REG - Lexington Gold Ltd - Interim Results
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RNS Number : 0748B Lexington Gold Limited 29 September 2025
29 September 2025
Lexington Gold Ltd
("Lexington Gold" or the "Company")
Interim Consolidated Results for the half-year ended 30 June 2025
Lexington Gold (AIM: LEX; OTCQB: LEXLF), the gold exploration and development
company with projects in South Africa and the USA, is pleased to announce its
unaudited interim consolidated results for the six-month period to 30 June
2025 ("H1 2025" or the "Period").
Highlights:
Operational
· Publication of a maiden JORC (2012) Exploration Target at the
Bothaville Project ("Bothaville") of 16-30Mt at 3.26-6.03 g/t Au containing
1.68-5.82Moz of gold, independently prepared by Shango Solutions (Pty) Limited
("Shango Solutions")
· Commissioning of a conceptual-level mining study for the Jelani
JV Project ("Jelani JV") with Harmony Gold Mining Company Limited ("Harmony
Gold"), being undertaken by Bara Consulting (Pty) Limited ("Bara Consulting"),
to refine the potential future mine design and assess the potential use of
Harmony Gold's nearby infrastructure
· Commencement of an approximate 600m follow-up diamond drilling
programme at the Jennings-Pioneer Project (USA) targeting extensions of the
Barite Hill and Jennings Trends, following the successful 2024 campaign
· Trading in the Company's common shares commenced on the OTCQB in
the United States under ticker LEXLF, thereby broadening investor access and
enhancing share liquidity, with the Depository Trust Company (DTC) eligibility
process currently being finalised to facilitate electronic trading and
settlement
· Completion of a £530,000 (ca. USD706,000) gross equity placing
at 3.4p per share and appointment of Optiva Securities Limited as joint broker
alongside Peterhouse Capital Limited
· Receipt of Ministerial Section 11 approval for the acquisition of
White Rivers Exploration (Pty) Limited ("WRE"), triggering the issue of
20,645,161 deferred consideration shares at 6.20p per share
Post Period End
· Completion of the follow-up Jennings-Pioneer Project drilling
programme (599m across six holes). Assay results confirmed significant
extensions of mineralisation along the Barite Hill Trend, including
intersections of 31m at 1.00 g/t Au (Hole JP25-4) and 8m at 2.27 g/t Au (Hole
JP25-4). Maiden drilling at the Jennings Trend delivered the first-ever gold
intersections (including 2m at 1.10 g/t Au in Hole JP25-6 and 2m at 0.94 g/t
Au in Hole JP25-9), establishing Jennings as a new mineralised trend.
Multi-element assays also confirmed silver, copper, zinc and tellurium as
potential by-products, underscoring the polymetallic nature of the system
· Grant of new prospecting rights at Bothaville and the Kroonstad
Project ("Kroonstad"), further consolidating Lexington Gold's Free State
footprint
· Expansion of Bara Consulting's study on the Jelani JV in order to
deliver a more detailed and robust evaluation
Financial Summary
· Net loss for H1 2025 of approximately US$0.4m (H1 2024: US$0.3m)
· Total assets were US$16.9m as at the half-year end (31 December 2024:
US$16.4m)
· Cash position of US$0.7m as at the half-year end (31 December 2024:
US$0.9m)
· Total liabilities of US$0.6m as at the half-year end (31 December
2024: US$0.7m)
For further information, please contact:
Lexington Gold Ltd www.lexingtongold.co.uk (http://www.lexingtongold.co.uk)
Bernard Olivier (Chief Executive Officer) via Yellow Jersey
Edward Nealon (Chairman)
Mike Allardice (Group Company Secretary)
Strand Hanson Limited (Nominated Adviser) www.strandhanson.co.uk (http://www.strandhanson.co.uk)
Matthew Chandler / James Bellman / Abigail Wennington T: +44 207 409 3494
Optiva Securities Limited (Joint Broker) www.optivasecurities.com (http://www.optivasecurities.com)
Bartu Ciftci / Christian Dennis T: +44 203 981 4178
Peterhouse Capital Limited (Joint Broker) www.peterhousecap.com (https://peterhousecap.com/)
Duncan Vasey / Lucy Williams (Broking) T: +44 207 469 0930
Eran Zucker (Corporate Finance)
Yellow Jersey PR Limited (Financial Public Relations) www.yellowjerseypr.com (http://www.yellowjerseypr.com)
Charles Goodwin / Annabelle Wills T: +44 7747 788 221
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
Note to Editors:
Lexington Gold (AIM: LEX; OTCQB: LEXLF) is a gold exploration and development
company currently holding interests in four diverse gold projects, covering a
combined area of approximately 1,675 acres in North and South Carolina, USA
and in six gold projects covering approximately 114,638 hectares in South
Africa.
