Second Interim Financial Results to 31 July 2026

Condensed consolidated statement of cash flows

for the four and ten months ended 31 July 2026

* 2026: continuing operations. 2025: the legacy group, including the discontinued operation. Operating cash outflows in 2025 were mainly distributions to Scheme creditors from provisions recognised in earlier periods. Cash flows of the discontinued operation are analysed in Note 2.5.

The accompanying notes form part of these condensed consolidated interim financial statements.

Significant non-cash transactions

Notes to the condensed consolidated interim financial statements

1. Corporate information

Amigo Resources PLC (the Company) is a public limited company incorporated and domiciled in England and Wales (registered number 10024479). It changed its name from Amigo Holdings PLC to Amigo Resources PLC on 2 March 2026. Its ordinary shares are admitted to the Equity Shares (Commercial Companies) category of the Official List and to trading on the Main Market of the London Stock Exchange (LSE: AMGO). The registered office is Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.

The Company and its subsidiaries (together, the Group) explore for gold and rare earth elements, and process and sell gold, principally in Tanzania. The Group's two gold projects are the Kabete Project (Kilindi-Handeni District, Tanga Region) and the Mojimoto Gold Project (Mara Region, Lake Victoria Gold Belt). The legacy consumer-lending subsidiaries entered a solvent members voluntary liquidation and were deconsolidated in September 2025.

The condensed consolidated interim financial statements for the four and ten months ended 31 July 2026 were approved by the Board on 30 October 2026.

2. Basis of preparation and changes to the Group's accounting policies

2.1 Basis of preparation

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the United Kingdom, and with the Disclosure Guidance and Transparency Rules. Because the change of accounting reference date extends the current financial period to fifteen months, they form the second interim report for that period. The current interim period is 1 April to 31 July 2026 (four months) and the year to date is 1 October 2025 to 31 July 2026 (ten months). Comparatives are for the corresponding periods ended 31 July 2025 and, for the statement of financial position, at 30 September 2025.

These statements do not include all the information and disclosures required in annual financial statements. They should be read with the Group's annual financial statements for the eighteen months ended 30 September 2025 and its condensed consolidated interim financial statements for the six months ended 31 March 2026. They are not statutory accounts within the meaning of section 434 of the Companies Act 2006. The statutory accounts for the period ended 30 September 2025 have been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified, included an emphasis of matter drawing attention to their preparation on a basis other than going concern, and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

These condensed consolidated interim financial statements have not been audited or reviewed by the Company's auditor. The Group's operations are not materially affected by seasonality.

The statements are presented in United States dollars (US$) and rounded to the nearest thousand (US$000) except where otherwise indicated. The statement of changes in equity shows the position at 31 March 2026 for reference; the corrections to the amounts previously reported in the H1 FY26 report are set out in Note 2.4.

2.2 Going concern

The directors have assessed the Group's ability to continue as a going concern for at least twelve months from the date these financial statements are approved. Since 1 October 2025 the Company has raised £4.76m from equity: £1.5m through mandatory convertible loan notes, since converted into 500,000,000 shares; £188,100 through the WRAP retail offer; and £3.07m through the subscription at 2.2p per share in June 2026, of which £753k was outstanding at 31 July 2026 and has since been received. Cash received from share issues in the ten months was US$5,353k. Cash at 31 July 2026 was US$1,138k and the Group has no borrowings.

The directors have reviewed cash flow forecasts for at least twelve months from the date of approval. These include gold sales from the Kabete and Mojimoto plants as the larger plants are commissioned, the remaining funding under the Joint Development Agreement with AK Corporation FZCO, planned capital expenditure and corporate costs, and reasonably possible downside scenarios for gold price, throughput and recovery rates. The Group intends to raise funding for individual projects, including the proposed acquisition of the Kamiesberg project (Note 21), at the level of its project subsidiaries. If production increases more slowly than forecast, the directors may need to raise further funds, as the Company has done successfully during the period, or to defer discretionary expenditure.

On this basis the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and these condensed consolidated interim financial statements are prepared on the going concern basis.

2.3 Functional and presentation currency and re-presentation of comparatives

The Company's functional currency is pounds sterling. The functional currency of the subsidiaries in the United Arab Emirates and Singapore is the United States dollar, and of the Tanzanian subsidiaries the Tanzanian shilling.

