REG - African Pioneer PLC - Interim Results for Six Months Ended 30 June 2025
30/09/2025 11:45
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RNS Number : 4368B African Pioneer PLC 30 September 2025
30 September 2025
African Pioneer Plc
("African" or the "Company")
Interim Results for the Six Months Ended 30 June 2025
African Pioneer Plc a company engaging in development of natural resources
exploration projects in Sub-Saharan Africa, announces its unaudited interim
results for the six months ended 30 June 2025 as set out below. A copy of the
Interims is available on the Company's website https://africanpioneerplc.com/
(https://africanpioneerplc.com/)
Chairman's Statement
Dear Shareholder,
African Pioneer has in prior periods carried out fieldwork in and around the
Ongombo Project in Namibia and are convinced that we can increase the open pit
potential, whilst identifying further ore contiguous to the boundaries and
infill the area between the central and east shoot. Ongombo has the benefit
of mining and exploration permits and represents a viable near production
mining potential for a 8,000 tonne of copper year project.
The company is investigating nearby mining concessions which have known
resources and access. The company believes there is synergy between a number
of projects and that Ongombo can be enlarged by collaboration or
acquisition. Notwithstanding the aforementioned, Ongombo has the benefit of
300,000 tonnes of contained copper and is open ended for further additions.
The Zambian Northwestern copper exploration areas have had positive
exploration undertaken by First Quantum our joint venture partner, and the
company is in discussions with a number interested parties wishing to joint
venture the exploration potential.
The exploration area lies some 100km from the Kamoa mine in the Democratic
Republic of Congo, which is the second richest copper mine in the world and is
hosted in the Western Foreland, similar geological, architectural
environment. The Company has a passionate believe in copper and feel that
its southern African positions will add considerable value to shareholders in
the coming months.
The exploration projects in Botswana are currently being re-evaluated for
small mining potential.
Colin Bird
Executive Chairman
30 September 2025
OPERATIONAL, FINANCIAL CORPORATE and STRATEGY REVIEWS
1. Operational Review
The Company completed an Initial Public Offering (IPO) on the Standard List of
the London Stock Exchange and the acquisition of its projects in Zambia,
Namibia, and Botswana in 2021. The primary metal in all countries is
copper with by-product potential in all of our projects. In Zambia we have
potential for cobalt, in Namibia for gold and in Botswana for silver. In
2022 the Company granted an option to First Quantum in relation to 4 of the 5
Zambian exploration licences held by African Pioneer Zambia which First
Quantum has exercised more details of which are provided in the Corporate
Highlights section of this review.
The Company's main focus during the period was on evaluating and advancing its
85% owned Namibian Projects, including the Ongombo mining licence application,
and the Zambian licence (80% owned) and Botswana Projects (100% owned) that
are not the subject of options.
On 25 June 2025 the Company announced that it had received the official,
unconditional Mining Licence (ML 240) which is valid until 23 March 2045 for
its 85%-owned Ongombo Copper-Gold Project, located approximately 40 km
northeast of Windhoek in the Khomas Region of Namibia. The formal receipt of
the physical licence marked the final step in the government permitting
process and follows the award in early April 2025 of the Environmental
Clearance Certificate (ECC No. 2302356, dated 24 March 2025).
Key Highlights
· All required Namibian government approvals now formally granted
· Mining Licence No. 240 is fully active and unconditional and is
valid to 23 March 2045
· Company is engaging with external mining and resource advisors
who provided updated resource estimates for the open pit mineralisation who
will provide recommendations for infill drilling and colour locations that
will maximise increases in the global resource
· Planning discussions are ongoing with preferred mining contractor
for both open pit and underground mining. Specifically looking to build a
database of unit costs for key components of the mine plan to update the
financial model
The company is investigating nearby mining concessions which have known
resources and access. The company believes there is synergy between a number
of projects and that Ongombo can be enlarged by collaboration or acquisition
· Independent updated total (gross)* Indicated Mineral Resource
Estimate (MRE) of 5.7Mt at 1.1% Cu Equivalent (CuEq), 0.94% Cu and 0.23g/t Au
and a very substantial Inferred underground potential Resources of 23Mt at
1.1% CuEq, 0.95% Cu and 0.24g/t Au as announced on 16 May 2023
· Advanced discussions with multiple parties about project level
funding of the Ongombo Project.
*gross representing 100% MRE and African Pioneer has 85% interest in the
Project
1.2. Namibia Project Background: The Ongombo copper gold project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from Windhoek to Gobabis and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the Matchless Member of the Kuiseb Formation,
a conspicuous assemblage of lenses of foliated amphibolites,
chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km
wide in the Otjihase area, stretches 350km east-north-eastwards in the
Southern Zone of the Damara Orogen from the Gorob - Hope area. The deposit is
generally described as a Besshi-type massive sulphide. These are described as
thin sheet-like bodies of massive to well-laminated pyrite, pyrrhotite, and
chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the
Ongombo project mineralisation occurs in one continuous zone approximately 7
km long and 0.5 - 1 km wide. The mineralisation zone dips consistently
15-20° northwest and plunges 5° northeast. Mineralisation is gradually
thinning westward.
EPL 5772 has been renewed to 1 February 2026. A conditional Environmental
Clearance Certificate for mining activities was granted on EPL 5772 and is
valid until 16 April 2026. A 20 Year Mining Licence, ML 240, has been
unconditionally granted until 23 March 20245 and covers a portion of EPL
5772 and approximately one third of the open pit resource. An extension to the
Mining Licence was submitted on 6 September 2022 to encompass the wider
Resource Area.
1.3. Zambia Project Background: As described at paragraph 3.4 below on 19
January 2022 African Pioneer Zambia Ltd, which is 80% owned by the Company,
entered into an option agreement with First Quantum (listed on the Toronto
Stock Exchange FM.TO (http://FM.TO) ) over 4 of the 5 Zambian exploration
licences held by a subsidiary company, African Pioneer Zambia.
First Quantum has exercised its option over the 4 Zambian licences which it
has an option over.
Highlights
· Drilling confirmed proof of concept that licences are in the
right lithology confirming Congo-style mineralisation.
· 4 diamond drill holes completed at the Turaco target for
1,297.1m.
· A 772.3m deep diamond drill hole completed over the Ikatu on an
Audio Magneto Telluric ("AMT") generated target. Awaiting results.
· 9 reverse circulation ("RC") holes drilled at the Chipopa target
for a total of 780m.
