REG - Emmerson PLC - Interim Results
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RNS Number : 2358B Emmerson PLC 30 September 2025
Emmerson PLC / Ticker: EML / Index: AIM / Sector: Mining
30 September 2025
Emmerson PLC
("Emmerson" or the "Company")
Interim Results for the six months ended 30 June 2025
Emmerson PLC is pleased to announce its Interim Results for the six month
period ended 30 June 2025 and to provide a brief update on activities.
Highlights
· Request for Arbitration (RFA) submitted to the International Centre
for Settlement of Investment Disputes (ICSID) in the period regarding the
dispute with the Kingdom of Morocco in relation to the Khemisset Potash
Project in Morocco (the "Project")
· Emmerson is claiming full compensation for the loss of the Project,
previously valued internally at US$2.2 billion
· Litigation funding facility for up to US$11.0 million secured,
sufficient to cover all expected legal costs and working capital requirements
for the duration of proceedings (US$0.8 million of which was drawn down in the
period)
· Cash balance at 30 June 2025 was US$0.6 million
Legal matters
On 30 April 2025, the Company's direct and indirect subsidiaries Khemisset UK
Ltd. and Potasse de Khemisset S.A. (the "Claimants") filed a Request for
Arbitration ("RFA") with the International Centre for Settlement of Investment
Disputes ("ICSID"). The ICSID Secretary-General registered the RFA on 23 May
2025.
The Claimants seek compensation for the loss and damage they sustained as a
result of Morocco's breaches of its obligations under the Agreement between
the Government of the United Kingdom of Great Britain and Northern Ireland and
the Government of the Kingdom of Morocco for the Promotion and Protection of
Investments (the "BIT"), including (i) Morocco's expropriation of the Project
in violation of Article 6(1) of the BIT, and (ii) Morocco's breach of its
obligations to accord the Claimants fair and equitable treatment, to provide
full protection and security to the Claimants and their investments, and to
refrain from impairing the Claimants' investments by discriminatory measures
under Article 2(2) of the BIT.
The Claimants will quantify the amount of compensation sought during the
course of the arbitral proceedings, taking into account that the Company's
most recent valuation of the Project was approximately US$ 2.2 billion.
On 5 August 2025, Stanimir A. Alexandrov (a Bulgarian national) accepted his
appointment by the Claimants as arbitrator. On 15 August 2025, Zachary Douglas
KC, a national of Australia and Switzerland, accepted his appointment by the
Respondent as arbitrator. The Company anticipates that the arbitral tribunal
will be constituted in or around October 2025. The Company further anticipates
that the Claimants' written memorial will be due in or around Q1 2026 and will
set forth in greater detail the factual and legal grounds for the Claimants'
claims.
The Claimants will continue zealously to pursue their claims in this matter.
For further information, please visit www.emmersonplc.com
(http://www.emmersonplc.com/) , follow us on Twitter (@emmerson_plc), or
contact:
Emmerson PLC +44 (0) 207 138 3204
Graham Clarke / Hayden Locke
Panmure Liberum Limited (Nominated Advisor and Broker) +44 (0)20 3100 2000
Scott Mathieson / Will King
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
US$'000 6 months to 6 months to 12 months to
30 Jun 2025 30 Jun 2024 31 Dec 2024
Notes (Unaudited) (Unaudited) (Audited)
Administrative expenses 3 (936) (1,496) (4,438)
Legal expenses 4 (1,004) - -
Impairment - - (21,103)
Share-based payment expense (104) (135) (270)
Net foreign exchange gain/(loss) 33 38 (18)
Operating loss (2,011) (1,593) (25,829)
Other income 4 727 - -
Finance cost (5) (3) (5)
Loss before tax (1,289) (1,596) (25,834)
Income tax (1) - 64
Loss for the period attributable to equity owners (1,290) (1,596) (25,770)
Other comprehensive income
Exchange (loss)/gain on translating foreign operations (68) 8 (306)
Total comprehensive loss attributable to equity owners (1,358) (1,588) (26,076)
Loss per share (cents) 6 (0.10) (0.15) (2.32)
Condensed Consolidated Statement of Financial Position at 30 June 2025
US$'000 30 June 2025 30 June 2024 31 Dec 2024
Notes (Unaudited) (Unaudited) (Audited)
Non-current assets
Intangible assets 7 - 20,648 -
Property, plant and equipment - 28 -
Total non-current assets - 20,676 -
Current assets
Trade and other receivables 119 1,310 762
Cash and cash equivalents 573 2,392 923
Total current assets 692 3,702 1,685
Total assets 692 24,378 1,685
Non-current liabilities
Long-term liabilities 5 (354) - (354)
Total non-current liabilities (354) - (354)
Current liabilities
Litigation fees 4 (277) - -
Trade and other payables 5 (361) (290) (472)
Total current liabilities (638) (290) (472)
Net (liabilities)/assets (300) 24,088 859
Shareholders equity attributable to equity owners
Share capital 38,558 36,375 34,958
Share-based payment reserve 1,307 2,507 1,202
Reverse acquisition reserve 2,234 2,234 2,234
Retained earnings (41,810) (16,821) (40,520)