Further information is available on the Company's website:
www.lexingtongold.co.uk (http://www.lexingtongold.co.uk) or follow us through
our social media channel: X: @LexGoldLtd.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
Chairman's Statement
I am pleased to report on Lexington Gold's unaudited interim consolidated
results for the six months ended 30 June 2025. The first half of the year has
seen steady operational progress across our South African and US project
portfolios, supported by disciplined capital allocation and constructive
engagement with our partners.
Our South African asset base is underpinned by significant JORC-compliant
resources and exploration targets. At the Jelani JV with Harmony Gold, our
first JORC (2012)-compliant Mineral Resource Estimate released previously in
September 2024, which was prepared by Shango Solutions and also independently
audited by SRK Consulting, confirmed 6.02Moz at 6.47 g/t Au. Lexington Gold's
attributable portion currently amounts to 0.56Moz, with potential to increase
this to 2.24Moz should future operations ultimately expand to include the
Buffer Zone. At Bothaville, we reported a maiden JORC (2012) Exploration
Target of 1.68-5.82Moz of contained gold, while the Ventersburg Gold Project
continues to provide upside with a non-code compliant conceptual exploration
target of 1.39-3.55Moz of contained gold.
In the United States, we undertook a follow-up drilling campaign at the
Jennings-Pioneer Project, targeting extensions of the Barite Hill and Jennings
Trends. Post period end, this programme was successfully completed with highly
encouraging assay results received extending the gold zones including maiden
gold intersections on the Jennings Trend. In addition, new prospecting rights
were granted at the Bothaville and Kroonstad projects.
With a project portfolio anchored by JORC resources at the Jelani JV and
large-scale exploration targets at both the Bothaville and Ventersburg
projects, Lexington Gold is well positioned to continue creating value.
Importantly, the gold price reached a new record high of approximately
US$3,700/oz in September 2025, further enhancing the strategic potential of
our assets. The Board remains confident in the group's ability to progress
towards becoming a future mid-tier gold developer through disciplined project
advancement, continued exploration success and strategic partnerships.
Edward Nealon
Non-Executive Chairman
29 September 2025
Chief Executive Officer's Operational and Financial Review
1. Financial Performance
· Net loss for H1 2025 of approximately US$0.4m (H1 2024: US$0.3m)
· Total assets were US$16.9m at the half-year end (31 December
2024: US$16.4m)
· Cash position of US$0.7m at the half-year end (31 December 2024:
US$0.9m)
· Total liabilities of US$0.6m at the half-year end (31 December
2024: US$0.7m)
2. Dividend
The directors have not declared a dividend (31 December 2024: Nil).
3. Corporate Activities
During the period, trading in the Company's common shares commenced on the
OTCQB Venture Market in the United States under ticker LEXLF, with the
Depository Trust Company eligibility process currently being finalised to
enable electronic settlement.
In April 2025, Lexington Gold completed a £530,000 (USD706,000) gross placing
at 3.4p per share, undertaken at the prevailing market share price and
predominantly with existing shareholders, thereby demonstrating strong support
for the Company's strategy. At the same time, Optiva Securities Limited was
appointed as joint broker to the Company alongside Peterhouse Capital Limited.
In May 2025, the Company received Ministerial Section 11 approval in respect
of its acquisition of WRE, triggering the issue of 20,645,161 deferred
consideration shares at 6.20p per share and marking the final regulatory step
in securing our South African asset base.
4. Operational Activities
At Bothaville, a maiden JORC (2012) Exploration Target of approximately
16-30Mt at 3.26-6.03 g/t Au (1.68-5.82Moz of contained gold) was published in
January 2025, confirming the project's scale and significance.
At the Jelani JV, a conceptual-level updated mining study was commissioned
from Bara Consulting to refine the proposed future mine design and assess the
potential use of Harmony Gold's infrastructure. The project already benefits
from a JORC (2012) Mineral Resource Estimate of 6.02Moz at 6.47 g/t Au, of
which 0.56Moz is attributable to Lexington Gold, rising to 2.24Moz if the
Buffer Zone is included.
At the Ventersburg Gold Project, an independent review confirmed a non-code
compliant exploration target of 1.39-3.55Moz at 2.82-3.44 g/t Au.