· During the course of the programme First Quantum confirmed their
intention to exercise their option as reported on 16 February 2024.
First Quantum continue to evaluate the licences under the option agreement
based on licence-wide geochemical analysis and drilling completed to date. A
number of targets have been identified, some of which warrant more detailed
follow up. This geological environment classified as the Fold and Thrust Belt
is complex and the Company benefits from the expertise and local knowledge
gained by First Quantum following years of exploration in the region. The Fold
and Thrust Belt and adjoining Western Foreland are currently the focus of
intense exploration and speculation from exploration companies of varying size
and the information being generated by African Pioneer and First Quantum
represents extremely valuable data and knowledge of a region with little
detailed exploration having taken place but where the exploration prize is
potentially significant.
1.4. Botswana: The Botswana projects comprise 5 prospecting licences which
have been renewed through 31 March 2026 and comprise approximately 770 sq. km.
in the Kalahari Copperbelt. Whilst the exploration to date on the licences
which were the subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large-scale mining operation the Board believes
that there is prospectivity for a smaller to medium sized mining operation
targeting in the range of 5,000 to 10,000 tonnes of contained copper per
annum. Although too small for a large-scale miner a mine of this size would
fit very well into the demand for small to medium mines to help bridge the gap
in the predicted shortfall of copper to meet future projected demand.
All the Botswana licences are currently under review by the Company in
cooperation with its external geological consultant with specific expertise of
Botswanan copper geology. The region represents a significant copper
exploration and resource development destination and as such all exploration
ground has potential strategic importance particularly in the case of African
Pioneer which has several licences in the general area.
2. Financial Review
2.1 Financial highlights:
· £333K loss after tax (June 2024: £322K)
· Approximately £69K cash at bank at the period end (Dec 2024:
£13K).
· The basic and diluted losses per share are summarised in the
table below
Loss per share (pence) 2025 2024
Basic & diluted Note 3 (0.13)p (0.14)p
· The net asset value as at 30 June 2025 was £4.73m (31 December
2024 £4.64m)
2.2 Fundraising and Issue of shares during the period:
On 10 February 2025 the Company announced it had raised £420,000 before
expenses at 1 pence per Ordinary Share ("Fundraising Price") through the issue
of 42,000,000 new Ordinary Shares of no par value each ("Ordinary Shares")
(the "Fundraising Shares"). Each participant in the Fundraising also
received one (1) warrant exercisable at 1.75 pence per ordinary share from 12
months to 36 months after admission on 13 February 2025 ("Admission") for each
Fundraising Share issued. The Company also issued a warrant to Shard Capital
Partners LLP to subscribe for a total of 2,100,000 new Ordinary Shares
exercisable at the Fundraising Price for a period of three years from
Admission.
On 13 February 2025 the Company issued 207,039 new Ordinary Shares to
Strategic Investments International Ltd a company controlled by PDMR Mike
Allardice at 3.5 pence per share to settle £7,246 of accrued fees and
1,000,000 new Ordinary Shares will be issued at the Fundraising Price to
settle £10,000 of accrued fees due to a consultant.
On 23 May 2025 the Company issued 5,970,149 Ordinary Shares at 0.67 pence to
settle £40,000 of accrued fees and 252,307 Ordinary Shares at 1.95 pence to
settle £4,920 of accrued fees.
3. Corporate Review
3.1 Company Board: The Board of the Company comprises Colin Bird, Executive
Chairman Raju Samtani, Finance Director Christian Cordier, Business
Development Director Kjeld Thygesen, Independent Non-executive Director James
Nicholas Cunningham-Davis, Non-executive Director.
3.2 Listing: The Company was admitted to the Official List (by way of Standard
Listing under Chapter 14 of the Listing Rules) and commenced trading on the
Main Market for listed securities of the London Stock Exchange on 1 June 2021
(the "Listing" or "IPO"). On 29 July 2024, the Listing Rules were replaced by
the UK Listing Rules ("UKLR") under which the existing Standard Listing
category was replaced by the Equity Shares (transition) category under Chapter
22 of the UKLR. Consequently with effect from that date the Company is
admitted to Equity Shares (transition) category of the Official List under
Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main
Market for listed securities.
3.3 Corporate Acquisitions and Group: As previously reported the Company
completed the acquisition of projects based in Namibia, Zambia, and Botswana
and on 27 August 2021 announced that it had acquired a further 15% interest in
its Namibian Projects. During the period the Company did not make any
corporate acquisitions.
3.4 First Quantum Option Agreement: The First Quantum Option Agreement was
announced on 20 January 2022 and the highlights of the agreement are:
· The four exploration licences the subject of the First Quantum
Option Agreement are in the highly prospective Central Africa Copperbelt in
northwest Zambia which is the largest and most prolific mineralized sediment-
hosted copper province in the world and are located less than 100km from First
Quantum's giant Sentinel copper mine.
· The exploration licenses include geological formations similar in
age and rock type to that hosting the major copper deposits of the Copperbelt
· On 16 February 2024 the Company announced that First Quantum had
delivered a notice to exercise their option over exploration licences
27770-HQ-LEL and 27768-HQ-LEL having already exercised in October 2023 their
option over licences 27767-HQ - LEL and 27771-HQ - LEL. Prior to exercising
these options First Quantum had met the initial expenditure requirement by
spending US500,000 on each of the exploration licences 27767-HQ-LEL,
27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the "Zambian Projects").
· Although First Quantum has exercised its option it has at this
stage it has not earned any shares in African Pioneer Zambia, just the right
to proceed to the First Earn In Period.
· During the First Earn In Period which expires on 28 February
2026, First Quantum has the right but not the obligation to prepare a
Technical Report in respect of the Zambian Projects demonstrating an Indicated
Mineral Resource of at least 300,000 tonnes of contained copper (the
"Technical Report Requirement"). First Quantum is to fund the Technical
Report. Once the Technical Report is issued First Quantum has the right to be
issued shares equal to a 51% shareholding in African Pioneer Zambia. This will
also trigger the Second Earn-In Period.
· In the Second Earn-In Period First Quantum shall have the right
but not the obligation to complete all necessary mining, metallurgical and
development studies to establish a mine at the Property and make a public
announcement that it intends to proceed towards commercial development of a
Mine on the Property (a "Decision to Mine"). First Quantum is to fund all
costs related to the Decision to Mine. Once First Quantum announces a
Decision to Mine First Quantum has the right to be issued shares in African
Pioneer Zambia to increase their 51% shareholding in African Pioneer Zambia to
75%.
