Interim Results

Kefi Gold and Copper PLC

29 September 2026

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR

KEFI Gold and Copper plc

("KEFI", or the "Company", or the "Group")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2026

KEFI Gold and Copper plc (AIM: KEFI), the gold exploration and development company with projects in the Democratic Republic of Ethiopia and investment in the Kingdom of Saudi Arabia, announces its unaudited interim results for the six months ended 30 June 2026.

Highlights

Tulu Kapi Gold Project

Post-period

• On 4 September 2026, a serious security incident at the Tulu Kapi Gold Project ("Tulu Kapi" or the "Project") resulted in multiple fatalities, including a Company employee. The Company's thoughts remain with his family and with all those affected. All other affected employees have been accounted for, and there have been no further fatalities or injuries.

• Development activities were immediately suspended with a view to resumption in a carefully sequenced manner.

• Consultations with representatives of the local community and the Ethiopian and Oromia Governments, and their respective agencies have reaffirmed support for the Project and for the Company's careful approach to resuming development. Principal contractors, lenders and local investors also remain supportive.

During the period

• Full development of the Project was launched following signing of the US$240 million senior debt facility documentation and completion of the equity risk capital package

• Tulu Kapi is held through KEFI's Ethiopian subsidiary, Tulu Kapi Gold Mines Share Company ("TKGM"), in which KEFI expects to retain a beneficial interest of approximately 86%, with the Government of Ethiopia holding the balance (including a 5% free-carried interest under Ethiopian mining legislation).

• A ceremony marking the start of construction was held on 18 February 2026. It was attended by representatives of the community, the Prime Minister of Ethiopia and the President of Oromia plus representatives of Government agencies, contractors, lenders and local and international investors.

• A mining services agreement with BCM Group Limited (“BCM”) was signed, valued at more than US$400 million over the initial nine-year Tulu Kapi mine life, and announced on 18 June 2026.

 Financing

• The Project's development finance package, confirmed as fully assembled in the period, comprises:
  • US$240 million in secured project debt from the Africa Finance Corporation ("AFC") and the Eastern and Southern African Trade and Development Bank ("TDB")
  • US$60 million of mining fleet financing provided via BCM
  • over US$100 million of equity-risk capital, structured through a combination of:
    • Ethiopian Preference Shares ("KEFI EthioPrefs"),
    • Royalties (including a US$20 million royalty transaction with Chancery Royalty announced in February 2026, of which US$10 million has been drawn);
    • Government of Ethiopia equity participation at the TKGM level; and
    • an equity fundraising of approximately £35.6 million undertaken by the Company in March 2026 and approved by shareholders on 14 April 2026, to complete the Tulu Kapi funding package and to strengthen the Company’s capital base given the recently heightened regional geopolitical risk in the Middle East.

 Project economics

 As outlined in the Company’s 2025 annual report, at gold prices of US$3,000–5,000/oz, Tulu Kapi is expected to generate average EBITDA of c.US$355–697 million per annum over the first three years of production (c.US$305–599 million net to KEFI), All-in Sustaining Costs of US$1,114–1,254/oz, and a Net Present Value (5% discount, KEFI's c.86% interest) ranging from US$1.1 billion at the start of construction (with gold at US$3,000/oz) to US$2.4 billion at the start of production (with gold at US$5,000/oz).

 Saudi Arabia — GMCO

• KEFI holds its Saudi Arabian interests through Gold & Minerals Co. Limited ("GMCO"), a joint venture company with ARTAR (Abdul Rahman Saad Al-Rashid & Sons Company Limited). During 2025, KEFI's shareholding diluted to approximately 13% (from 15.34%) as the Company prioritised capital allocation to Tulu Kapi.

•  GMCO now operates with its own management team and an enlarged board, with KEFI’s support being via its representation on the Board and the Board’s Operating Oversight Committee.

• Key H1 2026 developments:
  • GMCO was awarded the Umm Hijlan Exploration Licence, extending the mineralised strike of the Hawiah copper-gold system, and (with joint-venture partner Hancock Prospecting) the Al Hajar North licence.
  • The Saudi Arabia Update announced by the Company on 30 April 2026 confirmed continued advancement of Definitive Feasibility Studies at Jibal Qutman (gold) and Hawiah (copper-gold-zinc-silver), with GMCO's own leadership team being expanded and regional exploration activity increased.
  • GMCO was selected as one of six participants (from 49 applicants) in the Saudi Government's Exploration Enablement Program, which provides approximately US$180 million in funding to accelerate exploration and de-risk early-stage investment.

Board, Governance and Listing Strategy

During the period

• Stifel Nicolaus Europe Limited was appointed financial adviser and joint broker on 26 May 2026. The appointment supports KEFI's objective of moving its listing venue from AIM to the LSE Main Market.

• The following Board changes took effect from the close of the AGM:
  • Richard Robinson retired as a Non-Executive Director;
  • Dr Alistair Clark was appointed Senior Independent Director and Deputy Chairman; and
  • Maleda Bisrat was appointed an independent Non-Executive Director.

