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Thor Explorations Announces Audited Financial and Operating Results for the Full Year and the Unaudited Three Months Ending December 31, 2025

08:00 Uhr  |  Newsfile

This Announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

Vancouver, April 9, 2026 - Thor Explorations (TSXV: THX) (AIM: THX) ("Thor" or the "Company") is pleased to provide an operational and financial review for its Segilola Gold mine, located in Nigeria ("Segilola"), and for the Company's mineral exploration properties located in Nigeria, Senegal and Côte d'Ivoire for the three months ending December 31, 2025 ("Q4 2025") and the audited financial results for the year ending December 31, 2025 (the "Year" or "FY 2025").

The Company's Consolidated Audited Financial Statements together with the notes related thereto, as well as the Management's Discussion and Analysis for the year ending December 31, 2025, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/.

All figures are in US dollars ("US$") unless otherwise stated.

FY 2025 Financial Highlights

Dividend

Proposed dividend timetable

Event Date
Ex-Dividend date 24 April 2026
Record date 24 April 2026
Last day for currency elections 01 May 2026
Date of exchange rate used for Pounds Sterling 04 May 2026
Announcement of exchange rate in Foreign Designated Currencies 04 May 2026
Payment Date 15 May 2026

FY 2025 Operational Highlights

Segilola Production

Segilola Near-Mine and Regional Exploration

Senegal

Côte d'Ivoire

Environment, Social and Governance

Post FY 2025 Highlights

Outlook

Segun Lawson, President & CEO, stated:

"I am extremely proud of the team for delivering another year of strong operational performance. Having entered the year with a debt free balance sheet, we have fully capitalised on the high gold price environment whilst maintaining our cost discipline throughout the year. As a result, our gold production of approximately 92,000 ounces has resulted in a record financial performance generating US$325.5 million in revenue and a net profit of US$196.2 million ending the year with US$137.75 million in cash.

"Our robust cash flow and strong balance sheet enabled us to transition to a dividend-paying company during the year. In 2025, the Company returned approximately US$18 million to shareholders through dividends paid during the year. In addition, the Company declared and paid a special dividend together with a quarterly dividend in Q1 2026, bringing total shareholder returns to date to approximately US$32 million. We are committed to maintaining this policy through 2026 which is in line with our strategy of returning part of our strong cash flow generation to our shareholders and will continue to retain the option to increase the dividend based on our cash position.

"We achieved our goals in 2025 which were to grow the Company's balance sheet and grow the Company's mineral resources through exploration. This has continued in Nigeria where we continue to explore the extent of mineralisation beneath the Segilola Open Pit mine, and also in Senegal and in Côte D'Ivoire.

"In 2026, we are looking to take another step closer to developing the Douta Gold Project in Senegal and growing from a single mine producer whilst also aiming to extend the Segilola Mine life. In 2025, we increased our economic ownership of the Douta Project to 100% and its Preliminary Feasibility Study has defined a financially robust project with a US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis) at a long-term gold price assumption of US$3,500/oz. Significantly, our acquisition of the Bousankhoba licence has enabled us to expand the project footprint and we believe the project continues to have promising growth potential.

"We are looking forward to starting the development of Douta in the second half of 2026 whilst also delivering an optimised feasibility study. We are well positioned and confident in our ability to deliver this project without any shareholder dilution.

"In Côte D'Ivoire we continued to increase our exploration portfolio, adding additional greenfield early stage licences to continue to build our exploration pipeline.

"Our ongoing strong cash flow has left us well positioned to continue our activities in all three jurisdictions in which we operate with the objective of increasing shareholder value through exploration.

"We continue to prioritise our ESG standards, with our ESG performance monitored throughout 2025 in alignment with GRI reporting standards. We have published our second annual Sustainability and ESG Report and I invite our stakeholders to review this report.

"Looking ahead, our priorities for 2026 include continuing our best practice in our ESG standards across the Group, finalising the permitting approvals for the Douta Project to reach Final Investment Decision. Importantly, we intend to progress the value-enhancing opportunity of extending the Segilola mine life.

"I look ahead to 2026 with excitement and encouragement. We have the cash flow and team to underpin our activities across the group and are better positioned than ever to deliver on our objectives. Thank you to our new and existing shareholders for your trust and support and I look forward to providing updates in the coming year.

Retirement of Collin Ellisson as Non-Executive Director

In addition, the Company announces the retirement of Collin Ellison as Non-Executive Director and Chairman of the Remuneration and Nomination Committees with effect from 9 April 2026. The Company will announce the appointment of Mr Ellison's replacement in due course.

Adrian Coates, Chairman of the Board, commented:

"We are also sad to announce the retirement of our Non-Executive Director, Collin Ellison. Collin has been a non-executive director at Thor for 7 years over a very successful period in the Company's history. On behalf of the board I would like to thank Collin for his contribution to the Company."

Segun Lawson, President & CEO commented:

"I would like to finish off by thanking our retiring Non-Executive Director Mr Collin Ellison after seven transformational years with the Company, during which the Company grew from a junior exploration company to where we are today. I am deeply appreciative of his support, vision, technical advice and dedication to the Company, in particular, during the development of Segilola and its commissioning which was invaluable. His support throughout has left a lasting impact on our company and I wish him all the best in his future endeavours."

About Thor Explorations

Thor Explorations Ltd. is a mineral exploration company engaged in the acquisition, exploration, development and production of mineral properties located in Nigeria, Senegal and Côte d'Ivoire. Thor Explorations holds:

Thor Explorations trades on AIM and the TSX Venture Exchange under the symbol "THX".

For further information, please contact:

Thor Explorations Ltd
Email: info@thorexpl.com

Canaccord Genuity (Nominated Adviser & Broker)
Henry Fitzgerald-O'Connor / James Asensio / Harry Rees
Tel: +44 (0) 20 7523 8000

Hannam & Partners (Broker)
Andrew Chubb / Matt Hasson / Nilesh Patel / Franck Nganou
Tel: +44 (0) 20 7907 8500

BlytheRay (Financial PR)
Tim Blythe / Megan Ray / Said Izagaren
Tel: +44 207 138 3204

Yellow Jersey PR (Financial PR)
Charles Goodwin / Shivantha Thambirajah
thorexplorations@yellowjerseypr.com
Tel: +44 (0) 20 3004 9512

Management Discussion & Analysis for Q4 2025 and Full Year 2025

CHAIRMAN'S STATEMENT

Dear fellow shareholders, I am pleased to present the 2025 Annual Report for Thor Explorations Ltd. 2025 was a transitional year for us as a company, having fully repaid our senior debt facility with Africa Finance Corporation ("AFC") at the end 2024. As a result, we started the year with a clean balance sheet and well positioned to fully capitalise on the strong gold price performance witnessed during the year.

The Segilola Gold Mine, our wholly owned flagship project, maintained its solid performance in 2025, achieving the upper half of its guidance, producing 91,910 ounces of gold, and generating a record annual revenue of $325.5 million. We also generated a record Group net profit of $196.2 million.

The performance of the Segilola Gold Mine and continued strengthening of the Group's balance sheet enabled the Company's Board to adopt its maiden dividend policy to be applied for at least two years. The dividend policy reflects the Company's aim to strike a balance between the Group's growth ambitions and returning money to its shareholders. The Company returned approximately $18 million to its shareholders in 2025 with a special dividend of CAD $0.015 per share paid subsequent to the Period alongside its regular Quarterly dividend.

Our pioneering activities continue in Nigeria, where we were pleased in March 2025 to receive a copy of the report of the Inter-Ministerial Fact-Finding Committee on the dispute between Segilola Resources Operating Limited and the Osun State Government. This report affirmed our compliance with all our legal and regulatory obligations. We pride ourselves on maintaining international best practice standards across all our operations.

We maintain strong relationships with both State and Federal Governments and continue to invest in our host communities and regions where our livelihood restoration programs are thriving.

In 2026, we look forward to further growth as a company. We are carrying out increased exploration activities in Nigeria, where we are focussing on extending the Segilola mine life through the definition of additional underground resources as well as exploring nearby satellite targets.