In the USA, a new approximate 600m diamond drilling programme commenced at the
Jennings-Pioneer Project in May 2025, building on the successful 2024 drilling
which confirmed multiple alteration-mineralised zones. The 2025 programme was
completed shortly after the period end, with highly encouraging assay results
recently received. The Company also agreed with its US partners Uwharrie
Resources Inc. ("URI") and Carolina Gold Resources Inc. a three-month
extension of the timeframe to meet certain Minimum Funding Contributions in
respect of the GAR Projects.
5. Post Period End
At the Jennings-Pioneer Project (USA), the Spring 2025 drill programme was
successfully completed, comprising six diamond drill holes (599m) across both
the Barite Hill and Jennings Trends. Assay results confirmed extensions of
mineralisation within the Barite Hill Trend, with the Red Hill Zone now
delineated over 150m in strike length and the Middle Zone over 75m, both
remaining open along strike and at depth. Intercepts included 31m at 1.00 g/t
Au (Hole JP25-4, including 6m at 2.14 g/t Au) and 8m at 2.27 g/t Au (Hole
JP25-4), alongside 6m at 1.09 g/t Au (Hole JP25-5). Importantly, maiden
drilling on the Jennings Trend achieved first-ever gold intersections,
including 2m at 1.10 g/t Au (Hole JP25-6) and 2m at 0.94 g/t Au (Hole JP25-9),
confirming Jennings as a new gold-bearing trend adjacent to historical Pioneer
Mine shafts. Multi-element assays further highlighted the polymetallic
potential of the system, returning notable silver, copper, zinc and tellurium
grades (including 8m at 14.41 g/t Ag and 50 g/t Te in Hole JP25-5; 4m at 15.05
g/t Ag, 0.39% Cu and 1.49% Zn in Hole JP25-4). Together, these results provide
clear evidence of a robust mineralised system and significantly enhance the
scale and potential of the Jennings-Pioneer Project.
At Bothaville, a new consolidated Prospecting Right was granted in July 2025,
streamlining tenure and superseding prior licences. The right is valid until 7
May 2030 and underpins the maiden JORC (2012) Exploration Target of
1.68-5.82Moz of gold announced earlier in the year.
At the Kroonstad North Project (SA), a new Prospecting Right was awarded in
August 2025, covering approximately 18,340 hectares across multiple farms. The
right includes a broad suite of minerals (gold, REEs, PGMs, silver, uranium,
base metals, diamonds, coal, iron and others). Independent studies have
estimated a non-code compliant exploration target of 6.06-62.41Moz of gold at
4.96-11.54 g/t Au, highlighting the potential of this area to constitute a
significant new goldfield within the Witwatersrand region.
At the Jelani JV (SA), Bara Consulting's initial study scope was expanded in
August 2025 to include a more comprehensive evaluation, encompassing a refined
preliminary mine design, scheduling, high-level capex and opex modelling, and
associated cashflow analysis, in close collaboration with Harmony Gold.
Together, the abovementioned operational and corporate achievements have
significantly advanced Lexington Gold's portfolio during the first half of
2025. With the gold price reaching a record high of US$3,674/oz in September
2025, the Company believes that its combination of defined JORC resources,
large-scale exploration targets and strengthened corporate platform provides
an excellent foundation for continued value creation in the second half of the
year and beyond.
Bernard Olivier
Chief Executive Officer
29 September 2025
Interim Consolidated Financial Statements
Lexington Gold Ltd
Condensed Consolidated Statement of Profit and Loss and Other Comprehensive
Income
For the Half-Year ended 30 June 2025
(Unaudited)
Unaudited Unaudited
Notes Six months ended 30 June 2025 Six months ended 30 June 2024
$'000 $'000
Operating expenses 3 (465) (416)
Fair value gain on derivative liability 103 135
Net finance income 5 5
Loss before income tax (357) (276)
Income tax credit/(charge) - -
(357) (276)
Loss for the period
Attributable to:
Equity owners of the parent (117) (74)
Non-controlling interest (240) (202)
Other comprehensive income
Loss for the period (357) (276)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement 272 22
(85) (254)
Total comprehensive loss for the period
Attributable to:
Equity owners of the parent 58 (64)
Non-controlling interest (143) (190)
Loss per share attributable to the owners of the parent
Basic and diluted loss per share (cents per share) 4 (0.03) (0.02)
The accompanying notes form part of these interim consolidated financial
statements.
