REG - Kefi Gold and Copper - Interim Results
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RNS Number : 3817B Kefi Gold and Copper PLC 30 September 2025
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
30 September 2025
KEFI Gold and Copper plc
("KEFI", or the "Company", or the "Group")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
KEFI Gold and Copper plc (AIM: KEFI), the gold exploration and development
company with projects in the Democratic Republic of Ethiopia and the Kingdom
of Saudi Arabia, is pleased to announce its unaudited interim results for the
six months ended 30 June 2025.
Highlights
· Significant progress made in the period with the Company's Tulu Kapi
Gold Project and KEFI is on schedule to begin the full development programme
in October 2025.
· The final Tulu Kapi budget of US$340 million and its finance plan
remain as recently announced, with project debt of US$240 million and equity
risk capital planned to be issued almost entirely by KEFI subsidiaries for
US$100 million.
· The Boards of both co-lending banks and of the Group companies have
approved and are expected to sign the formal commitment of the project loan
facilities within the coming week.
· The construction contracts have been finalised for signing upon
drawdown of equity.
· KEFI will now focus on providing details to, and entering into formal
arrangements with, the equity risk capital investors. Non-binding proposals
received for the equity risk capital currently exceed the US$100 million
required.
· The detailed financing documentation contains standard conditions
such as change of control and conditions precedent for a transaction of this
nature, including Government confirmations and approvals, and signing will
continue in the appropriate sequence leading up to issuing the notice to
proceed to principal contractor Lycopodium.
· In the meantime, works will continue to escalate at site, in
particular with the community resettlement, funded by working capital
facilities pending the project finance drawdowns of equity and then debt.
· Saudi projects continue to progress with:
o Substantial increases and upgrading of the Mineral Resource Estimates for
both the Hawiah deposit and the nearby Al Godeyer deposit.
o Material upgrade to Jibal Qutman Gold Project Mineral Resources.
o GMCO/ARTAR-Hancock winning tender for Al Hajar North Exploration Licence,
with licence areas increased from 1,300 km(2) to >2,200 km(2) for GMCO-led
exploration programmes.
The interim results for the Group cover the activities of KEFI Minerals
(Ethiopia) Ltd ("KME"), Tulu Kapi Gold Mines Share Company ("TKGM") in
Ethiopia, and Gold & Minerals Ltd ("GMCO") in Saudi Arabia.
The Tulu Kapi Gold Project ("Tulu Kapi") is currently 95% beneficially owned
by KEFI through KEFI's wholly-owned UK subsidiary KME. The Hawiah Copper-Gold
Project ("Hawiah"), the Jibal Qutman Gold Project ("Jibal Qutman") and other
Saudi projects are held by GMCO in which KEFI currently has a 15% interest.
Both TKGM and GMCO are being developed by KEFI and its partners as separate
operating companies so that each can build a local organisation capable of
developing and managing long-term production and exploration activities, as
well as exploit future development opportunities.
Tulu Kapi
Significant progress was made in the period and KEFI is on schedule to begin
the full development program of Tulu Kapi in October 2025. We have approved
and expect to sign shortly the formal commitment of the project loan
facilities. And the construction contracts have been finalised for signing
upon drawdown of equity which can now be finalised amongst the assembled local
and regional investors.
Project financing status
As previously announced, the Tulu Kapi project has an updated capital budget
of US$340 million, a small increase from the previous 2023 estimate of US$320
million. This capital is being raised through a US$240 million debt facility
and equity-risk capital issues of US$100 million, which are proposed almost
entirely at the subsidiary level.
· Debt facility: The expanded facility of US$240 million, which has
been formally offered by the co-lenders and accepted by KEFI and its local
subsidiaries, is expected to be signed within the coming week. Detailed
facility and account opening documentation will then be executed as we
complete arrangements with the proposed investors of equity-risk capital.
· Equity-risk capital: The US$100 million is being assembled
primarily at the subsidiary company level. A significant portion has already
been secured, with US$20 million from the Government of Ethiopia, US$10
million already invested by KEFI and c.US$10 million of KEFI share
participation post-closing in respect of closing fees and costs. The remaining
US$60 million is currently being finalised and KEFI has received conditional
proposals that exceed this amount. This will be raised through a combination
of non-convertible preference shares for Ethiopian investors ("KEFI Ethio
Prefs") issued by one of KEFI's Ethiopian subsidiaries, an equity risk note
structured as a "Gold Prepayment" or "Stream" from a mining specialist fund,
and the issue of ordinary shares in either of the Ethiopian subsidiaries,
priced on the basis of a TKGM valuation reflecting its status as a funded
project. The breakdown and details of the finalised equity-risk capital
instruments will be published by KEFI upon commitment and the signing of
definitive documentation.
