RNS Number : 2572J
Andrada Mining Limited
27 November 2025
27 November 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 (MAR) AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE (RIS), THIS INSIDE INFORMATION WILL BE IN THE PUBLIC DOMAIN.
ANDRADA MINING LIMITED
("Andrada" or the "Company")
UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2025
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), an emerging African critical minerals miner with a portfolio of exploration, development and early-stage production assets in Namibia, is pleased to announce its unaudited interim financial results for the six-months ended 31 August 2025 ("H1 FY2026"). The results reflect the benefits of sustained capital investments and processing improvements across the Company's asset base.
HIGHLIGHTS
Operational: sustained production growth
· Ore processed: increased by 10% Year-on-Year ("YoY") to 527 583 tonnes (H1 FY2025: 481 504 tonnes).
· Tin concentrate: increased 14% YoY to 858 tonnes (H1 FY2025: 752 tonnes).
· Tantalum concentrate: increased by 12% to 27 tonnes (H1 FY2025: 24 tonnes).
Financial: improved margins
· Revenue: increased by 12% to £12.2 million (H1 FY2025: £10.8 million).
· Operating loss improvement: decreased by 35% YoY to £0.9 million (H1 FY2025: loss of £1.5 million).
· Average tin price: increased by 6% to US$33 154 per tonne (H1 FY2025: £31 397).
· Corporate restructure: administrative expenses decreased by 26% to £3.7 million (H1 FY2025: £5.0 million).
Projects & Partnerships: primed for rapid expansion
· Growth platform: engineering investment over last 12 months provides a foundation for accelerated growth.
· Uis Mine Ore Sorter project: reengineered the pre-concentration circuit for tin and tantalum ready for final construction phase.
· Uis Mine lithium expansion project: projected to enter Definitive Feasibility Study ("DFS") phase during 2026.
· Uis Mine exploration upside: multiple notable drilling results for targets proximal to the current mining pit with high-grade intersections of up to 1.13% tin and 1.76% lithium oxide.
· Jig Plant: construction of processing plant for treatment of third-party high-grade ore and Uis ore completed in August 2025.
· Lithium Ridge: lithium exploration programme commenced at Lithium Ridge for potential mineral resource development, in partnership with SQM Australia (Pty) Ltd.
· Talent10: a new strategic shareholder at 8% interest aligning with Andrada's strategy to secure long-term institutional support.
CHIEF EXECUTIVE OFFICER'S STATEMENT
I am pleased to update stakeholders on our performance for the six months ended 31 August 2025. Following a period of engineering investment and corporate restructuring, we are now transitioning from capacity build-up into a scaling phase. Our growth potential far surpasses our current operational footprint. The results for the period demonstrate meaningful improvements in cost performance, cash discipline, and operating leverage, which collectively support the delivery of our growth strategy. The combination of developmental and operational assets featuring a suite of critical minerals including tin, tantalum, lithium, tungsten and copper, located in an investment-friendly jurisdiction, position the group as a strategic source of future supply.
Safety Performance
Our safety performance continues to improve meaningfully, supported by several targeted initiatives including quarterly safety audits, Visible Felt Leadership engagements, and our Elimination of Fatalities programme. These efforts, combined with the commitment of our operational teams, have enhanced our safety culture. During the period, no fatalities were recorded, the LTIFR improved from 1.74 in H1 FY2025 to 0.00 and the TRIFR reduced from 6.50 to 4.53. Ongoing employee training sessions and capacity building have also been central in strengthening our safety culture and enhancing overall workplace safety. As we approach the traditionally high-risk festive season, we are implementing enhanced safety measures with added vigilance to ensure that the strong performance achieved to date is maintained. The wellbeing of our employees remains paramount, and we are committed to embedding world-class safety standards across all operations.
Uis Mine Operational Performance
The Uis Mine, located on Uis mining license (ML134), is our main initial producing asset and has maintained its long-term production growth trajectory during the period under review. The ore processed increased by 10% YoY to 527 583 tonnes (H1 FY2025: 481 504 tonnes) reflecting continued plant stability. The plant processing rate increased by 8% to 143tph, (H1 FY2025: 132tph), demonstrating the results of ongoing optimisation initiatives. Tin concentrate production increased by 14% to 858 tonnes (H1 FY2025: 752 tonnes) resulting in the 11% increase in contained tin tonnage to 511 tonnes (H1 FY2025: 462 tonnes).
Tantalum concentrate production increased by 12% to 27.1 tonnes (H1 FY2025:24.3 tonnes), fully in line with targeted production levels. Revenue from tantalum increased to £0.3 million (H1 FY2025: £0.06 million), representing 3% of Group revenue. Importantly, tantalum carries a low incremental cost of production, meaning a substantial portion of this revenue flows directly to gross profit strengthening margins and supporting diversification.
Key production metrics
Description
Unit
H1 FY2026
H1 FY2025
TIN
Feed grade
% Sn
0.137
0.140
Ore processed
Tonnes (t)
527 583
481 504
Plant processing rate
Tonnes per hour (tph)
143
132
Tin concentrate
Tonnes (t)
858
752
Contained tin
Tonnes (t)
511
462
Tin recovery
%
71
72
Plant availability
%
90
90
Plant utilisation
%
94
92
Uis mine C1 operating cost¹
USD/t contained tin
17 468
18 640
Uis mine C2 operating cost²
USD/t contained tin
19 594
20 887
Uis mine AISC³
USD/t contained tin
24 808
25 932
Orion royalty
USD/t contained tin
3054
1 611
Tin price achieved
USD/t contained tin
33 154
31 397
Number of shipments
#
24
28
TANTALUM
Tantalum concentrate
Tonnes (t)
27.10
24.30
Contained tantalum
Kilogramme (Kg)
2 968
2 595
Tantalum grade
Percentage (%)
10.95
10.53
Tantalum recovery
Percentage (%)
5.23
4.46
All the numbers are unaudited
1 C1 operating cash costs refers to operating cash costs per unit of production excluding selling expenses and sustaining capital expenditure associated with Uis Mine.
2 C2 operating cash costs are equivalent to the C1 costs plus selling expenses including logistics, smelting and royalties excluding Orion royalty.
3 All-in sustaining cost (AISC) incorporates all costs are related to sustaining production, capital expenditure associated with developing and maintaining the Uis operation as well as pre-stripping waste mining costs excluding the Orion royalty.
The following graphs illustrate the consistent production growth achieved over the past five years.
Graphs illustrating 5-year mining and production growth trajectory
Uis Mine Development Projects
While management is pleased with the consistent incremental production growth of the Uis Mine, we believe that the asset presents potential for exponential growth as part of a larger Andrada project portfolio. Our development projects for the mine are aimed at rapidly expanding existing tin and tantalum production and establishing a new lithium concentrate product, all from the same run-of-mine ore feed. We believe that our development projects will improve the Company's financial performance by decreasing the overall unit cost of production resulting in positive group cash flows and improved margins through planned substantial increases in production volumes.
Uis Mine Ore Sorter Project
The Ore Sorter Project is projected to boost production of tin and tantalum concentrate by approximately 60% and reduce the unit cost of production. The circuit will be installed at the front end of the existing concentrator plant and will pre-concentrate the run-of-mine ore from the mining pit, resulting in an enriched ore feed to the existing concentrator. Pre-concentration will be achieved by employing proven ore sorting technology.
Project implementation has been delayed due to corporate restructuring and reprioritisation of capital. In addition, the project was the subject of a reengineering initiative resulting in a saving of more than 20% of the outstanding capital. The Ore Sorter Project has been established as a key deliverable for 2026. Long lead items have been procured and are being stored on site. Fabrication of the remaining parts of the circuit is set to commence during first half of 2026, with commissioning scheduled for the second half 2026.
Uis Mine Lithium Expansion
The run-of-mine ore processed for tin and tantalum also contains notable grades of lithium as confirmed in the JORC-compliant mineral resource estimate for Uis. (See announcements dated 6 February 2023, 20 March 2023 and 10 Aprill 2025). It is our aim to monetise the lithium by producing a high purity concentrate by means of a beneficiation circuit integrated with our current processing plant. A techno-economic assessment, based on extensive metallurgical test work, has confirmed the technical and financial potential of the project. The Company intends to progress the project towards the DFS phase. Andrada management believes that the project has the potential to positively transform the cash generating ability of the Uis Mine and is engaging both potential offtake and development partners with a view of fast-tracking progress towards implementation.
Uis Mine Exploration
In April 2025, we released the initial drill results from our exploration programme targeting 13 proximal pegmatites located within previously mined areas of the Uis mining licence (ML134). These pegmatites lie within a 3 km radius of the existing Uis processing plant and form part of a much larger swarm of approximately 180 mineralised pegmatites identified to date across the licence area. The programme comprises 44 diamond drill holes and 177 reverse circulation holes, forming part of a broader strategy to validate historical datasets and assess the by-product potential of the extensive pegmatite system. The results from this initial phase were highly encouraging, including high-grade intersections of up to 1.13% tin, 1.76% lithium oxide, and 281ppm tantalum. The results validate our strategy to pursue a targeted expansion of the Uis resource base toward 200 million tonnes, strengthening the foundation for sustainable growth and positioning the operation to support both existing tin and tantalum output and future lithium opportunities. (See announcement dated 10 April 2025).
Partnerships
Jig Plant and Third-Party High-Grade Ore Supply
The Jig Plant represents an operational partnership with Birca Mining (Pty) Ltd. The plant is located at the site of the Uis Mine processing facility with the primary purpose of processing third-party high-grade ore from the region. Construction was completed in August 2025 on time and on budget, but commissioning was hampered by material flow issues and is still in progress. (See announcement dated 17 June 2025). Management however believes that these commissioning challenges are temporary and will be resolved.
