Company Registration No. 09837001

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

COMPANY INFORMATION

Directors Theo Botoulas (appointed 16 May 2025)

Jason Brewer (appointed 9 November 2023)

Sean Heathcote (appointed 9 November 2023)

Bongani Raziya (appointed 9 November 2023)

Charles Tatnall

Jackline Muchai (appointed 9 November 2023)

James Longley

Quinton van der Burgh (appointed 3 March 2024, resigned 3 July 2025)

Company number 09837001 incorporated in England and Wales

Company Secretary Cargil Management Services Limited

27-28, Eastcastle Street

London

W1W 8DH

Registered Office 27-28 Eastcastle Street

London

W1W 8DH

Independent Auditor Moore Kingston Smith LLP

6th Floor

9 Appold Street

London

EC2A 2AP

Registrar Share Registrars Ltd

The Courtyard

17 West Street

Farnham

Surrey

GU9 7DR

Legal Adviser to the DMH Stallard LLP

Company 6 New Street Square

London

EC4A 3BF

Joint Brokers to the Shore Capital Limited

Company 57 St. James’s Street

London

SW1A 1LD

CMC Markets UK Plc

133 Houndsditch

London

ECZA 7BY

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Contents

CHAIRMAN’S STATEMENT 4

STRATEGIC REPORT 10

DIRECTORS' REPORT 34

DIRECTORS’ REMUNERATION REPORT 39

AUDIT COMMITTEE REPORT 46

CORPORATE GOVERNANCE REPORT 48

INDEPENDENT AUDITOR’S REPORT 54

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 63

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 64

PARENT COMPANY STATEMENT OF FINANCIAL POSITION 65

CONSOLIDATED STATEMENT OF CASH FLOWS 66

PARENT COMPANY STATEMENT OF CASH FLOWS 67

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 68

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY 70

NOTES TO THE FINANCIAL STATEMENTS 71

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT

FOR THE YEAR TO 30 SEPTEMBER 2024

I am pleased to report a year of significant progress and strategic transformation for Neo

Energy Metals PLC (the "Company" or "NEO"), both at the corporate and operational level in

the United Kingdom and South Africa where several major milestones have been achieved.

However, whilst I am pleased with this progress, it is disappointing that the Company’s

trading on the London Stock Exchange has been suspended for a prolonged period of time,

subsequent to the year end. This is due to a delay in the resignation of the previous auditors

and the appointment of the current auditors, in addition to the complexity surrounding the

reverse acquisition as detailed in note 5. This is a lesson for all involved in the Company,

and one that cannot be repeated.

The main highlight over the period was the approval and publication of the Company’s

Prospectus by the Financial Conduct Authority (“FCA”) in October 2023.

The Prospectus set out the proposed acquisition of Mayflower Energy Metals Limited, which

indirectly owned 50.1% of the share capital of Desert Star Trading 130 Proprietary Limited,

the legal and beneficial owner of a uranium prospecting right NC30/5/1/1/2/11918 in the

Northern Cape of the Republic of South Africa commonly known as the Henkries Uranium

Project.

The acquisition of Mayflower Energy Metals Limited provided the Company with the

opportunity to secure an interest in a high-grade uranium project where independent

geological consultants had identified the potential to increase ore resources through the

evaluation of identified exploration targets close to existing resources, and to further

advance the Henkries Uranium Project towards production within a short period of time.

I believed that by securing a majority interest in a uranium project such as the Henkries

Uranium Project, that has been subject to extensive historical exploration activities, as well

as a feasibility study, represents a significant opportunity for the Company’s stakeholders

to gain exposure to the uranium exploration and mining sector and to South Africa’s mining

sector.

The acquisition of Mayflower Energy Metals Limited constituted a Reverse Takeover under

the Listing Rules since, as in substance, it resulted in a fundamental change in its business.

Accordingly, the acquisition of Mayflower Energy Metals Limited was subject to shareholder

approval, which was received at a General Meeting held on 1 November 2023. At the General

Meeting shareholders also approved the change of the Company’s name from Stranger

Holdings PLC to Neo Energy Metals PLC.

On 9 November 2023, the Company successfully completed its readmission to trading on

the Main Market of the London Stock Exchange following commitments received for a £4.9

million capital raise (gross of fees and costs) through a placing and subscription of shares

at 0.75 pence and 1.25 pence per Ordinary Share. On 10 November 2023, the Company

successfully raised a further £0.5 million through a fully subscribed private placement at

1.25 pence.

The acquisition of an interest in the Henkries Uranium Project was intended to be the first

phase of a strategy to establish a portfolio of advanced and producing uranium assets

focussing on known and geologically proven energy metal bearing regions in Africa.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

I am very pleased to report that this strategy was successfully advanced further by the Board

and Executive Management during the period, and subsequent to the end of this period, with

the announcement of three conditional acquisition agreements entered into in respect to:

(i) the Beisa North and Beisa South Uranium and Gold Projects on 13 August 2024;

(ii) the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, the

processing plant complex and associated infrastructure on 9 December 2024; and

(iii) the Henkries South Uranium Project on 14 October 2024, all of which are located in

South Africa.

These conditional acquisition agreements are firmly in line with the Company’s strategy and

I am of the opinion that they are going to be transformational for the Company.

Specifically, these conditional acquisition agreements included:

Beisa North and Beisa South Uranium and Gold Projects:

 Agreement signed with Sunshine Mineral Reserve (Pty) Limited;

 Contains one of the largest undeveloped uranium resources in South Africa;

 Located in the Witwatersrand Basin, South Africa's primary producing uranium region

with over 70 years of continuous uranium production;

 Comprises two granted Prospecting Rights, which extend over an area of approximately

80 km

and are located immediately north and south of the previous producing high-

grade Beisa Uranium Mine and existing Beatrix 4 Shaft, processing plant and associated

infrastructure; and

 Contain SAMREC Code compliant Total Inferred Resources of 90.24 Mlbs of U₃O₈ and

4.17 Mozs of gold.

Beisa Uranium and Gold Mine and Beatrix 4 Complex:

 Agreement signed with Sibanye-Stillwater Limited;

 Sibanye-Stillwater to become the Company's largest shareholder with up to an

approximate 40% shareholding;

 Sibanye-Stillwater to have the right to appoint an initial two representatives to the

Company's Board and have the right to a pro rata right of first refusal in respect of any

proposed new issuance by the Company of new shares to ensure it maintains its

strategic shareholding in the Company;

 The Beisa Uranium and Gold Mine is situated between, and adjoins, the Beisa North and

Beisa South Uranium Projects;

 Operations commenced at the Beisa Uranium and Gold Mine in the early 1980s and both

uranium and gold were produced from the Beatrix 4 Shaft Complex and adjoining

processing facilities up until the facilities being placed on care and maintenance in late

2023;

 The Beatrix 4 Shaft Complex is fully permitted, with all licences, permits and

authorisations to be transferred to the Company's operating subsidiary ahead of

operations recommencing; and

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

 Contain SAMREC Code compliant measured and indicated resources of 26.9Mlbs of

U₃O₈ and 1.2Mozs of gold.

Henkries South Uranium Project:

 Agreement signed with Eagle Uranium SA (Pty) Ltd;

 Located immediately south of and is contiguous to the Company's existing Henkries

Uranium Project;

 Comprises one granted Prospecting Licence that extends over approximately 1,050km

;

 More than doubles the Company's strategic landholding in the uranium prospective

region from 742km

to almost 1,800km

; and

 Contains multiple radioactive anomalies and given the extent of these radiometric

anomalies, these targets are expected to add significantly to the resource potential at

the Henkries Uranium Project as further future resource drilling and metallurgical test

work is completed.

Over the past year, shareholders have seen a significant change in the Company’s Board

and Executive Management, and we have further strengthened our corporate and technical

capabilities, as a result of both the acquisition of Mayflower Energy Metals Limited and

following the announcements for the three conditional acquisition agreements. There were

several key appointments made during the period and subsequent to the year end. On 9

November 2023, Sean Heathcote was appointed as Chief Executive Officer, and myself,

Jackline Muchai and Bongani Raziya as Non-Executive Chairman and Non-Executive

Directors respectively. The Company also appointed Andrew Searle as Chief Financial

Officer.

Subsequent to the year end, it was agreed that I would assume more executive management

responsibilities from 25 March 2024, given the material increase in the Company’s

activities, and my broad mining and mining finance experience here in Africa. We also

announced that Theo Botoulas would assume the Chief Executive Officer role in South

Africa, with Sean Heathcote assuming the role of an Executive Technical Director.

Given that our key assets are all located in South Africa, it was considered important for the

Company to have a presence in the country’s capital and financial markets and therefore a

secondary listing of the Company’s securities was completed on 27 February 2024, on A2X

Markets, an independent stock exchange based in South Africa. Subsequent to year end on

30 June 2025, the Company also announced that it would pursue a further secondary listing

of the Company’s securities on the JSE Limited, a Johannesburg based Stock Exchange.

We have also appointed a number of corporate and strategic advisors, consultants and

service providers in South Africa and in the United Kingdom. In June 2024, AcaciaCap

Advisors Proprietary Limited (“AcaciaCap Advisors”) were appointed as corporate advisors

to assist with the Company's proposed new uranium mine purchases and advanced project

acquisitions in South Africa and were later appointed to assist with the secondary listing on

the JSE Limited.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

In the United Kingdom, we also announced the appointment of Bacchus Capital Advisers

Limited on 16 January 2025, as our strategic and financial advisor and shortly after, on 30

January 2025, announced the appointment of Shore Capital Stockbrokers Limited as our

corporate broker.

On 11 July 2025, Light Consulting Proprietary Limited were appointed to provide company

secretarial services in South Africa, James Duncan of JMDwrite, was appointed as the

Company's media and investor communications advisor and South African based Utshalo,

was also appointed to assist us in broadening our investor and shareholder base in South

Africa. We also announced on 11 July 2025, the appointment of CMC Markets UK Plc,

trading as CMC CapX ("CMC"), as the Company's joint broker in the United Kingdom.

During the year and subsequent to year end, we have continued to make further progress in

respect to the three conditional acquisition agreements, and this has included:

 the Company’s subsidiary Neo Uranium Resources Beisa Mine (Pty) Ltd, entering into an

agreement with South African mining company, Siyakhula Sonke Empowerment

Corporation (Pty) Ltd, as part of the Company's commitment to advancing Broad-Based

Black Economic Empowerment in South Africa and receiving notification from Sibanye-

Stillwater Limited that regulatory applications had been formally submitted to the

Department of Mineral Resources and Energy in South Africa, in respect to approvals

required under Section 11 and Section 102 of the Minerals and Petroleum Resources

Development Act of 2002 for the proposed acquisition of the Beisa Uranium and Gold

Mine;

 the National Nuclear Regulator (“NNR”) of South Africa awarding the Company a

Certificate of Registration (COR-302) for the Henkries Uranium Project;

 receipt of final approvals from the South African Reserve Bank for a foreign inter-

company shareholder loan facility of ZAR1.2 billion to be provided by the Company to its

South African subsidiaries; and

 receiving further confirmation from Sibanye-Stillwater Limited that the South African

Reserve Bank had also provided their approval to hold shares in the Company as part of

the proposed transaction to acquire the Beisa Uranium and Gold Mine including the

Beatrix 4 mine and shaft complex, enabling the commencement of exploration and

sampling. NEO also undertook comprehensive personnel training to ensure the health

and safety of its workforce and local communities. An updated Order of Magnitude

Capex and Opex study conducted by Erudite Strategies confirmed the Henkries Project

as a low-cost development project with robust economic fundamentals.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

During the period, the Company made significant advances in expanding its footprint in

South Africa with AcaciaCap Advisors appointed to assist the Company with its growth

strategy. During the year, the Company also completed a due diligence and reached

conditional agreement on the acquisition of Beisa North & South Projects which comprises

total SAMREC Code compliant resources of 90.24 Mlbs of uranium (U₃O₈), 4.17 Mozs of gold

and associated Beatrix assets. The assets are being acquired from Sibanye-Stillwater Inc,

(“SS”) an $8billion market Cap US publicly listed mining corporation. It is anticipated that,

as part of this acquisition, that half the consideration will be in shares in NEO which will

result in SS having a substantial stake in NEO of between 30% to 40% of the equity. The

Board is delighted to have SS as a substantial partner in our business bringing a wealth of

experience as well as substantial mineral and other assets.

Post the end of the reporting period, the Company entered into a binding agreement with

formal documents signed to acquire a 100% interest in the adjacent Henkries South

Uranium Project. This acquisition consolidates our ownership and control over the broader

Henkries district, significantly enhancing our ability to optimise future exploration to

maximise our reserves in the region, development and operational planning across the

licence area. In early 2025, the South African National Nuclear Regulator conducted a

formal inspection of the Henkries site. The inspection was completed successfully, with the

project receiving positive feedback and sign-off from the NNR.

In December 2024, the Company signed a Sale and Acquisition Agreement and a Sale of

Immovable Property Agreement covering over 6,200 hectares in the Witwatersrand Basin.

With this acquisition, we will consolidate our position in the Witwatersrand Basin with, upon

completion of all acquisitions, over 117 Mlb of uranium and 5.4Mozs of gold. We will also

have secured the necessary infrastructure to access and develop these resources and

quickly bring the Beisa Uranium Project back into production, including the mine resource

which is currently under care and maintenance with SS. I believe this transaction truly sets

us apart from many other uranium development companies and further sets us firmly on the

path to being one of the next top tier uranium production companies in the world.

Post period, a key regulatory milestone was reached with the approval of a £53M ZAR1.2

billion shareholder loan facility by the South African Reserve Bank, enabling efficient cross-

border funding into South Africa. Further approval of a Broad-Based Black Economic

Empowerment agreement further strengthened our position and satisfied a key condition

under the acquisition agreement with Sibanye Gold Proprietary Limited for the Beisa

Uranium Project.

In early 2025, the Group appointed a new CEO based in South Africa, Theo Botoulas with

Sean Heathcote assuming the role of an Executive Technical Director reinforcing our

commitment to operational excellence.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CHAIRMAN’S STATEMENT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

I believe the progress achieved over the past year has positioned the Company on a clear

path towards achieving its strategic goals and placing it in a strong position to deliver

sustainable value for all stakeholders.

On behalf of the Board, I would like to thank my fellow Directors, our shareholders, advisors,

and many team members, for their continued commitment and support. I would also like to

thank Sibanye-Stillwater Limited and all our key stakeholders in South Africa and the United

Kingdom for their support, particularly given the prolonged period of suspension in the

Company’s securities from trading. I believe this Company has a tremendous opportunity

to advance its uranium and gold strategy in South Africa and I look forward to playing my

part and supporting our key management in delivering on that strategy.

Signed on behalf of the board

Jason Brewer

Executive Chairman

1 December 2025

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT

FOR THE YEAR TO 30 SEPTEMBER 2024

The Directors present their Strategic Report for Neo Energy Metals PLC (the "Company" or

"NEO") for the year ended 30 September 2024.

This report outlines the significant milestones, operational progress, and strategic

developments achieved during this transformative period, setting the foundation for future

growth in the uranium sector.

Results for the Year Ended 30 September 2024

The period under review was pivotal for the Company, marked by a successful corporate

restructuring, a fundamental change in its business, a new strategy, re-admission to trading

on the London Stock Exchange and then followed by significant progress in advancing the

Company’s strategy to establish a portfolio of advanced and producing uranium projects

located in known and geologically proven uranium regions in Africa.

Reverse Takeover (“RTO”) and Re-Admission to Trading

Following the approval by the Financial Conduct Authority of a Prospectus issued by the

Company on 5 October 2023, resolutions were passed by shareholders at a General

Meeting held on 1 November 2023, approving a reverse takeover transaction by the

Company of Mayflower Energy Metals Limited, which indirectly owned 50.1% of the share

capital of Desert Star Trading 130 Proprietary Limited, the legal and beneficial owner of the

Henkries Uranium Project.

Shareholders further approved the change of the Company’s name from Stranger Holdings

PLC to Neo Energy Metals PLC.

The Company was officially re-admitted to trading on the London Stock Exchange (“LSE”)

on 9 November 2023.

Commitments Received for £4.9 Million Capital Raise

The Company successfully completed its readmission to trading on the London Stock

Exchange following commitments received for a £4.9 million capital raise (gross of fees and

costs) through a placing and subscription of shares at 0.75 pence and 1.25 pence per

Ordinary Share.

On 10 November 2023, the Company successfully raised a further £0.5 million through a

fully subscribed private placement at 1.25 pence.

Strategic Direction

The strategic direction of the Company changed as a result of the reverse takeover

transaction and following the acquisition of a majority interest in the Henkries Uranium

Project.

The Company advanced this strategy further with agreements entered into during the year

and post year end, for the conditional acquisition of the Beisa North and Beisa South

Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine

and shaft complex, and the Henkries South Uranium Project, all located in South Africa.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Strengthened Leadership Team

The Company strengthened its management capabilities with several key appointments

made on completion of the reverse takeover transaction and during and post the period.

Jason Brewer was appointed Non-Executive Chairman, and subsequently assumed the role

of Executive Chairman. Sean Heathcote was appointed as Chief Executive Officer, before

assuming an Executive Technical Director role. Jackline Muchai, Bongani Raziya and

Quinton van der Burgh were appointed as Non-Executive Directors, with the latter resigning

post year end.

Theo Botoulas was appointed as the Company’s new Chief Executive Officer and is based

in South Africa, and Andrew Searle was appointed as the Company's Chief Financial Officer.

Secondary Listings in South Africa

A secondary listing of the Company’s shares was completed on A2X Markets, an

independent stock exchange in South Africa on 27 February 2024.

The Company also announced plans for a further secondary listing of the Company’s shares

on the Johannesburg Stock Exchange, which is expected to be completed in early 2026.

Suspension of Trading

The Company’s shares were suspended from trading on the London Stock Exchange on 31

January 2025, as a result of a delay in the publication of the Company's annual report and

financial statements for the year ended 30 September 2024.

As at the date of this report the suspension in trading is still in place.

Upon publication of the Company's annual report and accounts for the year ended 30

September 2024 and its interim accounts for the six-month period ended 31 March 2025,

the Company will request that the current suspension from trading is lifted.

Operational Highlights

During this period, the Company progressed feasibility studies at the Henkries Uranium

Project, where it secured rights to a majority interest following the acquisition of Mayflower

Energy Metals Limited in November 2023.

The Company further progressed its strategy of establishing a broader portfolio of advanced

and producing uranium assets. During and post the period under review, the Company

focused on execution, due diligence and satisfaction of key conditions of the conditional

agreements entered into, to acquire the Beisa North and Beisa South Uranium and Gold

Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex,

as well as the Henkries South Uranium Project.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

1. Henkries Uranium Project

Resource Expansion

Work commenced during the period under review on the planning of a resource

expansion definition drilling programme.

With less than 10% of the Prospecting Licence having been subject to previous

exploration work, the Company is of the opinion that there is potential for both an

increase in uranium resources and potential for major new uranium discoveries.

This work was not completed during the period under review or post the period, as a

result of the Company’s technical management team’s focus on activities

associated with the conditional agreements to acquire the Beisa North and Beisa

South Uranium and Gold Projects and the Beisa Uranium and Gold Mine.

Sampling Work

Un-assayed samples from historical drilling work were prepared for planned testing

as part of the planned resource expansion definition drilling programme.

Over 2,000 samples were collated and prepared for analyses. This work was not

completed during the period under review or post the period, again as a result of the

Company’s technical management team’s focus on activities associated with the

conditional agreements to acquire the Beisa North and Beisa South Uranium and

Gold Projects and the Beisa Uranium and Gold Mine.

Feasibility Study Update

The Company appointed South African based mining consultancy group Erudite

Strategies (Pty) Limited to complete an independent update report of both the

operating and capital cost estimates previously defined in the feasibility study

completed on the Henkries Uranium Project by Anglo Operations Limited.

The results of this work completed by Erudite Strategies (Pty) Limited confirmed that

the Henkries Uranium Project:

(i) has forecast low operating and capital cost and overall robust project

economics;

(ii) can be accelerated into production at a lower capital and operating cost

compared to many of its peers; and

(iii) financial modelling of the detailed cost estimates has further confirmed its

robust and attractive underlying economics.

Key results included:

(i) annual average production of 567,000 lb U

;

(ii) annual average sales revenue of US$51.0 million;

(iii) cash operating costs of US$36.8/lb; and

(iv) a NPV of US$106.6 million and an IRR of 43.4%.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Site Inspections

An inspection of the Henkries Uranium Mine Project, by South Africa's National

Nuclear Regulator, was completed post the period under review in December 2024.

The inspection confirmed compliance with all applicable regulations and

authorisations and was completed as part of continuous monitoring programmes

and annual compliance assurance and event reporting systems.

The inspection was undertaken in respect to Section 2.1 of Certificate of

Registration 302 under section 22 of the South African National Nuclear Regulator

Act, 1999 (Act No 47 of 1999).

2. Conditional Acquisition Agreements

During and post the period under review, the Company focused on execution, due

diligence and satisfaction of key conditions of three conditional agreements that it

had entered into, to acquire, inter alia:

 The Beisa North and Beisa South Uranium and Gold Projects, following an

agreement signed with Sunshine Mineral Reserve (Pty) Limited;

 The Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft

complex, and the Henkries South Uranium Project, following an agreement

signed with Stillwater Sibanye Limited; and

 The Henkries South Uranium Project, following an agreement signed with Eagle

Uranium SA (Pty) Ltd.

The acquisitions were subject to completion of technical, financial and legal due

diligence, receipt of all applicable regulatory and shareholder approvals, as well as

payment of cash and share based consideration to the vendors.

The Company has confirmed that it completed its technical, financial and legal due

diligence on the various acquisitions to its satisfaction, during and post the period

under review and has, as at the date of this report, executed all necessary legal

documentation in regards to the acquisitions.

Receipt of regulatory approvals advanced during and post the end of the period

under review, with a number of key approvals received in South Africa from the

South African Reserve Bank.

Approvals required from the Department of Mineral Resources and Energy in South

Africa, under Section 11 and Section 102 of the Minerals and Petroleum Resources

Development Act of 2002 remain outstanding as at the date of this report.

Approvals required in the United Kingdom including a Rule 9 Waiver being obtained

in accordance with the City Code on Takeovers and Mergers and shareholder

approval at a forthcoming General Meeting of the Company, remain outstanding as

at the date of this report.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

FINANCIAL REVIEW

Financial Review for the Year Ended 30 September 2024

This financial review summarises the performance, financial position, and key movements

for Neo Energy Metals PLC (‘the Group’) for the year ended 30 September 2024, with

comparative figures for the prior period, the prior period being an eighteen month period.

1. Results Overview

• Group loss after tax: £6.826 million (2023: £2.3k profit).

• Net liabilities: £(0.30) million (2023: £(0.01) million).

• Cash and cash equivalents: £2,585 (2023: £2,304).

• Loss per share: 0.6 pence (2023: 0.00 pence).

The current year’s loss is primarily driven by non-cash accounting effects from the reverse

takeover (RTO) and related one-off charges. The consolidated figures for the period ended

30 September 2023 are unaudited.

2. Consolidated Statement of Comprehensive Income (Summary)

Item (£) FY24 FY23 (18m)

Unaudited

Administrative (expenses) /

income

(2,018,319) 2,042

Reverse acquisition expense (6,115,898) -

Finance costs (748) -

Other income 1,308,036 -

Finance income 959 303

(Loss)/profit before tax (6,825,970) 2,345

Taxation - -

(Loss)/profit after tax (6,825,970) 2,345

(Loss)/profit per share (0.6 pence) 0.0 pence

Other income for the year included a £1.3 million gain from the settlement of a historical

bond facility. This non-recurring gain arose from the release of a residual liability and

reflects the successful restructuring of the Group’s financing arrangements.

