REG - Technology Minerals - Interim Results
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RNS Number : 0325Z Technology Minerals PLC 01 April 2026
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
1 April 2026
Technology Minerals Plc
("Technology Minerals" the "Group" or the "Company")
Interim Results
Technology Minerals Plc (LSE: TM1), the first UK listed company focused on
creating resource and manufacturing resilience through a sustainable circular
economy for battery metals and other critical resources, is pleased to
announce its results for the six months to 31 December 2025.
HIGHLIGHTS
Technology Minerals
· Identified potential multi-commodity targets, including rare earths,
at its 100%-owned Cameroon project ("the TMC Project")
· Progressed with evaluation of opportunities to recover rare earth
elements and critical minerals from underutilised industrial by-products in
the UK
· Strengthened strategic positioning through proposed Board
appointments, supporting the evaluation of additional operational verticals
aligned with national resilience, secure supply chains and critical
infrastructure requirements
Recyclus Group Ltd ("Recyclus"), 48.35% Technology Minerals owned subsidiary
company
· Delivered a period of commercial and operational progress, with
significant increase in production and scale up of operations
· Achieved strong revenue growth, reflecting accelerating market
traction
· Recorded first month of positive cash flow in July and August 2025,
marking a key financial milestone
· Closed the calendar year with record revenues in December 2025,
delivering the highest monthly revenue and the largest number of contract wins
· Black mass offtake agreement with Glencore plc ("Glencore") continues
to perform strongly, with volumes currently exceeding the contracted 20 tonnes
per month commitment
· 100% owned subsidiary, LiBatt recycling Ltd, joined consortium with
Jaguar Land Rover ("JLR"), Mint Innovation and WMG, University of Warwick
("WMG"), supported by funding from the Department for Business and Trade
("DBT"), to accelerate UK lithium-ion ("Li-ion") battery recycling innovation.
50% of the £8.1m funding is funded by Department for Business and Trade
("DBT")
· Secured £1.1 million loan agreement with Close Brothers enabling it
to operate without additional support from Technology Minerals
Post Period End
· 15 January 2026: announced the intention to strengthen the Board with
the appointments of Nick Bridle and Mick Cataldo as Non-Executive Directors,
with formal confirmations expected imminently. Appointments form a key part
of the Company's strategy to evaluate and develop additional operational
verticals aligned with national resilience priorities, including defence,
security and broader industrial supply chains
· 4 March 2026: Raised £350,000 before expenses through the issue of
350 million ordinary shares at a price of £0.001 per share and, subject to
the necessary shareholder consents, the intended issuance of 350 million
warrants, exercisable at a price of £0.001 per share from investors including
Nick Bridle and Mick Cataldo
· 5 March 2026: Agreed amended terms for the inter-company loan with
Recyclus, securing board representation, security and interest for Technology
Minerals
· 10 March 2026: Updated the conditional settlement with existing CLN
holders, originally agreed on 15 January 2025, that will enable a material
positive adjustment to the Company's balance sheet
· 10 March 2026: Recyclus launched a crowdfunding campaign on Crowdcube
Capital Limited ("Crowdcube"), with a pre-money valuation of £30 million,
supporting investment in additional plant equipment and scaling up of
operations
Alex Stanbury, Chief Executive Officer of Technology Minerals, said:
"Technology Minerals continues to advance its exploration portfolio while
engaging with potential partners to support the progression of these assets
and unlock value. It has been a period of excellent operational and commercial
progress at Recyclus, reflected in the increased production, revenue growth,
and the achievement of key financial milestones, including the first months of
positive cash flow and record revenues in the month of December.
"With a growing network of customers and partnerships and a strengthened
position within the UK battery supply chain, we are well positioned to
capitalise on increasing demand for domestically sourced critical materials,
while continuing to expand our exploration efforts.
"The incoming Board appointments materially strengthen our strategic
capability as we evaluate additional operational verticals aligned with
national resilience priorities. With increasing geopolitical and supply chain
volatility, the secure supply of critical materials and supporting
infrastructure is becoming an area of growing strategic importance. The Board
believes the Company is well positioned to expand its role within this
evolving landscape, while remaining focused on disciplined execution and
long-term value creation for shareholders."
Update on Temporary Suspension of Trading
The Company's listing had been temporarily suspended pending publication of
the Annual Report and Accounts. Once the Annual Report and Accounts have been
tagged and converted to XHTML format with Inline XBRL mark up, as specified in
the UK Transparency Directive Regulation and DTR 4.1, they will be uploaded to
the National Storage Mechanism, following which, the Company will apply for
the restoration of the listing of its shares.
