit and non-

Corporate Governance

continued

Aminex PLC

annual report 2025

audit work is included in Note 6 of the ﬁnancial statements.

In addition to processes and safeguards put in place to

ensure segregation of audit and non-audit roles, as part of

the assurance process in relation to the audit, the external

auditor is required to conﬁrm to the Audit and Risk Committee

that they have both the appropriate independence and

objectivity to allow them to continue to serve the members of

the Group. This is the second year with Baker Tilly as auditor

and Baker Tilly did not provide any non-audit services during

the year. No matters of concern were identiﬁed by the Audit

and Risk Committee.

The Audit and Risk Committee invites the Chief Financial

Oﬃcer and representatives of the external auditor to the

meetings as appropriate. Members of the Audit and Risk

Committee have an opportunity to meet in private without the

presence of the Chief Financial Oﬃcer or the external auditor.

The Audit and Risk Committee also has an opportunity

to discuss in private any matters with the external auditor

without the presence of the Chief Financial Oﬃcer.

Internal audit function

The Audit and Risk Committee reviews the necessity for the

establishment of an internal audit function. At present, the

Committee does not consider that an internal audit function

is required because of the small size of the Group and the

direct involvement of senior management in setting and

monitoring controls.

Internal controls and risk management

On behalf of the Board, the Audit and Risk Committee has

closely monitored the maintenance of internal controls and

risk management during the year. Key ﬁnancial risks are

reported during each Audit and Risk Committee meeting,

including developments and progress made towards

mitigating these risks.

The Committee received regular reports from the Chief

Financial Oﬃcer throughout the year and was satisﬁed

with the eﬀectiveness of internal controls. During the year,

the Committee reviewed and approved updated ﬁnance

processes and procedures, the risk management procedure

and the risk register reported by the Management Risk

Committee to the Committee. More information on internal

controls and risk management procedures and key areas of

risk for the Group are set out below.

Remuneration Committee

During the year, the Remuneration Committee comprised

Tom Mackay (Chair) and Robert Ambrose. The Remuneration

Committee met once during the year in December 2025

to consider the granting of options under the Aminex

PLC Restricted Share Plan (“the Plan”) and to review

the remuneration of the Group’s Directors and staﬀ. The

Committee recommended that no options be awarded to

Directors or staﬀ. Details of Directors’ remuneration and

options held is set out in the Directors’ Remuneration Report

on pages 31 to 32.

Nomination Committee

During the year, the Nominations Committee comprised

Charles Santos (Chair), Tom Mackay and Robert Ambrose.

The Nominations Committee did not formally meet during

the year however various discussions between and among

Directors took place.

Diversity

As at 31 December 2025, the Board had no women members

and none of the two senior positions on the Board was held

by a woman. 25% of the Board identiﬁed as being ethnic

minority. The Board recognises that it does not currently

meet the UK Listing Rules targets, however the Board will

be seeking to address this in the coming years. The Board

recognises the role of diversity in promoting balanced and

considered decision making which aligns with the Group’s

purpose, values and strategy, however it also recognises the

requirement to maintain a size of Board commensurate to the

scope of its operations at this stage. All Board appointments

are made on an objective and shared understanding of

merit, in line with required competencies relevant to the

Company as identiﬁed by the Nomination Committee with

the prime objective to maintain and enhance the Board’s

overall eﬀectiveness.

Internal control

The Directors are responsible for the Group’s system of

internal controls, the setting of appropriate policies on those

controls, the regular assurance that the system is functioning

eﬀectively and that it is eﬀective in managing business risk.

The system of internal control is designed to manage rather

than eliminate the risk of failure to achieve business objectives.

Board and leadership team diversity as at 31 December 2025

As required under UK LR 22.2.30R, the breakdown of the gender identity and ethnic background of the Board and Executive

management, as at 31 December 2025 is set out in the tables below. This information is based on self-reported data from

the Board and Executive management. Between 31 December 2025 and 27 April 2026, being the date at which this report is

approved, there have been no changes in composition of the Board or Executive management.

Number

Percentage

Number of Senior

Number in

Percentage of

Gender Identity

of Board

of the

positions on the Board

Executive

members

Board

(CEO, CFO, SID and Chair)

management

Men

100%

Women

Not speciﬁed/prefer not to say

Ethnic background

White British or other White (including minority-white groups)

75%

100%

Mixed/multiple ethnic groups

Asian/Asian British

Black/African/Caribbean/Black British

Other ethnic group

25%

Not speciﬁed/prefer not to say

1. Includes Executive Chairman and Senior Independent Director. The CFO is not a Board position but is a member of Executive management.

2. Includes the Executive Chairman and his direct reports.

Corporate Governance

continued

Aminex PLC

annual report 2025

The

Audit

and

Risk

Committee

monitors

the

Group’s

internal control procedures, reviews the internal controls

processes and risk management procedures and reports its

conclusions and recommendations to the Board.

The Directors consider that the frequency of Board meetings

and the information provided to the Board in relation to

Group operations assists the identiﬁcation, evaluation and

management of signiﬁcant risks relevant to its operations on

a continual basis.

Preparation and issue of ﬁnancial reports to shareholders

and

the

markets,

including

the

consolidated

ﬁnancial

statements, is overseen by the Audit and Risk Committee.

The Group’s ﬁnancial reporting process is controlled using

documented procedures. The process is supported by a

Group ﬁnance team based in the UK and ﬁnance personnel

in Tanzania who have responsibility and accountability

provide

information in keeping

with agreed

policies.

Aminex’s processes support the integrity and quality of data

by arrangements for segregation of duties. Each reporting

entity’s ﬁnancial information is subject to scrutiny at reporting

entity and Group level by the Executive Chairman and Chief

Financial Oﬃcer. The half-year and annual consolidated

reports are also reviewed by the Audit and Risk Committee

in advance of being presented to the Board for its review

and approval.

Other key policies and procedures include preparation of

annual budgets for approval by the Board; ongoing review

expenditure

and

cashﬂow

versus

approved

budget;

establishment of appropriate cashﬂow management and

treasury policies for the management of liquidity, currency

and credit risk on ﬁnancial assets and liabilities; delegation

of authorities and bank mandates; regular management,

committee and Board meetings to review operational and

ﬁnancial

activities;

recruitment

appropriately

qualiﬁed

and experienced staﬀ to key ﬁnancial and management

positions; Management Risk Committee, risk management

procedures and risk register to assist with the identiﬁcation

and management of risk.

Management review risks and update the risk register in

regular Management Risk Committee meetings and the

Audit and Risk Committee review the risk register at least

twice annually. The principal risks and uncertainties are set

out below.

The Audit and Risk Committee also ensures that appropriate

procedures, resources and controls are in place to comply

with the UK Listing Rules, Market Abuse Regulation, Ireland

and UK companies’ legislation and monitors compliance

thereof. There are anti-bribery and corruption, whistleblowing

and environmental policies, a Code of Business Conduct

and share dealing policy which are considered appropriate

for the Company.

Following the monitoring and review of the internal control

process and the risk management procedures, the Board

considers that the system of internal control operated

appropriately during the year and up to the date of signing

the Annual Report.

Principal Risks and Uncertainties

The Group’s strategic objectives for its principal activities,

being the production and development of and the exploration

for oil and gas reserves, are only achievable if certain risks

are managed eﬀectively. The Board has overall accountability

for determining the type and level of risk it is prepared to

take. The Board has been assisted by the Management

Risk Committee, which seeks to identify risks for Audit and

Risk Committee and Board consideration and the Audit and

Risk Committee which monitors risks, the responsibility for

those risks and how they are managed. The following are

considered to be the key risks facing the Group that may

aﬀect the Group’s business, although there are other risks

which the Group currently deems to be less material that may

impact the Group’s performance.

Climate Change Risks

Physical climate risk

– The risk arising from increasing

frequency of acute weather events and chronic changes in

weather patterns, which can result in reduced revenues

from operational ineﬃciencies and disruption to key sites;

rising costs from implementation of climate change resilience

measures at key sites or the need to either repair or ultimately

decommission those sites; balance sheet impact from asset

value write down; insurance coverage required for at-risk sites.

Mitigation

– Suitable insurance coverage for relevant sites

should mitigate any losses; appropriate contingency and

emergency plans and testing should be put in place with

increased costs incorporated into business planning.

Transition risks

–

Market

– Changing market sentiment

and advances in renewable energy may shift Tanzanian

Government away from natural gas in the long-term and

reduce UK capital access in the medium-term, which could

lead to asset values depreciating or becoming stranded if

licences are revoked or made conditional; declining revenues

from reducing gas prices; increased cost of insurance; cost

of management time to respond to shareholder activism

and time to generate new capital; share price impact and

increased cost of capital.

Mitigation

–

Continue

work

closely

with

Tanzanian

Government and other key stakeholders to monitor planned

energy mix and net zero commitments for beyond 2030;

regularly review strategy in line with market demand; as

become operational, increased investment into and further

engagement with local communities, e.g. investing in initiatives

to support all Tanzanian communities to transition from

charcoal to gas, medical and educational facilities’ power

generation from diesel to gas connectivity; reduce capital risk

ﬂow through proven cash ﬂows and a strong business case

with an extended development plan.

Transition risks

–

Policy and Legal

– Stricter regulations

and legal actions on hydrocarbon commerce, including

international limits on use and emissions, with potential ﬁnes

for non-compliance, which could lead to revenue being

impacted by reputational damage or restrictions on licences

and future exploration; cost of litigation, potential ﬁnes and

management team eﬀort diverted to managing litigation issues;

cost of reduced access to capital resulting from reputational

damage; and asset value reduction, with enforced stranded

assets (long-term).

Mitigation

–

Work

with

Tanzanian

government

and

stakeholders to assess policy and political developments

relating to the energy transition; monitor Tanzania’s NDC

commitments

and

likelihood

for

increased

regulation;

continue to proactively monitor UK and European regulatory

requirements and engage with investors to monitor

sentiment; respond to new regulatory requirements in a

proportionate way.

Corporate Governance

continued

Aminex PLC

annual report 2025

Strategic Risks

Delay to production of gas from Ruvuma

– Development

and production of gas from the Ruvuma asset may be

delayed beyond the current targeted timescale due to any

or a combination of the following factors causing a delay in

receipt of revenue and a requirement to raise capital: adverse

weather; operator and contractor-related delays; delay in

transportation/clearance of drilling rig and other equipment;

government bureaucracy; failure by the TPDC to build the

necessary pipeline.

Mitigation

– Aminex cooperates with the Ruvuma operator

and other relevant stakeholders to assist with the timely

development of the Ruvuma asset and continually reviews

its funding and fundraising options should further funding be

required prior to the receipt of gas revenues from Ruvuma.

Financing risk

–

Diﬃcult

and

volatile

global

market

conditions and the volatility in commodity prices, may impact

the Group’s operations and in particular the ability to raise

equity or debt ﬁnance to meet its licence commitments

and develop its assets or to allow the Group to enter into

transactions on its assets.

Mitigation

– The Group reviews global conditions and

manages its exposure to risk through minimising capital

expenditure on high-risk assets and will seek to develop

ﬁxed price gas projects. Aminex is fully carried on its Ruvuma

interest which allowed it to access the ﬁnancial and technical

resources of APT and therefore to enable the development

of its Ruvuma asset. Aminex monitors costs closely and

will seek to take advantage of the low-cost environment

for capital commitments where possible. Cost mitigations

have been implemented over the last seven years to reduce

ongoing G&A expenses.

Operational Risks

Maintaining licence interests

– The Group may be unable

meet

agree

amendments

its

work

programme

commitments which may give rise either to minimum work

obligations needing to be paid or the implementation of

default procedures against the Group as operator which may

lead to a licence being rescinded or ﬁnancial penalties. The

Group commenced the process to hand back the Nyuni Area

licence to the Tanzanian authorities in 2022, however it has

continued to seek to attract a new partner for the licence. It

is acknowledged that not all work programme commitments

under that licence have been undertaken.

Mitigation

– Aminex is committed to fulﬁlling its obligations

and seeks extensions to licence periods and deferrals of or

amendments to production sharing terms through negotiation

with the TPDC in order to ensure that commitments are met

even if not in the original timeframe expected. Regarding the

Nyuni Area licence, the Group is looking to secure a new partner

to undertake a work programme on the licence and in the event

of failing to secure such partner it will seek, through negotiation,

to minimise any liability related to unfulﬁlled work commitments.

Compliance Risks

Political risks

– Aminex may be subject to political, economic,

regulatory, legal, and other uncertainties (including but not

limited to terrorism, military repression, war or other unrest).

There are risks of nationalisation or expropriation of property,

changes in and interpretation of national laws and energy policies

which could lead to unanticipated payment demands, including

unwarranted tax assessments. The Tanzanian government

passed three laws in July 2017, aﬀecting the mining and energy

sectors

–

the

Natural

Wealth

and

Resources

(Permanent

Sovereignty) Act; the Written Laws (Miscellaneous Amendments)

Act; and the Natural Wealth and Resources Contracts (Review

and Re-Negotiation of Unconscionable Terms). This legislation

includes the right of the Tanzanian authorities to renegotiate

‘unconscionable terms’ in agreements. New laws were passed

in December 2019 relating to cost recoverability. Despite the

Group agreeing a settlement with the TPDC in October 2021 for

the payment of outstanding monies for the sale of gas under the

Kiliwani North Development Licence, the TPDC has reserved its

rights under the relevant PSA and gas sales agreement.

Mitigation

– Aminex monitors international and national political

risk in relation to its interests, liaising closely with governmental

and other key stakeholders in Tanzania. The Company has

reviewed and continues to monitor the new legislation and

the enforcement of such legislation. Based on the Board’s

current understanding of this new legislation and given the

existing terms and conditions of our PSAs, including economic

stabilisation provisions in certain of our PSAs, the Company

does not expect any material impact on Aminex’s operations

in Tanzania. Aminex is actively seeking to spread asset risk in

order to diversify its portfolio and to reduce exposure to one

business via farm-outs. The Company will continue to robustly

object to any tax assessments that it deems are unwarranted

using the processes available to it in Tanzania.

Health, safety, security and environmental

– The main

health, safety and security risks for the Group generally occur

during drilling operations and from production operations,

although it is recognised that such risks can arise even during a

non-operational phase.

Mitigation

– The Group develops, implements and maintains

eﬀective health and safety procedures, including management

of environmental issues and security, to ensure robust

safeguards for well control and drilling operations are in place.

The Group has appropriate medical and other insurances in

place to protect against health, safety and security issues.

Legal compliance

– The Group could suﬀer penalties or

damage to reputation through failure to comply with legislation

or other regulations, in particular those over bribery and

corruption, and these risks may increase when operating in

certain regions of the world.

Mitigation

– Aminex manages risk of legal compliance failure

through the implementation and monitoring of high standards

to minimise the risk of corrupt or anti-competitive behaviour.

The Company has adopted a recently updated anti-bribery

and corruption policy.

Financial Risks

Currency risk

– Although the reporting currency is the US

dollar, which is the currency most commonly used in the pricing

of petroleum commodities and for signiﬁcant exploration and

production costs, a signiﬁcant proportion of the Group’s other

expenditure (in particular central administrative costs) is made

in local currencies (as are the Company’s equity fundings),

and ﬂuctuations in exchange rates may signiﬁcantly impact

the results of the Group and the results between periods, thus

creating currency exposure. It was reported by an oil and gas

producer in Tanzania that, due to the apparent scarcity of US

dollars in Tanzania, the TPDC has been required to settle gas

purchase invoices in Tanzanian shillings. If this was to apply to

the Group for revenues from its assets, it could be exposed to

currency ﬂuctuations and currency conversion costs.

Corporate Governance

continued

Aminex PLC

annual report 2025

Mitigation

– The Group has a policy of minimising exposure

to foreign currency rates by holding the majority of the Group’s

funds in US dollars. The Group will continue to monitor all

messaging around the settlement of gas deliveries in Tanzania

and seek assurance from the relevant authorities.

Going concern basis

The ﬁnancial statements of the Group are prepared on a

going concern basis.

The Directors have given careful consideration to the Group’s

ability to continue as a going concern in light of the current

loss-making situation and cash outﬂows, with the resultant

need for adequate funding within the going concern period.

This included review of cash ﬂow forecasts prepared by

management for the going concern period, review of the

key assumptions on which these forecasts are based and

the sensitivity analysis. The forecasts reﬂect the Group’s

best estimate of expenditures and receipts for the period.

The forecasts are regularly updated to enable continuous

monitoring and management of the Group’s cash ﬂow and

liquidity risk. The forecasts indicate that, with the current

cash balances, the expected commencement of production

and receipt of revenues later in 2026, and the Company’s

ability to raise funds, as evidenced by the recent successful

share placing, and subject to the principal assumptions

noted below, the Group would have adequate resources

to continue as a going concern for the foreseeable future,

that is a period of not less than 12 months from the date of

approval of the consolidated ﬁnancial statements.

part

its

analysis

making

the

going

concern

assumption, the Directors have considered the range

of risks facing the business on an ongoing basis, as set

out in the risk section of this Annual Report that remain

applicable to the Group. The principal assumptions made

in relation to the going concern assessment relate to the

capital commitments on its operated assets in Tanzania, the

reservation of rights made by the TPDC in respect of certain

claims that the Group consider are without merit and the

management and expected timing of outcomes of ongoing

objections to tax assessments in Tanzania (see Note 25).

Current liabilities exceeded current assets at the end of

2024, mainly as a result of provisions made for some

contested tax assessments. As disclosed in Note 25, the

Group received (a) a tax assessment in February 2020 from

the TRA of US$2.2 million in relation to an audit covering

the period from 2013 to 2015, (b) tax assessments in June

2022 from the TRA of US$4.85 million in relation to audits

covering the period from 2016 to 2018, (c) tax assessments

in June 2023 from the TRA of US$3.3 million in relation to

an audit covering the period from 2019 to 2020 and (d) a

subsequent Demand Notice in January 2025 for some of

the 2013 to 2015 and 2016 to 2018 assessments, all of

which, except for some amounts expected to be payable

under a payment plan to be renegotiated with the TRA, are

excluded from the cash forecast as any cash outﬂow during

the going concern period is considered unlikely based

on either legal advice or the timeframes for tax cases in

Tanzania. Additionally, development and decommissioning

of the Group’s assets in Tanzania is excluded from the cash

forecast as any such commitments are anticipated to be

outside the going concern period. The Group commenced

discussions with the Tanzanian authorities in 2022 to return

the Nyuni Area licence to the Ministry of Energy and such

discussions resulted in the Group continuing to market the

licence in 2024 in an attempt to ﬁnd a third-party partner

willing to pursue and fund a mutually agreed re-negotiated

work programme. Even if the farm-out process is successful

no capital expenditure in the period is expected to arise.

However, a risk exists that the Group loses its objection to

the tax assessments or is unable to renegotiate or defer

commitments relating to development or decommissioning

on its operated Licence interests during the period or that

the TPDC may take action to enforce their claims to certain

rights during the period. Consequently, the Directors note

additional funding would be required to meet these potential

liabilities. There remains material uncertainty as regards the

ability of Aminex to raise further funds, if required.

This may result in the Company having to raise funds

at whatever terms are available at the time, which is not

guaranteed.

These circumstances indicate that a material uncertainty

exists that may cast signiﬁcant doubt on the Group’s ability

to continue to apply the going concern basis of accounting.

As a result of their review, and despite the aforementioned

material uncertainty, the Directors have conﬁdence in the

Group’s forecasts and have a reasonable expectation that

the Group will continue in operational existence for the

going concern assessment period and have therefore used

the going concern basis in preparing these consolidated

ﬁnancial statements.

On behalf of the Board

Tom Mackay

Director

27 April 2026

Corporate Governance

continued

Aminex PLC

annual report 2025

Directors’ Remuneration Report

In preparing this Report, the Remuneration Committee has followed the provisions of the QCA Code published in November

2023, unless otherwise stated.

Following a review of its remuneration policy by an independent external consultancy in 2017, and subsequent recommendation

by the Remuneration Committee, it was resolved that the Executive Director’s remuneration package should, where working

capital and ﬁnancial considerations permit, have a combination of the following components:

• Base Salary;

•

Annual Performance Bonus Award; and

• Award of options.

Base Salary should be benchmarked against comparable companies in the Company’s peer group. Any Annual Bonus Award,

when capital considerations permit, is to be set against key business performance indicators to be set at the beginning of each

year and the Committee will continue to consider the award of options under the Aminex PLC Restricted Share Plan.

When determining the total remuneration of the Executive Director, the Committee takes into account the remuneration

practices adopted in the general market. The Committee also commissioned an updated benchmarking study during 2019

from an external consultancy.

