REG - Metals Exploration - Interim Results
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RNS Number : 9300X Metals Exploration PLC 04 September 2025
METALS EXPLORATION PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
Metals Exploration plc (AIM: MTL) ("Metals Exploration", the "Company" or,
together with its subsidiaries, the "Group"), a gold production, exploration
and development company with assets in the Philippines and Nicaragua,
announces its unaudited interim results for the six months ended 30 June 2025
("H1 2025"). The results will be made available on the Company's website at
www.metalsexploration.com (http://www.metalsexploration.com) .
Highlights
· H1 2025 record positive free cash flow of US$70.7 million (H1
2024: US$46.4 million);
· H1 2025 earnings before tax, interest, depreciation,
amortisation, impairment and share-based charges of US$72.3 million (H1 2024:
US$47.2 million);
· H1 2025 gold production of 40,985 ounces ("oz") (H1 2024: 42,535
oz);
· H1 2025 gold recoveries of 91.4% (H1 2024: 89.6%);
· Acquisition of Condor Gold plc completed on 15 January 2025; and
· Commencement of construction and development of the La India gold
project in Nicaragua.
Production Summary
Runruno Project
Production Summary Actual Actual Actual
Units 6 Months to 6 Months to 12 Months to
30 June 2025 30 June 2024 31 December 2024
Mining
Ore Mined Tonnes 1,028,333 1,172,930 2,055,871
Waste Mined Tonnes 4,889,310 4,849,036 9,293,694
Total Mined Tonnes 5,917,643 6,021,966 11,349,565
Au Grade Mined g/tonne 1.54 1.37 1.46
Strip Ratio 4.65 4.07 4.40
Processing
Ore Milled Tonnes 1,041,486 1,099,159 2,150,429
Gold (Au) Grade g/tonne 1.34 1.34 1.34
Sulphur Grade % 1.18 1.35 1.35
Au Milled (contained) Ounces 44,841 47,489 92,752
Recovery % 91.4 89.6 90.5
Au Poured Ounces 40,985 42,535 83,897
Sales
Au Sold Ounces 41.240 41,589 82,676
Au Price US$/oz 2,884 2,190 2,312
Darren Bowden, CEO of Metals Exploration, commented:
"The first half of 2025 was a hugely successful period in which we achieved
record free cashflow and strong revenues from our operations at Runruno and
continued to execute our strategy of becoming a multi-project company
following the completion of the acquisition of Condor Gold targeting first
production at the La India gold project by Q4 2026."
"At Runruno, we produced 40,985 ounces of gold during the period, resulting in
revenue of $118.9 million and record free cash flow of $70.7 million. As
always, I am grateful to our in-country team for their diligence and
dedication to ensuring the project's success. Our excellent financial
performance was also supported by the current favourable gold price
environment."
"Since acquiring Condor, we have carried out an aggressive development
programme at La India. This includes awarding the majority of the contracts
required to complete construction of the project, and agreements to relocate
artisanal miners. We purchased the Rock Creek gold ore processing and
concentrating plant, which I am pleased to report has now arrived in Nicaragua
and will be transported to the project area during September. Purchasing the
plant allows us to fast track project development, saving considerable
development time."
"La India was previously outlined as having a 2.2 million oz gold resource by
Condor. The Board believes there is significant upside potential through a
combination of an expansion of existing Mineral Resources and potential new
discoveries. The Company has committed to a minimum 40,000 metre drill
programme within the next five years to further explore the potential of the
La India district and unlock further value here."
"Following receipt of the Dupax exploration licence, 20km from Runruno, we
have now commenced an IP survey in parallel with a 2,500 metre drill
programme. We are excited about the potential that Dupax offers, and look
forward to updating shareholders with the results of the exploration campaign.
The discovery of an economic resource at Dupax could result in the extension
of ore processing operations at Runruno. In addition, drill programmes for
three key initial target areas of the Abra project have been designed, and are
expected to commence in Q1 2026."
"In both the Philippines and Nicaragua, our aim is to create a net-positive
impact for stakeholders and local communities, with strong community
engagement at the forefront of our operations. We are pleased to have
continued with the initiatives in Nicaragua previously implemented by Condor.
Our goal is to build on this and further strengthen these relationships as we
move towards production at La India."
"I look forward to providing further updates on the status of development at
La India, mining operations at Runruno, and the exploration campaign at
Dupax."
Corporate
Condor Gold plc Acquisition
On 15 January 2025, the Company completed the acquisition of 100% of Condor
Gold plc ("Condor") via a court sanctioned Scheme of Arrangement. Condor is
the 100% owner of an extensive highly prospective tenement package in
Nicaragua, including the La India gold resource.
Being the Company's first acquisition outside of the Philippines, this
acquisition is a major step in transforming the Group into a multi-project
company. After taking control of Condor, the Company embarked on an aggressive
development programme with the aim of having the La India gold project
producing gold before the end of Q4 2026, which will coincide with the
finalisation of mining activities at the Runruno mining licence area.
For further information on the acquisition of Condor, please refer to Note 12
of this report and to various previous announcements in relation to the Condor
acquisition, which can be found on the Company's website
(https://metalsexploration.com/investors/recommended-offer-for-condor-gold-plc-2/)
.
