REG - Keras Resources PLC - Interim results
29/09/2025 07:00
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RNS Number : 1031B Keras Resources PLC 29 September 2025
Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining
29 September 2025
Keras Resources plc ('Keras' or the 'Company')
Interim Results
Keras Resources plc (AIM: KRS) announces its unaudited half year results for
the six months ending 30 June 2025.
Overview
· Loss of £299,000 compared to loss of £436,000 in the six-month
period ended 30 June 2024. The reduced loss was largely due to an overall
reduction in operating and administrative costs in the group compared to the
previous period;
· Although revenue was lower at £415,000 for the period compared
to the £556,000 in the six month period ended 30 June 2024, the second half
of the year has been significantly stronger with revenue to the end of
September 2025 already outstripping the total for the six months ended 31
December 2024.
· Sales of PhosAgri Organic for the period totalled 3,934 tons, an
increase of 21% from the 3,238 tons sold in the previous 2024 period;
· Colton Hale was appointed Managing Director ("MD") of FIR in
March 2025 and has overseen some significant operational changes in the US
operation including what we believe is FIR's entry into the ever-growing
liquids market;
· The Company has now received its first payments in terms of the
Cooperation Agreement it signed in 2023 with the Republic of Togo; and
· Long term fundamentals of the organic fertiliser marker remain
robust.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (as amended). Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.
**ENDS**
For further information please visit www.kerasplc.com
(http://www.kerasplc.com/) , follow us on Twitter @kerasplc or contact the
following:
Russell Laming Keras Resources plc info@kerasplc.com
Nominated Adviser & Joint Broker SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Ewan Leggat / Jen Clarke
Joint Broker Shard Capital Partners LLP +44 (0) 207 186 9900
Damon Heath / Erik Woolgar
CHAIRMAN'S REVIEW
FOR THE SIX MONTHS ENDED 30 JUNE 2025
I am pleased to provide an update on our progress since the last report and to
set out our outlook for the business going forward.
The first half of 2025 has been a positive and transitional period for the
Company which saw changes in management at the Company's 100% owned Falcon
Isle Resources Corp ("FIR"), the final payment to the previous owner of FIR
and the bedding down of the 8.4-acre property in Sutherland, 8 miles north of
the town of Delta, Utah ("Delta Facility") which includes the Integrated
Granulator Plant ("Granulator Plant"). Colton Hale was appointed Managing
Director ("MD") of FIR in March 2025 and has overseen some significant
operational changes in the US operation including what we believe is FIR's
entry into the ever-growing liquids market.
In addition to the positive trends in the US, and as outlined in the Financial
review below, the Company has now received its first payments in terms of the
Cooperation Agreement it signed in 2023 with the Republic of Togo
("State")("Cooperation Agreement") with regards the Nayéga manganese mine
("Nayéga") in northern Togo owned by Société Togolaise de Manganèse (STM),
the States 100% owned investment company. The manganese market has rebounded
strongly off its lows over the past 18 months Nayéga is starting to produce
in line with guidelines from STM.
Falcon Isle Resources
Keras, through its wholly owned subsidiary, Falcon Isle Resources Corp
("FIR"), owns the Diamond Creek organic rock phosphate mine ("Diamond
Creek") located approximately 80km south-east of Salt Lake City and the
Delta Facility both in Utah, USA. Diamond Creek, located on an 840-acre
Federal Lease is one of the highest-grade phosphate deposits in the US and is
a fully integrated mine to market operation with in-house mining and
processing facilities.
FIR's dry, sized rock phosphate products, sold under the PhosAgri organic
banner have received organic certification by all three key certification
agencies in the USA - California ("CDFA"), Washington State ("WSDA") and
the federal Organic Materials Review Institute ("OMRI"). As a Direct
Shipping Ore it requires no chemical or synthetic upgrade processes, contains
low heavy metal impurities, available P2O5 of between 11%-15% which is 3x
higher than any other organic phosphate produced North America, and a calcium
content of >25%.
In addition to producing PhosAgri, FIR owns 50% of the PhoSul Utah LLC joint
venture ("JV") with Phosul LLC which produces the PhoSul® granulate
comprising 80% of FIR's high grade organic rock phosphate from its Diamond
Creek mine. Phosul® is the 2024 Green Chemistry Challenge Award winner for
making phosphate fertilizer that avoids hazardous chemicals and waste
emissions associated with traditional phosphate fertilizer production, such as
strong acids, heavy metals, and radioactive materials.
