REG - Firering Strategic - Interim Results
29/09/2025 07:00
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RNS Number : 1058B Firering Strategic Minerals PLC 29 September 2025
Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining
29 September 2025
Firering Strategic Minerals plc
("Firering" or "the Company")
Interim Results
Focus on increasing revenues & delivering long-term value
Firering Strategic Minerals plc, an emerging quicklime production and critical
mineral exploration company, is pleased to announce its Interim Results for
the six months ended 30 June 2025.
HIGHLIGHTS
· Scaling Limeco to full design capacity to establish it as a
leading quicklime supplier to the region and generate strong revenues
· First gasifier commissioned with Kiln 1 in February 2025;
optimisation has lifted recent output to c.55 tonnes per day ('tpd') with
improved product quality and quantity steadily increasing
· Kiln 2 refurbishment on track for hot commissioning in Q4 2025,
with Kilns 3 and 4 to follow leveraging operational experience gained from
Kiln 1
· Mining licence awarded; operations scheduled to commence in 2026
to supplement the existing stockpile of over 150,000 tonnes
· Strong demand pipeline with buying interest across all product
categories and further product lines under evaluation
· Sales of aggregates and other ancillary products continue to
provide supplementary revenues
· Director-backed fundraisings completed, with bank discussions
maturing to support increasing interest in Limeco
INVESTOR PRESENTATION
Firering intends to publish a new investor presentation including a Q&A on
the Directors Talk platform:
https://www.directorstalkinterviews.com/company/firering-strategic-minerals-plc/frg.l
(https://www.directorstalkinterviews.com/company/firering-strategic-minerals-plc/frg.l)
. Please submit questions to firering@stbridespartners.co.uk by 9:00 am on 1
October 2025. No material new financial or other information will be
disclosed.
CHAIRMAN'S STATEMENT
In May 2024, we embarked on a transformational reset of the Company centred on
acquiring management control and a material interest in Limeco Resources
Limited ('Limeco'), a developed quicklime project in Zambia. Since then, we
have focused on refurbishing and modernising Limeco's plant to ensure
sustainable production of quicklime, supporting the region's growing
industries, from copper and gold processing to other vital industrial
applications that underpin regional growth and development.
Limeco
The Limeco project combines a substantial limestone resource with an
integrated processing operation including a two-stage crushing circuit capable
of processing 300 tonnes per hour of feedstock, which is then calcined in a
bank of eight kilns designed for quicklime production.
During 2024, the team initiated an optimisation programme at the project,
commissioning the first of two gasifiers in February 2025 alongside Kiln 1.
Early ramp-up of Kiln 1 highlighted some familiar industry challenges,
including blockages referred to as hangups or ring formations along the
refractory lining. While such issues are inherent in lime production, they can
be mitigated through tighter feedstock control and refined operating
procedures. Drawing on this early experience, Limeco implemented targeted
improvements, including optimising feed particle size and moisture, upgrading
process controls, and refining blockage detection and removal protocols.
These adjustments delivered tangible progress: from 10 May to 19 July 2025,
Kiln 1 produced commercial-grade quicklime on a consistent basis, averaging
around 40 tpd. More recently, we made further improvements including the
installation of a new Induced Draft ('ID') fan motor to enhance efficiency and
stability, resulting in output increasing to 45-50 tpd, with recent output
reaching 55 tpd. This marks an important proof of concept for our
refurbishment strategy and confirms that with targeted investment and
disciplined engineering Limeco is well positioned to create meaningful value
for shareholders.
To unlock additional capacity, refurbishment of Kiln 2 is progressing,
including the removal of internal arches, an improvement aimed at resolving
the uneven heat distribution experienced in Kiln 1, and the construction of
new access ports to the kiln called 'poke holes', to monitor material flow and
monitor product quality. Once Kiln 2 is operational, these same enhancements
will be implemented in Kiln 1 and the rest of the kilns as they come online,
increasing overall quality and throughput. Hot commissioning of Kiln 2 is
targeted for Q4 2025, after which Kilns 3 and 4 will be upgraded in sequence,
each benefitting from the lessons learned to accelerate ramp-up.
Elsewhere on site, Limeco was awarded a Mining licence and plans to restart
mining during 2026 to supplement the current 150,000+ tonne stockpile.
Additionally, sales of aggregates and other ancillary revenues continue to
provide useful cash flow for the operation, with plans underway to expand this
stream through the eventual erection of a cement plant currently stored in
containers on site.
