28 August 2026
Serval Resources PLC
("Serval" or the "Company")
Interim Results for the Six Months Ended 31 May 2026
Serval Resources Plc (AIM:SRVL), a company focused on building an independent
copper and future metals developer, is pleased to present its interim results
for Serval Resources plc (AIM: SRVL) for the six-month period ended 31 May 2026
("H1 2026" or the "Period").
Director's Statement
A number of key milestones were achieved during H1 2026 which have cemented the
Company's position as an independent copper and associated future metals
explorer and developer.
On 27 April 2026, the Company completed the acquisition of Kalahari Copper
Limited ("KCL") and simultaneously its admission of its Enlarged Issued Share
Capital to trading on the AIM market of the London Stock Exchange and,
consequently an official change of name from Oscillate PLC to Serval Resources
Plc, together (the "Transaction"). The Transaction incorporated an associated
equity fundraise and retail offer raising c.£3 million, a considerable
achievement given the volatile geopolitical backdrop, engendered by the recent
outbreak of war in Iran, and a testament to the quality of our assets and
management team.
The acquisition of KCL has established the Company as a large landholder in two
emerging copper belts: the Kaoko Basin in Namibia and the Kalahari Copper Belt
in Botswana, both of which are under-explored in comparison to their
prospectivity. Both regions hold similarities to the prolific Central African
Copper Belt that runs through Zambia and the Democratic Republic of Congo, and
have the potential for new sedimentary copper discoveries of significance, with
the opportunity for strategic metal by-products such as silver.
The Company's portfolio is also enhanced by exposure to the Duékoué project,
which is the subject of a Joint Venture Partnership and earn-in agreement with
La Minière de L'Eléphant SARL ("Laminele"). This project is strategically
located on the Archean-Proterozoic boundary in Côte d'Ivoire, where discoveries
are exhibiting significant iron oxide copper gold ("IOCG") and porphyry system
characteristics, similar to leading deposits in Brazil and Australia.
Sustainability and responsible business practices remain integral to Serval's
approach. We continue to engage constructively with local communities,
regulators and other stakeholders, recognising that responsible stewardship is
fundamental to the successful development of our projects and to maintaining our
social licence to operate. The Company has further implemented appropriate
health, safety and environmental systems and procedures in order to ensure safe
operations and to minimise its impact both on the environment and local
communities.
Looking ahead to the second half of the financial year, the Company is focused
on delivering the next phase of its work programmes, utilising a combination of
geological mapping, geophysics and soil sampling in order to build an
understanding of the known mineralisation within our licences. This multi
-dataset approach will significantly de-risk future drilling by improving the
definition of mineralised corridors and will allow for our first drilling
programme in Namibia before the end of the year. The Board believe these
activities have the potential to generate important value drivers over the
coming months and further demonstrate the quality of our asset base.
Copper market fundamentals remain compelling, underpinned by long-term demand
growth driven by electrification, renewable energy infrastructure and the
continued expansion of global power networks. The supply-side constraints
evident throughout 2025 have continued into 2026, reinforcing the positive
structural outlook for copper, as constrained supply is expected to coincide
with a significant increase in demand. Against this backdrop, the Board believes
high-quality copper projects will continue to play an important role in meeting
future global demand.
On behalf of the Board, I would like to thank our employees, partners and
shareholders for their continued commitment and support. We remain confident in
the Company's strategy and are committed to building long-term value for all our
stakeholders as we continue to advance our highly prospective portfolio. With
that in mind, we look forward to updating the market on our progress across the
portfolio in September 2026.
These interim results have not been audited.
Robin Birchall
Chief Executive Officer, Serval Resources PLC
The Directors of the Company accept responsibility for the content of this
announcement.