Remuneration of Directors

The Non-Executive Directors’ fees were as follows:

Fees

2025

2024

US$’000

Sultan Al-Ghaithi

Robert Ambrose

Tom Mackay

Total

181

132

1 Included a bonus of US$40,000 awarded in December 2025

The remuneration of the Executive Director was as follows:

Basic Salary

Bonus

Beneﬁts in kind

Sub total

Pension

Total

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

US$’000

Charles Santos

107

101

147

101

147

101

Total

107

101

147

101

147

101

The exchange rate used for the conversion of base remuneration in Pound sterling into US dollars is 1.3384.

The Company is in a position whereby preservation of capital is considered to be paramount. Consequently, salaries remain

reduced. A bonus of US$40,000 was awarded to the Executive Director in December 2025. It is the intention that both

executives and staﬀ should be accordingly compensated, in the meantime, through the award of options under the Plan.

Salaries are reviewed annually with eﬀect from 1 January. Beneﬁts in kind comprise life insurance and health insurance. As at

31 December 2025, there was one Executive Director (2024: one) and three Non-Executive Directors (2024: three). There was

an average number of one Executive Director and three Non-Executive Directors holding oﬃce during the year.

Aminex PLC

annual report 2025

Share options

Certain Directors participate in the Aminex PLC Executive Share Option Scheme (“the Scheme”) and are granted options

over the Company’s Ordinary Shares at prevailing market prices at the time of the grant. Options are exercisable not later

than ten years after the date of grant, with the majority of options granted being limited to exercise within three to ﬁve

years of date of grant. The Scheme was established in 1980 and subsequently extended with shareholders’ approval at

the Annual General Meetings held in 1996, 1999, 2004, 2009 and 2014. The Scheme expired in May 2020 and no further

options will be granted under the Scheme. The options that have been granted, and set out below, will continue to have

eﬀect until expiry or exercise of such options.

The Company, following approval of its shareholders at the 2020 Annual General Meeting, adopted a new Aminex PLC

Restricted Share Plan (“the Plan”) in July 2020. The option price will be determined by the Board provided that it is no lower

than 70% of the average share price over the previous ten trading days. Options are exercisable not later than ﬁve years

after the date of grant.

The Scheme and the Plan do not comply in all respects with current best practice of the QCA Code. As stated elsewhere

in this report, certain of the Company’s current and former Non-Executive Directors hold options over the Ordinary Shares

of the Company. The Board considers that it is in the Group’s best interests to attract and retain high calibre directors. With

limited cash resources, and after due and careful consideration of, and taking into account remuneration packages and

services provided, the Board has previously granted options to Non-Executive Directors.

The Directors who held oﬃce at 31 December 2025 had the following beneﬁcial interests in options over the Company’s

Ordinary Shares:

Options held

Options granted/

Options held

at 1 January

(lapsed/exercised)

at 31 December

Exercise

Period

2025

during the year

2025

price

of exercise

Name

Number

Sterling

From

Sultan Al-Ghaithi

10,000,000

Stg1.00p

Jun-23

Jun-28

Tom Mackay

20,000,000

Stg1.40p

Nov-19

Nov-26

6,000,000

Stg0.60p

Jan-22

Jan-27

10,000,000

Stg1.00p

Jun-23

Jun-28

Charles Santos

30,000,000

Stg0.60p

Jan-22

Jan-27

12,000,000

Stg1.00p

Jun-23

Jun-28

88,000,000

No options were granted or exercised during the year. Brian Cassidy, the Company Secretary, has an interest in 30,000,000

options with an exercise price ranging from Stg0.60p to Stg1.40p.

Non-Executive Directors

Fees paid to Non-Executive Directors are determined by the Board. Each Non-Executive Director has a letter of appointment

and either party may terminate the agreement immediately upon written notice.

Directors’ Remuneration Report

continued

Aminex PLC

annual report 2025

Statement of Directors’ Responsibilities in Respect

of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements, in accordance

with applicable law and regulations.

Company law requires the Directors to prepare Group and Company Financial Statements for each ﬁnancial year. Under

that law, the Directors are required to prepare the Group Financial Statements in accordance with IFRS as adopted by the

European Union and applicable laws including Article 4 of the IAS Regulation. The Directors have elected to prepare the

Company Financial Statements in accordance with IFRS as adopted by the European Union as applied in accordance with the

Companies Acts 2014.

Under company law the Directors must not approve the ﬁnancial statements unless they are satisﬁed that they give a true and

fair view of the assets, liabilities and ﬁnancial position of the Group and Company and of the Group and Company’s proﬁt or

loss for that year. In preparing each of the Group and Company ﬁnancial statements, the Directors are required to:

•

select suitable accounting policies and then apply them consistently;

•

make judgements and estimates that are reasonable and prudent;

•

state whether they have been prepared in accordance with IFRS as adopted by the European Union, and as regards the

Company, as applied in accordance with the Companies Act 2014; and

•

prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Group and the

Company will continue in business.

The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 to include a management report

containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.

The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time

the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company, and which enable them to ensure that the Financial

Statements of the Company comply with the provisions of the Companies Act 2014. The Directors are also responsible for

taking all reasonable steps to ensure such records are kept by the subsidiary companies which enable them to ensure that

the ﬁnancial statements of the Group comply with the provisions of the Companies Act 2014. They are also responsible

for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities. The Directors are also responsible for preparing a Directors’ Report which complies

with the requirements of the Companies Act 2014.

The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the

Group’s and Company’s website www.aminex-plc.com. Legislation in Ireland concerning the preparation and dissemination of

ﬁnancial statements may diﬀer from legislation in other jurisdictions.

Responsibility statement as required by the Transparency Directive

Each of the Directors, whose names and functions are listed on page 15 of this Annual Report, conﬁrm that, to the best of each

person’s knowledge and belief:

•

The Group Financial Statements, prepared in accordance with IFRS as adopted by the European Union, and the Company

ﬁnancial Statements, prepared in accordance with the IFRS as adopted by the European Union as applied in accordance

with the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities and ﬁnancial position of the

Group and Company at 31 December 2025 and of the proﬁt or loss of the Group for the year then ended;

•

The Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the

business and the position of the Group and Company, together with a description of the principal risks and uncertainties that

they face; and

•

The Annual Report and ﬁnancial statements, taken as a whole, provides the information necessary to assess the Group’s

performance, business model and strategy and is fair, balanced and understandable and provides the information necessary

for the shareholders to assess the Company’s position and performance, business model and strategy.

Relevant audit information

The Directors believe that they have taken all steps necessary to make themselves aware of the relevant audit information and

have established that the Group’s statutory auditors are aware of that information. In so far as the Directors are aware, there is

no relevant audit information of which the Group’s statutory auditors are unaware.

On behalf of the Board

Charles Santos

Director

Aminex PLC

annual report 2025

For the purpose of this report, the terms “we” and “our” denote Baker Tilly Ireland Audit Limited in relation to Irish legal,

professional and regulatory responsibilities and reporting obligations to the members of Aminex plc. For the purposes of the

table on pages 36 to 38 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we”

and “our” refer to Baker Tilly Ireland Audit Limited. The Group ﬁnancial statements, as deﬁned below, consolidate the accounts

of Aminex plc and its subsidiaries (the “Group”). The “Parent Company” is deﬁned as Aminex plc, as an individual entity. The

relevant legislation governing the Parent Company is the Irish Companies Act 2014 (“Companies Act 2014”).

Opinion

We have audited the ﬁnancial statements of Aminex plc and its subsidiaries for the year ended 31 December 2025.

The ﬁnancial statements comprise:

•

Group Income Statement.

•

Group Statement of Other Comprehensive Income.

•

Group and Company Balance Sheets.

•

Group Statement of Changes in Equity.

•

Company Statements of Changes in Equity.

•

Group and Company Statements of Cash Flows; and

•

Notes to the ﬁnancial statements, including material accounting policies, set out in note 1.

The ﬁnancial reporting framework that has been applied in their preparation are Irish law and International Financial Reporting

Standards (IFRS) as adopted by the European Union (“EU adopted IFRS”).

In our opinion:

•

the ﬁnancial statements give a true and fair view of the state of the assets, liabilities and ﬁnancial position of the Group and

Parent Company as at 31 December 2025 and of the Group’s loss for the year then ended;

•

the ﬁnancial statements have been properly prepared in accordance with EU adopted IFRS; and

•

the ﬁnancial statements have been properly prepared in accordance with the requirements of the Companies Act 2014.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our

responsibilities under those standards are described in the Auditor’s Responsibilities for the Audit of the Financial Statements

section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our

audit of the ﬁnancial statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the Irish Auditing

and Accounting Supervisory Authority (IAASA), as applied to listed entities, and we have fulﬁlled our ethical responsibilities

in accordance with these requirements. We believe that the audit evidence we have obtained is suﬃcient and appropriate to

provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 1 in the ﬁnancial statements, which indicates that the Group and the Parent Company are dependent

on the successful execution of key funding and operational milestones, including the timing of future revenues from the Ruvuma

project, the potential exercise of share options and warrants, and the outcome of certain regulatory and commercial matters in

Tanzania, including tax assessments and claims by the Tanzania Petroleum Development Corporation.

As stated in Note 1, these events or conditions indicate that a material uncertainty exists that may cast signiﬁcant doubt on the

Group’s and the Parent Company’s ability to continue as a going concern.

There is material uncertainty as to its ability to raise such additional funding in conjunction with suﬃcient conversion and

exercising of share warrants necessary to fund the underlying cashﬂow requirements of the Group.

Our opinion is not modiﬁed in respect of this matter.

In auditing the ﬁnancial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the

preparation of the ﬁnancial statements is appropriate. However, because not all future events or conditions can be predicted,

this statement is not a guarantee as to the Group’s and Parent Company’s ability to continue as a going concern.

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going

concern basis included the following:

•

We considered the inherent risks to the Group’s and Parent Company’s operations and speciﬁcally their business model;

•

We conﬁrmed our understanding of the Directors’ going concern assessment process, including obtaining an understanding

of relevant controls over management’s model;

•

We considered the Directors’ assessment of potential risks and uncertainties associated with areas such as the Group’s

operations, ability to secure funding and potential for payments arising in the forecast period in respect of claims and

disputes that are relevant to the Group’s business model and operations.

•

We considered the consistency of the Directors’ assessment of the ﬁnancial exposure to claims and disputes against the

information we obtained during the audit with respect to these matters and their potential impact on cashﬂows during the

going concern period. We formed our own assessment of the risks and uncertainties based on our understanding of the

business and oil and gas sector;

•

We performed viability assessments, including consideration of cash resources and ﬁnancing facilities in place.

•

We assessed the base case cash ﬂow forecasts to December 2027 and challenged the key assumptions by comparing

the inputs to the empirical data and external information where possible. In doing so, we considered the consistency of the

forecasts against factors such as historical operating expenditure and the Group’s operating strategy.

•

We evaluated commitments under the Production Sharing Agreements (“PSAs”) and Development Licences, inspected

board minutes, and market announcements;

•

We tested the mathematical accuracy and appropriateness of the method used to prepare the cash ﬂow forecast;

Independent Auditor’s Report to the Members of Aminex PLC

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

•

We tested the consistency of the factors and assumptions adopted in the going concern assessment with other areas of our

audit, including the exploration and evaluation asset impairment test;

•

We prepared sensitivity analyses to December 2027, assessing the appropriateness of the assumptions applied to determine

whether the Group and the Parent Company require further funding. This included considering whether contingent liabilities

could crystallise during the going concern period and evaluating whether such scenarios were reasonably possible; and

•

We inspected and considered the adequacy of the disclosures within the ﬁnancial statements relating to the Directors’

assessment of the going concern basis of preparation ensuring that the disclosures reﬂect the key judgements and

estimates made.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections

of this report.

Overview of our audit approach

Scope

Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and its environment,

including the Group’s system of internal control, and assessing the risks of material misstatement in the ﬁnancial statements.

We also addressed the risk of management override of internal controls, including assessing whether there was evidence of

bias by the directors that may have represented a risk of material misstatement.

We, and our component auditors acting on speciﬁc group instructions, undertook full scope audits on the complete ﬁnancial

information of 3 components, and analytical procedures were undertaken on the remaining 8 components.

Materiality

2025

2024

Group

US$411,000

US$409,000

1% (2024: 1%) of gross assets

Parent Company

US$1,100,000

US$1,400,000

1% (2024: 1%) of gross assets

Key audit matters

Recurring

•

Impairment of Exploration and evaluation (“E&E”) assets (Group only) including related disclosures

•

Decommis

sioning provisions (Group only

)

•

Carrying va

lue of loans and advances to Group companies (Parent Company only)

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in our audit of the ﬁnancial

statements of the current ﬁnancial period and include the most signiﬁcant assessed risks of material misstatement (whether or

not due to fraud) that we identiﬁed, including those which had the greatest eﬀect on: the overall audit strategy, the allocation of

resources in the audit, and directing the eﬀorts of the engagement team. These matters were addressed in the context of our

audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and therefore we do not provide a separate

opinion on these matters. In addition to the matter described in Material uncertainty related to going concern section above, we

have determined the matters described below to be a key audit matter.

Impairment of Exploration and evaluation (“E&E”) assets including related disclosures

Financial Statement Elements

FY25

FY24

At 31 December 2025 the Group

Gross:

US$108.4 million

Gross:

US$107.8 million

reported net E&E assets of US$39.1million

Provision: US$69.3 million

Provision:

US$68.9 million

(2024: US$38.9 million).

Net:

US$ 39.1 million

Net:

US$ 38.9 million

Key audit matter description

As detailed in the note 11, the Group’s E&E assets consist of the Nyuni Area, Lindi and Mtwara (Ruvuma PSA), and

Kiliwani South exploration areas, of which the Nyuni Area and Kiliwani South have a nil carrying value following the

impairment recognised during prior years and Ruvuma PSA has a carrying value of US$39.1 million as at 31 December

2025 (2024: US$38.9 million).

In respect of the E&E assets, under IFRS 6 Exploration for and Evaluation of Mineral Resources, management are

required to assess each year whether there are any potential impairment triggers which would indicate that the carrying

value of E&E assets may not be recoverable.

As disclosed in notes 1 and

11, the impairment review of the Group’s E&E

assets requires management judgement

speciﬁcally related to the Group’s intention to proceed with a future work programme, likelihood of a licence renewal or

extension, and the assessment of whether suﬃcient economic data exists to indicate that the carrying amount of the E&E

asset is unlikely to be recovered in full from successful development or by sale.

Given the materiality of these assets, 89% of total assets (2024: 94% of total assets) in the context of the ﬁnancial

statements and the judgements involved, we determined this together with the related disclosures to be a key audit

matter.

How the scope of our audit responded to the key audit matter

Our procedures in relation to management’s assessment of the carrying value of the Group’s E&E assets included:

•

We have assessed the design and implementation of key controls over the determination of estimated impairment of E&E

assets.

•

We obtained an understanding of the Group’s processes for identifying indicators of impairment, and when identiﬁed, their

methodology for measuring the recoverable amount of the Cash Generating Units (“CGUs”) under review.

•

We evaluated management’s assessment for indicators of impairment or impairment reversal, considering both internal and

external sources of information.

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

How the scope of our audit responded to the key audit matter

(continued)

•

Where impairment indicators were identiﬁed, we have obtained and reviewed the appropriateness of the methodology and

conclusions reached by management. We have engaged with third-party oil and gas valuation specialists, to review the

technical inputs in the corporate model and to ensure these conclusions are reasonable and can be supported.

•

We have engaged with third party valuation expert to evaluate the logic of the value-in-use model and the inputs to the

calculation of the discount rates applied.

•

We have evaluated the competence, capabilities, and credentials of management experts and the auditor’s engaged

experts.

•

We assessed the reasonableness of the assumptions used in the forecasts including those concerning the timing and

magnitude of cash inﬂows and outﬂows.

•

We have tested the cashﬂow model to ensure completeness and accuracy of information provided as well as to check

mathematical accuracy of the model.

•

We performed our own sensitivity analyses for reasonably possible changes in key assumptions, the main assumptions

being the discount rate, production quantities, impacts of foreign exchange rates, and other forecast growth assumptions

(i.e., commodity pricing).

•

We assessed the adequacy of the disclosures contained within the ﬁnancial statements against the requirements of IAS 1,

IFRS 6 in conjunction with IAS 36 in order to determine whether the disclosures are complete and appropriate in accordance

with the requirements of the accounting standards.

Key observations communicated to the Group’s Audit Committee

Based on the procedures performed, we found management’s judgements in assessing the carrying value of exploration and

evaluation assets to be reasonable, and the related disclosures in the ﬁnancial statements to be appropriate

Decommissioning Provision

Financial Statement Elements

FY25

FY24

As detailed in note 19, the Group has

US$6.6 million total provision

US$5.7 million total provision

recognised decommissioning provisions of

US$6.6m for the year ended

31 December 2025 (2024: US$5.7m).

Key audit matter description

Management are required to recognise a provision in relation to the obligation to perform necessary abandonment activities in

its existing oilﬁeld in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

The calculation of decommissioning provisions involves a high degree of judgement and subjectivity as it involves several key

estimates related to the cost and timing of decommissioning, as well as inﬂation and discount rates. This increases the risk that

the assumptions adopted by management in the calculation of the provision are not within an acceptable range, resulting in a

material misstatement.

Given the materiality of these provisions in the context of the ﬁnancial statements and the judgements involved, we determined

this together with the related disclosures to be a key audit matter

How the scope of our audit responded to the key audit matter

Our procedures in relation to management’s assessment of the decommissioning provision included:

•

Our procedures in relation to management’s assessment of the decommissioning provision included:

•

We have assessed the design and implementation of key controls over decommissioning provisioning and estimates.

•

We evaluated the methodologies and key assumptions employed by management. This involved:

- assessing the methodologies used by management and comparing them against market practice;

- reconciliation of data used in calculations to the underlying information; and

- assessing the reasonableness of the assumptions used by reference to the Parent Company’s historical experience

•

We obtained and reviewed the future cost estimates and tested these for reasonableness.

•

We reviewed the calculation of the estimates as well as the timing of decommissioning cashﬂows and checked for

consistency with the E&E asset impairment model.

•

We engaged a third-party oil and gas valuation expert, to ensure that the conclusions reached by management and their

experts are supportable and reasonable.

•

We engaged directly with a third-party advisory expert, to independently assess the discount rate applied.

•

We reviewed the calculations, conﬁrmed that there were no changes in methodology compared to the prior year, underpinning

the decommissioning provision and ensured these are mathematically accurate.

•

We considered the reasonableness of management’s assessment of provisions in line with IAS 37 in order to determine

whether their assessment was complete and in accordance with the requirements of the accounting standard.

•

We assessed the adequacy of the disclosures contained within the ﬁnancial statements against the requirements of IAS

37 in order to determine whether the disclosures are complete and appropriate in accordance with the requirements of the

accounting standards.

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

Key observations communicated to the Group’s Audit Committee

Based on the procedures performed, we found management’s judgements in respect of the decommissioning provision to be

reasonable, and the related disclosures in the ﬁnancial statements to be appropriate.

Carrying value of loans and advances to group companies

Financial Statement Elements

FY25

FY24

As detailed in note 15, loans to the value of

US$104.9 million (2024: US$104.0 million)

are provided to subsidiary undertakings.

These loans are interest free and repayable

on demand. For the year ended 31

December 2025, there was an increase on

the provision for impairment of USD $1.2

million (2024: decrease of US$6.8 million).

Gross:

US$146.6 million

Gross:

US$144.7 million

Provision:

US$41.7 million

Provision:

US$40.7 million

Net:

US$104.9 million

Net:

US$104.0 million

Key audit matter description

The Parent Company has signiﬁcant receivables from its subsidiary companies, which are subject to impairment assessment

under IFRS 9, Financial Instruments. The impairment assessment involves the application of the Expected Credit Losses (ECL)

model, which requires management to make complex and subjective judgements regarding the credit risk of the subsidiaries

and the expected future cash ﬂows.

Given the materiality of these receivables and the signiﬁcant judgement involved in estimating the ECL, including the assessment

of the credit risk of subsidiary entities, expected future cash ﬂows, , and the impact of forward-looking information, we have

identiﬁed the impairment of loans and advances to group companies as a key audit matter.

How the scope of our audit responded to the key audit matter

Our procedures in relation to carrying value of loans and advances to group companies included:

•

We assessed the appropriateness of management’s expected credit loss model, including whether it was suitably tailored

to the nature of intra-group receivables and complied with the requirements of IFRS 9..

•

We evaluated the application of the model by testing key inputs and assumptions, including expected discounted future

cash ﬂows from underlying project assets, development timelines, funding assumptions and the incorporation of forward-

looking information used in assessing the recoverability of loans and advances to group companies.