Nicaragua
La India Development
The La India project is approximately a two hour drive from the Nicaraguan
capital city, Managua. Drilling of these areas by Condor had previously
outlined a 2.2 million ounce ("Moz") gold resource in and around the La India
project area. The initial La India project was construction ready when the
Company acquired Condor. Key Spanish speaking executives were recruited to
bolster the Nicaraguan in-country management team and development planning
commenced upon the completion of the Condor takeover.
A 'ground-breaking' ceremony held at La India on 7 May 2025 attracted
significant media interest in Nicaragua, which has assisted in building
credibility with both government and community leaders in Nicaragua.
Significant activities undertaken during H1 2025 included:
· Recruitment of key executives/managers;
· Agreement on the process and compensation to relocate all local
artisanal miners from the La India proposed open-cut profile area;
· Purchase of the Rock Creek gold ore processing and concentrating
plant (including crushers, conveyors, grinding ball mill, gravity circuit,
elution, smelting equipment and laboratory), including all components and
construction drawings. At the date of this report, this plant has arrived in
Nicaragua, via ocean transport, and is proceeding through the necessary
custom's clearances;
· Commencement of geo-technical and in-fill drilling at La India on
23 April 2025;
· Commencement of bulk earthworks which were 30% complete by the
period end;
· Commencement of construction of the camp and various support
building structures;
· Awarding the majority of the material contracts required to
complete the construction of the La India project;
· Maintained the strong local community engagement initiatives
previously implemented by Condor; and
· Introduction of a strong commitment to health and safety with no
lost time incidents having occurred at La India since the Company took control
of Condor.
La India Exploration
Under the terms of the Condor takeover, the Condor Contingent Value Right
("CVR") holders will potentially receive further consideration should drilling
on the Condor exploration tenements increase the gold resource base above
3.158 Moz within the five year period after the first drill was mobilised to
the La India project site. Further, Metals Exploration committed to a minimum
40,000 metre drill programme on the Condor exploration tenements in this
period. The first drill rig mobilised to the La India project on 23 April
2025, and in the period to 30 June 2025, 2,274 metres of drilling had been
completed.
Philippines
Review of Runruno Gold Mine Operations
Health and Safety
Runruno's exceptional safety record of over 26 million hours worked without a
lost time injury ("LTI") ended on 30 March 2025 when a fuel line to an oxygen
tank ruptured and caught fire. An employee suffered burns however, he has made
a full recovery and has returned to full-time work. This was the Company's
first lost time incident since December 2016. No other LTI's were recorded in
the half-year. Notwithstanding the above-noted incident, the Company remains
incredibly proud of its exceptional safety record, and all employees and
contractors are to be congratulated on this ongoing achievement.
Finance
Gold sales were 41,240 oz for revenues of US$118.9 million (H1 2024 41,589 oz
for revenues of US$91.1 million) at an average price of US$2,884 per oz (H1
2024 US$2,190 per oz), resulting in a record positive free cash flow of
US$70.7 million (H1 2024: US$46.4 million).
During H1 2025, the Group repaid the principal and interest in respect of the
£5.5 million short-term loan provided by its significant shareholder, Drachs
Investments No 3 Limited, via a transfer from Treasury of 94,127.854 Ordinary
Shares at an issue price of 6p per share. Accordingly, the Group remains debt
free.
Mining
Mining production of ore and waste was higher than forecast at 5.9 million
tonnes ("Mt") for H1 2025 (H1 2024: 6.0Mt) due to short haulage distances.
Total ore mined was slightly lower at 1.0Mt (H1 2024: 1.2Mt), at a higher
grade of 1.54 grammes per tonne ("g/t") (H1 2024: 1.37g/t). Updated forecasts
have confirmed that mining operations at Runruno will cease in Q4 2026.
Process plant
Stable operations were delivered during H1 2025, leading to gold production of
40,985 oz (H1 2024: 42,535 oz). Throughput for H1 2025 was on budget at 1.04Mt
(H1 2024: 1.10Mt) at a head grade of 1.34g/t (H1 2024: 1.34g/t).
While a higher average overall gold recovery rate of 91.4% was achieved in H1
2025 (H1 2024: 89.6%), it is expected that the average recovery rate for H2
2025 will drop due to the processing of oxide ore from Stages 5 and 6 of the
mine.
Unplanned process plant downtime during H1 2025 did not materially interrupt
production and consisted mainly of power interruptions, MCC interconnection
power line replacement, repairs to the return discharge line and final tails
line, conveyor belts, rollers and trommel panel screens.
Post-period end, the Company paused processing of ore for approximately six
weeks to allow new process monitoring and production procedures to be
implemented following outside cyanide contamination impacting the BIOX
circuit.
The Company discovered that the sources of cyanide contamination has been
attributed to recent activities of illegal miners both within Stages 5-6 of
the Runruno mine and upstream from Runruno. Refer to the Company's
announcement dated 28 August 2025
(https://irtools.co.uk/42/story/0eb319c9-2924-4345-a460-d72ab125273f) .
Despite this set back, as at the date of this report, no amendment to the
Company's FY2025 production forecast is required, albeit the expectation is
that the final outcome will be towards the lower end of the forecast range of
70,000 - 75,000 ounces.
Residual Storage Impoundment ("RSI")
The RSI is operating to design with an excellent environmental performance
record, with the dam water freeboard well above design limits.