Operations at the Delta Facility are progressing well where we are producing
both Phosul® granulate and Falcon Isle's dry rock phosphate products, sold
under the PhosAgri Organic banner. Sales of PhosAgri Organic for the period
totalled 3,934 tons, an increase of 21% from the 3,238 tons sold in the
previous 2024 period. PhoSul® granulate sales were disappointing but were
more due to upgrades and optimisations to the plant at important times in the
planting season rather than the demand for the product which has been robust
and continues to grow.
The Company is focused on continuing to build market share through its
traditional milled dry rock products as well as its joint venture with Phosul
LLC in the fast-growing US organic fertiliser market and build Falcon Isle
Resources into the premier organic phosphate producer in the US.
Financial review
The results for the 6 months ended 30 June 2025 show a loss of £299,000
compared to loss of £436,000 in the six-month period ended 30 June 2024.
The reduced loss was largely due to an overall reduction in operating and
administrative costs in the group compared to the previous period. The
previous period included the start of the transition to Delta which saw the
dismantling of the Spanish Fork site and the start of construction at the
Delta Facility. Although revenue was lower at £415,000 for the period
compared to the £556,000 in the six month period ended 30 June 2024, the
second half of the year has been significantly stronger with revenue to the
end of September 2025 already outstripping the total for the six months ended
31 December 2024.
On 25 June 2025, the Company issued convertible loan notes ("CLNs") totalling
£750,000, each for £375,000, to Christopher Grosso and Joseph Carbone. The
proceeds of the CLNs were primarily used to pay the final tranche of $800,000
payable to the Helda Living Trust in respect of the acquisition of minority
interests in Falcon Isle Resources Corp., which is now a wholly owned
subsidiary of the Company, and for working capital. On the 21 July 2025, the
Company launched an open offer to qualifying shareholders at a price of 1.4
pence per open offer share, pro rata to their holdings of existing shares at
6.00pm on 18 July 2025 ("Record date") ("Qualifying Shareholders") on the
basis of 542 offer shares for every 1,000 existing shares held by Qualifying
Shareholders at the Record Date ("Open Offer"). The rationale for the CLN's
and subsequent Open Offer were to ensure that the Company was able to meet the
deadline for the payment to the Helda Living Trust while still providing an
opportunity for all Qualifying Shareholders to participate in the fundraising
by both subscribing for their respective Basic Entitlements and by subscribing
for Excess Shares under the Excess Application Facility in the Open Offer. The
Company received valid acceptances from Qualifying Shareholders for a total of
10,770,173 Offer Shares, representing a take-up of approximately 28.22 per
cent. of the 38,163,608 Offer Shares available, raising approximately
£150,782 (before expenses) at the issue price of 1.4 pence per Offer Share.
The funds raised under the Open Offer were used to repay the part of the CLNs
which were not converted.
Nayéga starting mining activities at the end of July 2025 and is meeting
expectations of processing ore at an initial rate of 4,000 tonnes per month of
saleable manganese for the first 3 months and thereafter at nameplate capacity
of 8,000 tonnes per month of saleable ore. The Company has now received its
first payment as per the cooperation agreement signed in 2023 post the
shipment of the initial 2,700 tonnes of ore in containers on 5 September 2025.
The progress at Nayéga is very positive for Keras from an additional cashflow
perspective and will underpin cashflows from the Company's flagship operation
in Utah, USA. The Company continues to keep in close contact with the Togo
Ministry of Mines in its advisory role with the State and we look forward to
updating shareholders on progress in the near future.
Outlook
I believe that the transition to a 100% locally based management team in Utah
and the bedding down of both the Phosul Utah JV and the Delta facility places
the Company in a very robust position to cement its position as the preeminent
organic rock phosphate producer in North America. The high grade PhosAgri
Organic rock phosphate and the JV's Phosul® granulates are both significantly
higher quality products compared to their peers and I believe that the
significant inroads into their respective markets over the past 18 months will
show dividends in the near term. This sector is underpinned by the
macro-economic tailwinds of the global fertiliser markets, and we remain
bullish on our premium phosphate products and our position as we continue to
build market share.
