25 September 2026
2026 HALF-YEARLY FINANCIAL REPORT
Aminex PLC (“Aminex” or “the Group” or “the Company”) announces its unaudited half-yearly report for the six months ended 30 June 2026.
REPORTING PERIOD HIGHLIGHTS
Charles Santos, Executive Chairman of Aminex commented:
“Operational activity at Ntorya is set to accelerate significantly over the coming months, with work beginning at NT-1, testing and initial production commencing at NT-2, completion of the pipeline and the planned drilling of NT-3. The provisional 2027 programme also establishes a clear route to further early drilling at the NT-E and NT-W locations, supporting the transition from intial production to the wider development of the Ntorya field.”
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INTERIM MANAGEMENT REPORT
Executive Chairman’s Review
Dear Shareholder,
In the 2025 Annual Report, I described 2026 as a pivotal year for Aminex - a year in which plans and aspirations for the development of the Ntorya gas-field would become operational realities, with execution and delivery the Company’s central focus. Despite our position as a non-operating partner in the project, where delivery and execution are outwith our day-to-day responsibilities, that central focus remains our objective today.
During the first half of 2026, construction of the Ntorya–Madimba pipeline advanced materially. This critical infrastructure, being constructed by the Government of Tanzania, will connect the Ntorya gas-field to the Madimba Gas Processing Plant and Tanzania’s national gas transmission system.
Against this backdrop, following changes in the management of ARA Petroleum, ARA Petroleum Tanzania Limited (“APT”), the Operator, proposed material changes to the approved 2026 Work Programme and Budget. These created significant challenges to the timing and sequencing of the development and to the programme to deliver gas into the new pipeline. Throughout this period, the Company’s focus has remained clear: to maintain the timely development of Ntorya, preserve the contractual framework underpinning that development and protect the interests of both Aminex and all its shareholders.
The proposed changes included the drilling of a development well, at a location designated by APT as Ntorya-Central (“NT-C”), to replace a perceived riskier and more marginal appraisal well, Chikumbi-1 (“CH-1”) – an obligation well to be drilled under the terms of the granting of the Development Licence and our Farmout Agreement. APT’s proposal, as suggested, would have resulted in a significant delay to the development timetable, including the tie-in of NT-2, workover to NT-1 and delivery of first gas.
Whilst both Aminex and the Tanzanian authorities recognised the merits of advancing NT-C within the development programme, neither Aminex nor the Tanzania Petroleum Development Corporation (“TPDC”) could support a programme that would materially delay the development of Ntorya, the production of gas for the new pipeline under construction or replace the Operator’s obligation to drill CH-1. Together with TPDC, your Board sought a solution that would incorporate the potential benefits of bringing forward a development well at the NT-C location whilst preserving CH-1 in the drilling programme and maintaining the earliest practicable path to first gas. When it became clear that an agreed way forward was not forthcoming, Aminex’s wholly owned subsidiary, Ndovu Resources Limited (“Ndovu”) issued a formal Notice of Dispute to both APT and The Zubair Corporation LLC on 21 August 2026. The Notice alleged breaches relating to the approved 2026 Work Programme and Budget and to the Operator’s obligations under both the Farmout Agreement and Joint Operating Agreement.
Dr James Mataragio, the Permanent Secretary responsible for Petroleum at the Ministry of Energy, expeditiously convened a meeting bringing together senior representatives of the Ministry, the Petroleum Upstream Regulatory Authority (“PURA”), TPDC, APT and Ndovu in Dar es Salaam on 26 August 2026. The Government rejected the Operator’s proposal to delay implementation of the project timetable and the meeting reached agreement on a revised programme that maintains the objective of first gas in December 2026, accommodates the Operator’s proposal to drill a well at the NT-C location at the earliest available opportunity and preserves the commitment to drill CH-1 at a later stage.
Under the revised implementation programme, as presented at a subsequent Operating Committee Meeting (“OCM”) of the joint venture partners:
The significance of the revised programme is that NT-3 is now an additional well in the near-term drilling sequence rather than a replacement for CH-1. Together with the optional wells at NT-E and NT-W, the programme provides an opportunity to enhance the near-term development and production potential of Ntorya whilst preserving the commitments and protections contained within the existing contractual framework. Moreover, APT has provided assurances that the necessary funding will be available to implement the revised programme. The revised 2026 programme and the joint venture approved provisional 2027 programme (still to be approved by TPDC and PURA) together project a gross expenditure of up to US$75 million for the remainder of 2026 and 2027. The Ntorya–Madimba pipeline is expected to be completed in time to receive initial gas production by end December 2026.
This programme represents important progress towards resolving the matters raised in the Notice of Dispute and our attention is now firmly focused on implementation and programme delivery. Agreements and timetables must ultimately be measured by their implementation. Aminex fully supports the execution of the revised programme and will continue to work constructively with APT and the Tanzanian authorities to achieve its timely and successful delivery.
The fundamental investment proposition, as described in the Annual Report, has not changed. Completion of the pipeline and associated facilities, together with the workover of NT-1 and testing of NT-2, provides the pathway to initial production and revenue. The subsequent drilling of NT-3, NT-E, NT-W and CH-1, supported by the extensive 3D-seismic dataset acquired in 2022, will improve our understanding of the reservoir and should support the further development of the field. The field has the potential to support progressively higher levels of production as additional wells are drilled and Tanzania’s demand for natural gas continues to grow.
For the six months ended 30 June 2026, Aminex reports a loss of US$2.71 million (30 June 2025: US$1.50 million). Further details are provided in the Financial Review. Under the 2020 Ruvuma PSA Farm-Out, Aminex continues to be carried for its share of Ntorya development costs through to material levels of production and revenue. Operating costs remain very lean. Base running costs (excluding non-cash and one-off items, before recharges) increased by 11.7% to US$1.03 million in the period (30 June 2025: US$0.92 million), mainly due to interim staff cover and recruitment costs. The Company maintains a fit-for-purpose structure with sufficient capacity to deliver on current objectives while retaining flexibility for growth.
The events of recent months have clearly demonstrated the importance that the Government of Tanzania attaches to bringing additional domestic gas into production from Ntorya. The revised implementation programme provides an agreed basis upon which the joint venture partners and the Tanzanian authorities can now proceed towards that objective. Tanzania’s demand for reliable and affordable energy continues to grow. Domestic natural gas has an important role to play in supporting electricity generation, industrialisation and wider economic development. Ntorya is well positioned to contribute materially to that growth for many years.
When I wrote to shareholders in April, I said that the narrative of Aminex was changing. It was no longer about survival or restructuring, but about execution, production and growth. Events since have tested the execution element of that proposition and demonstrated why firm contractual foundations, government support and disciplined oversight remain essential to the development of Ntorya. Your Board responded, as any responsible management should, by protecting your Company and its contractual rights and the Ntorya Development Licence, whilst continuing to work constructively with the Tanzanian authorities and our partners to find a mutually acceptable way forward.
Our focus now is entirely on delivery and we expect to enter 2027 a fundamentally different company from the one we were only a few years ago: debt free, participating in a producing and expanding gas development, generating revenues from Ntorya and positioned to benefit from the longer-term development of one of Tanzania’s most important domestic gas resources.
We are grateful for the engagement and support of the Government of Tanzania, the Ministry of Energy, TPDC and PURA and in particular, I would like to thank Dr James Mataragio (Permanent Secretary for Petroleum – Ministry of Energy), Mr Mussa Makame (Managing Director of TPDC), and Mr Charles Sangweni (Director General of PURA).
Finally, I would like to thank our shareholders for their support and our UK and Tanzanian staff for their continued dedication during what has been an exceptionally important period for the Company.
Charles Santos
Executive Chairman
25 September 2026
Financial Review
Revenue Producing Operations
Revenues from continuing operations amounted to US$14,000 (30 June 2025: US$17,000). Group revenues during the first six months of 2026 are derived from the provision of technical and administrative services to joint operations. Cost of sales was US$17,000 (30 June 2025: US$18,000). Consequently, there was a gross loss of US$3,000 for the period compared with a gross loss of US$1,000 for the comparative period.