Uis Tin Mining Company (Pty) Ltd, a wholly owned subsidiary of Andrada, entered into an ore supply and profit-sharing agreement (the "Agreement") with Goantagab Mining in June 2025. (See announcement dated 17 June 2025). The supply of the high-grade ore under the Agreement, however, has been delayed following a recent, new court judgement affecting the Goantagab mining claims. As set out in the announcement dated 17 June 2025, certain legislative environmental concerns had been raised in connection with a portion of the Goantagab mining claims. The new judgement means that all major mining activity on all the Goantagab mining claims has now been halted, pending a final court decision. At this stage there can be no certainty as to when the ore supply under Agreement will commence. Andrada continues to engage constructively with Goantagab Mining and all affected parties to reach an amicable resolution for the co-existence of conservation, mining and job creation.
The Company believes in the long-term economic potential of external ore supply partnerships and will continue to actively seek similar opportunities. In the absence of a third-party ore supply, Andrada intends to supply the Jig Plant with ore from the Uis Mine.
Lithium Ridge
Andrada has partnered with SQM Australia (Pty) Ltd ("SQM") for the development of the Lithium Ridge mineral license. Prior to the period under review, Andrada received deal approval from the Namibian Competition Commission which paved the way for the implementation of a mineral exploration programme funded by SQM as part of an earn-in agreement. The programme is designed to unlock the full potential of the mineralised ridge and to extend exploration across the wider licence area where new spodumene-bearing pegmatites have been identified. The 14 000 metre DD programme commenced in August 2025 comprising approximately 120 orientated holes, to determine the depth of the extensions and continuity of the mineralisation already identified at surface.
Talent10
During June 2025, Andrada welcomed Talent10 Resources (Pty) Ltd ("Talent10") as a new strategic institutional shareholder through an equity subscription for £4.5 million which resulted in an 8% interest in the Company. Talent10 has a highly respected southern African mining pedigree, backed by a network of some of the top names in the industry. The partnership supports the capital projects at Uis and places Andrada at the heart of an ecosystem primed to accelerate our future growth.
Consolidated Financial Performance
Profit and Loss Statement
Revenue
Revenue increased by 12% to £12.2 million (H1 FY2025: £10.8 million) driven by increased sales volume and strong tin pricing. As the Company executes its tin expansion strategy that includes the additional processing capacity provided by the Jig Plant, revenue is expected to continue to increase in line with higher production.
Gross profit
Gross profit decreased by 27% to £1.9 million (H1 FY2025: £2.6 million) because of a 25% increase in the cost of sales, driven by inflationary increases in production costs including mining and processing. These cost movements are consistent with an asset undergoing expansion and optimisation, and they are expected to improve as the Jig Plant and Uis Mine operational improvements contribute incremental efficiency gains.
Cash operating costs per tonne of contained tin analysis.
Unit cash operating costs include tantalum credits, exclude the Orion royalty charge and reflect operational half-year adjustments. These figures are not directly comparable to International Financial Reporting Standards ("IFRS") cost of sales, which incorporates depreciation, stock movements, accruals and other non-cash adjustments under IFRS accounting definitions.
· C1 cash cost: decreased by 6% YoY to US$17 468 (H1 FY2025: US$18 640).
· C2 cash costs: decreased by 6% YoY to US$19 594 (H1 FY2025: US$20 887).
· All - In - Sustaining Cost: decreased by 4% YoY to US$24 808 (H1 FY2025: US$25 236). The decrease in AISC is due to the increase in production.
· The decrease in all costs is primarily due to higher production tonnage.
· Orion royalty: increased to US$3 054 (H1 FY2025: US$1 611) due to the increased rate in relation to the scaling mechanism of the royalty rate based on concentrate tonnage sold. The royalty rate is anticipated to decrease as the production of tin concentrate increases.
Operating loss
The operating loss decreased by 35% to £0.9 million (H1 FY2025: loss £1.5 million) mainly due to a 26% decrease in administrative expenses driven by a reduction in employee costs, professional fees, travelling costs and Uis mine expenses. These categories collectively constitute 69% of administrative expenditure. This was further supported by the restructuring of the Johannesburg head office headcount at the beginning of the reporting period.
Net loss
Net loss improved by 6% to £3.0 million (H1 FY2025: net loss of £3.2 million) primarily despite a £0.2 million tax expense arising from changes in the Namibian tax legislation requiring a tax charge on subsidiary profits. No comparable tax charge was required in the comparative period. Excluding this unique tax impact, the underlying net loss improved by 13% to £2.8 million.
Financial Position Statement
Assets
Total assets increased by 3% YoY to £69.0 million (H1 FY2025: £66.9 million) due to the continued investment into property, plant and equipment ("PPE") mainly related to Continuous Improvement 2 programme equipment including the new filter press and shaking tables at Uis Mine. Trade and other receivables increased to £7.9 million (H1 FY2025: £4.4 million) largely due to tin prepayments. Total assets, however, during the interim period decreased marginally by 1% from £69.6 million at the end of February 2025 primarily due to a reduction of £1.1 million in cash and cash equivalents in the six months reflecting ongoing investment activity and debt-service requirements.
Equity
Total equity decreased by 13% YoY to £25.5 million (H1 FY2025: £29.5 million) mainly due to accumulated losses during the period under review. However, within the six months from March 2025, total equity increased by 8% mainly due to the significant increase in share capital of £5.5 million from the equity raise in June 2025 and the issuance of shares in lieu of interest to convertible loan note holders. The increased share capital demonstrates continued support from both existing and new institutional shareholders and reinforces confidence in the long-term potential of Andrada's asset base.
Liabilities
Total liabilities grew 15% year-on-year to £43.2 million, driven by increases in trade payables and borrowings totalling £5.4 million over 12 months. The borrowings include the £2.0 million funding from The Orange Trust for the procurement of the Jig Plant. (See announcement dated 12 February 2025). The proceeds have also been instrumental in accelerating the Company's exploration initiatives, enhancing production capabilities, and creating new job opportunities for Namibians. The liabilities however during the interim period from March 2025 decreased by 6% representing a £2.7 million reduction including approximately £1 million decrease in total borrowings, £0.9 million reduction in financial liabilities and £0.6 million decrease in trade payables. These actions collectively demonstrate prudent capital deployment and enhanced operational capacity.
Tin price hedge
Andrada continues to manage price volatility proactively through a structured hedging strategy. The Company entered a series of fixed-for-floating commodity swap arrangements, initially with Standard Bank Namibia and subsequently with Bank Windhoek to stabilise cashflows in line with prevailing tin market conditions.
· The Standard Bank hedge was effective from June 2024 to May 2025, locking in a fixed tin price of US$33 000 per tonne for 20 tonnes per month.
· The current Bank Windhoek contract runs from June 2025 to May 2026, securing a fixed price of US$34 400 per tonne for the same 20-tonne monthly volume.
Settlements on these swaps was paid out monthly and recognised in the Statement of Comprehensive Income. A derivative financial liability was recognised at period-end to account for open contracts, reflecting the difference between the hedged fixed price and the prevailing LME three-month tin price.
Cashflow Statement
The Company started the interim period with approximately £1.8 million cash and cash equivalents closing the six months period with £0.7 million. This closing position reflects the £2.8 million in net funding secured during the period, largely through the strategic investment made by Talent10. The net outflows of £1.7 million were constituted of approximately £1 million in interest and lease payments and bank debt repayments of £0.7 million. Cashflows for the period were predominantly driven by investing and financing activities, consistent with Andrada's growth phase. PPE continued to dominate investing cashflows at approximately £3 million constituting the bulk of the of the £3.2 million net cash utilised in investing in activities. Andrada closely monitors and manages its liquidity risk as well as daily working capital requirements. Cashflow forecasts are updated regularly, considering potential logistical delays in global concentrate shipments, to ensure the Group maintains sufficient liquidity to meet its obligations.
Evolving our cost and quarterly reporting framework
As Andrada's operational footprint expands, we continue to refine the way we report performance to ensure stakeholders receive information that is accurate, reliable, and useful for valuation. Quarterly cost and pricing estimates, while previously included, have proven increasingly misleading due to short reporting cycles and normal fluctuations in grade, recoveries, shipment timing, inventory movements, and foreign-exchange rates. These factors can distort the underlying progress we are making on efficiency and margin improvement. To address this, we will no longer publish quarterly cost and pricing estimates in operational updates. These metrics will continue to be reported in full at interim and year-end results, where the necessary context can be provided. Quarterly updates will remain substantive and transparent, focusing on production, project execution, and development progress, which together offer a more accurate reflection of the Company's progress.
POST-PERIOD
Directorate changes
On 30 September 2025, Mr. Michael Rawlinson and Mr. Terence Goodlace stepped down from the Board to pursue other professional commitments. Terence Goodlace, who joined the Board in 2018 and chaired the ESG Committee, played a pivotal role in building a strong ESG foundation for the Group. His guidance helped establish the policies, systems and governance structures that underpin our sustainability approach today. Michael Rawlinson, who joined the Board in 2021 and chaired the Remuneration and Nomination Committee, made a significant contribution to strengthening Andrada's governance framework and ensuring alignment between remuneration, performance and long-term strategic goals. We express our sincere gratitude to both Terence and Michael for their leadership, insight and service. We wish them every success in their future endeavours. (See announcements dated 29 August 2025 and 29 September 2025).
Publication of the 2025 Sustainability Report
On 7 November 2025, Andrada released its FY2025 Sustainability Report, outlining the Company's significant achievements in health and safety, socio-economic development, governance and environmental stewardship. The report was prepared in accordance with the Global Reporting Initiative ("GRI") Universal Standards 2021, with early adoption of GRI 14: Mining Sector 2024.
Highlights of the reporting period include:
· A substantial increase in local procurement and supplier development, reinforcing our commitment to Namibia's economic progress.
· Advancement of the Nature Roadmap, including biodiversity assessments and nature-related risk planning.
· Continued alignment with the Global Industry Standard on Tailings Management.
These achievements reflect the strategic investments we have made in people, systems and partnerships, which are strengthening our long-term sustainability foundations. (See announcement dated 7 November 2025).
