REG - Gem Resources PLC - Half-year Report
26/09/2025 07:00
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RNS Number : 8668A Gem Resources PLC 26 September 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 September 2025
Gem Resources plc
("GEMR" or the "Company")
The Directors of GEMR are pleased to present the unaudited interim condensed
consolidated financial statements of Gem Resources plc for the six months
ended 30 June 2025.
Gem Resources plc (LSE: GEMR), the mineral exploration group listed on the
Standard List segment of the main market of the London Stock Exchange
announces its unaudited interim condensed consolidated financial statements
for the six months ended 30 June 2025. The full report is available on the
Company's website at www.gemresources.co.uk. In accordance with Listing Rule
9.6.1 of the UK Financial Conduct Authority ("FCA"), a copy of the 2025
Interim Report will also be submitted to the FCA via the National Storage
Mechanism and will shortly be available to the public for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
Chairman's Statement
GEM Resources Plc - Interim Results for the six months ended 30 June 2025
I am honoured to address you for the first time as Executive Chairman of Gem
Resources Plc ("GEMR" or the "Company"). The first half of 2025 has been a
period of transformation, marked by important operational milestones and the
foundations for decisive strategic initiatives that are being advanced post
period-end.
Strategic Priorities: Post-Period Treasury and Offtake Initiatives
Following the end of the reporting period, the Board has advanced two pivotal
initiatives that will define GEMR's future trajectory.
Treasury Policy Update
The Board has proposed a strategic and transformative update to GEMR's
Treasury Policy, under which, surplus funds, once fully approved and
implemented, may be allocated into leading cryptocurrencies such as Bitcoin,
Ethereum, and Solana. The objective is to diversify liquid assets, strengthen
financial flexibility, and align GEMR with capital management practices
increasingly adopted by innovative global resource companies.
In support of this proposed policy, GEMR is internally developing a
proprietary algorithmic entry strategy designed to optimise potential returns
within the parameters of the Treasury Policy. This forward-looking approach
will serve both as a hedge and as a way of integrating the Company into the
digital finance ecosystem, an area of growing importance to global investment
and commodity trade.
Offtake and Pre-Financing Agreement
Post period-end, the Company also began progressing negotiations to secure a
significant offtake and pre-finance trade agreement for its Gravelotte emerald
production. We are in advanced discussions with leading tokenisation and
commodity trading partners to establish a direct-offtake structure. The intent
is to provide upfront liquidity for mine development while opening access to
broader global sales channels-including decentralised platforms-thereby
accelerating growth and maximising the value of GEMR's assets.
Operational Progress
During the first half of the year, GEMR commenced hard-rock mining at the
Cobra Open Pit in South Africa, confirming Gravelotte's geological model and
production potential. Early test sales, although modest, validated our
processing methods and provided proof of concept for commercialisation,
despite the challenging backdrop in the gemstone sector.
Board Transformation and Capitalisation
Post period-end, GEMR completed a £2.117 million recapitalisation comprising
a £617,320 equity subscription at market price, the issuance of £1.5 million
unsecured convertible loan notes at a 50% premium to the subscription price,
and the planned conversion of approximately £230,000 of accrued Board fees
into equity also at a 50% premium to the subscription price. These measures
have significantly strengthened the Company's balance sheet and stabilised
working capital.
We also welcomed Mr Hin Shek ("Hans") Wong as a Non-Executive Director,
further broadening the Board's expertise. The accelerated Rule 9 waiver,
approved by the Takeover Panel, with the backing of independent shareholders,
reflects strong support for the Company's strategy and governance.
Shareholder Alignment and ESG Commitment
As the Company's majority shareholder, my overriding objective is to ensure
value creation for all stakeholders. We remain committed to maintaining strong
ESG standards, ensuring transparent engagement with our communities, and
fostering clear communication with the market.
Outlook
While the gemstone market remains subdued, GEMR now has the operational
progress, strengthened financial position, and new strategic initiatives
required to advance Gravelotte and Curlew, while also establishing innovative
financing and marketing channels. These developments provide a solid
foundation for long-term growth.
