Half Year Results and Operational Update
Summary by AI BETAClose X
16 September 2026
Rift Helium plc
("Rift", "Rift Helium" or the "Company")
Half Year Results and Operational Update
Rift Helium plc (AIM: RIFT), the primary helium exploration company focused on the Upepo Project in Tanzania's proven Rukwa Basin, is pleased to announce its unaudited results for the six months ended 30 June 2026 and provide an operational update as the Company moves from funding into field execution, with mobilisation of its 3D seismic programme now underway ahead of its planned H1 2027 drilling programme.
Highlights
· Successful admission to AIM in April 2026, raising c.£8.1 million and providing the capital to execute the Company's planned exploration programme at Upepo.
· Funded for the planned 3D seismic programme and exploration drilling campaign at Upepo, with £6.77 million of cash at 30 June 2026, no borrowings and no material capital commitments.
· Moving from funding into field execution, with mobilisation of the 3D seismic programme now underway and drilling preparations advancing in parallel ahead of the planned H1 2027 campaign, including:
o Post period end, receipt of the Environmental Impact Assessment Certificate covering the planned 3D seismic programme and drilling of up to three exploration wells at Upepo;
o Mobilisation of the 3D seismic programme has commenced, ahead of data acquisition to define and rank priority drilling targets; and
o Drilling preparations progressing in parallel, including well planning, logistics and procurement workstreams for the H1 2027 exploration campaign.
o Upepo's 283 km² licence area is located in the proven Rukwa Basin, adjacent to confirmed helium discoveries, with an independent CPR identifying gross unrisked prospective helium resources of approximately 19 Bcf on a P50 basis and approximately 41 Bcf on a mean basis
· Constructive ongoing engagement with the Tanzanian authorities, including meetings with government ministers and senior officials, supporting the responsible development of the Upepo Project.
· Increasing recognition by the Tanzanian Government of helium's strategic importance, with helium expected to be included in Tanzania's new Critical and Strategic Minerals list.
· Post period end, Kidunda (TZ) Limited, the Company's Tanzanian subsidiary, entered into a community partnership with the Feminist Oriented Movement Initiative to establish a Teen Mothers Empowerment Centre in Ivuna Village, close to the Group's licence areas.
Charles FitzRoy, Chief Executive Officer of Rift Helium, commented:
"The first half of 2026 was transformational for Rift. Our admission to AIM raised c.£8.1 million and provided the capital to execute our planned exploration programme at Upepo. We ended June with £6.77 million of cash and no borrowings, giving us a strong financial platform for the next phase of the Company's development.
"Since the IPO, our focus has been execution. With the EIA Certificate now secured, mobilisation of our 3D seismic programme has commenced, representing the next major step towards acquiring the data needed to select the strongest drill targets for our exploration campaign in H1 2027.
"Our third-mover strategy is an important part of the Rift proposition. We are not exploring a new basin from scratch: Upepo sits within the proven Rukwa Basin, adjacent to confirmed helium discoveries. By combining what is already known about the basin with modern 3D seismic, we aim to focus our drilling capital on the highest-priority structures.
"Helium is essential to high-value industries including semiconductor manufacturing, MRI, aerospace and emerging quantum technologies, yet global supply remains concentrated and vulnerable to disruption. Rift is seeking to help address that challenge by developing a new source of primary helium in Tanzania, strategically positioned to serve high-value international markets including Asia.
"The pathway ahead is clear: acquire 3D seismic, rank the strongest prospects, finalise drill locations and drill in H1 2027. With mobilisation now underway, we are turning the foundations created at IPO and built on since, into seismic data, drill targets and, ultimately, exploration results."
For further information, please visit www.rifthelium.com or contact:
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Rift Helium plc Charles FitzRoy, CEO & Director |
c/o Celicourt +44 (0) 20 7770 6424 Rifthelium@celicourt.uk |
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Strand Hanson Limited (Financial & Nominated Adviser) Ritchie Balmer |
+44 (0) 207 409 3494
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SI Capital (Joint Broker) Nick Emerson |
+44 (0) 1483 413 500 |
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Zeus Capital (Joint Broker) Simon Johnson |
+44 (0) 20 3829 5000 |
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Greenwood Capital (Equity Capital Markets Adviser) John Prior |
info@greenwoodcp.co.uk |
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Celicourt Communications (Financial Communications) Mark Antelme |
+44 (0) 20 7770 6424 |
About Rift Helium:
Rift Helium is building a new source of primary helium for the industries that depend on it. Helium is essential to high-value applications including semiconductor manufacturing, MRI, aerospace and emerging quantum technologies, yet much of global supply is produced as a by-product of hydrocarbons and is concentrated among a relatively small number of sources.