Post-period

• Danny Callow was appointed an independent Non-Executive Director on 1 September 2026, filling the vacancy left by Richard Robinson. He is an experienced African mine builder, formerly with Glencore, Mopani, Mutanda and Toubani Resources.

• At the date of this report, the Board comprises the Executive Chairman, the Finance Director and four independent Non-Executive Directors. Each Non-Executive Director chairs a committee:
  • Dr Alistair Clark: ESG and Sustainability
  • Addis Alemayehou: Nomination and Remuneration
  • Maleda Bisrat: Audit and Risk
  • Danny Callow: Operations and Physical Risks

• The KEFI Directors, Executive and Non-Executive are to join the boards of the principal subsidiaries,  KME Minerals Ethiopia Holding Share Company (“KMEH”)  and TKGM for fullest transparency and oversight.

• Around the start of production, planned for 2028, the Board expects to appoint a Chief Executive Officer. At that point:
  • the Executive Chairman plans to become Non-Executive Chairman; and
  • the Finance Director will retire and a successor appointed.

Financial Review

As at 30 June 2026 (and as at today’s date), the Company had not drawn any working capital facilities other than small loan facilities in Ethiopia. Net assets increased to £87 million as at 30 June 2026 (31 Dec 2025: £57 million) following completion of the March 2026 placement.

The Company’s comprehensive loss for the period increased to £4.6 million (H1 2025: loss of £3.1 million).  This primarily reflected an increase in the Group’s administration expenses from £2.4 million in H1 2025 to £4.3 million and a Net Finance income of £0.1 million (H1 2025 Net finance cost £0.7 million).

Enquiries

KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman)	[phone]
John Leach (Finance Director)
SP Angel Corporate Finance LLP (Nominated Adviser)	[phone]
Caroline Rowe / Adam Cowl
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Broker) Ashton Clanfield / Varun Talwar	[phone]
Tavira Financial Limited (Joint Broker)	[phone]
Oliver Stansfield / Jonathan Evans
IFC Advisory Ltd (Financial PR and IR)	[phone]
Tim Metcalfe / Florence Staton

Further information can be viewed at https://www.kefi-goldandcopper.com

Condensed interim consolidated statements of comprehensive income

(unaudited) (All amounts in GBP thousands unless otherwise stated)

		Notes		Six months ended 30 June 2026		Six months ended 30 June 2025
				Unaudited		Unaudited
Revenue				-		-
Administrative expenses				(4,294)		(2,448)
Finance transaction costs				(473)		-
Share-based payments		9		(354)		-
Operating Loss				(5,121)		(2,448)
Foreign exchange gain				435		45
Net Finance income / (costs)				122		(736)
Profit / (Loss) before tax				(4,564)		(3,139)
Tax				-		-
Profit / (Loss) for the period				(4,564)		(3,139)
Other comprehensive expense:
Exchange differences on translating foreign operations				-		-
Total comprehensive expense for the period				(4,564)		(3,139)
Basic and diluted Profit / (loss) per share (pence)		4		(0.04)		(0.04)

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

Condensed interim consolidated statements of financial position   

(unaudited) (All amounts in GBP thousands unless otherwise stated)

	Notes	Unaudited 30 June 2026			Audited 31 Dec 2025
ASSETS
Non‑current assets
Property, plant and equipment		155			126
Intangible assets	5	58,547			44,240
Financial asset at FVTPL	6	7,215			5,955
Trade and other receivables	7.2	9,598			2,657
		75,515			52,978
Current assets
Trade and other receivables	7.1	9,330			2,608
Cash and cash equivalents		18,250			8,772
		27,580			11,380
Total assets		103,095			64,358
EQUITY AND LIABILITIES
Equity attributable to owners of the Company
Share capital	8	13,772			10,741
Deferred Shares	8	23,328			23,328
Share premium	8	113,590			82,165
Share options reserve	9	1,262			934
Accumulated losses		(67,528)			(62,382)
Attributable to Owners of parent		84,424			54,786
Non-Controlling Interest		2,999			2,417
Total equity		87,423			57,203
Non - Current liabilities
Trade and other payables	10.2	1,180			-
Deferred Royalty consideration	11	7,064			-
Total Non – Current liabilities		8,244			-
Current liabilities
Trade and other payables	10.1	7,336			6,980
Loans and borrowings	13	92			175
Total Current liabilities		7,428			7,155
Total liabilities		15,672			7,155
Total equity and liabilities		103,095			64,358

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

On the 28 September 2026, the Board of Directors of KEFI Gold and Copper PLC authorised these unaudited condensed interim financial statements for issue.

