Unaudited interim results for the six months ended 30 June 2026
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Cornish Metals plc
Unaudited interim results for the six months ended 30 June 2026
24 September 2026
Cornish Metals plc (AIM: TIN) (“Cornish Metals” or the “Company”), a mineral exploration and development company focused on advancing its wholly owned and permitted South Crofty tin project (“South Crofty”) in Cornwall, United Kingdom, is pleased to announce its unaudited interim results for the six months ended 30 June 2026.
Highlights
Financing and corporate
- Placed an oversubscribed US$210 million senior secured bond in May 2026, representing the debt component of the South Crofty project financing package; the bonds carry a fixed coupon of 13.5% per annum payable quarterly, have a six-year tenor and are callable at the Company’s option after three years
- Bond proceeds are held in escrow and are available to the Group following satisfaction of conditions precedent, which includes the completion of an equity fundraising of at least US$161 million
- Entered into secured debt facilities of up to approximately £52 million with the National Wealth Fund and Vision Blue Resources, the Company’s two largest shareholders, providing funding through to a targeted final investment decision (“FID”)
- Received a non-binding Letter of Interest from the Export-Import Bank of the United States (“EXIM”) setting out its capacity to consider up to US$225 million of financing under its Supply Chain Resiliency Initiative
- Signed the Dudnance mineral lease, a 25-year agreement that further consolidates mineral titles across the South Crofty mining permission area
- Berenberg and Peel Hunt appointed as joint corporate brokers
- Ken Armstrong retired from the Board following over 20 years with the Company
Operational
- Mine dewatering underway through the fully commissioned New Cook’s Kitchen (“NCK”) mid-shaft pump station, at approximately 360 metres below surface, the first time the mine has been dewatered to this level in over 28 years
- Shaft refurbishment resumed below the refurbished mid-shaft pump station
- Front-End Engineering Design (“FEED”) for the process plant completed and Detailed Engineering underway, both led by Ausenco
- Excavation for the process plant building approximately 50% complete
- Surface civil works at Roskear shaft completed and the winder house structure erected
- Civil works for the NCK production and service winder foundations underway to support mechanical installation during H2 2026
- Lateral development at the 25-level advancing, supported by an on-site training programme for newly recruited miners
- NCK offices operational, with upgraded site access, security and welfare facilities completed
- New workshop and stores facility at the former Bartles Foundry nearing completion
- Surface diamond drilling programme of approximately 2,400 metres commenced at Roskear West, targeting the western extension of the Roskear lodes
Financial
- Operating expenses of £3.1 million (six months ended 30 June 2025: £4.1 million) reflecting the decrease in professional fees following the completion of the re-domiciliation of the parent company in December 2025
- Loss after tax for the period of £5.5 million (six months ended 30 June 2025: £3.5 million) reflecting interest accrued on the senior secured bonds and the secured debt facilities entered into with the Company’s strategic shareholders
- Net cash used in investing activities of £23.3 million (six months ended 30 June 2025: £9.8 million), reflecting continued investment in mine dewatering, shaft refurbishment, surface infrastructure and project engineering
- Cash provided by financing activities of £16.9 million (six months ended 30 June 2025: £47.6 million) relating to the net proceeds from the first drawdown of the secured debt facilities in May 2026
- Cash and cash equivalents at 30 June 2026 of £12.0 million (31 December 2025: £22.7 million), excluding US$215.8 million of bond proceeds held in escrow
Post period-end
- Bonds admitted to trading on the Nordic Alternative Bond Market on 5 August 2026
- Second, uncommitted tranche of the debt facilities drawn down on 20 August 2026, comprising £13.9 million from the National Wealth Fund and US$9.1 million (approximately £6.7 million) from Vision Blue Resources
- Assay results from the first Roskear West drillhole reported on 9 July 2026, including 0.79 metres at 4.18% Sn and a 12.41 metre zone grading 0.43% Sn, with several intercepts lying outside the current Mineral Resource Estimate
- New workshop and stores facility at the former Bartles Foundry completed
- Excavation for the process plant building approximately 80% complete
- Andrew Quinn appointed as an independent Non-Executive Director on 22 July 2026
- Cash and cash equivalents of £14.5 million at 22 September 2026, excluding the balance held in escrow
Chief Executive Officer’s statement and operations review
Overview
The first half of 2026 focused on two key components, agreeing the debt portion of the project financing package for South Crofty, and increasing the pace of activity on site.
In May we placed an oversubscribed US$210 million senior secured bond, with demand from institutional and natural resource specialist investors across North America, the UK and Europe. During the period, these investors conducted technical and commercial work on South Crofty and reached a positive conclusion on a pre-production, single-asset developer. The terms include a fixed 13.5% coupon over a six-year, callable structure, reflecting the nature and development stage of the project.
The bond proceeds remain in escrow and are not available to us until the conditions precedent are satisfied, the most significant of which is an equity raise of at least US$161 million. Alongside the bond, we agreed debt facilities of up to approximately £52 million with our cornerstone investors, the National Wealth Fund and Vision Blue Resources. The proceeds of this funding capitalised the escrow account, and ensured activity on site does not slow while the remainder of the funding package is assembled. Continued backing from our two largest shareholders on that basis is not something we take for granted and we thank them for their continued support.
Underground and on surface, the period delivered the milestones we had set out. Dewatering is running through the mid-shaft pump station for the first time in more than 28 years. FEED for the process plant is complete and detailed engineering is underway. Civil works at Roskear are finished and the winder house structure is constructed. We also began drilling at Roskear West, our first surface exploration programme at South Crofty for three years.
We continue to progress project development towards first production of tin concentrate in mid-2028.
Financing
The senior secured bond issue completed on 6 May 2026 and settled on 21 May 2026. The bonds were issued at 98% of nominal amount and mature at 103.5% of nominal amount, with no principal repayments for 48 months, quarterly amortisation of 5% of the nominal amount thereafter and a 60% bullet repayment at maturity. They are secured over the assets of the Company and its wholly-owned subsidiaries with proceeds applied towards the development and construction of South Crofty. Clarksons Securities AS acted as Lead Manager and Bookrunner, and Endeavour Financial continues to act as financial adviser to the Company in relation to the project financing.
The debt facilities entered into on 14 May 2026 total up to £35 million from the National Wealth Fund and up to US$22.75 million from Vision Blue Resources. They carry interest at 13.0% per annum, capitalised and compounding daily, and have a six-month term. Tranche 1, comprising £21.1 million and US$13.7 million respectively, was committed and drawn during the period. Approximately £13 million of the proceeds was applied to funding the escrow account required as a condition to issuance of the bonds and associated transaction costs, with the balance applied to underground mine development and shaft refurbishment, surface facilities and infrastructure, and general operating and corporate purposes. The facilities are repayable within ten business days of a qualifying equity raise.
Underground activities
The most significant underground milestone of the period was mine dewatering through the fully commissioned mid-shaft pump station, a level that has not been reached in more than 28 years. Dewatering remains on track towards the 400-level, approximately 730 metres below surface, in the first half of 2027.
