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REG - Georgina Energy PLC - Audited Final Results for Year Ended 31 Jan 2026

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RNS Number : 2343G  Georgina Energy PLC  29 May 2026

29 May 2026

Georgina Energy plc

 

("Georgina Energy", "Georgina" or the "Company")

 

Audited Final Results for the Year Ended 31 January 2026

 

Georgina Energy plc is pleased to announce the publication of its audited
results for the year ended 31 January 2026 ("FY 2026"). A copy of the full
annual report and accounts can be found on the Company's website at
www.georginaenergy.com (http://www.georginaenergy.com) and a summary is
outlined in the Appendix.

 

Highlights:

-       Approx. 20% increase in resource estimates for Hussar following
re-evaluation

-       Structured off-take funding facility of $25 million with
Harlequin Energy for the drilling of Hussar

-       Resource upgrade of 37% at Mt Winter: BCFG 175.5 Helium, BCFG
160.5 Hydrogen and BCFG 1,300.5 Hydrocarbons

-       Terms agreed to acquire 100% of Mt Winter from Mosman Oil &
Gas; subject to completion

-       Outlook:

o  Hussar:

§ Re-entry drilling of Hussar scheduled for Q3 2026

·      Drilling contract executed with Ensign Australia Pty Ltd on 20
May 2026

·      Long lead items to be ordered

·      Remaing supplier contracts to be agreed

§ Extension of resource area may provide additional future well target sites

o  Mt Winter:

§ Received draft of the Aboriginal Land Rights Act Agreement from Central
Land Council in February 2026, currently under review, following which 100%
acquisition will be approved

§ Following final acquisition, Georgina will submit a Well Management Plan,
HSE safety plan and Environmental Management Plan to the Northern Territory
Department of Mining and Energy (NTDME)

·      Subject to approval of above plans, Company expects formal
drilling approval for Mt Winter

 

 

Anthony Hamilton, Chief Executive Officer of Georgina Energy, commented:

"I am pleased to present Georgina's Annual Report and Full Year Results for
the year ended 31 Jan 2026. The 12 month period and the beginning of 2026 have
been extremely busy for the Company and I'm pleased with the progress we are
making on both our key assets of Hussar and Mt Winter. The re-entry drilling
of Hussar remains on-track for Q3 2026, and I would like to thank the teams
working tirelessly to keep us on track.

 

"While it was agreed to not proceed the Central Petroleum acquisition, it
remains my driving ambition to seek value accretive organic and inorganic
opportunities for the business and our shareholders where possible, and we
will continuously assess how best to prudently assign capital in order to
deliver growth.

 

"I'd like to thank shareholders for their continued support of the Company as
we look ahead to an exciting few months for Georgina."

 

Enquiries

 

Georgina Energy

 Tony Hamilton  via georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)
 Mark Wallace

Tavira Financial Ltd - Financial Adviser and Joint Broker

 Jonathan Evans     +44 (0)20 3833 3719
 Oliver Stansfield

 

Financial PR
 
via georginaenergy@apcoworldwide.com (mailto:georginaenergy@apcoworldwide.com)

 Violet Wilson      +44 (0)203 757 4980
 Georgia Edmonds

 

Notes to Editors

Georgina Energy aims to become a leading player in the global energy market
and is focused on establishing itself among the top producers of helium and
hydrogen worldwide. With a strategic approach and leveraging the experienced
management team's expertise, Georgina Energy aims to capitalize on
opportunities in these critical energy sectors.

 

Georgina Energy has two principal onshore interests held through its wholly
owned Australian subsidiary, Westmarket O&G.  The first, the Hussar
Prospect is located in the Officer Basin in Western Australia and Westmarket
O&G holds a 100% working interest in the exploration permit.  The second,
the EPA155 Mt Winter Prospect, is located in the Amadeus Basin in the Northern
Territory, which Georgina Energy will hold a 100% working interest on
completion of the purchase agreement with Mosman Oil & Gas.