Project economics
The life-of-mine projected operating metrics remain consistent with recent
guidance, including all-in sustaining costs (AISC) of c.US$1,100/oz and first
full year production of 160koz from the open pit. Annual production is planned
to then increase with the introduction of initial underground production. Year
1 net operating cash flow is projected at c.US$200 million at a US$2,500/oz
gold price and c.US$300 million at a US$3,500/oz gold price, from the open pit
with processing at nameplate capacity.
Preparations and future plans
Site preparations are progressing on schedule, with a focus on both
infrastructure and community relations.
· Infrastructure: A new all-weather road is nearing completion, and
another access road for heavy loads is scheduled to begin construction within
the next two months. Procurement for the electricity connection is complete,
with construction mobilisation having started.
· Community and social: The local government, with support from
TKGM, is already implementing the "Resettlement Action Plan", including the
community compensation programme. The phased approach eases the process for
the community and ensures compliance with international standards.
· Mining operations: The main mining fleet will be procured in
early 2026 and initial open-pit mining is targeted to begin in mid-2027. While
the project will initially focus on the open pit gold reserve, future plans
include underground development to extend the mine's life and expand
production to a targeted 200,000 ounces per year.
The project has been designed taking into account both local and international
ESG (environmental, social, and governance) standards and alignment with local
stakeholders, including the community, government, and private sectors. The
project is seen as a showcase for international project finance in Ethiopia,
contributing to the country's growing gold sector.
GMCO
In Saudi Arabia, the Company's GMCO joint venture continued to make good
progress during the period. In the Wadi Bidah Mineral Belt ("WBMB"), following
the start of drilling in 2019 three VMS discoveries have subsequently been
announced - Hawiah plus its discoveries at Al Godeyer and Abu Salal.
On 15 February 2025, KEFI announced substantial increases and upgrading of the
Mineral Resource Estimates for both the Hawiah deposit and the nearby Al
Godeyer deposit. The Hawiah Mineral Resource Estimate increased by 25% or 7.3
million tonnes ("Mt") to 36.2 Mt at 0.82% copper, 0.85% zinc, 0.64g/t gold and
10.0g/t silver.
In addition, the granting to GMCO of the Umm Hijlan Exploration Licence ("EL")
in the period has almost doubled the targeted strike length of the Hawiah
mineralised system. Drilling is currently taking place.
Over the coming year, Hawiah development studies will be progressed in
conjunction with drilling programmes to upgrade and expand GMCO's copper-gold
zinc-silver Mineral Resources in this major VMS district. In addition, the new
joint venture between GMCO/ARTAR and Hancock Prospecting will focus on the
recently granted 910km(2) EL over the adjacent Wadi Shwas Mineral Belt
parallel to and geologically analogous with the WBMB.
Separately, GMCO's Jibal Qutman Gold Project saw a material upgrade in its
Mineral Resources in the period with an increased Mineral Resource Estimate of
37.0Mt at 0.76g/t gold, containing 902,000 ounces of gold, 30.5Mt at 0.76g/t
of gold (including 748,000 ounces in the Indicated category). Initial
development is expected to be approved at Jibal Qutman during 2025 focusing on
open pit mining the oxide ore and Carbon-In-Leach ("CIL") processing. In
addition, systematic exploration is ongoing across the expanded Jibal Qutman
tenure to identify further resource potential and confirm structural controls
on recently identified higher-grade gold mineralisation. Drilling to date has
focused only on an 8km long section of the original Jibal Qutman EL. The full
35km mineralised strike length remains to be tested.
Board and Management Team
KEFI Leadership
· Board of Directors: KEFI's board is led by Executive Chairman
Harry Anagnostaras-Adams and Finance Director John Leach, both of whom have
extensive experience in launching, restructuring and operating natural
resource-based companies. The board also includes three independent
non-executive directors with deep industry and Ethiopian knowledge: Richard
Robinson (mining operations), Alastair Clark (environmental and
sustainability), and Addis Alemayehou (Ethiopian business and investment).
· Executive Committee: This committee, which includes Mr
Anagnostaras-Adams and Mr Leach, is responsible for operational policy,
organisational development and oversight of day-to-day operations and features
specialists in key areas: Chief Operating Officer Eddy Solbrandt (systems and
organisational optimisation), Rob Williams and Simon Cleghorn (technical due
diligence), Norman Green (construction), and Geoff Davidson (mining
engineering).
Tulu Kapi project-level governance
The governance and leadership structure for Tulu Kapi is composed of a diverse
team drawn from KEFI and its project-level subsidiaries, with significant
participation from Ethiopian stakeholders.
· KME Ethiopia Holdings: This entity, which has recently been
incorporated to own the Group's shareholding in TKGM, will in due course seek
listing on the Ethiopian Stock Exchange (ESX), will have a board where KEFI
holds the majority, but which also includes non-executive directors nominated
by local investors.