Lexington Gold Ltd
Consolidated Statement of Financial Position
As at 30 June 2025 (Unaudited)
Unaudited Audited
Notes 30 31 December 2024
June
2025
$'000 $'000
Non-current assets
Exploration and evaluation assets 5 16,117 15,467
Total non-current assets 16,117 15,467
Current assets
Other receivables 65 64
Restricted cash and cash equivalents 59 55
Cash and cash equivalents 662 855
Total current assets 786 974
16,903 16,441
Total assets
Equity
Share capital 1,306 1,197
Share premium 69,422 67,293
Shares to be issued 6 1,556 3,113
Share option reserve 651 651
Foreign currency translation reserve 76 (99)
Accumulated loss (58,308) (58,191)
Total equity attributable to equity owners of the parent 14,703 13,964
Non-controlling interest 1,607 1,750
Total equity 16,310 15,714
Current liabilities
Trade and other payables 547 578
Derivative liability 7 46 149
Total current liabilities 593 727
16,903 16,441
Total equity and liabilities
The accompanying notes form part of these interim consolidated financial
statements.
Lexington Gold Ltd
Consolidated Statement of Changes in Equity
For the Half-Year Ended 30 June 2025
(Unaudited)
Issued share capital Share premium Shares to be issued Share option reserve Foreign currency trans-lation reserve Accumu- Total equity attribu-table to share-holders Non-controlling interest Total equity
lated
loss
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Six months ended 30 June 2025 (unaudited)
At start of period 1,197 67,293 3,113 651 (99) (58,191) 13,964 1,750 15,714
Total comprehensive loss for the period - - - - 175 (117) 58 (143) (85)
Loss for the period - - - - - (117) (117) (240) (357)
Foreign exchange gain on translation - - - - 175 - 175 97 272
Issue of share capital 47 634 - - - - 681 - 681
Contingent shares issued 62 1,495 (1,557) - - - - - -
1,306 69,422 1,556 651 76 (58,308) 14,703 1,607 16,310
At end of period
Six months ended 30 June 2024 (unaudited)
At start of period 1,121 65,425 5,058 651 (98) (57,624) 14,533 2,633 17,166
Total comprehensive loss for the period - - - - 10 (74) (64) (190) (254)
Loss for the period - - - - - (74) (74) (202) (276)
Foreign exchange gain on translation - - - - 10 - 10 12 22
Contingent shares issued 77 1,868 (1,945) - - - - - -
1,198 67,293 3,113 651 (88) (57,698) 14,469 2,443 16,912
At end of period
The accompanying notes form part of these interim consolidated financial
statements.
Lexington Gold Ltd
Consolidated Statement of Cash Flows
For the Half-Year Ended 30 June 2025
(Unaudited)
Unaudited Unaudited
Notes Six months ended 30 June 2025 Six months ended 30 June 2024
$'000 $'000
Cash flows used in operating activities
Cash absorbed by operations 8 (556) (409)
Interest received 5 5
Net cash used in operating activities (551) (404)
Cash flows used in investing activities
Payments for exploration (379) (676)
Investment in restricted cash (1) -
Net cash used in investing activities (380) (676)
Cash flows from financing activities
Proceeds from issue of shares 682 -
Net cash generated from financing activities 682 -
Net decrease in cash and cash equivalents (249) (1,080)
Movement in cash and cash equivalents
Exchange gains/(losses) 56 (55)
At the beginning of the period 855 2,617
Decrease (249) (1,080)
662 1,482
At the end of the period
The accompanying notes form part of these interim consolidated financial
statements.
Lexington Gold Ltd
Notes to the interim consolidated financial information
For the Half-Year Ended 30 June 2025
(Unaudited)
1. Basis of preparation
The unaudited interim consolidated financial information set out above, which
incorporates the financial information of the Company and its subsidiary
undertakings (the "Group"), has been prepared using the historical cost
convention and in accordance with International Financial Reporting Standards
("IFRS") and with those parts of the Bermuda Companies Act, 1981 applicable to
companies reporting under IFRS.
These interim consolidated results for the six months ended 30 June 2025 are
unaudited and do not constitute statutory accounts as defined in section 87A
of the Bermuda Companies Act, 1981. The unaudited interim consolidated
financial information does not include all of the information required in
annual financial statements in accordance with IFRS and should be read in
conjunction with the financial statements for the year ended 31 December 2024.
The financial statements for the year ended 31 December 2024 have been
delivered to the Registrar of Companies and the auditors' report on those
financial statements was unqualified but contained an emphasis of matter
paragraph on going concern.