While the commissioning has faced unforeseen circumstances and our initial
timeline extended, the progress achieved in just over a year has been
significant. We have converted the fuel supply to cleaner gasifiers,
modernised the kiln infrastructure, expanded crushing capacity, and
commissioned a new on-site laboratory to meet the stringent purity
requirements of offtake discussions. In parallel, we have been strengthening
our sales and operational teams to ensure the business is well resourced to
scale effectively.
With recent throughput at Kiln 1 now up at around 55 tpd, we are confident
that the remaining seven kilns can be brought into operation more efficiently,
enabling us to reach our long-term target of 600-800 tpd of quicklime.
Importantly, each additional kiln brought online enhances both the economics
and the cash-generative capacity of the operation.
Market & Sales
The demand for lime in the region remains strong, driven by copper and gold
producers' heavy reliance on quicklime in processing, as well as by other
industries that depend on it for essential operations. Despite this robust
demand, the region still relies largely on imports, primarily from South
Africa. By offering a dependable, locally produced supply, Firering, through
Limeco, is uniquely positioned to bridge this gap and support the region's
growing needs.
Accordingly, interest in Limeco's product has been strong. In June 2025,
Limeco completed its first commercial sale of 90 tonnes of quicklime to a
client in Zimbabwe. Building on this momentum, earlier this month it secured a
contract with a regional trader for both high- and lower-grade quicklime,
reinforcing our confidence that Limeco can rapidly establish itself as a
competitive supplier. In parallel, Limeco is exploring the addition of a new
product line. While quicklime has so far been sold in its natural form, some
buyers prefer hydrated lime, which offers easier logistics. Installing a
hydration circuit, a low-cost add-on, would enable Limeco to produce this
higher-value product, significantly expanding its commercial product line.
With these growth initiatives underway, and as additional kilns come online,
we are confident that demand will easily absorb the increased production
volumes.
Other Projects
While Limeco is our near-term growth focus, we continue to hold exposure to
the critical minerals space through our interests in Côte d'Ivoire.
In August 2025, Ricca Resources withdrew from an earn-in agreement with us. As
a result, Firering now retains 90% of the Atex lithium-tantalum project and
51% of the Alliance project, both free of any further Ricca rights or
obligations. Importantly, there is no requirement to refund any funds already
invested, and we are in discussions with Ricca to recover costs advanced
during the partnership. Firering also continues to hold a c.10% equity stake
in Ricca itself.
Ricca's exit gives us full control and the flexibility to explore fresh
options for unlocking the significant, and in our view still underappreciated,
potential of Atex and Alliance. While these projects remain on care and
maintenance for now, they represent an important pipeline of value alongside
Limeco.
Corporate
Having signed a share purchase agreement in May 2024 to acquire an initial
20.5% interest in Limeco, with an option to increase the stake to 45%, we
completed fundraises in March and July to settle two tranches, increasing
Firering's holding first to 20.5% and then to 26.9%. My fellow directors, Shai
Kol and Vassilios Carellas, and I personally participated in one or both
fundraises, reflecting our strong confidence in Limeco's potential to deliver
meaningful returns.
To support further interest acquisitions, we continue discussions with several
Zambian banks regarding debt facilities with completion expected once
consistent daily output and commercial sales from Kiln 1 are established.
Outlook
Firering has made decisive progress over the past six months, moving Limeco
from remedial work into operational production, recording its first quicklime
sales, and demonstrating the viability of our strategy. Leveraging the
operational experience from the optimisation of the first kiln, we expect an
expedited route to full commercial production for the subsequent kilns,
enabling us to establish Limeco as a key supplier of quicklime to the region
and generate substantial revenues.
I would like to thank our management team, partners, and shareholders for
their continued support as we move from rebuilding towards delivering
long-term value.