On behalf of the Board, I thank our shareholders and investors for their
continued support. I look forward to reporting further progress as we
implement our post-period initiatives-the proposed crypto treasury policy and
the offtake agreement-which we believe will be central to GEMR's next chapter.
Louis Ching
Executive Chairman
25 September 2025
Business Review
The Directors present the interim results of Gem Resources Plc ("GEMR" or the
"Company"), together with its subsidiaries ("the Group"), for the six-month
period from 1 January 2025 to 30 June 2025.
Financial and Operational Review
The first half of 2025 was a period of transition and challenge for the
Company. Operationally, we achieved encouraging progress at the Gravelotte
Emerald Mine with the commencement of hard-rock mining and our first trial
sales. At the same time, we were faced with a constrained financial position,
as highlighted in both the Annual Report published in April 2025 and again in
these Interim Results. Against this backdrop, the post-period refinancing and
Board changes represent a turning point for the Company.
Gravelotte Operations
In January 2025, GEMR commenced hard-rock mining at the Cobra Open Pit, part
of the Gravelotte Emerald Mine in South Africa. Results from the initial
mining and processing runs have been encouraging, with emerald-bearing
material recovered and processed through the upgraded plant. These activities
confirm that Gravelotte has the potential to develop into an economically
viable emerald mine, though further work, investment and market support will
be required before such a conclusion can be reached.
First Sales
During February and March 2025, the Company completed its first trial sales of
emeralds and by-products, generating gross proceeds of approximately USD57,000
(c. £45,000). While modest in scale and completed against subdued gemstone
market conditions, these sales represent an important proof-of-concept for our
recovery and marketing processes.
Board and Corporate Developments
During the period, Directors demonstrated their alignment with shareholders by
agreeing to receive a portion of their accrued fees in equity rather than
cash. A total of 5,999,998 new ordinary shares were issued at 0.65 pence per
share, representing a 31% premium to the prevailing market price at the time.
This decision both preserved cash resources and reflected the Directors'
confidence in the Company's long-term potential.
In June 2025, we also bid farewell to Sam Mulligan, who resigned from the
Board, and we thank him for his service and contribution.
Restructuring and Refinancing
Subsequent to the period-end, GEMR completed a transformational £2.117
million recapitalisation. This comprised a £617,320 equity subscription at
the then market price of 0.20 pence per share and the issue of £1.5 million
unsecured convertible loan notes, convertible at a 50% premium to that
subscription price. As part of this restructuring and refinancing, the Board
also agreed that all outstanding and accrued fees - approximately £230,000 -
would be converted into equity at the same 50% premium to the subscription
price.
This refinancing not only provided critical working capital, but also
addressed the Company's previously poor financial condition, which had been a
matter of concern in earlier reporting. In conjunction with the refinancing,
Mr Louis Ching was appointed as Executive Chairman and Mr Hin Shek ("Hans")
Wong joined as a Non-Executive Director. On behalf of management, I am pleased
to formally welcome them to GEMR. Their expertise and commitment will be
invaluable as we take the Company forward. Importantly, the Takeover Panel
granted an accelerated Rule 9 waiver following the written approval of a
majority of independent shareholders, ensuring that the transaction could
proceed in the best interests of all shareholders.
Financial Performance
For the six months ended 30 June 2025, GEMR reported:
· Other operating income: £45,000 (H1 2024: nil) from initial
trial sales
· Operating expenses: £410,000 (H1 2024: £535,000)
· Loss after tax: £386,000 (H1 2024: £561,000)
· Net assets: £1.25m at 30 June 2025 (31 Dec 2024: £1.69m)
· Cash: £74,000 at 30 June 2025 (31 Dec 2024: £414,000)
The successful fundraising and the proposed conversion of accrued Board and
management fees into equity have materially strengthened the balance sheet and
positioned the Company to progress its operations.
