Half-year Financial Report

Metals One PLC

30 September 2026

 

30 September 2026

Metals One plc

(“Metals One”, the “Company” or the “Group”)

Half-Year Report: Six Months Ended 30 June 2026

Metals One plc (AIM: MET1, OTCQB: MTOPF), a critical and precious metals project developer and investor with a focus on gold and uranium, announces its unaudited interim results for the six months ended 30 June 2026 (the “Period”).

Period Highlights

Gold

• Converted US$1.8 million of loan notes into a 30% interest in Lions Bay Resources in March, with an option to increase this to 49.9%.
• Lions Bay Resources exercised its option in March to acquire a cogeneration plant which may be reconfigured to include a gold concentrate roasting complex. The plant has an independently assessed replacement value of US39.6 million.
• Lions Bay Resources secured creditor approval in April for its acquisition of the Barbrook gold complex in South Africa (2.1Moz historical gold resource*) for ZAR279 million.
• Supported Barbrook strategy via secured loan arrangements directed through Lions Bay Capital Inc. with approximately US$10 million advanced by Metals One to LBC.
• Invested £350,000 in Talon Resources in June, securing a 5.57% interest following its admission to AIM.

Uranium

• Expanded agreement with DISA Technologies in May to include the Company’s Uravan Uranium-Vanadium Project in Colorado.
• NovaCore Exploration, in which Metals One holds approximately 29.5%, continued to prepare for its listing and maiden drilling programme at the Red Basin - Ane Uranium Project in New Mexico.

AI Metals

• Continued to support the development of Evolution Energy Minerals, in which Metals One holds 19.3%, including participation for A$1 million in Evolution’s A$4 million entitlement offer.
• Evolution continued to advance its Chilalo Graphite Project in Tanzania towards planned first production in 2027.
• A maiden 17-hole drilling programme was commenced by Evolution at its Chikundo Copper Project in June.

Corporate

• Raised £1.5 million in April through an institutional subscription for 75,000,000 new ordinary shares at 2 pence per share.
• Completed disposals of the Group’s investments in CleanTech Lithium and Fulcrum Metals for profits of approximately 109% and 140% respectively, raising aggregate gross proceeds of £2.9 million.

Craig Moulton, Chairman of Metals One, commented:

“The Group enters the second half of 2026 focused on progressing its principal gold, uranium and AI metals interests.

Developing LBR as the Company’s South Africa gold mining vehicle is Metals One’s primary near-term focus. Priorities include simplifying the corporate ownership structure, ongoing implementation of the Barbrook Business Rescue Plan, completion of an updated Barbrook Competent Person’s Report, and continued preparation for the planned restart of the Barbrook operation.

The Company will continue to manage its wider portfolio selectively, with capital allocated towards opportunities with clear development or value-realisation pathways.”

Enquiries:

Metals One Plc Daniel Maling, Managing Director Craig Moulton, Chairman	[e-mail] [phone]
Spark Advisory Partners (Nominated Adviser) James Keeshan / Andrew Emmott	[phone]
Oak Securities (Joint Broker) Jerry Keen	[phone]
Capital Plus Partners Limited (Joint Broker) Jonathan Critchley	[phone]
Vigo Consulting (UK Investor Relations) Ben Simons / Fiona Hetherington / George Pope	[e-mail] [phone]

Market Abuse Regulation (MAR) Disclosure

The information set out herein is provided in accordance with the requirements of Article 19(3) of the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR').

About Metals One

Metals One is a critical and precious metals project developer and investor with a focus on gold and uranium. Our core interests include a South African gold and energy platform, a brownfield gold/copper exploration project in Northern Peru, uranium exploration and tailings reprocessing opportunities in the USA, a gold exploration project in the USA, and AI metals exploration in Tanzania.

Metals One's shares are listed on the London Stock Exchange's AIM Market (MET1) and on the OTCQB Venture Market in the United States (MTOPF).

Map of Metals One core projects/investments

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Chairman’s Statement

Overview

The first half of 2026 saw progress across Metals One’s core gold, uranium and AI metals interests, alongside continued management of the Group’s listed investment portfolio.

The principal development during the Period, and a key focus for the Company going forward, was the advancement of the Group’s South African integrated gold and power strategy through Lions Bay Resources Pty Ltd (“LBR”) (Metals One interest: 30% with option to increase to 49.9%). LBR progressed its acquisition of the Barbrook gold complex in Mpumalanga Province after Barbrook’s creditors approved LBR’s Business Rescue Plan. LBR also exercised its option in March to acquire a cogeneration plant which may be reconfigured to include a gold concentrate roasting complex. The plant has an independently assessed replacement value of US39.6 million.