In Senegal, at the Douta Gold Project, we expanded our footprint in the country, acquiring additional licences, and significantly, we increased our ownership in the two Douta Licences to a 100% economic interest in Q1 2026. The publishing of the Douta Pre-Feasibility Study after the end of the Period has shown an economically robust, long mine life project with significant exploration upside potential. We aim to start the construction of this project in the second half of 2026 and believe this project has potential to deliver further significant value to our shareholders.

In Côte d'Ivoire we completed a successful maiden drilling campaign on our 100% owned Guitry Licence. We are also encouraged by the early exploration results from our Marahui Project. We look forward to advancing these licences through exploration in 2026.

I would like to thank all our employees, Leadership Team and Board for their hard work and dedication in the year, and our investors for their continued support.

We are also sad to announce the retirement of our Non-Executive Director, Collin Ellison. Collin has been a non-executive director at Thor for 7 years over a very successful period in the Company's history. On behalf of the board I would like to thank Collin for his contribution to the Company.

We look forward to 2026 and thank you for your support for Thor Explorations. The Board and Leadership Team remain resolutely focused on delivering our strategy and creating value for our shareholders and all of our stakeholders.

Adrian Coates
Chairman

CEO'S STATEMENT

This has been a significant year for Thor, and I am extremely proud of the team for delivering another year of strong operational performance. Having entered the year with a debt free balance sheet, we have fully capitalised on the high gold price environment whilst maintaining our cost discipline throughout the year. As a result, our gold production of approximately 92,000 ounces has resulted in a record financial performance generating US$325.5 million in revenue and a net profit of US$196.2 million ending the year with US$137.75m in cash.

Our robust cash flow and strong balance sheet enabled us to transition to a dividend-paying company during the year. In 2025, the Company returned approximately US$18 million to shareholders through dividends paid during the year. In addition, the Company declared and paid a special dividend together with a quarterly dividend in Q1 2026, bringing total shareholder returns to date to approximately US$32 million.

We achieved our goals in 2025 which were to grow the Company's balance sheet and grow the Company's mineral resources through exploration. This has continued in Nigeria where we continue to explore the extent of mineralisation beneath the Segilola Open Pit mine, and also in Senegal and in Côte d'Ivoire.

In 2026, we are looking to take another step closer to developing the Douta Gold Project in Senegal and growing from a single mine producer whilst also aiming to extend the Segilola Mine life. In 2025, we increased our economic ownership of the Douta Project to 100% and its Preliminary Feasibility Study has defined a financially robust project with a US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis) at a long-term gold price assumption of US$3,500/oz.

Significantly, our acquisition of the Bousankhoba licence has enabled us to expand the project footprint and we believe the project continues to have promising growth potential. We are looking forward to starting the development of this project in the second half of 2026 whilst also delivering an optimised feasibility study. We are well positioned and confident in our ability to deliver this project without any shareholder dilution.

In Côte d'Ivoire we continued to increase our exploration portfolio, adding an additional greenfield early stage licence to continue to build our exploration pipeline.

Our ongoing strong cash flow has left us well positioned to continue our activities in all three jurisdictions in which we operate with the objective of increasing shareholder value through exploration.

We continue to prioritise our Environmental, Social and Governance ("ESG") standards. ESG performance continued to be monitored throughout 2025 in alignment with Global Reporting Initiative ("GRI") reporting metrics. During Q4 2025, compared with Q4 2024, the Company recorded reductions in waste rock, non-mineral waste and overall waste intensity measured in tonnes per gold ounce produced. 30 community projects and programmes were delivered or initiated during 2025. We have also published our second annual Sustainability and ESG Report and invite our stakeholders to review this report.

Following on from the announcement of our dividend policy in 2025, we are committed to maintaining this policy through 2026 in line with our strategy of returning part of our strong cash flow generation to our shareholders whilst retaining the option to increase the dividend based on our cash position. Looking ahead, our priorities for 2026 include continuing best practice in our ESG standards across the Group, finalising the permitting approvals for the Douta Project to reach Final Investment Decision (FID). Importantly, we intend to progress the value-enhancing opportunity of extending the Segilola mine life.

I remain incredibly proud of our team and what we accomplished in 2025. This is down to the continued commitment and hard work of all our employees, leadership team, board and stakeholders. I would like to take this opportunity to thank them for their continued support.

I would like to finish off by thanking our retiring Non-Executive Director Mr Collin Ellison after seven transformational years with the Company, during which the Company grew from a junior exploration company to where we are today. I am deeply appreciative of his support, vision, technical advice and dedication to the Company, in particular, during the development of Segilola and its commissioning which was invaluable. His support throughout has left a lasting impact on our company and I wish him all the best in his future endeavours.

I look ahead to 2026 with excitement and encouragement. We have the cash flow and team to underpin our activities across the group and are better positioned than ever to deliver on our objectives. Thank you to our new and existing shareholders for your trust and support and I look forward to providing updates in the coming year.

Segun Lawson
Chief Executive Officer

OVERVIEW

Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer and is dual-listed on the TSX Venture Exchange TSX-V (TSXV: THX) and the Alternative Investment Market of the London Stock Exchange (AIM: THX). The Group's main assets include its flagship producing Segilola Gold mine in Nigeria, the Preliminary Feasibility Study stage Douta Project, in Senegal and a portfolio of prospective early-stage exploration licences in Côte d'Ivoire.

The Group has a growing portfolio of exploration licences on the unexplored Ilesha schist belt in near proximity to the Segilola gold mine and further exploration licences in Nigeria.

Our strategy is to operate, develop and explore mineral properties where our expertise can substantially increase shareholder value. The Group operates with transparency and in accordance with international best practices and is committed to delivering value to its shareholders through responsible development, providing economic and social benefit to our host communities and operating in a manner where health and safety and the environment are integral to our operations and development approach.

We utilise our strong cash flow generation from Segilola to advance our exploration and development activities across our entire portfolio. Our strategy also includes the acquisition, wholly or via option, of further geologically prospective tenures in West Africa where we continue to build a footprint and assess potential targets.



Figure 1.1: Thor's Properties in West Africa

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7003/291728_d6e07d99a4e32a41_002full.jpg

HIGHLIGHTS AND ACTIVITIES - FOURTH QUARTER 2025 AND YEAR ENDED DECEMBER 31, 2025

The quarter was characterised by another solid financial and operational performance, with record revenue of $108.7 million, net profit of $67.0 million, and EBITDA of $87.9 million.

Operating results for the fourth quarter 2025 were highlighted by the selling of 25,830 ounces ("oz") of gold achieving an average gold price of US$4,190 per oz at a cash operating cost1 of $647 per oz sold, with an all-in sustaining cost ("AISC")1 of $740 per oz sold.

Table 2.1 Key Operating and Financial Statistics




Three month periods ended

Year ended


December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 2024

Operating





















Gold sold Au
25,830

19,650

25,900

22,750

25,790

94,130

84,965
Average realized gold price1 $/oz
4,190

3,535

3,187

2,720

2,414

3,422

2,288
Cash operating cost1 $/oz
647

783

715

711

664

710

692
AISC (all-in sustaining cost) 1 $/oz
846

1,022

915

950

818

927

882
EBITDA1 $/oz
3,404

2,636

2,332

1,917

1,747

2,589

1,452
Financial














Revenue $/000
108,750

69,873

82,794

64,063

65,719

325,480

193,130
Net Profit $/000
66,954

43,099

51,674

34,484

33,742

196,211

91,172
EBITDA1 $/000
87,925

51,793

60,386

43,610

45,056

243,714

123,372



December
31, 2025


December
31, 2024

Cash and cash equivalents $/000
137,750

12,040
Deferred revenue $/000
-

4,463
Adjusted net cash1 $/000
151,096

11,180
1 This is a non-IFRS measure. Refer to the non-IFRS measures section.