•

We have engaged with third party advisory expert to evaluate the appropriateness of the discount rates applied.

•

We challenged the reasonableness of the assumptions underpinning the ECL model by evaluating the probability-weighted

scenarios applied, with speciﬁc consideration of expected project performance, potential delays in development, funding

constraints and other relevant downside risks.

•

We assessed the adequacy of the disclosures contained within the ﬁnancial statements against the requirement of IFRS 9

in order to determine whether they are complete and appropriate in accordance with the requirements of the accounting

standard.

Key observations communicated to the Group’s Audit Committee

Based on the procedures performed, we found management’s judgements in respect of the carrying value of loans and

advances to group companies to be reasonable, and the related disclosures in the ﬁnancial statements to be appropriate.

Our application of materiality

Our deﬁnition of materiality considers the value of error or omission on the ﬁnancial statements that, individually or in aggregate,

would change or inﬂuence the economic decision of a reasonably knowledgeable user of those ﬁnancial statements.

Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of

identiﬁed misstatements, and the particular circumstances of their occurrence, when evaluating their eﬀect on the ﬁnancial

statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.

Materiality in respect of the Group was set at US$411,000 (2024: US$409,000) which was determined on the basis of 1% (2024:

1%) of the Group’s gross assets. Materiality in respect of the Parent Company was set at US$1,100,000 (2024: US$1,400,000),

determined on the basis of 1% (2024: 1%) of the Parent Company’s gross assets. Gross assets was deemed to be the

appropriate benchmark for the calculation of materiality as this is a key area of the ﬁnancial statements because this is the

metric by which the performance and risk exposure of the Group and Parent Company is principally assessed. In our opinion,

this is therefore the benchmark with which the users of the ﬁnancial statements are principally concerned.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to

an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality

for the ﬁnancial statements as a whole.

Performance materiality for the Group was set at US$245,000 (2024: US$245,500) and at US$666,000 (2024: US$840,000) for

the Parent Company which represents 60% (2024: 60%) of the above materiality levels.

The determination of performance materiality reﬂects our assessment of the risk of undetected errors existing, the nature of the

systems and controls and the level of misstatements arising in previous audits.

We agreed to report any corrected or uncorrected adjustments exceeding US$20,550 and US$55,000 in respect of the

Group and Parent Company respectively to the Board of Directors as well as diﬀerences below this threshold that in our view

warranted reporting on qualitative grounds.

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for

each company within the Group. Taken together, this enables us to form an opinion on the consolidated ﬁnancial statements.

This assessment takes into account the size, risk proﬁle, organisation, distribution and eﬀectiveness of group-wide controls,

changes in the business environment and other factors such as recent internal audit results when assessing the level of work

to be performed at each component.

In assessing the risk of material misstatement to the consolidated ﬁnancial statements, and to ensure we had adequate

quantitative and qualitative coverage of signiﬁcant accounts in the consolidated ﬁnancial statements, of the 11 reporting

components of the group, we identiﬁed 2 components in the UK and Ireland and 1 component in Tanzania which represent the

principal business units within the Group. The remaining 8 components are all dormant entities and not in scope from a group

audit perspective.

Full scope audits

– Of the 11 components, audits of the complete ﬁnancial information of 3 components were undertaken.

These entities were selected based upon their size or risk characteristics.

The group audit team was involved in the audit work performed by the component auditors in Tanzania through a combination of

group planning meetings and calls and a visit to the teams and group operations site, provision of group instructions (including

detailed supplemental procedures), review and challenge of related component interoﬃce reporting and of ﬁndings from their

working papers and bi-monthly interaction on audit and accounting matters which arose. Apart from the visits mentioned

above the group audit team has reviewed the component auditors working papers and intensiﬁed the interaction with local

teams through video conferences to review and direct the audit approach taken in respect of signiﬁcant and a number of other

relevant risks of material misstatement, including assessing the appropriateness of conclusions and consistency between

reported ﬁndings and work performed.

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are

relevant to our audit, such as those relating to the ﬁnancial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the Group and Parent Company, we considered the potential impact of

climate-related risks on the business and its ﬁnancial statements. We obtained management’s climate-related risk assessment,

along with relevant documentation and reports relating to management’s assessment and held discussions with management

to understand their process for identifying and assessing those risks.

We speciﬁcally considered the potential impact of climate-related risks on the Group’s oil and gas exploration and development

activities in Tanzania, including transition risks arising from evolving regulatory frameworks, decarbonisation commitments and

changes in market demand for fossil fuels, as well as physical risks that could aﬀect the Group’s operations and assets.

We reviewed the climate-related disclosures included in the other information of the annual report to assess whether they are

materially consistent with the ﬁnancial statements and our understanding of the business obtained during the audit. Internal

specialists were involved in these reviews and assessments of climate-related risks and disclosures.

Reporting on Other information

The other information comprises the information included in the annual report other than the ﬁnancial statements and our

auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion

on the ﬁnancial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the ﬁnancial statements or our knowledge

obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the

ﬁnancial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2014

In our opinion, based on the work undertaken in the course of the audit:

•

the information given in the Directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent

with the ﬁnancial statements; and

•

the Directors’ report has been prepared in accordance with Companies Act 2014.

We have obtained all the information and explanations which, to the best of our knowledge and belief, are necessary for the

purposes of our audit.

In our opinion the accounting records of the Parent Company were suﬃcient to permit the ﬁnancial statements to be readily and

properly audited and the ﬁnancial statements are in agreement with the accounting records.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course

of the audit, we have not identiﬁed any material misstatements in the Directors’ report.

The Companies Act 2014 requires us to report to you if, in our opinion, the requirements of any of sections 305 to 312 of the

Act, which relate to disclosures of directors’ remuneration and transactions, are not complied with by the Parent Company.

We have nothing to report in this regard.

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement, 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 and Parent Company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the ﬁnancial statements

Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect

a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably

be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements.

A further description of our responsibilities for the audit of the ﬁnancial statements is located on the IAASA’s website at:

Description_of_auditors_responsibilities_for_audit.pdf This description forms part of our auditor’s report.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

The audit procedures were designed to provide reasonable assurance that the ﬁnancial statements were free from fraud or

error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error and detecting irregularities that result from fraud is inherently more diﬃcult than detecting those that result from error, as

fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-

compliance with laws and regulations is from events and transactions reﬂected in the ﬁnancial statements, the less likely we

would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent to which our procedures undertaken to identify and assess the risks of material misstatement in respect of

irregularities, including fraud, included the following:

•

We considered the nature of the industry and sector the control environment, business performance including remuneration

policies and the Group’s, including the Parent Company’s, own risk assessment that irregularities might occur as a result

of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of

the legal and regulatory frameworks applicable to the Group focusing on laws and regulations that could reasonably be

expected to have a direct material eﬀect on the ﬁnancial statements, such as provisions of the Companies Act 2014, Irish

and Tanzanian tax legislation or those that had a fundamental eﬀect on the operations of the Group.

•

We enquired of the directors and management, including the in-house legal counsel, and board of directors concerning the

Group’s and the Parent Company’s policies and procedures relating to:

identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of

non-compliance.

detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and

the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

•

We assessed the susceptibility of the ﬁnancial statements to material misstatement, including how fraud might occur by

evaluating management’s incentives and opportunities for manipulation of the ﬁnancial statements. This included utilising

the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the

principal risks were related to posting inappropriate journal entries to increase assets or reduce costs, creating ﬁctitious

transactions to hide losses or to improve ﬁnancial performance, and management bias in accounting estimates particularly

in determining expected credit losses. The group engagement team shared this risk assessment with the Component

Auditors of Signiﬁcant Subsidiaries so that they could include appropriate audit procedures in response to such risks in

their work.

Aminex PLC

annual report 2025

Independent Auditor’s Report to the Members of Aminex PLC

continued

Audit response to risks identiﬁed

In respect of the above procedures:

•

we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent Company’s

Board meetings, and inspection of correspondences from the regulators;

•

audit procedures performed by the engagement team in connection with the risks identiﬁed included:

reviewing ﬁnancial statement disclosures and testing to supporting documentation to assess compliance with applicable

laws and regulations expected to have a direct impact on the ﬁnancial statements.

testing journal entries, including those processed late for ﬁnancial statements preparation, those posted by infrequent or

unexpected users, those posted to unusual account combinations;

evaluating the business rationale of signiﬁcant transactions outside the normal course of business, and reviewing

accounting estimates for bias; and

enquiry of management and legal advisors around actual and potential litigation and claims.

challenging the assumptions and judgements made by management in its signiﬁcant accounting estimates, in particular

those relating to the determination of impairment provision for exploration and evaluation assets, decommissioning

provision, and the expected credit losses as reported in the key audit matter section of our report;

•

the Group and the Parent Company operate in a highly regulated oil and gas industry. As such, the Senior Statutory

Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate

competence and capabilities; and

•

we communicated relevant laws and regulation and potential fraud risks to all engagement team members, including

experts and the component auditors, and remained alert to any indications of fraud or non-compliance with laws and

regulations throughout the audit.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Section 391 of the Companies

Act 2014. Our audit work has been undertaken so that we might state to the Parent 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 Parent Company and the Parent Company’s members as a body, for

our audit work, for this report, or for the opinions we have formed.

The Company is required to include these ﬁnancial statements in an annual ﬁnancial report prepared under Disclosure Guidance

and Transparency Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over whether the annual ﬁnancial report

has been prepared in accordance with those requirements.

Brendan Kean

Statutory Auditor

For and on behalf of

Baker Tilly Ireland Audit Limited

Chartered and Certiﬁed Accountants & Statutory Audit Firm

9 Exchange Place

International Financial Services Centre

Dublin 1

Date:

27 April

2026

Aminex PLC

annual report 2025

Group Income Statement

for the year ended 31 December 2025

2025

2024

Notes

US$’000

Continuing operations

Revenue

Cost of sales

(59)

(51)

Gross loss

(10)

(12)

Administrative expenses

(1,850)

(1,769)

Impairment against property, plant and equipment assets

(565)

(1,481)

Impairment against exploration and evaluation assets

(460)

(1,941)

Loss from operating activities

(2,885)

(5,203)

Fair value loss on share warrants

(1,556)

Finance income

Finance costs

(542)

(153)

Loss before tax

(4,983)

(5,301)

Taxation

Loss for the ﬁnancial year

attributable to equity holders of the Company

(4,983)

(5,301)

Basic and diluted loss per Ordinary Share (in US cents)

(0.12)

(0.13)

Group Statement of Other Comprehensive Income

for the year ended 31 December 2025

2025

2024

US$’000

Loss for the ﬁnancial year

(4,983)

(5,301)

Other comprehensive income:

Items that are or may be reclassiﬁed to proﬁt or loss:

Currency translation diﬀerences

(31)

Total comprehensive expense for the ﬁnancial year

attributable to the equity holders of the Company

(4,925)

(5,332)

On behalf of the Board

Charles Santos

Tom Mackay

Director

27 April 2026

Aminex PLC

annual report 2025

Group and Company Balance Sheets

at 31 December 2025

Group

Company

2025

2024

2025

2024

Notes

US$’000

Assets

Non-current assets

Exploration and evaluation assets

39,062

38,932

Property, plant and equipment

Investments in subsidiary undertakings

5,348

Amounts due from subsidiary undertakings

104,135

103,410

Total non-current assets

39,065

38,933

109,483

108,758

Current assets

Trade and other receivables

1,449

1,479

Amounts due from subsidiary undertakings

770

642

Cash and cash equivalents

3,414

1,127

3,057

648

Total current assets

4,863

2,606

3,853

1,316

Total assets

43,928

41,539

113,336

110,074

Equity

Issued capital

69,996

69,703

69,996

69,703

Share premium

133,467

128,409

133,467

128,409

Other undenominated capital

234

Share option reserve

1,680

1,647

1,680

1,647

Foreign currency translation reserve

(2,240)

(2,298)

Retained deﬁcit

(175,055)

(170,080)

(93,658)

(90,346)

Total equity

28,082

27,615

111,719

109,647

Liabilities

Non-current liabilities

Decommissioning provision

6,574

5,732

Derivative ﬁnancial liability

1,556

Total non-current liabilities

8,130

5,732

1,556

Current liabilities

Trade and other payables

7,716

8,192

427

Total current liabilities

7,716

8,192

427

Total liabilities

15,846

13,924

1,617

427

Total equity and liabilities

43,928

41,539

113,336

110,074

On behalf of the Board

Charles Santos

Tom Mackay

Director

27 April 2026

Aminex PLC

annual report 2025

Group Statement of Changes in Equity

for the year ended 31 December 2025

Attributable to equity shareholders of the Company

Foreign

Other unde-

currency

nominated

option

translation

Retained

capital

premium

capital

reserve

deﬁcit

Total

US$’000

At 1 January 2024

69,695

128,340

234

1,541

(2,267)

(164,934)

32,609

Transactions with shareholders of the

Company recognised directly in equity

Shares issued

Share-based payment charge (Note 5)

261

Share option reserve transfer

(155)

155

Total comprehensive income / (expense):

Loss for the ﬁnancial year

(5,301)

Currency translation diﬀerences

(31)

At 31 December 2024

69,703

128,409

234

1,647

(2,298)

(170,080)

27,615

Transactions with shareholders of the

Company recognised directly in equity

Shares issued – cash (Note 22)

208

3,541

3,749

Shares issued – loan conversion (Note 22)

1,517

1,602

Share-based payment charge (Note 5)

Share option reserve transfer

(8)

Total comprehensive income / (expense):

Loss for the ﬁnancial year

(4,983)

Currency translation diﬀerences

At 31 December 2025

69,996

133,467

234

1,680

(2,240)

(175,055)

28,082

Company Statement of Changes in Equity

for the year ended 31 December 2025

Attributable to equity shareholders of the Company

Other un-

Share denominated

option

Retained

capital

premium

capital

reserve

deﬁcit

Total

US$’000

At 1 January 2024

69,695

128,340

234

1,541

(95,883)

103,927

Transactions with shareholders of the

Company recognised directly in equity

Shares issued

Share-based payment charge (Note 5)

261

Share option reserve transfer

(155)

155

Total comprehensive income / (expense):

Proﬁt for the ﬁnancial year

5,382

At 31 December 2024

69,703

128,409

234

1,647

(90,346)

109,647

Transactions with shareholders of the

Company recognised directly in equity

Shares issued – cash (Note 22)

208

3,541

3,749

Shares issued – loan conversion (Note 22)

1,517

1,602

Share-based payment charge (Note 5)

Share option reserve transfer

(8)

Total Comprehensive income / (expense):

Loss for the ﬁnancial year

(3,320)

At 31 December 2025

69,996

133,467

234

1,680

(93,658)

111,719

Aminex PLC

annual report 2025

Group and Company Statements of Cashﬂows

for the year ended 31 December 2025

Group

Company

2025

2024

2025

2024

Notes

US$’000

(Loss) / proﬁt for the ﬁnancial year

(4,983)

(5,301)

(3,320)

5,382

Depreciation

Equity-settled share-based payments

261

170

Finance income

(55)

(2)

Finance costs

542

153

121

Warrants fair value

1,556

Impairment of exploration and evaluation assets

460

1,941

Share issue costs related to derivative ﬁnancial liability

Impairment of property, plant and equipment

565

1,481

Increase / (reversal) of impairment provision against investments

in subsidiary undertakings

855

Increase / (reversal) of impairment provision against amounts

due from subsidiary undertakings

1,045

(6,782)

(Increase) / Decrease in trade and other receivables

(53)

(13)

(Decrease) / increase in trade and other payables

(316)

(729)

Net cash (used in) / generated by operations

(2,128)

(2,162)

(489)

(376)

Tax paid

Net cash (outﬂows) / inﬂows from operating activities

(2,128)

(2,162)

(489)

(376)

Investing activities

Acquisition of property, plant and equipment

(288)

(219)

Expenditure on exploration and evaluation assets

(60)

(40)

(Increase) / decrease in amounts due from subsidiary undertakings

(1,899)

(1,124)

Net cash (outﬂows) from investing activities

(348)

(259)

(1,899)

(1,124)

Financing activities

Borrowings

1,125

375

1,125

375

Proceeds from the issue of share capital

3,942

Payment of share and warrant issue expenses

(251)

Net cash inﬂows from ﬁnancing activities

4,816

452

4,816

452

Net (decrease) / increase in cash and cash equivalents

2,340

(1,969)

2,428

(1,048)

Cash and cash equivalents at 1 January

1,127

3,041

648

1,694

Foreign exchange gain / (loss)

(53)

(19)

Cash and cash equivalents at 31 December

3,414

1,127

3,057

648

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

Aminex PLC (the “Company”) is a company domiciled and incorporated in Ireland. The principal activities of the Group are

the exploration, appraisal, development and production of oil and gas assets, reserves and resources. The Group operates

through subsidiary undertakings, details of which are set out in Note 14 to the ﬁnancial statements. The Group’s principal area

of activity is in Tanzania. The Group ﬁnancial statements for the year ended 31 December 2025 consolidate the individual

ﬁnancial statements of the Company and its subsidiaries (together referred to as “the Group”).

Basis of preparation

The Group and Company ﬁnancial statements (together the “Financial Statements”) have been prepared in accordance with

International Financial Reporting Standards (“IFRS”) as adopted by the European Union (EU). The material accounting policies

adopted in the preparation of the consolidated and company ﬁnancial statements are set out below. The policies have been

consistently applied to all the years presented, unless otherwise stated. The consolidated and company ﬁnancial statements

are presented in US dollars, which is also the Company’s functional currency. Amounts are rounded to the nearest thousand,

unless otherwise stated.

The preparation of ﬁnancial statements in compliance with adopted IFRS requires the use of certain critical accounting

estimates. It also requires Group management to exercise judgement in applying the Group’s accounting policies. The

areas where signiﬁcant judgements and estimates have been made in preparing the ﬁnancial statements and their eﬀect are

disclosed below.

The consolidated and company ﬁnancial statements have been prepared on an historical cost basis.

Going concern

The ﬁnancial statements of the Group and the Company are prepared on a going concern basis.

The Directors have given careful consideration to the Group net current liability position amounting to US$2.85 million and the

Group and Company’s current loss-making position and cash outﬂows, and their ability to continue as a going concern, with

the resultant need for adequate funding within the going concern period. This included review of cash ﬂow forecasts prepared

by management for the going concern period at least 12 months from approval of the ﬁnancial statements, review of the key

assumptions on which these forecasts are based and the sensitivity analysis. The forecasts reﬂect the Directors’ best estimate

of expenditures and receipts during the going concern period. The forecasts are regularly updated to enable continuous

monitoring and management of the Group and the Company’s cash ﬂow and liquidity risk. The forecasts indicate that, subject

to the principal assumptions noted below, the Group and the Company would have adequate resources to continue as going

concerns for the foreseeable future, that is a period of not less than 12 months from the date of approval of the ﬁnancial

statements.

As part of its analysis in making the going concern assumption, the Directors have considered the range of risks facing the

business on an ongoing basis, as set out in the risk section of this Annual Report that remain applicable to the Group and the

Company. The principal assumptions made in relation to the Group and the Company’s going concern assessments relate

to the capital commitments on its operated assets in Tanzania, the reservation of rights made by the Tanzania Petroleum

Development Corporation (“TPDC”) in respect of certain claims that the Directors consider are without merit, and the ongoing

objections to tax assessments in Tanzania (see Note 25). The Directors have also assumed that funding will be available to the

Group and the Company through the exercise of warrants by warrant holders and the exercise of share options by participants.

Such exercises are expected to occur in the second half of 2026. If such exercises did not occur, or only partially occurred, or

were delayed, subject to revenue streams assumed in the projections not being signiﬁcantly delayed, the Directors consider

that the Group would be able to either raise further funds or defer the payment of certain capital expenditures, or a combination

of both.

Current liabilities of the Group exceeded its current assets as at 31 December 2025, mainly as a result of provisions made for

some contested tax assessments. As disclosed in Note 25, the Group received a tax assessment in February 2020 from the

Tanzania Revenue Authority (“TRA”) of US$2.2 million in relation to an audit of the Group’s Tanzanian wholly owned subsidiary

covering the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8 million in relation to audits covering

the period from 2016 to 2018 and a subsequent Demand Notice for some of these assessments in January 2025. These tax

assessments are excluded from the cash forecast as any cash outﬂow during the going concern period is not considered

probable based on either legal advice or the timeframes for tax cases in Tanzania. Tax assessments received in June 2023

from the TRA of US$3.3 million in relation to an audit covering the period from 2019 to 2020 are included insofar as amounts are

expected to be payable under a payment plan to be renegotiated with the TRA. Additionally, development and decommissioning

of the Group’s assets in Tanzania is excluded from the cash forecast as any such commitments are anticipated to be outside

the going concern period.