· TKGM: The board of this main operating company is also
majority-appointed by KEFI, including its Executive Chair, COO, and an
operations-focused non-executive director. Crucially, the Ethiopian government
appoints non-executive directors representing its Federal Sovereign Fund,
Ministry of Finance, and the Oromia Sovereign Fund, ensuring direct government
oversight.
Tulu Kapi operational and advisory team
The on-the-ground TKGM operational team is led by Managing Director Simon
Cleghorn and features a mix of international and local expertise, with key
roles including Head of Finance Theron Brand and Head of Government Relations
Abera Mamo. The project also relies on a wide array of specialist advisers for
various technical, financial, and social aspects, including Snowdens (mineral
resources), Lycopodium (processing), and Constellis (security).
GMCO
KEFI and its majority partner ARTAR (Al Rashid & Sons LLC) have, over the
past 17 years, developed a stand-alone management structure for GMCO in which
both shareholders are represented at the Board level (via the Executive
Chairmen of each).
Both shareholders also provide additional support in respective areas of
expertise.
Financial Review
As at 30 June 2025 the Company had not drawn any working capital facilities
other than small overdraft facilities in Ethiopia. Net assets increased to
£41 million as at 30 June 2025 (30 June 2024: £32,6 million) which reflects
the Group's conservative accounting policy of writing off all exploration. For
instance, GMCO is carried at nil book value and TKGM at book value of £40.5
million.
The Company's comprehensive loss for the period reduced to £3.8 million (H1
2024: loss of £6.1 million). This primarily reflected a reduction in the
Group's administration expenses from £3.3 million in H1 2024 to £2.4
million, a reduction in finance costs from £1.5 million in H1 2024 to £0.7
million and differences in the amounts accounted for in relation to jointly
controlled entities.
Shareholder Meeting
The Company expects to convene a general meeting of shareholders in November
2025 to approve certain elements of the Tulu Kapi project finance package
requiring shareholder approval, such as the debt package requiring approval
under KEFI's Articles of Association. Further details will be announced in
due course.
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman) +357 2225 6161
John Leach (Finance Director)
SP Angel Corporate Finance LLP (Nominated Adviser) +44 (0) 20 3470 0470
Jeff Keating, Adam Cowl
Tavira Securities Limited (Lead Broker) +44 (0) 20 7100 5100
Oliver Stansfield, Jonathan Evans
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630
Tim Metcalfe, Florence Staton
3PPB LLC International (Non-UK IR)
Patrick Chidley +1 (917) 991 7701
Paul Durham +1 (203) 940 2538
Further information can be viewed at https://www.kefi-goldandcopper.com
Condensed interim consolidated statements of comprehensive income
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Six months ended 30 June 2025 Six months ended 30 June 2024
Unaudited Unaudited
Notes
Revenue - -
Exploration expenses - -
Administration expenses (2,448) (3,283)
Share-based payments - -
Share of loss from jointly controlled entity 11 (450) (2,239)
(Impairment)/Reversal in jointly controlled entity 11 (210) 64
Gain from dilution of equity interest in joint venture 11 - 833
Operating loss (3,108) (4,625)
Foreign exchange gain/(loss) 45 (4)
Finance costs (736) (1,470)
Loss before tax (3,799) (6,099)
Tax - -
Loss for the period (3,799) (6,099)
Loss for the period (3,799) (6,099)
Other comprehensive loss:
Exchange differences on translating foreign operations - -
Total comprehensive loss for the period (3,799) (6,099)
Basic loss per share (pence) 4 (0.05) (0.10)
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
Condensed interim consolidated statements of financial position
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Unaudited Audited
Notes 30 June 2025 31 Dec 2024
ASSETS
Non-current assets
Property, plant and equipment 128 124
Intangible assets 6 40,505 38,392
Investments in jointly controlled entities 11 - -
40,633 38,516
Current assets
Trade and other receivables 5 3,045 398
Cash and cash equivalents 1,050 185
4,095 583
Total assets 44,728 39,099
EQUITY AND LIABILITIES
Equity attributable to owners of the Company
Share capital 7 9,363 7,047
Deferred Shares 7 23,328 23,328
Share premium 7 67,992 58,456
Share options reserve 8 806 1,948
Accumulated losses (62,545) (60,039)
Attributable to Owners of parent 38,944 30,740
Non-controlling interest 2,043 1,905
Total equity 40,987 32,645
Current liabilities
Trade and other payables 9 3,741 5,715
Loans and borrowings 10 - 739
Total liabilities 3,741 6,454
Total equity and liabilities 44,728 39,099
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
On 28 September 2025, the Board of Directors of KEFI Gold and Copper Plc
authorised these unaudited condensed interim financial statements for issue.
