Second Interim Financial Results to 31 July 2026
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
30 October 2026
Amigo Resources PLC
("Amigo" or the "Company")
Second Interim Financial Results for the 10 months ended 31 July 2026
Amigo Resources PLC (LSE:AMGO), a company focused on gold and rare earth mining opportunities in Africa, principally in Tanzania and Mauritania, announces its financial results for the ten months ended 31 July 2026.
Interim Management Report
1. Overview and Highlights
1.1 Overview
Since the release of the interim financial results for the six months ended 31 March 2026, Amigo has continued its pivotal transformation. Importantly, following completion of the Scheme of Arrangement and entered a solvent members voluntary liquidation of its legacy financial-services subsidiaries in September 2025, Amigo has:
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repositioned itself as an African natural-resources business focused initially on gold and rare earth opportunities in Africa; |
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changed its name to Amigo Resources plc; |
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secured equity interest in gold operations in Tanzania; and |
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raised capital to support the re-positioning. |
1.2 Highlights
Key achievements for the four months ended 31 July 2026 include:
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Capital Management: |
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Convertible loan note tranche 2 converted at Amigo's option into 125,000,000 shares at the agreed conversion price of 0.3p per share, extinguishing the convertible loan note obligation, with the Group having no borrowings. |
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£3.07 million (US$4.1m) gross proceeds raised through a subscription at 2.2p per share (of which £753k was received after period end), representing a 633% premium to the mandatory convertible loan notes that were issued in November/ December 2025. |
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Tanzania Gold Operations: |
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Kabete Gold Project: mineral licences formally granted and released by the Government of Tanzania, enabling the commencement of on-ground operational and exploration activities. |
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Processing Centre Licenses granted by the Government of Tanzania for Kabete Gold Project and Mojimoto Gold Project, supporting the Company's strategy of establishing scalable mineral processing infrastructure within Tanzania. |
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Corporate: |
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Nathan Boom appointed Chief Executive Officer from 17 July 2026. |
For key achievements for the six months ended 31 March 2026, please refer to the Interim Financial Results for the six months ended 31 March 2026 released on 18 June 2026.
2. Strategy and Funding
2.1 Company Strategy
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Pillar |
Company Strategy |
Strategy Update |
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1 |
Gold production and processing |
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Production-first monetisation. |
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Amigo has successfully demonstrated gold production and processing from its gravity-separation pilot plants. |
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Using existing exploration data, historical tailings and partnerships with artisanal and small-scale miners. |
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After period end, the Company announced that it had accelerated commercial-scale expansion at Kabete and Mojimoto, with the major processing equipment arriving on-site for installation, assembly and commissioning during Quarter 4, 2026 Calendar Year. |
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2 |
Rare earths and critical minerals |
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Providing longer-term strategic upside. |
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After period end, Amigo announced on 28 September 2026 the execution of a Share Purchase Agreement to acquire the Kamiesberg Mineral Sands Project. |
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Target high-demand critical minerals essential to the global EV and electronics supply chains. |
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The Project is expected to produce ilmenite, zircon and rutile, along with Monazite that contains rare earth elements, including magnet rare earth oxides (neodymium, praseodymium, dysprosium oxides) and light rare earth oxides (cerium, lanthanum oxides). |
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3 |
Mining finance |
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Intended to supply capital, market access and operational intelligence to the artisanal sector. |
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The third component is implemented in conjunction with the commissioning of the commercial-scale expansion at Kabete and Mojimoto. |
2.2 Capital Management
On 7 April 2026, Amigo waived all remaining conditions for the full conversion of the Company's remaining mandatory convertible loan notes. This resulted in the convertible loan note tranche 2 being converted at Amigo's option into 125,000,000 shares at the agreed conversion price of 0.3p per share. The conversion extinguished the convertible loan note obligation, and the Group has no borrowings.
On 1 June 2026, Amigo entered subscription agreements with existing and new investors to raise total gross proceeds of £3,073,634.87 through 139,710,676 shares at 2.2p. These new shares were admitted to trading on 8 June 2026. Of the gross proceeds, £753k was outstanding at 31 July 2026 and has since been received.
Significantly, the capital raise was completed at a 633% premium to the mandatory convertible loan notes that were issued in November/ December 2025. The capital allowed the Company to maintain its robust trajectory in Africa while validating the value-accretion achieved since the transition into the mining sector began.
Following the completion of the capital raise the Company's enlarged issued share capital comprised 1,329,798,836 ordinary shares.
3. Tanzanian gold projects and processing
3.1 Kabete Gold
Amigo holds a 51% interest in the Kabete Gold Project, which is located in the Kilindi-Handeni Goldfields, with approximately 159km² of confirmed licence area plus contiguous licences.
During the period, mineral licences were formally granted and released by the Government of Tanzania, enabling the commencement of on-ground operational and exploration activities. Further, Kabete was granted a Processing Centre License by the Government of Tanzania, supporting the Company's strategy of establishing scalable mineral processing infrastructure within Tanzania.
The Company is in the process of reviewing and validating the historical exploration programs completed 167 drill holes totalling approximately 21,400 metres. During June 2026, the Group received the results of 1,500 soil samples with peak gold of 1.03 ppm (1,030 ppb), median 15 ppb and a mean 38.7 ppb. The Kwamsambia-Negero corridor is identified as a priority drill target. Gold-arsenic correlation of 0.388, and whilst these interpretations still require further testing, is interpreted as supporting both free-milling quartz-vein gold and sulphide-associated gold.
Nickel, chromium, cobalt and vanadium anomalies suggest mafic-ultramafic exploration targets, while lanthanum, thorium and uranium anomalies warrant specialist rare-earth investigation. These are preliminary indicators, not established PGM or REE deposits. Initial micro-seismic imaging identified interpreted structural features and shallow anomalies correlating with geochemical targets. Planned work includes expanded imaging, infill soil sampling on a 100 m × 25-50 m grid, trenching, structural mapping, ground magnetics and priority RC drilling.
3.2 Mojimoto Gold
Amigo holds a 50.49% interest in the Mojimoto Gold Project, which is located in Tanzania's Mara Region within the Lake Victoria Gold Belt.
The 30 April program combined micro-seismic surveying, AI-assisted subsurface modelling, soil geochemistry and trenching, identifying nine Primary Mining Licence (PML) areas for follow-up. Across 624 samples, reported ranges were gold 20-580 ppb, arsenic 5-180 ppm, copper 30-240 ppm and silver 0.1-4.5 ppm. Residual gold was also identified in previously worked material. These surface results guide exploration but do not establish subsurface grade, continuity or economic mineralisation.
Afri Core Resources Limited, the Tanzanian subsidiary, is engaging PML holders on agreements supporting funded drilling and potential resource evaluation. Subject to binding agreements being concluded with the PML holders, successful drilling results and regulatory approvals. The processing initiative targets historical material and metallurgical optimisation, incorporating a proprietary gravity module for fine and ultra-fine gold.
During the period, Mojimoto was granted a Processing Centre License by the Government of Tanzania, supporting the Company's strategy of establishing scalable mineral processing infrastructure within Tanzania.
3.3 Gold Production Update
Amigo has successfully demonstrated gold production and processing from its gravity-separation pilot plants that were installed at both Kabete and Mojimoto. During June 2026 the gold projects successfully produced 1kg of gold, ramping up to 5 kgs of gold production in July 2026.
