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RNS Number : 9247W  Mast Energy Developments PLC  28 August 2025

Mast Energy Developments PLC

(Incorporated in England and Wales)

(Registration Number: 12886458)

Share code on the LSE: MAST

ISIN: GB00BNG90H86

('MED' or the 'Company')

 

Unaudited interim results for the six-month period ended 30 June 2025

 

Dated 28 August 2025

 

MAST Energy Developments PLC ('MED' or the 'Company') the UK-based multi-asset
owner, developer and operator in the rapidly growing flexible power market, is
pleased to announce its unaudited interim results for the six months ended 30
June 2025.

Overview of key highlights during the interim period and to date:
·    Total revenues generated for the first 6-months of 2025 came to c. £727,488, an increase of c. 260% compared to the comparative period ending 30 June 2024;
·    Pyebridge generated and sold c. 7.3 GWh of electricity during the 12-month period ending June 2025;
·    Record monthly revenue of approximately £201,000 was achieved at Pyebridge in January 2025, driven by market conditions and increased generation capacity;
·    Pyebridge successfully bid for and secured additional new Capacity Market ("CM") contracts, which combined with its existing CM contracts will ensure uninterrupted guaranteed gross profit income until 2029, and is planning to bid for and secure a final T-4 15-year contract in the upcoming CM auction;
·    Executed £5 million investment agreement with Powertree to fully fund its Hindlip 7.5MW flexgen site through construction to commercial operations.
·    Hindlip successfully bid for and secured a T-4 15-year CM contract with a total cumulative guaranteed gross income value of c. £6.3 million (before inflation increases);
·    During July 2025 the Company implemented a share capital reorganisation and completed an Equity Fundraise raising £5 million in gross proceeds at PLC level, with the potential to raise and additional £10 million, materially strengthening MED's market appeal, balance sheet, and providing capital for the growth of its projects portfolio;
·    Signed a binding definitive agreement with Green Light Energy to acquire the exclusive rights to an initial portfolio of c. 25 MW of flexible generation development projects, as well as a new project development framework agreement just after period end in July 2025; and
·    Signed a heads of terms for a new JV with C-Zero Markets to develop, construct, and operate power supply applications for the rapidly growing AI datacentre industry.

 

This announcement contains inside information for the purposes of the UK
version of 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 ('UK MAR'). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

ENDS

 

For further information please visit www.med.energy (https://www.med.energy)
or contact:

 

 Pieter Krügel      info@med (mailto:info@med.energy) .energy (mailto:info@med.energy)  MAST Energy Developments PLC  CEO
 Guy Wheatley, CFA  +44 (0)74 9398 9014                                                 Fortified Securities          Corporate Broker
 Jon Belliss        +44 (0)20 7399 9425                                                 Novum Securities              Corporate Broker

 

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS

 

 BOARD OF DIRECTORS:               Paul Venter (Non-Executive Chairman)
                                   Pieter Krügel (Chief Executive Officer)
                                   Celia Li (Non-Executive Director) - appointed 14 July 2025

 REGISTERED OFFICE AND BUSINESS    Salisbury House
 ADDRESS:                          London Wall
                                   London
                                   EC2M 5PS

 COMPANY SECRETARY:                Noel O'Keeffe
                                   Salisbury House
                                   London Wall
                                   London
                                   EC2M 5PS

 PLACE OF INCORPORATION:           England & Wales

 AUDITORS:                         Crowe U.K. LLP
                                   55 Ludgate Hill
                                   London
                                   EC4M 7JW

 BROKERS:                          Fortified Securities
                                   9 Dalton House
                                   60 Windsor Avenue
                                   London
                                   SW19 2RR

                                   Novum Securities Limited
                                   2nd Floor
                                   7-10 Chandos Street
                                   London
                                   W1G 9DQ

 REGISTRAR:                        MUFG Corporate Markets
                                   Unit 10, Central Square
                                   29 Wellington Street
                                   Leeds
                                   LS1 4DL

 SOLICITORS:                       Druces LLP
                                   Salisbury House
                                   London Wall
                                   London
                                   EC2M 5PS

 PRINCIPAL BANKERS:                Barclays Bank PLC
                                   1 Churchill Place
                                   Canary Wharf
                                   London E14 5HP

 STOCK EXCHANGE LISTING:           London Stock Exchange: Main Market (Share code:
                                   MAST)

 WEBSITE:                          www.med.energy

 DATE OF INCORPORATION:            17 September 2020

 REGISTERED NUMBER:                12886458

 

DIRECTORS' STATEMENT

 

We are pleased to present our Interim Report for the six-months ending 30 June
2025.

 

During the first half of 2025, Mast Energy Developments PLC ('MED') focused
intensively on optimising operations at its flagship Pyebridge flexible
generation site, while also making significant progress in securing funding,
advancing construction readiness at other portfolio sites, and growing its
portfolio of sites.

 

The Pyebridge facility delivered record financial and operational performance
in early 2025, achieving trading revenues of approximately £201,000 in
January alone. This was enabled by strong winter demand, volatile market
pricing, and the successful refurbishment of a second 2.7MW genset, bringing
total operating capacity at Pyebridge to 5.4MW.

 

Pyebridge successfully bid for and secured additional new Capacity Market
("CM") contracts, combined with its existing CM contracts ensuring
uninterrupted guaranteed gross profit income until 2029, and is planning to
bid for and secure a final T-4 15-year contract in the upcoming CM auction.
Combined with performance-based trading revenues, this enhances site
profitability and reinforces MED's focus on capacity-secured, high-margin
operations.

 

From a capital growth perspective, the Company executed a £5 million
investment agreement with Powertree (Holdings) Ltd to fully fund construction
of its Hindlip 7.5 MW flexgen project through to commercial operations.
Construction activities are now underway, targeting commercial operation in Q2
of 2026. This transaction marked the first deployment under MED's Growth
Capital Partnership with Powertree, which is expected to be extended to
additional projects in due course.

 

MED further completed a £5 million Equity Fundraise at PLC level just after
period end, significantly strengthening the balance sheet and eliminating
legacy debt liabilities. This capital raise, combined with project-level
funding from Powertree and RiverFort, provides MED with a solid platform to
pursue its strategic goal of building a portfolio exceeding 300 MW of flexible
generation capacity. The Equity Fundraise was preceded by a reorganisation of
the Company's share capital approved by the shareholders which the directors
believe will assist with making it more attractive to trading for investors.

 

The Company is pleased to note the appointment of Celia Li as a non-executive
director effective 14 July 2025. Celia brings a wealth of experience from
prior senior roles in media and investor relations and will be a valuable
addition to the board as it proceeds with its ambitious development plans over

few years.

 

Below follows a description of progress and activities at the respective
sites:

 

Pyebridge

 

MED's 100% owned Pyebridge asset generated and sold c. 4.09 Gigawatt/hours
("GWh") of electricity during the first 6-months of 2025, an increase of c.
0.93 GWh or c. 30% compared to the preceding 6-month period. The revenue
increase is aligned to the electricity generation results. The total revenue
generated for the first 6-months of 2025 came to c. £727,000, an increase
of c. 30% compared to the preceding 6-month period.

 

The Pyebridge average actual electricity sales price achieved during first
6-months of 2025 equates to c. £157 MWh, representing a c. 76%
outperformance compared to the average wholesale market electricity price over
the same period.

Pyebridge has drawn c. £2.77m from the finance debt facility with RiverFort,
and has repaid c. £870k or c. 31% over the past 12 months from cash
generated by Pyebridge (including VAT refunds).

 

MED management is planning to apply for a final T-4 Capacity Market ("CM")
contract for Pyebridge in the upcoming CM prequalification window, with the
intention of obtaining a maximum 15-year term CM contract, to supplement
Pyebridge's existing CM contracts which cover the periods up to 2029, meaning
if the final contract is obtained Pyebridge will have uninterrupted guaranteed
CM gross income payments until 2044.

 

Bordesley

 

The Bordesley project remains shovel-ready and in good standing, with all key
pre-construction elements in place, including long-term leasehold, secured
grid- and gas connections, and granted planning consent. A revised engineering
design has been completed to accommodate a 4.5MW higher efficiency engine, and
a Capacity Market contract at £30.59/kW/year (pre inflation increases) has
been secured, requiring delivery by October 2026. A major breakthrough came
through switching from a costly Medium-Pressure gas connection to a
Low-Pressure alternative, reducing gas connection construction costs by around
60%. Discussions on capex funding are currently well advanced, with the
expectation to start with Engineering, Procurement and Construction ("EPC")
work in Q3 of 2025.