John Leach
Finance Director
Condensed interim consolidated statement of changes in equity
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Attributable to the equity holders of parent
Share Deferred shares Share premium Share options and warrants reserve Accumulated losses Total NCI Total equity
capital
At 1 January 2024 Audited 4,965 23,328 48,922 3,675 (56,483) 24,407 1,709 26,116
Loss for the period - - - - (6,099) (6,099) - (6,099)
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - (6,099) (6,099) - (6,099)
Cancellation & Expiry of options/warrants - - - (1,866) 1,866 - - -
Issue of share capital and warrants 1,094 - 5,760 - - 6,854 - 6,854
Share issue costs - - (333) - - (333) - (333)
Warrants issued fair value (180) 180 - - - -
Non-controlling interest - - - - (123) (123) 123 -
At 30 June 2024 Unaudited 6,059 23,328 54,169 1,989 (60,839) 24,706 1,832 26,538
Loss for the period - - - - 873 873 - 873
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - 873 873 - 873
Recognition of share-based payments - - - (41) - (41) - (41)
Issue of share capital and warrants 988 - 4,448 - - 5,436 - 5,436
Share issue costs - - (237) - - (237) - (237)
Warrants issued fair value - - 76 - - 76 - 76
Non-controlling interest - - - - (73) (73) 73 -
At 1 January 2025 Audited 7,047 23,328 58,456 1,948 (60,039) 30,740 1,905 32,645
Loss for the period - - - - (3,799) (3,799) - (3,799)
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - (3,799) (3,799) - (3,799)
Recognition of share-based payments - - - - - - - -
Cancellation & Expiry of options/warrants - - - (1,431) 1,431 - - -
Issue of share capital and warrants 2,316 - 10,416 - - 12,732 - 12,732
Share issue costs - - (591) - - (591) - (591)
Warrants issued fair value (289) 289 - - -
Non-controlling interest - - - - (138) (138) 138 -
At 30 June 2025 Unaudited 9,363 23,328 67,992 806 (62,545) 38,944 2,043 40,987
The following describes the nature and purpose of each reserve within owner's
equity:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Deferred shares In a previous restructuring of share capital, ordinary shares in the capital
of the Company were sub-divided into ordinary shares and deferred shares, in
order to reduce the nominal value of the ordinary shares.
Share premium Amount subscribed for share capital in excess of nominal value, net of issue
costs.
Share options and warrants reserve Reserve for share options and warrants granted but not exercised or lapsed.
Foreign exchange reserve Cumulative foreign exchange net gains and losses recognised on consolidation.
Accumulated losses Cumulative net gains and losses recognised in the statement of comprehensive
income, excluding foreign exchange gains within other comprehensive income.
NCI (Non-controlling interest) The portion of equity ownership in a subsidiary not attributable to the parent
company.
The notes are an integral part of these unaudited condensed interim
consolidated financial
statements.
Condensed interim consolidated statements of cash flows
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Six months ended 30 June 2025 Six months ended 30 June 2024
Notes
Cash flows from operating activities
Loss before tax (3,799) (6,099)
Adjustments for:
Share-based payments - -
Gain from dilution of equity interest in jointly controlled entity 11 - (833)
Share of loss in jointly controlled entity 450 2,239
Impairment loss in jointly controlled entity 210 (64)
Depreciation 5 9
Finance costs 736 1,304
Foreign exchange gains/(losses) (21) 5
Cash outflows from operating activities before working capital changes (2,419) (3,439)
Interest Paid 10.2 (831) (746)
Changes in working capital:
Trade and other receivables (2,651) (627)
Trade and other payables (1,051) 2,540
Net cash used in operating activities (6,952) (2,272)
Cash flows from investing activities
Purchases of plant and equipment (9) (51)
Proceeds from repayment of financial asset - -
Project evaluation costs 6 (1,622) (1,625)
Advances to joint venture - -
Net cash used in investing activities (1,631) (1,676)
Cash flows from financing activities
Proceeds from issue of share capital 7 10,215 2,654
Listing and issue costs 7 (591) (334)
(Repayment of)/proceeds from bank short-term loan 10.2 (168) 413
Repayment short-term working capital bridging finance 10.2 (1,208) (1,595)
Proceeds short-term working capital bridging finance 10.2 1,200 3,600
Net cash from financing activities 9,448 4,738
Net increase in cash and cash equivalents 865 790
Cash and cash equivalents:
At beginning of period 185 192
At end of period 1,050 982
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
Notes to the condensed interim consolidated financial statements
For the six months to 30 June 2025 (unaudited) and 2024
(Unless otherwise stated, all amounts are presented in GBP thousands. Certain
notes may show amounts in full for clarity)
1. Incorporation and principal activities
Country of incorporation
The Company was incorporated in England and Wales as a public limited company
on 24 October 2006. Its registered office is at 27/28 Eastcastle Street,
London W1W 8DH.