Outlook
While challenges remain, GEMR is now in a stronger position than at the start
of the year. The early results at Gravelotte, together with our improved
financial footing and strengthened leadership team, provide a solid foundation
on which to build.
Following the post-period subscription and convertible loan note issuance, the
Company now has the resources and structure to pursue its strategic
objectives. The proceeds will be applied to advancing in-pit exploration at
the Gravelotte Emerald Mine in South Africa to improve resource definition,
together with open pit optimisation and upgrades to processing and sorting
systems aimed at increasing production and lowering unit mining costs. At the
Curlew Emerald Mine in Australia, work will focus on exploration, development,
and the progression towards a restart of operations. In addition, funds will
support exploration and assessment activities Zambian licence areas, the
strengthening of corporate governance and operational systems to align with
the Company's enlarged capital base, and the positioning of GEMR to pursue
innovative financing and marketing channels, including the proposed crypto
treasury policy and potential offtake structures.
With these measures in place, GEMR is better equipped to deliver operational
progress, unlock value from its asset base, and move closer to establishing
itself as a sustainable and reliable participant in the global emerald market.
Bernard Olivier
Chief Executive Officer
25 September 2025
Directors' Report
The directors present their interim condensed consolidated financial
statements of the Company for the six-month period from 1 January 2025 to 30
June 2025.
DIRECTORS OF THE COMPANY
The directors who have served during the period and up to the date of approval
were as follows:
Louis Ching(1) Executive Chairman
Hin Shek "Hans" Wong(1) Non-Executive Director
Edward Nealon Non-Executive Director
Bernard Olivier Chief Executive Officer
Peter Redmond Executive Director
John Treacy Non-Executive Director
Sam Mulligan(2) Operations Director
1. Appointed 4 September 2025.
2. Resigned on 19 June 2025.
GOING CONCERN
The Company raises money for exploration and capital projects as and when
required. There can be no assurance that the Group's projects will be fully
developed in accordance with current plans or completed on time or to budget.
Future work on the development of these projects, the levels of production and
financial returns arising therefrom, may be adversely affected by factors
outside the control of the Group and Company.
The ability of the Group to meet its projected expenditure is dependent on
further equity injections and/or the raising of cash through debt instruments.
These conditions necessarily indicate that a material uncertainty exists that
may cast significant doubt over the Group's ability to continue as a going
concern and therefore its ability to realise its assets and discharge its
liabilities in the normal course of business. Whilst acknowledging this
material uncertainty, the Directors remain confident of raising finance and
therefore, the Directors consider it appropriate to prepare these interim
condensed consolidated financial statements on a going concern basis. These
interim condensed consolidated financial statements do not include the
adjustments that would result if the Group were unable to continue as a going
concern.
RESULTS AND DIVIDENDS
The interim condensed consolidated statement of comprehensive income is set
out on page 8 and shows the loss for six-month period to 30 June 2025. The
directors consider the loss for the period to be in line with expectations.
The directors do not recommend a payment of a dividend.
We confirm to the best of our knowledge:
a) the condensed set of financial statements has been prepared in
accordance with IAS 34 "Interim Financial Reporting"; and
b) the interim management report includes a fair review of the information
required by Disclosure and Transparency Rules 4.2.7R and 4.2.8R of the United
Kingdom Financial Conduct Authority.
Signed on behalf of the Board who approved the half yearly financial report on
25 September 2025.
Louis Ching
Executive Chairman
25 September 2025
Interim Condensed Consolidated Statement of Comprehensive Income
6 months to 30 June 2025 6 months to 30 June 2024
Unaudited Unaudited
£'000s £'000s
Other operating income 45 -
Operating expenses (410) (535)
Operating loss (365) (535)
Interest expense (29) (26)
Interest income 3 -
Loss before taxation (391) (561)
Taxation 5 -
Loss for the period (386) (561)
Other comprehensive income
Loss for the period (386) (561)
Items that may be reclassified to profit or loss:
Exchange difference on currency translations (16) (12)
Total comprehensive loss for the period (402) (573)
Basic and diluted earnings per share (pence) 10 (0.11) (0.21)
The accompanying notes form part of these interim condensed consolidated
financial statements.
