REG - Lansdowne Resources - Results for the year ended 31 December 2025

RNS Number : 4797K Lansdowne Resources PLC 01 July 2026  

01 July 2026

Lansdowne Resources plc ("Lansdowne" or the "Company")

Audited Results for the year ended 31 December 2025 Annual Report & Accounts

Lansdowne Resources ("Lansdowne" or "the Company") is pleased to announce its audited results, for the year ended 31 December 2025.

The Company will announce details of its Annual General Meeting in due course.

Copies of the 2025 Annual Report & Accounts have been sent to shareholders and will shortly be available to download from the Company's website, www.lansdowneresources.com and available to view via the following link http://www.rns-pdf.londonstockexchange.com/rns/4797K_1-2026-6-30.pdf

The Financial statements below should be read in conjunction with the accompanying notes set out in the full 2025 Annual Report.

Operational highlights during reporting period

·    During 2025 the Company continued to engage with potential litigation funders to provide finance to take forward the Barryroe ECT claim and successfully entered into such an agreement in December 2025.

·    Work continued throughout the year on the selected target for a Reverse Take Over with a view to completing this transaction, returning to operations and a resumption of trading on AIM

Post Reporting Period

·    In April 2026 the Company announced the proposed acquisition of Sao Gabriel Mineracao Ltda. and associated Fundraise of £1.9 million. This involved:

§ The acquisition of Sao Gabriel Mineracao Ltda. a Brazilian mining company with graphite assets that have shown promising early stage results

§ This brings a strategic pivot into the growing critical minerals sector

§ The Company will continue to pursue its ECT litigation claim of more than $100 million regarding the Barryroe oil & gas project in Ireland.

§ In line with previous announcements about Record Dating shareholders, a Bonus Issue of Preference Shares carrying rights to Legal Claim in order to ringfence the majority (approximately 80%) of any potential net award for existing shareholders and CLN holders

§ Fundraising to raise £1.9 million through the issue of new shares at a price of 0.1 pence per share

§ Shareholders on admission to be entitled to 20% of the net proceeds of any successful ECT claim

§ Net proceeds of the Fundraising to allow for the advancement of the Macaubas Graphite Project through an active exploration programme and to provide general working capital

§ Proposed appointment of Luis Mauricio Azevedo as a Director upon Readmission to AIM

§ Proposed change of name to Lansdowne Resources plc.

§ Proposed consolidation of the Company's issued share capital by 5:1

§ A Retail Offer took place in May through the Winterflood Retail Access Platform raised an additional £99,000

·    All of the above elements of the transaction were put to shareholders at an Annual General Meeting on 26 May 2026 and were approved

·    Readmission to trading on AIM took place on 27 May 2026

Financial highlights

·    Cash balances at 31 December 2025 of £0.006 million (2024: £0.01 million).

·    Operating expenses for the year were £0.9 million (2024: £0.3 million), reflecting the increased work on the Reverse Take Over

·    Loss for the year after tax of £0.9 million (2024: loss £0.3 million).

·    Diluted loss per share of 0.06 pence (2024: loss 0.02 pence).

·    The LC Capital Master Fund loan, was extended whilst work continued on the RTO and upon re-admission to AIM on 27 May 2026 has been extended for a further 18 months from the re-admission date to 27 November 2027

·    In 2025 an additional £145,000 of Convertible Loan Notes were entered into with existing and new shareholders. A further £220,000 of Convertible Loan Notes were issued in 2026, bringing the total amount issued to £440.000. All these Loan Notes converted into New Ordinary Shares upon readmission to AIM on 27 May 2026.

Jeffrey Auld, Chairman of Lansdowne commented:

"2025 was a period of solid progress on both the Reverse Take Over acquisition and the ECT Barryroe arbitration. This work led to the successful sourcing of funding for the ECT claim in December 2025 and the completion of the Sao Gabriel Mineracao acquisition and readmission to trading on AIM in May 2026.

We now look forward to further progressing both projects in 2026.