Enquiries:
Serval Company Robin + 44 (0) 7711 313 019
ResourcesPlc Birchall
robin.birchall@servalresources.com
IR Cathy +44 (0) 7876 796 629
Malins
cathy.malins@servalresources.com
SP Angel Nominated Charlie +44 (0) 20 3470 0470
Corporate Advisor and Bouverat
Finance LLP Broker
David
Hignell
Devik
Mehta
AlbR Capital Joint Lucy +44 (0) 20 7469 0930
Limited Corporate Williams
Broker
Duncan
Vasey
Tavistock PR Charles +44 (0) 20 7920 3150
Communications Vivian
Eliza
Logan
Consolidated Statement of Comprehensive Income for the six months ended 31 May
2026
Notes Six months to Six months to
31 May 2026 31 May 2025
Unaudited Unaudited
£ £
Administrative expenses (573,174) (201,660)
Pre-acquisition exploration 8 (137,431) -
and evaluation expenditure
AIM admission costs (668,582) -
Share based payments 13 (678,309) -
Fair value loss on listed - (4,330)
investments
Operating Loss (2,057,496) (205,990)
Profit on sale of current 11 22,430 -
asset investments
Loss on sale of listed 11 (73,736) -
investments
Fair value gain on current 11 232,301 -
asset investments
Loss on extinguishment of 14 (138,738)
convertible[TH1][CD2] loan
Finance income 3,451 14,522
Foreign exchange loss (850) -
Loss before finance costs (2,012,638) (191,468)
Finance costs (73,991) -
Loss after finance costs (2,086,629) (191,468)
Taxation - -
Total comprehensive loss (2,086,629) (191,468)
for the period
Basic and diluted earnings 6 (0.08) (0.02)
per share
Operations are classed as continuing.
The notes below form part of these financial statements.
Consolidated Statement of Financial Position as at 31 May 2026
Notes Six months to Year ended 30 November 2025
31 May 2026 Audited
Unaudited
£ £
Assets
Non-current
assets
Exploration and 8 5,134,695 -
evaluation
assets
Investments 10 80,917 470,917
5,215,612 470,917
Current assets
Short-term 11 579,179 168,914
investments
Trade and other 324,904 339,745
receivables
Cash and cash 2,365,877 218,624
equivalents
3,269,960 727,283
Total assets 8,485,572 1,198,200
Current
liabilities
Trade and other (920,475) (287,301)
payables
(920,475) (287,301)
Non-current
liabilities
Deferred 9 (1,667,553) -
consideration
payable
(1,667,553) -
Total (2,588,028) (287,301)
liabilities
Net assets 5,897,544 910,899
Capital and
reserves
Share capital 12 1,376,602 1,249,797
Share premium 13,572,782 7,454,635
Other reserves 1,279,239 450,917
Retained losses (10,331,079) (8,244,450)
Total equity 5,897,544 910,899
The notes below form part of these financial statements.
Consolidated Statement of Cash Flows for the six months ended 31 May 2026
Six months Six months to 31 May 2025
to 31 May
2026
Notes Unaudited Unaudited
£ £
Cash from operating
activities
Loss for the period (2,086,629) (191,468)
Adjustments for:
Finance income (3,451) (14,522)
Finance costs 73,991 -
Share based payments 13 678,309 -
Loss on extinguishment of 14 138,738 -
convertible loan
Loss on sale of listed 11 73,736 -
investments
Profit on sale of current 11 (22,430) -
asset investments
Fair value gain on current 11 (232,301) -
asset investments
Fair value loss on listed - 4,330
investments
(1,380,037) (201,660)
Increase in trade and other (234,030) (224,586)
receivables
Increase / (decrease) in 633,174 (13,637)
trade and other payables
Net cash used in operating (980,893) (439,883)
activities
Cash flow from investing
activities
Acquisition of exploration 14 (80,000) -
licences
Proceeds on disposal of 19,600 15,048
investments
Interest income 3,451 14,522
Net cash used in investing (56,949) 29,570
activities
Cash flows from financing
activities
Proceeds from issue of 14 2,890,263 -
shares net of share issue
costs
Proceeds from issue of 294,832 -
convertible loan notes
Net cash generated from 3,185,095 -
financing activities
Net cash flow for the 2,147,253 (410,313)
period
Cash and cash equivalents 218,624 1,563,612
at beginning of period
Cash and cash equivalents 2,365,877 1,153,299
at end of period
The notes below form part of these financial statements.