John Edward Leach

Finance Director

Condensed interim consolidated statement of changes in equity

(unaudited) (All amounts in GBP thousands unless otherwise stated)

		Share                                         capital		Deferred shares		Share premium	Share options reserve	Accum. losses	Owners Equity	NCI	Total
At 1 January 2025 Audited		7,047		23,328		58,456	1,948	(53,607)	37,172	1,905	39,077
Profit / (Loss) for the period								(3,139)	(3,139)		(3,139)
Other comprehensive expense
Total Comprehensive expense		7,047		23,328		58,456	1,948	(56,746)	34,033	1,905	35,938
Cancellation & Expiry of options/warrants		-		-		-	(1,431)	1,431	-	-	-
Issue of share capital and warrants		2,316		-		10,416	-	-	12,732	-	12,732
Recognition of share-based payments		-		-		(278)	278	-	-	-	-
Share issue costs		-		-		(591)	-	-	(591)	-	(591)
Non-controlling interest		-		-		-	-	(138)	(138)	138	-
At 30 June 2025 Unaudited		9,363		23,328		68,003	795	(55,453)	46,036	2,043	48,079
Profit / (Loss) for the period								(6,555)	(6,555)		(6,555)
Other comprehensive expense
Total Comprehensive expense		9,363		23,328		68,003	795	(62,008)	39,481	2,043	41,524
Recognition of share-based payments		-		-		(507)	507	-	-	-	-
Expired warrants		-		-		-	-	-	-	-	-
Issue of share capital and warrants		1,378		-		15,745	(368)	-	16,755	-	16,755
Share issue costs		-		-		(1,076)	-	-	(1,076)	-	(1,076)
Non-controlling interest		-		-		-	-	(374)	(374)	374	-
At 31 December 2025 Audited		10,741		23,328		82,165	934	(62,382)	54,786	2,417	57,203
Loss for the period								(4,564)	(4,564)	-	(4,564)
Other comprehensive expense
Total Comprehensive expense		10,741		23,328		82,165	934	(66,946)	50,222	2,417	52,639
Recognition of share-based payments		-		-		-	-	-	-	-	-
Expired warrants		-		-		-	-	-	-	-	-
Issue of share capital and warrants and options		3,031		-		33,268	354	-	36,653	-	36,653
Share issue costs		-		-		(1,869)	-	-	(1,869)	-	(1,869)
Warrants exercised fair value		-		-		26	(26)	-	-	-	-
Non-controlling interest		-		-		-	-	(582)	(582)	582	-
	At 30 June 2026 Unaudited	13,772		23,328		113,590	1,262	(67,528)	84,424	2,999	87,423

The following describes the nature and purpose of each reserve within owner’s equity:

Reserve	Description and purpose
Share capital	Amount subscribed for ordinary share capital at nominal value
Deferred shares	In a previous restructuring of share capital, ordinary shares in the capital of the Company were sub-divided into ordinary shares and deferred shares, in order to reduce the nominal value of the ordinary shares
Share premium	Amount subscribed for share capital in excess of nominal value, net of issue costs.
Share options reserve	Reserve for share options and warrants granted but not exercised or lapsed
Accumulated losses	Cumulative net gains and losses recognised in the statement of comprehensive income, excluding foreign exchange gains within other comprehensive income
NCI (Non-controlling interest):	The portion of equity ownership in a subsidiary not attributable to the parent company.

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

Condensed interim consolidated statements of cash flows

(unaudited) (All amounts in GBP thousands unless otherwise stated)

	Notes	Six months ended 30 June 2026		Six months ended 30 June 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (Loss) before tax		(4,564)		(3,139)
Adjustments for:
Depreciation of property, plant and equipment		7		5
Issue and expiry of warrants and options	9	354		-
Share based payments		-		-
Fair value (gain)/ loss on investments		-		-
Exchange difference		1		(21)
Finance costs		-		736
		(4,202)		(2,419)
Changes in working capital:
(Increase)/ decrease in Trade and other receivables		(2,326)		(2,651)
(Decrease)/ increase in Trade and other payables		(3,621)		(1,051)
Cash used in operations		(10,149)		(6,121)
Interest paid		-		(831)
Net cash used in operating activities		(10,149)		(6,952)
CASH FLOWS FROM INVESTING ACTIVITIES
Project exploration and evaluation costs	5	(14,537)		(1,622)
Purchase of property plant and equipment		(36)		(9)
Purchase of financial assets		-		-
Net cash used in investing activities		(14,573)		(1,631)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of share capital	8	34,719		9,624
Proceeds from granting a Royalty interest	11	7,064		-
Issue costs	8	(1,869)		(168)
Loan facility upfront fees		(5,761)		-
Proceeds from exercise of warrants		128		-
Proceeds from bridge loans		-		1,200
Repayment of bridge loans	13	(81)		(1,208)
Net cash from financing activities		34,200		9,448
Net increase / (decrease) in cash and cash equivalents		9,478		865
Cash and cash equivalents:
At beginning of the period		8,772		185
At end of the period		18,250		1,050

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

Notes to the condensed interim consolidated financial statements

For the six months to 30 June 2026 (unaudited) and 2025

(Unless otherwise stated, all amounts are presented in GBP thousands. Certain notes may show amounts

in full for clarity)

1. Incorporation and principal activities

Country of incorporation

KEFI Gold and Copper PLC (the “Company”) was incorporated in United Kingdom as a public limited company on 24 October 2006. Its registered office is at 27/28, Eastcastle Street, London W1W 8DH. The principal place of business is Cyprus.