Construction of the RSI final in-rock spillway continues and is expected to be
completed in Q2 2026. The day-to-day performance of the RSI, including the
construction of the final in-rock spillway, is continuously monitored by an
independent international consulting group.
Community & Government Relations
Productive relations with both the community and the Philippine government
continue.
Sustainability
On 4 April 2025, the Company released its 2024 Sustainability Report, which
covers its sustainability performance in the Philippines for the year ended 31
December 2024. The report, in its fifth edition, has been updated from
biennial to annual to further enhance transparency and accountability, can be
found upon the Company website.
Philippine Exploration
Dupax Project
In August 2025, the Dupax exploration licence EPA-000168, covering
approximately 3,100 hectares approximately 20 kilometres southwest of the
Company's existing Runruno ore processing facility in Runruno, was issued.
Post period-end, an Induced Polarisation ("IP") ground geophysics survey and a
c. 2,500 metre drill programme commenced. For further information, please
refer to the Company's announcement dated 6 August 2025
(https://irtools.co.uk/42/story/23130be7-c631-42d1-95ca-687a5e8988e7) .
Abra Project
Three main copper and copper-gold exploration targets in the Abra project area
have been identified from geochemistry and geophysical surveys. Drill
programmes for the initial three key target areas of the Abra project area
have been designed, however, the Company does not expect these programmes to
start until Q1 2026 to allow the National Commission for Indigenous Peoples
("NCIP") to further advance, and finalise, their consultation activities with
the impacted local indigenous communities.
For further information please visit or contact www.metalsexploration.com
(http://www.metalsexploration.com)
Metals Exploration PLC
Via BlytheRay +44 (0) 207 138 3204
Nominated & Financial Adviser: STRAND HANSON LIMITED
James Spinney, James Dance, Rob Patrick +44 (0) 207 409 3494
Joint Broker: HANNAM & PARTNERS
Matt Hasson, Franck Nganou +44 (0) 207 907 8500
Joint Broker: PANMURE LIBERUM
Scott Mathieson, Amrit Mahbubani, Zak Wadud +44 (0) 203 100 2000
Public Relations: BLYTHERAY
Megan Ray, Said Izagaren +44 (0) 207 138 3204
Forward Looking Statements
Certain statements relating to the estimated or expected future production,
operating results, cash flows and costs and financial condition of Metals
Explorations, planned work at the Company's projects and the expected results
of such work contained herein are forward-looking statementswhich are based on
current expectations, estimates and projections about the potential returns of
the Group, industry and markets in which the Group operates in, the Directors'
beliefs and assumptions made by the Directors. Forward-looking statements are
statements that are not historical facts and are generally, but not always,
identified by words such as the following: "expects", "plans", "anticipates",
"forecasts", "believes", "intends", "estimates", "projects", "assumes",
"potential" or variations of such words and similar expressions.
Forward-looking statements also include reference to events or conditions that
will, would, may, could or should occur. Information concerning exploration
results and mineral reserve and resource estimates may also be deemed to be
forward-looking statements, as it constitutes a prediction of what might be
found to be present when and if a project is actually developed.
These statements are not guarantees of future performance or the ability to
identify and consummate investments and involve certain risks, uncertainties
and assumptions that are difficult to predict, qualify or quantify. Among the
factors that could cause actual results or projections to differ materially
include, without limitation: uncertainties related to raising sufficient
financing to fund the planned work in a timely manner and on acceptable terms;
changes in planned work resulting from logistical, technical or other factors;
the possibility that results of work will not fulfil projections/expectations
and realize the perceived potential of the Company's projects; uncertainties
involved in the interpretation of drilling results and other tests and the
estimation of gold reserves and resources; risk of accidents, equipment
breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the possibility of environmental issues at the Company's
projects; the possibility of cost overruns or unanticipated expenses in work
programs; the need to obtain permits and comply with environmental laws and
regulations and other government requirements; fluctuations in the price of
gold and other risks and uncertainties.
The Company expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the, AIM Rules.