Rift is focused on dedicated primary helium - helium developed independently of hydrocarbon production. The Company's 283 km² Upepo Project is located in Tanzania's Rukwa Basin, adjacent to confirmed helium discoveries. Rather than exploring a new basin from scratch, Rift is applying a disciplined third-mover strategy: build on a proven helium system, use modern 3D seismic to identify and rank the strongest structures, and then focus drilling capital on the highest-priority targets.
Rift's pathway is clear: 3D seismic in 2026, an updated resource assessment and final drill-location selection in Q1 2027, followed by aexploration programme in H1 2027. The EIA Certificate covers drilling of up to three exploration wells. In the event of exploration success, Rift's objective is to progress Upepo toward commercial production and establish a new source of primary helium from Tanzania, strategically positioned to serve high-value international markets including Asia.
Rift Helium HY 2026 Results - Chairman's Statement
Introduction
On behalf of the Board, I am pleased to present Rift Helium plc's ("Rift" or the "Company") Half Year Report for the six months ended 30 June 2026. This was a transformational period for the Company, defined by our admission to AIM, the completion of an approximate £8.1 million fundraise and move into execution of our exploration programme at the Upepo Project in Tanzania's Rukwa Basin.
Rift was established to provide investors with direct exposure to primary helium exploration in a proven basin. Helium is essential to a range of high-value industries, including semiconductor manufacturing, medical imaging, scientific research, defence and aerospace. However, global supply remains concentrated and vulnerable to disruption. Against this backdrop, the need for new, reliable sources of primary helium is increasingly clear. Rift's strategy is to address that opportunity through disciplined exploration in a proven helium basin.
Admission to AIM and strong strategic foundations
The most significant corporate milestone during the period was the admission of Rift's ordinary shares to trading on AIM on 22 April 2026, with the associated placing and subscription raising gross proceeds of approximately £8.1 million. I would once again like to thank our new and existing shareholders for their support, as well as our management team, employees, and advisers for the considerable work involved in delivering this milestone.
The focus of these efforts was to allow Rift to progress its flagship Upepo Project. Upepo itself comprises 283 km² of licence acreage in the Rukwa Basin, adjacent to confirmed helium discoveries and within a highly prospective basin where earlier drilling has demonstrated a working primary helium system. Upepo's acreage has meaningful resource potential, with an independent CPR prepared by NSAI identifying gross unrisked estimates of approximately 19 Bcf of helium on a P50 basis and approximately 41 Bcf on a mean basis.
Critically, the proceeds from Rift's IPO have provided it with the basis needed to progress its exploration campaign. This enables Rift to move from funding into execution while using 3D seismic to reduce subsurface uncertainty and focus drilling capital on the highest-priority targets.
Moving from funding into field execution
Following admission, the Company moved directly into delivering its work programme. During the period, Rift progressed its Environmental Impact Assessment (EIA) for its 3D seismic campaign with Tanzania's National Environment Management Council (NEMC). That process was completed post period end with receipt of the EIA Certificate on 2 September 2026. The results of Rift's 3D seismic campaign are expected to rank prospects, select drilling targets and support an updated resource assessment anticipated for Q1 2027.
Concurrently, the Company initiated drilling preparation, including well planning, logistics, and procurement workstreams, while continuing to develop Rift's technical and in-country operating capability. These activities were deliberately progressed in parallel to position Rift to move efficiently from seismic acquisition through interpretation into drill-target selection and the planned H1 2027 drilling campaign.
Government, community, and stakeholder engagement
Responsible and constructive engagement with government, regulators, and local communities is fundamental to advancing the Upepo Project. As such, during May, Chief Executive Officer Charles FitzRoy and I travelled to Dodoma for meetings with Tanzanian government ministers and senior officials, including representatives of the Ministry of Minerals. Our discussions covered responsible exploration, investment in Tanzania, the regulatory environment for helium, and Rift's commitment to working collaboratively with national and regional stakeholders.