Refurbishment of the NCK mid-shaft pump station was completed following installation of four new permanent pumps. In addition to the original scope, the Old Pool dam at that level was restored for use as a settling pond, removing suspended solids from mine water ahead of the permanent pumps. This is expected to extend the operating life of both the pumps and the water treatment plant through the production years and beyond.
Shaft refurbishment resumed below the mid-shaft pump station and continues in parallel with engineering design across the key shaft infrastructure workstreams. FEED for the underground loading, unloading, hoisting and materials-handling infrastructure is being progressed by Optimult. Shaft refurbishment is also scheduled to be completed in the first half of 2027.
Development from the Tuckingmill decline at the 25-level, approximately 45 metres below surface, advanced through the period with approximately 600 metres of lateral development planned to establish the sub-surface skip discharge and rock-handling facilities for the NCK shaft hoisting system. The 25-level also serves as the training environment for miners recruited locally, and new starter training continued throughout the period.
At the Roskear shaft, located approximately 850 metres west of the main site, early-stage refurbishment preparations advanced during the period. Scaffolding is in place, the shaft cover has been removed and work platforms are being installed. Roskear is planned to serve as the mine’s primary ventilation shaft and secondary means of egress.
Surface activities and process plant
The second phase of excavation for the process plant building reached approximately 50% completion during the period and remains on track, with civil works expected to continue throughout 2026. Construction of the process plant is expected to commence in the first quarter of 2027.
FEED for the process plant was completed during the period, with the plant layout finalised and procurement of mechanical equipment ramping up. Detailed Engineering is now underway, with both engagements led by Ausenco. Paterson & Cooke is leading the design of the backfill paste plant. Overall engineering completion is expected by the end of 2026.
At Roskear, earthworks, foundations, the primary steel structure and building cladding for the winder house are complete while at NCK, civil works within the winder foundation area for the production and service winders are underway, supporting the planned mechanical installation programme in the second half of 2026.
Construction of the new workshop and stores facility at the site of the former Bartles Foundry is nearing completion, with minor exterior works and landscaping remaining. The facility will provide permanent maintenance, storage and engineering support infrastructure for the mine. The project is part-funded by the UK Government through the UK Shared Prosperity Fund, managed by Cornwall Council through the Cornwall and Isles of Scilly Good Growth Programme.
The NCK offices are now operational, providing modern working facilities for the expanding on-site team, with upgraded site access, security and welfare facilities completed. Phase 2 of the Mine Dry, which added changing facilities and office space, was completed during the period.
Procurement and long-lead items
Initial orders were placed during the period for long-lead items, and procurement of the main process equipment is expected to increase through 2026, with most key equipment planned to be ordered within the next twelve months.
Exploration and Mineral Resources
The surface exploration drilling programme at Roskear West commenced, comprising approximately 2,400 metres of diamond drilling designed to test the western extension of the Roskear lodes, to seek to extend the Inferred Mineral Resource in that area, and to evaluate priority targets identified through historic drilling and recent geological interpretation.
The first drillhole, SDD26_001A, was completed to a final depth of 1,199 metres. Assay results were received and announced after the period end, on 9 July 2026, and are summarised under “Events after the reporting period” below. The second drillhole, SDD26_002, located approximately 100 metres to the west, is in progress.
South Crofty hosts the highest grade known tin Mineral Resource not currently in production globally. The Company has previously reported a near-mine Exploration Target of between 6 million tonnes and 13 million tonnes at a tin grade of between 0.5% and 1.8%, based primarily on extrapolation of known, previously mined structures beyond the limits of the current Mineral Resource. The potential quantity and average grade of the Exploration Target is conceptual in nature and is an approximation. There is insufficient data to estimate a Mineral Resource in the area considered and it is uncertain whether further exploration will result in the definition of a Mineral Resource.
Mineral rights and permitting
In June the Company signed the Dudnance Lease, a 25-year mineral lease agreed with the Preston family, who hold 50% of the mineral rights concerned, with the remaining 50% held by the Company. The Dudnance mineral rights lie within the South Crofty project area and form part of the historic mine footprint. The lease follows agreements previously completed with the Pendarves and Vyvyan estates and forms part of a deliberate strategy of progressively consolidating mineral rights across South Crofty, reducing title-related risk and strengthening long-term development and operational certainty.
South Crofty remains permitted to commence underground mining, with the mining permission valid to 2071, to construct a new processing facility, and for all necessary site infrastructure.
People, training and community
Building a skilled workforce ahead of production remains one of the more demanding and important parts of the project. Recruitment continued through the period, with the 25-level development doubling as a training environment for newly recruited miners alongside the formal development training programme. South Crofty is expected to generate over 300 direct jobs and over 1,000 indirect jobs, with a significant number of these recruited from the local community and wider Cornwall.
Community engagement continued alongside construction activity, including drop-in sessions for residents living near the Roskear shaft site. More information on the Company’s community engagement, initiatives and sponsorships can be found within the Sustainability Report published post period on 31 July 2026.
Tin market
Tin prices remained robust through the period, with a spot price at 30 June 2026 of approximately US$56,600 per tonne which compares with the US$33,900 per tonne assumption used in the Company’s updated Preliminary Economic Assessment (“PEA”) announced on 29 September 2025. On the basis of the PEA and adjusting for spot metal prices and exchange rates at the period end, the post-tax NPV6% of South Crofty is estimated at approximately £550 million, against £180 million using the PEA assumptions.
The underlying market remains tight as supply continued to be concentrated, with Asia accounting for well over half of global mined tin and approximately 80% of refined production. Tin demand remains robust supported by rising semiconductor sales driven by growth in Artificial Intelligence and the broader technology sector. There is also no primary tin production in Europe or North America. Demand continues to be supported by solder consumption in electronics, electrification, data infrastructure and solar. South Crofty is expected to produce approximately 4,700 tonnes of tin-in-concentrate annually in years two to six of production, equivalent to around 1.5% of global mined supply, within the lowest-quartile of all-in sustaining costs.
Outlook
The near-term priority remains to complete the project financing package for South Crofty, which is well advanced. Alongside that, dewatering continues towards the 400-level which is targeted to be reached in the first half of 2027, with shaft refurbishment and mine dewatering also scheduled for completion in that period. Mechanical installation of the NCK winders is planned for the second half of 2026, overall engineering completion is expected by the end of the year, and construction of the process plant is expected to begin in the first quarter of 2027. Assay results from the second Roskear West drillhole will be reported once received.
Don Turvey
Chief Executive Officer
Financial review
Financial highlights
| Unaudited six months ended | |||
| Figures in British pounds (000s) | 30 June 2026 £’000 | 30 June 2025 £’000 | |
| Total operating expenses | (3,060) | (4,144) | |
| Loss for the period | (5,513) | (3,453) | |
| Net cash used in operating activities | (4,247) | (3,411) | |
| Net cash used in investing activities | (23,310) | (9,836) | |
| Net cash provided by financing activities | 16,916 | 47,573 | |
| Cash at end of the period | 12,022 | 39,455 | |
Basis of preparation
The consolidated interim financial statements of Cornish Metals plc for the six months ended 30 June 2026 include the Company and its subsidiaries (together referred to as the “Group”).