Consolidated Statement of Changes in Equity for the six months ended 31 May 2026
Company Share Share Other Retained Total
capital premium reserves losses
£ £ £ £ £
Balance at 1 1,249,797 7,454,635 450,917 (8,244,450) 910,899
December 2025
Loss for the - - - (2,086,629) (2,086,629)
period
Total - - - (2,086,629) (2,086,629)
comprehensive
loss
Shares issued 126,805 6,118,147 - - 6,244,952
net of share
issue costs
Share based - - 326,104 - 326,104
payments
Warrants issued - - 502,218 - 502,218
as part of
acquisition
Total 126,805 6,118,147 828,322 - 7,073,274
transactions
with owners
recognised
directly in
equity
Balance at 31 1,376,602 13,572,782 1,279,239 (10,331,079) 5,897,544
May 2026
Balance at 1 1,249,797 7,454,635 450,917 (7,396,974) 1,758,375
December 2024
Loss for the - - - (191,468) (191,468)
period
Total - - - (191,468) (191,468)
comprehensive
loss
Balance at 31 1,249,797 7,454,635 450,917 (7,588,442) 1,566,907
May 2025
The notes below form part of these financial statements.
Notes to the Interim Results for the six months ended 31 May 2026
1. General information
Serval Resources Plc is a public limited company limited by shares and
incorporated in England and Wales. The Company's registered number is 06010900
and registered office address is Level 2, 8 Bishopsgate, London, EC2N 4BQ.
The Company's shares are traded on the AIM Market under ticker SRVL and ISIN
number GB00BVRY1W08.
2. Basis of Preparation
These condensed consolidated interim financial statements for the six months
ended 31 May 2026 have been prepared in accordance with IAS 34 Interim Financial
Reporting as adopted for use in the United Kingdom and the recognition and
measurement requirements of UK-adopted international accounting standards.
The financial information does not constitute statutory accounts within the
meaning of section 434 of the Companies Act 2006. The interim financial
statements are unaudited and have not been reviewed by the Company's auditor.
The Group's most recent annual financial statements for the year ended 30
November 2025 were prepared under FRS 102. These interim financial statements
are the Group's first interim financial statements prepared under UK-adopted
international accounting standards. As the Group's first annual financial
statements under UK-adopted international accounting standards for the year
ending 30 November 2026 have not yet been issued, the material accounting
policies applied in preparing these interim financial statements are set out in
note 4.
The financial statements have been prepared on a going concern basis under the
historical cost convention, except for financial instruments measured at fair
value. The interim financial statements are presented in pounds sterling, the
Group's functional and presentation currency.
3. Transition to IFRS
The Group has adopted UK-adopted international accounting standards for the
first time in preparing these condensed consolidated interim financial
statements. The Group's first annual financial statements prepared under UK
-adopted international accounting standards will be for the year ending 30
November 2026. The date of transition is 1 December 2024, being the beginning of
the earliest comparative period presented.
In preparing its opening statement of financial position under UK-adopted
international accounting standards, the Group has applied IFRS 1 First-time
Adoption of International Financial Reporting Standards. The Group has applied
the accounting policies set out in note 4 consistently to all periods presented
in these interim financial statements and in preparing the opening IFRS
statement of financial position at the date of transition.
Management has assessed the differences between FRS 102 and UK-adopted
international accounting standards applicable to the Group's assets,
liabilities, equity, income and expenses. Based on that assessment, no
adjustments were required to equity at the date of transition, equity at 30
November 2025, or loss and total comprehensive loss for the six months ended 31
May 2025. The reconciliations required by IFRS 1 are set out below.
Reconciliation of equity from FRS 102 to UK-adopted international accounting
standards:
£
Equity reported under FRS 102 at 1 December 1,758,375
2024
Transition adjustments -
Equity reported under UK-adopted 1,758,375
international accounting standards at 1
December 2024
£
Equity reported under FRS 102 at 30 910,899
November 2025
Transition adjustments -
Equity reported under UK-adopted 910,899
international accounting standards at 30
November 2025
Reconciliation of total comprehensive loss from FRS 102 to UK-adopted
international accounting standards:
£
Loss and total comprehensive loss reported under FRS 102 for the six 191,468
months ended 31 May 2025:
Transition adjustments -
Loss and total comprehensive loss under UK-adopted international 191,468
accounting standards for the six months ended 31 May 2025
The adoption of UK-adopted international accounting standards has not affected
the Group's reported cash flows for the comparative period, although certain
line item descriptions and classifications have been amended to reflect IFRS
terminology.
