REG - Arc Minerals Limited - Interim Results
Thu 07:00
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RNS Number : 7132A Arc Minerals Limited 25 September 2025
25 September 2025, 06:00 UTC
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Interim Results
Arc Minerals announces its unaudited financial results for the six months
ended 30 June 2025 (the "Interim Results") which has been made available on
the Company's website at
http://www.arcminerals.com/investors/document-library/default.aspx
(http://www.arcminerals.com/investors/document-library/default.aspx) .
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Forward-looking Statements
This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty therein.
**ENDS**
Contacts
Arc Minerals
Ltd
info@arcminerals.com
Nick von Schirnding (Executive Chairman)
Zeus Capital Ltd (Nominated Adviser & Joint Broker) Tel: +44 (0) 20 3829 5000
Katy Mitchell/Harry Ansell
Shard Capital Partners LLP (Joint Broker) Tel: +44 (0) 20 7186 9952
Damon Heath
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 June 2025
Six Months to Six Months to
30 June
30 June
2024
2025
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Administrative expenses (2,117) (514)
Operating loss (2,117) (514)
Share of loss from associate (160) (24)
Non-operating Loss (160) (24)
Loss from continuing operations (2,277) (538)
Income tax expense - -
Loss for the period 3 (2,277) (538)
Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss:
Unrealised losses - -
Effect of currency translation 21 4
Other comprehensive income for the period, net of tax 21 4
Total comprehensive loss for the period (2,256) (534)
Income / (Loss) attributable to:
Equity holders of the parent (2,134) (631)
Non-controlling interest (143) 93
(2,277) (538)
Total comprehensive income / (loss) attributable to:
Equity holders of the parent (2,118) (628)
Non-controlling interest (138) 94
(2,256) (534)
Loss per share attributable to the owners of the parent during the period
(expressed in pence per share)
- Basic 3 (0.16) (0.04)
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2025
As at As at
30 June
31 December
2025
2024
(Unaudited) (Audited)
Notes £ 000's £ 000's
ASSETS
Non-current assets
Intangible assets 4 2,323 2,370
Investment in Associate 752 912
Long-term receivable 5 5,902 6,261
Total non-current assets 8,977 9,543
Current assets
Trade and other receivables 6 1,763 1,988
Cash and cash equivalents 682 1,635
Total current assets 2,445 3,623
TOTAL ASSETS 11,422 13,166
LIABILITIES
Current liabilities
Trade and other payables 7 (1,394) (1,667)
Total current liabilities (1,394) (1,667)
Non-current liabilities
Long term payables 8 (98) (103)
Total non-current liabilities (98) (103)
TOTAL LIABILITIES (1,492) (1,770)
NET ASSETS 9,930 11,396
EQUITY
Share capital 9 - -
Share premium 68,508 68,508
Share based payments reserve 843 -
Warrant reserve 111 111
Foreign exchange reserve (139) (102)
Retained earnings (59,427) (57,293)
Equity attributable to equity holders of the parent 9,896 11,224
Non-controlling interest 34 172
TOTAL EQUITY 9,930 11,396
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2025
As at As at
30 June
30 June
2025
2024
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Cash flows from operating activities
Loss for the period 3 (2,277) (538)
Depreciation - -
Currency losses / (gains) 757 (54)
Fair value losses / (gains) - (28)
Unwinding of interest on Anglo receivable (188)
Share of loss of associate 160 24
Share based payments expense 843 (251)
Operating loss before changes in working capital (705) (847)
Decrease/(Increase) in trade and other receivables (i) 34 (40)
Increase / (Decrease) in trade and other payables (281) (548)
Net cash used in operating activities (952) (1,435)
Cash flows used in investing activities
Additions to intangible assets 4 (1) (137)
Proceeds from disposal of short-term investments - 96
Net cash used in investing activities (1) (41)
Cash flows from financing activities
Proceeds from issue of ordinary shares net of share issue cost - 4,005
Repurchase of shares - (406)
Long term payables 8 - (1)
Net cash generated from financing activities - 3,598
Net increase/(decrease) in cash and cash equivalents (953) 2,122
Cash and cash equivalents at beginning of period 1,635 281
Cash and cash equivalents at end of period 682 2,403
The notes are an integral part of these consolidated financial statements.
