4 June 2026
Richmond Hill Resources Plc.
("Richmond Hill" or the "Company")
Half Year Report
for the six month period ended 31 March 2026
Richmond Hill Resources announce its unaudited interim results for the six
months ended 31 March 2026.
Overview
On 15 October 2025, the Company was admitted to trading on AIM and completed the
acquisition of Bulawayo CC Ventures Ltd, the holder of the Saint Sophie Project
in Quebec, Canada. During the period the Company concentrated on building a
portfolio of prospective Canadian projects and on putting in place the funding
and technical groundwork to advance them. The centrepiece of the half-year was
the acquisition of the Martello Gold Project in Ontario, alongside the continued
advancement of our Saint-Sophie Project in Québec. By the period end the Company
had completed its pre-drill technical programme at Martello, and was poised to
commence its maiden drill programme.
Martello Gold Project (Ontario)
In December 2025 the Company entered into a binding term sheet to acquire the
Martello Gold Project, with the acquisition completed during the period.
Martello comprises 88 mining claims over 4,241 hectares in the Wabigoon
Greenstone Belt, a well-endowed Archean gold terrane south-east of Dryden,
Ontario. The property benefits from existing drilling permits, highway access to
within approximately 10 kilometres and gravel roads within the property, and
good local availability of drill rigs, crews and infrastructure. It hosts three
historical mine shafts and a number of documented gold occurrences, with
historical high-grade grab sampling reported up to 1,050 g/t Au.
During the period a third-party contractor completed a drone-magnetic (DRONE
-MAG) survey over the property and undertook historical data compilation, target
generation and drill-programme planning. As announced on 17 March 2026, this
work positioned the Company to commence its maiden drill programme, which
spudded around the period end and is described under Subsequent Events below.
Saint-Sophie Project (Québec)
The Company's Saint-Sophie Project in Québec was the Company's first natural
resources asset and sits within an established, well-infrastructured mining
jurisdiction. The project provides the Company with copper-gold exposure that
complements the gold focus of Martello, and the Company intends to advance it in
parallel with its Ontario interests.
Corporate and funding
The period saw the Company continue its repositioning towards the natural
resources sector, with the divestment of its legacy beverage-industry interests
ongoing at the period end and expected to complete in due course.
To fund the acquisition of Martello and the planned exploration programme, on 28
January 2026 the Company raised gross proceeds of £600,000 through a placing at
2.6 pence per share, achieving the raise at a premium to the prevailing market
price. A WRAP retail offer announced on 2 February 2026 raised a further £39,000
allowing existing and retail shareholders to participate on the same terms.
Subsequent events
Shortly after the period end the Company executed its maiden diamond drilling
programme at Martello. Seven holes (TB26-001 to TB26-007) were drilled for an
aggregate 1,307 metres, with the programme completing on 14 April 2026 and core
delivered to Winnipeg for analysis. Visual logging of the core identified wide
quartz-feldspar porphyry units, zones of silicification and sulphide-bearing
quartz veining, and intervening mafic units, with several intervals flagged for
assay. These are visual, lithological observations only and are not a guide to
gold grade, which can be determined only by laboratory assay; assay results were
awaited at the date of this report and will be announced once received, verified
and interpreted.
The Company also expanded its land position around Martello. On 22 April 2026
the Company announced the conditional acquisition of the Bartlett mining claims,
together with an associated issue of equity, and, on 23 April 2026, the Company
announced the acquisition of additional mining claims near Martello.
Outlook
The Company's near-term focus is the receipt and interpretation of assay results
from the Martello maiden drilling programme, which is the central catalyst for
the second half of the financial year. In parallel, the Company will continue to
advance Saint-Sophie, integrate its expanded Martello land position, and
progress target generation across the wider property so that it is positioned to
move efficiently onto its next priorities. I would like to thank shareholders
for their continued support and our advisers and on-ground team for their work
during a transformative period.