Youval Rasin
Chairman
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
30 June 31 December
2025 2024
Unaudited Audited
Euros in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 555 297
Other receivables 42 42
Total current assets 597 339
NON-CURRENT ASSETS:
Investment in shares 637 637
Investment in associate 2,887 2,093
Derivative financial assets 80 352
Investment in joint venture 2,647 2,636
Property, plant and equipment 75 89
Total non-current assets 6,326 5,807
Total assets 6,923 6,146
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
30 June 31 December
2025 2024
Unaudited Audited
Euros in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables 211 220
Other payables 303 453
Capital note 163 157
Shareholders loan 1,009
Total current liabilities 1,686 830
NON-CURRENT LIABILITIES:
Accrued severance pay, net 8 8
Capital notes 369 351
Shareholders loan 1,008
Total non-current liabilities 377 1,367
Total liabilities 2,063 2,197
EQUITY:
Share capital 229 184
Share premium 12,802 10,897
Warrants 38 38
Accumulated deficit (7,909) (6,876)
Capital reserves (300) (294)
Total equity 4,860 3,949
Total liabilities and equity 6,923 6,146
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Six months ended Year ended
30 June 31 December
2025 2024 2024
Unaudited Audited
Euros in thousands
(except per share amounts)
Gain on earn-in arrangement - 212
General and administrative expenses (518) (578) (1,221)
Operating loss (518) (578) (1,009)
Financial expenses (165) (52) (81)
Revaluation of derivatives (272)
Share of loss of joint venture and associate (78) (24) (87)
Loss before taxes on income (1,033) (654) (1,177)
Total net loss and total comprehensive loss (1,033) (654) (1,177)
Total net loss and total comprehensive loss attributable to:
Equity holders of the Company (1,033) (648) (1,177)
Non-controlling interests (6) -
(1,033) (654) (1,177)
Loss per share (in Euro) - basic and diluted (0.01) (0.01) (0.01)
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2025 (audited) 184 10,897 38 (294) (6,876) 3,949 - 3,949
Loss for the period (1,033) (1,033) (1,033)
Issue of shares 45 1,905 1,950 1,950
Capital reserve (6) (6) (6)
Balance as of 30 June 2025 (unaudited) 229 12,802 38 (300) (7,909) 4,860 4,860
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2024 (audited) 100 7,801 39 (294) (5,699) 1,947 - 1,947
Loss for the period (648) (648) (6) (654)
Issue of shares 72 2,593 - - - 2,665 - 2,665
Share based compensation - 23 - - 23 - 23
Reallocation of non-controlling interests - - - - - - 6 6
Balance as of 30 June 2024 (unaudited) 172 10,417 39 (294) (6,347) 3,987 - 3,987
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share Share premium Warrants Reserves Accumulated deficit Total Non-controlling interests Total
capital equity
Euros in thousands
Balance as of 1 January 2024 (audited) 100 7,801 39 (294) (5,699) 1,947 - 1,947
Profit (loss) for the period - - - - (1,177) (1,177) - (1,177)
Issue of shares 84 2,746 - - - 2,830 - 2,830
Expiration of warrants 26 (26) -
Issue of warrants (25) 25 - -
Share based compensation - 15 - - - 15 - 15
Capital reserve (transaction with shareholders) 334 334 334
Balance as of 31 December 2024 (audited) 184 10,897 38 (294) (6,876) 3,949 - 3,949
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended Year ended
30 June 31 December
2025 2024 2024
Unaudited Audited
Euros in thousands
Cash flows from operating activities:
Net loss (1,033) (648) (1,177)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Adjustments to the profit or loss items:
Depreciation 14 14 29
Revaluation of derivatives 272
Accrued interest on capital note and on loan from non-controlling interest 70 31 63
Share based payment 23 15
Share of loss of joint venture and associate 78 24 87
Accrued interest on shareholders loan 18 - 18
Changes in asset and liability items:
Decrease (increase) in other receivables - 1
Increase (decrease) in trade payables (9) (46) 109
Increase (decrease) in other payables and capital note 50 127 74
(493) (475) (781)
Cash paid during the year on interest (69) - -
Net cash used in operating activities (609) (475) (781)
Cash flows from investing activities:
Investment in joint venture (48) (208) (558)
Investment in Limeco (900) (1,437) (2,409)
Change in capital note - - (17)
Net cash used in investing activities (948) (1,645) (2,984)
Cash flows from financing activities:
Receipt of loan from shareholders - 990
Issue of shares 1,815 1,983 2,775
Net cash from financing activities 1,815 1,983 3,765
Net change in cash and cash equivalents 258 (137) -
Cash and cash equivalents at beginning of period 297 297 297
Cash and cash equivalents at end of period 555 160 297
Supplemental disclosure of non-cash activities:
Issue of shares in payment of liability to employees and service providers 135 55 55
Ricca shares received in settlement of receivable 637 637
Derecognition of liability to non-controlling interests upon impairment of 6 -
project
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
NOTE 1: - GENERAL INFORMATION
a. Firering Strategic Minerals PLC (the "Company") is a holding
company for a group of exploration and development companies set up to focus
on developing assets towards the ethical production of critical metals. The
Company was incorporated on 8 May 2019 in Cyprus. The address of its
registered office is Ioanni Stylianou 6, 2(nd) Floor, Office 202, 2003,
Nicosia, Cyprus.
