Annual Financial Report

Tomahawk Metals PLC

30 October 2026

 

30 October 2026

TOMAHAWK METALS PLC

("Tomahawk" or the "Company")

Annual Report and Accounts for the Year Ended 30 April 2026

Tomahawk Metals Plc (AQSE: TMHK), formerly Shortwave Life Sciences Plc, the natural resources company focused on the acquisition, exploration and development of precious and critical mineral assets in Western Australia and Slovakia, announces its final results for the year ended 30 April 2026.

Financial Highlights

●         Revenue of £nil for the year (2025: £45,700), reflecting the Group’s transition away from its former media, events and sponsorship activities.

●         Operating loss of £348,033 (2025: £269,811).

●         Statutory loss before tax of £3,164,684 (2025: £281,414), principally reflecting a non-cash impairment of intangible assets of £2,811,780 (2025: £11,603).

●         Net assets of £195,264 at 30 April 2026 (2025: £2,420,768).

●         Cash and cash equivalents of £114,377 at 30 April 2026 (2025: £2,912).

●         Basic loss per share of £0.0568 (2025: £0.0069).

Operational Highlights

●         Completion of a comprehensive strategic review, resulting in the Group’s extension into the natural resources sector with a focus on precious and critical minerals.

●         Exclusive option agreements entered into on 20 April 2026 over a portfolio of gold and antimony assets in Slovakia and the Saturn Gold Project in Western Australia.

●         Appointment of Keith Coughlan to the Board, bringing significant international experience in the funding, acquisition and development of mineral resource projects.

●         £215,000 raised in April 2026 at 1.5 pence per share to support the Group’s expanded strategy and provide additional working capital.

Post Period End Highlights

●         Change of name from Shortwave Life Sciences Plc to Tomahawk Metals Plc and adoption of the AQSE ticker TMHK (13 May 2026).

●         Completion of the acquisition of 100% of the Saturn Gold Project, Western Australia.

●         Encouraging initial high-grade surface gold assay results at Saturn, including 38.16 g/t Au and 44.85 g/t Au.

●         Transfer of three principal exploration licences in Slovakia into Tomahawk Metals Slovakia

●         Placing and subscription in September 2026 raising £137,000 (before costs) through the issue of 13,700,000 new ordinary shares of £0.01 each, together with the grant of warrants to participating investors.

●         Engagement of SRK Consulting in connection with a Competent Person’s Report, and preparatory work in connection with a potential future admission to AIM.

●         Appointment of First Sentinel Corporate Finance Limited as the Company’s Aquis Corporate Adviser (September 2026).

Statement by Rolf Gerritsen, Executive Chairman of Tomahawk:

Tomahawk Metals Plc, formerly Shortwave Life Sciences Plc (AQSE: TMHK), is pleased to present the Group and Parent Company results for the financial year ended 30 April 2026.

The year under review represented a period of significant transition for the Group. During the majority of the financial year, the Group operated as Shortwave Life Sciences Plc and focused principally on developing innovative therapies for mental health conditions, with an initial emphasis on eating disorders and anorexia nervosa.

During the year, the Board undertook a comprehensive review of the Group’s strategy, capital requirements and opportunities to create sustainable long-term shareholder value. While the Group continued to support its existing life sciences activities, increasingly challenging conditions within the early-stage biotechnology and psychedelic medicine markets led the Board to consider opportunities beyond its existing operating model.

This review culminated in April 2026 with the decision to extend the Group’s operational activities into the natural resources sector, with a particular focus on precious and critical minerals.

 

On 20 April 2026, the Group entered into exclusive option agreements covering a portfolio of gold and antimony assets in Slovakia and the Saturn Gold Project in Western Australia. Keith Coughlan was also appointed to the Board, bringing significant international experience in the funding, acquisition and development of mineral resource projects.

In April 2026, the Group raised £215,000 at 1.5 pence per share to support its expanded strategy and provide additional working capital.

During the majority of the financial year, the Group continued to advance and evaluate its proprietary buccal-film drug-delivery platform and associated programme targeting anorexia nervosa, while maintaining a streamlined operating structure and conserving capital. As part of the April 2026 strategic review, the Board announced its intention to explore the disposal of its clinical assets, allowing the Group to direct future capital and management resources towards its emerging natural resources portfolio.

Following the financial year end, the transition accelerated significantly. On 13 May 2026, the Parent Company changed its name from Shortwave Life Sciences Plc to Tomahawk Metals Plc and adopted the AQSE ticker TMHK, reflecting its strategy of building and developing a portfolio of precious and critical mineral assets.

 

Since then, the Group has completed the acquisition of the Saturn Gold Project in Western Australia, progressed its Slovakian gold and antimony portfolio, undertaken initial exploration activities and strengthened its operational and technical capabilities in both jurisdictions.