First Quantum: is one of the world's top 10 copper producers operating in
several countries including Zambia where it owns the Sentinel and Kansanshi
mines in North West Zambia and is known for its specialist technical
engineering construction and operational skills which have allowed it to
develop and successfully run complex mines and processing plants. Colin Bird,
the chairman of African Pioneer, was a founder of and floated Kiwara Plc in
around 2008 which discovered copper in northwest Zambia and was sold to First
Quantum in January 2010 for U$260 million. First Quantum then developed the
Kiwara Plc projects into the Sentinel mine which is the world's 14(th) largest
copper mine.
Exploration licence 27769-HQ-LEL which is not covered by the Option Agreement
has been transferred from African Pioneer Zambia to African Pioneer Chongwe
Ltd a new Zambian company owned 80% by the Company and 20% by its local
partners and is in the Zambezi area located within the Zambezi belt of
southern Zambia that hosts a Lower Katanga supergroups but due to its relative
lack of prospectivity compared to the Company's other licences the Company
will not be undertaking further exploration work in relation to this licence.
3.5 Sandfire Option Agreement:
The Sandfire Option Agreement was announced on 4 October 2021 and was for two
years from 2 October 2021 and relates to PL 100/2020, PL 101/2020, PL 102/2020
and PL 103/2020 (the "Included Licences"). Sandfire paid US$500K and issued
107,272 Sandfire ordinary shares to the Company at the time of entering into
the Sandfire Option Agreement. As announced on 29 September 2023 Sandfire
notified the Company that it would not be exercising its option under the
Sandfire Option Agreement. Sandfire's Exploration Commitment under the
Sandfire Option Agreement was to fund US$1 million of exploration expenditure
on the Included Licences (the "Exploration Commitment") within the Option
Period with 60% of the Exploration Commitment to be on drilling and assay
costs. If the Exploration Commitment is not spent, any shortfall is due to be
paid by Sandfire to African Pioneer. The Company is reviewing the
Exploration Commitment with Sandfire. Sandfire have confirmed that they will
provide Exploration Information that it holds in relation to the Included
Licences.
All the Botswana licences are currently under review by the Company in
cooperation with its external geological consultant with specific expertise of
Botswanan copper geology. The region represents a significant copper
exploration and resource development destination and as such all exploration
ground has potential strategic importance particularly in the case of African
Pioneer which has several licences in the general area.
Whilst the exploration to date on the licences which were the subject of the
Sandfire Option Agreement does not currently indicate prospectivity for a
large-scale mining operation the Board believes that there is prospectivity
for a smaller to medium sized mining operation targeting in the range of 5,000
to 10,000 tonnes of contained copper per annum. Although too small for a
large-scale miner a mine of this size would fit very well into the demand for
small to medium mines to help bridge the gap in the predicted shortfall of
copper to meet future projected demand.
4. Strategy Review
The Company's short to medium term strategic objectives are to enhance the
value of its mineral resource Projects through exploration and technical
studies conducted by the Company or through joint venture or other
arrangements (such as the Option Agreement with First Quantum on its 4
North-West Zambian licences) with a view to establishing the Projects can be
economically mined for profit. With a positive global outlook for both base
and precious metals, the Directors believe that the Company's Projects provide
a base from which the Company will seek to add significant value through the
application of structured and disciplined exploration and development of the
Ongombo copper gold project in Namibia into an operating mine.
5. Outlook
Outlook for Copper: During late 2024 the copper price was around US$9,370 per
tonne and in 2025 has been in the range of around US$9,000-US$10,000 and at
the time of writing is just under US$10,000 per tonne. Notwithstanding this
short-term volatility the forecasts for the price of copper and its by-product
metals remain positive as the outlook for copper supply remains quite
pessimistic as most large copper mining projects have been shelved as a result
of political or economic reasons but we anticipate this will lead to both
smaller but profitable mines being developed , and junior mining companies
with good copper resources in reliable jurisdictions becoming potential
targets for acquisitions by major mining companies. As a result, the Company
is well positioned with all its projects, to take part in a potential
acquisition boom or alternatively to attract financing for its own operations
which might not otherwise have been available.
The major mining companies are seeking new projects for acquisition and all
our projects have the fundamentals which may attract the attention of larger
companies as reflected in the fact that First Quantum has as reported in the
Corporate review section above issued an Option Exercise Notice in relation to
the 4 Zambian exploration licences the subject of the First Quantum Option
Agreement
The Board feels the Group has assembled an enviable portfolio of projects and
we are pleased that Sandfire has taken and retained a significant equity
position in the Company. We look forward to advancing all our projects and
providing our shareholders with the prospects of enhanced value flowing into
next year.
6. Post Period Events
There have been no significant events post the period end.
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authorities ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"). The Directors consider the preceding
Operational, Financial, Corporate and Strategy Review of this Half Yearly
Financial Report provides details of the important events which have occurred
during the period and their impact on the financial statements as well as the
outlook for the Company for the remaining six months of the year ended 31
December 2025.
The following statement of the Principal Risks and Uncertainties, the Related
Party Transactions, the Statement of Directors' Responsibilities and the
Operational, Financial, Corporate and Strategy Review constitute the Interim
Management Report of the Company for the six months ended 30 June 2025.
Principal Risks and Uncertainties
The principal risks and uncertainties for the remaining six months of the
financial year remain the same as those contained within the annual report and
accounts as at 31 December 2024.
The principal risks and uncertainties facing the group are as follows:
· There are significant risks associated with any exploration
project and the ability of the Company to explore, develop and generate
operational cashflows from its projects requiring the Company to reply on
fundraisings to funds its operational costs
· No assurances can be given that minerals will be discovered in
economically viable quantities at the Company's projects
· Adverse foreign exchange fluctuations
· Volatility in financial markets and commodity markets
Related Party Transactions during the period
The table below shows the shareholdings of Directors and their related parties
as at 30 June 2025 and the date of these interim accounts and % shareholdings
at 30 June 2025 and the date of these interim accounts.
