Ubuntu Mining&Metals - Annual Report for the year ended 31 December 2025

Financial Highlights

·   No revenues in 2025 as expected.

·   Pre-tax loss attributable to shareholders of US$0.203 million (2024: loss of US$0.206 million)

·   Cash position of US$0.42 million as at 31 December 2025 (2024: US$0.17 million)

·   Basic earnings per share ('EPS') (US$0.0023) (2024: (US$0.0023))

Investment Activities

The Company used its cash to invest small amounts in several listed entities in 2025. This activity resulted in realised gain of US$21,000 and an unrealised loss of US$17,000 in the year 2025.

The company received GBP 250,000 by way underwritten placement proceeds which were re-allocated to share capital in 2026 following the conclusion of the Company's EGM in February 2026. The funds are to be used to support working capital requirements of the company and to potentially diversify into acquiring small scale gold mining concessions in Tanzania.

Chairman's Statement

2025 was a year in which the Company focused on looking for new ways to increase its value for shareholders. With the blessing of our shareholders, we have changed our investment strategy to focus on natural resources, changed the name of the company on 07 April 2026 to Ubuntu Mining and Metals, Inc. A significant development in the Company's evolution occurred following the year end, when Ubuntu Mining & Metals, Inc. completed the acquisition of a 25% legal and beneficial interest in the Dilotiko Iron Ore Project located in Taita Taveta County, Kenya. The acquisition was completed once sufficient   authorised share capital was available to be allotted. The Company also secured an option to increase its interest in the project to 60%, providing a clear pathway to a controlling position should project milestones and strategic objectives be achieved.

This transaction marks the Company's transition from its previous fintech-oriented focus towards the Mining & Metals sector. The Board believes that Dilotiko provides a strong foundation for the development of a mining-focused platform and intends to prioritise the advancement of the project in the near term

The Company continued to hold investments in listed companies. The Company will continue to diversify into the precious & battery metals sector as well, namely gold and copper respectively.

Dividends

The Board will not be recommending a final dividend to the shareholders of the Company for the year ended 2025 (2024: $nil).

Outlook and current trading

This year we focused on seeking new investment opportunities to increase the value of the Company. We continued this in the new year and on 16 April 2026, we announced the 2 gold projects in Tanzania.

The Company will continue to look for investment opportunities to maximize the Company's value and make progress in the development of our announced projects

I would like to thank our shareholders for their continued support

We look forward to updating the market on our progress in due course.

Eitan Yanuv

Independent Non-Executive Chairman

30 June 2026

"Extract from the Auditor's Report:

Material uncertainty related to going concern

We draw attention to Note 3 (l) in the financial statements, which indicates that the Company will require additional funding during the going concern period in order to meet its planned operational objectives, continue the development of its proposed Tanzanian operations, and satisfy its ongoing corporate overheads as they fall due. As stated in Note 3 (l), these events along with the other matters indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter."

Strategic Report

Financial Results

The Company did not have any revenues in 2025 but is planning to develop the Dilotiko project whilst scouting for new mining concessions in the precious metals sector, and continue to look for new ways to increase cashflow and shareholder value.

The loss for the period attributable to shareholders was US$ 0.203m (2024: loss of US$ 0.206m).

The cash position for the period ended 31 December 2025 was US$0.417m (31 December 2024: US$0.1671m). This is mainly due to the fact that the placing proceeds were receipted in December 2025, shares for which were issued in February 2026.

Operations

The Company remains operational and is actively seeking new investment opportunities.

The Company successfully raised gross proceeds of £250,000. The investment was provided by Gathoni Muchai Investments Ltd ("GMI") and was fully underwritten by GMI, ensuring the completion of the placement. The proceeds have strengthened the Company's capital position and will support ongoing operations and strategic growth initiatives. Although the cash was received within the reporting year, the placement shares were issued post year end due to constraints over the headroom for issuing new shares.

Principal Risks and Uncertainties

In addition to the financial risks discussed in Note 19, the Directors consider that the principal risks and uncertainties facing the Company and a summary of the key measures taken to mitigate those risks are as follows:

Investment risk

Investments made by the company, are in public companies. The Company believe in evaluating investment opportunities whereby they are not the sole investor responsible for capitalising the investment ensuring that the investee has a broad shareholder base and access to a wide pool of capital. Management has indicated its intention to diversify its investment portfolio by acquiring interests in junior mining and mineral exploration companies operating in various African jurisdictions. This strategic expansion introduces a higher level of investment risk compared to traditional investments in publicly listed securities. Junior mining and exploration companies are generally characterized by early-stage operations, limited operating histories, uncertain resource estimates, significant capital requirements, and a high dependence on successful exploration outcomes. The realization of economic returns from such investments is inherently uncertain and may be affected by geological, technical, environmental, regulatory, political, and financing risks. Management should ensure that appropriate due diligence procedures, risk assessment frameworks, governance controls, and ongoing monitoring mechanisms are implemented to mitigate these risks and to ensure that such investments remain aligned with the Company's overall investment objectives and risk appetite.