Enquiries
Technology Minerals Plc
Robin Brundle, Executive Chairman c/o +44 (0)20 4582 3500
Alex Stanbury, Chief Executive Officer
Fortified Securities (Lead Broker)
Guy Wheatley +44 (0)20 3411 7773
Oberon Investments Limited (Joint Broker)
Nick Lovering, Adam Pollock +44 (0)20 3179 0500
Gracechurch Group (Financial PR)
Harry Chathli, Alexis Gore, Rebecca Scott +44 (0)20 4582 3500
About Technology Minerals Plc
Technology Minerals is developing the UK's first listed, sustainable circular
economy for battery metals, using cutting-edge technology to recycle, recover,
and re-use battery technologies for a renewable energy future. Technology
Minerals is focused on raw material exploration required for Li-ion batteries,
whilst solving the ecological issue of spent Li-ion batteries, by recycling
them for re-use by battery manufacturers. Further information on Technology
Minerals is available at www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk/) .
INTERIM MANAGEMENT REPORT
Overview
During the period, the Company delivered commercial and operational progress,
continuing to execute its strategy of developing a circular economy for
critical battery metals through mineral exploration and Li-ion battery
recycling while positioning the business within the broader context of
increasing demand for secure and resilient supply chains.
Ongoing exploration work continued to identify high-potential targets within
the Company's existing portfolio, while a strengthened Board will position the
Company to expand its capabilities, evaluate adjacent operational verticals
and pursue additional value-creating opportunities aligned with evolving
national and industrial priorities. At Recyclus, activities scaled
significantly, driving increased production and significant revenue growth,
reflecting accelerating market traction. Recyclus achieved important financial
milestones, including its first months of positive cash flow and record
monthly revenues towards the end of the year, supported by customer demand and
contract wins.
Operating Review
Exploration for critical minerals
The Company has reassessed its TMC Project licenses and has identified
high-priority potential multi-commodity targets including rare earths at its
100%-owned TMC Project in Cameroon. The Company is in discussions with
potential partners to support future fieldwork programmes aimed at advancing
these assets and supporting future value realisation for shareholders.
In addition, Technology Minerals has identified prospective projects for the
recovery of rare earth elements and critical minerals from underutilised
industrial by-products in the UK. The economic viability of these
opportunities is under evaluation. This approach augments its exploration
strategy to strengthen resilience of domestic supply chains, reduce reliance
on imported materials and support environmental remediation by transforming
legacy industrial waste into a valuable natural resource.
Li-ion battery recycling building commercial traction
The period has been one of operational and commercial momentum for Recyclus,
reflecting the continued scaling of its recycling activities and increasing
market demand. Recyclus achieved its first profitable months in July and
August 2025, representing a milestone in its development and demonstrating the
progress made towards sustainable operations. The momentum continued towards
the end of the year with December 2025 representing its strongest month in
terms of revenue in 2025. This positive momentum was achieved despite a
temporary interruption to feedstock supply from a key customer, due to factors
unrelated to Recyclus, which has now been resolved. The performance reflects
increasing demand and a growing base of both new and recurring customers.
Recyclus continues to optimise and refine its black mass generation process,
steadily increasing its throughput during the year generating revenue from the
sale of black mass. The offtake agreement with Glencore performed strongly
following an initial 100-tonne trial and agreement to deliver a minimum of 20
tonnes of black mass per month on an ongoing basis, with current production
volumes exceeding this amount. The agreement with Glencore reflects both
operational progress and strength of demand for recycled battery materials.
Further strengthening its position within the UK battery recycling ecosystem,
LiBatt Recycling Ltd joined a consortium with Mint Innovation, JLR and WMG, to
accelerate the UK Li-ion battery recycling solution under the launch of UK
Government backed Project COMET. Supported by funding from the Department of
Business and Trade, the project aims to prove Mint's low-carbon,
hydrometallurgical black mass refining technology at demonstration scale,
producing recycled lithium, nickel and cobalt to support UK's onshore circular
battery supply chain for EVs.
Board changes
The Company announced that Nick Bridle and Mick Cataldo will join the Board as
Non-Executive Directors, with their appointments expected to be confirmed
imminently. Their appointments will materially strengthen the Board's
capability as the Company evaluates its next phase of growth, including the
development of additional operational verticals.
Both bring extensive experience across Defence, National Security and complex
operational systems, alongside established networks across government,
industry and capital. This expertise supports the Company's ability to assess
and pursue opportunities aligned with sovereign resilience priorities and the
secure supply of critical materials and associated infrastructure. These
appointments form part of a broader strategic review of opportunities to
expand the Company's role within resilient industrial supply chains.