The Group commenced discussions with the Tanzanian authorities during 2022 to return the Nyuni Area licence to the Ministry

of Energy and such discussions resulted in the Group being requested to market the licence in 2023 and 2024, in an attempt to

ﬁnd a third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. Regardless of whether

the farm-out process is successful or not, it is not considered probable that any capital expenditure would arise in the period.

However, a risk exists that the Group and the Company lose the objections to the tax assessments or may be unable to

renegotiate or defer commitments relating to the development or decommissioning of the operated Licence interests during

the period, or that the TPDC may take action to enforce their claims to certain rights during the period and, therefore, the Group

and the Company may need to raise additional funding to meet these potential liabilities.

There is material uncertainty as to its ability to raise such additional funding in conjunction with suﬃcient conversion and

exercising of share warrants necessary to fund the underlying cashﬂow requirements of the Group. This may result in the Group

and the Company having to raise funds at whatever terms are available at the time, which is not guaranteed.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

These circumstances indicate that a material uncertainty exists that may cast signiﬁcant doubt on the Group and the Company’s

ability to continue as going concerns and, therefore, the Group and the Company may be unable to realise their assets and

discharge their liabilities in the normal course of business. As the Group has been successful in raising equity funds at various times

and in similar circumstances in the recent past on acceptable terms to the Group, the Directors have a reasonable expectation that

additional funding can be raised. Despite the aforementioned material uncertainty, the Directors have conﬁdence in the Group’s

forecasts and have a reasonable expectation that the Group and the Company will continue in operational existence for the

foreseeablefutureandhavethereforeusedthegoingconcernbasisinpreparingtheseﬁnancialstatements.Theﬁnancialstatements

do not include the adjustments that would result if the Group and the Company were unable to continue as going concerns.

Statement of compliance

The Group ﬁnancial statements have been prepared and approved by the Directors in accordance with IFRS and their interpretations

as adopted by the EU (“EU IFRS”). The individual ﬁnancial statements of the Company (“Company ﬁnancial statements”) have been

prepared and approved by the Directors in accordance with EU IFRS and as applied in accordance with the Companies Acts 2014

which permits a company that publishes its Company and Group ﬁnancial statements together to take advantage of the exemption

in Section 304 of the Companies Act 2014 from presenting to its members its company income statement and related notes that

form part of the approved Company ﬁnancial statements.

Change in accounting policies

i) New accounting standards, interpretations and amendments eﬀective from 1 January 2025

A number of new and amended standards and interpretations issued by IASB have become eﬀective for the ﬁrst time for

ﬁnancial periods beginning on (or after) 1 January 2025 and have been applied by the Group in these ﬁnancial statements.

None of these new and amended standards and interpretations had a signiﬁcant eﬀect on the Group because they are either

not relevant to the Group’s activities or require accounting which is consistent with the Group’s current accounting policies.

ii) New standards, interpretations and amendments not yet eﬀective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are

eﬀective in future accounting periods and which have not been adopted early by the Group. Except as mentioned below, these

standards are not expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable

future transactions.

IFRS 18 ‘Presentation and Disclosure in Financial Statements’

will supersede IAS 1 ‘Presentation of Financial Statements’

and is eﬀective for annual periods beginning on or after 1 January 2027 subject to endorsement by the EU. IFRS 18 (and

consequential amendments made to IAS 7 ‘Statement of Cash Flows’, IAS 8 ‘Accounting Policies: Changes in Accounting

Estimates and Errors’, IAS 33 ‘Earnings per share’ and IFRS 7 ‘Financial Instruments: Disclosures’) introduces several new

requirements that are expected to impact the presentation and disclosure of the Group’s consolidated ﬁnancial statements.

These new requirements include:

•

Requirements to classify all income and expenses included in the statement of proﬁt or loss into one of ﬁve categories and

to present two new mandatory subtotals.

•

Requirement to use the operating proﬁt subtotal as the starting point for the indirect method of reporting cash ﬂows from

operating activities in the statement of cash ﬂows.

•

Speciﬁc classiﬁcation requirements for interest paid/received and dividends received in the statement of cash ﬂows such

that interest and dividend receipts are included as investing cash ﬂows and interest paid as ﬁnancing cash ﬂows.

•

Required disclosures about certain non-GAAP measures (‘management deﬁned performance measures’) in a single note

to the ﬁnancial statements.

•

Enhanced guidance on the aggregation of information across all the primary ﬁnancial statements and the notes.

The Group’s evaluation of the eﬀect of adopting IFRS 18 is ongoing.

IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

is eﬀective for periods beginning on or after 1 January 2027.

This standard introduces reduced disclosure requirements for eligible subsidiaries. The Group is assessing whether it will apply

IFRS 19. No impact on recognition or measurement is expected.

IFRS 9 and IFRS 7 ‘Amendments to Classiﬁcation and Measurement of Financial Instruments’

is eﬀective for periods beginning

on or after 1 January 2027. These amendments clarify certain classiﬁcation and measurement requirements for ﬁnancial

instruments. The Group does not expect a material impact on its ﬁnancial statements.

IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36, IAS 37:

Various amendments to illustrative examples and disclosure guidance have been

issued to improve clarity and consistency, particularly regarding measurement uncertainties and estimation processes. These

do not change accounting requirements and are not expected to have a signiﬁcant eﬀect on the Group’s ﬁnancial statements.

The material accounting policies adopted are set out below.

Basis of consolidation

The Group ﬁnancial statements consolidate the ﬁnancial statements of Aminex PLC and its subsidiaries. Subsidiaries are

consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which

control is transferred out of the Group. Control exists when the Company is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to aﬀect those returns through its power over the entity. Financial statements

of subsidiaries are prepared for the same reporting year as the parent company.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

The statutory individual ﬁnancial statements of subsidiary companies have been prepared under the accounting policies

applicable in their country of incorporation but adjustments have been made to the results and ﬁnancial position of such

companies to bring their accounting policies into line with those of the Group for consolidation purposes.

All intra-group balances and transactions, including unrealised proﬁts arising from intra-group transactions, have been

eliminated in full. Unrealised losses are eliminated in the same manner as unrealised gains except to the extent that there is

evidence of impairment.

Investments in subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the ﬁnancial and operating policies, is exposed to,

or has rights to, variable returns from its involvement with the entity and has the ability to aﬀect those returns through its power

over the entity. Such power, generally but not exclusively, accompanies a shareholding of more than one-half of the voting

rights. Non-current investments in subsidiaries of the Company are shown at cost less provision for impairment.

Joint operations

Joint operations are those activities over which the Group exercises joint control with other participants, established by

contractual agreement. The Group recognises, in respect of its interests in joint operations, the assets that it controls, the

liabilities that it incurs, the expenses that it incurs and the share of the income that it earns from the sale of goods or services

by the joint operation.

Revenue from contracts with customers

Revenue is measured based on the consideration speciﬁed in a contract with a customer. The Group recognises revenue

when performance obligations are satisﬁed and it transfers control over a good or service to a customer. Details of the Group’s

sources of revenue from contracts with customers and details on when control passes are detailed in Note 2.

Employee beneﬁts

Share-based payments

The Group operates a number of share option schemes. For equity-settled share-based payment transactions (i.e. the issuance

of share options), the Group measures the services received by reference to the value of the option or other ﬁnancial instrument

at fair value at the measurement date (which is the grant date) using a recognised valuation methodology for the pricing of

ﬁnancial instruments (i.e. the Black Scholes model).

If the share options granted do not vest until the completion of a speciﬁed period of service, the fair value assessed at the

grant date is recognised in the income statement over the vesting period as the services are rendered by employees with

a corresponding increase in equity. For options granted with no vesting period the fair value is recognised in the income

statement at the date of the grant.

Where share options granted do not vest until performance-related targets, which include targets outside management’s

control, have been achieved (i.e. a variable vesting period), the fair value assessed at the grant date is recognised in the income

statement over a vesting period estimated by management based on the most likely outcome of the performance condition

(IFRS 2.15(b)).

Share options issued by the Group that are subject to market-based vesting conditions, as deﬁned in IFRS 2, are ignored for

the purposes of estimating the number of equity shares that will vest; these conditions have already been taken into account

when fair valuing the share options.

Non-market vesting conditions are not taken into account when estimating the fair value of share options at the grant date;

such conditions are taken into account through adjusting the number of equity instruments included in the measurement of

the amount charged to the income statement over the vesting period so that, ultimately, the amount recognised equates to the

number of equity instruments that actually vest. The expense in the income statement in relation to share options represents

the product of the total number of options anticipated to vest and the fair value of these options at the date of grant.

Where share options have performance conditions that are service-related and non-market in nature, the cumulative charge to

the income statement is reversed only where an employee in receipt of share options leaves the Group prior to completion of

the service period and forfeits the options granted and/or performance conditions are not expected to be satisﬁed. Where an

equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised

for the award is recognised immediately.

The proceeds received by the Group on the exercise of share entitlements are credited to share capital and share premium.

Where share options are awarded by the Group to employees of subsidiary companies, the value of the share-based payment

is credited to the Group’s share option reserve and charged through investments in subsidiary undertakings to the income

statement of the relevant subsidiary company.

When share options which have not been exercised reach the end of the original contractual life, the value of the share options

is transferred from the share option reserve to retained earnings. The Share Scheme adopted in July 2020 gives the Board the

discretion to award a cash alternative. There are no cash settled awards.

Share capital

Ordinary shares and deferred shares are classiﬁed as equity. Proceeds received from the issue of ordinary shares above the

nominal value is classiﬁed as Share Premium. Costs directly attributable to new shares are shown in equity as a deduction from

Share Premium in accordance with the provisions of the Companies Act 2014 (Section 117).

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

Share warrants

Under IAS 32.11(b)(ii), rights, options or warrants to acquire a ﬁxed number of an entity’s own equity instruments for a ﬁxed

amount of cash are generally classiﬁed as equity instruments where they meet the “ﬁxed-for-ﬁxed” criterion. The pro rata

requirement applies speciﬁcally in the context of foreign currency rights issues, i.e. where rights, options or warrants to acquire

a ﬁxed number of the entity’s own equity instruments for a ﬁxed amount of any currency are classiﬁed as equity only if they are

oﬀered pro rata to all existing owners of the same class of non-derivative equity instruments. Where this condition is not met,

such instruments would typically be classiﬁed as derivative ﬁnancial liabilities and measured at fair value through proﬁt or loss

in accordance with IAS 32 and IFRS 9.

Where the warrants are classiﬁed as equity instruments, they are recognised within equity at the proceeds received, with no

subsequent remeasurement.

Where the warrants are classiﬁed as ﬁnancial liabilities, they are initially recognised at fair value in accordance with IFRS 9.

Any diﬀerence between the transaction price and the fair value at initial recognition that is evidenced by observable market

data is recognised immediately in proﬁt or loss in accordance with IFRS 9.B5.1.2A. Where no consideration is allocated to the

warrants, initial recognition at fair value may result in a day one loss recognised in proﬁt or loss.

If the instrument is classiﬁed as a derivative ﬁnancial liability (DFL), an amount of the proceeds equal to the fair value of the

warrants is credited to a DFL account on the balance sheet. The fair value of the instrument is remeasured at each reporting

date and the DFL account adjusted as appropriate, with a corresponding amount recognised in proﬁt or loss. Transaction costs

relating to ﬁnancial instruments measured at fair value through proﬁt or loss, including derivative ﬁnancial liabilities, are included

in administrative expenses.

Finance costs

Finance costs comprise interest payable on borrowings calculated using the eﬀective interest rate method, the unwinding of the

discount on the decommissioning provision and foreign exchange losses.

Finance income

Finance income comprises interest income, which is recognised in the income statement as it accrues, using the eﬀective

interest rate method, and foreign exchange gains.

Tax

The tax expense in the income statement represents the sum of the current tax expense and deferred tax expense.

Tax currently payable is based on taxable proﬁt for the year and any adjustments to tax payable in respect of previous years.

Taxable proﬁt diﬀers from net proﬁt as reported in the income statement because it excludes items of income or expense

that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The liability for

current tax is calculated using rates that have been enacted or substantively enacted at the balance sheet date. Where there

are uncertain tax positions, the Group assesses whether it is probable that the position adopted in tax ﬁlings will be accepted

by the relevant tax authority, with the results of this assessment determining the accounting that follows. If it is not considered

probable that the income tax ﬁling position will be accepted by the tax authority, the uncertainty is reﬂected within the carrying

amount of the applicable tax asset or liability by using either the most likely amount or an expected value of the tax treatment,

depending on which method is considered to better predict the resolution of the uncertainty, based on the underlying facts

and circumstances.

Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive

income or directly in equity.

Deferred tax is provided, using the liability method, on all temporary diﬀerences between the carrying amounts of assets

and liabilities for ﬁnancial reporting purposes and the amounts used for taxation purposes, except those arising from non-

deductible goodwill or on initial recognition of an asset or liability in a transaction that is not a business combination and that

aﬀects neither accounting nor taxable proﬁt.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is

expected to be realised or the liability to be settled based on laws that have been enacted or substantively enacted at the

balance sheet date.

Deferred tax assets are recognised for all deductible diﬀerences, carry forward of unused tax credits and unused tax losses,

to the extent that it is probable that taxable proﬁt will be available against which the deductible temporary diﬀerences and the

carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer

probable that suﬃcient taxable proﬁt would be available to allow all or part of the deferred tax asset to be utilised.

Earnings per ordinary share

Basic earnings per share is computed by dividing the net proﬁt for the ﬁnancial period attributable to ordinary shareholders by

the weighted average number of ordinary shares in issue during the ﬁnancial period.

Diluted earnings per share is computed by dividing the proﬁt for the ﬁnancial period attributable to ordinary shareholders by the

weighted average number of ordinary shares in issue after adjusting for the eﬀects of all potential dilutive ordinary shares that

were outstanding during the ﬁnancial period.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

Foreign currency translation

The presentation currency of the Group and the functional currency of Aminex PLC is the US dollar (“US$”), representing the

currency of the primary economic environment in which the Group operates. Transactions in foreign currencies are recorded at

the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are

retranslated into the functional currency at the rate of exchange at the balance sheet date. All translation diﬀerences are taken

to the income statement.

Results and cash ﬂows of non-dollar subsidiary undertakings are translated into US dollars at average exchange rates for the

year and the related assets and liabilities (including goodwill and fair value adjustments) are translated at the rates of exchange

ruling at the balance sheet date. Adjustments arising on translation of the results of non-dollar subsidiary undertakings at

average rates, and on the restatement of the opening net assets at closing rates, are dealt with in a separate translation reserve

within equity, net of diﬀerences on related currency borrowings. Proceeds from the issue of share capital are recognised at the

prevailing exchange rate on the date that the Board of Directors ratiﬁes such issuance; any foreign exchange movement arising

between the date of issue and the date of receipt of funds is charged or credited to the income statement.

The principal exchange rates used for the translation of results, cash ﬂows and balance sheets into US dollars were as follows:

Average

Year-end

2025

2024

2025

2024

US$1 equals

Pound sterling

0.7472

0.7907

0.7434

0.7981

Euro

0.8540

0.9552

0.8515

0.9657

Australian dollar

1.5060

1.5786

1.4996

1.6150

Tanzanian shilling

2,540

2,600

2,447

2,394

On loss of control of a foreign operation, accumulated currency translation diﬀerences are recognised in the income statement

as part of the overall gain or loss on disposal.

Exploration and evaluation assets

The assessment of what constitutes an individual exploration and evaluation (“E&E”) asset (an E&E asset is the same as a

cash-generating unit (“CGU”) for the purposes of impairment testing) is based on technical criteria but normally a production

sharing agreement (“PSA”) is designated as an individual E&E asset. A PSA will normally equate to a single licence except for

the Ruvuma PSA (see Note 11).

E&E expenditure incurred prior to obtaining the legal rights to explore an area is recognised in the income statement as incurred.

Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial

appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs,

are capitalised as intangible E&E assets.

Capitalised E&E costs are not amortised prior to the conclusion of appraisal activities. At completion of appraisal activities,

if technical feasibility is demonstrated, commercial reserves are discovered and commercial viability is demonstrable, then,

following development sanction, the carrying value of the relevant E&E asset will be reclassiﬁed to property, plant and

equipment, but only after the carrying value of the E&E asset has been assessed for impairment and, where appropriate, its

carrying value adjusted. If, after completion of appraisal activities in an area, it is not possible to determine technical feasibility

and commercial viability, if the legal rights to explore expire or if the Group decides not to continue E&E activities then the costs

of such unsuccessful E&E are written oﬀ to the income statement in the period the relevant events occur.

Property, plant and equipment – developed and producing oil and gas assets (stated at cost)

Developing and producing oil and gas assets are aggregated generally on a ﬁeld-by-ﬁeld basis and represent the cost of

developing the commercial reserves discovered and bringing them into production, together with the E&E expenditure incurred

in ﬁnding commercial reserves transferred from intangible E&E assets as outlined in the accounting policy above.

Subsequent expenditure is capitalised only where it either enhances the economic beneﬁts of the developed and producing

properties or replaces part of the existing developed and producing properties. The carrying amounts of the part replaced are

expensed to the income statement.

Interest on borrowings for development projects is capitalised by ﬁeld up to the time that the asset commences to produce

commercial reserves.

Farm-outs

A farm-out is an arrangement whereby the Group gives up the right to future reserves via reduction in the working interest in

a licence in exchange for cash consideration or a reduction in future funding commitments which will be met, or “carried”, by

another party (farmee).

Any cash consideration received as part of a farm-out arrangement that relates to (i) the purchase of a right to receive future

reserves from the asset, or (ii) past capitalised costs of the asset, are credited against the carrying amount of the existing

asset. Consequently, the Group does not recognise any gain or loss on the partial disposal of interest in the asset unless the

cash consideration exceeds the carrying amount. If consideration received exceeds the carrying amount of the E&E asset, this

excess is recognised as a gain in the income statement. Any future commitments that will be met by the farmee are excluded

when the licence is yet to establish proven reserves.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

Subsequent E&E expenditure settled by the farmee as part of the carried interest is not recognised by the Group in the carrying

value of the asset.

Capital gain taxes arising on farm-out transactions are recorded in the income statement.

Depletion

The Group depletes capitalised costs calculated at price levels ruling at the balance sheet date on developed and producing

properties on a unit of production basis, based on proved and probable reserves on a ﬁeld-by-ﬁeld basis. In certain

circumstances, ﬁelds within a single development may be combined for depletion purposes.

Amortisation is calculated by reference to the proportion that production for the period bears to the total of the estimated

remaining commercial reserves as at the beginning of the period. Changes in reserves quantities and cost estimates are

recognised prospectively.

Impairment

E&E assets are assessed at each reporting date for indicators of impairment, with an impairment test being required when

facts and circumstances suggest that the carrying amount of capitalised E&E expenditure exceeds its recoverable amount and

suﬃcient data exists to enable the Group to determine technical feasibility and commercial viability.

Under IFRS 6, the following indicators are set out to determine whether an E&E asset is required to be tested for impairment:

a) the period for which the entity has the right to explore in the speciﬁc area has expired during the period or will expire in the

near future, and is not expected to be renewed;

b) substantive expenditure on further exploration for and evaluation of mineral resources in the speciﬁc area is neither budgeted

nor planned;

c) exploration for and evaluation of mineral resources in the speciﬁc area have not led to the discovery of commercially viable

quantities of mineral resources and the entity has decided to discontinue such activities in the speciﬁc area; and

d) suﬃcient data exists to indicate that, although a development in the speciﬁc area is likely to proceed, the carrying amount of

the E&E asset is unlikely to be recovered in full from successful development or by sale.

The list is not exhaustive, and management will consider other relevant changes in facts and circumstances that may indicate the

requirement for an E&E asset impairment test.

Where an indicator of impairment exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever

the carrying amounts of an asset or its cash generating unit exceed its recoverable amount. Impairment losses are recognised in

the statement of proﬁt or loss. The recoverable amount of an asset is the higher of its fair value less cost of disposal and value-

in-use.

This assessment is based on a range of technical and commercial considerations and conﬁrming that suﬃcient progress is being

made to establish development plans and timing. If no future activity is planned, or the value of the asset cannot be recovered via

successful development or sale, the balance of the E&E expenditure is impaired wholly or in part as appropriate.

Value-in-use reﬂects the expected present value of the future cash ﬂows which the Group would generate through the operation

of the asset in its current condition, without taking into account potential enhancements or further development of the asset. The

fair value less cost of disposal valuation will normally be higher than the value-in-use valuation and accordingly the Group typically

applies this valuation estimate in its impairment of valuation assessments.

