REG - Golden Rock Global - Half-year Report
03/09/2025 07:00
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RNS Number : 7998X Golden Rock Global PLC 03 September 2025
3 September 2025
Golden Rock Global PLC
(the "Company")
Unaudited 2025 Interim Financial Statements
The Company is pleased to announce its results for the six months ended 30
June 2025.
Enquiries
Golden Rock Global plc Email:John@croftinternationalpartners.com
John Croft Tel: +9715 2806 8918
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 121560)
Unaudited Condensed Consolidated Results
for the six months ended 30 June 2025
STATEMENT ON BEHALF OF THE BOARD
I am pleased to announce the unaudited results for the six months ended 30
June 2025.
During the period the Company secured a Convertible Loan Note ("CLN") facility
of up to £300k from NE10 Vodka Limited which has been increased to £500k
since the period end. At 30 June 2025 and at the date of this report, the
Company has drawn-down £180k of the CLN facility to meet its working capital
requirements. At 30 June 2025 the Company had cash at bank of £85k.
On 21 August 2025 the Company's shares resumed trading on the London Stock
Exchange. The Company continues to be listed as a Cash Shell on the Main
Market and the Directors are actively seeking a suitable acquisition target.
As announced to the Market earlier this year, Mr. Ross Andrews stood down as
Chairman and Mr. Wei Chen, Executive Director and Founder, both left the Board
during the period and in which Mr. Paul Carroll joined the Board as a
Non-executive Director and subsequently Chairman. Mr. Carroll is an
experienced C-Suite professional with 30+ years of operational, financial and
corporate governance experience. Mr. Carroll is also a Director of NE10 Vodka
Limited, which is currently providing finance to the Company via the CLN
facility.
The Board appreciates that the Company has been suspended for an
unexpectedly long period, owing to two potential transactions not having
completed, but would like to assure Shareholders that it is working diligently
to source a suitable acquisition target. Lifting the Company's suspension is
the first step in this process and further announcements on progress in this
regard will be made in due course.
John Croft
Non-executive Director
03 September 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSE
Six months ended Six months ended Year
30 June 2025 30 June 2024 ended
Note £ £ 31/12/2024
£
Unaudited Unaudited
Administrative expenses
- Professional fees (95,708) (29,643 (97,902)
- Directorship fees (16,250) (14,400) (26,900)
- Other expenses (108) (66) (3,617)
- Share based payments
(112,066) (44,109) (127,919)
Operating loss
Finance costs (1,712) (2,633) (3,897)
Fair value through profit or loss (174,935) - -
Loss before income tax (288,713) (46,742) (131,816)
Taxation 5 - - -
Loss and Total comprehensive income for the year (288,713) (46,742) (131,816)
Loss per share
Loss from continuing operations - basic and diluted 7 (1.26) (0.20) (0.57)
(pence per share)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 30 June 2025 30 June 2024 31/12/2024
£ £ £
Unaudited Unaudited
Assets
Current assets
Other Receivables 5,500 5,325 6,416
Cash and cash equivalents 85,500 1,918 1,867
Total current assets 91,005 7,243 8,283
Total assets 91,005 7,243 8,283
Equity and liabilities
Capital and reserves
Ordinary shares 8 229,750 229,750 229,750
Share premium 1,658,038 1,658,038 1,658,038
Prepaid equity 9 107,457 78,180 78,180
Share based payments 45,075 45,075 45,075
Accumulated losses (2,509,330) (2,135,543) (2,220,617)
Total equity (469,010) (124,500) (209,574)
Liabilities
Current liabilities
Trade creditors 64,811 36,095 87,277
Accruals 139,320 86,335 126,003
Financial liability 9 355,884 9,313 4,577
Total current liabilities 560,015 131,743 217,857
Total equity and liabilities 91,005 7,243 8,283
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share premium Share based Prepaid Accumulated Total equity
capital payments equity losses
£ £ £ £ £ £
Balance at 1 January 2024 229,750 1,605,788 45,075 85,776 (2,088,801) (70,162)
Loss and Total comprehensive income for the period - - - - (46,742) (46,742)
Decrease in capital - - - (7,596) - (7,596)
Balance at 30 June 2024 and 1 July 2024 229,750 1,658,038 45,075 78,180 (2,135,543) (124,500)
Loss and Total comprehensive - - - - (85,074) (85,074)
income for the period
Balance at 31 December 2024 and 1 January 2025 229,750 1,658,038 45,075 78,180 (2,220,617) (209,574)
Loss and Total comprehensive - - - - (288,713) (288,713)
income for the period
Increase in capital - - - 29,277 - 29,277
Balance at 30 June 2025 229,750 1,658,038 45,075 107,457 (2,509,330) (469,010)
The following describes the nature and purpose of each reserve within owners'
equity:
Share capital Amount subscribed for share capital at par value