The full FY2025 Sustainability Report is available for download on the Company's website at https://andradamining.com/investors/corporate-publications/
Glossary of abbreviations
£
Great British Pound
CY
Calendar year
ESG
Environmental, Social, and Governance
FY
Financial year
GISTM
Global Industry Standard on Tailings Management
GJ
Gigajoules
GRI
Global Reporting Initiative
H1 FY2025
First half period of the 2025 financial year ended 31 August 2024
H1 FY2026
First half period of the 2026 financial year ended 31 August 2025
ICMM
International Council on Mining and Metals
IFC
International Finance Corporation
LTIFR
Lost time injury frequency rate
N$
Namibian Dollar
PPE
Property, plant & equipment
TRIFR
Total recordable injury frequency rate
US$
United States Dollar
CONTACTS
Andrada Mining Anthony Viljoen, CEO Sakhile Ndlovu, Head of Investor Relations
+27 (11) 268 6555
NOMINATED ADVISOR & BROKER
Zeus Capital Limited Katy Mitchell Harry Ansell Andrew de Andrade
+44 (0) 20 2382 9500
CORPORATE BROKER & ADVISOR
H&P Advisory Limited Andrew Chubb Jay Ashfield Matt Hasson
About Andrada Mining Limited
Andrada Mining Limited, listed on the London Stock Exchange's AIM market, holds exploration, development, and early stage producing assets in Namibia, a premier investment destination in Africa. The Company's strategy focuses on unlocking Namibia's abundant mineral resources via best-in-class strategic partnerships across its resource base, enhancing the country's reputation as a leading global hub for African critical mineral investment. Andrada is actively scaling up tin production alongside lithium and tantalum, steadily broadening its operational footprint and output. The Company aims to supply critical raw materials from its extensive resource portfolio to support a sustainable future, improve quality of life, and uplift communities near its operations. These critical metals play a crucial role in the green energy transition, serving as essential components for electric vehicles, solar panels, and wind turbines.
ANDRADA MINING LIMITED
INTERIM REPORT AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
£
Notes
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Continuing operations
Revenue
4
12 164 318
10 814 696
23 805 463
Cost of sales
5
(10 289 152)
(8 232 350)
(20 847 349)
Gross profit
1 875 166
2 582 346
2 958 114
Administrative expenses
6
(3 675 450)
(4 998 095)
(9 492 562)
Other income
7
859 702
969 397
991 026
Gain on loss of control
-
-
1 629 200
Operating loss
(940 582)
(1 446 352)
(3 914 222)
Finance income
8
48 910
321 326
1 719 376
Finance expenses
8
(1 897 517)
(2 074 347)
(6 271 921)
Loss before tax
(2 789 189)
(3 199 373)
(8 466 767)
Income tax expense
(220 016)
-
(1 322 356)
Loss for the period
(3 009 205)
(3 199 373)
(9 789 123)
Other comprehensive income/(loss)
Items that will or may be reclassified to profit or loss:
Exchange differences on translation of share-based payment reserve
1 463
168
180
Exchange differences on translation of foreign operations
(981 221)
1 226 680
1 393 588
Exchange differences on non-controlling interest
-
(19 497)
(24 909)
Other comprehensive (loss)/profit for the period
(979 758)
1 207 351
1 368 859
Total comprehensive loss for the period
(3 988 963)
(1 992 022)
(8 420 264)
Loss for the period attributable to:
Owners of the parent
(3 009 205)
(3 215 983)
(9 771 306)
Non-controlling interests
-
16 610
(17 817)
(3 009 205)
(3 199 373)
(9 789 123)
Total comprehensive loss for the period attributable to:
Owners of the parent
(3 988 963)
(1 989 135)
(8 377 538)
Non-controlling interests
-
(2 887)
(42 726)
(3 988 963)
(1 992 022)
(8 420 264)
Loss per ordinary share
Basic and diluted loss per share (pence)
9
(0.19)
(0.21)
(0.63)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
£
Notes
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Assets
Non-current assets
Intangible assets
10
11 370 307
11 098 699
11 396 487
Property, plant and equipment
11
41 185 015
39 559 506
41 648 446
Investment in associate
1 431 273
-
1 527 352
Total non-current assets
53 986 595
50 658 205
54 572 285
Current assets
Inventories
12
5 569 168
5 750 107
4 211 113
Trade and other receivables
13
7 911 033
4 405 471
7 986 117
Cash and cash equivalents
14
1 596 987
6 103 624
2 701 260
Derivative financial asset
-
-
101 313
Total current assets
15 077 188
16 259 202
14 999 803
Total assets
69 063 783
66 917 407
69 572 088
Equity and liabilities
Equity
Share capital
21
67 579 248
61 642 969
62 057 736
Accumulated deficit
(42 473 282)
(33 490 538)
(39 752 673)
Warrant reserve
193 603
482 199
482 199
Share-based payment reserve
1 813 417
1 933 989
1 546 239
Convertible loan note reserve
4 579 427
4 579 427
4 579 427
Foreign currency translation reserve
(6 184 053)
(5 681 296)
(5 202 832)
Equity attributable to the owners of the parent
25 508 360
29 466 750
23 710 096
Non-controlling interests
-
(13 824)
-
Total equity
25 508 360
29 452 926
23 710 096
Non-current liabilities
Environmental rehabilitation liability
18
1 644 234
1 270 629
1 604 389
Borrowings
15
15 002 776
16 220 417
15 527 065
Other financial liabilities
16
11 326 899
11 157 791
12 135 680
Lease liability
19
191 125
376 502
283 835
Deferred tax liability
1 108 170
-
1 135 702
Total non-current liabilities
29 273 204
29 025 339
30 686 671
Current liabilities
Trade and other payables
17
6 234 563
5 665 957
6 801 695
Borrowings
15
5 691 562
1 523 174
6 129 746
Other financial liabilities
16
1 739 591
1 009 294
1 793 765
Lease liability
19
213 418
240 717
264 518
Income tax liability
0
-
185 597
Total current liabilities
13 879 134
8 439 142
15 175 321
Total equity and liabilities
68 660 698
66 917 407
69 572 088
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
£
Share capital
Convertible loan note reserve
Accumulated deficit
Warrant reserve
Share-based payment reserve
Foreign currency translation reserve
Total
Non-controlling interests
Total equity
Total equity at 31 August 2024
61 642 969
4 579 427
(33 490 538)
482 199
1 933 989
(5 681 296)
29 466 750
(13 824)
29 452 926
Loss for the period
-
-
(6 572 303)
-
-
-
(6 572 303)
22 696
(6 549 607)
Other comprehensive income/(loss)
-
-
-
-
179
166 908
167 087
(5 412)
161 675
Transactions with owners:
Issue of shares
390 767
-
-
-
-
390 767
-
390 767
Share option charge during the period
-
-
-
238 526
-
238 526
-
238 526
Share options exercised during the period
24 000
-
11 823
-
(11 823)
-
24 000
-
24 000
Share options lapsed during the period
-
-
610 131
-
(614 632)
-
(4 501)
-
(4 501)
Reclassification of foreign currency differences on disposal of subsidiaries
-
-
(311 786)
-
-
311 556
(230)
(3 460)
(3 690)
Total equity at 28 February 2025
62 057 736
4 579 427
(39 752 673)
482 199
1 546 239
(5 202 832)
23 710 096
-
23 710 096
Loss for the period
-
-
(3 009 205)
-
-
-
(3 009 205)
-
(3 009 205)
Other comprehensive income/(loss)
-
-
-
-
1 463
(981 221)
(979 758)
-
(979 758)
Transactions with owners:
Issue of shares
5 936 833
-
-
-
-
-
5 936 833
-
5 936 833
Share issue costs
(415 321)
-
-
-
-
-
(415 321)
(415 321)
Share option charge during the period
-
-
-
-
265 715
-
265 715
-
265 715
Warrants expired during the period
-
-
288 596
(288 596)
-
-
-
-
-
Total equity at 31 August 2025
67 579 248
4 579 427
(42 473 282)
193 603
1 813 417
(6 184 053)
25 508 360
-
25 508 360
CONSOLIDATED STATEMENT OF CASH FLOWS
£
Notes
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Cash flows from operating activities
Profit / (Loss) before taxation
(2 789 189)
(3 199 373)
(8 466 767)
Adjustments for:
Fair value adjustment to customer contract
4
(213 730)
(128 328)
(16 475)
Depreciation of property, plant and equipment
11
2 491 562
2 055 858
4 401 859
Amortisation of intangible assets
10
8 888
9 111
33 322
Share-based payments
237 788
82 421
255 276
Fair value of open derivative financial asset
167 710
-
(101 313)
Loss on scrapping of assets
-
-
623 204
Gain on loss of control
-
-
(1 629 200)
Finance income
8
(48 910)
(321 326)
(1 719 376)
Finance expenses
8
1 897 517
2 074 347
6 271 921
Changes in working capital:
Decrease/(increase) in receivables
147 883
1 998 253
(3 016 834)
(Increase) in inventory
(1 447 176)
(2 676 055)
(1 134 265)
(Decrease)/increase in payables
(424 131)
(1 559 571)
499 400
Net cash generated from/(used in) operating activities
28 212
(1 664 663)
(3 999 248)
Cash flows from investing activities
Purchase of intangible assets
(232 002)
(1 510 337)
(3 407 818)
Purchase of property, plant and equipment
(2 996 782)
(8 232 385)
(11 509 537)
Finance income
48 910
321 326
423 275
Consideration received on loss of control
-
-
1 629 200
Net cash used in investing activities
(3 179 874)
(9 421 396)
(12 864 880)
Cash flows from financing activities
Finance expenses
(919 283)
(392 609)
(1 312 789)
Lease payments
(129 361)
(163 009)
(256 339)
Share based payments
-
-
24 000
Proceeds from issue of shares
4 584 679
-
-
Proceeds from bank borrowings
46 915
6 727 515
6 170 428
Repayment of bank borrowings
(723 462)
(2 735 686)
(373 721)
Repayment of other financial liabilities
(21 781)
-
(453)
Net cash generated from financing activities
2 837 707
3 436 211
4 251 126
Net decrease in cash and cash equivalents
(313 955)
(7 649 848)
(12 613 002)
Cash and cash equivalents at the beginning of the period
1 815 943
14 505 800
14 505 800
Foreign exchange differences
(791 410)
(752 328)
(76 855)
Cash and cash equivalents (net of bank overdraft) at the end of the period
14
710 578
6 103 624
1 815 943
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE PERIOD ENDED 31 AUGUST 2025
1. CORPORATE INFORMATION AND PRINCIPAL ACTIVITIES
Andrada Mining Limited ("Andrada") was incorporated and domiciled in Guernsey on 1 September 2017 and admitted to the AIM market in London on 9 November 2017. The Company's registered office is at PO Box 142, Suite 2, Block 2, Hirzel Court, St Peter Port, Guernsey GY1 3HT and it operates from Illovo Edge Office Park, Ground Floor, Building 3, 5 Harries Road, Illovo, Johannesburg, 2116, South Africa. This financial information is for the period ended 31 August 2025 and comparative figures for the six-month period ended 31 August 2024 and for the year ended 28 February 2025 are shown.