The fair value less cost of disposal is determined as the amount of estimated risk adjusted and discounted future cash ﬂows. For

this purpose, assets are grouped into cash generating units (“CGU”s) based on separately identiﬁable and largely independent

cash inﬂows. Estimates of future cash ﬂows are made using management forecasts.

Where there has been a charge for impairment in an earlier period that charge will be reversed in a later period where there has

been a change in circumstances to the extent that the discounted future net cash ﬂows are higher than the net book value at the

time. In reversing impairment losses, the carrying amount of the asset will be increased to the lower of its original carrying value

or the carrying value that would have been determined (net of depletion) had no impairment loss been recognised in prior periods.

Decommissioning costs

A liability is recognised once there is an obligation for the decommissioning of oil and gas wells. Decommissioning cost

estimates are measured based on current requirements, technology and price levels, which is inﬂated to estimate the future

cost at the expected abandonment date; the present value is calculated using amounts discounted over the useful economic

life of the assets. This amount is included within the related exploration and evaluation or developed and producing assets by

ﬁeld and the liability is included in provisions. Such cost is depleted over the life of the ﬁeld on a unit of production basis and

charged to the income statement. The unwinding of the discount is reﬂected as a ﬁnance cost in the income statement over the

remaining life of the well. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision

and the associated asset. The eﬀects of changes resulting from revisions to the timing or the amount of the original estimate

of the provision are reﬂected on a prospective basis, generally by adjustment to the carrying amount of the related exploration

and evaluation or property, plant and equipment.

Property, plant and equipment – other

Other property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation

is calculated to write oﬀ the original cost of other property, plant and equipment less its estimated residual value over their

expected useful lives on a straight-line basis.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

The estimated useful lives applied in determining the charge to depreciation are as follows:

Plant and equipment

3-5 years

Fixtures and ﬁttings

3-5 years

The useful lives and residual values are reassessed annually.

On disposal of other property, plant and equipment, the cost and related accumulated depreciation and impairments are

removed from the ﬁnancial statements and the net amount less any proceeds are taken to the income statement.

The carrying amounts of other property, plant and equipment are reviewed at each balance sheet date to determine whether

there is any indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash

generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement.

Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it

is probable that future economic beneﬁts associated with the item will ﬂow to the Group and the cost of the replaced item can

be measured reliably. All other repair and maintenance costs are charged to the income statement during the ﬁnancial period

in which they are incurred.

Cash and cash equivalents

Cash and cash equivalents refer to deposits with a maturity of less than 90 days at inception and include cash in hand, current

accounts with banks and cash held by the Group in current accounts with banks on behalf of joint operation partners.

Financial instruments

Financial assets and ﬁnancial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the

contractual provisions of the instrument.

There are no material ﬁnancial assets and liabilities for which diﬀerences between carrying amounts and fair values are required

to be disclosed. The classiﬁcation of ﬁnancial instruments as required by IFRS 7 is disclosed in Notes 16, 17, 18 and 20.

(a) Financial assets

Financial assets are initially recognised at fair value, normally being the transaction price, and subsequently measured at

amortised cost, fair value through other comprehensive income or fair value through proﬁt or loss. The classiﬁcation of ﬁnancial

assets is determined by the contractual cash ﬂows and where applicable the business model for managing the ﬁnancial

assets. The Group derecognises ﬁnancial assets when the contractual rights to the cash ﬂows expire or the ﬁnancial asset

is transferred to a third party. On derecognition of a ﬁnancial asset measured at amortised cost, the diﬀerence between the

asset’s carrying amount and the sum of the consideration received and receivable is recognised in proﬁt or loss.

Financial assets at amortised cost

Financial assets are classiﬁed as measured at amortised cost when they are held in a business model the objective of which

is to collect contractual cash ﬂows and the contractual cash ﬂows represent solely payments of principal and interest. Such

assets are carried at amortised cost using the eﬀective interest method if the time value of money is signiﬁcant. Gains and

losses are recognised in proﬁt or loss when the assets are derecognised or impaired and when interest is recognised using

the eﬀective interest rate method. This category of ﬁnancial assets includes trade and other receivables and loans provided to

subsidiary undertakings of the Company.

(b) Financial liabilities

Financial liabilities are generally stated at amortised costs using the eﬀective interest rate method. Derivative ﬁnancial instruments

are recognised at fair value on the issue date. The Group classiﬁes all derivative ﬁnancial liabilities as measured at fair value

through proﬁt or loss unless they are designated in an eﬀective hedging relationship. Subsequent changes in fair value are

recognised in proﬁt or loss. Derivative ﬁnancial liabilities are presented as non-current unless they are expected to be settled

within 12 months.

The expected credit loss model is applied for recognition and measurement of impairments in ﬁnancial assets measured

at amortised cost. The loss allowance for the ﬁnancial asset is measured at an amount equal to the 12-month expected

credit losses. If the credit risk on the ﬁnancial asset has increased signiﬁcantly since initial recognition, the loss allowance

for the ﬁnancial asset is measured at an amount equal to the lifetime expected credit losses. Changes in loss allowances are

recognised in proﬁt and loss. For trade receivables, a simpliﬁed impairment approach is applied recognising expected lifetime

losses from initial recognition.

Critical accounting judgements

The Group assesses critical accounting judgements annually. The following are the critical judgements, apart from those

involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the

Group’s accounting policies and that have the most signiﬁcant eﬀect on the amounts recognised in the Financial Statements.

Carrying value of intangible exploration and evaluation assets (Note 11):

The amounts for intangible exploration and evaluation assets represent active exploration projects. These amounts will be

written oﬀ to the income statement as exploration costs unless commercial reserves are established, or the determination

process is not completed and there are no indications of impairment in accordance with the Group’s accounting policy.

The amounts for intangible exploration and evaluation assets represent active exploration projects. These amounts will be

written oﬀ to the income statement as exploration costs unless commercial reserves are established, or the determination

process is not completed and there are no indications of impairment in accordance with the Group’s accounting policy.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

The process of determining whether there is an indicator for impairment or impairment reversal and the subsequent calculation

requires critical judgement. The key areas in which management has applied judgement are as follows: the Group’s intention

to proceed with a future work programme for a prospect or licence; the likelihood of licence renewal or extension; the review of

new legislation or regulations that may impact the economic terms of the Group’s PSAs: the assessment of whether suﬃcient

data exists to indicate that, although a development in the speciﬁc area is likely to proceed, the carrying amount of the

exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale and the success of

a well result or geological or geophysical survey.

The key risk area to which this judgement was applied during 2025 was the assessment and identiﬁcation of impairment

indicators, in accordance with IFRS 6, related to the Ruvuma PSA, Kiliwani South and Nyuni Area PSA CGUs.

The Company is fully carried for its 25% participating interest in the Ruvuma PSA CGU by the US$35 million carry arrangement

(“the Carry”) under the Farm-Out which completed in October 2020. This is equivalent to a gross ﬁeld investment of US$140

million and is expected to carry the Group through to commercial production. The Company’s expenditures from 2021 onwards

on the Ruvuma PSA CGU were fully covered by the Carry.

In May 2024, the 25-year Ntorya Development Licence was granted, under the Ruvuma PSA, for blocks in the Mtwara Licence.

Progress on the Ntorya Development during the year included the award by the TPDC of the Engineering, Procurement and

Construction contract for the main pipeline to connect Ntorya to the Madimba Gas Processing Plant (with the pipe being

delivered in January 2026) and commencement of civil works for the pipeline route, well sites, access roads and associated

infrastructure. In addition, rig tenders were evaluated for drilling of Chikumbi-1 well and workover of Ntorya-1 and an updated

Field Development Plan was submitted, incorporating the extensive results of the 3D seismic campaign. Further work includes

completion and commissioning of the pipeline, testing and hook-up of Ntorya-2, drilling and completion of Chikumbi-1 and

workover of Ntorya-1. Completion and commissioning of the pipeline is forecast for no later than September 2026. Management

have a reasonable expectation that the planned development of the Ntorya location contained within the Ruvuma PSA CGU

would result in the asset’s recoverable amount (determined on a value-in-use basis with a 10% discount rate) being greater than

its carrying value. Therefore, no impairment has been recognised against the Mtwara Licence costs within the Ruvuma PSA.

In respect to the Kiliwani South prospect, the asset is located within the Kiliwani North Development Licence acreage and

although the licence expires in 2036, no work programme was planned for 2025 as commercial discussions continued over

KNDL and, following the rejection of proposed terms over the Nyuni Area licence for the second extension period, the Company

considers any seismic programme solely over the Kiliwani South prospect to be uneconomical. The Directors concluded that

these factors were indicators of impairment which resulted in a full impairment of the carrying value of the Kiliwani South CGU

in 2021. Although a budget has been approved for 2026, this is for licence maintenance and support only, and the Directors

conclude that full impairment should continue in 2025 (see Note 11). As a result, any expenditure on the Kiliwani South prospect

E&E asset during 2025 would have been capitalised and immediately impaired from the exploration and evaluation assets to

the income statement as exploration and evaluation expenditure in line with the Group’s accounting policy, however there was

no expenditure in 2025.

In respect to the Nyuni Area PSA CGU, management concluded in 2018 that an impairment trigger event had occurred

and resulted in the asset being fully impaired. Expenditure on the Nyuni Area PSA E&E asset during 2025 was capitalised

and immediately impaired from the exploration and evaluation assets to the income statement as exploration and evaluation

expenditure in line with the Group’s accounting policy. During 2021, discussions with the Ministry of Energy to agree terms with

the licence holder for the second exploration phase were unsuccessful and, in April 2022, we initiated the process to return

the licence, in the belief that the level of risk associated with the licence was inappropriate for the Group. Subsequently, it was

agreed with the Tanzanian authorities that we will continue our attempts to attract industry partners to participate in the licence.

The likely outcome of these attempts, however, remains uncertain and consequently the Directors maintained their position of

a full impairment over the Nyuni Area PSA CGU.

Carrying value of property plant and equipment assets (Note 12):

During oil and gas operations, production from a well is subject to a rate of decline as the reservoir is depleted and the pressure

naturally decreases. There are various mechanical options available to the business to remedy such decline and to increase

production from an existing well. Management’s critical judgements in deciding whether they can remediate a decline in production

relate to: whether the technology and technical expertise is available at its operating locations to remedy the production decline,

whether the chosen remedial action will be successful and whether it will be economical to perform the remediation work. If

management decides, after reviewing all available options, that there is no economical method for remediating a well, an asset

would be impaired.

During 2025, the Kiliwani North-1 well (“KN-1”) continued not to produce, and consequently management assessed the asset for

impairment in accordance with IAS 36. Management noted that with continued uncertainty over commercial terms for production

from the KN-1 well the Group could not ascertain whether it would be economical to perform a remediation programme on the well.

As part of the KNDL settlement agreement signed in October 2021 over past gas sales, the TPDC reserved its rights in respect

of proﬁt share and royalty. The Group recognised that reaching agreement on commercial terms would result in further delays

to achieving any future production. Furthermore, as the Company had moved toward a non-operator strategy, despite actively

pursuing farm-in partners to conduct works over the licence, there was no certainty that a partner would be identiﬁed and any

remediation programme commence. These conditions and assessments continued in 2025.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

Impairment exists when the carrying value of the asset or CGU exceeds its recoverable amount, which is the higher of its fair value less

costs of disposal and its value-in-use. The above factors were considered indicators of impairment and resulted in a full impairment

of the KNDL CGU in 2021, which reﬂected the carrying value of KN-1. Expenditures incurred in 2025 have also been impaired in full.

Management maintain that the KNDL CGU’s value would only be realised from future cash ﬂows generated by the asset. Details are

disclosed in Note 12. The potential results of future remediation work may be diﬀerent to current management judgements and may

result in an impairment reversal to the Kiliwani North CGU which would impact the Group’s ﬁnancial statements.

Assessment and disclosure of contingent liabilities (Note 25):

The TRA ﬁnalised an audit of taxation years 2019 to 2020 with assessments issued to the Group in June 2023, covering non

income taxes, predominately WHT, VAT and Excise Duty accrued but not paid. The TRA also ﬁnalised a corporate income tax

audit of taxation years 2019 to 2020 with assessments issued to the Group in June 2023, covering disallowed costs. Objections

were submitted to some of these ﬁndings. Details of these tax assessments, along with progress during 2025, are contained in

Note 25.

The TRA ﬁnalised an audit of taxation years 2016 to 2018 with assessments issued to the Group in June 2022, covering non

income taxes, predominately VAT on the Ruvuma farm-out and pay as you earn tax on Directors’ fees. The TRA also ﬁnalised a

corporate income tax audit of taxation years 2016 to 2018 with assessments issued to the Group in June 2022, covering under

declared revenue. Objections were submitted to all these ﬁndings. Details of these tax assessments, along with progress during

2025, are contained in Note 25.

The TRA ﬁnalised an audit of taxation years 2013 to 2015 with assessments issued to the Group in February 2020 covering non

income taxes including VAT, WHT and employment taxes. The Group objected to the ﬁndings. Details of these tax assessments,

along with progress during 2025, are contained in Note 25.

In 2018, the Group received notiﬁcation from the TPDC requesting payment of certain amounts. During 2021, the Group and

TPDC reached a settlement in respect of past gas sales and amounts due to TPDC related to this notiﬁcation. As part of the

settlement, both parties reserved their rights in relation to certain matters where agreement was not reached (see Note 25).

Judgement is required to determine whether a provision is necessary in relation to these remaining matters or a disclosure as a

contingent liability. Management consider the recognition and classiﬁcation judgement of signiﬁcance due to potential changes

to, and inconsistent interpretation of, laws and regulations in the location it operates. Critical judgements relate to the application

of certain criteria in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” that include: whether

the Group has a present obligation as a result of a past event, whether there is a probable outﬂow of economic resources, and

whether that outﬂow can be measured reliably. Judgement is made based on technical merit of any assessment or claim, legal

precedence and management expectations.

Going concern

Refer to page 45.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have

a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year

are discussed below.

Recoverability of trade receivables and amounts due from subsidiary undertakings (Note 15):

The Group uses a forward-looking impairment model based on expected credit losses (“ECLs”) of ﬁnancial assets in accordance

with IFRS 9, including short-term trade receivables. The standard requires the Company to book an allowance for ECLs for

its ﬁnancial assets. Management calculate a net present value of outstanding receivables discounted by the discount rate,

for a range of possible scenarios, including delays and no payment, with a probability assigned to each. The assumptions of

scenarios, probability weighting and discount rate require critical judgement.

The Group notes no material credit loss in its remaining trade receivables balances as at 31 December 2025.

During the year, in line with the requirements of IFRS 9, the Company calculated an expected credit loss equivalent to the lifetime

expected credit losses. Arriving at the expected credit loss allowance involved considering diﬀerent scenarios for the recovery

of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for these scenarios. The

following were considered: the success of the development of the Ntorya Location, funded under the Ruvuma PSA Farm-Out

agreement with APT, value of the potential reserves, project risks, the ability to achieve certain production levels. Third party

assistance was used to support valuations where considered advisable. Signiﬁcant judgement is required in determining

the probability of the diﬀerent scenarios. The Company applies no discounting to the expected credit loss calculation as the

eﬀective interest rate is considered to be 0% as the loans are interest free and payable on demand. Following the review, the

Company recognised an increase of US$1.17 million to the impairment provision against the loans due from subsidiaries as a

result of the progress made during the year on the Ruvuma PSA CGU (see Note 11).

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

1 Statement of Accounting Policies

(continued)

Decommissioning estimates (Note 19):

Provisions for decommissioning obligations are made on the best estimate of the likely committed cash outﬂow. Specialist

input is sought from third party experts to estimate the cost to perform the necessary remediation work at the reporting

date. The third-party expert used has experience in the industry and location where the Group operates and has assisted the

Group’s operations in the past. This enables a degree of knowledge of conditions speciﬁcally relevant to the Group. The third-

party prepared a Decommissioning Cost Report in January 2025 which provided cost estimates for what they considered to

be the most likely scenario for plugging and abandoning each well to be decommissioned. Management reviewed and adopted

these costs, on an undiscounted basis, which range from US$4.0 million to US$6.1 million each. Provision for environmental

clean- up and remediation costs is based on current legal and contractual requirements, technology and management’s

estimate of costs with reference to current price levels. Management consider that these costs, adjusted for a year’s inﬂation,

remain appropriate for use for the year-end 2025 calculation.

Changes to the type of remediation method, legislation, including in relation to climate change, well condition, technology and

equipment available in country can all have a signiﬁcant impact on the cost estimate that may result in the cost being higher

than the current estimate provided.

The estimation of the timing of well abandonment, inﬂation and discount rates is also considered to be judgemental and can

have a signiﬁcant impact on the net present value of the obligation. Abandonment timing is forecast to occur at the expiration

or, if renewal planned, expected expiration of the licence term. In respect of inﬂation, management references inﬂation ﬁgures

published by United States and Tanzanian government departments, and for discount rate estimates references the United

States Department of the Treasury and the Tanzanian central bank when making such estimates (see Note 19).

Uncertain tax and regulatory positions (Note 25):

The Group is subject to various tax and regulatory audits from time to time in the ordinary course of business, which

may give rise to assessments and the potential for items considered to be available for cost recovery to be disallowed

in the jurisdictions in which the Group operates. In order to assess whether these amounts should be provided for in the

Financial Statements, management has assessed these matters in the context of the laws and operating agreements of the

countries in which it operates. Management has applied judgement in assessing the likely outcome of these matters and

has estimated the ﬁnancial impact based on external tax and legal advice, recent precedence in the relevant jurisdiction and

prior experience of such audits. In February 2020, June 2022 and June 2023, the TRA issued the Group with several tax

assessments. The Company objected to the majority of these assessments. Due to the interpretation of tax law in-country

by the Revenue Authority, signiﬁcant uncertainty remains and the results of any submitted objections or appeals process

in relation to the tax assessment can inﬂuence the estimation of any future liability. This uncertainty often remains until the

conclusion of this process. Details of the assessments are disclosed in Note 25. With reference to the prejudicial exemption

in IAS 37, the Group will not disclose any further information about the assumptions for any provision. The disclosure of such

information is believed to be detrimental to the Group in connection with ongoing discussions.

Valuation of derivative ﬁnancial liability – share warrants (Note 20):

The Group has issued share warrants in October 2025 that are classiﬁed as a derivative ﬁnancial liability and measured at

fair value through proﬁt or loss. The valuation uses the Black Scholes model that includes signiﬁcant unobservable inputs.

Key estimation uncertainties include expected share price volatility and the risk free rate. Small changes can materially aﬀect

the valuation.

2 Segmental Information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and

incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

The Group considers that its operating segments consist of (i) Producing Oil and Gas Properties, (ii) Exploration Activities and

(iii) Oilﬁeld Services. These segments are those that are reviewed regularly by the Executive Chairman (Chief Operating Decision

Maker) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete

ﬁnancial information is available. However, the Group further analyses these by region for information purposes. Segment results

include items directly attributable to the segment as well as those that can be allocated on a reasonable basis. Unallocated

Aminex Group items comprise mainly head oﬃce expenses, cash balances and certain other items.

The Group’s revenue is derived from contracts with customers. The timing of revenue streams depends on the following for

products and services:

Producing oil and gas assets

The Group satisﬁes its performance obligation by transferring a nominated volume of gas to its customer. The title to gas

transfers to a customer when the customer takes physical possession of the gas at the contracted delivery point. The gas needs

to meet certain agreed speciﬁcations. The Group generated no revenue under this segment (2024: US$nil).

Oilﬁeld services

Revenue for services is recognised as services are rendered to the customer. All services rendered by the Group relate to joint

operations to which the Group is a party and the terms of the services provided are subject to service contracts.

The IFRS 8 operating segments as follows (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilﬁeld Services,

are the disaggregation of revenue from customers as required by IFRS 15.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

2 Segmental Information

(continued)

Operating segment results - 2025

Tanzania

Unallocated

Producing oil

Exploration

Oilﬁeld

Corporate

and gas properties

activities

services

Aminex Group

Total

2025

US$’000

Revenue

Cost of sales

(3)

(6)

(50)

(59)

Depletion

Gross (loss) / proﬁt

(3)

(6)

(1)

(10)

Depreciation

(2)

Administrative expenses

(313)

(97)

(1,438)

(1,848)

Impairment against property, plant and equipment assets

(565)

Impairment against exploration and evaluation assets

(460)

Operating (loss) / proﬁt

(316)

(1,031)

(98)

(1,440)

(2,885)

Finance costs

(129)

(259)

(101)

(489)

Fair value loss on share warrants

(1,556)

Foreign exchange gain

(53)

(Loss) / proﬁt before tax

(445)

(1,290)

(98)

(3,150)

(4,983)

Taxation

(Loss) / proﬁt before tax

(445)

(1,290)

(98)

(3,150)

(4,983)

Segment assets

1,077

39,181

3,670

43,928

Segment liabilities

(4,535)

(8,574)

(2,737)

(15,846)

Capital expenditure additions

565

590

1,159

Other material non-cash items

Share based payments (Note 5)

(41)

Unwinding of discount on decommissioning provision

(129)

(259)

(388)

(Note 19)

Total non-current assets and liabilities by geographical region are set out in Notes 11, 12 and 19 to the ﬁnancial statements.

