REG - Red Rock Resources - Final Results
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RNS Number : 4509M Red Rock Resources plc 22 December 2025
Red Rock Resources Plc
("Red Rock" or the "Company")
Final Audited Results for the Year Ended 30 June 2025
22 December 2025
The Company's Annual Report and Financial Statements for 2025, extracts from
which are set out below, will be published and sent out to the Company's
shareholders shortly and will be available on the Company's
website www.rrrplc.com (http://www.rrrplc.com/) .
Chairman's Statement
Dear Shareholders,
We present the Report and Accounts of Red Rock Resources Plc (the "Company",
"Red Rock") for the year ending 30 June 2025. We also report on the progress
of the Company since the balance sheet date and review prospects for 2026.
The Year in Review
The Company's mineral exploration and production interests are, as they have
been since listing, focused on gold and copper, though recently cobalt has
also been an area of concentration.
The gold price during the 12 months to 30 June 2025, the accounts period, rose
40.4% from USD 2,324.98 per troy ounce to USD 3,264.03 per troy ounce. This
followed a 21.17% rise, from USD 1,918.72, in the previous year to 30 June
2024, and has been followed by a rise from the financial year end to 11
December 2025 of 29.17%.
The Company continues to have gold assets in Australia, Kenya, Côte d'Ivoire
and Burkina Faso, including an estimated gold Mineral Resource in Kenya, and
so had potential benefit from its exposure to gold exploration and projects in
a number of countries.
After the end of the year, it proved possible to realise or transact on some
of these assets and so begin to realise some of this benefit.
The copper price also continues a strengthening trend during the year, rising
5.95% from USD 9,476.5 per tonne on 30 June 2024 to USD 10,040 per tonne by 30
June 2025, after a 12.86% rise from USD 8,396.5 in the previous year. As with
gold, the five months since year end have shown an increase in the rate of
rise, with a further 14.41% appreciation to USD 11,487 by 11 December 2025.
The copper price's rise through what many consider to be an important USD
11,000 per tonne price level means that it has achieved already the target
range set by many analysts for 2025/2026. There seems however no current
danger of oversupply, and 2026 may therefore not see any reversal of the
recent strength. The long-term supply and demand outlook suggests that new
supply sources will be needed.
The Company has continued throughout the year, and in the months since, to
seek compensation for its loss of valuable copper and cobalt assets as a
result of illegal behaviour by a third party and has seen important progress
since the year end. It continues to have confidence both in the copper outlook
and in the opportunities that are likely to be available to the Company and so
has also entered into a partnership seeking high quality copper and cobalt
assets to replace those lost.
The cobalt price has been volatile but has recently begun to follow copper and
establish a strong upward trend. After continuing its multi-year decline into
2024, with a one year decline of 20.7% to USD 26,500 per tonne in the year to
30 June 2024, it showed a 25.8% rise to USD 33,335 per tonne in the year to 30
June 2025, and has shown a 56.7% rise since then to USD 52,220 per tonne.
The strength of commodities important to the Company reflects both industrial
demand (infrastructure, electrification, and data centres) and a preference
shift away from fiat currencies including the dollar. Some see this latter as
a short-term move reflecting current politics, while others see it as a
long-term shift towards a secure store of value. Those of the first persuasion
will point to the relative stability of UK gilt-edged debt since the Budget,
while those of the second point to the rises in Japanese rates and the
anticipation of an interest rate rise in Japan before long.
We lean towards the second viewpoint, not seeing that current bond yields in
major economies adequately compensate for the interest rate risk.
During the year the Company devoted considerable time to achieving its
objectives in the DRC. The information we had was that we could expect an
immediate positive result that would enable the Company to generate cash and
move onto the next phase of its plans. Therefore, some other activity in other
countries was deferred until the Company's ability to fund, and to recruit,
would be enhanced by being able to announce verifiable developments in the
DRC, an occurrence which was expected at any time.
At the same time the Company pursued the renewal of its licences in Kenya,
where it holds a 723,000 oz Indicated and Inferred gold Mineral Resource
(under the JORC 2012 Code of Australia) and a 68,000 oz Measured gold Mineral
Resource in tailings. The Company has followed the dual track of court action
to preserve the status quo in parallel with a dialogue with the Ministry.
Minor exploration activity took place on the Company's gold projects in
Australia and Burkina Faso during the period, while Ivory Coast was inactive.
On the corporate front, the Company proceeded with its obligations on its
agreement to buy out the 49.9% minority shareholding in its Australian assets
with cash payments of £450,000 being made in the course of the year.
As at the end of the financial year on 30 June 2025, official publication of
the result of the legal proceedings in the DRC had not yet taken place.
Although the Company was pressing for immediate release, the processes of the
Cour de Cassation proved relatively impervious to hurry, and so we continued
to state that we were confident of the result, without being able to evidence
and so announce it.
For the full background to the DRC arbitration and litigation, shareholders
are referred to the fuller account provided in the Annual Report last year.
The Company would reiterate that the process on which it has been engaged has
resulted in the development of a network of relationships that the Company
believes enhances its ability to do future business at scale within the DRC.
As part of this the Company entered into a JV framework agreement with a local
partner to obtain mineral licences under the Public-Private Partnership Act
and to contribute towards the construction of social housing.
Post Year End Events
On 12 September 2025, the Company announced the sale of its gold royalty in
Colombia for £1,000,000 plus some share subscription rights. The Company was
able to negotiate and transact this sale rapidly: the coincidence of a rise in
the gold price, the recommissioning of the El Limon gold mill by Soma Gold
Corp., the buyer, and the successful conclusion of its fundraise, created
favourable timing and conditions for an agreement.
The Company has paid a further £200,000 consideration to the vendor of the
minority stake in its Australian projects, leaving a further £454,449 to pay.
On 15 October 2025, the Company agreed with Dalaroo Ltd ("DAL"), an Australian
listed company, to sell DAL certain of its Ivory Coast assets. Red Rock will
receive at settlement 13,250,000 DAL shares with a current value of AUD
675,750 (£337,017) or AUD 0.051 per share.
DAL will also pay Red Rock a Resource Definition Royalty of AUD 2 per ounce of
any future Indicated Resource, and other royalties.
On 23 October 2025, the Company and its JV partner in the DRC announced the
execution of a "Memorandum d'Entente" between the Ministry of Rural
Development, representing the Government of the DRC, Koto DRC SARL, the
Company's local partner, and Red Rock.
Upon signature of that Memorandum the Ministry transferred USD 21 million to
the JV partner to pay for the purchase and commissioning of three factories to
start production of social housing, with each factory capable of producing at
least 3000 units a year. The Company expects this to make an initial
contribution to profit during the current year.
Red Rock expects in the next few days to visit some of the short-listed
licences under the provisions of the framework agreement dealing with the
grant to the JV of mineral licences.
The Company has therefore moved proactively to take advantage of the more
favourable corporate finance environment created by the higher gold price, and
has also begun to leverage its relationships in the DRC.
Some mapping and sampling work has also begun on one of the licences in
Burkina Faso.
Legal Proceedings in DRC
The Company expects confirmation that the Cour de Cassation (Supreme Court)
had issued judgments in its favour confirming the Company's right to 50.1% of
the USD 20 million proceeds of sale of a key licence in 2019, and in addition
recognising the verdict of a lower court awarding USD 2 million in costs and
damages.
This would be a most important development with a number of implications, and
the Company will withhold further comment until it has completed its analysis,
but the Company expects early settlement since the funds are held on account
by the buyer of the assets in order to be available for payment once judgment
is received.
Financial Results
We report pre-tax losses for the year ended 30 June 2025 of £4.374 million
(2024: loss of £3.012 million). Despite a reduction in administration costs
in the year, impairments of financial assets held and increased finance costs
resulted in a higher loss compared to the prior year. Reduced administrative
costs in particular, reflect reductions in staff costs, as well as marketing
and compliance costs during the year.
Conclusion
We expect to generate cash from sales of assets and from court and arbitration
awards over the next few months.
The Company remains fairly highly indebted while it awaits these payments, as
it has sought to maintain a portfolio of what is considers to be high quality
exploration assets while waiting for a major, and excessively delayed,
liquidity event in the DRC. The Company's ability to address short-term needs
while awaiting major inflows is enhanced by the change in the news background,
especially with recent developments in the DRC
We are now making sales of gold and other minerals a short-term priority, and
a key operational task at present is to develop our operations in Burkina Faso
and the DRC to generate a steady stream of income.
Andrew Bell
Chairman and CEO
19 December 2025
Results and Dividends
The Group made a post-tax loss of £4.37 million (2024: loss of £3.01
million). The Directors do not recommend the payment of a dividend (2024:
nil). The following Financial Statements are extracted from the audited
Financial Statements, which were approved by the Board of Directors and
authorised for issuance on 19 December 2025.
For further information, please contact:
Andrew Bell 0207 747
9990
Chairman Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396
NOMAD Beaumont Cornish Limited
Bob Roberts 0203
8696081
Broker Clear Capital Corporate Broking
This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU, which is part of domestic UK law pursuant to the
Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310) and is disclosed
in accordance with the Company's obligations under Article 17.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Financial Statements
Independent Auditor's Report
to the Members of Red Rock Resources Plc
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RED ROCK RESOURCES PLC
Opinion
We have audited the Financial Statements of Red Rock Resources Plc (the
"Parent Company") and its subsidiaries (the "Group") for the year ended 30
June 2025, which comprise the Consolidated Statement of Financial Position,
the Consolidated Income Statement and Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows, the Company Statement of Financial Position, the
Company Statement of Changes in Equity, the Company Statement of Cash Flows
and notes to the Financial Statements, including significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international accounting
standards and as regards the Parent Company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
In our opinion:
· The Financial Statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at 30 June 2025
and of the Group's loss for the year then ended;
· The Group Financial Statements have been properly prepared in
accordance with UK-adopted international accounting standards;
The Parent Company Financial Statements have been properly prepared in
accordance with UK-adopted international accounting standards and as applied
in accordance with the provisions of the Companies Act 2006; and
· The Financial Statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the Financial Statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the Financial Statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to note 1.2 in the Financial Statements, which indicates
that the Directors anticipate having to raise funds within the going concern
period, being 12 months from the date of approval of these Financial
Statements, in order to meet liabilities as they fall due, including repayment
of loans due within 12 months from the year end. As stated in note 1.2, these
events or conditions, along with the other matters as set forth in that note,
indicate that a material uncertainty exists that may cast significant doubt on
the company's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the Financial Statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
Financial Statements is appropriate. Our evaluation of the directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting included the following procedures:
· Obtaining management's going concern forecast for the period to
31 December 2026 and documenting our understanding of the key assumptions
within the forecast, including future plans for the Group, through discussions
with management and review of management's going concern memorandum;
· Obtaining management's downside going concern scenario
assessment and reviewing appropriateness of assumptions made;
· Corroborating and providing challenge to key inputs and
assumptions to the forecasts, as well as performing stress testing, largely
relating to the exclusion of cash inflows, the timing and amounts of which are
uncertain or unknown;
· Obtaining evidence, where possible, in support of the Group's
and Company's ability to defer certain payments, including evidence of the
ongoing financial support of key stakeholders currently providing loans to the
Company;
· Checking the mathematical accuracy of the forecast information
prepared by management;
· Comparing budgeted performance for the year ended 30 June 2025
against actuals to assess management's historical forecasting accuracy;
· Review 2025 actual performance against budgeted performance to
assess accuracy and completeness of key inputs;
· Agreeing the cash position as at 30 November 2025 in the going
concern forecast to bank statements;
· Undertaking a review of subsequent events in relation to
matters impacting the going concern assessment; and
· Considering the adequacy of the disclosures and accounting
policy in the Financial Statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Emphasis of Matter - Recoverability of VUP Litigation Related receivable
We draw attention to note 1.5 to the Financial Statements, which outlines the
critical accounting estimates and assumptions made by management in assessing
the recoverability of the VUP litigation related receivable totalling £1.1
million. The Company has obtained a final, non-appealable judgment confirming
its entitlement to 50.1% of the USD 5 million consideration already paid to
the JV partner, and continues to pursue arbitration in respect of recovery of
further amounts the Company believes it is entitled to. As a result of the
uncertainties as disclosed in note 1.5, in relation to quantum and timing of
recovery, the Directors have had to exercise judgement in assessing the
recoverability of this balance. The Directors continue to actively pursue the
recovery and await a decision from the courts in the Democratic Republic of
Congo.
Our opinion is not modified in respect of this matter.
Emphasis of Matter - Fair Value of Financial Assets
We draw attention to note 1.5 to the Financial Statements, which outlines the
critical accounting estimates and assumptions made by management in assessing
the fair value of financial assets at fair value through other comprehensive
income. The Directors of the Company have determined that the elapsed time
from the last funding round gives rise to a need to revisit the fair value
determination of the investment and have considered the original cost to now
represent the best approximation for fair value of the investment and have
consequently booked a fair value adjustment in the current year. As a result
of the uncertainties as disclosed in note 1.5, the Directors have had to
exercise judgement in assessing the recoverability of this balance.
Our opinion is not modified in respect of this matter.
Our Application of Materiality
The scope of our audit was influenced by our application of materiality. We
set quantitative thresholds for materiality. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature,
timing and extent of audit procedures on the individual Financial Statement
line items and disclosures, and evaluate the effect of misstatements, both
individually and in aggregate, on the Financial Statements as a whole.
Financial Statements - Group Financial Statements - Parent Company
Overall materiality £254,000 £240,000
(2024: £322,000) (2024: £320,000)
Basis for determining overall materiality 2.5% of net assets 2.5% of net assets, capped below Group materiality
(2024: 1.5% of gross assets) (2024: 3% of net assets)
Rationale for the benchmark applied The entity holds a number of investments in a portfolio of mineral exploration
projects. The key balances on the financial statements relate to these
investments, whether through investments in associates or other financial
assets, or directly held interest in exploration assets.
Given the level of short term borrowings and payables, the management of which
is key to the Group's and company's ability to deliver future value from its
investments, the use of net assets is considered the most appropriate
benchmark for determining materiality.
Performance materiality £152,000 £144,000
(2024: £193,200) (2024: £192,000)
Basis for determining performance materiality 60% of overall materiality 60% of overall materiality
(2024: 60% of overall materiality) (2024: 60% of overall materiality)
Rationale for the benchmark applied In determining performance materiality, we have considered the following
factors:
· The number and nature of significant judgements and estimates;
· The risk assessment and aggregation of risk, and the
effectiveness of controls;
· The control environment and the Group's financial reporting
controls and processes; and
· The stability of key management personnel.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the nature and extent of our testing of account balances, classes
of transactions, and disclosures, for example in determining sample sizes.
We agreed with the Audit Committee that we would report to them misstatements,
identified during our audit above £12,000 (2024: £16,100) for the audit of
the Group Financial Statements, and £11,000 (2024: £16,000) for the audit of
the Parent Company Financial Statements as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
For each component in scope of the Group audit, we allocated performance
materiality to each entity based on their contribution to overall Group net
assets. The range of performance materiality allocated to the in-scope
components was between £144,000 and £76,000 (2024: £120,400 and £62,600).