Corporate Responsibility

The Company takes its responsibilities as a corporate citizen seriously. The Board's primary goal is to create shareholder value but in a responsible way which serves all stakeholders.

Governance

The Board considers sound governance as a critical component of the Company's success and has made it one of its highest priorities. More information on our corporate governance practices can be found on pages 10 to 11.

Growth Strategy and Outlook

The Board remains focused on creating long-term shareholder value through the identification, evaluation and execution of attractive investment opportunities. During the year, the Company maintained a portfolio of investments in publicly listed companies in London and the United States while actively assessing opportunities capable of delivering greater strategic and operational scale.

A significant development in the Company's evolution occurred following the year end, when Ubuntu Mining & Metals, Inc. completed the acquisition of a 25% legal and beneficial interest in the Dilotiko Iron Ore Project located in Taita Taveta County, Kenya. The acquisition was completed once sufficient authorised share capital was available to be allotted. The Company also secured an option to increase its interest in the project to 60%, providing a clear pathway to a controlling position should project milestones and strategic objectives be achieved.

This transaction marks the Company's transition from its previous fintech-oriented focus towards the Mining & Metals sector. The Board believes that Dilotiko provides a strong foundation for the development of a mining-focused platform and intends to prioritise the advancement of the project in the near term.

In parallel, the Company continues to actively evaluate additional mining and exploration opportunities across Africa, with particular emphasis on gold projects. The Board is currently progressing the assessment of two prospective projects in Tanzania and remains committed to building a diversified portfolio of mineral assets that can support sustainable growth and value creation for shareholders.

The Board believes that the Company's repositioning into the Mining & Metals sector, combined with a disciplined approach to project selection and development, provides a compelling platform for future growth.

We hope that our strategy will create a positive impact on the Company's business value for the shareholders. The company's growth strategy is centred on acquiring, developing, and commercializing mineral assets that can create longer-term value for shareholders. This indicates a portfolio-building approach rather than reliance on a single asset. The Board intends to pursue value-accretive acquisitions where it identifies attractive geology, infrastructure access, and development potential.

I would like to thank our shareholders once again for their continued support during this challenging year.

Manish Shavadia

Director & CFO

30 June 2026

Directors' Report for the year ended 31 December 2025

The Directors present their report on the Company, together with the audited Financial Statements of the Company for the year ended 31 December 2025.

Principal activities

 The principal activity of the Company during the financial year remained that of an investment holding company, with its investment portfolio comprising primarily quoted equities and other securities.

As part of its long-term strategic development, the Company is evaluating opportunities to diversify its business activities beyond its traditional investment portfolio. In particular, the Board has identified the mining and metals sector as a potential area for future growth and is actively exploring strategic investments and acquisitions of mining concessions, mineral rights and related assets.

Cautionary statement

The review of the business and its future development in the Strategic Report have been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for these strategies to succeed. It should not be relied on by any other party for any other purpose. The review contains forward-looking statements which are made by the Directors in good faith based on information available to them up to the time of the approval of the reports and should be treated with caution due to the inherent uncertainties associated with such statements.

Results and dividends

The results of the Company are set out in detail on pages 19 to 22.

The Board's dividend policy is to make payments subject to the Company having adequate distributable reserves. No dividend has been declared to the Company's Shareholders in 2025 (2024: no dividend).

Business review and future developments

Details of the business activities and developments made during the year can be found in the Strategic Report on pages 5 to 6 and in Note 1 to the Financial Statements respectively.

Financial instruments and risk management

Disclosures regarding financial instruments and risks are provided within the Strategic Report on pages 5 to 6 and Note 18 to 20 to the Financial Statements.

Capital structure and issue of shares

Details of the Company's share capital, together with details of the movements during the year are set out in Note 10 of the Financial Statements. The Company has one class of ordinary shares which carries no right to fixed income.