During the year, the Group recognised a £6.12 million reverse acquisition expense arising

from the application of IFRS 3 Business Combinations and IFRS 10 Consolidated Financial

Statements in accounting for the reverse takeover of Neo Uranium Resources South Africa

(Pty) Ltd. This represents the difference between the fair value of the equity instruments

deemed to have been issued and the fair value of the net assets of the listed entity acquired.

The charge has been classified as an exceptional, non-recurring item as it relates solely to

the listing transaction and does not reflect the Group’s underlying operating performance.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

3. Consolidated Statement of Financial Position

Item (£) FY24 FY23

Unaudited

Total assets 18,421,517 479,117

Intangible assets 18,282,999 466,928

Current liabilities (18,687,915) (490,416)

Non-current liabilities (26,793)

–

Net liabilities (293,191) (11,299)

Equity attributable to

owners

(277,020) (763)

Non-controlling interests (16,171) (10,536)

Intangible assets rose to £18.28 million, reflecting project acquisitions. The net liability

position arises primarily due to the accounting treatment of the reverse acquisition.

4. Parent Company Statement of Financial Position

Item (£) FY24 FY23

Total assets 4,453,235 489,695

Current liabilities (857,593) (3,900,881)

Non-current liabilities (26,793) (24,540)

Net assets/(liabilities) 3,568,849 (3,435,726)

The parent company returned to positive equity of £3.57 million following the RTO-related

capital reorganisation and share issues. The net cash position of the Company at the year

end was £1,080 (2023: £77) and its external debt was substantially reduced to £28,715

(2023: £2,241,867) as a result of the RTO.

5. Cash Flow and Equity Movements

• Operating loss: £6.826 million 2023: £2.3k profit.

• Equity activity: multiple share issues; share premium increased to £8.66 million.

• Share-based payment charge: £5.55 million; Reverse acquisition reserve £2.32 million.

• Closing equity reflects the complex share structure following the RTO and associated

transactions.

6. Conclusion

The results for year ended 30 September 2024 reflect the transformation of Neo Energy

Metals PLC through the RTO process.

Despite a headline accounting loss, the Group is well-positioned with substantial intangible

assets, improved equity position at the parent level, and clear funding pathways.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

A notable financial highlight was a gain on the settlement of bonds, which positively

impacted the financial position. Resolutions were passed by noteholders to redeem Series

2017-F2 Loan Notes by issuing shares in Neo Energy Metals PLC at 15p in the British pound,

eliminating a cash liability of £2.017 million and a gain to the Company of £1.3 million.

Amounts owing to several creditors and service providers were also converted to equity

upon completion of the reverse takeover transaction of Mayflower Energy Metals Limited.

Capital raised and committed during the period under review was applied to meet working

capital costs of the Group in the United Kingdom and in South Africa.

In South Africa, these working capital costs included expenses associated with exploration,

feasibility study updates, site management and management costs of the Henkries

Uranium Project. These costs also included expenses incurred by the Company in regard to

the legal, technical and financial due diligence costs associated with the entering into of

conditional agreements to acquire the Beisa North and Beisa South Uranium and Gold

Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex,

and the Henkries South Uranium Project.

The Company’s future funding requirements comprise:

 updated feasibility study costs, and mine development and capital expenditure

requirements of the Henkries Uranium Project;

 cash-based acquisition payments due to the vendors of the Beisa North and Beisa

South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the

Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project;

 mine re-development and capital expenditure requirements for re-commencing mining

and processing activities at the Beisa Uranium and Gold Mine including the Beatrix 4

mine and shaft complex; and

 exploration and mine development costs at the Beisa North and Beisa South Uranium

and Gold Projects and the Henkries South Uranium Project.

During the period under review and post the period, the Company has appointed several

leading independent investment and merchant banking groups, brokers and strategic

corporate advisors to assist the Company in securing the necessary capital to meet its

funding requirements.

The Company has to date received strong support and indications of funding availability

from these investment and merchant banking groups, brokers and strategic corporate

advisors.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Company is confident of being able to secure its future funding requirements given the

advanced nature of its underlying assets, the significant infrastructure, the size of the

uranium and gold resources as determined by independent consultants and the strength in

both the uranium and gold markets and interest from both equity and debt funders to

support the Company in delivering on its strategy.

Directors and Management team

The Company’s Board of Directors and Management team have been strengthened to

support its new strategy to become an important supplier to the fast-growing uranium

sector. The following were appointed as directors of the Company upon its readmission to

the London Stock Exchange on 9 November 2023, except where otherwise stated:

• Jason Brewer, Executive Chairman, has over 28 years’ experience in international

mining, financial markets, and investment banking with a particular focus in Africa. This

includes holding senior executive positions with a number of major global investment

banks, including Dresdner Kleinwort Benson, NM Rothschild & Sons and Investec and

with listed funds management companies focused on the mining and metals sector. He

is a co-founder and principal of Gathoni Muchai Investments Pty Limited, an active

African focused private equity-style mining investment company, the Chief Executive

Officer of AQUIS listed Marula Mining PLC, and Executive Director of Unicorn Mineral

Resources PLC. He is also a co-founder of the Mayflower Children’s Foundation, an

organisation that aims to improve the education, health, and wellbeing of children in

East Africa through a variety of charitable programmes.

• Theo Botoulas, Director and Chief Executive Officer (appointed 16 May 2025), is a

seasoned mining executive with over 40 years of international experience in mining

operational, finance and asset management. He holds a B.Eng. and M.Sc. in Mining

Engineering, as well as Mine Manager and Mine Overseer's Certificates of Competency

(Metalliferous Mines), and is registered as a Professional Engineer with the Engineering

Council of South Africa. He held senior mining executive roles throughout Africa,

including as both CEO and COO of multiple listed and unlisted companies involved in

diamond, tin, tantalum, gold, copper, and uranium mine production and exploration. He

has led numerous restructuring initiatives, delivered turnarounds of underperforming

assets, and participated in the successful listing of several mining companies.

His most recent roles include CEO of Andiamo Exploration (UK), focused on

volcanogenic massive sulphide /orogenic deposits in Arabian-Nubian shield in East

Africa, and as a Project Manager for Abyssinian Metals' Kenticha lithium project in

Ethiopia. In addition, he has significant experience in the construction and management

of mining operations in both the Free State and Northern Cape Provinces of South Africa.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

• Sean Heathcote, Technical Director, has over 31 years’ experience in the mining and

exploration industry in Africa across a broad range of commodities including uranium,

bulk commodities, precious metals, diamonds and base metals. He has previously held

operations management positions at Billiton and Anglo American in both the UK and

Africa. He has 16 years of executive management and directorships experience in the

project development companies of Fluor, Murray & Roberts Engineering Solutions, GRD

Minproc and Sedgman gained in over 30 countries.

During his career he has participated in the development of over 100 mineral resource

projects, including 50 Feasibility Studies. Whilst at GRD Minproc he played a leading

role in securing and delivering the DFS for the Langer Heinrich and Kayalekera uranium

projects and the subsequent EPCM contract for Phase 1 of Langer Heinrich. His

previous company directorships include positions at GRD Minproc, Micromine, Group

Five, G4S, and Kapsch Africa.

• Bongani Raziya, Non-Executive Director, has over 20 years’ experience in the retail

sector. He graduated as a lawyer and holds B.A., B.Proc and LLB degrees. During the

course of his career he has held numerous directorships and board positions in South

African companies. He is currently the director of Petregaz, a liquefied petroleum gas

(“LPG”) aggregator, and the largest independent LPG distributor in South Africa.

Additionally, he maintains senior operational roles at a number of other natural

resource enterprises, including a directorship at Camel Fuels (Pty) Ltd, a privately

owned South African energy trading operation established in 2001, and board

membership (as an alternate) at Umsimbithi Mining. Umsimbithi Mining was founded to

undertake operations at the Wonderfontein Coal colliery and Mr Raziya was involved as

an adviser during the prospecting stage and through to the Bankable Feasibility Study,

sitting on all operational committees. Today the mine is managed by Glencore.

Mr Raziya founded Rwenzori Rare Metals, a rare earth mine based in Uganda. The

company established and is continuing to actively develop a significant ionic absorption

clay deposit at Makuutu, Uganda, which is currently thought to rank amongst the largest

ionic clay deposits (key sources of highly prized magnetic, heavy rare earths) outside

China. Rwenzori Rare Metals is majority owned by Ionic Rare Earths Limited, which is

listed on the Australian Stock Exchange (“ASX”). Finally, Mr Raziya also founded the

largest independent shareholder of Burgan Cape terminals, a refined petroleum

product storage facility situated in the port of Cape Town.

Mr Raziya is active in Broad-Based Black Economic Empowerment (“B-BBEE”) concerns

and acts as an advisor on B-BBEE compliance to a number of companies involved in

natural resource extraction. He has spent much time encouraging local entrepreneurial

activity and supporting black business leaders. He is also a member of the Young

Presidents Organisation in Cape Town.

• Jackline Muchai, Non-Executive Director, is a Kenyan-based businesswoman with an

understanding of East African markets and active involvement in transactions

throughout the region. She is the founder of Gathoni Muchai Investments, a company,

which focuses on mining, natural resources and property investments in eastern and

southern Africa.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

As a director of Gathoni Muchai Investments Limited’s Nairobi office, she is currently

responsible for identifying new investment opportunities in East Africa and assisting in

the management of the portfolio of mining investments and projects across Kenya,

Tanzania and Uganda, and liaising with key representatives in London, Nairobi, and

Johannesburg. Ms Muchai concurrently project manages the activities of the Mayflower

Children’s Foundation, an organisation that aims to improve the education, health, and

wellbeing of African children through a variety of programmes. Her work mostly

concentrates on partnerships with donors around the world and local initiatives like the

Makimei Children’s Home in Kikuyu, Kenya. In this way the Mayflower Children’s

Foundation seeks to both raise the profile and improve facilities for charities and groups

working for the betterment of the lives of disadvantaged children.

• James Longley, Non-Executive Director (appointed prior to readmission) - is a

chartered accountant whose career has been focused on venture capital, private equity

and building growth companies. His earlier career was with Arthur Andersen,

Creditanstalt-Bankverein Merchant Banking and Touche Ross Corporate Finance. In

1990 he co-led the £10.5m management buy-in of The Wilcox Group, one of the UK’s

leading aluminium alloy tipping trailer manufacturers. He was also co-founder, director

and Chief Financial Officer of BioProgress Technology International, Inc., a VMS and drug

delivery system developer using proprietary films, processes and formulations. It was a

NASD quoted and regulated company from 1997 to 2002 and was subsequently listed on

AIM.

Mr Longley was also a co-founder, Director and Chief Financial Officer of PhotoBox

Limited from 2000 to 2006, a company that then merged with its French counterparts,

Photoways to create Europe’s leading online photofinishing business. The group

acquired Moonpig.com in 2011 which was recently separately listed on the LSE with a

valuation in excess of £1.2 billion. Mr Longley is currently a co-founder, Director, Chief

Financial Officer and interim CEO of Plutus PowerGen plc, a company listed on AIM.

• Charles Tatnall, Non-Executive Director (appointed prior to readmission) - is

primarily involved in advising and raising funds for small and medium sized enterprises

with varying business activities ranging from advising investment and family wealth

companies to reviewing investments and business opportunities together with the

management of personal investments. Until 2005, he was consultant to Bolton Group

PLC, a UK-listed investment company, identifying and conducting due diligence on

potential investment and acquisition opportunities from a broad range of industry

sectors. These included natural resources, both exploration and production, electronic

hardware and software, and biotechnology.

Previously, he held a number of positions with public companies in North America and

Canada and was a director and founder of several micro-cap North American listed

companies being responsible for general corporate governance and all finance areas.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Charles was a co-founder and principal of BioProgress Technology Ltd (“BioProgress”)

which was quoted on the NASD-regulated OTC market and later migrated to AIM. Charles

held the licence for the North American business of BioProgress though a listed vehicle

in North America. Earlier, Charles founded Maceworth Ltd in 1985, a large corporate

entertainment company in the UK which operated in the areas of running sporting event

tented corporate villages, marquee hire, corporate sponsorship and conferences.

• Quinton van der Burgh, Non-Executive Director (resigned 3 July 2025), is a leading

mining serial entrepreneur in South Africa. He is founder and CEO of Q Global

Commodities (“QGC”), one of South Africa's largest privately owned mining houses that

has established more than 45 mines throughout Sub-Saharan Africa from greenfield

status through to production and exports of materials to the global commodity

markets. QGC is actively expanding its metal mining interests throughout Southern and

East Africa through direct equity investments and partnership and co-development

agreements with a number of emerging mining and exploration companies including Neo

Energy Metals PLC in which it is a cornerstone investor.

The Company works extensively with experienced contractors and consultants in South

Africa with proven track records in successfully developing and operating mining projects

in the country. The Company has recognised the need to further strengthen its executive

management team with several full time positions to be made across key areas of geology,

mining engineering, metallurgy and project management.

Outlook

The Board of Directors have positioned the Company as a near-term uranium and gold

producing company with the Henkries Uranium Project located in the Northern Cape

Province of South Africa and the three conditional conditional agreements for the

acquisition of the Beisa Uranium and Gold Mine and Beatrix 4 shaft complex, the processing

plant complex and associated infrastructure and the Beisa North and Beisa South Uranium

and Gold Projects all located in the Free State Province of South Africa.

The Company is also currently the only listed pure uranium exploration and mine

development company on the London Stock Exchange.

The Board of Directors believe that the successful positioning of the Company in London’s

capital markets, provides the opportunity to raise the necessary capital in the current strong

uranium and gold markets, and deliver on its strategy of establishing a broader portfolio of

advanced and producing uranium assets.

The Company’s immediate focus is on:

• Completing the acquisitions of the Beisa North and Beisa South Uranium and Gold

Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft

complex, and the Henkries South Uranium Project;

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

• Completing mine re-development studies for the re-start of mining and processing

activities at the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft

complex;

• Completing mine development and capital expenditure studies for the commencement

of construction activities at the Henkries Uranium Project;

• Complete additional exploration studies at the Beisa North and Beisa South Uranium

and Gold Projects and as part of the Company’s broader consolidation into planned

activities at the Beisa Uranium and Gold Mine; and

• Complete additional exploration studies at the Henkries South Uranium Project and as

part of the Company’s broader consolidation into planned activities at the Henkries

Uranium Project.

The combined Beisa Uranium and Gold Mine and Beisa North and Beisa South Uranium and

Gold Projects have total SAMREC Code compliant resources of 117 million pounds of

uranium and over 5.4 million ounces of gold –an in situ mineral value of US$30.4 billion

based on current prevailing uranium and gold prices at 30 September 2025.

The Company’s strategic focuses is on an accelerated development and production

approach to generate cash flow from the Beisa Uranium and Gold Mine, which has the

necessary permits and approvals and infrastructure already, and from the Henkries

Uranium Project where independent economic studies completed during the period

confirmed the Project's robust and attractive underlying economics, and that it can be

accelerated into production at a lower capital and operating cost compared to many of its

peers.

This ‘brownfield’ mine development strategy is considered a low-risk strategy by the Board

and one that the Board believes is attractive to shareholders and new investors given the

significant sunk capital and established infrastructure.

The Company’s focus is on brownfield uranium mine development, and accordingly:

 Compared to greenfield projects, the Company is not required to sink major new mine

shafts, as the existing mine shaft and related facilities are in place;

 All the Company’s current uranium projects and uranium and gold projects that are

subject to the conditional acquisition agreements, benefit from significant sunk capital

– sunk capital on infrastructure and mine development and sunk capital on feasibility

studies and mine development studies;

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

 This sunk capital has also been made by major global mining companies such as Anglo

American PLC and Sibanye-Stillwater Limited, and is of a very high standard; The

availability of pre-existing infrastructure reduces the need for major up-front capital

outlays for shaft development, construction, and equipment procurement;

 Consequently, overall project capital development costs are likely to be significantly

lower than typically required;

 This reduction in capital requirements supports the Company’s potential to achieve

near-term production capability and may influence interest from investors, lenders, and

partners; and

 The Company is now focused on establishing itself as being ‘operational ready’ for the

mine development and operational activities ahead. This reflects the significant mine

development studies that have been already completed on these planned mining

operations, the Company’s current mining and prospecting rights, identified gold and

uranium reserves and resources, and the forecast accelerated time frames required to

get into production enabled by the extensive existing infrastructure.

Current uranium and gold market trends and dynamics also support the Company’s plans

to advance its assets through to production. The profitability of the Company’s uranium and

gold projects and the sentiment towards the Company from equity and debt investors, in

regards to supporting its future fundraising activities, are heavily influenced by the

prevailing uranium and gold commodity prices and market dynamics.

Record gold prices in 2025 and increasing demand and prices for uranium have greatly

improved the risk appetite by investors for uranium and gold-exposed mining companies.

That backdrop provides a positive outlook for new mine developers in these sectors such as

the Company.

The Board of Directors look forward with confidence to a bright future for the Company and

look forward to advancing its strategy in South Africa.

Key performance indicators

The Company operates in an uncertain environment and is subject to several risk factors.

The Directors have carried out a robust assessment of the risks and consider the following

risk factors are relevant to the Company’s activities, although it should be noted that this

list is not exhaustive and that other risk factors not presently known or currently deemed

immaterial may apply. This has been further discussed in Note 4 of financial statements.

The following Key Performance Indicators (“KPI”) for future inclusion have been identified

as relevant to the Company’s strategic and operational objectives in the uranium and gold

exploration and development sectors in the future:

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

No. Financial KPI’s Description / Relevance

Cash Position

£2,585 (2023: £2,304)

Liquidity Ratio

11.67% (2023: 2.49%)

Measures available cash versus liabilities to

assess solvency.

There has been minimal movement in the

cash balance as the transactions in the year

have primarily been in equity.

The liquidity ratio has deteriorated due to a

deferred consideration balance of £17.5

million due to

the vendors of the Sunshine

Mineral Reserve asset.

Capital Raised (£)

£2,292,916 (2023: £nil)

Tracks total funds raised post-RTO and

subsequent placings.

The RTO and subsequent placings arose from

9 November 2023 onwards, therefore capital

raised in 2023 is nil.

Operational Expenditure (Opex)

£2,018,319 (2023: £1,455)

Monitors spending efficiency versus budget.

2024 is the first year of the Group and the

costs mainly comprise of Directors’

remuneration. The 2023 Statement of

Comprehensive Income did not have any of

their costs as the costs reflect the acquired

group only.

Shareholder Return (Market Cap

Growth)

Market capitalisation movement post dual

listing.

This KPI has not been applicable this year due

to the RTO occurring on 9 November 2023

and the Group being temporarily suspended

from its listing.

No. Non-Financial KPI’s Description / Relevance

Project Development Progress

(%)

Percentage completion toward exploration

milestones at Henkries and Beisa.

2 Resource Growth (Mlbs U₃O₈)

Increase in measured and indicated uranium

resources.

3 HSE Compliance Rate

Health, safety, and environmental

compliance across operations.

Community Engagement Hours /

Initiatives

ESG metric for local stakeholder

involvement.

Carbon and Environmental

Footprint (tCO₂e)

Environmental responsibility measure

aligned with sustainability goals.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Principal risks and uncertainties

The Company operates in an uncertain operating environment and is subject to a number

of risk factors, particularly given the mining and exploration sectors it operates in and the

countries that its activities are conducted in.

The Directors have carried out a robust assessment of the risks and consider the following

risk factors are of particular relevance to its activities.

It should be noted that this list is not exhaustive and that other risk factors not presently

known or currently deemed immaterial may apply.

The impact levels of high and medium have been based on an evaluation of each risk's

potential effect on the Company’s financial performance, and strategic objectives:

Description Impact Mitigation

Strategic Risks

Financial Risks

 Raising equity and debt funding

for its budgeted exploration

and mine development plans

and new mine and project

acquisitions

 Dependency on UK and South

African stock markets and

investor sentiment to raise

further capital when required

 The Company’s planned

operations require significant

capital expenditure to be

brought into production and

profitability

High  Continual review and update of

cash flow, working capital and

funding requirements and options

 Strong UK presence and

relationships with key

shareholders, brokers, advisors

and stakeholders

 Strong budgeting and financial

management focus to manage

liquidity and commitments

 Focus on brownfield assets with

lower capital expenditure and

accelerated timelines to

profitability

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Description Impact Mitigation

Health, Safety, Security,

Environmental and Operational

Risks

 The Company’s mining,

prospecting licences,

permits and authorisations

require strict adherence to

their operating conditions

and are dependent on

renewal

 The Company is reliant on

the services of a number of

contractors, consultants

and advisors for the

provision of various services

Medium

 South Africa has a well-established

and proven operating framework

and regulatory environment for its

mining industry with clear

processes and procedures to be

followed

 The Company maintains a key focus

in South Africa on addressing its

requirements and in being

compliant with all aspects of its

business

 Assessment of all third-party

consultants and contractors from a

legal, technical, financial and HSSE

perspective

Legal and Compliance Risks

 Inability to provide accurate

and timely financial

information to comply with

regulatory reporting

 Fraud, corruption and

bribery

 Litigation

Medium  The Company recruits experienced

key personnel to ensure compliance

with key reporting requirements

 The Company continuously reviews

it key policies and procedures to

address potential fraud, corruption

and matters of bribery

 All employees and consultants are

aware of the Company’s anti-fraud,

corruption and bribery policies

Country Risks

 Political, regulatory and

policy changes in South

Africa may affect the

Company’s activities and

profitability

 Changes in environmental

laws and in particular in

respect to uranium may

adversely impact on the

Company’s activities

Medium  South Africa is a well-established

and proven mining jurisdiction and

maintains a key focus on its mining

sector as a key contributor to its

economy

 South Africa is one of the world’s

leading uranium producers and has

a government policy focus on its

growth

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Description Impact Mitigation

 South Africa maintains

foreign exchange controls

which restrict the movement

of foreign exchange into and

out of the country

 South Africa has Broad-

Based Black Economic

Empowerment government

policies to advance

economic transformation

and enhance the economic

participation of historically

disadvantaged persons in

the South African economy

Medium  In May 2025, the Company received

approval for a foreign inter-company

shareholder loan facility of

approximately £50.4 million for

working capital purposes between

the Company and its South African

subsidiaries. This loan structure

enables efficient inflow of funds into

South Africa and in compliance with

its reporting and exchange control

requirements

 In January 2025, the Company

entered into an agreement with

Siyakhula Sonke Empowerment

Corporation (Pty) Ltd, a level 1

majority black woman owned

diversified, operating, minerals and

investment company, this satisfying

these requirements

i. Business strategy

The previous business strategy is as described above in the strategic report and has now

been completed with the Company now embarking on a uranium and gold exploration and

project development to production post year end.

ii. Liquidity Risk

The Board continues to manage its liquidity and access to capital to ensure it has the

necessary funds in place to achieve its strategic goals.

iii. Market Conditions

Market conditions, including underlying market prices for uranium and gold, general

economic conditions and their effect on exchange rates, interest rates and inflation may

impact the ultimate value of the Company regardless of its operating performance. The

Company also faces competition from other organisations, some of which may have greater

resources or be more established in a particular territory. The Board considers and reviews

all market conditions to try and mitigate any risks that may arise from these. The future

valuation of the company is also affected by commodity values.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

iv. Key Management

The Company is reliant on a small team of experienced professionals for their success and

is exposed to the adverse effects of losing such key personnel.

Going Concern

These financial statements have been prepared on the assumption that the Company is a

going concern. See Note 2.1 a) for more details.

When assessing the foreseeable future, the Directors have reviewed a period of at least

twelve months from the date of approval of this report. The Directors have prepared a cash

flow forecast to 31 December 2027, which shows that the Company and Group will be

unable to meet their liabilities as and when they fall due until further equity or debt funds

are obtained. The Directors acknowledge the disclaimer of opinion in respect of going

concern, included in the audit report, due to the factors detailed below, but consider that

the Company and Group can continue to operate as a going concern.