As at 31 August 2025, the Andrada Group comprised:
Company
Equity holding and voting rights At 31 August 2025
Country of incorporation
Nature of activities
Andrada Mining Ltd
N/A
Guernsey
Ultimate holding company
Greenhills Resources Ltd1
100%
Guernsey
Holding company
Andrada Mining (Pty) Ltd1
100%
South Africa
Group support services
Tantalum Investment (Pty) Ltd1
100%
Namibia
Tin & tantalum exploration
Uis Toll Mining Company (Pty) Ltd1
100%
South Africa
Holding company
Andrada Mining Mauritius Ltd1
100%
Mauritius
Holding company
Andrada Investments Mauritius Ltd1
100%
Mauritius
Holding company
Andrada Mining (Namibia) (Pty) Ltd2
100%
Namibia
Tin, tantalum & lithium operations
Uis Tin Mining Rwanda Ltd2
100%
Rwanda
Tin & tantalum exploration
Uis Tin Mining Company (Pty) Ltd3
100%
Namibia
Tin, tantalum & lithium operations
Grace Timon Investments (Pty) Ltd4
100%
Namibia
Tin & tantalum exploration
1 Held directly by Andrada Mining Limited 2 Held by Greenhills Resources Limited 3 Held by Andrada Mining (Namibia) Pty Limited 4 Held by Andrada Investments Mauritius Limited
This financial information is presented in Pound Sterling (£) because that is the currency in which the Group has raised funding on the AIM market in the United Kingdom. Furthermore, Pound Sterling (£) is the functional currency of the ultimate holding company, Andrada Mining Limited. The Group's key subsidiaries, Andrada Namibia and Uis Tin Mining Company Pty Limited ("UTMC"), use the Namibian Dollar ("NAD") as their functional currency. The period-end spot rate used to translate all Namibian Dollar balances was £1 = NAD23.89 and the average rate for the period was £1 = NAD24.10.
2. MATERIAL ACCOUNTING POLICIES
a. Basis of accounting
The consolidated interim financial information has been prepared in accordance with UK-adopted international accounting standards. The consolidated interim financial information also complies with the AIM Rules for Companies, NSX Listing Requirements, OTCQB Listing Requirements and the Companies (Guernsey) Law, 2008 and shows a true and fair view.
The material accounting policies applied in preparing these consolidated financial statements are set out below. These policies have been consistently applied throughout the period. The consolidated financial statements have been prepared under the historical cost convention except as where stated.
The interim financial information for the six months to 31 August 2025 is unaudited and does not constitute statutory financial information. The statutory accounts for the year ended 28 February 2025 are available on the Company's website.
b. Going concern
The Group closely monitors and manages its liquidity risk and day-to-day working capital requirements. Cash forecasts are regularly prepared, considering the global logistical challenges around sales, to ensure there is sufficient cash within the Group to meet its obligations. The Group runs sensitivities for different scenarios, including but not limited to changes in commodity prices and exchange rates. The Group also routinely monitors the covenants associated with the borrowing facilities and proactively engages with Bank Windhoek and the Development Bank of Namibia, the lenders, whenever there is any risk. All covenants were met as at 28 February 2025 and at 31 August 2025. Based on the year-to date production profile and latest forecast, the Group is expected to meet its covenant obligations for the testing period through February 2026. For the purpose of assessing going concern, the directors have prepared forecasts through February 2027.
The main estimates considered in management's going concern assessment include production profiles, commodity price assumptions for tin, lithium and tantalum, exchange rate forecasts and committed capital. The production output is based on the Group's current production performance following the completion of the expansion project, as well as additional production expected from the successful completion of the continuous improvement (two) capital project. In addition, the Group successfully secured £5 million (before placing fees) through a strategic subscription and placing in June 2025. £4.5 million was raised through an equity subscription by Talent10 Resources, a new strategic investor, with the balance of £500 000 being raised through institutional investors. These funds will be used to expedite the production expansion at the Uis mine. These developments support management's view that the Group has the capacity to raise the funding required to meet its operational and financing obligations in the normal course of business until February 2027. The Group also retains the flexibility to adjust the pace of its exploration and metallurgical capital expenditure.
Based on the forecasts, additional funding will be required within the next 12 months. As the Group is also currently expanding its tin operations, which are close to near-term production, the cash flow forecast assumes the successful completion of the jig plant to deliver the business strategy. Further funding will be required for additional exploration and capital projects as well as feasibility studies related to future growth phases. These forecasts are sensitive to fluctuations in the quoted tin price.
The Group believes it has several options available to it, including but not limited to, use of the overdraft facility, restructuring of the current debt, acquiring additional debt or equity, cost reduction strategies as well as potential offtake arrangements.
As a result of their review, the Directors have confidence in the Group's forecasts and have a reasonable expectation that the Group will continue in operational existence for the going concern assessment period and have therefore used the going concern basis in preparing these consolidated financial statements.
Therefore, the Group is reliant on additional funding, which is not guaranteed. This indicates that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern and that the Group may be unable to realise its assets or settle its liabilities in the normal course of business.
The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Basis of consolidation
i. Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains/losses on transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.
ii. Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially measured at fair value. After acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. The Group does not have any non-controlling interests.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. Any excess or deficit of consideration paid over the carrying amount of the non-controlling interests is recognized in the equity of the parent in transactions where the non-controlling interests are acquired or sold without loss of control. The Group has elected to recognize this effect in retained earnings.
Critical accounting estimates and judgements
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates. Information about significant areas of estimation uncertainty considered by management in preparing the interim financial information is provided below.
Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of revision and in future periods if the revision affects both current and future periods.
iii. Going concern and liquidity
Significant estimates were required in forecasting cash flows used in the assessment of going concern, including tin, tantalum and lithium prices, levels of production, operating costs, and capital expenditure requirements. For further details, refer to the going concern considerations laid out earlier in Note 2(b).
iv. Decommissioning and rehabilitation obligations
Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements. Actual costs incurred in future periods could differ materially from the estimates, and changes to environmental laws and regulations, life of mine estimates, inflation rates, and discount rates could affect the carrying amount of the provision. The resulting provisions are further influenced by advances in technology and by political, environmental, safety, business, and statutory considerations.
The Group's rehabilitation provision is based on the net present value of management's best estimates of future rehabilitation costs. Judgement is required in determining the disturbance and associated rehabilitation costs at period end, timing of costs, discount rates, and inflation. In forming estimates of the cost of rehabilitation which are risk-adjusted, the Group assessed the Environmental Management Plan and reports provided by internal and external experts.
In determining the amount attributable to the rehabilitation liability, management used a risk-free discount rate of 12.31% (August 2024: 11.02% and February 2025: 12.31%), an inflation rate of 4.0% (August 2024: 4.8% and February 2025: 4.0%) and an estimated mining period of 11.15 years (August 2024: 12.1 years and February 2025: 11.65 years), being the 15.6 million tonnes of ore as per the independent mineral reserve estimate. The rates used are in line with the Namibian market rates.
v. Impairment indicator assessment for exploration and evaluation assets
Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including specific impairment indicators prescribed in IFRS 6 "Exploration for and Evaluation of Mineral Resources". If there is any indication of potential impairment, an impairment test is required based on the asset's value-in-use.
The valuation of intangible exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is dependent on future tin prices, projected capital expenditures, environmental and regulatory restrictions, and the successful renewal of licences.
The Directors have concluded that there are no indications of impairment in respect of the carrying value of Namibian intangible assets at 31 August 2025 based on planned future development of the Namibian projects and current and forecast tin prices.
vi. Impairment assessment for property, plant and equipment
Management assessed the Uis mine for indicators of impairment by considering several factors including, the operational performance to date at the Uis Tin Mine, forecasts on commodity prices, production profile, inflation rate, post-tax discount rate and market capitalisation of the Group. The Management have also reviewed the underlying Life of Mine ("LoM") valuation model for the JORC compliant resource declared to date at the Uis mine. The LoM valuation model represents a value in use model and includes assessments of different scenarios associated with capital improvements and expansion opportunities. The assessment did not result in an impairment.
The forecasts require estimates regarding tin, tantalum and lithium prices, ore resources, production, operating and capital costs. Under the base case scenario, management used a tin price of US$32 000 per tonne, tantalum price of US$175 000 per tonne, lithium price of US$1 120 per tonne, discount (real), post-tax rate of 11.5% (23.2% pre-tax real rate). The forecast indicates sufficient headroom as at 31 August 2025.