Reporting currency
As a result of disposing of its US subsidiaries, management no longer believe
that the functional currency of the group is USD and have therefore adopted GBP
as its functional and reporting currencies. The historic numbers in these
statements have therefore been retranslated into GBP accordingly.
Hamish Harris
Chief Executive Officer
RICHMOND HILL RESOURCES PLC (FORMERLY ROGUE BARON PLC)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2026
Note Unaudited Period ended Unaudited Period ended
31 March 2026 31 March 2025 (restated)
£'000 £'000
Share based payments (191) -
Expenses paid in (151) (18)
shares
Other administrative (246) (54)
expenses
Total administrative (588) (72)
expenses
Loss from operations (588) (72)
Finance costs - (1)
Loss before taxation (588) (73)
Tax charge - -
Loss after taxation (588) (73)
Loss from assets - (130)
held for sale
Loss for the year (588) (203)
Other comprehensive
income for the
period
Exchange difference - -
on translating
foreign operations
Total comprehensive (588) (203)
loss for the year,
attributable to
owners of the
company
Total comprehensive
loss attributable to
Non-controlling - (48)
shareholders
Equity holders of (588) (155)
the parent
(588) (203)
Loss per share
Basic and diluted 3 (0.10) (0.20)
earnings per share
(pence) -
attributable to the
shareholders of the
Company from
continuing
operations
Basic and diluted - (0.22)
earnings per share
(pence) -
attributable to the
shareholders of the
Company from
discontinued
operations
Basic and diluted - (0.13)
earnings per share
(pence) -
attributable to the
NCI from
discontinued
operations
RICHMOND HILL RESOURCES PLC (FORMERLY ROGUE BARON PLC)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
Unaudited Audited
31 30 September
March 2025
2026 (restated)
Note £'000 £'000
Non-current
Intangible assets 4 4,035 -
Current assets
Assets held for sale - 10
Other receivables 102 46
Cash and cash equivalents 656 44
Total current assets 758 100
Total assets 4,793 100
Liabilities
Current
Other payables 85 879
Loans payable 5 - 153
Total current liabilities 85 1,032
and total liabilities
Equity
Issued share capital 6 1,241 628
Share premium 6 10,669 5,186
Investment in own shares (59) -
Other reserves 271 81
Exchange reserve 46 46
Retained deficit (7,292) (6,705)
Equity attributable to the 4,876 (764)
equity holders of the
Company
Non-controlling interest (168) (168)
Total equity 4,708 (932)
Total equity and liabilities
4,793 100
RICHMOND HILL RESOURCES PLC (FORMERLY ROGUE BARON PLC)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026
Share capital Share Investment Exchange Retained Total
equity Non Total
premium in own and earnings
attributable -controlling equity
account shares Other to the
interest
reserves owners of
the
company
£'000 £'000 £'000 £'000 £'000 £'000
£'000 £'000
Balance at 1 143 5,254 - 121 (5,763) (245)
(53) (298)
October 2024
(restated)
Share issue 485 31 - - - 516
- 516
Share issue - (99) - - - (99)
- (99)
costs
Transactions 485 (68) - - - 417
- 417
with owners
Loss for the - - - - (155) (155)
(48) (203)
period
Balance at 628 5,186 - 121 (5,918) 17
(101) (84)
31 March
2025
(restated)
Cancellation - - - (2) 2 -
- -
of options
Transactions - - - (2) 2 -
- -
with owners
Loss for the - - - - (789) (789)
(67) (856)
period
Exchange - - - 8 - 8
- 8
difference
on
translating
foreign
operations
Balance at 628 5186 - 127 (6,705) (764)
(168) (932)
30 September
2025
(restated)
Issue of 613 5,781 - - - 6,394
- 6,394
shares
Share issue - (298) - - - (298)
- (298)
costs
Share based - - - 191 - 191
- 191
payments
Shares - - (59) - - (59)
- (59)
purchased by
EBT
Transfer on - - - (1) 1 -
- -
lapse of
warrants
Transactions 613 5,483 (59) 190 1 6,228
6,228
with owners
-
Loss for the - - - - (588) (588)
- (588)
period
Balance at 1,241 10,669 (59) 317 (7,292) 4,876
(168) 4,708
31 March
2026
RICHMOND HILL RESOURCES PLC (FORMERLY ROGUE BARON PLC)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2026
Unaudited Period ended Unaudited Period ended
31 March 2026 31 March 2025 (restated)
£'000 £'000