Segilola Gold Mine, Nigeria

Mining

During the three months ended December 31, 2025, 2,185,527 tonnes of material were mined, equivalent to a mining rate of 23,755 tonnes of material per day. In this period, 580,615 tonnes of ore were mined, equivalent to a mining rate of 6,311 tonnes of ore per day, at an average grade of 1.71g/t. Overall mining rates were lower as the pit is getting narrower as mining progresses to the southern end. There was a 51% increase in ore tonnes at an improved strip ratio of 2.8 : 1. The purchased new trucks have effectively eliminated the trucking constraint of the aging contractor fleet.

The stockpile balance increased by 35% to 1,988,488 tonnes of ore at an average grade of 0.79g/t. The ore stockpile comprised of 1,829 tonnes (1.84g/t) at medium grade, 1,985,640 tonnes (0.78g/t) at low grade and 1,019 tonnes (3.15g/t) at high grade on the crushed coarse ore stockpile between the crusher and mill.

The significant stockpile available (approximately 2 years of process plant supply) offers flexibility and low risk for future process plant production. The mine will continue to feed higher grade material in preference to low grade material and the lower grade material will be processed later in the mine life and during periods of reduced or minimal mining activity. The stockpile is reflected on the balance sheet under inventory and is reflected at the weighted average mining costs (per tonne).

Processing

During the three months ending December 31, 2025, 247,182 tonnes of ore were processed maintaining an equivalent throughput rate of 2,686 tonnes per day, at an increased mill feed grade of 3.31g/t with no significant downtime periods. The process plant gold in circuit ("GIC") increased to 5,126oz of Au due to higher grades fed at the end of month. Total gold poured was 23,719 oz, meeting guidance with a total of 91,910oz poured for 2025.

Table 2.2: Production Metrics


Units Q4 -2025 Q3 -2025 Q2 -2025 Q1 -2025 Q4 - 2024 Q3 - 2024 Q2 -2024 Q1 - 2024










Mining








Total Mined Tonnes 2,185,527 2,533,410 2,756,362 2,874,533 3,781,881 4,024,002 4,710,220 4,939,647
Waste Mined Tonnes 1,604,912 2,146,852 2,513,901 2,602,158 3,398,182 3,668,487 4,171,122 4,473,752
Ore Mined Tonnes 580,615 386,558 242,461 272,375 383,699 355,515 491,935 465,895
Grade g/t Au 1.71 2.26 3.02 2.42 2.3 2.01 1.78 2.07
Daily Total Mining Rate Tonnes/ Day 23,756 27,300 30,290 31,939 41,107 43,739 51,198 54,282
Daily Ore Mining Rate Tonnes/ Day 6,311 4,202 2,664 3,026 4,171 3,864 5,347 5,120










Stockpile








Ore Stockpiled Tonnes 1,988,488 1,650,055 1,513,957 1,509,920 1,469,370 1,332,924 1,179,693 861,254
Ore Stockpiled g/t Au 0.79 0.83 0.84 0.85 0.94 0.94 1.01 1.06
Ore Stockpiled Oz 50,213 44,069 41,092 41,399 44,300 40,392 38,298 29,264










Processing








Ore Processed Tonnes 242,182 250,459 238,425 231,825 247,075 201,958 174,000 235,933
Grade g/t Au 3.31 3.11 3.12 3.24 3.08 3.22 3.42 2.85
Recovery % 94.6 94.3 93.1 93.7 89.2 88.5 94.6 90.7
Gold Recovered Oz 24,397 23,612 22,229 22,594 21,827 18,496 18,090 19,589
Gold Poured Oz 23,719 22,617 22,784 22,790 24,662 20,110 21,742 18,543
Milling Throughput Tonnes/ Day 2,632 2,722 2,620 2,576 2,686 2,195 1,891 2,593

NON-IFRS MEASURES

This MD&A refers to certain financial measures which are not recognized under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards. These measures may differ from those made by other companies and accordingly may not be comparable to such measures as reported by other companies. These measures have been derived from the Group's consolidated financial statements because the Group believes that, with the achievement of gold production, they are of assistance in the understanding of the results of operations and its financial position.

Average realized gold price per ounce sold

The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, the average realized gold price, which takes into account the impact of gain/losses on forward sale of commodity contracts, is a metric used to better understand the gold price realized during a period. Management believes that reflecting the impact of these contracts on the Group's realized gold price is a relevant measure and increases the consistency of this calculation with our peer companies.

In addition to the above, in calculating the realized gold price, management has adjusted the revenues as disclosed in the consolidated financial statement to exclude by-product revenue, relating to silver revenue, and has reflected the by-product revenue as a credit to cash operating costs. The revenues as disclosed in the consolidated financial statements have been reconciled to the gold revenue for all periods presented.

Table 3.1: Average annual realized price per ounce sold




Three month periods ended

Year ended

Units December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 2024

Revenues $/000
108,750

69,873

82,794

64,063

65,720

325,480

193,130
Unrealized fair value movements on forward gold sale contracts $/000
-

-

-

(1,900 )
(3,302 )
(1,900 )
1,900
By product revenue $/000
(511 )
(417 )
(238 )
(280 )
(161 )
(1,446 )
(600 )
Gold revenue $/000
108,239

69,456

82,556

61,883

62,257

322,134

194,430
















Gold ounces sold Oz Au
25,830

19,650

25,900

22,750

25,790

94,130

84,965
Average realized price per ounce sold $
4,190

3,535

3,187

2,720

2,414

3,422

2,288

Cash operating cost per ounce

Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Group's performance and ability to generate operating income and cash flow from operating activities. The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors may find this information useful to evaluate the costs of production per ounce.

By product revenues are included as a credit to cash operating costs.

Table 3.2: Average annual cash operating cost per ounce of gold




Three month periods ended

Year ended

Units December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 20241

Production costs $
16,003

14,326

17,231

15,077

16,380

62,637

55,957
Transportation and refining $
390

778

810

704

683

2,682

2,305
Royalties $
821

705

724

670

225

2,920

1,156
By product revenue $
(511 )
(417 )
(238 )
(280 )
(161 )
(1,446 )
(600 )
Cash Operating costs $
16,703

15,392

18,527

16,171

17,127

66,793

58,818
















Gold ounces sold Oz Au
25,830

19,650

25,900

22,750

25,790

94,130

84,965
Cash operating cost per ounce sold $/oz
647

783

715

711

664

710

692
1 Prior year figures have been restated in connection with the reclassification on cost of sales note. Refer to note 5b of the consolidated financial statements for further details.

All-in sustaining cost per ounce

AISC provides information on the total cost associated with producing gold. The Group calculates AISC as the sum of total cash operating costs (as described above), other administration expenses and sustaining capital, all divided by the gold ounces sold to arrive at a per oz amount.

Other administration expenses include administration expenses directly attributable to the Segilola Gold Mine plus a percentage of corporate administration costs allocated to supporting the operations of the Segilola Gold Mine, which was deemed to be 33% for all periods reported below.

Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied.

Table 3.3: Average annual all-in sustaining cost per ounce of gold




Three month periods ended

Year ended

Units December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 20241

Cash operating costs2 $/000
16,703

15,392

18,527

16,171

17,127

66,793

58,818
Segilola mine - other administration expenses $/000
3,059

2,044

3,073

2,415

515

10,591

7,121
Sustaining capital3 $/000
2,103

2,637

2,104

3,035

3,461

9,879

9,006
Total all-in sustaining cost $/000
21,865

20,073

23,704

21,621

21,103

87,263

74,945
















Gold ounces sold oz Au
25,830

19,650

25,900

22,750

25,790

94,130

84,965
All-in sustaining cost per ounce sold $/oz
846

1,022

915

950

818

927

882
1 Prior year figures have been restated in connection with the reclassification on cost of sales note. Refer to note 5b of the consolidated financial statements for further details.
2 Refer to Table - 3.2 Cash operating costs.
3 Refer to Table - 3.3a Sustaining and Non-Sustaining Capital

The Group's all-in sustaining costs include sustaining capital expenditures which management has defined as those capital expenditures related to producing and selling gold from its on-going mine operations. Non-sustaining capital is capital expenditure related to major projects or expansions at existing operations where management believes that these projects will materially benefit the operations. The distinction between sustaining and non-sustaining capital is based on the Group's policies and refers to the definitions set out by the World Gold Council.