4. Significant Accounting Policies
The accounting policies applied in these condensed consolidated interim
financial statements are those that management expects to apply in the Group's
first annual financial statements prepared under UK-adopted international
accounting standards for the year ending 30 November 2026. As the Group's
previously issued annual financial statements were prepared under FRS 102, the
material accounting policies applied in preparing these interim financial
statements are set out below.
Basis of Consolidation
The Group's interim financial statements include the Company and its controlled
subsidiaries. Control exists when the Group has power over the investee,
exposure or rights to variable returns, and the ability to use its power to
affect those returns. Subsidiaries are consolidated from the date control is
obtained and deconsolidated from the date control ceases.
All intra-group balances, transactions and unrealised gains or losses are
eliminated on consolidation. The results of subsidiaries acquired or disposed of
during the period are included in profit or loss from the effective date of
acquisition or until the effective date of disposal.
Given the Group's status as an exploration company, entities holding exploration
licences or conducting exploration activities are fully consolidated where the
Group controls them, even if they have no revenue-generating operations.
Asset Acquisitions vs Business Combinations
The Group assesses each transaction involving the purchase of companies or
portfolios of exploration licences to determine whether it represents a business
combination under IFRS 3 or an asset acquisition.
A transaction is treated as a business combination only when the Group acquires
a business, defined as an integrated set of inputs and substantive processes
capable of producing outputs. The Group considers whether the acquired set
includes a workforce, operational processes, technical capability, or other
elements necessary to create economic benefits.
Where the acquired assets are limited to exploration licences and related minor
working capital, with no employees, no substantive processes, and no operational
capability, the transaction is accounted for as an asset acquisition. In such
cases, the optional concentration test under IFRS 3 is applied; if substantially
all of the fair value is concentrated in a single identifiable asset (or group
of similar assets), the transaction is not a business.
For asset acquisitions, consideration transferred is allocated to the
identifiable assets acquired on a relative fair value basis. Transaction costs
are capitalised as part of the cost of the assets. Contingent consideration is
recognised only when payable.
For business combinations, the Group applies the acquisition method under IFRS
3, recognising goodwill, fair-valuing identifiable assets and liabilities,
expensing acquisition-related costs, and measuring contingent consideration at
fair value on initial recognition.
Exploration and Evaluation Assets
Exploration and evaluation expenditure is accounted for in accordance with IFRS
6 Exploration for and Evaluation of Mineral Resources. Expenditure is
capitalised as an exploration and evaluation asset when the Group has obtained
legal rights to explore a specific area and the expenditure is directly
attributable to the exploration and evaluation of mineral resources in that
area.
Capitalised exploration and evaluation expenditure includes licence acquisition
costs, geological and geophysical costs, sampling and drilling costs, directly
attributable technical and professional costs and other costs directly
attributable to evaluating the technical feasibility and commercial viability of
extracting mineral resources.
Exploration and evaluation assets are carried at cost less accumulated
impairment losses. They are not amortised while the assets remain in the
exploration and evaluation phase. Expenditure incurred before the Group obtains
the legal right to explore a licence area is expensed as incurred unless it
forms part of the cost of acquiring an asset.
Impairment of Exploration and Evaluation Assets
Exploration and evaluation assets are assessed for impairment when facts and
circumstances indicate that the carrying amount may exceed recoverable amount.
Indicators include, but are not limited to, expiry or expected non-renewal of
exploration rights, substantive expenditure on further exploration no longer
being budgeted or planned, exploration results not supporting the continuation
of activities, or sufficient data indicating that the carrying amount is
unlikely to be recovered in full from successful development or sale.
Where an impairment indicator exists, the Group performs an impairment test in
accordance with IAS 36 Impairment of Assets. For the purposes of impairment
testing, exploration and evaluation assets are allocated to the relevant cash
-generating unit or group of cash-generating units.
Deferred Consideration
Deferred consideration arising from business combinations or asset acquisitions
is recognised at fair value at the acquisition date and classified as either a
financial liability or equity in accordance with IAS 32, based on the substance
of the contractual terms. Where deferred consideration is classified as a
financial liability, it is subsequently measured at amortised cost under IFRS 9,
with any unwinding of discount recognised in profit or loss. Changes in the
estimated amount or timing of payments are recognised in profit or loss when the
liability is remeasured. Deferred consideration classified as equity is not
remeasured after initial recognition, and settlement is accounted for within
equity.