Translation reserve (589) (207) (512)
Total equity (300) 24,088 859
Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2025
US$'000 Share Share-based payment reserve Reverse acquisition reserve Retained earnings Translation reserve Total equity
Capital
Balance at 1 January 2024 34,958 1,633 2,234 (15,451) (215) 23,159
Loss for the period - - - (1,596) - (1,596)
Other comprehensive loss:
FX on translating foreign operations - - - - 8 8
Total comprehensive loss - - - (1,596) 8 (1,588)
Issue of shares for cash 2,472 - - - - 2,472
Warrants issued with equity (965) 965 - - - -
Share issue costs (90) - - - - (90)
Share option expired - (226) - 226 - -
Fair value of share options - 135 - - - 135
Balance at 30 June 2024 36,375 2,507 2,234 (16,821) (207) 24,088
Balance at 1 January 2025 38,464 1,202 2,234 (40,520) (521) 859
Loss for the period - - - (1,290) - (1,290)
Other comprehensive gain:
FX on translating foreign operations - - - - (68) (68)
Total comprehensive loss - - - (1,290) (68) (1,358)
Shares issued to directors 106 - - - - 106
Share issue costs (12) - - - - (12)
Fair value of share options - 105 - - - 105
Balance at 30 June 2025 38,558 1,307 2,234 (41,810) (589) (300)
Condensed Consolidated Statement of Cash Flows for the six months ended 30 June 2025
6 months to 6 months to 12 months to
30 June 2025 30 June 2024 31 Dec 2024
(Unaudited) (Unaudited) (Audited)
US$'000 US$'000 US$'000
Cash flows from operating activities
Loss before tax (1,290) (1,596) (25,834)
Adjustments:
Foreign exchange (33) 38 18
Taxation - - 64
Intangible asset impairment - - 20,352
VAT receivable payment - - 751
Directors' remuneration settled in shares 106 - 90
Share-based payments 104 135 270
Depreciation - 5 16
Changes in working capital:
Decrease/(increase) in trade and other receivables 679 (230) 212
Increase/(decrease) in trade and other payables 166 (56) 477
Net cash flows used in operating activities (268) (1,704) (3,584)
Cash flows from investing activities
Exploration expenditure - (216) (201)
Purchase of property, plant and equipment - (2) -
Net cash flows used in investing activities - (218) (201)
Cash flows from financing activities
Net (costs)/proceeds from allotment of shares (12) 2,382 2,771
Net cash flows from financing activities (12) 2,382 2,771
(Decrease)/increase in cash and cash equivalents (280) 460 (1,014)
Cash and cash equivalents at beginning of period 923 1,937 1,937
Foreign exchange on cash and cash equivalents (70) (5) -
Cash and cash equivalents at end of period 573 2,392 923
Notes to the Condensed Consolidated Financial Statements for the six months ended 30 June 2025
1. General information
Emmerson PLC (the "Company") is a company incorporated and domiciled in the
Isle of Man, whose shares have since 27 April 2021 been listed on AIM.
The principal activities of the Group are the pursuance of a dispute with the
Moroccan Government regarding the Khemisset Potash project, and the
development of the Company's proprietary potash processing technology known as
KMP. In previous years, the principal activity was the development of the
Khemisset Potash project, however the rejection of the Company's environmental
permit application in October 2024, resulting in the total expropriation of
the Project, necessitated a change in strategy.
2. Basis of preparation
2.1 General
The Condensed Consolidated Financial Statements have been prepared in
accordance with the valuation and recognition principles of UK-adopted
International Accounting Standards. The Condensed Consolidated Financial
Statements for the six months ended 30 June 2025 are unaudited and have not
been reviewed by the Group's auditor, and do not include all of the
information required for full annual financial statements.
They should be read in conjunction with the Company's annual financial
statements for the year ended 31 December 2024. The principal accounting
policies applied in the preparation of the Condensed Consolidated Financial
Statements are unchanged from those disclosed in those statements. These
policies have been consistently applied to each of the periods presented.
The financial information of the Group is presented in US Dollars, which is
also the functional currency of the parent Company and has been prepared under
the historical cost convention. The individual financial statements of each of
the Company's wholly owned subsidiaries are prepared in the currency of the
primary economic environment in which it operates (its functional currency).
2.2 Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of the
Company, Moroccan Salts Limited ("MSL"), Potasse de Khemisset SA, Mines de
Centre SARL, and Khemisset UK Ltd ("KUL").
Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over
the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the Group
Financial Statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognised in assets,
are eliminated in full.
All the Group's companies have 31 December as their year-end. Consolidated
financial statements are prepared using uniform accounting policies for like
transactions.