Details of the Company's share option arrangements are provided in Note 11

Going concern

The   financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

In assessing the appropriateness of the going concern basis of preparation, the Directors have considered all relevant available information relating to the current and expected future financial position of the Company. This assessment included consideration of the Company's existing cash resources, forecast operating expenditure, planned exploration and evaluation activities, and the anticipated cash flows from its gold washing operations in Tanzania.

The Board regularly monitors the Company's cash position against forecast expenditure and future commitments. As part of its cash management strategy, the Board has the ability to reduce or defer discretionary expenditure, including exploration activities and Directors' remuneration, where considered appropriate to preserve working capital.

The Company finances its activities primarily through cash reserves and the raising of equity finance. On 31 December 2025, the Company held cash and cash equivalents of approximately US$417,000.

The Directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts indicate that the Company will require additional funding during the second half of this period in order to meet its planned operational objectives, continue the development of its proposed Tanzanian   operations, and satisfy its ongoing corporate overheads.

The Directors believe that additional funding will be available through cash generation from the company's proposed gold   washing operations in Tanzania and, if required, through additional sources of finance, including the potential use of an At-the-Market ("ATM") equity facility or other equity fundraising initiatives. While the Directors have a reasonable expectation that such funding can be secured, these funding arrangements have not been committed at the date of approval of these financial statements.

The Company is in the early stages of transitioning into the mining sector and has limited operating history within this industry. Furthermore, the mining and mineral exploration sector is inherently subject to operational, technical, regulatory and financing risks, and the Company has not yet established sustainable revenues from its mining activities. Accordingly, the Company's ability to continue as a going concern is dependent upon the successful generation of cash flows from its Tanzanian operations and/or the successful completion of any future funding arrangements   required.

These conditions indicate existence of a material uncertainty related to events or conditions that may cast significant doubt about the Company's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. These financial statements do not include the adjustments that would be required if the Company could not continue as a going concern.

Subsequent events

 The shares issue and allotment in relation to the 25% acquisition of Dilotiko Limited was completed in May 2026. Furthermore, the placement shares allocation for the GBP 250k was also completed in June 2026.

In April 2026 Exclusivity Options for Two Strategic Tanzanian Gold Projects in Lindi Region & Geita Region. The company entered into non-binding Letters of Intent ("LOI") with M/S Yahweh Mining Company Limited ("GoldCo"), a Tanzanian incorporated company, for 3-month exclusive option to acquire a significant interest in two highly prospective gold projects in the Republic of Tanzania.

Directors

The Directors of the Company during the year and at the date of this report are:

Board Committee abbreviations are as follows: A = Audit Committee; R = Remuneration Committee

The Board at the end of the period comprised of one executive director and one independent non-executive chairman.

*Asaf Lahav subsequently resigned on 31^st March 2026

Manish Shavadia was appointed to the Board on 01 April 2026 in the capacity of Chief Financial Officer and Company Secretary.

Asaf Lahav, Executive Director, appointed on 1 November 2020

Asaf Lahav co-founded the Group and has held the post of Group Chief Executive Officer and board member since the Group's inception in 2009 and until October 2020 and following that as an Executive Director. Mr Lahav has 20 years' experience in managing complex technological projects and was previously a director of research and development at EMC Corporation, a position he left to found the Group.

Prior to this he held senior roles within research and development at ProActivity Software Solutions Limited, a privately held provider of business process management software solutions which was subsequently acquired by EMC Corporation. Mr Lahav holds a BSc (Hons) in Information Systems from the Technion.

Eitan Yanuv, Independent Non-Executive Chairman, appointed on Nov 24 2014

Eitan Yanuv is chief executive officer of Implement Limited, a business he founded in 2002 and which provides consultancy services to SMEs in Israel operating in the technology space. Prior to setting up Implement, Mr Yanuv was head of consulting and investment banking at Kost Forer Gabay E&Y. He served as the finance director of Starcom plc till June 2015 and on the board of SerVision Plc, till April 2018 both AIM-quoted companies headquartered in Israel.

Eitan Yanuv is the Chair of the Audit Committee and a member of the Remuneration Committee of the Company.

Manish Shavadia, CFO and Company Secretary, appointed 01 April 2026

     Manish brings over 18 years of international finance and accounting experience with deep capability across capital management, project financing, treasury and financial governance in both public and private market environments. A Fellow of the Chartered Certified Accountants (FCCA) and an Associate member of the Chartered Institute of Securities & Investments (ACSI), he has worked across Natural Resources, Renewable Energy, Logistics & Forwarding, Healthcare, FMCG and Manufacturing. Across Africa and Europe, he has overseen large-scale finance functions supporting annual spend of more than USD 1 billion, with exposure spanning capital allocation, major project execution and ERP implementation. He is fluent in Kiswahili, having grown up in East Africa.