Elsewhere, the Group expanded its uranium partnership with DISA Technologies (“DISA”), supported the continued development of the Red Basin – Ane Uranium Project in New Mexico belonging to NovaCore Exploration Inc (“NovaCore”) (Metals One interest: 29.5%), participated in further investment in Evolution Energy Minerals (ASX: EV1) (“Evolution”) (Metals One interest: 19.3%) to progress Evolution’s Tanzanian graphite and copper projects geared towards the AI economy and advanced its investment portfolio through a combination of new investments and realisations.

Gold

During the Period, Metals One increased its direct exposure to the South African gold and power strategy through its investment in LBR.

In March, the Company converted US$1.8 million of loan notes into a 30% equity interest in LBR. This enabled LBR to exercise its option to acquire a cogeneration plant which may be reconfigured to include a gold concentrate roasting complex. The plant has an independently assessed replacement value of US39.6 million. In April, Metals One agreed an option to increase its interest in LBR to 49.9%.

LBR also progressed its proposed acquisition of the Barbrook gold complex through a business rescue process. On 15 April, LBR submitted a revised offer of ZAR279 million for the Barbrook assets, which include a 2.1Moz historical gold resource*, and on 17 April, Barbrook’s creditors approved the revised Business Rescue Plan. Implementation of the plan continued through the Period, including payments to creditors and former employees, and submission of the application for transfer of the mining rights.

Metals One has supported the Barbrook strategy via secured loan arrangements directed through Lions Bay Capital Inc. (TSX-V: LBI) (“LBC”) (Metals One interest: 19.1%). LBC owns 35% of LBR. Approximately US$10 million has been advanced by Metals One to LBC to support LBR’s South Africa strategy. 

The Group also continued to manage its listed gold investments. In June, Metals One invested £350,000 in Talon Resources PLC (AIM: TAR) (“Talon”), resulting in a 5.6% interest following Talon’s admission to AIM the same month.

Uranium

Metals One continued to advance its US uranium portfolio during the Period.

In May, the Company expanded its agreement with DISA to include Metals One’s Uravan Uranium-Vanadium Project in Colorado. Uravan became the third Metals One asset covered by the partnership, alongside the Radium Mountain and Wedding Bell claims. Under the arrangement, DISA is responsible for the evaluation, permitting, treatment and remediation of eligible uranium mine waste, with Metals One having no capital or operating cost exposure and receiving a sliding-scale gross revenue share of 2.5% to 4.0% if DISA proceeds with the projects.

Metals One investee company NovaCore (Metals One interest: 29.5%) also progressed its large-scale Red Basin - Ane Uranium Project in Catron County, New Mexico with historical assessments and recent radiometric surveys indicating the potential for 45 million pounds of U₃O₈. During the Period, NovaCore continued exploration, permitting and preparation for its planned listing and maiden drilling programme.

AI Metals

Metals One’s investee company Evolution continued to advance its Chilalo Graphite Project and the adjacent Chikundo Copper Project in Tanzania.

In February, Evolution launched an entitlement offer to raise up to approximately A$4 million. Metals One committed A$1 million to the offer, which closed in March. The funds are being applied towards exploration at Chikundo and resource development at Chilalo.

At Chilalo, Evolution continued engineering, contractor selection and financing discussions as it works towards its stated goal of first graphite concentrate production in 2027.

At Chikundo, Evolution completed further soil sampling and commenced a maiden 17-hole reverse circulation drilling programme in June, targeting the Malachite Pit area and the Chikundo anomaly.

Other Investments

In January, Metals One submitted an application for EU Strategic Project designation for the Rautavaara deposit within the Black Schist Ni-Cu-Co-Zn project in Finland. While non-core, the Company believes this project is highly leveraged to any future rebound in nickel prices.

Metals One realised listed company interests in CleanTech Lithium PLC (AIM: CTL) and Fulcrum Metals PLC (AIM: FMET), generating a profit on both sales of approximately 109% and 140% respectively. Together the sales generated approximately £2.9 million of gross proceeds during the Period.

Financial Review

Metals One is a project developer and investor and accordingly does not yet generate operating revenue.

The Group recorded a loss before tax of £0.74 million for the Period (H1 2025: £1.46 million), reflecting the costs of managing and developing the Group’s portfolio and corporate activities during the Period.

In April, the Company raised £1.5 million before expenses through an institutional equity subscription. In addition, approximately £2.9 million of gross proceeds were generated through the realisation of listed investments during the Period.

As at 30 June 2026, the Group had net assets of £20.46 million (31 December 2025: £19.27 million), including current assets of £13.38 million (31 December 2025: £13.59 million). Post Period-end the Company completed a £4.0 million gross funding from YA II PN, Ltd (see below) which, together with Metals One’s listed investments, places the Group in a stronger financial position from which to advance its opportunities.