Operating segment results - 2024

Tanzania

Unallocated

Producing oil

Exploration

Oilﬁeld

Corporate

and gas properties

activities

services

Aminex Group

Total

2024

US$’000

Revenue

Cost of sales

(2)

(49)

(51)

Depletion

Gross (loss) / proﬁt

(2)

(10)

(12)

Depreciation

(2)

Administrative expenses

(233)

(97)

(1,437)

(1,767)

Impairment against property, plant and equipment assets

(1,481)

Impairment against exploration and evaluation assets

(1,941)

Operating (loss) / proﬁt

(233)

(3,424)

(107)

(1,439)

(5,203)

Finance costs

(47)

(105)

(1)

(153)

Finance income

Foreign exchange gain

(Loss) / proﬁt before tax

(280)

(3,529)

(107)

(1,385)

(5,301)

Taxation

(Loss) / proﬁt after tax

(280)

(3,529)

(107)

(1,385)

(5,301)

Segment assets

1,309

39,051

1,179

41,539

Segment liabilities

(3,888)

(6,990)

(3,046)

(13,924)

Capital expenditure additions

1,481

2,895

4,376

Other material non-cash items

Share based payments (Note 5)

(261)

Unwinding of discount on decommissioning provision

(47)

(105)

(152)

(Note 19)

Total non-current assets and liabilities by geographical region are set out in Notes 11, 12 and 19 to the ﬁnancial statements.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

3 Cost of sales and administrative expenses

2025

2024

US$’000

Cost of sales

Operating costs

Total cost of sales

Administrative expenses

Employee beneﬁts

399

340

Share based payments

261

Depreciation

Tax provision accrual

Other administrative costs

1,321

1,113

Total administrative expenses

1,850

1,769

4 Employment

Employment costs charged against the Group operating loss are analysed as follows:

2025

2024

US$’000

Salaries and wages

365

321

Social security costs

Other pension costs

Share based payment charge

261

459

629

Employment costs capitalised (Note 11)

(19)

(28)

Employment costs charged against the Group operating loss

440

601

A proportion of the Group’s employment costs charged against the Group operating loss are recharged to partners in Joint

operations by the Group acting as operator, a proportion is allocated to the Group’s cost of sales with the remainder classiﬁed

under administrative expenses.

The Group’s average number of employees, including Executive Directors, during the year was:

2025

2024

Europe

Tanzania

Employment costs charged against the Company operating loss are analysed as follows:

2025

2024

US$’000

Share based payment charge

170

The Company incurs no other employment costs and has no employees.

Directors’ emoluments (which are included in administrative expenses) and interests are shown in the Directors’ Remuneration

Report on pages 31 to 32.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

5 Share based payments

Aminex PLC operates or operated the following share option schemes:

•

Executive Share Option Scheme (“ESOS”). Under the terms of the ESOS, certain Directors and employees of Aminex PLC,

and its subsidiary companies, were entitled to subscribe for Ordinary Shares in Aminex PLC at the market value on the date

of the granting of the options. Options are granted at market price, in accordance with the ESOS rules, with reference to the

average closing price for the fourteen days prior to the grant of options. The ESOS expired on 10 May 2020 and therefore

no further share options will be granted pursuant to the ESOS. The vesting and expiry conditions for ESOS options in place

during the period are as follows:

Date of Grant

Vesting

Expiry

February 2019

Immediately upon grant

10 years after date of grant

November 2019, January 2020

In tranches subject to the achievement of certain

7 years after date of grant

market and non-market performance conditions

February 2020

Immediately upon grant

Expired February 2025

•

New Restricted Share Plan (“New RSP”). The New RSP was adopted by the Board on 1 July 2020 and approved by

shareholders of the Company at its AGM on 29 July 2020. Under the terms of the New RSP, certain Directors and employees

of Aminex PLC, and its subsidiary companies, are eligible to participate in the New RSP. Options may not be granted after 1

July 2030 and the exercise price of an option will be no less than 70% of the closing price for the ten days prior to the grant

of options. The vesting and expiry conditions for New RSP options remaining in place during the period are as follows:

Date of Grant

Vesting

Expiry

January 2022

50% on date of grant, 25% 6 months after grant,

5 years after date of grant

25% 12 months after grant

December 2022

25% on each of 6, 12, 18 and 24 months after grant

5 years after date of grant

June, August 2023

When average closing share price is no lower than

5 years after date of grant

Stg.2.00p for 5 consecutive trading days

December 2024

50% on 1 January 2025, 50% on 1

January 2026

5 years after date of grant

The fair value at the grant date is measured using a recognised valuation methodology for the pricing of ﬁnancial instruments

i.e. the Black-Scholes method. Expected volatility is calculated using ten years of historical share data.

There were no share options granted during the period.

The following expenses have been recognised in the income statement arising on share-based payments and included within

administrative expenses:

2025

2024

US$’000

Share based payment charge

261

Number

Average

of options

exercise price

Outstanding at 1 January 2024

215,611,000

Stg 1.04p

Granted

9,000,000

Stg 1.11p

Cancelled

(8,000,000)

Stg 0.76p

Expired

(12,000,000)

Stg 0.86p

Outstanding at 31 December 2024

204,611,000

Stg 1.04p

Granted

Cancelled

Expired

(1,200,000)

Stg 1.02p

Outstanding at 31 December 2025

203,411,000

Stg 1.06p

Exercisable at 31 December 2024

127,861,000

Stg 1.04p

Exercisable at 31 December 2025

179,161,000

Stg 1.03p

On 31 December 2025, there were options over 179,161,000 (2024: 127,861,000) Ordinary Shares outstanding which are

exercisable at prices ranging from Stg0.60 pence to Stg1.56 pence per share and which expire at various dates up to 2029.

The weighted average remaining contractual life of the options outstanding is 1.51 years (2024: 2.50 years). The average share

price for the year ended 31 December 2025 was Stg 1.46 pence/€0.01703 (2024: Stg1.18 pence/€0.01220).

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

6 Loss before tax

The loss before tax has been arrived at after charging the following items:

2025

2024

US$’000

Depreciation of other property, plant and equipment

Auditor’s remuneration – Group audit (i)

171

155

Auditor’s remuneration – overseas (ii)

(i)

Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member ﬁrms on the consolidated ﬁnancial

statements. In 2025, US$43,000 (2024: US$37,000) of audit fees related to the audit of the Company.

(ii)

Audit comprises audit work performed by Baker Tilly Ireland Audit Limited and member ﬁrms on the subsidiaries’ ﬁnancial

statements. In 2025 this was US$38,000 (2024: US$36,000).

7 Finance income

2025

2024

US$’000

Foreign exchange gain

8 Finance costs

2025

2024

US$’000

Interest expense

101

Unwinding of discount on decommissioning provision (Note 19)

388

152

Foreign exchange loss

542

153

Included in ﬁnance costs is interest expense in respect of the US$1.50 million carry advance funding facility from Eclipse

Investments LLC, a related party of the Group.

9 Income tax expense

The components of the income tax expense for the years ended 31 December 2025 and 2024 were as follows:

2025

2024

US$’000

Current tax expense:

Current year

Deferred tax expense:

Origination and reversal of temporary diﬀerences

Total income tax expense for the Group

A reconci

liation of the expected tax beneﬁt computed by applying the standard Irish tax rate to the loss before tax to the actual

beneﬁt is as follows:

2025

2024

US$’000

Loss before tax

(4,983)

(5,301)

Irish standard tax rate

12.5%

Taxes at the Irish standard rate

(623)

(662)

Eﬀect of diﬀerent tax rates in foreign jurisdiction

(170)

(832)

Expenses not deductible for tax purposes

857

352

Losses carried forward

(64)

1,142

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

9 Income tax expense

(continued)

Expenses not deductible for tax purposes predominantly relate to the impairment charge taken during the year on exploration

and evaluation assets of US$459,838 (2024: US$1,941,583 ) and the impairment against property, plant and equipment assets

of US$564,734 (2024: US$1,481,099 ).

The following deferred tax assets have not been recognised in the balance sheet as it is currently considered uncertain that

the assets will be realised in the future.

2025

2024

US$’000

Net operating losses

29,826

28,286

The gross amount of unused tax losses carried forward with their expiry dates is as follows:

Ireland

Rest of World

Total

2025

US$’000

One year

Two years

Three years

Four years

Five years

More than ﬁve years

16,781

26,447

79,170

122,398

Total

16,781

26,447

79,170

122,398

Ireland

Rest of World

Total

2024

US$’000

One year

Two years

Three years

Four years

Five years

More than ﬁve years

14,679

26,916

78,051

119,646

Total

14,679

26,916

78,051

119,646

These losses can be carried forward indeﬁnitely but may only be oﬀset against taxable gains or taxable proﬁts earned from

the same trade or trades.

10 Loss per Ordinary Share

The basic loss per Ordinary Share is calculated using a numerator of the loss for the ﬁnancial year and a denominator of the

weighted average number of Ordinary Shares in issue for the ﬁnancial year. The diluted loss per Ordinary Share is calculated

using a numerator of the loss for the ﬁnancial year and a denominator of the weighted average number of Ordinary Shares

outstanding and adjusting for the eﬀect of all potentially dilutive shares, including share options and share warrants, assuming

that they had been converted.

The calculations for the basic loss per share for the years ended 31 December 2025 and 2024 are as follows:

2025

2024

Loss for the ﬁnancial year (US$’000)

(4,983)

(5,301)

Weighted average number of Ordinary Shares (’000)

4,269,034

4,215,473

Basic and diluted loss per Ordinary Share (US cents)

(0.12)

(0.13)

There is no diﬀerence between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the years ended

31 December 2025 and 2024 as all potential Ordinary Shares outstanding are anti-dilutive. There were 203,411,000 (2024:

204,611,000) share options issued which are anti-dilutive as at 31 December 2025.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

11 Exploration and evaluation assets

Group

Tanzania

and Total

US$’000

Cost

At 1 January 2024

104,876

Additions

2,867

Disposals

Employment costs capitalised

At 31 December 2024

107,771

Additions

571

Disposals

Employment costs capitalised

At 31 December 2025

108,361

Provisions for impairment

At 1 January 2024

66,898

Increase in impairment provision

1,941

At 31 December 2024

68,839

Increase in impairment provision

460

At 31 December 2025

69,299

Net book value

At 31 December 2025

39,062

At 31 December 2024

38,932

The Group does not hold any property, plant and equipment within exploration and evaluation assets.

The additions to exploration and evaluation assets during the period relate mainly to own costs capitalised for geological,

geophysical and administrative work, licence maintenance costs and increases in estimates to decommissioning costs, along

with training and licence fees under the respective PSAs.

The amount for exploration and evaluation assets represents active exploration projects. These will ultimately be written oﬀ to

the Income Statement as exploration costs if commercial reserves are not established but are carried forward in the Balance

Sheet whilst the determination process is not yet completed and there are no indications of impairment having regard to the

indicators in IFRS 6.

In accordance with the Group’s accounting policies each CGU is evaluated annually for impairment, with an impairment test

required when a change in facts and circumstances, in particular with regard to the remaining licence terms, likelihood of

renewal, likelihood of further expenditures and ongoing acquired data for each area, result in an indication of impairment.

Ruvuma PSA

The Ruvuma PSA comprised two exploration licences; Mtwara and Lindi.

On 22 October 2020, the Ruvuma Farm-Out was completed and the Group’s wholly owned subsidiary, Ndovu Resources

Limited, transferred a 50% interest in, and operatorship of, the Ruvuma PSA to ARA Petroleum Tanzania Limited (“APT”), a

related party of the Group. The Group now holds a 25% interest in the Ruvuma PSA with a US$35.0 million carry through to

potentially signiﬁcant volumes of production.

In January 2024 a gas sales agreement was signed and the Ntorya Development Licence was granted in May 2024 over blocks

within the Mtwara area. Progress on the Ntorya Development during the year included the award by the TPDC of the Engineering,

Procurement and Construction contract for the main pipeline to connect Ntorya to the Madimba Gas Processing Plant (with

the pipe being delivered in January 2026) and commencement of civil works for the pipeline route, well sites, access roads and

associated infrastructure. In addition, rig tenders were evaluated for drilling of Chikumbi-1 well and workover of Ntorya-1 and an

updated Field Development Plan was submitted, incorporating the extensive results of the 3D seismic campaign. Further work

includes completion and commissioning of the pipeline, testing and hook-up of Ntorya-2, drilling and completion of Chikumbi-1

and workover of Ntorya-1. Completion and commissioning of the pipeline is forecast for no later than September 2026.

The Farm-Out secured funding for the next phase of development for the Ruvuma PSA CGU, for which the Group will be carried

for its share up to US$35.0 million, equivalent to US$140.0 million gross ﬁeld expenditure. The Carry balance as at 31 December

2025 was US$28.4 million. There is a clear development plan for the asset outlined by the operator, APT, with the support of the

JV partners. Management consider that there continues to be no impairment indicators in respect of the Mtwara Licence costs.

The Lindi Licence costs, totaling US$10.41 million, remain fully impaired.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

11 Exploration and evaluation assets

(continued)

Nyuni Area PSA

Aminex fully provided for the Nyuni Area PSA exploration asset in 2018 following conﬁrmation from the Tanzanian authorities

that the Nyuni Licence period ended in October 2019, coupled with the communication from the Tanzania Ministry of Energy

to withhold all work on the licence, pending a review of the Nyuni Area PSA. The Company was unable to progress the work

programme and, therefore, the Directors concluded that the carrying cost of the Nyuni asset should be fully impaired. In

April 2022 the Group commenced the process to hand back the licence to the Ministry. Subsequently, it was agreed with

the Tanzanian authorities that we will continue our attempts to attract industry partners to participate in the licence. In 2024

a programme was submitted to TPDC proposing a much reduced work programme to continue exploration activity on the

PSA. Positive discussions have continued throughout 2025, whilst it is recognised that any future programme is contingent

on the receipt of gas revenues from Ntorya and the introduction of a partner. The likely outcome of these attempts however

remains uncertain and consequently the Directors maintained their position of a full impairment over the Nyuni Area PSA CGU.

Additions of US$0.46 million during the year were capitalised and then immediately impaired to the Income Statement as

impairment against exploration and evaluation assets.

Kiliwani South

The Kiliwani South CGU, located within the Kiliwani North Development Licence acreage, was previously identiﬁed as a potential

lead. The Kiliwani South prospect was estimated by management to contain a mean 57 BCF un-risked GIIP and the prospect

was reviewed by RPS in their February 2018 CPR.

During 2021, the Group proposed no work programme and allocated no budget towards the future development of the Kiliwani

South CGU. This was due to no agreement reached with the Ministry of Energy on the work commitments over the Nyuni Area

PSA and the delay to agreeing commercial terms on the Kiliwani North Development Licence. The Group previously considered

any future drilling on the Licence would be dependent upon improved seismic resolution of the target structures that would

result from the acquisition and interpretation of a 3D seismic survey, which would only be economic if conducted over both the

KNDL and immediately adjacent areas within the Nyuni Area PSA. In line with the requirements of IFRS 6 this is an indicator

of impairment. The Directors concluded in 2021 that the carrying value of the Kiliwani South asset should be fully impaired.

Although a budget has been approved for 2026, this is for licence maintenance and support only, and the Directors conclude

that full impairment should continue in 2025. Therefore any additions during the year would have been capitalised and then

immediately impaired to the income statement as impairment against exploration and evaluation assets, however there were

no additions in 2025. Any reversal of the impairment would be dependent on an established development programme for the

area, including a seismic and drilling programme where an assessment of the carrying value of the CGU would be reviewed.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

12 Property, plant and equipment

Group

Producing

assets -

Other

Tanzania

assets

Total

US$’000

Cost

At 1 January 2024

8,453

8,541

Additions in the year

1,481

Disposed of during the year

(15)

Exchange rate adjustment

(2)

At 31 December 2024

9,934

10,005

Additions in the year

565

569

Disposed of during the year

Exchange rate adjustment

At 31 December 2025

10,499

10,579

Depreciation

At 1 January 2024

8,453

8,537

Charge for the year

Disposed of during the year

(15)

Impairment

1,481

Exchange rate adjustment

(1)

At 31 December 2024

9,934

10,004

Charge for the year

Disposed of during the year

Impairment

565

Exchange rate adjustment

At 31 December 2025

10,499

10,576

Net book value

At 31 December 2025

At 31 December 2024

Development property - Kiliwani North Development Licence

Following the award of the Kiliwani North Development Licence by the Tanzanian Government in April 2011, the carrying cost

relating to the development licence was reclassiﬁed as a development asset under property, plant and equipment, in line with

accounting standards and the Group’s accounting policies. Production from the Kiliwani North-1 (“KN-1”) well commenced on

4 April 2016 and depletion was calculated with reference to the remaining reserves of 1.94 BCF, which were ascribed to the

ﬁeld as at 1 January 2018 in an independent reserves and resources report prepared by RPS in February 2018. The report also

identiﬁed a contingent resource of 30.8 BCF in addition to the reserves. The well has produced approximately 6.4 BCF of gas

to date. However, production from the KN-1 well in 2018 was intermittent and there has been no commercial production from

the well since March 2018.

During 2021, although the Group and TPDC reached agreement on the settlement of past outstanding gas sales and related

amounts due to the TPDC, certain rights were reserved by both parties over areas that remain unresolved related to commercial

terms over production from the area (see Note 25). Any development of the Kiliwani North Development Licence requires

prior agreement on commercial terms. During 2021, the KN-1 well remained idle, no progress was made with the TPDC on

remediation of the well as discussions continued to focus on commercial terms over the Licence, and the Group proposed no

work programme and allocated no budget over the KNDL for 2022. The Directors concluded in 2021 that these all indicated

the asset was impaired.

In accordance with IAS 36, the Group conducted an impairment test as at 31 December 2021 on a value-in-use basis. The

CGU for the purpose of impairment testing is the KN-1 well. The Company uses a ﬁnancial model of the forecast discounted

cash ﬂow to calculate the asset’s value-in-use. However, as key judgements for the 2021 impairment test concluded no

production (see Note 1), the value-in-use calculation was US$nil. Consequently, the Directors concluded that the Kiliwani North

CGU was fully impaired and an impairment of US$872,000 was recognised. These conditions and assessments continued in

2025 and therefore additions incurred during the year of US$0.57 million (including accrued decommissioning provision costs)

were capitalised and immediately impaired.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

13 Interests in joint operations

Exploration, evaluation, appraisal and development activities are conducted through joint arrangements governed by joint

operating agreements and production sharing agreements. A joint operation is a joint arrangement whereby the parties have

joint control to the assets, and obligations for the liabilities, relating to the arrangement. Signiﬁcant joint operations of the

Group are those with the most signiﬁcant contributions to the Group’s net proﬁt or net assets. The Group’s interest in the joint

operations’ results are listed in the table below:

Group interest

Signiﬁcant joint operations

Country of operation

Principal activity

2025

2024

Ruvuma PSA (1)

Tanzania

Exploration and evaluation

25%

Nyuni Area PSA (2)

Tanzania

Exploration and evaluation

100%

Kiliwani North Development Licence (3)

Tanzania

Development and production

63.83%

(1)

The Group’s participating interest in the Ruvuma PSA reduced to 25% following the completion of the Farm-Out in October 2020.

(2)

This contractual arrangement is controlled by the Group and does not meet the deﬁnition of joint operations. However, as it is formed by a contractual

arrangement and is not an entity, the Group recognises its share of assets and liabilities arising from this arrangement.

(3)

While the Group holds a greater than 50 per cent interest in these joint operations, all participants in these joint operations approve the operating and capital

budgets and therefore the Group has joint control over the relevant activities of these arrangements.

14 Investments in subsidiary undertakings

Company

US$’000

At 1 January 2024

7,198

Additions

At 31 December 2024

7,289

Additions

At 31 December 2025

7,330

Provisions for impairment

At 1 January 2024

1,086

Increase in provision

855

At 31 December 2024

1,941

Increase in provision

At 31 December 2025

1,982

Net book value

At 31 December 2025

5,348

At 31 December 2024

5,348

The Company’s investment in subsidiaries increased from 2024 due to the share based payment charge for the period of

US$41,000 (2024: US$91,000 increase). The Company reviewed the recoverability scenarios for its investment in subsidiaries

and recognised an increase in the provision of US$0.04 million (2024: US$0.86 million) (see Note 15 for details of recoverability

scenarios). After taking into account the provision shown above, the Directors believe the carrying value of these investments

to be fully recoverable.