CONDENSED CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME for the six
months ended 30 June 2025
Notes 6 month period ended 30 June 2025 (unaudited) 6 month period ended Year ended
30 June 2024 (unaudited) 31 December 2024 (audited)
US$ US$ US$
Continuing Operations
Revenue 118,948,548 91,085,493 191,149,615
Cost of sales 6 (83,275,388) (73,353,868) (128,630,976)
Gross profit 35,673,160 17,731,625 62,518,639
Administrative expenses (6,529,654) (5,598,788) (8,984,213)
Operating profit 29,143,506 12,132,837 53,534,426
Impairment gain/(loss) 6 4,937,917 49,712,946 (9,065,277)
Other income/expenses 7 (18,798,365) (701,849) (3,319,103)
Provision for gain/(loss) on derivatives 1,535,541 (2,716,439) (6,521,465)
Share of (loss)/profit of associates (3,458) (4,645) 12,030
Profit before tax 16,815,141 58,422,850 34,640,611
Tax (expense)/benefit (309,234) 63,576 (9,064,743)
Profit for the period 16,505,907 58,486,426 25,575,868
Non-controlling interest 9,301 - 10,211
Profit for the period attributable to equity holders of the parent 16,515,208 58,486,426 25,586,079
Other comprehensive income:
Items that may be re-classified subsequently
to profit or loss:
Exchange differences on translating foreign operations (646,177) (749,907) (1,545,017)
Items that will not be re-classified subsequently
to profit or loss:
Re-measurement of pension liabilities - - (320,892)
Total comprehensive profit for the period attributable to equity holders of 15,869,031 57,736,519 23,720,170
the parent
Earnings per voting share: 8
Basic cents per voting share 0.55 2.78 1.29
Diluted cents per voting share 0.52 2.78 1.28
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
as at 30 June 2025
Notes 30 June 2025 (Unaudited) 30 June 2024 (Unaudited) 31 December 2024 (Audited)
US$ US$ US$
Non-current assets
Property, plant and equipment 85,674,859 155,968,686 93,544,640
Other assets 12 92,969,213 - 620,331
Investment in associate companies 129,953 116,736 133,411
Trade and other receivables 17,288,365 19,807,825 19,750,486
196,062,390 175,893,247 114,048,868
Current assets
Inventories 17,348,922 20,795,474 18,122,391
Trade and other receivables 13,346,673 9,950,924 10,891,450
Cash and cash equivalents 45,916,669 6,578,641 31,224,696
Provision for gain on derivatives 265,503 - -
76,877,767 37,325,039 60,238,537
Non-current liabilities
Trade and other payables (70,850) (70,850) (70,850)
Retirement benefits obligations (3,154,594) (2,471,289) (3,154,594)
Provision for loss on derivatives - (361,400) -
Deferred tax liabilities (557,047) (481,120) (557,047)
Provision for mine rehabilitation (4,302,525) (4,161,553) (4,270,571)
Condor contingent value rights 12 (14,400,000) - -
(22,485,016) (7,546,212) (8,053,062)
Current liabilities
Trade and other payables (9,654,958) (11,284,917) (18,924,024)
Loans - current portion - - (6,890,400)
Provision for loss on derivatives (5,610,776) (2,709,923) (6,869,769)
(15,265,734) (13,994,840) (32,684,193)
Net assets 235,189,407 191,677,234 133,550,150
Equity
Share capital 10 384,048 285,286 235,366
Share premium account 10 76,524,105 144,350 313,458
Capital redemption reserve 38,266 - 50,401
Treasury shares 10 (19,278,326) - (25,345,845)
Translation reserve 8,750,437 10,191,724 9,396,614
Re-measurement reserve (570,632) (249,740) (570,632)
Other reserves (938,558) (4,957,851) (4,289,234)
Profit and loss account 169,892,464 186,263,465 153,363,118
Non-controlling interests 387,603 - 396,904
Equity attributable to equity holders of the parent 235,189,407 191,677,234 133,550,150
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY for the six
months ended 30 June 2025
Share capital Share premium Capital redemption reserve Treasury shares Translation reserve Re-measurement reserve Profit and loss account Total equity
Other reserves Non-controlling interests
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 January 2025 235,366 313,458 9,396,614 (570,632) (4,289,234) 153,363,118 133,550,150
50,401 (25,345,845) 396,904
Exchange differences on translating foreign operations - - - - (646,177) - - - - (646,177)
Profit for the period - - - - - - - (9,301) 16,515,208 16,505,907
Total comprehensive (loss)/profit for the period - - - - (646,177) - - (9,301) 16,515,208 15,859,730
Share based payment - - - - - - 18,178,937 - - 18,178,937
Equity issues 136,547 74,997,143 - - - - (14,814,123) - - 60,319,567
Transfer of other reserve re options lapsing - - - - - - (14,138) - 14,138 -
Shares issued from Treasury 12,135 1,213,504 - - - - - 7,281,023
(12,135) 6,067,519
384,048 76,524,105 8,750,437 (570,632) (938,558) 387,603 169,892,464 235,189,407
Balance at 30 June 2025 38,266 (19,278,326)
Equity is the aggregate of the following:
· Share capital; being the nominal value of shares issued.
· Share premium; being the excess received over the nominal value
of shares issued less direct issue costs.
· Capital redemption reserve being the share capital of ordinary
shares held in Treasury.
· Treasury shares; being Company shares acquired and placed in
Treasury in 2024 via an off-market share buy-back.
· Translation reserve; being the foreign exchange differences on
the translation of foreign subsidiaries.
· Re-measurement reserve; being the cumulative actuarial gains and
losses, return on plan assets and changes in the effect of the asset ceiling
(excluding net interest on defined benefit liability) recognised in the
statement of total comprehensive income.
· Other reserves; include amounts recognised on acquiring
additional equity in a controlled subsidiary and the cumulative share-based
payments expense.
· Profit and loss account; being the cumulative profit attributable
to equity shareholders.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY for the six
months ended 30 June 2024
Share capital Share premium account Translation reserve Re-measurement reserve Profit and loss account Total equity
Other reserves
US$ US$ US$ US$ US$ US$ US$
Balance at 1 January 2024 282,783 144,350 10,941,631 (249,740) (4,963,164) 127,777,039 133,932,899
Exchange differences on translating foreign operations - - (749,907) - - - (749,907)
Profit for the period - - - - - 58,486,426 58,486,426
Total comprehensive (loss)/profit for the period - - (749,907) - - 58,486,426 57,736,519
Share based payment - - - - 5,313 - 5,313
Equity issue 2,503 - - - - - 2,503
Balance at 30 June 2024 285,286 144,350 10,191,724 (249,740) (4,957,851) 186,263,465 191,677,234
Equity is the aggregate of the following:
· Share capital; being the nominal value of shares issued.