As at 29 September 2026, Metals One held cash and cash equivalents and liquid investments of £8.0 million.

Post-Period Developments

Following the Period end, Metals One continued to advance its South African gold strategy and strengthen its funding position.

In August, the Barbrook Business Rescue Plan was substantially implemented, with the acquisition agreement concluded and the application for transfer of the mining rights submitted. A Phase 1 mine plan was finalised, targeting initial gold concentrate production within six months using existing plant and infrastructure, and an offtake agreement was signed covering 100% of gold concentrate production for an initial three-year period.

In September, the Company secured £4.0 million of gross funding from YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, through a promissory note. The funding is intended to support the Group’s investment and development programmes and general working capital. In connection with the financing, the Company agreed to issue 221,361,372 warrants to Yorkville at an exercise price of 1.8 pence, representing a possible source of up to approximately £4 million of future equity funding. 

The Company also appointed Spark Advisory Partners Limited as its new nominated adviser.

Outlook

The Group enters the second half of 2026 focused on progressing its principal gold, uranium and AI metals interests.

Developing LBR as the Company’s South Africa gold mining vehicle is Metals One’s primary near-tern focus. Priorities include simplifying the corporate ownership structure, ongoing implementation of the Barbrook Business Rescue Plan, completion of an updated Barbrook Competent Person’s Report, and continued preparation for the planned restart of the Barbrook operation.

The Company will continue to manage its wider portfolio selectively, with capital allocated towards opportunities with clear development or value-realisation pathways.

Craig Moulton

Chairman

30 September 2026

*Note

Historical resource based on a Competent Persons' Report ("Report") dated 1 January 2015, prepared by Minxcon Consulting (Pty) Limited and authored by D van Heerden. B.Eng. (Min. Eng.), M.Comm. (Bus. Admin.), ECSA, FSAIMM, AMMSA. The Report was prepared in compliance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (July 2009 Amended Edition) (the SAMREC Code) and the South African Code for the Reporting of Mineral Asset Valuation (July 2009 Amended Edition) (the SAMVAL Code) and Section 12 of the Johannesburg Stock Exchange listing requirements. Mineral resources that are not mineral reserves do not have demonstrated economic viability. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources and the Company is not treating the historical estimate as a current mineral resource.

METALS ONE PLC

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2026

		Notes	Period ended 30 June 2026	Period ended 30 June 2025
			£	£
Revenue
Revenue from continuing operations			-	-
			-	-
Expenditure
Other income			-	-
Administrative expenses		3	(1,142,038)	(1,284,269)
Exploration expenditure			(3,751)	(61,182)
Share of loss of associate accounted for using the equity method			(258,285)	(12,600)
Listing costs			(74,783)	-
Profit on disposal of financial assets		7	1,127,021	-
			(351,836)	(1,358,051)
Finance costs
Finance expense			-	(100,000)
Interest expense			-	(2,282)
Interest income			518,531	-
			518,531	(102,282)
Fair value losses on financial assets at fair value through profit or loss		7	(908,824)	-
Loss on ordinary activities before taxation			(742,129)	(1,460,333)
Taxation on loss on ordinary activities			-	-
Loss on ordinary activities after taxation			(742,129)	(1,460,333)
Other comprehensive income
Exchange differences on translation of foreign operations			12,908	752
Loss and total comprehensive income for the year attributable to the owners of the Group			(729,221)	(1,459,581)
Earnings per share (basic and diluted) attributable to the equity holders (pence)		4	(0.063)	(2.04)
Loss and total comprehensive income attributable to:
Owners of the parent			(740,052)	(1,455,097)
Non-controlling interest			(2,077)	(5,232)
			(742,129)	(1,460,333)

The accompanying notes form an integral part of the Interim Financial Information.

METALS ONE PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2026

	Notes	As at 30 June 2026      £	As at 31 December 2025      £
NON-CURRENT ASSETS
Investment in associate		5,330,216	4,263,788
Exploration and evaluation	5	2,177,042	2,129,315
TOTAL NON-CURRENT ASSETS		7,507,258	6,393,103
CURRENT ASSETS
Loan receivables	6	8,372,643	502,145
Trade and other receivables		975,417	159,824
Cash and cash equivalents		537,106	8,304,317
Other financial assets	7	3,495,253	4,625,388
TOTAL CURRENT ASSETS		13,380,419	13,591,674
TOTAL ASSETS		20,887,677	19,984,777
CURRENT LIABILITIES
Trade and other payables		424,926	710,676
TOTAL CURRENT LIABILITIES		424,926	710,676
TOTAL LIABILITIES		424,926	710,676
NET ASSETS		20,462,751	19,274,101
EQUITY
Called up share capital	8	4,532,225	4,357,225
Share premium account	8	29,345,702	27,932,702
Treasury shares		(293,205)	(208,205)
Share based payment reserve		399,653	322,282
Foreign exchange reserve		29,462	16,554
Retained earnings		(14,141,470)	(13,738,918)
Equity attributable to equity holders of the parent		19,872,367	18,681,640
Non-controlling interest		590,384	592,461
TOTAL EQUITY		20,462,751	19,274,101