2. Going concern
For the period ended 30 June 2025, the Group recorded a loss of US$0.4 million
(H1 2024: US$0.3 million) and had net cash outflows from operating activities
of US$0.6 million (H1 2024: US$0.4 million). An operating loss is expected in
the year subsequent to the date of these interim financial statements. The
ability of the entity to continue as a going concern is dependent on the Group
generating positive operating cash flows and/or securing additional funding
through the raising of debt and/or equity to fund its projects and
activities.
These conditions indicate a material uncertainty that may cast a significant
doubt about the entity's ability to continue as a going concern such that it
may be unable to realise its assets and discharge its liabilities in the
normal course of business.
These financial statements have been prepared on the basis that the entity is
a going concern, which contemplates the continuity of normal business
activity, realisation of assets and settlement of liabilities in the normal
course of business for the following reasons:
· The Company secured additional funding by way of a £530,000 (ca.
USD706,000) gross equity fundraise on 17 April 2025;
· The Directors are confident that they will be able to raise additional
funds to satisfy the Group's cash requirements as and when necessary; and
· The Directors have the ability to reduce expenditure in order to
preserve cash if required.
Should the entity not be able to continue as a going concern, it may be
required to realise its assets and discharge its liabilities other than in the
ordinary course of business, and at amounts that differ from those stated in
these interim financial statements. These interim financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or liabilities that might be necessary should the
entity not continue as a going concern.
3. Operating expenses
Unaudited Unaudited
Six months ended 30 June 2025 Six months ended 30 June 2024
$'000 $'000
Directors' emoluments and fees (110) (110)
Net foreign exchange gain/(loss) 59 (20)
Office expenses (28) (29)
Professional and other services (385) (241)
Other expenses (1) (16)
(465) (416)
Total operating expenses
4. Basic and diluted loss per share
The calculation of basic and diluted loss per share for the six months ended
30 June 2025 was based on the loss attributable to common shareholders from
continuing operations of US$117,000 (H1 2024: US$74,000) and a weighted
average number of common shares outstanding of 422,714,615 (H1 2024:
389,556,163).
The diluted loss per share and the basic loss per share are recorded as the
same amount as conversion of share options, warrants and contingent shares
decreases the basic loss per share, thus being anti-dilutive.
5. Exploration and evaluation assets
Unaudited Audited
30 31 December 2024
June
2025
$'000 $'000
United States
Balance at beginning of period 4,681 4,960
Additions 330 513
Impairment - (792)
5,011 4,681
South Africa
Balance at beginning of period 10,786 10,530
Additions 49 373
Foreign currency 271 (117)
11,106 10,786
16,117 15,467
Total at the end of the period
Exploration activities United States
The amount relates to exploration and development activities in respect of the
Group's 51% investment in four diverse gold projects, covering a combined area
of over 1,675 acres in North and South Carolina, USA.
The projects are situated in the highly prospective Carolina Super Terrane
("CST"), which has seen significant historic gold production and is host to a
number of multi-million-ounce mines operated by majors and was also the site
of the first US gold rush in the early 1800s, before gold was discovered in
California.
In order for the Company to retain its 51% membership interests in the four
projects, it has to make certain Minimum Funding Contributions in respect of
each of the projects in each of the four years and throughout the four-year
period following its re-admission to AIM in November 2020, in an aggregate
amount of AU$5 million (the "Minimum Funding Contributions"). The Minimum
Funding Contributions are further detailed in Note 9.
In the event that the Minimum Funding Contributions are not satisfied by the
Company, Uwharrie Resources Inc., has the option to acquire the Company's 51%
interest in the relevant project for a nominal sum of AU$1.
Given the relative prospectivity of the Jennings-Pioneer, Carolina Belle and
JKL Projects the Board decided to focus on these projects in preference to
Project Argo and accordingly has decided not to incur further expenditure on
Project Argo which means that the Minimum Funding Contributions for Project
Argo will not be met and an impairment provision was accordingly made against
the carrying value of Project Argo in the 2024 financial statements. URI
provided an extension to 30 June 2025 to meet the Minimum Funding
Contributions which were then met in relation to the Jennings Pioneer,
Carolina Belle and JKL projects.
Exploration activities South Africa
The amount relates to the Group's exploration and development activities in
respect of its six gold projects covering approximately 114,638 hectares in
South Africa assessing the Witwatersrand basin's significant gold potential,
acquired as part of the Company's acquisition of WRE in 2023.