Director & Position No. of shares % of shares
in issue
Colin Bird: Chairman * 24,492,284 8.80%
Raju Samtani: Finance Director 18,395,061 6.61%
Christian Cordier Commercial Director ** 17,222,222 6.19%
Kjeld Thygesen: Non Executive 1,033,334 0.27%
James Cunningham-Davis: Non Executive - Nil
* Colin Bird's shareholding includes 5,000,000 ordinary shares held by Campden
Park Trading, a company owned and controlled by Colin Bird, the Company's
Chairman
** Christian Cordier's shareholding includes 4,000,000 ordinary shares held by
Tonehill Pty Ltd as trustee for The Tonehill Trust and 5,222,222 ordinary
shares held by Coreks Super Pty Ltd as trustee for Coreks Superannuation Fund
both of which companies are owned and controlled by Christian Cordier. It also
includes 8,000,000 ordinary shares held by Breamline Pty Ltd of which
Christian Cordier is a director and which is a trustee company for Breamline
Ministries
Directors' Letters of Appointment and Service Agreements as disclosed in the
Prospectus, and which remained in force during the period are summarized
below:
(a) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of James Cunningham-Davis as a Director. The appointment continues
unless terminated by either party giving to the other 3 months' notice in
writing. James Cunningham-Davis is entitled to director's fees of £12,000 per
annum for being a director of the Company plus reasonable and properly
documented expenses incurred during the performance of his duties which will
be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust Company that
James Cunningham-Davis is a founder and managing director of. James
Cunningham-Davis is not entitled to any pension, medical or similar employee
benefits. The agreement replaces all previous agreements with James
Cunningham-Davis and/or Cavendish Trust Company Ltd in relation to the
appointment of James Cunningham-Davis as a director of the Company.
(b) Pursuant to an agreement dated 24 May 2021, the Company appointed
Kjeld Thygesen as a non-executive Director with effect from the date of the
IPO. The appointment continues unless terminated by either party giving to the
other 3 months' notice in writing and Kjeld Thygesen is entitled to director's
fees of £18,000 per annum for being a director of the Company plus reasonable
and properly documented expenses incurred during the performance of his
duties. Kjeld Thygesen is not entitled to any pension, medical or similar
employee benefits.
(c) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of Colin Bird as a Director. The appointment continues unless
terminated by either party giving to the other 3 months' notice in writing.
Colin Bird is entitled to director's fees of £18,000 per annum for being a
director of the Company plus reasonable and properly documented expenses
incurred during the performance of his duties. Colin Bird is not entitled to
any pension, medical or similar employee benefits. The agreement replaces all
previous agreements with Colin Bird in relation to his appointment as a
director of the Company.
(d) Pursuant to a consultancy agreement dated 24 May 2021, the Company
has, with effect from the date of the IPO, appointed Colin Bird as a
consultant to provide technical advisory services in relation to its current
and future projects including but not limited to assessing existing geological
data and studies, existing mine development studies and developing exploration
programs and defining the framework of future geological and mine study
reports (the "Colin Bird Services"). The appointment continues unless
terminated by either party giving to the other 3 months' notice in writing.
Colin Bird is entitled to fees of £3,500 per month for being a consultant to
the Company plus reasonable and properly documented expenses incurred during
the performance of the Colin Bird Services.
(e) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of Raju Samtani. The appointment continues unless terminated by
either party giving to the other 3 months' notice in writing. Raju Samtani is
entitled to director's fees of £18,000 per annum for being a director of the
Company plus reasonable and properly documented expenses incurred during the
performance of his duties. Raju Samtani is not entitled to any pension,
medical or similar employee benefits. The agreement replaces all previous
agreements with Raju Samtani in relation to his appointment as a director of
the Company.
(f) Pursuant to a consultancy agreement dated 24 May 2021, the Company
has ,with effect from the date of Admission, appointed Raju Samtani as a
financial consultant to provide financial advisory services to the Company
(the "Raju Samtani Services"). The appointment continues unless terminated
by either party giving to the other 3 months' notice in writing. Raju
Samtani is entitled to fees of £2,667 per month for being a consultant to the
Company plus reasonable and properly documented expenses incurred during the
performance of the Raju Samtani Services.
(g) Pursuant to an agreement dated 24 May 2021, the Company appointed
Christian Cordier as a Director with effect from the date of Admission. The
appointment continues unless terminated by either party giving to the other 3
months' notice in writing. Christian Cordier is entitled to director's fees of
£18,000 per annum for being a director of the Company plus reasonable and
properly documented expenses incurred during the performance of his duties.
Christian Cordier is not entitled to any pension, medical or similar employee
benefits.
(h) Pursuant to a consultancy agreement dated 24 May 2021, with Mystic
Light Pty Ltd a personal service company of Christian Cordier the Company has
secured the services of Christian Cordier, with effect from the date of the
IPO, as a business development consultant to provide business development l
advisory services to the Company in relation to its existing and future
projects (the "Christian Cordier Services"). The appointment continues
unless terminated by either party giving to the other 3 months' notice in
writing. Mystic Light Pty Ltd is entitled to fees of £1,000 per month for
providing the Christian Cordier Services plus reasonable and properly
documented expenses incurred during the performance of the Christian Cordier
Services.
(i) The Company entered into a contract, dated first August 2013 with
Lion Mining Finance Limited ("LMF") a company controlled by Colin Bird, under
which LMF provides administrative services to the Company for £750 plus VAT
per calendar month
Related Party transactions described in the annual report to 31 December 2024
Other than disclosed above and the intra group loans made by Company to its
subsidiaries to finance their ongoing activities there have been no changes in
the related party transactions described in the annual report for the year
ended 31 December 2024 that could have a material effect on the financial
position or performance of the Company in the first six months of the current
financial year.
Responsibility Statement
The Directors, whose names and functions are set out in this report under the
heading Company Board, are responsible for preparing the Unaudited Interim
Condensed Consolidated Financial Statements in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on Interim
Financial reporting (IAS34). The Directors confirm that, to the best of
their knowledge, this Unaudited Interim Condensed Consolidated Report, which
has been prepared in accordance with IAS34, gives a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
the interim management report includes a fair review of the information
required by DTR 4.2.7 R and by DTR 4.2.8 R, namely:
· an indication of key events occurred during the period and their
impact on the Unaudited Interim Condensed Consolidated Financial Statements
and a description of the principal risks and uncertainties for the second half
of the financial year; and
· material related party transactions that have taken place during
the period and that have materially affected the financial position or the
performance of the business during that period.