 

Hindlip

 

Hindlip saw major advancement in H1 2025 with the signing of a £5 million
Definitive Investment Agreement between MED and Powertree, securing full
capital and construction funding. MED retains a significant 25% equity stake
in the project with no further funding obligations. Pre-construction
requirements have been completed, and the site's full construction works are
planned to commence in September 2025 with commercial operations expected in
Q2 2026. An Optimisation Agreement is also in place with Hartree Partners for
market access and dispatch services.

 

Stather

 

Progress on the Stather project has been postponed due to grid constraints
arising from upgrade works at the nearby Keadby Power Station, with new
connections in the area currently anticipated from late 2025 onwards. In light
of this, MED has successfully renegotiated with the landlord to postpone
payments on the existing lease agreement, avoiding unnecessary costs while
preserving the site's strategic rights and viability.

 

Looking forward

 

MED remains firmly committed to expanding its portfolio of flexible,
green-focused energy generation sites to achieve 300+ MW of capacity in the
short to medium term. The recently announced acquisition of exclusive rights
to five new development sites totalling approximately 25 MW, along with the
Project Development Framework Agreement with Green Light Energy, represents a
significant step forward in this strategy. This acquisition effectively
doubles MED's current portfolio and secures strategically located sites with
confirmed grid connections at a time when new connections are increasingly
challenging to secure. The scalable nature of the new portfolio, combined with
MED's proactive approach to identifying and acquiring high-potential sites at
an early stage, provides a robust platform to reach its 100 MW target and
beyond, positioning the company for sustainable long-term growth.

 

Further, MED signed exclusive joint venture ("JV") heads of terms with C-Zero
Markets Ltd ("CZM"), a UK company with strong connections and a proven
track-record in the energy industry in the UK and EU. Under the JV, MED and
CZM will exclusively work together to identify, develop, construct, and
operate AI datacentre power supply solutions and applications. The short-term
goal is to develop c. 50 MW of AI datacentre power supply projects, and scale
to 150+ MW in medium term. The JV will also look to attract AI datacentre
developers to co-locate next to MED's existing and future sites to benefit
from economies of scale. This new strategy will complement and is expected to
significantly grow MED's existing flexgen portfolio and the Company's goal to
build a portfolio of 300+ MW.

 

Financial summary of the MAST Energy Developments PLC Group

 

The following information is included to highlight the financial performance
of the Group for the six months ended 30 June 2025.

 

 Description                                                  Six (6)        Six (6)        Year ended 31 December 2024

                                                              months ended   months ended

                                                              30 June 2025   30 June 2024
                                                              (Unaudited)    (Unaudited)    (Audited)
                                                              (£)            (£)            (£)
 Revenue                                                      727,488        202,258        737,158
 Cost of sales                                                (509,944)      (85,599)       (441,541)
 Administrative expenses                                      (288,929)      (312,600)      (764,441)
 Listing and capital raising fees                             (43,043)       (79,617)       (130,421)
 Project expenditure                                          (129,701)      (185,487)      (340,582)
 (Loss)/gain on disposal/de-recognition of non-current asset  (110,969)      -              87,005
 Share in loss from associate                                 (26,489)       -              -
 Finance costs                                                (177,316)      (31,010)       (244,611)
 Loss for the period                                          (558,903)      (492,055)      (1,097 ,433)

 

Group revenue is £727,488 for the six-month period ended 30 June 2025.
Revenue is mainly derived from the electricity generation sales and the
Capacity Market payments at the Company's 100% owned Pyebridge site.

 

The overall decrease in loss period-on-period, as disclosed in the table above
and in the statement of comprehensive income, is mainly owing to a combination
of the following reasons:

•     Significant increase in revenue due to the comprehensive overhaul
of two 2.7 MW engines at Pyebridge.  The overhaul is designed to improve
operational performance, reliability, minimise maintenance costs, and extend
the asset's lifespan.

•     Decrease in project expenditure recognised in the Statement of
Comprehensive Income as the capitalised overhaul costs incurred by Pyebridge
resulted in reduced maintenance costs.

•     Decrease in administrative expenses due to stringent cost control,
including decreased directors' fees and consulting services.

•     Once-off non-cash consolidated accounting loss on de-recognition
of non-current asset regarding Hindlip due to Investment Agreement with
Powertree.

•     Increase in the accrual of finance cost due to loans that were
required for the overhaul of the engines.

 

There have been no dividends declared or paid during the current interim
financial period (31 December 2024: £ Nil, 30 June 2024: £ Nil).

 

Principal Risks

 

Refer to Note 17 of the RNS for our assessment of Principal Risks.

 

Related Parties

Refer to Note 14 of the RNS for key relationships and disclosure of Related
Parties.

 

 

RESPONSIBILITY STATEMENT

 

We confirm to the best of our knowledge that:

a)    the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';

b)   the Directors' Statement includes a fair review of the information
required by the Disclosure and Transparency Rule DTR 4.2.7R (indication of
important events during the six months);

c)    the Directors' Statement includes a fair review of the information
required by the Disclosure and Transparency Rule DTR 4.2.8R (disclosure of
related party transactions and changes therein); and

d)   this report contains certain forward-looking statements with respect to
the operations, performance and financial condition of the Group. By their
nature, these statements involve uncertainty since future events and
circumstances can cause results and developments to differ materially from
those anticipated.

 

The forward-looking statements reflect knowledge and information available at
the date of preparation of this financial report and the Company undertakes no
obligation to update these forward-looking statements.

 

Nothing in this financial report should be construed as a profit forecast.

 

The board of directors all confirm their combined agreement to this statement.

 

Board of Directors

Paul Venter (Non-Executive Chairman)

Pieter Krügel (Chief Executive Officer)

Celia Li (Non-Executive Director)

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                     Six (6)                     Six (6)                     Year ended

                                                     months ended 30 June 2025   months ended 30 June 2024   31 December 2024
                                                     (Unaudited)                 (Unaudited)                 (Audited)
                                               Note  £                           £                           £

 Revenue                                             727,488                     202,258                     737,158
 Cost of sales                                       (509,944)                   (85,599)                    (441,541)
 Gross profit                                        217,544                     116,659                     295,617
 Administrative expenses                             (288,929)                   (312,600)                   (764,441)
 Listing and other corporate fees                    (43,043)                    (79,617)                    (130,421)
 Project expenditure                                 (129,701)                   (185,487)                   (340,582)
 Operating loss                                      (244,129)                   (461,045)                   (939,827)
 Other income                                        -                           -                           87,005
 Share in loss from associate                  9     (26,489)                    -                           -
 Loss on non-current asset disposed                  (110,969)                   -                           -
 Finance income                                      -                           -                           18
 Finance costs                                       (177,316)                   (31,010)                    (244,629)
 Loss before tax                                     (558,903)                   (492,055)                   (1,097,433)
 Taxation                                            -                           -                           -
 Loss for the period                                 (558,903)                   (492,055)                   (1,097,433)

 Other comprehensive Income/(loss)                   -                           -                           -

 Total comprehensive loss for the period             (558,903)                   (492,055)                   (1,097,433)

 Loss for the period                                 (558,903)                   (492,055)                   (1,097,433)
 Attributable to the owners of the parent            (558,903)                   (492,055)                        (1,097,433)
 Attributable to the non-controlling interest        -                           -                           -

 Total comprehensive loss for the period             (558,903)                   (492,055)                   (1,097,433)
 Attributable to the owners of the parent            (558,903)                   (492,055)                        (1,097,433)
 Attributable to the non-controlling interest        -                           -                           -

 Loss Per Share
 Basic loss per share (pence)                  6     (0.16)                       (0.14)                     (0.32)
 Diluted loss per share (pence)                6     (0.16)                      (0.14)                      (0.32)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                                     30 June       30 June       31 December

                                                     2025          2024          2024
                                                     (Unaudited)   (Unaudited)   (Audited)
                                               Note  £             £             £
 Assets
 Non‑current assets
 Property, plant, and equipment                7     3,244,704     2,828,155     3,278,530
 Intangible assets                             8     -             397,779       247,405
 Investment in associate                       9     140,178       -             -
 Total non-current assets                            3,384,882     3,225,934     3,525,935