The acquisition of Mayflower Energy Metals Limited and the Reverse Takeover transaction

provided the Company with the opportunity to raise new funds and commence its strategy

of securing a majority interest in a mining project that provides the opportunity for the

Company’s stakeholders to gain exposure to the uranium exploration and mining sector and

to South Africa’s mining sector. This strategy has been further advanced during the period

and post the period and the three conditional acquisition agreements provide the Company

with additional projects and stakeholders that give the Directors increased confidence in

the ability of the Company and Group to raise equity funding and to continue to operate as

a going concern.

This confidence is drawn from the underlying strength of the ‘brownfield’ uranium mine

development strategy that the Directors are implementing which is considered a low-risk

strategy and one that is attractive to shareholders and new investors given the significant

sunk capital and established infrastructure and as such provides the necessary platform for

the Company to continue to secure the necessary funding to continue to operate as a going

concern until such time as the underlying projects are able to generate profits and positive

cash flow from operations..

The position of such a significant and supportive shareholder and one with significant

capital resources provides confidence in the Company’s and Group’s ability to raise any

potential additional funding that it may need. Accordingly, the going concern basis has been

adopted in preparing the financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The loan notes shown in the prior year Company Statement of Financial Position of £2.017

million were resolved as follows. Resolutions were passed by the noteholders with regard

to the redemption of these Series 2017-F2 Loan Notes in full by way of the issue to the

Noteholders of their pro rata entitlement to shares in Neo Energy Metals PLC at a rate of 15

pence per £1 at a price of 0.75 pence per share (net of costs). There is no longer any cash

liability to the Company. The foregoing was implemented by the issue of shares to the

underlying loan note/bond holders subsequent to the completion of the RTO on 9 November

2023.

Environmental Responsibility

This Company recognises that, whilst supporting a sustainable energy future and the

production of minerals, such as uranium, that is critical to such a future, our activities will

have impacts upon the environment in which we operate.

The Company is committed to minimising these impacts on the environment for the well-

being and enjoyment of future generations, and requires that everyone who works with the

Company including our contractors and all stakeholders understand and protect the

natural environment, demonstrate environmentally responsible behaviour and act in

accordance with the Company’s policies, applicable laws and relevant industry standards.

During the period under review, the Company has been compliant with all relevant laws and

regulations and there have been no instances of non-compliance in respect to

environmental matters for any of its operating activities.

Employees

The Company encourages diversity in employment and Board composition to ensure

access to the best available talent with appropriate skills to achieve its goals.

The Company recognises diverse teams improve decision-making, enhance retention, and

strengthen stakeholder connections, and as such is committed to building a merit based,

diverse and inclusive workplace where everyone feels safe, valued, and respected.

The Company values diversity of thought and respects the differences between its people

and the contribution these differences make to the Company.

An inclusive and diverse workplace recognises and values the unique contribution of people

because of their individual backgrounds, skills, experiences and perspectives.

Health and Safety

The Company’s values, and actively promotes a culture of behavioural safety in which our

employees actively carry out their work such that no harm comes to themselves or those

around them.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Company fosters a pro-active and collaborative Health and Safety culture through

leadership, education, consultation, and empowering workforce engagement in active

decision-making. In doing so, the Company seeks continual improvement of our health and

safety performance utilising key leading indicators to deliver performance improvements.

Everyone within our workplaces has a duty of care to take responsibility for their own actions

and work as a team to achieve a workplace that is injury free, ensuring all our people return

to their families safely.

During the period under review, the Company has been compliant with all relevant laws and

regulations and there have been no instances of non-compliance in respect to health and

safety matters for any of its operating activities.

Human Rights Responsibility

The Company believes human rights must be inherently afforded to all people, regardless

of who they are, the circumstance they are in, or where they are located. Human rights

recognise the inherent value of each person, based on principles of dignity, equality, and

mutual respect.

The Company acknowledges its responsibility to avoid infringement of human rights and

address adverse human rights impacts through its activities, supply chains, and business

relationships.

The Company has committed to support, respect and protect internationally proclaimed

human rights in alignment with the United Nations Guiding Principles on Business and

Human Rights, International Labour Organisation Declaration on Fundamental Principles

and Rights at Work, and OECD Guidelines for Multinational Enterprises, and as a signatory

to the UN Global Compact, we work to incorporate the Ten Principles of the UN Global

Compact in our strategy and operations.

The Company has committed to support the elimination of all forms of modern slavery

including forced or compulsory labour, child labour, and human trafficking across our

operations or supply chains.

Community and Culture of Indigenous People

The Company is committed to understanding and respecting indigenous peoples' rights,

cultures, aspirations, perspectives, and interests, as set out by the principles of the United

Nations Declaration on the Rights of Indigenous People.

The Company recognises its responsibility to respect human rights and cultural heritage of

the communities that may be impacted by its operations, and seeks to comply with

applicable laws and regulations relevant to the rights, interests and obligations of

indigenous peoples and their communities.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

At its operating activities in South Africa, it seeks to actively engage and consult with the

communities and indigenous peoples early and regularly in a culturally appropriate,

meaningful, open, honest, and mutually respectful and beneficial manner consistent with

the principles of Free, Prior and Informed Consent.

The Company seeks the effective representation and participation of communities and

indigenous peoples, in decisions relating to matters that would affect them at the

Company’s operating activities.

Anti-Corruption and Anti-Bribery

The Company maintains a ‘Code of Business Conduct and Ethics’ that has been adopted by

the Board in order to promote integrity and honest and ethical conduct of the Company’s

business.

This Company’s operations are subject to an important number of very complex and

changing laws and regulations, and its Directors, employees, contractors and

representatives must comply with these laws and regulations as well as various rules,

policies and guidelines of regulatory authorities and governmental agencies wherever it

does business.

The Company’s Code Business Conduct and Ethics extends matters including:

 Insider Trading and securities and stock exchange laws and regulations that prohibit

the use and selective disclosure of information that, if publicly disclosed, could have a

significant impact on the market price or value of the Company’s securities or affect any

reasonable investor’s investment decision.

 Conflicts Of Interest and where judgments may be compromised, with undue

favouritism to any party or where a benefit of some kind is received.

 Gifts and Entertainment and where such gifts may compromise a person’s ability to

make objective and fair business decisions.

 Anti-Kickback Policy and where compensation is provided for the purpose of

improperly obtaining favourable treatment.

 Anti-Corruption Policy and where it is important that the Company and its subsidiaries

respect all international and local anti-bribery and anti-corruption laws, and where

there is the potential for the misuse of power for illegitimate private gain or to retain an

improper advantage.

The Company continuously reviews its operational procedures and guidelines issued to

consider the impact of applicable legislation such as the United Kingdom’s Bribery Act

2010.

During the period under review, the Company has been compliant with all relevant laws and

regulations and there have been no instances of non-compliance in respect to matters

captured under its Code of Business Conduct and Ethics at any of its operating activities.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Climate-Related Financial Disclosures

The Company recognises that climate change is one of the greatest challenges facing

society. The mining sector has a key role to play in helping the world transition to net zero

and the Company is committed to playing its part. The Company is aware that it needs to

measure its operational carbon footprint in order to limit and control its environmental

impact. However given the very limited nature of its operations during the year under review,

it has not been practical to measure its carbon footprint. In the future, once mining

operations have commenced, the Company will measure the impact of its direct activities,

as the full impact of the entire supply chain if its suppliers cannot be measured practically.

Below we have provided information consistent with the Streamlined Energy and Carbon

Reporting (“SECR”) Regulations and Task Force on Climate-Related Financial Disclosures

(“TCFD”).

 SECR

As per the SECR Regulations published in 2018 quoted companies and large

unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh)

of energy in the reporting period must include energy and carbon information within

their Directors’ Report.

The Company does not currently exceed this threshold and therefore is presently

exempt from the SECR reporting requirements.

The Company’s subsidiaries in South Africa are excluded from reporting under this

requirement as they are outside of the European Union.

The Company will continue to monitor these requirements and will work towards full

and accurate reporting on consumption as the Company moves its operating

activities in South Africa towards production.

Under the Listing Rules compliance with the TCFD is required for all listed companies on a

comply or disclose basis.

 TCFD Purpose

TCFD is primarily designed to protect shareholders from the impacts of climate

change by ensuring companies disclose key information within these areas and

communicate how they are thinking about and assessing climate-related risks and

opportunities as part of their resilience and risk assessment processes.

TCFD adherence requires disclosure of greenhouse gas (“GHG”) emissions as part

of the Metrics and Targets section, and this creates a partial overlap with SECR

requirements, however, TCFD’s focus is understanding how GHG emissions may

expose a company to future changes in law, regulation or market dynamics which

penalise higher polluting industry sectors, sub sectors or companies.

During the period under review, the Company completed the acquisition of

Mayflower Energy Metals Limited, and this resulted in a fundamental change in the

Company’s business, and the commencement of a new strategy to advance the

Henkries Uranium Project to production.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Group does not have the information available to report on the Group’s emissions by

scope for this period. We are committed to improving our capabilities in this area and will

prioritise the necessary resources and expertise to adequately report on TCFD metrics in

the near term.

The Company’s aim is to ensure that we effectively manage and mitigate climate-related

risks, safeguarding the sustainability of all our operations activities.

The key climate risks that our operating activities face include:

• Physical Risks including heavy rainfall, floods, and droughts, that have the

potential to disrupt our planned mining activities, and damage surrounding

infrastructure such as roads and power supplies;

• Regulatory Risks including the possibility of more stringent environmental

regulations and policies being introduced in South Africa and globally aimed at

reducing carbon emissions and which can lead to higher compliance costs and

potential restrictions on our planned mining activities;

• Reputational Risks including overlooking climate-related issues specific to the

uranium and nuclear sector that have the potential to harm the Company’s

reputation and reduce the attractiveness of the Company for future investment by

investors; and

• Market Risks including the impact of a volatile or diminishing uranium price that

may impact upon the Company’s operating activities and financial performance.

The Company’s ‘Environmental Policy’ has been established to, amongst other things,

embrace the science supporting climate change and proactively implement measured and

considered solutions to minimise the Company’s contribution and address ongoing

impacts of climate change and fulfil it compliance obligations with all applicable

environmental laws and regulations such as the SECR and TFCD disclosures and

recommendations.

Section 172 Statement

The Directors recognise their duty under section 172 of the Companies Act 2006 to promote

the success of the Company for the benefit of its members as a whole, having regard to the

long-term consequences of their decisions and to the interests of other stakeholders.

The Directors consider that they have, both individually and together, during the period

under review and post the period, acted in the way that, in good faith, would be most likely

to promote the success of the Company and Group for the benefit of its members as a

whole.

When making key strategic decisions, the Directors have full regard to the interests of the

Company employees and other stakeholders, including our impact in the community, the

environment and its reputation. Over the period under review, these decisions have focused

on the commencement of the Company’s strategy of establishing a portfolio of advanced

and producing uranium assets in South Africa.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Company has already made a number of significant future capital commitments, as

detailed in note 26, with regard to the proposed acquisition and development of the Beisa

North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine

including the Beatrix 4 mine and shaft complex, the processing plant complex and

associated infrastructure and the Henkries South Uranium Project. These proposed

investments are in addition to those to be made at the Henkries Uranium Mine, and are all

firmly in line with the Company’s strategy and to provide the basis for a long-term and

sustainable business for all the Company’s stakeholders.

In carrying out its business, the Company seeks to regularly engage in an open and

transparent manner with its shareholders to ensure that its strategy and performance and

decision making processes are clearly understood. The Company utilises several platforms

for its engagement with shareholders, including investor roadshows, attending industry and

investor conferences and through a programme of regular reporting on the London Stock

Exchange. In addition, the Company maintains a number of social media channels through

which it engages with shareholders, and direct contact details of the Company’s Key

Executive Management and its professional advisors are made available.

The Company at all times seeks to maximise local employment and has a commitment to

do so at all its operating activities in South Africa, where it has already developed strong

relationships with local governments and the surrounding communities.

The Company is committed to conducting business in an ethical and honest manner in all

its operating activities and in implementing and enforcing policies, procedures and systems

that ensure such high levels of business practices are maintained.

The impact of the Company’s activities on its stakeholders, employees and suppliers and

the likely impact of operations on the environment and local communities are of foremost

importance to the Directors when making business decisions.

The Company’s Corporate Governance policy can be found on the Company website.

www.neoenergymetals.com.

The Board believes these actions collectively promote the long-term success and

sustainability of the Company and create value for all stakeholders.

The Strategic Report forms part of the Company’s annual accounts and reports. The full set

of accounts can be found at the registered office as stated in the Company Information or

on the London Stock Exchange website.

On behalf of the board

Signed by

Jason Brewer

Director

1 December 2025

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS' REPORT

FOR THE YEAR TO 30 SEPTEMBER 2024

The Directors present their Annual Report and the Group and Company audited financial

statements for Neo Energy Metals PLC for the year ended 30 September 2024.

Principal activity

The principal activity of the Company and its subsidiaries is the exploration, development

and mining of uranium and gold in South Africa and the development of further advanced

brownfield projects to grow its operations within the uranium sector.

Business Review and Future Developments

A review of the business and likely future developments of the Company are contained in

the Chairman’s Report and Strategic Report.

Results and dividends

The trading results for the period and the Company's and Group’s financial position at the

end of the period are shown in the following financial statements.

The directors have not recommended a dividend for the year ended 30 September 2024

(2023: £Nil).

Strategic Report

In accordance with section 414C (11) of the Companies Act 2006, the Directors have chosen

to report the review of the business, the future outlook and the risks and uncertainties faced

by the company in the Strategic Report.

Directors

The following directors have held office during the period, and up to the date of this report,

were as follows:

Jason Brewer (appointed 9 November 2023)

Theo Botoulas (appointed 16 May 2025)

Sean Heathcote (appointed 9 November 2023

Jackline Muchai (appointed 9 November 2023)

Bongani Raziya (appointed 9 November 2023)

James Longley

Charles Tatnall

Quinton van der Burgh (appointed 3 March 2024, resigned 3 July 2025)

Directors’ indemnity

The Company has appropriate Directors and Officers Liability Insurance in place to protect

the Company's directors, from personal liability in the event of legal claims made against

them for alleged wrongful acts committed in their managerial capacity.

Gender of Directors and Employees

The Board of Directors consists of four directors based in Africa and three in the United

Kingdom, with one female director and two representatives of ethnic minority. The Board

recognises that it currently does not meet the requirements of the diversity targets as

detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements, on

gender or ethnicity.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Company will look to recruit and develop a diverse and more gender-balanced team as

its advances its uranium mine development strategy in South Africa.

Going Concern

The Directors have prepared the financial statements on a going concern basis. See Note

2.1 a) for more details.

Risk Management

There is no formal programme of hedging for either commodity, interest rate or foreign

exchange at this stage. However, where appropriate, such risks are managed through

purchase or sale contracts with suppliers, banks or other institutions or companies.

Financial risk management is detailed out in note 4 to these consolidated financial

statements.

Principal Risks and Uncertainties

The principal risks and uncertainties are included in the Strategic Report above and note 4

to these consolidated financial statements.

Substantial Interests

As at 30 September 2024, the Directors has been notified of the following holdings

representing 3% or more of the issued share capital of the Company:

Shareholder

Ordinary shares

of 0.1pence

Percentage of the

Company’s

Ordinary Share

Capital

Hargreaves Lansdown (Nominees) Limited *

574,799,779

38.86%

Interactive Investor Services Nominees

Limited 182,834,322 12.36%

Global Prime Partners Ltd

140,763,059

9.52%

Pershing Nominees 113,787,785 7.69%

Vidacos Nominees Limited

91,208,309

6.17%

The Bank of New York (Nominees) Limited

77,724,461

5.25%

HSDL Nominees Limited

73,727,973

4.98%

South African Branch Register

70,492,150

4.77%

James Brealy Crest Nominees Limited

66,627,342

4.50%

Gathoni Muchai Investments Limited

59,015,306

3.99%

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Current Director Shareholdings

James Longley 127,103,466 8.59%

Charles Tatnall 80,599,790 5.45%

Sean Heathcote 74,500,000

5.04%

Bongani Raziya 68,860,000

4.65%

Jason Brewer# 59,015,306

3.99%

Jackline Muchai# -

Theo Botoulas -

* includes the shares of James Longley and Sean Heathcote

** Jason Brewer and Jackline Muchai hold their shares through Gathoni Muchai Investments Ltd

There are 1,479,132,972 Ordinary Shares in issue at 30 September 2024.

The Company's capital consists of ordinary shares which are traded on the London Stock

Exchange and deferred shares. There are no restrictions on the transfer of securities in the

Company or restrictions on voting rights and none of the Company's shares are owned or

controlled by employee share schemes. There are no arrangements in place between

shareholders that are known to the Company that may restrict voting rights, restrict the

transfer of securities, result in the appointment or replacement of Directors amend the

Company's Articles of Association or restrict the powers of the Company's Directors,

including in relation to the issuing or buying back by the Company of its shares.

Details of share issues post year end are outlined in Note 26 Events after the reporting

period.

Directors’ Interests

The beneficial interests of the Directors who held office at 30 September 2024 and their

connected parties in the share capital of the Company is included in the Remuneration

Report.

Directors’ Remuneration

Directors’ remuneration is disclosed in the Remuneration Report.

Environmental and Social Governance (“ESG”) and SECR Reporting

This is detailed in the Strategic Report above.

Corporate Governance

A report on Corporate Governance is set out below in the Corporate Governance Report.

Supplier Payment Policy

It is the Company’s payment policy to pay its suppliers in conformance with industry norms.

Trade payables are paid in a timely manner within contractual terms agreed between the

two parties. Trade payable days were 234 days for the year ended 30 September 2024. A

trade payable figure has not been provided for 2023 as it is distorted by the limited expenses

for the period incurred.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Financial Risk and Management of Capital

The major balances and financial risks to which the Company is exposed to and the controls

in place to minimise those risks are disclosed in Note 4. The Board considers and reviews

these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Financial instruments

The Company has not used into any financial instrument products or entered into any such

arrangements to hedge against interest rate or exchange rate risk.

Auditors

The auditors, Moore Kingston Smith LLP were appointed as the Company’s auditors on 20

November 2024 and have expressed their willingness to continue in office. A resolution

proposing that they be re-appointed will be put at a General Meeting.

Political and Charitable Contributions

No political or charitable donations were made during the year (2023: £nil).

Post Balance Sheet Events

Details of post reporting date events are disclosed in Note 26 to the consolidated financial

statements.

Website Publication

The Directors are responsible for ensuring the Annual Report and the financial statements

are made available on its website.

The financial statements are published on the Company’s website in accordance with

legislation in the United Kingdom governing the preparation and dissemination of financial

statements, which may vary from legislation in other jurisdictions. The maintenance and

integrity of the Company’s website is the responsibility of the Directors.

Annual General Meeting (“AGM”)

The Company will hold its next AGM later in 2025 - the date will be announced on the

Company website and through RNS.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements

in accordance with applicable law and regulations.

Company law requires the directors to prepare Company financial statements for each

financial period or year. Under that law the Directors have elected to prepare the financial

statements in accordance with UK adopted International Accounting Standards. Under

company law the directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the company and of the

profit or loss for that period. In preparing these financial statements, the Directors are

required to:

 select suitable accounting policies and then apply them consistently;

 make judgements and accounting estimates that are reasonable and prudent;

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

 state whether they have been prepared in accordance with UK adopted International

Accounting Standards; and

 prepare the financial statements on the going concern basis unless it is inappropriate

to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient

to show and explain the Company’s and Group’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company and Group. They are also

responsible for safeguarding the assets of the Company and Group and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and

financial information included on the Company’s website.

Each of the Directors, whose names and functions are listed on the Company information

page confirm that, to the best of their knowledge and belief:

• the financial statements prepared in accordance with UK adopted International

Accounting Standards give a true and fair view of the assets, liabilities, financial

position, and loss of the Group; and

• the Annual Report and financial statements, including the Strategic Report, includes a

fair review of the development and performance of the business and the position of the

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

that they face.

Statement of Disclosure to Auditors

Each person who is a Director at the date of approval of this Annual Report confirms that:

 so far as the Directors are aware, there is no relevant audit information of which the

Company’s auditors are unaware;

 each Director has taken all the steps that he or she ought to have taken as Director in

order to make him or herself aware of any relevant audit information and to establish

that the Company’s auditors are aware of that information; and

 each Director is aware of and concurs with the information included in the Strategic

Report.

Events After the Reporting Date

Further information on events after the reporting date are set out in the Strategic Report

and in Note 26 to the financial statements.

This Directors’ Report was approved by the Board and signed on its behalf by:

Director

Jason Brewer

1 December 2025

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT

FOR THE YEAR TO 30 SEPTEMBER 2024

Remuneration Committee

Responsibilities and Role of the Remuneration Committee

The Committee is responsible for determining and recommending to the Board, the

framework for the remuneration of the Company’s Executive. It also monitors the

remuneration of the Group’s senior managers.

The key duties of the Committee include:

• Setting the Company’s overall remuneration policy;

• Determining individual remuneration packages, including base salary, performance-

related pay, share options and other benefits;

• Ensuring remuneration is sufficient to attract and retain high-quality executives, while

aligning rewards with the Company’s strategic objectives and long-term shareholder

value creation;

• Overseeing implementation and performance of share-based incentive schemes; and

• Monitoring compliance with relevant regulatory and governance standards.

Membership of the Committee

The members of the Committee, are:

• James Longley (Chairman)

• Charles Tatnall

All members of the Committee are Non-executive Directors and are recognised by the Board

as capable of bringing independent judgement to bear.

The membership of the Committee has been unchanged during the reporting period.

Meetings and Attendance

During the financial year ended 30 September 2024, the Remuneration Committee

met twice, with both members in attendance.

Meetings were attended by Charles Tatnall and James Longley and Jason Brewer attended

both meetings by invitation.

Between meetings, the Committee Chairman maintained regular contact with management

to discuss the Company’s performance and associated remuneration to existing and newly

recruited senior staff and Directors.

Components of Executive and Senior Management Remuneration

Basic Salary

This is a fixed cash sum, payable monthly. Salaries are reviewed annually by the

Remuneration Committee in the light of individual performance, experience in the role and

market comparisons.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Annual Bonus

Executive Directors’ remuneration typically comprises a base salary, performance-related

bonus, and participation in equity incentive arrangements. Non-Executive Directors receive

fees that reflect the time commitment and responsibilities of their roles and participate in

performance or equity-linked remuneration.

Performance related payments have been agreed and designed to align the Directors’

interests with those of the Company's shareholders and by linking pay to the Company’s

performance and achievement of key corporate, financial and strategic goals. This is

considered in line with good corporate governance practice and is aimed at encouraging

Directors to focus on the Company’s profitability, long-term growth, and value addition for

shareholders.

Long-Term Incentive Plans

From time to time, the Executive Directors and other senior employees are, in the future,

invited to participate in Long-Term Incentive Plans (“LTIPs”), whereby options to acquire

ordinary shares in the Group are awarded subject to the achievement of various

performance criteria. One such LTIP arose on 29 April 2024 and is detailed below.

The Board believes that such plans are an important element of overall executive

remuneration and assist in aligning the financial interests of Executive Directors and other

senior employees with those of the shareholders. Details of this LTIP and awards made

under it are set out below.

Directors’ Remuneration for the Year ended 30 September 2024 (audited)

The remuneration of the Directors who served during the period from 1 October 2023 to 30

September 2024 is disclosed within Note 9 of the financial statements.