Our Approach to the Audit
In designing our audit approach, we determined materiality and assessed risk
of material misstatement in the Financial Statements. In particular, we looked
at areas involving significant accounting estimates and judgements by the
directors, including the carrying value exploration assets and mineral
tenements, impairment of investments in subsidiaries and intercompany
receivables, and recoverability of non current receivables. Procedures were
then performed to address the risks identified and for the most significant
assessed risks of misstatement, the procedures performed are outlined below in
the key audit matters section of this report. We re-assessed the risks
throughout the audit process and concluded that the scope remained in line
with that determined at the planning stage of the audit.
As a result of our materiality and risk assessments, we determined that, in
addition to the Parent Company, on which a full scope audit was performed,
there were 3 additional in-scope components on which we performed audit
procedures on one or more classes of transactions, account balances or
disclosures, with consideration of their materiality to the Group, based on
their contribution to overall net assets and their risk characteristics.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the Financial Statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In addition, to the matter described in the Material uncertainty related to
going concern section, we have determined the matters described below to be
the key audit matters communicated in our report.
Key Audit Matter How our scope addressed this matter
Recoverability of exploration assets (see notes 1.5 and 13)
Exploration and evaluation assets comprise exploration assets of £13,423k Our work in this area included the following:
(2024: £13,576k) and mineral tenements of £525k (2024: £532k) as at 30 June
2025.
There is a risk that these amounts are impaired and that the capitalised · Obtaining and challenging management's impairment paper, together
amounts do not meet the recognition criteria as adopted by the Group, or as with evaluating announcements and progress on the licence areas during the
specified within IFRS 6. year and post-year end;
The capitalisation of the costs and determination of the recoverability of
these assets are subject to a high degree of management estimation and
judgement and therefore there is a risk this balance is materially misstated. · Holding discussions with management surrounding progress at the
various projects and future plans;
Due to the level of judgement required to be exercised by management, and the
magnitude of the balance, we have considered this matter to be a key audit
matter.
· Obtaining copies of the exploration licences to ensure good title
and ensure, where applicable, that any specific terms or conditions therein
have been adequately met;
· Performing an independent assessment for indicators of impairment
in accordance with the requirements of IFRS 6;
· Substantive testing of a sample of additions in the period to
ensure they meet the eligibility criteria under IFRS 6 and are capitalised in
accordance with the Group's accounting policy; and
· Assessing the appropriateness of the disclosures made in respect
of intangible assets, including any judgements and sources of estimation.
Key Observations
The Group holds exploration and evaluation assets in respect of the Migori
gold project in Kenya totalling £12.9 million, the recoverability of which is
fundamentally dependent on the successful renewal of the underlying
exploration licences, PL 2018-0202 and PL 2018-0203, held by Mid Migori Mining
Company Ltd. The licences expired in August 2023 and remain subject to an
ongoing renewal process with the relevant authorities. Relevant renewals have
been submitted and this process remains ongoing. The Directors have confirmed
they do not have any reason to believe the renewals will not be forthcoming
and the circumstances surrounding this matter are described in Note 1.5 to the
Financial Statements. As at the year end, the carrying value of these assets
is significant to the Financial Statements and their recoverability involves a
high degree of judgement.
Management's assessment of recoverability is based on a number of factors,
including the status of the licence renewal applications, the geological
prospectivity of the licence areas, prevailing gold prices, and the
expectation that the licences will be successfully renewed. The renewal
process is inherently subject to regulatory and administrative uncertainty,
and without successful renewal the Group would not retain the rights necessary
to continue exploration activities, which would have a material impact on the
recoverability of the related assets.
We also note that certain licences have minimum spend requirements and the
ability to meet these over the course of the licence terms will depend on
availability of funding as mentioned in Note 1.2. Should these not be met in
the future, this could result in impairment to the related assets.
Other Information
The other information comprises the information included in the annual report,
other than the Financial Statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the Group and parent company Financial
Statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the Financial Statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the Financial Statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· The information given in the Strategic Report and the
Directors' Report for the financial year for which the financial statements
are prepared is consistent with the Financial Statements; and
· The Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on Which We are Required to Report by Exception
In the light of the knowledge and understanding of the Group and the Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors'
Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· Adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· The Parent Company Financial Statements are not in agreement
with the accounting records and returns; or
· Certain disclosures of directors' remuneration specified by
law are not made; or
· We have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of directors' responsibilities, the
directors are responsible for the preparation of the Group and Parent Company
Financial Statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group and Parent Company Financial Statements, the directors
are responsible for assessing the Group and the Parent Company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial
Statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these Financial Statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Company and the sector in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the Financial Statements. We obtained our
understanding in this regard discussions with management. We also selected a
specific audit team based on experience in auditing entities within this
industry facing similar audit and business risks.
· We determined the principal laws and regulations relevant to
the Company in this regard to be those arising from:
o The Companies Act 2006;
o AIM Rules; and
o Local laws and regulations in Kenya, Ivory Coast, Australia and Burkina
Faso relating to exploration activities.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the company
with those laws and regulations. These procedures included, but were not
limited to:
o Discussions with management regarding potential non-compliance during
the financial year ended 30 June 2025;
o Review of legal and professional expenditure to understand the nature of
the costs and existence of any non-compliance with laws and regulations;
o Review of board minutes of meetings;
o Where applicable, holding discussions with and obtaining legal
confirmations from external counsel in respect of specific matters; and
o Review of Regulatory News Service ('RNS') announcements made during the
year and post-year end period.
· We also identified the risks of material misstatement of the
Financial Statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there were no significant fraud risks. We identified the
potential for management bias in relation to the carrying value and
recoverability of exploration assets and the recoverability of key non-current
receivables. These have been discussed in the Key Audit Matter and Emphasis of
Matter sections above, respectively.
· As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit procedures
which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the Financial Statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the Financial
Statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the Financial
Statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of Our Report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the Company and the Company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Imogen Massey (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
19 December 2025
Consolidated Statement of Financial Position
as at 30 June 2025
Notes 30 June 30 June
2025 2024
£'000 £'000
ASSETS
Non-current assets
Investments in associates and joint ventures 12 1,030 1,030
Exploration assets 13 13,423 13,576
Mineral tenements 13 525 532
Financial instruments - fair value through other comprehensive income (FVTOCI) 14 334 736
PPE 17 19
Non-current receivables 16 2,096 2,560
Total non-current assets 17,425 18,453
Current assets
Cash and cash equivalents 15 18 38
Other receivables 17 287 807
Total current assets 305 845
TOTAL ASSETS 17,730 19,298
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital 19 3,428 3,143
Share premium account 20 34,640 33,804
Other reserves 20 853 1,193
Retained earnings (29,697) (25,323)
Total equity attributable to owners of the Parent 9,224 12,817
Non-controlling interest (92) (150)
Total equity 9,132 12,667
LIABILITIES
Non-current liabilities
Borrowings 18 1,003 756
Total non-current liabilities 1,003 756
Current liabilities
Trade and other payables 18 2,944 2,838
Short-term borrowings 18 4,651 3,037
Total current liabilities 7,595 5,875
TOTAL EQUITY AND LIABILITIES 17,730 19,298
These Financial Statements were approved by the Board of Directors and
authorised for issue on 19 December 2025 and are signed on its behalf by:
Andrew Bell
Chairman and CEO
The accompanying notes form an integral part of these Financial Statements.
Consolidated Income Statement
for the year ended 30 June 2025
Continuing operations Notes Year to Year to
30 June 30 June
2025 2024
£'000 £'000
Administrative expenses 4 (1,262) (1,273)
Exploration expenses (120) (293)
Project development 6 (120) (280)
Other project costs 6 (265) (153)
Impairment of E&E assets 13 (339) (202)
Impairment of Mineral Tenements 13 - (184)
Impairment of financial assets 17 (868) -
Share based payments 21 (39) (136)
Currency gains 92 27
Other income / gains 5 12 122
Finance costs 5 (1,465) (640)
(Loss) for the year before taxation (4,374) (3,012)
Tax 7 - -
(Loss) for the year (4,374) (3,012)
(Loss) for the year attributable to:
Equity holders of the Parent (4,374) (2,846)
Non-controlling interest - (166)
(4,374) (3,012)
Earnings per share attributable to owners of the Parent:
Basic loss per share, pence 10 (0.07) (0.09)
Diluted loss per share, pence 10 (0.07) (0.09)
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2025
30 June 30 June
2025 2024
£'000 £'000
Profit/(loss) for the year (4,374) (3,012)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss 56 60
Unrealised foreign currency (loss) / gain arising upon retranslation of
foreign operations
Revaluation of FVTOCI Investments (402) -
Total other comprehensive income net of tax for the year (346) 60
Total comprehensive income, net of tax for the year (4,720) (2,952)
Total comprehensive income net of tax attributable to:
Owners of the Parent (4,778) (2,813)
Non-controlling interest 58 (139)
(4,720) (2,952)
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025
The movements in equity during the period were as follows:
Share Share Retained Other Total Non-controlling Total
capital premium earnings reserves attributable interest equity
£'000 account £'000 £'000 to owners of £'000 £'000
£'000 the Parent
£'000
As at 1 July 2023 2,960 32,785 (22,477) 1,751 15,019 (687) 14,332
Changes in equity for 2024
Loss for the year - - (2,846) - (2,846) (166) (3,012)
Other comprehensive income for the year
Unrealised foreign currency (loss) / gain arising upon retranslation of - - - (7) (7) 27 20
foreign operations
Total comprehensive income for the year - - (2,846) (7) (2,853) (139) (2,992)
Transactions with owners
Issue of shares 183 1,019 - - 1,202 - 1,202
Issue of warrants - - - 97 97 - 97
Acquisition of NCI - - - (648) (648) 676 28
Total transactions with owners 183 1,019 - (551) 651 676 1,327
As at 30 June 2024 3,143 33,804 (25,323) 1,193 12,817 (150) 12,667
Changes in equity for 2025
Loss for the year - - (4,374) - (4,374) - (4,374)
Revaluation of FVTOCI assets - - - (402) (402) - (402)
Other comprehensive income for the year
Unrealised foreign currency (loss) / gain arising upon retranslation of - - - (2) (2) 58 56
foreign operations
Total comprehensive income for the year - - (4,374) (404) (4,778) 58 (4,720)
Transactions with owners
Issue of shares 285 836 - - 1,121 - 1,121
Issue of warrants - - - 64 64 - 64
Total transactions with owners 285 836 - 64 1,185 - 1,185
As at 30 June 2025 3,428 34,640 (29,697) 853 9,224 (92) 9,132
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025, continued
FVTOCI financial instruments revaluation Foreign Share-based Total
reserve currency payment other
£'000 translation reserve Warrant reserve Other reserves
reserve £'000 £'000 reserve £'000
£'000 £'000
As at 1 July 2023 402 125 230 994 - 1,751
Changes in equity for 2022
Other comprehensive income for the year
Unrealised foreign currency gains on translation of foreign operations - (7) - - (7)
-
Total comprehensive Income for the year - (7) - - - (7)
Warrants issued in the year - - - 97 - 97
Acquisition of NCI - - - - (648) (648)
Total transactions with owners - - - 97 (648) (551)
As at 30 June 2024 402 118 230 1,091 (648) 1,193
Changes in equity for 2025
Other comprehensive income for the year
Revaluation of FVTOCI assets (402) - - - - (402)
Unrealised foreign currency gains on translation of foreign operations - (2) - - (2)
-
Total comprehensive income for the year (402) (2) - - - (404)
Warrants issued in the year - - - 64 - 64
Total transactions with owners (402) (2) - 64 - (340)
As at 30 June 2025 - 116 230 1,155 (648) 853
See note 20 for a description of each reserve included above.
Consolidated Statement of Cash Flows
for the year ended 30 June 2025
Notes Year to Year to
30 June 30 June
2025 2024
£'000 £'000
Cash flows from operating activities
Loss before tax (4,374) (3,012)
Increase in receivables 116 (192)
Increase in payables 295 293
Finance costs 5 1,465 640
Share-based payments 21 39 136
Foreign exchange (gain) /loss 10 -
Impairment of E&E assets 13 339 202
Impairment of Mineral Tenements 13 - 184
Impairment of Financial Assets 17 868 -
Net cash outflow from operations (1,242) (1,749)
Corporation tax (paid) - -
Net cash used in operations (1,242) (1,749)
Cash flows from investing activities
Purchase of PPE - (1)
Payments to acquire exploration asset 13 (186) (419)
Payments for tenements 13 (30) (17)
Net cash (outflow) from investing activities (216) (437)
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs 19 347 772
Proceeds from new borrowings 23 1,146 1,460
Repayment of borrowings - Non current 23 - (24)
Repayments of borrowings 23 (55) (79)
Net cash inflow from financing activities 1,438 2,129
Net (decrease) in cash and cash equivalents (20) (57)
Cash and cash equivalents at the beginning of period 38 155
Exchange (losses)/gains on cash and cash equivalents - (60)
Cash and cash equivalents at end of period 15 18 38
Major non-cash transactions are disclosed in note 23.
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Company Statement of Financial Position
Red Rock Resources Plc (Registration Number: 05225394) as at 30 June 2025
Notes 30 June 30 June
2025 2024
£'000 £'000
ASSETS
Non-current assets
Investments in subsidiaries 11 893 893
Investments in associates and joint ventures 12 1,111 1,111
Financial instruments - fair value through other comprehensive income (FVTOCI) 14 334 736
Exploration property 13 12,948 12,948
PPE - 1
Non-current receivables 16 4,990 5,410
Total non-current assets 20,276 21,099
Current assets
Cash and cash equivalents 15 14 17
Loans and other receivables 17 228 727
Total current assets 242 744
TOTAL ASSETS 20,518 21,843
EQUITY AND LIABILITIES
Called up share capital 19 3,429 3,143
Share premium account 34,640 33,804
Other reserves 1,385 1,773
Retained earnings (29,286) (25,071)
Total equity 10,168 13,649
LIABILITIES
Non-current liabilities
Borrowings 18 1,003 756
Total non-current liabilities 1,003 756
Current liabilities
Trade and other payables 18 2,585 2,511
Intra-group borrowings 18 2,111 1,890
Short-term borrowings 18 4,651 3,037
Total current liabilities 9,347 7,438
TOTAL EQUITY AND LIABILITIES 20,518 21,843
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own Income Statement or Statement of Comprehensive Income. The Company's
loss for the financial year was £4.22 million (2024: loss of £2.27 million).
The Company's total comprehensive loss for the financial year was £4.62
million (2024: loss of £2.27 million).