 Current assets
 Trade and other receivables                         90,971        131,723       364,469
 Cash and cash equivalents                           148,227       251,988       146,446
 Total current assets                                239,198       383,711       510,915

 Total assets                                        3,624,080     3,609,645     4,036,850

 Equity and liabilities
 Equity
 Called up share capital                       10    426,354       426,354       426,354
 Share premium account                         10    13,326,277    13,345,777    13,326,277
 Share reserve                                       -             81,329        -
 Common control reserve                        11    383,048       383,048       383,048
 Warrant and share based payment reserve       11    400,241       380,741       400,241
 Non-controlling interest acquired             11    (4,065,586)   (4,065,586)   (4,065,586)
 Retained deficit                                    (12,267,508)  (11,122,727)  (11,708,605)
 Attributable to equity holders of the parent        (1,797,174)   (571,064)     (1,238,271)
 Total equity                                        (1,797,174)   (571,064)     (1,238,271)

  Liabilities
  Non-current liabilities
  Lease liability                                    368,634       407,587       341,149
  Other financial liabilities                  13    2,150,153     1,286,671     2,268,089
  Total current liabilities                          2,518,787     1,694,258     2,609,238

  Current liabilities
  Loans from related parties                   12    -             880,422       -
  Trade and other payables                           489,696       620,172       696,049
  Other financial liability                    13    2,408,388     958,911       1,965,967
  Lease liability                                    4,383         4,714         3,867
  Derivative liability                         13    -             22,232        -
  Total current liabilities                          2,902,467     2,486,451     2,665,883
  Total liabilities                                  5,421,254     4,180,709     5,275,121
                                                     ,
  Total equity and liabilities                       3,624,080     3,609,645     4,036,850

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

                                                                               Share     Share       Share     Warrant and share based reserves  Common Control Reserve  Non-controlling interest acquired  Retained deficit  Total

                                                                               Capital   Premium     Reserve
                                                                               £         £           £         £                                 £                       £                                   £                £
 Balance at 31 December 2023                                                   263,854   13,183,277  81,329    380,741                           383,048                 (4,065,586)                        (10,611,172)      (384,509)
 Loss for the period                                                           -         -           -         -                                 -                       -                                  (492,055)         (492,055)
 Issued during the year                                                        162,500   162,500     -         -                                 -                       -                                  -                 325,000
 Share issue costs                                                             -         -           -         -                                 -                       -                                  (19,500)          (19,500)
 Balance at 30 June 2024                                                       426,354   13,345,777  81,329    380,741                           383,048                 (4,065,586)                        (11,122,727)      (571,064)
 Loss for the period                                                           -         -           -         -                                 -                       -                                  (585,878)         (585,878)
 Derecognition of equity component of director's loan repayable in shares      -         -           (81,329)  -                                 -                       -                                  -                 (81,329)
 Share issue costs                                                             -         (19,500)    -         19,500                            -                       -                                  -                 -
 Balance at 31 December 2024                                                   426,354   13,326,277  -         400,241                           383,048                 (4,065,586)                        (11,708,605)      (1,238,271)
 Loss for the Period                                                           -         -           -         -                                 -                       -                                  (558,903)         (558,903)
 Balance at 30 June 2025                                                       426,354   13,326,277  -         400,241                           383,048                 (4,065,586)                        (12,267,508)      (1,797,174)

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

 

                                                                      Six months ended 30 June 2025  Six months ended 30 June 2024  Year ended

                                                                                                                                    31 December

                                                                                                                                    2024
                                                                      (Unaudited)                    (Unaudited)                    (Audited)
                                                                      £                              £                              £
 Cash flows from operating activities
 Loss for the period before taxation                                  (558,903)                      (492,055)                      (1,097,433)
 Adjustments:
 Depreciation                                                         61,866                         30,046                         78,894
 Gains on disposal of non-current assets and liabilities              110,969                        -                              (87,005)
 Share in loss from associate                                         26,489                         -                              -
 Non-cash interest accrued                                            177,316                        31,003                         244,629
 Other non-cash items                                                 -                              -                              11,451
 Management and administrative fees accrued from related parties      -                              31,170                         -
 Amounts due settled from share issue proceeds                        -                              -                              64,500
 Amounts due settled from Rochdale disposal proceeds                  -                              -                              41,234
                                                                      (182,263)                      (399,836)                      (743,730)
 Movement in working capital
 Increase / (Decrease) in debtors                                     196,514                        (9,074)                        (241,820)
 (Decrease) / Increase in creditors                                   (196,725)                      (321,516)                      (245,639)
                                                                      (211)                          (330,590)                      (487,459)

 Net cash outflows from operating activities                          (182,474)                      (730,426)                      (1,231,189)

 Cash flows from investing activities
 Disposal of subsidiary                                               (889)                          -                              216,936
 Property, plant and equipment disposed                               -                              -                              270,000
 Property, plant and equipment acquired                               (29,260)                       (777,332)                      (1,636,555)
 Net cash flows from investing activities                             (30,149)                       (777,332)                      (1,149,619)

 Cash flows from financing activities
 Lease liability repaid                                               (17,596)                       (16,433)                       (39,826)
 Proceeds from convertible loan notes                                 350,000                        1,627,107                      2,839,297
 Repayment of term loan                                               (108,000)                      (156,681)                      (529,969)
 Repayment of director's loan                                         (10,000)                       -                              (3,000)
 Shares issued net of share issue costs                               -                              305,500                        260,500
 Net cash flows financing activities                                  214,404                        1,759,493                      2,527,002

 Net increase/(decrease) in cash and cash equivalents                 1,781                          251,735                        146,194
 Cash and cash equivalents at beginning of period                     146,446                        252                            252
 Cash and cash equivalents at end of the period                       148,227                        251,987                        146,446

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR
THE SIX MONTHS ENDED 30 JUNE 2025

 

Note 1: General information

 

MAST Energy Developments PLC ('MED' or the 'Company') is incorporated in
England & Wales as a public limited company. The Company's registered
office is located at Salisbury House, London Wall, London, EC2M 5PS.

 

The principal activity of MED, through its subsidiaries (together the
'Group'), is to acquire and develop a portfolio of flexible power plants in
the UK and become a multi-asset operator in the rapidly growing flexible
generation power market.

 

The Group currently has four existing projects in its portfolio referred to as
Bordersley, Hindlip (ADV 001 Limited), Pyebridge and Stather (ARL 018
Limited). The Group has further acquired five additional projects for
development, Mountfield, Ringles, Romney Warren, Warren Farm, Dymchurch Road.

 

Note 2: Statement of preparation

 

The condensed consolidated interim financial statements are prepared on the
historical cost basis, unless otherwise stated. The Group's accounting
policies used in the preparation of condensed consolidated interim financial
statements are consistent with those used in the annual financial statements
for the year ended 31 December 2025, except for the adoption of new or amended
standards applicable from 1 January 2024, which had no material impact on the
condensed consolidated financial statements of the Group.

 

The condensed consolidated interim financial statements of the Company have
been prepared in accordance with the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority and Accounting Standard IAS 34,
'Interim Financial Reporting', as adopted by the UK.

 

The interim report does not include all of the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 31 December 2024,
which has been prepared in accordance with UK-adopted international accounting
standards, and any public announcements made by MED during the interim
reporting period.

 

The condensed consolidated interim financial statements of the Group are
presented in Pounds Sterling, which is the functional and presentation
currency for the Group and its related subsidiaries.

 

The condensed consolidated interim financial statements do not represent
statutory accounts within the meaning of section 435 of the Companies Act
2006.

 

The condensed consolidated interim financial statements have not been audited
or reviewed by the Group's auditors thus no assurance is provided therein.

 

The Directors acknowledge they are responsible for the fair presentation of
these condensed consolidated interim financial statements.

 

Note 3: Consolidation

 

The consolidated interim financial statements comprise the financial
statements of MAST Energy Developments PLC and its subsidiaries over which the
Company has control as at 30 June 2025.

 

Control is achieved when the Company:

·    has the power over the investee;

·    is exposed, or has rights, to variable return from its involvement
with the investee; and

·    has the ability to use its power to affect its returns.

 

In assessing control, potential voting rights that are currently exercisable
or convertible are taken into account. Subsidiaries are fully consolidated
from the date that control commences until the date that control ceases.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group. Intragroup balances
and any unrealised gains or losses or income or expenses arising from
intragroup transactions are eliminated in preparing the Group financial
statements, except to the extent they provide evidence of impairment.

 

The Group accounts for business combinations using the acquisition method of
accounting.