· Share premium account; being the excess received over the nominal
value of shares issued less direct issue costs.
· Acquisition of non-controlling interests reserve; being.
· Translation reserve; being the foreign exchange differences on
the translation of foreign subsidiaries.
· Re-measurement reserve; being the cumulative actuarial gains and
losses, return on plan assets and changes in the effect of the asset ceiling
(excluding net interest on defined benefit liability) recognised in the
statement of total comprehensive income.
· Other reserves; being amounts recognised on acquiring additional
equity in a controlled subsidiary and cumulative share-based payments expense.
· Profit and loss account; being the cumulative profit attributable
to equity shareholders.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY for the year
ended 31 December 2024
Share capital Share premium account Capital redemption reserve Treasury shares Translation reserve Re-measurement reserve Other reserves Non-controlling interests Profit and loss account Total equity
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 January 2024 282,783 144,350 - - 10,941,631 (249,740) (4,963,164) - 127,777,039 133,932,899
Exchange differences on translating foreign operations - - - - (1,545,017) - - - (1,545,017)
Change in pension liability - (320,892) - - (320,892)
- - - - -
Profit for the year - - - - - - - (10,211) 25,586,079 25,575,868
Total comprehensive income/(loss) for the year - - - (1,545,017) (320,892) - (10,211) 25,586,079 23,709,959
-
Share buy back (50,401) - 50,401 (25,345,845) - - - - - (25,345,845)
Share-based payment - - - - - 673,930 - - 673,930
Share issue 2,984 169,108 - - - - - - 172,092
Subsidiary acquisition - - - - - - - 407,115 - 407,115
Balance at 31 December 2024 235,366 313,458 9,396,614 (570,632) (4,289,234) 153,363,118 133,550,150
50,401 (25,345,845) 396,904
Equity is the aggregate of the following:
· Share capital; being the nominal value of shares issued.
· Share premium account; being the excess received over the nominal
value of shares issued less direct issue costs.
· Capital redemption reserve; being the share capital of ordinary
shares held in Treasury.
· Translation reserve; being the foreign exchange differences on
the translation of foreign subsidiaries.
· Re-measurement reserve; being the cumulative actuarial gains and
losses, return on plan assets and changes in the effect of the asset ceiling
(excluding net interest on defined benefit liability) recognised in the
statement of total comprehensive income.
· Other reserves being amounts recognised on acquiring additional
equity in a controlled subsidiary and cumulative share-based payments
expense.
· Non-controlling interest; being the share of equity owned by
minority parties.
· Profit and loss account; being the cumulative profit attributable
to equity shareholders.
CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENT for the six months ended 30
June 2025
6 month period ended 6 month period ended Year ended
30 June 2025 (unaudited) 30 June 2024 (unaudited) 31 December 2024 (audited)
Note US$ US$ US$
85,470,242
Net cash arising from operating activities 9 59,572,252 36,352,110
Investing activities
Purchase of subsidiaries, net cash acquired (23,141,452) - (497,306)
Interest income 381,487 - 148,751
Pre-takeover loan to Condor - - (2,500,000)
Purchase of mineral properties and exploration expenses -
(2,900,967) -
Purchase of property, plant and equipment (19,965,398) (2,869,853) (6,053,563)
Net cash used in investing activities (45,626,330) (2,869,853) (8,902,118)
Financing activities
Repayment of borrowings - principal - (23,896,298) (23,896,298)
Repayment of borrowings - interest - (3,338,575) (3,338,575)
Borrowings - - 6,890,400
Off-market buy-back - - (25,345,845)
Share issues 2,052,375 2,503 2,503
Net cash arising from/(used in) financing activities (45,687,815)
2,052,375 (27,232,370)
Net increase/(decrease) in cash and cash equivalents 30,880,309
15,998,297 6,249,887
Cash and cash equivalents at beginning of period 31,224,696 339,997 339,997
Effects of exchange rate changes on cash and cash equivalents 4,390
(1,306,324) (11,243)
Cash and cash equivalents at end of period 45,916,669 6,578,641 31,224,696
The following were material non-cash transactions during the period:
· The issue of 830,145,141 new Ordinary Shares at an issue price of
£0.057 per share as part consideration for the acquisition of Condor;
· the transfer from Treasury of 94,127,854 Ordinary Shares at a price of
£0.06 per Ordinary Share to fully repay the Drachs bridging loan;
· the issue of shares following the exercise of options and warrants.
Notes to the condensed consolidated interim financial statements
1. General information
These condensed consolidated interim financial statements of Metals
Exploration and its subsidiaries (the "Group") were approved by the Board of
Directors on 2 September 2025. Metals Exploration is the parent company of the
Group. Its shares are quoted on AIM market of the London Stock Exchange plc.
The registered address of Metals Exploration plc is 27-28 Eastcastle Street,
London, W1W 8DH.