The Group completed a corporate reorganisation on 16 December 2025, resulting in the UK domiciled Cornish Metals plc replacing the Canadian domiciled Cornish Metals Inc as the ultimate parent company of the Group. The shares of Cornish Metals Inc were exchanged on a ten-for-one basis with shares of Cornish Metals plc.
The restructured Group represents a continuing operation on a consolidated basis. As such, the consolidated interim financial statements and other financial figures in this interim report are presented in a manner which represents that ongoing nature. The prior period comparatives are those of the consolidated Group in the prior period with the primary changes being the transition in the presentational currency from the Canadian dollar to British pound and the creation of a merger reserve within equity to reflect the share-for-share exchange which occurred in connection with the redomicile.
Results for the period
The Group remains pre-revenue generation and expenditure directly attributable to the development of South Crofty continues to be capitalised, with corporate and administrative costs expensed as incurred.
The loss after tax for the six months ended 30 June 2026 was £5.5 million (six months ended 30 June 2025: £3.5 million). Total operating expenses were £3.1 million (2025: £4.1 million) and have reduced compared to the prior period following the completion of the re-domiciliation of the parent company in December 2025 leading to a reduction in professional fees.
Finance income has increased to £0.9 million (2025: £0.5 million) due to interest earned on the funds held in the escrow account. Finance expense of £3.1 million (2025: £0.3 million) reflects interest expense on the secured bond and the secured debt facilities entered into with the Company’s strategic shareholders.
Cash flow and liquidity
Net cash used in operating activities was £4.2 million (2025: £3.4 million) with the increase attributable to a higher VAT receivable balance as project related activities ramp up.
Net cash used in investing activities was £23.3 million (2025: £9.8 million), and comprises additions to property, plant and equipment of £6.6 million and investment in mining assets of £16.7 million, reflecting shaft refurbishment and dewatering, surface infrastructure and process plant engineering.
Net cash generated from financing activities was £16.9 million (2025: £47.6 million), and primarily relates to drawdowns under the debt facilities net of transaction costs, and bond interest and associated transaction costs paid in advance.
Cash and cash equivalents at 30 June 2026 were £12.0 million (31 December 2025: £22.7 million). This figure excludes US$215.8 million of bond proceeds held in escrow, which are not available to the Group until conditions precedent are satisfied. As a result, the proceeds from the bonds are held in escrow with the bond holders having a legal right to set them off against the bond liability.
Financial position
Net assets at 30 June 2026 were £95.4 million (31 December 2025: £100.7 million), with the significant balances being mining assets, which stood at £86.2 million (31 December 2025: £66.2 million), and property, plant and equipment at £24.4 million (31 December 2025: £19.3 million).
Prepaid expenses were £10.6 million (31 December 2025: £0.5 million), primarily relating to bond interest paid in advance on the bond and associated transaction costs.
Loan liabilities were £31.2 million (31 December 2025: nil) following the Tranche 1 draw downs of debt facilities from the National Wealth Fund and Vision Blue Resources in May 2026 to provide funding to support the continued advancement of the South Crofty project up to the targeted final investment decision.
The Company remains liable to make a payment of US$5.0 million in ordinary shares as deferred consideration relating to the acquisition of South Crofty. The payment crystallises on a decision to proceed with the final investment decision.
Government grant
In June 2025, the Group was awarded a grant of up to £4.2 million grant from the Cornwall and Isles of Scilly Good Growth Programme, which is managed by Cornwall Council and funded by the UK Government through the UK Shared Prosperity Fund. The grant funding was equivalent to a maximum of 62% of the project cost estimated for the construction of workshops and stores on the Bartles Foundry site and the accompanying cost of the land. During the period, the grant was fully claimed with the grant income being recognised as an offset to the cost of the asset. During the period, the Company received £2.0 million, and has recognised a receivable at the period end of a further £1.0 million.
Going concern
The consolidated interim financial statements have been prepared on a going concern basis. The Group has no current source of revenue. Continued operations and the further development of South Crofty depend on the Group’s ability to obtain additional financing, including the equity fundraising required to release the bond proceeds from escrow.
The Directors are confident that further financing will be secured within an appropriate timeframe, having regard to attractive commodity prices, buoyant equity markets for mining companies, further de-risking of the project and the support of the Company’s strategic shareholders. However, there can be no certainty as to the success of securing this financing, nor as to its quantum, terms or timing. Taken together, these considerations represent material uncertainties which may cast significant doubt on the Group’s ability to continue as a going concern. Further detail is set out in the basis of preparation to the consolidated interim financial statements.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group, and corresponding mitigating actions in place, are set out in detail on pages 20 to 24 of the Company's Annual Report and Financial Statements for the year ended 31 December 2025.
The principal risks where the risk profile has changed notably since the Annual Report was published are set out below:
Funding and liquidity
The Group has no revenue and requires further funding, including an equity raise of at least US$161 million, to release the bond proceeds from escrow and to fund construction of South Crofty. There is no certainty as to the amount, terms or timing of that financing. The Group is also dependent on the continued support of the National Wealth Fund and Vision Blue Resources, which are both lenders and substantial shareholders. Work on the equity component of the financing package is ongoing.
Project development and execution
Since the publication of the Annual Report, there has been a significant increase in project activities, including shaft refurbishment, mine dewatering, underground development and early construction. These are technically demanding activities carried out on a brownfield site, and delay in any one of them could affect the critical path. An experienced management team is leading delivery, contractors and advisers are appointed, and long-lead items have been ordered. Project controls are in place, and progress is reviewed monthly by the Project Steering Committee and at each Board meeting.
Health & safety
More employees and contractors are working on site across a growing number of interconnected activities, which increases the potential for incidents. All new employees and contractors are inducted in the Group’s health and safety policies and procedures, supported by ongoing training, contractor controls, routine inspections and experienced operational leadership. All employees and contractors are required to comply with the Group’s safety standards.
Events after the reporting period
Project financing
The Company continues to progress the broader project financing package for South Crofty, including discussions with strategic offtakers and institutional investors regarding the funding package for the project’s development.
Bond admission
The US$210 million senior secured bonds were admitted to trading on the Nordic Alternative Bond Market on 5 August 2026.
Drawdown of second tranche of debt facilities
On 20 August 2026 the Company drew the second tranche of the debt facilities, comprising £13.9 million from the National Wealth Fund and US$9.1 million (approximately £6.7 million) from Vision Blue Resources. The tranche was uncommitted and available at the lenders’ discretion, with the terms of the facilities remaining unchanged from those announced on 15 May 2026. Proceeds are being applied to underground development, construction of surface facilities and infrastructure, and the Company’s general operating and corporate purposes.