 

In line with market demand trends, Georgina Energy is well-positioned to
capitalize on the growing gap between supply and demand for hydrogen and
helium with the resource potential of EPA155 Mt Winter and EP513 Hussar
projects for their potential accumulations.

 

For more information visit https://www.georginaenergy.com
(https://www.georginaenergy.com/)

 

 

Appendix

 

The Appendix contains the key reports and statements for FY2026. Please refer
to the full annual report with regard to the notes to the accounts.

 

CHAIRMAN'S STATEMENT

 

Dear Shareholders,

 

I have pleasure in presenting the 2026 Annual Report and Accounts of Georgina
Energy Plc.

 

Georgina Energy Plc is an early-stage resource company with a strategy of
actively pursuing the exploration, commercial development and monetisation of
helium, hydrogen and hydrocarbon interests located in the Amadeus and Officer
Basins in Northern and Western Australia.

 

Over the past twelve months, we have continued to advance our exploration
strategy with focus, discipline, and a clear commitment to delivering
long-term shareholder value in a challenging and rapidly evolving energy
landscape.

 

Strategic Progress

Georgina Energy Plc is still at the pre-revenue stage of its lifecycle, but
2025 has been a year of meaningful progress in laying the foundation for
future value creation. Our technical teams have made strong headway in
de-risking our high-potential gas assets in Western Australia, with seismic
interpretation, geotechnical analysis, and environmental studies moving us
closer to drill-ready status and towards obtaining the exploration licence in
the Northern Territories.

 

An important step in the development of the Hussar prospect is the signing of
a drilling services contract on 20(th) May 2026 to commence the targeted
drilling program in Q3 of calendar 2026. Request for tenders have been sent to
all major suppliers, during the course of 2026 to date, for the furnishing of
drilling consumables in anticipation of the drilling contract award.

 

Traditional gas suppliers invest significantly in infrastructure to extract
and store gas resources. Georgina's key difference is the plan to sell its gas
from the well head having executed a non-binding off-take agreement with
Harlequin Energy Limited in March 2026. The sale of raw gas at the well head
would mitigate infrastructure cost exposure, which become the responsibility
of the Off Taker.

 

The Company was pleased to advise in February 2026 it had received the draft
Aboriginal Land Rights Agreement (ALRA) from the Central Land Council (CLC) to
facilitate the granting of EPA155 Mt Winter which will lead to the 100%
ownership of Oilco Pty Ltd, the current tenement holders. The Agreement is
being reviewed by Georgina and execution is anticipated subject to Traditional
Landowners approval.

 

Additionally, a resource upgrade study was commissioned for Mt Winter EP155,
resulting in an overall increase of approximately 37% across the main
commodities; BCFG 175.5 Helium, BCFG 160.5 Hydrogen and BCFG 1,300.5
Hydrocarbons.

 

Financial Stewardship

As a pre-revenue company, maintaining financial discipline is paramount.
Throughout the year, we managed our capital prudently, ensuring that funds
were deployed effectively to advance core technical and regulatory workstreams
while keeping our cost base lean.

 

Market Position and Outlook

We remain confident in the long-term demand for natural gas, particularly as a
key enabler of energy transition in both domestic and regional markets. Our
asset portfolio is strategically located in a region with supportive
infrastructure and growing demand, offering a strong potential pathway to
commercialisation.

 

 

 

 

Peter Bradley

Chairman

28 May 2026

 

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GEORGINA ENERGY PLC

 

Opinion

We have audited the financial statements of Georgina Energy Plc (the
'company') and its subsidiaries (the 'group') for the year ended 31 January
2026 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the Consolidated
and Company Statements of Changes in Equity, the Consolidated and Company
Statements of Cash Flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.