Principal activities
The principal activities of the Group for the period are:
· To explore for mineral deposits of precious and base metals and
other minerals that appear capable of commercial exploitation, including
topographical, geological, geochemical and geophysical studies and exploratory
drilling.
· To evaluate mineral deposits determining the technical
feasibility and commercial viability of development, including the
determination of the volume and grade of the deposit, examination of
extraction methods, infrastructure requirements and market and finance
studies.
· Development of mineral deposits and marketing the metals
produced.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
condensed interim consolidated financial statements are set out below. These
policies have been applied consistently throughout the period presented in
these condensed interim consolidated financial statements unless otherwise
stated.
Basis of preparation and consolidation
These condensed interim financial statements are unaudited.
The unaudited interim condensed consolidated financial statements for the
period ended 30 June 2025 have been prepared in accordance with International
Accounting Standard 34: Interim Financial Reporting. IFRS comprise the
standard issued by the International Accounting Standard Board ("IASB"), and
IFRS Interpretations Committee ("IFRICs") as issued by the IASB as adopted for
use in the UK.
These unaudited interim condensed consolidated financial statements include
the financial statements of the Company and its subsidiary undertakings. They
have been prepared using accounting bases and policies consistent with those
used in the preparation of the consolidated financial statements of the
Company and the Group for the year ended 31 December 2024.
Going concern
The financial report has been prepared on the going concern basis which
contemplates the continuity of normal business activities and the realisation
of assets and the settlement of liabilities in the ordinary course of
business.
The annual financial statements of Kefi Gold and Copper Plc for the year ended
31 December 2024 were prepared in accordance with UK adopted international
accounting standards in conformity with the requirements of the Companies Act
2006. The Independent Auditors' Report on the Group's 2024 Annual Report was
an unqualified audit opinion with a material uncertainty relating to going
concern noted.
We draw attention to the interim financial statements, which indicate that the
Group incurred a loss of £3.8 million (2024: loss of £6.1 million) during
the six months ended 30 June 2025 and, as of that date, the Group's current
assets exceeded its current liabilities.
The Group's ability to continue as a going concern is contingent upon raising
additional capital and/or the successful exploration and subsequent
exploitation of its areas of interest through sale or development. If
sufficient additional capital is not raised, the going concern basis of
accounting may not be appropriate, and the Group may have to realise its
assets and extinguish its liabilities other than in the ordinary course of
business at amounts different from those stated in the financial report. No
allowance for this has been made in the financial report.
The assessment of the Group's ability to continue as a going concern involves
judgment about the availability of funds for the development of the Tulu Kapi
Gold project, exploration of the Saudi Arabia exploration properties and
general working capital requirements. This assessment considers the Group's
strategic objectives, funds on hand and planned expenditures for a period of
not less than 12 months from the date these financial statements were
approved.
As at the date of approval of these financial statements, the Group is in the
final stages of completing the project finance package for the Tulu Kapi Gold
project, as outlined in the Company's announcement "Tulu Kapi Gold Project
Update" dated 2 September 2025. While formal offers have been received and
accepted for the debt facilities of US$240 million and equity commitments are
well advanced, these arrangements are not yet fully executed. The Group has a
track record of raising equity funding when required. With the government
partnership, record gold prices and strong market support, the Directors
expect to complete the Tulu Kapi Gold project financing and when completed the
material uncertainty relating to going concern to be eliminated.
Notwithstanding the current existence of material uncertainty that may cast
significant doubt over the Group and the Company's ability to continue as a
going concern based on historical experience and ongoing advanced discussions
with stakeholders, as outlined above, the Board has a reasonable expectation
that the Group will be able to raise further funds to meet its obligations.
Therefore, subject to the above, the Directors have concluded that it is
appropriate to prepare the financial statements on a going concern basis.
Exploration and Evaluation Expenditure
The Group's accounting policy is to expense all exploration and evaluation
expenditure pending development decisions, and thus significant past
expenditures incurred in Ethiopia and Saudi Arabia have been written off in
previous years reflecting the Group's conservative accounting approach. If
this expenditure had been capitalised (which it has not been), the Group
balance sheet would have reflected an increase in the carrying value of the
assets in Ethiopia of £36.5 million and in Saudi Arabia of £9.9 million.
3. Operating segments
The Group has two distinct operating segments, being that of mineral
exploration and development and corporate activities. The Group's exploration
and development activities are in Ethiopia and Saudi Arabia held through
jointly controlled entities in each jurisdiction with KEFI administration and
corporate activities based in Cyprus.