IAS 36 outlines both external and internal indicators that may suggest an asset is impaired. As part of this review, management has considered these indicators in relation to the Uis mining asset. Based on IAS 36, no immediate indicators of impairment have been identified. However, management acknowledges that the recoverability of the mining asset is sensitive to the following key assumptions:
· Volatility in tin prices, which directly impacts revenue projections. The estimation of future tin price is subject to uncertainty considering the volatility of the market. Management has therefore compared the forecast tin price with the economic consensus estimates.
· Ramp-up of tin production anticipated from FY2027 onwards, following the completion of the jig plant and followed by the ore sorters expansion project in FY2028. Management's forecasts are dependent on tin production increasing by 45% to 2 600 tonnes of tin concentrate within the next 3 years; therefore, the Group's upcoming focus will be to deliver on its expansion projects
Management has considered these indicators and tested the recoverability of the net book value of the mining asset against the estimated discounted future cash flows based on expectations of future commodity prices and future costs.
As an additional test, management has performed the following sensitivity analyses:
· decreasing the forecast tin prices by 10%,
· increasing the discount rate to 13% post tax real rate,
· decreasing plant recovery by 10% and
· increasing operating costs by 10%.
In each of these circumstances, the result indicated sufficient headroom as at 31 August 2025.
vii. Depreciation
Judgement is applied in making assumptions about the depreciation charge for mining assets when using the unit-of-production method in estimating the ore tonnes held in reserves. The relevant reserves are those included in the current approved LoM plan, which relates to the Phase 1 expansion. Judgement is also applied when assessing the estimated useful life of individual assets and residual values. Management reviews these assumptions annually, applying judgement based on the LoM plan and the nature and condition of the underlying assets. The reserve assumptions included in the LoM plan are evaluated by management.
viii. Capitalisation and depreciation of waste stripping
The Group has elected to capitalise the costs of waste stripping activities because they are necessary to enable improved access to the ore resulting in future economic benefits. The costs for drilling, blasting, as well as load and haul of waste material are capitalised until when the underlying ore is used in production. These costs are capitalised within the mining asset in property, plant and equipment in the statement of final position and subsequently expensed back into the statement of comprehensive income as depreciation on a proportional basis. Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, among others, the expected life of mine stripping ratio for each separate open pit, the determination of what defines separate pits, and the expected volumes to be extracted from each component of a pit for which the stripping asset is depreciated.
ix. Determination of ore reserves
The estimation of ore reserves primarily impacts the depreciation charge of evaluated mining assets, which are depreciated based on the quantity of ore reserves. Reserve volumes are also used in calculating whether an impairment charge should be recorded where an impairment indicator exists. The Group estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to geological and technical data on the size, depth, shape, and grade of the ore body and related to suitable production techniques and recovery rates. The estimate of recoverable reserves is based on factors such as tin prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body. There are numerous uncertainties inherent in estimating ore reserves and mineral resources. Consequently, assumptions that are valid at the time of estimation may change significantly if or when new information becomes available.
x. Valuation of inventories
Judgement is applied in making assumptions about the value of inventories and inventory stockpiles, including tin prices, plant recoveries and processing costs, to determine the extent to which the Group values inventory and inventory stockpiles. The Group uses tin price forecasts to determine the net realisable value of the Run-Of-Mine ("ROM") stockpile and the tin concentrate inventory at period end. Inventory stockpiles are measured using actual mining and processing costs.
xi. Determining the fair value of royalty debt
The measurement of the royalty obligation factors in numerous key inputs, and Management makes use of a technical expert. These inputs include the forecast of the tin production and price over a period of 30 years, the risk-free rate and the credit spread. The tin price forecast was based on estimates provided as of 31 August 2024. The risk-free rate was based on the United States Constant Maturity Treasury rates commensurate with the terms on the valuation date, reported on the Federal Reserve website. The Group used a credit spread of 10.58% computed by valuing the convertible notes at par and decreased by 3.5% to account for the lower risk factor because of the ongoing operations at Uis Tin Mining Company ("UTMC"). UTMC operating subsidiary attracts a lower risk factor because it is closely aligned to the underlying tin mining operation and its performance since commissioned, compared to the holding company, which is implicitly subordinated. The royalty obligation is measured at fair value through profit and loss.
xii. Fair value estimation on the consideration paid during the acquisition of mining rights
When the fair values of assets recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. In accounting for the acquisition of the non-controlling interest in UTMC, part of the consideration was settled using the ML129 license. Due to the nature of the assets, certain exploration activities were undertaken, but the information gathered was insufficient to delineate a Mineral Resource as defined by the JORC 2012 (Joint Ore Reserves Committee) Mineral Reporting Code, or any other broadly accepted mineral reporting standard. As a result, management estimated the fair value to be equivalent to the exploration costs, which will serve as the base amount for the transaction.
xiii. Assessment of Control and Classification of Investment in Grace Simba Investments (Pty) Ltd ("GSI") as an Associate
The Group exercises judgement in assessing whether it has control, joint control, or significant influence over another entity. In accordance with the requirements of IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, the determination of control involves evaluating whether the Group has:
· Power over the investee,
· Exposure or rights to variable returns from its involvement with the investee, and
· The ability to use its power to affect the amount of the investor's returns.
In the current reporting period, the Group holds 100% of the equity interest in GSI, along with representation on the board of directors and participation in key operating decisions. However, after evaluating the relevant facts and circumstances, including decision-making rights, and contractual arrangements, management concluded that the Group does not have control over GSI, but has significant influence over its financial and operating policies.
Accordingly, the investment in GSI has been accounted for using the equity method, in accordance with IAS 28. This assessment required significant judgement, because despite having majority shareholding, Andrada cannot unilaterally direct relevant activities. The other party is GSI has substantive governance rights and holds the casting vote on Board decisions. Management will review such relationships periodically to assess whether any changes in facts or circumstances require a reassessment of control or influence.
3. ADOPTION OF NEW AND REVISED STANDARDS
The following amendments standards and interpretations were adopted by the group from 1 March 2024:
· Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
· Lease Liability in a Sale and Leaseback (Amendments to IFRS16);
· Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and
· Non-current Liabilities with Covenants (Amendments to IAS 1).
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 March 2024. These amendments had no effect on the consolidated financial statements of the Group.
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7)
On 25 May 2023, the IASB issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The amendments require entities to provide certain specific disclosures (qualitative and quantitative) related to supplier finance arrangements. The amendments also provide guidance on characteristics of supplier finance arrangements.
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
On 22 September 2022, the IASB issued amendments to IFRS 16 - Lease Liability in a Sale and Leaseback (the Amendments). Prior to the Amendments, IFRS 16 did not contain specific measurement requirements for lease liabilities that may contain variable lease payments arising in a sale and leaseback transaction. In applying the subsequent measurement requirements of lease liabilities to a sale and leaseback transaction, the Amendments require a seller-lessee to determine 'lease payments' or 'revised lease payments' in a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee.
Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1)
The IASB issued amendments to IAS 1 in January 2020 Classification of Liabilities as Current or Non-current and subsequently, in October 2022 Non-current Liabilities with Covenants.
The amendments clarify the following:
· An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period.
· If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period.
· The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
· In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.
ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET APPLIED
The following standards, interpretations and amendments are effective for the period beginning 1 March 2025:
· Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates). Effective 1 January 2025.
· Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments Disclosures). Effective 1 January 2026.
· Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments Disclosures). Effective 1 January 2026.
· IFRS 18 Presentation and Disclosure in Financial Statements. Effective 1 January 2027.
· IFRS 19 Subsidiaries without Public Accountability: Disclosures. Effective 1 January 2027.
Management is in the process of assessing the impact of the updated standards, interpretations and amendments. The most significant impact is expected due to the updates of IFRS 9, IFRS 7 and IFRS 18.
4. REVENUE
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Revenue from the sale of tin
11 640 945
10 616 981
23 247 721
Revenue from the sale of tantalum
307 010
64 021
538 090
Revenue from the sale of lithium
2 634
3 147
3 177
Revenue from the sale of sand
-
2 219
-
Total revenue from customers
11 950 588
10 686 368
23 788 988
Other revenue - change in fair value of customer contract
213 730
128 328
16 475
Total revenue
12 164 318
10 814 696
23 805 463
5. COST OF SALES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Costs of production
8 149 379
6 767 762
17 344 601
Smelter charges
724 009
707 024
1 418 888
Logistics costs
115 801
88 599
187 338
Government royalties
382 958
356 069
652 270
Orion royalties
917 005
312 896
1 244 252
10 289 152
8 232 350
20 847 349
6. ADMINISTRATIVE EXPENSES
The loss for the period has been arrived at after charging:
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Staff costs
1 945 962
2 062 219
3 491 421
Depreciation of property, plant and equipment
237 154
259 565
573 444
Professional fees
382 081
936 654
1 627 792
Travelling expenses
112 206
278 456
337 577
Uis administration expenses
111 639
363 437
477 362
Loss on scrapping of assets
-
-
623 204
Transport expenses
139 954
180 016
332 331
Staff welfare costs
48 843
99 146
184 602
Security expenses
108 645
108 604
248 264
Insurance
74 362
91 915
179 911
Water and electricity
34 606
32 123
72 662
Safety equipment
15 280
48 289
71 370
Disposal of dormant entities
-
-
16 345
Auditor's remuneration
-
-
298 203
IT costs
125 771
278 443
448 581
Listing costs
135 628
243 064
457 812
Other costs
203 319
16 164
51 681
3 675 450
4 998 095
9 492 562
Other costs mainly consist of corporate overheads necessary to run the South African head office.