Subsidiary undertakings

As at 31 December 2025 the Company had the following subsidiary undertakings, in which the Company directly or indirectly

held ordinary shares:

Principal

Proportion held

Country of

Activity

by Company

by Subsidiary

Incorporation

Oil and Gas Exploration, Development and Production

Aminex Petroleum Services Limited (1)

Service company

100%

Amossco Holdings Limited (1)

Dormant

100%

Amossco Limited (1)

Dormant

100%

Amossco ODS Limited (1)

Dormant

100%

Halyard Oﬀshore Limited (1)

Dormant

100%

Tanzoil N.L. (2)

Holding Company

100%

Australia

Ndovu Resources Limited (3)

Operating Company

100%

Tanzania

Osceola Hydrocarbons PLC (4)

Dormant

100%

Ireland

Osceola Oil and Gas Limited (5)

Dormant

100%

Registered oﬃces

1. 20-22 Wenlock Road, London, N1 7GU.

2. 6 Ling Court, Atwell, WA 6164, Australia.

3. 368 Msasani Road, Oysterbay 14111, 2nd Floor Mikumi House, Dar es Salaam, Tanzania.

4. Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, D18 R9C7, Ireland.

5. The Soloist Building, 1 Lanyon Place, Belfast BT1 3LP, Northern Ireland.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

15 Amounts due from subsidiary undertakings

Company

US$’000

Cost

At 1 January 2024

143,590

Advances to subsidiary undertakings

1,124

Repayments from subsidiary undertakings

At 1 January 2025

144,714

Advances to subsidiary undertakings

1,898

Repayments from subsidiary undertakings

At 31 December 2025

146,612

Provisions for impairment

At 1 January 2024

47,444

Decrease in provision

(6,782)

At 1 January 2025

40,662

Increase in provision

1,045

At 31 December 2025

41,707

Net book value

At 31 December 2025

104,905

At 31 December 2024

104,052

2025

2024

US$’000

Included in non-current assets

104,135

103,410

Included in current assets

770

642

At 31 December

104,905

104,052

Included in current assets are loans provided to subsidiary undertakings which are interest-free and repayable on demand. Included

in non-current assets is US$104.13 million (2024: US$103.41 million) which represents loans provided to subsidiary undertakings

which are interest free and repayable on demand. The Directors do not expect to call for repayment of these loans in the foreseeable

future. The loans are expected to be repaid by future revenues generated from the Group’s assets in Tanzania. As further progress

was made during the year on the Ruvuma PSA, in line with expectations, there was considered to be no change in the credit risk.

In line with the requirements of IFRS 9, the Company calculated an expected credit loss equivalent to the lifetime expected credit

losses. The Company reviewed the recoverability scenarios of each loan to subsidiaries.

Key sources of estimation uncertainty

The following scenarios and their probabilities were considered for the recovery of the intercompany loan receivables: the success

of the development of the Ntorya Location on the Ntorya Development Licence, value of the potential reserves, project risks and the

ability to achieve certain production levels. Cashﬂow generation models, developed by the Company with the assistance of external

consultants, were used to support valuations, and showed only marginal changes to cashﬂows.

The probability of a successful development scenario remained at 90% this year and changes to assumptions behind the scenarios

were minor. These factors resulted in only a small increase in the provision of US$1.05 million (2024: US$6.78 million impairment

decrease) against these loans.

The assumptions underlying the cashﬂow generation models were stressed in consideration of the overall cashﬂow anticipated to

be generated from the successful development of the Nytora Location. If the discount rate utilised in the model increased by 2%

the impact would result in a reduction of the net present value of the projected cashﬂows of US$27 million; further considered was

the reduction in anticipated production whereby if overall anticipated production were reduced by 20% the impact would result in

a reduction in the net present value of the projected cashﬂows of US$37 million.

Due to the large forecast cash generation, neither a 10% reduction in the cashﬂows from the successful development scenario

nor a 1% decrease (from 90% to 89%) in the probability of the successful development scenarios would cause any change in the

impairment reduction. The Company applies no discounting to the expected credit loss calculation as the eﬀective interest rate

is considered to be 0% because the loans are interest free and payable on demand. After taking into account the changes in the

provisions shown above, the Directors believe the carrying value of these loans to be fully recoverable.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

16 Trade and other receivables

Group

Company

2025

2024

2025

2024

US$’000

Current

Trade receivables

Amounts due from partners in joint operations

1,028

1,111

VAT recoverable

Other receivables

230

223

Prepayments

1,449

1,479

Expected credit loss

1,449

1,479

Trade receivables are interest bearing and are on terms of 30 days.

No impairment charge or credit was recognised in 2025 or 2024. In accordance with IFRS 9 the Company notes no material

expected credit losses as at 31 December 2025.

17 Cash and cash equivalents

Group

Company

2025

2024

2025

2024

US$’000

Cash and cash equivalents

3,414

1,127

3,057

648

All cash and cash equivalents represent cash held in current accounts with banks. Included in cash and cash equivalents

is an amount of US$622,000 (2024: US$869,000) held on behalf of partners in joint operations.

18 Trade and other payables

Group

Company

2025

2024

2025

2024

US$’000

Current

Trade payables

192

120

Amounts due to partners in joint operations

1,306

1,553

Withholding tax payable

778

1,011

VAT payable and excise duty

189

272

Capital gains tax payable

327

Other payables

1,546

1,450

Short-term borrowings

376

Accruals

3,378

3,083

7,716

8,192

427

The decrease in payables during the year is mainly due to conversion of the funding from Eclipse Investments LLC to equity

as part of the October share placement (see Note 28), payments of US$0.23 million of withholding taxes and a reduction in

amounts due to partners in joint operations. Tax provisions, included in other payables, increased by US$0.09 million. Amounts

due to partners in joint operations, VAT payable and Other payables include amounts arising on gas sales.

The Directors consider that the carrying amounts of trade payables approximate their fair value.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

19 Provisions – decommissioning

Group

US$’000

At 1 January 2024

1,821

Increase in decommissioning provision

3,759

Discount unwound in the year (Note 8)

152

At 1 January 2025

5,732

Increase in decommissioning provision

454

Discount unwound in the year (Note 8)

388

At 31 December 2025

6,574

2025

2024

US$’000

Non-current

6,574

5,732

Total decommissioning provision

6,574

5,732

Decommissioning costs are expected to be incurred over the remaining lives of the wells, which are estimated to end

between 2032 and 2049 with any associated decommissioning arising greater than one year from December 2025. The

provision for decommissioning is reviewed annually and at 31 December 2025 and 2024 relates to wells in Tanzania. The

basis for determining the best estimate for decommissioning costs is detailed in Note 1. A third-party expert prepared a

Decommissioning Cost Report providing cost estimates as at 31 December 2024 for what they considered to be the most

likely scenario for plugging and abandoning each well to be decommissioned. Management reviewed these costs and

determined that they were appropriate for use in the calculation of the 31 December 2024 decommissioning provision. As

a result, the provision increased in 2024 by US$3.76 million. Management consider that these costs, adjusted for a year’s

inﬂation, remain appropriate for use for the year-end 2025 calculation. Signiﬁcant uncertainty remains over the condition of

the wells and abandonment requirements until the programme is both agreed with the Tanzanian authorities and imminent.

Prices are inﬂated to future costs at a rate of 2.9% per annum (2024: 2.9%) and discounted at 6.3% per annum (2024: 6.8%),

reﬂecting the associated risk proﬁle. If the discount rate were changed by 1% the value of the provisions could change by

US$0.66 million. A 20% increase in the cost estimates would result in a US$1.31 million increase in the decommissioning

provision.

20 Derivative Financial Liability

During the year, the Company granted 249,334,020 share warrants to participants in the October 2025 share placement,

at a price of Stg. 2.50p. The fair value of the warrants at the time of grant was calculated using the Black Scholes model. In

accordance with IFRS 9, the fair value was remeasured at 31 December. The amount of the liability and the Black Scholes

model inputs and calculated fair value are shown below.

6 October 2025

31 December 2025

Liability amount

US$ 1.93 million

US$ 1.56 million

Fair value per warrant

0.772 US cents

0.624 US cents

Number of warrants

249,334,020

Contractual life

2 years

1.75 years

Exercise price

Stg. 2.50p

Expected volatility

72%

71%

Vesting conditions

immediate

Expected dividend yield

nil

Risk-free rate

4.2%

The accounting treatment of the initial recognition of the liability was a charge in the Income Statement

of US$1.93 million. The

movement in the liability at 31 December 2025 of US$0.37 million reduced the overall charge for the year to US$1.56 million.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

General objectives, policies and procedures

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst

retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the

eﬀective implementation of the objectives and policies to executive management. The Board receives regular reports at board

meetings through which it reviews the eﬀectiveness of the processes put in place and the appropriateness of the objectives

and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly aﬀecting the

Group’s competitiveness and ﬂexibility. Further details regarding these policies are set out below.

Group

The Group is exposed through its operations to the following ﬁnancial risks:

Liquidity and interest rate risk

Commodity price risk

Foreign currency risk

Credit risk

In common with all other businesses, the Group is exposed to risks that arise from its use of ﬁnancial instruments. This note

describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.

Further quantitative information in respect of these risks is presented throughout these ﬁnancial statements.

The Group may from time to time enter into derivative transactions to minimise its exposure to interest rate ﬂuctuations, foreign

currency exchange rates and movements in oil and gas prices. There were no such derivatives held at 31 December 2025 or

31 December 2024.

There have been no substantive changes in the Group’s exposure to ﬁnancial instrument risks, its objectives, policies and

processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in

this note.

The principal ﬁnancial instruments used by the Group, from which ﬁnancial instrument risk arises, comprise:

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Derivative ﬁnancial liability (share warrants)

Policies for managing these risks are summarised as follows:

a) Liquidity/interest rate risk

The Group closely monitors and manages its liquidity risk using both short and long-term cash ﬂow projections. Cash forecasts

are regularly produced, and sensitivities run for diﬀerent scenarios including, but not limited to, changes in cost schedules.

The Group ﬁnances its operations through a mixture of shareholders’ funds, loans and borrowings and working capital. Board

approval is required for all new borrowing facilities.

b) Commodity risk

The Group’s activities expose it primarily to the ﬁnancial risks of changes in gas commodity prices. The Group monitors and

manages this risk where considered appropriate through the use of ﬁxed price gas sales contracts.

The requirement for hedging instruments is kept under ongoing review. During the year, the Group did not enter into any

hedging transactions.

c) Foreign currency risk

The Group reports in US dollars, representing the currency of the primary economic environment in which the Group operates.

The Group conducts and manages its business predominantly in US dollars, the operating currency of the industry in which

it participates. The Group also routinely purchases on the spot market the currencies of the countries in which it operates,

including Euros in Ireland, Pounds Sterling in the UK and Shillings in Tanzania. From time to time certain transactions are

undertaken denominated in other currencies. The risk is managed wherever possible by holding currency in US dollars and

other internationally recognised fungible currencies, converted into less stable currencies as and when the need arises.

d) Credit risk

Credit risk to customers and to jointly operated activities arises on the outstanding receivables and outstanding cash calls due,

as well as cash and cash equivalents, deposits with banks and outstanding production payments.

The carrying value of the Group’s various ﬁnancial assets, as presented within the fair value table set out on page 68, represents

the Group’s maximum credit risk exposure.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

(continued)

Fair value

The accounting classiﬁcation for each class of the Group’s ﬁnancial assets and ﬁnancial liabilities, together with their associated

fair values, is set out below.

Loans and

Derivative

Total

receivables at

Liabilities at

ﬁnancial liability

carrying

mortised cost

amortised cost

at fair value

amount

2025

US$’000

Other ﬁnancial assets and ﬁnancial liabilities

Current trade and other receivables

1,320

Cash and cash equivalents

3,414

Trade payables

(192)

Amounts due to partners in joint operations

(1,306)

Other payables and accruals

(4,924)

Share warrants

(1,556)

Loans and

Derivative

Total

receivables at

Liabilities at

ﬁnancial liability

carrying

amortised cost

at fair value

amount

2024

US$’000

Other ﬁnancial assets and ﬁnancial liabilities

Current trade and other receivables

1,393

Cash and cash equivalents

1,127

Trade payables

(120)

Amounts due to partners in joint operations

(1,553)

Other payables and accruals

(4,909)

Share warrants

Estimation of fair values

The Group uses the following hierarchy for determining and disclosing the fair value of ﬁnancial instruments by valuation technique:

Level 1:

quoted prices (unadjusted) in active markets for identical assets;

Level 2:

other techniques for which all inputs that have a signiﬁcant eﬀect on the recorded fair value are observable either

directly or indirectly; or

Level 3:

techniques which use inputs that are not based on observable market data.

Set out below are the major methods and assumptions used in estimating the fair values of the ﬁnancial assets and liabilities

set out in the table above.

Share Warrants

Share warrants were issued in 2025. There were none in existence prior to 2025. They have a contractual life of two years from

6 October 2025 with an exercise price of Stg 2.50p and are carried at fair value calculated using the Black Scholes model (see

Note 20).

Amounts due from/(to) partners in joint operations

The amounts receivable from/payable to partners in joint operations are expected to be settled within less than six months and

so the carrying value is deemed to reﬂect fair value.

Trade and other receivables/payables

For the receivables and payables with a remaining maturity of less than six months or demand balances, the contractual

amount payable less impairment provisions, where necessary, is deemed to reﬂect fair value.

Cash and cash equivalents including short-term deposits

For short-term deposits and cash and cash equivalents, all of which have a remaining maturity of less than three months, the

nominal value is deemed to reﬂect the fair value.

Risk exposures

The Group’s operations expose it to various ﬁnancial risks that include credit risk, liquidity risk and market risk. The Group has a

risk management programme in place which seeks to limit the impact of these risks on the ﬁnancial performance of the Group

and it is the Group’s policy to manage these risks in a non-speculative manner.

This note presents information about the Group’s exposure to each of the above risks, and the Group’s objectives, policies and

processes for measuring and managing the risk.

Trade and other receivables

The Group’s exposure to credit risk is inﬂuenced by the individual characteristics of each customer. For trade receivables, credit

checks are performed on new customers and appropriate payment terms are agreed with customers. There is a concentration

of credit risk by dependence on the TPDC for revenues from gas sales. Trade receivables are monitored by review of the aged

debtor reports.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

(continued)

Trade and other receivables (continued)

The maximum gross exposure to credit risk for trade and other receivables arising from the Group as operator at the balance

sheet date by geographic region was as follows:

2025

2024

US$’000

Rest of World

Tanzania

Total

In 2025, trade receivables were US$0.07 million (2024: US$0.06 million).

Amounts due from partners in joint operations

The Group assesses the creditworthiness of potential parties before entering into agreements with them and continues to

monitor their creditworthiness. The aggregate of the amount due from partners in joint operations is considered to be current

and receivable with no provisions required.

Cash and short-term deposits

Cash and short-term deposits are invested mainly through the Group’s bankers and short-term deposits are treasury

deposits of less than one month. The majority of the Group’s funds are held with Bank of Ireland which has a Long-Term

credit rating of BBB with Standard and Poor’s.

Liquidity risk

Liquidity risk is the risk whether the Group will be able to meet its ﬁnancial obligations as they fall due. The Group manages liquidity

risk by monitoring rolling forecasts of expected cash ﬂows against actual cash ﬂows. The table below shows the contractual

maturities of the ﬁnancial liabilities including estimated interest payments and excluding the impact of netting agreements.

Carrying

Contractual

6-12

1-2

2-5

More than

amount

cashﬂows

months

years

5 years

2025

US$’000

Trade payables

192

Amounts due to partners in joint operations

1,306

Other payables

1,546

Accruals

3,378

Derivative ﬁnancial liability

1,556

7,978

Carrying

Contractual

6-12

1-2

2-5

More than

amount

cashﬂows

months

years

5 years

2024

US$’000

Trade payables

120

Amounts due to partners in joint operations

1,553

Other payables

1,826

Accruals

3,082

Derivative ﬁnancial liability

6,581

Market risk

Market risk is the risk of changes in the market prices and indices which will aﬀect the Group’s income or the value of its

holdings of ﬁnancial instruments. The Group has three principal types of market risk, being commodity prices, foreign currency

exchange rates and interest rates.

Commodity price risk.

The requirement for hedging instruments is kept under ongoing review. During the year, the Group did

not enter into any commodity hedging transactions.

Foreign currency risk.

The Group reports in US dollars, which is the currency of a large proportion of its trading income. The

risk is managed wherever possible by matching foreign currency income and expenditures.

Interest rate risk.

The Group’s exposure to interest rate risk arises from cash and cash equivalents.

The Group’s exposure to transactional foreign currency risk, for amounts included in trade and other receivables, cash and

cash equivalents, trade and other payables and derivative ﬁnancial liabilities (as shown on the balance sheet), is shown below.

Included within foreign currency exposure is a Sterling denominated derivative ﬁnancial liability relating to share warrants. This

does not give rise to transactional cash ﬂows but is remeasured at fair value through proﬁt or loss.

Sterling

Euro

US dollars

Sterling

Euro

US dollars

2025

2024

US$’000

Cash and cash equivalents

3,055

273

Trade payables

Derivative ﬁnancial liability

1,556

4,657

311

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

(continued)

Sensitivity analysis

A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding ﬁnancial

assets and liabilities at 31 December 2025 (2024: 15%), would have the following impact on the income statement. This analysis

assumes that all other variables, in particular interest rates, remain constant.

15% increase

15% decrease

15% increase

15% decrease

2025

2024

US$’000

Cash and cash equivalents

472

(472)

(45)

Trade payables

(8)

(6)

Derivative ﬁnancial liability

233

(233)

697

(697)

(39)

Tax impact

After tax

697

(697)

(39)

The Group ﬁnances its operations through a mixture of shareholders’ funds, loans and borrowings and working capital. Board

approval is required for all new borrowing facilities. The Group had a US dollar denominated funding facility with Eclipse

Investments LLC (“Eclipse”) (see Note 28) in 2024 which was converted to equity as part of the October 2025 share issue.

There are no bank borrowings or overdraft facilities at year end. The Group’s liquid resources were held in current accounts at

the year end.

The interest rate proﬁle of the Group’s interest-bearing ﬁnancial instruments at 31 December 2025 was as follows:

Fixed rate

Floating rate

Total

Fixed rate

Floating rate

Total

2025

2024

US$’000

Cash and cash equivalents

3,414

1,127

Loan facility

(376)

3,414

751

Cash ﬂow sensitivity analysis

An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following

eﬀect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.

100 bps increase

25 bps decrease

100 bps increase

25 bps decrease

proﬁt

2025

2024

US$’000

Cash and cash equivalents

(9)

(3)

Funding facility

Tax impact

After tax

(9)

(3)

Company

The Company’s approach to the management of ﬁnancial risk is as set out under the Group disclosures above.

The accounting classiﬁcation for each class of the Company’s ﬁnancial assets and ﬁnancial liabilities, together with their fair

values, is as follows:

Cash, Loans and

Liabilities at

Derivative ﬁnancial

Total carrying

receivables

amortised cost

liability at fair value

amount

2025

US$’000

Other ﬁnancial assets and ﬁnancial liabilities

Amounts due from subsidiary undertakings

104,776

Cash and cash equivalents

3,063

Trade and other payables

(4)

Accruals

(58)

Derivative ﬁnancial liability

(1,556)

Cash, Loans and

Liabilities at

Derivative ﬁnancial

Total carrying

receivables

amortised cost

liability at fair value

amount

2024

US$’000

Other ﬁnancial assets and ﬁnancial liabilities

Amounts due from subsidiary undertakings

104,052

Cash and cash equivalents

654

Trade and other payables

(379)

Accruals

(48)

Derivative ﬁnancial liability

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

(continued)

Estimation of fair values

Amounts due from subsidiary companies

The amounts due from subsidiary companies are technically repayable on demand and so the carrying value is deemed to reﬂect

fair value.

The estimation of other fair values is the same, where appropriate, as for the Group as set out above.

Risk exposures

The Company’s operations expose it to the risks as set out for the Group above.

This note presents information about the Company’s exposure to credit risk, liquidity risk and market risk, and the Company’s

objectives, policies and processes for measuring and managing risk. Unless stated, the policy and process for measuring risk

in the Company is the same as outlined for the Group above.