Principal activities

The principal activities of the Group are:

• Exploration for mineral deposits of precious and base metals and other minerals that appear capable of commercial exploitation, including topographical, geological, geochemical, and geophysical studies and exploratory drilling.
• Evaluation of mineral deposits determining the technical feasibility and commercial viability of development, including the determination of the volume and grade of the deposit, examination of extraction methods, infrastructure requirements and market and finance studies.
• Development of mineral deposits and marketing of the metals produced.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these condensed interim consolidated financial statements are set out below. These policies have been applied consistently throughout the period presented in these condensed interim consolidated financial statements unless otherwise stated.

Basis of preparation and consolidation

These condensed interim financial statements are unaudited.

The unaudited interim condensed consolidated financial statements for the period ended 30 June 2026 have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting. IFRS comprise the standards issued by the International Accounting Standard Board ("IASB"), and IFRS Interpretations Committee ("IFRICs") as issued by the IASB as adopted for use in the UK.

These unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2025.

Going concern

The Company is a holding entity and its ability to continue as a going concern is dependent on the Group. The going concern assessment has therefore been performed on a consolidated Group basis.

The Directors have evaluated the Group's financial position and cash flow forecasts for the period to 31 December 2027, being at least 12 months from the date of approval of these interim financial statements. The assessment incorporates cash on hand, committed funding and standby facilities, current liabilities and projected operational and capital expenditure. The forecasts have been sensitised for delay to the resumption of development activities and to first drawdown, deferral of the development programme and cost escalation.

Development of the Tulu Kapi Gold Project is supported by a USD 240 million debt package executed on 31 March 2026 with Eastern and Southern African Trade and Development Bank (TDB) and Africa Finance Corporation (AFC). Drawdown remains subject to conditions precedent, including lender satisfaction regarding local and regional security and political stability. The lenders' commitments would normally be cancelled if financial close has not occurred by 31 March 2027, unless a later date is agreed in writing with the lenders and these arrangements will be reviewed along with the project development schedule.

On 4 September 2026, a serious security incident occurred at Tulu Kapi, leading the Group to suspend project development activities with immediate effect. As set out in note 15, activities will not resume until appropriate measures have been established to provide a safe and secure operating environment. Management has deferred drawdown and deployment of project financing and is managing expenditure closely during the suspension. The Group retains sufficient capital reserves and committed standby facilities to meet its obligations during this period. It is too early to assess what impact, if any, the suspension may have on the project timetable, on project costs, or on the timing of satisfaction of the conditions precedent. We do however note the quick closure of the incident on 11 September 2026 and the quick expressions of support from all key stakeholders.

Under the facilities agreement, a suspension of project activities continuing beyond specified periods, or an event reasonably likely to have a material adverse effect, may constitute an event of default. Those periods began to run from the date of suspension and, were the suspension to continue, certain of them would expire within the going concern assessment period. The Group has formally notified the lenders of the incident and is engaged in discussions with them regarding the suspension and the arrangements for a safe resumption of activities.

2. Summary of significant accounting policies (continued)

Going concern (continued)

These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern, such that they may be unable to realise their assets and discharge their liabilities in the normal course of business.

Notwithstanding this uncertainty, and based on the continued support of the Ethiopian Federal and Oromia Regional Governments, constructive dialogue with the lenders, the Group's diversified funding structure including royalty financing and a retained standby facility, its flexibility over discretionary expenditure, and its record of raising funds both locally and internationally when required, the Directors maintain a reasonable expectation that activities will resume safely, that the conditions precedent will be satisfied and that the requisite funding will be secured. Accordingly, these interim financial statements have been prepared on a going concern basis. They do not include any adjustments that would be necessary should the Group and the Company be unable to continue as a going concern.

Exploration and Evaluation Expenditure

The Group expenses exploration and evaluation costs as incurred until project financing is secured and the project is considered commercially viable as per IFRS 6. At that point, eligible exploration and evaluation expenditures, including feasibility studies and related costs, are capitalised. These assets are reviewed regularly for impairment and, once development begins, are reclassified to development assets following an impairment assessment.

Royalty Financing Arrangements

The Group has entered into a royalty investment agreement under which it received cash consideration in exchange for granting a royalty interest over future gold production from the Tulu Kapi Gold Mine, together with a contractual obligation to make royalty payments to the counterparty, including a minimum return in certain circumstances such as early termination.

The consideration received represents deferred royalty consideration relating to future production. The consideration has been recognised as a non-current liability and will be amortised over the expected life of the mine from the commencement of production based on units of production.

Royalty payments are only made once production reaches the contractual thresholds set out in the agreement; no cash payments were due or made during the current period.

3.        Operating segments

The Group has two principal operating activities, being mineral exploration and corporate activities. Mineral exploration activities are undertaken in Ethiopia and through the Group’s exploration investment interests in the Kingdom of Saudi Arabia, while corporate costs, including administration and management, are incurred principally in Cyprus. The Board of Directors is the Group’s Chief Operating Decision Maker (“CODM”) for the purposes of IFRS 8. The CODM reviews performance and allocates resources on the basis of Ethiopia, Saudi Arabia and Corporate activities. Accordingly, segment information is presented on this basis.