7. OTHER INCOME
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Fair value gain on derivative financial assets
-
-
354 125
Strategic partnership fees
124 077
-
-
Foreign exchange gains
526 917
718 347
298 155
Gain on sale of diesel
104 633
47 400
119 477
Other income
104 075
203 650
219 269
859 702
969 397
991 026
8. FINANCE INCOME AND EXPENSES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Finance expenses
Interest on lease liability
26 989
39 899
75 420
Interest on environmental rehabilitation liability
78 040
73 363
148 117
Interest on bank facility
686 799
249 387
773 769
Interest on convertible loan notes
789 577
761 628
1 510 320
Fair value loss on royalty debt
-
806 849
3 493 971
Other interest expenses
316 112
143 221
270 324
1 897 517
2 074 347
6 271 921
Finance income
Fair value gain on embedded derivative
-
-
1 296 101
Interest income on bank balances
48 910
321 326
423 275
48 910
321 326
1 719 376
9. LOSS PER SHARE FROM CONTINUING OPERATIONS
The calculation of a basic loss per share of 0.19 pence (August 2024: loss per share of 0.21 pence and February 2025: loss per share of 0.63 pence) is calculated using the total loss for the period attributable to the owners of the Company of £3 009 205 (August 2024: loss of £3 215 983 and February 2025: loss of £9 789 123) and the weighted average number of shares in issue during the period of 1 729 713 674 (August 2024: 1 591 793 522 and February 2025: 1 622 728 373). Due to the loss for the period, the diluted loss per share is the same as the basic loss per share. The number of potentially dilutive ordinary shares in respect of share options, warrants and shares to be issued as at 31 August 2025 is 147 235 043 (August 2024: 165 830 346 and February 2025: 147 490 478). These potentially dilutive ordinary shares may have a dilutive effect on future earnings per share.
10. INTANGIBLE ASSETS
£
Exploration and evaluation assets
Computer software
Total
Cost
As at 31 August 2024
11 019 284
141 860
11 161 144
Additions for the period
1 819 177
-
1 819 177
Deemed disposal of ML 133 on loss of control of Grace Simba Investments
(1 526 575)
-
(1 526 575)
Exchange differences
28 918
415
29 333
As at 28 February 2025
11 340 804
142 275
11 483 079
Additions for the period
243 676
-
243 676
Exchange differences
(259 538)
(1 350)
(260 888)
As at 31 August 2025
11 324 942
140 925
11 465 867
Accumulated depreciation
As at 31 August 2024
-
62 445
62 445
Charge for the period
-
24 211
24 211
Exchange differences
-
(64)
(64)
As at 28 February 2025
-
86 592
86 592
Charge for the period
-
8 888
8 888
Exchange differences
-
80
80
As at 31 August 2025
-
95 560
95 560
Net book value
As at 31 August 2025
11 324 942
45 365
11 370 307
As at 28 February 2025
11 340 804
55 683
11 396 487
As at 31 August 2024
11 019 284
79 415
11 098 699
Additions to exploration and evaluation assets represents costs incurred on active exploration projects, day to day costs of running the lithium pilot plant, staff costs and share based payments charges.
Ownership of ML 129 was transferred to the Small Miners of Uis as part of the consideration for the purchase of their 15% minority interest in UTMC and ownership of ML 133 was transferred to Grace Simba Investments.
11. PROPERTY, PLANT AND EQUIPMENT
£
Land
Mining asset under construction
Mining asset
Mining asset - stripping
Decommissioning asset
Right-of-use asset
Computer equipment
Furniture
Vehicles
Mobile equipment (crane)
Buildings
Exploration & evaluation assets
Total
Cost
As at 31 August 2024
10 685
4 945 903
27 640 273
8 164 192
1 042 730
1 298 777
715 817
408 218
396 909
414 492
672 423
3 898 196
49 608 615
Additions for the period
-
1 876 892
753 381
1 782 368
254 015
87 538
20 174
(13 007)
60 267
11 216
4 032
98 580
4 935 456
Disposals for the period
(10 745)
-
(875 139)
-
-
(51 676)
(15 228)
-
-
-
-
-
(952 788)
Transfer between categories of assets
-
(1 240 807)
1 240 807
-
-
-
-
-
-
-
-
-
-
Foreign exchange differences
60
(19 172)
140 309
23 375
4 681
6 339
46
1 658
1 810
1 933
(881)
18 178
178 336
As at 28 February 2025
-
5 562 816
28 899 630
9 969 935
1 301 426
1 340 978
720 809
396 869
458 986
427 641
675 574
4 014 954
53 769 619
Additions for the period
-
396 805
596 108
1 998 582
-
-
9 681
2 900
-
18 877
-
-
3 022 953
Disposals for the period
-
-
-
-
-
-
(40 893)
-
-
-
-
-
(40 893)
Foreign exchange differences
-
(114 510)
(684 037)
(224 062)
(31 550)
(33 768)
(17 005)
(9 582)
(11 127)
(10 367)
(16 378)
(97 332)
(1 249 718)
As at 31 August 2025
-
5 845 111
28 811 701
11 744 455
1 269 876
1 307 210
672 592
390 187
447 859
436 151
659 196
3 917 622
55 501 961
Accumulated depreciation
As at 31 August 2024
-
-
5 096 956
3 330 647
119 918
708 893
308 284
191 187
170 013
84 624
31 158
7 429
10 049 109
Charge for the period
-
-
1 142 887
839 131
50 843
140 484
100 551
7 918
36 007
17 554
18 027
(7 400)
2 346 002
Disposals for the period
-
-
(249 846)
-
-
(34 431)
(14 963)
-
-
-
-
-
(299 240)
Exchange differences
-
-
13 557
7 139
212
2 533
557
610
476
219
28
(29)
25 302
As at 28 February 2025
-
-
6 003 554
4 176 917
170 973
817 479
394 429
199 715
206 496
102 397
49 213
-
12 121 173
Charge for the period
-
-
950 441
1 194 863
40 335
112 162
112 841
14 171
37 553
16 804
12 390
-
2 491 560
Disposals for the period
-
-
-
-
-
-
(30 973)
-
-
-
-
-
(30 973)
Exchange differences
-
-
(126 878)
(90 553)
(3 783)
(21 973)
(8 837)
(4 706)
(4 669)
(2 332)
(1 083)
-
(264 814)
As at 31 August 2025
-
-
6 827 117
5 281 227
207 525
907 668
467 460
209 180
239 380
116 869
60 520
-
14 316 946
Net book value
As at 31 August 2025
-
5 845 111
21 984 584
6 463 228
1 062 351
399 542
205 132
181 007
208 479
319 282
598 676
3 917 622
41 185 015
As at 28 February 2025
-
5 562 816
22 896 076
5 793 018
1 130 453
523 499
326 380
197 154
252 490
325 244
626 361
4 014 954
41 648 446
As at 31 August 2024
10 685
4 945 903
22 543 317
4 833 545
922 812
589 884
407 533
217 031
226 896
329 868
641 265
3 890 767
39 559 506
Additions to the mining asset under construction consisted of the costs incurred to date on the procuring of the XRT ore sorters as well as the replacement of the filter press, thickener and shaking tables as part of the Continuous Improvement project.
Additions to the mining asset consist of costs incurred as part of the continuous improvement project as well as capitalised labour and travel costs.
Additions to explorations and evaluation assets represents costs incurred to construct the lithium pilot plant which is treated as a tangible asset. The lithium pilot plant is accounted for in accordance with IFRS 6.
The Group has elected to capitalise the costs of waste stripping activities as these are necessary to allow improved access to the ore and, therefore, will result in future economic benefits. The costs of drilling, blasting and load and haul of waste material is capitalised until such time that the underlying ore is used in production.
12. INVENTORIES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Run-of-mine stockpile
1 623 191
2 117 401
972 281
Tin concentrate on hand
2 286 520
2 345 151
1 741 393
Consumables
1 659 457
1 287 555
1 497 439
5 569 168
5 750 107
4 211 113
13. TRADE AND OTHER RECEIVABLES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Trade receivables
675 638
163 384
389 183
Trade receivables at fair value through profit or loss
969 542
582 081
1 074 555
Other receivables
3 965 893
706 157
3 443 847
VAT receivables
2 299 960
2 953 849
3 078 532
7 911 033
4 405 471
7 986 117
14. CASH AND CASH EQUIVALENTS
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Cash on hand and in bank
1 596 987
6 103 624
2 701 260
Cash and cash equivalents (statement of financial position)
1 596 987
6 103 624
2 701 260
Bank overdraft (refer to Note 15)
(886 409)
-
(885 317)
710 578
6 103 624
1 815 943
15. BORROWINGS
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Standard Bank vehicle asset financing
216 705
461 960
277 518
Development Bank of Namibia term loan facility
4 483 874
4 803 752
4 712 197
Bank Windhoek term loan facility
4 186 000
4 297 469
4 290 000
Bank Windhoek VAT facility
-
319 165
648 633
Bank Windhoek bank overdraft
886 409
-
885 317
Convertible loan note debt component
8 719 065
7 861 245
8 866 321
Short-term loan - Orange Trust
2 202 286
-
1 976 825
20 694 338
17 743 591
21 656 811
The following is the split between the current and the non-current portion of the liability:
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Non-current liability
15 002 776
16 220 417
15 527 065
Current liability
5 691 562
1 523 174
6 129 746
20 694 338
17 743 591
21 656 811
During 2022, a vehicle asset financing facility to the value of N$15 000 000 (c. £628 000) was provided by Standard Bank Namibia. Interest accrues on this facility at the Namibian prime rate plus 0.5%.
On 21 July 2023, the Group issued 77 unsecured convertible loan notes of £100 000 each to new and existing investors. The notes have a term of 3 years, bear interest at a rate of 12% per annum and can be redeemed at the option of the Group or converted into ordinary shares at a fixed price of 9.45 by mutual agreement between the Group and the note holders. As per IAS 32 and IFRS 9, the fair value of the proceeds of the notes consisted of a liability and an equity component. Refer to the Statement of Changes in Equity for the equity portion of this instrument.
On 5 September 2023, the Development Bank of Namibia ("DBN") served notice confirming that all conditions had been fulfilled or waived and that financial close had occurred. Accordingly, the Group received the 1st drawdown of N$50 000 000 (c. £2 093 000) in September 2023 and the 2nd drawdown of the same amount in March 2024, totalling an amount of N$100 000 000 (c. £4 186 000). This loan has a term of 10 years, bears interest at the Namibian prime rate + 2.5% and is repayable in quarterly instalments. These funds have been used to expedite the implementation of the Uis Mine Stage II Continuous Improvement Programme.