For and on behalf of the Board of Directors
Colin Bird
Executive Chairman
30 September 2025
African Pioneer Plc
+44 (0) 20 7581 4477
Colin Bird
Executive Chairman
Beaumont Cornish (Financial Adviser) +44 (0) 20 7628 3396
Roland Cornish/Asia Szusciak
Novum Securities Limited (Broker) +44 (0) 20 7399 9400
Jon Belliss
Beaumont Cornish (Financial Adviser)
Roland Cornish/Asia Szusciak
+44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss
+44 (0) 20 7399 9400
or visit https://africanpioneerplc.com/ (https://africanpioneerplc.com/)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is Financial Adviser to the
Company in relation to the matters referred herein. Beaumont Cornish Limited
is acting exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish Limited, or
for providing advice in relation to the contents of this announcement or any
matter referred.
Group Statement of Profit and Loss
For the six months ended 30 June 2025
Notes Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£ £
Income
Dividend receivable -
Realised gain on sale of investments - -
Unrealised gain/(loss) on investments -
Total income - -
Operating expenses (332,639) (321,778)
(332,639) (321,778)
Group operating loss
Interest costs - -
Loss before taxation (332,639) (321,778)
Taxation
Loss for the period (332,639) (321,778)
Loss per share (pence)
Basic & Diluted 3 (0.13)p (0.14)p
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£ £
Other comprehensive income:
Loss for the period (332,639) (321,778)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement (15,649) 23,586
(348,288) (298,192)
Total comprehensive loss for the period
Attributable
Owners of the Company (348,288) (298,192)
Non-controlling interest
(348,288) (298,192)
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
Share capital Retained earnings Foreign exchange reserve Warrant & Share based payment reserve Non Total equity
Controlling interest
£ £ £ £ £ £
Unaudited - six months ended 30 June 2025
Balance at 1 January 2025 6,242,598 (2,289,902) (62,629) 63,547 687,348 4,640,962
Current period loss - (332,639) (15,649) - - (348,288)
Total comprehensive loss for the period - (332,639) (15,649) - - (348,288)
Share based payment charge (16,403) - - 16,403 - -
Shares Issued - in lieu of fees 62,166 62,166
Proceeds from share issued 420,000 420,000
Share issue costs (128,672) - - - (128,672)
Warrants issued 84,672 84,672
Balance at 30 June 2025 6,579,689 (2,622,541) (78,278) 164,622 687,348 4,730,840
Unaudited - six months ended 30 June 2024
Balance at 1 January 2024 6,216,282 (1,638,929) (118,443) 67,923 687,348 5,214,181
Current period loss - (321,778) 23,586 - - (298,192)
Total comprehensive loss for the period - (321,778) 23,586 - - (298,192)
Share based payment charge - - - - - -
Net proceeds from shares issued -
As at 30 June 2024 6,216,282 (1,960,707) (94,857) 67,923 687,348 4,915,989
Group Statement of Financial Position
As at 30 June 2025
Unaudited Audited
30 31
June December
2025 2024
Notes £ £
ASSETS
Non-current assets
Exploration and evaluation assets 6 5,455,026 5,424,520
Total non-current assets 5,455,026 5,424,520
Current assets
Trade and other receivables 25,840 20,584
Cash and cash equivalents 68,778 12,690
Available -for-sale investments 4 - -
Total current assets 94,618 33,274
TOTAL ASSETS 5,549,644 5,457,794
LIABILITIES
Current liabilities
Trade and other payables (670,760) (663,976)
Taxation (98,044) (102,856)
Total current liabilities (768,804) (766,832)
NET CURRENT LIABILITIES (674,186) (733,558)
Non-current liabilities
Borrowings 7 (50,000) (50,000)
Total non-current liabilities (50,000) (50,000)
TOTAL LIABILITIES (818,804) (816,832)
4,730,840 4,640,962
NET ASSETS
EQUITY
Share capital 8 6,579,689 6,242,598
Warrant & share based payment reserve 164,622 63,547
Foreign exchange reserve (78,278) (62,629)
Retained earnings (2,622,541) (2,289,902)
4,043,492 3,953,614
Non controlling interest 687,348 687,348
4,730,840 4,640,962
TOTAL EQUITY
Group Statement of Cash Flows
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£ £
Cash flows from operating activities
Loss before tax (332,639) (321,778)
Adjustments for:
Increase in receivables (5,256) (12,746)
Increase in payables 6,784 185,975
Net cash inflow from operating activities (331,111) (148,549)
Cash flows from/(used) in investing activities
Purchase of Exploration and Evaluation assets (30,506) (160,483)
(30,506) (160,483)
Cash flows from financing activities
Proceeds from Issue of shares, net of issue costs 438,166 -
Shares issued to acquire subsidiaries - -
438,166 -
Increase/(Decrease) in cash 76,549 (309,032)
Effect of foreign exchange rate changes (20,461) 23,586
Cash and cash equivalents at beginning of period 12,690 372,156
Cash and cash equivalents at end of period 68,778 86,710
Notes to the interim financial information
For the six months ended 30 June 2025
1. General information
This financial information is for African Pioneer Plc ("the Company") and its
subsidiary undertakings. The principal activity of African Pioneer Plc (the
'Company') and its subsidiaries (together the 'Group') is the development of
natural resources exploration projects in Sub-Saharan Africa. The Company is a
public limited company and was listed on to the Official List (Standard
Segment) and commenced trading on the Main Market for listed securities of the
London Stock Exchange on 1 June 2021. The Company is domiciled in the Isle of
Man and was incorporated on 20th July 2012 under the Isle of Man Companies Act
2006 with company registration number 00859IV, and with registered address
being 34 North Quay, Douglas, Isle of Man, IM1 4LB.
2. Basis of preparation
The unaudited interim financial information set out above, which incorporates
the financial information of the Company and its subsidiary undertakings (the
"Group"), has been prepared using the historical cost convention and in
accordance with International Financial Reporting Standards ("IFRS").
These interim results for the six months ended 30 June 2025 are unaudited and
do not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The financial statements for the year ended 31 December
2024 were audited and the auditors' report on those financial statements was
unqualified and contained a material uncertainty pertaining to going
concern.
The same accounting policies, presentation and methods of computation have
been followed in these unaudited interim financial statements as those which
were applied in the preparation of the company's annual financial statements
for the year ended 31 December 2024.
The interim consolidated financial information incorporates the financial
statements of African Pioneer Plc and its subsidiaries.