The accompanying notes form an integral part of the Interim Financial Information

METALS ONE PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2026

	Issued Share Capital	Share Premium	Treasury Shares	Share Based Payments Reserve	Share capital to issue	Foreign Currency Translation Reserve	Retained Earnings	Non-Controlling interest	Total Equity
	£	£	£	£	£	£	£	£	£
As at 31 December 2024	3,333,425	7,931,710	(312,675)	446,882	1,000,000	2,473	(3,979,071)	240,387	8,663,131
Loss for the year	-	-	-	-	-	-	(11,013,810)	(47,975)	(11,061,785)
Other comprehensive income	-	-	-	-	-	14,081	-	-	14,081
Total comprehensive loss for the year	-	-	-	-	-	14,081	(11,013,810)	(47,975)	(11,047,704)
Shares issued during the year	240,000	4,275,004	(15,000)	-	-	-	-	-	4,500,004
Share issue costs during the year	-	(311,864)	-	-	-	-	-	-	(311,864)
Warrants & Options exercised during the year	764,321	14,545,532	-	(3,453)	-	-	-	-	15,306,400
Warrants & Options lapsed during the year	-	-	-	(121,147)	-	-	121,147	-	-
Acquisition of treasury shares	-	-	(99,999)	-	-	-	-	-	(99,999)
Disposal of treasury shares	-	-	219,469	-	-	-	132,816	-	352,285
Acquisition of subsidiaries	19,479	1,492,320	-	-	-	-	-	400,049	1,911,848
Termination of acquisition agreement	-	-	-	-	(1,000,000)	-	1,000,000	-	-
Total transactions with owners	1,023,800	20,000,992	104,470	(124,600)	(1,000,000)	-	1,253,963	400,049	21,658,674
As at 31 December 2025	4,357,225	27,932,702	(208,205)	322,282	-	16,554	(13,738,918)	592,461	19,274,101

METALS ONE PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2026

	Issued Share Capital	Share Premium	Treasury Shares	Share Based Payments Reserve	Share capital to issue	Foreign Currency Translation Reserve	Retained Earnings	Non-Controlling interest	Total Equity
	£	£	£	£	£	£	£	£	£
As at 31 December 2025	4,357,225	27,932,702	(208,205)	322,282	-	16,554	(13,738,918)	592,461	19,274,101
Loss for the period	-	-	-	-	-	-	(740,052)	(2,077)	(742,129)
Other comprehensive income	-	-	-	-	-	12,908	-	-	12,908
Total comprehensive loss for the period	-	-	-	-	-	12,908	(740,052)	(2,077)	(729,221)
Shares issued during the year	175,000	1,425,000	-	-	-	-	337,500	-	1,937,500
Share issue costs during the year	-	(12,000)	-	-	-	-	-	-	(12,000)
Warrants & Options issued during the period	-	-	-	77,371	-	-	-	-	77,371
Acquisition of treasury shares	-	-	(100,000)	-	-	-	-	-	(100,000)
Disposal of treasury shares	-	-	15,000	-	-	-	-	-	15,000
Total transactions with owners	175,000	1,413,000	(85,000)	77,371	-	-	337,500	-	1,917,871
As at 30 June 2026	4,532,225	29,345,702	(293,205)	399,653	-	29,462	(14,141,470)	590,384	20,462,751

The accompanying notes form an integral part of the Interim Financial Information.