We were encouraged by the constructive nature of these meetings and by the Tanzanian Government's increasing recognition of helium's strategic importance. During the period, the Minister for Minerals announced in Parliament that helium was expected to be included in Tanzania's new Critical and Strategic Minerals list. This was a positive development for the country's emerging helium industry and underlines Tanzania's potential to become a meaningful participant in the global helium supply chain.
During our visit, we also met with Forward Motion, a Tanzanian non-governmental organisation, to discuss community engagement and sustainable development in our areas of operation. Rift recognises that the long-term success of the Upepo Project must be underpinned by open dialogue and the creation of benefits for host communities. To this end, we will continue to develop local partnerships as the project advances.
On 21 May 2026, we marked our admission to AIM in April by opening the London Stock Exchange. It was a privilege to celebrate this important moment alongside members of the Board and management team, our advisers, and His Excellency Ambassador Mbelwa Brighton Kairuki, the Tanzanian High Commissioner. The event reflected both the work involved in bringing Rift to market and the Company's strong, long-term commitment to investing in Tanzania.
Post-period end
Following the end of the period, the Company continued to advance the preparations required for its 3D seismic campaign. In July 2026, Rift's Chief Operating Officer Basie Swanepoel undertook a programme of field, regulatory, government, community, and supplier engagement across the Rukwa and Mbeya regions and in Dar es Salaam. NEMC completed its site-verification visit to the licence area, and the subsequent Technical Advisory Committee review concluded successfully. On 2 September 2026, Rift received an Environmental Impact Assessment Certificate covering the planned 3D seismic programme and the drilling of up to three exploration wells at Upepo.
As part of its in-country work in July 2026, Rift's technical team confirmed that dry-season conditions were favourable for mobilisation and data acquisition, while the receding margin of Lake Rukwa was increasing the area of ground available for survey coverage. Engagement progressed with prospective suppliers and positively no material long-lead items are expected to delay mobilisation, with prospective suppliers indicating their readiness to respond to mobilisation following receipt of the EIA Certificate.
With environmental approval received, mobilisation of the 3D seismic programme is now underway ahead of data acquisition. The resulting data is expected to be processed and interpreted to define and rank priority drilling targets ahead of the planned H1 2027 exploration campaign. Rift remains funded for its current exploration work programme and committed to disciplined capital allocation as it uses 3D seismic to reduce subsurface uncertainty before drilling.
Additionally, all resolutions proposed at the Company's Annual General Meeting on 8 July 2026 were duly passed. We are grateful to shareholders for their continued support.
Outlook
The period established the foundations for Rift's next phase. We entered the public markets with a clearly defined strategy, secured the funding required for our planned exploration programme, and made tangible progress across the regulatory, technical, operational, and stakeholder workstreams needed to deliver it. With environmental approval now received, Rift is moving from preparation into execution.
Our immediate priorities are clear: complete mobilisation and acquire the 3D seismic survey, process and interpret the resulting data, and use that work to refine and rank the strongest drilling opportunities across the Upepo Project ahead of planned H1 2027 drilling. Each step is designed to reduce subsurface uncertainty before drilling capital is committed and improve the quality of our drilling decisions.
I would like to thank our shareholders for their confidence in Rift, our employees and advisers for their continued work, and the Tanzanian authorities and communities for their ever-constructive engagement. With seismic mobilisation now underway, we look forward to data acquisition and the next stage of execution at Upepo as we work to build long-term value for all our stakeholders.
Asante sana! (thank you very much)
Patrick Muwowo
Non-Executive Chairman
16 September 2026
RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2026
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|
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Unaudited Period ending 2026 |
Unaudited Period ending |
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Note |
£'000 |
£'000 |
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Continuing Operations |
|
|
|
|
Administrative expenses |
5 |
(1,620) |
(2) |
|
Share based payments |
9 |
(1,055) |
- |
|
Foreign exchange gain / (loss) |
|
118 |
(11) |
|
Other income |
|
47 |
- |
|
Operating profit /(loss) |
|
(2,510) |
(13) |
|
Profit / (loss) before taxation |
|
(2,510) |
(13) |
|
Taxation |
|
- |
- |
|
Profit / (loss) for the period from continuing operations |
|
(2,510) |
(13) |
|
Other comprehensive income |
|
(14) |
2 |
|
Total comprehensive loss for the period |
|
(2,524) |
(11) |
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
6 |
(3.08) |
(0.04) |
The notes form an integral part of the Condensed Consolidated Interim Financial Statements.
RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
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|
|
Unaudited |
Unaudited |
Audited |
|
|
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As At |
As At |
As At |
|
|
Note |
£'000 |
£'000 |
£'000 |
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NON-CURRENT ASSETS |
|
|
|
|
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Exploration assets |
7 |
151 |
112 |
143 |
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TOTAL NON-CURRENT ASSETS |
|
151 |
112 |
143 |
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CURRENT ASSETS |
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|
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Cash and cash equivalents |
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6,770 |
27 |
493 |
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Trade and other receivables |
|
230 |
6 |
187 |
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TOTAL CURRENT ASSETS |
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7,000 |
33 |
680 |
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TOTAL ASSETS |
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7,151 |
145 |
823 |
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CURRENT LIABILITIES |
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|
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Trade and other payables |
|
(107) |
(10) |
(117) |
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Borrowings |
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- |
- |
(30) |
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TOTAL CURRENT LIABILITIES |
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(107) |
(10) |
(147) |
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TOTAL LIABILITIES |
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(107) |
(10) |
(147) |
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|
|
|
|
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NET ASSETS |
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7,044 |
135 |
676 |
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|
|
|
|
|
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EQUITY |
|
|
|
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Share capital |
8 |
134 |
36 |
39 |
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Share premium |
8 |
7,674 |
133 |
175 |
|
Share based payment reserve |
9 |
1,336 |
- |
- |
|
Share capital to be issued |
|
- |
- |
665 |
|
Translation reserve |
|
(9) |
6 |
5 |
|
Capital reduction reserve |
8 |
627 |
- |
- |
|
Retained earnings |
|
(2,718) |
(40) |
(208) |
|
|
|
|
141 |
|
|
TOTAL EQUITY |
|
7,044 |
135 |
676 |
The notes form an integral part of the Condensed Consolidated Interim Financial Statements.
The Condensed Consolidated Financial Statements were approved and authorised by the Board of Directors on 2 September 2026:
…………………………….
Non-Executive Chairman
RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - AS AT 30 JUNE 2026
|
|
Share capital |
Share Premium |
Share Capital to be issued |
Capital Reduction Reserve |
Share-based payment reserve |
Translation reserve |
Retained earnings |
Total equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
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Balance at 1 January 2025 |
35 |
112 |
- |
- |
- |
4 |
(27) |
124 |
|
|
|
|
|
|
|
|
|
|
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Loss for period |
- |
- |
- |
- |
- |
- |
(13) |
(13) |
|
Exchange differences |
- |
- |
- |
- |
- |
2 |
- |
2 |
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Total comprehensive loss for period |
- |
- |
- |
- |
- |
2 |
(13) |
(11) |
|
Transactions with owners in own capacity |
|
|
|
|
|
|
|
|
|
Ordinary shares issued in the period |
1 |
21 |
- |
- |
- |
- |
- |
22 |
|
Transactions with owners in own capacity |
1 |
21 |
- |
- |
- |
- |
- |
22 |
|
Balance at 30 June 2025 |
36 |
133 |
- |
- |
- |
6 |
(40) |
135 |
|
|
|
|
|
|
|
|
|
|
|
Loss for period |
- |
- |
- |
- |
- |
- |
(168) |
(168) |
|
Exchange differences |
- |
- |
- |
- |
- |
(1) |
- |
(1) |
|
Total comprehensive loss for period |
- |
- |
- |
- |
- |
(1) |
(168) |
(169) |
|
Transactions with owners in own capacity |
|
|
|
|
|
|
|
|
|
Ordinary shares issued in the period |
3 |
42 |
- |
- |
- |
- |
- |
45 |
|
Share capital to be issued |
- |
- |
665 |
- |
- |
- |
- |
665
|
|
Transactions with owners in own capacity |
3 |
42 |
665 |
- |
- |
- |
- |
710 |
|
Balance at 31 December 2025 |
39 |
175 |
665 |
- |
- |
5 |
(208) |
676 |
|
|
|
|
|
|
|
|
|
|
|
Loss for period |
- |
- |
- |
- |
- |
- |
(2,510) |
(2,510) |
|
Exchange differences |
- |
- |
- |
- |
- |
(14) |
- |
(14) |
|
Total comprehensive loss for period |
- |
- |
- |
- |
- |
(14) |
(2,510) |
(2,524) |
|
Transactions with owners in own capacity |
|
|
|
|
|
|
|
|
|
Ordinary shares allotted pre-admission |
13 |
652 |
(665) |
- |
- |
- |
- |
- |
|
Ordinary shares issued on admission |
82 |
7,436 |
- |
627 |
- |
- |
- |
8,145 |
|
Share issue costs |
- |
(589) |
- |
- |
- |
- |
- |
(589) |
|
Share based payments |
- |
- |
- |
- |
1,336 |
- |
- |
1,336 |
|
Transactions with owners in own capacity |
