REG - Red Rock Resources - Half-year Report
31/03/2025 17:15
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RNS Number : 9967C Red Rock Resources plc 31 March 2025
31 March 2025
Red Rock Resources plc
Unaudited half-yearly results for the six months ended 31 December 2024
Red Rock Resources plc ("Red Rock" or "the Company"), the natural resources
investment, exploration, and development company with interests in manganese,
gold, copper and cobalt, and other materials, announces its half-yearly
results for the six months ended 31 December 2024.
Chairman's Statement
The statement we released with the Final Results for the year to 30(th) June
2024, and the statement released with the interim results a year ago, tell a
story, in relation to our interests in the DRC, that is consistent but has
still not advanced to the anticipated conclusion.
In the DRC some local parties expected to take the benefits of sale of our
majority owned copper-cobalt asset through a disposition of which we were
unaware. We challenged this, and as we have comprehensive records to support
our position have always assumed that we would eventually prevail. We had
early victories in court cases relating to the $5,000,000m already paid and
our share thereof, and then went to arbitration in relation to our share of
the $15,000,000 still held on behalf of the vendors by the buyer.
We are now at the point where the judgement is near the point of publication,
and retain the same degree of confidence. Because of the slowness of
procedures in Kinshasa, we are not writing today the report we expected to be
writing, but the management of the Company is every day pursuing the matter
with all possible commitment and assiduity.
The direct consequences of a favourable outcome in the DRC would be
potentially large in relation to the current value of the Company. The
indirect consequences, in the form of opening the door to further proceedings,
could also be large. It is also likely that our ability to work on high level
projects in the DRC would be enhanced, and our ability to advance other
projects of the Company would become greater.
Conversely, a failure, or a further long delay, in the DRC, neither of which
appear likely to the management, would leave the Company's short term finances
under significant strain as the level of current liabilities now reflects the
expectation of an early award. Immediate action would have to be taken to
dispose of some non-core assets, and other action taken to restructure or
convert some of the Company's convertible and debt securities and/or raise
money on what could be dilutive terms. The Company's convertible and debt
holders have been strongly supportive of the Company, and we are discussing
with the loan note holders the terms of an extension to the Convertible Loan
Notes. A failure to generate sufficient funds by disposals or external funding
might put in question the Company's ability to continue operations.
Current liabilities include an amount of approximately £644,000 due to Power
Metal Resources PLC (the "Vendor") in respect of the Company's purchase of a
minority stake in Red Rock's assets in Australia, where the Company continues
exploration activities and the pursuit of potential capital transactions. Red
Rock and the Vendor are in discussions to set a mutually agreeable timing of
this payment.
The Company is also discussing a possible transaction or transactions in
relation to its Burkina Faso gold assets. Meanwhile some of our gold
production equipment is in process of being released from customs in Burkina
Faso and a progress report on local plans and operations will then be
released.
Of the two principal investment interests of the Company, the royalty interest
in the El Limon gold asset in Colombia held by Soma Gold may start paying
again after this quarter as Soma's production increases and is expected to
require use of the El Limon mill. Elephant Oil Inc, a private onshore oil
company active in West Africa, is nearing close of a funding transaction
shortly that would enable it to advance its highly prospective West African
onshore oil projects.
An operational update will be released in April, which will contain more
information on the DRC arbitration and on other developments.
Andrew Bell
Chairman
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.
Consolidated statement of financial position as at 31 December 2024
Notes 31 December 31 December 30 June 2024
2024 2023
Unaudited, Unaudited, Audited,
£'000 £'000 £'000
ASSETS
Non-current assets
Investments in associates and joint ventures 1,030 1,030 1,030
Financial instruments 8 736 736 736
Exploration assets 9 13,707 13,358 13,575
Mineral tenements 501 710 532
Property, Plant & Equipment 19 16 19
Non-current receivables 2,560 2,506 2,560
Total non-current assets 18,553 18,356 18,453
Current assets
Cash and cash equivalents 6 82 38
Loans and other receivables 846 667 807
845
Total current assets 852 749
19,298
TOTAL ASSETS 19,405 19,105
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Called up share capital 10 3,281 3,047 3,143
Share premium account 34,206 33,426 33,804
Other reserves 1,385 2,040 1,193
Retained earnings (26,871) (23,830) (25,323)
Total equity attributable to owners of the parent 12,001 14,683 12,817
(150)
Non-controlling interest (152) (866)
Total equity 11,849 13,817 12,667
LIABILITIES
Non-current liabilities
Trade and other payables - 813 -
Borrowings 11 1,061 734 756
Total non-current liabilities 1,061 1,547 756
Current liabilities
Trade and other payables 2,800 1,702 2,838
Short term borrowings 11 3,695 2,039 3,037
Total current liabilities 6,495 3,741 5,875
TOTAL EQUITY AND LIABILITIES 19,405 19,105 19,298
The accompanying notes form an integral part of these financial statements.