On 22 November 2023, a US$25 000 000 (c. £19 800 000) funding packing was concluded with Orion Resource Partners. This included US$2 500 000 (c. £2 000 000) equity, a US$10 000 000 (c. £7 900 000) Convertible Loan Note and a US$12 500 000 (c. £9 900 000) unsecured tin royalty. The equity and loan note have been used to accelerate Andrada's overall strategy of achieving commercial production of its lithium, tin and tantalum revenue streams. The royalty funds will be used for the sole purpose of increasing Andrada's tin production.
On 6 August 2024, Uis Tin Mining Company agreed a N$100 000 000 (c. £4 186 000) term loan with Bank Windhoek. The loan has a term of 6 years and will incur interest at the Namibian prime rate plus a variable margin which is dependent on the prime rate and is repayable in quarterly instalments. Bank Windhoek has provided short-term loan facilities of up to N$15 000 000 (c. £628 000) for use as cash flow against future VAT payments. The initial term of the loan was 12 months and in August 2025 the facility was renewed for a further 12 months. The short-term loan incurs interest at the Namibian prime rate. The short-term loan will be repaid to the bank upon receipt of refunds from the Namibia Revenue Agency. In addition to the lending facilities, Bank Windhoek has provided Andrada Mining (Namibia) with a N$10 000 000 (c. £419 000) guarantee to the Namibia Power Corporation in relation to a deposit against the right to a supply of electrical power. This guarantee will incur a small fee payable at six-month intervals.
The bank overdraft facility held with Bank Windhoek can be drawn down to a maximum of N$50 000 000 (c. £2 145 000). This facility is for 12 months from the date of drawdown and incurs interest at the Namibian prime rate minus 0.5%. This facility was renewed in June 2025 for another 12-month period.
As a result of the new facilities offered by Bank Windhoek, the Group settled the balance of the term loan and the VAT facility owed to Standard Bank Namibia.
On 12 February 2025, Andrada Mining Ltd entered into a US$2 500 000 (c. £2 000 000) secured funding facility from the Orange Trust. The loan term is six months, and it will attract a facility fee of US$50 000 (c. £40 000) per month. The Loan will fund the construction of a tin processing jig plant at the Uis mine.
16. OTHER FINANCIAL LIABILITIES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Held at fair value through profit and loss:
Derivative liability raised on convertible loan notes
104 164
1 411 709
104 164
Royalty debt
12 536 152
10 339 736
13 449 521
Derivative liability raised on commodity swap contracts
66 398
-
-
Held at amortised cost:
Deferred consideration
359 777
415 640
375 760
13 066 490
12 167 085
13 929 445
The following is the split between the current and the non-current portion of the liability:
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Non-current liability
11 326 899
11 157 791
12 135 680
Current liability
1 739 591
1 009 294
1 793 765
13 066 490
12 167 085
13 929 445
On 22 November 2023, the Group entered into an agreement with Orion Resource Partners (royalty holder) whereby the holder purchased a gross revenue royalty for US$12 500 000 (c. £9 251 000) from the Group. In exchange for the gross revenue royalty, the Group is required to make quarterly royalty payments to the holder based on the tin mined and sold by the Group. At initial recognition, the royalty transaction was measured at fair value of US$12 560 000 (c. £9 296 000). In determining the fair value, management used a credit spread rate of 10.58% and a risk-free rate of between 3.82% and 5.42%. As at 31 August 2025, the fair value of the royalty debt was £12 536 152 (August 2024: £10 339 736 and February 2025: £13 449 521).
The transaction also included the issue of one hundred unsecured convertible loan notes of $100 000 (c. £74 000) each. The loan notes are redeemable in 4 years from the issue date. Written consent from the note holders is required if the loan notes are redeemed prior to the maturity date. The interest accrues quarterly at 12% per annum. The noteholders may, at any time before the redemption date, convert the loan notes into Andrada ordinary shares in tranches of a minimum of US$100 000 at a conversion price of 9.45 pence per share. At initial recognition date, a derivative liability was recognised at a fair value of £2 155 674. The derivative liability was subsequently valued at £104 164 (August 2024: £1 411 709 and February 2025: £104 164). In determining the fair value of the derivative, management used a credit spread of 16.12%.
The deferred consideration refers to the present value of 240 monthly cash payments of N$75 000 (c. £3 200) to be paid by Andrada Namibia to the Small Miners of Uis ("SMU") as part of the purchase price for their minority interest in UTMC. This liability was initially recognised at fair value and subsequently at amortised cost. Please refer to Note 21 for further information on this transaction.
The Group has entered a series of fixed-for-floating commodity swap transactions initially with Standard Bank Namibia and subsequently with Bank Windhoek to hedge against the variability in cash flows related to tin price fluctuations. The Standard Bank contract was in place from June 2024 to May 2025 during which the Group received a fixed price of US$33 000 per tonne of tin concentrate for 20 tonnes of material per month.
The Bank Windhoek contract is from June 2025 to May 2026, and the Group has since received a fixed price of US$34 400 per tonne of tin concentrate for 20 tonnes of material per month. The gain or loss made monthly is settled in cash. This swap contract is classified as a fair value instrument as the Group is protecting against the risk of changes in the fair value of its forecasted sales due to the tin price volatility. The Group uses both prospective and retrospective methods to measure the relationship between changes in the tin price and the commodity swap contract and in all cases the instrument is effective. The gains or losses made on the instrument during the period are recognised in Profit or Loss. A derivative financial liability was raised on all open contracts at the end of the period based on the difference between the LME 3-month tin price and the fixed price as per the agreement.
17. TRADE AND OTHER PAYABLES
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Trade payables
3 398 151
3 673 937
3 945 393
Other payables
713 740
747 212
301 712
Accruals
2 122 672
1 244 808
2 554 590
6 234 563
5 665 957
6 801 695
18. ENVIRONMENTAL REHABILITATION LIABILITY
£
Balance at 31 August 2024
1 270 629
Increase in provision
254 015
Interest expense
74 754
Foreign exchange differences
4 991
Balance at 28 February 2025
1 604 389
Increase in provision
-
Interest expense
78 040
Foreign exchange differences
(38 195)
Balance at 31 August 2025
1 644 234
Provisions for future environmental rehabilitation and decommissioning costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted appropriately the reflect new circumstances. The environmental rehabilitation liability is based on disturbances and the required rehabilitation as at 31 August 2025.
The rehabilitation provision represents the present value of decommissioning costs relating to; the dismantling and sale of mechanical equipment and steel structures related to the Phase 1 plant, the tantalum circuit, the bulk sampling processing facility and; the demolishing of civil platforms and reshaping of earthworks. This provision requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude and timing of the possible disturbance, extent and costs of the required closure and rehabilitation activities.
In calculating the appropriate provision, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof are prepared. These forecasts are then discounted to their present value using a risk-free rate appropriate for the liability. In determining the amount attributable to the rehabilitation liability, management used a discount rate of 11.02%, an inflation rate of 4.0% and an estimated mining period of 11.2 years. Actual rehabilitation and decommissioning costs will ultimately depend upon future market prices for the necessary rehabilitation works and timing of the mine closure.
19. LEASE LIABILITY
The Group assessed all rental agreements and concluded that the following rentals are within the scope of IFRS 16 "Leases" and, therefore, raised a lease liability:
£
Office Building
Workshop
Housing
Vehicles
Solar Plant
Total
Balance at 31 August 2024
344 666
7 850
165 871
98 832
-
617 219
Additions
-
45 441
-
-
42 096
87 537
Disposals
-
-
(27 203)
-
-
(27 203)
Interest expense
20 756
1 245
7 368
4 746
1 324
35 439
Lease payments
(66 136)
(23 998)
(53 085)
(23 814)
(1 717)
(168 750)
Foreign exchange differences
2 012
235
1 256
648
(40)
4 111
Balance at 28 February 2025
301 298
30 773
94 207
80 412
41 663
548 353
Interest expense
16 951
842
3 761
3 535
1 897
26 986
Lease payments
(63 347)
(22 974)
(44 739)
(22 798)
(2 489)
(156 347)
Foreign exchange differences
(7 721)
(944)
(2 652)
(2 122)
(1 010)
(14 449)
Balance at 31 August 2025
247 181
7 697
50 577
59 027
40 061
404 543
The following is the split between the current and the non-current portion of the liability:
£
6 months ended 31 August 2025 (unaudited)
6 months ended 31 August 2024 (unaudited)
12 months ended 28 February 2025 (audited)
Non-current liability
191 125
376 502
283 835
Current liability
213 418
240 717
264 518
404 543
617 219
548 353
20. ACQUISITION OF MINORITY INTEREST
On 2 August 2024, the Group acquired an additional 15% interest in the voting shares of its subsidiary, UTMC, from the Small Miners of Uis ("SMU") and Sinco Investments Five (Pty) Ltd ("Sinco"). This increased the Group's ownership interest from 85% to 100%. The net asset value of UTMC on the transaction date was £3.86 million.