In our opinion:

·      the financial statements give a true and fair view of the state
of the group's and of the company's affairs as at 31 January 2026 and of the
group's loss for the year then ended;

·      the group and company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards; and

·      the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, where it indicates
the Group had cash reserves of approximately £0.27 million at 31 January 2026
and has forecast large cash outflows over the period to 31 October 2027. Cash
reserves as at 15 May 2026 was £466,000. While the Group successfully
completed a £1 million equity fundraise on 1 May 2026, additional funding
will be required to meet its planned expenditure over the assessment period.
The Directors have identified a number of potential sources of funding,
including further equity raises, issuance of convertible loan notes and
support from existing debtholders. However, there can be no certainty that
such funding will be secured when required. As stated in note 2, these events
or conditions indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:

·      reviewing management's assessment of going concern and discussing
with management the future strategic plans of the group and sources of funding
that are expected to be available, as well as available paths for cash
preservation;

·      reviewing management-prepared cash flow forecasts up to as least
12 months from date of approval of the financial statements, including
confirmation of mathematical accuracy, and assessing their reasonableness
through reference to current period actual financial information;

·      obtaining corroborative evidence for, and providing appropriate
challenge to, the key assumptions and inputs used in the cashflow forecast;

·      performing stress testing of the cash flow forecast based on
reasonably possible scenarios;

·      reviewing the adequacy and completeness of disclosures
surrounding going concern in the financial statements; and

·      reviewing and corroborating post balance sheet events in relation
to the group's and parent company's ability to raise funds and any impact on
the assumptions used in the forecast.

 

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

 

Our application of materiality

For the purposes of determining whether the financial statements are free from
material misstatement, we define materiality as a magnitude of misstatement,
including omission, that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be
changed, or influenced. We have also considered those misstatements including
omissions that would be material by nature and would impact the economic
decisions of a reasonably knowledgeable person based on our understanding of
the business, industry and complexity involved.

We apply the concept of materiality both in planning and throughout the course
of audit, and in evaluating the effect of misstatements. Materiality is used
to determine the financial statements areas that are included within the scope
of our audit and the extent of sample sizes during the audit.

We also determine a level of performance materiality which we use to assess
the extent of testing needed 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.

The materiality applied to the group financial statements was set at £65,400
(2025: £63,900). This was calculated based on 2% of net assets as per the
group financial statements. The benchmark used is the one which we determined,
in our professional judgment, to be the principal benchmark within the group
financial statements relevant to shareholders of the group in assessing
financial performance of the group as the focus is on the net investment in
the business driving the exploration activities.

The materiality applied to the company financial statements was set at
£54,600 (2025: £37,700). This was initially calculated based on 2% of net
assets as per the parent company financial statements but limited to 83% of
group materiality due to audit aggregation risk.

The performance materiality for the group financial statements was set at
£42,500 (2025: £44,000) being 65% of materiality for the group financial
statements. The performance materiality for the parent company financial
statements was set at £38,250 being 70% of materiality for the parent
financial statements. The threshold was considered appropriate in light of the
current size and level of complexity of the group and the parent company, and
our assessment of inherent risk.

In determining materiality and performance materiality, we considered the
following factors:

·      our cumulative knowledge of the group and parent company and
their environment;

·      the change in the level of judgement required in respect of the
key accounting estimates;

·      significant transactions during the period;

·      the stability in key management personnel; and

·      the level of misstatements identified in prior periods.

For each component in the scope of our group audit, we allocated a performance
materiality based on the relative significance of each component to the group
and aggregation risk. The performance materiality allocated across components
was £25,500 (2025: £22,000 and £35,200).

We agreed with the Audit Committee that we would report on the misstatements
identified during our audit above £3,200 (2025: £3,000) for the group
financial statements and £3,200 (2025: £2,640) company financial statements
as well as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.

Our approach to the audit

Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size. In
designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. We tailored the
scope of our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements, considering the structure of the
group.

The group includes the listed parent company, Georgina Energy Plc ('GEP') in
the United Kingdom, and its subsidiaries - Georgina Production Limited ('GPL')
in the United Kingdom and Westmarket Oil & Gas Pty Ltd ('WMOG') in
Australia.