METALS ONE PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

6 MONTHS ENDED 30 JUNE 2026

	Notes	30 June 2026 £	30 June 2025 £
Cash from operating activities
Loss for the year		(742,129)	(1,460,333)
Adjustments for:
Fair value movements on listed investments		908,824	-
Share of loss of an associate		258,285	12,600
Interest receivable on CLN		(438,655)	-
Profit on disposal of listed assets		(1,127,021)	-
Foreign exchange		(64,800)	2,126
Finance charge		-	100,000
Share-based payments		77,371	153,178
Operating cashflow before working capital movements		(1,128,125)	(1,192,429)
Decrease/(Increase) in trade and other receivables		(4,640)	(1,713,397)
(Decrease)/Increase in trade and other payables		151,428	(190,831)
Net cash outflow from  operating activities		(981,337)	(3,096,657)
Cash from investing activities
Investment in listed securities		(1,609,203)	-
Proceeds from disposal of listed investments		3,058,613	-
Exploration and Evaluation expenditure		(47,727)	(109,914)
Loans advanced		(8,950,320)	-
Payment of deferred consideration		-	(331,995)
Net cash outflow from investing activities		(7,548,637)	(441,909)
Cash from financing activities
Proceeds on the issue of shares, net of issue costs		738,000	6,238,500
Interest costs		-	(2,282)
Net cash from financing activities		738,000	6,236,218
Net (decrease)/increase in cash and cash equivalents		(7,791,974)	2,697,652
Cash and cash equivalents at beginning of year		8,304,317	33,640
Foreign exchange		24,763	451
Cash and cash equivalents at end of period		537,106	2,731,743

The accompanying notes form an integral part of the Interim Financial Information

METALS ONE PLC

NOTES TO THE INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2026

1     General information

Metals One plc, a public limited Company was incorporated on 26th January 2021 in England and Wales with Registered Number 13158079 under the Companies Act 2006. The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Group is to develop its existing assets and identify other potential companies, business or asset (s) that have operations in the natural resources exploration, development and production sectors.

2     Basis of preparation and accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Information as were applied in the preparation of Metal Ones PLC Annual report for the period ended 31 December 2025, except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

1.                 Going concern

The interim financial statements have been prepared under the going concern assumption, which presumes that the Group will be able to meet its obligations as they fall due for the foreseeable future.

At 30 June 2026 the Company had cash reserves of £537,106 (31 December 2025: £8,304,317).

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going-concern basis in preparing its consolidated financial statements.

The financial information of the Group is presented in British Pounds Sterling (£).

2.                 New standards, amendments and interpretations

Standards and interpretations issued and not yet effective:

New and revised accounting standards adopted for the period ended 30 June 2026 did not have any material impact on the Group’s accounting policies. 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 that the Group has decided not to adopt early.

The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group.

3.                 Critical accounting estimates and judgements
    

The preparation of interim consolidated financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal related actual results.

In preparing the interim financial information, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December 2025.

3     Administrative expenses

		30 June 2026  £	30 June 2025  £
Directors remuneration		146,013	237,743
Directors remuneration – Share based payments 1		77,371	153,177
Business development		-	417,239
Employment costs		89,839	47,178
Consulting and advisory fees		202,719	251,109
Insurance		8,553	9,707
Legal Fees		275,018	6,272
Accounting and audit fees		93,532	70,160
Foreign exchange		65,277	431
Other expenditure		183,716	92,115
Closing balance		1,142,038	1,284,269

4     Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the loss attributable to equity holdings of Metals One by the weighted average number of ordinary shares in issue during the period.

		Period end 30 June 2026	Period end 30 June 2025
(Loss)/ Profit attributable to equity holdings of Metals One		(740,052)	(1,455,097)
Weighted number of ordinary shares in issue		1,181,335,349	71,324,561
Basic & dilutive earnings per share from continuing operations – pence		(0.063)	(2.04)

There is no difference between the diluted loss per share and the basic loss per share presented as there are no dilutive financial instruments.

5     Exploration and Evaluation

	As at 30 June  2026	As at 31 Dec  2025
	£	£
Exploration and evaluation assets	2,177,042	2,129,315
Opening balance	2,129,315	5,970,674
Acquisitions through asset acquisitions	-	1,641,717
Additions	55,439	398,765
Impairment	-	(5,989,889)
Foreign exchange	(7,712)	108,048
Closing balance	2,177,042	2,129,315

Exploration and evaluation assets relate specifically to mining licenses and commercial interests held by Metals One PLC and its subsidiaries.

The Group will review the areas of interest for impairment if any of the below are present:

1.         The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
2.        Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
3.         Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
4.        Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

As at 30 June 2026 there was no indicators of impairment and a nil charge was recorded.

6     Loan receivable

	As at 30 June 2026	As at 31 December 2025
	£	£
Loan facility	8,372,643	162,249
Convertible loan notes	-	339,896
	8,372,643	502,145

Convertible loan notes

In the prior year, the Group advanced funds to two counterparties, Talon Resources PC (formerly Medcaw Investments Plc (Talon) and Lions Bay Resources PTY Ltd ("LBR"), under convertible loan note ("CLN") instruments. Both CLNs were converted into equity of the respective issuers during the period, as described below. The CLNs are interest-bearing debt instruments which are convertible into ordinary shares of the issuer at the option of the Group at a future date. The terms of the instruments fail the "solely payments of principal and interest" (SPPI) test under IFRS 9. The conversion option entitles the Group to convert the outstanding balance into a variable number of ordinary shares of the issuer, meaning the contractual cash flows are not solely payments of principal and interest on the principal outstanding but instead expose the Group to the equity performance of the issuer. As the SPPI criterion is not met, the CLNs cannot be measured at amortised cost and are therefore classified and measured at fair value through profit or loss.