Exploration results
On 9 July 2026 the Company reported assay results from drillhole SDD26_001A, the first hole of the Roskear West programme. The hole intersected the interpreted along-strike projections of the Roskear 1 South, Roskear South and Roskear Numbered Zone structures at or close to their predicted positions. Results included 0.79 metres at 4.18% Sn in Roskear 1 South, 0.30 metres at 2.20% Sn in Roskear 3 North, and a 12.41 metre zone grading 0.43% Sn in the Roskear Numbered Zone, including 1.90 metres at 1.32% Sn. Several intercepts, including two previously unmodelled lodes, lie outside the current Mineral Resource Estimate. Mineralisation remains open to the west.
Board
Andrew Quinn was appointed as an independent Non-Executive Director on 22 July 2026 and joined the Audit Committee. Mr Quinn is a chartered engineer and former investment banking managing director with over 50 years’ experience across the global mining, metals and natural resources sector, and is currently Non-Executive Chairman of Alkane Resources Ltd.
Other
The Company changed its registered office to Falcon House, Charles Street, Truro, TR1 2PH on 23 July 2026, and published its 2025 Sustainability Report on 31 July 2026.
Approval
The consolidated interim financial statements set out below were approved by the Board of Directors on 23 September 2026. The financial information for the six months ended 30 June 2026 and 30 June 2025 is unaudited and has not been reviewed by the Company’s auditor.
Cautionary statement regarding forward-looking statements
This announcement contains forward-looking statements, including statements regarding the Company’s plans, expectations and intentions in relation to the financing, development, construction and operation of South Crofty, the timing of dewatering, shaft refurbishment, engineering and construction activities, estimates of Mineral Resources and Exploration Targets, and the economic results of the South Crofty economic study. Forward-looking statements are based on the opinions and estimates of management as at the date of this announcement and are subject to known and unknown risks and uncertainties which may cause actual results to differ materially from those expressed or implied, including risks relating to the availability of financing, general economic and market conditions, commodity prices and exchange rates, regulatory approvals, the results of exploration and development activities, variations in Mineral Resources or grade, cost estimates, and the other risks set out under “Principal risks and uncertainties” above. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update forward-looking statements other than as required by applicable law.
Market Abuse Regulation (MAR) disclosure
The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.
About Cornish Metals
Cornish Metals is a mineral exploration and development company that is advancing the South Crofty critical mineral project towards production. South Crofty:
- is a historical underground tin mine located in Cornwall, United Kingdom and benefits from existing mine infrastructure including multiple shafts that can be used for future operations;
- is the highest grade known tin Mineral Resource not in production with significant near-mine and regional Mineral Resource potential;
- is permitted to commence underground mining (valid to 2071), construct a new processing facility and for all necessary site infrastructure;
- is expected to produce approximately 4,700 tonnes of tin-in-concentrate annually in the first five years of full production at lowest-quartile all-in sustaining costs over an initial 14-year mine life;
- will be a low environmental impact underground mine with zero surface tailings;
- would be potentially the first primary producer of tin in Europe or North America. Tin is a Critical Mineral as defined by the UK, American, and Canadian governments as it is used in almost all electronic devices and electrical infrastructure. Approximately two-thirds of the tin mined today comes from China, Myanmar and Indonesia;
- benefits from strong local community, regional and national government support with a growing team of skilled people, local to Cornwall, and could generate over 300 direct jobs;
- is an opportunity for a secure domestic supply of tin in the UK supporting a low carbon economy.
Link: https://investors.cornishmetals.com/link/y147JP
For additional information please contact
For additional information please contact:
| Cornish Metals | Fawzi Hanano Emily Allhusen | investors@cornishmetals.com info@cornishmetals.com Tel: +44 1209 715 777 |
| SP Angel Corporate Finance LLP (Nominated Adviser) | Charlie Bouverat Adam Cowl Ewan Leggat | Tel: +44 203 470 0470 |
| Berenberg (Joint Broker) | Jennifer Lee Ivan Briechle | Tel: +44 20 3753 3040 |
| Peel Hunt (Joint Broker) | Ross Allister David McKeown | Tel: +44 20 7418 8900 |
| BlytheRay (Financial PR) | Tim Blythe Megan Ray Said Izagaren | cornishmetals@blytheray.com Tel: +44 207 138 3204 |
The Bartles Foundry project is part-funded by the UK Government through the UK Shared Prosperity Fund. Cornwall Council is responsible for managing projects funded by the UK Shared Prosperity Fund through the Cornwall and Isles of Scilly Good Growth Programme.
Consolidated statement of profit and loss and other comprehensive loss
For the six months ended 30 June 2026
| Unaudited six months ended | ||||
| Figures in British pounds (000s) | Note | 30 June 2026 £’000 | 30 June 2025 £’000 | |
| Operating expenses | (3,060) | (4,144) | ||
| Operating loss | (3,060) | (4,144) | ||
| Finance income | 6 | 870 | 537 | |
| Finance expense | 6 | (3,124) | (270) | |
| Foreign exchange (loss)/gain | (184) | 351 | ||
| Gain on receipt of non-refundable deposit | - | 84 | ||
| Unrealised loss on investments held for sale | (15) | (11) | ||
| Loss before taxation | (5,513) | (3,453) | ||
| Taxation | - | - | ||
| Loss for the period from continuing operations | (5,513) | (3,453) | ||
| Total comprehensive loss for the period | (5,513) | (3,453) | ||
| Basic and diluted loss per share | (0.04) | (0.04) | ||
| Weighted average number of ordinary shares outstanding | 7 | 125,465,135 | 96,078,998 | |
Consolidated statement of financial position
At 30 June 2026
| Figures in British pounds (000s) | Note | Unaudited 30 June 2026 £’000 | Audited 31 December 2025 £’000 |
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 8 | 24,408 | 19,257 |
| Right-of-use asset | 249 | 278 | |
| Deposits | 64 | 62 | |
| Exploration and evaluation assets | 10 | 86,226 | 66,204 |
| 110,947 | 85,801 | ||
| Current assets | |||
| Cash and cash equivalents | 12,022 | 22,650 | |
| Investments held for sale | 74 | 89 | |
| Trade and other receivables | 11 | 2,683 | 2,073 |
| Prepaid expenses | 10,584 | 463 | |
| Deferred financing fees | 12 | 1,664 | 224 |
| 27,027 | 25,499 | ||
| Total assets | 137,974 | 111,300 | |
| Current liabilities | |||
| Accounts payable and accrued liabilities | 13 | (5,994) | (5,206) |
| Lease liability | (65) | (69) | |
| Deferred income | (35) | - | |
| Loan liability | 14 | (31,172) | - |
| (37,266) | (5,275) | ||
| Net current (liabilities)/asset | (10,239) | 20,224 | |
| Non-current liabilities | |||
| NSR liability | 15 | (5,171) | (5,098) |
| Lease liability | (158) | (189) | |
| (5,329) | (5,287) | ||
| Net assets | 95,379 | 100,738 | |
| Equity | |||
| Share capital | 16 | 113 | 113 |
| Merger reserve | 98,416 | 98,416 | |
| Share-based payment reserve | 1,029 | 916 | |
| Foreign currency translation reserve | (440) | (440) | |
| Retained (deficit)/earnings | (3,739) | 1,733 | |
| Total equity | 95,379 | 100,738 |
Consolidated statement of changes in equity
For the six months ended 30 June 2026
| Share capital | Capital contribution reserve | Merger reserve | Share-based payment reserve | Foreign currency translation reserve | Retained earnings/ (deficit) | Total equity | ||