The consideration for the acquisition consists of:
· The issue of Ordinary Shares in Andrada Mining Ltd
- 13 651 560 Ordinary Shares issued to SMU
- 31 148 782 Ordinary Shares issued to Sinco
· 240 monthly cash payments of N$75 000 to be paid by Andrada Namibia to SMU, resulting in a present value of the deferred consideration of £415 640 as at the transaction date
· Transfer of Andrada Namibia's 85% interest in ML 129 to SMU
£
Issue of Ordinary Shares to SMU
443 676
Issue of Ordinary Shares to Sinco
1 012 335
Present value of cash component of deferred consideration
376 514
Fair value of ML 129
1 235 017
Foreign exchange differences
(549)
Deemed consideration paid for the acquisition
3 066 993
Add carrying value of additional 15% interest in UTMC
600 925
Difference recognised in retained earnings
3 667 918
21. SHARE CAPITAL
Number of ordinary shares of no-par value issued and fully paid
Share capital £
Balance at 31 August 2024
1 653 487 606
61 642 969
Exercising of employee share options - 17 October 2024
800 000
24 000
Shares issued to employees - 27 February 2024
17 391 447
390 767
Balance at 28 February 2025
1 671 679 053
62 057 736
Capital raise - 1 July 2025
166 666 666
5 000 000
Share issue costs
-
(415 321)
Shares issued in lieu of interest July CLN - 15 August 2025
31 981 474
936 833
Balance at 31 August 2025
1 870 327 193
67 579 248
Authorised: 1 948 972 422 ordinary shares of no-par value
Allotted, issued, and fully paid: 1 870 327 193 ordinary shares of no-par value
22. WARRANT RESERVE
The following warrants were granted during the period ended 29 February 2024:
Date of grant
21 July 2023
22 November 2023
Number granted
15 400 000
16 043 638
Contractual life
2 years
2 years
Estimated fair value per warrant (pence)
1.874
0.700
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:
Date of grant
21 July 2023
22 November 2023
Share price at grant date (pence)
7.70
5.50
Exercise price (pence)
9.45
9.45
Expected life
2 years
2 years
Expected volatility
49.5%
49.5%
Expected dividends
Nil
Nil
Risk-free interest rate
4.60%
4.70%
The warrants in issue during the period are as follows:
Outstanding at 31 August 2024
34 056 972
Exercisable at 31 August 2024
34 056 972
Granted during the period
-
Expired during the period
(2 613 334)
Exercised during the period
-
Outstanding at 28 February 2025
31 443 638
Exercisable at 28 February 2025
31 443 638
Granted during the period
-
Expired during the period
(15 400 000)
Exercised during the period
-
Outstanding at 31 August 2025
16 043 638
Exercisable at 31 August 2025
16 043 638
On 21 July 2023, 15 400 000 warrants were issued as part of the convertible loan note transaction. Each note holder received 2 warrants for every £1 subscribed for. Each warrant enables the holder to subscribe for one ordinary share at a subscription price of 9.45p. These warrants were not exercised and expired on 21 July 2025.
On 22 November 2023, 16 043 638 warrants were issued as part of the Orion financing transaction. Orion received 2 warrants for every £1 subscribed for. Each warrant enables the holder to subscribe for one ordinary share at a subscription price of 9.45p. The warrants are exercisable at any time from the date of issue for a period of two years.
23. SHARE-BASED PAYMENT RESERVE
Director share options
The following Director share options were granted during the period ended 29 February 2024:
Date of grant
1 May 2023
1 May 2023
1 May 2023
Number granted
2 342 908
2 342 908
2 342 908
Vesting period
3 years
3 years
3 years
Contractual life
10 years
10 years
10 years
Estimated fair value per option (pence)
1.7290
1.4820
1.2800
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:
Date of grant
1 May 2023
1 May 2023
1 May 2023
Share price at grant date (pence)
5.12
5.12
5.12
Exercise price (pence)
7.00
8.00
9.00
Date of first exercise
1 May 2026
1 May 2026
1 May 2026
Expiry date
1 May 2033
1 May 2033
1 May 2033
Expected volatility
53%
53%
53%
Expected dividends
Nil
Nil
Nil
Risk-free interest rate
3.93%
3.93%
3.93%
The following Director share options were granted during the period ended 28 February 2025:
Date of grant
21 February 2025
Number granted
7 154 754
Vesting period
3 years
Contractual life
3 years
Estimated fair value per option (pence)
2.20
The Director share options in issue during the period are as follows:
Outstanding at 31 August 2024
48 478 724
Exercisable at 31 August 2024
33 650 000
Granted during the period
7 154 754
Forfeited during the period
-
Transferred from employee share options during the year
6 908 616
Exercised during the period
-
Expired during the period
(25 850 000)
Outstanding at 28 February 2025
36 692 094
Exercisable at 28 February 2025
-
Granted during the period
-
Forfeited during the period
-
Exercised during the period
-
Expired during the period
-
Outstanding at 31 August 2025
36 692 094
Exercisable at 31 August 2025
-
The Director share options outstanding at period end have an average exercise price of £0.081 and a weighted average remaining contractual life of 3.09 years. The Director must be a Director of the Company for the share options to vest. If a Director ceases to be a Director during the vesting period, the Board reserves the right to determine whether the share options will be terminated or not. There are no market-based vesting conditions on the share options.
Employee share options
The following employee share options were granted during the period ended 29 February 2024:
Date of grant
1 May 2023
1 May 2023
1 May 2023
Number granted
8 716 355
8 716 355
8 716 355
Vesting period
3 years
3 years
3 years
Contractual life
10 years
10 years
10 years
Estimated fair value per option (pence)
1.7290
1.4820
1.2800
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:
1 May 2023
1 May 2023
1 May 2023
Share price at grant date (pence)
5.12
5.12
5.12
Exercise price (pence)
7.00
8.00
9.00
Date of first exercise
1 May 2026
1 May 2026
1 May 2026
Expiry date
1 May 2033
1 May 2033
1 May 2033
Expected volatility
53%
53%
53%
Expected dividends
Nil
Nil
Nil
Risk-free interest rate
3.93%
3.93%
3.93%
The following Employee share options were granted during the period ended 28 February 2025:
Date of grant
21 February 2025
Number granted
22 330 678
Vesting period
3 years
Contractual life
3 years
Estimated fair value per option (pence)
2.20
The employee share options in issue during the period are as follows:
Outstanding at 31 August 2024
83 549 440
Exercisable at 31 August 2024
35 936 753
Granted during the period
22 330 678
Transferred to Directors share options during the year
(6 908 616)
Forfeited during the period
(3 660 000)
Exercised during the period
(800 000)
Expired during the period
(15 781 756)
Outstanding at 28 February 2025
78 729 746
Exercisable at 28 February 2025
-
Granted during the period
-
Forfeited during the period
-
Exercised during the period
-
Expired during the period
-
Outstanding at 31 August 2025
78 729 746
Exercisable at 31 August 2025
-
The employee share options outstanding at the yearend have an average exercise price of £0.073, with a weighted average remaining contractual life of 3.65 years. The options vest subject to the employee remaining in continuous employment with the Company until the vesting date. There are no market-based vesting conditions attached to these share options.
24. INVESTMENT IN ASSOCIATE
Earn-in Agreement
Andrada Mining (Mauritius) ("AMM") entered into an Earn-in Agreement dated 7 September 2024 with SQM Australia ("SQM") relating to Grace Simba Investments ("GSI"), a special purpose vehicle established in Namibia for the exploration and development activities of Lithium Ridge. All conditions precedent were satisfied on 17 February 2025 following the Namibia Competition Commission approval. Under the terms of the agreement, SQM may earn up to a 50% equity interest in GSI through staged funding contributions totalling up to US$40 million. The earn-in structure comprises three stages:
· Stage 1: 30% interest for US$7 million over 18 months.
· Stage 2: Additional 10% interest for US$13 million over 24 months.
· Stage 3: Final 10% interest by free-carrying Andrada to a Definitive Feasibility Study or cumulative expenditure of US$40 million.
Governance and Control Assessment
During Stage 1, the governance structure includes equal board representation from Andrada and SQM, however, SQM appoints the chairperson who holds a casting vote. Strategic decisions, including share issuances and constitutional amendments, require a shareholder resolution passed by at least 75% of the votes or unanimous written consent.
Andrada is the Operator of GSI, subject to oversight by a Joint Development Committee ("JDC") with equal representation and a casting vote held by SQM. However, all JDC decisions require board ratification and are subject to reserved matters. The Board and the JDC decide on budgets, exploration activities and development plans.
Accounting Treatment
In accordance with IFRS 10 - Consolidated Financial Statements, Andrada has assessed its involvement with GSI and has concluded that it does not have control of the entity during Stage 1. This conclusion is based on the following:
· Andrada does not have unilateral power over GSI's relevant activities. These activities include exploration and drilling programmes.
· While Andrada is exposed to variable returns through its shareholding, it lacks the ability to use power to affect those returns.
· SQM holds substantive governance rights during the first earn-in period.
Although the Group does not have control of GSI, it retains significant influence over GSI due to the shareholding, participation in governance and decision-making dynamics. Therefore, Andrada accounts for its investment in GSI using the equity method under IAS 28. This includes initial recognition at fair value as a single line in the Statement of Financial Position with subsequent adjustments for its share of profits and dividends through the Statement of Profit and Loss. Considering that there is no active market for the rights within GSI, the best method of fair value determination is the Net Asset Valuation, which is equivalent to the cost of the investment. The investment is presented as a single line item in the non-current assets section of the statement of financial position. According to IFRS 10.25, an entity must recognise the fair value of the consideration received from the transaction event or circumstances that resulted in the loss of control. The $2 million participation received from SQM on satisfying the conditions precedent is stated as a single line item on the statement of comprehensive income.
25. EVENTS AFTER BALANCE SHEET DATE
Changes to the Board of Directors
Effective 30 September 2025, Michael Rawlinson and Terence Goodlace resigned as Directors of the Group to focus on other professional commitments.
26. RESERVES WITHIN EQUITY
a. Share capital
Ordinary shares are classified as equity and incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
b. Convertible loan note reserve
The convertible loan note reserve represents proceeds from issued convertible loan notes relating to the equity component plus the accrued interest.
c. Warrant reserve
The warrant reserve represents the cumulative charge to date in respect of unexercised share warrants as at the balance sheet date.
d. Share-based payment reserve
The share-based payment reserve represents the cumulative charge to date in respect of unexercised share options at the balance sheet date including fees or salaries owed to Directors/employees to be settled through the issuing of shares.
e. Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of entities with a functional currency other than Pound Sterling.
f. Retained earnings/accumulated deficit
The retained earnings/accumulated deficit represents the cumulative profit and loss net of distribution to owners.
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