The Company now has two sources of revenue, a slimmed down operations team and
is poised for a strong finish to 2025. The Directors are confident that
Falcon Isle will be an increasingly profitable and valuable asset for the
Group, and we look forward to updating our shareholders on our progress as we
continue to ramp up production and build our position and market share of the
fast-growing US organic phosphate market.
I would like to thank my colleagues on the board and our shareholders for
their ongoing support and I look forward updating all stakeholders as we
continue to build Keras and Diamond Creek into the premier organic phosphate
producer in the US.
Russell Lamming
Chairman
29 September 2025
6 months to 30-Jun-25 6 months to 30-Jun-24 12 months to 31-Dec-24 (audited)
(unaudited) (unaudited) £'000
£'000 £'000
Revenue 415 556 1,119
Cost of production (116) (420) (825)
Gross profit 299 136 294
Administrative expenses (624) (492) (832)
Share of profit (loss) of associated company 30 - (132)
Loss from operating activities (295) (356) (670)
Finance costs (73) (80) (208)
Rent income 69 - 125
Net finance costs (4) (80) (83)
Loss before taxation (299) (436) (753)
Taxation - - -
Loss for the period (299) (436) (753)
Other comprehensive income - items that may be subsequently reclassified to
profit or loss
Exchange translation on foreign operations (244) 82 16
Total comprehensive loss for the period (543) (354) (737)
Loss attributable to:
Owners of the Company (299) (436) (753)
Non-controlling interests - - -
Loss for the period (299) (436) (753)
Total comprehensive loss attributable to:
Owners of the Company (543) (354) (737)
Non-controlling interests - - -
Total comprehensive loss for the period (543) (354) (737)
Earnings per share
Basic and diluted loss per share (pence) (0.56) (0.54) (0.888)
30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Assets
Non-current assets
Intangible assets 7 3,293 3,425 3,574
Property, plant and equipment 8 1,275 1,244 1,422
Investment in associated company 139 32 57
4,707 4,701 5,053
Current assets
Inventory 9 476 468 532
Trade and other receivables 10 511 177 319
Cash and cash equivalents 38 1,168 249
1,025 1,813 1,100
Total assets 5,732 6,514 6,153
Equity
Equity attributable to owners of the Company
Share capital 11 990 801 954
Share premium 11 6,091 5,849 6,073
Other reserves 11 497 356 142
Retained deficit (4,517) (3,901) (4,218)
3,061 3,105 2,951
Non-controlling interests - - -
Total equity 3,061 3,105 2,951
Liabilities
Current liabilities
Trade and other payables 12 680 1,327 1,205
680 1,327 1,205
Non-current liabilities
Trade and other payables 12 - 566 -
Loans and borrowings 13 1,991 1,516 1,997
1,991 2,082 1,997
Total liabilities 2,671 3,409 3,202
Total equity and liabilities 5,732 6,514 6,153
Share option/
warrant reserve
Share capital £'000 Share premium £'000 Exchange reserve Convertible loan notes reserve Retained deficits
£'000 £'000 £'000 £'000 Total £'000
Balance at 1 January 2025 (audited) 954 6,073 116 (90) 116 (4,218) 2,951
Loss for the period - - - - - (299) (299)
Other comprehensive income - - - (244) - (244)
Total comprehensive loss for the period - - (244) - (299) (543)
Issue of new shares 36 18 54
Issue of convertible loan notes - - - - 599 - 599
Share based payment transactions - - - - - - -
Transactions with owners, recognised directly in equity 36 18 - - 599 - 653
Balance at 30 June 2025 (unaudited) 990 6,091 116 (334) 715 (4,517) 3,061
Share option/
warrant reserve Convertible
Share capital Share premium £'000 Exchange reserve Loan notes Retained deficit Total
£'000 £'000 £'000 reserve £'000 £'000
£'000
Balance at 1 January 2024 (audited) 801 5,849 104 (106) - (3,465) 3,183
Loss for the period - - - - - (753) (453)
Other comprehensive income - - - 16 - - 16
Total comprehensive income for the period - - - 16 - (753) (737)
Issue of ordinary shares 153 224 - - - - 377
Share based payment transactions - - 12 - - - 12
Issue of convertible loan notes - - - - 116 - 116
Transactions with owners, recognised directly in equity 153 224 12 - 116 - 505
Balance at 31 December 2024 (audited) 801 5,849 116 (90) 116 (4,218) 2,951
Share option/
warrant reserve Convertible
Share capital Share premium £'000 Exchange reserve loan notes Retained deficit
£'000 £'000 £'000 reserve £'000 Total
£'000 £'000
Balance at 1 January 2024 (audited) 801 5,849 104 (106) - (3,465) 3,183
Loss for the period - - - - - (436) (436)
Total other comprehensive income - - - 82 - - 82
Total comprehensive loss for the period - - - 82 - (436) (354)