After period end, the Company announced that it had accelerated commercial-scale expansion at Kabete and Mojimoto, with the major processing equipment arriving on-site for installation, assembly and commissioning during Quarter 4, 2026 Calendar Year.
4. Musensi Hill: rare earths and critical minerals
Amigo Resources PLC and AK Corporation to establish a UK-Singapore-Tanzania corporate structure, with respective interests of 51% and 49%, over a contiguous 17.73 km² rare-earth element licence package in south-west Tanzania, comprising Prospecting Licences PL 12668/2024, PL 12667/2024 and PL 12674/2024.
Musensi Hill, Prospecting Licence PL/12668/2024 in the Songwe Region, is an early-stage carbonatite-related exploration project:
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GPS-referenced sampling, structural observations and initial Geological Survey of Tanzania screening supported a preliminary multi-phase alkaline-carbonatite model within granitic and granite-gneiss basement |
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Mapped units include calcitic and ferruginous carbonatites, breccias and volcanic or tuffaceous units |
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Cross-cutting mafic and carbonate dykes indicate multiple intrusive events; potassium-feldspar-rich alteration may represent fenitisation but requires petrographic confirmation |
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Initial observations |
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- |
Major-oxide and selected trace-element XRF screening reported potassium oxide of approximately 9-11.7%, calcium oxide up to 15.1%, phosphorus pentoxide up to 7.29% and strontium up to approximately 7,000 ppm. |
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Other observations included rubidium above 500 ppm, zirconium generally 400-900 ppm, iron oxide up to 19% and vanadium commonly 300-600 ppm, with one approximately 2,600 ppm result requiring repeat analysis and mineralogical investigation. |
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No Mineral Resource or Reserve has been declared at Musensi Hill under a recognised reporting standard. |
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The planned work program includes:
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Full lanthanum-to-lutetium and yttrium analysis; niobium, tantalum and other associated elements; specialist whole-rock analysis; petrography, X-ray diffraction and electron microscopy; QA/QC sampling; integrated geophysics; and three-dimensional modelling. |
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Priority areas combine carbonate-rich rocks, phosphate and strontium enrichment, potassic alteration, brecciation and favourable structures. |
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Results will guide first-pass drill targeting. |
5. Financial Review
5.1 Cash Position and Liquidity (Statement of Financial Position)
At 31 July 2026, the Group held:
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cash and cash equivalents of approximately US$1.1 million; and |
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trade and other receivables of approximately US$1.9 million, which includes US$1.0 million for share subscription proceeds that were received subsequent to period end. |
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Importantly, the Group has no borrowings following Amigo's election to convert the convertible loan note tranche 2 into 125,000,000 shares at the agreed conversion price of 0.3p per share.
Cash received from share issues was US$3,094k, with a further £753k of the June subscription receivable at 31 July 2026, which has since been received.
The Group invested US$563k in plant and paid a further US$157k in advances for capital equipment (included in trade and other receivables, Note 12). It also recognised a provision of US$487k for rehabilitating its two mine sites.
5.2 Operating Performance (Statement of Profit or Loss)
The Group reported:
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loss of US$2.4 million for the four months ended 31 July 2026 (attributable to Amigo: US$2.2 million), and |
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loss of US$4.5 million for the ten months ended 31 July 2026 (attributable to Amigo: US$4.0 million). |
Revenue for the four months was US$70k, all from Kabete's first gold sales. Administrative expenses were US$2,031k, including a non-cash share-based payment expense of US$269k for the shares awarded to a nominee of the Chief Executive Officer. Exploration and evaluation expenditure was US$261k.
During the period, the Group has focused on implementation of its African natural-resources business focused initially on gold and rare earth opportunities in Africa. As announced subsequent to period end, the Group expects to have the commercial-scale expansion processing plants installed and commissioned during Quarter 4, 2026 calendar year.
5.3 Going Concern
The financial statements are prepared on a going concern basis, as set out in Note 2.2.
5.4 Related Party Transactions
Related party transactions in the period, and changes to those described in the last annual report, are set out in Note 20.
6. Outlook and Risk
6.1 Outlook and Strategic Priorities
Amigo is executing a phased, milestone-driven rollout where capital follows asset readiness:
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Outlook |
Strategic Priority |
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Short Term |
Launch commercial-scale gold operations and secure targeted production-ready assets. This includes: |
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Complete the installation and commissioning of the commercial-scale processing plants at Kabete and Mojimoto gold operations |
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Establish and ramp up commercial-scale gold operations at both Kabete and Mojimoto. |
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Enter long-form agreements with STAMICO, subject to the satisfaction of the due diligence requirements of the MOU. |
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Completion of the acquisition of the Kamiesberg Project, subject to the satisfaction of the conditions precedent (which includes shareholder approval, reverse takeover provisions). |
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Maintaining prudent capital allocation while progressing production, development, and exploration activities. |
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Medium Term |
Expand physical production footprint, roll out tailored lending products, and lock in robust international offtake channels. This includes: |
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Defining a JORC-compliant mineral resource estimate for Kabete and Mojimoto, subject to successful exploration outcomes. |
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Evaluate strategic partnerships or joint venture opportunities to de-risk project development. |
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Assess additional acquisition opportunities in stable African mining jurisdictions. |
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Long Term |
Achieve regional replication across the wider East African corridor and solidify our position as a completely integrated mineral ecosystem. Amigo stands at a pivotal inflection point. Supported by national policy tailwinds and a robust resource base, we are committed to delivering sustainable long-term value through operational excellence. |
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6.2 Cautionary Statement
The Company's projects are at an early exploration stage. Activities to date are insufficient to estimate Mineral Resources or Reserves under JORC, NI 43-101, or equivalent reporting standards.
6.3 Principal Risks and Uncertainties
The principal risks are those set out in the H1 FY26 report, updated for the Group's transition towards commercial production:
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Exploration risk: the projects are at an early stage and no JORC-compliant Mineral Resource has yet been defined, so economically viable mineralisation may not be proved. |
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Operational risk: installation and commissioning of the larger plants, recovery rates, throughput, and the reliability of power, water and equipment. |
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Execution risk: acquisitions and developments, including the proposed acquisition of the Kamiesberg project (Note 21), depend on due diligence, regulatory consents, funding and integration. |
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Geopolitical and regulatory risk: the Group operates in emerging jurisdictions, with exposure to changes in licensing, royalties, domestic gold sales requirements and tax. |
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Market risk: movements in the gold price and other commodity prices affect project economics and investor sentiment. |
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Funding risk: the Group intends to raise project funding at subsidiary level; if production ramps up more slowly than planned, further funding may be needed. |
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Partner risk: the Group relies on AK Corporation FZCO as technical partner and operator. |
Approved on 30 October 2026.