Interim Condensed Consolidated Statement of Financial Position
Company number: 05329401 30 June 31 December 2024
2025 Audited
Unaudited
Note £'000s £'000s
ASSETS
Non-current assets
Exploration asset 28 26
Goodwill 728 728
Property, plant and equipment 342 373
Right of use asset 22 29
Total non-current Assets 1,120 1,156
Current assets
Inventories 22 9
Other receivables 6 18 101
Restricted cash 12 12
Cash and cash equivalents 74 414
Total current assets 126 536
Total assets 1,246 1,692
LIABILITIES
Non-current liabilities
Lease liabilities (13) (19)
Other payables (503) (479)
Provisions (12) (12)
Deferred tax liability (3) (8)
Total non-current liabilities (531) (518)
Current liabilities
Trade and other payables 7 (393) (489)
Lease liabilities (10) (10)
Total current liabilities (403) (499)
Total liabilities (934) (1,017)
Net assets 312 675
EQUITY
Share capital 8 31 30
Share premium 8 4,728 4,690
Other reserves 52 344
Accumulated loss (4,313) (4,184)
Total equity attributable to equity owners of the parent 498 880
Non-controlling interest (186) (205)
Total equity 312 675
The accompanying notes form part of these interim condensed consolidated
financial statements.
These interim condensed consolidated financial statements were approved and
authorised for issue by the Board and were signed on its behalf by:
Louis Ching
Executive Chairman
25 September 2025
Interim Condensed Consolidated Statement of Changes in Equity
Share Share Other Accumu-lated loss Non-Controlling interest Total equity
capital premium reserves
£'000s £'000s £'000s £'000s £'000s £'000s
As at 1 January 2025 30 4,690 344 (4,184) (205) 675
Loss for the period - - - (331) (55) (386)
Other comprehensive income - - (90) - 74 (16)
Total comprehensive income (90) (331) 19 (402)
Equity issued 1 38 - - - 39
Warrants lapsed - - (202) 202 - -
As at 30 June 2025 31 4,728 52 (4,313) (186) 312
Share Share Other Accumu-lated loss Total equity
capital premium reserves
£'000s £'000s £'000s £'000s £'000s
As at 1 January 2024 (restated - Note 12) 25 3,938 291 (2,469) 1,785
Total comprehensive income - - (12) (561) (573)
Equity issued 3 345 - - 348
Warrants issued - (12) 12 - -
Share option expense - - 85 - 85
28 4,271 376 (3,030) 1,645
As at 30 June 2024
The accompanying notes form part of these interim condensed consolidated
financial statements.
Interim Condensed Consolidated Statement of Cash Flows
6 months to 30 June 2025 6 months to 30 June 2024
Unaudited Unaudited
£'000s £'000s
Cash flows from operating activities
Loss for the period before tax (391) (561)
Depreciation, amortisation and impairment 28 14
Net finance cost 26 26
Foreign currency loss 1 -
Share based payment - 85
Increase in inventories (12) (10)
Decrease in receivables 83 51
(Decrease)/increase in payables (60) 136
Net cash used in operating activities (325) (259)
Cash flows from investing activities
Interest received 3 -
Purchase of property, plant and equipment - (28)
Net cash from/(used in) investing activities 3 (28)
Cash flows from financing activities
Issue of shares for cash, net of costs - 348
Finance cost (5) (4)
Repayment of lease liability (5) (10)
Net cash (used in)/from financing activities (10) 334
Net (decrease)/increase in cash and cash equivalents (332) 47
Foreign exchange translation differences (8) (5)
Cash and cash equivalents at the beginning of the period 414 674
Cash and cash equivalents at the end of the period 74 716
The accompanying notes form part of these interim condensed consolidated
financial statements.