Financial Instruments
Financial assets and liabilities are recognised when the Group enters into the
contractual terms of the instrument and are measured at amortised cost in
accordance with IFRS 9; the Group applies the expected credit loss model to
receivables, classifies financial liabilities under IAS 32 based on the
substance of the arrangement, and offsets financial assets and liabilities only
when a legally enforceable right exists; the Group's financial instruments are
limited to cash, receivables and payables, and the nature of these instruments
means that the requirements of IFRS 7 relating to financial risk and fair value
measurement are not significant for the Group.
The Company does not hold any derivatives or complex financial instruments.
Share Based Payments (IFRS 2)
The Company occasionally issues options or warrants to directors and service
providers/officers of the Company. The fair value is estimated as at the issue
date using either a Monte Carlo or Black-Scholes model, considering the terms
and conditions upon which the options and warrants were granted.
When the options or warrants are exercised, the Company issues new shares. The
proceeds received net of any attributable transaction costs are credited to
share capital (nominal value) and share premium.
Current / Non-Current Classification
Assets and liabilities are classified as current or non-current in accordance
with IAS 1. An asset is classified as current when it is expected to be realised
within twelve months, is held primarily for trading, or is cash and cash
equivalents not restricted from use. All other assets are classified as
non-current.
A liability is classified as current when it is due to be settled within twelve
months, the Group does not have an unconditional right to defer settlement for
at least twelve months, or it is held for trading. All other liabilities are
classified as non-current.
For exploration-stage entities, exploration and evaluation assets, property,
plant and equipment, and long-term provisions are typically non-current, while
trade payables, short-term accruals, and working-capital balances are current.
Management reviews expected settlement and realisation dates at each reporting
period to ensure appropriate classification.
Taxation
Income tax expense represents the sum of current tax and deferred tax. Current
tax is based on taxable profits for the period, using tax rates enacted or
substantively enacted at the reporting date, together with any adjustments to
tax payable in respect of prior periods.
Deferred tax is recognised on temporary differences between the carrying amounts
of assets and liabilities in the financial statements and their corresponding
tax bases. Deferred tax assets are recognised only to the extent that it is
probable that future taxable profits will be available against which the
temporary differences can be utilised.
Given the Group's exploration-stage status, many entities have no taxable
income, and deferred tax assets relating to tax losses or unutilised capital
allowances are recognised only when recovery is considered probable. Deferred
tax liabilities are recognised for taxable temporary differences except where
they arise from the initial recognition of assets in an asset acquisition that
is not a business combination.
Taxation is recognised in profit or loss except where it relates to items
recognised directly in equity or other comprehensive income.
Foreign currency
The Group's financial statements are presented in GBP, which is the Company's
functional and presentation currency. Each subsidiary determines its own
functional currency based on the primary economic environment in which it
operates.
Foreign currency transactions are translated into the functional currency at the
exchange rates ruling on the transaction date. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the period-end exchange
rate, with resulting exchange differences recognised in profit or loss.
For foreign operations, assets and liabilities are translated into GBP at the
closing rate, while income and expenses are translated at average rates for the
period (unless this does not approximate actual rates). Exchange differences
arising on translation of foreign operations are recognised in other
comprehensive income and accumulated in the foreign currency translation
reserve.
On disposal of a foreign operation, the cumulative translation differences
recognised in equity are reclassified to profit or loss.
Given the Group's exploration activities across multiple jurisdictions, foreign
currency movements may cause volatility in reported results, particularly where
subsidiaries hold exploration licences or cash balances in non-GBP currencies.
Going concern
As at 31 May 2026, the Company had cash of approximately £2.4 million and net
assets of approximately £5.9 million. As an exploration business, the Company
has limited operating cash flow and is dependent on equity funding for its
working capital requirements. As at the date of this report, the Company had
approximately £1.5 million cash in the bank and £0.2 million receivables.
After reviewing and assessing the prepared forecasts for the going concern
period, and considering potential downside scenarios, the Directors are
therefore of the opinion that the Company has adequate financial resources to
enable it to continue in operation for the foreseeable future. For this reason,
it continues to adopt the going concern basis in preparing the financial
statements.
5. Significant Events and Transactions
On 27 April 2026 the Company completed the acquisition of Kalahari Copper
Limited (see note 7). The acquisition completed simultaneously with the
Company's admission to the AIM market of the London Stock Exchange. In
conjunction with the AIM listing, the Company raised £2.96 million via the issue
of ordinary shares to a mix of new and existing shareholders.