| Figures in British pounds (000s) | Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Balance at 31 December 2024 | 78,077 | 1,221 | - | 792 | (436) | (26,434) | 53,220 | |
| Share issuance pursuant to Fundraise | 57,371 | - | - | - | - | - | 57,371 | |
| Share issue costs | (2,413) | - | - | - | - | - | (2,413) | |
| Share-based compensation | 17 | - | - | - | 185 | - | - | 185 |
| Loss for the period | - | - | - | - | - | (3,453) | (3,453) | |
| Balance at 30 June 2025 | 133,035 | 1,221 | - | 977 | (436) | (29,887) | 104,910 | |
| Balance at 31 December 2025 | 16 | 113 | - | 98,416 | 916 | (440) | 1,733 | 100,738 |
| Share-based compensation | 17 | - | - | - | 154 | - | - | 154 |
| Share options exercised | 17 | - | - | - | (41) | - | 41 | - |
| Loss for the period | - | - | - | - | - | (5,513) | (5,513) | |
| Balance at 30 June 2026 | 113 | - | 98,416 | 1,029 | (440) | (3,739) | 95,379 | |
Consolidated cash flow statement
For the six months ended 30 June 2026
| Unaudited six months ended | ||
| Figures in British pounds (000s) | 30 June 2026 £’000 | 30 June 2025 £’000 |
| Cash flows from operating activities | ||
| Loss for the period | (5,513) | (3,453) |
| Adjustments for non-cash items: | ||
| Share-based compensation | 107 | 83 |
| Interest income on escrow account | (639) | - |
| Interest expense | 3,124 | 270 |
| Foreign exchange loss/(gain) | 184 | (351) |
| Gain on receipt of non-refundable deposit | - | (84) |
| Unrealised loss on investments held for sale | 15 | 11 |
| Tax recovery | 173 | - |
Changes in working capital | ||
| Increase in trade and other receivables | (664) | (561) |
| Increase in prepaid expenses | (22) | (132) |
| (Decrease)/increase in accounts payable and accrued liabilities | (1,012) | 806 |
| Net cash used in operating activities | (4,247) | (3,411) |
| Cash flows used in investing activities | ||
| Acquisition of property, plant and equipment | (6,660) | (1,540) |
| Acquisition of exploration and evaluation assets | (16,685) | (8,271) |
| Proceeds from exclusivity agreement for sale of asset | 35 | - |
| Increase in deposits | - | (25) |
| Net cash used in investing activities | (23,310) | (9,836) |
| Cash flows generated from financing activities | ||
| Proceeds from the Fundraise | - | 49,804 |
| Share issue costs | - | (2,231) |
| Proceeds from debt facilities after arrangement fees | 30,791 | - |
| Debt facilities associated transaction costs | (566) | - |
| Principal paid on lease liability | (36) | - |
| Bond interest paid in advance and associated transaction costs | (13,273) | - |
| Net cash generated from financing activities | 16,916 | 47,573 |
| Net increase in cash and cash equivalents: | ||
| Change in cash and cash equivalents during the period | (10,641) | 34,326 |
| Cash and cash equivalents at the beginning of the period | 22,650 | 5,319 |
| Impact of foreign exchange on cash | 13 | (190) |
| Cash and cash equivalents at the end of the period | 12,022 | 39,455 |
| Cash paid during the period for interest | 5,289 | - |
| Cash paid during the period for taxes | - | - |
Notes to interim financial statements
1. Company information
Cornish Metals plc (the “Company”) is a public limited company incorporated in England & Wales, whose shares are publicly traded on the AIM market of the London Stock Exchange Plc (“AIM”). The registered office is Falcon House, Charles Street, Truro, England, TR1 2PH. The Company was incorporated on 28 May 2025.
The consolidated interim financial statements of Cornish Metals plc for the six months ended 30 June 2026 include the Company and its subsidiaries (together referred to as the “Group”).
The Company became the ultimate parent company of the Group on completion of a reorganisation on 16 December 2025. Prior to the reorganisation, Cornish Metals Inc, a Canadian incorporated company listed on the TSX Venture Exchange and the AIM market of the London Stock Exchange Plc, had been the ultimate parent company of the Group (“Cornish Canada”). The reorganisation involved a share-for-share exchange whereby every 10 shares in Cornish Canada were exchanged for one share in the Company. Following the completion of the reorganisation, the shares of the Company were admitted for trading to AIM on 18 December 2025. Cornish Canada delisted from the TSX Venture Exchange and the AIM market of the London Stock Exchange Plc on 16 December 2025. The reorganisation did not result in a change of control in the ultimate holding parent company nor the shareholdings or management of any Group companies.
The Company’s principal business activity is the exploration and development of its mineral properties in Cornwall, United Kingdom (“Cornwall Mineral Properties”). The Company’s flagship mineral property is the former producing South Crofty underground tin mine which is being advanced through to a final investment decision (“South Crofty”).
2. Basis of preparation
These unaudited consolidated interim financial statements are presented in British Pounds (“GBP” or £), which is also the Company’s functional currency. Monetary amounts in these consolidated interim financial statements are rounded to the nearest £’000.
The consolidated interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) using the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended 31 December 2025. These consolidated interim financial statements do not include all disclosures required by UK-adopted International Financial Reporting Standards (“IFRS”) for audited consolidated financial statements and accordingly should be read in conjunction with the Company’s audited consolidated financial statements for the year ended 31 December 2025 prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”).
The consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments measured at fair value through profit or loss.
The financial information contained in this interim financial report does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The audited consolidated financial statements for the year ended 31 December 2025 have been filed with the Registrar of Companies.
In preparing these consolidated interim financial statements, the significant accounting estimates and judgements were consistent with those disclosed in the Group’s audited consolidated financial statements for the year ended 31 December 2025.
3. Accounting for corporate reorganisation
On 16 December 2025, the Company became the Group’s new ultimate parent company through a Court-approved plan of arrangement. As this transaction is outside of the scope of IFRS 3 Business Combinations and is not specifically addressed by IFRS, the Directors adopted predecessor accounting as there was no change in control of the ultimate holding company of the Group, nor the ultimate shareholders.
Accordingly, the consolidated interim financial statements are presented as a continuation of the existing group with assets and liabilities recognised at their existing carrying amounts and no goodwill or fair value uplift recognised. Where appropriate, comparative figures have been restated to reflect the new group structure. This accounting treatment reflects the substance of the transaction and provides continuity of reporting for users of the financial statements.
These consolidated interim financial statements have therefore been issued under the name of Cornish Metals plc, as if the Company had been in existence throughout the comparative financial period.
4. Going concern
These consolidated interim financial statements have been prepared on a going concern basis with the assumption that the Group will be able to realise its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, the Group has sustained substantial losses from operations since inception, operates from a net current liabilities position, and has no current source of revenue. Continued operations of the Group and further exploration and development of its Cornwall Mineral Properties are dependent on the Group’s ability to obtain additional financing and generate profitable operations in the future.