Notes to the Interim Condensed Consolidated Financial Statements
1. General information
Gem Resources Plc's ("GEMR" or the "Company", together with its subsidiaries
"the Group") interim condensed consolidated financial statements are presented
in British Pound Sterling (GBP) which is the presentation currency of the
Group and have been rounded to the nearest £'000.
Gem Resources Plc is the Group's ultimate parent company. It is a public
limited company incorporated in England and Wales. The address of its
registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V
6DN and its shares are listed on the Equity Shares (Transition) segment of the
Market of the London Stock Exchange.
2. Nature of operations
GEMR is a mineral exploration and an emerging emerald producer. The Group
leverages the extensive in-house skills of its Board and team to identify and
pursue unique, value-enhancing opportunities in minerals with a view to
proving-up early-stage exploration projects for ongoing monetisation and the
delivery of stakeholder returns.
The Group's operations relate to the exploration of the GEM asset in South
Africa, the Malaika licence areas in Zambia and the Curlew Emerald Mine in
Australia as well as the maintenance of the appropriate licenses over these
areas with phased production which commenced at GEM in April 2024.
3. Basis of preparation
These interim condensed consolidated financial statements are for the
six-month period ended 30 June 2025. They have been prepared in accordance
with IAS34 'Interim Financial Reporting'. The interim condensed consolidated
financial statements do not include all of the information required in annual
financial statements in accordance with IFRS, and should be read in
conjunction with the Annual Report and Consolidated Financial Statements for
the year ended 31 December 2024.
The financial information set out in these interim condensed consolidated
financial statements does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006. The Company's statutory financial
statements for the year ended 31 December 2024 have been filed with the
Registrar of Companies. The auditor's report on those financial statements
was unqualified but included a material uncertainty related to going concern.
In the opinion of the Directors the interim condensed consolidated financial
statements present fairly the Company's financial position, and results from
operations and cash flows for the period in conformity with the generally
accepted accounting principles consistently applied.
Critical accounting judgements and key sources of estimation uncertainty
There have been no changes to the critical accounting judgements made nor the
key sources of estimation to those disclosed in the 31 December 2024 financial
statements.
Going concern
The Group raises money for exploration and capital projects as and when
required. There can be no assurance that the Group's projects will be fully
developed in accordance with current plans or completed on time or to budget.
Future work on the development of these projects, the levels of production and
financial returns arising therefrom, may be adversely affected by factors
outside the control of the Group and Company.
The ability of the Group to meet its projected expenditure is dependent on
further equity injections and/or the raising of cash through debt instruments.
These conditions necessarily indicate that a material uncertainty exists that
may cast significant doubt over the Group's ability to continue as a going
concern and therefore its ability to realise its assets and discharge its
liabilities in the normal course of business. Whilst acknowledging this
material uncertainty, the Directors remain confident of raising finance and
therefore, the Directors consider it appropriate to prepare these interim
condensed consolidated financial statements on a going concern basis. These
interim condensed consolidated financial statements do not include the
adjustments that would result if the Group were unable to continue as a going
concern.
4. Significant accounting policies
The Group has applied the same accounting policies, presentation, methods of
computation, significant judgements and the key sources of estimation of
uncertainties in its interim condensed consolidated financial statements as in
its audited financial statements for the year ended 31 December 2024 which
were published on 30 April 2025, except for the following amendments which
apply for the first time in 2025. However, not all are expected to impact the
Group as they are either not relevant to the Group's activities or require
accounting which is consistent with the Group's current accounting policies.
The following new standards and amendments are effective for the period
beginning 1 January 2025:
· Lack of exchangeability (Amendments to IAS 21 The Effects of Changes
in Foreign Exchange Rates)
Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates)
On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS
21 The Effects of Changes in Foreign Exchange Rates (the Amendments).
These Amendments are applicable for annual reporting periods beginning on or
after 1 January 2025. The Amendments introduce requirements to assess when a
currency is exchangeable into another currency and when it is not. The
Amendments require an entity to estimate the spot exchange rate when it
concludes that a currency is not exchangeable into another currency. The
Amendments also introduce additional disclosure requirements when an entity
estimates a spot exchange rate because a currency is not exchangeable into
another currency.