Pursuant to the WRE acquisition agreement, Mr Creasy or his nominee(s), by way
of certain additional deferred consideration, will be granted an option over
110 million new common shares in Lexington Gold upon the later of 12 months
from the date of his assignment agreement (being 12 May 2023) and a value
accretive milestone being achieved, namely the establishment of at least
1 million ounces of JORC/SAMREC-compliant gold resource in respect of any of
WRE's existing projects excluding Jelani Resources. If granted, such options
will be exercisable in full or in part for a period of 12 months following the
date of the announcement of the milestone having been achieved at an exercise
price of 7.5 pence per share. No provision has been made for the potential
payment of the additional deferred consideration as WRE's projects are in the
exploration phase and therefore it is not certain that 1 million ounces of
JORC/SAMREC-compliant gold resource will be achieved, or at all.
Mr Creasy is entitled to a gross production royalty at a rate of 2.5 per cent.
in respect of WRE's existing projects and such obligation will remain in place
in respect of any future production from the existing project areas.
The directors have assessed the value of the total exploration and evaluation
assets having considered any indicators of impairment, and, in their opinion,
based on a review of future expected availability of funds to develop the
projects concerned and the intention to continue exploration and evaluation,
no further impairment is necessary.
6. Shares to be issued
Unaudited Audited
30 31 December 2024
June
2025
$'000 $'000
Balance at beginning of period 3,113 5,058
Transferred to share capital and share premium upon achievement of milestones (1,557) (1,945)
1,556 3,113
Pursuant to the acquisition of WRE, as announced on 7 September 2023, the
contingent issuable new Common Shares, fell due and will fall due to be issued
at a price of 6.20 pence per new common share upon the achievement of the
following milestones:
Lexington Gold Equity
% No. of common shares Milestone event
45% 46,451,613(1) Later of 30 November 2023 and the date of renewal of four of the Prospecting
Rights split, 25%, 10%, 8% and 2% respectively between the four Prospecting
Rights concerned.
20% 20,645,161(2) Receipt of Ministerial Consent.
Notes:
1. 25,806,451 of these shares (25%) were issued on 13 May 2024 pursuant to the
renewal of Jelani Resources Proprietary Limited's Prospecting Right.
2. These shares were issued on 20 May 2025 following Ministerial Consent being
granted.
7. Derivative liability
Unaudited Audited
30 31 December 2024
June
2025
$'000 $'000
Derivative liability from warrants
Balance at the beginning of the period 149 392
Change in fair value of warrants (103) (243)
46 149
Warrants were issued to historic fundraising participants, Edward Nealon and
Mark Creasy, allowing them to subscribe for new Common Shares at an exercise
price of 10 pence per share on a one-to-one basis. The warrants are
accounted for as liabilities as the Company concluded that the warrants failed
to meet the fixed-for-fixed criteria as the exercise price is priced in pence
per share and the Company's functional currency is United States dollars.
The fair value of the warrants was estimated using the Black-Scholes-pricing
model. The application of the Black-Scholes option-pricing model requires the
use of a number of inputs and significant assumptions including volatility.
The following reflects the inputs and assumptions:
Unaudited Audited
30 31 December 2024
June
2025
Share price 3.75 pence 3.75 pence
Exercise price 10 pence 10 pence
Risk-free interest rate 3.75 % 3.75 %
Expected terms (in years) 1.05 years 1.55 years
Expected dividend yield 0 % 0 %
Expected volatility 55.0 % 56.6 %
8. Cash absorbed by operations
Unaudited Unaudited
Six months ended 30 June 2025 Six months ended 30 June 2024
$'000 $'000
Loss before income tax (357) (276)
Adjusted for:
§ Fair value gain on derivative liability (103) (135)
§ Finance income (5) (5)
§ Net foreign exchange difference (59) 20
Cash from operations before working capital changes (524) (396)
Working capital changes:
Other receivables (1) 44
Trade and other payables (31) (57)
(556) (409)
Cash absorbed by operations before interest and tax
9. Commitments and contingencies
United States
Lexington Gold is required to pay conditional deferred consideration, of, in
aggregate, AU$1.5m (being the Tranche 1 Deferred Consideration if the Tranche
1 Performance Milestone detailed below is met) and the sum of, in aggregate,
AU$3.0m (being the Tranche 2 Deferred Consideration if the Tranche 2
Performance Milestone detailed below is met) to the Sellers and URI, in cash
or Common Shares at the Company's sole discretion, subject to the achievement
by the Group of the Tranche 1 Performance Milestone and Tranche 2 Performance
Milestone or the occurrence of certain Vesting Events within five years of
completion of the Company's acquisition of Global Asset Resources Ltd ("GAR")
(being the end of November 2025).