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Craig Ransley |
Nathan Boom |
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Executive Chair |
Chief Executive Officer |
Directors' responsibility statement
The directors confirm that, to the best of their knowledge:
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the condensed set of financial statements for the period ended 31 July 2026 has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the United Kingdom, and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; |
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the interim management report includes a fair review of the information required by DTR 4.2.7R: an indication of important events that have occurred during the first ten months of the financial period and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining five months of the financial period; and |
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the interim management report includes a fair review of the information required by DTR 4.2.8R: related party transactions that took place in the first ten months of the financial period and materially affected the financial position or performance of the Group in that period, and any changes in the related party transactions described in the last annual report that could do so. |
Signed on behalf of the Board on 30 October 2026.
|
Craig Ransley |
Jonathan Roe |
|
Executive Chair |
Non-Executive Director |
Condensed consolidated statement of profit or loss and other comprehensive income
for the four months and ten months ended 31 July 2026
|
|
|
4 months to 31 Jul 2026 |
4 months to 31 Jul 2025 |
10 months to 31 Jul 2026 |
10 months to 31 Jul 2025 |
|
|
Notes |
Unaudited US$000 |
Unaudited US$000 (re-presented)* |
Unaudited US$000 |
Unaudited US$000 (re-presented)* |
|
Revenue |
5 |
70 |
- |
70 |
- |
|
Cost of sales |
6 |
(134) |
- |
(134) |
- |
|
Gross loss |
|
(64) |
- |
(64) |
- |
|
Exploration and evaluation expenditure |
9 |
(261) |
- |
(1,040) |
- |
|
Administrative expenses |
6 |
(2,031) |
(56) |
(3,376) |
(189) |
|
Operating loss |
|
(2,356) |
(56) |
(4,480) |
(189) |
|
Finance income |
|
2 |
- |
7 |
- |
|
Finance costs |
|
(10) |
- |
(26) |
- |
|
Foreign exchange losses |
|
(54) |
- |
(33) |
- |
|
Loss before tax |
|
(2,418) |
(56) |
(4,532) |
(189) |
|
Income tax |
7 |
- |
- |
- |
- |
|
Loss for the period from continuing operations |
|
(2,418) |
(56) |
(4,532) |
(189) |
|
Discontinued operation |
|
|
|
|
|
|
Profit for the period from discontinued operation |
2.5 |
- |
28 |
- |
81 |
|
Loss for the period |
|
(2,418) |
(28) |
(4,532) |
(108) |
|
Other comprehensive income |
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
Exchange differences on translation to presentation currency and of foreign operations |
|
55 |
2 |
41 |
(5) |
|
Total comprehensive loss for the period |
|
(2,363) |
(26) |
(4,491) |
(113) |
|
Loss for the period attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(2,230) |
(28) |
(3,958) |
(108) |
|
Non-controlling interests |
17 |
(188) |
- |
(574) |
- |
|
|
|
(2,418) |
(28) |
(4,532) |
(108) |
|
Total comprehensive loss attributable to: |
|
|
|
|
|
|
Owners of the parent |
|
(2,170) |
(26) |
(3,912) |
(113) |
|
Non-controlling interests |
17 |
(193) |
- |
(579) |
- |
|
|
|
(2,363) |
(26) |
(4,491) |
(113) |
|
|
|
|
|
|
|
|
Loss per share attributable to owners of the parent |
|
US cents |
US cents |
US cents |
US cents |
|
Basic and diluted - total |
8 |
(0.178) |
(0.005) |
(0.409) |
(0.019) |
|
Basic and diluted - continuing operations |
8 |
(0.178) |
(0.010) |
(0.409) |
(0.033) |
* Re-presented: the 2025 comparatives are the legacy group (the Company and its consumer-lending subsidiaries), translated into United States dollars at monthly average rates. The consumer-lending business, deconsolidated in September 2025, is shown as a discontinued operation (Note 2.5).
The accompanying notes form part of these condensed consolidated interim financial statements.
Condensed consolidated statement of financial position
as at 31 July 2026
|
|
|
31 Jul 2026 |
30 Sep 2025 |
|
|
Notes |
Unaudited US$000 |
Audited US$000* |
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Capital work in progress |
10 |
1,050 |
- |
|
|
|
1,050 |
- |
|
Current assets |
|
|
|
|
Cash and cash equivalents |
11 |
1,138 |
990 |
|
Trade and other receivables |
12 |
1,941 |
21 |
|
Inventories |
13 |
19 |
- |
|
|
|
3,098 |
1,011 |
|
Total assets |
|
4,148 |
1,011 |
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
Share capital |
16 |
4,455 |
1,920 |
|
Share premium |
16 |
283,968 |
279,883 |
|
Share-based payment reserve |
16 |
269 |
- |
|
Merger reserve |
|
6,361 |
6,361 |
|
Foreign currency translation reserve |
|
46 |
- |
|
Accumulated losses |
|
(292,200) |
(288,242) |
|
|
|
2,899 |
(78) |
|
Non-controlling interests |
17 |
(482) |
- |
|
Total equity |
|
2,417 |
(78) |
|
Non-current liabilities |
|
|
|
|
Provisions |
15 |
487 |
- |
|
Current liabilities |
|
|
|
|
Trade and other payables |
14 |
1,244 |
1,089 |
|
Total liabilities |
|
1,731 |
1,089 |
|
Total equity and liabilities |
|
4,148 |
1,011 |
* Comparative amounts at 30 September 2025 are translated from pounds sterling into United States dollars at US$1.3462 per £1, as described in Note 2.3. The underlying sterling amounts are extracted from the audited financial statements for the period ended 30 September 2025.
The accompanying notes form part of these condensed consolidated interim financial statements.
The condensed consolidated interim financial statements were approved by the Board of Directors on 30 October 2026 and signed on its behalf by:
|
Craig Ransley |
Jonathan Roe |
|
Executive Chair |
Non-Executive Director |
Condensed consolidated statement of changes in equity
for the ten months ended 31 July 2026
|
|
Share capital |
Share premium |
Other reserves |
Merger reserve |
Translation reserve |
Accumulated losses |
Owners total |
NCI |
Total equity |
|
|
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
US$000 |
|
At 1 October 2025 (Note 2.3) |
1,920 |
279,883 |
- |
6,361 |
- |
(288,242) |
(78) |
- |
(78) |
|
Loss for the period (1 Oct 2025 - 31 Mar 2026) |
- |
- |
- |
- |
- |
(1,728) |
(1,728) |
(386) |
(2,114) |
|
Other comprehensive income |
- |
- |
- |
- |
(14) |
- |
(14) |
- |
(14) |
|
Issue of share capital (Note 16) |
1,652 |
368 |
- |
- |
- |
- |
2,020 |
- |
2,020 |
|
Convertible loan notes issued - equity component |
- |
- |
502 |
- |
- |
- |
502 |
- |
502 |
|
Share capital subscribed by NCI on incorporation of subsidiaries |
- |
- |
- |
- |
- |
- |
- |
97 |
97 |
|
At 31 March 2026 (unaudited) |
3,572 |
280,251 |
502 |
6,361 |
(14) |
(289,970) |
702 |
(289) |
413 |
|
Loss for the period (1 Apr - 31 Jul 2026) |
- |
- |
- |
- |
- |
(2,230) |
(2,230) |
(188) |
(2,418) |
|
Other comprehensive income |
- |
- |
- |
- |
60 |
- |
60 |
(5) |
55 |
|
Conversion of CLN tranche 2 (125,000,000 shares) (Note 16) |
418 |
84 |
(502) |
- |
- |
- |
- |
- |
- |
|
Issue of subscription shares (139,710,676 shares) (Note 16) |
465 |
3,633 |
- |
- |
- |
- |
4,098 |
- |
4,098 |
|
Share-based payment (Note 16) |
- |
- |
269 |
- |
- |
- |
269 |
- |
269 |
|
At 31 July 2026 (unaudited) |
4,455 |
283,968 |
269 |
6,361 |
46 |
(292,200) |
2,899 |
(482) |
2,417 |
|
|
|
|
|
|
|
|
|
|
|
|
Comparative period |
|
|
|
|
|
|
|
|
|
|
At 1 October 2024 (re-presented in US$)* |
1,927 |
278,863 |
- |
(396,060) |
- |
115,398 |
128 |
- |
128 |
|
Loss for the period (1 Oct 2024 - 31 Jul 2025) |
- |
- |
- |
- |
- |
(108) |
(108) |
- |
(108) |
|
Other comprehensive income |
- |
- |
- |
- |
(5) |
- |
(5) |
- |
(5) |
|
Cancellation of deferred shares (11 July 2025) |
(13) |
- |
- |
- |
- |
13 |
- |
- |
- |
|
At 31 July 2025 (unaudited, re-presented)* |
1,914 |
278,863 |
- |
(396,060) |
(5) |
115,303 |
15 |
- |
15 |
* The comparative period is the legacy consolidated group. Its equity at 30 September 2024 (share capital £1.4m, share premium £207.9m, merger reserve £(295.3)m, retained earnings £86.0m, total £0.1m) is translated at US$1.3413 per £1; the loss at monthly average rates; the closing balance at US$1.3232. The reserve components differ from those at 1 October 2025, which are the Company's own reserves after the legacy subsidiaries were deconsolidated (Note 2.5).