Financial Review
As discussed in the Group's Annual Report at 30 June 2025, the Group now
consolidates Recyclus and has restated the comparatives for prior years. For
the 6-month period to 31 December 2025, the Group made a loss of £1.6 million
(H1 2024: £1.7 million loss as restated). Revenues from Recyclus in the
6-month period to 31 December 2025 were £1.5 million (2024: 0.7 million). In
the 6-month period to 31 December 2025, Recyclus secured a £1.1 million loan
facility from Close Brothers to support its operations.
Post Period
In March 2026, the Company completed a £350,000 fundraise through the issue
of 350,000,000 new Ordinary shares at a price of 0.1 pence each, following the
receipt of irrevocable commitments announced on 15 January 2026. Each Ordinary
share has a warrant attached at an exercise price of 0.1 pence per share,
which will be issued subject to the approval of the necessary authorities by
shareholders.
The Company also entered into a binding letter of intent with Recyclus in
relation to a new loan agreement, which replaces the previous loan agreement
between the parties, dated February 2022. Technology Minerals provided
early-stage funding to Recyclus up to July 2024 to support development,
permitting, and the transition to commercial operations. The new agreement
secures board representation, security and interest for Technology Minerals.
Recyclus launched a crowdfunding campaign with Crowdcube in March 2026, at a
pre-money valuation of £30m. The funds raised will be used to purchase
additional plant equipment designed to improve productivity and utilisation,
optimise recycled material outputs and increase the value derived from each
tonne processed.
In addition, the Company agreed settlement terms with Jonathan Swann ("JS")
and Atlas Special Opportunities II, LLC ("Atlas") in respect of their
convertible instruments that will enable a material positive adjustment to the
Company's balance sheet. This funding supports the Company's near-term
operational requirements while providing a platform for further strategic
development.
Risks
The Board is encouraged by the solid progress achieved across the Group's
exploration portfolio and recycling operations at Recyclus while remaining
mindful of the evolving macroeconomic and geopolitical environment in which
the Group operates. The Company has an established process for the
identification and management of risk, working within the governance
framework. Ultimately, the management of risk is the responsibility of the
Board of Directors, working through the business leadership team. For further
detail please refer to the general risks laid out in the Annual Report.
Outlook
The Group enters the second half of the year with operational momentum.
Technology Minerals continues to advance its exploration portfolio and is
engaging with potential partners to support the progression of these assets,
with the aim of unlocking value in the portfolio and supporting the
development of a more resilient domestic supply chain for critical materials.
The continued scale-up of operations and commercial progress resulted in
strong revenue growth at Recyclus in the first half. Management expects
continued growth, reinforced by increased operational efficiencies as the
benefits of new plant equipment increase utilisation rates and optimise the
value extracted per tonne of processed material supporting improved
operational leverage as the business continues to scale.
With a growing network of partnerships across industry and academia, Recyclus
remains well positioned within the rapidly evolving UK battery supply chain,
operating the UK's first industrial scale Li-ion battery recycling facility.
The proposed appointments of Nick Bridle and Mick Cataldo materially
strengthen the Company's strategic capability. Both are already working
alongside the Board to evaluate additional operational verticals and
opportunities that can enhance the Company's long-term growth strategy. Their
combined experience across defence, national security, infrastructure and
complex operational systems, together with established networks across
government, industry and capital, supports the Company's ability to identify
and progress opportunities aligned with national resilience priorities,
including the secure supply of critical materials and associated
infrastructure.
As global demand for critical materials continues to increase, driven by
electrification, industrial transformation and evolving geopolitical dynamics,
the importance of secure, domestic supply chains is becoming more pronounced.