Share premium Amount subscribed for share capital in excess of par value
Share based payment reserve The share-based payment reserve represents relating to share-based payment
transactions granted as warrants
Prepaid equity Fair value of convertible loan notes that will convert into equity in future
accounting periods
Accumulated losses Represents the cumulative net gains and losses recognised in the statement of
comprehensive income
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended 30 June 2025 Six months ended 30 June 2024 Year ended
£ £ 31 Dec 2024
£
Unaudited Unaudited
Cash flows from operating activities
Loss before tax (288,713) (46,742) (131,816)
Adjustment for non-cash movement:
Effective interest cost 1,712 2,633 3,897
Fair value charges through profit or loss 174,935 - -
Adjusted loss (112,066) (44,109) (127,919)
Decrease in receivables 916 (5,325) (6,416)
Increase in payables 13,788 41,555 126,045
Net cash used in operating activities (97,362) (7,879) (7,930)
Cash flows from financing activities
Net proceeds from issue of ordinary shares - - -
Convertible loan note advances 180,000
Prepayment of equity 1,000 - -
Cash flows from financing activities 181,000 - -
Net increase /(decrease) in cash and cash equivalents 83,638 (7,879) (7,930)
Cash and cash equivalents at beginning of the year 1,867 9,797 9,797
Cash and cash equivalents at end of the year 85,505 1,918 1,867
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company
limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as
amended, with the name Golden Rock Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St Helier, JE4
8UT, Jersey.
The Company wholly owns Golden Rock Services Limited ("GRS") incorporated in
England & Wales as a private company limited by shares on 20 November 2020
under the UK Companies Act 2006, as amended, and registered number 13036001
("Group").
2. BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and are presented in GB Pounds.
3. PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on
the historical cost convention, as modified by the revaluation of certain
financial assets and financial liabilities at fair value through the income
statement.
The accounting policies and methods of computation used in the condensed
consolidated financial information for the six months ended 30 June 2025 are
the same as those followed in the preparation of the Group's annual financial
statements for the year ended 31 December 2024 and are those the Group expects
to apply into financial statements for the year ending 31 December 2025. There
was no impact on the Company's accounting policies as a result of any new or
amended standards which became applicable for the current accounting period.
The seasonality or cyclicality of the Group does not impact the interim
financial information.
4. SEGMENT INFORMATION
The operating segment has been determined and reviewed by the senior management and Board members to be used to make strategic decisions. The senior management and Board members consider there to be a single business segment, being that of investing activity. The reportable operating segment derives its revenue primarily from structured equity and debt investment in several companies and unquoted investments.
5. TAXATION
The Company is incorporated in Jersey, and its activities are subject to
taxation at a rate of 0%. GRS is domicile in the United Kingdom but has no
income and bears no expense (which are borne by the Company).
6. DIVIDEND
The Board does not recommend the payment of an interim dividend in respect of
the six months ended 30 June 2025 (30 June 2024: Nil).
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
7. LOSS PER SHARE
The Company presents basic and diluted earnings per share information for its
ordinary shares. Basic earnings per share are calculated by dividing the
profit attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares in issue during the reporting period.
Diluted earnings per share are determined by adjusting the profit attributable
to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares.
Six months ended Six months ended Year
30 June 2025 30 June 2024 ended
31 December 2024
Unaudited Unaudited
Loss attributable to ordinary shareholders 288,713 46,742 131,816
Weighted average number of shares 22,975,000 22,975,000 22,975,000
Earnings per share (1.26) (0.20) (0.57)
(expressed as pence per share)
8. SHARE CAPITAL
Number of Nominal value
shares £
Authorised
Ordinary shares of GBP 0.01 each 48,000,000 480,000
Issued and fully paid
At 1 January 2024 22,975,000 229,750
At 30 June 2024, 31 December 2024 and 30 June 2025 22,975,000 229,750
The issued shares have a nominal value of each share of £0.01 and are fully
paid. There are no restrictions on the distribution of dividends and the
repayment of capital.