The accompanying notes form part of these condensed consolidated interim financial statements.
Condensed consolidated statement of cash flows
for the four and ten months ended 31 July 2026
|
|
|
4 months to 31 Jul 2026 |
10 months to 31 Jul 2026 |
10 months to 31 Jul 2025 |
|
|
Notes |
Unaudited US$000 |
Unaudited US$000 |
Unaudited US$000 (re-presented) |
|
Operating activities |
|
|
|
|
|
Loss before tax* |
|
(2,418) |
(4,532) |
(108) |
|
Adjustments for non-cash items: |
|
|
|
|
|
Shares issued for services (fee shares) |
16 |
- |
262 |
- |
|
Share-based payment |
16 |
269 |
269 |
- |
|
Foreign exchange (gains)/losses |
|
54 |
33 |
- |
|
Working capital adjustments: |
|
|
|
|
|
(Increase)/decrease in inventories |
13 |
(19) |
(19) |
- |
|
(Increase)/decrease in trade and other receivables |
|
(458) |
(662) |
- |
|
Increase/(decrease) in trade and other payables |
|
206 |
154 |
- |
|
Decrease in provisions - distributions to Scheme creditors and other working capital |
2.5 |
- |
- |
(57,080) |
|
Net cash flows used in operating activities |
|
(2,366) |
(4,495) |
(57,188) |
|
Investing activities |
|
|
|
|
|
Purchase of property, plant and equipment (capital work in progress) |
10 |
(563) |
(563) |
- |
|
Advances for capital purchases |
12 |
(157) |
(157) |
- |
|
Withdrawals from treasury reserve, restricted scheme account and escrow (discontinued operation) |
2.5 |
- |
- |
30,996 |
|
Net cash flows from/(used in) investing activities |
|
(720) |
(720) |
30,996 |
|
Financing activities |
|
|
|
|
|
Proceeds from issue of shares and convertible loan notes |
|
3,094 |
5,353 |
- |
|
Other equity contributions |
|
- |
- |
- |
|
Net cash flows from financing activities |
|
3,094 |
5,353 |
- |
|
Net increase/(decrease) in cash and cash equivalents |
|
8 |
138 |
(26,192) |
|
Net foreign exchange difference |
|
1 |
10 |
(644) |
|
Cash and cash equivalents at the beginning of the period |
|
1,129 |
990 |
29,728 |
|
Cash and cash equivalents at the end of the period |
|
1,138 |
1,138 |
2,892 |
* 2026: continuing operations. 2025: the legacy group, including the discontinued operation. Operating cash outflows in 2025 were mainly distributions to Scheme creditors from provisions recognised in earlier periods. Cash flows of the discontinued operation are analysed in Note 2.5.
The accompanying notes form part of these condensed consolidated interim financial statements.
Significant non-cash transactions
|
● |
Conversion of CLN tranche 1 (£1,125,000) into 375,000,000 ordinary shares on 28 January 2026, and of CLN tranche 2 (£375,000) into 125,000,000 ordinary shares on 14 April 2026. |
|
● |
Issue of 57,035,200 Fee Shares to Craig Ransley on 24 November 2025, settling a £200,000 success fee. |
|
● |
Shares in Kivuli, Afri Core and Kabete subscribed for by the NCI shareholders (US$97k), which remained unpaid at 31 July 2026 and is included in other receivables. |
|
● |
£753,409 of the June 2026 subscription, recorded in equity at US$1,005k at the date of issue, which had not been received at 31 July 2026. It is included in other receivables at US$1,014k, retranslated at the closing rate (Note 12), and was received after the period end. |
|
● |
Recognition of the mine rehabilitation asset and provision (US$487k at 31 July 2026, Notes 10 and 15). |
Notes to the condensed consolidated interim financial statements
1. Corporate information
Amigo Resources PLC (the Company) is a public limited company incorporated and domiciled in England and Wales (registered number 10024479). It changed its name from Amigo Holdings PLC to Amigo Resources PLC on 2 March 2026. Its ordinary shares are admitted to the Equity Shares (Commercial Companies) category of the Official List and to trading on the Main Market of the London Stock Exchange (LSE: AMGO). The registered office is Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.
The Company and its subsidiaries (together, the Group) explore for gold and rare earth elements, and process and sell gold, principally in Tanzania. The Group's two gold projects are the Kabete Project (Kilindi-Handeni District, Tanga Region) and the Mojimoto Gold Project (Mara Region, Lake Victoria Gold Belt). The legacy consumer-lending subsidiaries entered a solvent members voluntary liquidation and were deconsolidated in September 2025.
The condensed consolidated interim financial statements for the four and ten months ended 31 July 2026 were approved by the Board on 30 October 2026.
2. Basis of preparation and changes to the Group's accounting policies
2.1 Basis of preparation
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the United Kingdom, and with the Disclosure Guidance and Transparency Rules. Because the change of accounting reference date extends the current financial period to fifteen months, they form the second interim report for that period. The current interim period is 1 April to 31 July 2026 (four months) and the year to date is 1 October 2025 to 31 July 2026 (ten months). Comparatives are for the corresponding periods ended 31 July 2025 and, for the statement of financial position, at 30 September 2025.
These statements do not include all the information and disclosures required in annual financial statements. They should be read with the Group's annual financial statements for the eighteen months ended 30 September 2025 and its condensed consolidated interim financial statements for the six months ended 31 March 2026. They are not statutory accounts within the meaning of section 434 of the Companies Act 2006. The statutory accounts for the period ended 30 September 2025 have been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified, included an emphasis of matter drawing attention to their preparation on a basis other than going concern, and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
These condensed consolidated interim financial statements have not been audited or reviewed by the Company's auditor. The Group's operations are not materially affected by seasonality.
The statements are presented in United States dollars (US$) and rounded to the nearest thousand (US$000) except where otherwise indicated. The statement of changes in equity shows the position at 31 March 2026 for reference; the corrections to the amounts previously reported in the H1 FY26 report are set out in Note 2.4.