Issue of ordinary shares - - - - - - -
Issue of convertible loan notes - - - - 271 271
Share based payment transactions - - 5 - - - 5
Transactions with owners, recognised directly in equity - - 5 - 271 - 276
Balance at 30 June 2024 801 5,849 109 (24) 271 (3,901) 3,105
(unaudited)
30-Jun-25 30-Jun-24 31 -Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flows from operating activities
Loss from operating activities (295) (436) (753)
Adjustments for:
Depreciation and amortisation 57 2 86
Share of (profits)/ losses of associated company (30) - 132
Finance costs recognised 98 80 -
Equity-settled share-based payment transactions - 5 -
(170) (349) (535)
Changes in:
- inventories 55 153 90
- trade and other receivables (192) 5 (147)
- trade and other payables (94) 271 414
Cash generating by/(used in) operating activities (401) 80 (178)
Finance costs (73) (15) (208)
Finance income 69 - 125
Net cash by/(used in) operating activities (405) 65 (261)
Cash flows from investing activities
Acquisition of property, plant and equipment (6) (897) (1,133)
Acquisition of intangible fixed assets 22 - (146)
Investment in associated company (68) (32) (191)
Settlement of deferred consideration for purchase of minority interest in (583) - (639)
subsidiary
Net cash used in investing activities (635) (929) (2,109)
Cash flows from financing activities
Net proceeds from issue of share capital 54 - 377
Issue of promissory and convertible loan notes 750 1,787 2,081
Net cash flows from financing activities 804 1,787 2,458
Net (decrease)/increase in cash and cash equivalents (236) 923 88
Cash and cash equivalents at beginning of period 249 185 185
Effect of foreign exchange rate changes 25 60 (24)
Cash and cash equivalents at end of period 38 1,168 249
1. Reporting entity
Keras Resources plc (the "Company") is a company domiciled in England and
Wales. The unaudited condensed consolidated interim financial statements of
the Company as at and for the six months ended 30 June 2025 comprise the
Company and its subsidiaries (together referred to as the "Group") and the
Group's interests in associates and jointly controlled entities. The Group
currently operates as a miner and processor of phosphate-based fertilizers in
Utah, USA, and provides management advisory services to a manganese miner in
Togo.
2. Basis of preparation
(a) Statement of compliance
This condensed consolidated interim financial report has been prepared in
accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in financial performance and position of the
Group since the last consolidated financial statements as at and for the
period ended 31 December 2024. This condensed consolidated interim financial
report does not include all the information required for full annual financial
statements prepared in accordance with International Financial Reporting
Standards.
This condensed consolidated interim financial report was approved by the Board
of Directors on 26 September 2025.
(b) Judgements and estimates
Preparing the interim financial report requires Management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
In preparing this condensed consolidated interim financial report, significant
judgements made by Management in applying the Group's accounting policies and
key sources of estimation uncertainty were the same as those that applied to
the audited consolidated financial statements as at and for the period ended
31 December 2024.
3. Significant accounting policies
The accounting policies applied by the Group in this condensed consolidated
interim financial report are the same as those applied by the Group in its
audited consolidated financial statements as at and for the period ended 31
December 2024.
4. Financial instruments
Financial risk management
The Group's financial risk management objectives and policies are consistent
with those disclosed in the audited consolidated financial statements as at
and for the period ended 31 December 2024.
5. Segment information
The Group considers that it operates in two distinct business areas. Its main
business is phosphate mining in Utah, USA. In addition, it provides advisory
services for manganese mining in West Africa. These business areas form the
basis of the Group's operating segments. For each segment, the Group's
Executive Chairman (the chief operating decision maker) reviews internal
management reports on at least a quarterly basis.
In Utah, USA the Group mines rock phosphate which it processes at its freehold
processing facility situated near Delta, Utah.