Directors’ Service Contracts and Letters of Appointment

The Directors have entered into service agreements and letters of appointment with the

Group and the principal terms are as follows:

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Date of

latest

agreement

Name Position Commencement

of period of

office

Contractual

annual

salary or

fees (£)

Notice

period

16 May 2025 Theo

Botoulas

Chief

Executive

Officer

16 May 2025 150,000 6 months

9 November

2023

Jason

Brewer

Executive

Chairman

9 November 2023 96,000 6 months

9 November

2023

Sean

Heathcote

Executive

Technical

Director

9 November 2023 149,500 6 months

9 November

2023

Bongani

Raziya

Non-

Executive

Director

9 November 2023 30,000 6 months

9 November

2023*

Charles

Tatnall

Non-

Executive

Director

9 November 2023 96,000 6 months

9 November

2023

Jackline

Muchai

Non-

Executive

Director

9 November 2023 30,000 6 months

9 November

2023*

James

Longley

Non-

Executive

Director

9 November 2023 96,000 6 months

3 March

2024**

Quinton van

der Burgh

Non-

Executive

Director

3 March 2024 Nil 6 months

*Charles Tatnall and James Longley were employed as Directors of Stranger Holdings PLC

prior to the RTO and commenced their period of office on 22 October 2015.

**There was no salary or fee agreed in respect of Quinton van der Burgh. Quinton van der

Burgh resigned on 3 July 2025.

Long-Term Incentive Plan (“LTIP”)

The NEO Energy Metals PLC Executive Share Option Scheme

The LTIP contains performance criteria measuring achievements of the Company’s

corporate, financial and strategic goals. This includes such goals as, growth in the

attributable mineral resources of the Company, the performance of the Company’s share

price both on a stand-alone basis and against peer companies, increase in the Company’s

financial performance including growth in net asset position, earnings per share growth and

in liquidity and profitability.

On 29 April 2024 the directors agreed to introduce a share option scheme which was

approved by the board of the directors of the Company. The scheme has authorised the

issue of 150,000,000 share options over 150,000,000 ordinary shares of £0.0001 to the

directors. The Share Options are to have an exercise price of 1.25p and have an expiry date

of 31 May 2029. The directors were issued with the following options:

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Jason Brewer 30,000,000 share options

Sean Heathcote 30,000,000 share options

James Longley 20,000,000 share options

Charles Tatnall 20,000,000 share options

Jackline Muchai 20,000,000 share options

Bongani Raziya 20,000,000 share options

A further 10,000,000 share options are reserved for future issue to key employees of the

Company.

A share-based payment charge relating to the above options has been included in the

Statement of Comprehensive income of £25,153 (2023: £Nil). Further information can be

found in Note 21.

Non-Executive Directors’ Remuneration

Non-Executive Directors receive fees that reflect the time commitment and responsibilities

of their roles and may also participate in performance or equity-linked remuneration.

Two non-executive Directors received a basic annual fee of £96,000 per annum and other

Non-executive Directors received a basic salary of £30,000 per annum.

Recruitment Policy

Base salary levels, in future, will consider market data for the relevant role, internal

relativities, their individual experience and their current base salary. Where an individual is

recruited at below market norms, they may be re-aligned over time, subject to performance

in the role. Benefits will generally be in accordance with the approved policy. For external

and internal appointments, the Board may agree that the Company will meet certain

relocation and/or incidental expenses as appropriate.

Service agreements and terms of appointment (audited)

The directors have service contracts with the company as disclosed in the prospectus

which may be found on the Company’s new website at https://neoenergymetals.com.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Directors' emoluments (audited)

The table below sets out the remuneration received by the directors for the period ended 30

September 2024:

Salary

Fixed

Fees

Fixed

Bonuses

Variable

Total

Director 2024 2024 2024 2024

£ £ £ £

Jason Brewer - 70,865

427,615

498,480

Sean Heathcote 137,042 - - 137,042

Jackline Muchai - 26,833 - 26,833

Bongani Raziya - 26,833 - 26,833

James Longley - 75,866 317,966 393,832

Charles Tatnall - 75,866

317,966

393,832

Total 137,042 276,263 1,063,547 1,476,852

Three of the Directors fees and bonuses were paid to a third party as detailed below:

Director Company

Jason Brewer Gathoni Muchai Investments Limited

James Longley Chapman Longley Limited

Charles Tatnall Brookborne Limited

During the year the following prepayment of fees relating to the year ending 30 September

2025 (2023: £nil) were made:

Director Company

Amount (£)

Jason Brewer Gathoni Muchai Investments Limited

21,897

James Longley Chapman Longley Limited

21,716

Charles Tatnall Brookborne Limited

42,989

Total

86,602

The balance is included as amounts owed by directors in note 17 and note 24.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

For the year ended 30 September 2024, excluding the impact of the RTO, the Directors

received the following remuneration:

Salary

Fixed

Fees

Fixed

Bonuses

Variable

Total

Director 2024 2024 2024 2024

£ £ £ £

Jason Brewer - 145,866

427,615

573,481

Sean Heathcote 137,042 - - 137,042

Jackline Muchai - 26,833 - 26,833

Bongani Raziya - 26,833 - 26,833

James Longley - 155,866

317,966

473,832

Charles Tatnall - 155,866

317,966

473,832

Total 137,042 511,264 1,063,547 1,711,853

The fees above include a ‘sign-on fee’ of £60,000 each for James Longley, Charles Tatnall

and Jason Brewer. In addition, there were other accrued fees relating to services prior to

the RTO on 9 November 2023. These amounted to £20,000 for James Longley and Charles

Tatnall and £15,000 for Jason Brewer.

No pension contributions were made by the Company on behalf of its Directors, and no

excess retirement benefits have been paid out to current or past Directors.

In the period ended 30 September 2023, two Directors were remunerated via the Company,

Stranger Holdings PLC:

Salary

Fixed

Fees

Fixed

Bonuses

Variable

Total

Director 2023 2023

2023 2023

£ £

James Longley - 149,157

149,157

Charles Tatnall - 149,157

149,157

Total - 298,314

- 298,314

The Directors who were appointed under contracts on 9 November 2023 and therefore did

not receive any remuneration from the Group prior to this date.

Payment for loss of Office

If a contract is to be terminated, the Company will determine such mitigation as it considers

fair and reasonable in each case. No compensation for loss for any terminated contract was

made in the year or subsequent to the year end.

The Company reserves the right to make additional payments where such payments are

made in good faith in discharge of an existing legal obligation (or by way of damages for

breach of such an obligation); or by way of settlement or compromise of any claim arising in

connection with the termination of an Executive Director’s office or employment.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

DIRECTORS’ REMUNERATION REPORT (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Percentage change tables

The Directors have considered the requirement for the percentage change tables

comparing the Chief Executive Officer’s percentage change of remuneration to that of the

average employee to not provide any meaningful information at this time to the

shareholders as most of the employees are Directors. The Directors will review the inclusion

of this table for future reports.

Relative Importance of spend on pay (audited)

The table below illustrates a comparison between total remuneration to distributions to

shareholders and loss before tax for the financial period ended 30 September 2024 (there

was no Group remuneration in 2023):

Period ended Employee

remuneration

Distributions to

shareholders

Operational cash

outflow

£ £ £

30 September 2024 1,489,001 - (542,920)

Employee remuneration only includes fees payable to the Directors. Further details can be

found above.

Operational cash outflow has been shown in the table above as cash flow monitoring and

forecasting in an important consideration for the Board when determining cash-based

remuneration for Directors and employees.

Approval by shareholders

At the next Annual General Meeting of the Company a resolution approving this report is to

be proposed as an ordinary resolution. The Board considers shareholder feedback received

and guidance from shareholder bodies. This feedback, plus any additional feedback

received from time to time, is considered as part of the Company’s annual policy on

remuneration.

This Report was approved by the Remuneration Committee on 1 December 2025.

Signed on Behalf of the Board

James Longley

Committee Chairman

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

AUDIT COMMITTEE REPORT

FOR THE YEAR TO 30 SEPTEMBER 2024

Composition and Responsibilities

The Audit Committee comprises:

 James Longley (Chairman);

 Jason Brewer; and

 Charles Tatnall.

The Audit Committee reports to the Board and has responsibility for monitoring the integrity

of the Company’s financial statements and related formal announcements, and for

reviewing and challenging, where necessary, the actions and judgments of management in

relation to the financial reporting process.

The Audit Committee also oversees the relationship with the external auditor, including

recommending their appointment and remuneration, reviewing the effectiveness of the

audit process, and ensuring auditor independence and objectivity are maintained.

Other responsibilities include:

 Reviewing the effectiveness of the Company’s internal controls and risk management

systems;

 Monitoring the integrity and clarity of financial reporting and compliance with

accounting standards;

 Considering any significant accounting estimates or judgements;

 Reviewing the arrangements by which employees may, in confidence, raise concerns

about possible improprieties in financial reporting or other matters; and

 Overseeing the Company’s policies on business conduct and compliance.

The Committee operates under formal terms of reference approved by the Board, which are

reviewed annually.

Meetings and Attendance

During the financial year ended 30 September 2024 and in respect of the audit of the

Company’s financial statements shortly after the year end, the Audit Committee met twice,

with all members in attendance.

Meetings were attended, by Jason Brewer, Charles Tatnall and James Longley, together with

representatives of the external auditor.

Between meetings, the Committee Chairman maintained regular contact with management

and the auditor to discuss audit planning, key accounting matters, and progress of the

external audit.

Significant Areas of Review

During the year, and as part of the year-end process, the Committee focused on the

following key matters:

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

AUDIT COMMITTEE REPORT (continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

 Review of the accounting treatment of the RTO completed in November 2023 and

related disclosure of post-balance-sheet events;

 Assessment of going concern assumptions and cash flow forecasts;

 Review of the impairment assessment of exploration and evaluation assets;

 Consideration of the Group’s accounting policies and their application in the Annual

Report and Accounts;

 Review of the Chairman’s Statement and other narrative sections for factual accuracy

and consistency with the audited financials; and

 Evaluation of the external audit plan and discussion of audit findings prior to

recommendation for Board approval.

External Auditor

The Audit Committee oversaw the performance of the external auditor, Moore Kingston

Smith LLP, in the period following their appointment on 20 November 2024, reviewed the

scope and results of the audit, and assessed the auditor’s independence and objectivity.

The Committee was satisfied that the audit was effective and that the auditor remained

independent throughout the period under review.

A resolution to re-appoint the auditor will be proposed at the next Annual General Meeting.

Internal Controls and Risk Management

The Audit Committee reviewed the Company’s internal control and risk management

framework.

Although the Company does not have a dedicated internal audit function due to its size and

nature, the Committee is satisfied that there are adequate processes in place for monitoring

key financial and operational controls and that any significant issues are reported promptly

to the Board.

Committee Conclusion

The Directors have reviewed the 2024 Annual Report and Accounts in detail, including the

accounting policies, significant estimates and judgements, and the external audit findings.

The Directors are satisfied that the financial statements are fair, balanced and

understandable and that they provide the information necessary for shareholders to assess

the Company’s and Group’s performance, business model and strategy.

This report was approved by the Board on 1 December 2025

Signed on behalf of the Board

James Longley

Committee Chairman

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT

FOR THE YEAR TO 30 SEPTEMBER 2024

Introduction

The Company recognises the importance of, and is committed to, high standards of

Corporate Governance.

As a listed company in the transition category of the London Stock Exchange, the Company,

is not required to follow the UK Code of Corporate Governance. However, the Directors

recognise the importance of sound corporate governance and do observe, where practical,

the requirements of the UK Corporate Governance Code. The UK Corporate Governance

Code can be found at frc.org.uk/our-work/publications/Corporate-Governance.

The Company has also adopted the Quoted Company Alliance Corporate Governance Code

for Small and Medium size Companies (2018) (the ‘QCA Code’) to their corporate

processes. They believe this is the most appropriate recognised governance code for a

company of the Company’s size and with a listing on the London Stock Exchange.

The QCA Code has ten principles of corporate governance that the Company is committed

to maintain within the foundations of its business activities.

These principles are:

1. Establish a strategy and business model which promote long-term value for

shareholders;

2. Seek to understand and meet shareholder needs and expectations;

3. Take into account wider stakeholder and social responsibilities and their implications

for long term success;

4. Embed effective risk management, considering both opportunities and threats,

throughout the organisation;

5. Maintain the board as a well-functioning balanced team led by the Chair;

6. Ensure that between them the Directors have the necessary up to date experience,

skills and capabilities;

7. Evaluate board performance based on clear and relevant objectives, seeking

continuous improvement;

8. Promote a corporate culture that is based on ethical values and behaviours;

9. Maintain governance structures and processes that are fit for purpose and support

good decision-making by the Board; and

10. Communicate how the Company is governed and is performing by maintaining a

dialogue with shareholders and other relevant stakeholders.

The Board has voluntarily adopted the Model Code for Directors’ dealings contained in the

Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper

and reasonable steps to ensure compliance with the Model Code by the Directors.

Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will

not have the authority to (and will not) monitor the Company’s voluntary compliance with

the Model Code, nor to impose sanctions in respect of any failure by the Company to so

comply.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT (Continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

Prior to the acquisition of Mayflower Energy Metals Limited and completion of the Reverse

Takeover and during the period under review, the Company was a small company with a

modest resource base. The Company had a clear mandate to optimise the allocation of

limited resources to support its development plans. As such, the Company strives to

maintain a balance between conservation of limited resources and maintaining robust

corporate governance practices. As the Company evolves, the Board is committed to

enhancing the Company’s corporate governance policies and practices deemed

appropriate for the size and maturity of the organisation.

Set out below are the corporate governance practices for the year ended 30 September

2024.

Leadership

The Company is headed by an effective Board which is collectively responsible for the long-

term success of the Company.

The role of the Board - The Board sets the Company’s strategy, ensuring that the necessary

resources are in place to achieve the agreed strategic priorities, and reviews management

and financial performance. It is accountable to shareholders for the creation and delivery

of strong, sustainable financial performance and long-term shareholder value. To achieve

this, the Board directs and monitors the Company’s affairs within a framework of controls

which enable risk to be assessed and managed effectively. The Board also has

responsibility for setting the Company’s core values and standards of business conduct and

for ensuring that these, together with the Company’s obligations to its stakeholders, are

widely understood throughout the Company.

The Company adopted a new Financial Position and Prospects Procedures (“FPPP”)

following the acquisition of Mayflower Energy Metals Limited and completion of the RTO.

Prior to this the Company did not have an FPPP as the Company had no operations and only

two Directors. This situation was maintained for the whole of the period under review.

Board Meetings - The core activities of the Board are carried out in scheduled meetings of

the Board.

These meetings are timed to link to key events in the Company’s corporate calendar and

regular reviews of the business are conducted. Additional meetings and conference calls

are arranged to consider matters which require decisions outside the scheduled meetings.

During the year, the Board met on sixteen occasions.

Outside the scheduled meetings of the Board, the Directors maintain frequent contact with

each other to discuss any issues of concern they may have relating to the Company or their

areas of responsibility, and to keep them fully briefed on the Company’s operations.

Matters reserved specifically for Board - The Board has a formal schedule of matters

reserved that can only be decided by the Board.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT (Continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

The key matters reserved are the consideration and approval of:

 The Company’s overall strategy.

 Financial statements and dividend policy.

 Management structure including succession planning, appointments, and

remuneration, material acquisitions and disposal, material contracts, major capital

expenditure projects and budgets.

 Capital structure, debt and equity financing and other matters.

 Risk management and internal controls.

 The Company’s corporate governance and compliance arrangements.

 Corporate policies.

Summary of the Board’s work in the period – During the year, the Board considered all

relevant matters within its remit but focused in particular on the establishment of the

Company and the identification of a suitable investment opportunity for the Company to

pursue which it has now concluded.

Application of Principles of Good Governance by the Board of Directors

The Board, in the period under review, comprised Sean Heathcote, Jason Brewer, Bongani

Raziya, Jackline Muchai, Charles Tatnall, James Longley and Quinton van der Burgh.

Theo Botoulas joined the Board and Quinton van der Burgh resigned from the Board post

year end.

The Board is currently comprised of four Non-Executive Directors and three Executive

Directors.

Four Directors are based in Africa and three in the United Kingdom, with one female Director

and two representatives of ethnic minorities.

There are regular Board Meetings each year and other meetings are held as required to

direct the overall company strategy and operations with the aim of delivering long term

shareholder value. The value to shareholders is to be derived from the completion of the

RTO. Board Meetings follow a formal agenda covering matters specifically reserved for

decision by the Board. These cover key areas of the Company's affairs including overall

strategy, acquisition policy, approval of budgets, major capital expenditure and significant

transactions and financing issues. The Board is also responsible for the effectiveness of the

Company’s risk management and internal control systems. The Board believes these are

working effectively, but recognises the ongoing need for identification, evaluation and

management if significant risks.

The Board met sixteen times during the year. Outside of the scheduled meetings, the

Directors maintain frequent contact with each other to discuss any issues of concern they

may have relating to the Company or their areas of responsibility, and to keep them fully

briefed on the Company's operations. Where Directors have concerns which cannot be

resolved about the running of the company, or a proposed action, they will ensure that their

concerns are recorded in the Board minutes.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT (Continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

Attendance of meetings

Member Role Meetings attended

Sean Heathcote

Jason Brewer

Executive Director

Executive Chairman

Theo Botoulas Executive Director -*

Bongani Raziya Non-Executive Director 12

Jackline Muchai Non-Executive Director 14

Charles Tatnall Non-Executive Director 16

James Longley Non-Executive Director 16

Quinton van der Burgh Non-Executive Director -**

* Theo Botoulas joined the Board post year end.

** Quinton van der Burgh was appointed on 3 March 2024 and resigned 3 July 2025.

The Board is pleased with the high level of attendance and participation of most Directors

at Board meetings. Some Directors were unable to attend for personal reasons.

The Company only formed a Nomination Committee during the year under review following

the completion of the RTO. Furthermore, new governance procedures have been put in

place with a new FPPP.

Nomination Committee

The Nomination Committee comprises Charles Tatnall (Chairman), Bongani Raziya and

Jackline Muchai. The Committee is responsible for reviewing the structure, size,

composition and succession planning of the Board and its Committees, and for

recommending appointments of new Directors to the Board.

Its primary objectives are to ensure that:

• The Board and its Committees comprise individuals with the appropriate balance of

skills, experience, independence and knowledge of the Company;

• There is an orderly succession of Directors and senior executives;

• Diversity of background, experience and thought is considered in all Board

appointments; and

• Appointments and succession plans support the Company’s strategic and operational

objectives.

The Committee operates under formal terms of reference approved by the Board, which are

reviewed annually.

During the financial year ended 30 September 2024, some of the key activities undertaken

by the Nomination Committee included:

 Oversight of Board composition following completion of the RTO in November 2023;

 Confirmation of the appointments of Jason Brewer as Chairman and James Longley,

Jacqueline Muchai, Bongani Raziya and Charles Tatnall as Non-Executive Directors

together with Sean Heathcote as an Executive Director and post year end, Theo

Botoulas, as Chief Executive;

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT (Continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

 Review of the balance of Executive and Non-Executive representation on the Board;

 Consideration of future succession planning in line with the Company’s anticipated

growth strategy;

 Review of Committee structures and updated terms of reference to ensure good

governance alignment post-transaction; and

 The Committee also considered the Board’s future needs in terms of technical, financial

and governance expertise as the Company’s operations expand, and confirmed that the

current Board composition provides an appropriate balance at this stage of

development.

Board Composition and Diversity

The Nomination Committee recognises the benefits of diversity on the Board, including

gender, age, cultural background and professional experience. Appointments are made on

merit, having regard to the skills and experience required for the effective oversight of the

Company.

The Board currently comprises three Executive Directors and four Non-Executive Directors,

providing a suitable blend of industry experience, financial expertise, and governance

oversight.

Succession Planning

The Nomination Committee maintains an ongoing review of succession arrangements for

both the Board and key management roles. Given the Group’s current stage of

development, the Committee’s focus is on ensuring that key leadership roles are supported

by clear delegation of authority and operational continuity. As the Company progresses, the

Committee intends to broaden its search for additional independent non-executive

representation to strengthen governance and stakeholder engagement.

Director Re-Election and Performance Evaluation

All Directors are subject to re-election at the first AGM following their appointment and

thereafter at intervals in accordance with the Articles of Association. During the year, the

Committee considered the performance and contribution of each Director and concluded

that all continued to perform effectively and demonstrate commitment to their roles.

Committee Conclusion

The Nomination Committee is satisfied that the current composition of the Board is

appropriate for the Company’s size and strategic direction, and that effective succession

planning arrangements are in place. The Committee will continue to monitor Board balance,

diversity and effectiveness as the Group advances its operational and corporate

development strategy.

The Directors have a number of other commitments but believe that these do not impact on

their ability to direct the Company.

Diversity

The Company is committed to a culture of equal opportunities for all, regardless of age, race

or gender.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CORPORATE GOVERNANCE REPORT (Continued)

FOR THE YEAR TO 30 SEPTEMBER 2024

Shareholder Relations

The Board acts on behalf of its shareholders to deliver long term value. In order to

accomplish this, the Board keeps a number of channels of communication open to better

understand the views of the shareholders. Open and transparent communication with

shareholders is given high priority. All Directors are kept aware of changes in major

shareholders in the Company and are available to meet with shareholders who have

specific interests or concerns. Regular updates to record news in relation to the Company

and the status of its activities released on the London Stock Exchange website.

The Directors are available to meet with institutional shareholders to discuss any issues and

gain an understanding of the Company's business, its strategies and governance.

At every AGM individual shareholders are given the opportunity to put questions to the

Chairman and to other members of the Board that may be present. Notice of the AGM is

sent to shareholders at least 21 working days before the meeting.

This report was approved by the Board on 1 December 2025.

Signed on Behalf of the Board

Jason Brewer

Director

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc

Disclaimer of opinion

We were engaged to audit the financial statements of Neo Energy Metals Plc (formerly Stranger

Holdings Plc) (‘the Company’) and its subsidiaries (‘the Group’) for the year ended 30 September

2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated

and Parent Company Statements of Financial Position, the Consolidated and Parent Company

Statements of Cash Flows, the Consolidated and Parent Company Statements of Changes in

Equity, 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.

We do not express an opinion on the financial statements of the Group or the Company.

Because of the significance of the matters described in the basis for disclaimer of opinion

section of our report, we have not been able to obtain sufficient appropriate audit evidence to

provide a basis for an audit opinion on the financial statements.

Basis for disclaimer of opinion

As disclosed in note 2.1(a) to the financial statements, the financial statements of the Group

and Company are prepared on the assumption that the Group and Company will continue as a

going concern.

The Group’s assets are not currently generating any revenue, and the Group has reported

operating losses of £8.1m during the year. Based on management’s cashflow forecasts for the

period ending 31 December 2027, the Group is not expected to generate sufficient cash from its

current level of operations to enable it to meet its working capital requirements for a period of at

least 12 months from the date of these financial statements. As a result, the Group will need to

raise funding to provide additional working capital within the next 12 months.

The ability of the Group to meet its projected expenditure is dependent on these further equity

injections and/or the raising of cash through bank loans or other debt instruments. As of the date

of approval of these financial statements, whilst the directors remain confident of raising

finance, there can be no certainty of it being able to be raised at the required level. A failure to

raise the required funding either from debt or equity injections would mean that the Group would

be unable to meet its liabilities as they fall due for a period of at least 12 months from the date

of approval of the financial statements. We were unable to obtain sufficient appropriate audit

evidence that the required level of funding would be able to be raised.

Consequently, we were unable to obtain sufficient appropriate audit evidence to enable us to

conclude on the Group’s and Company’s ability to continue as a going concern for a period of at

least twelve months from the date of approval of the audit report and therefore whether the use

of the going concern basis of preparation of the financial statements is appropriate. The

financial statements do not reflect any adjustments that would be required should the Group

and Company be unable to continue as a going concern.

Our approach to the audit

Our group audit was scoped by obtaining an understanding of the Group and its environment,

including the Group’s system of internal control, and assessing the risks of material

misstatement in the financial statements. We also addressed the risk of management override

of internal controls, including assessing whether there was evidence of bias by the directors that

may have represented a risk of material misstatement. Our group audit focused on the financial

information of components which, in our view, either individually or in combination, represented

the most significant areas of financial reporting risk or were quantitatively material to the

Group's results.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)

For those components that presented a higher risk of material misstatement or contributed

significantly to the overall Group’s results or financial position, either a full scope or a specified

audit approach was determined based on their relative materiality to the group and our

assessment of the audit risk. For components requiring a full scope approach, we evaluated

controls by performing walkthroughs over the financial reporting systems identified as part of

our risk assessment, reviewed the financial statements production process and addressed

critical accounting matters. We then undertook substantive testing on significant transactions

and material account baIances.