During May 2026, the Company entered into secured debt facilities with its two strategic shareholders, the National Wealth Fund Limited (“NWF”) and Vision Blue Resources Limited (“VBR”), which has enabled the South Crofty project to continue with underground development, construction of surface facilities and infrastructure, and support the Group’s general operating and corporate purposes. The quantum and duration of these activities are constrained by the availability of funding under the debt facilities.
Progression of the South Crofty project beyond the activities noted above is subject to the final investment decision. To successfully advance the project through the final investment decision, further financing needs to be secured to fund development into production. Whilst the Company successfully completed a placement of senior secured bonds in May 2026, the Company continues to progress the broader project financing package for the South Crofty project.
Against the backdrop of attractive commodity prices, buoyant equity markets for mining companies, further de-risking of the project, coupled with supportive strategic shareholders, the Directors are confident that further financing will be secured within the appropriate timeframe. However, there can be no certainty on the success of securing this financing, nor the quantum, terms or timing thereof.
Taken together, these considerations result in material uncertainties which may cast significant doubt about the Group’s ability to continue as a going concern. These consolidated interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported amounts of expenses and the classification of statement of financial position items if the going concern assumption was inappropriate. These adjustments could be material.
5. Adoption of new and revised standards
The Group has adopted all recognition, measurement and disclosure requirements of IFRS. The adoption of new standards (or amendments thereto) that became effective for the first time did not have any material impact on the financial results or position of the Group.
At the date of approval of these consolidated interim financial statements, the following standards and interpretations which have not been applied in these consolidated interim financial statements were in issue but were not yet effective:
| Standard | Effective date, annual period beginning on or after |
| IFRS 18 – Presentation and Disclosure in Financial Statements | 1 January 2027 |
6. Finance income and expense
| Period ended 30 June 2026 | Period ended 30 June 2025 | |
| £’000 | £’000 | |
| Finance income | ||
| Interest income on cash deposits | 231 | 537 |
| Interest income on escrow account | 639 | - |
| Total finance income | 870 | 537 |
| Finance expense | ||
| Interest on borrowings (Note 14) | 824 | 270 |
| Interest on bond (Note 14) | 2,300 | - |
| Total finance costs | 3,124 | 270 |
7. Earnings per share
| Period ended 30 June 2026 | Period ended 30 June 2025 (restated) | |
| Loss attributable to shareholders | £ (5,513,000) | £ (3,453,000) |
| Weighted average number of ordinary shares in issue | 125,465,135 | 96,078,998 |
| Basic loss per share | £(0.04) | £(0.04) |
The calculation of the basic loss per share is calculated by dividing the consolidated loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
On 16 December 2025, the Company completed a share-for-share exchange whereby every 10 shares in Cornish Canada were exchanged for one share in Cornish Metals plc. In accordance with IAS 33 Earnings per share, the weighted average number of shares for all periods presented has been adjusted retrospectively to reflect the new share structure.
The diluted loss per share is the same as the basic earnings per share, as the warrants/options are not dilutive due to the loss for the period.
8. Property, plant and equipment
| Office equipment | Freehold land | Plant and equipment | Water treatment plant | Assets under construction* | Total | ||
| Cost | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Balance at 31 December 2025 | 831 | 3,070 | 3,500 | 10,706 | 5,711 | 23,818 | |
| Additions | 241 | - | 64 | - | 5,664 | 5,969 | |
| Transfers | - | - | 1,496 | - | (1,496) | - | |
| Balance at 30 June 2026 | 1,072 | 3,070 | 5,060 | 10,706 | 9,879 | 29,787 | |
| Accumulated Depreciation | |||||||
| Balance at 31 December 2025 | (320) | - | (1,238) | (3,003) | - | (4,561) | |
| Depreciation charge for the period | (97) | - | (415) | (306) | - | (818) | |
| Balance at 30 June 2026 | (417) | - | (1,653) | (3,309) | - | (5,379) | |
| Net book value | |||||||
| As at 31 December 2025 | 511 | 3,070 | 2,262 | 7,703 | 5,711 | 19,257 | |
| As at 30 June 2026 | 655 | 3,070 | 3,407 | 7,397 | 9,879 | 24,408 |
* Depreciation will commence once these assets are complete and available for use.
As at 30 June 2026, freehold land and assets under construction with a carrying amount of £379,000 and £2,422,000 respectively, have been pledged as security against the grant funding agreement under a fixed charge arrangement (Note 9). The charge is registered in favour of Cornwall Council, securing the grant funding agreement totalling £4.2 million. The Group remains compliant with all covenants attached to the grant funding agreement.
9. Government grants
On 4 June 2025, the Group was awarded a £4.2 million grant from the UK Government through the UK Shared Prosperity Fund. Cornwall Council is responsible for managing projects funded by the UK Shared Prosperity Fund through the Cornwall and Isles of Scilly Good Growth Programme. The grant is associated with the purchase of land and construction of new workshop and store facilities on the Bartles Foundry site at South Crofty.
The grant was received on submission of qualifying expenditure every three months. The grant funding was equivalent to a maximum of 62% of the budgeted project cost of approximately £6.8 million. The full grant of £4.2 million had been claimed by 31 July 2026.
As the grant relates to construction of an asset, the receipts are offset against the carrying amount of the related asset.
Total grant funding receivable in the period ended 30 June 2026 was £1,969,000 (year ended 31 December 2025: £2,221,000) which has been offset against the additions to assets under construction. Of the total grant funding, £981,000 (31 December 2025: £1,035,000) is recognised as a receivable as at 30 June 2026 (Note 11).
10. Exploration and evaluation assets
| Cornwall Mineral Properties | South Crofty | Carn Brea | United Downs | Total | |
| Cost | £’000 | £’000 | £’000 | £’000 | |
| Balance at 31 December 2025 | 63,389 | 1,125 | 1,690 | 66,204 | |
| Additions | 20,022 | - | - | 20,022 | |
| Balance at 30 June 2026 | 83,411 | 1,125 | 1,690 | 86,226 |
Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties is in good standing.
11. Trade and other receivables
| At 30 June 2026 | At 31 December 2025 | |
| £’000 | £’000 | |
| VAT receivables | 1,610 | 879 |
| Other receivables | 1,073 | 1,194 |
| Total trade and other receivables | 2,683 | 2,073 |
The fair value of trade and other receivables approximates their book value.
Other receivables include the receivable relating to the UK Government grant detailed in Note 9 (as at 30 June 2026: £981,000). Qualifying expenditure is submitted on a quarterly basis. The grant in relation to April 2026 to June 2026 expenditure was received in August 2026.
12. Deferred financing fees
Deferred financing costs of £1,664,000 (31 December 2025: £224,000) consist of transaction costs incurred in connection with fundraising activities which were not completed by 30 June 2026.
In May 2026, the Company entered into two debt facilities as detailed in Note 14. Directly attributable transaction costs have been deducted from the initial carrying amount of the financial liabilities and will be recognised through the effective interest method.