2.3 Functional and presentational currency
The financial information of the Group is presented in US Dollars, which is also the functional currency of the parent Company, and has been prepared under the historical cost convention. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency).
2.4 Going concern
As at 18 September 2025 the Group had cash and cash equivalents of US$1.1
million. On 2 January 2025, the Company signed a Capital Provision Agreement
("CPA") with a specialist litigation funding firm to provide up to US$11.0
million in both litigation finance capital and working capital for the
Company.
The Company has prepared a cashflow forecast to December 2026 setting out the
expected financial commitments related to the running of the Group in its
reduced scale, and the legal and other advisory expenses related to the
ongoing dispute with the Moroccan government. The Company will not commit to
further material financial obligations for at least the 12 months from the
date of this report in order to protect its Going Concern position.
Based on a review of the cashflow forecast, the Board is satisfied that the
existing cash and funding facility are more than sufficient to meet the
Company's outgoings for at least 12 months from the date of this report, and
therefore believe the Going Concern basis is appropriate for the preparation
of the financial statements.
3. Administrative fee and other expenses
US$'000 6 months to 6 months to 12 months to
30 Jun 2025 30 Jun 2024 31 Dec 2024
(Unaudited) (Unaudited) (Audited)
Directors' fees 380 296 599
Depreciation - 5 16
Travel and accommodation 3 6 2
Auditors' remuneration 18 37 63
Employment costs 19 425 702
Professional and consultancy fees 289 565 1,055
Other expenses 227 162 2,001
Total Administrative Expenses 936 1,496 4,438
4. Litigation funding
On 2 January 2025, the Company announced that it had signed a Capital
Provision Agreement ("CPA") with a specialist litigation funding firm to
provide up to US$11.0 million in both litigation finance capital and working
capital for the Company (the "Funding"). Funds advanced under the CPA can be
used to settle legal fees connected with the case, as well as for general
working capital purposes, subject to approvals.
Funds advanced are non-recourse and are not repayable in the event of the
legal case being lost. If the case has a successful outcome, the litigation
funding firm will receive capital a capital entitlement based on multiples of
the amounts advanced, or a percentage of the total settlement, depending on
the timing and quantum of the settlement.
Because the funds advanced confer present benefits whose value can be
quantified, these advances are recognised as Other Income. The balance of
entitlements under the CPA will be recognised upon settlement of the legal
case, as a reduction against the final award.
During the period, the Company incurred litigation expenses of US$1,004k, of
which US$727k were settled through advances and has been recognised as Other
Income. The balance of US$277k has been recorded as a Current Liability.
5. Current and Non-current liabilities
On 30 April 2025, the Company reached a legal settlement agreement related to
a contract dated 29 November 2021 relating to the provision of basic
engineering package for the Company's Khemisset Potash Project. The settlement
amount agreed between both parties is US$427k, payable in 3 instalments with
the final payment due on 27 May 2027. This amount has been split between
current and non-current liabilities accordingly.
6. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
US$'000 6 months to 6 months to 12 months to
30 Jun 2025 30 Jun 2024 31 Dec 2024
(Unaudited) (Unaudited) (Audited)
Earnings
Loss from continuing operations for the period attributable to the equity (1,290) (1,596) (25,770)
holders of the Company
Number of shares
Weighted average number of ordinary shares for the purpose of basic and
diluted earnings per share
1,293,070,615 1,052,292,157 1,
11
1,
42
8,
46
3
Basic and diluted loss per share 0.10 cents 0.15 cents 2,32 cents
7. Intangible assets
The intangible assets consist of capitalised exploration and evaluation
expenditure, including the cost of acquiring the mining license and research
permits held by the Company's subsidiaries.
30 Jun 2025 30 Jun 2024 31 Dec 2024
(Unaudited) (Unaudited) (Audited)
US$'000 US$'000 US$'000
Cost:
At the beginning of the period - 20,457 20,457
Additions - 216 201
- (20,353)
Exchange differences - (25) (305)
As at end of period - 20,648 -
During the period ended 31 December 2024, the Company fully impaired the
capitalised exploration and evaluation costs in respect of the Khemisset
project, following the rejection of the ESIA in October 2024.
8. Related party transactions
Directors' consultancy fees
Graham Clarke is a Director of the Company and also provides consulting
services to the Company. During the period, Graham Clarke received fees of
US$150k (H1 2024: nil). The amount outstanding as at the period end was US$
nil (31 Dec 2024: US$ nil).
Robert Wrixon is a Director of the Company and also provides consulting
services to the Company. During the period, Robert Wrixon received fees of
US$30k (H1 2024: US$15k). The amount outstanding as at the period end was US$
nil (31 Dec 2024: US$ nil).
Hayden Locke is a Director of the Company and also provides consulting
services to the Company. During the period, Hayden Locke received fees of
US$40k (2024: US$nil). The amount outstanding as at the period end was US$ nil
(31 Dec 2024: US$ nil).
9. Post-balance sheet events
There were no post-balance sheet events.
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