The ability to recover and process such materials within the UK provides a
strategic advantage, reducing reliance on imports and enhancing national
resilience. The Board believes the Group is well positioned to capitalise on
these trends, while maintaining a disciplined approach to execution and
capital allocation.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Mr Alexander Stanbury
Chief Executive Officer
1 April 2026
Condensed Consolidated Statement of Comprehensive Income
for the six-months ended 31 December 2025
Six months to 31 December 2025 Six months Year ended 30 June
Unaudited to 31 December 2024 2025
Unaudited Audited
Notes £'000 £'000 £'000
Revenue 1,499 695 1,499
Cost of sales (180) (208) (358)
Gross profit 1,319 487 1,141
Administrative expenses (2,435) (2,257) (4,983)
Impairment of intangible assets - - (310)
Impairment of financial instruments - - (919)
Operating loss (1,116) (1,770) (5,071)
Other income 169 - 343
Net foreign exchange gains/(losses) 29 34 26
Loss on partial sale of a subsidiary - - (7,011)
Loss on disposal of associate 7 (147) - -
Gain on sale of a subsidiary - - 433
Loss before financing and income tax (1,065) (1,736) (11,280)
Net finance costs 8 (842) 96 (2,162)
Net gains/(losses) on financial assets at FVTPL 105 - (134)
Loss before taxation from continuing operations (1,802) (1,640) (13,576)
Income tax 217 - -
Loss for the period from continuing operations (1,585) (1,640) (13,576)
Profit/(loss) on discontinued operations, net of tax - (15) -
Loss for the year (1,585) (1,655) (13,576)
Attributable to:
Equity holders of the Company (1,455) (1,111) (12,644)
Non-controlling interests (130) (544) (932)
Loss for the year (1,585) (1,655) (13,576)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences arising on translation of foreign operations (13) 16 (12)
Total comprehensive loss for the period (1,598) (1,639) (13,588)
Attributable to:
Equity holders of the Company (1,468) (1,095) (12,656)
Non-controlling interests (130) (544) (932)
Total comprehensive loss for the period (1,598) (1,639) (13,588)
Basic and diluted Earnings per share in pence attributable to owners of the
Company from:
Total operations (restated) 9 (0.05)p (0.06)p (0.61)p
Discontinued operations - - -
Condensed Consolidated Statement of Financial Position
As at 31 December 2025
31 December 31 December 2024 30 June
2025 Unaudited 2025
Unaudited Audited
Notes £'000 £'000 £'000
Non-current assets
Property, plant and equipment 3,384 3,517 3,406
Right of use asset 733 860 797
Intangible assets 10 6,669 15,276 6,633
Financial assets 177 30 30
Investment in associate - - 293
Total non-current assets 10,963 19,683 11,159
Current assets
Assets held for sale - 880 -
Inventory - 120 -
Trade and other receivables 1,176 279 667
Financial assets held at FVTPL 1 - 189
Cash and cash equivalents 26 24 104
Current assets 1,203 1,303 960
Total assets 12,166 20,986 12,119
Current liabilities
Trade and other payables 11 5,036 3,885 4,816
Lease liability 124 14 120
Borrowings 12 6,780 4,376 6,237
Total current liabilities 11,940 8,275 11,173
Non-current liabilities
Lease liability 635 884 728
Borrowings 12 1,033 559 -
Derivative financial liability 13 546 696 619
Total non-current liabilities 2,214 2,139 1,347
Total liabilities 14,154 10,414 12,520
Net (liabilities)/assets (1,988) 10,572 (401)
Equity
Share Capital 14 2,794 1,805 2,794
Share Premium 14 22,528 22,419 22,528
Warrants reserve 761 761 761
Convertible loan reserve 295 297 295
Share-based payments reserve 2,291 2,371 2,280
Foreign exchange reserve (7) 50 6
Accumulated deficit (26,832) (13,834) (25,377)
Equity attributable to owners of the parent 1,830 13,869 3,287
Non-controlling interests (3,818) (3,297) (3,688)
Total equity (1,988) 10,572 (401)
Condensed Consolidated Statement of Changes in Equity
for the six-month period ended 31 December 2025
Share capital Share premium Warrants Convertible loan reserve Share based payment reserve Foreign exchange reserve Accumulated deficit Equity Non-controlling interests Total
£'000 £'000 Reserve £'000 £'000 £'000 £'000 £'000 £'000 Equity
£'000 £'000
Balance at 1 July 2024 (audited, restated) 1,609 22,311 761 297 2,320 34 (12,723) 14,609 (2,753) 11,856
Loss for the period - - - - - - (1,111) (1,111) (544) (1,655)
Exchange gain on translation of foreign operations - - - - - 16 - 16 - 16
Total comprehensive income for the period - - - - 16 (1,111) (1,095) (544) (1,639)
Transactions with owners:
Issue of share capital 196 108 - - - - - 304 - 304
Warrants issued - - - - - - - - - -
Share-based payments charge - - - - 51 - - 51 - 51
Balance at 31 December 2024 (restated) 1,805 22,419 761 297 2,371 50 (13,834) 13,869 (3,297) 10,572
Loss for the period - - - - - - (11,533) (11,533) (388) (11,921)
Exchange gain on translation of foreign operations - - - - - (28) - (28) - (28)
Total comprehensive income for the period - - - - - (28) (11,533) (11,561) (388) (11,949)
Disposal of subsidiary - - - - - (16) (101) (117) (3) (120)