13. Accounts payable and accrued liabilities
| At 30 June 2026 | At 31 December 2025 | |
| £’000 | £’000 | |
| Trade payables | 2,823 | 2,224 |
| Accrued liabilities | 2,694 | 2,758 |
| Taxation and social security | 304 | 224 |
| Deferred Research & Development tax credit | 173 | - |
| Total accounts payable and accrued liabilities | 5,994 | 5,206 |
14. Loan liability
Reconciliation of borrowings to cashflows from financing activities
| Period ended 30 June 2026 | Year ended 31 December 2025 | |
| £’000 | £’000 | |
| Opening balance | - | 7,464 |
| Gross proceeds from debt facility (cash) | 31,308 | - |
| Transaction costs (cash) | (1,083) | - |
| Accrued interest (non-cash) | 824 | 270 |
| Loan repayment (non-cash) | - | (7,567) |
| Foreign currency translation (non-cash) | 123 | (167) |
| Closing balance | 31,172 | - |
Debt facilities with shareholders
Year ended 31 December 2025
On 15 October 2024, Cornish Canada entered into a secured debt facility for US$9,145,000 (equivalent to £7,000,000 based on the closing exchange rate as at 14 October 2024) with VBR, a significant shareholder of the Company. The term of the facility was until 31 March 2025 with an interest rate of 15% per annum. The security comprised fixed and floating charges over the Company’s assets except mineral rights in the United Kingdom which were already pledged as security under the Royalty Agreements (refer Note 15). The proceeds of the facility were used for the Company’s general operating and corporate purposes.
The facility was repaid through a set-off with the proceeds from the Fundraise (refer Note 16) through the issuance of 94,591,262 common shares in Cornish Canada.
Period ended 30 June 2026
On 14 May 2026, the Company entered into further secured debt facilities with NWF and VBR totalling up to £35,000,000 and US$22,750,000 (equivalent to £16,870,000 based on the closing exchange rates on 14 May 2026 and 19 August 2026), respectively. The facilities involved a two-tranche structure:
- Tranche 1: committed facilities of £21,100,000 (NWF) and US$13,700,000 (VBR), both amounts were drawn down on 18 May 2026; and
- Tranche 2: uncommitted facilities of £13,900,000 (NWF) and US$9,050,000 (VBR), both amounts were drawn down on 19 August 2026.
The terms of the facilities are for six months from the date of the agreements with an interest rate of 13.0% per annum to be capitalised and compounded on a daily basis. The arrangement fee payable is equal to 1.65% of each tranche draw down. The security comprises fixed and floating charges over the Company’s assets except mineral titles and assets in the United Kingdom which are already pledged as security under the Royalty Agreements (refer Note 15). The proceeds of the facilities were used for the Company’s general operating and corporate purposes.
Legal expenses associated with the arrangement of the facilities amounted to £566,000. Together with the arrangement fees of £517,000 incurred for Tranche 1 of the facilities, transaction costs have been netted against the gross proceeds received, resulting in an initial carrying value of £30,225,000 for the two facilities.
Nordic bond issue
On 21 May 2026, the Company completed a placement of US$210,000,000 of new six-year, senior secured bonds with a coupon rate of 13.5% per annum. The principal terms of these bonds are:
- Fixed 13.5% per annum coupon rate (payable quarterly), although interest for the first two quarters is pre-paid into an escrow account pending completion of a minimum equity raise (refer below);
- Issue price of 98% of the nominal amount and maturity of 103.5% of the nominal amount;
- No principal repayments for 48 months; thereafter, quarterly amortisation of 5% of the nominal amount and a 60% bullet repayment at maturity (in each case at 103.5% of the nominal amount);
- The bonds will be secured over the assets of the Company and its wholly-owned subsidiaries; and
- Proceeds of the bond will be applied towards the development and construction of the South Crofty project.
14. Loan liability (continued)
The proceeds of the issue of the bond are held in an escrow account, along with the pre-paid interest for the first two quarters. The funds will not be capable of being drawn down by the Company until the conditions precedent to release from escrow have been satisfied. No covenant tests were required in the period as the funds have not been drawn down.
A significant condition precedent is for the Company to have completed an equity fundraising of at least US$161,000,000 within six months of issue of the bonds (21 November 2026). Until this condition precedent is satisfied, proceeds from the bonds are held in escrow with the bond holders having a legal right to set them off against the bond liability in line with the Company’s accounting policy for financial instruments.
The net position of the escrow account after offset of the bond proceeds and the related liability relates to interest paid in advance, interest earned on the funds held in the escrow account and associated transaction costs. This balance has been recognised within prepayments and deferred financing fees.
15. Net Smelter Royalty Liability
| Period ended 30 June 2026 | Year ended 31 December 2025 | |
| £’000 | £’000 | |
| Opening balance | 5,098 | 5,474 |
| Foreign currency translation | 73 | (376) |
| Closing Balance | 5,171 | 5,098 |
On 26 January 2018, the Group completed a secured convertible note financing (the “Note”) with OR Royalties Inc (“OR”), a significant shareholder of the Group at that date. The Note was convertible into a 1.5% NSR on all metals and minerals produced from South Crofty at OR’s option (the “Royalty Option”).
On 19 February 2021, OR exercised the Royalty Option and converted its Note into two royalties as follows:
- a perpetual 1.5% NSR on South Crofty; and
- a perpetual 0.5% NSR on any other mineral rights held by the Company in Cornwall, UK that do not form part of South Crofty (together, the “Royalty Agreements”).
The Royalty Agreements are secured over the subsidiary, Cornish Minerals UK Limited (“CMUK”), which holds the Company’s mineral rights in Cornwall, UK, and a share charge over Cornish Metals Holdings Limited’s holding in CMUK. Liquidated damages also become payable to OR in the event of default.
The NSR liability was initially recorded at fair value at the date of conversion of the Note, net of transaction costs, with an initial carrying value of £5,086,000.
Due to uncertainties over projected metal production and timing thereof, the net present value of the NSR liability cannot be reliably determined. This uncertainty will continue until a final investment decision has been made on South Crofty. Until this time, the NSR will be recorded at its initial fair value. As a net present value cannot be reliably determined, the liability for amounts due over five years cannot be disclosed.
16. Share capital and reserves
Authorised share capital
The nominal value of the Company’s ordinary shares is £0.0005. The authorised share capital of the Company’s ordinary shares is £63,000.
The nominal value of the Company’s redeemable shares is £1.00. The authorised share capital of the Company’s redeemable shares is £50,000.
Issued share capital
| Ordinary shares | Redeemable shares | Share capital | |
| Number | Number | £’000 | |
| Balance at 31 December 2024(1) | 535,270,712 | - | 78,077 |
| Share issue pursuant to Fundraise(2) | 717,143,367 | - | 57,371 |
| Share issue costs | - | - | (2,413) |
| Exercise of share options(3) | 2,087,540 | - | 222 |
| Share issued in Company(4) | 1 | - | - |
| Redeemable shares issued in Company (4) | - | 50,000 | 50 |
| Corporate reorganisation(5) | (1,129,051,531) | - | (133,194) |
| Balance at 31 December 2025 | 125,450,089 | 50,000 | 113 |
| Exercise of share options(6) | 21,247 | - | - |
| Balance at 30 June 2026 | 125,471,336 | 50,000 | 113 |
(1) Reflects the number of shares in Cornish Canada prior to the reorganisation completed on 16 December 2025. The number has not been adjusted retrospectively to reflect the new share structure.