Group administrative expenses, net of costs capitalised against projects, were US$1.00 million (30 June 2025: US$0.91 million). The increase in expenses during the period was due mainly to US$0.06 million of interim staff cover and recruitment costs and a US$0.03 million increase in directors’ fees, partially offset by a reduction in the non-cash share options charge (US$0.02 million). Management continues to maintain strict expenditure controls in order to help maintain the cost-saving gains achieved since 2018.
The Group recognised an impairment during the six-month period against exploration and evaluation (“E&E”) assets of US$226,000 (30 June 2025: US$132,000). This is comprised of costs incurred on the Nyuni Area PSA (30 June 2025: US$132,000), which relate to own costs for geological, geophysical and administrative work and licence maintenance costs, along with training and licence fees and accrued decommissioning provision costs (US$47,000). There was no expenditure incurred during the six-month period on Kiliwani South Area (30 June 2025: US$ nil). All expenditure on the Nyuni Licence Area and the Kiliwani South Area continues to be impaired immediately to the income statement upon recognition following their full impairments in 2018 and 2021 respectively.
An impairment against the KNDL development asset within property, plant and equipment (“PP&E") of US$165,000 (30 June 2025: US$163,000) was also recognised during the six-month period, relating to own costs for geological, geophysical and administrative work and licence maintenance costs, along with training and licence fees and accrued decommissioning provision costs (US$58,000). All expenditure on the KNDL continues to be impaired immediately to the income statement upon recognition following the full impairment in 2021.
The Group’s resulting net loss from operating activities was US$1.39 million (30 June 2025: US$1.21 million).
The charge to the income statement of US$1.09 million (30 June 2025: US$ nil) for the fair value loss on share warrants is a result of the movement of the fair value of the derivative financial liability on the balance sheet (see Note 13).
Finance costs amounted to US$226,000 (30 June 2025: US$293,000), comprising the decommissioning interest charge of US$206,000 (30 June 2025: US$194,000) and foreign exchange losses of US$20,000 (30 June 2025: US$55,000). Finance costs for 30 June 2025 also included accrued interest of US$44,000 on the Eclipse funding facility, which was repaid in October 2025.
The Group’s net loss for the period amounted to US$2.71 million (30 June 2025: US$1.50 million).
Balance Sheet
The Group’s investment in exploration and evaluation assets increased slightly from US$39.06 million at 31 December 2025 to US$39.16 million at 30 June 2026. This was mainly due to an increase in estimated decommissioning costs for the Ruvuma PSA CGU as a result of changes to inflation rates. As noted above, all expenditure on the Nyuni Licence Area and the Kiliwani South Area continues to be impaired immediately to the income statement upon recognition as both are fully impaired. In accordance with the Group’s accounting policy, the Group does not record expenditure for its share of costs that are carried by ARA Petroleum Tanzania Limited (“APT”) in relation to the Ruvuma PSA asset. The Group is carried for a total of US$35.0 million of development expenditure on the Ruvuma PSA, with carried expenditure in the period relating to development activities.
The carrying value of property, plant and equipment increased to US$4,000 at 30 June 2026 (31 December 2025: US$ 3,000). Costs for the Kiliwani North CGU are included in PP&E but are fully impaired (see Note 9).
Current assets amounted to US$3.76 million (31 December 2025: US$4.86 million) with trade and other receivables of US$1.54 million (31 December 2025: US$1.45 million). Cash and cash equivalents amounted to US$2.23 million (31 December 2025: US$3.41 million). The decrease in current assets of US$1.10 million is predominantly related to the reduction in cash due to administrative expenses, tax payments and expenditures on E&E and PP&E assets, partially offset by US$0.07 million received from the exercise of share options.
Current liabilities amounted to US$7.88 million compared with US$7.72 million at 31 December 2025. This balance included amounts payable to joint operations partners for their profit shares from invoiced gas sales, related VAT payable on the gas receivables invoices and provisions and accruals for taxes. The increase related mainly to an increase of US$0.26 million in trade payables and accruals, including training and licence fee invoices from the Tanzania Petroleum Development Corporation. Offset against these were a decrease of US$0.12 million in accrued VAT and WHT due to payments made.
Non-current liabilities are US$9.62 million (31 December 2025: US$8.13 million) comprising the decommissioning provision of US$6.98 million and the derivative financial liability of US$2.65 million for outstanding share warrants. The decommissioning provision has increased during the period due to the unwinding of the discount during the period of US$0.21 million and increased inflation assumptions. The derivative financial liability has increased by US$1.09 million as a result of the movement in the fair value of the warrants (see Note 13).
Total equity has decreased by US$2.66 million between 31 December 2025 and 30 June 2026 to US$25.42 million (31 December 2025: US$28.08 million), predominately due to the increase of US$2.65 million in the retained deficit arising from the loss for the period.
Cash Flows
Net cash outflows from operating activities were US$1.14 million during the period (30 June 2025: US$0.83 million), being mainly G&A expenditures and payment of accrued indirect taxes. Net cash outflows from investing activities amounted to US$0.10 million (30 June 2025: US$0.04 million), mainly for care and maintenance expenditure on the KNDL. Cash inflows from financing activities during the period were US$0.07 million received from the exercise of employee share options (30 June 2025: US$0.75 million from loan drawdowns). Net cash and cash equivalents for the six months ended 30 June 2026 therefore decreased by US$1.19 million (including exchange rate fluctuations of US$0.02 million) compared with a decrease of US$0.18 million for the comparative half-year period. The balance of net cash and cash equivalents at 30 June 2026 was US$2.23 million (30 June 2025: US$0.95 million).
Related party transactions
There have been no material changes in the related party transactions affecting the financial position or the performance of the Group in the period since publication of the 2025 Annual Report other than those disclosed in Note 15 to the condensed consolidated financial statements.
Going Concern
The financial statements of the Group are prepared on a going concern basis.
The Directors have given careful consideration to the Group net current liability position amounting to US$4.12 million and the Group’s current loss-making position and cash outflows, and its ability to continue as a going concern, with the resultant need for adequate funding within the going concern period. This included review of cash flow forecasts prepared by management for the going concern period at least 12 months from approval of the financial statements, review of the key assumptions on which these forecasts are based and the sensitivity analysis. The forecasts reflect the Directors’ best estimate of expenditures and receipts during the going concern period. The forecasts are regularly updated to enable continuous monitoring and management of the Group’s cash flow and liquidity risk. The forecasts indicate that, subject to the principal assumptions noted below, the Group would have adequate resources to continue as a going concern for the foreseeable future, that is a period of not less than 12 months from the date of approval of the financial statements.
As part of its analysis in making the going concern assumption, the Directors have considered the range of risks facing the business on an ongoing basis, as set out in the risk section of the 2025 Annual Report, that remain applicable to the Group. The principal assumptions made in relation to the Group’s going concern assessments relate to the capital commitments on its operated assets in Tanzania, the reservation of rights made by the Tanzania Petroleum Development Corporation (“TPDC”) in respect of certain claims that the Directors consider are without merit, and the ongoing objections to tax assessments in Tanzania (see Note 14). The Directors have also assumed that funding will be available to the Group through the exercise of warrants by warrant holders and the exercise of share options by participants. Such exercises are expected to occur in late 2026 and early 2027. If such exercises did not occur, or occurred to an insufficient degree, or were delayed, subject to revenue streams assumed in the projections not being significantly delayed, the Directors consider that the Group would be able to either raise further funds or defer the payment of certain capital expenditures, or a combination of both.