Unaudited Six months ended 30 June 2025 Corporate Ethiopia Saudi Arabia Total
£'000 £'000 £'000 £'000
Corporate Costs (Excluding loss from jointly controlled entity) (2,421) (27) - (2,448)
Other finance costs (736) - - (736)
Foreign exchange (loss)/profit 12 33 - 45
Gain on dilution of jointly controlled entity - - - -
Share of (loss)/Profit from jointly controlled entity - - (450) (450)
Impairment in jointly controlled entity - - (210) (210)
Loss before tax (3,145) 6 (660) (3,799)
Tax
Loss for the period (3,799)
Total non-current assets 2 40,631 40,633
Total assets 3,331 41,397 - 44,728
Total liabilities (3,210) (531) - (3,741)
Unaudited Six months ended 30 June 2024 Corporate Ethiopia Saudi Arabia Total
£'000 £'000 £'000 £'000
Corporate Costs (Excluding loss from jointly controlled entity) (3,212) (71) - (3,283)
Other finance costs (1,470) - - (1,470)
Foreign exchange (loss)/profit (232) 228 - (4)
Gain on dilution of jointly controlled entity 833 833
Share of (loss)/Profit from jointly controlled entity - - (2,239) (2,239)
Reversal of impairment loss in jointly controlled entity - - 64 64
Loss before tax (4,914) 157 (1,342) (6,099)
Tax -
Loss for the period (6.099)
Total non-current assets 955 35,451 - 36,406
Total assets 1,268 37,275 - 38,543
Total liabilities (10,964) (1,041) - (12,005)
4. Loss per share
The calculation of the basic and fully diluted loss per share attributable to
the ordinary equity holders of the parent is based on the following data:
Six months ended 30 June 2025 Six months ended 30 June 2024
Unaudited Unaudited
£'000 £'000
Net loss attributable to equity shareholders (3,799) (6,099)
Net loss for basic and diluted loss attributable to equity shareholders (3,799) (6,099)
Weighted average number of ordinary shares for basic loss per share (000's) 8,204,438 5,561,263
Weighted average number of ordinary shares for diluted loss per share (000's) 8,435,876 5,825,698
Loss per share:
Basic loss per share (pence) (0.05) (0.10)
The effect of share options and warrants on the loss per share is
anti-dilutive.
5. Trade and other receivables
30 June 2025 31 Dec
2024
Unaudited Audited
£'000 £'000
Account Receivable¹ 2,621 -
Other receivables 50 126
VAT 361 272
Prepayments 13 -
3,045 398
¹ The £2.6m outstanding from the placing relates to the share placement.
While this amount was outstanding as at 30 June 2025, it was subsequently
received after the reporting date. The delay arose from the timing difference
between the issuance of shares and the receipt of funds into the Company's
bank account. Accordingly, by the date the interim report was released, the
£2.6m has been received.
6. Intangible assets
Total exploration and project evaluation costs
£ '000
Cost
At 1 January 2025 (Audited) 38,658
Additions 2,113
At 30 June 2025 (Unaudited) 40,771
Accumulated Impairment
At 1 January 2025 (Audited) 266
At 30 June 2025 (Unaudited) 266
Net Book Value at 30 June 2025 (Unaudited) 40,505
Net Book Value at 31 December 2024 (Audited)
38,392
7. Share capital
Number of shares Share Deferred shares Share premium
000's Capital £'000 £'000 Total
£'000 £'000
Issued and fully paid
At 1 January 2025 (Audited) 7,047,589 7,047 23,328 58,456 88,831
Share Equity Placement January 2025 933,170 933 - 4,199 5,132
Share Equity Placement May 2025 1,381,818 1,383 - 6,217 7,600
Share issue costs - - - (591) (591)
Warrants issue fair value cost (289) (289)
At 30 June 2025 (Unaudited) 9,362,573 9,363 23,328 67,992 100,683
Issued capital
On 3 January 2025, the Company issued 933,169,817 new Ordinary Shares of
£0.001 each at an issue price of 0.55 pence per share, following shareholder
approval at the General Meeting held on 2 January 2025. These shares were
admitted to trading on the same day.
On 28 May 2025, the Company issued and admitted to trading a further
1,381,818,172 new Ordinary Shares at an issue price of 0.55 pence per share.
8. Share Based Payments
Broker Warrants
During the period, certain broker commissions and fees were satisfied through
the issue of 134,251,363 broker warrants to Tavira Securities.
Each broker warrant entitles the holder to subscribe for one new Ordinary
Share in the Company at an exercise price of 0.55 pence per share, exercisable
for a period of three years from the date of grant.
The issue of these warrants has been accounted for as an equity-settled
share-based payment under IFRS 2 Share-based Payment. The fair value of the
warrants granted was measured at the grant date using an appropriate option
pricing model, taking into account the terms and conditions upon which the
instruments were granted. The fair value determined was recognised as a share
issue cost within equity, with a corresponding credit recognised in equity
reserves. The warrants issued represent transaction costs directly
attributable to the issue of equity instruments and therefore have been
deducted from equity in accordance with IAS 32.