 

The Group applied merger accounting for the common control transaction that
occurred during the creation of the group between Kibo Mining (Cyprus)
Limited, Kibo Energy PLC and MAST Energy Projects Limited. The common control
reserve of £383,048 has not changed during the six month period ended 30 June
2025 (30 June 2024: £383,048 and 31 December 2024: £383,048).

 

Note 4: Going concern

 

The financial results have been prepared on the going concern basis of
accounting that contemplates the continuity of normal business activities and
the realisation of assets and the settlement of liabilities in the normal
course of business.

 

In performing the going concern assessment, the Board considered various
factors, including the availability of cash and cash equivalents, data
relating to working capital requirements for the foreseeable future, cashflows
from operational activities, available information about the future, the
possible outcomes of planned events, changes in future conditions,
geopolitical events, and the responses to such events and conditions that
would be available to the Board.

 

The Board has, inter alia, considered the following specific factors in
determining whether the Group is a going concern:

 

·    The total comprehensive loss for the six-month period ended 30 June
2025 of £585,594 (six months ended 30 June 2024 of £492,055 and year ended
31 December 2024 of £1,097,433);

·    Cash and cash equivalents readily available to the Group in the
amount of £148,227 in order to pay its creditors and maturing liabilities in
the amount of £2,902,467 as and when they fall due and meet its operating
costs for the ensuing twelve months;

·    Whether the Group has available cash resources, or equivalent short
term funding opportunities in the foreseeable future, to deploy in developing
and growing existing operations or invest in new opportunities; and

·    The equity fundraise that that took place in July 2025 whereby
£5,000,000 in gross proceeds were raised which improves the balance sheet and
provide growth capital for site acquisitions;

·    Following the fundraise after period end, in July 2025, all "Other
financial liabilities" allocated to MED - as disclosed in note 13 - were
settled in full. This significantly improved the net current liability
position.

 

The Directors have evaluated the Group's liquidity requirements to confirm the
Group has adequate cash resources to continue as a going concern for the
foreseeable future. Considering the net current liability position, the
Directors have reviewed the financial projections to 30 August 2026. Based on
the capital reorganisation during July 2025, the assumption that further
drawdowns on the GBP 4m facility with RiverFort are available to the Company
as and when required, as well as the successful electricity generation by
Pyebridge, the Company will have a positive cash balance for the period.
Unforeseen challenges with either of the aforementioned cause a risk that the
Company may not be able to meet its current liabilities without another cash
injection. In the event further funding cannot be secured, the Group may
experience continuous cash shortfalls over the next 12 months. A severe but
plausible financial projection was also reviewed, whereby further drawdowns
are not successful. Under this scenario the Group experiences cash shortfalls
throughout the forecast period.

 

In response to the net current liability position, to address future cash flow
requirements, detailed liquidity improvement initiatives have been implemented
and are being pursued. Implementation is regularly monitored in order to
ensure the Group is able to alleviate the liquidity constraints in the
foreseeable future. Cost saving measures were identified and implemented on
operational expenditure.

 

The Group has identified the below options in order to address the liquidity
risk the Group faces on an ongoing basis. The ability of the Group to continue
as a going concern is dependent on the successful implementation or conclusion
of one or more of the below:

·    Raising of short- and medium-term working capital and project capex
funding, by way of capital placings. This was partially implemented by way of
the share capital reorganisation and the £5,000,000 Equity Fundraise.
Further, Cash Warrants have been approved and are being implemented as part of
the capital reorganisation.

·    The successful drawdown on the funding facility of £4,000,000 with
RiverFort. There are terms and conditions limiting the drawdown which have to
be adhered to.

·    Successful cash generation from the Pyebridge power-generation
facilities in order to achieve net-cash positive contributions toward the
larger Group.

·    Successful conclusion of current funding opportunities of the Group
with strategic funders regarding the funding of specific projects and/or the
business.

·    Obtaining debt funding or other funding instruments such as credit
loan notes to fund MED projects.

 

Although there is no guarantee, the Directors are confident that the above
matters will be successfully implemented and have a reasonable expectation
that the Group will be able to raise sufficient financing to support its
ongoing development and commercialisation activities to continue in
operational existence in the next 12 months.

 

Note 5: Segmental reporting

 

The Group discloses segmental analysis based on its different operations,
being Bordersley, Pyebridge, Hindlip and Stather.

 

 30 June 2025                                Bordersley  Pyebridge    Hindlip ADV001  Stather ARL018  Treasury and Investment  Group
                                             (£)         (£)          (£)             (£)             (£)                      (£)
 Revenue                                     -           727,488      -               -               -                        727,488
 Cost of sales                               -           (509,944)    -               -               -                        (509,944)
 Administrative and other expenses           (3,588)     (26,799)     (200)           (3,715)         (254,627)                (288,929)
 Depreciation                                (596)       (60,476)     -               -               (794)                    (61,866)
 Share in loss from associate                -           -            -               -               (26,489)                 (26,489)
 Profit/loss on non-current assets disposed  -           -            -               -               (110,969)                (110,969)
 Project costs                               (3,809)     (97,411)     4,690           (309)           29,004                   (67,835)
 Listing and other expenses                  -           -            -               -               (43,043)                 (43,043)
 Finance cost                                (14,601)    (124,057)    -               -               (38,658)                 (177,316)
 Profit/ (Loss) before tax                   (22,594)    (91,199)     4,490           (4,024)         (445,575)                (558,903)

 Total assets                                79,987      3,789,513    -               4,510           (249,929)                3,624,080
 Total liabilities                           (418,852)   (2,393,076)  -               (57,565)        (2,551,761)              (5,421,254)

 

 

 

 

 

 

 30 June 2024               Bordersley  Rochdale  Pyebridge    Hindlip ADV001  Stather ARL018  Treasury and Investment  Group
                            (£)         (£)       (£)          (£)             (£)             (£)                      (£)
 Revenue                    -           -         202,258      -               -               -                        202,258
 Cost of sales              -           -         (85,599)     -               -               -                        (85,599)
 Depreciation               -           -         (29,252)     -               -               (794)                    (30,046)
 Profit/ (Loss) before tax  (20,704)    (5,966)   (84,614)     (16,566)        (6,317)         (357,888)                (492,055)

 Total assets               50,167      91,264    3,285,219    43,418          1,999           137,578                  3,609,645
 Total liabilities          (390,477)   (43,424)  (1,577,113)  (61,022)        (138,460)       (1,970,213)              (4,180,709)

 

 

 31 December 2024          Bordersley                                   Rochdale  Pyebridge    Hindlip ADV001  Stather ARL018  Treasury and Investment  Group
                           (£)                                          (£)       (£)          (£)             (£)             (£)                      (£)
 Revenue                                         -                      -         737,158      -               -               -                        737,158
 Cost of sales             -                                            -         (441,541)    -               -               -                        (441,541)
 Administrative and other  (9,248)                                      (2,616)   (73,218)     (36,470)        (9,820)         (763,490)                (894 ,862)

 expenses
 Depreciation              -                                            -         (77,305)     -               -               (1,589)                  (78,894)
 Project costs             (6,717)                                      (1,171)   (299,424)    (2,278)         (512)           48,414                   (261,688)
 Other income                                                           -                      -               70,673          16,350                   87,023
 Finance costs             (29,309)                                               (136,329)    (230)           (3,690)         (75,071)                 (244,629)
 Loss before tax           (45 ,274)                                    (3,787)   (290,659)    (38,978)        56,651          (775 ,386)               (1,097,433)

 Total assets              50,749                                       -         3,591,046    110,597         5,248           279,210                  4,036,850
 Capital expenditure       -                                            -         1,636,555    -               -               -                        1,636,555
 Total liabilities         (398,656)                                    -         (2,595,350)  (128,077)       (59,657)        (2,093,121)              (5,275,121)

 

As the Group currently operates solely from the United Kingdom, consequently
there is no segmented disclosure with regard to different geographic areas of
operation.

 

Note 6: Loss per share

 

Basic loss per share

The basic loss and weighted average number of ordinary shares used for
calculation purposes comprise the following:

 

 Basic loss per share                                                             30 June     2025 (£)       30 June     2024 (£)       31 December 2024 (£)
 Loss for the period attributable to equity holders of the parent                 (585,594)                  (492,055)                  (1,097,433)

 Weighted average number of ordinary shares for the purposes of basic loss per    340,131,101                340,131,101                340,131,101
 share

 Basic loss per ordinary share (pence)                                            (0.16)                     (0.14)                     (0.32)

 

The Group has no dilutive instruments in issue as at period end.