Directors' interests in shares and contracts

Directors' interests in the shares of the Company on 31 December 2025 are disclosed in Note 18, no changes in the directors interests subsequent to 31 December 2025.

Independent auditors

A resolution for the re-appointment of PKF Littlejohn LLP as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.

Annual General Meeting

The Company will hold the AGM during Q3 2026 A notice containing the full text of the resolutions to be proposed will be sent in due time.

Corporate Governance Report

The Company is registered in the British Virgin Islands and quoted on the Aquis stock Exchange ("AQSE").

The board of directors are accountable to the Company's shareholders for good corporate governance. The Company is not required, by the rules of AQSE, to adopt any form of Corporate Governance Code. However, this section of the Annual Report describes our corporate governance structures and processes and how they have been applied throughout the year ended 31 December 2025.

Our governance framework

See below for the role of the Board and its Committees.

Board of Directors

The Board is responsible for formulating, reviewing, and approving the Company's strategy, budgets, and corporate actions.

Biographical details of the Directors are included in this document.

The Board comprised of one executive director and one non-executive Chairman as at the reporting date. In April 2026, Manish Shavadia joined the board in the capacity of CFO & Company Secretary. Asaf Lahav resigned on 31^st March 2026 and effectively Manish took over his role.

Both Directors bring a wide range of skills and international experience to the Board. The Non-Executive Chairman is primarily responsible for the working of the Board of the Company. The Executive Director is primarily responsible for the running of the business and implementation of the Board's strategy and policy.

The Board regulations define a framework of high-level authorities that maps the structure of delegation below Board level, as well as specifying issues which remain within the Board's preserve. The Board typically expects to meet at least four times a year to consider a formal schedule of matters including the operating performance of the business and to review the Company's financial plan and business model.

In accordance with the Company's Articles of Association, at the Annual General Meeting one-third of the Directors will be subject to re-election by rotation.

Subject to the provisions of the BVI Business Companies Act, 2004, the Directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last re-appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined.

It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties.

Communication with shareholders

The Board attaches great importance to communication with both institutional and private shareholders.

Regular communication is maintained with all shareholders through Company announcements, the half-year Statement and the Annual Report and financial statements.

The Directors seek to build on a mutual understanding of objectives between the Company and its shareholders.

The Board therefore intends to use the Company's Annual General Meeting as the opportunity to meet shareholders who are encouraged to attend, and at which the Executive Director will give a presentation on the activities of the Company.

Following the presentation there will be an opportunity to meet and ask questions of Directors and to discuss development of the business.

The Company operates a website at:  https://ubuntuminingandmetals.com

The website contains details of the Company and its activities; regulatory announcements, Company announcements, Interim statements, preliminary statements and Annual Reports. The website is maintained in compliance with the AQSE Rules.

Board Committees

The Board maintains two standing committees, being the Audit and Remuneration Committees.

Audit Committee

The Audit Committee currently comprises Eitan Yanuv who chairs the committee, and Manish Shavadia who will now join the audit committee. The Committee was formed in March 2015. The Committee has held two meetings in 2025, a) meeting held on 26^th June 2025 to approve the 2024 financial results and b) Meeting held on 30^th September 2025 to approve the 2025 Interim Report Further details on the Audit Committee are provided in the Report of the Audit Committee.

Remuneration Committee

The Remuneration Committee currently comprises Eitan Yanuv who chairs the committee and Manish Shavadia who has now joined the Committee. The Committee was formed in March 2015 and has held no meetings in 2025.

Report of the Audit Committee

Due to the size and nature of the Company and the Board for the period to 31 December 2025, there was no audit committee in place, besides the meeting to approve the 2025 financial results.

Report of the Remuneration Committee

Due to the size and nature if the Company and the Board for the period to 31 December 2025, there was no remuneration committee in place.

Statement of Comprehensive Income

For the year ended 31 December 2025

Statement of Financial Position

As of 31 December 2025

The Financial Statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and are signed on its behalf by:

…………………………………………

Manish Shavadia FCCA, Director

Statements of changes in equity

For the year ended 31 December 2025

Statements of cash flows

For the year ended 31 December 2025

*The Company has issued the following securities as share-based payments during the year:

10m ordinary shares amounting to US$33,000 issued for corporate finance fees on the Dilotiko Limited    investment that completed post year end.