Consolidated statement of income
for the period ended 31 December 2024
Notes 6 months to 31 December 2024 6 months to 31
December 2023
Unaudited, Unaudited,
£'000 £'000
Administrative expenses 4 (623) (585)
Project development costs 5 (96) (382)
Exploration expenses (56) (288)
Foreign exchange gain/(loss) 31 16
Finance income/(expenses), net 6 (804) (293)
(Loss)/profit for the period (1,548) (1,532)
Tax credit - -
(Loss)/profit for the period 7 (1,548) (1,532)
(Loss)/profit for the period attributable to:
Equity holders of the parent (1,548) (1,353)
Non-controlling interest - (179)
(1,548) (1,532)
(Loss)/profit per share
(Loss)/profit per share - basic, pence 3 (0.03) (0.06)
(Loss)/profit per share - diluted, pence 3 (0.03) (0.06)
The accompanying notes form an integral part of these financial statements.
Consolidated statement of comprehensive income for the period ended 31
December 2024
6 months to 31 6 months to 31
December 2024 December 2023
Unaudited, £'000 Unaudited, £'000
(Loss) /profit for the period (1,548) (1,532)
Unrealised foreign currency loss arising upon retranslation of foreign 183 65
operations
Total comprehensive income/(loss) for the period (1,365) (1,467)
Total comprehensive income/(loss) for the period attributable to:
Equity holders of the parent (1,323) (1,288)
Non-controlling interest (2) (179)
(1,365) (1,467)
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity for the period ended 31 December
2024
The movements in equity during the period were as follows:
Total attributable to owners of
Share premium the Parent Non- controlling
Share capital account Retained earnings Other reserves interest Total equity
Unaudited £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 30 June 2024 (audited) 3,143 33,804 (25,323) 1,193 12,817 (150) 12,667
Changes in equity for the six- month period ending 31
December 2024
Loss for the period - - (1,548) - (1,548) - (1,548)
Unrealised foreign currency gains on translation of foreign operations - - - 183 183 (2) 181
Total comprehensive - - (1,548) 183 (1,365) (2) (1,367)
income/(loss) for the period
Transactions with shareholders
Issue of shares 138 402 - - 540 - 540
Warrants issued in the year - - - 9 9 - 9
Total transactions with 138 402 - 9 549 - 549
shareholders
As at 31 December 2024 3,281 34,206 (26,871) 1,385 12,001 (152) 11,849
(unaudited)
As at 30 June 2023 (audited) 2,960 32,785 (22,477) 1,751 15,019 (687) 14,332
Changes in equity for the six- month period ending 31
December 2023
Loss for the period - - (1,353) - (1,353) (179) (1,532)
Unrealised foreign currency gains on translation of foreign operations - - - 65 65 - 65
Total comprehensive - - (1,353) 65 (1,288) (179) (1,467)
income/(loss) for the period
Transactions with shareholders
Issue of shares 87 641 - - 728 - 728
Shares to issue - - - 224 224 - 224
Total transactions with 87 641 224 952 - 952
shareholders
As at 31 December 2023 3,047 33,426 (23,830) 2,040 14,683 (866) 13,817
(unaudited)
FVTOCI Foreign currency translation Share- based payment Share to Issue reserve Warrants reserve Other Reserve Total other reserves
financial reserve reserve
assets
reserve
Unaudited £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 30 June 2024 (audited) 402 118 230 - 1,091 (648) 1,193
Changes in equity for six months ended 31 December 2021
Unrealised foreign currency loss on translation of foreign - 183 - - - - 183
operations
Total other comprehensive income for the period - 183 - - - - 183
Transactions with shareholders
Warrants issued in the year - - - - 9 - 9
Total transactions with shareholders - - - - 9 - 9
As at 31 December 2024 (unaudited) 402 301 230 - 1,100 (648) 1,385
As at 30 June 2023 (audited) 402 125 230 - 994 - 1,751
Changes in equity for six months ended 31 December 2023
Unrealised foreign currency loss on translation of foreign - 65 - - - - 65
operations
Total other comprehensive income for the period - 65 - - - - 65
Transactions with shareholders
Grant of warrants - - - 224 - - 224
Total transactions with shareholders - - - 224 - - 224
As at 31 December 2023 (unaudited) 402 190 230 224 994 - 2,040
Consolidated statement of cash flows for the period ended 31 December 2024
6 months to 31 6 months to 31
December 2024 December 2023
Unaudited, Unaudited,
£'000 £'000
Cash flows from operating activities
(Loss)/profit before tax (1,548) (1,532)
Decrease/(Increase) in receivables (39) 3
Increase/(Decrease) in payables 64 (33)
Share-based payments 8 -
Depreciation - 2
Finance costs/income, net 796 293
Currency adjustments (7) (6)