The CLNs are classified within Level 3 of the fair value hierarchy. They are not traded in an active market and there are no observable market prices for identical or similar instruments, so their fair value is determined using a valuation technique incorporating significant unobservable inputs.

Lions Bay Resources PTY Ltd

LBR is a South African private company, incorporated in May 2025, established to build a vertically integrated South African gold business. The LBR CLNs carried a coupon of 10% per annum. During the period the Group made further advances of £1,226,425  to LBR, bringing the total advanced under the CLN facility to £1,361,068 (US$1.8 million). Following the full advance, in March 2026 the Group exercised its right to convert the CLNs into ordinary shares of LBR. Together with the introduction shares received on the original investment, the Group now holds 30% of the issued share capital of LBR on a fully diluted and enlarged basis.

On conversion the Group also entered into a shareholders' agreement with LBR which gives it customary governance rights. Having regard to its 30% shareholding and these rights, the directors have concluded that the Group has significant influence over LBR. On conversion the CLNs  were recognised as the cost of an investment in associate, which is accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures.

Talon Resources Plc (formerly Medcaw Investments Plc)

The £150,000 CLN advanced to Talon in September 2025 was converted into 15,687,945 ordinary shares on 22 June 2026. On 23 June 2026 Medcaw, renamed Talon Resources Plc ("Talon"), was admitted to trading on AIM as a gold exploration company focused on North America, having previously been a Main Market cash shell. On admission the Group subscribed for a further 16,000,000 new ordinary shares in Talon at 1.25 pence per share (£200,000) as part of Talon's £2.0 million equity fundraise, taking the Group's total holding to 31,687,945 shares, representing 5.57% of Talon's enlarged issued share capital.

The Group's holding in Talon is a passive investment which does not confer control or significant influence. On conversion the CLN was recognised as listed securities measured at fair value through profit or loss.

The movement in the Group's convertible loan notes during the period was as follows:

	Talon Resources Plc	Lions Bay Resources PTY Ltd	Total
	£	£	£
At 1 January 2026	152,629	187,267	339,896
Advances in the period	-	1,222,896	1,222,896
Interest accrued	6,250	3,529	7,779
Converted into listed securities	(158,879)	-	(158,879)
Transferred to investment in associate	-	(1,413,692)	(1,413,692)
At 30 June 2026	-	-	-

Loan facility

During the year the group advanced funds to Lions Bay Capital inc. ("LBI") under a secured loan facility. Unlike the convertible loan notes, this instrument contains no conversion or other feature that would cause it to fail the contractual cash flow characteristics ("SPPI") test under IFRS 9. Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding, and the group holds the facility within a business model whose objective is to collect those contractual cash flows. The facility is therefore classified and measured at amortised cost using the effective interest method.

The facility bears interest at 20%.

Counterparty	Issue date	Principal advanced £	Carrying value £
Lions Bay Capital Inc	December 2025	7,941,767	8,372,643
Total		7,941,767	8,372,643 .

The facility is subject to the expected credit loss ("ECL") requirements of IFRS 9. At the reporting date the directors assessed the facility as being in stage 1, no significant increase in credit risk having arisen since initial recognition. Having regard to LBI’s net asset position, the directors consider that no expected credit loss provision is required as LBI is considered to have sufficient resources to satisfy its obligations on repayment. During the period interest income of £430,875 was recognised through the profit and loss statement.

7     Financial assets through profit and loss

The Group holds financial assets comprising investments in listed securities, equity interests in unlisted companies and derivative call options, all classified at fair value through profit or loss (FVTPL) under IFRS 9. The carrying values at 30 June 2026 as follows:

	Carrying value at 30 June 2026	Carrying value at 31 December  2025
	£	£
Listed securities	2,920,124	2,838,303
Unlisted investments	125,000	692,044
Derivative instruments	450,129	1,095,041
	3,495,253	4,625,388

Fair value hierarchy

Listed securities are measured at fair value using quoted bid prices on the relevant stock exchange at the balance sheet date. These are classified as Level 1 inputs under the IFRS 13 fair value hierarchy (unadjusted quoted prices in active markets).

Unlisted investments are equity interests in private companies in which the Group holds less than 10% of the issued share capital. No active market exists for these interests. In the absence of a reliable fair value measurement, cost is used as the best estimate of fair value pending an initial public offering or other liquidity event. These are classified as Level 3. No fair value adjustment has been recognised in the year and no impairment indicators were identified at 30 June 2026. There were no transfers between levels of the fair value hierarchy during the year.