I am delighted to welcome Luis Azevedo to the Board of Directors bringing his wealth of experience in the mining sector.

Stephen Boldy will be retiring from his position as CEO on 31 July 2026 and on behalf of the Board I would like to wish him a long and happy retirement. He will continue to support the Company on the ECT arbitration work"

LEI: 213800V994AL9RVAHG27

Notes to editors:

About Lansdowne

Lansdowne Resources (LRES.LN) was founded as an oil and gas exploration and appraisal company focused on the North Celtic Sea and quoted on the AIM market.

In May 2023 the application for a Lease Undertaking for the Barryroe Field, in which Lansdowne held a 20% interest, was refused by the Irish Department of the Environment, Climate and Communications.

In June 2023 Lansdowne announced the commencement of action under the Arbitration Process of the Energy Charter Treaty. In December 2025 the Company announced that it had secured third party litigation funding to pursue its claim. In May 2026 it was announced that the case had been registered at ICSID (International Centre for the Settlement of Investor Disputes). Work is continuing to progress the claim.

In April 2026 the Company announced the proposed acquisition of Sao Gabriel Mineracao Ltda. a company with Graphite mining concession in Brazil. All aspects of this transaction were approved by shareholders at an AGM on 26 May 2026 and the Company returned to trading on AIM on 27 May 2026.

The next phase of field work on the graphite tenements is expected to commence in the third quarter of 2026.

For more information on Lansdowne, please refer to www.lansdowneresources.com.

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

Throughout 2025 the Company continued its work on its two key projects:

·    The Reverse Take Over to bring in a new asset, graphite mining properties in Brazil, in order to return to operations and be readmitted to AIM, lifting the suspension that took place in March 2024.

·    Pursuing arbitration with Ireland under the Energy Charter Treaty to obtain compensation for the refusal of the Irish Government to award the Lease Undertaking resulting in the loss of the Barryroe oil and gas concession and in parallel seeking third party litigation funding to continue to pursue the claim.

Although both projects have taken longer than anticipated, both made great progress during the year.

The work on the Reverse Take Over to acquire Sao Gabriel Mining continued into early 2026 and was announced on 30 April 2026. The agreement and the accompanying issuing of preference shares, share consolidation and placing of new shares were all subject to approval by shareholders at the Company's AGM on 26 May 2026 and all resolutions were passed at the meeting.

On 22 December, the Company announced that it had signed an Engagement Letter ("EL") with Diamond McCarthy LLP to pursue its Energy Charter Treaty ("ECT") arbitration claim against Ireland for the refusal to award a Lease Undertaking for the Barryroe Oil and Gas field.

By way of background, an application for a Lease Undertaking was submitted in April 2021, as a follow-on authorisation to Lansdowne's Exploration Licence SEL1/11, in which it held a 20% interest, through its 100% owned subsidiary, Lansdowne Celtic Sea Limited. Under the terms of the SEL1/11 Licence the licencees had the right to progress to a Lease Undertaking.

After considerable delay, in May 2023 the application for a Lease Undertaking was refused by the Irish Department of the Environment, Climate and Communications. In June 2023 Lansdowne gave Ireland notice that that a dispute existed under the ECT. The EL provides sufficient funds, on a non-recourse basis, to cover legal fees and costs associated with pursuing the claim through to resolution. Diamond McCarthy is a U.S. law firm with decades of experience in cross-border litigation and international arbitration. To date, Lansdowne has been advised on its claim by Mantle Law, a London and United Arab Emirates based international arbitration law firm with a focus on energy, construction, and infrastructure disputes. Mantle Law and Diamond McCarthy will co-counsel to progress the claim to conclusion. The gross compensation claim is expected to be in excess of $100 million plus accrued interest and any related penalties. In the event of a successful award in an amount of approximately $100 million, Lansdowne's share of the proceeds, based on the funding agreements with Diamond McCarthy and Mantle Law, is expected to be between 60% and 70%.