Issue of share capital 989 109 - - - - - 1,098 - 1,098
Warrants issued - - - - - - - - - -
Warrants exercised and lapsed - - - - (91) - 91 - - -
Settlement of convertible loan - - - (2) - - - (2) - (2)
Share-based payment charge - - - - - - - - - -
Balance at 30 June 2025 (audited) 2,794 22,528 761 295 2,280 6 (25,377) 3,287 (3,688) (401)
Balance at 1 July 2025 (audited) 2,794 22,528 761 295 2,280 6 (25,377) 3,287 (3,688)
(401)
Loss for the period - - - - - (1,455) (1,455) (130) (1,585)
Exchange gain/(loss) on translation of foreign operations - - - - - (13) - (13) - (13)
Total comprehensive income for the period - - - - - (13) (1,455) (1,468) (130) (1,598)
Transactions with owners:
Share-based payment charge - - - - 11 - - 11 - 11
Balance at 31 December 2025 2,794 22,528 761 295 2,291 (7) (26,832) 1,830 (3,818) (1,988)
Balance at 1 July 2025 (audited) 2,794 22,528 761 295 2,280 6 (25,377) 3,287 (3,688) (401)
Convertible loan reserve Share based payment reserve Foreign exchange reserve Non-controlling interests
Share capital Share premium Warrants Accumulated deficit Total
reserve Equity Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2025 (audited) 2,794 22,528 761 295 2,280 6 (25,377) 3,287 (3,688) (401)
Loss for the period - - - - - (1,455) (1,455) (130) (1,585)
Exchange gain/(loss) on translation of foreign operations - - - - - (13) - (13) - (13)
Total comprehensive income for the period - - - - - (13) (1,455) (1,468) (130) (1,598)
Transactions with owners:
Share-based payment charge - - - - 11 - - 11 - 11
Balance at 31 December 2025 2,794 22,528 761 295 2,291 (7) (26,832) 1,830 (3,818) (1,988)
Condensed Consolidated Statement of Cash Flows
for the six-month period ended 31 December 2025
6 months to 31 December 2025 6 months to 31 December 2024 Year to
Unaudited Unaudited 30 June 2025
Audited
Notes £'000 £'000 £'000
Cash flows from operating activities
Loss before tax from continuing operations (1,802) (1,640) (13,576)
Profit/(loss) from discontinued operations - (15) -
Loss before tax (1,802) (1,655) (13,576)
Adjustments for:
Depreciation 181 179 360
Loss/(gain) on derivative financial liability (73) (951) 313
Finance charges 915 855 1,849
(Gain)/loss on financial asset FVPTL (105) - 134
Gain on sale of subsidiary - - (433)
Loss on partial sale of associate 147 - -
Loss on partial sale of subsidiary - - 7,011
Share option charge 11 51 45
Impairment loss - - 1,229
Foreign exchange movements (14) 25 (26)
Net cashflow before changes in working capital (740) (1,496) (3,094)
Movement in inventory - - -
Movement in receivables (474) (15) (449)
Movement in payables (185) 576 1,923
Net cash used in operating activities before taxation (1,399) (935) (1,620)
R&D tax refund 185 - -
Net cash used in operating activities (1,214) (935) (1,620)
Cash flows from investing activities
Purchase of property, plant and equipment (96) (40) (47)
Purchase of intangible assets (23) (16) (20)
Proceeds from sale of investment 293 - 1,001
Net cash generated from/(used in) investing activities 174 (56) 934
Cash flows from financing activities
Issue of share capital - - 250
Proceeds of borrowing 2,551 1,064 1,753
Repayment of borrowings, including interest (1,589) (72) (1,236)
Cost of procuring convertible loan notes - - -
Net cash generated from financing activities 962 992 767
Net change in cash and cash equivalents during the period (78) 1 81
Cash at the beginning of period 104 23 23
Cash and cash equivalents at the end of the period 26 24 104
Notes to the condensed consolidated interim financial information
1. GENERAL INFORMATION
The Company is incorporated and domiciled in England and the registered number
of the Company is 13446965. The registered office is 18 Savile Row, London,
W1S 3PW.
2. BASIS OF PREPARATION
The accounting policies, methods of computation and presentation used in the
preparation of the condensed consolidated interim financial information are
shown below.
There have been no changes to the reported figures as a result of any new
reporting standards or interpretations.
3. Basis of preparation
The condensed interim financial statements ("Interim Financial Statements")
have been prepared in accordance with the requirements of IAS 34 "Interim
Financial Reporting". The Interim Financial Statements should be read in
conjunction with the audited consolidated financial statements of the Group
for the year ended 30 June 2025, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) in conformity with the
Companies Act 2006 and are available at www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk) .
The financial information set out in this interim report is unaudited and does
not constitute statutory accounts as defined in section 434 of the Companies
Act 2006.
Comparatives
The comparatives are for the unaudited 6-month period ended 31 December 2024
(as restated) and for the audited year to 30 June 2025. The business is not
subject to seasonal variations. The report of the auditors on the accounts for
the year ended 30 June 2025 was unqualified.