Current liabilities of the Group exceeded its current assets as at 30 June 2026, partially as a result of provisions made for some contested tax assessments. As disclosed in Note 14, the Group received a tax assessment in February 2020 from the Tanzania Revenue Authority (“TRA”) of US$2.2 million in relation to an audit of the Group’s Tanzanian wholly owned subsidiary covering the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8 million in relation to audits covering the period from 2016 to 2018 and a subsequent Demand Notice for some of these assessments in January 2025. These tax assessments are excluded from the cash forecast as any cash outflow during the going concern period is not considered probable based on either legal advice or the timeframes for tax cases in Tanzania. Tax assessments received in June 2023 from the TRA of US$3.3 million in relation to an audit covering the period from 2019 to 2020 are included insofar as amounts are expected to be payable under a payment plan negotiated with the TRA. Additionally, development and decommissioning of the Group’s assets in Tanzania is excluded from the cash forecast as any such commitments are anticipated to be outside the going concern period.
The Group commenced discussions with the Tanzanian authorities during 2022 to return the Nyuni Area licence to the Ministry of Energy and such discussions resulted in the Group being requested to market the licence in 2023 and 2024, in an attempt to find a third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. Regardless of whether the farm-out process is successful or not, it is not considered probable that any capital expenditure would arise in the period. However, a risk exists that the Group lose the objections to the tax assessments or may be unable to renegotiate or defer commitments relating to the development or decommissioning of the operated Licence interests during the period, or that the TPDC may take action to enforce their claims to certain rights during the period and, therefore, the Group may need to raise additional funding to meet these potential liabilities.
There is material uncertainty as to its ability to raise such additional funding in conjunction with sufficient conversion and exercising of share warrants necessary to fund the underlying cashflow requirements of the Group. This may result in the Group having to raise funds at whatever terms are available at the time, which is not guaranteed.
These circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, the Group may be unable to realise their assets and discharge their liabilities in the normal course of business. As the Group has been successful in raising equity funds at various times and in similar circumstances in the recent past on acceptable terms to the Group, the Directors have a reasonable expectation that additional funding can be raised. Despite the aforementioned material uncertainty, the Directors have confidence in the Group’s forecasts and have a reasonable expectation that the Group will continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
Principal Risks and Uncertainties
The Group’s strategic objectives for its principal activities, being the production and development of and the exploration for oil and gas reserves, are only achievable if certain risks are managed effectively. The Board has overall accountability for determining the type and level of risk it is prepared to take. The Board is assisted by the Audit and Risk Committee, which oversees the process for review and monitoring of risks, and the implementation of mitigation actions, by management. The Audit and Risk Committee reviews management’s findings regularly and reports to the Board accordingly. Assessment of risks is made under five categories: Climate Change Risks, Strategic Risks, Operational Risks, Compliance Risks and Financial Risks.
Aminex has reviewed and assessed the principal risks and uncertainties at 30 June 2026 and concluded that, with the exception of the first risk set out below, the principal risks identified at 31 December 2025 and disclosed on pages 28 to 30 of the 2025 Annual Report are still appropriate. The following are considered to be the key principal risks facing the Group over the next six months although there are other risks which may impact the Group’s performance:
Forward Looking Statements
Certain statements made in this half-yearly financial report are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from the expected future events or results referred to in these forward-looking statements.
Statement of Directors’ Responsibilities
In respect of the Half-Yearly Financial Report
Each of the Directors who held office at the date of this report, confirm their responsibility for preparing the half-yearly financial report in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and IAS 34 Interim Financial Reporting, as adopted by the EU and to the best of each person’s knowledge and belief:
On behalf of the Board
Charles Santos
Executive Chairman/Director
25 September 2026
Aminex PLC
CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months ended 30 June 2026
|
Notes |
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited Year ended 31 December 2025 US$’000 |
Continuing operations |
|
|
|
|
|
|
Revenue |
2 |
14 |
|
17 |
|
49 |
Cost of sales |
|
(17) |
|
(18) |
|
(59) |
|
|
|
|
|
|
|
Gross loss |
|
(3) |
|
(1) |
|
(10) |
Administrative expenses |
|
(999) |
|
(912) |
|
(1,850) |
Impairment against exploration and evaluation assets |
8 |
(226) |
|
(132) |
|
(460) |
Impairment against property, plant and equipment assets |
9 |
(165) |
|
(163) |
|
(565) |
|
|
|
|
|
|
|
Loss from operating activities |
|
(1,393) |
|
(1,208) |
|
(2,885) |
Fair value loss on share warrants |
13 |
(1,092) |
|
- |
|
(1,556) |
Finance income |
4 |
- |
|
- |
|
- |
Finance costs |
5 |
(226) |
|
(293) |
|
(542) |
|
|
|
|
|
|
|
Loss before tax |
|
(2,711) |
|
(1,501) |
|
(4,983) |
Income tax expense |
6 |
- |
|
- |
|
- |
Loss for the period |
2 |
(2,711) |
|
(1,501) |
|
(4,983) |
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
Basic and diluted (US cents) |
7 |
(0.06) |
|
(0.04) |
|
(0.12) |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2026
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited Year ended 31 December 2025 US$’000 |
|
|
|
|
|
|
Loss for the period
|
(2,711) |
|
(1,501) |
|
(4,983) |
Other comprehensive income |
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
Currency translation differences |
(16) |
|
72 |
|
58 |
Total comprehensive expense for the period attributable to the equity holders of the Company |
(2,727) |
|
(1,429) |
|
(4,925) |
|
|
|
|
|
|
| |||||
Aminex PLC
CONDENSED CONSOLIDATED BALANCE SHEET
At 30 June 2026
|
Notes
|
Unaudited 30 June 2026 US$’000 |
|
Unaudited 30 June 2025 US$’000 |
|
Audited 31 December 2025 US$’000 |
Assets |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Exploration and evaluation assets |
8 |
39,164 |
|
38,923 |
|
39,062 |
Property, plant and equipment |
9 |
4 |
|
1 |
|
3 |
|
|
|
|
|
|
|
Total non-current assets |
|
39,168 |
|
38,924 |
|
39,065 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
10 |
1,538 |
|
1,478 |
|
1,449 |
Cash and cash equivalents |
11 |
2,225 |
|
952 |
|
3,414 |
|
|
|
|
|
|
|
Total current assets |
|
3,763 |
|
2,430 |
|
4,863 |
TOTAL ASSETS |
|
42,931 |
|
41,354 |
|
43,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Issued capital |
|
70,004 |
|
69,703 |
|
69,996 |
Share premium |
|
133,528 |
|
128,409 |
|
133,467 |
Other undenominated capital |
|
234 |
|
234 |
|
234 |
Share option reserve |
|
1,620 |
|
1,660 |
|
1,680 |
Foreign currency translation reserve |
|
(2,256) |
|
(2,226) |
|
(2,240) |
Retained deficit |
|
(177,706) |
|
(171,573) |
|
(175,055) |
|
|
|
|
|
|
|
Total equity |
|
25,424 |
|
26,207 |
|
28,082 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Decommissioning provision |
|
6,976 |
|
5,926 |
|
6,574 |
Derivative financial liability |
13 |
2,648 |
|
- |
|
1,556 |
|
|
|
|
|
|
|
Total non-current liabilities |
|
9,624 |
|
5,926 |
|
8,130 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
12 |
7,883 |
|
9,221 |
|
7,716 |
|
|
|
|
|
|
|
Total current liabilities |
|
7,883 |
|
9,221 |
|
7,716 |
|
|
|
|
|
|
|
Total liabilities |
|
17,507 |
|
15,147 |
|
15,846 |
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
42,931 |
|
41,354 |
|
43,928 |
|
|
|
|
|
|
|
| ||||||
Aminex PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2026
Attributable to equity shareholders of the Company
|