With effect from 1 October 2025 the Group changed its presentation currency from pounds sterling to United States dollars. The results and financial position of the Company and the Tanzanian subsidiaries, whose functional currencies are pounds sterling and Tanzanian shillings, are translated into United States dollars as follows: assets and liabilities at the closing rate, income and expenses at average rates for the period, and equity at historical rates. The resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences on intragroup monetary balances remain in profit or loss.

The condensed interim financial statements for the six months ended 31 March 2026 described this as a change in the Company's functional currency. It was a change in presentation currency only: the Company's functional currency has remained pounds sterling throughout. The functional currency of the subsidiaries in the United Arab Emirates and Singapore has remained the United States dollar, and that of the Tanzanian subsidiaries the Tanzanian shilling. The 31 March 2026 amounts in these statements are presented on that basis.

A change in presentation currency is applied retrospectively. Comparatives previously presented in pounds sterling have been translated into United States dollars. Because translating equity components at historical rates from incorporation is impracticable, equity at 30 September 2025 has been translated at the rate on that date of US$1.3462 per £1, and the translation reserve starts at nil from 1 October 2025.

2.4 Restatement of previously reported interim financial information (H1 FY26)

The 31 March 2026 amounts used in these statements have been restated. They are rebuilt from the entity trial balances, translated into US$ and rounded to US$000; the H1 FY26 report presented them in US$m to one decimal place. The differences arise from rounding and the translation basis above. In addition, share issue proceeds above nominal value, previously included in share capital, are now presented in share premium (Note 16); total equity is unchanged. The restated loss also excludes a credit of US$13k that the accounting records showed as income in the six months for the cancellation of deferred shares. The shares were cancelled on 11 July 2025, before the start of the period, and the cancellation is reflected in the opening balances (Note 16). The reclassification to share premium and the exclusion of the US$13k credit are corrections of prior-period errors under IAS 8; the remaining differences arise from rounding and the translation basis.

2.5 Discontinued operation

The legacy consumer-lending business (Amigo Loans Ltd, Amigo Management Services Ltd, Amigo Loans Group Ltd, the Scheme company and the Luxembourg company) completed its Scheme of Arrangement and was placed into solvent liquidation and deconsolidated in September 2025. It is presented as a discontinued operation, and the 2025 comparatives are re-presented accordingly. The comparatives are taken from the legacy group's management accounts. Intragroup items between the Company and the legacy subsidiaries are eliminated.

* Mainly net releases and utilisation of complaints, scheme and onerous-contract provisions, less the costs of running off the business. There was no tax charge. The 30 September 2024 and 31 July 2025 balance sheets of the legacy group showed net assets of £0.1m and £0.01m respectively, as all other assets were held for distribution to Scheme creditors.

2.6 New standards, interpretations and amendments

The accounting policies are the same as those in the annual financial statements for the period ended 30 September 2025, as supplemented in the H1 FY26 interim statements, except for the policies set out in Note 2.7. Amendments to IAS 21 (Lack of Exchangeability) applied for the first time from 1 October 2025 and had no impact. The following have been issued but are not yet applied by the Group. The amendments to IFRS 9 and IFRS 7 (Classification and Measurement of Financial Instruments) and Annual Improvements Volume 11 are effective for annual periods beginning on or after 1 January 2026; because the Group's current fifteen-month financial period began on 1 October 2025, they will first apply to the Group for the financial year beginning 1 January 2027. IFRS 18 Presentation and Disclosure in Financial Statements is effective for annual periods beginning on or after 1 January 2027, subject to UK endorsement, and will also first apply from that date. The Group is assessing their impact.

2.7 Accounting policies adopted following commencement of production

Revenue from contracts with customers. The Group sells gold doré to the Bank of Tanzania and licensed domestic buyers in Tanzania for Tanzanian shillings. Revenue is recognised at a point in time, when control passes to the customer on delivery, and is measured at the consideration receivable net of any refining and assay deductions.

Inventories. Gold on hand and gold in circuit are measured at the lower of weighted-average cost and net realisable value. Cost comprises the direct costs of mining and processing attributable to the gold produced. Net realisable value is the estimated selling price less royalties, government levies and the costs of selling. At 31 July 2026 inventory comprised gold on hand only. Historical stockpiled tailings are not recognised as inventory; the costs of processing the tailings is included in the cost of the gold recovered.