The Tranche 1 Performance Milestone comprises confirmation by an independent
geologist and announcement by the Company of JORC 2012 compliant resources in
respect of any one of the GAR Projects (including any Additional Projects)
that are not Excluded Projects of at least:
a) 0.8 million ounces of gold at a grade of more than 1 g/t; or
b) 0.6 million ounces of gold at a grade of more than 2.5 g/t; or
c) 0.4 million ounces of gold at a grade of 5 g/t or more.
The Tranche 1 Deferred Consideration, payable within 21 business days of the
achievement of the Tranche 1 Performance Milestone or occurrence of certain
Vesting Events, comprises AU$1,299,000, payable in cash or Common Shares at
the Relevant Price (in whole or in part) at the Company's sole discretion, to
the Sellers; and AU$201,000, payable in cash or Common Shares at the Relevant
Price (in whole or in part) at the Company's sole discretion, to URI.
The Tranche 2 Performance Milestone comprises the commissioning from an
independent geologist, completion and announcement by the Company, in
accordance with the AIM Rules for Companies, of a pre-feasibility study in
respect of any one of the GAR Projects (including any Additional Projects)
that are not Excluded Projects confirming a pre-tax NPV of more than US$50m at
a discount rate of at least 8 per cent.
The Tranche 2 Deferred Consideration, payable within 21 business days of the
achievement of the Tranche 2 Performance Milestone or occurrence of certain
Vesting Events, comprises AU$2,598,000, payable in cash or Common Shares at
the Relevant Price (in whole or in part) at the Company's sole discretion, to
the Sellers; and AU$402,000, payable in cash or Common Shares at the Relevant
Price (in whole or in part) at the Company's sole discretion, to URI. If the
Tranche 1 Deferred Consideration has not previously been paid at the time of
achievement of the Tranche 2 Performance Milestone, the Tranche 1 Deferred
Consideration will also become payable in cash or Common Shares (at the
Company's sole discretion) at such time.
No provision has been made for the payment of the deferred consideration as
the Tranche 1 Performance Milestone and Tranche 2 Performance Milestone events
have not occurred. The Group's projects are in the exploration phase and
therefore it is not certain that an economic assessment of mineral potential
or a pre-feasibility study will be completed in the next few years, if at all.
The Joint Venture Implementation Deed between GAR, URI and Carolina Gold
Resources Inc. also set out certain Minimum Funding Contributions in respect
of each of the GAR Projects to be provided by the Company in each of the four
years and throughout the four year period following Admission in order to
retain its 51 per cent. interest in the Projects which are summarised below.
In the event that the Minimum Funding Contributions are not satisfied by
Lexington Gold (on both an annual and overall basis), URI has the option to
acquire the Company's 51 per cent. membership interest (via GAR Holdings) in
the relevant Project SPV for a nominal sum of AU$1. Annual commitments have
been met to date, save for Project Argo. The Company similarly has the option
to sell its 51 per cent. membership interest in any of the GAR Projects to URI
at any time during the four-year period following Admission for AU$1 should
the Board determine that the Company no longer wishes to proceed with one or
more of the GAR Projects.
Minimum Funding Contributions for the Company to retain its 51 per cent.
membership interests in its US Projects
AU$
Minimum Minimum Minimum Minimum Minimum
Project Total Year to Nov-21 Year to Nov-22 Year to Year to
Nov-23 Nov-24*
JKL 1,500,000 250,000 150,000 150,000 150,000
Carolina Belle 1,500,000 250,000 100,000 100,000 100,000
Jennings-Pioneer 1,000,000 100,000 100,000 100,000 100,000
Argo 1,000,000 100,000 100,000 100,000 100,000
5,000,000 700,000 450,000 450,000 450,000
* - period subsequently extended to 30 June 2025 with the consent of URI.
At the end of the initial four year period following Admission which Uwharrie
Resources Inc. agreed to extend to 30 June 2025 and satisfaction of the
Minimum Funding Contributions for a Project, if URI elects not to fund its
proportionate share of future costs or fails to make an election then, in
accordance with the terms of the Joint Venture Implementation Deed, the
Company will potentially be able to increase its interest in each of the
Project SPVs to 80 per cent. by meeting certain further funding commitments in
years 5 and 6 (on both an annual and overall basis) following Admission (the
"Extended Period").