Share capital |
Share premium |
Other undenominated capital |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total equity |
|
US$’000 |
US$’000 |
US$’000 |
US$’000 |
US$’000 |
US$’000 |
US$’000 |
|
|
|
|
|
|
|
|
At 1 January 2025 |
69,703 |
128,409 |
234 |
1,647 |
(2,298) |
(170,080) |
27,615 |
Comprehensive income |
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
(1,501) |
(1,501) |
Currency translation differences |
- |
- |
- |
- |
72 |
- |
72 |
Transactions with shareholders of the Company recognised directly in equity |
|
|
|
|
|
|
|
Shares issued |
- |
- |
- |
- |
- |
- |
- |
Shares options reserve transfer |
- |
- |
- |
(8) |
- |
8 |
- |
Share based payment charge |
- |
- |
- |
21 |
- |
- |
21 |
At 30 June 2025 |
69,703 |
128,409 |
234 |
1,660 |
(2,226) |
(171,573) |
26,207 |
Loss for the period |
|
|
|
|
|
(3,482) |
(3,482) |
Currency translation differences |
- |
- |
- |
- |
(14) |
- |
(14) |
Transactions with shareholders of the Company recognised directly in equity |
|
|
|
|
|
|
|
Shares issued - cash |
208 |
3,541 |
|
|
|
|
3,749 |
Shares issued - loan |
|
|
|
|
|
|
|
conversion |
85 |
1,517 |
|
|
|
|
1,602 |
Share-based payment charge |
- |
- |
- |
20 |
- |
- |
20 |
At 31 December 2025 as previously reported |
69,996 |
133,467 |
234 |
1,680 |
(2,240) |
(175,055) |
28,082 |
Comprehensive income |
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
(2,711) |
(2,711) |
Currency translation differences |
- |
- |
- |
- |
(16) |
- |
(16) |
Transactions with shareholders of the Company recognised directly in equity |
|
|
|
|
|
|
|
Shares issued - cash |
8 |
61 |
- |
|
- |
- |
69 |
Shares options reserve transfer |
- |
- |
- |
(60) |
- |
60 |
- |
Share based payment charge |
- |
- |
- |
- |
- |
- |
- |
At 30 June 2026 (unaudited) |
70,004 |
133,528 |
234 |
1,620 |
(2,256) |
(177,706) |
25,424 |
|
|
|
|
|
|
|
|
| |||||||
CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS
for the six months ended 30 June 2026
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited Year ended 31 December 2025 US$’000 |
Operating activities |
|
|
|
|
|
Loss for the financial period |
(2,711) |
|
(1,501) |
|
(4,983) |
Depreciation and depletion |
1 |
|
1 |
|
2 |
Equity-settled share-based payments |
- |
|
21 |
|
41 |
Finance costs |
270 |
|
293 |
|
542 |
Warrants fair value movement |
1,092 |
|
- |
|
1,556 |
Share issue costs related to derivative financial liability |
- |
- |
- |
|
58 |
Impairment of exploration and evaluation assets |
226 |
|
132 |
|
460 |
Impairment of property, plant and equipment |
165 |
|
163 |
|
565 |
(Increase) / decrease in trade and other receivables |
(38) |
|
(74) |
|
(53) |
Increase / (decrease) in trade and other payables |
(146) |
|
136 |
|
(316) |
Net cash (used in) / generated by operating activities |
(1,141) |
|
(829) |
|
(2,128) |
Tax paid |
- |
|
- |
|
- |
Net cash (outflows) / inflows from operating activities |
(1,141) |
|
(829) |
|
(2,128) |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Acquisition of property, plant and equipment |
(65) |
|
(23) |
|
(288) |
Expenditure on exploration and evaluation assets |
(32) |
|
(18) |
|
(60) |
Net cash (outflows) / inflows from investing activities |
(97) |
|
(41) |
|
(348) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from the issue of share capital |
69 |
- |
- |
|
3,942 |
Payment of share and warrant issue expenses |
- |
|
- |
|
(251) |
Borrowings |
- |
|
750 |
|
1,125 |
Payment of interest on borrowings |
- |
|
- |
|
- |
|
|
|
|
|
|
Net cash inflows / (outflows) from financing activities |
69 |
|
750 |
|
4,816 |
|
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
(1,169) |
|
(120) |
|
2,340 |
Cash and cash equivalents at 1 January |
3,414 |
|
1,127 |
|
1,127 |
Foreign exchange (loss)/gain |
(20) |
|
(55) |
|
(53) |
Cash and cash equivalents at end of the financial period |
2,225 |
|
952 |
|
3,414 |
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
1. Basis of preparation
The condensed consolidated financial statements included in this Half-Yearly Financial Report have been prepared in accordance with IAS 34 “Interim Financial Reporting” as adopted by the European Union. They do not include all of the information required for full annual statutory financial statements and should be read in conjunction with the audited consolidated financial statements of Aminex PLC as at and for the year ended 31 December 2025. The financial information contained in the condensed financial statements has been prepared in accordance with the accounting policies set out in the 2025 Annual Report and Accounts.
The financial information presented herein does not amount to statutory financial statements that are required by Part 6 of Chapter 4 of the Companies Act 2014 to be annexed to the annual return of the Company. The statutory financial statements for the financial year ended 31 December 2025 were annexed to the annual return and filed with the Companies Registration Office in Ireland. The audit report on those statutory financial statements was unqualified and included an emphasis of matter paragraph relating to going concern.
The financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss. These financial statements are presented in US Dollars (“US$”) which is the currency of the primary economic environment in which the Group operates and are rounded to the nearest thousand, unless otherwise stated. The preparation of the Half-Yearly Financial Report requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of assets and liabilities. Estimates and underlying assumptions relevant to these financial statements are the same as those described in the last annual financial statements. Terms used in this condensed set of consolidated financial statements are defined in the Glossary on page 76 in the 2025 Annual Report and Accounts.
These condensed consolidated financial statements were authorised for issue by the Board of Directors on 25 September 2026.
The Interim Report has not been audited or formally reviewed by the Company’s Auditor in accordance with the
International Standards on Auditing (ISAs) (Ireland) or International Standards on Review Engagements (ISREs).
The financial statements of the Group are prepared on a going concern basis.
The Directors have given careful consideration to the Group net current liability position amounting to US$4.12 million and the Group’s current loss-making position and cash outflows, and its ability to continue as a going concern, with the resultant need for adequate funding within the going concern period. This included review of cash flow forecasts prepared by management for the going concern period at least 12 months from approval of the financial statements, review of the key assumptions on which these forecasts are based and the sensitivity analysis. The forecasts reflect the Directors’ best estimate of expenditures and receipts during the going concern period. The forecasts are regularly updated to enable continuous monitoring and management of the Group’s cash flow and liquidity risk. The forecasts indicate that, subject to the principal assumptions noted below, the Group would have adequate resources to continue as a going concern for the foreseeable future, that is a period of not less than 12 months from the date of approval of the financial statements.
As part of its analysis in making the going concern assumption, the Directors have considered the range of risks facing the business on an ongoing basis, as set out in the risk section of the 2025 Annual Report, that remain applicable to the Group. The principal assumptions made in relation to the Group’s going concern assessments relate to the capital commitments on its operated assets in Tanzania, the reservation of rights made by the Tanzania Petroleum Development Corporation (“TPDC”) in respect of certain claims that the Directors consider are without merit, and the ongoing objections to tax assessments in Tanzania (see Note 14). The Directors have also assumed that funding will be available to the Group through the exercise of warrants by warrant holders and the exercise of share options by participants. Such exercises are expected to occur in late 2026 and early 2027. If such exercises did not occur, or occurred to an insufficient degree, or were delayed, subject to revenue streams assumed in the projections not being significantly delayed, the Directors consider that the Group would be able to either raise further funds or defer the payment of certain capital expenditures, or a combination of both.