The scope of our audit was based on the significance of component's operations
and materiality. Each component was assessed as to whether they were
significant or not to the group by either their size or risk. Based on the
assessment, we have undertaken a full scope audit on all the 3 components.

The group's key accounting function is based in the United Kingdom and
Australia, and our audit was performed by our team in London with regular
contact maintained with the group throughout.

In designing our audit approach, we considered those areas which were deemed
to involve significant judgement and estimation by the directors, such as the
key audit matter surrounding the recoverability of the carrying value of
investments in and advance to subsidiaries, and classification and valuation
for convertible loan notes. Other judgemental areas related to management
assessment of going concern and the accounting and valuation of warrants
issued to loan note holders. We also addressed the risk of management override
of controls, including evaluating whether there was evidence of bias by the
directors that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to
going concern section we have determined the matters described below to be
the key audit matters to be communicated in our report.

 Key Audit Matter                                                                 How our scope addressed this matter
 Carrying value of investments and advance to subsidiaries (Parent Company
 only, Note 2 and Note C4)
 At 31 January 2026, the parent company have investment in subsidiaries           Our work in this area included:
 amounting to £7.19m and loans to subsidiaries amounting to £5.55m.

                                                                                ·      Obtaining an understanding of management's process and controls
  Westmarket Oil and Gas Pty have exploration permit for Hussar project and       in relation to impairment assessment;
 right to earn up to 90% of interest in the exploration permit subject to

 certain performance conditions over Mt Winter project.                           ·      Reviewing management's accounting for the investment and loan

                                                                                in/to subsidiaries under IAS 27 Separate Financial Statements and IFRS 10
                                                                                  Consolidated Financial Statements;

 The loan to subsidiaries was accounted under IAS 27 Separate Financial           ·      Obtaining underlying documentation to confirm ownership;
 Statements.

                                                                                ·      Obtaining and reviewing management's impairment assessment and
                                                                                  challenging key estimates and assumptions used therein;

 Management test for impairment of investment in subsidiaries in line with IAS    ·      Reviewing the discounted cashflow model;
 36 Impairment of Assets and assesses impairment of intercompany receivable

 balances in line with IFRS 9 Financial Instruments on an annual basis.           ·      Reviewing board minutes and Regulatory News Service announcements

                                                                                for any discussion impacting the carrying value of investments; and

                                                                                ·      Reviewing disclosures in the financial statements to ensure
 This has been identified as a key audit matter as:                               compliance with the relevant accounting standards.

 1) the balances are material to the financial statements; and                    Based on the work performed, we found the carrying value to be appropriate and

                                                                                the judgements and estimates applied by the management were reasonable.  We
 2) there are significant estimates and judgements involved in management's       draw your attention to Note 2 as the recoverability of the investment is based
 assessment which is susceptible to misstatement due to management bias.          on a number of estimates and judgements made by management. As the group is

                                                                                still in a pre-revenue phase these estimates are subjective and if they don't
                                                                                  realise it could lead to an impairment.
 Classification and valuation of convertible loan notes (Note 2 and Note 11)
 The parent company entered into a debt facility with Riverfort Global            Our work in this area included:
 Opportunities PCC Ltd on 14 November 2025 to fund the group's projects.

                                                                                ·      Obtaining and reviewing the convertible loan note agreement to
 The loan gives the option to the borrower to convert the loans into ordinary     understand the key terms;
 equity shares at a specified conversion price.

                                                                                ·      Obtaining and evaluating management's assessment of the
                                                                                  classification of the instrument accordance with IAS 32 Financial Instruments:

                                                                                Presentation;
 There is a risk that the classification and valuation of the convertible loan

 notes is not in accordance with the requirements of IAS 32 Financial             ·      Obtaining management's valuation of the convertible loan notes
 Instruments: Presentation and IFRS 13 Fair Value Measurement and may result in   and evaluating the key inputs and assumptions used within the model with the
 inaccurate classification and valuation due to management bias.                  assistance of auditor valuations team, providing appropriate challenge to

                                                                                management; and

                                                                                ·      Considering the appropriateness of disclosures included in the
 This has been identified as a key audit matter as:                               financial statements.