The Board believes these developments represent the beginning of a new chapter for the Group and provide a platform from which Tomahawk can pursue long-term value creation through disciplined acquisition, exploration and development.

 

 

STRATEGIC REPORT

We are pleased to present the results for Tomahawk Metals Plc, formerly Shortwave Life Sciences Plc (the “Parent Company”) and its subsidiary (“the Group”) for the year ended 30 April 2026.

 

This was an important year of transition for the Group.

 

For the majority of the period, the Group continued to operate as Shortwave Life Sciences Plc, with its activities centred on the development of innovative therapies for mental health conditions and, in particular, its proprietary drug-delivery programme targeting anorexia nervosa.

 

During the first half of the year, the Group maintained a disciplined approach to expenditure while continuing work on intellectual property management, analysis of existing preclinical data, product profiling and clinical planning.

 

The Group also undertook a broader strategic and governance review. Rolf Gerritsen was appointed Executive Chairman during the period and the Board considered a range of alternatives intended to strengthen the Group's capital position and create sustainable long-term shareholder value.

 

As this review progressed, the Board became increasingly conscious of the challenges facing early-stage biotechnology and psychedelic drug development businesses, particularly the substantial capital requirements, extended development timelines and uncertain pathways to commercialisation.

 

Against this background, the Board evaluated opportunities outside the Group's existing life sciences activities.

 

This process resulted in a significant strategic decision in April 2026 to extend the Group's operational activities into natural resources, specifically precious and critical minerals.

 

The Group entered into option agreements covering the Saturn Gold Project in Western Australia and a portfolio of gold, antimony and polymetallic assets in Slovakia. Keith Coughlan joined the Board, bringing extensive experience in international mineral development and capital markets, while Ron Lipsky stepped down following his contribution to the Group's clinical development programme.

 

The Group also announced a £215,000 fundraising to provide working capital and support implementation of the revised strategy.

 

These developments occurred immediately before the financial year end and therefore their financial impact on the period under review was limited. Strategically, however, they represented the beginning of a fundamental transformation of the Group.

Post year end

Following the year end, the Board moved quickly to implement this strategy.

 

In May 2026, the Parent Company changed its name to Tomahawk Metals Plc, reflecting its new strategic direction. The Board also determined not to proceed with its proposed Digital Asset Treasury strategy, allowing the Group to focus its resources on developing its natural resources portfolio.

 

The Group subsequently completed the acquisition of 100% of the Saturn Gold Project in Western Australia and advanced the acquisition and transfer of its Slovakian gold and antimony licences.

 

Initial exploration at Saturn has produced encouraging high-grade surface gold results, including a primary rock-chip assay of 38.16 g/t Au and a repeat assay of 44.85 g/t Au. These results, together with extensive historical workings and quartz veining identified across the licence area, provide a compelling basis for the next stage of systematic exploration.

 

In Slovakia, detailed historical data compilation and 3-D modelling have been completed and three principal exploration licences — Poproč, Lom and Strieborná — have been transferred into Tomahawk Metals Slovakia. The Group is progressing additional licence applications and technical work across the portfolio.

 

The Group has also engaged SRK Consulting in connection with a Competent Person's Report and has commenced preparatory work associated with a potential future AIM admission.

 

The Board believes Tomahawk now has the foundations of an attractive natural resources platform with exposure to gold and antimony across two established mining jurisdictions.

 

Our immediate priority is execution: advancing exploration at Saturn, systematically evaluating the Slovakian portfolio, maintaining disciplined capital allocation and continuing to assess opportunities capable of strengthening the Group's portfolio.

 

The Board would like to thank shareholders for their continued support during what has been a period of considerable change for the Group.

Outlook and prospects

Tomahawk enters the new financial year with a fundamentally different strategy and asset base from that with which the Group entered the previous period.

 

The Board's objective is to build a focused natural resources company capable of creating shareholder value through the acquisition, exploration and development of precious and critical mineral assets.

 

The Group's initial portfolio provides exposure to two commodities which the Board believes offer attractive long-term fundamentals: gold and antimony.

 

Gold continues to play an important role as a monetary and investment asset and remains one of the world's most established mineral commodities. Antimony, meanwhile, has important industrial and strategic applications and is recognised as a critical raw material by major Western economies. The Group believes this combination creates an attractive basis from which to develop its portfolio.

 

At the Saturn Gold Project in Western Australia, the Group's immediate objective is to build upon the encouraging results of its initial field programme. Systematic geological mapping and sampling will be used to better understand the scale, geometry and continuity of the mineralised structures identified to date and to develop targets for potential drill testing.