Current liabilities of the Group exceeded its current assets as at 30 June 2026, partially as a result of provisions made for some contested tax assessments. As disclosed in Note 14, the Group received a tax assessment in
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
1. Basis of preparation (continued)
(i) Going concern (continued)
February 2020 from the Tanzania Revenue Authority (“TRA”) of US$2.2 million in relation to an audit of the Group’s Tanzanian wholly owned subsidiary covering the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8 million in relation to audits covering the period from 2016 to 2018 and a subsequent Demand Notice for some of these assessments in January 2026. These tax assessments are excluded from the cash forecast as any cash outflow during the going concern period is not considered probable based on either legal advice or the timeframes for tax cases in Tanzania. Tax assessments received in June 2023 from the TRA of US$3.3 million in relation to an audit covering the period from 2019 to 2020 are included insofar as amounts are expected to be payable under a payment plan negotiated with the TRA. Additionally, development and decommissioning of the Group’s assets in Tanzania is excluded from the cash forecast as any such commitments are anticipated to be outside the going concern period.
The Group commenced discussions with the Tanzanian authorities during 2022 to return the Nyuni Area licence to the Ministry of Energy and such discussions resulted in the Group being requested to market the licence in 2023 and 2024, in an attempt to find a third-party partner willing to pursue and fund a mutually agreed re-negotiated work programme. Regardless of whether the farm-out process is successful or not, it is not considered probable that any capital expenditure would arise in the period. However, a risk exists that the Group lose the objections to the tax assessments or may be unable to renegotiate or defer commitments relating to the development or decommissioning of the operated Licence interests during the period, or that the TPDC may take action to enforce their claims to certain rights during the period and, therefore, the Group may need to raise additional funding to meet these potential liabilities.
There is material uncertainty as to its ability to raise such additional funding in conjunction with sufficient conversion and exercising of share warrants necessary to fund the underlying cashflow requirements of the Group. This may result in the Group having to raise funds at whatever terms are available at the time, which is not guaranteed.
These circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, the Group may be unable to realise their assets and discharge their liabilities in the normal course of business. As the Group has been successful in raising equity funds at various times and in similar circumstances in the recent past on acceptable terms to the Group, the Directors have a reasonable expectation that additional funding can be raised. Despite the aforementioned material uncertainty, the Directors have confidence in the Group’s forecasts and have a reasonable expectation that the Group will continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
The preparation of the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the 2025 Annual Report and Accounts.
Several new and amended standards became effective for the financial year beginning on 1 January 2026; however, the Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
1. Basis of preparation (continued)
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods and which have not been adopted early by the Group. These standards are not expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable future transactions, except as mentioned in Note 1 to the Financial Statements in the 2025 Annual Report and Accounts.
2. Segmental disclosure – continuing operations
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.
The Group considers that its operating segments consist of (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services. These segments are those that are reviewed regularly by the Chief Operating Decision Maker (Executive Chairman) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. However, the Group further analyses these by region for information purposes. Segment results include items directly attributable to the segment as well as those that can be allocated on a reasonable basis. Unallocated Aminex Group items comprise mainly head office expenses, cash balances and certain other items.
The Group’s revenue is derived from contracts with customers. The timing of revenue streams depends on the following for products and services:
Producing oil and gas assets
The Group satisfies its performance obligation by transferring a nominated volume of gas to its customer. The title to gas transfers to a customer when the customer takes physical possession of the gas at the contracted delivery point. The gas needs to meet certain agreed specifications. The Group generated no revenue for the period under this segment (30 June 2025: US$ nil).
Oilfield services
Revenue for services is recognised as services are rendered to the customer. All services rendered by the Group relate to jointly controlled operations to which the Group is a party and the terms of the services provided are subject to service contracts.
The IFRS 8 operating segments as follows (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services are the disaggregation of revenue from customers as required by IFRS 15.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
2. Segmental disclosure – continuing operations (continued)
Operating segment results – 30 June 2026 (unaudited)
US$’000 |
Tanzania |
|
Tanzania |
|
UK |
|
Unallocated |
|
| ||||||||||
|
Producing oil and gas properties |
|
Exploration activities |
|
Oilfield services |
|
Corporate Aminex Group |
|
Total | ||||||||||
|
30 June 2026 |
|
30 June 2026 |
|
30 June 2026 |
|
30 June 2026 |
|
30 June 2026 | ||||||||||
Revenue |
- |
|
- |
|
14 |
|
- |
|
14 | ||||||||||
Cost of sales |
(1) |
|
(1) |
|
(15) |
|
- |
|
(17) | ||||||||||
Gross loss |
(1) |
|
(1) |
|
(1) |
|
- |
|
(3) | ||||||||||
Depreciation |
- |
|
- |
|
- |
|
(1) |
|
(1) | ||||||||||
Administrative expenses |
(198) |
|
- |
|
(97) |
|
(703) |
|
(998) | ||||||||||
Impairment against PP&E assets |
- |
|
(165) |
|
- |
|
- |
|
(165) | ||||||||||
Impairment against exploration and evaluation assets |
- |
|
(226) |
|
- |
|
- |
|
(226) | ||||||||||
Loss from operating activities |
(199) |
|
(392) |
|
(98) |
|
(704) |
|
(1,393) | ||||||||||
Finance costs |
(68) |
|
(138) |
|
- |
|
- |
|
(206) | ||||||||||
Fair value on share warrants |
- |
|
- |
|
- |
|
(1,092) |
|
(1,092) | ||||||||||
Finance income |
- |
|
- |
|
- |
|
- |
|
- | ||||||||||
Foreign exchange losses |
- |
|
- |
|
- |
|
(20) |
|
(20) | ||||||||||
Loss before tax |
(267) |
|
(530) |
|
(98) |
|
(1,816) |
|
(2,711) | ||||||||||
Taxation |
- |
|
- |
|
- |
|
- |
|
- | ||||||||||
Loss for the period |
(267) |
|
(530) |
|
(98) |
|
(1,816) |
|
(2,711) | ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Segment assets |
1,025 |
|
39,283 |
|
- |
|
2,623 |
|
42,931 | ||||||||||
Segment liabilities |
(4,952) |
|
(9,727) |
|
- |
|
(2,828) |
|
(17,507) | ||||||||||
Capital expenditure additions |
165 |
|
328 |
|
- |
|
2 |
|
495 | ||||||||||
Other material non-cash items |
|
|
|
|
|
|
|
|
| ||||||||||
Unwinding of discount on decommissioning provision (Note 5) |
(68) |
|
(138) |
|
- |
|
- |
|
(206) | ||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating segment results – 30 June 2025 (unaudited)
US$’000 |
Tanzania |
|
Tanzania |
|
UK |
|
Unallocated |
|
|
|
Producing oil and gas properties |
|
Exploration activities |
|
Oilfield services |
|
Corporate Aminex Group |
|
Total |
|
30 June 2025 |
|
30 June 2025 |
|
30 June 2025 |
|
30 June 2025 |
|
30 June 2025 |
Revenue |
- |
|
- |
|
17 |
|
- |
|
17 |
Cost of sales |
- |
|
- |
|
(18) |
|
- |
|
(18) |
Gross loss |
- |
|
- |
|
(1) |
|
- |
|
(1) |
Depreciation |
- |
|
- |
|
- |
|
(1) |
|
(1) |
Administrative expenses |
(190) |
|
- |
|
(97) |
|
(624) |
|
(911) |
Impairment against PP&E assets |
- |
|
(163) |
|
- |
|
- |
|
(163) |
Impairment against exploration and evaluation assets |
- |
|
(132) |
|
- |
|
- |
|
(132) |
Loss from operating activities |
(190) |
|
(295) |
|
(98) |
|
(625) |
|
(1,208) |
Finance costs |
(62) |
|
(132) |
|
- |
|
(44) |
|
(238) |
Finance income |
- |
|
- |
|
- |
|
- |
|
- |
Foreign exchange losses |
- |
|
- |
|
- |
|
(55) |
|
(55) |
Loss before tax |
(252) |
|
(427) |
|
(98) |
|
(724) |
|
(1,501) |
Taxation |
- |
|
- |
|
- |
|
- |
|
- |
Loss for the period |
(252) |
|
(427) |
|
(98) |
|
(724) |
|
(1,501) |
|
|
|
|
|
|
|
|
|
|
Segment assets |
1,247 |
|
39,043 |
|
- |
|
1,064 |
|
41,354 |
Segment liabilities |
(3,957) |
|
(7,064) |
|
- |
|
(4,126) |
|
(15,147) |
Capital expenditure additions |
163 |
|
123 |
|
- |
|
- |
|
286 |
Other material non-cash items |
|
|
|
|
|
|
|
|
|
Unwinding of discount on decommissioning provision (Note 5) |
(62) |
|
(132) |
|
- |
|
- |
|
(194) |
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
3. Share based payments
Aminex PLC operates or operated the following share option schemes:
Date of Grant |
Vesting |
Expiry |
February 2019 |
Immediately upon grant |
10 years after grant date |
November 2019, January 2020 |
In tranches subject to the achievement of certain market and non-market performance conditions |
7 years after grant date |
Date of Grant |
Vesting |
Expiry |
January 2022 |
50% on date of grant, 25% 6 months after grant, 25% 12 months after grant |
5 years after grant date |
December 2022 |
25% on each of 6, 12, 18 and 24 months after grant |
5 years after grant date |
June, August 2023 |
When average closing share price is no lower than Stg. 2.00p for 5 consecutive trading days |
5 years after grant date |
December 2024 |
50% on 1 January 2025, 50% on 1 January 2026 |
5 years after grant date |
No more than 10% of the Ordinary Shares in the Company, from time to time, may be issued or remain issuable for the purposes of the New RSP, the ESOS or any other employee share plan.