95 |
7,499 |
(665) |
627 |
1,336 |
- |
- |
8,892 |
|
Balance at 30 June 2026 |
134 |
7,674 |
- |
627 |
1,336 |
(9) |
(2,718) |
7,044 |
RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2026
|
|
Note |
Unaudited |
Unaudited |
|
|
|
Period ended 2026 |
Period ended |
|
|
|
£'000 |
£'000 |
|
Cash flow from operating activities |
|
|
|
|
Profit / (loss) before taxation for the period |
|
(2,510) |
(13) |
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Adjustments for: |
|
|
|
|
Share based payments |
9 |
1,226 |
- |
|
Foreign exchange gain |
|
(118) |
11 |
|
Changes in working capital: |
|
|
|
|
(Increase) in trade and other receivables |
|
(211) |
(1) |
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(Decrease) in trade and other payables |
|
(11) |
- |
|
Net cash outflow from operating activities |
|
(1,624) |
(3) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Spend on exploration assets |
|
(15) |
- |
|
Net cash flow from investing activities |
|
(15) |
- |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of shares |
|
8,254 |
23 |
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Share issue costs |
|
(479) |
- |
|
Net cash flow from financing activities |
|
7,775 |
23 |
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
6,136 |
20 |
|
Cash and cash equivalents at beginning of the period |
|
493 |
8 |
|
Foreign exchange impact on cash |
|
141 |
(1) |
|
Cash and cash equivalents at end of the period |
|
6,770 |
27 |
RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2026
1. General information
Rift Helium plc (the "Company") was incorporated in England and Wales under the Companies Act 2006 on 26 January 2021 under the name Kidunda Ltd, with registered number 13158110. The Company changed its name to Rift Helium Ltd on 23 May 2025 and on 26 March 2026 re-registered as a public limited company under the name Rift Helium plc.
These condensed consolidated interim financial statements consolidate the Company and its subsidiary Kidunda (TZ) Limited, a company incorporated in the United Republic of Tanzania (together the "Group").
The address of the Company's registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.
The principal activity of the Group is the exploration for and appraisal of primary helium resources. The Group's interests comprise three prospecting licences covering 283 km² of acreage in the Rukwa Basin in south-western Tanzania, known as the Upepo Project, which are held by Kidunda (TZ) Limited.
2. 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.
2.1 Basis of preparation
The unaudited consolidated interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted for use in the United Kingdom.
The interim financial statements do not include all the disclosures that would otherwise be required in a complete set of annual financial statements. The accounting policies applied are consistent with those set out in note 2 to the Historical Financial Information of the Group for the three years ended 31 December 2025, contained in Part III of the Company's admission document dated 16 April 2026, which is available on the Company's website at www.rifthelium.com. These interim financial statements should be read in conjunction with that Historical Financial Information. The policies set out below have been applied for the first time in the current period, no equivalent transactions having arisen in any period covered by the Historical Financial Information.
The interim financial statements are for the six-month period from 1 January 2026 to 30 June 2026 and are unaudited. Comparative information is presented for the six-month period ended 30 June 2025 and, in the statement of financial position, as at 31 December 2025.
The interim financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense, and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the Company is Pounds Sterling and the functional currency of Kidunda (TZ) Limited is the Tanzanian Shilling. The presentational currency of the Group is Pounds Sterling, as this is the functional currency of the parent entity and the currency in which equity fundraising has been undertaken. Amounts have been rounded to the nearest £1,000, consistent with the Company's statutory financial statements for the year ended 31 December 2025.
2.2 Going concern
The Directors have assessed the Group's ability to continue as a going concern and are satisfied that it has adequate resources to continue in operational existence for the foreseeable future. On 22 April 2026, the Company completed its admission to AIM alongside a placing and subscription raising gross proceeds of approximately £8.1 million. At 30 June 2026 the Group held cash of £6.7 million and net current assets of £6.9 million, with no borrowings. The Directors have reviewed cash flow projections covering at least 12 months from the date of approval of these interim financial statements, and are confident in the Group's ability to undertake its planned work programme and meet its liabilities as they fall due and hence continue to adopt the going concern basis of accounting in preparing these interim financial statements.