 1) the balance is material to the financial statements; and                      Based on the work performed, we noted no concerns regarding the classification

                                                                                and valuation of the CLN, with the judgements and estimates applied by
 2) there are significant estimates and judgements involved in management's       management deemed reasonable.
 assessment which is susceptible to incorrect classification and valuation of

 convertible loan notes due to management bias.

 

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 2006

In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

·      the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and

·      the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or

·      the financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or

·      certain disclosures of directors' remuneration specified by law
are not made; or

·      we have not received all the information and explanations we
require for our audit.

Responsibilities of directors

As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

·      We obtained an understanding of the company and the sector in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
sector.

·      We determined the principal laws and regulations relevant to the
company in this regard to be those arising from:

o  Companies Act 2006;

o  International Financial Reporting Standards;

o  UK Bribery Act 2010;

o  GDPR Legislation 2018;

o  The Money Laundering and Terrorist Financing (Amendment) Regulations 2019;

o  Listing Rules;

o  Disclosure and Transparency Rules;

o  UK income tax and employment laws and;

o  Corporations Act 2001 (Australia).

o  Mining industry regulations in Australia

The audit team remained alert to instance of non-compliance with laws and
regulations throughout the audit.

·      We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the company
with those laws and regulations. These procedures included, but were not
limited to:

o  Making enquiries of management,

o  Review of board minutes;

o  Confirming with management on compliance with laws and regulations;

o  Reviewing the nature of legal and professional fees;

o  Review Regulatory News Service announcements; and

o  Reviewing post balance sheet events.

·      We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias existed in relation to the
recoverability of the carrying value of investment in and advance to
subsidiaries and valuation of convertible loan note. We addressed this by
challenging the judgements made by management when auditing these significant
accounting judgements (refer to the key audit matter section).

·      As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals;  reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
(https://www.frc.org.uk/auditors/audit-assurance/standards-and-guidance/2010-ethical-standards-for-auditors-(1))
.This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by the Board of Directors on 17 October 2024 to audit the
financial statements for the period ending 31 January 2025 and subsequent
financial periods. Our total uninterrupted period of engagement is 2 years,
covering the periods ending 31 January 2025 to 31 January 2026.

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

Our audit opinion is consistent with the additional report to the audit
committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose.  To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.

Timothy Harris (Senior Statutory Auditor)
 
30 Churchill Place

For and on behalf of PKF Littlejohn
LLP
Canary Wharf

Statutory
Auditor
London E14 5RE

28 May 2026

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 January 2026

 

 

                                                                                                           Year ended            9 months Period ended

                                                                                                           31 January 2026       31 January 2025
                                                                                                           £                     £
                                                                                                 Note
 Administrative expenses                                                                         4         (1,693,343)           (953,263)
 Project expenses                                                                                          (483,785)             (770,340)
 Operating profit                                                                                          (2,177,128)           (1,723,603)
 Finance income                                                                                            5,785                 19,895
 Finance costs                                                                                   5         (384,613)             (1,705,059)
 Share based payments on reverse acquisition                                                     18        -                     (2,415,663)
 Fair value movement - derivative liability                                                                (243,969)             419,235
 Foreign exchange                                                                                          49,729                (35,274)
 Loss before taxation                                                                                      (2,750,196)           (5,440,469)

 Income tax                                                                                      6         -                     -
 Loss after taxation                                                                                       (2,750,196)           (5,440,469)

 Other comprehensive income and expenses
 Foreign exchange difference on translation of subsidiary                                                  (4,663)               29,094
 Total comprehensive loss for the period attributable to the owner                                         (2,754,859)           (5,411,375)

 Loss per share
 Basic and diluted (pence per share)                                                             16        (2.47)                (3.92)

 

The notes to the financial statements on pages 36-70 form an integral part of
these financial statements.