Going Concern
On 15 January 2026, under a funding agreement with Fortified Securities Ltd,
the Company announced that it had raised £350,000 before expenses by the
issue of 350 million shares at £0.001 per share. Each subscription share will
be issued with one warrant attached, exercisable at the Placing Price and with
a term of 60 months.
In accordance with this agreement, the Company and Fortified Securities Ltd
are seeking to raise a further minimum funding of £3 million, with a target
of £4 million, in a share placing in which regard the Company is proposing to
issue a prospectus, which is at an advanced stage with the FCA, to provide
authority for it to issue new shares in respect of loan conversions as well as
for additional funding. Should less than the target funding be achieved, the
Company has identified discretionary expenditures which can be deferred or
cancelled.
The Company further announced that it and Fortified Securities Ltd have
successfully agreed settlement terms with Jonathan Swann ("Swann") and Atlas
Special Opportunities II, LLC ("ACM") in respect of their convertible
instruments, whereby:
* Swann's settlement of £3.3 million is settled by £0.5m in cash, up to £2.5m
(or 24.99% of the Company's enlarged share capital) in shares, and the balance
as a 24-month secured term loan at 8%, with no conversion rights.
* ACM settlement of £1.7 million is settled by £1.5m in cash and £0.2m in
shares under the proposed placing.
The Company has made loans to Recyclus for that group's development phase and
owns 48.35% in equity and believes that cashflows generated in Recyclus will
enable repayments to be made from time to time. Recyclus is seeking separate
funding for further development and recently received £1.1 million under a
loan facility.
In the opinion of the Directors, based on the Group's financial projections,
they have satisfied themselves that the business is a going concern due to
their reasonable expectation that the Group has or will be able to access
adequate resources from its proposed prospectus minimum amount and further
share placements to continue in operational existence for the foreseeable
future and therefore the accounts are prepared on a going concern basis.
4. SIGNIFICANT ACCOUNTING POLICIES
The Interim Financial Statements have been prepared in accordance with the
accounting policies adopted in the Group's most recent annual financial
statements for the year ended 30 June 2025.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Interim Financial Statements require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Estimates and judgements are
continually evaluated based on historical experience and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may differ from
these estimates and assumptions.
The judgements, estimates and assumptions applied in the Interim Financial
Statements, including the key sources of estimation uncertainty, were the same
as those applied in the Group's last annual financial statements for the year
ended 30 June 2025.
6. BUSINESS AND GEOGRAPHICAL REPORTING
The Group's chief operating decision maker is considered to be the executive
directors (the 'Executive Board'). The Executive Board evaluates the financial
performance of the Group by reference to its reportable segments: mineral
exploration, battery recycling and other, which includes expenditure,
corporate assets and corporate liabilities that are managed on a group basis.
Below is a summary of the Group's results, assets and liabilities by
reportable segment as presented to the Executive Board.
Mineral exploration Total
Battery recycling
Other
£'000's £'000s £'000s £'000's
6 months to 31 December 2025 - Unaudited
Segment loss for the period (47) (435) (1,103) (1,585)
Total segment loss for the period (47) (435) (1,103) (1,585)
6 months to 31 December 2024 (restated) - Unaudited
Segment loss for the period (54) (1,053) (548) (1,655)
Total segment loss for the period (54) (1,053) (548) (1,655)
Year ended 30 June 2025 - Audited
Segment loss for the year (346) (1,785) (11,445) (13,576)
Total segment loss for the year (346) (1,785) (11,445) (13,576)
Total segment assets
At 31 December 2025 - Unaudited 6,577 5,331 258 12,166
At 31 December 2024 (restated) - Unaudited 15,216 4,865 906 20,986
At 30 June 2025 - Audited 6,691 4,935 493 12,119
Total segment liabilities
At 31 December 2025 - Unaudited (68) (4,766) (9,320) (14,154)
At 31 December 2024 (restated) - Unaudited (14) (4,193) (6,207) (10,414)
At 30 June 2025 - Audited (17) (4,124) (8,379) (12,520)
7. Loss on disposal of associate
The loss for the period of £147k resulted from the sale of a 10% interest in
the Group's Idaho assets.
8. FINANCE INCOME AND OTHER FINANCE COSTS
Unaudited Restated Audited
6 months to Unaudited year ended
31 December 6 months to 30 June
2025 31 December 2025
2024
£'000's £'000's £'000's
Finance income:
Fair value movement on derivative liability 73 951 -
Other finance charges:
Interest payable including unwinding of discount on convertible loans (915) (855) (1,849)
inclusive of loan fees
Fair value movement on derivative liability - - (313)
(842) 96 (2,162)
The fair value movement on derivative liability relates to the remeasurement
of embedded derivatives contained within the CLNs. A prior adjustment
effecting the year ended 30 June 2024, was made in the audited financial
statements for the year ended 30 June 2025 which had an impact on the finance
cost and movement on the derivative financial liability of the ACM and CLG
loan notes. See note 15 for further information.