The condensed consolidated interim financial statements for the period 1
January 2025 to 30 June 2025 are unaudited. The group has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing the interim financial
information. The condensed consolidated interim financial statements
incorporate unaudited comparative figures for the interim period from 1
January 2024 to 30 June 2024 and the audited financial year ended 31 December
2024.
The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. The
Group's statutory accounts for the year ended 31 December 2024, which were
prepared under UK-adopted international financial accounting standards, were
filed with the Registrar of Companies. The auditors reported on these accounts
and their report was unqualified and did not contain a statement under either
Section 498 (2) or Section 498 (3) of the Companies Act 2006.
2. Basis of preparation
The interim financial information in this report has been prepared using
accounting policies consistent with UK-adopted international accounting
standards. The financial information has been prepared based on UK-adopted
international accounting standards that the Board of Directors expect to be
applicable as at 31 December 2025.
These condensed consolidated interim financial statements have been prepared
under the historical cost convention, except for derivative financial
instruments, which are measured at fair value, and in accordance with
UK-adopted international accounting standards. There have been no changes in
accounting policies as described in the 2024 annual financial statements.
3. Going concern
These condensed consolidated interim financial statements of the Group have
been prepared on a going concern basis, which contemplates the continuity of
business activities, the realisation of assets and the settlement of
liabilities in the normal course of business.
The Group and its ability to operate as a going concern and to meet its
commitments as and when they fall due is dependent upon the ability of the
Group to operate the Runruno Project successfully to generate sufficient cash
flows to enable the Group to settle its liabilities as they fall due.
The Board of Directors believes that the Runruno Project will continue to
operate successfully and produce positive cash flows for at least 12 months
from the date of this interim report, being 2 September 2025. As a result, the
Board of Directors considers it appropriate that the half-year financial
information should be prepared on a going concern basis.
4. Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Group's medium term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's statutory accounts for the year ended 31 December 2024,
a copy of which is available on the Company's website:
https://metalsexploration.com/ (https://metalsexploration.com/) .
5. Critical accounting estimates
The preparation of condensed consolidated interim financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the end of the reporting period.
Significant items subject to such estimates are set out in Note 2 of the
Group's statutory accounts for the year ended 31 December 2024. The nature and
amounts of such estimates have not changed significantly during the interim
period.
6. Financial performance
Operations during H12025 produced a strong financial outcome for the Group
with records achieved for several key metrics. A reconciliation of Operating
Profit to an alternate non-IFRS compliant performance measure is set out
below:
6 month period ended 30 June 2025 6 month period ended 30 June 2024 Year ended 31 December 2024
(unaudited) (unaudited) (audited)
US$'000s US$'000s US$'000s
Operating profit before income tax 16,815 58,423 34,641
Add back:
Interest 397 982 1,739
Depreciation and amortisation 42,272 37,506 53,274
Impairment (reversals)/charges, net* (4,938) (49,713) 9,065
Share-based payment expense** 17,739 5 705
EBITDA, impairments and share based payment expenses
72,285 47,203 99,424
* Impairment (reversals)/charges, net
The Group considers that the entire Runruno project (encompassing capitalised
property, plant and equipment, mining licence costs, deferred exploration
expenditure and the provision for mine rehabilitation and decommissioning)
("PPE") comprises a single cash generating unit ("CGU") as all stages of the
project are interdependent in terms of generating cash flow and do not have
the capacity to generate separate and distinct cash flow streams. The Group
assesses the recoverable amount of the Runruno project CGU based on the value
in use of the Runruno operations using cash flow projections over the
remaining expected life of mine ("LOM") and at appropriate discount rates.
In order to comply with IAS 36 -- Impairment of Assets, any PPE impairment
reversal can only be of a magnitude such that the PPE net book value does not
exceed the theoretical net book value had the original PPE impairment charge
never been made. As a result, in H1 2025 an impairment reversal of US$4.4
million was made, while in H1 2024 a US$50 million impairment reversal was
made.
** Share-based payment expense
The increase in the share-based payment expense relates mainly to the issue of
the Company's long-term incentive programme ("LTIP") options in February 2025.
As previously noted, the implementation of the LTIP had been delayed for
several years due to various disputes with the Group's debt providers.
Following satisfaction of vesting hurdles during the period, approximately 70%
of the LTIP options were exercised. This has resulted in bringing to account
the full share-based payment expense relating to the exercised options in H1
2025, rather than having this expense spread over the life of the options.
7. Other income and expenses
6 month period ended 30 June 2025 6 month period ended 30 June 2024 Year ended 31 December 2024
(unaudited) (unaudited) (audited)
US$ US$ US$
Condor Gold takeover direct costs (note 12) (904,212) - (1,252,312)
Exchange (loss)/gain (139,392) 705,304 744,371
Interest income 381,487 188 148,751
Loan interest and fees (397,498) (1,402,028) (2,332,796)
Share based payment expense (note 6) (17,738,751) (5,313) (673,930)
Sundry income - - 46,813
Other income and expenses (18,798,365) (701,849)
(3,319,103)
8. Earnings per voting share
The earnings per voting share was calculated based on the net profit
attributable to equity shareholders divided by the weighted average number of
ordinary voting shares.