There were no share options granted during the period.
The fair value at the grant date is measured using a recognised valuation methodology for the pricing of financial instruments i.e. the Black-Scholes method. The following expenses have been recognised in the income statement arising on share-based payments and included within administrative expenses:
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited year ended 31 December 2025 US$’000 | |
|
|
|
|
|
| |
Share-based payment charge |
- |
|
21 |
|
41 | |
On 30 June 2026, there were options granted under the ESOS and the New RSP outstanding over 177,161,000 (31 December 2025: 179,161,000) Ordinary Shares which are exercisable at prices ranging from Stg. 0.60 pence to Stg. 1.56 pence per share and which expire at various dates up to 2029. The weighted average remaining contractual life of the options outstanding is 1.03 years (31 December 2025: 1.51 years). The average share price for the six months ended 30 June 2026 was Stg. 2.24pence / €0.0248 (year ended 31 December 2025: Stg. 1.46 pence / €0.0170).
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
4. Finance income
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited year ended 31 December 2025 US$’000 |
|
|
|
|
|
|
Foreign exchange gain |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
5. Finance costs
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited year ended 31 December 2025 US$’000 |
|
|
|
|
|
|
Interest expense |
- |
|
44 |
|
101 |
Other finance costs - decommissioning provision interest charge Foreign exchange loss |
206 20 |
|
194 55 |
|
388 53 |
|
226 |
|
293 |
|
542 |
6. Tax
The Group has not provided any tax charge for the six-month periods ended 30 June 2026 and 30 June 2025. The Group’s operating divisions have accumulated losses which are expected to exceed profits earned by operating entities for the foreseeable future.
7. Loss per share from continuing activities
The loss per Ordinary Share is calculated using a numerator of the loss for the financial period and a denominator of the weighted average number of Ordinary Shares in issue for the financial period. The diluted profit per Ordinary Share is calculated using a numerator of the profit for the financial period and a denominator of the weighted average number of Ordinary Shares outstanding and adjusted for the effect of all potentially dilutive shares, including share options and share warrants, assuming that they have been converted.
The calculations for the basic and diluted earnings per share of the financial periods ended 30 June 2026, 30 June 2025 and the year ended 31 December 2025 are as follows:
|
Unaudited 6 months ended 30 June 2026 |
|
Unaudited 6 months ended 30 June 2025 |
|
Audited Year ended 31 December 2025 |
Numerator for basic and diluted earnings per share: |
|
|
|
|
|
Loss for the financial period (US$’000) |
(2,711) |
|
(1,501) |
|
(4,983) |
|
|
|
|
|
|
Weighted average number of shares: |
|
|
|
|
|
Weighted average number of ordinary shares (’000) |
4,471,087 |
|
4,215,473 |
|
4,269,034 |
|
|
|
|
|
|
Basic and diluted loss per share (US cents) |
(0.06) |
|
(0.04) |
|
(0.12) |
There is no difference between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the financial periods ended 30 June 2026, 30 June 2025 and the year ended 31 December 2025 as all potentially dilutive Ordinary Shares outstanding were anti-dilutive. There were 196,911,000 share options in issue at 30 June 2026 and 203,411,000 share options in issue at 30 June 2025 and 31 December 2025.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
8. Exploration and evaluation assets
Cost |
US$’000 |
At 1 January 2026 |
108,361 |
Additions |
328 |
At 30 June 2026 |
108,689 |
|
|
Provisions for impairment At 1 January 2026 |
69,299 |
Increase in impairment provision |
226 |
At 30 June 2026 |
69,525 |
Net book value At 30 June 2026 |
39,164 |
|
|
At 31 December 2025 |
39,062 |
|
|
The Group does not hold any property, plant and equipment within exploration and evaluation assets.
The additions to exploration and evaluation assets during the period relate mainly to own costs capitalised for geological, geophysical and administrative (“GG&A”) work and licence maintenance costs, along with training and licence fees under the respective PSAs, plus an increase in estimates for decommissioning costs.
The amount for exploration and evaluation assets represents active exploration projects. These will ultimately be written off to the Income Statement as exploration costs if commercial reserves are not established but are carried forward in the Balance Sheet whilst the determination process is not yet completed and there are no indications of impairment having regard to the indicators in IFRS 6.
In accordance with its accounting policies each CGU is evaluated annually for impairment, with an impairment test required when a change in facts and circumstances, in particular with regard to the remaining licence terms, likelihood of renewal, likelihood of further expenditures and ongoing acquired data for each area, result in an indication of impairment.
Ruvuma PSA
The Ruvuma PSA comprised two exploration licences; Mtwara and Lindi.
On 22 October 2020, the Ruvuma Farm-Out was completed and the Group’s wholly owned subsidiary, Ndovu Resources Limited, transferred a 50% interest in, and operatorship of, the Ruvuma PSA to ARA Petroleum Tanzania Limited (“APT”), a related party of the Group. The Group now holds a 25% interest in the Ruvuma PSA with a US$35.0 million carry through to potentially significant volumes of production.
In January 2024 the gas sales agreement was signed and the Ntorya Development Licence was granted in May 2024 over blocks within the Mtwara area. During the period under review, civil works on the Ntorya site continued on well pads and associated infrastructure. Further work to be undertaken includes a workover of the Ntorya-1 well (“NT-1”), testing of the Ntorya-2 well (“NT-2”) and drilling of the newly planned Ntorya-3 well, together with continuation of civil works and construction of processing facilities and flowlines. First gas from NT-2 is planned for December 2026, after the pipeline carrying the gas away from the field is completed and commissioned by the TPDC. A rig contract is expected to be awarded in October 2026.
The Farm-Out secured funding for the next phase of development for the Ruvuma PSA CGU, for which the Group will be carried for its share up to US$35.0 million, equivalent to US$140.0 million gross field expenditure. The Carry balance as at 30 June 2026 was US$28.1 million (30 June 2025: US$29.0 million). There is a clear development plan for the asset outlined by the operator, APT, with the support of the JV partners. Management consider that there continues to be no impairment indicators in respect of the Mtwara Licence costs.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
8. Exploration and evaluation assets (continued)
The Lindi Licence costs, totalling US$10.41 million, remain fully impaired.