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 as at 31 January 2026

                                               Note  31 January 2026     31 January 2025

                                                     £                   £
 ASSETS
 Non-current assets
 Right of use assets                           8     193,741             21,814
 Total non-current assets                            193,741             21,814
 Current assets
 Trade and other receivables                   7     117,228             385,689
 Cash and cash equivalents                           269,097             1,215,874
 Total current assets                                386,325             1,601,563
 Total assets                                        580,066             1,623,377

 EQUITY
 Equity Attributable to Owners of the company
 Share capital                                 9     6,379,699           4,851,362
 Share premium                                 9     4,298,004           3,890,372
 Merger Reserve                                9     1,950,000           1,950,000
 Reverse acquisition reserve                   18    (3,857,674)         (3,857,674)
 Share based payment reserve                   9     642,428             619,349
 Warrant Reserve                                     78,500              -
 Shares to issue reserve                       18    3,125,000           3,937,500
 Foreign exchange reserve                            128,331             132,994
 Retained earnings                                   (15,783,349)        (13,033,153)
 Total equity                                        (3,039,061)         (1,509,250)
 LIABILITIES
 Current liabilities
 Trade and other payables                      10    1,261,699           1,231,792
 Borrowings                                    11    855,211             969,184
 Lease liability                                     31,712              20,175
 Derivative liability                          11    116,655             -
 Total current liabilities                           2,265,277           2,221,151
 Non-current liabilities
 Derivative liability                          11    292,129             83,288
 Borrowings                                    11    897,978             828,188
 Lease liability                                     163,743             -
 Total non-current liabilities                       1,353,850           911,476
 Total liabilities                                   3,619,127           3,132,627
 TOTAL EQUITY AND LIABILITIES                        580,066             1,623,377

The notes to the financial statements on pages 36-70 form an integral part of
these financial statements.

 

The financial statements of Georgina Energy plc, formerly known as Mining,
Minerals and Metals Plc (registered number 08377465) were approved by the
Board of Directors and authorised for issue on 28 May 2026.

They were signed on its behalf by:

 

 

 

 

Anthony Hamilton

Director

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year to 31 January 2026

 

                                                                          Share capital  Share premium  Retained earnings  Other reserves  Total equity
                                                                          £              £              £                  £               £
 Balance at 30 April 2024                                                 2,806,543      -              (7,726,562)        103,899         (4,816,120)
 Prior year adjustment (note 19)

                                                                          -              -              133,878            -               133,878
 Restated at 30 April 2024                                                2,806,543      -              (7,592,684)        103,899         (4,682,242)
 Total comprehensive loss for the year                                    -              -              (5,440,469)        -               (5,440,469)
 Impact of foreign exchange gains and losses                              -              -              -                  29,094          29,094
 Total comprehensive incomed                                              -              -              (5,440,469)        29,094          (5,411,375)
 Transactions with owners
 Recognition of Georgina Energy plc equity at acquisition date (note 18)  (1,186,043)    406,167        -                  2,029,826       1,249,950
 Issue of shares                                                          2,912,920      3,254,532      -                  -               6,167,452
 Issue of warrants                                                        -              (104,168)      -                  619,349         515,181
 Exercise of warrants in the year                                         317,942        333,841        -                  -               651,783
 Total transactions with owners                                           2,044,819      3,890,372      -                  2,649,175       8,584,366
 Balance at 31 January 2025                                               4,851,362      3,890,372      (13,033,153)       2,782,170       (1,509,250)

 

                                              Share capital  Share premium  Retained earnings  Other reserves  Total equity
                                              £              £              £                  £               £
 Balance at 31 January 2025                   4,851,362      3,890,372      (13,033,153)       2,782,170       (1,509,250)
 Total comprehensive loss for the year        -              -              (2,750,196)        -               (2,750,196)
 Impact of foreign exchange gains and losses  -              -              -                  (4,663)         (4,663)
 Total comprehensive incomed                  -              -              (2,750,196)        (4,663)         (2,754,859)
 Transactions with owners
 Issue of shares                              1,528,337      488,087        -                  (812,500)       1,203,924
 Issue of shares - costs                      -              (80,455)       -                  -               (80,455)
 Issue of warrants                            -              -              -                  101,579         101,579
 Total transactions with owners               1,528,337      407,632        -                  (710,921)       1,225,048
 Balance at 31 January 2026                   6,379,699      4,298,004      (15,783,349)       2,066,585       (3,039,061)