6 month period ended 30 June 2025 6 month period ended 30 June 2024 Year ended 31 December 2024
(unaudited) (unaudited) (audited)
US$ US$ US$
Earnings
Net income attributable to equity shareholders for the purpose of basic and 25,586,079
diluted earnings per voting share
16,515,208 58,486,426
Number of voting shares
Weighted average number of ordinary voting shares for the purpose of basic 1,988,200,730
earnings per voting share
2,986,823,451 2,101,371,744
Number of dilutive voting shares under warrant/option 180,224,296 - 17,302,732
Weighted average number of ordinary voting shares for the purpose of diluted 3,167,047,748 2,101,371,744 2,005,503,462
earnings per voting share
Basic earnings cents per voting share 0.55 2.78 1.29
Diluted earnings cents per voting share 0.52 2.78 1.28
9. Reconciliation of profit after tax to net cash
arising from operating activities
6 month period ended 30 June 2025 6 month period ended 30 June 2024 Year ended 31 December 2024
(unaudited) (unaudited) (audited)
US$ US$ US$
Profit after tax 16,505,907 58,486,426 25,575,868
Depreciation and amortisation 42,271,858 37,522,323 53,274,450
Provisions (1,553,541) 2,713,777 6,521,465
Impairment (reversal)/charge (4,937,917) (49,712,946) 9,065,277
Share of losses/(profits) of associates 3,458 4,645 (12,030)
Share based payment expense 17,738,751 5,313 673,930
Shares issued in lieu of cash bonus 577,984 - 169,589
Interest income 381,487 188 (148,751)
Finance expenses - 1,401,028 1,588,425
Foreign exchange loss/(gain) 1,696,948 (694,061) 2,977,540
(Increase) in receivables (1,767,449) (9,074,493) (14,152,125)
Decrease/(increase) in inventories 773,472 (2,100,426) (1,710,092)
(Decrease)/increase in payables (11,373,731) (2,136,682) 1,646,696
Net cash arising from operating activities 85,470,242
59,572,252 36,352,110
10. Share capital
During the 2025 half year the Company made the following issues of new
ordinary shares of £0.0001 each ("Ordinary Shares"):
· On 15 January 2025, 830,145,141 new Ordinary Shares at an issue
price of £0.057 per share as part consideration for the acquisition of
Condor;
· On 12 February 2025, 13,563,930 Ordinary Shares at an average
issue price of £0.03439 per share in accordance with the Company's 2022, 2023
and 2024 short-term management incentive programmes;
· On 3 June 2025, 229,600,000 new Ordinary Shares at an issue price
of £0.0001 per share being the exercise of options issued in accordance with
the Company's LTIP;
· On 3 June 2025, 11,122,524 new Ordinary Shares at an issue price
of £0.0725 per share being the exercise of options issued to Condor
shareholders as part consideration for the acquisition of Condor;
· On 3 June 2025, 9,889,058 new Ordinary Shares at an issue price
of £0.0605 per share being the exercise of warrants issued in relation to the
acquisition of Condor; and
· On 30 June 2025, 1,233,818 new Ordinary Shares at an issue price
of £0.0605 per share being the exercise of warrants issued in relation to the
acquisition of Condor.
Further, on 7 March 2025, the Company repaid its bridging loan, principal and
interest, by the transfer from Treasury of 94,127,854 Ordinary Shares at a
price of £0.06 per Ordinary Share.
In the June 2024 period the Company issued 19,800,000 new Ordinary Shares at
an issue price of £0.0001 following the exercise of options in April and June
2024.
June 2025 June 2024 December 2024 June 2025 June 2024 December 2024
Number of shares Number of shares Number of shares US$ US$ US$
Ordinary shares of £0.0001 par value
Opening balance 2,121,729,717 2,098,144,271 2,098,144,271 235,366 282,783 282,783
Share issue in period 1,095,554,471 19,800,000 23,585,446 136,547 2,503 2,984
Treasury shares (299,385,458) - (393,513,302) 12,135 - (50,401)
Closing balance - voting shares 2,917,898,730 2,117,944,271 1,728,216,415 384,048 285,286 235,366
Share premium
Opening balance 313,458 144,350 144,350
Share issue in period 74,997,143 - 169,108
Treasury shares 1,213,504 - -
Closing balance 76,524,105 144,350 313,458
Share rights
Ordinary Shares confer the right to vote and to participate in dividends,
capital, and other distributions including on winding up. Ordinary Shares are
not redeemable. Shares held in Treasury do not have voting rights.
11. Share options and warrants
Movements in the period in options over Ordinary Shares were as below:
Expiry date Exercise price Opening balance Issued during period Exercised during the period Lapsed during the period Closing balance
£
31 May 2025* 0.0725 - 14,068,237* 11,122,524 2,945,713 -
31 May 2026* 0.0829 - 18,332,130* - - 18,332,130
!3 September 2027* 0.0492 - 17,382,666* - - 17,382,666
5 July 2028* 0.0397 - 21,573,924* - - 21,573,924
29 May 2029* 0.0484 - 24,793,104* 24,793,104
28 June 2029 0.0001 6,600,000 - 6,6000,000 - -
27 August 2031 0.0001 38,500,000 - - - 38,500,000
7 February 2032** 0.0001 - 318,000,000** 223,000,000 - 95,000,000
* Issued to Condor option holders in accordance with the Scheme of Arrangement
takeover of Condor.
** Issued to directors and senior management in accordance with the Company's
("LTIP") approved by shareholders at the 27 August 2024 general meeting.