Going concern basis of accounting
The Group made a loss from all operations for the six months ended 30 June
2025 after tax of £333K (2024: £322K), had negative cash flows from
operations and is currently not generating revenues. During the period the
Company raised £482,000 (gross). On 30 June 2025 Cash and cash equivalents
were £69K (Dec 2024: £13K).
On 1 May 2024 the Company entered into an unsecured convertible loan funding
facility agreement for up to £1,000,000 (the "Facility"). The Facility, after
adjustment (note 7) is convertible at 1.2727 pence per ordinary share. The
Company has made two drawdowns of £250,000 each under the Facility and is not
permitted to make any additional drawdowns. To date £50,000 has been paid
by the Lender under the Facility which is due to be repaid to the Lender.
The Facility was created as a standby facility and the Company is
re-negotiating the terms of the Facility with the Lender who is a long term
shareholder in the Company.
An operating loss is expected in the year subsequent to the date of these
accounts and as a result the Company will need to raise funding to provide
additional working capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
Based on the Board's assessment that the Company will be able to raise
additional funds, as and when required, to meet its working capital and
capital expenditure requirements, the Board have concluded that they have a
reasonable expectation that the Group can continue in operational existence
for the foreseeable future. For these reasons the financial statements have
been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of
liabilities in the normal course of business.
The management team has successfully raised funding for exploration projects
in the past, but there is no guarantee that adequate funds will be available
when needed in the future.
There is a material uncertainty relating to the conditions above that may cast
significant doubt on the Group's ability to continue as a going concern and
therefore the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
This financial report does not include any adjustments relating to the
recoverability and classification of recorded assets amounts or liabilities
that might be necessary should the entity not continue as a going concern.
3. Earnings per share
Unaudited Unaudited
30 30
June June
2025 2024
£ £
(Loss) attributable to equity holders of the Company (332,639) (321,778)
Weighted average number of shares 263,854,795 228,041,178
Weighted average number of shares and warrants 282,329,104 244,891,178
Basic loss per ordinary share (0.13)p (0.14)p
Diluted loss per ordinary share (0.12)p (0.14)p
The use of the weighted average number of shares in issue in the period
recognises the variations in the number of shares throughout the period and is
in accordance with IAS 33 as is the fact that the diluted earnings per share
should not show a more favourable position than the basic earnings per share.
4. Investments
The company has adopted the provisions of IFRS9 and has elected to treat all
available for sale investments at fair value with changes through the profit
and loss.
Available-for-sale investments under IFRS9 are initially measured at fair
value plus incidental acquisition costs. Subsequently, they are measured at
fair value in accordance with IFRS 13. This is either the bid price or the
last traded price, depending on the convention of the exchange on which the
investment is quoted. All gains and losses are taken to profit and loss.
The Company's intention following its Listing is not to purchase any new
investments and to hold its residual portfolio as realisable investments as a
source of liquidity to cover explorations costs and general overheads of the
Company.
5. Acquisition of subsidiaries
Acquisition of Zamcu Exploration Pty Limited (Namibian Projects)
On 1 June 2021 the Company completed the acquisition of 100% of Zamcu
Exploration Pty Ltd ("Zamcu"), which via its subsidiaries, held a 70 per cent.
interest in two Namibian Exclusive Prospecting Licenses ("EPLs") comprising
the Ongombo and Ongeama projects, located within the Matchless amphibolite
Belt of central Namibia that hosts copper-gold mineralization. On 27 August
2021 the Company entered into an agreement to acquire a further 15% interest
in its Ongombo Project and Ongeama Project in Namibian (the "Namibian
Projects") increasing its interest in the Namibian Projects to 85%
The fair value of the assets and liabilities acquired were as follows:
£
Consideration
Equity consideration
- Ordinary shares (issued) 687,500
Cash consideration 149,149
836,649
Fair value of assets and liabilities acquired
- Assets -
- Liabilities (262)
(262)
Deemed fair value of 836,911
exploration assets acquired
Additional 15% acquired 331,240
Total 85% acquisition value 1,168,151
Attributable to non-controlling interest 206,098
Gross fair value of exploration assets acquired 1,374,249
Acquisition of African Pioneer Zambia Limited ("APZ") (Zambia Projects)
On 1 June 2021 the Company completed the acquisition of 80% of APZ, which
holds a 100 per cent. interest in five Zambian Prospecting Licenses (PLs)
located in two areas namely (i) the Central Africa Copperbelt (Copperbelt),
which is the largest and most prolific mineralized sediment- hosted copper
province known on Earth and which comprises four PLs and (ii) the Zambezi area
located within the Zambezi Belt of southern Zambia that hosts a lower Katanga
Supergroup succession which, although less studied than its northern
counterpart, also hosts a number of Copperbelt-style occurrences and which
comprises one PL
The fair value of the assets and liabilities acquired were as follows:
Oct 2020
£
Ordinary shares (issued) 1,925,000
Fair value of assets and liabilities acquired
- Assets 743
- Loan for exploration licenses (41,205)
(40,462)
Deemed fair value of 1,965,462
exploration assets acquired
Attributable to non-controlling
interest 481,250
Acquisition of African Pioneer Zambia Limited ("APZ") (Zambia Projects)
On 1 June 2021 the Company completed the acquisition of 80% of APZ, which
holds a 100 per cent. interest in five Zambian Prospecting Licenses (PLs)
located in two areas namely (i) the Central Africa Copperbelt (Copperbelt),
which is the largest and most prolific mineralized sediment- hosted copper
province known on Earth and which comprises four PLs and (ii) the Zambezi area
located within the Zambezi Belt of southern Zambia that hosts a lower Katanga
Supergroup succession which, although less studied than its northern
counterpart, also hosts a number of Copperbelt-style occurrences and which
comprises one PL
The fair value of the assets and liabilities acquired were as follows:
Oct 2020
£
Ordinary shares (issued)
1,925,000
Fair value of assets and liabilities acquired
- Assets
743
- Loan for exploration licenses
(41,205)
(40,462)
Deemed fair value of
exploration assets acquired
1,965,462
Attributable to non-controlling
interest 481,250
Gross fair value of exploration assets
acquired 2,446,712
Resource Capital Partners Pty Ltd ("RCP") (Botswana Projects)
On 1 June 2021 the Company completed the acquisition of 100% of Resource
Capital Partners Pty Ltd ("RCP"), which holds a 100 per cent. interest in
eight Botswana Prospecting Licenses ("PLs") located in two areas namely (i)
the Kalahari Copperbelt (KC) that contains copper-silver mineralisation and
which is generally stratabound and hosted in metasedimentary rocks that have
been folded, faulted and metamorphosed to greenschist facies during the Damara
Orogeny and which comprises six PLs and (ii) the Limpopo Mobile Belt
("Limpopo") set within the Motloutse Complex of eastern Botswana, a
transitional boundary between the Zimbabwe Craton to the north and the Limpopo
Mobile Belt to the south which comprises two PLs;
The fair value of the assets and liabilities acquired were as follows:
Oct 2020
£
Consideration
Equity consideration
- Ordinary shares (issued) 350,000
Fair value of assets and liabilities acquired
- Assets -
- Liabilities -
-
Deemed fair value of 350,000
exploration assets acquired
6. Exploration and evaluation assets
30 June 2025 31 Dec 2024
£ £
Balance at beginning of period 5,424,520 5,221,534
Acquisitions during the period -
Exploration expenditure in period 30,506 202,986
Carried forward 5,455,026 5,424,520
at end of period
6.1. Exploration assets
The Company's principal business is to explore opportunities within the
natural resources sector in Sub-Saharan Africa, with a focus on base and
precious metals including but not limited to copper, nickel, lead and zinc.