3. Critical accounting estimates and judgements
In applying the Group's accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other relevant factors, and are reviewed on an ongoing basis. Actual results may differ.
The critical accounting judgements and key sources of estimation uncertainty are those set out in note 2.16 to the Historical Financial Information referred to in note 2, being the recoverability of the Group's exploration and evaluation assets. Share-based payments are an additional source of estimation uncertainty in the current period, no such arrangements having existed in any period covered by the Historical Financial Information. Both are set out below; the recoverability assessment is repeated rather than cross-referred because the Group's prospecting licences expire on 24 October 2026, within the assessment period.
Share-based payments - note 9
Share-based payments granted to Directors and to others providing services similar to those of an employee are measured by reference to the grant-date fair value of the equity instruments, determined using the Black-Scholes model; for other parties IFRS 2 requires measurement at the fair value of the services received, but the broker and adviser warrants were granted in addition to the cash fees payable under the relevant engagement letters and are not attributable to any separately identifiable service, so they too have been measured at grant-date fair value, in accordance with IFRS 2.13A. As the Company's ordinary shares had been admitted to trading for less than three months at the reporting date, expected volatility has been estimated, as IFRS 2 permits, from a basket of comparable listed helium explorers and Tanzanian and African upstream gas companies over windows ending 21 April 2026, giving a range of 91.2% to 100.0%; expected life has been taken as the contractual term of each instrument, between two and ten years, with no early-exercise assumption, which increases the fair values recognised. Judgement is also required in determining whether an instrument is consideration for services, charged to profit or loss, or a cost directly attributable to the issue of new equity and deducted from equity under IAS 32.37 and IAS 32.38: the LTIP options and founder warrants are consideration for services and charged in full to profit or loss, the broker warrants are a direct cost of placing new ordinary shares and deducted from share premium, and the adviser warrants relate to the admission of the Company's share capital to trading rather than to the issue of new shares and are charged to profit or loss. Warrants issued to subscribers in their capacity as investors fall outside the scope of IFRS 2 and no amount has been recognised in respect of them.
Recoverable amount of exploration and evaluation assets - note 7
Exploration and evaluation assets of £151,000 are assessed for impairment under IFRS 6. That assessment requires judgement as to the indicators in IFRS 6, including whether the Group's licences remain in good standing and are expected to be renewed, whether substantive further expenditure is budgeted or planned, and whether exploration results suggest the carrying amount is unlikely to be recovered. At 30 June 2026, the Directors concluded that no indicators of impairment existed: the three prospecting licences remain in good standing and a renewal application is expected to be submitted by 24 September 2026, an independent Competent Person's Report supports gross unrisked prospective resources of approximately 19 Bcf (P50), the environmental and social impact assessment is in its final stages, and a programme of seismic acquisition and exploration drilling is planned. No impairment has been recognised.
Judgement is also required in determining which exploration expenditure meets the criteria for capitalisation under IFRS 6; expenditure that does not meet those criteria is recognised in profit or loss as incurred. Environmental fees of £14,816 incurred in the period in connection with the environmental and social impact assessment have been assessed as meeting those criteria and have been capitalised.
4. Segment reporting
The Group has a single operating segment, being the exploration for and appraisal of primary helium resources. The Board reviews the results and financial position of the Group as a whole; activity in the United Kingdom comprises corporate overhead in support of that single business rather than a separate operating segment. All the Group's non-current assets are located in the United Republic of Tanzania (30 June 2025 and 31 December 2025: all). The Group had no revenue in either period.
5. Administrative expenses
|
|
Unaudited 6 months to 30 June 2026 |
Unaudited 6 months to 30 June 2025 |
|
|
£'000 |
£'000 |
|
AIM admission costs |
1,085 |
- |
|
Directors' Fees and remuneration |
182 |
- |
|
Other administrative expenses |
173 |
- |
|
Professional and consultancy fees |
180 |
2 |
|
|
1,620 |
2 |
AIM admission costs include £171,894 in respect of the adviser warrants granted on admission, being the fair value of instruments granted in connection with the admission of the Company's share capital to trading rather than with the issue of new ordinary shares, see note 9.