Movements in the period in warrants over Ordinary Shares were as below:
Expiry date Exercise price Opening balance Issued during period Exercised during the period Lapsed during the period Closing balance
£
- 31,671,104* 11,122,876 20,548,228
21 January 2028* 0.0605 -
* Issued to Condor warrant holders in accordance with the Scheme of
Arrangement takeover of Condor.
12. Business combination
Acquisition of Condor Gold plc ('Condor')
On 15 January 2025, the Company acquired the entire issued, and to be issued,
share capital of Condor, a publicly quoted company incorporated under the laws
of England & Wales, via a court approved Scheme of Arrangement. Condor is
the parent of a group of entities that holds significant gold exploration
licences in Nicaragua.
The initial consideration paid to Condor shareholders was satisfied as
follows:
· Cash payment of £20.27 million (US$24.73 million);
· The issue of 830,145,141 new Ordinary Shares at an issue price of
£0.057 per share; and
· The issue of 108,192,284 options to acquire new Ordinary Shares
at various expiry dates up to 29 May 2029, at various exercise prices ranging
from £0.0397 to £0.0829 per share.
In addition, each Condor shareholder received one Contingent Value Right
("CVR") per Condor share held that provides for potential future
consideration, to be earned within 5 years from 23 April 2025, as follows:
· Cash payment of US$14.4 million upon the first gold doré pour
from a fully commissioned process plant processing ore mined from Condor
tenement areas; and
· Up to a maximum of a further US$14.4 million, paid in either cash
or MTL shares, on the basis of US$18 per ounce of additional contained gold
JORC Mineral Resource discovered on the Condor tenement areas in excess of a
total 3.158 Moz of gold, subject to a cap of 800,000oz above 3.158 Moz.
At the time of the acquisition the Company expected that the first tranche CVR
obligation will in due course be paid to Condor shareholders, and this
liability has therefore been brought to account in this period. The payment of
the second CVR tranche is dependent upon future exploration success and as
such the Company can not be certain that this obligation will eventually be
paid, in part, in full or not at all. As a result, the second CVR tranche that
is related to the growth in gold resources on the Condor tenements has been
treated as a contingent liability.
The main assets held by Condor included mineral tenement licences, various
process plant items, vehicles and land holdings. At the time of acquisition,
the La India project was development ready with all necessary government
approvals in place. Further, Condor had an appropriate workforce implementing
necessary environmental, community and social initiatives such that once
funded, Condor could commence development of the La India project. As a
result, the transaction was treated as a business combination rather than an
asset acquisition.
The estimate of the fair value of Condor's assets acquired and liabilities
assumed, at the date of acquisition based upon an unaudited Condor
consolidated balance sheet as at 15 January 2015 are:
Carrying value
Net Condor assets acquired US$'000s
Cash 1,543
Other receivables 815
Plant and equipment 9,728
Mineral properties 45,656
Other liabilities (4,479)
Total identifiable net assets 53,263
Fair value adjustment - mineral properties 46,183
99,446
Net assets acquired
Consideration paid
Cash 24,726
Shares issued 57,722
Share-based payment expense re options issued 2,598
Potential CVR deferred consideration 14,400
99,446
Total potential consideration
A fair value adjustment has been attributable to the value of the gold
exploration licences held by Condor. The acquisition provided a significant
growth opportunity for the Group as the La India project was construction
ready with all necessary development approvals in place. Since acquiring
Condor, the Group has commenced construction of the La India project with the
aim to commence gold production by the end of 2026, at which time operations
at Runruno in the Philippines will be winding down.
The fair value adjustment to mineral properties is not expected to be
deductible for tax purposes. The fair value adjustment will be amortised over
the expected life of the La India mine once commercial production has
commenced.
From the date of acquisition Condor has not contributed any revenue to the
Group's Statement of Comprehensive Income while in the same period it has
incurred an after tax loss of US$1 million.
The Company incurred once-off acquisition costs of US$2,231,365 related to
legal, compliance and professional fees in relation to the takeover
transaction.
13. Contingent liabilities
The Group has no contingent liabilities identified as at 30 June 2025 (2024:
US$ nil) other than:
· There is potentially up to a further US$14.4 million of deferred
consideration payable as part of the acquisition of Condor on the basis of
US$18 per ounce of additional contained gold JORC Mineral Resource discovered
on the Condor tenement areas in excess of a total 3.158 Moz of gold, subject
to a cap of 800,000oz above 3.158 Moz. This potential liability that has been
treated as a contingent liability as it is not possible to predict with
certainty the amount, if any, that will be payable, given it is dependent upon
future exploration drilling success on the Condor tenements.; and
· In June 2024, the Company entered into a Production Fee agreement
with Runruno Holdings Limited ("RHL") as part of the settlement of all debt
related issues. Under this agreement the Company will pay RHL a production fee
of US$164 per ounce of gold produced from mining at the Runruno FTAA contract
area on any production from 1 May 2024 that exceeds 204,269 ounces (being
equal to approximately 105 per cent. of the then current forecast for
production from such date on the basis of the Group's life of mine plan for
the Runruno mine). It is not currently possible to determine whether any
Production Fee payment will be made.
14. Subsequent events
There has been no period end subsequent disclosable events.
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