 

In Slovakia, the Group's focus is on integrating the extensive historical geological information with modern technical analysis. The transfer of the Poproč, Lom and Strieborná licences represents an important milestone, while the ongoing Zalomy and Zlata Bana applications provide potential additional scale.

 

The Group's technical work, including the Competent Person's Report being undertaken with SRK Consulting, will help determine priorities for future exploration expenditure and development.

 

Tomahawk will maintain a disciplined approach to capital allocation. The Group intends to prioritise expenditure capable of generating meaningful technical information and increasing the value of its existing assets while continuing to assess additional opportunities where the Board believes there is a compelling strategic and financial rationale.

 

The Board also continues to evaluate the most appropriate capital-market structure for the Group's future development, including preparatory work associated with a potential admission to AIM.

 

The Directors believe that the combination of an expanding asset portfolio, encouraging initial exploration results, experienced technical partners and exposure to strategically important commodities provides Tomahawk with a strong foundation for its next stage of development.

Financial Review

Tomahawk Metals Plc is pleased to announce the Group’s annual results for the year to 30 April 2026.

 

Revenue was £nil for the year (2025: £45,700) following the Group’s transition away from its former media, events and sponsorship activities and its change of strategic focus. Accordingly, gross profit was £nil (2025: £45,400). Administrative expenses increased by £82,187 to £346,531 (2025: £264,344), principally reflecting an increase in consultancy fees to £207,315 (2025: £6,244). No amortisation charge was recognised in the year (2025: £94,004). A non-cash share-based payment charge of £1,502 was recognised (2025: £50,867).

 

The Group recorded an operating loss of £348,033 (2025: £269,811). A non-cash write down of impairment of intangible assets of £2,811,780 (2025: £11,603), together with a £4,871 loss on current-asset investments, resulted in a statutory loss before tax of £3,164,684 (2025: £281,414). The basic loss per share was £0.0568 (2025: £0.0069).

 

At 30 April 2026, the Group reported net assets of £195,264 (2025: £2,420,768) and cash and cash equivalents of £114,377 (2025: £2,912). Non-current assets of £55,000 (2025: £2,811,780) comprised option fees relating to mining projects in Slovakia and Australia. Trade and other receivables were £146,884 (2025: £23,795), and trade and other payables were £120,997 (2025: £98,812). The Awakn investment had been disposed of in the prior year and had a carrying value of £nil at both reporting dates.

 

During the year, the Group initially issued 164,316,008 shares from fundraising activities, bringing the total number of shares in issue to 542,606,770. In December 2025, the Company completed a share consolidation, following which 54,260,677 consolidated shares were in issue. In April 2026, the Company issued a further 18,885,239 shares through fundraising activities (2025: 16,515,098 ordinary shares issued in connection with deferred consideration arrangements in 2024).

 

The Group used £302,395 of cash in operating activities (2025: £98,322) and £4,871 in investing activities (2025: £28,934 generated). Net proceeds from financing activities were £418,731 (2025: £nil), and cash and cash equivalents increased to £114,377 at 30 April 2026. The Directors’ cash-flow forecast indicates that further funding will be required during the forecast period. Although fundraising activities are ongoing, the absence of committed funding creates a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.

 

The Group had 73,145,916 ordinary shares in issue at 30 April 2026.

Going Concern

The Independent Auditor’s Report on the Group’s financial statements for the year is unqualified but includes a material uncertainty disclosure in relation to going concern, reflecting the Group’s need to secure further funding within the next twelve months. Since the year end, the Company has raised £137,000 (before costs) through a placing and subscription completed in September 2026, and the Directors continue to evaluate further fundraising opportunities to support the Group’s working capital requirements.

 

Further details are set out in the financial statements below.

Tomahawk Metals Plc
Rolf Gerritsen	[phone]	[e-mail]
First Sentinel Corporate Finance Limited	[phone]
(Aquis Corporate Adviser)
Gabrielle Cordeiro		[e-mail]

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		2026	2025
	Note	£	£
Revenue	3	-	45,700
Cost of sales		-	(300)
Gross profit		-	45,400
Administrative expenses	4, 5	(346,531)	(264,344)
Share based payments		(1,502)	(50,867)
Operating loss		(348,033)	(269,811)
Impairment of intangible assets	9	(2,811,780)	(11,603)
Loss on current asset investments		(4,871)	-
Loss on ordinary activities before taxation		(3,164,684)	(281,414)
Tax credit	7	318,907	24,423
Total comprehensive loss for the financial year		(2,845,777)	(256,991)
Basic loss per share attributable to owners of the Group	8	(0.0568)	(0.0069)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		2026	2025
	Note	£	£
Non-current assets
Intangible assets	9	55,000	2,811,780
Total non-current assets		55,000	2,811,780
Current assets
Cash and cash equivalents	11	114,377	2,912
Trade and other receivables	12	146,884	23,795
Total current assets		261,261	26,707
Current liabilities
Trade and other payables	13	(120,997)	(98,812)
Total liabilities		(120,997)	(98,812)
Net current assets		140,264	(72,105)
Total assets less current liabilities		195,264	2,739,675
Provisions for liabilities
Deferred tax	7	-	(318,907)
Net assets		195,264	2,420,768
Issued capital and reserves attributable to owners of the parent
Issued share capital	14	544,496	378,290
Share premium		4,731,158	4,278,594
Share based payments reserve		639,532	866,222
Retained earnings		(5,719,923)	(3,102,338)
Total equity		195,263	2,420,768