				Corporate		Ethiopia		Saudi Arabia		Consolidated
				£’000		£’000		£’000		£’000
Unaudited six months ended 30 June 2025
Corporate costs				(2,421)		(27)		-		(2,448)
Foreign exchange gain/(loss)				12		33		-		45
Net Finance costs				(736)		-		-		(736)
(Operating (loss)/gain before fair value movements				(3,145)		6		-		(3,139)
Profit / (Loss) before tax				(3,145)		6		-		(3,139)
Tax				-		-		-		-
Profit / (Loss) for the period				(3,145)		6		-		(3,139)
Total Non-Current Assets				3		40,631		6,432		47,066
Total assets				3,340		41,394		6,432		51,166
Total liabilities				(2,554)		(531)		-		(3,085)
			Corporate		Ethiopia		Saudi Arabia		Consolidated
			£’000		£’000		£’000		£’000
Unaudited six months ended 30 June 2026
Corporate costs			(4,607)		(41)		-		(4,648)
Foreign exchange gain/(loss)			161		274		-		435
Net Finance cost			(351)		-		-		(351)
Operating (loss)/gain before fair value movements			(4,797)		233		-		(4,564)
Loss before tax			(4,797)		233		-		(4,564)
Tax			-		-		-		-
Loss for the period			(4,797)		233		-		(4,564)
Total Non-Current Assets			7,146		61,154		7,215		75,515
Total assets			22,736		73,144		7,215		103,095
Total liabilities			(2,515)		(13,157)		-		(15,672)

4.        Profit / (Loss) per share

The calculation of the basic and fully diluted loss per share attributable to the ordinary equity holders of the parent is based on the following data:

	Six months ended 30 June 2026 £’000		Six months ended 30 June 2025 £’000
Net Profit /(loss) attributable to equity shareholders	(4,564)		(3,139)
Net Profit /(loss) for basic and diluted loss attributable to equity shareholders	(4,564)		(3,139)
Weighted average number of ordinary shares for basic loss per share (000’s)	12,105,396		8,204,438
Weighted average number of ordinary shares for diluted loss per share (000’s)	12,868,441		8,435,876
Profit /(Loss) per share:
Basic (loss)/profit per share (pence)	(0.04)		(0.04)

The effect of share options and warrants on the loss per share is anti-dilutive.

5.        Intangible assets

Total exploration and project evaluation cost

£’000

The Group

Cost

At 1 January 2026 (Audited)

44,506

Additions

14,307

At 30 June 2026 (Unaudited)

58,813

Accumulated Amortisation and Impairment

At 1 January 2026 (Audited)

266

At 30 June 2026 (Unaudited)

266

Net Book Value at 30 June 2026 (Unaudited)

58,547

Net Book Value at 31 December 2025 (Audited)

44,240

6.        Financial asset at FVTPL

Investment in GMCO

Gold & Minerals Co. Limited ("GMCO") is a private company incorporated in the Kingdom of Saudi Arabia, engaged in gold and base metals exploration. Its registered address is Olaya District, 659, King Fahad Road, Riyadh, Kingdom of Saudi Arabia. GMCO was established in May 2009 as a jointly controlled entity with Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR").

KEFI provides GMCO with technical advice and assistance, including personnel to support exploration and technical studies. ARTAR provides administrative advice and assistance. GMCO has five directors, of whom one is nominated by KEFI.

Movement	Six months ended 30 June 2026 £’000	Year Ended 31.12.25 £’000
Opening balance	5,955	6,432
Fair value gain/(loss) — net movement in the period/year	-	(533)
Additions / issuances / settlements	1,260	56
Transfers into / (out of) Level 3	-	-
Closing balance	7,215	5,955

The additional £1,260,000 subscription, made to maintain KEFI's 13% interest in GMCO, was made on the same terms as those available to all GMCO shareholders. Management is not aware of any factor indicating that the subscription price diverges from fair value, and it has accordingly been recognised as an increase in the carrying amount of the investment, with the transaction price considered to provide appropriate evidence of the fair value of the additional interest acquired at the subscription date.

Management has also considered whether there have been any events or circumstances since the last reporting date that would indicate a material change in the fair value of the pre-existing investment. Based on this assessment, no material movement in fair value is considered to have occurred during the interim period. Accordingly, no separate formal valuation has been performed at the interim reporting date, consistent with the Group's policy of performing a detailed valuation annually at the year end.

The movement from £5.955m to £7.215m has therefore been presented in Note 6 as "Additions / issuances / settlements", with no fair value gain recognised. This is consistent with the corresponding increase in the ARTAR payable from £0.4m to £1.66m, representing an accrued cash call, and with the statement of cash flows showing no cash payment during the period.

The investment will be remeasured to fair value at the year-end in accordance with the Group's annual valuation process.