In November 2021 the Company completed its Initial Public Offering and
admission to trading on the AIM, a market operated by the London Stock
Exchange.
The Company owns 75% of the issued share capital of Bri Coltan SARL ("Bri
Coltan") a company incorporated in Cote d'Ivoire. The principal activity of
the subsidiary is the exploration and development of mineral projects (in
particular, columbite- tantalite).
The Company has an investment in a joint venture, Marvella SA ("Marvella"),
which was originally established as an SPV. The Company is in the
administrative process of implementing transfers to Marvella of its
investments in the following entities:
(i) 90% of the issued share capital of Atex Mining Resources SARL ("Atex") a
company incorporated in Cote d'Ivoire. The principal activity of Atex is the
exploration and development of mineral projects (in particular, lithium and
columbite-tantalite).
(ii) 51% of the issued share capital of Alliance Minerals Corporation SARL
("Alliance"), a company incorporated in Cote d'Ivoire. Alliance holds an
exploration license request at an area bordering Atex.
In November 2022 the Company signed an earn-in agreement with Ricca Resources
Pty Limited ("Ricca"), an Australian diversified minerals company to advance
the Atex Lithium-Tantalum Project and the adjacent Alliance exploration
licence (once granted). According to the agreement, Ricca will have the
exclusive right to undertake and fund at Ricca's sole cost the exploration of
the Atex Project and adjacent Alliance licence, which exploration is to be
undertaken through Marvella.
The Company holds 100% of the equity interest of Marvella as of the date of
the financial statements and will continue to hold the majority of the equity
interest until the completion of stage 4 of the earn-in period. However,
according to the shareholders' agreement signed with Ricca, the Company and
Ricca have joint control of Marvella. Accordingly, the investment in Marvella
is considered a joint venture which is accounted for using the equity method.
See also Note 5 (3).
In May 2024 the Company entered into a Share Purchase Agreement ("SPA")
together with Clearglass, a related party, with the Vendor (Kai Group Ltd).
The SPA replaces the option agreement entered into by the Company and
Clearglass in respect of Limeco on 16 August 2023. Limeco is the owner of a
limestone project comprising a limestone quarry and lime plant located in
Zambia. Limeco was initially established by another company which invested
approximately US$100 million in establishing the limestone quarry and
constructing the current lime plant. This investment was made via a
shareholder's loan to Limeco, and this loan remains outstanding to the Vendor
of Limeco. According to the SPA, each acquisition of an equity interest in
Limeco also provides the Company with an identical interest in the
shareholder's loan.
Pursuant to the SPA, the Company is committed to acquire a 20.5% interest in
Limeco for US$3,550,000. The consideration shall be payable to the Vendor in 3
instalments over 12 months as follows:
1. US$1,500,000 being payable no later than 30 June 2024 to acquire an
initial 10% interest;
2. US$1,016,667 payable no later than 31 December 2024 to acquire a
further 6.7% interest; and
3. US$1,033,333 payable no later than 30 April 2025 to acquire an
additional 3.9% interest.
Clearglass will receive 2.5% of the issued shares of Limeco upon completion of
the final payment due under the SPA as a result of the previous non-refundable
US$500 thousand fee paid under the prior option agreement.
The SPA includes the terms of the New Option, pursuant to which the Company
will be granted an option to acquire up to 24.5% of Limeco for an aggregate
consideration of US$4,650,000 shall be exercisable in 5 tranches between July
2025 and July 2026 as follows:
- an option to acquire a 6.4% interest no later than 31 July 2025 for
a consideration of US$1,033,333;
- an option to acquire a 3.8% interest no later than 30 October 2025
for a consideration of US$620,000;
- an option to acquire a 5.5% interest no later than 30 January 2026
for a consideration of US$981,667;
- an option to acquire a 5.5% interest no later than 30 April 2026 for
a consideration of US$981,667; and
- an option to acquire a 3.3% interest no later than 31 July 2026 for
a consideration of US$1,033,333.
Clearglass will receive 2.5% of the issued shares of Limeco upon completion of
the final payment due under the New Option as a result of the previous
non-refundable US$500 thousand fee paid under the prior option agreement.
The Company shall be entitled to accelerate any payment/acquisition under the
SPA and New Option, in which circumstance the applicable payment shall be
reduced by reference to a discount rate of 10% per annum, calculated daily, up
to a maximum discount equal to what would be applied if a payment is made 4
months early.