Operating activities
Loss after tax from (588) (72)
continuing operations
Increase in other (46) (223)
receivables
Expenses settled in 151 18
shares
Share based payments 191 -
Decrease in other (794) (97)
payables
Net cash outflow from (1,086) (374)
operating activities
Investing activities
Investment in licences (110) -
Cash utilised by - (125)
discontinued operations
Net cash outflow from (110) (125)
investing activities
Financing activities
Proceeds from issue of 2,115 498
share capital
Share issue costs (298) (99)
Loans (repaid)/received (9) (14)
Net cash inflow from 1,808 385
financing activities
Net change in cash and 612 (114)
cash equivalents
Cash and cash 44 312
equivalents at beginning
of period
Cash and cash 656 198
equivalents at end of
period
Major non-cash transactions
Acquisition of subsidiaries made in shares 3,925 -
Expenses settled in shares 151 18
Loans converted into shares 144 -
4,220 18
RICHMOND HILL RESOURCES PLC (FORMERLY ROGUE BARON PLC)
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. The
Company's statutory financial statements for the year ended 30 September 2025
have been completed and filed at Companies House.
1. ACCOUNTING POLICIES
Basis of preparation
The Company's ordinary shares are quoted on AIM and the Company applies the
Companies Act 2006 when preparing its annual financial statements.
The annual financial statements for the year ending 30 September 2026 will be
prepared under International Financial Reporting Standards as adopted by the
European Union (IFRS) and the principal accounting policies adopted remain
unchanged from those adopted in preparing its financial statements for the year
ended 30 September 2025. As a result of disposing of its US subsidiaries,
management no longer believe that the functional currency of the group is USD
and have therefore adopted GBP as its functional and reporting currencies. The
historic numbers in these statements have therefore been retranslated into GBP
accordingly.
The accounting policies have been applied consistently throughout the Group for
the purposes of preparation of these condensed consolidated interim financial
statements.
Segmental reporting
An operating segment is a distinguishable component of the Group that engages in
business activities from which it may earn revenues and incur expenses, whose
operating results are regularly reviewed by the Group's Chief Executive Officer
to make decisions about the allocation of resources and assessment of
performance and about which discrete financial information is available.
The Chief Executive Officer reviews financial information for and makes
decisions about the Group's performance as a whole. Losses of £10,000 related to
were generated in Canada in the period (2025: £Nil) and losses of £578,000 were
generated in UK (2025: £73,000). Losses of £Nil relating to discontinued
operations were generated in US (2025: £130,000).
The Group expects to further review its segmental information during the
forthcoming financial year.
Fees and Loans Settled in Shares
Where shares have been issued as consideration for services provided or loans
outstanding, they are measured at fair value. The difference between the
carrying amount of the financial liability (or part thereof) extinguished, and
the fair value of the shares, is recognised in profit or loss.
Employee Benefit Trusts
Employee Benefit Trusts ("EBT") are accounted for under IFRS 10 and are
consolidated on the basis that the parent has control, thus the assets and
liabilities of the EBT are included on the Company balance sheet and shares held
by the EBT in the Company are presented as a deduction from equity.
2. TAXATION
No tax is due for the period as the Company has made a taxable loss. The
Directors expect these losses to be available to offset against future taxable
trading profits. The Group has not recognised any deferred tax asset at 31
March 2026 (31 March 2025: £nil) in respect of these losses on the grounds that
it is uncertain when taxable profits will be generated by the Group to utilise
any such losses.