In order to address the audit risks identified during our planning procedures, the group audit

engagement team performed a full scope audit of the financial statements of the Group and the

Parent Company. A full scope audit was performed by component auditors on the Neo Uranium

Resources South Africa (Pty) Ltd (“NURSA”) sub-consolidation group for the purposes of the

group audit.

Other matters

The consolidated financial statements include comparative figures as at 30 September 2023

which were not audited in accordance with the requirements of the Companies Act 2006 or ISAs

(UK). Accordingly, we do not express an opinion on the comparative figures included in the

financial statements for the period ended 30 September 2023.

Our opinion is not modified in this respect.

Key audit matters

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

significance in our audit of the financial statements of the current year 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 audit 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.

Key audit matter How our scope addressed the matter -

Going concern (Group and Company) (refer to

note 2.1(a))

The Group has incurred an operating loss of £8.1m

and has not generated any revenue during the year.

Based on management’s cashflow forecasts, for

the period ending 31 December 2027, the Group is

not expected to be generating sufficient cash from

operations to meet its working capital requirements

for a period of at least twelve months from the date

of these financial statements.

Our audit work and conclusion in respect of

going concern has been detailed in the basis

for disclaimer of opinion section of our audit

report.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)

The Directors have prepared cash flow forecasts

that show that, in the absence of any further debt or

equity funding, the Group will not be in a position to

meet its working capital requirements in the future

and for at least twelve months from the date of

approval of the financial statements.

Given the funding has not been secured at the date

of signing of these financial statements, the ability

of the Group and Company to continue as a going

concern was considered to be a significant risk and

a key audit matter.

Accounting treatment of the reverse takeover of

NURSA (Group) (refer to note 5)

On 9 November 2023, the Company completed a

reverse takeover (“RTO”) of Neo Uranium

Resources South Africa (Pty) Ltd (“NURSA”), a

private South African uranium exploration company

holding the Henkries Uranium Project and Beisa

Project through local subsidiaries.

As part of the RTO, the difference between the fair

value of the equity instruments deemed to have

been issued by NURSA and the fair value of the

identifiable net assets of the company has been

charged to the Statement of Comprehensive

Income as a reverse acquisition expense of

£6,115,898, representing in substance the cost of

obtaining a London Stock Exchange listing.

Given the significance of the transaction which is

reliant upon a number of significant assumptions,

this was considered to be a key audit matter.

The scope of our work included, but was not

restricted to:

• Assessing whether treating the transaction

as a reverse takeover was appropriate by

critically assessing who was the accounting

acquirer;

• Assessing whether the reverse takeover

transaction should be considered a

business combination as defined in IFRS 3

or a share-based payment arrangement

under IFRS 2;

• Verifying the consideration paid for the

transaction to supporting documentation;

• Considering whether acquisition costs have

been included as part of the cost of the

transaction and assessing whether this is in

accordance with the applicable financial

reporting framework;

• Critically assessing management’s

calculation of the fair value of identifiable

assets and liabilities;

• Critically assessing the presentation of the

comparative figures included in the financial

statements and whether they had been

presented correctly in accordance with the

requirements for a reverse takeover; and

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued

• Evaluating the accounting policy and

detailed disclosures included in the

financial statements to check whether

information provided in the financial

statements is compliant with the group

accounting policies and relevant accounting

and disclosure requirements.

Key observations

Based on the work performed, we concluded

that the accounting for the RTO as a share-

based payment transaction (namely a payment

by the accounting acquirer to acquire a listing)

and related disclosures in the financial

statements are not materially misstated. We

also concluded that the treatment of the

transaction as an RTO was appropriate.

Valuation of intangible assets (Group) (refer to

note 16)

The carrying value of intangible assets as at 30

September 2024 is £18.3m (2023: £0.5m) which has

not been subject to any provision for impairment at

the reporting date. This is based on valuations of the

Henkries Uranium Project and Beisa Project

performed by external experts which include

significant estimates and judgments.

Given the significance of the amount involved and

judgments applied, the valuation of intangible

assets was considered a key audit matter.

The scope of our work included, but was not

restricted to:

• Critically assessing management’s

summary of the individual IFRS 6 project

assets, including the projected expenditure,

for each project;

• Confirming that the Group has valid title to

the applicable exploration licences, and has

fulfilled any specific conditions therein,

particularly with regard to minimum

expenditure requirements;

• Critically assessing and substantively

testing capitalised exploration and

evaluation expenditure including

consideration of its appropriateness for

capitalisation under IFRS 6;

• Critically assessing the progress of the

individual projects during the year and post

year end;

• Evaluation of management’s impairment

reviews (including review of external experts’

reports) in light of any impairment indicators

identified in accordance with IFRS 6,

including corroboration and challenge

thereof;

• Critically assessing the significant

judgments and estimates included within

the external experts’ reports; and

• Reviewing the disclosures within the

consolidated financial statements.

Key observations

Based on the work performed, we concluded that

the value of intangible assets at the reporting date

is not materially misstated.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued

Valuation of investments (company) (refer to

note 15)

We considered that there was a risk that the

Company’s investment in NURSA of £3.1m (2023:

£nil) as disclosed in note 15 should be subject to

impairment.

Given that the recoverability or otherwise of the

investment was based on the operations of the

subsidiaries that are not revenue generating as at

the reporting date, this was considered a significant

risk and a key audit matter.

The scope of our work included, but was not

restricted to:

• Critically assessing management’s review

of the valuation of investments and the

underlying project assets at the year end

including any impairment indicators;

Critically assessing the pre and post year

end performance of the relevant Group

entities; and

• Reviewing the disclosures within the

consolidated financial statements.

Key observations

Based on the work performed, we concluded

that the valuation of investments held by the

Company was not materially misstated and

that no provision for impairment is required at

30 September 2024.

Valuation of amounts owed by group

undertakings (company) (refer to note 17)

We considered that there was a risk that amounts

owed by group undertakings from NURSA included

in the company financial statements of £1.2m

(2023:£nil) may not be recoverable and

consequently a provision for impairment may be

required.

Given the recoverability was based on operations of

the subsidiaries that are not revenue generating as

at reporting date, this was considered a significant

risk and a key audit matter.

The scope of our work included, but was not

restricted to:

• Critically assessing management’s review of

the valuation of investments and the

underlying project assets at the year end

including any impairment indicators;

• Critically assessing the pre and post year

end performance of the relevant group

entities; and

• Reviewing the disclosures within the

consolidated financial statements.

Key observations

Based on the work performed, we concluded

that valuation of amounts owed by group

undertakings held by the Company are not

materially misstated.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued

Accounting for issue of shares during the year

(Group and company) (refer to note 22)

There were multiple issues of shares during the year

including the issue of placing shares, shares issued to

settle debt and shares issued in lieu of fees. The shares

have been issued for cash and for services rendered.

Given the multiple share issues and the complexities

around the settlement of various external liabilities,

this was considered a significant risk and key audit

matter.

The scope of our work included, but was not

restricted to:

• Obtaining and critically assessing

the list of vendor invoices settled by

issuing equity shares;

• Substantively testing a sample of

invoices to ensure they are genuine

transactions entered into for

business purposes;

• Critically assessing whether the

accounting treatment for equity

shares issued is in accordance with

the relevant financial reporting and

legal requirements; and

• Ensuring the transactions are

appropriately disclosed in the Group

and Parent Company financial

statements.

Key observations

Based on the work performed, we concluded

that the share issues have been

appropriately accounted for and disclosed in

the Group and Company financial

statements.

Our application of materiality

The scope and focus of our audit engagement was influenced by our assessment and

application of materiality. We define materiality as the magnitude of misstatement that could

reasonably be expected to influence the readers and the economic decisions of the users of the

financial statements. We use materiality to determine the scope of our audit engagement and

the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, both individually and on the financial statements as a whole.

Due to the nature of the Group, we considered total assets to be the main focus for the users of

the financial statements, and accordingly this consideration influenced our judgement of

materiality. Based on our professional judgement, we determined materiality for the Group to

be £187,000 based on a percentage of assets (1%). Based on our professional judgement, we

determined materiality for the Company to be £43,000, also based on a percentage of total

assets (1%).

On the basis of our risk assessment, together with our assessment of the overall control

environment, our judgement was that performance materiality (i.e. our tolerance for

misstatement in an individual account or balance) for the Group and Company was 50% of

materiality, being £93,500 and £21,500 respectively.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)

We agreed to report to the Audit Committee all audit differences in respect of the Group and

Company in excess of £9,350 and £2,150 respectively and, as well as differences below that

threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the

Audit Committee on disclosure matters that we identified when assessing the overall

presentation of the financial statements.

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.

Because of the significance of the matter described in the basis for disclaimer of opinion section

of our report, we have been unable to form an opinion whether, 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

Notwithstanding our disclaimer of opinion on the financial statements, in the light of the

knowledge and understanding of the Group and the Company and their environment obtained

in the course of the audit, performed subject to the pervasive limitation described above, we

have not identified material misstatements in the Strategic Report or the Directors’ Report.

Arising from the limitation of our work referred to above:

• we have not received all the information and explanations we require for our audit; and

• we were unable to determine whether adequate accounting records have been kept by

the Company.

We have nothing to report in respect of the following matters where the Companies Act 2006

requires us to report to you if, in our opinion:

• returns adequate for our audit have not been received from branches not visited by us;

• the Company 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.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and

fair view, and for such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s

and Company’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the Group or the Company or to cease operations, or have no realistic

alternative but to do so.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)

Auditor’s Responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Group’s and Company’s financial statements in

accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our

report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an

audit opinion on these financial statements.

We are independent of the Group and 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.

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material

misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit

evidence regarding the assessed risks of material misstatement due to fraud, through designing

and implementing appropriate responses to those assessed risks; and to respond appropriately

to instances of fraud or suspected fraud identified during the audit. However, the primary

responsibility for the prevention and detection of fraud rests with both management and those

charged with governance of the Company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the

Group and Company and considered that the most significant are the Companies Act 2006,

UK adopted International Accounting Standards, the Listing Rules, the Disclosure Guidance

and Transparency Rules, and UK taxation legislation.

• We obtained an understanding of how the Company complies with these requirements by

discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the

risk of material misstatement due to fraud and how it might occur, by holding discussions

with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances

of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify

instances of non-compliance with laws and regulations. This included making enquiries of

management and those charged with governance and obtaining additional corroborative

evidence as required.

• We evaluated managements’ incentives to fraudulently manipulate the financial

statements and determined that the principal risks related to management bias in

accounting estimates and judgemental areas of the financial statements. We challenged

the assumptions and judgements made by management in respect of the significant areas

of estimation, as described in the key audit matters section.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)

There are inherent limitations in the audit procedures described above. We are less likely to

become aware of instances of non-compliance with laws and regulations that are not closely

related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or

intentional misrepresentations, or through collusion.

Other matters which we are required to address

Following the recommendation of the Audit Committee, we were appointed by the Company’s

Annual General Meeting (AGM) on 20 November 2024 as auditor of the Company to hold office

until the conclusion of the next AGM of the Company. Our total uninterrupted period of

engagement is one year, covering the year ended 30 September 2024.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group

or Company and we remain independent of the Group and the Company in conducting our audit

engagement.

Our disclaimer of 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 for no purpose other

than to draw to the attention of the Company’s members those matters which we are required

to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do

not accept or assume responsibility to any party other than the Company and Company’s

members as a body, for our work, for this report, or for the opinions we have formed.

Matthew Banton (Senior Statutory Auditor)

For and on behalf of Moore Kingston Smith LLP, Statutory Auditor

Floor

9 Appold Street

London

EC2A 2AP

1 December 2025

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR TO 30 SEPTEMBER 2024

Note Year

ended

30 September

2024

18 months

ended

30 September

2023

Unaudited

Administrative (expenses)/income 8 (2,018,319) 2,042

Exceptional items - reverse acquisition

expense

5 (6,115,898) -

Operating (loss)/profit before finance

costs

(8,134,217) 2,042

Finance costs 11 (748) -

Other income 12 1,308,036 -

Finance income 11 959 303

(Loss)/profit before tax (6,825,970) 2,345

Taxation 13 - -

(Loss)/profit after tax from continuing

operations

(6,825,970) 2,345

Total (loss)/profit for the year (6,825,970) 2,345

Total (loss)/profit attributable to:

Owners of the Parent Company (6,816,159) (374)

Non-controlling interests (9,811) 2,719

(6,825,970) 2,345

Other comprehensive income

Items that may be reclassified

subsequently to profit and loss account:

Exchange differences on translation of

foreign operations

(97,397) -

Total other comprehensive income (6,923,367) 2,345

Total comprehensive income for the

period attributable to:

Owners of the Parent Company (6,913,556) (374)

Non controlling interests (9,811) 2,719

(6,923,387) 2,345

(Loss)/earnings per share – basic and

diluted from continuing and total

operations (pence)

(0.006)

0.00

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2024

Note

30 September

2024

30 September

2023

Unaudited

ASSETS

Non-Current Assets

Intangible assets 16 18,282,999 466,928

Total non-current assets 18,282,999 466,928

Current Assets

Trade and other receivables 17 135,933 9,885

Cash and cash equivalents 18 2,585 2,304

Total current assets 138,518 12,189

Total assets 18,421,517 479,117

LIABILITIES

Current Liabilities

Trade and other payables 19 (18,198,248) (107,162)

Loans from related parties 24 (487,745) (383,254)

Borrowings 20 (1,922) -

Total current liabilities (18,687,915) (490,416)

Non-current liabilities

Borrowings 20 (26,793) -

Total liabilities (18,714,708) (490,416)

Net liabilities (293,191) (11,299)

EQUITY

Share capital – Ordinary shares 22 147,913 145,770

Share capital – Deferred shares 22 131,193 -

Share premium 22 8,661,623 736,782

Merger reserve 22 3,108,987 (882,552)

Reverse acquisition reserve 5 (2,320,231) -

Share options reserve 21 25,153 -

Translation reserve (99,617) (2,220)

Retained earnings (9,932,041) 1,457

Capital and reserves attributable to

owners of NEO Energy Metals PLC

(277,020) (763)

Non-controlling interests (16,171) (10,536)

Total Equity (293,191) (11,299)

The financial statements were approved by the Board and authorised for issue on 1 December

2025 and signed on its behalf by:

Jason Brewer

Director

Company Registration No. 09837001

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

PARENT COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2024

Note

30 September

2024

£’000

30 September

2023

£’000

ASSETS

Non-Current Assets

Investment in subsidiaries 15 3,139,467 -

Trade and other receivables 17 1,185,233 -

Total non-current assets 4,324,700 -

Current Assets

Trade and other receivables 17 127,455 489,618

Cash and cash equivalents 18 1,080 77

Total current assets 128,535 489,695

Total assets 4,453,235 489,695

LIABILITIES

Current Liabilities

Trade and other payables 19 (481,265) (1,471,353)

Loans from related parties 19/24 (374,406) (212,201)

Borrowings 20 (1,922) (2,217,327)

Total Current Liabilities (857,593) (3,900,881)

Non-current liabilities

Borrowings 20 (26,793) (24,540)

Total Liabilities (884,386) (3,925,421)

Net Assets/(liabilities) 3,568,849 (3,435,726)

EQUITY

Share capital

–

Ordinary shares 22 147,913 145,770

Share capital

–

Deferred shares 22 131,193 -

Share premium 22 8,661,623 736,782

Merger reserve 3,108,987 -

Options reserve 25,153 -

Retained earnings (8,506,020) (4,318,278)

Total Equity 3,568,849 (3,435,726)

The Company has taken advantage of the exemption under section 408 of the Companies Act

2006 by choosing not to present its individual Statement of Comprehensive Income.

The Parent Company’s loss for the period from continuing operations was £1,619,407 (2023:

£899,628).

The financial statements were approved by the Board and authorised for issue on 1

December 2025 and signed on its behalf by:

Jason Brewer

Director

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR TO 30 SEPTEMBER 2024

Year

ended

30 September

2024

18 months

ended

30 September

2023

Unaudited

Cash flows from operating activities

Operating (loss)/profit – continuing operations (6,825,970) 2,345

Adjustments for:

Write down of bonds (1,308,036) -

Gain on cancellation of CLNs on issuance (19,506) -

Interest income (959) -

Finance costs 748 -

Share-based payments 5,550,637 -

Operating cash (outflows)/ inflows before

working capital movements

(2,603,086) 2,345

Increase in trade and other receivables (126,048) (93,559)

(Decrease)/increase in trade and other payables (1,339,857) 93,518

Net cash (outflows)/inflows from operating

activities

(1,465,905) (41)

Net cash flows from investing activities

Interest Income 959 -

Net cash inflows from investing activities 959 -

Net cash flows from financing activities

Proceeds from issue of share capital 3,688,243 -

Repayment of borrowings (4,873) -

Finance costs (748) -

Loans from related parties 483,088 -

Net cash inflows from financing activities 4,165,710 -

Net increase in cash and cash equivalents 97,678 2,304

Cash and cash equivalents at the beginning of the

period

Exchange differences on cash and cash

equivalents

2,304

(97,397)

Cash and cash equivalents at the end of the

period

2,585 2,304

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

PARENT COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR TO 30 SEPTEMBER 2024

Year

ended

30 September

2024

18 months

ended

30 September

2023

Cash flows from operating activities

Operating loss (1,619,407) (899,628)

Adjustments for:

Write down of bonds (1,308,036) -

Share-based payments 25,153 -

Gain on cancellation of CLNs on issuance (19,506) -

Interest income (959) -

Finance costs 198 (32,855)

Operating cash outflows before working capital

movements

(2,922,557) (932,483)

Increase in trade and other receivables (823,070) 11,229

(Decrease)/increase in trade and other payables (311,909) 941,387

Net cash (outflows)/inflows from operating

activities

(1,134,979) 952,616

Net cash flows from investing activities

Interest income 959 -

Net cash inflows from investing activities 959 -

Net cash flows from financing activities

Repayments of borrowings (4,873) (13,911)

Finance costs (198) 32,855

Proceeds from issue of share capital 3,688,243 -

Loans from related parties/(repayment of loans) 374,408 (39,000)

Net cash inflows from financing activities 4,057,580 (20,056)

Net increase in cash and cash equivalents 1,003 77

Cash and cash equivalents at the beginning of the

period

77 -

Cash and cash equivalents at the end of the

period

1,080 77

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR TO 30 SEPTEMBER 2024

capital

Ordinary

capital

Deferred

premium

Merger

reserve

RTO

reserve

options

reserve

Translation

reserve

Retained

earnings

Total

Non

controlling

interest

Total

Balance at 31 March 2022 - - - - - - (2,220) (888) (3,108) (10,536) (13,644)

Loss for the period - - - - - - - 2,345 2,345 - 2,345

Other comprehensive income - - - - - - - - - - -

Total comprehensive income for

the period

- - - - - - - 2,345 2,345 -

2,345

Recognition of PLC Equity 145,770 - 736,782 (882,552) - - - - - - -

Balance at 30 September 2023

(Unaudited)

145,770 - 736,782 (882,552) - - (2,220) 1,457 (763) (10,536) (11,299)

Loss for period - - - - - - - (6,816,159) (6,816,159) (9,811) (6,825,970)

FX movement - - - - - - (97,397) - (97,397) - (97,397)

Other comprehensive income - - - - - - - - - - -

Total comprehensive income for

the period

- - - - - - (97,397) (6,816,159) (6,913,556) (9,811) (6,923,367)

Redesignation from ordinary to

deferred shares

(131,193) 131,193 -

- - - - - - - -

Recognition of plc equity at

acquisition date

- - - 882,552 (4,731,400) - - - (3,848,848) - (3,848,848)

Issue of shares for acquisition of

subsidiary

30,480 - - 3,108,987 (3,139,467) - - - - - -

Issue of shares for placings 34,094 - 1,624,210 - - - - - 1,658,304 - 1,658,304

Issue of shares to settle debt 21,216 - 1,454,010 - - - - - 1,475,226 - 1,475,226

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Issue of shares in lieu of fees 20,810 - 2,580,440 - - - - - 2,601,250 - 2,601,250

Issue of placing shares December

2023

14,000 - 1,036,000 - - - - - 1,050,000 - 1,050,000

Issue of placing shares December

2023

3,880 - 481,120 - - - - - 485,000 - 485,000

Issue of shares April 2024 918 - 67,942 - - - - - 68,860 - 68,860

Issue of placing shares June 2024 3,380 - 250,120 - - - - - 253,500 - 253,500

Issue of placing shares June 2024 86 - 6,413 - - - - - 6,499 - 6,499

Issue of shares August 2024 2,000 - 148,000 - - - - - 150,000 - 150,000

Issue of shares August 2024 588 - 43,529 - - - - - 44,117 - 44,117

Issue of placing shares

September 2024

884 - 233,057 - - - - - 234,941 - 234,941

Cost of shares issued - - - - - - - (2,568,335) (2,568,335) - (2,568,335)

Share based payments - 5,550,636 25,153 - - 5,575,789 - 5,575,789

Issue of warrants - - - - - - -

Decrease in equity holding of

subsidiary

- - - - - - - (549,004) (549,004) 4,176 (544,828)

Balance at 30 September 2024 147,913 131,193 8,661,623 3,108,987 (2,320,231) 25,153 (99,617) (9,932,041) (277,020) (16,171) (293,191)

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR TO 30 SEPTEMBER 2024

capital

Ordinary

capital

Deferred

premium

reserve

Merger

reserve

Share options

reserve

Retained

earnings

Total

Balance at 31 March 2022 145,770 - 736,782 - - (3,418,650) (2,536,098)

Loss for the period - - - - - (899,628) (899,628)

Total comprehensive

income for the period

- - - - - (899,628) (899,628)

Balance at 30 September

2023

145,770 - 736,782 - - (4,318,278) (3,435,726)

Loss for period - - - - - (1,619,407) (1,619,407)

Total comprehensive

income for the period

- - - - - (1,619,407) (1,619,407)

Redesignation from

ordinary to deferred

(131,193) 131,193 - - - - -

Issue of shares for

acquisition of subsidiary

30,480 -

3,108,987 - - 3,139,467

Issue of shares for

placings

34,094 - 1,624,210 - - - 1,658,304

Issue of shares to settle

debt

21,216 - 1,454,010 - - - 1,475,226

Issue of shares in lieu of

fees

20,810 - 2,580,440 - - - 2,601,250

Issue of placing shares

December 2023

14,000 - 1,036,000 - - - 1,050,000

Issue of placing shares

December 2023

3,880 - 481,120 - - - 485,000

Issue of shares April 2024 918 - 67,942 - - - 68,860

Issue of placing shares

June 2024

3,380 - 250,120 - - - 253,500

Issue of placing shares

June 2024

86 - 6,413 - - - 6,499

Issue of shares August

2024

2,000 - 148,000 - - - 150,000

Issue of shares August

2024

588 - 43,529 - - - 44,117

Issue of placing shares

September 2024

1,884 - 233,057 - - - 234,941

Share based payments - - - - 25,153 - 25,153

Cost of shares issued - - - - - (2,568,335) (2,568,335)

Balance at 30 September

2024

147,913 131,193 8,661,623 3,108,987 25,153 (8,506,020) 3,568,849

The notes on pages 71 to 109 form part of these financial statements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR TO 30 SEPTEMBER 2024

1. General information

Neo Energy Metals PLC (formally Stranger Holdings PLC) (‘the Company’) following the RTO is

now a Uranium / Yellowcake mining and exploration company incorporated in the United

Kingdom. The address of the registered office is disclosed on the company information page at

the front of the Annual Report. The Company is limited by shares and was incorporated and

registered in England and Wales on 22 October 2015 as a private limited company and re-

registered as a public limited company on 14 November 2016.