These Financial Statements were approved by the Board of Directors and
authorised for issue on 19 December 2025 and are signed on its behalf by:
Andrew Bell
Chairman and CEO
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Company Statement of Changes in Equity
for the year ended 30 June 2025
The movements in equity during the period were as follows:
Share Share Retained Other Total
capital premium earnings reserves equity
£'000 account £'000 £'000 £'000
£'000
As at 1 July 2023 2,961 32,785 (22,798) 1,676 14,624
Changes in equity for 2024
Loss for the year - - (2,273) - (2,273)
Total comprehensive income for the year - - (2,273) - (2,273)
Transactions with owners
Issue of shares 182 1,019 - - 1,201
Issue of warrants - - - 97 97
Total transactions with owners 182 1,019 - 97 1,298
As at 30 June 2024 3,143 33,804 (25,071) 1,773 13,649
Changes in equity for 2025
Loss for the year - - (4,215) - (4,215)
Revaluation of FVTOCI assets - - - (452) (452)
Total comprehensive income for the year - - (4,215) (452) (4,667)
Transactions with owners
Issue of shares 286 836 - - 1,122
Issue of warrants - - - 64 64
Total transactions with owners 286 836 - 64 1,186
As at 30 June 2025 3,429 34,640 (29,286) 1,385 10,168
FVTOCI financial assets revaluation Total
reserve Share-based other
£'000 payment Warrant reserves
reserve reserve £'000
£'000 £'000
As at 1 July 2023 452 230 994 1,676
Changes in equity for 2024
Transactions with owners
Issue of warrants - - 97 97
Total transactions with owners - - 97 97
As at 30 June 2024 452 230 1,091 1,773
Changes in equity for 2025
Transactions with owners
Transfer of FVTOCI relating to revaluations (452) - - (452)
Issue of warrants - - 64 64
Total transactions with owners (452) - 64 (388)
As at 30 June 2025 0 230 1,155 1,385
See note 20 for a description of each reserve included above.
Company Statement of Cash Flows
for the year ended 30 June 2025
30 June 30 June
2025 2024
£'000 £'000
Cash flows from operating activities
Loss before taxation (4,215) (2,273)
Increase in receivables (431) (854)
Increase in payables 266 156
Finance costs (Note 5) 1,465 640
Share-based payments (Note 21) 39 136
Change in valuen in FVTPL financial assets (50) -
Foreign exchange (gain)/loss (86) -
Impairment of financial assets 868 -
Impairment of loans to subsidiaries 703 295
Net cash outflow from operations (1,442) (1,900)
Cash flows from investing activities
Net cash outflow from investing activities - -
Cash flows from financing activities
Proceeds from issue of shares 347 772
Proceeds from new borrowings (Note 23) 1,146 1,169
Repayment of borrowings - Non current (Note 23) - (24)
Repayment of borrowings (Note 23) (54) (79)
Net cash inflow from financing activities 1,439 1,838
Net (decrease)/increase in cash and cash equivalents (3) (61)
Cash and cash equivalents at the beginning of period 17 149
Exchange losses on cash and cash equivalents - (71)
Cash and cash equivalents at end of period (Note 15) 14 17
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Significant non cash transactions undertaken in the year are disclosed in note
23 to these Financial Statements.
Notes to the Financial Statements
for the year ended 30 June 2025
1. Principal Accounting Policies
1.1 Corporate Information
Red Rock Resources Plc is a public limited company, incorporated and domiciled
in England and Wales. The Company's ordinary shares are traded on AIM. The
principal activities of the Group are the exploration for and development of
mineral resources in multiple locations globally, principally in Africa and
Australia.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006. The Financial Statements have been prepared on the historical cost
basis, except for certain financial instruments, which are carried as
described in the respective sections in the policies below. The principal
accounting policies adopted are set out below.
Going Concern
It is the prime responsibility of the Board to satisfy itself that the Company
and the Group can continue as a going concern. At 30 June 2025, the Group held
cash and cash equivalents of £18k and had total borrowings of £5.7 million.
The Directors expect that additional funding will need to be secured during
the current financial year in order to meet working capital requirements and
progress planned work programmes.
In forming their view on going concern, the Directors have considered the
Group's cash flow forecasts and budgets, which include assumptions around
future fundraising activity; the ability of Directors to reduce or defer
remuneration if required; progress made on operational initiatives post
year-end; the capacity to defer discretionary expenditure; and the willingness
of suppliers and other creditors to extend payment terms where necessary. The
Directors have also taken into account the potential proceeds expected from
the settlement of the DRC litigation, alongside the sale of its royalty
interest in the El Limon project in Colombia post year end and the ongoing
capacity to raise additional equity finance on the capital markets.
Further to the above, on 19 December 2025 the Company raised an additional
£500,000 in new funding via a series of equity placings totalling £450,000
(before costs) and a debt placing of £50,000, which the Directors have
determined, when combined with the negotiated deferral of various amounts
payable, represents sufficient working capital to meet the immediate term
funding needs of the business up to 31 March 2026. The Directors have
determined that the Company will require additional resources to continue to
meet its obligations as they fall due beyond this date, which may take the
form of any combination of the above mentioned sources of finance, in addition
to the potential for further negotiated deferrals of amounts payable.
On this basis, the Directors believe that the Group has, or will be able to
secure, access to sufficient resources to meet its obligations as they fall
due for a period of at least 12 months from the date of approval of these
Financial Statements. Accordingly, they consider it appropriate to prepare the
Financial Statements on a going concern basis.
However, the timing and quantum of the potential funding sources remain
uncertain. This gives rise to a material uncertainty that may cast significant
doubt on the Group's ability to continue as a going concern and may require
further equity or debt funding to be raised, subject to market conditions at
the relevant time. As the Group's ability to meet minimum licence work
commitments depends on obtaining additional funding, failure to secure such
funding when required could, in turn, affect compliance with licence terms and
result in impairment of the related assets.
If the Group were unable to continue as a going concern, adjustments would be
necessary to reduce asset values to their recoverable amounts, recognise
additional liabilities that may arise, and reclassify certain non-current
assets as current. These Financial Statements do not include such adjustments.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards
and interpretations, which have not been applied in these Financial Statements
were in issue but not yet effective:
· Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures: Classification and Measurement of Financial
Instruments - 1 January 2026;
· Annual Improvements to IFRS standards - Volume 11 - 1 January
2026;
· IFRS 18 Presentation and Disclosure in Financial Statements - 1
January 2027.
The effect of these new and amended standards and interpretations, which are
in issue but not yet mandatorily effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early in either the
current or the preceding financial year.
1.3 Basis of Consolidation
The Consolidated Financial Statements of the Group incorporate the Financial
Statements of the Company and subsidiaries controlled by the Company made up
to 30 June each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain economic benefits from their
activities. Subsidiaries are consolidated from the date on which control is
obtained, the acquisition date, up until the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued, contingent consideration
and liabilities incurred or assumed at the date of exchange. Costs, directly
attributable to the acquisition, are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are initially measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if additional
information is obtained within one year of the acquisition date, about facts
or circumstances, existing at the acquisition date. Other changes in
provisional fair values are recognised through profit or loss.
Non-controlling interests in subsidiaries are measured at the proportionate
share of the fair value of their identifiable net assets.
Intra-group transactions, balances and unrealised gains and losses on
transactions between the Group companies are eliminated on consolidation,
except to the extent that intra-group losses indicate an impairment.
At 30 June 2025, the Consolidated Financial Statements combine those of the
Company with those of its subsidiaries, Red Rock Australasia Pty Ltd, New
Ballarat Gold Corporation Plc, RRR Coal Ltd, African Lithium Resources
Limited, Lac Minerals Ltd, Lacgold Resources SARLU, Faso Minerals Ltd, Faso
Greenstone Resources SARLU, Jimano Ltd, Red Rock Resources Congo S.A.U., Red
Rock Galaxy SA, RedRock Kenya Ltd, RRR Kenya Ltd and Red Rock Resources (HK)
Ltd.
The Group's dormant subsidiaries Intrepid Resources Ltd, Red Rock Resources
Inc., Red Rock Cote D'Ivoire SARL and Basse Terre SARL, have been excluded
from consolidation on the basis of the exemption provided by Section 405(2) of
the Companies Act 2006 that their inclusion is not material for the purpose of
giving a true and fair view.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income are allocated
between the Parent and non-controlling interests, even if this results in the
non-controlling interest having a deficit balance.
Transactions with non-controlling interests, that do not result in loss of
control, are accounted for as equity transactions. Any differences between the
adjustment for the non-controlling interest and the fair value of
consideration paid or received are recognised in "other reserves" in equity.
1.4 Summary of Significant Accounting Policies
1.4.1 Mineral Tenements and Exploration Property
Exploration licence and property acquisition costs are capitalised in
intangible assets. Licence costs, paid in connection with a right to explore
in an existing exploration area, are also capitalised. Licence and property
acquisition costs are reviewed at each reporting date to confirm that there is
no indication that the carrying amount exceeds the recoverable amount. If no
future activity is planned or the licence has been relinquished or has
expired, the carrying value of the licence and property acquisition costs are
written off through the statement of profit or loss and other comprehensive
income. Upon commencement of production, intangible exploration and evaluation
assets are transferred to property, plant and equipment and depreciated over
the life of production.
1.4.2 Investment in Associates
An associate is an entity over which the Group has the power to exercise
significant influence, but not controlled or jointly controlled by the Group,
through participation in the financial and operating policy decisions of the
investee.
Investments in associates are recognised in the Consolidated Financial
Statements, using the equity method of accounting. The Group's share of
post-acquisition profits or losses is recognised in profit or loss and its
share of post-acquisition movements in other comprehensive income is
recognised directly in other comprehensive income.
The carrying value of the investment, including goodwill, is tested for
impairment, when there is objective evidence of impairment. Losses in excess
of the Group's interest in those associates are not recognised, unless the
Group has incurred obligations or made payments on behalf of the associate.
Where the Group transacts with an associate of the Group, unrealised gains are
eliminated to the extent of the Group's interest in the relevant associate.
Unrealised losses are also eliminated, unless the transaction provides
evidence of an impairment of the asset transferred, in which case appropriate
provision is made for impairment.
In the Company Financial Statements, investments in associates are recognised
and held at cost. The carrying value of the investment is tested for
impairment, when there is objective evidence of impairment.
1.4.3 Interests in Joint Ventures
The Group recognises its interest in the jointly controlled entity's assets
and liabilities, using the equity method of accounting. Under the equity
method, the interest in the joint venture is carried in the Statement of
Financial Position at cost plus post-acquisition changes in the Group's share
of its net assets, less distributions received and less any impairment in
value of individual investments. The Group Income Statement reflects the share
of the jointly controlled entity's results after tax.
Any goodwill, arising on the acquisition of a jointly controlled entity, is
included in the carrying amount of the jointly controlled entity and is not
amortised. To the extent that the net fair value of the entity's identifiable
assets, liabilities and contingent liabilities is greater than the cost of the
investment, a gain is recognised and added to the Group's share of the
entity's profit or loss in the period in which the investment is acquired.
Where necessary, adjustments are made to bring the accounting policies in line
with those of the Group's and to reflect impairment losses where appropriate.
Adjustments are also made in the Group's Financial Statements to eliminate the
Group's share of unrealised gains and losses on transactions between the Group
and its jointly controlled entity. The Group ceases to use the equity method
on the date from which it no longer has joint control over, or significant
influence in, the joint venture.
1.4.4 Taxation
Corporation tax is provided on taxable profits or losses at the current rate.
The tax expense/credit represents the sum of the current tax expense/credit
and deferred tax.
The tax currently payable/receivable is based on taxable profit or loss for
the year. Taxable profit or loss differs from accounting profit or loss as
reported in the Statement of Comprehensive Income, because it excludes items
of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group's
liability for current tax is measured using tax rates that have been enacted
or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable
profit or loss and is accounted for using the balance sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against, which deductible, temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of goodwill or
from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction, which affects neither the taxable
profit or loss nor the accounting profit or loss.
Deferred tax liabilities are recognised for taxable temporary differences,
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the
period, when the asset is realised or the liability is settled, based upon tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is charged or credited in profit or loss, except when it relates
to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity, or items charged or credited directly to
other comprehensive income, in which case the deferred tax is also recognised
in other comprehensive income.
Deferred tax assets and liabilities are offset, where there is a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax relates to income tax levied by the same tax authorities on
either:
· The same taxable entity; or
· Different taxable entities, which intend to settle current tax
assets and liabilities on a net basis or to realise and settle them
simultaneously in each future period, when the significant deferred tax assets
and liabilities are expected to be realised or settled.
1.4.5 Foreign Currencies
Both the functional and presentational currency of Red Rock Resources Plc is
Pounds Sterling ("£"). Each Group entity determines its own functional
currency, and items included in the Financial Statements of each entity are
measured using that functional currency.
The functional currencies of the major foreign subsidiaries are Australian
Dollars ("AUD"), the Congolese Franc ("CDF"), and Kenyan Shillings ("KES").
Transactions in currencies other than the functional currency of the relevant
entity are initially recorded at the exchange rate, prevailing on the dates of
the transaction. At each reporting date, monetary assets and liabilities, that
are denominated in foreign currencies, are translated at the exchange rate,
prevailing at the reporting date. Non-monetary assets and liabilities, carried
at fair value that are denominated in foreign currencies, are translated at
the rates, prevailing at the date when the fair value was determined. Gains
and losses, arising on translation, are included in profit or loss for the
period, except for exchange differences on non-monetary assets and
liabilities, which are recognised directly in other comprehensive income, when
the changes in fair value are recognised directly in other comprehensive
income.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates, prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates
have fluctuated significantly during the year, in which case the exchange rate
at the date of the transaction is used. All exchange differences arising, if
any, are recognised as other comprehensive income and are transferred to the
Group's foreign currency translation reserve.
1.4.6 Share-Based Payments
Share Options
The Group operates an equity-settled share-based payment arrangement, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of options, granted to Directors and others in respect of
services provided, is recognised as an expense in the Income Statement, with a
corresponding increase in equity reserves - the share-based payment reserve,
until the award has been settled and then make a transfer to share capital. On
exercise or lapse of share options, the proportion of the share-based payment
reserve, relevant to those options, is transferred to retained earnings. On
exercise, equity is also increased by the amount of the proceeds received.
The fair value is measured at grant date and charged over the vesting period,
during which the option becomes unconditional.
The fair value of options is calculated using the Black-Scholes model, taking
into account the terms and conditions upon which the options were granted. The
exercise price is fixed at the date of grant.
Non-market conditions are performance conditions that are not related to the
market price of the entity's equity instruments. They are not considered, when
estimating the fair value of a share-based payment. Where the vesting period
is linked to a non-market performance condition, the Group recognises the
goods and services it has acquired during the vesting period, based on the
best available estimate of the number of equity instruments expected to vest.
The estimate is reconsidered at each reporting date, based on factors such as
a shortened vesting period, and the cumulative expense is "trued up" for both
the change in the number expected to vest and any change in the expected
vesting period.
Market conditions are performance conditions that relate to the market price
of the entity's equity instruments. These conditions are included in the
estimate of the fair value of a share-based payment. They are not taken into
account for the purpose of estimating the number of equity instruments that
will vest. Where the vesting period is linked to a market performance
condition, the Group estimates the expected vesting period. If the actual
vesting period is shorter than estimated, the charge is accelerated in the
period that the entity delivers the cash or equity instruments to the
counterparty. When the vesting period is longer, the expense is recognised
over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e. other than share
options), fair value is measured on the basis of an observable market price.
Warrants or options, issued to parties other than employees, are valued based
on the value of the service provided.
Share Incentive Plan
Where shares are granted to employees under the Share Incentive Plan, the fair
value of services provided is determined indirectly by reference to the fair
value of the free, partnership and matching shares, granted on the grant date.
Fair value of shares is measured on the basis of an observable market price,
i.e. share price as at grant date, and is recognised as an expense in the
Income Statement on the date of the grant. For the partnership shares, the
charge is calculated as the excess of the mid-market price on the date of
grant over the employee's contribution.
1.4.7 Pension
The Group operates a defined contribution pension plan, which requires
contributions to be made to a separately administered fund. Contributions to
the defined contribution scheme are charged to profit or loss as they become
payable.