On 27 April 2026 Andrew Benitz was appointed as a non-executive director of the
Company.
On 1 May 2026 the Company's name officially changed to Serval Resources Plc.
6. Loss per Share
Six months Six months
to 31 May to 31 May
2026 2025
Unaudited Unaudited
£ £
Loss for the period (2,086,629) (191,468)
Weighted average number of ordinary 26,792,218 8,508,799
shares used in calculating basic loss per
share
Basic loss per share (0.08) (0.02)
Basic loss per share is calculated by dividing the loss attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during
the period. The weighted average number of shares for the comparative period has
been adjusted to reflect the 50 for 1 share consolidation completed on admission
to AIM.
The Company has outstanding options and warrants at the reporting date. As the
Group reported a loss for the period, the effect of these instruments would be
anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per
share.
7. Acquisition of Kalahari Copper
On 27 April 2026 the Company acquired Kalahari Copper Limited and its
subsidiaries. The acquired group's principal assets were mineral exploration
licences in Botswana and Namibia. The acquired set did not include employees, an
organised workforce, operating processes, producing assets, revenue-generating
activities or proven reserves.
Management has assessed the acquisition under IFRS 3 Business Combinations. The
fair value of the gross assets acquired is substantially concentrated in a group
of similar identifiable assets, being exploration licences. In addition, the
acquired set does not include substantive processes that, together with inputs,
are capable of contributing to the creation of outputs. Management has therefore
concluded that the acquisition does not meet the definition of a business and
has accounted for the transaction as an asset acquisition.
As the transaction has been accounted for as an asset acquisition, no goodwill
has been recognised. The cost of the acquisition, including directly
attributable acquisition costs, has been allocated to the exploration and
evaluation assets acquired.
The consideration paid by the Company for all of the shares in Kalahari Copper
was the aggregateof:
i) £2,000,000 in cash subject to the adjustments described
below;
ii) a sum equal to the amount of certain costs incurred by
Kalahari Copper or the Seller in relation to the Kalahari Copper business
between the date of signing the Acquisition Agreement and Acquisition Agreement
Completion;
iii) the issue to the Seller of 9,261,554 New Ordinary Shares in
the capital of the Company;
iv) additional deferred consideration of up to £9,000,000, made
up of six possible payments of £1.5 million, contingent upon various milestones;
v) the issue of warrants to acquire a further 1,860,065 shares
in the Company, which were contingent upon admission to the AIM market (being
the Consideration Warrants);
vi) the issue of warrants to acquire a further 1,006,477 shares
in the Company, which are contingent upon a maiden resource being declared on
the licences in Namibia (being the Report Warrants).
Both sets of warrants have an exercise price of 0.5p and they expire five years
after the issue date.
The parties have agreed to defer the £2,000,000 cash payment until 10 business
days after the 18 month anniversary of the acquisition, with interest accruing
at a rate of 15% per annum.
8. Exploration & Evaluation Assets
Exploration licences
£
Opening balance at 1 Dec 2025 -
Acquisition of Kalahari exploration licences 5,134,695
Closing balance at 31 May 2026 5,134,695
The consideration for the acquisition consists of the following amounts:
£
Shares issued 2,546,928
Deferred Consideration (see note 9) 1,615,549
Deferred Consideration Warrants issued 502,218
Cash paid 390,000
Acquisition legal costs 80,000
Closing balance at 31 May 2026 5,134,695
· The 9,261,554 shares issued on 27 April 2026 had a closing price of 27.5p on
that day.
· The Deferred Consideration of £2,000,000 has been valued in accordance with
IFRS 9 (see note 9).
· The 1,860,065 Deferred Consideration Warrants have been valued using the
Black-Scholes model.
· The 1,006,477 Report Warrants have not been accounted for at this stage.
Whilst the Company is optimistic about discovering a maiden resource in Namibia,
it is considered prudent not to account for this as a probable outcome until
further exploration work and drilling has been carried out.
· The additional deferred consideration of up to £9,000,000 has also not been
accounted for at this stage. At 31 May 2026, management concluded that the
conditions for recognising these amounts had not been met because the relevant
milestones had not been achieved and the Group had not yet obtained sufficient
exploration results to support recognition of an obligation.