 

Note 7: Property, plant and equipment

                                         Land      Plant & Machinery      Right of use assets  Computer Equipment  Asset under construction        Total
 Cost                                     (£)       (£)                    (£)                  (£)                 (£)                             (£)
 Opening Cost as at 1 January 2024        602,500   1,538,629              418,157              4,766                          126,800              2,690,852
 Additions                                          745,117                                                         32,215                          777,332
 Closing Cost as at 30 June 2024          602,500   2,283,746              418,157              4,766                           159,015             3,468,185
 Derecognition of leases                  -         -                      (62,717)             -                   -                               (62,717)
 Additions                                -         859,223                -                    -                   -                               859,223
 Disposals                                (90,000)  (270,000)              -                    -                   -                               (360,000)
 Closing Cost as at 31 December 2024      512,500   2,872,969              355,440              4,766               159,015                         3,904,690
 Additions                                -         29,260                 -                    -                   -                               29,260
 Disposal                                 -         -                      -                    -                   (32,215)                        (32,215)
 Change in lease                          -         -                      30,995               -                   -                               30,995
 Closing Cost as at 30 June 2025          512,500   2,902,229              386,435              4,766               126,800                         3,932,730

 Accumulated Depreciation ("Acc Depr")    (£)       (£)                    (£)                  (£)                 (£)                             (£)
 Opening Acc Depr as at 1 January 2024    -         (111,136)              (418,157)            (2,340)                                             (609,983)

                              (78,350)
 Depreciation                             -         (29,252)               -                    (794)               -                               (30,046)
 Closing Acc Depr as at 30 June 2024      -         (140,388)              (418,157)            (3,134)             (78,350)                        (640,029)
 Depreciation                             -         (48,054)               -                    (794)               -                               (48,848)
 Derecognition of leases                  -         -                      62,717               -                   -                               62,717
 Closing Acc Depr as at 31 December 2024  -         (188,442)              (355,440)            (3,928)                                             (626,160)

                              (78,350)
 Depreciation                             -         (60,476)               (596)                (794)               -                               (61,866)
 Closing Acc Depr as at 30 June 2025      -         (248,918)              (356,036)            (4,722)             (78,350)                        (688,026)

 Carrying Value                           (£)       (£)                    (£)                  (£)                 (£)                             (£)

 as at:
 30 June 2024                             602,500   2,143,358              -                    1,632               80,665                          2,828,155
 31 December 2024                         512,500   2,684,527              -                    838                 80,665                          3,278,530
 30 June 2025                             512,500   2,653,311              30,399               44                  48,450                          3,244,704

 

The Group has a lease contract for land it shall utilise to construct a 5MW
gas-fuelled power generation plant. The land is located at Bordersley,
Liverpool St. Birmingham.

 

The lease of the land has a lease term of 20 years, with an option to extend
for 10 years, which the Group has opted to include due to the highly likely
nature of extension as at the time of the original assessment.

 

The Group has another lease contract for land where it shall construct a 2.4MW
gas-fuelled power generation plant. The land is located at Stather Road,
Flixborough. The lease term is 25 years.

 

The Group's obligations under its leases are secured by the lessor's title to
the leased assets. The Group's incremental borrowing rate ranges between 8.44%
and 10.38%.

 

Note 8: Intangible assets

 

Intangible assets consist of separately identifiable assets or intellectual
property, acquired either through business combinations or through separate
asset acquisitions. These intangible assets are recognised at the respective
fair values of the underlying asset acquired or, where the fair value of the
underlying asset acquired is not readily available, the fair value of the
consideration.

 

The following reconciliation serves to summarise the composition of intangible
assets as at period end:

 

 Group                                  Rochdale Power (£)   ADV001 Hindlip Lane (£)   Total

                                                                                       (£)
 Carrying value as at 1 January 2024    150,273              247,506                   397,779
 Carrying value as at 30 June 2024      150,273              247,506                   397,779
 Disposal of Rochdale Power             (150,273)            -                         (150,273)
 Modification                           -                    (101)                     (101)
 Carrying value as at 31 December 2024  -                    247,405                   247,405
 Loss of control of subsidiary          -                    (247,405)                 (247,405)
 Carrying value as at 30 June 2025      -                    -                         -

 

Intangible assets are amortised once commercial production commences over the
remaining useful life of the project, which is estimated to be 20 years,
depending on the unique characteristics of each project.

Until such time as the underlying operations commence production, the Group
performs regular impairment reviews to determine whether any impairment
indicators exist.

 

One or more of the following facts or circumstances indicate that an entity
should test an intangible asset for impairment:

•     The period for which the entity has the right to develop the asset
has expired during the period or will expire in the foreseeable future;

•     The substantial expenditure on the asset in future is neither
planned nor budgeted.

•     Sufficient data exists to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the development
asset is unlikely to be recovered in full from successful development or by
sale.

 

Note 9: Investment in Associate

 

                                     Group          Group

                                     30 June 2025   30 June 2024
                                     (£)            (£)
 Opening balance 1 January 2025      -              -
 Additions                           166,667        -
 Share in loss of associate          (26,489)       -
 Closing balance as at 30 June 2025  140,178        -

 

MED signed a binding investment agreement (the "Investment Agreement") with
Powertree (Holdings) Ltd ("Powertree"). The Investment Agreement formalizes
the long-term partnership between MED and Powertree to deploy capital into the
portfolio of development flexible power generation projects that MED owns,
starting with its 7.5MW construction-ready Hindlip project (the "Growth
Capital Partnership").

 

Under the Investment Agreement, Powertree will invest up to £5,000,000 into
MED's Hindlip project (the "Investment Consideration"), resulting in the
Hindlip project being fully funded.

 

The Investment Consideration will consist of £500,000 for 75% of the fully
diluted ordinary equity of the Hindlip SPV, ADV 001 Ltd and, up to £4,500,000
will be by way of secured loan (the "Investor Loan") entered into between
Powertree (as the lender) and the Hindlip SPV (as the borrower).

 

MED shall retain 25% of the fully diluted ordinary equity of the Hindlip SPV
with no further funding obligations.

 

Note 10: Share Capital

 

The called up and fully paid share capital of the Company is as follows:

 

                                                  30 June           30 June                 31 December 2024 (£)

                                                  2025 (£)          2024 (£)
 Allotted, issued and fully paid shares
 426,354,067 Ordinary shares of £0.001 each       426,354           426,354                 426,354
                                                  426,354           426,354                 426,354

                                                  Number of Shares  Ordinary Share Capital  Share Premium

(£)
(£)
 Balance at 1 January 2024                        263,854,067       263,854                 13,183,277
 Issue of shares                                  162,500,000       162,500                 162,500
 Balance at 30 June 2024                          426,354,067       426,354                 13,345,777
 Adjustment to reserve                            -                 -                       (19,500)
 Balance at 31 December 2024                      426,354,067       426,354                 13,326,277
 Balance at 30 June 2025                          426,354,067       426,354                 13,326,277

 

Note 11: Reserves

 

Common control reserve

 

On 17 September 2020, the Company became the legal parent of Sloane
Developments Limited following completion of the acquisition of the entire
issued share capital of Sloane Developments Limited from Kibo Mining Cyprus
Limited at the time, a wholly owned subsidiary of Kibo Energy PLC. Following
the completion of the acquisition, the ultimate holding company, being Kibo
Energy PLC, retained control over Sloane Developments Limited.

 

As MED is only an investment holding company, incorporated for the purposes of
raising capital funding for its investee projects, and the majority
shareholder before and after the acquisition continued to be Kibo Energy PLC,
the transaction is considered to be a common control transaction, outside the
scope of IFRS 3, and seen as a capital reorganisation, where predecessor
valuation accounting was applied with regard to the incorporation of historic
financial information.

 

The common control reserve is the result of the predecessor valuation
accounting which was applied as a result of the common control transaction.

 

Non-controlling interest acquired

 

On 31 July 2020, Sloane Developments Limited, MAST Energy Projects Limited and
St. Anderton on Vaal Limited entered into the Share Exchange Agreement
relating to the acquisition by Sloane Developments Limited of the remaining
40% of the issued share capital of MAST Energy Projects Limited. Under the
Share Exchange Agreement, the Company will pay St Anderton on Vaal Limited the
sum of £4,065,586 payable by the issue of 36,917,076 ordinary shares of
£0.001 each in the Company. Completion of the Share Exchange Agreement was
subject to and conditional upon the Admission of MAST Energy Developments
Limited to the London Stock Exchange.