(i) The movement in trade and other receivables include the movement in both
long- and short-term receivables.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2025
Share Share premium Foreign exchange reserve Share based payment reserve Warrant Retained earnings Total Non-controlling Total
capital
interest
equity
Reserve
£ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's
As at 1 January 2024 - 64,464 (78) 126 84 (54,046) 10,550 (3) 10,547
Loss for the period - - - - - (631) (631) 93 (538)
Items that may be reclassified subsequently to profit or loss:
Currency translation differences - - 3 - - - 3 1 4
Total comprehensive loss for the period - - 3 - - (631) (628) 94 (534)
Share capital issued net of share issue costs - 4,005 - - - - 4,005 - 4,005
Cancellation of repurchased shares - (406) - - - - (406) - (406)
Warrants and options expired - - - (42) - 42 - - -
Effect of foreign exchange on the opening balance - - (39) - - 23 (16) 3 (13)
Total transactions with owners, recognised directly in equity - 3,599 (39) (42) - 65 3,583 3 3,586
As at 30 June 2024 - 68,063 (114) 84 84 (54,612) 13,505 94 13,599
As at 1 January 2025 - 68,508 (102) - 111 (57,293) 11,224 172 11,396
Loss for the period - - - - - (2,134) (2,134) (143) (2,277)
Items that may be reclassified subsequently to profit or loss:
Currency translation differences - - 16 - - 16 5 21
Total comprehensive loss for the period - - 16 - - (2,134) (2,118) (138) (2,256)
Share capital issued net of share issue costs - - - - - - - - -
Share based payments expense during the period - - - 843 - - 843 - 843
Effect of foreign exchange on the opening balance - - (53) - - - (53) - (53)
Total transactions with owners, recognised directly in equity - - (53) 843 - - 790 - 790
As at 30 June 2025 - 68,508 (139) 843 111 (59,427) 9,896 34 9,930
The notes are an integral part of these consolidated financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2025
1. Basis of preparation
The condensed consolidated interim financial statements have been prepared
under the historical cost convention and on a going concern basis and in
accordance with International Financial Reporting Standards and IFRIC
interpretations adopted for use in the European Union ("IFRS") and those parts
of the BVI Business Companies Act applicable to companies reporting under
IFRS.
The condensed consolidated interim financial statements contained in this
document do not constitute statutory accounts. In the opinion of the
directors, the condensed consolidated interim financial statements for this
period fairly presents the financial position, result of operations and cash
flows for this period.
The Board of Directors approved this Interim Financial Report on 24 September
2025.
Statement of compliance
The condensed consolidated interim financial statements have been prepared in
accordance with the requirements of the AIM Rules for Companies. As permitted,
the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing these interim condensed consolidated interim financial statements.
The condensed interim financial statements should be read in conjunction with
the annual financial statements for the year ended 31 December 2024, which
have been prepared in accordance with IFRS as adopted by the European Union.
Accounting policies
The condensed consolidated interim financial statements for the period ended
30 June 2025 have not been audited or reviewed in accordance with the
International Standard on Review Engagements 2410 issued by the Auditing
Practices Board. The figures were prepared using applicable accounting
policies and practices consistent with those adopted in the statutory annual
financial statements for the year ended 31 December 2024.
Going concern
The Directors have reviewed a forecast prepared by the executive and have a
reasonable expectation that the Group has sufficient funds to continue in
operation and satisfy liabilities for the foreseeable future. The Directors
therefore consider it appropriate for the Company to continue to adopt the
going concern basis in preparing the Annual Report and Financial Statements.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either in the principal market for the asset or liability, or in the absence
of a principal market, in the most advantageous market for the asset or
liability.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. A fair
value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs. All assets and liabilities for which fair value is measured or
disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities.
• Level 2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
• Level 3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
2. Financial Risk Management
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The
key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's December 2024 Annual Report and Financial Statements, a
copy of which is available from the Group's website: www.arcminerals.com. The
key financial risks are market risk, currency risk, and liquidity.
3. Loss per share
Six Months to Six Months to
30 June 2025
30 June 2024
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Loss for the period (2,277) (538)
Weighted average number of ordinary shares used in calculating basic loss per 1,448,108 1,348,712
share (000's)
Basic loss per share (expressed in pence) (0.16) (0.04)
As the inclusion of outstanding warrants and options would result in a
decrease in the earnings per share, they are considered anti-dilutive and, as
such, a diluted loss per share is not included.
4. Intangible Assets
Alvis-Crest Foreland Total
Prospecting & Exploration rights Deferred Exploration Costs
£ 000's £ 000's £ 000's
As at 1 January 2025 1,312 1,058 2,370
Additions - 1 1
Foreign exchange - (48) (48)
As at 30 June 2025 1,312 1,011 2,323
As at 31 December 2024 1,312 1,058 2,370
5. Long-term receivables
Group Group
30 June 31 Dec
2025 2024
£ 000's £ 000's
Receivable - Anglo JV (USD 9.09M) 5,902 6,261
Total 5,902 6,261
6. Trade and other receivables
Group Group
30 June 31 Dec
2025 2024
£ 000's £ 000's
Receivable - Anglo JV (USD 1M) 730 798
Receivable - Casa Sale (USD 1.25M) 930 999
Other Receivables 103 191
Prepayments - -
Total 1,763 1,988
7. Trade and Other Payables
Group Group
30 June 2025 31 December
2024
Trade and Other Payables £ 000's £ 000's
Surrendered share options payable 886 1,181
Minority shareholder loans 53 53
Trade and other payables 455 433
1,394 1,667
Surrendered Share Options Payable
The surrendered share options payable is in relation to the surrendered share
options as announced on 16 March 2021.