7.        Trade and other receivables
   1.       Current Trade and other receivables

		30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Engineering, Procurement and Construction (EPC) advance payments		6,112		1,714
Other deposits		26		-
VAT receivable		2,484		506
Other Prepayments and receivables		708		388
		9,330		2,608

EPC advance represents advance payments made to the EPC contractor in respect of the Tulu Kapi gold project. The advance has been paid in accordance with contractual arrangements for the mobilisation and execution of project activities. The advance will be applied against future work performed and certified under the EPC contract. As at the reporting date, the amount remains unutilised and is therefore recognised as an advance to the EPC contractor within current assets.

2.       Non-current Trade and other receivables

		30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Prepayments		-		449
Deferred financing cost		8,418		2,208
Deferred Lender commitment interest		1,180		-
		9,598		2,657

Deferred financing transaction costs includes fees paid to Eastern and Southern African Trade and Development Bank (TDB) and Africa Finance Corporation (AFC) relating to total project debt package of USD 240 million. Deferred cost will be amortised over the tenor of the facility.

Deferred Lenders commitment interest includes a provision for interest payable on undrawn funds relating to total project debt package of USD 240 million.

8.        Share capital

Issued and fully paid

	Number of shares ’000		Share Capital	Deferred Shares	Share premium	Total
At 1 January 2026 (Audited)	10,741,165		10,741	23,328	82,165	116,234
Exercise of warrants 18 February 2026	9,818		10	-	44	54
Share Equity Placement 24 March 2026	589,000		589	-	6,479	7,068
Share Equity Placement 14 April 2026	2,375,195		2,376	-	26,127	28,503
Issue of Equity to service providers 5 May 2026	44,444		44	-	556	600
Exercise of warrants 12 June 2026	12,400		12	-	62	74
Share issue costs	-		-	-	(1,843)	(1,843)
Broker warrants: issue costs	-		-	-	-	-
At 30 June 2026 (Unaudited)	13,772,022		13,772	23,328	113,590	150,690

2026

On the 24 March 2026 the Company raised £7.068 million through the issue of 589,000,000 new ordinary shares of the Company at a placing price of 1.2 pence per Ordinary Share.

On the 14 April 2026 the Company raised £27.6 million through the issue of 2,304,145,852 new ordinary shares of the Company at a placing price of 1.2 pence per Ordinary Share.

On the 14 April 2026 the Company issued 71,048,917 new ordinary shares of the Company at a placing price of 1.2 pence per Ordinary Share. These shares, with a total value of £0.85 million, were allocated to service providers of the company to settle outstanding fees.

On the 05 May 2026 the Company issued 44,444,444 new ordinary shares of the Company at a placing price of 1.35 pence per Ordinary Share. These shares, with a total value of £0.6 million, were allocated to service providers of the company to settle outstanding fees.

During the period 22,218,182 broker warrants were exercised raising a total of £0.13 million.

9.        Share Based payments

Broker Warrants

No broker warrants were issued during the period.

Warrants are accounted for as an equity-settled share-based payment under IFRS 2 Share-based Payment. The fair value of the warrants granted was measured at the grant date using an appropriate option pricing model, taking into account the terms and conditions upon which the instruments were granted. The fair value determined was recognised as a share issue cost within equity, with a corresponding credit recognised in equity reserves. The warrants issued represent transaction costs directly attributable to the issue of equity instruments and therefore deducted from equity in accordance with IAS 32.

Details of warrants outstanding as at 30 June 2026:

Grant date	Expiry date	Exercise price	Number of warrants 000's
26 Mar 2024	26 Mar 2027	0.60p	13,125
21 May 2025	21 May 2028	0.55p	22,909
22 Dec 2025	22 Dec 2028	1.30p	69,231
			105,265

The estimated fair values of the warrants were calculated using the Black Scholes option pricing model and Trinomial Model when deemed more appropriate. The inputs into the model and the results for warrants and options granted during the period are as follows:

					Warrants			Options
					03-Jan-25	21-May-25	22-Dec-25	05-May-26
Closing share price at issue date 1					0.50p	0.57p	1.45p	1.32p
Exercise price					0.55p	0.55p	1.3p	2p
Expected volatility					69%	70%	68%	83.7%
Expected life					3yrs	3yrs	3yrs	4.66yrs
Risk free rate					4.21%	4.04%	3.79%	4.58%
Expected dividend yield					Nil	Nil	Nil	Nil
Estimated fair value					0.15p	0.27p	0.73p	0.79p

	Weighted average ex. Price	Number of warrants 000’s
Outstanding warrants at 1 January 2026	0.97p	127,483
- granted		-
- cancelled/expired/forfeited		-
- exercised	0.55p	(22,218)
Outstanding warrants at 30 June 2026	1.05p	105,265

1 The closing share price of 1.32 pence used as an input to the valuation above is the closing price on the grant date itself (5 May 2026), as required by IFRS 2 for measuring fair value at grant date. This differs from the 1.35 pence last-trading-day close (1 May 2026) referenced above in calculating the exercise price premium, which serves a different, disclosure-only purpose.