Nyuni Area PSA
Aminex fully provided for the Nyuni Area PSA exploration asset in 2018 following confirmation from the Tanzanian authorities that the Nyuni Licence period ended in October 2019, coupled with the communication from the Tanzania Ministry of Energy to withhold all work on the licence, pending a review of the Nyuni Area PSA. The Company was unable to progress the work programme and, therefore, the Directors concluded that the carrying cost of the Nyuni asset should be fully impaired. In April 2022 the Group commenced the process to hand back the licence to the Ministry. Subsequently, it was agreed with the Tanzanian authorities that the Group will continue its attempts to attract industry partners to participate in the licence. The likely outcome of these attempts however remains uncertain and consequently the Directors maintained their position of a full impairment over the Nyuni Area PSA CGU. Expenditure during the year is capitalised and then immediately impaired to the income statement as impairment against exploration and evaluation assets.
Kiliwani South
The Kiliwani South CGU, located within the Kiliwani North Development Licence acreage, was previously identified as a potential lead. The Kiliwani South prospect was estimated by management to contain a mean 57 BCF un-risked GIIP and the prospect was reviewed by RPS in their February 2018 CPR.
During 2021, the Group proposed no work programme and allocated no budget towards the future development of the Kiliwani South CGU. This was due to no agreement reached with the Ministry of Energy on the work commitments over the Nyuni Area PSA and the delay to agreeing commercial terms on the Kiliwani North Development Licence. The Group previously considered any future drilling on the Licence would be dependent upon improved seismic resolution of the target structures that would result from the acquisition and interpretation of a 3D seismic survey, which would only be economic if conducted over both the KNDL and immediately adjacent areas within the Nyuni Area PSA. In line with the requirements of IFRS 6 this is an indicator of impairment. The Directors concluded in 2021 that the carrying value of the Kiliwani South asset should be fully impaired. Although a budget has been approved for 2026 this is for licence maintenance and support only, and the Directors conclude that full impairment should continue in 2026. There was however no expenditure during the period. Any reversal of the impairment would be dependent on an established development programme for the area, including a seismic and drilling programme where an assessment of the carrying value of the CGU would be reviewed.
9. Property, plant and equipment
|
|
Development property - Tanzania |
Other assets |
Total |
|
|
US$’000 |
US$’000 |
US$’000 |
Cost |
|
|
|
|
At 1 January 2026 |
|
10,499 |
80 |
10,579 |
Additions in the period |
|
165 |
2 |
167 |
Exchange rate adjustment |
|
- |
(1) |
(1) |
At 30 June 2026 |
|
10,664 |
81 |
10,745 |
|
|
|
|
|
Depreciation and depletion |
|
|
|
|
At 1 January 2026 |
|
10,499 |
77 |
10,576 |
Charge for the period |
|
- |
1 |
1 |
Increase in impairment provision |
|
165 |
- |
165 |
Exchange rate adjustment |
|
- |
(1) |
(1) |
At 30 June 2026 |
|
10,664 |
77 |
10,741 |
|
|
|
|
|
Net book value |
|
|
|
|
At 30 June 2026 |
|
- |
4 |
4 |
|
|
|
|
|
At 31 December 2025 |
|
- |
3 |
3 |
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
9. Property, plant and equipment (continued)
Development property - Tanzania
The Kiliwani North Development Licence (“KNDL”) was awarded by the Tanzanian Government in April 2011. Production from the Kiliwani North-1 well (“KN-1”) commenced on 4 April 2016 and depletion was calculated with reference to the remaining reserves of 1.94 BCF, which were ascribed to the field as at 1 January 2018 in an independent reserves and resources report prepared by RPS in February 2018. The report also identified a contingent resource of 30.8 BCF in addition to the reserves. The well produced approximately 6.4 BCF of gas until production became intermittent in early 2018. There has been no commercial production from the well since March 2018.
During 2021, although the Group and TPDC reached agreement on the settlement of past outstanding gas sales and related amounts due to the TPDC, certain rights were reserved by both parties over areas that remain unresolved related to commercial terms over production from the area (see Note 14). Any development of the KNDL requires prior agreement on commercial terms. During 2021, the KN-1 well remained idle, no progress was made with the TPDC on remediation of the well as discussions continued to focus on commercial terms over the Licence, and the Group proposed no work programme and allocated no budget over the KNDL for 2022. The Directors concluded in 2021 that these all indicated the asset was impaired.
In accordance with IAS 36, the Group conducted an impairment test as at 31 December 2021 on a value-in-use basis. The cash-generating unit for the purpose of impairment testing is the KN-1 well. The Company uses a financial model of the forecast discounted cash flow to calculate the assets value-in-use. However, as key judgements for the 2021 impairment test concluded no production, the value in use calculation was US$ nil.
Consequently, the Directors concluded that the Kiliwani North CGU was fully impaired as at 31 December 2021. These conditions and assessments have continued and therefore expenditures incurred during the financial period were capitalised and immediately impaired.
10. Trade and other receivables
Trade and other receivables amounted to US$1.54 million at the period end (31 December 2025: US$1.45 million). The increase is primarily due to an increase in amounts due from joint operations partners of US$0.05 million and an increase in prepayments of US$0.05 million.
11. Cash and cash equivalents
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited year ended 31 December 2025 US$’000 |
|
|
|
|
|
|
Cash at bank and in hand |
2,225 |
|
952 |
|
3,414 |
|
|
|
|
|
|
Included in cash and cash equivalents is an amount of US$0.61 million (31 December 2025: US$0.62 million) held on behalf of partners in jointly controlled operations.
12. Trade and other payables
Trade and other payables amounted to US$7.88 million at the period end (31 December 2025: US$7.72 million). The increase is mainly due to US$0.26 million of higher trade payables and accruals (including training and licence fee invoices from the Tanzania Petroleum Development Corporation), offset by a decrease of US$0.12 million in WHT and VAT payable due to payments made. Within trade and other payables are amounts due to partners in joint operations and VAT payable which include amounts arising on gas sales.
The Directors consider that the carrying amounts of trade payables approximate their fair value.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
13. Derivative Financial Liability
In October 2025, the Company granted 249,334,020 share warrants to participants in the October 2025 share placement, at a price of Stg. 2.50p. In accordance with IFRS 9, the fair value of the warrants was remeasured at 31 December 2025 and 30 June 2026, calculated using the Black Scholes model. The amount of the liability and the Black Scholes model inputs and calculated fair values are shown below.
|
Unaudited 6 months ended 30 June 2026 US$’000 |
|
Unaudited 6 months ended 30 June 2025 US$’000 |
|
Audited year ended 31 December 2025 US$’000 |
|
|
|
|
|
|
Liability amount |
US$2.65 million |
|
nil |
|
US$1.56 million |
Fair value per warrant |
1.062 US cents |
|
nil |
|
0.624 US cents |
Number of warrants |
249,334,020 |
|
nil |
|
249,334,020 |
Contractual life |
1.25 years |
|
n/a |
|
1.75 years |
Exercise price |
Stg. 2.50p |
|
n/a |
|
Stg. 2.50p |
Expected volatility |
63% |
|
n/a |
|
71% |
Vesting conditions |
immediate |
|
n/a |
|
immediate |
Expected dividend yield |
nil |
|
n/a |
|
nil |
Risk-free rate |
3.9% |
|
n/a |
|
4.2% |
The accounting treatment of the initial recognition of the liability and subsequent remeasurement at 31 December 2025 resulted in a charge in the Income Statement of S$1.56 million. The movement in the liability at 30 June 2026 resulted in a charge for the period of US$1.09 million. The movement in the fair value is largely due to a 50% increase in the share price from December 2025 to June 2026 and an 11% decrease in share price volatility assumption.
14. Commitments, guarantees and contingent liabilities
Commitments
In accordance with the relevant PSAs, Aminex has a commitment to contribute its share of the following outstanding work programmes:
(a) Following the grant of the first extension to the Nyuni Area PSA, Tanzania, the terms of the licence require the acquisition of 700 kilometres of 3D seismic over the deep-water sector of the licence, and the drilling of four wells, on the continental shelf or in the deep-water, by October 2019. The Group commenced discussions in 2022 with the Tanzanian authorities to hand back the Nyuni Area licence which resulted in Aminex being requested to market the licence in 2023 in an attempt to find a third-party partner willing to pursue and fund a mutually agreed renegotiated work programme. It is acknowledged that only part of the seismic acquisition commitment and none of the drilling commitment under the licence has been undertaken.