Derivative instruments are the detachable share purchase warrants held by the Group, which are measured at fair value through profit or loss using the Black-Scholes option pricing model at both initial recognition and the reporting date. The model used combination of observable market inputs, such as the share price of the underlying investee, and unobservable inputs, principally expected volatility. As the valuation depends on significant unobservable inputs, these warrants are classified as Level 3 within the fair value hierarchy. The attaching warrants, which cannot be separated from the underlying investment, are not measured separately and are therefore not included within the fair value hierarchy.

Movement in financial assets

The reconciliation of movements is as follows:

	Listed securities	Unlisted investments	Derivatives	Total
	£	£	£	£
As at 1 January 2026	2,838,303	692,044	1,095,041	4,625,388
Additions	1,332,657	276,544	-	1,609,201
Fair value movement recognised in profit or loss	(321,187)		(587,637)	(908,824)
Disposals	(1,989,391)	-	-	(1,989,391)
Conversion of CLN 1	158,879			158,879
Conversion to equity 2	900,863	(843,588)	(57,275)	-
As at 30 June 2026	2,920,124	125,000	450,129	3,495,253

1.        During the period the groups convertible loan note to Medcaw Investments plc was converted into 15,687,945 shares into the company upon its relisting onto AIM and completing its name change into Talon Resources.
2.        During the period the groups investee company’s, Rift helium and Bahia metals listed on the AIM and TSX stock markets respectively. As at that date the investment was reclassified to listed securities and level 1 hierarchy. The Group also exercised 2,916,667 of warrants in Fulcrum Metals into ordinary shares in the Company.

 

8     Share capital

The Company has three classes of share: ordinary shares of £0.001 each, B Deferred Shares of £0.001 each, and Deferred Shares of £0.009 each. Only the ordinary shares carry voting rights and rank pari passu for the distribution of dividends and the repayment of capital. The two classes of deferred share carry no voting rights, no entitlement to dividends, and only a negligible right to a return of capital on a winding up.

Class of share	Nominal value	Number in issue	Aggregate nominal value
Ordinary shares	£0.001	1,234,946,460	1,234,946
B Deferred shares	£0.001	325,320,750	325,320
Deferred shares	£0.009	330,217,500	2,971,959
		1,890,484,710	4,532,225

	Number of Shares on Issue	Share   Capital           £	Share Premium £	Total                  £
Balance at 31 December 2024	361,467,500	3,333,425	7,931,710	11,265,135
Share consolidation (10:1) 1	(325,320,750)	-	-	-
2p wrap offer  2	5,000,000	5,000	95,005	100,005
Exercise of 2p prepaid warrants 3	255,000,000	255,000	4,845,000	5,100,000
Exercise of 2p cash warrants 4	509,150,000	509,150	9,673,850	10,183,000
Exercise of 10p broker warrants 5	108,000	108	13,661	13,769
Exercise of 20p broker warrants 6	63,000	63	13,021	13,084
Acquisition of Squaw Creek  7	500,000	500	63,000	63,500
Acquisition of Uravan 8	500,000	500	109,500	110,000
Issue to Employee Benefit Trust 9	15,000,000	15,000	-	15,000
Acquisition of NovaCore 10	3,873,959	3,874	255,681	259,555
Acquisition of Cisco and Standard 11	14,224,751	14,225	1,045,518	1,059,743
SRH deferred consideration shares 12	380,000	380	18,620	19,000
Issue of shares 13	220,000,000	220,000	4,180,000	4,400,000
Cost of share issue	-	-	(311,864)	(311,864)
Balance at 31 December 2025	1,059,946,460	4,357,225	27,932,702	32,289,927
Issue to EBT 14	100,000,000	100,000	-	100,000
Share issue 15	75,000,000	75,000	1,425,000	1,500,000
Share issue costs	-	-	(12,000)	(12,000)
As at 30 June 2026	1,234,946,460	4,532,225	29,345,702	33,877,927