IAS 21, prior to the Amendments, did not include explicit requirements for the
determination of the exchange rate when a currency is not exchangeable into
another currency, which led to diversity in practice.
When applying the Amendments, an entity is not permitted to restate
comparative information.
These Amendments have had no material effect on the interim condensed
consolidated financial statements.
5. Segment information
Operating segments
The Board of Directors consider that the Group has one operating segment,
being that of emerald mining and exploration. Accordingly, all revenues,
operating results, assets and liabilities are allocated to this activity.
Geographical segments
The Group operates in three principal geographical areas - South Africa,
Zambia and Australia.
The Group's non-current assets by location of assets are detailed below.
South Africa Zambia Australia Group
£'000s £'000s £'000s £'000s
30 June 2025
Total non-current assets 596 272 252 1,120
31 December 2024
Total non-current assets 623 270 263 1,156
6. Other receivables
30 June 31 December 2024
2025 Audited
Unaudited
£'000s £'000s
Prepayments 5 30
Sundry debtors - 15
VAT recoverable 13 56
18 101
7. Trade and other payables
30 June 31 December 2024
2025 Audited
Unaudited
£'000s £'000s
Trade payables 217 232
Other payables 2 17
Accruals 174 240
393 489
8. Share capital
30 June 31 December 2024
2025 Audited
Unaudited
£'000s £'000s
Allotted, called up and fully paid share capital 31 30
Movements in Equity
Number of shares in issue Number of shares in issue
30 June 31 December 2024
2025
Opening balance Ordinary Shares in issue of £0.0001 each 302,658,090 252,345,590
Issue of Ordinary Shares of £0.0001 each 5,999,998 50,312,500
Closing balance of Ordinary Shares in issue of £0.0001 each 308,658,088 302,658,090
The Company has one class of ordinary shares which carry no right to fixed
income.
Share capital 30 June 31 December 2024
2025 Audited
Unaudited
£'000s £'000s
Balance at the beginning of the period 30 25
Shares issued during the period 1 5
Balance at the end of the period 31 30
Share premium 30 June 31 December 2024
2025 Audited
Unaudited
£'000s £'000s
Balance at the beginning of the period 4,690 3,980
Shares issued during the period 38 710
Balance at the end of the period 4,728 4,690
Ordinary shares
All shares rank equally with regard to the Company's residual assets. The
holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the
Company.
Share Premium
Represents excess paid above nominal value of shares issued.
9. Related party transactions
Remuneration of key management personnel
Six months ended 30 June 2025 Salaries and fees Share based payments((1)) Total
£ £ £
Edward Nealon 22,500 - 22,500
Bernard Olivier 35,000 - 35,000
Peter Redmond 20,000 - 20,000
John Treacy 12,000 - 12,000
Sam Mulligan* (24,167) - (24,167)
65,333 - 65,333
* Resigned as director on 19 June 2025. His accrued and unpaid fees have been
reversed.
Six months ended 30 June 2024 Salaries and fees Share based payments((1)) Total
£ £ £
Edward Nealon 20,833 - 20,833
Bernard Olivier 28,333 34,160 62,493
Peter Redmond 14,667 17,080 31,747
John Treacy 12,000 - 12,000
Sam Mulligan 20,000 - 20,000
95,833 51,240 147,073
((1) In accordance with the requirements of IFRS 2 Share-based
payments, the estimated fair value for the share options granted was
calculated using a Black Scholes option pricing model. None of the share
options have been exercised.)
As announced on 28 February 2025, the Company agreed to issue 5,999,998 new
ordinary shares of £0.0001 each ("Ordinary Shares") at an issue price of 0.65
pence per Ordinary Share to the directors Bernard Olivier, Edward Nealon and
Peter Redmond in lieu of cash settlement of part of their accrued fees.