Also during 2025 the Company announced the completion of further Convertible Loan Note Agreements with existing shareholders for £145,000.

These loans were structured similarly to the Convertible Loan Notes issued in September 2024. The Loans were unsecured, carried no interest, and were be converted into New Ordinary Shares at the time of completing a reverse takeover, subject to shareholder approval for the extension of share issuance authorities. The conversion price was the lower of 0.1 pence or a 20% discount to the share issue price at the time of the reverse takeover.

The Convertible Loan notes were subsequently converted alongside the RTO post period end.

Financial Results

The Group recorded an after tax loss of £0.9 million for the year ended 31 December 2025 compared to a loss of £0.3 million for the year ended 31 December 2024.

Group operating expenses for the year were £0.9 million, compared to £0.3 million in 2024. Net finance expense for the year was £64,452 (2024: £52,000). Cash balances of £0.006 million (2024: £0.01 million) were held at the end of the financial year.

The spend incurred on the Barryroe licence area for the year totalled NIL (2024: £nil ).

Total net liability as at the year end attributable to the ordinary shareholders of the Group was £(2.07) million as at 31 December 2025 (£(1.27) million as at 31 December 2024).

In December 2023, the Company entered into an agreement with LC Capital Master Fund to extend the repayment date of its outstanding loan which was due for repayment on 31 December 2023 to 30 June 2024. Following this, a further extension was approved after June 2024, and it was agreed to extend the loan whilst the Reverse Take Over progressed. With the completion of the reverse takeover in May 2026 the LC Capital Loan has been extended for 18 months from the date of Lansdowne's readmission to AIM accounts. The amount of the Loan on 31 December 2025 was £1,149,301 (2024 : £1,084,849).

As noted in the Chairman's Statement above, in February 2025, the Company announced the completion of a further Convertible Loan Agreement with existing shareholders for £45,000, and in July 2025 the issuance of a further £100,000 of Convertible Loan Notes were issued on the same terms as those issued in 2024.

Lansdowne used the funds to provide working capital while discussions continue with potential funders for Lansdowne's Energy Charter Treaty (ECT) claim against Ireland, and work progresses toward a potential reverse takeover.

Trading in the Company's shares on AIM remained suspended through 2025 while progress continued on the potential reverse takeover.

Subsequent Events

In January and March 2026, the Company issued additional Convertible Loan Notes for a total of £210,000. These loans were granted on the same terms as those issued in 2024 and 2025.

Overall, a total of £440,000 of Convertible Loan Notes were issued between 2024 and 2026 and all of these converted into new Ordinary Shares following the AGM on 26 May and the Company's return to trading on AIM on 27 May.

The second quarter of 2026 has seen the Company makes great progress, with the completion of the Sao Gabriel Mining acquisition to gain entry into the critical minerals sector, through their graphite assets in Brazil. Field work will now progress to advance appraisal of these deposits where early results indicated high grades.

The acquisition was announced on 30 April 2026 and was accompanied by:

·    Placing to raise £1.9 million

·    A retail offering to existing shareholders to raise £99,000

·    Change of name to Lansdowne Resources plc

·    Share consolidation

·    Bonus issue of Preference Shares carrying rights to Legal Claim

·    Readmission of the Enlarged Share Capital to Trading on AIM

·    Extension of the LC Capital Loan repayment for an 18 month period from the date of readmission

·    Appointment of Luis Azevedo the Board

These matters were all set out in detail in an Admission Document sent out to shareholders on 30 April and were addressed at the Company's AGM on 26 May 2026, when all resolutions were passed.

Regarding the ECT claim, following the achievement of third-party litigation funding the next steps of the arbitration process have commenced with the filing of the Request For Arbitration ("RFA") at the International Centre for the Settlement of Investment Disputes ("ICSID") in Washington DC and confirmation of the entry of this onto the register in early May 2026.

The next step in the process is the appointment of a tribunal and the Company's lawyers have commenced discussion with Ireland to achieve this.

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