On 15 July 2025 the Company issued 4,550,000 shares at a price of £0.00021978
raising £1,000 ("New Shares"). The New Shares were issued fully paid and the
discount will be charged at fair value through profit or loss.
9. CONVERTIBLE LOAN NOTES
On 5 December 2022 the Company and its director Mr. Wei Chen entered into a Convertible Loan Note ("CLN") for £100,000 000 at a fixed conversion price of £0.03125 per share, with a coupon on 12% per annum. On 12 June 2025, as consideration in an agreement for Subscription Shares, Mr. Chen wrote off his loan to the Company of £100,000, waived his right to payment of interest accrued thereon, and agreed to the cancellation of his CLN from the Company. The CLN was extinguished on 12 June 2025 and fair value of £106,457 was credited to prepaid equity. The Subscription Agreement is not a compound instrument and has no derivative component.
New convertible loan note
On 30 May 2025, the Company created a £300,000 convertible loan note ("Note") facility, subsequently increased on 4 June 2025 to £500,000, carrying an 8% annual rate of interest and maturing on the third anniversary of the date of the instrument. The notes may be converted into the ordinary shares of the Company at any time prior to the maturity date and may be converted at the election of the Note holder, by reference to a volume weighted average market price of the Company's shares over the relevant period or by reference to the overall capitalization of the Company being £500,000. In the event the holder of the Note has not converted the Note at the maturity date, the Company shall be liable to repay the principal and accrued interest in cash to the Note holder. Restrictions on conversion of the CLNs are set out in Note 11.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
9. CONVERTIBLE LOAN NOTES (CONTINUED)
New convertible loan note (continued)
On 4 June 2025, the Company issued a Certificate for £80,000 to NE10 Vodka Limited ("NE10") and on 23 June 2025 the Company issued a further Certificate for £100,000 to NE10, raising and receiving a total of £180,000 by 30 June 2025. The following accounting treatment is unaudited.
The Company has assessed the Convertible loan note instrument and deemed it to be a hybrid instrument in accordance with IFRS9 and has determined that the instrument has the attributes of a financial liability with a derivative conversion feature. Fair value adjustment has been made to recognise a comparable market interest rate for a similar loan without the benefit of the convertible feature. The Company used the Black Scholes valuation method which was undertaken for a variety of scenarios, being conversion at different market prices and rates of price change, and in different timeframes over the period of convertibility of the loan, with a fair value determined for each and being assigned a risk weighting based on management's assessment of the probability of each scenario being the likely outcome, with the risk weighted average fair value being taken as the best estimate for fair value of the embedded derivative:
On initial recognition and as at 30 June 2025
Estimated life to date of exercise (range) 12-36 months
Conversion price (derived from formula) £0.009515
Market price or ordinary share £0.030500
Annual risk free rate((1)) 4.26%
Share price change velocity (standard deviation)((2)) 24.61%
Dividend yield Nil
(1) Source data: average market yield of UK Government 1-Year Bonds
(2) Source: London Stock Exchange daily trading data of GCG.L for the 12
months prior to date of suspension of trading 27 August 2024
The Company has concluded that the output values are relatively insensitive
the magnitude of variation in the assumptions used and would expect the
statistical degree of error in the values stated to be within the range of +/-
20%. The analysis of the fair value on initial recognition and at 30 June 2025
is set out in the following table:
Certificate No. Issue date Maturity date Loan note value Derivative Host liability Total liabilities
£'000 liability value value value
£'000 £'000 £'000
1 04/06/2025 04/06/2028 80 102 58 160
2 18/06/2025 18/06/2028 100 124 72 196
180 226 130 356
The Company charged for the six months ended 30 June 2025 Effective Interest
Cost of £1,712 and Fair Value Through Profit or Loss of £174,935.
10. WARRANTS
On 4 June 2025 the Company has executed a warrant instrument constituting
22,750,000 warrants exercisable on a one for one basis into ordinary shares in
the capital of the Company at an exercise price of £0.00021978 per ordinary
share and an exercise period of 3 years commencing on (and including) the date
of grant ("Warrants"). The Warrants are capable of being exercised at any
time following their issue, subject to the restrictions described below. All
of the Warrants were issued to the subscriber of the New Shares. Restrictions
on exercise of the Warrants are set out in Note 11.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
10. WARRANTS (CONTINUED)
Number of Warrants Number of Warrants Exercisable
At 1 January 2024, 30 June 2024, 31 December 2024 and 1 January 2025 5,400,000 5,400,000
Warrants issued in the six months to 30 June 2025 22,750,000 -
At 30 June 2025 28,150,000 5,400,000
The fair value of the Warrants will be charged through profit or loss in the
period when the conditions for exercise are met (see Note 11).