The Company has acquired the Namibia Projects, Zambia Projects and Botswana
Projects (see Note 5 for details):
On 16 May 2023 the Company announced an updated Indicated and Inferred Mineral
Resource Estimate for the Ongombo copper project in Namibia, was completed by
independent consultants Addison Mining Services ("AMS"). AMS has highlighted a
number of areas both down-plunge and down-dip of defined mineralisation where
the external consultant believes the delineation of further mineralisation is
extremely likely. In addition, a large proportion of the drilling and assaying
undertaken on the East-Ost Shoot did not assay for gold. Therefore, AMS also
indicates that scope for a further increase in the Cu Eq grade of the East -
Ost Shoot is likely once infill or twin drilling is undertaken. This is
potentially significant as the East-Ost Shoot is notably thicker than the
Central Shoot and offers an easier more efficient mining target than the
narrower Central Shoot. Addition of gold at East - Ost Shoot may increase
the global resource tonnage as the addition of further value will increase the
Cu Eq grade above the 1% cu cut-off currently being used for resource
estimation.
The Company's' main focus during the period was on evaluating and advancing
its 85% owned Namibian Projects and its 100% owned Botswana Projects and the
80% owned Zambian exploration licence which is not the subject of the First
Quantum Option Agreement described at paragraphs 4.5 of the Corporate Review
above.
6.2. Exploration assets accounting policy
Exploration, evaluation and development expenditure incurred is accumulated in
respect of each identifiable area of interest. These costs are only carried
forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not
yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves. Accumulated costs in relation to an
abandoned area are written off in full in the year in which the decision to
abandon the area is made. When production commences, the accumulated costs for
the relevant area of interest are transferred to development assets and
amortised over the life of the area according to the rate of depletion of the
economically recoverable reserves. A regular review is undertaken of each area
of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
7. Borrowings
Unaudited Audited
30 31
June December
2025 2024
£ £
Convertible Loan Facility 50,000 50,000
50,000
50,000
On 1 May 2024 the Company entered into an unsecured convertible loan funding
facility agreement for up to £1,000,000 (the "Facility"). The Facility was
originally convertible at 2.8 pence per ordinary share ("Share") but in light
of the fundraising on 10 February 2025 at 1 pence per Share is now convertible
at 0.1.2727 pence per Share.
Working Capital Facility Agreement
The Facility is for £1,000,000 in total, is unsecured, interest free and
the Company was able to be drawn down in four loan tranches of £250,000 each
and the Company has made two Loan Tranche drawdowns of £250,000 each under
the Facility and is not permitted to make any additional drawdowns. To date
£50,000 has been paid by the Lender which is due to be repaid to the Lender.
The Facility was created as a standby facility and the Company is
re-negotiating the terms of the Facility with the Lender who is a long term
shareholder in the Company.
Repayment and Conversion
Repayment
Unless otherwise converted, the Company must repay each Loan Tranche on the
first anniversary of the advance by the Lender of the applicable Loan Tranche
("Maturity Date"). The Company may prepay the whole or part of the Facility on
any day prior to the Maturity Date for a Loan Tranche upon giving not less
than 14 days' prior written notice to the Lender and paying in cash a
prepayment fee of 5% of the amount which the Company prepays in cash before
the Maturity Date. The Lender can during the 14 days' notice period make an
election for all or part of the Loan subject to a prepayment notice to be
repaid in Shares in which case the 5% fee shall not apply to that proportion
of the Loan repaid in Shares.
Conversion of Loan Tranche by Lender
The Lender may at any time during the Facility Period elect to convert all or
part of any drawn down amount into such number of new Shares equal to the
amount of the Loan Tranche that is to be repaid at the date of the election
divided by the conversion price. The original conversion price was 2.8 pence
("Original Conversion Price") which under the conversion adjustment mechanism
described below has been reduced to 1.2727 due to the fundraising at 1 pence
per share announced by the Company on 10 February 2025 ("February 25
Fundraising") ("New Conversion Price").
Conversion of Loan by the Company
The Company may at any time during the Loan Period elect to convert all or
part of a Loan if the Share price exceeds a target conversion price for a
period of five or more business days. The original target conversion price was
3.6 pence per share ("Original Target Conversion Price") which under the
conversion adjustment mechanism described below has been reduced to 1.6362
pence following the February 2025 Fundraising ("New Target Conversion Price").
Conversion Adjustment Mechanism
If the Company before i) the Maturity Date for a Loan Tranche and before ii)
the Loan Tranche has been repaid issues Shares for cash consideration ("Issue
Price") at a discount to 2.2 pence per Share (the "Base Issue Price") then the
Conversion Price and the Target Conversion Price in respect of that Loan
Tranche shall be multiplied by a fraction, the numerator of which will be the
Issue Price and the denominator of which will be 2.2 pence.
Interest and Fees
The Loan is interest free. The Lender shall be paid an arrangement fee of 10%
of the amount of the Facility to be settled by the issue of 5,089,177 new
Shares ("Facility Fee Shares") credited as fully paid by at an issue price of
1.965p per Share (being the Five Day VWAP on the date of the announcement of
the Facility) with the Facility Fee Shares to be issued on or before 31
December 2024 or such other date agreed by the parties. The Facility Fee
Shares have not yet been issued.