1.4.8 Exploration Assets
Exploration assets comprise exploration and development costs incurred on
prospects at an exploratory stage. These costs include the cost of
acquisition, exploration, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads directly
associated with those projects. These costs are carried forward in the
Statement of Financial Position as non-current intangible assets less
provision for identified impairments.
Recoverability of exploration costs is dependent upon successful development
and commercial exploitation of each area of interest and will not be amortised
until the existence (or otherwise) of commercial reserves in the area of
interest has been determined, at which point the capitalised E&E costs
will be transferred into Property, Plant and Equipment and amortised on a unit
of production basis. The Group and the Company currently have no exploration
assets where production has commenced.
The Group adopts the "area of interest" method of accounting, whereby all
exploration and development costs relating to an area of interest, are
capitalised and carried forward until abandoned. In the event that an area of
interest is abandoned, or if the Directors consider the expenditure to be of
no value, accumulated exploration costs are written off in the financial year
in which the decision is made. All expenditure incurred prior to approval of
an application is expensed with the exception of refundable rent, which is
raised as a receivable.
Upon disposal, the difference between the fair value of consideration
receivable for exploration assets and the relevant cost within non-current
assets is recognised in the Income Statement.
1.4.9 Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36 "Impairment of
Assets" does not apply, are reviewed at the end of each reporting period for
impairment, when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts. The recoverable amount of the assets is the higher
of the assets' fair value less costs to sell and their value-in-use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated Statement of
Comprehensive Income.
When there is a change in the estimates used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
1.4.10 Finance Income/Expense
Finance income and expense is recognised as interest accrues, using the
effective interest method. This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the relevant
period, using the effective interest rate, which is the rate that exactly
discounts estimated future cash receipts or re-payments through the expected
life of the financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.11 Financial Instruments
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. The Group's
accounting policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives,
where the time value offsets the negative intrinsic value. They are carried in
the Statement of Financial Position at fair value, with changes in fair value
recognised in the Consolidated Statement of Comprehensive Income in the
finance income or expense line. Other than derivative financial instruments,
which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
Amortised Cost
These assets comprise the types of financial assets, where the objective is to
hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions, for current and non-current trade
receivables. are recognised, based on the simplified approach within IFRS 9,
using a provision matrix in the determination of the lifetime expected credit
losses.
During this process, the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss, arising from default to determine the lifetime expected
credit loss for the trade receivables. For the receivables, which are reported
net, such provisions are recorded in a separate provision account, with the
loss being recognised in the Consolidated Statement of Comprehensive Income.
On confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to
related parties, are recognised, based on a forward-looking expected credit
loss model. The methodology, used to determine the amount of the provision, is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset, based on analysis of internal or
external information. For those where the credit risk has not increased
significantly since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are recognised. For
those for which credit risk has increased significantly, lifetime expected
credit losses, along with the gross interest income, are recognised. For those
that are determined to be credit impaired, lifetime expected credit losses,
along with interest income on a net basis, are recognised.
The Group considers a financial asset in default, when contractual payments
are 180 days past due. However, in certain cases, the Group may also consider
a financial asset to be in default, when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full, before taking into account any credit enhancements held by
the Group. A financial asset is written off, when there is no reasonable
expectation of recovering the contractual cash flows.
The Group's financial assets, measured at amortised cost, comprise trade and
other receivables and cash and cash equivalents in the Consolidated Statement
of Financial Position. Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and, for the purpose of the
Statement of Cash Flows, bank overdrafts. Bank overdrafts are shown within
loans and borrowings in current liabilities on the Consolidated Statement of
Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group has strategic investments in listed and unlisted entities, which are
not accounted for as subsidiaries, associates or jointly controlled entities.
For those investments, the Group has made an irrevocable election to classify
the investments at fair value through other comprehensive income rather than
through profit or loss as the Group considers this measurement to be the most
representative of the business model for these assets. They are carried at
fair value, with changes in fair value recognised in other comprehensive
income, and accumulated in the fair value through other comprehensive income
reserve. Upon disposal, any balance, within fair value through other
comprehensive income reserve, is reclassified directly to retained earnings
and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly
represents a recovery of part of the cost of the investment, in which case,
the full or partial amount of the dividend is recorded against the associated
investments carrying amount.
Purchases and sales of financial assets, measured at fair value through other
comprehensive income, are recognised on settlement date with any change in
fair value between trade date and settlement date, being recognised in the
fair value through other comprehensive income reserve.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset, takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities, for which fair value is measured or disclosed in
the Financial Statements, are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
· Level 2 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable; and
· Level 3 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on
a recurring basis, the Group determines, whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of
assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as
explained above.
Financial Liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired:
Other Financial Liabilities at Amortised Cost
Other financial liabilities include:
· Borrowings, which are initially recognised at fair value net of
any transaction costs directly attributable to the issue of the instrument.
Such interest-bearing liabilities are subsequently measured at amortised cost,
using the effective interest rate method, which ensures that any interest
expense over the period to repayment is at a constant rate on the balance of
the liability carried in the Consolidated Statement of Financial Position. For
the purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption as well as any
interest or coupon payable while the liability is outstanding;
· Liability components of convertible loan notes are measured as
described further below; and
· Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost, using the effective interest method.
1.4.12 Investments
Investments in subsidiaries are classified as non-current assets and included
in the Statement of Financial Position of the Company at cost at the date of
acquisition less any identified impairments.
For acquisitions of subsidiaries or associates achieved in stages, the Company
re-measures its previously held equity interests in the acquiree at its
acquisition-date fair value and recognises the resulting gain or loss, if any,
in profit or loss. Any gains or losses, previously recognised in other
comprehensive income, are transferred to profit and loss.
Investments in associates and joint ventures are classified as non-current
assets and included in the Statement of Financial Position of the Company at
cost at the date of acquisition less any identified impairment.
1.4.13 Dividend Income
Dividends, received from strategic investments, are recognised, when they
become legally receivable. In case of interim dividends, this is when
declared. In case of final dividends, this is when approved by the
shareholders at the Annual General Meeting.
1.4.14 Share Capital
Financial instruments, issued by the Group, are classified as equity only to
the extent that they do not meet the definition of a financial liability or
financial asset. The Group's ordinary shares are classified as equity
instruments.
1.4.15 Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated
into their liability and equity components where applicable. The amount
initially attributed to the debt component equals the discounted cash flows,
using a market rate of interest that would be payable on a similar debt
instrument that does not include an option to convert. Subsequently, the debt
component is accounted for as a financial liability, measured at amortised
cost until extinguished on conversion or maturity of the bond. The remainder
of the proceeds is allocated to the conversion option and is recognised in the
"Convertible debt option reserve" within shareholders' equity, net of income
tax effects.
1.4.16 Warrants
Derivative contracts, that only result in the delivery of a fixed amount of
cash or other financial assets for a fixed number of an entity's own equity
instruments, are classified as equity instruments. When warrants are issued,
attached to specific loan notes, the Company estimates the fair value of the
issued warrants, using the Black-Scholes pricing model, taking into account
the terms and conditions upon which the warrants were issued, value of such
warrants is deducted from the balance of loan notes, a directly attributable
transaction cost. Warrants, relating to equity finance and issued together
with ordinary shares placement, are valued by residual method and treated as
directly attributable transaction costs and recorded as a reduction of share
premium account based on the fair value of the warrants. Warrants, classified
as equity instruments, are not subsequently re-measured.
1.4.17 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting, provided to the chief operating decision-maker as required by IFRS
8 "Operating Segments". The chief operating decision-maker, responsible for
allocating resources and assessing performance of the operating segments, has
been identified as the Board of Directors. The accounting policies of the
reportable segments are consistent with the accounting policies of the Group
as a whole. Segment profit/(loss) represents the profit/(loss) earned by each
segment without allocation of foreign exchange gains or losses, investment
income, interest payable and tax. This is the measure of profit that is
reported to the Board of Directors for the purpose of resource allocation and
the assessment of segment performance. When assessing segment performance and
considering the allocation of resources, the Board of Directors review
information about segment non-current assets. For this purpose, all
non-current assets are allocated to reportable segments.
1.5 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Group's Consolidated Financial Statements, requires
management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities at the end of
the reporting period. However, uncertainty, about these assumptions and
estimates, could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
Significant Judgements in Applying the Accounting Policies
In the process of applying the Group's accounting policies, management has
made the following judgements, which have the most significant effect on the
amounts, recognised in the Consolidated Financial Statements:
Contingent Consideration for the Acquisition of 49.9% Interest in Red Rock
Australasia
During the prior year, the Company entered into an agreement to acquire the
49.9% interest in Red Rock Australasia Pty Ltd from Power Metals plc, via its
ownership in the holding company New Ballarat Gold Corporation plc - see note
24 for details. The consideration payable for the acquisition includes two
tranches payable in cash or shares in the event of a threshold level of JORC
compliant reserves being attained following a reassessment of the mineral
resource within the company licence areas - see note 24 for further details.
The directors have determined that there can be no certainty that levels of
resource will be attained sufficient to trigger the crystallisation of these
contingent consideration tranches, such that they have not been recognised as
liabilities in these financial statements.
Recognition of Holdings Less Than 20% as an Associate
The Company owns 15% of the issued share capital of Mid Migori Mining Company
Ltd ("MMM"). Andrew Bell is a member of the board of MMM. In accordance with
IAS 28, the Directors of the Company consider that, the agreements whereby the
Company owns the beneficial interest in the Kenyan assets, and the input of
resource by the Company in respect of drilling and analytical activities, to
provide the Group with significant influence as defined by the standard. As
such, MMM has been recognised as an associate for the years ended 30 June
2024, 30 June 2023, 30 June 2022, 30 June 2021, 30 June 2020 and 30 June 2019.
The effect of recognising MMM as an FVTOCI financial asset would be to
increase the profit by £nil (2023: increase the profit by £nil).
Extension of Convertible Loan Notes (CLN's)
As at 30 June 2025, within short term borrowings the Group had issued
convertible loan notes. The repayment date of this agreement has passed and no
extension agreement was formalised at the time. The contractual terms relating
to interest have continued with interest accruing up to the time of repayment,
however contractual terms relating to the repayment remain under negotiation.
The loan is therefore disclosed as current whilst the repayment terms are
effectively suspended with interest accruing until a formal agreement is
concluded. On this basis, and in accordance with IFRS 9, management has
assessed that the extension of this loan agreement does not constitute a
substantial modification of the original financial liability, as no
contractual change to the terms of the loan has yet been agreed. Consequently,
the carrying amount of the loan continues to approximate its previous
measurement basis. Once revised terms are agreed, the Group will reassess the
loan classification and measurement under IFRS 9, which may result in
recognition of a modification gain or loss.
Significant Accounting Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined
based on estimates and assumptions of future events. The key estimates and
assumptions, that have a significant risk of causing a material adjustment to
the carrying amounts of certain assets and liabilities within the next annual
reporting period, include the impairment determinations, the useful lives of
property, plant and equipment, the bad debt provision and the fair values of
our financial assets and liabilities.
Kansai Loan Payable
Included in non-current loans payable is a loan payable to Kansai for a
principal amount of USD 1 million (£732k), which the Group has held for
multiple years. The original terms of the loan did not specify an interest
obligations, and as such the Group has not accrued interest on this loan in
its previous financial statements. During the year management has held
discussions with Kansai around the potential modification of the loan to
include the obligation to repay interest on the principal amount. Whilst the
discussions remain ongoing, the Directors have determined that an estimated
rate of 10% interest on the loan, calculated on a straight line basis and
applied from November 2020 (being the date of inception of the loan),
represents a suitable estimate for the likely commercial agreement for the
modification of this loan when agreed at a future date. The Directors consider
that, as there was no legal or contractual obligation in previous years to
accrue interest on this loan, and as the commercial discussions around
applying interest have arisen in the current year, this development represents
a change in accounting estimate in the current year and does not trigger the
assessment of a prior year adjustment. As a result, this amount of interest
has been accrued on the loan within the current year.
Recoverability of VUP Litigation Related Receivable
The directors have reviewed progress as regards the outstanding litigation
relating to the VUP project with a view to assessing the recoverability of the
amounts held within the balance sheet totalling £1,096,256. The directors
consider that the carrying value of this receivable at the current balance
sheet date is more than justified given the potential quantum and likelihood
of a favourable outcome.
The VUP JV asset was misappropriated some years ago by the 25% local partner
by way of a sale of the project to a third party without our consent, for a
total consideration of USD 20 million. On discovery of this development, the
Company pursued a cure through the DRC courts and obtained a final and
non-appealable judgment that it is entitled to 50.1% of the USD 5 million
consideration already paid to the JV partner for the unapproved sale of the
project. The Company then began an arbitration process in relation to the USD
15 million consideration not yet paid by the purchaser to the JV partner.
Some 30 months following the conclusion of the arbitration hearings, we are
pushing for release of the award. A number of delays have been encountered to
this process, however it now appears that the matter should be concluded in
the near term. At the same time, we have engaged in indirect discussion with
the former local partner and in the last days have reached an understanding on
acceptance of the terms of settlement.
The Company therefore expects a successful conclusion in the near future to
our current arbitration, with early payment of any award.
In assessing the above matters and impact on the recoverability of the asset
carrying value, the Directors have had to apply judgements, based on the legal
advice received from local counsel, as to the likelihood of a successful
outcome to the remaining legal process and the likelihood of successfully
receiving funds due once the legal process has fully completed.
The Directors have estimated that the recoverable amount greatly exceeds the
carrying value of the asset, albeit it subject to the above described
uncertainties, such that no impairment of the asset carrying value is
required.
Whilst the directors believe that this balance will become realised in the
near term, given the time taken to date there remains a level of uncertainty
over the timing of such an event, such that the directors have determined it
appropriate to continue to carry this balance as non-current so as to present
the liquidity position of the Group on the most prudent basis. See note 16 for
details.
Recoverability of Capitalised Exploration and Evaluation Costs
Kenya
In prior years the Kenyan exploration licences came due for renewal, inclusive
of a 50% relinquishment obligation. Applications for renewal have now been
made and the directors believe they have dealt with any issues raised in
relation to the processing of these renewal applications. The Directors
believe that the Migori gold project remains amongst the highest quality of
comparable Kenyan projects, with conservative estimations of 844,000 oz gold
Resource (formerly calculated at 1.2 million oz), further supported by the
strength of the gold price in local currency. The Directors therefore believe
that it is prudent to retain the current carrying value of the project in
these financial statements. As at the date of these Financial Statements, the
formal renewal of the Group's licences in Kenya remained subject to
administrative and legal processes currently under way. However the Directors
remain strongly of the view that renewal of the licences will be formalised in
due course and note that the process of renewal has not in the past been
completed until some time after the expiry date. The administrative
processes associated with the renewal have been affected also by the
replacement of the Responsible Cabinet Secretary and Principal Secretary.