Minority shareholder loans
The minority shareholder loans represent the loan from the 33% minority
shareholder to Unico Minerals Limited. The Company has also provided a loan to
this company on similar terms which had a balance on the reporting date of
c.£1.46 million.
8. Long Term Payables
Group Group
30 June 2025 31 December 2024
Long term payables £ 000's £ 000's
Minority shareholder loan 98 103
98 103
The minority shareholder loans are payable to the minority shareholder
Alvis-Crest (Proprietary) Limited in the amount of BWP 1,797,430 (GBP 98k), as
30 June 2025 (31 December 2024: BWP 1,797,430 (GBP 103k)). The loans are
unsecured and loan holders have agreed to roll forward the loans until a
liquidity event occurs.
9. Share Capital
The authorised share capital of the Company and the called up and fully paid
amounts at 30 June 2025 were as follows:
A) Authorised £ 000's £ 000's
Unlimited ordinary shares of no par value - -
B) Called up, allotted, issued and fully paid Number Nominal Price Gross
of shares
value
per Consideration
value
share
GBP'000
(pence)
As at 1 January 2025 1,448,108,263 - - -
Additions:
There were no additions during the period.
As at 30 June 2025 1,448,108,263 - -
10. Share based payments
Share options
During the period the following share options were issued and valued using the
Black Scholes method:
Weighted Number Exercise Share price at grant Weighted Avg Value
Avg Price Price (pence) Term (000s)
(pence) (pence) (years) **
1 January 2024 4.56 8,933,334 0.52 126
Expired (8,933,334) - - - (126)
Exercised during the year - - - - -
Granted - - - - -
31 December 2024 - - - -
1 January 2025 - - - - - -
Expired - - - - -
Exercised during the period - - - - -
Nil Cost Share Options granted 43,712,988 2.5 1.45 4.8 634
Share Options granted 36,427,488 2.5 1.45 4.8 209
30 June 2025 2.5 80,140,476 4.8 843
As announced on 7 April 2025, the Company granted a combination of Nil Cost
Share Options ("RSUs") and Share Options, equating to 5.5% of the issued share
capital (being 3% of the issued share capital in respect of LTIPs issued to
directors).
The 43,712,988 RSUs granted to the executive director and senior management
are performance-based, have a five-year term, and will vest in three equal
tranches, subject to the achievement of share price targets of 2.5p, 4p, and
6p over a three-year period, with the following additional performance-based
acceleration milestones:
- in relation to the Anglo JV, Anglo exercising their option to accelerate
Phase 1; or
- a Zambia Discovery, defined as a new resource where at least three holes
drilled each assayed more than 50m% CuEq. (100m @ 0.5% Cu; 25m @ 2% Cu); or
- a Botswana Discovery, defined as a new resource where at least three holes
drilled each assayed more than 25m% CuEq. (10m @ 2.5% Cu).
The 36,427,488 Share Options were issued to directors and senior management as
set in the announcement of 7 April 2025. These options have an exercise price
of 2.5p, will vest equally over three years and will be exercisable at any
time after vesting and during the term of five years.
Options can be settled in cash and are typically granted for a term between
three and five years at the discretion of the Board of Directors upon
recommendation by the Remuneration Committee.
Under IFRS 2 "Share-based Payments", the Company determines the fair value of
options issued to
Directors, Employees and other parties as remuneration and recognises the
amount as an expense in
the Statement of Comprehensive Income with a corresponding increase in equity.
In the Black-Scholes model the key inputs for the options granted in 2025 were
Volatility as 64%, the Risk Free Interest Rate as 0% and the dividend yield as
0%. The charge incurred during the period in relation to share based payments
was £209,045.
The weighted average exercise price of the options outstanding at 30 June 2025
is 2.5 pence.
11. Events after the reporting date
There were no post balance sheet events in addition to those disclosed in the
31 December 2024 Annual Report.
12. Other Matters
The condensed consolidated interim financial statements set out above do not
constitute the Group's statutory accounts for the period ended 30 June 2025 or
for earlier periods but are derived from those accounts where applicable.
A copy of this interim statement is available on the Company's website:
www.arcminerals.com.
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