Details of warrants outstanding as at 30 June 2025:
Grant date Expiry date Exercise price Unaudited Number of warrants*
000's
30 July 2023 02 July 2026 0.70p 39,286
26 March 2024 26 March 2027 0.60p 49,900
03 January 2025 03 January 2028 0.55p 68,797
21 May 2025 21 May 2028 0.55p 65,455
223,438
The estimated fair values of the warrants were calculated using the Black
Scholes option pricing model. The inputs into the model and the results are as
follows:
Date Closing share price at issue date Exercise price Expected volatility Expected life Risk free rate Expected dividend yield Discount factor Estimated fair value
03 January 2025 0.50p 0.55p 69% 3yrs 4.21% Nil 0% 0.15p
21 May 2025 0.57p 0.55p 70% 3yrs 4.21% Nil 0% 0.28p
Weighted average ex. price Unaudited Number of warrants*
000's
Outstanding warrants at 1 January 2025 0.72p 164,186
- granted 0.55p 134,252
- cancelled/expired/forfeited 0.8p (75,000)
- exercised
Outstanding warrants at 30 June 2025 0.59p 223,438
These warrants were issued to advisers and shareholders of the Group.
Share options reserve
Details of share options outstanding as at 30 June 2025:
Grant date Expiry date Exercise price Unaudited
Number of shares* 000's
12-Sep-23 11-Sep-30 0.60p 8,000
8,000
30 June 2025 31 Dec
2024
Unaudited Audited
Opening amount 1,948 3,675
Broker Warrants issued costs 289 104
Adviser warrants issue costs 35
Share options charges relating to employees - -
Share options issued to directors and key management (Note 12.1) - -
Forfeited options -
Exercised warrants - -
Expired warrants (315) (1,663)
Expired options (1,116) (203)
Closing Amount 806 1,948
Weighted average ex. price Unaudited
Number of shares*
000's
Outstanding options at 1 January 2025 2.39p 100,249
- granted - -
- forfeited - -
- cancelled/expired 2.55p (92,249)
Outstanding options at 30 June 2025 to Company advisers 0.6p 8,000
The Company has not issued share options to directors, employees and advisers
to the Group during the period.
The option agreements contain customary anti-dilution provisions, which permit
adjustments to the exercise price in certain circumstances. These include the
issue of fully paid Ordinary Shares through a capitalisation of reserves, any
subdivision or consolidation of the Company's Ordinary Shares, a reduction of
share capital, or offers and invitations (such as rights issues) made to
existing Ordinary Shareholders. These provisions are intended to ensure that
option holders are treated fairly and are not disadvantaged by changes in the
Company's capital
structure.
The estimated fair values of the options were calculated using the Black
Scholes option pricing model.
Share Payments for services rendered and obligations settled.
During the period, the Company issued 383,732,500 new Ordinary Shares of 0.1
pence each. The issuances were made through the following two placements
disclosed below:
January 2025 Placement
Following approval at the General Meeting held in January 2025, the Company
issued 274,641,591 Ordinary Shares at a placing price of 0.55 pence per share
to settle financial obligations totalling £1.511 million.
May 2025 Placement
The Company issued 109,090,909 Ordinary Shares of 0.1 pence each at a placing
price of 0.55 pence per share, representing a total value of £0.6 million.
These shares were allocated to key advisers as non-cash consideration for
services provided in support of strategic initiatives following the
commencement of the Early Works Programme at the Tulu Kapi Gold Project in
Ethiopia.
In both placements, the consideration due from subscribers was offset against
amounts payable by the Company at the date of issue.
The total shares issued during the period to settle obligations and compensate
services are summarised below:
Number of Shares ('000) Amount (£'000)
For services rendered and obligations settled
- J. Leach 45,455 250
- Other employees and PDMRs 56,789 312
- Settlement of other obligations 151,636 834
Total share-based payments 253,880 1,396
Brokerage fees (non-cash settlement) 34,397 190
Settlement of unsecured bridging finance loans 95,455 525
Total 383,732 2,111
No cash proceeds were received in respect of these issuances.
9. Trade and other payables
30 June 2025 31 Dec 2024
Unaudited Audited
£'000 £'000
Accruals and other payables 1,862 3,809
Other loans - -
Payable to joint venture partner (Note 11 and Note 12.3) 1,006 347
Payable to Key Management and Shareholder (Note 12.3) 873 1,559
3,741 5,715
10. Loans and Borrowings
10.1. Short-Term Working Capital Bridging Finance
Currency Interest Maturity Repayment
Unsecured working capital bridging finance GBP See Table below On Demand See Table below
The Group has the option to access working capital from certain existing
stakeholders. This unsecured working capital bridging finance is short‐term
debt which is unsecured and ranked below other loans. Bridging Finance
facilities bear a fixed interest rate and were set off in shares by the
lenders participation in the Company placements. In the event the Group was
unable to pay this finance it would be repaid after other debt securities have
been paid, if any.