Extended Period funding contributions from the Company to acquire an
additional 29 per cent. membership interest and increase its total interest to
80 per cent. in its US Projects
AU$
Minimum Minimum Minimum
Project Total Year to Year to
Nov-25 Nov-26
JKL 2,500,000 150,000 150,000
Carolina Belle 2,500,000 100,000 100,000
Jennings-Pioneer 1,500,000 100,000 100,000
Argo 1,500,000 100,000 100,000
8,000,000 450,000 450,000
If the Company does not meet the Extended Period funding contributions in
relation to a particular Project, it will retain its 51 per cent. initial
interest in such Project SPV.
In the event that the Company increases its interest in any of the Project
SPVs to 80 per cent. and URI elects not to fund its proportionate share of
future costs in respect of its then 20 per cent. residual interest in the GAR
Project concerned or fails to make an election, the Company is able to
increase its interest in the relevant Project to 100 per cent. by agreeing to
pay for the relevant Project a Net Smelter Royalty to URI of 0.5 per cent. for
future production up to 50,000 oz gold equivalent, 2.0 per cent. for future
production from 50,000 to 400,000 oz gold equivalent and 1.0 per cent. for
future production in excess of 400,000 oz gold equivalent.
South Africa
In March 2025, Pol Sun Limited ("Pol Sun"), a former minority shareholder
holding less than 5% of the issued share capital in WRE, initiated legal
proceedings in the High Court of South Africa.
The application seeks declaratory relief challenging the validity of the
business rescue proceedings and the subsequent cancellation of Pol Sun's
equity interest as part of the adopted business rescue plan. The business
rescue process was conducted by independent business rescue practitioners from
BDO Business Restructuring (Pty) Ltd, in accordance with the provisions of the
South African Companies Act, 2008.
The business rescue plan was voted on and duly adopted by 100% of WRE's
creditors and a majority of shareholders and was implemented during 2023. Pol
Sun was not a creditor of WRE and did not participate in the creditor approval
process. All creditor claims were settled in full as part of the approved
business rescue plan.
Pol Sun's application appears to seek the reinstatement of its former equity
interest, which was cancelled as part of the adopted rescue plan.
Based on legal advice received, the Company understands that the application
is unlikely to succeed. The advice notes that the cancellation of Pol Sun's
shareholding was lawfully effected under the statutory powers available to the
business rescue practitioners. Accordingly, the Company has been advised that
it has strong grounds to defend the application.
Given the remote likelihood of the case being successful against the Company,
no provision has been recognised in these financial statements.
10. Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries and key
management personnel.
Remuneration of key management personnel
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the entity, directly
or indirectly, including any director (whether executive or otherwise) of the
Group. Details of the nature and amount of each element of the remuneration
of each director of the Group during the period are shown in the table below:
Six months ended 30 June 2025
Directors' fees Executive fees ((1)) Total
US$ US$ US$
Edward Nealon 11,250 6,750 18,000
Bernard Olivier 11,250 51,750 63,000
Melissa Sturgess 11,250 - 11,250
Rhoderick Grivas 11,250 6,750 18,000
45,000 65,250 110,250
Six months ended 30 June 2024
Directors' fees Executive fees ((1)) Total
US$ US$ US$
Edward Nealon 11,250 6,750 18,000
Bernard Olivier 11,250 51,750 63,000
Melissa Sturgess 11,250 - 11,250
Rhoderick Grivas 11,250 6,750 18,000
45,000 65,250 110,250
((1) For duties as executive director and consulting.)
Current directors of the holding company and their close family members, as at
the date of these financial statements, control 4.05% (31 December 2024:
4.41%) of the voting shares of Lexington Gold.
Share options and warrants
On 4 December 2020, the Company granted, in aggregate, 19,610,910 options over
new common shares to its directors and senior managers exercisable at a price
of 2.75 pence per share (the "Options").
The Options vest in three equal tranches being: (i) one third on their date of
issue; (ii) one third on 25 November 2021; and (iii) one third on 25 November
2022, and are exercisable for a period of 10 years from their date of grant.
Details of the Options granted to directors are set out in the table below:
Directors Number of Options granted and resultant holding of Options
Edward Nealon 2,614,788
Bernard Olivier 4,140,081
Melissa Sturgess 2,614,788
Rhoderick Grivas 2,614,788
Total: 11,984,445
During the 2023 year, the Company issued warrants for the potential issue of
50,663,639 shares at an exercise price of 10 pence per share which expire on
20 July 2026. Details of warrants outstanding to directors are set out in the
table below:
Directors Number of warrants outstanding
Edward Nealon 3,667,691
Total: 3,667,691
11. Subsequent events
No significant events have occurred subsequent to the interim reporting date
that would have a material impact on the interim consolidated financial
statements.
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