9. EARNINGS PER SHARE
Basic earnings per share ("EPS") is calculated by dividing the loss
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period.
Unaudited Restated Audited
6 months to Unaudited year ended
31 December 6 months to 30 June
2025 31 December 2025
2024
£'000's £'000's £'000's
Profit/(loss) for the year attributable to equity holders of the company
Continuing operations (1,455) (1,096) (12,644)
Discontinued operations - (15) -
Total operations (1,455) (1,111) (12,644)
Weighted average number of ordinary shares in issue 2,794,394,215 1,715,857,993 2,084,199,948
Basic and fully diluted earnings per share in pence
- from continuing operations (0.05) (0.06) (0.61)
- from discontinued operations - - -
10. INTANGIBLE ASSETS
UNAUDITED
Cost Mineral exploration Battery Box Total
£'000s £'000s £'000s
At 1 July 2025 6,515 118 6,633
Additions 23 - 23
FX 13 - 13
At 31 December 2025 6,551 118 6,669
Accumulated amortisation
At 1 July 2025 - - -
Amortisation - - -
At 31 December 2025 - - -
Net book value at 31 December 2025 6,551 118 6,669
Unaudited
Cost Mineral exploration Battery Box Total
£'000s £'000s £'000s
At 1 July 2024 15,135 118 15,253
Additions: 32 - 32
FX (9) - (9)
At 31 December 2024 15,158 118 15,276
Accumulated amortisation
At 1 July 2024 - - -
Amortisation - - -
At 31 December 2024 - - -
Net book value at 31 December 2024 15,158 118 15,276
AUDITED
Cost Mineral exploration Battery Box Total
£'000 £'000s £'000
At 1 July 2024 15,135 118 15,253
Additions 20 - 20
FX (82) - (82)
Impairment (310) - (310)
Disposed of on sale of Idaho subsidiaries (8,248) - (8,248)
At 30 June 2025 6,515 118 6,633
Accumulated amortisation
At 1 July 2024 - - -
Amortisation - - -
At 30 June 2025 - - -
Net book value 30 June 2025 6,515 118 6,633
11. TRADE AND OTHER PAYABLES
Unaudited Restated Audited
31 December 2025 Unaudited 30 June 2025
£'000s 31 December 2024 £'000s
£'000s
Trade and other payables 1,850 2,005 1,730
Taxation and social security 1,131 877 1,339
Accruals 2,055 1,003 1,746
5,036 3,885 4,816
12. BORROWINGS
Unaudited Restated Audited
31 December 2025 Unaudited 30 June 2025
31 December 2024
£'000's £'000's £'000's
Current 6,780 4,376 6,237
Non-current 1,033 559 -
7,813 4,935 6,237
Current borrowings
Include both convertible loan notes and other loans.
Non-current borrowing
During the period to 31 December 2025, Recyclus took out a £1.1m term loan
with Close Brothers. The Close Brothers loan is for a 5-year term with an
annual interest rate of 13%.
More information on the borrowings can be found in the annual accounts for the
year ended 30 June 2025.
A prior adjustment was made effecting the year ended 30 June 2024 in the
audited financial statements for the year ended 30 June 2025 which had an
impact on the borrowing costs in relation to the CLG and ACM loan notes. See
note 15 for further information.
13. DERIVATIVE FINANCIAL LIABILITY
Unaudited Restated Audited
31 December 2025 Unaudited 30 June 2025
31 December 2024
£'000's £'000's £'000's
Opening balance 619 549 549
Derecognition on conversion to equity - (56) (126)
Fair value through income statement (73) 203 196
Closing balance 546 696 619
The CLNs issued during the 2024 each contain three embedded derivative
financial liabilities (DFLs). These DFLs arise from conversion features that
allow the holder to convert the loan into a variable number of the Company's
equity instruments based on the market price at the date of conversion and
also arises from a default event linked to the market capitalisation of the
Group. Due to the variability in conversion terms, the embedded derivative is
classified as a financial liability.
A prior adjustment was made in the audited financial statements for the year
ended 30 June 2025 which had an impact on the derivative financial liability.