Burkina Faso
During the year, the Group's Bilbale licence in Burkina Faso came up for
renewal. As at the date of this report, renewal of this licence has not been
processed, giving rise to a trigger for potential impairment of the carrying
value of this licence. Renewal of the Boulon licence in Burkina Faso arises in
1H2026, and as such the Directors are confident that application and
processing of the renewal of this licence will proceed as necessary. However,
given the indication of potential impairment of the Bilbale licence, the
Directors have decided to fully impair the capitalised costs associated with
this specific licence in the current year. Following an assessment of the
allocation of the total capitalised costs of £482k associated with the two
Burkina Faso projects, the Directors have determined that £339k is directly
attributable to the Bilbale licence and £143k attributable to the Boulon
licence. Consequently, an impairment charge of £339k has been recognised in
the current year in respect of the Bilbale licence area in the consolidated
Financial Statements and an impairment charge of £703k has been recognised in
respect of the entire intercompany loan receivable from the Burkina Faso
subsidiaries in the parent company Financial Statements.
Australia
The Company has assembled a portfolio of Australian properties comprising a
broad range from exploration targets to near term appraisal (and hence
resource potential targets), all of which remain largely undeveloped by modern
standards of exploration. Two key former mines, Ajax and the recently acquired
Berringa, have been the focus of recent exploration efforts, including a
drilling campaign at Berringa. A high-grade target with a range reaching 1.2
million oz and a most likely 500k oz plus has been identified by this work at
Berringa. The Company believes both mining areas can be brought into
production, with additional value catalysts being presented by proximity to
third party processing plants, currently operating sub capacity.
During the prior year, the Company acquired the remaining interest in the
Australia projects from its JV partner, see note 24 for further details.
The Company expects, subject to market conditions, to continue preparations
for the listing of the Australian subsidiary NBGC, including the intended
completion of a Pre-IPO financing round for NBGC in 2026. The Company has
therefore deemed the carrying value of these assets to remain recoverable,
given high asset quality, low "pegging" costs and the proximity to
underutilised infrastructure.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value of share options is determined using the
Black-Scholes model. The model has its strengths and weaknesses and requires
six inputs as a minimum: 1) the share price; 2) the exercise price; 3) the
risk-free rate of return; 4) the expected dividends or dividend yield; 5) the
life of the option; and 6) the volatility of the expected return. The first
three inputs are normally, but not always, straightforward. The last three
involve greater judgement and have the greatest impact on the fair value.
Fair Value of Financial Assets
A financial asset, or a group of financial assets, is deemed to be impaired
if, and only if, there is objective evidence of impairment as a result of one
or more events that has occurred after the initial recognition of the asset
(an incurred "loss event") and that loss event has an impact on the estimated
future cash flows of the financial asset or the group of financial assets that
can be reliably estimated. This determination requires significant judgement.
In making this judgement, the Group evaluates, among other factors, the
duration and extent to which fair value of an investment is less than its
cost.
In the case of equity investments, classified as financial instruments with
fair value movements through other comprehensive income (FVTOCI), objective
evidence would include a significant or prolonged decline in the fair value of
the investment below its cost. "Significant" is evaluated against the original
cost of the investment and "prolonged" against the period in which the fair
value has been below its original cost. With respect to Elephant Oil the fair
value in prior years was based on the fair value implied by the last
fundraising round undertaken by the company during preparations for its
proposed listing. The Company has determined not to pursue a listing at this
time and instead is evaluating funding strategies to continue development of
its portfolio without a listing, which may include a significant private
financing. The Directors of the Company have determined that the elapsed time
from the last funding round gives rise to a need to revisit the fair value
determination of the investment, and have considered that, given the
uncertainties surrounding the appropriate fair value of this investment, the
original cost now represents the best analogue for fair value and have
consequently booked a fair value adjustment charge in the current year.
Mining share prices typically have more volatility than most other shares and
this is taken into account by management, when considering if a significant
decline in the fair value of its mining investments has occurred. Management
would consider that there is a prolonged decline in the fair value of an
equity investment, when the period of decline in fair value has extended to
beyond the expectation management have for the equity investment. This
expectation will be influenced particularly by the Company development cycle
of the investment.
Impairment of Financial Assets
Following the year end, the Group disposed of its royalty interest in the El
Limon gold mine in Colombia for consideration of £1 million in cash. The
directors have determined that, whilst the decision to undertake the disposal
was taken post the reporting date, the consideration value for the disposal
indicates that at the reporting date the recoverable value of this financial
asset was £1 million, with an impairment charge having been recognised in the
year to align the carrying value of the asset with this determination of
recoverable value.
Impairment of Non-financial Assets
The Group follows the guidance of IAS 36 to determine, when a non-financial
asset is impaired. The Group assesses, at each reporting date, whether there
is an indication that an asset may be impaired. If any indication exists, or
when annual impairment testing for an asset is required, the Group estimates
the asset's recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's (CGU) fair value less costs to sell and
its value in use. Recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent
of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired
and is written down to its recoverable amount.
The group has the following Non-Financial Assets; Investments in associates,
investments in subsidiaries and loans extended to subsidiaries (Company only).
In assessing value in use, the estimated future cash flows are discounted to
their present value, using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs to sell, recent market
transactions are taken into account. If no such transactions can be
identified, an appropriate valuation model is used. These calculations are
corroborated by valuation multiples, quoted share prices for publicly traded
companies or other available fair value indicators.
The Group bases its impairment calculation on detailed projections, which are
prepared separately for each of the Group's CGUs to which the individual
assets are allocated. These projections generally cover a period of five years
with a terminal value or salvage value applied.
Impairment losses of continuing operations are recognised in the Income
Statement in expense categories, consistent with the function of the impaired
asset.
For investments in associates and joint ventures, the Group assesses
impairment after the application of the equity method.
2. Segmental Analysis
The Group consider its mining and exploration activities as separate segments.
These are in addition to the investment activities, which continue to form a
significant segment of the business.
The Group has made a strategic decision to concentrate on several commodities,
ranging from gold to manganese and copper/cobalt, and as such further
segmental analysis by commodity has not been considered useful or been
presented. Transfer prices, between operating segments, are on an arm's length
basis in a manner similar to transactions with third parties.
Year to 30 June 2025 Gold Gold Copper Other Projects Investments Corporate Total
Exploration Exploration Exploration £'000 £'000 and £'000
Australia Kenya DRC unallocated
£'000 £'000 £'000 £'000
Exploration expenses - (111) - (9) - - (120)
Administration expenses (240) - - (3) (2) (1,017) (1,262)
Project development (3) (1) (109) (7) - - (120)
Other project costs - - - (265) - - (265)
Impairment of E&E assets (1) - - (338) - - (339)
Impairment of financial assets - - - - - (868) (868)
Share based payments - - - - - (39) (39)
Currency gain (111) - - - - 203 92
Other income 12 - - - - - 12
Finance costs, net (1) - - - - (1,464) (1,465)
Net (loss) before tax from continuing operations (344) (112) (109) (622) (2) (3,185) (4,374)
Year to 30 June 2024 Gold Gold Copper Other Projects Investments Corporate Total
Exploration Exploration Exploration £'000 £'000 and £'000
Australia Kenya DRC unallocated
£'000 £'000 £'000 £'000
Exploration expenses - (166) - (127) - - (293)
Administration expenses (261) - (8) (3) (2) (999) (1,273)
Project development (13) (41) (8) (218) - - (280)
Other project costs - (18) - (135) - - (153)
Impairment of E&E assets - - - (202) - - (202)
Impairment of mineral tenements (19) - - (165) - - (184)
Share based payments - - - - - (136) (136)
Currency gain (3) - - - - 30 27
Other income - - - - 122 - 122
Finance costs, net - - - - - (640) (640)
Net (loss)/profit before tax from continuing operations (296) (225) (16) (850) 120 (1,745) (3,012)
Information by Geographical Area
Presented below is certain information by the geographical area of the Group's
activities. Income and other gains, from investment sales and the sale of
exploration assets, is allocated to the location of the asset sold.
Year ended 30 June 2025 UK Africa Australia Total
£'000 £'000 £'000 £'000
Non-current assets
Investments in associates and joint ventures - 1,030 - 1,030
Mineral tenements - - 525 525
Exploration properties - 12,949 - 12,949
Exploration assets - 474 - 474
FVTOCI financial assets 334 - - 334
PPE - 17 - 17
Non-current receivables 1,000 1,096 - 2,096
Total segment non-current assets 1,334 15,566 525 17,425
Year ended 30 June 2024 UK Africa Australia Total
£'000 £'000 £'000 £'000
Non-current assets
Investments in associates and joint ventures - 1,030 - 1,030
Mineral tenements - - 532 532
Exploration properties - 12,949 - 12,949
Exploration assets - 627 - 627
FVTOCI financial assets 736 - - 736
PPE 1 18 - 19
Non-current receivables 1,464 1,096 - 2,560
Total segment non-current assets 2,201 15,720 532 18,453
3. (Loss)/Profit for the Year Before Taxation
(Loss)/profit for the year before taxation is stated after charging:
2025 2024
£'000 £'000
Auditor's remuneration:
- fees payable to the Company's auditor for the audit of consolidated and 49 47
Company Financial Statements
Directors' emoluments (note 9) 220 283
- Share Incentive plan - Directors 21 8
- Share Incentive plan - staff 17 2
4. Administrative Expenses
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Staff costs
Payroll 454 546 340 354
Pension 45 49 32 28
Consultants 30 40 30 40
HMRC / PAYE 27 40 27 40
Professional services
Accounting and Audit 197 124 123 111
Legal 3 9 - 7
Marketing 24 47 24 47
Other 82 10 80 -
Regulatory compliance 112 93 103 93
Travel 106 76 105 75
Office and Admin
General 23 95 20 87
IT and Software Costs 14 8 13 6
Rent 89 90 69 69
Insurance 56 47 50 42
Total administrative expenses 1,262 1,274 1,016 999
5. Finance (Costs)/Income, Net
Group 2025 2024
£'000 £'000
Interest income (other than MFP finance income) - -
Dividend income - -
Interest expense & other finance costs (1,465) (640)
Total finance (costs) / income (other than MFP finance income) (1,465) (640)
MFP finance income - note 16 - 122
Other income 12
Total finance (costs) / income (1,453) (518)
Other gains - -
MFP finance income is reflected within other gains on the consolidated profit
and loss.
Please refer to note 16 and note 17 for more details.
6. Project Development and Other Project Expenses
Project development expenses include costs, incurred during the assessment and
due diligence phases of a project, when material uncertainties exist regarding
whether the project meets the Company's investment and development criteria
and whether, as a result, the project will be advanced further. Other
Project Expenses include costs associated with current and previous projects
and include remediation and administration expenses.
Group and Company
2025 2024
£'000 £'000
Project development expenses
VUP (Congo) (110) (8)
Galaxy (Congo) - -
Other (Congo) - (36)
Luanshimba (Congo) - -
Kinsevere - -
Zimbabwe Lithium - (107)
Other (10) (129)
Total project development expenses (120) (280)
Other project costs
Mid Migori Mines (Kenya) - (18)
Greenland (114) (135)
Other (151) -
Total other project expenses (265) (153)
7. Taxation
2025 2024
£'000 £'000
Current period taxation on the Group
UK corporation tax at 19.00% (2024: 19.00%) on (loss) for the period - -
-
Deferred tax
Origination and reversal of temporary differences - -
Deferred tax assets not recognised - -
Tax credit - -
Factors affecting the tax charge/(credit) for the year
(Loss) on ordinary activities before taxation (4,374) (3,012)
(Loss) on ordinary activities at the small company UK standard rate of 19.00% (831) (572)
(2023: 19.00%)
Income not taxable - -
Effect of expenditure not deductible 8 50
Losses brought forward utilised in the current period - -
Tax losses carried forward 823 522
Tax charge - -
No deferred tax charge has been made due to the availability of trading losses
due to uncertainty surrounding future profitability. Unutilised tax losses,
arising in the UK, amount to £5.9 million (2024: £5.2 million). The Company
has applied the "small company" tax rate in the UK of 19% as it falls within
the thresholds of profitability for application of this preferential rate.
On 3 March 2021, the UK government announced that it intended to increase the
main rate of corporation tax to 25% for the financial years beginning 1 April
2023. This new rate was substantively enacted by Finance Act 2021 on 10 June
2021.
8. Staff Costs
The aggregate employment costs of staff (including Directors) for the year in
respect of the Group was:
2025 2024
£'000 £'000
Wages and salaries 455 546
Pension 44 48
Social security costs 27 40
Employee share-based payment charge 39 40
Total staff costs 565 674
The average number of Group employees (including Directors) during the year
was:
2025 2024
Number Number
Executives 4 4
Administration 1 1
Exploration 4 5
9 10
The key management personnel are the Directors and their remuneration is
disclosed within note 9.
66,461,538 free shares were issued to six employees (2024: 36,000,000),
including Directors. 26,724,920 partnership and 53,449,840 matching shares,
making the total of 146,636,298, were issued in the year ended 30 June 2025
(2024: 14,976,000 partnership, 29,952,000 matching, 80,928,000 total).
9. Directors' Emoluments
2025 Directors' Directors' fees - discretionary bonus Consultancy Share Pension Total
fees £'000 fees Incentive Plan contributions £'000
£'000 £'000 £'000 £'000
Executive Directors
A R M Bell 120 - 15 7 15 157
Other Directors
S Quinn 24 - - 7 2 33
A Borrelli 24 - - 7 - 31
168 - 15 21 17 221
2024 Directors' Directors' fees - discretionary bonus Consultancy Share Pension Total
fees £'000 fees Incentive Plan contributions £'000
£'000 £'000 £'000 £'000
Executive Directors
A R M Bell 120 5 15 2 10 152
Other Directors
S Quinn 24 1 - 2 2 29
A Borrelli 24 1 - 2 - 27
168 7 15 6 12 208
The highest paid director in the current year was Mr A Bell who was paid total
remuneration of £157k (2024: £152k).
Social security costs have been included in the above figures for completeness
however does not typically form a component of director's remuneration.
No Directors exercised share options in the year, (2024: nil). During the
year, the Company contributed to a Share Incentive Plan more fully described
in the Directors' Report.
10. Earnings Per Share
The basic earnings/(loss) per share is derived by dividing the loss for the
year, attributable to ordinary shareholders of the Parent by the weighted
average number of shares in issue. Diluted earnings/(loss) per share is
derived by dividing the loss for the year, attributable to ordinary
shareholders of the Parent by the weighted average number of shares in issue
plus the weighted average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary shares.
2025 2024
(Loss)/profit attributable to equity holders of the parent company, £ (4,035,110) (3,010,495)
Adjusted for interest accrued on the convertible notes - -
Adjusted (loss) / profit attributable to equity holders of the parent company (4,035,110) (3,010,495)
used for diluted EPS calculation
Weighted average number of ordinary shares of £0.0001 in issue, used for 5,881,060,011 3,176,919,382
basic EPS
from potential ordinary shares that would have to be issued, if all loan - -
notes, convertible at the discretion of the noteholder, converted at the
beginning of the period or at the inception of the instrument, whichever is
later
Weighted average number of ordinary shares of £0.0001 in issue, including 5,881,060,011 3,176,919,382
potential ordinary shares, used for diluted EPS
2025 2024
(Loss)/earnings per share - basic (0.07 pence) (0.09 pence)
(Loss)/earnings per share - fully diluted (0.07 pence) (0.09 pence)
At 30 June 2025, the effect of all the instruments (fully vested and in the
money) is anti-dilutive as it would lead to a further reduction of loss per
share, therefore, they were not included into the diluted loss per share
calculation.