3. EARNINGS per share
The calculation of the basic earnings per share is based on the loss
attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the period. The impact of the options and warrants on
the loss per share is anti-dilutive. The weighted average number of shares
excludes shares held by an Employee Benefit Trust and has been adjusted for the
issue of shares during the period.
Unaudited Period ended Unaudited Period ended (restated)
31 March 2026 31 March 2025
£'000 £'000
Loss after (588) (73)
taxation
attributable to
the shareholders
of the Company
from continuing
operations
Loss after - (82)
taxation
attributable to
the Company from
discontinued
operations
Loss after - (48)
taxation
attributable to
the NCI from
discontinued
operations
Loss after (588) (203)
taxation - total
Number Number
Weighted average 599,501,939 36,611,968
number of shares
Less weighted (18,283,414) -
average of shares
held by the
Employee Benefit
Trust
Weighted average 581,218,525 36,611,968
number of shares
for calculating
basic earnings
per share
Pence Pence
Basic and diluted (0.10) (0.20)
earnings per
share (pence) -
attributable to
the shareholders
of the Company
from continuing
operations
Basic and diluted 0.00 (0.22)
earnings per
share (pence) -
attributable to
the shareholders
of the Company
from discontinued
operations
Basic and diluted 0.00 (0.13)
earnings per
share (pence) -
attributable to
the NCI from
discontinued
operations
4. INTANGIBLE ASSETS
Licences Total
£'000 £'000
Cost
At 1 October 2024 - -
Additions - -
At 31 March 2025 - -
Additions - -
At 30 September - -
2025
On acquisition of 3,975 3,975
subsidiaries
Investments 60 60
At 31 March 2026 4,035 4,035
Amortisation and
impairment
At 1 October 2024 - -
Impairment - -
At 31 March 2025 - -
Impairment - -
At 30 September - -
2025
Impairment - -
At 31 March 2026 - -
Net book value at 4,035 4,035
31 March 2026
Net book value at - -
30 September 2025
Net book value at - -
31 March 2025
5. LOANS
The movement in loans is shown below.
Unaudited Audited
31 March 2026 30 September 2025 (restated)
Convertible loans £'000 £'000
Balance at beginning of period 112 112
Repaid in shares (112) -
Balance at end of period - 112
Non-convertible loans
Balance at beginning of period 41 52
Loans received - 5
Interest charged - 6
Loans repaid in cash (9) (22)
Loans repaid in shares (32) -
Balance at end of period - 41
6. SHARE CAPITAL
The movement in ordinary shares and share premium in the period was as follows:
Number Nominal Share premium
amount (£'000)
(£'000) (restated)
(restated)
As at 1 October 2024 23,831,044 143 5,254
Shares issued for cash 79,318,595 476 22
Shares issued in payment 1,500,000 9 9
of creditors and services
Share issue costs - - (99)
At 31 March 2025 104,649,639 628 5,186
At 30 September 2025 104,649,639 628 5,186
Share division - (523) -
Shares issued for cash 172,210,089 172 1,943
Shares issued for 353,750,000 354 3,571
acquisitions of
subsidiaries
Shares issued in payment 13,757,201 14 137
of creditors and services
Shares issued in payment 14,476,318 14 130
of loans
Shares issued to EBT 59,421,094 59 -
Share issue costs - - (298)
At 31 March 2026 718,264,341 718 10,669
On 13 October 2025, each Existing Ordinary Share in the issued share capital of
the Company was sub-divided and re-designated into one new Ordinary Share of
£0.001 each and one Deferred Share of £0.005 each.
Total Share capital Number Nominal Share
amount premium
(£'000) (£'000)
Allotted, issued and fully paid
104,649,639 deferred shares of 104,649,639 523 -
0.5p (30 September 2025: Nil)
718,264,341 ordinary shares of 718,264,341 718 10,669
0.1p (30 September 2025:
104,649,639)
822,913,980 1,241 10,669
7. ULTIMATE CONTROLLING PARTY
The Company has no ultimate controlling party
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