1.        On 25 March 2025 after approval at the general meeting each Existing Ordinary Share was subdivided into 1 New Ordinary Share of £0.0001 and 9 B Deferred Shares of £0.0001. The New £0.0001 Ordinary Shares will be consolidated on a 1 for 10 basis into 1 New Ordinary Share of £0.001 and the B Deferred Shares will be consolidated on a 1 for 10 basis into 325,320,750 B Deferred Shares. At the date of consolidation the Company had 361,467,500 Ordinary shares.
2.        On 25 March 2025 the Company raised £100,000 via the issue of 5,000,000 shares at 2p per share
3.        Pursuant to the equity fundraise announced on 31 January 2025, a syndicate of investors pre-paid aggregate subscription proceeds of £5.0 million (comprising £4.4 million cash plus conversion of a £600,000 interest-free bridge convertible loan note) in exchange for 255,000,000 Prepaid Warrants exercisable at 2p per ordinary share. The Prepaid Warrants were classified as equity instruments in accordance with IAS 32 on the basis that they represent a fixed obligation to deliver a fixed number of shares for a fixed price (the exercise price having been fully prepaid on grant). During the year ended 31 December 2025 all 255,000,000 Prepaid Warrants were exercised and shares issued accordingly; no further cash consideration was received on exercise.
4.        Pursuant to the same warrant instrument, each subscriber also received two attaching Cash Warrants at an exercise price of 2p per share, exercisable for a period of six months from the date of grant. During the year ended 31 December 2025, 509,150,000 Cash Warrants were exercised for aggregate gross proceeds of £10,183,000. The remaining unexercised Cash Warrants lapsed on expiry of the exercise period during September of this year.
5.        On 14 April 2025 108,000 10p were warrants for total proceeds of £10,800
6.        On 21 May 2025 the Company exercised 63,000 20p warrants for total proceeds of £13,200
7.        On 21 July 2025 500,000 shares were issued for consideration for the purchase of the Group’s Squaw Creek licenses. No additional cash was received
8.        On 4 July 2025 500,000 shares were issued for consideration for the purchase of the Group’s Uravan Licenses. No additional cash was received
9.        On 22 July 2025 15,000,000 were issued to the Group’s Employee Benefit trust at Nominal value. No additional cash was received
10.     Issue of 3,873,959 shares for the further investment into Novacore bringing the Group’s holdings to 35% of the Company. No additional cash was received
11.     The Group issued 14,224,751 shares to purchase a 75% ownership of Cisco Minerals and Standard Minerals. No additional cash was received
12.     380,000 shares were issued to the vendors of SRH in settlement of the contingent consideration milestone as part of the initial acquisition of the Company
13.     On 11 December 2025 the Company issued 220,000,000 shares at 2p per share to raise gross proceeds of £4.4m 
14.     On 30 January 2026 100,000,000 shares were issued to the Company’s EBT at nominal value
15.     On 1 April 2026 the Company issued 75,000,000 shares at 2p per share raising £1,500,000

The share premium represents the difference between the nominal value of the shares issued and the actual amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any bonus warrant issue.

9     Related party transactions

There were no other related party transactions during the period.

10     Capital Commitments

There were no commitments under operating leases at 30 June 2026.

11     Subsequent events

Award of EBT shares & grant of options — 3 July 2026

The Company made awards of ordinary shares from its Employee Benefit Trust and granted new share options, in both cases on satisfaction of the Tranche 1 milestones under its Share Incentive Plan  namely delivery of the project diversification strategy and completion of an equity financing at not less than 2p per share.

Under the EBT awards, 29,278,185 ordinary shares were transferred for nil consideration: 21,022,549 to Daniel Maling (Managing Director), 5,255,636 to Craig Moulton (Executive Chairman) and 3,000,000 to other employees. Following the transfers, Mr Maling held 35,081,751 shares (2.84% of issued capital) and Mr Moulton held 5,392,336 shares (0.43%). The Employee Benefit Trust's residual holding stood at 76,766,608 shares, or 6.22% of issued share capital.

Separately, 15,000,000 options were granted at an exercise price of 2p  5,000,000 each to Alex King (Non-Executive Director), Fungai Ndoro (Non-Executive Director) and to consultants. The options vest in two equal tranches, the first immediately and the second on the first anniversary of grant, are non-transferable, lapse if the holder leaves before vesting, and expire three years from grant (3 July 2029).

£4.0m funding, issue of warrants & change of NOMAD — 4 September 2026

The Company raised £4.0m gross through a senior promissory note with YA II PN, Ltd. (a fund managed by Yorkville Advisors Global, LP). The note is not convertible  the principal does not convert into equity carries interest at 7% per annum (rising to 18% on an event of default), and is repayable in equal monthly instalments of 10% of original principal plus accrued interest, commencing 60 days after closing. After a 5% original issue discount, a £20,000 structuring and due diligence fee and a 1% commitment fee, net proceeds were £3.74m. Proceeds are earmarked primarily for the Company's gold-focused projects in Africa and the Americas, and for general working capital.

Alongside the note, 221,361,372 warrants were issued to the investor, exercisable for three years on a cash or cashless basis at 130% of the closing share price on the day before announcement, subject to a 9.99% beneficial-ownership cap on exercise

 

 

END