2 Accounting policies

2.1 Basis of Accounting

These financial statements of Neo Energy Metals PLC (formally Stranger Holdings PLC) have

been prepared in accordance with UK adopted International Accounting Standards and in

accordance with the Companies Act 2006. The financial statements have been prepared under

the historical cost convention.

The principal accounting policies adopted are set out below. These policies have been

consistently applied.

The preparation of financial statements in conformity with UK adopted International Accounting

Standards requires the use of certain critical accounting estimates. It also requires

management to exercise its judgement in the process of applying the Company’s accounting

policies. The areas involving a higher degree of judgment or complexity, or areas where

assumptions and estimates are significant to the consolidated financial statements are

disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires

management to make judgments, estimates and assumptions that affect the application of

accounting policies and reported amounts of assets, liabilities, income and expenses. Although

these estimates are based on management’s experience and knowledge of current events and

actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to

accounting estimates are recognised in the period in which the estimates are revised if the

revision affects only that period or in the period of the revision and future periods if the revision

affects both current and future periods.

The consolidated financial statements are presented in GBP, which is the functional currency of

the Group, and all values are rounded to the nearest £1, except when otherwise indicated.

a) Going concern

The consolidated financial statements have been prepared on a going concern basis. The

Group’s assets are not currently generating revenues and therefore the Group has incurred an

operating loss of £8,134,217 (2023: £2,042 profit) in the period. The Group has net liabilities of

£293,191 (2023: £11,299) at 30 September 2024. The Directors have prepared a profit and

cashflow forecast for the period ending 31 December 2026 which shows that an operating loss

is forecast in the 12 months subsequent to the date of these financial statements, and that the

Company and Group are unable to pay their liabilities in full without additional funding, The

Group therefore will need to raise funding to provide additional working capital within the next

12 months to meet its liabilities as they fall due.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

a) Going concern (continued)

The ability of the Group to meet its projected expenditure is dependent on these further equity

injections and / or the raising of cash through bank loans or other debt instruments. The

Directors acknowledge the disclaimer of opinion in respect of going concern, included in the

audit report, but the Directors remain confident of raising finance and therefore, the Directors

consider it appropriate to prepare the consolidated financial statements on a going concern

basis.

The consolidated financial statements do not include the adjustments that would result if the

Group were unable to continue as a going concern.

b) Reverse acquisition

The accounting treatment of the reverse acquisition (see note 5), the comparatives for the 18

months ended 30 September 2023, as well as the Statement of Financial Position as at 30

September 2023, represent those of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”).

The share capital and share premium balances are those of Neo Energy Metals PLC. The results

for the year ended 30 September 2024, as well as the Statement of Financial Position as at 30

September 2024, represent those of NURSA for the whole period and those of Neo Energy Metals

PLC from 9 November 2023 to 30 September 2024. Whilst reverse acquisition accounting is a

departure from the standard consolidation practice under the Companies Act 2006 (the “Act”)

of the legal parent consolidating the legal subsidiary, its adoption is necessary for the financial

statements to present a true and fair view as required by the Act.

c) New standards, amendments to standards and interpretations

There were no new standards or interpretations impacting the Company and Group that have

been adopted in the annual financial statements for the year ended 30 September 2024, and

which have given rise to changes in the Company’s and Group’s accounting policies.

d) Standards and interpretations in issue but not yet effective or not yet relevant

At the date of authorisation of these financial statements the following Standards and

Interpretations which have not been applied in these financial statements were in issue but not

yet effective:

Standard	Application	Effective date
IAS 1	Classification of Liabilities as Current or Non-
	Current
		1 January 2024

IAS 1	Non-current Liabilities with Covenants	1 January 2024

IAS 7 and IFRS 7	Supplier Finance Arrangements	1 January 2024

IAS 8	Accounting Policies - Changes in Accounting
	Estimates and Errors
		1 January 2025
IFRS 16	Lease Liability in a Sale and Leaseback	1 January 2024

IFRS 18	Presentation and Disclosure in Financial
	Statements
		1 January 2027
IFRS 19	Subsidiaries without Public Accountability:
	Disclosures.
		1 January 2027

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The Company intends to adopt these Standards for the respective financial years beginning

after the effective dates. The Directors do not anticipate the adoption of any of these

standards, except IFRS 18, as issued by IASB, but not yet effective, to have a material

impact on the financial statements of the Company or Group but will review each standard

in due course. The Directors have not yet assessed the impact of IFRS 18 on the financial

statements.

2.2 Basis of consolidation/Business Combination

Subsidiaries are all entities (including structured entities) over which the Group has control.

The Group controls an entity when the Group is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to affect those returns through its

power over the entity. Subsidiaries are fully consolidated from the date on which control is

transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies IFRS 3, the acquisition method to account for business combinations.

The consideration transferred for the acquisition of a subsidiary is the fair values of the

assets transferred, the liabilities incurred to the former owners of the acquiree and the

equity interests issued by the group. The consideration transferred includes the fair value

of any asset or liability resulting from a contingent consideration arrangement. Identifiable

assets acquired and liabilities and contingent liabilities assumed in a business

combination are measured initially at their fair values at the acquisition date. The Group

recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition

basis, either at fair value or at the non-controlling interest’s proportionate share of the

recognised amounts of acquiree’s identifiable net assets.

Acquisition-related costs are expensed as incurred in the consolidated financial

statements and are accounted for as part of the cost of investment in the parent company

financial statements.

Any contingent consideration to be transferred by the Group is recognised at fair value at

the acquisition date. Subsequent changes to the fair value of the contingent consideration

that is deemed to be an asset or liability is recognised either in profit or loss or as a change

to other comprehensive income. Contingent consideration that is classified as equity is not

re-measured, and its subsequent settlement is accounted for within equity.

Asset Acquisitions

Acquisitions of mineral exploration licences through the acquisition of non-operational

corporate structures that do not represent a business and therefore do not meet the

definition of a business combination, are accounted for as the acquisition of an asset.

The consideration for the asset is allocated to the assets based on their relative fair values

at the date of acquisition.

Inter-company transactions, balances and unrealised gains on transactions between

group companies are eliminated. Unrealised losses are also eliminated.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

2.3 Financial assets and liabilities

The Company classifies its financial assets at fair value through profit or loss or as loans

and receivables and classifies its financial liabilities and other financial liabilities at

amortised cost. Management determines the classification of its investments at initial

recognition, A financial asset or liability is measured initially at fair value. At inception

transaction costs that are directly attributable to the acquisition or issue, for an item not at

fair value through profit or loss, is added to the fair value of the financial asset and deducted

from the fair value of the financial liabilities.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determined

payments that are not quoted on an active market. They arise when the Company and

Group provides money, goods or services directly to a debtor with no intention of trading

the receivable. Loans are recognised when funds are advanced to the recipient. Loans and

receivables are carried at amortised cost using the effective interest method (see below).

Other financial liabilities

Other financial liabilities are non-derivative financial liabilities with fixed or determined

payments.

Other financial liabilities are recognised when cash is received from a depositor. Other

financial liabilities are carried at amortised cost using the effective interest method. The fair

value of the other liabilities repayable on demand is assumed to be the amount payable on

demand at the reporting date.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial

assets have expired or where the Group has transferred substantially all the risks and

rewards of ownership. In transactions in which the Group neither retains nor transfers

substantially all the risks and rewards of ownership of a financial asset and retains control

over the asset, the Group continues to recognise the asset to the extent of its continuing

involvement, determined by the extent to which it is exposed to changes in the value of the

transferred asset. There have not been any instances where assets have only been partly

derecognised. The Group derecognises a financial liability when its contractual obligations

are discharged, cancelled or expired.

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the

financial asset or liability is measured at initial recognition, minus principal payments, plus

or minus the cumulative amortisation using the effective interest method of any differences

between the initial amount recognised and maturity amount, minus any reduction to

impairment.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled,

between knowledgeable, willing parties in an arm’s length transaction on the measurement

date. The fair value of assets and liabilities in active markets are based on current bid and

offer prices respectively. If the market is not active the Company establishes fair value by

using other financial liabilities appropriate valuation techniques. These include the use of

recent arm’s length transactions, reference to other instruments that are substantially the

same for which market observable prices exist, net of present value and discounted cash

flow analysis.

2.4 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and other short-term highly

liquid investments with original maturities of three months or less.

2.5 Borrowings

Borrowings are recognised initially at fair value, net of transactions costs incurred.

Borrowings are subsequently carried at amortised cost: any difference between the

proceeds (net of transaction costs) and the redemption value is recognised in the income

statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of the loan facilities are recognised as transaction costs of

the loan to the extent that it is probable that some or all of the facility will be drawn down.

In this case, the fee is deferred until the draw down occurs. To the extent there is no

evidence that it is probable that some or all of the facility will be drawn down, the fee is

capitalised as a pre-payment for liquidity services and amortised over the period of the

facility to which it relates.

Borrowing costs

All other borrowing costs are recognised in the profit or loss in the period in which they are

incurred.

2.6 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of a

Company after deducting all of its liabilities. Equity instruments issued are recorded at the

proceeds received net of direct issue costs.

The share premium account represents premiums received on the initial issuing of the

share capital. Any transaction costs associated with the issuing of shares are deducted

from share premium, net of any related income tax benefits. Any bonus issues are also

deducted from share premium.

The reverse acquisition reserve was recognised during the formation of the Group when the

legal acquiree was considered to be the accounting acquirer. As the accounting acquiree

was not a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3.

This resulted in the recognition of a ‘reverse acquisition reserve’ on consolidation and is set

out in more detail in note 5.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The translation reserve policy is set out below in 2.8.

Retained earnings include all current and prior period results as disclosed in the Statement

of Comprehensive Income, less dividends paid to the owners of the Company.

2.7 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from

net profit as reported in the statement of comprehensive income because it excludes items

of income and expense that are taxable or deductible in other years, and it further excludes

items that are never taxable or deductible. The Company’s liability for current tax is

calculated using tax rates that have been enacted or substantively enacted by the end of

the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets

and liabilities in the consolidated financial statements and the corresponding tax bases

used in the computation of taxable profit. Deferred tax liabilities are generally recognised

for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the

extent that it is probable that taxable profits will be available against which those

deductible temporary differences can be utilised. Such deferred tax assets and liabilities

are not recognised if the temporary differences arise from goodwill or from the initial

recognition (other than in a business combination) of other assets and liabilities in a

transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period

and reduced to the extent that it is no longer probable that sufficient taxable profits will be

available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply

in the period in which the liability is settled or the asset realised. The measurement of

deferred tax assets and liabilities reflects the tax consequences that would follow from the

manner in which the Company expects, at the end of the reporting period, to recover or

settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to

items that are recognised in other comprehensive income or directly in equity, in which

case the current and deferred tax is also recognised in other comprehensive income or

directly in equity respectively. Where current tax or deferred tax arises from the initial

accounting for a business combination, the tax effect is included in the accounting for the

business combination.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

On 23 May 2023, the International Accounting Standards Board (the “Board”) issued

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify

that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted

to implement the Pillar Two model rules published by the OECD, including tax law that

implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these

amendments. However, they are not yet applicable for the current reporting year as the

Group's consolidated revenue is currently below the threshold of €750 million.

2.8 Foreign currency translation

In preparing the financial statements of the Group entities, transactions in currencies other

than the entity’s functional currency (foreign currencies) are recognised at the rates of

exchange prevailing on the dates of the transactions. At each reporting date, monetary

assets and liabilities that are denominated in foreign currencies are retranslated at the

rates prevailing at that date. Non-monetary items carried at fair value that are denominated

in foreign currencies are translated at the rates prevailing at the date when the fair value

was determined. Non-monetary items that are measured in terms of historical cost in a

foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise except

for:

• exchange differences on foreign currency borrowings relating to assets under

construction for future productive use, which are included in the cost of those assets when

they are regarded as an adjustment to interest costs on those foreign currency borrowings;

• exchange differences on transactions entered into to hedge certain foreign currency

risks (see below under financial instruments/hedge accounting); and

• exchange differences on monetary items receivable from or payable to a foreign

operation for which settlement is neither planned nor likely to occur in the foreseeable

future (therefore forming part of the net investment in the foreign operation), which are

recognised initially in other comprehensive income and reclassified from equity to profit or

loss on disposal or partial disposal of the net investment.

For the purpose of presenting consolidated financial statements, the assets and

liabilities of the Group’s foreign operations are translated at exchange rates prevailing

on the reporting date. Income and expense items are translated at the average

exchange rates for the period, unless exchange rates fluctuate significantly during that

period, in which case the exchange rates at the date of transactions are used.

Exchange differences arising, if any, are recognised in other comprehensive income

and accumulated in a foreign exchange translation reserve (attributed to non-

controlling interests as appropriate).

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

2.9 Share-based payments

The Group issued warrants in the period which were accounted for as equity settled share

based payment transactions with employees. The fair value of the employees services

received in exchange for these warrants is recognised as an expense in the profit and loss

account with a corresponding increase in equity in the Share-based payment reserve. As

there are no vesting conditions for these warrants the expense was recognised immediately

and will not be subsequently revisited. Fair value is determined using Black-Scholes option

pricing models.

The Group has also adopted an incentive plan to issue its management Performance Shares

based on non-market based performance conditions. These are valued by management

using the fair value of the equity instrument expected to be received and a judgement of the

likelihood for these conditions to be met. At the end of each reporting period, the Group

revises its estimate of the number of shares that are expected to be awarded.

Where equity instruments are granted to persons other than employees, the statement of

comprehensive income is charged with the fair value of the goods and services received.

2.10 Intangible assets

Exploration and evaluation assets

Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the

cost of acquisition by the Group of rights, licences and know-how. Such expenditure

requires the immediate write-off of exploration and development expenditure that the

Directors do not consider to be supported by the existence of commercial reserves.

All costs associated with mineral exploration and investments, are capitalised on a project-

by-project basis, pending determination of the feasibility of the project. Costs incurred

include appropriate technical and administrative expenses but not general overheads and

these assets are not amortised until technical feasibility and commercial viability is

established. If an exploration project is successful, the related expenditures will be

transferred to “mining assets” and amortised over the estimated life of the commercial ore

reserves on a unit of production basis. Where a licence is relinquished or a project

abandoned, the related costs are written off.

The recoverability of all exploration and development costs is dependent upon the

discovery of economically recoverable reserves, the ability of the Group to obtain

necessary financing to complete the development of reserves and future profitable

production or proceeds from the disposition thereof.

Exploration and evaluation assets shall no longer be classified as such when the technical

feasibility and commercial viability of extracting mineral resources are demonstrable.

When relevant, such assets shall be assessed for impairment, and any impairment loss

recognised, before reclassification to “Mine development”

2.11 Investments

Investment in subsidiaries are measured at cost less impairment.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

2.12 Other income (including bond and loan settlements)

Other income comprises items that are not derived from the Group’s principal revenue-

generating activities. It includes incidental income streams such as investment income,

foreign exchange gains, and gains arising from financing settlements.

Gains or losses arising from the settlement, extinguishment, or derecognition of the

Group’s own bond or loan facilities are recognised in accordance with IFRS 9 Financial

Instruments. When a bond or loan liability is settled, cancelled, or legally released, the

difference between the carrying amount of the liability and the consideration paid is

recognised immediately in profit or loss. Such gains are presented within “Other income”

in the consolidated statement of profit or loss, unless material enough to warrant separate

presentation.

2.13 Convertible loan notes

The component parts of convertible loan notes issued by the Group are classified

separately as financial liabilities and equity in accordance with the substance of the

contractual arrangements. A conversion option that will be settled by the exchange of a

fixed amount of cash or another financial assets for a fixed number of the Company’s own

equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing

market interest rate for a similar non-convertible instrument. This amount is recorded as a

liability on an amortised cost basis using the effective interest method until extinguished

upon conversion or at the instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of the

liability component from the fair value of the compound instrument as a whole. This is

recognised and included in equity, net of income tax effects, and is not subsequently

remeasured. In addition, the conversion option classified as equity will remain in equity

until the conversion option is exercised, in which case, the balance recognised in equity will

be transferred to the convertible loan note reserve. Where the conversion option remains

unexercised at the maturity date of the convertible loan note, the balance recognised in

equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss

upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the

liability and equity components in proportion to the allocation of the gross proceeds.

Transaction costs relating to the equity component are recognised directly in equity.

Transaction costs relating to the liability component are included in the carrying amount of

the liability component and are amortised over the lives of the convertible loan notes using

the effective interest method.

2.14 Net financing costs

Net financing costs comprise interest payable on borrowings calculated using the effective

interest rate method, interest receivable funds invested, foreign exchange gains and

losses, and gains and losses on hedging instruments that are recognised in the income

statement.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Interest income is recognised in the income statement as it accrues, using the effective

interest method. The interest expense component of finance lease payment is recognised

in the income statement using the effective interest rate method.

2.15 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision makers. The Chief Operating Decision Maker

(“CODM”), who are responsible for allocating resources and assessing performance of the

operating segments, has been identified as the executive Board of Directors. The Directors

are of the opinion that the business of the Group is currently focused on two reportable

geographical segments being the UK and South Africa.

2.16 Exceptional items

Exceptional items are those that, in the judgement of the Directors, are material and non-

recurring in nature, and are therefore disclosed separately within the consolidated

statement of profit or loss to provide a clearer understanding of the Group’s underlying

performance.

Exceptional items may include significant restructuring costs, acquisition-related

expenses, impairment charges, or gains and losses arising from major transactions that are

not expected to recur in the normal course of business.

Reverse Acquisition Expense

During the year, the Group completed a reverse acquisition of Neo Uranium Resources

South Africa (Pty) Ltd.

Under IFRS 3 paragraph B20–B27, the accounting acquirer recognises a listing expense

(reverse acquisition expense) representing the difference between:

• the fair value of the shares the legal subsidiary would have had to issue to acquire the

listed entity, and

• the fair value of the identifiable net assets of the listed entity.

This non-cash expense does not represent a genuine outflow of resources but arises from

the accounting presentation required under IFRS 3.

Accordingly, the reverse acquisition expense of £6,115,898 has been presented as an

exceptional item within the consolidated statement of comprehensive income.

3 Critical accounting estimates and judgments

The key assumptions concerning the future, and other key sources of estimation

uncertainty at the reporting period that may have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year,

are discussed below.

Accounting treatment of the RTO

Significant judgement is required when considering the accounting treatment of the RTO.

The Directors have to consider key factors including determining the accounting acquirer

and acquiree are and determining the fair value of the assets and liabilities being acquired

in connection with the reverse takeover.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Accounting for acquisitions and fair value

Acquisitions are accounted for at fair value. The assessment of fair value is subjective and

depends on a number of assumptions. These assumptions may include assessment of

estimated resources, cost of bringing these resources to commercial production levels,

discount rates, and the amount and timing of expected future cash flows from assets and

liabilities. In addition, the selection of specific valuation methods for individual assets and

liabilities requires judgment.

The specific valuation methods applied will be driven by the nature of the asset or liability

being assessed. The consideration given to a seller for the purchase of a business or a

company is accounted for at its fair value. When the consideration given includes elements

that are not cash, such as shares or options to acquire shares, the fair value of the

consideration given is calculated by reference to the specific nature of the consideration

given to the seller.

Impairment of investments and loans to subsidiaries

The Group and Company assess at each reporting date whether there is any objective

evidence that investments of £3,139,467 and loans to subsidiaries of £1,185,233 are

impaired. To determine whether there is objective evidence of impairment, a considerable

amount of estimation is required in assessing the ultimate realisation of these investments

of £3,139,467 and non-current receivables of £1,185,233, including valuation,

creditworthiness and future cashflows. As at the year end the Directors do not assess there

to be any impairment of these amounts.

Share-based payments

The Group issues shares and warrants to its employees, directors, investors and suppliers.

These are valued in accordance with IFRS 2 “Share-based payments” resulting in a charge

of £25,153 (2023: £nil). In calculating the related charge on issuing shares and warrants the

Group uses a variety of estimates and judgements in respect of inputs used including share

price volatility, risk free rate, and expected life. Changes to these inputs may impact the

related charge.

Valuation of deferred consideration payable

The Group has recorded a contingent consideration liability of £0.45m as at 30 September

2024 relating to the reverse acquisition of Neo Uranium Resources South Africa (Pty) Ltd. An

estimate must be made when determining the value of contingent consideration to be

recognised at each balance sheet date. Changes in assumptions could cause an increase,

or reduction, in the amount of contingent consideration payable, with a resulting charge or

credit in the consolidated income statement.

Recoverable value of intangible assets

The Group has intangible assets with a carrying value of £18,282,999 (2023: £466,928) at 30

September 2024. Costs capitalised in respect of the Group’s mining assets are required to

be assessed for impairment in accordance with IFRS 6. Such an estimate requires the

Group to exercise judgement in respect of the indicators of impairment and also in respect

of inputs used in the models which are used to support the carrying value of the assets.

Such inputs include estimates of uranium and gold reserves, production profiles, uranium

and gold price, capital expenditure, inflation rates, and pre-tax discount rates that reflect

current market assessments of (a) the time value of money; and (b) the risks specific to the

asset for which the future cash flow estimates have not been adjusted. The Directors

concluded that there was no impairment as at 30 September 2024.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

4 Financial risk management

The Group’s activities may expose it to some financial risks. The Group’s overall risk

management programme focuses on the unpredictability of financial markets and seeks to

minimise potential adverse effects on the Group’s financial performance.

a) Liquidity risk

Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter

difficulty in settling its debts or otherwise meeting its obligations related to financial

liabilities. In addition to equity funding, additional borrowings have been secured to finance

operations. The Group manages this risk by monitoring its financial resources and carefully

plans its expenditure programmes. Financial liabilities of the Group comprise trade

payables which mature in less than six months, convertible loan notes as referenced in

note 20 and deferred consideration that is payable in shares.

b) Capital risk

The Group’s objective when managing capital is to safeguard the entity’s ability to continue

as a going concern and develop its uranium and gold exploration, development and

production activities to provide returns for shareholders and benefits for other

stakeholders.

The Group’s capital structure comprises all the components of equity (all share capital,

share premium, retained earnings when earned and other reserves). When considering the

future capital requirements of the Group and the potential to fund specific project

development via debt, the Directors consider the risk characteristics of the underlying

assets in assessing the optimal capital structure.

c) Credit risk

Credit risk is the risk that the Group will suffer a financial loss as a result of another party

failing to discharge an obligation and arises from cash and other liquid investments

deposited with banks and financial institutions. The Group considers the credit ratings of

banks and institutions in which it holds funds to reduce exposure to credit risk. The Group

considers that it is not exposed to major concentrations of credit risk.

The currency profile of the Group’s cash and cash equivalents is as follows:

	30
	September
	2024
		30
		September
		2023
		Unaudited
Cash and cash equivalents	£	£
Sterling	1,080	-
South African Rand	1,505	2,304
	2,585	2,304

On the assumption that all other variables were held constant, and in respect of the

Group’s cash position, the potential impact of a 20% increase in the Pound Sterling will be

negligible.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The banks where these balances are held, and their respective credit rating is outlined

below.