Share options reserve

Details of share options outstanding as at 30 June 2026:

Grant date	Expiry date	Exercise price		Number of shares 000’s
12-Sep-23	11-Sep-30	0.60p		8,000
5-May-26	31-Dec-30	2.00p		649,780
				657,780

	Weighted average ex. Price		Number of shares000’s
Outstanding options at 1 January 2026	0.60p		8,000
-  granted	2.00p		649,780
-  forfeited	-		-
- cancelled/ expired
Outstanding options at 30 June 2026	1.98p		657,780

Share options reserve table	30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Opening amount	934		1,948
Broker Warrants issued costs	-		785
Adviser warrants issue costs	-		-
Share options issued to directors	202		-
Share options issued to key management and employees	152		-
Exercised warrants	(26)		(368)
Expired warrants	-		(315)
Expired options	-		(1,116)
Closing amount	1,262		934

Share Option Issue – May 2026:

On 5 May 2026, the Company issued share options ("the Options") to Directors and Persons Discharging Managerial Responsibilities ("PDMRs") under the Company's Share Option Scheme.

The Options vest in three equal annual tranches on 31 December 2027, 31 December 2028 and 31 December 2029, and expire on 31 December 2030. Vesting is subject to continued service with the Company through each respective vesting date.

The exercise price of the Options is 2 pence per ordinary share, representing:

• a premium of 48.15% to the closing market price of 1.35 pence on 1 May 2026 , being the last trading day prior to grant; and a 67% premium to the price of the equity fundraise announced on 19 March 2026.

The following table sets out the Options granted to PDMRs under the Scheme:

PDMR	Title	Number of options to be issued to the person or his service company
Harry Anagnostaras – Adams	Executive Chairman	232,064,250
John Leach	Finance Director	139,238,550
Eddy Solbrandt	Chief Operating Officer	139,238,550
Jeff Rayner	Head of Exploration	139,238,550
Total		649,779,900

A further 278,477,100 Options remain available for grant under the Scheme, which the Remuneration Committee intends to utilise to incentivise new recruits and other members of management in due course, as appropriate.

Recognition:

The Options were granted on 5 May 2026 and, in accordance with IFRS 2 Share-based Payment, the associated expense is recognised over the vesting period of each tranche, commencing from the grant date. The IFRS 2 expense is recognised over the vesting period. £354k has been recognised in the period ended 30 June 2026, and the remaining expense will be recognised over the rest of the vesting period

The fair value of the Options at grant date was determined using Black-Scholes valuation model.

Share Payments for services rendered and obligations settled

During the period the company issued 115,493,361 new Ordinary shares of 0.1 pence each to settle financial obligations. The issuances were made through the following placements:

April 2026 Share Placement of £852,587

After the General Meeting held in April 2026, the Company authorised the issuance of 71,048,917 new Ordinary shares at a placing price of 1.2 pence to settle financial obligations totalling £852k

May 2026 Share Placement of £600,000

As part of the remuneration package agreed with Jeff Rayner, the Company’s recently appointed Head of Exploration, Mr Rayner was issued with 22,222,222 Ordinary Shares at 1.35 pence per Ordinary Share (“Remuneration Shares”). Mr Rayner is prohibited from selling any of the Remuneration Shares for at least twelve months from 11 May 2026.

A further 22,222,222 Ordinary Shares are being issued to a service provider to the Company at 1.35 pence per Ordinary Share to discharge a contractual liability (“Fee Shares”). The Fee Shares are subject to a selling restriction whereby half of the Fee Shares are released from a prohibition on selling six months from 11 May 2026 and the remaining half may be sold after twelve months from 11 May 2026.

The total shares set off during 2026 for services and obligations was as follows:

		2026
Name		Number of Remuneration and Settlement Shares		Amount
		‘000		£’000
Other employees and PDMRs		22,222	300
Amount to settle other Obligations		93,271	1,153
Total share-based payments		115,493		1,453

The parties above agreed that the amounts subscribed in the share placements during the year be set-off against the amount due by the Company at the date of the share placement.

10.     Trade and other payables

10.1 Current Trade and other payables

		30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Accruals and other payables		5,573		5,156
Amount payable to ARTAR — fellow shareholder of GMCO		1,660		400
Payable to Key Management and Shareholder (Note 12.2)		103		1,424
		7,336		6,980

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

10.2 Non-current Trade and other Payables

		30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Deferred Lender commitment interest accrued		1,180		-
		1,180		-

Deferred Lenders commitment interest is a provision for interest payable on undrawn funds relating to total project debt package of USD 240 million.

11.     Deferred Royalty consideration

On 26 February 2026, the Company received US$10,000,000 under a Royalty Investment Agreement with Chancery Royalty. In exchange, the Company granted a royalty over future gold production, including a minimum return in the event of early termination.

The consideration received represents deferred royalty consideration relating to future production. The consideration has been recognised as a non-current liability and will be amortised over the expected life of the mine from the commencement of production based on units of production.