Unsecured working capital bridging finance Balance 1 Jan 2025 Drawdown Amount Transaction Costs Interest Repayment Repayment Period Ended
Audited Unaudited Unaudited Shares/Payment Netting¹ Cash 30 June 2025
Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Repayable in cash in less than a year 525 1,200 33 806 (525) (2,039) -
10.2. Reconciliation of liabilities arising from financing
activities
Cash Flows
Balance Inflow (Outflow) Finance Costs Shares/Payment Netting¹ Balance
1 Jan 30 June 2025
2025
Unsecured working capital bridging finance Audited Unaudited Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000
Short term loans 525 839 -
1,200 (2,039) (525)
525 839 -
1,200 (2,039) (525)
Bank loan Balance 1 Jan 2025 Drawdown Amount FX Gain Interest Paid in Cash Principal Paid in Cash Balance 30 June 2025
£'000 £'000 £'000 £'000 £'000 £'000
Repayable in cash in less than a year 214 - (21) (25) (168) -
The short-term working capital finance is unsecured and ranks below other
loans. Although there was no binding agreement to convert the loans into
shares, the lenders agreed to convert and set off some of the debt into
shares.
Non-cash settlement of short-term working capital finance during the year was
£525,000. The loan repayment amount of £2,039,000 disclosed in the cash flow
statement comprises £1,208,000 relating to repayment of principal and
£831,000 relating to interest, which are presented on separate lines in
accordance with IFRS, with principal repayments classified under financing
activities and interest payments under operating activities.
11. Joint venture agreements
KEFI is the operating partner with a 15% shareholding in GMCO with ARTAR
holding the other 85%. KEFI provides GMCO with technical advice and
assistance, including personnel to manage and supervise all exploration and
technical studies. ARTAR provides administrative advice and assistance to
ensure that GMCO remains in compliance with all governmental and other
procedures.
During the period, a loss of £450,000 was recognised by the Group for the
period ended 30 June 2025 (2024: £2,571,000) representing the Group's share
of losses for the period. As at 30 June 2025, KEFI owed ARTAR an amount of
£1,006,000 (2024: £1,776,000).
Period Ended
30 June 2025
Unaudited
£'000
Opening Balance -
Additional Investment during the period 660
FX Gain on advances made to GMCO -
Share of loss in joint venture (450)
Additional impairment loss (210)
Closing Balance -
12. Related party transactions
The following transactions were carried out with related parties:
12.1. Compensation of key management personnel
The total remuneration of the Directors and other key management personnel was
as follows:
Six months ended 30 June 2025 Six months ended 30
June 2024
Unaudited £'000 Unaudited
£'000
Directors' fees ¹ 272 272
Directors' other benefits 28 22
Share-based benefits to directors - -
Director's bonus¹ - 285
Key management fees¹ 163 174
Key management other benefits - -
Share-based benefits to key management - -
Key management bonus paid in shares - 50
463 803
¹Fees of £163,000 owed to key management were accrued and not paid in cash.
These fees, together with amounts owed to directors, have been accrued but not
yet paid and are disclosed in Note 12.2.
Share-based benefits
At the 30 June 2025 the Company had no share options in issue to directors and
key management. On 27 March 2014, the Board approved a new share option
scheme ("the Scheme") for directors, senior managers and employees. The Scheme
formalised the existing policy that options may be granted over ordinary
shares representing up to a maximum of 10 per cent of the Group's issued share
capital. The Company will issue incentive options once full financing for the
development of the Tulu Kapi Gold Project has been announced.
12.2. Payable to related parties
The Group 30 June 2025 31 Dec 2024
Unaudited Audited
Name Nature of transactions Relationship £'000 £'000
Payable to Directors and Key Management LLCC Fees for services Key Management 873 1,559
873 1,559
13. Capital commitments
30-Jun-25 31-Dec-24
Unaudited Audited
¹£'000 £'000
Tulu Kapi Project costs¹ 120 140
¹Once the Company and its partners in Tulu Kapi Gold Mine Share Company
Limited start development at the Tulu Kapi Gold Project (the "Project") the
Company will have project capital commitments.
¹Once the Company and its partners in Tulu Kapi Gold Mine Share Company
Limited start development at the Tulu Kapi Gold Project (the "Project") the
Company will have project capital commitments.
14. Events after the reporting date
On 24 September 2025, KEFI Gold and Copper plc issued 68,796,818 new ordinary
shares of 0.1 pence each following the exercise of broker warrants at an
exercise price of 0.55 pence per share. Application has been made for
admission of these shares to trading on AIM, which is expected to become
effective on 29 September 2025.
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