The receipt of fees from advisory services to a manganese miner in Togo, West
Africa, has commenced since 30 June 2025.
Other operations relate to the group's administrative functions conducted at
its head office and by its intermediate holding company together with
consolidation adjustments.
Information regarding the results of each reportable segment is included
below. Performance is measured based on segment profit before tax, as
included in the internal management reports. Segment results are used to
measure performance as Management believes such information is the most
relevant in evaluating the performance of certain segments relative to other
entities that operate within the industry.
Information about reportable segments
For the six months ended 30 June 2025 (unaudited)
Other operations
Phosphate £'000 Total
£'000 £'000
External revenue 415 - 415
Profit/(loss) before tax (11) (288) (299)
Segment assets 4,720 1,012 5,732
For the six months ended 30 June 2024 (unaudited)
Other operations
Phosphate £'000 Total
£'000 £'000
External revenue 556 - 556
Profit/(loss) before tax (53) (383) (436)
Segment assets 5,444 1,070 6,514
5. Segment information (continued)
For the twelve months ended 31 December 2024 (audited)
Other operations
Phosphate £'000 Total
£'000 £'000
External revenue 1,119 - 1,119
Profit/(loss) before tax (104) (649) (753)
Segment assets 5,317 836 6,153
Information about geographical segments:
For the six months ended 30 June 2025 (unaudited)
US Other operations Total
£'000
£'000 £'000
External revenue 415 - 415
Profit/(loss) before tax (11) (288) (299)
Segment assets 4,720 1,012 5,732
For the six months ended 30 June 2024 (unaudited)
US Other operations £'000 Total
£'000 £'000
External revenue 556 - 556
Profit/(loss) before tax (53) (383) (436)
Segment assets 5,444 1,070 6,514
5 Segment information (continued)
Information about geographical segments(continued)
For the 12 months ended 31 December 2024 (audited)
US Other operations Total
£'000
£'000 £'000
External revenue 1,119 - 1,119
Profit/(loss) before tax (104) (649) (753)
Segment assets 5,317 836 6,153
6. Seasonality of operations
Mining at Falcon Isle takes place between May and November due to winter snow
cover at the mine site and on the approach road. The fertiliser produced is
used primarily during the planting and growing seasons, but sales by Falcon
Isle take place throughout the year.
7. Intangible assets
30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cost
Balance at beginning of period 3,657 3,464 3,464
Purchases - - 146
Reclassifications (22) - -
Effect of movement in exchange rates (241) 21 47
Balance at end of period 3,394 3,485 3,657
Amortisation
Balance at beginning of period 83 60 60
Amortisation 26 - 22
Effect of movement in exchange rates (8) - 1
Balance at end of period 101 60 83
Carrying amounts
Balance at end of period 3,293 3,425 3,574
Balance at beginning of period 3,574 3,404 3,404
Intangible assets comprise the fair value of prospecting and exploration
rights.
8. Property, plant and equipment
Acquisitions and disposals
There were additions of £6,000 during the six months ended 30 June 2025. (six
months ended 30 June 2024 : £897,000; year ended 31 December 2024
:£1,133,000. No assets were disposed of in the period or the comparative
periods.
9. Inventories
30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Phosphate 476 468 532
476 468 532
10. Trade and other receivables
30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Trade receivables 235 70 237
Other receivables 256 96 74
Prepayments 20 11 8
Zero coupon convertible loan notes 151 - -
511 177 319
Trade receivables and other receivables are stated at their nominal values
less allowances for non-recoverability.
11. Share capital and reserves
Dividends
No dividends were declared or paid in the six months ended 30 June 2025 (six
months ended 30 June 2024: £nil, twelve months ended 31 December 2024:
£nil).
Convertible loan note reserve
The reserve for convertible loan notes comprises the amount allocated to the
equity component for the convertible notes issued by the group in 2024 and
2025.
12. Trade and other payables
Current 30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Trade payables 330 433 404
Accruals 81 23 118
Other payables 118 239 44
Deferred consideration - 633 639
Zero coupon convertible loan note 151
680 1,327 1,205
Non-current 30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Deferred consideration - 566 -
- 566 -
There is no material difference between the fair value of trade and other
payables and their book value.