This non-IFRS Accounting Standards measure provides investors with transparency regarding the capital costs required to support the on-going operations at its operating mine, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardized meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards.

In the period, the Group fed higher grade material to the plant in preference to low grade material. Costs associated with mining the lower grade material will be deferred to when this lower grade material is processed. The Group plans to process this material later in the mine life and during periods of reduced or minimal mining activity.

Table 3.3a: Sustaining and Non-Sustaining Capital




Three month periods ended

Year ended

Units December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 2024

Property, plant and equipment additions $/000
883

1,452

995

1,647

1,800

4,977

4,016
Non-sustaining capital expenditures $/000
(40 )
(75 )
(20 )
-

403

(135 )
(42 )
Payment for sustaining leases $/000
1,260

1,260

1,129

1,388

1,258

5,037

5,032
Sustaining Capital $/000
2,103

2,637

2,104

3,035

3,461

9,879

9,006

Adjusted Net Cash

Net Cash is calculated as total debt adjusted for unamortized, deferred, financing charges less cash and cash equivalents and short-term investments at the end of the reporting period. This metric is used by management to measure the Group's debt leverage. The Group considers that in addition to conventional measures prepared in accordance with IFRS Accounting Standards, net debt is useful to evaluate the Group's performance.

Table 3.4: Net Cash/(Debt)




December
31, 2025


December
31, 2024

Deferred element of EPC contract $/000
-

(860 )
Add:




Cash $/000
137,750

12,040
Net Cash $/000
137,750

11,180
Add: Gold bullion at market value1 $/000
13,346

-
Adjusted Net Cash $/000
151,096

11,180
1 At December 31, 2025, the Group held 3,056oz of gold bullion with a market value of $4,368 per oz (December 31, 2024, $ nill) which has been included in the calculation of adjusted net cash.

Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)

EBITDA is calculated as the total earnings before interest, taxes, depreciation and amortisation. This measure helps management assess the operating performance of each operating unit.

Table 3.5: Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)




Three month periods ended

Year ended

Unit December
31, 2025

September
30, 2025

June
30, 2025

March
31, 2025

December
31, 2024

December
31, 2025

December
31, 20241

Net profit for the period $/000
66,954

43,099

51,674

34,484

33,742

196,211

91,172
Depreciation, depletion and amortization $/000
17,322

8,428

8,434

8,509

9,466

42,693

22,727
Impairment of Exploration & Evaluation assets $/000
3,107

-

-

-

-

3,107

-
Interest income $/000
510

163

-

-

-

673

-
Interest expense and loss on financial liabilities designated as at FVTPL $/000
32

103

278

617

1,848

1,030

9,473
EBITDA $/000
87,925

51,793

60,386

43,610

45,056

243,714

123,372
















Ounces sold Oz Au
25,830

19,650

25,900

22,750

25,790

94,130

84,965
EBITDA per ounce sold Oz/$
3,404

2,636

2,332

1,917

1,747

2,589

1,452
1 Prior year figures have been restated in connection with the reclassification on cost of sales note. Refer to note 5b of the consolidated financial statements for further details.

OUTLOOK AND UPCOMING MILESTONES

This Section 5 of the MD&A contains forward looking information as defined by National Instrument 51-102. Refer to Section 16 of this MD&A for further information on forward looking statements.

We are focussed on advancing the Group's strategic objectives and near-term milestones which include:

Gold Production oz 75,000 - 85,000
All-in Sustaining Cost ("AISC") US$/oz Au sold $1,000 - $1,200
Capital Expenditure US$ $5,000 - $7,000
Exploration Expenditure:

Nigeria1 US$ $9,000 - $11,000
Senegal1 US$ $10,000 - $12,000
Cote D'Ivoire1 US$ $8,000 - $10,000
1 This includes purchase of licences

SUMMARY OF QUARTERLY RESULTS

The table below sets forth selected results of operations for the Group's eight most recently completed quarters.

Table 6.1: Summary of quarterly results

$
2025 Q4
Dec 31


2025 Q3
Sep 30


2025 Q2
June 30


2025 Q1
Mar 31

Revenues
108,750

69,873

82,794

64,063
Net profit for period
66,954

43,099

51,674

34,484
Basic earnings per share (cents)
10.07

6.48

7.77

5.19
$
2024 Q4
Dec 31


2024 Q3
Sep 30


2024 Q2
June 30


2024 Q1
Mar 31

Revenues
65,720

40,222

53,876

33,312
Net profit for period
33,742

17,500

27,505

12,425
Basic earnings per share (cents)
5.14

2.67

4.19

1.93

The Group reported a net profit of $67.0 million (10.07 cents per share) for the Three month period ended December 31, 2025, as compared to a net profit of 33.7 million (5.14 cents per share) for the Three month period ended December 31, 2024. The increase in profit for the period was largely due to:

These were offset partially by:

No corporate tax was paid during the three month periods ended December 31, 2025, and 2024, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5f of the consolidated financial statements.

SELECTED ANNUAL FINANCIAL INFORMATION

The review of the results of operations should be read in conjunction with the Group's Consolidated Financial Statements and notes thereto.

Table 7.1: Selected annual information

For the year ended

December
31, 2025


December
31, 2024


December
31, 2023

Total revenues $/000
325,480

193,130

141,245
Net profit $/000
196,211

91,172

10,869
Net Profit per share (cents)






Basic Cents
29.51

14.00

1.67
Diluted Cents
29.51

13.83

1.66
Total assets $/000
407,082

279,072

259,114
Total non-current liabilities $/000
5,162

7,453

19,895

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2025, and 2024

The Group reported a net profit of $196.2 million (29.51 cents per share) for the year ended December 31, 2025, as compared to a net profit of $91.2 million (14.00 cents per share) for the year ended December 31, 2024. The increase in profit for the year was largely due to:

These were offset partially by:

No corporate tax was paid during the year ended December 31, 2025, and 2024, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5f of the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Working capital, combined with revenues and cash flows, is an important measure of the Group's liquidity and operational efficiency. The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors may find this information useful in assessing the Group's ability to meet short-term obligations and fund ongoing operations.

As at December 31, 2025, the Group had cash of $137.7 million (December 31, 2024: $12.0 million) and a working capital surplus of $164.8 million (December 31, 2024: deficit of $3.3 million).

The increase in cash from December 31, 2025, is due mainly to cash generated in operations of $185.7 million offset by cash used in investing and financing activities of $27.6 million and $32.3 million respectively.

The cash generated from operations includes $13.0 million used to build the Group's inventory balance as of December 31, 2025. This amount primarily consists of mining costs allocated to gold ore stockpiles.

WORKING CAPITAL CALCULATION

The Working Capital Calculation excludes $9.4 million of Gold Stream liabilities as at December 31, 2024, which were contingent upon the achievement of the gold sales forecast of 85,000 to 95,000 ounces for the year ended December 31, 2025. No such contingent liability existed as at December 31, 2025.

Table 8.1: Working Capital




December
31, 2025


December
31, 2024

Current Assets






Cash

137,750

12,040
Inventory

37,204

41,104
Trade and other receivables

11,711

4,561
Total Current Assets for Working Capital $/000
186,665

57,705






Current Liabilities




Accounts Payable and accrued liabilities

19,363

48,967
Deferred income

2,550

4,463
Lease Liabilities

-

4,818
Gold Stream Liability

-

9,358
Loan and other borrowings

-

860
Other financial liabilities

-

1,900

$/000
21,913

70,366
less: Current Liabilities contingent upon future gold sales $/000
-

(9,358 )






Working capital surplus/(deficit) $/000
164,752

(3,303 )

The Group's inventory is estimated to contain the following ounces of gold:

Table 8.1a: Gold inventory




December
31, 2025


December
31, 2024

Current






Gold ore in stockpile Oz Au
8,076

14,944
High grade ore Oz Au
-

1,201
Medium grade ore Oz Au
211

4,655
Low grade ore Oz Au
7,865

8,260
Gold in CIL Oz Au
5,126

4,155
Gold doré Oz Au
-

5,315
Gold bullion Oz Au
3,056

-

Oz Au
16,257

24,414
Non-Current




Gold ore in stockpile Oz Au
42,137

29,357
Low grade ore Oz Au
42,137

29,357

Oz Au
42,137

29,357

Inventory

Gold inventory is recognised in the ore stockpiles and in production inventory, comprised principally of ore stockpile and doré at site or in transit to the refinery, with a component of gold-in-circuit.