See note 15 for further information
14. SHARE CAPITAL AND SHARE PREMIUM
Number of ordinary shares of 0.1p Share capital Share premium
£'000s £'000s
1 July 2024 as restated (audited) 1,609,723,545 1,609 22,311
Share issue - conversion of CLNs 195,366,970 196 108
At 31 December 2024 (unaudited) 1,805,090,515 1,805 22,419
Share issue - placings 250,000,000 250 -
Share issue - conversion of CLNs 243,479,440 243 109
Share issue - settlement of third-party payables 441,819,760 442 -
Share issue - settlement of directors' fees 54,004,500 54 -
At 30 June 2025 (audited) 2,794,394,215 2,794 22,528
- -
At 31 December 2025 2,794,394,215 2,794 22,528
15. PRIOR PERIOD ADUSTMENT
As disclosed in the Group's audited annual financial statements for the year
ended 30 June 2025, two material prior period adjustments were identified and
corrected in those financial statements.
Adjustment 1 - Consolidation of Recyclus Group Ltd
Following a limited-scope review by the Corporate Reporting Review Team of the
Financial Reporting Council in May 2024, the Directors reassessed the Group's
relationship with Recyclus Group Ltd ("Recyclus"), in which the Company holds
a 48.35% economic interest. The Directors concluded that the Company has
controlled Recyclus since the date of acquisition (26 August 2021) within the
meaning of IFRS 10 Consolidated Financial Statements. In prior periods,
Recyclus had been accounted for as an associate under IAS 28. The acquisition
has been accounted for under IFRS 3 Business Combinations, and all prior
period comparatives in the annual financial statements for the year ended 30
June 2025 were restated accordingly.
The effect of this adjustment on the year ended 30 June 2024 was to
consolidate the assets, liabilities, income and expenses of the Recyclus
sub-group on a line-by-line basis, eliminate the equity-accounted investment
and recognise a non-controlling interest of 51.65%.
Adjustment 2 - Restatement of CLG and ACM convertible loan note valuations
During the preparation of the annual financial statements for the year ended
30 June 2025, the Group identified an error in the initial allocation of the
CLG and ACM convertible loan note instruments recognised during the year ended
30 June 2024. Under the original allocation, the embedded derivative financial
liability (measured at fair value through profit or loss) was overstated and
the host contract liability (measured at amortised cost) was understated, with
a consequential impact on the allocation of transaction costs and the
subsequent measurement of each component through profit or loss. The revised
valuations were obtained and adopted as the basis for restated comparatives in
the annual financial statements.
Status of H1 FY2024 comparative information
Both adjustments were fully restated in the Group's audited annual financial
statements for the year ended 30 June 2025. However, the comparative figures
for the six months ended 31 December 2024 presented in these condensed interim
financial statements have not been restated in full for adjustment 2. The
principal effects, had the restatement been completed, would include:
- a reallocation between interest expense on convertible loan notes and the
fair value movement on the derivative financial liability in the H1 FY2024
comparative period, with a net reduction in the total finance cost for the
comparative period.
The full quantification of both adjustments on the annual comparative periods
is set out in note 36 of the Group's audited annual report for the year ended
30 June 2025, available at www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk) .
16. RELATED PARTY TRANSACTIONS
There have been no changes to the nature of related party transactions from
those described in the annual report for the year ended 30 June 2025.
17. EVENTS OCCURRING AFTER THE REPORTING DATE
Private placing
In January 2026, the Company raised £350,000 before expenses by agreeing the
issue of 350 million ordinary shares at £0.001 per share.
Loan agreement with Recyclus
On 5 March 2026, the Company announced that it had entered into a binding
letter of intent with Recyclus, which constituted a related party transaction,
and which set out the principal terms of a new loan agreement ("the New
Agreement") to be entered into, replacing the previous loan agreement between
the parties, dated February 2022.
The New Agreement provides that the loan will have a seven (7) year term and
will be secured by a second ranking charge over the assets of Recyclus and its
subsidiaries.
The loan will accrue an increasing rate of interest during the term of the
loan.
The interest rates are: 2.5% in the first year; the Bank of England base rate
in year two and three; Bank of England base rate +1% in year four; Bank of
England base rate +2% in Year five; and Bank of England base rate +3% the
following years. Recyclus will receive a £0.5 million early repayment
discount should it repay the outstanding loan balance within three (3) years
from the date of the New Agreement.
Interest on the loan will accrue at the aforementioned rates from the date of
the New Agreement, to be paid on or before the last day of each month. No
repayment of any interest thereon shall be due until the first anniversary of
the New Agreement, and no repayment of the principal shall be due until the
second anniversary of the New Agreement. In the event of a default that is not
remedied within 45 days, additional default interest shall apply.
Under the terms of the New Agreement, the Company has the right to appoint and
maintain one director to the Recyclus Board. Nick Kounoupias, Non-Executive
Director of Technology Minerals, is the Company's nomination to join the
Recyclus Board as the Company's representative, such appointment to be subject
to approval of the Recyclus Board. If the number of directors at Recyclus
increases, Technology Minerals has the right to appoint further directors
pro-rata.
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