Options and warrants, that could potentially dilute basic EPS in the future,
but were not included in the calculation of diluted EPS for the periods
presented:
2025 2024
Share options granted to employees - either not vested and/or out of the money 21,000,000 21,000,000
Number of warrants given to shareholders as a part of placing equity 923,592,857 849,156,350
instruments - out of the money
Total number of contingently issuable shares, that could potentially dilute 944,592,857 870,156,350
basic earnings per share in future, and anti-dilutive potential ordinary
shares, that were not included into the fully diluted EPS calculation
There were no ordinary share transactions such as share capitalisation, share
split or bonus issue after 30 June 2025, that could have changed the EPS
calculations significantly, if those transactions had occurred before the end
of the reporting period.
11. Investments in Subsidiaries
Company 2025 2024
£'000 £'000
Cost
At 1 July 894 77
Investment in subsidiaries * - 817
At 30 June 894 894
Impairment
At 1 July (1) (1)
Charge in the year - -
At 30 June (1) (1)
Net book value 893 893
*Additions to investments in subsidiaries in the year arise from the
acquisition of the remaining 49.9% interest in the equity of Red Rock
Australasia Pty Ltd not previously held by the Company from Power Metals plc.
See note 24 for further details.
As at 30 June 2025 and 30 June 2024, the Company held interests in the
following subsidiary companies:
Company Country of Class Proportion Proportion Nature of business
registration Held Held
At 30 June 2025 At 30 June 2024
Red Rock Australasia Pty Ltd Australia Ordinary 100% 100% Mineral exploration
New Ballarat Gold Corporation Plc UK Ordinary 100% 100% Mineral exploration
RedRock Kenya Ltd Kenya Ordinary 87% 87% Mineral exploration
RRR Kenya Ltd Kenya Ordinary 100% 100% Mineral exploration
Red Rock Resources Congo S.A.U. DRC Ordinary 100% 100% Holding company
African Lithium Resources PVT Ltd Zimbabwe Ordinary 64.5% 64.5% Mineral exploration
African Lithium Rescources Limited UK Ordinary 100% 100% Holding Company
Lac Minerals Ltd UK Ordinary 100% 100% Mineral exploration
Lacgold Resources SARLU Ivory Coast Ordinary 100% 100% Mineral exploration
Faso Minerals Ltd UK Ordinary 100% 100% Mineral exploration
Faso Greenstone Resources SARL Burkina Faso Ordinary 100% 100% Mineral exploration
RRR Coal Ltd UK Ordinary 100% 100% Holding company
RRR Lithium Limited UK Ordinary 100% 100% Holding Company
Tripler Royalties Limited UK Ordinary 100% 100% Holding Company
Jimano Ltd Cyprus Ordinary 100% 100% Royalty Holdings
Red Rock Galaxy SA DRC Ordinary 80% 80% Holding company
Red Rock Australasia Pty Ltd registered office is c/o Paragon Consultants PTY
Ltd, PO Box 903, Claremont WA, 6910, Australia.
New Ballarat Gold Corporation Plc registered office is 201 Temple Chambers,
3-7 Temple Avenue, London EC4Y 0DT.
RedRock Kenya Ltd and RRR Kenya Ltd registered office is PO Box 9306 - 003000,
Nairobi, Kenya.
Red Rock Resources Congo S.A.U. registered office is Boulevard Du 30 Juin et
Avenue Batetela, Immeuble Crown Tower, 5 Eme Niveau, Local 504, Gombe,
Kinshasa.
African Lithium Resources PVT Ltd registered office is 3 Hex Road, Queensdale,
Harare, Zimbabwe.
African Lithium Resources Limited registered office is Aldwych House 71-91
Aldwych, London, England, WC2B 4HN
Lac Minerals Ltd registered office is Salisbury House, London Wall, London
EC2M 5PS.
Lacgold Resources SARLU registered office is Yamoussoukro Morofe Lot 420B Ilot
32, BP 1364 Yamoussoukro, Ivory Coast.
Faso Minerals Ltd registered office is Salisbury House, London Wall, London,
England, EC2M 5PS.
Faso Greenstone Resources SARL registered office is Secteur 54, Quartier Ouaga
2000, Lot 28, Parcelle 18, Section 280, 01 BP 5602 Ouagadougou 01, Burkina
Faso.
RRR Coal Ltd registered office is Salisbury House, London Wall, London EC2M
5PS.
RRR Lithium Limited registered office is Aldwych House 71-91 Aldwych, London,
England, WC2B 4HN
Jimano Ltd registered office Strovolou, 77 Strovolos Center, 4(th) Floor
Office 401, Nicosia, Cyprus
Tripler Royalties Ltd registered office is Aldwych House 71-91 Aldwych,
London, England, WC2B 4HN
Red Rock Galaxy SA office is 1320 Av Meteo 2 Q/Meteo C/Lumbumbashi, DRC
12. Investments in Associates and Joint Ventures
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cost
At 1 July 1,251 1,251 1,114 1,114
At 30 June 1,251 1,251 1,114 1,114
Impairment
At 1 July (221) (221) (3) (3)
At 30 June (221) (221) (3) (3)
Net book amount at 30 June 1,030 1,030 1,111 1,111
The Company, at 30 June 2025 and at 30 June 2024, had significant influence by
virtue other than shareholding over 20% over Mid Migori Mining Company Ltd.
Company Country of Class of Percentage of Accounting year ended
incorporation shares held issued capital
Mid Migori Mining Company Limited Kenya Ordinary 15.00% 30 September 2024
Summarised financial information for the Company's associates and joint
ventures, where available, is given below:
For the year as at 30 June 2025:
Company Revenue Loss Assets Liabilities
£'000 £'000 £'000 £'000
Mid Migori Mining Company Limited - - 2,549 (2,577)
For the year as at 30 June 2024:
Company Revenue Profit Assets Liabilities
£'000 £'000 £'000 £'000
Mid Migori Mining Company Limited - - 2,745 (2,775)
Mid Migori Mining Company Ltd
The Company owns 15% of the issued share capital of Mid Migori Mining Company
Ltd ("MMM"), incorporated in Kenya. The Company has entered into agreements
under which it manages MMM's development projects and has representation on
the MMM board. In accordance with IAS 28, the involvement with MMM meets the
definition of significant influence and, therefore, has been accounted for as
an associate (note 1.5).
Mid Migori Total
Mining Company £'000
Limited
£'000
Cost
At 1 July 2024 1,111 1,111
Additions during the year - -
Reclassified during the year - -
At 30 June 2025
Impairment and losses during the year
At 1 July 2024 (81) (81)
The Group's share of profit/(loss) during the year - -
At 30 June 2025
Carrying amount
At 30 June 2024 1,030 1,030
At 30 June 2025
13. Exploration Assets and Mineral Tenements
Group Exploration Assets 2025 2024
£'000 £'000
At 1 July 13,576 13,358
Additions 186 419
Impairments (339) (201)
At 30 June 13,423 13,576
Group Mineral Tenements 2025 2024
£'000 £'000
At 1 July 532 698
Additions 30 17
Impairment - (184)
Foreign currency loss (37) -
At 30 June 525 532
Company Exploration Assets 2025 2024
£'000 £'000
At 1 July 12,948 12,948
Impairments - -
At 30 June 12,948 12,948
Exploration assets were capitalised:
· For the Galaxy (DRC) project since 17 October 2018, when
exploration commenced at the project licence in the DRC;
· For the African Lithium Resources Limited project, all amounts
relate to the acquisition of mineral rights in Zimbabwe; This includes the
purchase of the Tin Hill project on 2 February 2022. Amounts incurred on this
project to date have been fully impaired in the current year following
uncertainty over ultimate commercialisation of the asset;
· For the Faso Greenstone project since the acquisition of the
Bilbale licence interest on 24 December 2021 (expiring / due for renewal in
November 2025); and
· For the Ballarat project since the acquisition of the remaining
licence interest from RRAL on 19 June 2024.
Under a 2018 agreement with MMM partner Kansai Mining Corporation Ltd, in the
event of a renewal or reissue of licences, covering the relevant assets, the
Company had within three months to make further payment of USD 2.5 million
(£2.028 million) to Kansai Mining Corporation Ltd. For further details of the
payments see note 26.
Impairments in prior years relate to the Congo Galaxy project, which has now
been fully impaired, following commercial determination not to progress the
project and, as a consequence, the discontinuation of meeting mandatory
expenditures under the terms of the licences.
14. Financial Instruments at Fair Value Through Other Comprehensive Income
(FVTOCI)
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Opening balance 736 736 736 736
Additions - - - -
Disposals - - - -
Change in fair value (402) - (402) -
At 30 June 334 736 334 736
Fair Value of Investments
The fair value as at 30 June of the listed and unlisted investments was as
follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Quoted on London AIM - - - -
Quoted on other foreign stock exchanges - - - -
Unquoted investments at fair value 334 736 334 736
334 736 334 736
Elephant Oil Ltd
Following discussions with the management team of Elephant Oil Ltd and
internal analysis, conducted on the Company's projects and prospects for
onshore oil exploration activities in Benin, the fair value of the investment
has been revalued in the year to £334,093 (2024: £736,281).
Details of the fair value measurement hierarchy are included in note 22.
15. Cash and Cash Equivalents
Group 30 June 30 June
2025 2024
£'000 £'000
Cash in hand and at bank 18 38
18 38
For the purpose of the statement of cash flows, cash and cash equivalents
comprise cash at bank and in hand.
Company 30 June 30 June
2025 2024
£'000 £'000
Cash in hand and at bank 14 17
14 17
Credit Risk
The Group's exposure to credit risk, or the risk of counterparties defaulting,
arises mainly from notes and other receivables. The Directors manage the
Group's exposure to credit risk by the application of monitoring procedures on
an ongoing basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing exclusively with high
credit rating counterparties. The Company defines default through a framework
of qualitative "unlikeliness to pay" with a more objective 90 days past due
timeline. The qualitative criteria allows the Company to identify exposure
early on in the process, with the 90 day past due limit providing a clear
final metric.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk exposure to any
single counterparty or any group of counterparties, having similar
characteristics. The Directors define major credit risk as exposure to a
concentration exceeding 10% of a total class of such asset.
The Company maintains its cash reserves in Coutts & Co, which maintains an
A-1 credit rating from Standard & Poor's.
16. Non-Current Receivables
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts receivable relating to VUP Joint Venture 1,096 1,096 1,096 1,096
Due from subsidiaries - - 2,894 2,850
MFP sale proceeds 1,000 1,464 1,000 1,464
2,096 2,560 4,990 5,410
VUP Musonoi Mining SA
On 28 February 2019, Vumilia Pendeza S.A. ("VUP"), Bring Minerals S.A.U.
("B.Min") and Red Rock Resources Congo S.A.U. ("RRRC"), a wholly owned
subsidiary of the Company, entered into a Joint Venture Agreement in respect
of the Musonoi copper-cobalt project near Kolwezi. RRRC and B.Min also
executed the Statutes of VUP Musonoi Mining SA ("VMM SA"), the intended
joint-venture company. Although the Company twice provided funds for
registration, VMM SA was not incorporated due to failures by VUP's legal
representative, and the joint venture therefore continues to operate under the
unincorporated Joint Venture Agreement, under which, as under the Statutes,
RRRC holds 50.1%.
In November 2021, the Company became aware that VUP, without Red Rock's
involvement and despite its minority interest, had purported to surrender the
JV assets to Gécamines under an alleged December 2019 "Amicable Termination
Transaction Protocol" and had initiated proceedings against Kamoto Copper
Company SA, a Glencore subsidiary, the parastatal mining company Gécamines,
and others, to recover USD 15 million of purported sale proceeds. Red Rock
immediately obtained a precautionary attachment over VUP and, on 28 December
2021, an executory order from the Tribunal de Commerce de Lubumbashi for USD
2.5 million, representing VUP's share of USD 5 million already paid in
connection with the unauthorised transaction. USD 2 million costs and damages
were also awarded. An arbitration overseen by the Chief of Staff of the
Presidency commenced in June 2022 to determine entitlement to the remaining
USD 15 million, which Gécamines continues to hold. Counsel for Gécamines at
the first Arbitration meeting committed that Gécamines would hold the USD 15
million pending resolution of the Arbitration.
During the year, the Company as suggested by the Arbitrator sought
clarification from the Cour de Cassation in relation to obiter dicta in
earlier proceedings, filing suit against the judge concerned. The Ministère
Publique has issued a favourable Avis, and issuance of the Arrêt or judgment
is pending. The Company expects that on receipt of the judgment the
Arbitration will close, following which it anticipates receipt of its USD 10
million share of the USD 20 million proceeds, plus approximately USD 2 million
of costs and damages awarded by the court of first instance.
During the process, the Company obtained evidence that Gécamines resold the
licences to a large multi-national for between USD 250 million and USD 420
million shortly after reacquiring them, and believes it may have significant
further claims. The Directors, relying on DRC legal advice, consider a
favourable settlement to be likely and potentially in excess of carrying
value.
In the year ended 30 June 2022, the Company reclassified amounts relating to
the Musonoi JV (£696,364 previously in investments and £399,892 previously
in Exploration Assets) as a non-current receivable. As at 30 June 2025, this
amount remains recognised as a receivable.
MFP Sale Proceeds
The Mineras Four Points ("MFP") sale proceeds represent the fair value of the
non-current portion of the deferred consideration receivable for the sale of
MFP. The fair value was estimated based on the consideration offered by the
buyer adjusted to its present value based on the timing for which the
consideration is expected to be received. The most significant inputs are the
offer price per tranches, discount rate and estimated royalty stream. The
estimated royalty stream takes into account current production levels,
estimates of future production levels and gold price forecasts. Changes in the
fair value of the receivable at each reporting date are taken to profit/loss
for the year as finance income/expense.
Following the year end the Group disposed of its royalty interest in the El
Limon gold mine in Colombia for consideration of £1 million in cash. The
directors have determined that, whilst the decision to undertake the disposal
was taken post the reporting date, the consideration value for the disposal
indicates that at the reporting date the recoverable value of this financial
asset was £1 million, with an impairment charge of £703k having been
recognised in the year to align the carrying value of the asset with this
determination of recoverable value.
See note 26 for further details.
17. Other Receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Current trade and other receivables
Prepayments 68 68 68 68
Short-term loan receivable - 164 - 164
MFP sales proceeds - current element - 239 - 239
Other receivables 219 336 160 256
Total 287 807 228 727
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Impairment of financial assets
MFP sales proceeds (704) - (704) -
Other receivables (164) - (164) -
Total (868) - (868) -
Impairments recognised against the MFP sales proceeds in the year arise
following the completion of the sale of the MFP receivable royalty rights back
to the royalty payer following the year end for total sale consideration of
£1 million. The directors have determined that this post balance sheet date
transaction demonstrates that the recoverable value of the asset at the
reporting date is £1 million such that an impairment charge has been
recognised to align the carrying value to the recoverable value.