 

Following completion of the IPO on 14 April 2021, the Group acquired the
remaining equity interest in MAST Energy Projects Limited for the
consideration equal to 36,917,076 shares at a total value of £4,065,586. As
the controlling stake in the entity had already been acquired, the transaction
was seen as a transaction with owners and the financial impact recognised
directly in equity of £4,065,586.

 

The rationale for the transaction was to acquire the remaining equity within
MAST Energy Projects Limited in order to have the exclusive see-through equity
interest in the Bordersley project, held in the form of royalty and revenue
agreements between MAST Energy Projects Limited and Bordersley Power Limited,
from which MED could restructure the Group through its special purpose
vehicles (SPVs).

 

Warrant and share based payment reserve

 

On 7 May 2024, MAST Energy Developments PLC entered into warranty agreements
with financial institutions as part of convertible loan note financial
instruments.

The following warrants were in issue as at 30 June 2025:

 

 Date of grant  Issue date   Expiry date  Exercise price  Number Granted  Warrants exercisable
 18/05/2023     18/05/2023   18/05/2026   2.00p           2,255,656       2,255,656
 18/05/2023     18/05/2023   18/05/2026   2.00p           2,255,656       2,255,656
 18/05/2023     18/05/2023   18/05/2027   0.89p           20,575,813      20,575,813
 18/05/2023     18/05/2023   18/05/2027   1.77p           20,575,813      20,575,813
 18/05/2023     18/05/2023   18/05/2027   0.89p           20,575,812      20,575,812
 18/05/2023     18/05/2023   18/05/2027   1.77p           20,575,812      20,575,812

 29/05/2024     29/05/2024   29/05/2027   0.2p            9,750,000       9,750,000
                                                          96,564,562      96,564,562

 

 

                                         Group          Group

                                         30 June 2025   30 June 2025
                                         Quantity       (£)
 Opening balance as at 1 January 2024    86,814,562     380,741
 New warrants issued                     9,750,000      -
 Closing balance as at 30 June 2024      96,564,562     380,741
 Transfer from share premium             -              19,500
 Closing balance as at 31 December 2024  96,564,562     400,241
 Closing balance as at 30 June 2025      96,564,562     400,241

 

 

Note 12: Loan from related parties

 

                                                                   Group       Group       Group

                                                                   30 June     30 June     31 December 2024 (£)

                                                                   2025 (£)    2024 (£)
 Amounts falling due within one year:
 Kibo Mining (Cyprus) Limited                                      -           849,253     -
 Kibo Energy PLC - Management and administration services accrued  -           31,169      -
                                                                   -           880,422     -

 

The loan is unsecured, carries interest at 0% and is repayable on demand. The
carrying value of loans from related parties equals their fair value due
mainly to the short-term nature of the liability.

 

 

 

 

Note 13: Other financial liabilities

 

                                                       Liable Group Company  Group       Group       Group

30 June
30 June

           31 December 2024 (£)
                                                                             2025 (£)    2024 (£)

 Amounts falling due within one year:
 Convertible loan notes                                MED                   1,240,538   774,890     854,594
 Derivative liability                                  MED                   -           22,232      -
 Director's loan                                       MED                   77,041      265         84,327
 Loan-RiverFort                                        Sloane Developments   849,253     -           849,253
 Term loan-Powertree                                   Hindlip               -           -           70,230
 Term loan-RiverFort                                   Pyebridge             241,556     183,756     107,563
                                                                             2,408,388   981,143     1,965,967
 Amounts falling due between one year and five years:
 Term loan-RiverFort                                   Pyebridge             2,150,153   1,286,671   2,268,089
                                                                             2,150,153   1,286,671   2,268,089
                                                                             4,558,541   2,267,814   4,234,056

 

Convertible loan notes

Convertible loan notes included in short-term liabilities relate to two
unsecured loan facilities, which are repayable either through the issue of
ordinary shares or payment of cash by the Company.

These facilities have repayment periods of between 12 and 24 months.

The initial convertible loan notes (owing to Riverfort and Sanderson) was
settled in July 2025 after the Equity Fundraise where £5,000,000 gross
proceeds were raised. The Company entered into a full and final settlement
deed with the noteholders in relation to the Reprofiled Balance due. Per the
terms of the settlement deed, the Company paid £772,250 in cash to the
noteholders as settlement of the Reprofiled Balance. Further, it has been
agreed that any outstanding warrants due under the Reprofiling Agreement has
been waived by the noteholders. Moreover, as part of the full and final
settlement, the noteholders have agreed to release the fixed and floating
debenture security charges held over the MED Group.

 MED has entered into an interest-free CLN with a principal amount
of £350,000. The CLN is intended as a working capital bridge until
completion of the financing under the Equity Fundraise.

Term Loans

·    The "Term loan - Powertree" is payable by the Hindlip project SPV.
The loan was used to pay the Capacity Market deposit. This loan is payable in
full during the 2025 financial year and bears interest at 10% per annum. This
term loan has been rolled up into the investment agreement after year-end.

·    The "Term loan - RiverFort" is payable by the Pyebridge SPV. The
funding was used to overhaul the 2 engines at Pyebridge. The loan consists of
three separate drawdowns all repayable during the 2026 financial year and bear
interest at 12% per annum.

·    The "Loan - Riverfort" is the historic shareholder loan owing by the
Company to its former parent company, Kibo Energy PLC ("Kibo"), which Kibo
sold to RiverFort during 2024. This loan has no fixed repayment terms and is
repayable on demand and bears no interest

After period end, during July 2025, all the loans listed above as payable by
MED and Hindlip was repaid.

Director's loan and accrued interest on director's loan

The director's loan consists of interest payable on a director's loan which is
to be settled in cash. The interest is accrued at 7% per annum.

Derivatives

The derivative liability is derived from the convertible loan notes. The
convertible feature within the convertible loan notes enables the noteholders
to convert the notes into a fixed number of shares at the Fixed Premium
Payment Price ('FPPP'). This price does have variability, although the FPPP is
set at the reference Price. In the event that a share placing occurs at below
the reference Price, the FPPP will be the share placing price (round down -
feature). The conversion includes an embedded derivative as its value moves in
relation to the share price (through a placing price) and it is not related to
the underlying host instrument, the debt. The effect is that the embedded
derivative is accounted for separately at fair value.

Note 14: Related parties

Related parties of the Group comprise subsidiaries, significant shareholders
and the Directors.

 

Relationships

 

Board of Directors/ Key Management

 

 Name             Relationship (Directors of:)
 Paul Venter      PSCD Power 1 Ltd
 Louis Coetzee    Kibo Energy PLC and Katoro Gold PLC (up to July 2024)
 Dominic Traynor  Druces LLP (up to November 2024)
 Pieter Krügel    Chief Executive Officer
 Noel O'Keeffe    Director of subsidiaries Sloane Developments Limited, ARL018 Ltd and Sloane
                  Energy Limited

 

Other entities over which Directors/Key Management or their close family have
control or significant influence:

 

 Name                                Relationship
 PSCD Power 1 Ltd:                   The Director of PSCD Power 1 Ltd is also a Director of MAST Energy
                                     Developments PLC. Significant shareholder.
 Kibo Mining (Cyprus) Limited        Kibo Mining (Cyprus) Limited was the majority shareholder of MAST Energy
                                     Developments PLC (Up to September 2024)
 Kibo Energy PLC                     Ultimate shareholder (Up to September 2024)
 Associated by fellow directorship:  Kibo Mining (Cyprus) Limited (Up to July 2024)
                                     Focus Xplore PLC (Up to June 2024)

 

MAST Energy Developments PLC is a shareholder of the following companies and,
as such, are considered related parties:

 

Directly held subsidiaries:
Sloane Developments Limited

Indirectly held subsidiaries:                      ARL
018 Limited

Bordersley Power Ltd

Pyebridge Power Ltd

Sloane Energy Ltd

 

 

 

 

Balances and transactions

 

 Name                                                                           Balance at  Balance at  Balance at

                                                                                30 June     30 June     31 December 2024 (£)

                                                                                2025 (£)    2024 (£)
 Kibo Energy PLC - Loan from related parties owing(1)                                       849,253     -
 Kibo Energy PLC - Management and administration services accrued(1)            -           31,170      31,170
 Paul Venter - Director's loan owing (share reserve)                            -           81,329      -
 Paul Venter - Director's loan owing (liability)                                77,041      265         84,327
 Paul Venter - Director's remuneration due                                      45,500      -           43,500
 Louis Coetzee- Director's remuneration due(1)                                  -           -           47,550
 Dominic Traynor- Director's remuneration due(1)                                -           -           48,018
 Pieter Krugel- Director's remuneration due                                     39,962      -           43,844
 Noel O'Keeffe- Director's remuneration due                                     -                       4,500
 Focus Xplore PLC - Receivable for management services paid on Focus Xplore's   -           2,721       4,246
 behalf(1)
 Druces LLP - Supplier balance for professional services(1)                     -           86,315      52,675

 (1 - The balances are disclosed as zero because they were not related parties
 anymore at 30 June 2025.)