Table 8.2: Inventory




December
31, 2025


December
31, 2024

Current






Plant spares and consumables

12,163

11,123
Gold ore in stockpile

16,225

20,058
High grade ore

-

475
Medium grade ore

111

3,510
Low grade ore

16,114

16,073
Gold in CIL

5,602

4,260
Gold doré

-

5,663
Gold bullion

3,214

-

$/000
37,204

41,104
Non-current




Gold ore in stockpile

86,328

15,891
Low grade ore

86,328

15,891

$/000
86,328

15,891

Liquidity and Capital Resources

The Group has generated positive operating cash flow during Q4 2025, and the year ended December 31, 2025, and expects to continue to do so based on its production and AISC guidance. This strong operating cash flow will support regional exploration and underground expansion drilling at Segilola, planned capital expenditures and corporate overhead costs.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Group's financial instruments consist of cash, amounts receivable, accounts payable, accrued liabilities, gold stream liability, loans and other borrowings, and lease liabilities. These financial instruments are used to manage liquidity, finance operations, and mitigate financial risks. Further information on the Group's financial instruments is provided in Note 19 of the consolidated financial statements.

Fair value of financial assets and liabilities

Fair values have been determined for measurement and/or disclosure purposes. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The carrying amount for cash, amounts receivable, and accounts payable, accrued liabilities, loans and borrowings and lease liabilities on the statement of financial position approximate their fair value because of the limited term of these instruments.

Financial risk management objectives and policies

The Group has exposure to the following risks from its use of financial instruments

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 consolidated financial statements.

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 years unless otherwise stated in these notes.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. 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.

Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

Table 9.3: Financial instruments by category



December 31, 2025
December 31, 2024


Measured at amortized cost Measured at fair value through profit and loss Total
Measured at amortized cost Measured at fair value through profit and loss Total
Assets







Cash and cash equivalents
137,750 - 137,750
12,040 - 12,040
Trade and other receivables
402 - 402
377 - 377
Total assets
138,152 - 138,152
12,417 - 12,417









Liabilities







Accounts payable and accrued liabilities
19,363 - 19,363
48,967 - 48,967
Lease liabilities
2,595 - 2,595
7,210 - 7,210
Loans and borrowings
- - -
860 - 860
Gold stream liability
- - -
- 9,358 9,358
Other liabilities
- - -
- 1,900 1,900
Total liabilities
21,958 - 21,958
57,037 11,258 68,295

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account the Group's holdings of cash. The Group's cash is held in business accounts and are available on demand.

In the normal course of business, the Group enters into contracts and performs business activities that give rise to commitments for future minimum payments.

The following tables summarize the Group's significant remaining contractual maturities for financial liabilities at December 31, 2025, and December 31, 2024. The tables show projected cashflows including interest payments.

Table 9.4: Contractual maturity analysis

Contractual maturity analysis as at December 31, 2025


Less than
3 months
$


3 - 12
Months
$


1 - 5
Year
$


Longer than
5 years
$


Total
$

Accounts payable and accrued liabilities
19,363

-

-

-

19,363
Lease liabilities
1,214

1,618

48

-

2,878


20,577

1,618

48

-

22,241
Contractual maturity analysis as at December 31, 2024


Less than
3 months
$


3 - 12
Months
$


1 - 5
Year
$


Longer than
5 years
$


Total
$

Accounts payable and accrued liabilities
47,684

1,283

-

-

48,967
Lease liabilities
1,214

3,641

2,427

-

7,282
Gold stream liability
6,534

3,447

-

-

9,981
Loans and borrowings
-

932

-

-

932
Other liabilities
1,900







1,900


57,332

9,303

2,427

-

69,062

Credit risk

Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations.

The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At December 31, 2025, 0.1% of the Group's cash balances were invested in AAA rated financial institutions (2024: 1%), 84.98% in AA rated financial institutions (2024: 77%), 0.22% in AA- rated financial institutions (2024: 1%), 0.0% in A rated financial institutions (2024: 1%), 0.89% in A- rates financial institutions (2024: 3%), 13.82% in BBB rated financial institutions (2024: nil) and 0.05% in B- rated institutions (2024: 0%).

The Group sells its gold to large international organizations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at December 31, 2025 is considered to be negligible.

Market risk

The Group is subject to normal market risks including fluctuations in foreign exchange rates and interest rates. While the Group manages its operations in order to minimize exposure to these risks, the Group has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure.

Foreign currency risk

The Group's primary operations are in Nigeria, Senegal and Cote D'Ivoire. Revenues generated and expenditures incurred are primarily denominated in United States Dollars.

Although the Group does not enter into currency derivative financial instruments to manage its exposure, the Group tries to manage this risk by maintaining most of its cash in United States dollars.

DISCLOSURE OF OUTSTANDING SHARE DATA

At December 31, 2025, there were 665,297,482 common shares issued and no outstanding stock options.

Authorized Common Shares

Table 14.1: Common shares issued


December 31, 2025 December 31, 2024
Common shares issued 665,297,482 657,064,724

Stock Options

There were no stock options that were outstanding at December 31, 2025, and as at the date of this report.

No options were issued during the three months period ended December 31, 2025 and year ended December 31, 2025.

Audited Financial Results for the Year Ended 31 December 2025

THOR EXPLORATIONS LTD.














CONSOLIDATED STATEMENTS OF FINANCIAL POSITION





In Thousands of United States dollars









December 31,

December 31,

Note
2025
$'000


2024
$'000









ASSETS






Current assets






Cash

137,750

12,040
Inventory 6
37,204

41,104
Trade and other receivables 7
11,711

4,561
Total current assets

186,665

57,705
Non-current assets




Inventory 6
86,328

57,124
Trade and other receivables 7
223

208
Right-of-use assets 8
5,422

7,302
Property, plant and equipment 12, 13
67,995

116,010
Intangible assets 12, 13
60,449

40,723
Total non-current assets

220,417

221,367
TOTAL ASSETS

407,082

279,072






LIABILITIES




Current liabilities




Accounts payable and accrued liabilities 14
19,363

48,967
Lease liabilities 8
2,550

4,818
Deferred revenue 15
-

4,463
Gold stream liability 9
-

9,358
Loans and other borrowings 10
-

860
Other financial liabilities

-

1,900
Total current liabilities

21,913

70,366
Non-current liabilities




Lease liabilities 8
45

2,392
Provisions 11
5,117

5,061
Total non-current liabilities

5,162

7,453
TOTAL LIABILITIES

27,075

77,819






SHAREHOLDERS' EQUITY




Common shares 16
83,106

81,633
Option reserve 16
-

1,920
Currency translation reserve 16
(4,247 )
(3,873 )
Retained earnings 16
301,148

121,573
Total shareholders' equity

380,007

201,253
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
407,082

279,072

Contractual commitments and contingent liabilities (Note 21)

These consolidated financial statements were approved for issue by the Board of Directors on April 8, 2026, and are signed on its behalf by:

(Signed) "Adrian Coates" (Signed) "Olusegun Lawson"
Director Director

The accompanying notes are an integral part of these consolidated financial statements.

THOR EXPLORATIONS LTD.














CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME





FOR THE YEARS ENDED DECEMBER 31,






In Thousands of United States dollars, except per share amounts













2025

2024

Note
$'000

$'000
















Revenue 5a
325,480

193,130






Cost of sales 5b
(110,316 )
(80,946 )






Gross profit from operations

215,164

112,184






Depreciation, depletion and amortization - other assets 5c
(616 )
(1,199 )
Other administration expenses 5d
(14,873 )
(10,340 )
Profit from operations

199,675

100,645






Interest Income

673

-
Interest expense 5e
(455 )
(5,497 )
Net loss on financial liabilities designated as at FVTPL 5e
(575 )
(3,976 )
Impairment of Exploration & Evaluation assets 13
(3,107 )
-
Net profit before income taxes

196,211

91,172






Income Tax 5f
-

-






Net profit for the year

196,211

91,172






Attributable to:




Equity shareholders of the Company

196,211

91,172
Net profit for the year

196,211

91,172






Other comprehensive profit




Foreign currency translation loss attributed to equity shareholders of the Company

(374 )
(2,255 )






Total comprehensive income for the year

195,837

88,917






Net profit per share, stated in US$ per share




Basic and Diluted 17 $ 0.30
$ 0.14

The accompanying notes are an integral part of these consolidated financial statements.

THOR EXPLORATIONS LTD.














CONSOLIDATED STATEMENTS OF CASH FLOWS






FOR THE YEARS ENDED DECEMBER 31,






In Thousands of United States dollars

















Note
2025
$'000


2024
$'000









Cash flows from/(used in):














Operating activities






Net profit

196,211

91,172
Adjustments for:




Impairment of Exploration & Evaluation assets 13
3,107

-
Depreciation, depletion and amortization 5b, 5c
42,693

22,727
Unrealized Foreign exchange losses/(gains)

62

773
Unrealized fair value movements on forward gold sale contracts 5
(1,900 )
1,900
Interest expense 5
455

5,497
Net loss on financial liabilities designated as at FVTPL 5
575

3,976



241,203

126,045






Changes in non-cash working capital accounts




Inventory 5b
(13,013 )
(30,580 )
Trade and other receivables

(7,166 )
3,383
Accounts payable and accrued liabilities

(30,896 )
(29,711 )
Deferred income

(4,463 )
(7,376 )
Net cash flows from operating activities

185,665

61,761












Investing




Purchase of intangible assets 13
(15 )
(80 )
Property, plant and equipment 12
(4,977 )
(4,016 )
Exploration & Evaluation acquisitions and expenditures 13
(22,613 )
(8,770 )
Net cash flows used in investing activities

(27,605 )
(12,866 )






Financing




Share subscriptions received 16
760

142
Dividends paid 16
(17,184 )
-
Repayment of loans and borrowings 9,10
(10,793 )
(37,841 )
Interest paid 9,10
-

(1,970 )
Payment of lease liabilities 8
(5,037 )
(5,032 )
Net cash flows used in financing activities

(32,254 )
(44,701 )
Effect of exchange rates on cash

(96 )
6






Net change in cash

125,710

4,200






Cash, beginning of the period

12,040

7,840






Cash, end of the period

137,750

12,040






Supplemental Cash Flow Information (Note 23)




The accompanying notes are an integral part of these consolidated financial statements.

THOR EXPLORATIONS LTD.
































CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY












In Thousands of United States dollars

































Note
Common
shares


Option
reserve


Currency
translation
reserve


(Deficit)/
Retained earnings


Total
shareholders' equity


















Balance on January 01, 2024
$ 81,491
$ 1,968
$ (1,618 ) $ 30,353
$ 112,194
Net profit for the period

-

-

-

91,172

91,172
Other comprehensive income

-

-

(2,255 )
-

(2,255 )
Total comprehensive profit for the year

-

-

(2,255 )
91,172

88,917
Contributions by and distributions
to owners











Options exercised 16
142

(48 )
-

48

142












Balance on December 31, 2024
$ 81,633
$ 1,920
$ (3,873 ) $ 121,573
$ 201,253
Net profit for the period

-

-

-

196,211

196,211
Other comprehensive income

-

-

(374 )
-

(374 )
Total comprehensive profit for the year

-

-

(374 )
196,211

195,837
Contributions by and distributions
to owners











Options exercised 16
1,473

(1,920 )
-

1,207

760
Dividends 16
-

-

-

(17,843 )
(17,843 )
Balance on December 31, 2025
$ 83,106
$ -
$ (4,247 ) $ 301,148
$ 380,007

The accompanying notes are an integral part of these consolidated financial statements.

  1. CORPORATE INFORMATION
  1. BASIS OF PREPARATION
  1. MATERIAL ACCOUNTING POLICY INFORMATION
  1. Consolidation principles
  1. Details of the Group
Company Location Incorporated Interest Functional currency
Thor Investments (BVI) Ltd. ("Thor BVI") British Virgin Islands September 30, 2011 100% USD
African Star Resources Incorporated ("African Star") British Virgin Islands September 30, 2011 100% USD
Segilola Resources Incorporated ("SR BVI") British Virgin Islands March 10, 2020 100% USD
Ngnira Resources Incorporated ("Ngnira BVI") British Virgin Islands July 07, 2025 100% USD
Thor Gold Ventures Ltd ("THX GV") United Kingdom February 11, 2024 100% GBP
African Star Resources SARL ("African Star SARL") Senegal July 14, 2011 100% USD
Argento Exploration BF SARL
("Argento BF SARL")
Burkina Faso September 15, 2010 100% CFA
AFC Constelor Panafrican Resources SARL ("AFC Constelor SARL") Burkina Faso December 9, 2011 100% CFA
Segilola Resources Operating Limited
("SROL")
Nigeria August 18, 2016 100% USD
Segilola Gold Limited ("SGL") Nigeria August 18, 2016 100% NGN
Newstar Minerals Limited ("Newstar") Nigeria July 5, 2022 100% USD
Enorm Mining Limited ("Enorm") Nigeria August 20, 2024 51% USD
Ngnira Gold SARL ("Ngnira") Cote D'Ivoire April 22, 2024 100% USD
Teranga Exploration (Ivory Coast) SARL ("Teranga") Cote D'Ivoire September 22, 2016 100% USD
  1. Foreign currency translation
  1. Financial instruments
  1. Property, plant and equipment
Estimated useful lives of asset categories Rate
Motor vehicles 20-33%
Plant and machinery 20-25%
Office furniture 20-33%
  1. Exploration and evaluation expenditures
  1. Impairment of non-current assets
  1. Income Tax Accounting Policy
  1. Revenue recognition
  1. Royalties
  1. Inventory
  1. Basic and diluted income or loss per share
  1. Comprehensive income (loss)
  1. Share-based payments
  • Exercise price
  • Expected life of the award
  • Expected volatility
  • Current market price of the underlying shares
  • Risk-free interest rate
  1. Decommissioning, site rehabilitation and environmental costs
  1. Leases
  1. Contingent liabilities
  1. Dividends
  1. Application of new and revised International Financial Reporting Standards
  1. Standards issued but not yet effective
  1. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The Group makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in net and/or comprehensive loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

5. PROFIT FROM OPERATIONS

5a. REVENUE


Year Ended
December 31,



2025

2024
Gold revenue
322,134

194,430
Silver revenue
1,446

600
Unrealized fair value movements on forward gold sale contracts
1,900

(1,900 )

$ 325,480
$ 193,130

5b. COST OF SALES


Year Ended
December 31,



2025

2024
Mining
24,161

28,209
Processing
29,124

23,019
Support services and others
9,217

5,813
Foreign exchange gains on production costs
135

(1,084 )
Production costs
62,637

55,957
Transportation and refining
2,682

2,305
Royalties
2,920

1,156
Depreciation, depletion and amortization - operational assets
42,077

21,528
Cost of sales
110,316

80,946

The Group identified a presentation reclassification within certain prior year cost of sales categories. Comparative amounts have been re-presented to reflect the appropriate presentation, with the following effect:



December 31, 2024

Adjustment

December 31, 2024


(reported)




(Adjusted)
Mining
17,984

10,225

28,209
Processing
23,257

(238 )
23,019
Depreciation, depletion and amortization - operational assets
31,515

(9,987 )
21,528

The above adjustments resulted in the following changes in the prior year consolidated statement of cash flows and had no impact on the consolidated statement of financial position:



December 31, 2024

Adjustment

December 31, 2024


(reported)




(Adjusted)
Depreciation, depletion and amortization
32,714

(9,987 )
22,727
Operating activities before changes in non-cash working capital accounts
136,032

(9,987 )
126,045
Changes in inventory
(40,567 )
9,987

(30,580 )

5c. AMORTIZATION AND DEPRECIATION


Year Ended
December 31,



2025

2024
Depreciation, depletion and amortization - operational assets
42,077

21,528
Depreciation, depletion and amortization - other assets
616

1,199

$ 42,693
$ 22,727

5d. OTHER ADMINISTRATION EXPENSES


Year Ended
December 31,



2025

2024
Employee compensation
3,909

3,439
Professional services
2,500

1,725
Pioneer service charge
3,075

1,283
Other corporate expenses
5,389

3,893

$ 14,873
$ 10,340

5e. INTEREST EXPENSE AND NET LOSS ON FINANCIAL LIABILITIES DESIGNATED AS AT FVTPL



Year Ended
December 31,

Note 2025 2024
Interest on leases 8 403 757
Interest on provisions 11 52 54
Interest on loan from the Africa Finance Corporation 10 - 4,100
Interest on deferred element of EPC contract 10 - 446
Other
- 140
Interest expense
455 5,497




Fair value movements on gold stream liability 9 575 3,976
Net loss on financial liabilities designated as at FVTPL
575 3,976

5f. INCOME TAX

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2024 - 27%) to the effective tax rate is as follows:


Year Ended
December 31,



2025

2024
Profit before income taxes
199,317

91,170
Expected income tax (recovery) expense
53,816

24,616
Effect of differences in tax rates globally1
6,650

3,188
Mining convention benefits2
(67,759 )
(31,515 )
Nigerian education tax
6,088

2,865
Non-deductible expenses
3

-
Change in tax benefits not recognized
1,202

846
Income tax credit/(charge) $ -

-
1 Rate differential reflects the difference between tax expense calculated at the domestic tax rate of 27%, and the tax expense/(recovery) calculated using the statutory tax rate applicable to each entity, of which some are in low tax rate jurisdictions.
2 The Group benefits from a tax holiday at its Segilola mine as detailed below.


December 31, 2025 December 31, 2024
Property, plant & equipment (4) (6)
Unrealized losses from revaluation of assets 285 226
Share issuance costs - 3
Canadian development expenses 5 7
Non-capital losses carried forward 23,089 21,545
Net capital tax losses carried forward 28 28
Other temporary differences - 397

23,403 22,200
  1. INVENTORY

December 31, 2025 December 31, 2024
Current:

Plant spares and consumables 12,163 11,123
Gold ore in stockpile 16,225 20,058
Gold in CIL 5,602 4,260
Gold doré - 5,663
Gold Bullion 3,214 -

37,204 41,104
Non-current:

Gold ore in stockpile 86,328 57,124

86,328 57,124
  1. TRADE AND OTHER RECEIVABLES


December 31,
2025
December 31, 2024
Current:


Advance deposits to vendors
5,067 1,654
Prepaid expenses
2,950 1,991
Other receivables
402 377
Other prepayments
3,292 539

$ 11,711 4,561
Non-current:


Deposits
223 208

$ 223 208
  1. LEASES

Right-of-use asset Lease liability Income statement
Carrying value January 1, 2025 7,302 (7,210)



Depreciation (1,901) - (1,901)
Interest - (403) (386)
Lease payments - 5,037 -
Foreign exchange movement 21 (19) (36)



Carrying value at December 31, 2025 5,422 (2,595) (2,323)



Current liability
(2,550)
Non-current liability
(45)

The key impacts on the consolidated statements of comprehensive income and the Statement of Financial Position for the year ended December 31, 2024, were as follows:


Right-of-use asset Lease liability Income statement
Carrying value January 1, 2024 12,096 (11,490)




Depreciation (4,788) - (4,788)
Interest - (757) (757)
Lease payments - 5,032 -
Foreign exchange movement (6) 5 5




Carrying value at December 31, 20241 7,302 (7,210) (5,540)




Current liability
(4,818)
Non-current liability
(2,392)

During the year ended 31 December 2025, the Group changed the depreciation method applied to mining fleet right-of-use assets from a straight-line basis to a units-of-production basis. This change has been applied retrospectively and is further described in note 12.

  1. GOLD STREAM LIABILITY

Gold stream liability


December 31, 2025 December 31, 2024
Balance at beginning of period 9,358 20,043
Repayments (9,933) (14,661)
Fair value movements 575 3,976
Balance at end of period - 9,358
Current liability - 9,358
Non-current liability - -
  1. LOANS AND BORROWINGS


December 31,
2025
Total


December 31,
2024
Total

Balance at beginning of period $ 860
$ 3,405
Offset against EPC payment
-

-
Principal repayments
(860 )
(2,860 )
Interest paid
-

(131 )
Unwinding of interest in the period
-

446
Balance period end $ -
$ 860
Current liability
-

860
Non-current liability
-

-
  1. PROVISIONS
December 31, 2025
Other

Fleet demobilization costs

Restoration costs

Total
Balance at beginning of period $ 19
$ 173
$ 4,869
$ 5,061
Unwinding of discount of
-

-

52

52
Foreign exchange movements e
4

-

-

4
Balance at period end $ 23
$ 173
$ 4,921
$ 5,117
Current liability
-

-

-

-
Non-current liability
23

173

4,921

5,117
December 31, 2024
Other

Fleet demobilization costs

Restoration costs

Total
Balance at beginning of period $ 20
$ 173
$ 4,815
$ 5,008
Unwinding of discount of
-

-

54

54
Foreign exchange movements e
(1 )
-

-

(1 )
Balance at period end $ 19
$ 173
$ 4,869
$ 5,061
Current liability
-

-

-

-
Non-current liability
19

173

4,869

5,061
  1. PROPERTY, PLANT AND EQUIPMENT



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January 1, 2024 Adjustment January 1, 2024

(reported)
(Adjusted)
Property Plant and Equipment


Cost


Segilola mine depletable 194,326 (4,485) 189,841




Intangible assets


Gold exploration licenses 4,050 4,485 8,535

December 31, 2024 Adjustment December 31, 2024

(reported)
(Adjusted)
Property Plant and Equipment


Cost


Segilola mine depletable 198,300 (4,485) 193,815




Intangible assets


Gold exploration licenses 7,449 4,485 11,934
  1. INTANGIBLE ASSETS

The Group's intangible assets costs are as follows:



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  1. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

December 31,
2025
December 31,
2024
Trade payables 891 44,367
Accrued liabilities 13,247 3,146
PSI service charge accrual 4,358 1,283
Dividends payable (Note 16) 659 -
Other payables 208 171

19,363 48,967
  1. DEFERRED REVENUE

December 31,
2025
December 31,
2024



Deferred revenue - 4,463
  1. CAPITAL AND RESERVES


December 31,
2025
Number


December 31,
2025
$


December 31,
2024
Number


December 31,
2024
$

As at start of the year
657,064,724

81,633

656,064,724

81,491
Issue of new shares:







- Share options exercised
8,232,758

1,473

1,000,000

142


665,297,482

83,106

657,064,724

81,633



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The following is a summary of changes in options from January 1, 2024, to December 31, 2024, and the outstanding and exercisable options at December 31, 2024:



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  1. EARNINGS PER SHARE

Diluted earnings per share was calculated based on the following:


December 31,
2025
December 31, 2024
Basic weighted average number of shares outstanding 664,936,594 656,171,573
Stock options - 3,044,459
Diluted weighted average number of shares outstanding 664,936,594 659,216,032



Total common shares outstanding 665,297,482 657,064,724
Total potential diluted common shares 665,297,482 670,104,724
  1. RELATED PARTY DISCLOSURES


Year Ended December 31,



2025

2024
Salaries and bonuses






Current officers (i) (ii) $ 2,113
$ 1,487
Directors' salaries, bonuses and fees




Adrian Coates (i) (ii)
155

144
Collin Ellison (i) (ii)
94

87
Folorunso Adeoye (i) (ii)
92

84
Franklin Edochie (i) (ii)
-

-
Julian Barnes (i) (ii)
95

87
Kayode Aderinokun (i) (ii)
87

80
Osam Iyahen (i) (ii)
-

-
Segun Lawson (i) (ii)
1,085

705

(i) Key management personnel were not paid post-employment benefits, termination benefits, or other long-term benefits during the years ended December 31, 2025, and 2024.
(ii) The Group paid consulting and director fees to both individuals and private companies controlled by directors and officers of the Group for services. Accounts payable and accrued liabilities at December 31, 2025, include $92 thousand (December 31, 2024 - $85 thousand) due to directors or private companies controlled by an officer and director of the Group. Amounts due to or from related parties are unsecured, non-interest bearing and due on demand.