 

The notes to the financial statements on pages 36-70 form an integral part of
these financial statements.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

for the year to 31 January 2026

 

 Other Reserves                                                           RTO reserve  Merger reserve  Share based payment reserve  Warrant reserve  Shares to issue reserve  Foreign exchange translation reserve  Total
                                                                          £            £               £                            £                £                        £                                     £

 Balance at 30 April 2024                                                 -            -               -                            -                -                        103,899                               103,899
 Impact of foreign exchange gains and losses                              -            -               -                            -                -                        29,094                                29,094
 Total comprehensive incomed                                              -            -               -                            -                -                        29,094                                29,094
 Transactions with owners
 Recognition of Georgina Energy plc equity at acquisition date (note 18)  (3,857,674)  1,950,000       -                            -                3,937,500                -                                     2,029,826
 Issue of warrants                                                        -            -               619,349                      -                -                        -                                     619,349
 Total transactions with owners                                           (3,857,674)  1,950,000       619,349                      -                3,937,500                -                                     2,649,175
 Balance at 31 January 2025                                               (3,857,674)  1,950,000       619,349                      -                3,937,500                132,994                               2,782,170

 

 Impact of foreign exchange gains and losses  -            -          -        -       -          (4,663)  (4,663)
 Total comprehensive incomed                  -            -          -        -       -          (4,663)  (4,663)
 Transactions with owners
 Issue of shares                              -            -          -        -       (812,500)  -        (812,500)
 Issue of warrants                            -            -          23,079   78,500  -          -        101,579
 Total transactions with owners               -            -          23,079   78,500  (812,500)  -        (710,921)
 Balance at 31 January 2026                   (3,857,674)  1,950,000  642,428  78,500  3,125,000  128,331  2,066,585

 

 

 

 

CONSOLIDATED STATEMENT OF CASHFLOWS

for the period to 31 January 2026

 

                                                                 Year ended   9 months Period ended

                                                                 31 January   31 January

                                                                 2026         2025

                                                                 £            £
 Cash flows from operating activities
 Loss before taxation                                            (2,750,196)  (5,440,469)
 Depreciation                                                    27,749       17,520
 Finance costs                                                   380,689      538,096
 Share-based payments finance costs                              -            1,166,964
 Share-based payments on RTO                                     -            2,415,663
 Equity settled transactions                                     3,924        462,481
 Fair value change - derivative liabilities                      243,970      (419,235)
 Decrease/(Increase) in receivables                              268,460      (289,439)
 (Decrease) / increase in payables                               29,904       (1,050,405)
 Unrealised foreign exchange                                     (69,703)     26,851
 Net cash outflow from operations                                (1,865,203)  (2,571,973)
 Cash inflows from financing activities
 Proceeds from issue of shares net of issue costs                1,130,000    4,403,875
 Proceeds of new borrowings, as received net of associated fees  668,000      -
 Repayment of borrowings including interest                      (849,420)    (609,626)
 Lease liability payments                                        (30,155)     (19,159)
 Net cash inflow from financing activities                       918,425      3,775,090
 Cash inflows from investing activities
 Cash acquired from RTO                                          -            10,000
 Net cash inflow from investing activities                       -            10,000
 Net increase in cash and cash equivalents                       (946,778)    1,213,117
 Cash and cash equivalents at the beginning of year              1,215,875    2,758
 Cash and cash equivalents at end of period                      269,097      1,215,875

 

There are no items of other comprehensive income included in the financial
statements.

The notes to the financial statements on pages 36-70 form an integral part of
these financial statements.

 

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