 

Note 15: Post Statement of Financial Position events

 

The Company announced on 11 July 2025 (further to its RNS announcements
of 23 May 2025 and most recently 9 July 2025 respectively), all
conditions in respect of the Equity Fundraise have been satisfied and the
Equity Fundraise has successfully completed subject to admission and
settlement.

 

The Equity Fundraise (including the CLN) has delivered gross proceeds
of £5 million, putting the Company in a strong financial position from
which to advance its current Flexible Generation Power build-out strategy
to develop or acquire a portfolio of up to 300+ MW generating capacity.

 

Note 16: Commitments and contingencies

 

The Group does not have identifiable material commitments and contingencies as
at the reporting date.

 

Note 17: Principal risks

 

The realisation of the various projects is dependent on the successful
completion of technical assessments, project development and project
implementation and is subject to a number of significant potential risks
summarised as follows, and described further below:

•     Funding risks;

•     Regulatory risks;

•     Commodity risks;

•     Development and construction risks;

•     Staffing and key personnel risks; and

•     Information technology risks.

 

Funding risks

There can be no assurance that funds will continue to be available on
reasonable terms, or at all in future, and that projects will be completed
within the anticipated timeframes to supplement cashflows through operational
activities. Any equity funding may be subject to shareholder approvals in line
with legal and regulatory requirements as appropriate. Refer to note 4 for a
detailed description around funding risks in the going concern assessment.

 

Regulatory risks

The United Kingdom power sector has undergone a number of considerable
regulatory changes over the last few years and is now at a state of transition
from large fossil-fuel plants to a more diverse range of power generation
sources including renewables, small, distributed plants and new nuclear. As a
result, there is greater regulatory involvement in the structure of the UK
power market than has been the case over the last 20 years. Therefore, there
remains a risk that future interventions by Ofgem or Government could have an
adverse impact on the underlying assets that the Group manages and/or owns.
The Company continually monitors this risk and, where possible, acts
proactively to anticipate and mitigate any regulatory changes that may have an
adverse impact on the ongoing financial viability of its projects. In order to
monitor compliance with evolving UK government energy regulations, the Company
subscribes to relevant environmental and energy regulation bodies updates
which management reviews and makes recommendations to the Board in terms of
mitigation that may be required should it become aware of any pending
regulatory changes that may threaten the economic viability of its projects.

 

Commodity Risks

The assets that the Group manages and owns will receive revenue from the sale
of energy to the wholesale market or to end users at a price linked to the
wholesale power market price. Fluctuations in power prices going forward will
affect the profitability of the underlying reserve power assets. The Group
will also use its skills, capabilities and knowledge of the UK power market in
order to optimise these wholesale revenues. The Group's ability to effectively
manage price risk and maximise profitability through trading and risk
management techniques will have a considerable impact on revenues and returns.

 

Development and Construction Risks

The Group will continue to develop new project sites that includes obtaining
planning permission, securing land (under option to lease or freehold), and
obtaining gas and grid connections. The Group will also oversee the
construction of these projects where needed.

 

Risks to project delivery include damage or disruption to suppliers or to
relevant manufacturing or distribution capabilities due to weather, natural
disaster, fire, terrorism, pandemic, strikes or other reasons that could
impair the Groups ability to deliver projects on time.

 

Failure to take adequate steps to mitigate the likelihood or potential impact
of development and construction setbacks, or to effectively manage such events
if they occur, could adversely affect the Group's business or financial
results. There are inherent risks that the Group may not ultimately be
successful in achieving the full development and construction of every site
and sunk costs could be lost. However, the risk is mitigated as the Group
targets shovel ready sites that adhere to specific requirements, coupled with
an experienced senior management team.

 

Staffing and Key Personnel Risks

Personnel are our only truly sustainable source of competitive advantage and
competition for key skills is intense, especially around science, technology,
engineering and mathematics (STEM) disciplines. While the Group has good
relations with its employees, these relations may be impacted by various
factors. The Group may not be successful in attracting, retaining, developing,
engaging and inspiring the right people with the right skills to achieve our
growth ambitions, which is why staff are encouraged to discuss with management
matters of interest to the employees and subjects affecting day-to-day
operations of the Group.

 

Information Technology Risks

The Group relies on information technology ('IT') in all aspects of its
business. Any significant disruption or failure, caused by external factors,
denial of service, computer viruses or human error could result in a service
interruption, accident or misappropriation of confidential information.
Process failure, security breach or other operational difficulties may also
lead to revenue loss or increased costs, fines, penalties, or additional
insurance requirements. The Group continues to implement more cloud-based
systems and processes, and improve cyber security protocols and facilities to
mitigate the risk of data loss or business interruption.

 

Note 18: Use of estimates and judgements

 

The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.

 

In particular, there are significant areas of estimation, uncertainty and
critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements.

 

Estimation uncertainty:

 

Information about estimates and assumptions that may have the most significant
effect on recognition and measurement on assets, liabilities and expenses is
provided below:

 

Impairment assessment of investments in subsidiaries, property plant and
equipment and intangible assets

 

In applying IAS 36, impairment assessments are performed whenever events or
changes in circumstances indicate that the carrying amount of an asset or CGU
may not be recoverable.

 

A cash-generating unit (CGU) is defined as the smallest identifiable group of
assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets.

 

Estimates are made in determining the recoverable amount of assets which
includes the estimation of cash flows and discount rates used. In estimating
the cash flows, management bases cash flow projections on reasonable and
supportable assumptions that represent management's best estimate of the range
of economic conditions that will exist over the remaining useful life of the
assets. The discount rates used reflect the current market assessment of the
time value of money and the risks specific to the assets for which the future
cash flow estimates have not been adjusted.

During the period no impairments have been identified.

 

Useful life of intangible assets

Amortisation is charged on a systematic basis over the estimated useful lives
of the assets after taking into account the estimated residual values of the
assets. Useful life is either the period of time over which the asset is
expected to be used or the number of production or similar units expected to
be obtained from the use of the asset.

 

Leases - Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease,
therefore, it uses its incremental borrowing rate (IBR) to measure lease
liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a
similar economic environment. The IBR therefore reflects what the Group 'would
have to pay', which requires estimation when no observable rates are available
or when they need to be adjusted to reflect the terms and conditions of the
lease. The Group estimates the IBR using observable inputs (such as market
interest rates) when available and is required to make certain entity-specific
estimates.

Useful life of property, plant and equipment

The depreciable amounts of assets are allocated on a systematic basis over
their useful lives. In determining the depreciable amount, management makes
assumptions in respect of the residual value of assets based on the expected
estimated amount that the entity would currently obtain from disposing the
asset, after deducting the estimated costs of disposal. If an asset is
expected to be abandoned, the residual value is estimated at nil. In
determining the useful lives of assets, management considers the expected
period of use of assets, expected physical wear and tear, legal or similar
limits of assets such as rights, condition and location of the asset as well
as obsolescence.

 

Environmental rehabilitation provisions

The Company recognises that its activities require it to have regard to the
potential impact that it, its subsidiaries and partners may have on the
environment. Where energy development projects are undertaken, care is taken
to limit the amount of disturbance and where any remediation works are
required, they are carried out as and when required.

Once commercial production is undertaken, the Group ensures adequate
provisions or rehabilitation, and decommissioning is made in accordance with
the relevant laws and regulations.