2.2 Going concern
The directors have assessed the Group's ability to continue as a going concern for at least twelve months from the date these financial statements are approved. Since 1 October 2025 the Company has raised £4.76m from equity: £1.5m through mandatory convertible loan notes, since converted into 500,000,000 shares; £188,100 through the WRAP retail offer; and £3.07m through the subscription at 2.2p per share in June 2026, of which £753k was outstanding at 31 July 2026 and has since been received. Cash received from share issues in the ten months was US$5,353k. Cash at 31 July 2026 was US$1,138k and the Group has no borrowings.
The directors have reviewed cash flow forecasts for at least twelve months from the date of approval. These include gold sales from the Kabete and Mojimoto plants as the larger plants are commissioned, the remaining funding under the Joint Development Agreement with AK Corporation FZCO, planned capital expenditure and corporate costs, and reasonably possible downside scenarios for gold price, throughput and recovery rates. The Group intends to raise funding for individual projects, including the proposed acquisition of the Kamiesberg project (Note 21), at the level of its project subsidiaries. If production increases more slowly than forecast, the directors may need to raise further funds, as the Company has done successfully during the period, or to defer discretionary expenditure.
On this basis the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and these condensed consolidated interim financial statements are prepared on the going concern basis.
2.3 Functional and presentation currency and re-presentation of comparatives
The Company's functional currency is pounds sterling. The functional currency of the subsidiaries in the United Arab Emirates and Singapore is the United States dollar, and of the Tanzanian subsidiaries the Tanzanian shilling.
With effect from 1 October 2025 the Group changed its presentation currency from pounds sterling to United States dollars. The results and financial position of the Company and the Tanzanian subsidiaries, whose functional currencies are pounds sterling and Tanzanian shillings, are translated into United States dollars as follows: assets and liabilities at the closing rate, income and expenses at average rates for the period, and equity at historical rates. The resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences on intragroup monetary balances remain in profit or loss.
The condensed interim financial statements for the six months ended 31 March 2026 described this as a change in the Company's functional currency. It was a change in presentation currency only: the Company's functional currency has remained pounds sterling throughout. The functional currency of the subsidiaries in the United Arab Emirates and Singapore has remained the United States dollar, and that of the Tanzanian subsidiaries the Tanzanian shilling. The 31 March 2026 amounts in these statements are presented on that basis.
A change in presentation currency is applied retrospectively. Comparatives previously presented in pounds sterling have been translated into United States dollars. Because translating equity components at historical rates from incorporation is impracticable, equity at 30 September 2025 has been translated at the rate on that date of US$1.3462 per £1, and the translation reserve starts at nil from 1 October 2025.
2.4 Restatement of previously reported interim financial information (H1 FY26)
The 31 March 2026 amounts used in these statements have been restated. They are rebuilt from the entity trial balances, translated into US$ and rounded to US$000; the H1 FY26 report presented them in US$m to one decimal place. The differences arise from rounding and the translation basis above. In addition, share issue proceeds above nominal value, previously included in share capital, are now presented in share premium (Note 16); total equity is unchanged. The restated loss also excludes a credit of US$13k that the accounting records showed as income in the six months for the cancellation of deferred shares. The shares were cancelled on 11 July 2025, before the start of the period, and the cancellation is reflected in the opening balances (Note 16). The reclassification to share premium and the exclusion of the US$13k credit are corrections of prior-period errors under IAS 8; the remaining differences arise from rounding and the translation basis.
|
US$000 |
Restated |
As previously reported |
Difference |
|
Loss for the six months to 31 March 2026 |
2,114 |
2,200 |
(86) |
|
Total equity at 31 March 2026 |
413 |
400 |
13 |
|
Cash and cash equivalents at 31 March 2026 |
1,129 |
1,100 |
29 |
2.5 Discontinued operation
The legacy consumer-lending business (Amigo Loans Ltd, Amigo Management Services Ltd, Amigo Loans Group Ltd, the Scheme company and the Luxembourg company) completed its Scheme of Arrangement and was placed into solvent liquidation and deconsolidated in September 2025. It is presented as a discontinued operation, and the 2025 comparatives are re-presented accordingly. The comparatives are taken from the legacy group's management accounts. Intragroup items between the Company and the legacy subsidiaries are eliminated.
|
US$000 |
4m to 31 Jul 2025 |
10m to 31 Jul 2025 |
|
|
Result of the discontinued operation - profit after tax* |
28 |
81 |
|
|
Net cash flows from operating activities |
|
(57,080) |
|
|
Net cash flows from investing activities |
|
30,996 |
|
|
Net cash flows from financing activities |
|
- |
|
* Mainly net releases and utilisation of complaints, scheme and onerous-contract provisions, less the costs of running off the business. There was no tax charge. The 30 September 2024 and 31 July 2025 balance sheets of the legacy group showed net assets of £0.1m and £0.01m respectively, as all other assets were held for distribution to Scheme creditors.
2.6 New standards, interpretations and amendments
The accounting policies are the same as those in the annual financial statements for the period ended 30 September 2025, as supplemented in the H1 FY26 interim statements, except for the policies set out in Note 2.7. Amendments to IAS 21 (Lack of Exchangeability) applied for the first time from 1 October 2025 and had no impact. The following have been issued but are not yet applied by the Group. The amendments to IFRS 9 and IFRS 7 (Classification and Measurement of Financial Instruments) and Annual Improvements Volume 11 are effective for annual periods beginning on or after 1 January 2026; because the Group's current fifteen-month financial period began on 1 October 2025, they will first apply to the Group for the financial year beginning 1 January 2027. IFRS 18 Presentation and Disclosure in Financial Statements is effective for annual periods beginning on or after 1 January 2027, subject to UK endorsement, and will also first apply from that date. The Group is assessing their impact.
2.7 Accounting policies adopted following commencement of production
Revenue from contracts with customers. The Group sells gold doré to the Bank of Tanzania and licensed domestic buyers in Tanzania for Tanzanian shillings. Revenue is recognised at a point in time, when control passes to the customer on delivery, and is measured at the consideration receivable net of any refining and assay deductions.
Inventories. Gold on hand and gold in circuit are measured at the lower of weighted-average cost and net realisable value. Cost comprises the direct costs of mining and processing attributable to the gold produced. Net realisable value is the estimated selling price less royalties, government levies and the costs of selling. At 31 July 2026 inventory comprised gold on hand only. Historical stockpiled tailings are not recognised as inventory; the costs of processing the tailings is included in the cost of the gold recovered.
Property, plant and equipment. Plant is stated at cost less accumulated depreciation and impairment. Plant and shafts under construction, plant not yet available for use and advances paid to suppliers for plant are presented as capital work in progress and are not depreciated. They are transferred to the relevant class of property, plant and equipment, and depreciation starts, when they are available for use.
Exploration and evaluation expenditure. Costs incurred before the Group obtains the legal right to explore are expensed. Once that right is obtained, directly attributable expenditure is capitalised by area of interest. To date all exploration and evaluation expenditure has been expensed (Note 9).
Royalties and government levies. Mineral royalties and inspection fees payable to the Government of Tanzania are calculated on the gross value of gold sold and included in cost of sales.
Share-based payments. Shares awarded to employees are measured at their fair value at the grant date. Where there are no vesting conditions, the cost is recognised in profit or loss at the grant date, with a corresponding credit to other reserves.