(b) The Ruvuma PSA, Tanzania, originally comprised two licences, one being the Mtwara Exploration Licence (“Exploration Licence”). In May 2024, the Ministry of Energy in Tanzania granted a 25-year development licence (“Development Licence”) over the Ntorya gas discovery area to the Ruvuma joint venture. The Development Licence divides the Exploration Licence area into nine blocks: five blocks containing the Ntorya discovery and four blocks labelled as “adjoining blocks”. Pursuant to the Development Licence, the Ruvuma joint venture parties are required to (a) drill the Chikumbi-1 well (carried over as an outstanding obligation from the Exploration Licence) and (b) undertake the following work programme over the four adjoining blocks to the discovery area: geological, geophysical and geochemical studies; drill one exploration well within five years of the start of production under the Development Licence; spend a minimum of US$10 million. Further discoveries in the adjoining blocks will fall under the Development Licence. If such work programme is not carried out over the adjoining blocks within five years of commencement of production from Ntorya, such blocks shall be relinquished by the Ruvuma joint venture parties.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
14. Commitments, guarantees and contingent liabilities (continued)
Guarantees and contingent liabilities
Tanzanian Tax Assessments
On 28 February 2020, following the conclusion of the TRA audit of Ndovu Resources Limited (“NRL”), the Group’s Tanzanian wholly owned subsidiary, for taxation years 2013 to 2015, the TRA issued tax assessments in respect of these taxation years. The following material matters were raised in the assessments:
|
|
Principal |
|
Interest |
|
Total |
|
|
US$’000 |
|
US$’000 |
|
US$’000 |
Area |
|
|
|
|
|
|
Withholding tax |
WHT on payments made to non-residents for services performed outside of Tanzania |
242 |
|
182 |
|
424 |
VAT |
Output VAT on imported services |
191 |
|
156 |
|
347 |
Withholding tax |
WHT on deemed interest |
797 |
|
664 |
|
1,461 |
|
|
1,230 |
|
1,002 |
|
2,232 |
On 3 June 2022, following the conclusion of the TRA audit of NRL for taxation years 2016 to 2018, the TRA issued tax assessments in respect of these taxation years. The following material matters were raised in the assessments:
|
|
Principal |
|
Interest |
|
Total |
|
|
US$’000 |
|
US$’000 |
|
US$’000 |
Area |
|
|
|
|
|
|
VAT |
VAT on Ruvuma Farm-Out |
1,221 |
|
233 |
|
1,454 |
Pay As You Earn (PAYE) |
PAYE on Director’s fees |
92 |
|
45 |
|
137 |
|
|
1,313 |
|
278 |
|
1,591 |
On 28 June 2022, following the conclusion of the TRA corporate income tax audit of NRL for taxation years 2016 to 2018, the TRA issued tax assessments in respect of these taxation years. The following matters were raised in the assessments:
|
|
Principal |
|
Interest |
|
Total |
|
|
US$’000 |
|
US$’000 |
|
US$’000 |
Area |
|
|
|
|
|
|
Corporate tax |
Under declaration of revenue for 2016 |
365 |
|
145 |
|
510 |
Corporate tax |
Under declaration of revenue for 2017 |
1,438 |
|
394 |
|
1,832 |
Corporate tax |
Under declaration of revenue for 2018 |
772 |
|
143 |
|
915 |
|
|
2,575 |
|
682 |
|
3,257 |
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
14. Commitments, guarantees and contingent liabilities (continued)
NRL considers all the above claims to be without technical merit in tax law and with the assistance of in-country tax advisors, has submitted objections to the TRA assessments. At this stage it is unclear whether NRL will be successful in its objections and therefore the amount or timing of potential cash outflow remains uncertain. Provision has been made for amounts NRL has ceded or where management determine the likelihood of success through the objection or appeals process is unlikely. There were no developments on the above claims after 2020 and 2022 respectively until January 2025 when the TRA issued a demand notice for three of the five 2020 assessments (including VAT) and all five of the 2022 non-corporate income tax assessments (including VAT and PAYE). NRL replied to the demand notice in January 2025, reiterating its objections and detailing correspondence on these matters which still awaited responses from the TRA. A response from the TRA has not yet been received.
On 20 June 2023, following the conclusion of the TRA corporate income and other taxes audits of NRL for taxation years 2019 and 2020, the TRA issued tax assessments in respect of these taxation years. The corporate income tax assessments covered disallowance of costs, totalling US$760,000 for the two years, with no amounts due. The following material matters were raised in the assessments of other taxes (interest was subsequently waived in June 2024):
|
|
Principal |
|
Interest |
|
Total |
|
|
US$’000 |
|
US$’000 |
|
US$’000 |
Area |
|
|
|
|
|
|
Withholding tax |
WHT accrued not paid |
1,062 |
|
181 |
|
1,243 |
Withholding tax |
WHT on foreign services |
357 |
|
57 |
|
414 |
VAT |
VAT accrued not paid |
358 |
|
- |
|
358 |
VAT |
VAT accrued not paid (Gas Sales Agreement) |
920 |
|
- |
|
920 |
Excise Duty |
ED accrued not paid (Gas Sales Agreement) |
297 |
|
- |
|
297 |
|
|
2,994 |
|
238 |
|
3,232 |
The majority of these amounts were already accrued in the accounts of NRL. Objections were filed in July 2023 to some of the amounts but delays in receiving replies from the TRA led to the TRA rejecting these and eventually imposing an Instalment Plan (“IP”) for monthly payments from October 2023 to October 2024 for 100% of the assessment amounts. The IP was revised several times, with payments of US$1.79 million made up to the end of 2025 and US$0.11 million paid in the first half of 2026. In addition, NRL is currently formulating its response to the rejection of its filed objections. At this stage it is unclear whether NRL will be successful in its objections and therefore the amount or timing of potential cash outflow remains uncertain. Provisions made for interest on non-objected amounts were reversed in 2024 when the TRA waived the amounts.
The claims detailed above total US$10.31 million, of which, as at 30 June 2026, US$2.13 million has been paid or waived and US$2.10 million has been accrued or provided for. Amounts accrued or provided for are included in Trade and other payables within WHT payable, VAT payable and Other payables.
The information usually required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the grounds that it can be expected to prejudice seriously the outcome of the tax assessments.
In the first half of 2026, following the conclusion of the TRA audit of NRL for taxation years 2021 to 2024, the TRA issued tax assessments in respect of these taxation years. These assessments totalled US$0.27 million, which included US$0.06 million of interest. The assessments included US$0.20 million for WHT already accrued but not paid.
15. Related party transactions
There have been no material changes in the related party transactions affecting the financial position or the performance of the Group in the period since publication of the 2025 Annual Report.
16. Post balance sheet events
On 18 September 2026, the Company announced that Sultan Al-Ghaithi and Robert Ambrose will step down from the Board as non-executive directors with effect from 30 September 2026. Dr Salman Al Shidi and Dr Omar Al-Jaaidi will join the Board as non-executive directors, with effect from 1 October 2026.
Aminex PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the six months ended 30 June 2026
17. Statutory information
The financial information to 30 June 2026 and 30 June 2025 is unaudited and does not constitute statutory financial information. The information given for the year ended 31 December 2025 does not constitute the statutory accounts within the meaning of Part 6, Chapter 4 of the Companies Act 2014. The statutory accounts for the year ended 31 December 2025 have been filed with the Companies Registration Office in Ireland. This announcement will be made available at the Company’s registered office at Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18 and at the office of Aminex’s UK subsidiary company, Aminex Petroleum Services Ltd., at 20-22 Wenlock Road, London, N1 7GU.