 

Fair value estimation of financial instruments

The determination of fair value for financial instruments involves significant
judgment and estimation, particularly where observable market data is not
available. The fair value measurements are categorized within a three-level
hierarchy based on the observability of the inputs used in the valuation. For
financial instruments classified within Level 3 of the fair value hierarchy,
where unobservable inputs are significant, the valuation process involves the
use of assumptions about market participant behaviour, including estimates of
future cash flows, discount rates, and other factors that may vary with
economic conditions.  Management regularly reviews these estimates and
assumptions to ensure that they reflect current market conditions and are
reasonable and supportable. Only Level 1 and 2 inputs were provided for the
financial instrument for the six month periods ended 30 June 2025 and 30 June
2024 and the year ended 31 December 2024.

 

Warrants

For such grants of share options or warrants qualifying as equity-settled
share-based payments, the fair value as at the date of grant is calculated
using the Black-Scholes option pricing model, taking into account the terms
and conditions upon which the options or warrants were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share
options or warrants that are likely to vest, except where forfeiture is only
due to market-based conditions not achieving the threshold for vesting.

 

Critical judgements:

 

Information about critical judgements that may have the most significant
effect on recognition and measurement on assets, liabilities and expenses is
provided below:

 

Going Concern

The Groups current liabilities exceed its current assets as at 30 June 2025,
which contributes significantly to the material uncertainty related to the
going concern assumption applied in preparation of the financial statements.
In determining whether or not the Group is able to continue as a going concern
for the foreseeable future, management applies judgement in identifying the
matters that give rise to the existence of the material uncertainty and in
developing responses thereto in order to address the risk of material
uncertainty. Refer Note 4.

 

Note 19: Financial instruments - Fair value and risk management

 

The Group's principal financial instruments comprise cash. The main purpose of
these financial instruments is to provide finance for the Group's operations.
The Group has various other financial assets and liabilities such as other
receivables and trade payables, which arise directly from its operations.

 

It is, and has been throughout the 2025 and 2024 financial period, the Group's
policy not to undertake trading in derivatives. The Group may however
recognise derivative liabilities arising from convertible instruments.

 

The main risks arising from the Group's financial instruments are credit risk,
liquidity risk, interest rate risk and capital risk. Management reviews and
agrees policies for managing each of these risks which are summarised below.

 

 

 Financial instruments are:                                  Balance at     Balance at     Balance at

                                                             30 June 2025   30 June 2024   31 Dec 2024

                                                             (£)            (£)            (£)
 Financial assets at amortised cost
 Trade and other receivables                                 90,971         131,723        364,469
 Cash                                                        148,227        251,988        146,446

 Total financial assets                                      239,198        383,711        510,915

 Financial liabilities at amortised cost
 Loans from related parties                                  -              (880,422)      -
 Trade payables                                              (489,696)      (620,172)      (696,049)
 Lease liability                                             (373,017)      (412,301)      (345,016)
 Other financial liabilities                                 (4,558,541)    (1,470,692)    (4,234,056)

 Financial liabilities at fair value through profit or loss
 Other financial liabilities                                 -              (774,890)      -
 CLN Derivative liabilities                                  -              (22,232)       -

 Total financial liabilities                                 (5,421,254)    (4,180,709)    (5,275,121)
 Total financial instruments                                 (5,182,056)    (3,796,998)    (4,764,206)

 

Fair value measurement and fair value hierarchy

The fair value of financial instruments is determined using the following fair
value hierarchy, which categorizes the inputs used in valuation techniques
into three levels:

·    Level 1: Quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement date.

·    Level 2: Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly. This
includes:

o  Quoted prices for similar assets or liabilities in active markets.

o  Quoted prices for identical or similar assets or liabilities in markets
that are not active.

o  Inputs other than quoted prices that are observable for the asset or
liability (e.g., interest rates, yield curves, credit spreads).

o  Market-corroborated inputs.

·    Level 3: Unobservable inputs for the asset or liability. This level
applies to fair value measurements where observable inputs are not available,
requiring the use of significant judgment or estimation. These inputs reflect
the entity's own assumptions about the assumptions market participants would
use in pricing the asset or liability.

 

 

 

 

 

 

 

The fair value hierarchy has been applied to the financial instruments as
follows:

 

 Financial instruments are:                                  Balance at     Balance at     Balance at

                                                             30 June 2025   30 June 2024   31 Dec 2024

                                                             (£)            (£)            (£)
 Financial assets at amortised cost
 Level 2 inputs                                              239,198        383,711        510,915

 Total financial assets                                      239,198        383,711        510,915

 Financial liabilities at amortised cost
 Level 2 inputs                                              (5,421,254)    (3,383,587)    (5,275,121)

 Financial liabilities at fair value through profit or loss
 Level 1 inputs                                              -              (797,122)      -

 Total financial liabilities                                 (5,421,254)    (4,180,709)    (5,275,121)
 Total financial instruments                                 (5,182,056)    (3,796,998)    (4,764,206)

 

 

Credit risk

Credit risk refers to the risk that a counter party will default on its
contractual obligations resulting in financial loss to the Group. As the Group
has minimal sales to third parties, this risk is limited.

 

The Group's financial assets comprise receivables and cash and cash
equivalents. The credit risk on cash and cash equivalents is limited because
the counterparties are banks with high credit-ratings assigned by
international credit rating agencies. The Group's exposure to credit risk
arise from default of its counterparty, with a maximum exposure equal to the
carrying amount of cash and cash equivalents in its consolidated statement of
financial position.

 

The Group does not have any significant credit risk exposure to any single
counterparty or any Group of counterparties having similar characteristics.
The Group defines counterparties as having similar characteristics if they are
connected or related entities.

 

The expected credit losses for the Group are £Nil for the six-month period
ended 30 June 2025 (June and December 2024: £Nil).

 

Financial assets exposed to credit risk at period end were as follows:

 

 Financial assets are:        Balance at     Balance at    Balance at

                              30 June 2025   30 Jun 2024   31 Dec 2023

                              (£)            (£)           (£)
 Trade and other receivables  90,971         131,723       364,469
 Cash                         148,227        251,988       146,446

 Total financial assets       239,198        383,711       510,915

 

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has built an appropriate liquidity risk management framework
for the management of the Group's short, medium and long-term funding and
liquidity management requirements.

 

The Group manages liquidity risk by maintaining adequate reserves and by
continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. Cash forecasts are
regularly produced to identify the liquidity requirements of the Group.

 

The Group's financial liabilities' contractual cashflows as at 30 June 2025
were:

 

 Group (£)                    Within 1 year  Later than 1 year but within 5 years  Later than 5 years
 At 30 June 2025
 Loans from related parties   -              -                                     -
 Trade and other payables     489,696        -                                     -
 Other financial liabilities  2,408,388      2,150,153                             -
 Lease Liabilities            35,729         116,120                               221,167
                              2,933,813      2,266,273                             221,167

 At 30 June 2024
 Loans from related parties   -              -                                     -
 Trade and other payables     620,172        -                                     -
 Other financial liabilities  958,911        1,286,671                             -
 Lease Liabilities            39,826         159,304                               835,379
                              1,618,909      1,445,975                             835,379
 At 31 December 2024
 Loans from related parties   -              -                                     -
 Trade and other payables     696,049        -                                     -
 Other financial liabilities  2,000,391      2,652,739                             -
 Lease Liabilities            32,866         79,652                                931,464
                              2,729,306      2,732,391                             931,464

 

Interest rate risk

The Group and Company does not have significant exposure to the risk of
changes in market interest rates relating to holdings of cash and short term
deposits. It is the Group and Company's policy as part of its management of
the budgetary process to place surplus funds on short term deposit in order to
maximise interest earned.

 

Group Sensitivity Analysis:

Currently no significant impact exists due to possible interest rate changes
on the Company's interest bearing instruments.

 

Capital risk management

The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance.

 

The Group manages its capital structure and makes adjustments to it, in light
of changes in economic conditions. To maintain or adjust its capital
structure, the Group may adjust or issue new shares or raise debt. No changes
were made in the objectives, policies or processes during the six-month period
ended 30 June 2025. The capital structure of the Group consists of equity
attributable to equity holders of the parent, comprising issued capital,
reserves and retained losses as disclosed in the consolidated statement of
changes in equity.

 

Fair values

The carrying amount of the Group and Company's financial assets and financial
liabilities recognised at amortised cost in the financial statements
approximate their fair value. For those assets held at fair value (such as CLN
derivative liabilities), they are remeasured at the reporting date.

 

Hedging

At 30 June 2025, the Group had no outstanding contracts designated as hedges.

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