Revenue-linked Long-Term Incentive Scheme (LTIS). The Executive Chair is entitled to 2.5% of gross revenue derived from mining assets initiated, developed, acquired or financed during his tenure, for 20 years from 1 April 2026. The amount payable on revenue earned in the period is recognised in staff costs as the revenue is earned, with a corresponding accrual. No liability is recognised for revenue not yet earned: no JORC-compliant Mineral Resource has yet been defined, so future mining revenue, and hence the amounts that will become payable on it, cannot be measured reliably. That part of the arrangement is disclosed as a contingent liability (Note 19).
Rehabilitation provisions. A provision is recognised for the estimated cost of rehabilitating land disturbed at each mine and processing site when the disturbance occurs. The cost is capitalised as part of the related asset within capital work in progress and is depreciated with that asset once it is available for use. Changes in the estimate are added to or deducted from the asset. The provision is measured in the functional currency of the subsidiary concerned and is discounted where the effect is material.
3. Significant accounting judgements, estimates and assumptions
In addition to the judgements and estimates in the annual financial statements, the following apply:
Cost of gold on hand (estimate). Gold recovered from reprocessing historical tailings between 24 and 31 July 2026 and unsold at the period end is measured at the direct costs incurred in producing it, estimated at US$19k. Net realisable value is higher than cost (Note 13).
Pilot plants and commencement of production (judgement). The plants installed at Kabete and Mojimoto are pilot plants designed to test the process, and larger plants are now being installed. Management considers that commercial production has not yet commenced. Proceeds from selling gold produced while testing, and the related costs, are recognised in profit or loss, and the pilot plants are not yet depreciated.
LTIS (judgement). Amounts payable on revenue earned to date are accrued (US$2k at 31 July 2026). Management concluded that, without a JORC-compliant resource, the obligation relating to future revenue cannot be measured reliably, so it is disclosed as a contingent liability rather than recognised as a provision.
Rehabilitation provision (estimate). The pilot plants at Kabete and Mojimoto used gravity separation only. Management has estimated the cost of rehabilitation at TZS 645.4 million for each site (TZS 1,291 million in total) (Note 15). The provision is expected to increase as the larger commercial plants are installed, and the estimate will be revisited at that time.
Functional currency (judgement). The Company's functional currency is pounds sterling: its costs, shareholder funding and listing are sterling-based. The Tanzanian subsidiaries sell gold domestically for Tanzanian shillings, so their functional currency is the shilling. Both positions will be reassessed as the Group's United States dollar-denominated activities grow.
Control of subsidiaries owned 50.49% to 51% (judgement). The Group controls Kivuli Holdings Ltd, Kabete Minerals Company Ltd and Afri Core Resources Ltd through its 50.49% to 51% equity interests, which carry the majority of voting rights.
Exchange rates (estimate). Tanzanian shilling balances are translated at the Bank of Tanzania mean rate at 31 July 2026 of TZS 2,649.75 per US$1, and income and expenses at the average of its daily mean rates for 1 April to 31 July 2026 of TZS 2,614.37 per US$1, the period in which the Tanzanian subsidiaries' local operations took place.
4. Segment information
The Group's chief operating decision maker reviews the business in two segments: Gold - Tanzania (Kabete, Mojimoto and Amigo Prime TZ) and Corporate (holding and financing activities in the United Kingdom, the United Arab Emirates and Singapore). Consolidation adjustments affecting profit or loss are included in Corporate; segment assets and liabilities include the adjustments relating to each segment.
|
US$000 |
Gold - Tanzania |
Corporate |
Total |
|
Four months to 31 July 2026 |
|
|
|
|
Revenue from external customers |
70 |
- |
70 |
|
Loss before tax |
(469) |
(1,949) |
(2,418) |
|
Capital expenditure |
563 |
- |
563 |
|
Ten months to 31 July 2026 |
|
|
|
|
Revenue from external customers |
70 |
- |
70 |
|
Loss before tax |
(1,248) |
(3,284) |
(4,532) |
|
Capital expenditure |
563 |
- |
563 |
|
At 31 July 2026 |
|
|
|
|
Segment assets |
1,812 |
2,336 |
4,148 |
|
Segment liabilities |
526 |
1,205 |
1,731 |
The Group had no gold operations before 2026, so all continuing activity in the four and ten months to 31 July 2025 was Corporate (loss before tax US$56k and US$189k respectively).
5. Revenue
|
US$000 |
4m to 31 Jul 2026 |
4m to 31 Jul 2025 |
10m to 31 Jul 2026 |
10m to 31 Jul 2025 |
|
Gold sales - Tanzania |
70 |
- |
70 |
- |
Revenue is from sales of gold doré to the Bank of Tanzania and licensed domestic buyers, recognised at a point in time.
6. Expenses
|
US$000 |
4m to 31 Jul 2026 |
4m to 31 Jul 2025 |
10m to 31 Jul 2026 |
10m to 31 Jul 2025 |
|
Cost of sales |
|
|
|
|
|
Ore tailings, processing and site costs |
(131) |
- |
(131) |
- |
|
Royalties and government levies |
(3) |
- |
(3) |
- |
|
|
(134) |
- |
(134) |
- |
|
Administrative expenses |
|
|
|
|
|
Staff costs |
(1,184) |
(11) |
(1,772) |
(85) |
|
Professional and consultancy fees |
(415) |
(45) |
(1,110) |
(101) |
|
Travel and accommodation |
(368) |
- |
(402) |
- |
|
Licences, permits and regulatory fees |
(15) |
- |
(15) |
- |
|
Other administrative expenses |
(49) |
- |
(77) |
(3) |
|
|
(2,031) |
(56) |
(3,376) |
(189) |
Staff costs include a share-based payment charge of £200,000 (US$269k) for the shares awarded to a nominee of the Chief Executive Officer (Note 16) and US$2k accrued under the LTIS (Note 19). Professional and consultancy fees include £200,000 (US$263k) settled by the Fee Shares issued to the Executive Chair in November 2025. The 2025 administrative expenses are the Company's own costs; the legacy subsidiaries' costs are within the discontinued operation (Note 2.5).
7. Income tax
No tax charge arises: the Group is loss-making in all jurisdictions. No deferred tax asset is recognised for United Kingdom or Tanzanian tax losses because it is not yet probable that future taxable profits will be available.
8. Loss per share
Basic loss per share is the loss attributable to owners of the parent divided by the weighted average number of ordinary shares. Shares issuable on the mandatory conversion of the convertible loan notes are included from the date the contract was entered into. Because the Group made a loss, any further shares that could be issued would reduce the loss per share, so they are ignored and diluted loss per share is the same as basic loss per share.
|
|
4m to 31 Jul 2026 |
4m to 31 Jul 2025 |
10m to 31 Jul 2026 |
10m to 31 Jul 2025 |
|
Loss attributable to owners (US$000) |
(2,230) |
(28) |
(3,958) |
(108) |
|
of which continuing operations |
(2,230) |
(56) |
(3,958) |
(189) |
|
Weighted average number of shares (000) |
1,251,927 |
570,353 |
967,177 |
570,353 |
|
Basic and diluted loss per share (US cents) |
(0.178) |
(0.005) |
(0.409) |
(0.019) |
|
of which continuing operations (US cents) |
(0.178) |
(0.010) |
(0.409) |
(0.033) |
The ten-month weighted average uses the H1 weighted average as published (776.3m shares). The H1 FY26 report calculated loss per share on the total loss including non-controlling interests. The figures here use the loss attributable to owners of the parent.