6. Loss per share
The calculation for basic and diluted loss per ordinary share is based on the loss for the period attributable to ordinary equity holders for the period and is as follows:
|
|
Unaudited |
Unaudited |
|
|
Period ended |
Period ended |
|
Net (loss) for the period attributable to ordinary equity holders for continuing operations (£'000) |
(2,510) |
(13) |
|
Weighted average number of ordinary shares in issue |
81,453,276 |
34,649,171 |
|
Basic and diluted loss per share for continuing operations (pence) |
(3.08) |
(0.04) |
There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the periods presented.
7. Exploration & evaluation assets
|
|
£'000 |
|
Opening balance - 30 June 2025 |
112 |
|
Exploration expenditure |
20 |
|
Exchange differences on translation |
11 |
|
As at 31 December 2025 |
143 |
|
Opening balance - 1 January 2026 |
143 |
|
Exploration expenditure |
15 |
|
Exchange differences on translation |
(7) |
|
As at 30 June 2026 |
151 |
Exploration and evaluation assets comprise licence and exploration costs capitalised in respect of the Upepo Project. They are held by Kidunda (TZ) Limited and denominated in Tanzanian Shillings and are translated at the closing rate at each reporting date; the Tanzanian Shilling weakened from 3,320.79 to 3,479.00 over the current period, which gives rise to the translation difference. Additions in the current period of £14,816 comprise environmental fees incurred in connection with the environmental and social impact assessment. Additions in the second half of 2025 of £20,470 comprise a payment of TSh69,106,079 to the Mining Commission in respect of the Prospecting Licences. No impairment has been recognised, see note 3.
8. Share capital and share premium
|
|
Ordinary shares |
Share capital |
Share premium |
Total |
|
|
# |
£'000 |
£'000 |
£'000 |
|
As at 30 June 2025 |
36,000,000 |
36 |
133 |
169 |
|
Issue of ordinary shares |
3,000,000 |
3 |
42 |
45 |
|
As at 31 December 2025 |
39,000,000 |
39 |
175 |
214 |
|
Shares allotted on pre-admission subscriptions¹ |
13,300,000 |
13 |
652 |
665 |
|
Placing and subscription on admission² |
80,855,000 |
81 |
8,005 |
8,086 |
|
Consultancy shares³ |
295,000 |
- |
29 |
29 |
|
Loan shares⁴ |
692,041 |
1 |
29 |
30 |
|
Transfer to the capital reduction reserve⁵ |
- |
- |
(627) |
(627) |
|
Share issue costs⁶ |
- |
- |
(589) |
(589) |
|
As at 30 June 2026 |
134,142,041 |
134 |
7,674 |
7,808 |
The ordinary shares have a nominal value of £0.001 each and carry one vote each and equal rights to dividends and to a return of capital. There is a single class of ordinary share.
¹ On 4 February 2026 the Company allotted 13,300,000 ordinary shares at a subscription price of £0.05 per share, in satisfaction of the £665,000 of subscriptions received before 31 December 2025 and recorded as share capital to be issued at that date.
² On 22 April 2026, on admission to AIM, the Company issued 80,855,000 ordinary shares at £0.10 per share, comprising a placing of 68,193,731 shares and a subscription of 12,661,269 shares, raising £8,085,500 before expenses.
³ 295,000 ordinary shares were issued on admission at £0.10 per share to two directors and two external consultants in respect of services rendered, a total of £29,500.
⁴ 692,041 ordinary shares were issued on admission at £0.0425 per share on capitalisation of the loan facility from Cambrian Limited, a total of £29,412.
⁵ The capital reduction reserve of £626,700 arose on the reduction of share premium as approved by shareholders at a general meeting on 27 February 2026.
⁶ Share issue costs of £588,995 being costs directly attributable to the issue of new ordinary shares, have been deducted from share premium. Of that amount, £479,096 was settled in cash and £109,899 represents the fair value of the broker warrants granted on admission and of the warrants granted alongside the pre-IPO subscription, see note 9. Costs attributable to the admission of the Company's share capital to trading, rather than to the issue of new ordinary shares, are recognised in profit or loss within administrative expenses.