Bank	Fitch	Moody’s	S&P
Absa	AA+ - B	Not available	zaAAA
Standard Bank	B - BB-	Ba2	Not available

Fair value hierarchy

All the financial assets and financial liabilities recognised in the financial statements which

are short-term in nature are shown at the carrying value which also approximates the fair

values of those financial instruments. Therefore, no separate disclosure for fair value

hierarchy is required.

d) Market risk

Market risk arises from the Group’s use of interest bearing and foreign currency financial

instruments. It is the risk that future cash flows of a financial instrument will fluctuate

because of changes in interest rates (interest rate risk), and foreign exchange rates

(currency risk).

e) Price risk

Price risk arises from the exposure to equity securities arising from investments held by the

Group. No traded equity investments are held by the Group and therefore no risk has been

identified. The Group is also exposed to price risk relating to the underlying commodity

prices of gold and uranium, but given that the Group is not in production there is no impact

on the results of the Group.

f) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from

various currency exposures, primarily with respect to Pound Sterling, US Dollar and South

African Rand. Foreign exchange risk arises from recognised monetary assets and liabilities,

where they may be denominated in a currency that is not the Group’s functional currency.

g) Categories of financial instruments

In terms of financial instruments, these solely comprise of those measured at amortised

costs and are as follows:

	Group		Company

	30 September
	2024
		30
		September
		2023

			30
			September
			2024
				30
				September
				2023

	£	£	£
				£

Trade and other payables	18,111,646	107,162	394,663	1,471,353
Financial liabilities	18,111,646	107,162	394,663	1,471,353

Cash and cash
equivalents

	2,585

		2,304

			1,080

				77
Trade and other
receivables
	135,933	9,885
			127,455
				489,618
Financial assets	138,518	12,189	128,535	489,695

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

5 Reverse Acquisition

On 9 November 2023, the Company (then “Stranger Holdings PLC”) completed a reverse

takeover (“RTO”) of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”), a private South

African uranium exploration company holding the Henkries Uranium Project and Beisa Project

through local subsidiaries.

In accordance with IFRS 3 ‘Business Combinations’, IFRS 10 ‘Consolidated Financial

Statements’ and IFRS 2 ‘Share based Payments, the transaction has been accounted for as a

reverse acquisition. The shareholders of NURSA became the controlling shareholders of the

legal parent, Neo Energy Metals PLC (“the Company”), by virtue of holding a majority of the

voting rights following completion. The legal parent (Neo Energy Metals PLC, formerly Stranger

Holdings PLC) did not meet the definition of a business under IFRS 3 and therefore the

transaction falls outside the scope of IFRS 3. Accordingly, no goodwill has been recognised and

the difference between the fair value of the equity instruments deemed to have been issued by

NURSA and the fair value of the identifiable net assets of Neo Energy Metals PLC has been

charged to the Statement of Comprehensive Income as a reverse acquisition expense of

£6,115,898, representing in substance the cost of obtaining a London Stock Exchange listing.

Share issues and consideration:

Date	Description	No. of Ordinary
		Shares Issued
			Issue Price
			(pence)
				Consideration /
				Purpose
9 November
2023
	Consideration
	Shares – issued
	to NURSA
	shareholders on
	completion of
	RTO
		304,802,666	1.03	Equity for
				acquisition of
				NURSA (Pty) Ltd
9 November
2023
	Placing and
	Subscription
	(First Round)
		761,198,802	0.75 – 1.25	Gross fund-
				raise £4.9
				million
December 2023
– September
2024
	Further Placings
	& Settlements
		267,361,504	0.75 – 1.25	To settle loans,
				fees and
				working capital
Various 2024 –
2025
	Shares in lieu of
	fees (Directors
	& Advisers)
		70,306,668	0.75 Non	-cash
				settlement of
				fees
2025 Milestone
Tranches
	Performance
	and Deferred
	Consideration
	Shares
		381,466,667	0.75	Linked to
				resource and
				licence
				milestones

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Acquisitions completed and pending

Henkries Uranium Project – 100% interest acquired via Desert Star Trading 130 (Pty) Ltd from

Desert Star Proprietary Limited. The final sale and purchase agreement was signed on 29 March

2022 (see RTO Prospectus, Part I §3). Consideration was satisfied through issue of equity and

contingent deferred consideration.

Beisa Uranium Project – acquisition of prospecting rights from Sunshine Mineral Resources (Pty)

Ltd. The purchase price was ZAR 402.5 million (£17.6 million), with an initial deposit of ZAR 2.5

million (£110,822) paid in the year, with the balance payable as 50% cash and 50% shares upon

Section 11 registration at the

the Department of Mineral Resources and Energy in South

Africa

Deferred consideration and performance milestones

Up to 100 million Deferred Consideration Shares may be issued on achievement of specific

milestones: (1) Updated JORC resource > 10 million tonnes U₃O₈ @ ≥399 ppm (50% trigger); (2)

Grant of a mining right on the Henkries Project (50% trigger); (3) Completion of an approved sale

of a controlling interest in the Company (100% trigger). Deferred shares have no dividend or

voting rights and may be redeemed for £0.01 in aggregate. Additional tranches of Performance

Shares are allotted to directors and key executives upon meeting operational milestones

defined in the RTO Prospectus §2.11. There were no performance shares awarded during the

year ended 30 September 2024.

Options and warrants

Warrants: 275,350,455 warrants were issued on Re-Admission, exercisable at 2 pence per

Ordinary Share within two years of issue.

Share options: Awards to directors and employees under IFRS 2 have been measured using the

Black-Scholes model; assumptions include expected volatility 103%, risk-free rate 3.9%,

expected life 5 years, dividend yield 0 %. Fair value charge recognised in the year: £25,153.

Equity and reserves impact

Following completion of the RTO and subsequent fundraising, the share capital increased to

£147,913, the share premium increased to £8,661,623, the reverse acquisition reserve of

£2,320,231 arose on consolidation and parent company equity is positive at £3.57 million as of

30 September 2024.

Summary

The RTO transformed Neo Energy Metals PLC from a cash shell into an operational uranium and

gold exploration group with substantial South African resource interests.

6. Segment reporting

For the purpose of IFRS 8, the CODM takes the form of the board of directors. The Directors are

of the opinion that the business of the Group is focused on two reportable segments as follows:

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

• Head office, corporate and administrative, including parent company activities of raising

finance and seeking new investment opportunities, all based in the UK; and

• Uranium exploration and mining operations, all based in South Africa.

The geographical information is the same as the operational segmental information shown

below.

Year to 30 September 2024	UK
	£
		South Africa
		£
			Total
			£
Administrative expenses	(2,363,338)	345,019	(2,018,319)
Reverse acquisition expenses	(6,115,898)	-	(6,115,898)
Operating (loss)/profit	(8,479,236)	345,019	(8,134,217)

Finance costs	198	(946)	(748)
Other income	1,308,036	-	1,308,036
Finance income	959	-	959
(Loss)/profit before ta
x
	(7,170,043)	344,073	(6,825,970)

Net (liabilities)/assets
Assets	128,534	18,292,983	18,421,517
Liabilities	(330,214)	(18,384,494)	(18,714,708)
Net (liabilities)/assets	(201,680)	(91,511)	(293,191)

The comparatives for the unaudited eighteen month period ended 30 September 2023 are for

those of NURSA only. The operations of NURSA for that period were all based in South Africa.

7 Capital management

For the purpose of the Group’s capital management, capital includes issued capital, share

premium and all other equity reserves attributable to the equity holders of the parent. The

primary objective of the Group’s capital management is to maximise the shareholder value. The

Group manages its capital structure and makes adjustments in light of changes in economic

conditions. To maintain or adjust the capital structure in the long term, the Group may adjust

future dividend payments to shareholders, return capital to shareholders or issue new shares.

The Group monitors capital using a gearing ratio, which is ‘net debt’ divided by total capital plus

net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and

other payables, less cash, excluding discontinued operations.

	30 September
	2024
		30 September
		2023
	£	£
Interest bearing loans	(26,793)	-
Trade and other payables	(18,198,248)	(27,642)
Less : cash and short term deposits	2,585	2,304
Net debt	(18,222,456)	(25,338)

Equity	(277,020)	(763)
Total capital	(277,020)	(763)
Capital and net debt	(18,499,476)	(26,101)
Gearing ratio	99%	97%

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

The table below provides a reconciliation of the Group’s and Company’s financing liabilities, as

required by IAS 7.

	Opening
	balance at 1
	October 2023
	Unaudited

		Cash flows	Non-cash
			movements

				Closing
				balance
				at 30
				September
				2024

Group
	£	£	£	£
Unsecured bank loan	-	-	28,715	28,715
Convertible loan notes	-	-	-	-
Bond facilit
y

	-	-	-	-
Total
	-	-	28,715	28,715
Company

Unsecured bank loan	24,540	(4,873)	9,048	28,715
Convertible loan notes	190,000	-	(190,000)	-
Bond facilit
y
	2,017,739
		-
			(2,017,739)	-
Total
	2,232,279	(4,873)-
			(2,198.681)
				28,715

Cash flow movements represent actual cash inflows and outflows related to financing activities,

such as loan repayments.

Non-cash movements include items that do not give rise to cash flows, such as the conversion

of the bond facility and convertible loan notes into equity, the write-off of the remaining liability

recognised as a credit in the income statement, and the accrual of unpaid interest.

The write-off of the bond facility liability is presented within finance income in the income

statement, consistent with the derecognition of the liability. The conversion of loan notes into

equity is recognised directly in equity.

The opening and closing balances in the table reconcile directly to the respective financing

liability lines in the balance sheet, and the cash flow column aligns with movements presented

within financing activities in the Statement of Cash Flows.

In order to achieve this overall objective, the Group’s capital management aims to ensure that it

meets financial requirements that may be attached to interest-bearing loans and borrowings

that define capital structure requirements.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

8 Group operating loss

	Year ended
	30 September
	2024
		Period ended
		30 September
		2023
		Unaudited
	£	£
Wages and salaries (note 9)	1,489,001	-
Share-based payment expense	25,153	-
Legal and professional fees	151,153	(3,497)
Regulatory costs	79,490	219
Audit fees	135,025	-
Office costs	95,345	1,236
Travel and accommodation expenses	43,152	-
Total administrative expenses	2,018,319	(2,042)

9. Directors’ and employees

The aggregate payroll costs (including Directors’ remuneration) were as follows:

	Year ended
	30 September
	2024
		Period ended
		30 September
		2023
		Unaudited
	£	£
Fees, bonuses, wages and salaries	1,476,852	-
Social security costs	12,149	-
	1,489,001	-

The average monthly number of persons employed by the Group, including Executive Directors,

was:

	Year ended
	30 September
	2024
		Period ended
		30 September
		2023
		Unaudited

Directors	6	2
Employees	-	-
	6	2

The remuneration of the highest paid director was £498,480. Full details are outlined in the

Directors Remuneration Report on page 43.

The Directors consider that the key management personnel of the Company and Group are the

Directors only.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

10. Auditors remuneration

Fees incurred during the year in relation to audit are analysed below. There were no fees in

relation to non-audit services.

	Year ended
	30 September
	2024
		Period ended
		30 September
		2023
	£	£
Fees payable to the Company’s auditor for the audit of the
Company’s annual audit
	125,000	70,000
Fees payable to the component auditor for the audit of
the Company’s subsidiaries
	10,025	-
	135,025	70,000

The fees in the period ended 30 September 2023 represent those of Neo Energy Metals Plc, in

respect of the audit of the Company's financial statements.

11. Net finance income

	Year ended
	30 September
	2024

	£
		Period ended
		30 September
		2023
		Unaudited
		£
Interest on loans	(748)	-
Interest income	959	303
	211	303

12. Other income

	Year ended
	30 September
	2024

	£
		Period ended
		30 September
		2023
		Unaudited
		£
Other income	1,308,036	-
	1,308,036	-

The other income credit relates to a bond facility write off as detailed below.

Bond facility

The Bond facility of £2,017,739 on 30 September 2023 was extinguished as follows. Resolutions

were passed by the noteholders at a Noteholder meeting with regard to the redemption of these

Series 2017-F2 Loan Notes in full by way of the issue to the Noteholders of their pro rata

entitlement of shares in Neo Energy Metals PLC at a rate of 15p per £1 at a price of 0.75p per

share on the completion of the reverse takeover on 9 November 2023.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

13. Taxation

	Year ended
	30 September
	2024
		Period ended
		30 September
		2023
		Unaudited
	£	£
GROUP


Total current tax	-	-

Factors affecting the tax charge for the period
(Loss)/profit on ordinary activities before taxation	(6,825,970)	2,345

(Loss)/profit on ordinary activities before taxation
multiplied by the standard rate of UK tax of 25% (2023:
25%)
	(1,706,492)	586
Reverse acquisition adjustment	1,528,975	-
Disallowable expenses	2,128	-
Tax losses carried forward	175,389	(586)
Tax (credit)/charge for the period	-	-

No liability to UK corporation tax arose on ordinary activities for the current period, and no

liability to corporate tax arose on operations in South Africa.

The individual companies in the Group have total unrealised tax losses of £4,927,719 to carry

forward against future profits. There are £4,878,436 of UK tax losses carried forward (2023:

£4,093,379) and £49,283 (ZAR 1,127,873) (2023: £586 (ZAR 12,273)) South African tax losses

carried forward.

No deferred tax asset on losses carried forward has been recognised on the grounds of

uncertainty as to when taxable profits will be generated against which the losses can be

utilised.

14. Earnings per share

Basic earnings per share is calculated by dividing the loss from continuing operations

attributable to equity shareholders of the parent company by the weighted average number

of ordinary shares in issue during the year:

	Year ended
	3
	0 September
	2024
		Period ended
		30 September
		2023
		Unaudited
	£	£

Loss after tax attributable to equity holders of the
parent company
	(6,816,159)	(374)
Weighted average number of ordinary shares	1,106,192,344	145,770,000

Basic and diluted loss per share (pence) from
continuing and total operations
	(0.6p)	(0.00p)

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

14. Earnings per share (continued)

There is no difference between the diluted loss per share and the basic loss per share presented

given any adjustment is anti-dilutive. Warrants could potentially dilute basic earnings per share

in the future but were not included in the calculation of diluted earnings per share as they are

anti-dilutive for the period presented.

15. Investment in subsidiaries

Company	£

Cost and net book amount
At 1 October 2023	-
Additions – Neo Uranium Resources South Africa (Pty) Limited (NURSA)	3,139,467

At 30 September 2024	3,139,467

Composition of the Group

Information about the composition of the Group at the end of the reporting period is as follows:

Name	Principal activity	Country of
		incorporation and
		registered office
			Group % owned
			subsidiary

Neo Uranium
Resources South
Africa (Pty) Limited
	Uranium
	exploration and
	mining
		South Africa

		Registered office: Loydall Company
		Secretaries, 21 Melinda Road,
		Rosendal.Durbanville, Western Cape
		7550
			100%

Neo Uranium
Resources Beisa
Mine Pty) Limited
	Uranium mining
	and
	development
		South Africa

		Registered office:
		Blue Crane Vista, Twin Palms Street,
		The Wilds Estate Pretorius Park,
		Pretoria Gauteng ,0081
			100%

Desert Star Trading
130 Proprietary
Limited
	Uranium
	exploration and
	mining
		South Africa

		Registered office:
		Suite 7, Denavo House,15 York Street,
		Kensington B,Randburg,2194
			50.1%

All of the subsidiaries identified above are included in the consolidated financial statements.

The holdings in the subsidiaries except NURBM are held directly.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

16. Intangible assets

Group

Cost and net book amount	Desert Star
	(Henkries)
	Prospecting
	Rights

		Sunshine
		Mineral
		Resources
		Prospecting
		Rights
			Total
	£	£	£
At 1 October 2022 (Unaudited)	179,238	-	179,238
Additions (Unaudited)	287,690	-	287,690
At 30 September 2023 (Unaudited)	466,928	-	466,928
Additions	1,306,899	16,509,172	17,816,071
At 30 September 2024	1,773,827	16,509,172	18,282,999

Desert Star (Henkries) Prospecting Rights

As at 30 September 2024 the Directors assessed the carrying value of the Desert Star Henkries

prospecting rights asset, of £1,773,827 as part of the impairment testing of Henkries Project that

is held in Desert Star Trading 130 (Pty) Ltd, in accordance with IAS 36. The Directors concluded

that no impairment is required based on Fair Value Less Cost of Disposal (“FVLCD”) basis since

the recoverable amount will be in excess of the expenses incurred.

The assessment was based on:

• Recent market transactions for comparable mining assets in the region;

• Independent third- party valuations commissioned by the Company during the year (J Perold

Report: “Mineral asset valuation of the Neo Energy Metals PLC Uranium Project Henkries

Central and North). Valuation where the mid value was £11,149,159 (US$14,912,000); and

• Observations of current market prices for mineral tenements and exploration licences.

The key inputs to the assessment considered:

• Benchmark transactions multiples (lbs of the Resources and the Uranium US$ price/ lb);

• Adjustments for asset specific factors including stage of development and the regional risk,

as well as the quality and quantity of the geological information as per the Competent

Persons Report “C.P.R.” and the independent valuation; and

• Disposal Cost of 2.5% of the Gross fair Value consistent with the industry norms.

The amount as per an Independent Valuation Report concluded that the value was £11,149,159

(US$14,912,000). The Group does not yet hold a valid title to this respective project until such

time as the section 11 transfer.

Sensitivity analysis

The discounted cash flow model includes a 10% discount rate. An increase in the discount rate

to 16.25% decreases the Net Present Value of the project to nil.

The Company considered the percentage reduction in the transaction value where breakeven is

reached, beyond which the project would be impaired. From the analysis completed the

percentage reduction where breakeven would be reached is 84.1%.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

16. Intangible assets (continued)

Sunshine Mineral Resources Prospecting Rights “SSMR”

As at 30 September 2024 the Directors assessed the carrying value of the asset of £16,509,172

as part of impairment testing of the Beisa North and Beisa South Project that is held in Neo

Uranium Beisa Mine (Pty) Limited, in accordance with IAS 36.

The Directors concluded that no impairment is required based on the FVLCD. The recoverable

amount will be in excess of the expenses incurred.

This was estimation was based on:

• Recent Market Transactions for comparable mining assets in the region;

• Independent third- party valuations commissioned by the Company during the year (VC

Muller from Proteck Report “Independent Valuation of the Uranium and Gold Resources and

Beisa North and Beisa South) Valuation Mid Value USD$157,060,000; and

• Observations of market prices for mineral tenements and exploration licences.

No discounted cashflow modelling was applied.

The key inputs to the assessment considered:

• Benchmark transactions multiples (lbs of the Resources and the Uranium US$ price/ lb);

• Adjustments for asset specific factors including stage of development and the regional risk,

as well as the quality and quantity of the geological information as per the Competent

Persons Report “C.P.R.” and the independent valuation; and

• Disposal Cost of 2.5% of the Gross fair Value consistent with the industry norms.

The amount as per an Independent Valuation Report concluded that the value was £117,420,560

(US$157,060,000). The Group does not yet hold a valid title to this respective project until such

time as the section 11 transfer

Sensitivity analyses

The Company considered the percentage reduction in the transaction value where breakeven is

reached, beyond which the project would be impaired. From the analysis completed the

percentage reduction where breakeven would be reached is 85.9%.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

17. Trade and other receivables

	Group		Company
Current assets

	30
	September
	2024

	£
		30
		September
		2023
		Unaudited
		£
			30
			September
			2024

			£
				30
				September
				2023

				£
Other receivables and
prepayments
	49,331	9,885	40,853	489,618
Amounts owed by directors	86,602	-	86,602	-
	135,933	9,885	127,455	489,618
Non-current assets
Amounts owed by group
undertakings
	-	-	1,185,233	-
	135,933	9,885	1,312,688	489,618

There are no material differences between the fair value of trade and other receivables and

their carrying value at the year end.

The amounts owed by group undertakings is an amount due from NURSA. The balance is

unsecured, interest free and repayable on demand.

18. Cash and cash equivalents

	Group		Company
	30
	September
	2024

	£
		30
		September
		2023
		Unaudited
		£
			30
			September
			2024

			£
				30
				September
				2023

				£
Cash and cash equivalents	2,585	2,304	1,080	77
	2,585	2,304	1,080	77

19. Trade and other payables

	Group		Company
	30
	September
	2024

	£
		30
		September
		2023
		Unaudited
		£
			30
			September
			2024

			£
				30
				September
				2023

				£

Trade payables	323,929	107,337	229,352	411,621
Other payables and accruals	360,002	(175)	237,705	1,059,732
Deferred consideration	17,500,109	-	-	-
Taxes and social security	14,208	-	14,208	-
	18,198,248	107,162	481,265	1,471,353

The deferred consideration of £17,500,109 (ZAR400,000,000) is due to the vendors of the

Sunshine Mineral Reserve asset acquisition on the transfer of the applicable prospecting rights

to Neo Uranium Resources Beisa Mine (Pty) Ltd once Section 11 notice of the Mineral Resources

and Petroleum Development Act has been issued.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

20. Borrowings

	Group		Company
	30
	September
	2024

	£
		30
		September
		2023
		Unaudited
		£
			30
			September
			2024

			£
				30
				September
				2023

				£
Non-current liabilities
Unsecured bank loan	26,793	-	26,793	24,540

	26,793	-	26,793	24,540
Current liabilities
Convertible loan notes	-	-	-	190,000
Unsecured bank loan	1,922	-	1,922	9,588
Bond facility	-	-	-	2,017,739
	1,922	-	1,922	2,217,327

Terms and Repayment schedule

	Interest rate	Year of
		Maturity
			30
			September
			2024
			£
				30
				September
				2023
				£
Unsecured bank loan	2.5%	2027	28,715	34,128
Total interest-bearing liabilities			28,715	34,128

Repayment schedule:

	Amounts payable
	within 1 year


	£
		Amounts
		payable
		between 1-
		5 years
		£
			Amounts
			payable
			after 5
			years
			£
				Total



				£
Unsecured bank loan	2,334	22,458	3,923	28,715

Convertible loan notes

Convertible loan notes of £90,000, were issued with interest at 10% per annum, convertible at

0.75 pence per share and convertible at any time but were fully repayable upon the completion

or collapse of the planned reverse take-over.

Convertible loan notes of £100,000, were non-interest bearing, convertible at 0.75 pence per

share and convertible at any time but were fully repayable upon the completion or collapse of

the reverse take-over.

All convertible loan notes were converted to Neo Energy Metals PLC equity on the completion of

the reverse takeover on 9 November 2023.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

21. Share based payments

Warrants

As part of the RTO on 9 November 2023, the Company offered warrants to various pre-RTO

subscribers and to its broker First Equity. These are deemed investor warrants and entitle the

holder to subscribe for an Ordinary share in the Company at a price of 2 pence per Ordinary

share and will expire 2 years from re-admission being 9 November 2025. The following investor

warrants were issued which fall outside the scope of IFRS 2 and as such have been issued at nil

cost:

	Number of warrants	Weighted average
		exercise price
Outstanding 1 October 2023	-	-
Issued on re-admission	275,350,455	2 pence
Warrants cancelled	(155,555,555)	2 pence
Outstanding on 30 September 2024	119,794,900	2 pence
Weighted average remaining contractual
life
		1.11 years

The warrants have vested on grant and have been recognised in full upon issue. If the warrants

remain unexercised after a period of two years from the date of grant being 9 November 2025,

they will expire. The holder may exercise the subscription right at any time within the

subscription period.

Options

On 29 April 2024 the Directors agreed to introduce a share option scheme which was

approved by the board of Directors of the Company.

The scheme has authorised the issue of 150,000,000 share options over 150,000,000

ordinary shares of £0.0001 to the Directors. The share options are to have an exercise price

of 1.25 pence and have an expiry date of 31 May 2029.

The Non-Executive Directors are to receive up to 20,000,000 options each, with the

Executive Directors receiving the balance equally, less 10,000,000 options set aside for key

employees. Further details are in the Remuneration Report.

Under IFRS 2 the Company must recognise the fair value of the options granted as an

expense in the Income Statement. The Black Scholes model was used to calculate the fair

value of the options granted for the year using the following key criteria:

Share price at date of grant	0.62 pence
Exercise price of each option	1.25 pence
Number of share options	150,000,000
Life of each option from date of grant	5 years
Expected volatility	103%
Dividend yield	0.00%
Risk free rate of interest	3.9%
Minimum vesting period	5 years
Calculated fair value per share	0.419 pence per
	share

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

21. Share based payments (continued)

The Group recognised a total expense in the year of £25,153 relating to the grant of those

options (2023: £nil).