· The assessment of milestone-linked consideration requires judgement and will
be reassessed at each reporting date. If the relevant milestones are achieved or
become sufficiently certain, the Group will recognise the related consideration
in accordance with the applicable IFRS requirements and the terms of the
acquisition agreement.
· Pre-acquisition exploration and evaluation expenditure of £137,431 has been
recognised as an expense in the Statement of Comprehensive Income.
9. Deferred Consideration - Kalahari Copper Acquisition
Deferred consideration payable in connection with the Kalahari acquisition is
recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method. The contractual cash flows comprise £2.0
million payable on 6 November 2027 together with contractual interest at 15% per
annum which is paid quarterly. The interest payments can be settled in warrants
instead of cash under certain circumstances.
At the acquisition date, the liability was initially recognised at £1,615,549,
representing the present value of the contractual cash flows discounted at 15%,
which management considers to be an appropriate market rate for a liability with
similar risk, timing and security. During the period, finance costs of £52,004
were recognised, comprising £23,237 unwinding of discount and £28,767
contractual interest. The carrying amount of the liability at 31 May 2026 was
£1,667,553.
10. Non-current asset investments
Six months to Year ended 30 November 2025
31 May 2026 Audited
Unaudited
£ £
Investments 80,917 470,917
Non-current asset investments as at 31 May 2026 relate to investments made in
Côte d'Ivoire. The balance at 30 November 2025 also included investments made in
Namibia and Botswana which have now been transferred to acquisition costs after
the completion of the Kalahari Copper acquisition.
11. Current asset investments
Six months to 31 May 2026 Year ended 30 November 2025
Unaudited Audited
£ £
Investments 75,577 75,577
held for
sale
Listed 503,602 93,337
investments
579,179 168,914
On 25 October 2025 the Company entered into a share purchase agreement with
Pulsar Helium Inc ("Pulsar") for Pulsar to acquire 80% of the shares in Quantum
Hydrogen Inc ("Quantum"), the Company's former subsidiary, in exchange for a
number of shares in Pulsar with an equivalent value of US$400,000.
Pulsar has the right to acquire the remaining 20% of Quantum within 18 months
for an additional US$400,000 in Pulsar Shares.
The Pulsar shares with an equivalent value of US$400,000 which were owed to the
Company were included in the balance sheet as receivables from sale of
subsidiary totalling £302,309 as at 30 November 2025.
The US$400,000 equated to 584,963 Pulsar shares and these have now all been
received by the Company.
As at 31 May 2026, 60,000 of the shares had been sold for a profit of £22,430.
The remaining 524,963 shares have been classified as listed investments in the
balance sheet totalling £503,602 which includes a fair value gain of £232,301.
The remaining 20% of the shares in Quantum still owned by the Company are
included in the balance sheet as investments held for sale totalling £75,577.
The Company's other listed investment which was valued at £93,337 at 30 November
2025 was disposed of for a loss of £73,736.
12. Share Capital
Movements in ordinary share capital are summarised below:
Number of Number of Nominal value
Ordinary Shares Deferred Shares
of 0.5p of 14.99p £
As at 1 8,508,799 8,053,724 1,249,797
December
2024*
Issue of - - -
equity
As at 30 8,508,799 8,053,724 1,249,797
November
2025*
Issue of 25,360,939 - 126,805
equity
As at 31 33,869,738 8,053,724 1,376,602
May 2026
Ordinary shares issued during the period
Number of Ordinary Shares of 0.5p
Consideration for Kalahari 9,261,554
Copper exploration licences
Convertible loan notes 1,656,572
converted to shares
Equity raised in 13,147,928
conjunction with AIM
listing
Shares issued to board and 1,139,331
management
Shares issued to service 155,554
providers
25,360,939
The number of shares for previous periods has been adjusted to reflect the 50
for 1 share consolidation completed on admission to AIM.
Ordinary Shares:
The shares have attached to them full voting, dividend and capital distribution
(including winding up) rights; they do not confer any rights of redemption.
Deferred Shares:
The holders of deferred shares are not entitled to receive any dividend or
distribution and only be entitled to any replacement of capital on winding up
once the holders of Ordinary shares have received £1,000,000 in respect of each
Ordinary Share held by them.