9. Exploration and evaluation expenditure
No exploration and evaluation expenditure has been capitalised. Expenditure of US$261k in the four months (ten months: US$1,040k) has been expensed. It mainly comprises exploration and mobilisation services provided under the Joint Development Agreement with AK Corporation FZCO, together with drilling and field costs.
10. Capital work in progress
|
US$000 |
31 Jul 2026 |
30 Sep 2025 |
|
Plant and shafts under construction |
242 |
- |
|
Advances paid for plant |
321 |
- |
|
Mine rehabilitation asset (Note 15) |
487 |
- |
|
Gold operations - capital work in progress |
1,050 |
- |
All plant additions were made in the four months to 31 July 2026 (30 September 2025: nil). The rehabilitation asset is the cost of the rehabilitation provision recognised on 1 April 2026 (Note 15) and is a non-cash addition. The assets are not yet available for use in the manner intended by management - the pilot plants are used to test the process and the larger plants are being installed - so no depreciation has been charged. They will be transferred to property, plant and equipment when commissioned.
11. Cash and cash equivalents
|
US$000 |
31 Jul 2026 |
30 Sep 2025 |
|
Cash at bank |
1,138 |
990 |
Cash is held with banks in the United Kingdom, the United Arab Emirates, Singapore and Tanzania, in pounds sterling, United States dollars and Tanzanian shillings.
12. Trade and other receivables
|
US$000 |
31 Jul 2026 |
30 Sep 2025 |
|
Prepayments and advances |
294 |
4 |
|
Other receivables |
1,647 |
17 |
|
|
1,941 |
21 |
Other receivables include £753k (US$1,014k at the closing rate; US$1,005k at the date of issue) of the June 2026 share subscription that was outstanding at 31 July 2026 and has since been received; an advance of £191,805 (US$258k) to the Executive Chair (Note 20); and US$97k due from the minority shareholders of Kivuli, Kabete and Afri Core for their share of those companies' share capital, which has not yet been paid. Advances are amounts advanced by Kabete and Afri Core to Triton Mining Limited (US$141k) and others for deposits advanced for capital equipment.
The Group applies the IFRS 9 expected credit loss model to other receivables. The subscription receivable has been received since the period end. The advance to the Executive Chair and the amounts due from the minority shareholders have the means to settle them and are to be settled during the current financial year, being on or before 31 December 2026. Supplier advances relate to capital equipment delivered after the period end. On this basis expected credit losses are not material and no loss allowance has been recognised.
13. Inventories
|
US$000 |
|
31 Jul 2026 |
30 Sep 2025 |
|
Gold on hand - at cost |
|
19 |
- |
Gold on hand was recovered from reprocessing historical tailings at Kabete and Mojimoto in late July 2026 and was unsold at 31 July 2026. It is measured at cost, which is lower than net realisable value.
14. Trade and other payables
|
US$000 |
31 Jul 2026 |
30 Sep 2025 |
|
Trade payables, accruals and other payables |
404 |
95 |
|
Amounts owed to legacy group companies (in liquidation) |
840 |
994 |
|
|
1,244 |
1,089 |
Amounts owed to legacy group companies are balances with Amigo Management Services Ltd and Amigo Loans Ltd (both in liquidation) and other creditors of the legacy business. Those companies were deconsolidated when they entered solvent liquidation in September 2025 and are no longer members of the Group, so the balances are not eliminated on consolidation and are treated as third-party balances. Accruals include US$2k payable under the LTIS on revenue earned to 31 July 2026 (Note 19).
15. Provisions
Mine rehabilitation. The Group's Tanzanian gold operations (Kabete and Mojimoto) have installed pilot plants with gravity separation only. The Group estimates that the rehabilitation cost at each operation is TZS 645.4 million (total TZS 1,291 million), which was recognised on 1 April 2026. Translated at the closing rate, the provision for rehabilitation at 31 July 2026 is US$487k. The provision is expected to be used at the end of each site's operating life. The Group notes that as part of the installation of the larger commercial plants, the provision for rehabilitation is expected to increase.
No other provisions are recognised at 31 July 2026 (30 September 2025: nil).
16. Share capital and reserves
|
Ordinary shares of 0.25p each, allotted and fully paid |
Number |
Share capital US$000 |
Share premium US$000 |
|
At 30 September 2025 |
570,352,960 |
1,920 |
279,883 |
|
Fee Shares - 24 November 2025 at 0.3507p (£200,000 fee settled) |
57,035,200 |
187 |
75 |
|
WRAP retail offer - 24 December 2025 at 0.3p (£188,100) |
62,700,000 |
210 |
42 |
|
Convertible loan notes tranche 1 - 28 January 2026 at 0.3p (£1,125,000) |
375,000,000 |
1,255 |
251 |
|
At 31 March 2026 |
1,065,088,160 |
3,572 |
280,251 |
|
Convertible loan notes tranche 2 - 14 April 2026 at 0.3p (£375,000) |
125,000,000 |
418 |
84 |
|
Subscription shares - 8 June 2026 at 2.2p (£3,073,635) |
139,710,676 |
465 |
3,633 |
|
At 31 July 2026 |
1,329,798,836 |
4,455 |
283,968 |
Shares are recorded in share capital at their nominal value of 0.25p, with the excess of the issue price over nominal value in share premium. The H1 FY26 report included the full proceeds of shares issued between 1 October 2025 and 31 March 2026 in share capital; the excess of US$368k is now presented in share premium. On conversion of the second tranche of convertible loan notes, the convertible loan note reserve of US$502k was transferred to share capital (US$418k) and share premium (US$84k). The 41,000 deferred shares of 24p each were cancelled on 11 July 2025, before the start of the period, and are not included in share capital at 30 September 2025.
Other reserves at 31 July 2026 comprise the share-based payment reserve. On 17 July 2026 the Company awarded 10,000,000 ordinary shares to a nominee of Nathan Boom on his appointment as Chief Executive Officer, with no vesting conditions. The fair value of the award, US$269k, is recognised in staff costs. The shares were issued to a nominee on 14 September 2026 (Note 21).
No dividends were paid or proposed.
17. Group information and non-controlling interests
|
Subsidiary |
Country |
Principal activity |
Effective interest 31 Jul 2026 |
31 Mar 2026 |
30 Sep 2025 |
|
Amigo Capital FZE |
United Arab Emirates |
Holding company |
100% |
100% |
- |
|
Azima Holdings Ltd |
United Arab Emirates |
Holding company |
100% |
100% |
- |
|
Kivuli Holdings Ltd |
United Arab Emirates |
Holding company |
51% |
51% |
- |
|
Kabete Minerals Company Ltd |
Tanzania |
Gold exploration and processing - Kabete |
51% |
51% |
- |
|
Afri Core Resources Ltd |
Tanzania |
Gold exploration and processing - Mojimoto |
50.49% |
50.49% |
- |
|
Amigo Prime Pte Ltd |
Singapore |
Group treasury |
100% |
- |
- |
|
Amigo Prime TZ Ltd |
Tanzania |
Services |
100% |
- |
- |
|
Amigo Prime Investments FZE |
United Arab Emirates |
Holding company |
100% |
- |
- |
|
Amigo London Ltd |
United Kingdom |
Holding company |
100% |
- |
- |
|
Rare Earths Development Pte Ltd |
Singapore |
Holding company |
100% |
- |
- |
Kivuli Holdings Ltd is 51% owned by Amigo Capital FZE, which is wholly owned by the Company; the other 49% is ultimately held by Anil Kumar Reddy Yerrapareddy. Kabete Minerals Company Ltd is 51% owned by Azima Holdings Ltd, which is wholly owned by Amigo Capital FZE; 28% is ultimately owned by Joas Muganyizi Kabete and 21% by Anil Kumar Reddy Yerrapareddy. Afri Core Resources Ltd is 99% held by Kivuli Holdings Ltd and 1% ultimately held by Anil Kumar Reddy Yerrapareddy, giving the Group an effective interest of 50.49%.