22. Share capital, share premium and reserves

	Ordinary
	shares of
	£0.0001
		Ordinary
		shares
		£
			Deferred
			shares
			£
				Share
				premium
				£
					Merger
					reserve
					£
						Total

						£

9 November 2023
Issued share capital of Neo
Energy Metals PLC at 30
September 2023
(nominal value of £0.001 per
share)
	145,770,000	145,770	-	736,782	-	882,552

Redesignation of shares
from £0.001 to £0.0001 par
value

	1,457,700,000

		145,770

			-

				736,782

					-

						882,552
Redesignation from ordinary
to deferred shares
	(
	1,311,930,000)	(131,193)	131,193	-	-	-
Issue of shares for
acquisition of subsidiary
	304,802,666	30,480	-	-	3,108,987	3,139,467
Issue of shares for placings	340,935,685	34,094	-	1,624,210	-	1,658,304
Issue of shares to settle
debt
	212,163,117	21,216	-	1,454,010	-	1,475,226
Issue of shares in lieu of fees	208,100,000	20,810	-	2,580,440	-	2,601,250

Totals following the
reverse acquisition
	1,211,771,468	121,177	131,193	6,395,442	3,108,987	9,756,799

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

22. Share capital and premium (continued)

	Ordinary
	shares of
	£0.0001
		Ordinary
		shares
		£
			Deferred
			shares
			£
				Share
				premium
				£
					Merger
					reserve
					£
						Total

						£

Balance brought forward	1,211,771,468	121,177	131,193	6,395,442	3,108,987	9,756,799

Issue of placing shares
December 2023
	140,000,000	14,000	-	1,036,000	-	1,050,000
Issue of placing shares
December 2023
	38,800,000	3,880	-	481,120	-	485,000
Issue of shares on
April 2024
	9,181,315	918	-	67,942	-	68,860
Issue of placing shares
June 2024
	33,800,000	3,380	-	250,120	-	253,500
Issue of placing shares
June 2024
	866,636	86	-	6,413	-	6,499
Issue of shares
August 2024
	20,000,000	2,000	-	148,000	-	150,000
Issue of shares
August 2024
	5,882,353	588	-	43,529	-	44,117
Issue of placing shares
September 2024
	18,831,200	1,884	-	233,057	-	234,941

At 30 September 2024	1,479,132,972	147,913	131,193	8,661,623	3,108,987	12,049,716

Share capital - Ordinary shares

Holders of the ordinary shares are entitled to dividends as declared from time to time and are

entitled to one vote per share at general meetings of the Company.

Share capital - Deferred shares

Deferred shares are a class of equity instruments that carry no voting rights, no rights to

dividends, and only minimal or contingent rights to capital on a winding-up.

Share premium

The share premium account comprises of amounts subscribed for shares in excess of their

nominal value. The incremental costs directly attributable to the issue of ordinary shares are

recognised as a deduction from the share premium arising on that issue of shares.

Share options reserve

The share options reserve represents the value of share options granted to directors and

employees of the Company. This reserve reflects the cost of these options over time granted to

those directors and employees.

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

Reverse acquisition reserve

The reverse acquisition reserve represents the adjustment required to reflect the capital

structure of the legal parent (the Company) in the consolidated financial statements following

the reverse acquisition of Neo Energy Metals PLC, which is identified as the accounting acquiree

under IFRS 3 Business Combinations.

In accordance with IFRS 3, the consolidated financial statements represent a continuation of

the financial statements of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”), with the

net assets of the Company recognised at fair value at the acquisition date. The difference

between the nominal value of the shares issued by the Company to effect the business

combination and the capital structure of Neo Energy Metals PLC has been recorded in the

reverse acquisition reserve. The balance in this reserve does not constitute a realised gain or

loss and is therefore not distributable.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of

the financial statements of foreign operations.

Merger reserve

The merger reserve arose on the issue of shares to facilitate the reverse acquisition of the

Company by Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”) on 9 November 2023.

Although the Company is the legal acquirer, NURSA was identified as the accounting acquirer

under IFRS 3 Business Combinations (reverse acquisition).

Retained earnings

Retained earnings comprises of accumulated profits or losses recognised in the consolidated

statement of profit or loss and other comprehensive income.

23. Accumulated deficit

	Group		Company


	30
	September
	2024

	£
		30
		September
		2023
		Unaudited
		£
			30
			September
			2024

			£
				30
				September
				2023

				£

At start of period	1,457	(888)	(4,318,278)	(3,418,650)
Decrease in equity holding of
subsidiary
	(549,004)	-	-	-
Cost of shares issued	(2,568,335)	-	(2,568,335)	-
(Loss)/profit for the period	(6,816,159)	2,345	(1,619,407)	(899,628)
	(9,932,041)	1,457	(8,506,020)	(4,318,278)

Contingent liabilities

The company has no contingent liabilities in respect of legal claims or other known claims

arising from the Group’s activities.

100

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

24. Related party transactions

Group

The Group’s related parties as defined by International Accounting Standard 24 (revised), the

nature of the relationship and the amount of transactions with them during the period were as

follows:

	Nature of
	relationship
		Year ended
		30 September 2024
				Period ended
				30 September 2023
				Unaudited
						Nature of transaction
		£	£	£	£

		Total
		transactions
		in the year
			Balance at
			the year
			end due
			(to)/from
				Total

				transactions
				in the period
					Balance at
					the period
					end due
					(to)/from

Loans from related parties



Gathoni Muchai
Investments Limited
	1	-	(487,745)	-	-	Loan from Gathoni
						Muchai Investments
						Limited and
						expenses paid on
						behalf of the
						Company.
Mayflower Energy
Metals Limited

	8	-	-	-	(383,254)	Loan from
						Mayflower Energy
						Metals Limited.

TOTAL		-	(487,745)	-	(383,254)

The balance of £487,745 due to Gathoni Muchai Investments Limited is unsecured, interest free and repayable on

demand.

Directors’ Remuneration

Gathoni Muchai
Investments Limited
	1	498,480	-	-	-	Fees and bonus in
						respect of services
						for the year ended
						30 September 2024.
Chapman Longley
Limited
	2	393,832	-	-	-	Fees and bonus in
						respect of services
						for the year ended
						30 September 2024.
Brookborne Limited	3	393,832	-	-	-	Fees and bonus in
						respect of services
						for the year ended
						30 September 2024.
Bongani Raziya	4	26,833	-	-	-	Fees in respect of
						services for the year
						ended 30
						September 2024.
Jackline Muchai	5	26,833	-	-	-	Fees in respect of
						services for the year
						ended 30
						September 2024.
Sean Heathcote	7	137,042	-	-	-	Salary in respect of
						services for the year
						ended 30
						September 2024.
TOTAL		1,476,852	-	-	-

101

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

24 Related party transactions (continued)

	Nature of
	relationship
		Year ended
		30 September 2024
				Period ended
				30 September 2023
				Unaudited
						Nature of transaction
		£	£	£	£

		Total
		transactions
		in the year
			Balance at
			the year
			end due
			(to)/from
				Total

				transactions
				in the period
					Balance at
					the period
					end due
					(to)/from


Amounts owed by related parties
Gathoni Muchai
Investments Limited
	1
		21,897	21,897	-	-	Prepayment of fees
						in respect of
						services for the year
						ending 30
						September 2025.
Chapman Longley
Limited
	2	21,716	21,716	-	-	Prepayment of fees
						in respect of
						services for the year
						ending 30
						September 2025.
Brookborne Limited	3	42,989	42,989	-	-	Prepayment of fees
						in respect of
						services for the year
						ending 30
						September 2025.
TOTAL		86,602	86,602	-	-

Administrative expenses

Fandango Holdings
PLC
	9	2,850	-	-	-	Balance written off
						through mutual
						agreement with
						Fandango Holdings
						PLC.
TOTAL		2,850	-	-	-

102

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

24.Related party transactions (continued)

	Nature of
	relationship
		Year ended
		30 September 2024
				Period ended
				30 September 2023
				Unaudited
						Nature of transaction
		£	£	£	£

		Total
		transactions
		in the year
			Balance at
			the year
			end due
			(to)/from
				Total

				transactions
				in the period
					Balance at
					the period
					end due
					(to)/from


Share capital
Charles Tatnall	9	(80,600)	-	-	-	Share capital issued
						to Director
James Longley	11	(127,103)	-	-	-	Share capital issued
						to Director
Bongani Raziya	4	(68,860)	-	-	-	Commission paid
						wholly in ordinary
						shares for
						Bongani’s part in
						the Desert Star
						acquisition.
Jason Brewer	6	(118,366)	-	-	-	Share capital issued
						to Director
Sean Heathcote	7	(74,500)	-	-	-	Share capital issued
						to Director
Jackline Muchai	5	(112,768)	-	-	-	Share capital issued
						to Director
Gathoni Muchai
Investments Ltd
	1	(59,015)	-	-	-	Share capital issued
						to Company of a
						Director
TOTAL		(641,212)	-	-	-

Company

The Directors’ transactions in the Company are included in the Group disclosure above. In

addition to these, the Company has the following related party transactions as defined by

International Accounting Standard 24 (revised).

	Nature of
	relationship
		Year ended
		30 September 2024
				Period ended
				30 September 2023
						Nature of
						transaction
		£	£	£	£
		Total
		transactions
		in the year
			Balance
			at the
			year end
			due
			(to)/from
				Total
				transactions
				in the period
					Balance at
					the period
					end due
					(to)/from


Amounts owed by group undertakings
Neo Uranium
Resources SA (Pty)
Limited
	10	1,185,233	1,185,233	-	-	Intercompany
						transactions
						between Neo
						Energy Metals
						PLC (Company)
						and NURSA.
TOTAL	-	1,185,233 1,1	85,233	-	-

103

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

24.Related party transactions (continued)

	Nature of

	relationship
		Year ended
		30 September 2024
				Period ended
				30 September 2023
						Nature of
						transaction
		£	£	£	£
		Total
		transactions
		in the year
			Balance
			at the
			year end
			due
			(to)/from
				Total
				transactions
				in the
				period
					Balance at
					the period
					end due
					(to)/from


A
mounts owed to related parties

DCA Accountants	14	-	-	(60,000)	(60,000)	Director fees in
						respect of James
						Longley. This was
						settled as part of
						the RTO.
TOTAL		-	-	(60,000)	(60,000)

Loans from related parties
James Longley	11	-	-	(4,815)	(4,815)	Loan advanced to
						the Company and
						settled as part of
						the RTO.
Fandango Holdings
PLC
	9	-	-	-	(97,840)	Loan advanced to
						the Company and
						settled as part of
						the RTO.
Plutus Energy Limited	12	-	-	-	(13,656)	Loan advanced to
						the Company and
						settled as part of
						the RTO.
Plutus Powergen PLC

	13	-	-	-	(4,064)	Loan advanced to
						the Company and
						settled as part of
						the RTO.
Mayflower Energy
Metals Limited
	8	-	-	-	(91,826)	Loan advanced to
						the Company and
						settled as part of
						the RTO.
Gathoni Muchai
Investments Limited
	1	(374,406)	(374,406)	-	-	Loan from
						Gathoni Muchai
						Investments Ltd.
TOTAL		(374,406)	(374,406)	(4,815)	(212,201)

Nature of relationships

Gathoni Muchai Investments Limited is a Company controlled by Jason Brewer,

Executive Chairman.

Chapman Longley Limited is a Company controlled by James Longley, Non-

Executive Director.

Brookborne Limited is a Company controlled by Charles Tatnall, Non-Executive

Director.

Bongani Raziya is a Non-Executive Director.

Jackline Muchai is a Non-Executive Director.

Jason Brewer is Executive Chairman.

104

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

24.Related party transactions (continued)

Sean Heathcote is Technical Director.

Mayflower Energy Metals Limited was the owner of NURSA prior to the reverse

take over on 9 November 2023.

Charles Tatnall is a Non-Executive Director and is a Director of Fandango Holdings

PLC.

Neo Energy Metals Plc holds 100% shareholding in Neo Uranium Resources South

Africa (Pty) Ltd.

James Longley is a Non-Executive Director.

James Longley, Non-Executive Director and Charles Tatnall, Non-Executive

Director are both Directors of Plutus Energy Limited.

James Longley, Non-Executive Director and Charles Tatnall, Non-Executive

Director are both Directors of Plutus Powergen PLC.

DCA Accountants is a company owned by James Longley. Fees were billed from

this company for his Company Director fees in the period ended 30 September

2023.

Performance shares

No awards were made to related parties in the year other than bonuses in shares to three

directors – see Remuneration Report for further details and note 5 for the performance related

conditions relating to these awards.

25. Events after the reporting period

On 14 October 2024, the Company announced that its wholly owned South African

subsidiary, Neo Uranium Resources South Africa (Pty) Ltd ('NURSA'), had entered into a

binding heads of agreement to acquire a 100% interest in the Henkries South Uranium Project

('Henkries South') from South African uranium exploration company, Eagle Uranium SA (Pty)

Ltd ('Eagle Uranium').

Henkries South comprises one granted Prospecting Licence that extends over approximately

1,050km

and is immediately south of and adjoins the Company's existing Henkries Uranium

Project located in the administrative district of Namaqualand in the Northern Cape Province

of South Africa.

The acquisition of Henkries South materially increases the Company's strategic landholding

in the region by over 130% from a current 742km

area to almost 1,800km

. It adds a further

10km strike length of shallow paleo-channels to the current 36km of strike length of paleo-

channels that have been demonstrated to host the shallow uranium mineralisation at the

Company's Henkries Project from the multiple resource drilling programmes and feasibility

work completed as part of the historic US$30 million of exploration and development

expenditure.

105

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

25.Events after the reporting period (continued)

Following on from the above, the Company announced on 25 October 2024 that the

Company's South African based lawyers are finalising the formal share sale and

purchase agreement for the acquisition of 100% of the Henkries South Uranium Project.

The documentation process remains on track for completion by the end of 2025, with the

Company and its advisors to then seek receipt of all applicable regulatory approvals for

the acquisition.

The balance of shares, due to Eagle Uranium shareholders under the agreement, will be

subject to the completion of certain regulatory milestones including the transfer of the

mineral rights. These shares will also be issued at 1.25p per share and will be subject to

a six-month lock-in period, effective from the date of share issuance.

On 18 November 2024 the Company issued 25,000,000 ordinary shares to Eagle

Uranium SA Limited as part consideration for the acquisition of the Henkries South

Uranium Project.

On 26 November 2024 the Company allotted a number of shares to various parties that

were originally earmarked for an investor who was not able to invest further funds

totalling £2,000,000 as was originally agreed. The total number of shares involved was

47,306,668 and these were reallocated as follows:

• 45,973,334 to directors in lieu of fees owed to them; and

• 1,333,334 allotted to a service provider in lieu of fees owed.

On 9 December 2024, the Company announced that its wholly owned South African

subsidiary, Neo Uranium Resources Beisa Mine (Pty) Limited (“NURB”) has entered into

a sale and acquisition agreement with a wholly owned subsidiary of Sibanye Stillwater

Limited ('Sibanye-Stillwater'), to acquire a 100% interest in the Beatrix 4 mine and shaft

complex, the processing plant complex and associated infrastructure located in the

Witwatersrand Basin, in the Free State Province of South Africa ("the Beisa Uranium

Project").

The Sibanye-Stillwater Group is listed on the New York and Johannesburg Stock

Exchanges, with a market capitalisation of about R51 billion (approximately USS$2.77

billion). It is one of the world's largest primary producers of platinum, palladium, and

rhodium, and a top tier gold producer. The Group has also recently begun to diversify its

asset portfolio into battery metals mining and processing and increase its presence in

the circular economy by growing its recycling and tailings reprocessing exposure

globally.

On completion of the transaction, Sibanye-Stillwater will become the Company's largest

shareholder and have the right to appoint directors to the Board. Sibanye-Stillwater will

also hold pre-emption rights of first refusal in respect of any proposed new equity

issuance by the Company, in order to maintain its significant and strategic shareholding

in the Company.

106

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

25.Events after the reporting period (continued)

The Beisa Uranium Project, which has total SAMREC Code Compliant measured

uranium and gold resources of 8.5Mlbs and 0.4Mozs respectively and further indicated

resources of 18.3Mlbs of uranium and 0.8Mozs of gold, has been subject to various pre-

feasibility and development studies.

The Beisa Projects, comprise total SAMREC Code compliant resources of 90.24 million

pounds ('Mlbs') of U₃O₈ and 4.17 million ounces ('Mozs') of gold. The Beisa Projects

comprise two granted Prospecting Rights which are immediately north and south of the

Beatrix 4 mine and shaft complex, the processing plant complex and associated

infrastructure (the 'Beisa Uranium Project'), which the Company's majority owned

subsidiary, NURB, has entered into a sale and acquisition agreement with Sibanye Gold

Proprietary Limited ('SGL'), a wholly owned subsidiary of Sibanye Stillwater Limited

('Sibanye-Stillwater') to acquire.

On 3 January 2025 the capital repayments in respect of the Company’s Bounce Back loan

were paused for six months and the final repayment date was extended to 15 November

2027.

On 20 January 2025 260,000,000 performance shares were allocated to directors as part

of a performance related bonus as certain performance-related conditions were

met. These were allocated as follows:

Issued 60,000,000 to Sean Heathcote

Issued 40,000,000 to Jason Brewer

Issued 40,000,000 to Jackline Muchai

Issued 40,000,000 to Bongani Raziya

Issued 40,000,000 to James Longley

Issued 40,000,000 to James Tatnall

On 29 January 2025, the Company announced that its wholly owned and recently

established South African subsidiary, NURB, has entered into a landmark agreement

with South African mining company, Siyakhula Sonke Empowerment Corporation (Pty)

Ltd ('SSC Group') as part of the Company's commitment to advancing Broad-Based

Black Economic Empowerment ('B-BBEE') in South Africa ('BEE Agreement').

In accordance with South Africa's broad-based black economic empowerment

government policies to advance economic transformation and enhance the economic

participation of historically disadvantaged persons in the South African economy, the

Company's subsidiary has entered into the BEE Agreement with an active partner, the

SSC Group, to ensure a broad based and meaningful participation from the local

community and employees in the Company's plans to recommence uranium and gold

mining operations at the Beisa Uranium Project.

107

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

25.Events after the reporting period (continued)

Upon receipt of all necessary regulatory approvals for the Company to complete the

acquisition of the Beisa Uranium Project, the Company will, in terms of the BEE

Agreement, transfer 30% of its shareholding in NURB for a total see-through purchase

price of ZAR 390,000,000 (approx. £17 million) ('Purchase Price'). A newly established

Employee Empowerment Trust and Community Empowerment Trust (the 'Trusts') will

each hold 5%, whilst the SSC Group will hold the 20% balance of the shareholding. The

Trusts shareholdings in NURB will be held by a nominated attorney's trust as nominee

shareholders, until such time as the Trusts have been formally registered in accordance

with applicable laws.

On 7 March 2025, the Company announced that formal legal documentation in respect

of its acquisition of 100% of Henkries South located in the administrative district of

Namaqualand in the Northern Cape Province of South Africa, has now been signed.

Further to the announcement of 14 October 2024, a formal Share Sale and Purchase

Agreement ('Agreement') and associated Board and Shareholder resolutions have now

been signed by the Company, and also by a South African uranium exploration company,

namely Eagle Uranium SA (Pty) Limited ('Eagle Uranium') and by Eagle Uranium's

Shareholders. Under the Agreement, the Company has now conditionally acquired a

100% shareholding in Henkries South, with the only outstanding condition, being the

applicable regulatory approvals that are expected to be issued in the ordinary course of

business and include approval in terms of Section 11 of the Minerals and Petroleum

Resources Development Act ("MPRDA") of 2002.

On 8 March 2025 further documentation was signed in relation to the purchase of Beisa

North Prospecting Rights from Sunshine Mineral Reserves Proprietary Limited. It was

agreed that the company would pay a cash payment of £208,282 (ZAR5 million) and

would issue 28,666,667 new ordinary shares in the Company to the value of £208,282

ZAR5 million.

On 15 May 2025, the Company announced that it has received notification from Sibanye

Stillwater, that regulatory applications have now been formally submitted to the

Department of Mineral Resources and Energy ('DMRE') in South Africa, in respect to the

Company's majority owned subsidiary, NURB’s proposed acquisition of a 100% interest

in the Beisa Uranium Project.

The Company can also confirm that a total of 381,466,667 Ordinary Shares are to be

issued in respect to satisfaction of key milestones and performance criteria associated

with the advancement of the Company's uranium growth strategy in South Africa.

On 16 May 2025, NEO announced that its Non-Executive Directors together with the

Executive Chairman have each agreed to receive their director fees for the six months

ended 31 May 2025 in Ordinary Shares in lieu of cash payments. Accordingly, an

aggregate amount of 22,400,000 Ordinary Shares at an issue price 0.75 pence are to be

issued to the above directors.

108

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

25. Events after the reporting period (continued)

A further 13,600,000 Ordinary Shares at an issue price of 0.75 pence, were issued on 19

May 2025 to four different service providers who have also elected to be paid in Ordinary

Shares of the Company, in lieu of cash payments, as a commitment of their ongoing

support of the Company's activities and growth strategy.

143,977,808 Ordinary Shares at an issue price of 0.75 pence, were issued under the AUO

Commercial Brokerage LLC Subscription Agreement, as approved by shareholders and

as set out in the Prospectus. Funds received have been applied to working capital costs

of the Company's activities in South Africa and the United Kingdom and in respect of the

acquisitions of the Beisa Uranium Project and Henkries South Uranium Project in South

Africa.

On 19 May 2025 the Company issued a further 157,540,836 ordinary shares in the

company at a price of 0.75 pence each in lieu of fees owed. 78,407,503 were allotted to

directors or their assignees in lieu of directors fees owed and the remainder were allotted

to service providers in lieu of fees owed.

On 21 May the Company issued a further of 104,000,000 ordinary shares in lieu of fees

owed at a price of 0.75 pence each. 100,000,000 ordinary shares were issued as part

payment of the Henkries Uranium Project and the balance of 4,000,000 ordinary shares

to a service provider.

On 30 June 2025, NEO announced that it is progressing a Fast Track Secondary Listing on

the Johannesburg Stock Exchange (JSE), Africa's leading stock exchange. The move is

part of the Company's broader growth and capital markets strategy to enhance liquidity,

broaden its shareholder base, and increase visibility amongst African and international

investors. The listing will also position Neo Energy Metals PLC more strategically as it

advances its uranium projects in Southern Africa.

On 11 March 2025, NEO announced that as part of the Company's previously announced

agreement to acquire the Beisa North and Beisa South Uranium as well as the Gold

Projects located in the Witwatersrand Basin in the Free State Province of South Africa

(together the 'Beisa Projects'), it has made a cash payment of ZAR5 million

(approximately £215,000) to Sunshine Mineral Reserve (Pty) Limited ('Sunshine') and

issued new ordinary shares in the Company to the value of ZAR5 million (approximately

£215,000).

26. Capital commitments

Neo Uranium Resources Beisa Mine (Pty) Ltd signed an agreement to acquire two

prospecting rights from Sunshine Minerals Resources (Pty) Ltd in the year at a price of

ZAR 402,500,000 (£17,587,400). A deposit was paid in respect of the acquisition in the

financial year under review of ZAR 2,500,000 (£109,238). The outstanding balance of ZAR

400,000,000 (£17,478,162) is due and payable on a Section 11 registration at the

Department of Minerals and Resources, 50% in cash and 50% in Ordinary Shares of Neo

Energy Metals PLC.

109

NEO ENERGY METALS PLC

(FORMERLY STRANGER HOLDINGS PLC)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR TO 30 SEPTEMBER 2024

26.Capital commitments (continued)

Section 11 is the approval and acceptance by Ministerial Consent to transfer the

Prospecting Rights as per the South African Mineral Resources Petroleum Development

Act.

27. Ultimate controlling party

The Directors do not consider there to be one ultimate controlling party and the

significant shareholders have been disclosed in the Directors’ Report.