9. Share based payments reserve
On 20 and 21 April 2026, immediately before admission, the Company granted share options and warrants over its ordinary shares, all of which vested immediately on admission and were exercisable at 30 June 2026.
|
Instrument |
Number |
Exercise price |
Expiry |
Fair value per unit |
Total fair value £'000 |
Profit or loss £'000 |
Share issue costs £'000 |
|
LTIP options |
2,530,000 |
5p |
20 Apr 2036 |
9.30p |
235 |
235 |
- |
|
LTIP options |
6,707,101 |
10p |
20 Apr 2036 |
8.97p |
602 |
602 |
- |
|
Founder warrants |
3,000,000 |
10p |
21 Apr 2031 |
7.25p |
217 |
217 |
- |
|
Pre-IPO subscriber warrants * |
6,650,000 |
5p |
22 Apr 2028 |
- |
- |
- |
- |
|
Broker warrants - pre-IPO |
141,600 |
5p |
22 Apr 2029 |
7.54p |
11 |
- |
11 |
|
Broker warrants - IPO |
1,564,840 |
10p |
22 Apr 2029 |
6.34p |
99 |
- |
99 |
|
Adviser warrants |
2,371,340 |
10p |
22 Apr 2031 |
7.25p |
172 |
172 |
- |
|
|
22,964,881 |
|
|
|
1,336 |
1,226 |
110 |
* During the period 6,650,000 warrants were issued alongside the pre-IPO share placement on a basis of 1 warrant to be issued for every 2 ordinary shares subscribed for. As the warrants were issued as 'free and attaching' they are considered part of the underlying share and fall outside the scope of IFRS 2 and have not been valued.
The total fair value of £1,336,327 has been credited to the share-based payment reserve. £1,226,428 has been charged to profit or loss, comprising £1,054,534 presented as share-based payments on the face of the statement of comprehensive income, being the founder warrants and both tranches of LTIP options, and £171,894 recognised within administrative expenses in respect of the adviser warrants. The remaining £109,899 has been treated as share issue costs, being a cost directly attributable to the issue of new ordinary shares and deducted from share premium; it forms part of the £588,995 of share issue costs set out in note 8.
Warrants
|
|
As at 30 June 2026 |
||||
|
|
Exercisable Warrants |
Outstanding Warrants |
|||
|
|
Weighted average exercise price |
Number of options |
Weighted average exercise price |
Number of options |
|
|
Brought forward at 1 January 2026 |
- |
- |
- |
- |
|
|
Granted in period |
10p |
6,936,180 |
10p |
6,936,180 |
|
|
Granted in period |
5p |
6,791,600 |
5p |
6,791,600 |
|
|
Exercisable at 30 June 2026 |
7.53p |
13,727,780 |
7.53p |
13,727,780 |
|
Options
|
|
As at 30 June 2026 |
||||
|
|
Exercisable Options |
Outstanding Options |
|||
|
|
Weighted average exercise price |
Number of options |
Weighted average exercise price |
Number of options |
|
|
Brought forward at 1 January 2026 |
- |
- |
- |
- |
|
|
Granted in period |
5p |
2,530,000 |
5p |
2,530,000 |
|
|
Granted in period |
10p |
6,707,101 |
10p |
6,707,101 |
|
|
Exercisable at 30 June 2026 |
8.63p |
9,237,101 |
8.63p |
9,237,101 |
|
10. Events after the reporting period
Community partnership agreement
In July 2026, Kidunda (TZ) Limited entered into a partnership agreement with the Feminist Oriented Movement Initiative to establish a Teen Mothers Empowerment Centre in Ivuna Village, close to the Group's prospecting licences. The agreement forms part of the Group's community engagement programme and provides for the centre to be funded over a 12-month cycle at an approved budget of US$35,000 (approximately £26,000), which will be recognised in profit or loss as incurred. No amount had been incurred at 30 June 2026.
Renewal of the Prospecting Licences
The prospecting licences held by Kidunda (TZ) Limited expire on 24 October 2026 and a renewal application is expected to be submitted by 24 September 2026, which the Directors have no reason to believe will not be granted. The basis for concluding that no impairment of the exploration and evaluation assets arises is set out in note 3, and the going concern assessment in note 2.2.
Other matters
All resolutions proposed at the Annual General Meeting on 8 July 2026 were duly passed, and the Group's operational progress since the reporting date, including completion of the National Environment Management Council's site-verification visit and Technical Advisory Committee review, is described in the Chairman's Statement; neither affects the amounts recognised here.
The Directors do not consider that any other event has occurred between 30 June 2026 and the date of approval of these financial statements requiring adjustment or disclosure.
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