On the drawdown of any Loan Tranche the Lender shall be paid a further fee of
2% of the amount of the relevant Loan Tranche which is to be settled by the
issue of new Shares credited as fully paid at the five-day VWAP on the date of
the relevant Loan drawdown notice ("Drawdown Fee Shares") with the Drawdown
Fee Shares to be issued on or before 31 December 2024 or such other date
agreed by the parties. The Drawdown Fee Shares have not yet been issued.
Option to Extend Facility
If the Company had drawn down in full or in part against all four loan
tranches then it had the option to elect to be able to drawdown up to an
additional GBP500,000 ("Optional Loan Tranche"). As the Company only made
drawdowns against two of the loan tranches it does not have this option.
Warrants
On the drawdown of any Loan Tranche, the Lender shall be issued three year
warrants over Shares ("Warrants") with a face value equal to 50% of the amount
drawn down under the Loan Tranche. The exercise price for the Warrants
applicable to each of the tranches are as follows:
· 4 pence per share for the drawdown of the four loan tranches;
and
· 5.7 pence per share for the drawdown of the Optional Loan
Tranche;
If there were no drawdowns under two or more of the loan tranches then, the
Company would be due to issue a three year warrant to the Lender for an amount
equal to 25% of the Facility that has not been drawn down with an exercise
price of 3.5 pence per share ("No Draw Down Warrants"). The Company has not
issued the No Draw Down Warrant pending the re-negotiation of the terms of
the Facility with the Lender
8. Share Capital
The share capital of African Pioneer Plc consists only of fully paid ordinary
shares with no par value. All shares are equally eligible to receive dividends
and the repayment of capital and represent one vote at shareholders' meetings
of the Company.
30 June 2025
Number £
Authorised:
1,000,000,000 ordinary shares of no par value 1,000,000,000 n/a
30 June 2025
Group Number of shares Share
capital
£
As at 1 January 2025 228,991,101 6,242,598
Shares issued during the period 49,429,495 482,166
Share issue costs - (128,672)
Share based payment charge - (16,403)
As at 30 June 2025 278,420,596 6,579,689
On 10 February 2025 the Company issued 42,000,000 new ordinary shares at 1
pence per ordinary share raising £420,000 before expenses.
Each participant in the fundraising received one warrant exercisable at 1.75
pence per ordinary share from 12 months to 36 months after the admission for
each share issued. The Company also issued a warrant to Shard Capital Partners
LLP to subscribe for a total of 2,100,000 new Ordinary Shares exercisable at
the fundraising price for a period of three years from admission of the shares
In addition on the same day 207,039 new Ordinary Shares were issued to one
consultant at 3.5 pence per share to settle £7,246 of accrued fees and
1,000,000 new Ordinary Shares was issued to another consultant at the
fundraising price of 1 pence to settle £10,000 of accrued fees.
On 19 May 2025 the Company issued 6,222,456 new Ordinary Shares to settle a
total of £44,920 of consultancy fees. 5,970,149 of the Ordinary Shares were
issued at 0.67 pence being the 10 day VWAP share price on 14 May 2025 to
settle £40,000 of fees and 252,307 of the Ordinary Shares were issued at 1.95
pence being the VWAP share price for the 6 months ended 31 December 2024 to
settle £4,920 of fees.
9. Warrants
At 30 June2025 the warrants in the table below over ordinary shares in the
issued share capital of the Company were issued and at the period end had not
been exercised.
Number of Warrants Exercise price (p) Expiry
Fundraising Warrants (Note 1) 40,000,000 1.75 13 February 2028
Broker Warrants (Note 2) 2,100,000 1.00 13 February 2028
42,100,000
Note 1: The 40,000,0000 Fundraising Warrants were issued on 13 February 2025.
A warrant reserve of £76,900 was created in relation to the Fundraising
Warrants based on their fair value determined at the date of grant using the
Black Scholes model using the inputs indicated below:
Share price at the date of
issue
1.025p
Strike
price
1.75p
Volatility
45%
Expected
life
3 years
Risk free
rate
4.462%
Note 2: The 2,100,000 Broker Warrants were issued on 13 February 2025. A
warrant reserve of £7,772 was created in relation to the Broker Warrants
based on their fair value determined at the date of grant using the Black
Scholes model using the inputs indicated below
Share price at the date of
issue
1.025p
Strike
price
1.0p
Volatility
45%
Expected
life
3 years
Risk free
rate
4.462%
10. Share Options
A new Share Option Scheme for the directors, senior management, consultants
and employees was approved at the AGM on 23 August 2022. On 24 January 2023
the Company announced that pursuant to the Share Option Scheme approved
16,850,000 options over Ordinary Shares ("Options") were awarded, 6,600,000
of the Options were awarded to directors of the Company, as detailed below and
the balance of 10,250,000 Options to other eligible participants. The Company
had not previously issued any Options.
Summary of the Options awarded:
Total number of options: A total of 16,850,000 Options have been awarded.
Exercise prices & award date: All the Options have an exercise price of 4.5 pence per Ordinary Share and
vested on issue.
Exercise period: The Options can be exercised any time after vesting and prior to their
scheduled expiry and must be exercised within 6 months of an option holder
leaving the Company or within 12 months of the death of an option holder.
Options awarded to the Directors Directors No. of Options
Executive Directors:
Colin Bird Executive Chairman 5,000,000
Christian Cordier Commercial Director 500,000
Raju Samtani Finance Director 600,000
Non Executive Directors:
Kjeld Thygesen Independent 500,000
James Cunningham-Davis Nil
Total Directors 6,600,000
As a result of this the fair value of the share options was determined at the
date of the grant using the Black Scholes model, using the following inputs:
Share price at the date of amendment
3.3p
Strike
price
4.5p
Volatility
50%
Expected
life
10
years
Risk free interest
rate
4%
The share-based payment charge for these share options for the six months to
30 June 2025 was £16,403 (YE 29 December 2024: £30,740), which has been
taken to the share-based payment reserve and the resultant fair value of the
share options as at 30 June 2025 was determined to be £79,950 (29 December
2023: £63,547).
11. Concert Party
At the period end the concert party, as defined and further details of which
were disclosed in the Company's prospectus dated 26 May 2021, held an
aggregated interest of 36.44%.
12. Subsequent events
No significant events have occurred subsequent to the reporting date that
would have a material impact on the consolidated financial statements
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