In the event that the Company does not complete any payment due under the SPA,
or otherwise fails to exercise any tranche of the New Option, Clearglass has
agreed that it shall be responsible for making the relevant payment due to the
Vendor, or, if applicable, exercise the New Option, and acquire the applicable
Limeco shares in respect of that payment.
The Vendor will make up to US$4 million of the consideration paid to it under
the SPA and New Option available to Limeco as a shareholder loan to renovate
the kilns at the Project.
Upon completion of the SPA and New Option and assuming the Company settles all
the consideration under the SPA and the New Option, the Company will hold a
45% interest in Limeco, Clearglass will hold a 5% interest and the Vendor will
hold a 50% interest. However, if any payment is not paid when due under the
SPA (or under the terms of the New Option for the latest date by which the
various tranches are exercisable), there shall be a 21-day cure period to
remedy the missed payment, or the Vendor shall be entitled to terminate the
SPA and the New Option. Additionally, in such circumstances the Vendor shall
have the option to buy Limeco shares from Clearglass, up to a limit of a 5%
interest in Limeco (to the extent that such Limeco shares are held by
Clearglass). Additionally, in the event of a change of control of both the
Company and Clearglass, Clearglass will transfer 1 of the issued shares of the
Company to the Vendor such that upon completion of the SPA and New Option, the
Vendor holds a majority interest in Limeco.
The consideration of US$1,500,000 (€ 1,403 thousand), the consideration of
US$1,016,667 (€ 971 thousand) and the consideration of US$1,033,333 (€ 900
thousand) as described in (1), (2) and (3) above were paid by the Company in
June 2024, December 2024 and April 2025 respectively, accordingly, at the
reporting date the Company holds 20.5% interest in Limeco.
Upon purchasing the 10% interest in Limeco completed in June 2024, the Company
had the right to appoint one director out of 3 directors in the Limeco board
and the CEO of Firering was designated to serve as the CEO of Limeco.
Accordingly, the Company had significant influence in Limeco and from that
date commenced application of the equity method in respect of its investment
in Limeco.
Based on the total consideration of $3.567 million payable for the 20.5%
interest in Limeco and for the options to acquire an additional 24.5% interest
in Limeco, the Company derived the amount of $1,731 thousand (€1,619
thousand) attributable to the acquisition in June 2024. Of the aforementioned
amount, €1,267 thousand was allocated to the 10% equity interest
(shareholder loan) in Limeco and €352 thousand was allocated to the fair
value of the options to acquire the additional 24.5% interest.
The fair value of the options was calculated based on Black-Scholes option
pricing model. Significant input used was expected volatility of 40% - level
3 of the fair value hierarchy. These options are subsequently measured at fair
value through profit or loss and are presented as Derivative Financial Assets
in the statement of financial position. The fair value of these options as of
30 June 2025 is €80 thousand, the decrease of €272 thousand in fair value
was recorded as a revaluation of derivative in the Statement of Comprehensive
Income.
The difference between the total transaction value of €1,619 thousand and
the actual amount paid in June 2024 of €1,403 thousand ($1,500 thousand)
totaling to €216 thousand was recorded as a current liability which was
offset from the installments in December 2024 and April 2025.
As of 30 June 2025, the investment in Limeco is comprised of the following
(Euros in thousands):
Investment in associate, at cost 2,950
Share of loss from date of acquisition (63)
2,887
As of the date the financial statements are approved, the purchase price
allocation has not yet been finalized. The investment in Limeco is expected to
be substantially attributable to the limestone quarry and plant.
b. Going concern:
The Group's operations are at an early stage of development and the continuing
success of the Group will depend on the Group's ability to manage its mineral
projects. Presently, the Group has no projects producing positive cash flow
and the Group is likely to remain cash flow negative in the near future. The
Group's ultimate success will depend on its ability to generate positive cash
flow from active mineral production and mining operations in the future and
its ability to secure external funding for its development requirements.
However, there is no assurance that the Group will achieve profitability or
positive cash flow from its operating activities,
The Board of Directors and Group management have assessed the ability of the
Group to continue as a going concern. In respect of its current and future
mineral projects, the funding status is as follows:
Atex and Alliance:
In 2022 the Company signed an earn-in agreement with an Australian
diversified minerals company, Ricca, which agreed to fund at its sole cost
these two exploration projects for a period that may extend to 4-5 years from
the reporting date.