		30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Deferred Royalty consideration		7,064		-
		7,064		-

12.     Related party transactions

The following transactions were carried out with related parties:

12.1 Compensation of key management personnel

The total remuneration of key management personnel was as follows:

	30 June 2026 Unaudited £’000		30 June 2025 Unaudited £’000
Short term employee benefits:
¹Directors' consultancy fees	393		272
Directors’ other consultancy benefits	83		28
Directors’ bonus	-		-
²Key management fees	164		163
Key management other benefits	-		-
Key management bonus	-		-
	640		463
Share based payments:
Directors’ bonus	-		-
Share options issued to directors	202		-
Share options issued to employees key management	152		-
Key management bonus	-		-
	354		-
	994		463

¹Directors’ fees paid to the Executive Chairman and Finance Director are paid to consultancy companies of which they are beneficiaries.

In addition to the directors ²Key Management comprises Chief Operating Officer and the Managing Director Ethiopia.

12.2 Payable to related parties

The Group			30 June 2026 Unaudited £’000		31 Dec 2025 Audited £’000
Name	Nature of transactions	Relationship
Directors & PDMR	Fees for services	Key Management and Shareholder	103		1,424
			103		1,424

13.     Loans and Borrowings

Short-Term Working Capital Bridging Finance

	Currency	Interest	Maturity	Repayment
Bank Loan	ETB	20%	One Year	10 August 2026

The Group has the option to access working capital from certain existing stakeholders. This unsecured working capital bridging finance is short-term debt which is unsecured and ranked below other loans. Bridging Finance facilities bear a fixed interest rate and were set off in shares by the lenders participation in the Company placements. In the event the Group was unable to pay this finance it would be repaid after other debt securities have been paid, if any.

2026

Unsecured working capital bridging finance	Balance 1 Jan 2026 £’000	Drawdown Amount £’000	Transaction Costs £’000	Interest £’000	Repayment Shares/Netting £’000	Repayment Cash £’000	Period Ended 30 June 2026 £’000
Repayable in cash in less than a year	-	-	-	-	-	-	-
	-	-	-	-	-	-	-

Bank Loan	Balance 1 Jan 2026 £’000	Drawdown Amount £’000	FX Gain £’000	Interest £’000	Repayment Shares £’000	Repayment Cash £’000	Period Ended 30 June 2026 £’000
Repayable in cash in less than a year	175	-	(2)	-	-	(81)	92

The short-term working capital finance is unsecured and ranks below other loans. Although there was no binding agreement to convert the loans into shares, the lenders agreed to convert and set off some of the debt into shares.

Reconciliation of liabilities arising from financing activities

Reconciliation		Cash Flows
	Balance 1 Jan 2026	Inflow	(Outflow)	FX Gain	Finance Costs	Shares	Balance 30 June 2026
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Unsecured working capital Bank Loan
Short term loans	175	-	(81)	(2)	-	-	92
	175	-	(81)	(2)	-	-	92

14.     Capital commitments

At 30 June 2026 the Group had the following capital expenditure commitments in respect of the TKGM development: 

GBP’000	30 June 2026
Contracted for	5,115
Of which:
Due within one year	5,115
Due after one year	-

15.     Events after the reporting date

Security incident and suspension of development activities at Tulu Kapi

On 4 September 2026, subsequent to the interim reporting date, a serious security incident occurred at the Tulu Kapi Gold Project, resulting in multiple fatalities involving security personnel and community members, including one Company employee. Further details of the incident are set out in the Company's announcements.

Project development activities were suspended with immediate effect to protect the safety and wellbeing of personnel, contractors and the surrounding communities. Activities will remain suspended until appropriate measures have been established, in coordination with community representatives, the Federal Democratic Republic of Ethiopia, the Oromia Regional Government and security stakeholders, to provide a safe and secure operating environment. Both Governments remain committed partners in the Project and the Group is working with them on the immediate response and on securing the Project's long-term future.

Prior to the incident, project development, which commenced in March 2026, remained on schedule. During the suspension period the Group is managing its expenditure closely and has deferred further drawdown and deployment of project financing. The Group retains sufficient capital reserves and committed standby facilities to support its anticipated requirements during the period of suspension, and remains committed to the Project and its long-term development objectives.

Management has considered whether the incident and the resulting suspension constitute an indicator of impairment under IFRS 6 in respect of the Group's Tulu Kapi mine development asset and has concluded that it does not. Management will continue to monitor the position and will reassess, including performing a formal impairment test if required, as further information becomes available and in any event at the next reporting date.

In accordance with IAS 10 Events after the Reporting Period, the incident and the resulting suspension are non-adjusting events. No adjustment has therefore been made to the amounts recognised in these interim financial statements. Given the ongoing nature of the situation, it is not practicable to estimate the financial effect of the event at the date of approval of these interim financial statements, including any impact on the project development timetable or on total capital costs. The implications for the Group's liquidity and for the project financing arrangements have been considered within the going concern assessment set out in note 2.

KEFI Gold and Copper is listed on AIM (Code: KEFI)

www.kefi-goldandcopper.com

 

END