18. Trade and Other Payables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-current liabilities
Trade and other payables - - - -
Borrowings 1,003 756 1,003 756
Total non-current liabilities 1,003 756 1,003 756
Current liabilities
Trade payables 2,865 2,754 2,507 2,426
Accruals 79 84 78 84
Total trade and other payables 2,944 2,838 2,585 2,510
Intra-group borrowings - - 2,111 1,890
Short-term borrowings 4,651 3,037 4,651 3,037
Total current liabilities 7,595 5,875 9,347 7,437
During the year, the Company took out the following additional borrowings
against both new and pre-existing facilities:
· During the year convertible loan notes of £638,535 were
outstanding. £90,917 of these notes were converted and £94,000
reclassified. The notes carry an interest rate of 12% per annum. The balance
owing at year end was £618,377 and is recognised in current borrowings;
· Over the course of the year £976,551 was drawn on an existing
loan facility with a high-net-worth investor. The facility attracts interest
at 20% per annum and carries a 20% redemption fee and has been recognised in
current borrowings;
· During the year a loan from a high-net worth investor of
£10,000 remained drawn, carrying interest at 0.5% per day and carries a 25%
redemption fee and has been recognised in current borrowings;
· During the year a loan from a high-net-worth investor of
£150,000 remained drawn, carrying interest of 0.5% per day and a repayment
bonus of 25% and has been recognised in current borrowings;
· During the year a loan from a high-net worth investor of
£100,000 remained drawn, carrying interest at 20% per annum if unpaid at
redemption date and carries a 20% redemption fee and has been recognised in
current borrowings;
· During the year a loan from a high-net worth investor of
£50,000 remained drawn, carrying interest at 12% per annum and carries a 10%
redemption fee and has been recognised in current borrowings;
· During the year a loan from a high-net worth investor of
£20,000 remained drawn, carrying interest at 12% per annum and carries a 10%
redemption fee and has been recognised in current borrowings;
· A USD 925,000 loan note (£756,000), recognised in non-current
borrowings, remains payable to Kansai Ltd, which would complete the
acquisition of the Mid Migori Gold project. Payment of this loan has been
mutually agreed with Kansai to be delayed until the pending Democratic
Republic of Congo legal claim has been resolved. During the year the
parties commenced discussions around the application of interest against the
loan. Whilst discussions remain ongoing, the Directors have determined to
apply an estimated rate of interest of 10% against the loan, calculated from
November 2020, as representing a suitable estimate for the likely conclusion
to these discussions. This has resulted in a charge recognised in the
current year to bring the total accrued interest amounts in line with this
commercial estimate, bringing the total balance of principal plus interest at
the year end to £1.003m. See note 1 for further details on the judgements
applied in arriving at this treatment.
19. Share Capital of the Company
The share capital of the Group and the Company is as follows:
Authorized, Issued and fully paid 2025 2024
£'000 £'000
7,154,032,388 (2024: 4,305,645,493) ordinary shares of £0.0001 each 716 430
2,371,116,172 deferred shares of £0.0009 each 2,134 2,134
6,033,861,125 A deferred shares of £0.000096 each 579 579
As at 30 June 3,429 3,143
Movement in ordinary shares Number Nominal
£'000
As at 30 June 2023 - ordinary shares of £0.0001 each 1,256,147,238 126
Issued on 10 Aug 2023 at 0.2 pence per share (non-cash) 63,500,000 6
Issued on 29 Aug 2023 at 0.2 pence per share (non-cash) 26,000,000 3
Issued on 18 Dec 2023 at 0.011 pence per share (allotment for cash) 100,000,000 10
Issued on 21 Dec 2023 at 0.0075 pence per share (allotment for cash) 666,666,667 66
Issued on 12 Feb 2024 at 0.00637 pence per share (non-cash) 211,482,353 21
Issued on 12 Apr 2024 at 0.0051 pence per share (allotment for cash) 509,804,000 51
Issued on 12 Apr 2024 for 0.06 pence per share (non-cash, SIP) 80,928,000 8
Issued on 18 June 2024 for 0.015 pence per share (non-cash, SIP) 166,666,667 17
As at 30 June 2024 - ordinary shares of £0.0001 each 4,305,645,478 430
Issued on 1 July 2024 at 0.045 pence per share (non-cash) 75,000,000 8
Issued on 3 July 2024 at 0.045 pence per share (non-cash) 405,175,088 41
Issued on 16 Aug 2024 at 0.045 pence per share (allotment for cash) 44,444,444 4
Issued on 22 Aug 2024 at 0.048 pence per share (non-cash) 129,628,587 13
Issued on 23 Aug 2024 at 0.045 pence per share (allotment for cash) 44,444,444 4
Issued on 25 Sep 2024 at 0.045 pence per share (allotment for cash) 54,444,444 5
Issued on 23 Oct 2024 at 0.034 pence per share (allotment for cash) 597,014,925 60
Issued on 30 Dec 2024 at 0.035 pence per share (allotment for cash) 28,571,428 3
Issued on 29 Jan 2025 at 0.041 pence per share (non-cash) 665,274,627 66
Issued on 29 Jan 2025 at 0.041 pence per share (allotment for cash) 48,780,487 5
Issued on 31 Jan 2025 at 0.040 pence per share (allotment for cash) 53,571,428 6
Issued on 25 Feb 2025 at 0.035 pence per share (allotment for cash) 71,428,571 7
Issued on 29 Apr 2025 for 0.033 pence per share (non-cash, SIP) 146,636,298 15
Issued on 2 May 2025 at 0.041 pence per share (non-cash) 426,829,268 43
Issued on 15 May 2025 at 0.035 pence per share (allotment for cash) 57,142,856 6
As at 30 June 2025 - ordinary shares of £0.0001 each 7,154,032,373 716
The total net cash raised from allotments of shares was £347,500 for the year
with £773,072 in non-cash share allotments giving rise to total share
allotments of £1,120,572 in value).
Ordinary shares represent the Company's basic voting rights and reflect the
equity ownership of the Company. Ordinary shares carry one vote per share and
each share gives equal right to dividends. These shares also give right to the
distribution of the Company's assets in the event of winding-up or sale.
Subject to the provisions of the Companies Act 2006, the deferred shares may
be cancelled by the Company, or bought back for £1 and then cancelled. The
deferred shares are not quoted and carry no rights whatsoever.
Warrants
At 30 June 2025, the Company had 923,592,857 warrants in issue (2024:
849,156,350) with a weighted average exercise price of £0.0085 (2024:
£0.0019). Weighted average remaining life of the warrants, at 30 June 2025,
was 427 days (2024: 615 days). The majority of the warrants were issued by the
Group to its investors in the capacity of investors and, therefore, are
outside of IFRS 2 scope. Warrants issued to finance providers not
subscribing to new ordinary shares are recognised within the scope of IFRS 9.
Group and Company 2025 2024
number of warrants number of warrants
Outstanding at the beginning of the year 849,156,350 314,178,213
Granted during the period 210,714,283 534,978,137
Exercised during the period - -
Cancelled during the period - -
Expired during the period 136,277,776 -
Outstanding at the end of the year 923,592,857 849,156,350
During the year ended 30 June 2025 the Company had the following warrants to
subscribe for shares in issue:
Warrant exercise price, £ Number of warrants
Grant date Expiry date
16 Aug 2022 16 Aug 2025 0.0045 50,778,159
16 Aug 2022 18 Jan 2026 0.0080 51,916,664
11 May 2023 10 May 2026 0.0014 75,205,614
7 Aug 2023 18 Jan 2026 0.0025 3,135,000
22 Aug 2023 21 Aug 2025 0.0020 50,000,000
19 June 2024 19 June 2027 0.0015 100,000,000
20 June 2024 21 June 2026 0.0011 381,843,137
30 Dec 2024 30 Dec 2027 0.0004 28,571,428
31 Jan 2025 21 Jan 2028 0.0400 28,571,428
31 Jan 2025 27 Jan 2028 0.0500 25,000,000
25 Feb 2025 24 Feb 2028 0.0450 71,428,571
15 May 2025 9 Mar 2028 0.0400 14,285,714
15 May 2025 18 May 2028 0.0400 42,857,142
Total warrants in issue at 30 June 2025 923,592,857
The aggregate fair value, related to the share warrants granted during the
reporting period to non-equity finance providers and recognised in finance
costs for the year, was £63,723 (2024: £96,781).
Capital Management
Management controls the capital of the Group in order to control risks,
provide the shareholders with adequate returns and ensure that the Group can
fund its operations and continue as a going concern. The Group's debt and
capital includes ordinary share capital and financial liabilities, supported
by financial assets (note 22). There are no externally imposed capital
requirements. Management effectively manages the Group's capital by
assessing the Group's financial risks and adjusting its capital structure in
response to changes in these risks and in the market. These responses include
the management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy, adopted by management to control
the capital of the Group since the prior year.
20. Reserves
Share Premium
The share premium account represents the excess of consideration, received for
shares issued above their nominal value net of transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have
arisen from the retranslation of overseas operations.
Retained Earnings
Retained earnings represent the cumulative profit and loss net of
distributions to owners.
Fair Value Through Other Comprehensive Income Financial Assets Revaluation
Reserve
The available for sale trade investments reserve represents the cumulative
revaluation gains and losses in respect of available for sale trade
investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options
granted, still outstanding and not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for warrants granted,
still outstanding and not exercised.
21. Share-Based Payments
Employee Share Options
In prior years, the Company established employee share option plans to enable
the issue of options as part of the remuneration of key management personnel
and Directors to enable them to purchase ordinary shares in the Company. Under
IFRS 2 "Share-based Payments", the Company determines the fair value of the
options issued to Directors and employees as remuneration and recognises the
amount as an expense in the statement of income with a corresponding increase
in equity.
At 30 June 2025, the Company had outstanding options to subscribe for ordinary
shares as follows:
Options issued on Options issued on Total
24 August 2020 at 0.2p per share, expiring on 24 August 2020 at 0.25p per share, expiring on
19 August 2025 19 August 2025
Number Number
Number
A R M Bell 5,500,000 5,500,000 11,000,000
Employees 5,000,000 5,000,000 10,000,000
Total 10,500,000 10,500,000 21,000,000
Company and Group
2025 2024
Number of Weighted Number of Weighted
options average options average
exercise exercise
price price
pence pence
Outstanding at the beginning of the year 21,000,000 2.25 21,000,000 2.25
Options issued in the year - - - -
Options exercised in the year - - - -
Options lapsed in the year - - - -
Outstanding at the end of the year 21,000,000 2.25 21,000,000 2.25
Nil share options were granted by the Company in the reporting year (2024:
Nil). The weighted average fair value of each option granted during the year
was £nil (2024: Nil). The exercise price of options, outstanding at 30 June
2025, ranged between £0.02 and £0.025 (2024: £0.02 and £0.025) Their
weighted average contractual life was 0.14 years (2024: 1.14 years).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share Incentive Plan,
a government approved scheme, the terms of which provide for an equal reward
to every employee, including Directors, who have served for three months or
more at the time of issue. The terms of the plan provide for:
· Each employee to be given the right to subscribe any amount up
to £150 per month with Trustees, who invest the monies in the Company's
shares ("Partnership Shares");
· The Company to match the employee's investment by contributing
an amount equal to double the employee's investment ("Matching Shares"); and
· The Company to award free shares to a maximum of £3,600 per
employee per annum ("Free Shares").
The subscriptions remain free of taxation and national insurance if held for
five years.
All such shares are held by Share Incentive Plan Trustees and the ordinary
shares cannot be released to participants until five years after the date of
the award.
During the financial year, a total of 80,174,760 Partnership and Matching
Shares were awarded and 66,461,538 Free Shares (2024: 44,928,000 Partnership
and Matching Shares were awarded and 36,000,000 Free Shares) with a fair value
of £0.00033 for the Partnership and the Matching Shares and £0.00033 for the
Free Shares (2024: £0.006 for the Partnership and the Matching Shares and
£0.006 for the Free Shares), resulting in a share-based payment charge of
£38,971 (2024: £39,571), included in the administration expenses line in the
Income Statement.
22. Financial Instruments
22.1 Categories of Financial Instruments
The Group and the Company hold a number of financial instruments, including
bank deposits, short-term investments, loans and receivables, borrowings and
trade payables. The carrying amounts for each category of financial instrument
are as follows:
30 June Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Financial assets
Available for sale financial assets at fair value through OCI
Unquoted equity shares 334 736 334 736
Quoted equity shares - - - -
Total available for sale financial assets at fair value through OCI 334 736 334 736
Financial assets FVTPL (Para warrants) - - - -
Total financial assets carried at fair value through profit and loss 334 736 334 736
Cash and cash equivalents 18 38 14 17
Loans and receivables
Non-current receivables 2,096 2,560 4,990 5,410
Other receivables - current 287 807 228 727
Total loans and receivables carried at amortised cost 2,383 3,367 5,218 6,137
Total financial assets 2,735 4,141 5,566 6,890
Total current financial assets 305 845 242 744
Total non-current financial assets 2,430 3,296 5,324 6,146
Financial liabilities
Short-term borrowings, including intra-group 4,651 3,037 6,762 4,927
Long-term borrowings 1,003 756 1,003 756
Trade and other payables 2,864 2,838 2,507 2,511
Total current financial liabilities 8,518 6,631 10,272 8,194
Other Receivables and Trade Payables
Management assessed that fair values of other receivables and trade and other
payables approximate their carrying amounts largely due to the short-term
maturities of these instruments.
Non-Current Receivables
Long-term fixed-rate receivables are evaluated by the Group, based on
parameters such as interest rates, recoverability and risk characteristics of
the financed project. Based on this evaluation, allowances are taken into
account for any expected losses on these receivables.
Loans and Borrowings
The carrying value of interest-bearing loans and borrowings is determined by
calculating present values at the reporting date, using the issuer's borrowing
rate.
The carrying value of current financial liabilities in the Company is not
materially different from that of the Group.
22.2 Fair Values
Financial assets and financial liabilities, measured at fair value in the
Statement of Financial Position, are grouped into three levels of a fair value
hierarchy. The three levels are defined based on the observability of
significant inputs to the measurement as follows:
· Level 1: Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
· Level 2: Valuation techniques for which the lowest level input,
that is significant to the fair value measurement, is directly or indirectly
observable; and
· Level 3: Valuation techniques for which the lowest level input,
that is significant to the fair value measurement, is unobservable.
The carrying amount of the Company's financial assets and liabilities is not
materially different to their fair value. The fair value of financial assets
and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale. Where a quoted price in an active market is
available, the fair value is based on the quoted price at the end of the
reporting period. In the absence of a quoted price in an active market, the
Group uses valuation techniques, that are appropriate in the circumstances,
and for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs.
The following table provides the fair value measurement hierarchy of the
Group's assets and liabilities.
Group Level 1 Level 2 Level 3 Total
30 June 2025
£'000 £'000 £'000 £'000
FVTOCI financial assets - 334 - 334
- Unquoted equity shares - - - -
- Quoted equity shares - - - -
FVTPL (Para warrants)
Company Level 1 Level 2 Level 3 Total
30 June 2025
£'000 £'000 £'000 £'000
FVTOCI financial assets - 334 - 334
- Unquoted equity shares - - - -
- Quoted equity shares - - - -
FVTPL (Para warrants)
Group Level 1 Level 2 Level 3 Total
30 June 2024
£'000 £'000 £'000 £'000
FVTOCI financial assets
- Unquoted equity shares - 736 - 736
- Quoted equity shares - - - -
FVTPL (Para warrants) - - - -
Company Level 1 Level 2 Level 3 Total
30 June 2024
£'000 £'000 £'000 £'000
FVTOCI financial assets
- Unquoted equity shares - 736 - 736
- Quoted equity shares - - - -
FVTPL (Para warrants) - - - -
22.3 Financial Risk Management Policies
The Directors monitor the Group's financial risk management policies and
exposures and approve financial transactions.