13. Share Based Payments
During the period ended 31 May 2026, the Group recognised £678,309 of
share-based payment expenses in accordance with IFRS 2. The charge comprises:
Credited to Credited to Credited
Share Share to
Capital Premium Reserves
£ £ £ £
Shares issued to board 313,316 5,697 307,619
and management
Share options issued 210,476 - - 210,476
to board and
management
Warrants issued to 115,628 - - 115,628
brokers
Shares issued to third 38,889 778 38,111 -
parties for services
678,309 6,475 345,730 326,104
The shares and share options issued to the board and management and the warrants
issued to brokers all took place on the admission to the AIM market of 27 April
2026. The shares issued to third parties for services took place in May 2026.
· 1,139,331 shares were issued to the board and management and they had a
closing price of 27.5p on that day.
· 3,515,081 share options were issued to the board and management. 662,139 of
these options have an exercise price of 0.5p and vested immediately. 1,426,470
have an exercise price of 22.5p and vest upon the 30-day volume-weighted average
price ("VWAP") of the shares on AIM exceeding 45p per share. 1,426,472 have an
exercise price of 22.5p and vest upon the 30-day VWAP of the shares on AIM
exceeding 67.5p per share. All options expire 10 years after the issue date.
· 608,570 broker warrants were issued. They have an exercise price of 22.5p
and they expire three years after the issue date.
· 155,554 shares were issued to third parties for services and they had a
closing price of 25p on the day of issue.
Under IFRS 2 "Share-based Payments", the Company determines the fair value of
options issued to the board and management and warrants issued to other parties
as remuneration and recognises the amount as an expense in the Statement of
Comprehensive Income with a corresponding increase in equity.
The options with performance conditions have been valued using the Monte Carlo
model. The options and warrants without performance conditions have been valued
using the Black-Scholes model.
The key assumptions used were as follows:
Grant date: 27 April 2026
Share price at grant date: 27.5p
Exercise prices: 0.5p to 22.5p
Expected volatility: 102%
Risk-free interest rates: 4.4210% to 4.7596%
Expected dividend yield: nil
Expected volatility was determined by reference to historic share price
volatility of comparable listed exploration companies over a period consistent
with the expected life of the instruments. The risk-free rate was based on UK
government bond yields with a maturity consistent with the expected life of the
instruments.
14. Non-Cash Transactions
Significant non-cash transactions during the period were as follows:
· Ordinary shares with a fair value of £2,546,928 were issued as consideration
for the acquisition of Kalahari Copper Limited.
· Warrants with a fair value of £502,218 were issued in connection with the
acquisition of Kalahari Copper Limited.
· Convertible loan notes of £316,819 were converted into ordinary shares worth
£455,557 resulting in a loss on the extinguishment of the loan of £138,738.
· Shares, options and warrants with a total fair value of £678,309 were issued
to directors, management, brokers and service providers and recognised in
accordance with IFRS 2.
· Previously recognised investment balances of £390,000 relating to Namibia
and Botswana were reclassified to exploration and evaluation assets following
completion of the Kalahari Copper Limited acquisition.
These transactions did not result in cash inflows or outflows during the period
and have therefore been excluded from the statement of cash flows.
Reconciliation of Acquisition Costs
£
Acquisition of exploration licences as per 80,000
Consolidated Statement of Cash Flows
Cash paid in prior year which was 390,000
previously recognised in investments
Shares issued for acquisition of Kalahari 2,546,928
Copper Limited
Deferred Consideration 1,615,549
Deferred Consideration warrants issued 502,218
Acquisition of exploration licences as per 5,134,695
Consolidated Statement of Financial
Position
Reconciliation of Shares Issued Net of
Issue Costs
£
Shares issued net of issue costs as per 2,890,263
Consolidated Statement of Cash Flows
Shares issued for acquisition of Kalahari 2,546,928
Copper Limited
Convertible loan notes converted to 455,557
shares
Shares issued to directors, management 352,204
and service providers
Shares issued net of issue costs as per 6,244,952
Consolidated Statement of Changes in
Equity
15. Events After the Reporting Period
There are no post balance sheet events to disclose.
[TH1]Is this correct and have we checked the accounting for this?
[CD2]Yes - see Journal 9 testing.
Richard & Lucy please ignore this
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