Loss attributable to non-controlling interests: four months US$188k (Afri Core US$50k, Kabete US$138k); ten months US$574k. Total comprehensive loss attributable to non-controlling interests, including their share of exchange differences on translation (US$5k): four months US$193k; ten months US$579k. The non-controlling interests' deficit at 31 July 2026 is US$482k (31 March 2026: US$289k; 30 September 2025: nil). Losses of the subsidiaries are attributed to the non-controlling interests in proportion to their ownership interests, as required by IFRS 10, even where this results in a deficit balance.
18. Financial instruments - fair values
|
Carrying amount (US$000) |
|
31 Jul 2026 |
30 Sep 2025 |
|
Financial assets at amortised cost |
|
|
|
|
Other receivables (excl. prepayments and advances) |
|
1,647 |
17 |
|
Cash and cash equivalents |
|
1,138 |
990 |
|
Financial liabilities at amortised cost |
|
|
|
|
Trade and other payables (excl. taxation) |
|
(950) |
(1,089) |
The carrying amounts are a reasonable approximation of fair value. No financial instruments are measured at fair value.
19. Commitments and contingencies
Contingent liability: Long-Term Incentive Scheme
On 18 March 2026 the Board approved a Long-Term Incentive Scheme under which the Executive Chair, Craig Ransley, is entitled to 2.5% of gross revenue derived from all mining assets initiated, developed, acquired or financed during his tenure. The entitlement runs for 20 years from 1 April 2026, is guaranteed by the Company, and on 23 March 2026 was assigned to Stellar Royale Pte Ltd, a company wholly owned by Mr Ransley. No JORC-compliant Mineral Resource has been defined at either project, so future mining revenue, and the amounts that will become payable on it, cannot be measured reliably. No liability is recognised for revenue not yet earned, and that part of the arrangement is a contingent liability. Amounts payable on revenue earned to date are accrued as the revenue is earned: US$1,752 on gold sold to 31 July 2026, included in staff costs (Note 6) and accruals (Note 14).
Commitments
|
● |
Capital commitments for the larger plants, contracted but not provided for, are estimated at up to US$1.635m at 31 July 2026. |
20. Related party transactions
|
● |
Craig Ransley (Executive Chair): a £200,000 success fee settled on 24 November 2025 by the issue of 57,035,200 Fee Shares; and the LTIS, assigned to Stellar Royale Pte Ltd (Note 19), under which US$2k was accrued at 31 July 2026 and nothing was paid in the period. On 23 June 2026 the Company paid Mr Ransley an advance of £191,805. The advance is interest-free and was outstanding at 31 July 2026 (US$258k, included in other receivables, Note 12). The advance was approved by the Board prior to being advanced and is to be settled during the current financial year, being on or before 31 December 2026. |
|
● |
Nathan Boom (Chief Executive Officer from 17 July 2026): 10,000,000 ordinary shares awarded on appointment to his nominee, with a fair value of US$269k, issued to his nominee on 14 September 2026 (Note 16). |
|
● |
AK Corporation FZCO: technical partner and counterparty to the Joint Development Agreement. Its founder and ultimate beneficial owner, Anil Kumar Reddy Yerrapareddy, was appointed Chief Executive Officer of African Mining Operations on 30 March 2026. AK Corporation provides exploration and mobilisation services to the Tanzanian subsidiaries under that agreement. The Tanzanian subsidiaries owed Mr Yerrapareddy TZS 1.8m (US$1k) at 31 July 2026 for cash he deposited into their bank accounts. Mr Yerrapareddy also ultimately holds the non-controlling interests of 49% in Kivuli Holdings Ltd, 21% in Kabete Minerals Company Ltd and 1% in Afri Core Resources Ltd (Note 17). |
21. Events after the reporting period
The following events occurred after 31 July 2026. They are non-adjusting events.
|
● |
Proposed acquisition of the Kamiesberg Mineral Sands Project. On 28 September 2026 the Group, through Rare Earths Development Pte Ltd, signed a share purchase agreement to acquire 100% of Zirco Resources (SA) Holdings (Pty) Ltd and Cyndara 14 (Pty) Ltd, which together own Zirco Roode, the holder of the Kamiesberg Mineral Sands Project in the Northern Cape, South Africa. The consideration is US$33 million on a cash-free, debt-free basis, subject to working capital adjustments, to be funded from internal resources and debt or equity raised by Rare Earths Development Pte Ltd, in which the Group intends to hold 51%. Binding funding commitments for the consideration has not been secured at the date of approval of these statements. The acquisition is a reverse takeover under the UK Listing Rules. Completion is conditional on shareholder approval, publication of a prospectus and circular, re-admission of the Company's shares, and consent of South Africa's Minister of Mineral Resources and Energy under section 11 of the Mineral and Petroleum Resources Development Act. The long-stop date is 31 March 2027 and completion is targeted by 31 January 2027. The acquisition had not completed when these statements were approved, so the initial accounting is not yet available. |
|
● |
Graphite tailings memorandum of understanding. On 21 August 2026 the Company signed a memorandum of understanding with the State Mining Corporation of Tanzania (STAMICO) to assess a graphite tailings recovery project at Mererani. It is non-binding, except for exclusivity, confidentiality and costs. The Group will fund the technical due diligence. |
|
● |
Issue of shares. On 14 September 2026, 10,000,000 new ordinary shares of 0.25p each were issued to a nominee of Nathan Boom, Chief Executive Officer, in settlement of the share award made on his appointment on 17 July 2026 (Note 16). |
|
● |
Board. Peter Bird was appointed a non-executive director on 7 October 2026. Nicholas Beal resigned as a director on 28 October 2026 but remains Company Secretary. |
Contacts
|
Amigo Resources PLC |
investors@amigo.me |
|
Craig Ransley |
Executive Chair |
|
Nathan Boom |
Chief Executive Officer |
About Amigo Resources PLC
Amigo is a public limited company registered in England and Wales with registered number 10024479. Amigo is focussed on gold and rare earth mining opportunities in Africa. The Amigo Shares are listed on the Official List of the Financial Conduct Authority and traded on the Main Market of the London Stock Exchange.
Important Notice & Caution Regarding Forward-Looking Statements
This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
This announcement contains forward-looking statements concerning Amigo Resources PLC. Forward-looking statements are not statements of historical fact, and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties, and other factors. Forward-looking statements in this document are based on Amigo's beliefs, opinions, and estimates as of the dates the forward-looking statements are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions, or estimates should change or to reflect other future developments.
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