On 22 July 2025, the Company executed a further warrant instrument
constituting 3,340,000 warrants exercisable on a one for one basis into
ordinary shares in the capital of the Company at an exercise price of £0.003
per ordinary share and an exercise period of 5 years commencing on (and
including) the date of grant to be issued in the amount of 1,670,000 Warrants
each to Mr. John Croft and Mr. Paul Carroll, Directors of the Company. These
Warrants are capable of being exercised at any time following their issue,
subject to certain restrictions including, inter alia, they cannot be
exercised unless the Directors have been granted necessary share authorities
to allow the resulting issuance of shares.
11. RESTRICTIONS ON EXERCISE OF WARRANTS AND CONVERSION OF LOAN NOTES ("CLNs")
The Warrants are not capable of being exercised and the CLNs are not capable
of being converted in each case (i) unless the Directors have been granted
necessary share authorities to allow the resulting issuance of shares; (ii) if
the resulting issuance of shares to the subscriber to the New Shares and/or
NE10, when taken together with their respective existing shareholdings in the
Company (if any, in the case of NE10) at the date of such exercise or
conversion, would require either of them to make a mandatory cash offer for
the shares in the Company not already owned by them pursuant to rule 9 of the
Takeover Code; or (iii) if a prospectus would be required to be published by
the Company in order for the resulting shares to be admitted to the Equity
Shares (Shell Companies) Category of the Official List of the FCA and to
trading on the main market for listed securities of the LSE.
12. RELATED PARTY TRANSACTIONS
During the six months to 30 June 2025, the Group entered into the following
transactions with related parties and connected parties:
NE10 Vodka Limited
On 30 May 2025 the Company entered into a £300,000 convertible loan note
facility with NE10 Vodka Limited (Note 9). On 4 June 2025 the facility was
increased to £500,000 and on that date the Company drew down a first loan of
£80,000. On 18 June 2025 the Company drew down a second loan of £100,000.
Mr. Paul Carroll
On 4 June 2025 the Company executed a Non-executive Director appointment
letter with Mr. Paul Carroll for an initial term of three years at an annual
fee of £30,000 with provision for termination by either party at three
months' notice. Mr. Carroll is a director and 4.6% shareholder of NE10 Vodka
Limited. In the six months to 30 June 2025 the Group paid Director's Fees to
Mr. Carroll amounting to £2,500.
On 22 July 2025 the Company announced that it intends to issue to Mr. Carroll
1,670,000 warrants exercisable at £0.03 over five years subject to certain
restrictions (Note 11).
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
12. RELATED PARTY TRANSACTIONS (CONTINUED)
Mr. Leon Hogan
On 4 June 2025 the Company entered into a Subscription Agreement with Mr. Leon
Hogan to subscribe for 4,550,000 ordinary shares of £0.01 each for total
consideration of £1,000. On the same date the Company issued a Warrant
Certificate to Mr. Hogan for 22,750,000 warrants exercisable at £0.00021978
subject to certain restrictions (Note 11). On 15 July 2025 the 4,550,000
ordinary shares were issued as fully paid.
Mr. Hogan is a former director, and currently 40.9% shareholder, of NE10 Vodka
Limited.
13. EVENTS AFTER THE REPORTING PERIOD
On 15 July 2025 the Company issued 4,550,000 shares at a price of £0.00021978
raising £1,000 ("New Shares"). The New Shares were issued fully paid and the
discount will be charged at fair value through profit or loss.
On 22 July 2025 the Company published its audited financial statements for the
two years ended 31 December 2023 and 2024.
On 22 July 2025 the Company announced an increase to £500,000 in the NE10
Vodka Limited convertible loan note facility.
On 22 July 2025 the Company executed Warrant Certificates to the Directors
(Notes 10 and 11).
On 19 August 2025 the Company announced that its Annual General Meeting will
be held on or around 10 October 2025.
On 21 August 2025 the Company announced that the suspension of its shares had
been lifted and restored to trading on the Main Market of the London Stock
Exchange.
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