The Directors' overall risk management strategy seeks to assist the
consolidated Group in meeting its financial targets, while minimising
potential adverse effects on financial performance. Its functions include the
review of credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks, the Group are exposed to through its financial instruments,
are credit risk and market risk, consisting of interest rate risk, liquidity
risk, equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the
potential non-performance by counterparties of contract obligations that could
lead to a financial loss for the Group.
Credit risk is managed through the maintenance of procedures (such procedures
include the utilisation of systems for the approval, granting and renewal of
credit limits, regular monitoring of exposures against such limits and
monitoring of the financial liability of significant customers and
counterparties), ensuring, to the extent possible, that customers and
counterparties to transactions are of sound creditworthiness. Such monitoring
is used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial
institutions that maintain a high credit rating, or in entities that the
Directors have otherwise cleared as being financially sound.
Other receivables, which are neither past due nor impaired, are considered to
be of high credit quality.
The consolidated Group does have a material credit risk exposure with Mid
Migori Mining Company Ltd, an associate of the Company. See note 1.5,
"Significant accounting judgements, estimates and assumptions" for further
details.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter
difficulty in settling its debts or otherwise meeting its obligations related
to financial liabilities. The Group manages this risk through the following
mechanisms:
· Monitoring undrawn credit facilities;
· Obtaining funding from a variety of sources; and
· Maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance
operations for commercial exploration and development and that controls over
expenditure are carefully managed.
Management intend to meet obligations as they become due through ongoing
revenue streams, the sale of assets, the issuance of new shares, the
collection of debts owed to the Company and the drawing of additional credit
facilities.
Interest Rate Risk
The Company is not exposed to any material interest rate risk.
Equity Price Risk
Price risk relates to the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices
largely due to demand and supply factors for commodities, but also include
political, economic, social, technical, environmental and regulatory factors.
Foreign Currency Risk
The Group's transactions are carried out in a variety of currencies, including
Sterling, Australian Dollar, US Dollar, Kenyan and Shilling.
To mitigate the Group's exposure to foreign currency risk, non-Sterling cash
flows are monitored. The Group does not enter into forward exchange contracts
to mitigate the exposure to foreign currency risk as amounts paid and received
in specific currencies are expected to largely offset one another and the
currencies most widely traded in are relatively stable.
The Directors consider the balances, most susceptible to foreign currency
movements, to be financial assets with FVTOCI.
These assets are denominated in the following currencies:
Group GBP AUD USD CAD Other Total
30 June 2025
£ £ £ £ £ £
Cash and cash equivalents 14 - 1 - 3 18
Amortised cost financial assets - Other receivables 184 1 - - 102 287
FVTOCI financial assets - - 334 - - 334
Amortised costs financial assets - Non-current receivables - - 2,096 - - 2,096
Trade and other payables, excluding accruals 1,224 41 315 1,265 19 2,864
Short-term borrowings 4,651 - - - - 4,651
Long-term borrowings - - 1,003 - - 1,003
Group GBP AUD USD CAD Other Total
30 June 2024
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 17 17 - - 4 38
Amortised cost financial assets - Other receivables 335 - 1 - 102 438
FVTOCI financial assets - - 736 - - 736
Amortised costs financial assets - Non-current receivables - - 2,560 - - 2,560
Trade and other payables, excluding accruals 1,195 17 288 1,248 5 2,753
Short-term borrowings 3,037 - - - - 3,037
Long-term borrowings - - 756 - - 756
Company GBP AUD USD CAD Other Total
30 June 2025
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 14 - - - - 14
Amortised cost financial assets - Other receivables 228 - - - - 228
FVTOCI financial assets - - 334 - - 334
Amortised costs financial assets - Non-current receivables - - 2,096 - - 2,096
Trade and other payables, excluding accruals 999 - 231 1,265 12 2,507
Short-term borrowings, including intra-group 6,762 - - - - 6,762
Long-term borrowings - - 1,003 - - 1,003
Company GBP AUD USD CAD Other Total
30 June 2024
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 17 - - - - 17
Amortised cost financial assets - Other receivables 3,598 - - - - 3,598
FVTOCI financial assets - - 736 - - 736
Amortised costs financial assets - Non-current receivables - - 2,560 - - 2,560
Trade and other payables, excluding accruals 966 7 204 1,248 2 2,427
Short-term borrowings, including intra-group 4,926 - - - - 4,926
Long-term borrowings - - 756 - - 756
Exposures to foreign exchange rates vary during the year, depending on the
volume and nature of overseas transactions.
23. Reconciliation of Liabilities Arising from Financing Activities and
Major Non-Cash Transactions
Group 30 June 2024 Cash flow loans received Cash flow principal re-payment Cash flow Non-cash flow Forex movement Non-cash flow -Conversion Non-cash flow Interest and arrangement fee accreted Non-cash flow 30 June 2025
Interest paid Introducers fee accrued
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Convertible notes 725 - (94) - - (91) 78 - 618
Other loans 2,312 1,146 (55) - - (340) 970 - 4,033
Total 3,037 1,146 (149) - - (431) 1,048 - 4,651
Company 30 June 2024 Cash flow loans received Cash flow loans re-payment Cash flow Non-cash flow Forex movement Non-cash flow - Conversion Non-cash flow Interest accreted Non-cash flow arrangement fee accreted 30 June 2025
Interest paid
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Loan from subsidiary 1,890 221 - - - - - - 2,111
Convertible notes 725 - (94) - - (91) 78 - 618
Other loans 2,312 1,146 (55) - - (340) 970 - 4,033
Total 4,927 1,367 149 - - (431) 1,048 - 6,762
Significant non-cash transactions from financing activities, in relation to
raising new capital, are disclosed in note 18.
On 19 June 2024, the Company announced the completion of the acquisition of
the remaining 49.9% interest in the Company's subsidiary New Ballarat Gold
Corporation plc, which holds the Group's Australian gold interests, from Power
Metals Plc. The transaction includes significant non cash components to the
consideration payable. See note 24 below for details.
24. Significant Agreements and Transactions
The following are the significant agreements and transactions recently
undertaken having an impact in the year under review. For the sake of
completeness and of clarity, some events after the reporting year may be
included here and in note 26.
Financing
On 3 July 2024, the Company issued 75m new ordinary shares at a price of 0.045
pence per share in settlement of conversion of £33,750 of debt owed to a
service provider.
On 4 July 2024, the Company issued 405,175,088 new ordinary shares at a price
of 0.045 pence per share in conversion of debts totalling £182,329.
On 16 August 2024, the Company issued 44,444,444 new ordinary shares at a
price of 0.045 pence per share in conversion of £20,000 of debts.
On 23 August 2024, the Company announced the extension of the maturity of
existing convertible loan notes to 18 November 2024, alongside partial
conversion of £68,403 of interest by the issuance of 129,628,588 new ordinary
shares at a price of 0.0475 pence per share. The extension of the convertible
loan notes maturity includes an adjustment of the conversion price of the
notes to 0.095 pence per share and adjustment of the attendant warrants strike
price to 0.11875 pence per share. An extension fee was also payable by way of
issuing additional warrants to the noteholders to the value of 5% of amounts
extended, with such warrants having a strike price of 0.11875 pence per share
and exercisability period of 3 years.
On 27 August 2024, the Company issued 44,444,444 new ordinary shares at a
price of 0.045 pence per share in conversion of £20,000 of debts.
On 26 September 2024, the Company issued 54,444,444 new ordinary shares at a
price of 0.045 pence per share in conversion of £24,500 of debt.
On 23 October 2024, the Company issued 597,014,925 new ordinary shares at a
price of 0.0335 pence per share to raise £200,000 in gross cash proceeds.
On 31 December 2024, the Company issued 28,571,428 new ordinary shares at a
price of 0.035 pence per share to raise £10,000 with 28,571,428 accompanying
warrants with an exercise price of 0.04 pence per share exercisable any time
before 27 December 2027.
On 29 January 2025, the Company issued a total of 665,274,627 new ordinary
shares at a price of 0.041 pence per share in settlement of conversion of
£200,000 debt, £22,514 conversion of loan interest and £50,249 outstanding
professional fees.
On 29 January 2025, the Company issued 48,780,487 new ordinary shares at a
price of 0.041 pence per share to raise £20,000 in gross cash proceeds.
On 31 January 2025, the Company issued 28,571,428 new ordinary shares at a
price of 0.041 pence per share to raise £20,000 in gross cash proceeds.
On 31 January 2025, the Company issued 25,000,000 new ordinary shares at a
price of 0.040 pence per share to raise £10,000 in gross cash proceeds.
On 25 February 2025, the Company issued 71,428,571 new ordinary shares at a
price of 0.035 pence per share to raise £25,000 in gross cash proceeds.
On 2 May 2025, the Company issued 426,829,268 new ordinary shares at a price
of 0.041 pence per share in conversion of debts totalling £175,000.
On 22 April 2025, the Company announced the issuance of 146,636,298 new
ordinary shares to employees of the Company under the Company's Share
Incentive Plan for the 2024-25 tax year as agreed by the Trustees of the
plan.
On 15 May 2025, the Company issued 57,142,856 new ordinary shares at a price
of 0.035 pence per share to raise £20,000 in gross cash proceeds.
Transactions
On 11 December 2024, the Company announced an amendment to its agreement with
Power Metals Plc (POW) as regards consideration payable for the acquisition of
the 49.9% interest in Red Rock Australasia Pte Ltd (RRAL) as follows:
· £200,000 of the £250,000 payable in cash nine months after
completion of the acquisition of POW's holding in RRAL has been paid by the
Company with the remaining £50,000 owed being rescheduled for payment on 20
January 2025.
· The £250,000 convertible loan notes issued to POW at
Completion and expiring on 19 December 2024 will instead be repaid in cash
on 19 March 2025.
· The 166,666,667 Company warrants issued to POW and expiring
three years after the date of issue will be repriced to an exercise price
of 0.041 pence each.
25. Related Party Transactions
· Power Metal Resources Plc (POW) was the Company's partner and
holder of 49.9% in the Company's 50.1% owned subsidiary Red Rock Australasia
Pty Ltd ("RRAL"). During the prior year, the Company entered into an agreement
with POW for the purchase of their 49.9% holding. See note 24 for further
details.
· Related party receivables and payables are disclosed in notes
16 and 18.
· The direct and beneficial interests of the Board in the shares
of the Company as at 30 June 2025 and at 30 June 2024 are shown in the
Director's Report.
· The key management personnel are the board of Directors and
their remuneration is disclosed within note 9.
26. Significant Events After the Reporting Period
· On 7 July 2025, the Company announced the issuance of 100m new
ordinary shares at a price of 0.03 pence per share in settlement of various
professional fees.
· On 21 July 2025, the Company announced it had entered into an
agreement with Power Metals plc (POW) for the deferral of amounts owing to POW
in consideration for the acquisition of their interest in New Ballarat GHold
plc in the prior year as follows:
o £200,000 to be paid by 19 September 2025;
o £200,000 to be repaid by 14 November 2025; and
o £254,450 to be repaid by 31 December 2025.
· On 12 September 2025, the Company announced the sale of it's
gold royalty in Colombia to Soma Gold Corp. Consideration included a cash
amount of £1,000,000 with an additional 200,000 share subscription rights
exercisable for 36 months.
· On 15 October 2025, the Company announced the conditional sale
of its interests in Lacgold resources SARLU to Dalaroo Metals ltd for
consideration as follows:
o 13.5m shares in Dalaroo with a FV of £350k; and
o A AUD 2 per ounce resource definition royalty.
· On 23 October 2025, the Company announced its proposed joint
venture with Koto DRC SARL through the signing in of a Memorandum d'Entente
with the Ministry of Rural Development. Under this memorandum, the Ministry
agreed to mobilise funding for three social-housing factories, with no
financial commitment required from the Company. The Company has begun
reviewing shortlisted copper, cobalt and gold licences that may be allocated
to the JV.
· On 19 December 2025, the Company raised a further £450k
(before costs) of new finance through the issuance of 1,190,477,000 new
ordinary shares at 0.021 pence and 800,000,000 new ordinary shares at 0.025
pence.
· On 19 December 2025, the Company further renegotiated the
settlement date for amounts payable to Power Metals plc, deferring settlement
to 31 March 2026. See note 27 for further details.
27. Commitments
As at 30 June 2025, the Company had entered into the following commitments:
· Exploration commitments: On-going exploration expenditure is
required to maintain title to the Group mineral exploration permits. No
provision has been made in the Financial Statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations
of the Group.
· On 26 June 2015, the Company announced an agreement with Kansai
Mining Corporation Ltd, pursuant to which Red Rock's farm in agreement was
replaced by agreements, under which any interest in the Migori Gold Project or
the other assets of Mid Migori Mines, that may be retained or granted to Mid
Migori Mines or Red Rock, would be shared 75% to Red Rock and 25% to Kansai.
Kansai's interest was to be carried up to the point of an Indicated Mineral
Resource of 2m oz of gold. Red Rock was to have full management rights of
the operations and of the conduct of legal proceedings on behalf of both Mid
Migori Mines and itself. On 15 June 2018, Red Rock announced a revision to
this agreement. The effect of the revision is that Kansai exchanged its 25%
carried interest under the 2015 agreement for a USD 50,000 payment, leaving
Red Rock with a 100% interest. In the event of a renewal or reissue of licence
covering the relevant assets, the Company will within three months make
further payments, subject to such renewal or reissue not being on unduly
onerous terms, as follows: (1) USD 2.5 million payable in cash; (2) a USD 1
million promissory note, payable 15 months after issue; and (3) £0.500
million of warrants into Red Rock shares at a price 20% above their average
closing price on the three trading days prior to issue. This agreement was
further amended on 21 December 2020 through agreement with Kansai to pay USD 1
million, with all other amounts having been settled since. As at the reporting
date, the amount of USD 1,376,000 (£1,003,000) remains payable, with
agreement having been arrived at between the parties that payment shall be
deferred until receipt by the Company of any funds awarded by the court of the
DRC.
· On 17 July 2025, the Company agreed to Amend its contract with
Power Metal Resources Plc, to reschedule the remaining payments as follows:
o £200,000 due by 19 September 2025 - paid post year end;
o £200,000 due by 14 November 2025 - under negotiation;
o £254,449.67 due by 31 December 2025 - under negotiation.
· Subsequent to the above, on 19 December 2025, the Company further
renegotiated the terms of the amounts payable to Power Metals plc, with all
amounts becoming due for payment on 31 March 2026 and an additional £80k
becoming payable at this time in consideration for the agreed deferral.
28. Control
There is considered to be no controlling party.
29.`These results are audited, however the information does not constitute
statutory accounts as defined under section 434 of the Companies Act 2006. The
Consolidated Statement of Financial Position at 30 June 2025 and the
Consolidated Income Statement, Consolidated Statement of Comprehensive Income,
Consolidated Statement of Changes in Equity and the Consolidated Cash Flow
Statement for the year then ended have been extracted from the Group's 2025
statutory Financial Statements. Their report was unqualified and contained no
statement under sections 498(2) or (3) of the Companies Act 2006. The
Financial Statements for 2025 will be delivered to the Registrar of Companies
by 31 December 2025.
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