In 2023 Ricca did not complete a planned IPO and was unable to raise
significant funds from other sources. This affected the liquidity position of
Ricca such that Ricca was unable to fund these projects as planned. The
Company is currently in discussions with Ricca as to the resolution of this
issue. In any case, the Company continues to view these projects as viable and
is evaluating various alternatives as to further financing for these projects.
Limestone and Quicklime:
The Company has entered into an agreement to acquire up to a 45% interest in
a limestone quarry and quicklime production plant in Zambia. The acquisition
is to be made through payments in installments over a period ending in 2026.
At the reporting date the Company holds 20.5% of Limeco.
On 21 March 2025 the Company completed a
placing on the AIM, a market operated by the London Stock Exchange ("the
AIM"), by issuing 43,916,054 Ordinary shares at a price of £0.035 per share
for total consideration of c. €1,836 thousand (£1,537 thousand), net
proceeds of approximately €1,684 thousand (£1,410 thousand).
In addition, the Company has raised, in aggregate, gross proceeds of £477
thousands (€475 thousand net of raising costs) through the conditional
placing of 13,628,570 new Ordinary Shares in a Subscription at the Placing
Price. The conditional placing is subject to approval by shareholders of a
resolution to increase the Company's share capital authority in a general
meeting.
In respect of its ongoing general activities, based on a review of the Group's
budget and forecast cash flows, including funds raised in July 2025 as
described in Note 21, there is a reasonable expectation that the Group will
have adequate resources to continue its daily operations and meet its
obligations as they become due for at least a period of twelve months from the
date of approval of the financial statements. Thus, the going concern basis of
accounting has continued to be applied in preparing these financial
statements.
c. These financial statements have been prepared in a condensed
format as of 30 June 2025 and for the six months then ended ("interim
consolidated financial statements"). These financial statements should be read
in conjunction with the Company's annual financial statements as of
31 December 2024 and for the year then ended and accompanying notes ("annual
consolidated financial statements").
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of the interim consolidated financial statements:
The interim consolidated financial statements have been prepared in accordance
with IAS 34, "Interim Financial Reporting".
The accounting policies adopted in the preparation of the interim consolidated
financial statements are consistent with those followed in the preparation of
the annual consolidated financial statements.
NOTE 3: - INVESTMENT IN JOINT VENTURE (MARVELLA)
Summarized financial data of the joint venture.
30 June 31 December
2025 2024
Unaudited Audited
Euros in thousands
Statement of financial position of joint venture at reporting date:
Current assets 54 69
Property, plant and equipment 24 29
Intangible assets 3,895 3,828
Current liabilities (25) (19)
Liability to non-controlling interest in subsidiary (278) (248)
Loan from Firering (3,040) (2,992)
Net assets 630 667
Equity:
Non-controlling interests 1,023 1,023
Equity attributable to equity holders of the joint venture (243) (243)
Accumulated deficit (150) (113)
Total equity 630 667
Investment in joint venture (1) 2,647 2,636
(1) Investment in joint venture is comprised of:
Loan to joint venture 3,040 2,992
Less: equity attributable to equity holders (393) (356)
Net 2,647 2,636
NOTE 4:- EVENTS AFTER THE REPORTING DATE
1. On 29 July 2025, following the approval of a resolution by the
company's shareholders to increase the Company's share capital authority at
the Company's 2025 Annual General Meeting that took place on that date, the
Company completed the fundraise with gross proceeds of £477 thousand (€475
thousand net of raising costs) through the conditional placing of 13,628,570
new Ordinary Shares via a share subscription signed on 21 March 2025 at a
Placing Price of £0.035. See also Note 1.
On 29 July 2025 the Company completed a placing on the AIM market of the
London Stock Exchange ("the AIM"), by issuing 85,966,667 Ordinary shares at a
price of £0.015 per share for total consideration of c. €1,490 thousand
(£1,290 thousand), net proceeds of approximately €1,458 thousand (£1,261
thousand).
2. In July 2025 the Company executed the first option under the Share
Purchase Agreement together with Clearglass, a related party, with the Vendor
(Kai Group Ltd), and paid the consideration of US$1,033,333 (€ 953
thousand) and acquired an additional 6.4% interest in Limeco. As of the date
of approval of these financial statements the Company purchased a total of
26.9% of Limeco. See also Note 1.
3. On 18 August 2025 received a formal notice of withdrawal from Ricca
Resources Limited ("Ricca") in respect of the earn-in agreement entered into
with the Company. As a result of the withdrawal, Company will continue to hold
90% of Atex and 51% in Alliance of the Projects free and clear from any rights
of Ricca.
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