Net cash outflow from operations (726) (1,273)
Cash flows from investing activities
Payments for capitalised exploration costs (132) -
Payments to increase interest in tenements - (12)
Net cash (outflow)/inflow from investing activities (132) (12)
Cash flows from financing activities
Proceeds from issue of shares 251 472
Interest paid - (29)
Proceeds from new borrowings 605 789
Repayments of borrowings (32) (85)
Net cash inflow/(outflow) from financing activities 824 1,147
Net increase in cash and cash equivalents (34) (138)
Cash and cash equivalents at the beginning of period 38 155
Exchange losses on cash and cash equivalents 2 65
Cash and cash equivalents at end of period 6 82
Half-yearly report notes
for the period ended 31 December 2024
1 Company and group
As at 31 December 2024, 30 June 2024 and 31 December 2023 the Company had one
or more operating subsidiaries and has therefore prepared full and interim
consolidated financial statements respectively.
The Company will report again for the year ending 30 June 2025.
The financial information contained in this half yearly report does not
constitute statutory accounts as defined in section 435 of the Companies Act
2006. The financial information for the year ended 30 June 2024 has been
extracted from the statutory accounts for the Group for that year. Statutory
accounts for the year ended 30 June 2023, upon which the auditors gave an
unqualified audit report which did not contain a statement under Section
498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of
Companies.
2 Accounting Polices
Basis of preparation
The consolidated interim financial information has been prepared in accordance
with IAS 34 'Interim Financial Reporting.' The accounting policies applied by
the Group in these condensed consolidated interim financial statements are the
same as those applied by the Group in its consolidated financial statements as
at and for the year ended 30 June 2024, which have been prepared in accordance
with IFRS.
3 Earnings per share
The following reflects the loss and number of shares data used in the basic
and diluted loss per share computations:
6 months to 6 months to
31 December 2024 31 December 2023
Unaudited Unaudited
Profit/(loss) attributable to equity holders of the parent company, Thousand (1,548) (1,532)
pounds Sterling
Weighted average number of Ordinary shares of £0.0001 in issue, used for 4,827,628,410 2,590,767,190
basic EPS
Effect of all dilutive potential ordinary shares 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
Weighted average number of Ordinary shares of £0.0001 in issue, including 4,827,628,410 2,590,767,190
potential ordinary shares, used for diluted EPS
Profit/(loss) per share - basic, pence (0.03) (0.06)
Profit/(loss) per share - diluted, pence (0.03) (0.06)
EPS for the year is approximately half of the level of the comparative period
due to the effect of the increase of the weighted number of
ordinary shares in issue during the period of report.
At 31 December 2023 and 31 December 2022, the effect of the following the
instruments is anti-dilutive, therefore they were not included into the
diluted earnings per share calculation.
6 months to 6 months to
31 December 2024 31 December 2023
Unaudited Unaudited
Share options granted to employees - 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 741,450,002 314,178,213
equity instruments - out of the money
Total number of contingently issuable shares that could
potentially dilute basic earnings per share in future 762,450,002 335,178,213
Total number of contingently issuable shares that could potentially dilute
basic earnings per share in future and anti- dilutive potential ordinary
shares that were not included into the fully diluted EPS calculation 762,450,002 335,178,213
There were no ordinary share transactions after 31 December 2024, that that
could have changed the EPS calculations significantly if those transactions
had occurred before the end of the reporting period.
4 Administrative expenses
6 months to 6 months to
31 December 2024 31 December 2023
Unaudited Unaudited
£'000 £'000
Staff Costs:
Payroll 235 307
Pension 20 27
Consultants 23 8
HMRC / PAYE 19 21
Professional Services:
Accounting 66 25
Legal 1 -
Marketing 2 16
Other - -
Regulatory Compliance 69 40
Travel 62 32
Office and Admin:
General 53 32
IT costs 4 5
Rent 43 46
Insurance 27 25
Total administrative expenses 623 585
Included in the above admin costs for the year are £108,000 (2023: £168,000)
in costs related to the administration of subsidiary project undertakings.