COMPANY STATEMENT OF FINANCIAL POSITION

		2026	2025
	Note	£	£
Non-current assets
Intangible assets	9	55,000	-
Investments	10	1	2,767,143
Total non-current assets		55,001	2,767,143
Current assets
Cash and cash equivalents	11	113,342	1,816
Trade and other receivables	12	147,012	23,923
Total current assets		260,354	25,739
Current liabilities
Trade and other payables	13	(121,126)	(98,941)
Total liabilities		(121,126)	(98,941)
Net current assets		139,228	(73,202)
Net assets		194,229	2,693,941
Issued capital and reserves attributable to owners of the parent
Issued share capital	14	544,496	378,290
Share premium		4,731,158	4,278,594
Share based payments reserve		639,532	866,222
Retained earnings		(5,720,958)	(2,829,165)
Total equity		194,228	2,693,941

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		Share capital	Share premium	Share based payments reserve	Retained earnings	Total equity
		£	£	£	£	£
Transactions with equity owners
As at 30 April 2024		378,290	4,278,594	844,948	(2,874,940)	2,626,892
Transactions with equity owners
Share-based payments		-	-	50,867	-	50,867
Lapsed options		-	-	(29,593)	29,593	-
Loss for the year		-	-	-	(256,991)	(256,991)
As at 30 April 2025		378,290	4,278,594	866,222	(3,102,338)	2,420,768
Transactions with equity owners
Ordinary & Deferred shares issued		166,206	452,564	-	-	618,770
Share-based payments		-	-	1,502	-	1,502
Lapsed options		-	-	(228,192)	228,192	-
Loss for the year		-	-	-	(2,845,777)	(2,845,777)
As at 30 April 2026		544,496	4,731,158	639,532	(5,719,923)	195,263

COMPANY STATEMENT OF CHANGES IN EQUITY

			Share capital	Share premium	Share based payments reserve	Retained earnings	Total equity
			£	£	£	£	£
Transactions with equity owners
As at 30 April 2024			378,290	4,278,594	844,949	(2,699,148)	2,802,685
Share-based payments			-	-	50,866	-	50,866
Lapsed Options			-	-	(29,593)	29,593	-
Loss for the year			-	-	-	(159,610)	(159,610)
As at 30 April 2025			378,290	4,278,594	866,222	(2,829,165)	2,693,941
Ordinary & Deferred shares issued			166,206	452,564	-	-	618,770
Share-based payments			-	-	1,502	-	1,502
Lapsed options			-	-	(228,192)	228,192	-
Loss for the year			-	-	-	(3,119,985)	(3,119,985)
As at 30 April 2026			544,496	4,731,158	639,532	(5,720,958)	194,228

CONSOLIDATED AND PARENT COMPANY STATEMENT OF CASHFLOWS   

			Group  2026	Group  2025
	Note		£	£
Cash flows from operating activities
Loss before tax			(2,845,777)	(256,991)
Adjusted for:
Impairment of intangible asset	9		2,811,780	11,603
Amortisation of intangible assets			-	94,004
Disposal of intangible assets			-	(175)
Disposal of investment			4,871	12,603
Share-based payment charges – share options, warrants and services			156,542	50,867
Increase/Decrease in trade and other receivables	12		(123,089)	(7,169)
Increase/Decrease in trade and other payables	13		12,185	21,359
Tax credit			(318,907)	(24,423)
Net cash used in operating activities			(302,395)	(98,322)
Cash flows from investing activities
Purchase of investments			(20,000)	-
Proceeds from sale of intangible assets			-	8,333
Proceeds from sale of investments			15,129	20,601
Net cash generated from/(used in) investing activities			(4,871)	28,934
Cash flows from financing activities
Proceeds from the issue of shares	14		454,031	-
Shares issuance costs			(35,300)	-
Net cash generated from financing activities			418,731	-
Net increase in cash and cash equivalents			111,465	(69,388)
Cash and cash equivalents at beginning of year			2,912	72,300
Cash and cash equivalents at end of year			114,377	2,912

 

END