Credit risk

The carrying value of ﬁnancial assets, net of impairment provisions, represents the Company’s maximum exposure at the balance

sheet date.

At the balance sheet date, there was deemed to be no change in credit risk related to the loans due from subsidiary undertakings

as a result of progress made on the Ruvuma PSA during 2025 being in line with expectations. The loans are expected to be

recovered from future revenues generated by the Group’s assets in Tanzania. Consequently, a lifetime expected credit loss was

calculated and a small increase in the provision of US$1.17 million was recognised against the carrying value of the loans due

from subsidiary undertakings (2024: US$6.78 million impairment decrease) (see Note 15). Arriving at the expected credit loss

allowance involved considering diﬀerent scenarios for the recovery of the intercompany loan receivables, the possible credit

losses that could arise and the probabilities of those scenarios. The following scenarios and their probabilities were considered

for the recovery of the intercompany loan receivables: the success of the development of the Ntorya Location on the Ntorya

Development Licence, value of the potential reserves, project risks, the ability to achieve certain production levels. Cashﬂow

generation models, developed by the Company with the assistance of external consultants, were used to support valuations.

Details of the Ruvuma PSA in relation to the Group’s exploration and evaluation assets are discussed in Note 11.

The Directors are satisﬁed that no further change to impairment is considered to have occurred.

Liquidity risk

The liquidity risk for the Company is similar to that for the Group as set out above. Contractual cash ﬂows on trade payables,

amounting to US$3,000 (2024: US$3,000), fall due within six months of the balance sheet date.

The Directors have given careful consideration to the Company’s and the Group’s ability to continue as a going concern (see

Note 1).

Market risk

The market risk for the Company is similar to that for the Group as set out above.

The Company’s exposure to transactional foreign currency risk is shown below. Included within foreign currency exposure is a

Sterling denominated derivative ﬁnancial liability relating to share warrants. This does not give rise to transactional cash ﬂows

but is remeasured at fair value through proﬁt or loss.

2025

2024

Sterling

Euro

Sterling

Euro

US$’000

Trade and other payables

Derivative ﬁnancial liability

1,556

1,590

Sensitivity analysis

A 15% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding ﬁnancial

assets and liabilities at 31 December 2025 (2024: 15%), would have the following impact on the Company’s income statement.

This analysis assumes that all other variables, in particular interest rates, remain constant.

15% increase

15% decrease

15% increase

15% decrease

2025

2024

US$’000

Cash and cash equivalents

458

(458)

(41)

Trade payables

(6)

(5)

Derivative ﬁnancial liability

233

(233)

685

(685)

(36)

Tax impact

After tax

685

(685)

(36)

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

21 Financial instruments and risk management

(continued)

The interest rate risk of the Company is similar to that of the Group as set out above. The interest rate proﬁle of the Company’s

interest-bearing ﬁnancial instruments at 31 December 2024 was as follows:

Fixed rate

Floating rate

Total

Fixed rate

Floating rate

Total

2025

2024

US$’000

Cash and cash equivalents

3,063

654

Funding facility

(376)

3,063

278

ash ﬂow sensitivity analysis

An increase of 100 basis points or decrease of 25 basis points in interest rates at the reporting date would have had the following

eﬀect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant.

100 bps

25 bps

100 bps

25 bps

increase

decrease

increase

decrease

proﬁt

2025

2024

US$’000

Cash and cash equivalents

(8)

(2)

Tax impact

After tax

(8)

(2)

22 Issued capital

Authorised

Number

€

Ordinary Shares of €0.001 each:

5,000,000,000

5,000,000

Deferred shares of €0.059 each:

1,000,000,000

59,000,000

At 1 January and 31 December 2025

6,000,000,000

64,000,000

Allotted, called up and fully paid

Number

€

US$

Ordinary Shares of €0.001 each:

4,219,167,024

4,219,167

5,167,799

Deferred shares of €0.059 each:

818,658,421

48,300,847

64,535,665

At 31 December 2024

5,037,825,445

52,520,014

69,703,464

Allotted, called up and fully paid

Number

€

US$

Ordinary Shares of €0.001 each:

4,468,501,044

4,468,501

5,460,514

Deferred shares of €0.059 each:

818,658,421

48,300,847

64,535,665

At 31 December 2025

5,287,159,465

52,769,348

69,996,179

Comprised of:

Ordinary Shares of €0.001

4,468,501,044

Deferred shares of €0.059

818,658,421

5,287,159,465

No voting rights are attached to the deferred shares.

The rights attaching to each class of shares are set out in Additional Information for Shareholders on page 18.

The increase in Ordinary Shares of 249,334,020 is a result of the October share placement. This comprises 177,272,727

Ordinary Shares issued for cash and 72,061,293 Ordinary Shares issued to Eclipse Investments LLC upon conversion of the

balance of amounts due under the funding facility (see Note 28). At the same time, as part of the placement, warrants for

249,334,020 Ordinary Shares were issued on a one-for-one basis, exerciseable within 24 months of the date of issue, at a price

of Stg. 2.50 pence (see Note 20).

23 Share option reserve

The share option reserve represents the fair value of share options issued to Directors and employees.

During 2025, the Company did not award any options to staﬀ (2024: 9,000,000 awarded to staﬀ). The fair value of options

granted in the year was therefore US$nil (2024: US$82,000).

During the year US$41,000 was expensed, relating to options

issued in previous years. During the year, there was a transfer between the share option reserve and retained deﬁcit of US$8,000

(2024: US$155,000) relating to 1,200,000 options which expired (2024: 20,000,000 options) with a fair value of US$8,000 (2024:

US$155,000). Further details regarding the issuance and expiry of share options are set out in Note 5.

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

24 Proﬁt for the ﬁnancial year

The Company Financial Statements have been prepared and approved by the Directors in accordance with EU IFRS and as

applied in accordance with the Companies Act, 2014, which permit a company that publishes its company and group ﬁnancial

statements together, to take advantage of the exemption in Section 304 of the Companies Act 2014 from presenting to its

members its Company income statement and related notes that form part of the approved Company ﬁnancial statements.

Of the consolidated proﬁt after taxation, a loss of US$3.32 million (2024: US$5.38 million proﬁt) is dealt with in the Company

income statement of Aminex PLC.

25 Commitments, guarantees and contingent liabilities

Commitments exploration activity

In accordance with the relevant PSAs, Aminex has a commitment to contribute its share of the following outstanding work

programmes:

(a) 700 kilometres of 3D seismic over the deep-water sector of the licence, and the drilling of four wells, on the continental shelf

or in the deep-water, by October 2019. The Group commenced discussions in 2022 with the Tanzanian authorities to hand

back the Nyuni Area licence which resulted in Aminex being requested to market the licence in 2023 in an attempt to ﬁnd a

third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. It is acknowledged that only

part of the seismic acquisition commitment and none of the drilling commitment under the licence has been undertaken.

(b) The Ruvuma PSA, Tanzania, originally comprised two licences, one being the Mtwara Exploration Licence (“Exploration

Licence”). In May 2024, the Ministry of Energy in Tanzania granted a 25-year development licence (“Development Licence”)

over the Ntorya gas discovery area to the Ruvuma joint venture. The Development Licence divides the Exploration Licence

area into nine blocks: ﬁve blocks containing the Ntorya discovery and four blocks labelled as “adjoining blocks”. Pursuant

to the Development Licence, the Ruvuma joint venture parties are required to (a) drill the Chikumbi-1 well (carried over

as an outstanding obligation from the Exploration Licence) and (b) undertake the following work programme over the

four adjoining blocks to the discovery area: geological, geophysical and geochemical studies; drill one exploration well

within ﬁve years of the start of production under the Development Licence; spend a minimum of US$10 million. Further

discoveries in the adjoining blocks will fall under the Development Licence. If such work programme is not carried out over

the adjoining blocks within ﬁve years of commencement of production from Ntorya, such blocks shall be relinquished by

the Ruvuma joint venture parties.

Guarantees and contingent liabilities

(a) Under the terms of the Addendum to the Ruvuma PSA, Ndovu Resources Limited (“NRL”), a subsidiary company of Aminex

PLC, has provided security to the TPDC for up to 15% of the proﬁt share of the Kiliwani North Development Licence to

guarantee the amended four-well drilling commitment under the Ruvuma PSA. For each well drilled the security interest will

be reduced by 3% for the ﬁrst well and 4% thereafter.

(b) The Company guarantees certain liabilities and commitments of subsidiary companies from time to time, including the

commitments of NRL under the Nyuni Area PSA. Management has assessed the possible outcomes of these liabilities and

commitments in accordance with IFRS 9 and no material losses are expected to arise.

US$5.97 million against the Kiliwani North Development Licence with regard to unpaid royalties and amounts due under

proﬁt share arrangements. The agreed amounts claimed were oﬀset as part of the settlement agreement signed in October

2021 between the Group and the TPDC. As part of the settlement agreement, both parties reserved certain rights including

the TPDC reserving its rights in relation to unpaid royalties and proﬁt share arrangements. Aminex has advised the TPDC

that it does not accept the balance of the claims, which TPDC estimates to be US$4.18 million (Aminex’s net share is equal

to US$2.74 million). The Group has received legal advice in country that supports its position, and this has been provided to

the TPDC. The Directors believe these claims are without merit and do not consider it appropriate at this stage to provide

for these claims.

Tanzanian Tax Assessments

On 28 February 2020, following the conclusion of the TRA audit of NRL, the Group’s Tanzanian wholly owned subsidiary, for

taxation years 2013 to 2015, the TRA issued tax assessments in respect of these taxation years. The following material matters

were raised in the assessments:

Principal

Interest

Total

US$’000

Area

Withholding tax

WHT

on payments made to non-residents

242

182

424

for services performed outside of Tanzania

VAT

Output VAT on imported services

191

156

347

Withholding tax

WHT on deemed interest

797

664

1,461

1,230

1,002

2,232

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

25 Commitments, guarantees and contingent liabilities

(continued)

Tanzanian Tax Assessments

(continued)

On 3 June 2022, following the conclusion of the TRA audit of NRL for taxation years 2016 to 2018, the TRA issued tax

assessments in respect of these taxation years. The following material matters were raised in the assessments:

Principal

Interest

Total

US$’000

Area

VAT

VAT on Ruvuma Farm-Out

1,221

233

1,454

Pay As You Earn (PAYE) PAYE on Director’s Fees

137

1,313

278

1,591

On 28 June 2022, following the conclusion of the TRA corporate income tax audit of NRL for taxation years 2016 to 2018, the

TRA issued tax assessments in respect of these taxation years. The following matters were raised in the assessments:

Principal

Interest

Total

US$’000

Area

Corporate tax

Under declaration of revenue for 2016

365

145

510

Corporate tax

Under declaration of revenue for 2017

1,438

394

1,832

Corporate tax

Under declaration of revenue for 2018

772

143

915

2,575

682

3,257

NRL considers all of the above claims to be without technical merit in tax law and with the assistance of in-country tax advisors,

has submitted objections to the TRA assessments. At this stage it is unclear whether NRL will be successful in its objections

and therefore the amount or timing of potential cash outﬂow remains uncertain. Provision has been made for amounts NRL

has ceded or where management determine the likelihood of success through the objection or appeals process is unlikely.

There were no developments on the above claims after 2020 and 2022 respectively until January 2025 when the TRA issued

a demand notice for three of the ﬁve 2020 assessments (including VAT) and all ﬁve of the 2022 non-corporate income tax

assessments (including VAT and PAYE). NRL replied to the demand notice in January reiterating its objections and detailing

correspondence on these matters which still awaited responses from the TRA. A response from the TRA has not yet been

received.

On 20 June 2023, following the conclusion of the TRA corporate income and other taxes audits of NRL for taxation years 2019

and 2020, the TRA issued tax assessments in respect of these taxation years. The corporate income tax assessments covered

disallowance of costs, totaling US$760,000 for the two years, with no amounts due. The following material matters were raised

in the assessments of other taxes (interest was subsequently waived in June 2024):

Principal

Interest

Total

US$’000

Area

Withholding tax

WHT accrued but not paid

1,062

181

1,243

Withholding tax

WHT on foreign services

357

414

VAT

VAT accrued but not paid

358

VAT

VAT accrued but not paid (Gas Sales Agreement)

920

Excise Duty

ED accrued but not paid (Gas Sales Agreement)

297

2,994

238

3,232

The majority of these amounts were already accrued in the accounts of NRL. Objections were ﬁled in July 2023 to some of the

amounts but delays in receiving replies from the TRA led to the TRA rejecting these and eventually imposing an Instalment Plan

(“IP”) for monthly payments from October 2023 to October 2024 for 100% of the assessment amounts. The IP was revised

several times, with total payments of US$1.79 million being paid up to the end of 2025, of which US$0.26 million was paid in

2025.

In addition, NRL is currently formulating its response to the rejection of its ﬁled objections. At this stage it is unclear

whether NRL will be successful in its objections and therefore the amount or timing of potential cash outﬂow remains uncertain.

Provisions made for interest on non-objected amounts were reversed in 2024 when the TRA waived the amounts.

The claims detailed above total US$10.31 million, of which US$2.03 million has been paid or waived and US$2.20 million has

been accrued or provided for. Amounts accrued or provided for are included in Trade and other payables within WHT payable,

VAT payable and excise duty and Other payables. The likelihood of payment by the Group of the remaining balance of US$6.08

million is considered by management and the directors to not be probable due to considerations detailed above.

The information usually required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the

grounds that it can be expected to prejudice seriously the outcome of the tax assessments.

26 Pension arrangements

The Group contributes towards the cost of certain individual employee deﬁned contribution pension plans. Annual contributions

are based upon a percentage of gross annual salary. Pension contributions, which are charged to the Group income statement

as incurred, amounted to US$2,000 for 2025 (2024: US$2,000).

Aminex PLC

annual report 2025

Notes Forming Part of the Financial Statements

for the year ended 31 December 2025

27 Note supporting statement of cash ﬂows

Movement in loans and borrowings:

Group

Company

2025

2024

2025

2024

US$’000

At 1 January

376

Drawdowns

1,125

375

1,125

375

Interest accruing in period

101

Conversion to equity

(1,602)

(I,602)

Interest paid

At 31 December

376

During 2025, a further US$1,125,000 (2024: US$ 375,000) was draw down against the funding facility with Eclipse Investments

LLC, then a signiﬁcant shareholder of Aminex PLC (see Note 28). The loan generated US$101,000 in interest. On 20 October

2025, the total of the Eclipse debt of US$1,602,000 (principal plus interest) was converted into ordinary shares in the Company

share placing at a price of Stg. 1.65p.

28 Related party transactions

The Company entered into the following transactions with its subsidiary companies:

2025

2024

US$’000

Balances at 31 December

Amounts owed by subsidiary undertakings

104,905

104,052

Details of loans advanced to subsidiary undertakings during the year are set out in Note 15.

Remuneration of key management personnel

The remuneration of the Directors, who are the key management personnel of the Group, is set out below. Information about

the remuneration of each Director is shown in the Remuneration Report on pages 31 to 32.

2025

2024

US$’000

Short-term beneﬁts

328

233

Pension contributions

Share-based payments

170

328

403

Aminex Directors’ remuneration fees for 2025 were paid to Sultan Al-Ghaithi of ARA Petroleum LLC and Warren International

Limited, a company connected with Robert Ambrose of ARA Petroleum LLC, of US$47,000 (2024: US$44,000) and US$47,000

(2024: US$44,000) respectively. ARA Petroleum LLC, through its associated companies Eclipse Investments LLC and ARA

Oﬀshore Investment Company Limited (see Note 29), is a signiﬁcant shareholder in Aminex PLC.

During 2025, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$47,000 (2024:

US$44,000) and bonus payment of US$40,000 (2024: US$nil), which were paid to Upstream Solutions Limited, a company

connected with Tom Mackay. There was a US$nil balance outstanding as at 31 December 2025 (2024: US$nil).

During 2025, the Group entered into a related party transaction in respect of Directors’ remuneration fees of US$107,000 (2024:

US$101,000) and bonus payment of US$40,000 (2024: US$nil), which were paid to MB CES Services, a company connected

with Charles Santos. There was a US$nil balance outstanding as at 31 December 2025 (2024: US$nil).

The Group issued an invoice in June 2023 for £46,790 to ARA Petroleum Tanzania Limited, the operator of the Ruvuma

PSA and a subsidiary of ARA Petroleum LLC, which is an associate company of Eclipse Investments LLC and ARA Oﬀshore

Investment Company Limited (see Note 29), a signiﬁcant shareholder in Aminex PLC. The invoice is for reimbursement of costs

related to the handover of the operatorship of the Ruvuma PSA and is shown in trade receivables as at 31 December 2025.

In April 2024, the Company signed a US$3.00 million funding facility with Eclipse Investments LLC, then a signiﬁcant shareholder

of Aminex PLC. During 2025, a further US$1,125,000 (2024: US$ 375,000) was drawn down against the facility, and the loan

generated US$101,000 in interest. On 20 October 2025, the total of the Eclipse debt of US$1,602,000 (principal plus interest)

was converted into ordinary shares in the Company share placing at a price of Stg. 1.65p.

29 Post balance sheet events

On 5 March 2026, Eclipse Investments LLC, a signiﬁcant shareholder in Aminex PLC, transferred its shareholding in the

Company to ARA Oﬀshore Investment Company Limited, pursuant to an intragroup reorganisation of The Zubair Corporation.

30 Approval of ﬁnancial statements

These ﬁnancial statements were approved by the Board of Directors on 27 April 2026.

Aminex PLC

annual report 2025

Registrars

Computershare Investor Services (Ireland) Limited

3100 Lake Drive

City West Business Campus, Dublin 24

Telephone number for Irish shareholders:

01 247 5697

Telephone number for UK shareholders:

00353 1 247 5697

Telephone number for other shareholders:

00353 1 216 3100

Fax:

00353 1 216 3150

e-mail:

web.queries@computershare.ie

Telephone sharedealing

Computershare provides a telephone sharedealing

service for Irish and UK registered shareholders.

For more information please call:

Telephone number for Irish shareholders:

01 447 5435

Telephone number for UK shareholders:

0870 702 0107

Auditors

Baker Tilly Ireland Audit Limited

Dublin

Bankers

Bank of Ireland

Dublin

Solicitors

Pinsent Masons

Dublin

Advisers

Davy Stockbrokers Limited

Dublin

Shard Capital Partners LLP

London

Axis Capital Markets Limited

London

Registrars and Advisers

Glossary of terms used

BCF:

Billions of cubic feet of natural gas

CGU:

Cash Generating Unit

Contingent Resources:

Discovered sub-commercial resources

CPR:

Competent Persons Report

E&E:

Exploration and Evaluation

ECL:

Expected Credit Loss

FDP:

Field Development Plan

FFD:

Full Field Development

G&A:

General and Administrative Cost

GIIP:

Gas initially in place

KNDL:

Kiliwani North Development License

MCF:

Thousands of cubic feet of natural gas

MMcfd:

Millions of standard cubic feet per day of natural gas

Pmean:

The average (mean) probability of occurrence

Prospective Resource:

Undiscovered resources mapped with seismic

PSA:

Production Sharing Agreement

TCF:

Trillions of cubic feet of natural gas

Senior Personnel

Brian Cassidy

General Counsel and Company Secretary

(Consultant)

Brian Cassidy is a Solicitor qualiﬁed in England and Scotland. He has

over 25 years’ experience in the oil and gas industry, during which

time he was based in the UK, Azerbaijan, Singapore, Hong Kong,

China and South Korea. Before moving in-house, he held senior roles

with Ledingham Chalmers LLP, McGrigors LLP and Cliﬀord Chance

LLP. Prior to joining Aminex PLC, he was Head of Legal and Company

Secretary at Bowleven plc.

Nigel Penney

Chief Financial Oﬃcer

Nigel Penney joined Aminex in December 2022. He is a Chartered

Accountant and has worked in the oil and gas and oilﬁeld services

industries for more than 30 years, initially with Mobil. His experience

ranges from start-ups to major international companies and has

covered ﬁnance and accounting activities in many locations, including

the UK, US, Nigeria and Gabon. Prior to Aminex, he was a consultant,

before which he was Chief Financial Oﬃcer of Silverwell Technology

Limited, an oilﬁeld services company.

Principal operating companies

Registered Oﬃce:

Aminex PLC

Paramount Court

Corrig Road

Sandyford Business Park

Dublin 18

D18 R9C7

Ireland

Group Support and Services:

Aminex Petroleum Services Limited

20-22 Wenlock Road

London

N1 7GU

Tanzanian Operations:

Ndovu Resources Limited

PO Box 105589,

368 Msasani Road,

Oysterbay 14111,

2nd Floor Mikumi House,

Dar es Salaam

Tanzania