Arc Minerals Limited - Interim Results

ARC Minerals

25/09/2025 07:00

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 .

 

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
Nick von Schirnding (Executive Chairman)
info@arcminerals.com
Zeus Capital Ltd (Nominated Adviser & Joint Broker)
Katy Mitchell/Harry Ansell
Tel: +44 (0) 20 3829 5000
Shard Capital Partners LLP (Joint Broker)
Damon Heath
Tel: +44 (0) 20 7186 9952

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the period ended 30 June 2025

 

Six Months to
30 June
 2025
Six Months to
 30 June
 2024
(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
 30 June
 2025
As at
 31 December
 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
 30 June
 2025
As at
 30 June
 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
 capital
Share premium
Foreign exchange reserve
Share based payment reserve
Warrant
Reserve
Retained earnings
Total
Non-controlling
 interest
Total
 equity
£ 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
 30 June 2025
Six Months to
 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 share (000's)
1,448,108
1,348,712
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
2025
31 Dec
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
2025
31 Dec
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
 of shares
Nominal
 value
Price
per
share
(pence)
Gross
Consideration
 value
GBP'000
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
Avg Price
(pence)
Number
Exercise
Price
(pence)
Share price at grant
(pence)
Weighted Avg
Term
(years)
Value
(000s)
**
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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  END

 

 
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