19. FINANCIAL INSTRUMENTS

December 31, 2025 Measured at amortized cost Measured at fair value through profit and loss Total
Assets
Cash
137,750

-

137,750
Trade and other receivables
402

-

402
Total assets
138,152

-

138,152







Liabilities





Accounts payable and accrued liabilities
19,363

-

19,363
Lease liabilities
2,595

-

2,595
Total liabilities
21,958

-

21,958
December 31, 2024 Measured at amortized cost Measured at fair value through profit and loss Total
Assets
Cash and cash equivalents
12,040

-

12,040
Trade and other receivables
377

-

377
Total assets
12,417

-

12,417







Liabilities





Accounts payable and accrued liabilities
48,967

-

48,967
Loans and borrowings
860

-

860
Gold stream liability
-

9,358

9,358
Lease liabilities
7,210

-

7,210
Other financial liabilities
-

1,900

1,900
Total liabilities
57,037

11,258

68,295

December 31,
2025
December 31,
2024
Cash 137,750 12,040
Trade and other receivables 402 377
Total 138,152 12,417
Contractual maturity analysis as at December 31, 2025


Less than
3 months
$


3 - 12
Months
$


1 - 5
Year
$


Longer than
5 years
$


Total
$

Accounts payable and accrued liabilities
19,363

-

-

-

19,363
Lease liabilities
1,214

1,618

48

-

2,878


20,577

1,618

48

-

22,241

Contractual maturity analysis as at December 31, 2024


Less than
3 months
$


3 - 12
Months
$


1 - 5
Year
$


Longer than
5 years
$


Total
$

Accounts payable and accrued liabilities
47,684

1,283

-

-

48,967
Lease liabilities
1,214

3,641

2,427

-

7,282
Gold stream liability
6,534

3,447

-

-

9,981
Loans and borrowings
-

932

-

-

932
Other liabilities
1,900

-

-

-

1,900


57,332

9,303

2,427

-

69,062



Functional Currency





US dollar

Pound Sterling

Nigerian
Naira


West
African
Franc


Total
Currency of net
monetary
asset/(liability)

December 31, 2025
USD


December 31, 2025
USD


December 31, 2025
USD


December 31, 2025
USD


December 31, 2025
USD

Canadian dollar
(796 )
-

-

-

(796 )
US dollar
118,438

1

-

-

118,439
Pound Sterling
1,206

(12 )
-

-

1,194
Nigerian Naira
(2,820 )
-

-

(35 )
(2,855 )
West African Franc
262

-

83

-

345
Euro
(23 )
-

-

-

(23 )
Australian dollar
(110 )
-

-

-

(110 )
Total
116,157

(11 )
83

(35 )
116,194

The following table shows the currency of net monetary assets and liabilities by functional currency of the underlying companies for the year ended December 31, 2024:




Functional Currency





US dollar

Pound Sterling

Nigerian
Naira


West
African
Franc


Total
Currency of net
monetary
asset/(liability)

December 31, 2024
USD$


December 31, 2024
USD$


December 31, 2024
USD$


December 31, 2024
USD$


December 31, 2024
USD$

Canadian dollar
(240 )
-

-

-

(240 )
US dollar
(52,645 )
-

-

-

(52,645 )
Pound Sterling
(216 )
-

-

-

(216 )
Nigerian Naira
(2,637 )
-

(35 )
-

(2,672 )
West African Franc
49

-

-

83

132
Euro
(407 )
-

-

-

(407 )
Australian dollar
(82 )
-

-

-

(82 )
Total
(56,178 )
-

(35 )
83

(56,130 )

The following table discusses the Group's sensitivity to a 5% increase or decrease in the United States Dollar against the Nigerian Naira:

December 31, 2025
United States
Dollar
Appreciation
By 5%
United States
Dollar
Depreciation
By 5%
Comprehensive income (loss)


Financial assets and liabilities
134 (134)
December 31, 2024


Comprehensive income (loss)


Financial assets and liabilities
126 (126)

20. CAPITAL MANAGEMENT

21. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES

22. SEGMENTED DISCLOSURES

December 31, 2025
Segilola Mine Project

Exploration Projects

Corporate

Total
Current assets
120,793

3,373

62,499

186,665













Non-current assets











Inventory
86,328

-

-

86,328
Trade and other receivables
-

-

223

223
Right-of-use assets
5,203

-

219

5,422
Property, plant and equipment
67,551

408

36

67,995
Intangible assets
62

60,387

-

60,449
Total assets
279,937

64,168

62,977

407,082
Non-current asset additions
4,857

22,495

-

27,352
Liabilities
(25,392 )
(218 )
(1,465 )
(27,075 )
Profit (loss) for the period
203,249

(3,107 )
(3,931 )
196,211
- revenue
325,480

-

-

325,480
- cost of sales
(110,316 )
-

-

(110,316 )
- impairment
-

(3,107 )
-

(3,107 )
- other administration expenses
(8,482 )
-

(6,391 )
(14,873 )
- interest expense and loss on liabilities designated as at FVTPL
(1,030 )
-

-

(1,030 )

Non-current assets by geographical location:

December 31, 2025
Senegal

Cote D`Ivoire

Nigeria

United Kingdom

Total
Inventory
-

-

86,328

-

86,328
Trade and other receivables
-

-

-

223

223
Right-of-use assets
-

-

5,203

219

5,422
Property, plant and equipment
387

-

67,572

36

67,995
Intangible assets
34,213

4,163

22,073

-

60,449
Total non-current assets
34,600

4,163

181,176

478

220,417
December 31, 2024
Segilola Mine Project

Exploration Projects

Corporate

Total
Current assets
56,349

325

1,031

57,705









Non-current assets







Inventory
57,124

-

-

57,124
Trade and other receivables
-

-

208

208
Right-of-use assets
6,952

-

350

7,302
Property, plant and equipment
115,507

427

76

116,010
Intangible assets
134

40,589

-

40,723
Total assets
236,066

41,341

1,665

279,072
Non-current asset additions
4,054

8,671

-

12,725
Liabilities
(76,347 )
(178 )
(1,294 )
(77,819 )
Profit (loss) for the period
96,111

(121 )
(4,818 )
91,172
- revenue
193,130

-

-

193,130
- cost of sales
(80,946 )
-

-

(80,946 )
- other administration expenses
(5,595 )
(120 )
(4,625 )
(10,340 )
- interest expense and loss on liabilities designated as at FVTPL
(9,473 )
-

-

(9,473 )

Non-current assets by geographical location:

December 31, 2024
Senegal

British Virgin Islands

Nigeria

United Kingdom

Total
Inventory
-

-

57,124

-

57,124
Trade and other receivables
-

-

-

208

208
Right of use assets
-

-

6,952

350

7,302
Property, plant and equipment
401

-

115,533

76

116,010
Intangible
25,096

589

15,038

-

40,723
Total non-current assets
25,497

589

194,647

634

221,367

23. SUPPLEMENTAL CASH FLOW INFORMATION


Year Ended
December 31,



2025

2024
Non-cash items:





Exploration & Evaluation assets expenditures
8

29
Change in accounts payable and accrued liabilities
relating to loans and borrowings repayments

-

2,302

24. SUBSEQUENT EVENTS

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. WIRE SERVICES

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