13. Loans and borrowings
Non-current 30-Jun-25 30-Jun-24 31-Dec-24
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Promissory notes, repayable 2028, including accrued interest
$350,000 7% secured notes i 285 277 280
$762,500 8% unsecured notes ii 601 603 609
Interest free loan repayable 2029 270 - 295
Convertible loan notes, repayable 2028
£300,000 7% notes iii 281 227 281
£597,500 4% notes iv 501 409 501
Rolled up interest 53 - 31
1,991 1,516 1,997
i. On 22 January 2024, a secured 4-year promissory note of
$350,000 was issued by Falcon Isle. The note carries 7% interest and is
repayable after 4 years. Falcon Isle has the right to repay it, without
penalty, after 2 years. Interest is payable annually.
ii. On 28 May 2024, unsecured 4-year promissory notes
totalling US$762,500 were issued by Falcon Isle. The notes carry 8% interest
and are repayable after 4 years. Falcon Isle has the right to repay them,
without penalty, after 2 years. Interest is payable annually.
13. Loans and borrowings (continued)
Non-current
iii. On 22 January 2024, a 4-year convertible loan of £300,000
was issued by the Company. It carries interest at 7% per annum and is
convertible into ordinary shares of £0.01p at a conversion price of £0.04
per share. The loan note may be converted at any time by notice given by the
holder, interest will be rolled up and included with the amount being
converted or paid at the end of the 4-year loan period if not converted. The
equity portion of the loan is computed as £19,439 ( 30 June 2024 £73,542; 31
December 2024 £19,439) using market discount rate of 9.0% (30 June 2024
15.71%; 31 December 2024: 9.0%), recorded within statement of changes in
equity. Notwithstanding this, if not converted the loan note is repayable at
its nominal value of £300,000 if not converted.
iv. On 28 May 2024, 4-year convertible loan notes totalling
£597,805 were issued by the Company. They carry interest at 4% per annum and
are convertible into ordinary shares of £0.01p at a conversation price of
£0.0275 per share. The loan notes may be converted at any time by notice
given by the holders; interest will be compounded annually and included with
the amount being converted or paid at the end of the 4-year loan period if not
converted. The equity portion of the loan is computed as £96,836(30 June
2024: £197,020; 31 December 2024: £96,836) using market discount rate of
9.0% (30 June 2024: 15.71%; 31 December 2024: 9.0%), recorded within statement
of changes in equity. Notwithstanding this, if not converted the loan note is
repayable at its nominal value of £597,805 if not converted.
In addition, in June 2025 the Company issued Zero-Coupon Convertible Loan
Notes for £750,000. Of this amount, £150,782 has been repaid since 30 June
2025 and is disclosed as a current liability, and £599,218 was converted to
Ordinary Shares on 14 August 2025 at a price of 1.4p per share, and is
included in Convertible Loan Note Reserves at 30 June 2025.
14. Acquisition of non-controlling interest in Falcon Isle
In March 2022, the Group agreed to acquire the then outstanding 49% equity
interest in Falcon Isle, together with loans totalling $1,816,527 made by the
vendor to Falcon Isle, for total consideration of $3.2 million payable in four
annual tranches of $800,000 commencing on 1 July 2022. The first three
tranches have been paid previously. The third tranche, although due on 1 July
2025, was paid on 30 June 2025.
15. Related party transactions
With the exception of $650,000, all the subscriptions for Promissory Notes
($1,012,500) and Convertible Loan Notes (£897,805) as set out in Note 13 were
made by related parties. Each of Russell Lamming and Graham Stacey, directors
of the Company, subscribed $100,000, divided equally between Unsecured
Promissory Notes and 4% Convertible Loan Notes. The balance was subscribed by
Christopher Grosso, a substantial Shareholder, and the Diane H. Grosso Credit
Shelter Trust, an associated party of Christopher Grosso.
Of the Zero-Coupon Convertible Loan Notes for £750,000 issued in June 2025,
£350,000 was subscribed by Christopher Grosso, a substantial Shareholder,
through the Diane H. Grosso Credit Shelter Trust.
16. Subsequent events
In July 2025 the Company announced an Open Offer to Shareholders which raised
£150,782 (before expenses) at the issue price of 1.4 pence per Offer
Share. This amount was used to partially repay the £750,000 Zero Coupon
Convertible Loan Note set out in Note 13, and the balance of £599,218 was
converted to Ordinary Shares at 1.4p per share.
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