For a period of six months in 2025 and in order to preserve cash, all director
salaries were accrued. At 30 June 2025, an amount of £120,583 (31 December
2024: £103,250) is due to directors and included in trade and other payables.
10. Earnings per share
Earnings per share is calculated by dividing the loss for the period
attributable to ordinary equity shareholders of the parent by the weighted
number of ordinary shares outstanding during the period.
During the period the calculation was based on the loss for the six-month
period of £331,000 (H1 2024: £571,000) divided by the weighted number of
ordinary shares 307,606,034 (H1 2024: 268,178,923).
The diluted loss per share and the basic loss per share are recorded as the
same amount as conversion of share options and warrants decreases the basic
loss per share, thus being anti-dilutive.
11. Fair value
The Group considers that the carrying amount of the following financial assets
and financial liabilities are a reasonable approximation of their fair value:
• Other receivables
• Restricted cash
• Cash at cash equivalents
• Other payables
• Trade and other payables.
12. Prior period adjustments
As disclosed in the Annual Report and Consolidated Financial Statements for
the year ended 31 December 2024, the Group and the Company has provided a
restated Balance Sheet as at 31 December 2023 and 1 January 2023 in
accordance with IAS 8.
(i) Restatement of prior year balances
The Group holds 74% in Venus Emeralds Proprietary Limited and Adit Mining
Consultants and Trading Proprietary Limited via Gem - Venus Holdings
Proprietary Limited. The prior year statement of comprehensive income did
not reflect the 26% portion of the profit or loss attributable to
non-controlling interests and has therefore been restated. The non-controlling
interest debit adjustment of £69,000 reflects the 26% share of losses
attributable to South African subsidiaries, in compliance with IFRS 10. This
adjustment aligns with the proportional allocation of equity ownership within
the Group.
The earnings per share have been restated as the adjustment affects the profit
or loss attributable to owners of the parent used as the numerator.
During a review of the share premium balance it was discovered that £15,000
paid by Ed Nealon in September 2023 and £15,000 due by Peter Redmond was not
recorded as part of the capital raise as was announced on 1 September 2023. In
addition, share issue cost was overcharged by £12,000 for which a refund was
received in 2024. The overcharge was not recorded as a debtor in 2023. It
was also discovered that fees amounting to £38,000 paid on behalf of a
subsidiary was incorrectly charged to profit and loss and should have been
allocated against the intercompany loan account.
Impact on adjustment on the consolidated statement of changes in equity
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Increase in share premium 3,938 42 3,980
Decrease in non-controlling interest - (69) (69)
Increase in retained earnings (2,469) 107 (2,362)
Impact on Profit and Loss (1,170) 38 (1,132)
Effect on total equity - 80 -
Impact on adjustment on the company statement of changes in equity
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Increase in share premium 3,938 42 3,980
Increase in retained earnings (2,231) 38 (2,193)
Impact on Profit and Loss (906) 38 (868)
Effect on total equity - 80 -
(ii) Restatement of prior year statement of cash flows
The Group and Company have restated certain prior year comparatives to
correctly present amounts in the Group and Company financial statements for
the year ended 31 December 2023.
The prior year cash flow incorrectly included non-cash movements related to
the acquisition of Gem - Venus Holdings Proprietary Limited.
Accordingly, the prior year statement of cash flows has been restated to
correct these errors.