(2) On 24 March 2025 a fundraise of £57.4 million was completed, which included a £28.6 million strategic investment by NWF (the “Fundraise”). The balance of the financing was completed through a subscription by VBR and certain of the Directors, and a private placement with new and existing institutional and other investors. The Fundraise involved the issuance of 717,143,367 common shares in Cornish Canada at £0.08.
VBR’s subscription in the Fundraise amounted to £18.1 million, of which £7.6 million was used to set-off the balance owing under its debt facility (Note 14). Gross proceeds from the Fundraise presented in the statement of cashflow therefore equate to £49.8 million.
(3) Cornish Canada issued 2,087,540 new common shares pursuant to the exercise of options granted in August 2020.
(4) Shares issued on incorporation of the Company on 28 May 2025.
(5) On 16 December 2025, the Company executed a Court-approved plan of arrangement to re-domicile the ultimate parent company from Canada to the UK. Accordingly, 125,450,089 ordinary shares of £0.0005 each in the capital of the Company were admitted to trading on AIM on 18 December 2025. All existing shareholders of Cornish Canada were issued shares in the Company in a ten-for one exchange (rounded down). Through the merger relief provisions of the Companies Act 2006, a merger reserve has been created to account for the difference in nominal value of the issued shares in the Company and the net assets acquired from Cornish Canada.
(6) The Company issued 21,247 new ordinary shares pursuant to the exercise of options granted in August 2024.
16. Share capital and reserves (continued)
Redeemable shares
On 28 May 2025 the Company issued 50,000 unpaid redeemable shares for an aggregate nominal of £50,000. No further redeemable shares will be issued. The Company’s intention is that they will be redeemed by the Company in their entirety from either the Company’s distributable profits (should it have any) or from the proceeds of an issue of new ordinary shares made for the purposes of the redemption in accordance with provisions of the Companies Act 2006.
The redeemable shares are classed as equity as it is the Company which has the right to redeem the shares at any time, not the holders. In addition, the holders of the redeemable shares are not entitled to receive any dividend or distribution.
17. Equity awards
The Company has an existing stock option plan (the “Legacy Option Plan”) which has been replaced by a long term incentive plan (the “LTIP”). Effective from 4 February 2025, the Company is no longer awarding options under the Legacy Option Plan but any outstanding options will continue to be governed by the Legacy Option Plan.
There has been no grant of equity awards in the period ended 30 June 2026. The audited consolidated financial statements for the year ended 31 December 2025 contains detail on the equity awards in place.
Legacy Option Plan
Stock option transactions for the period ended 30 June 2026 are summarised as follows:
| Number of options | Weighted average exercise price | |
| Balance at 31 December 2025 | 1,923,332 | £1.21 |
| Exercised | (79,998) | 0.85 |
| Lapsed | (6,666) | 0.85 |
| Balance at 30 June 2026 | 1,836,668 | £1.22 |
| Number of options exercisable at 30 June 2026 | 889,986 | £1.39 |
Long term incentive plan
Share award transactions under the LTIP for the period ended 30 June 2026 are summarised as follows:
| Number of options | Weighted average exercise price | |
| Balance at 31 December 2025 | 1,110,119 | £0.0005 |
| Lapsed | (55,214) | 0.0005 |
| Balance at 30 June 2026 | 1,054,905 | £0.0005 |
| Number of options exercisable at 30 June 2026 | - | £0.0005 |
Share-based compensation expense
During the period ended 30 June 2026, the Company recognised £154,000 (period ended 30 June 2025: £185,000) in share-based compensation, of which £107,000 was expensed to profit or loss (period ended 30 June 2025: £83,000) and £47,000 was capitalised to exploration and evaluation assets (period ended 30 June 2025: £102,000).
18. Contingent liability
The Company is liable to make a payment of US$5,000,000 in ordinary shares as deferred consideration relating to the acquisition of South Crofty and associated mineral rights in Cornwall, UK. The payment will crystallise upon making a decision to proceed with the final investment decision relating to South Crofty. The deferred consideration is payable to Galena Special Situations Fund and Tin Shield Production Ltd under the terms of the share purchase agreement dated 11 July 2016 entered into with Cornish Canada.
19. Related party transactions
Period ended 30 June 2026
The Company entered into the following transactions with related parties during the period ended 30 June 2026:
Debt facilities
During the period ended 30 June 2026, the Group entered into secured debt facilities totalling up to £35,000,000 and US$22,750,000 with NWF and VBR, respectively, both of which are significant shareholders of the Company. Details of these facilities can be found in Note 14.
Period ended 30 June 2025
The Company entered into the following transactions with related parties during the period ended 30 June 2025:
Debt facility
During the year ended 31 December 2024, the Cornish Canada entered into a secured debt facility for US$9,145,000 with VBR, a significant shareholder of Cornish Canada. Certain of VBR’s subscription to the Fundraise was used to repay the facility by way of set-off. Details of this facility can be found in Note 14.
Participation in the Fundraise
- Received £18.1 million from VBR for its participation in the Fundraise (Note 16);
- Received £28.6 million from NWF for its participation in the Fundraise (Note 16) which resulted in NWF becoming a related party of Cornish Canada with effect from 24 March 2025; and
- Directors subscribed to the Fundraise also on the same terms and price as all other participants in the Fundraise.
20. Financial instruments and risk management
The Company is exposed to a variety of financial risks by virtue of its activities, including liquidity risk, credit risk, foreign currency risk, interest rate risk, equity market risk and commodity price risk.
The Company’s objective with respect to risk management is to minimise potential adverse effects on the Company’s financial performance and position. These financial risks are continually assessed and monitored. The financial risks have not substantially changed, with the exception of foreign currency risk, from those set out in the Group’s audited consolidated financial statements for the year ended 31 December 2025.
Foreign currency risk has changed in the six month period to 30 June 2026 due to the US dollar denominated debt facility entered into with VBR (Note 14). The facility is short term in nature and any unspent cash is held in US dollars to mitigate foreign currency risk. There is no foreign currency risk associated with the bond as at 30 June 2026 as the funds held in escrow offset the bond liability.
21. Capital commitments
The Group has outstanding commitments amounting to £31 million as at 30 June 2026 relating to the advancement of South Crofty to a final investment decision. The timing of payments relating to these commitments depends on the progress of the dewatering of the South Crofty mine, associated shaft refurbishment and surface activities, timing for the ordering of long lead items and preparation of ongoing project engineering studies.
22. Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party of the Company.
23. Events after the reporting period
Debt facilities with shareholders
Tranche 2 of the uncommitted debt facilities of £13,900,000 (NWF) and US$9,050,000 (VBR) was confirmed by both lenders, with funds drawdown on 19 August 2026.
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