5 Project development 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.
6 months to 6 months to
31 December 2024 31 December 2023
Unaudited Unaudited
£'000 £'000
Project development expenses
VUP (Congo) 13 6
Zlata Bana (Slovakia) - -
Galaxy (Congo) - -
Luanshimba (Congo) - -
Kinsevere (Congo) - -
Mid Migori Mines (Kenya) - -
Zimbabwe Lithium - 268
Greenland - 84
Others 83 102
Total project development expenses 96 460
4 Finance income/(expenses), net
6 months to 6 months to
31 December 2024 31 December 2023
Unaudited Unaudited
£'000 £'000
Interest income - -
Share based payment (8) -
Interest expense (796) (293)
Total Finance income/(expenses), net (804) (293)
7 Segmental analysis
Other exploration Corporate
Kenyan exploration Australian exploration DRC and unallocated
exploration Total
For the six-month period to 31 December 2024 £'000 £'000 £'000 £'000 £'000 £'000
Revenue
Total segment external revenue - - - - - -
Result
Segment results (46) (117) - (10) (579) (752)
Loss before tax and finance costs
Finance income -
Interest expense (796)
Loss before tax (1,548)
Tax -
Loss for the period (1,548)
Other exploration Corporate
Kenyan exploration Australian exploration DRC and unallocated
exploration Total
For the six-month period to 31 December 2023 £'000 £'000 £'000 £'000 £'000 £'000
Revenue
Total segment external revenue - - - - - -
Result
Segment results (187) (169) (9) (468) (406) (1,239)
Loss before tax and finance costs
Interest income -
Interest expense (293)
Loss before tax (1,532)
Tax -
Profit for the period (1,532)
A measure of total assets and liabilities for each segment is not readily
available and so this information has not been presented.
8 Financial instruments - Fair value through other comprehensive income
31 December 31 December 30 June
2024 2023 2024
Unaudited Unaudited Audited
£'000 £'000 £'000
At the beginning of the period 736 736 736
Additions - - -
Disposals - - -
Change in fair value - - -
At the end of the period 736 736 736
9 Exploration assets
31 December 31 December 30 June
2024 2023 2024
Unaudited Unaudited Audited
£'000 £'000 £'000
At the beginning of the period 13,576 13,358 13,358
Additions 131 - 419
Impairments - - (201)
Reclassification from other current assets - - -
At the end of the period 13,707 13,358 13,576
10 Share Capital of the company
Number Nominal,
£'000
Deferred shares of £0.0009 each 2,371,116,172 2,134
A deferred shares of £0.000096 each 6,033,861,125 579
Ordinary shares of £0.0001 each 5,684,368,853 568
As at 31 December 2023 3,281
11 Borrowings
Reconciliation of Liabilities Arising from Financing Activities
Cash flow Cash flow repayments Non - cash flow Non - cash flow Non-cash Non-cash
30 June loans received Conversions Interest accrued flow Reclassification flow Forex movement 31 Dec
Group 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Convertible notes 2,877 605 - (284) 430 (94) - 3,534
Other loans 916 - (32) - 329 (4) 13 1,222
Total 3,793 605 (32) (284) 759 (98) 13 4,756
Half-yearly report notes
for the period ended 31 December 2024, continued
12 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. 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 period.
13 Subsequent Events
On 29 January 2025 the Company announced the extension of the maturity of
convertible loan notes totaling £562,840 in principal and £22,513 of
interest to 18 March 2025, the conversion of the accrued interest into
54,911,214 new ordinary shares in the company, the revision of the conversion
price of the remaining loan principal to 0.075 pence per share and the
issuance of warrants to noteholders representing 5% of the value of the
extended principal, exercisable at the newly revised conversion price of the
convertible loans. The Company further announced the issuance of 122,558,535
new ordinary shares at 0.041 pence per share in settlement of various
professional fees, the issuance of 48,780,487 new ordinary shares at 0.041
pence per share for cash proceeds and the issue of 487,804,878 new ordinary
shares at 0.041 pence per share in settlement of £200,000 of outstanding
debt.
On 31 January 2025 the Company announced the conversion of £10,000 of debt
into 28,571,428 new ordinary shares at 0.035 pence per share, with a 1 for 1
warrant exercisable for 3 years at 0.04 pence per share, and the conversion of
a further £10,000 of debt into 25,000,000 new ordinary shares at a price of
0.04 pence per share with a 1 for 1 warrant exercisable for 3 years at 0.05
pence per share.
On 25 February 2025 the Company announced the conversion of £25,000 of debt
into 71,428,571 new ordinary shares at a price of 0.035 pence per share, with
a 1 for 1 warrant exercisable for 3 years at 0.045v pence per share.
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