Impact on adjustment on the consolidated statement of cash flows
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Cash flows from operating activities
Contingent consideration 436 (436) -
(Increase)/decrease in receivables 10 177 187
Increase/(decrease) in payables 50 (418) (368)
Cash flows from investment activities
Purchase of subsidiary, property plant and equipment (559) 559 -
Purchase of property plant and equipment - (7) (7)
Acquisition of subsidiary, net of cash acquired - 9 9
Cash flow from financing activities
Issue of shares for cash, net of costs 1,402 (72) 1,330
Impact on adjustment on the company statement of cash flows
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Cash flows from operating activities
Contingent consideration 436 (436) -
(Increase)/decrease in receivables (453) 377 (76)
Cash flows from investment activities
Purchase of subsidiary, property plant and equipment (536) 536 -
Loans provided to subsidiaries - (443) (443)
Cash flow from financing activities
Issue of shares for cash, net of costs 1,402 (72) 1,330
(iii) Restatement of prior year goodwill
The Group and Company have restated certain prior year comparatives to
correctly reflect the loan provided to Venus Emeralds Proprietary Limited in
2022. Venus Emeralds Proprietary Limited was acquired in 2023 as part of the
Gem - Venus Holdings Proprietary Limited group acquisition and the loan
balance of £264,000 that was impaired by GEMR in 2022, but was not included
in the net asset acquired calculation in 2023.
Impact on adjustment on the consolidated statement of financial position
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Decrease in goodwill 1,550 (264) 1,286
Decrease in other payables (345) 264 (81)
Impact on adjustment on the company statement of financial position
30 Dec 2023 31 Dec 2023
(as previously stated) Prior year adjustment (as re-stated)
£'000 £'000 £'000
Investment in subsidiary 1,536 (264) 1,272
Increase in other receivables 582 264 846
13. Events after the reporting date
As announced on 4 September 2025, the Company appointed Mr Louis Ching as
Executive Chairman, and Mr Hin Shek "Hans" Wong as a non-executive director,
as a nominee of Mr Louis Ching to the Board. Mr Edward Nealon will remain on
the Board as a non-executive director.
Further to the above, the Company has raised £2.117m (the "Fundraise") before
expenses comprising a subscription of £617,320 from Mr Louis Ching (the
"Subscription") and the issuance of unsecured convertible loan notes in the
principal amount of £1.5 million ("Convertible Loan Notes").
Transaction Summary
• Subscription: Mr Louis Ching has subscribed for 308,658,088 new
ordinary shares of nominal value £0.0001 each ("Ordinary Shares") in the
capital of the Company at a subscription price of £0.002 per share (0.20
pence) (the "Subscription Price"), raising gross proceeds of approximately
£617,320. Mr Ching has also been transferred one Ordinary Share by a
shareholder of the Company. This results in Mr Ching holding over 50% of the
enlarged issued share capital of the Company.
• Convertible Loan Notes: In parallel, the Company has issued Mr
Louis Ching Convertible Loan Notes in the principal amount of £1.5 million,
convertible at a 50% premium to the Subscription Price (equivalent to £0.003
per share (0.30 pence) (the "Conversion Price")). The Convertible Loan Notes
carry a 5% annual interest and may be converted at any time up until 3
September 2028, subject to the Company obtaining authority from the holders of
Ordinary Shares ("Shareholders") to issue the new Ordinary Shares on
conversion of the Convertible Loan Notes ("Conversion Shares").
• Conversion of unpaid fees: In conjunction with the above, the
Company and its directors (the "Board") have agreed that all outstanding and
accrued and unpaid board and management fees, totalling approximately
£230,000 gross, will be converted into Ordinary Shares at the Conversion
Price, once the Company has secured sufficient Shareholder authority to
increase its headroom for share issuance.
Other than the above, there have been no significant events between the end of
the period and the publication of these accounts.
- Ends -
For further information please contact:
Gem Resources plc +44 (0)746 368 6497
Chief Executive Officer
Bernard Olivier
Director
Peter Redmond
Chief Operating Officer
Jeremy Sturgess-Smith
info@gemresources.co.uk (mailto:info@gemresources.co.uk)
Peterhouse Capital Limited +44 (0)20 7469 0930
Joint Corporate Broker
Lucy Williams
Duncan Vasey
Capital Plus Partners
Joint Corporate Broker
Keith Swann +44 (0)203 821 6169
Jon +44 (0)203 821 6168
Critchley
CMC Markets
Joint Corporate Broker +44 (0)20 3003 8632
Douglas Crippen
(https://uraholdingsplc.co.uk/announcements-publications.php)
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