Property, plant and equipment. Plant is stated at cost less accumulated depreciation and impairment. Plant and shafts under construction, plant not yet available for use and advances paid to suppliers for plant are presented as capital work in progress and are not depreciated. They are transferred to the relevant class of property, plant and equipment, and depreciation starts, when they are available for use.

Exploration and evaluation expenditure. Costs incurred before the Group obtains the legal right to explore are expensed. Once that right is obtained, directly attributable expenditure is capitalised by area of interest. To date all exploration and evaluation expenditure has been expensed (Note 9).

Royalties and government levies. Mineral royalties and inspection fees payable to the Government of Tanzania are calculated on the gross value of gold sold and included in cost of sales.

Share-based payments. Shares awarded to employees are measured at their fair value at the grant date. Where there are no vesting conditions, the cost is recognised in profit or loss at the grant date, with a corresponding credit to other reserves.

Revenue-linked Long-Term Incentive Scheme (LTIS). The Executive Chair is entitled to 2.5% of gross revenue derived from mining assets initiated, developed, acquired or financed during his tenure, for 20 years from 1 April 2026. The amount payable on revenue earned in the period is recognised in staff costs as the revenue is earned, with a corresponding accrual. No liability is recognised for revenue not yet earned: no JORC-compliant Mineral Resource has yet been defined, so future mining revenue, and hence the amounts that will become payable on it, cannot be measured reliably. That part of the arrangement is disclosed as a contingent liability (Note 19).

Rehabilitation provisions. A provision is recognised for the estimated cost of rehabilitating land disturbed at each mine and processing site when the disturbance occurs. The cost is capitalised as part of the related asset within capital work in progress and is depreciated with that asset once it is available for use. Changes in the estimate are added to or deducted from the asset. The provision is measured in the functional currency of the subsidiary concerned and is discounted where the effect is material.

3. Significant accounting judgements, estimates and assumptions

In addition to the judgements and estimates in the annual financial statements, the following apply:

Cost of gold on hand (estimate). Gold recovered from reprocessing historical tailings between 24 and 31 July 2026 and unsold at the period end is measured at the direct costs incurred in producing it, estimated at US$19k. Net realisable value is higher than cost (Note 13).

Pilot plants and commencement of production (judgement). The plants installed at Kabete and Mojimoto are pilot plants designed to test the process, and larger plants are now being installed. Management considers that commercial production has not yet commenced. Proceeds from selling gold produced while testing, and the related costs, are recognised in profit or loss, and the pilot plants are not yet depreciated.

LTIS (judgement). Amounts payable on revenue earned to date are accrued (US$2k at 31 July 2026). Management concluded that, without a JORC-compliant resource, the obligation relating to future revenue cannot be measured reliably, so it is disclosed as a contingent liability rather than recognised as a provision.

Rehabilitation provision (estimate). The pilot plants at Kabete and Mojimoto used gravity separation only. Management has estimated the cost of rehabilitation at TZS 645.4 million for each site (TZS 1,291 million in total) (Note 15). The provision is expected to increase as the larger commercial plants are installed, and the estimate will be revisited at that time.

Functional currency (judgement). The Company's functional currency is pounds sterling: its costs, shareholder funding and listing are sterling-based. The Tanzanian subsidiaries sell gold domestically for Tanzanian shillings, so their functional currency is the shilling. Both positions will be reassessed as the Group's United States dollar-denominated activities grow.

Control of subsidiaries owned 50.49% to 51% (judgement). The Group controls Kivuli Holdings Ltd, Kabete Minerals Company Ltd and Afri Core Resources Ltd through its 50.49% to 51% equity interests, which carry the majority of voting rights.

Exchange rates (estimate). Tanzanian shilling balances are translated at the Bank of Tanzania mean rate at 31 July 2026 of TZS 2,649.75 per US$1, and income and expenses at the average of its daily mean rates for 1 April to 31 July 2026 of TZS 2,614.37 per US$1, the period in which the Tanzanian subsidiaries' local operations took place.

4. Segment information

The Group's chief operating decision maker reviews the business in two segments: Gold - Tanzania (Kabete, Mojimoto and Amigo Prime TZ) and Corporate (holding and financing activities in the United Kingdom, the United Arab Emirates and Singapore). Consolidation adjustments affecting profit or loss are included in Corporate; segment assets and liabilities include the adjustments relating to each segment.

The Group had no gold operations before 2026, so all continuing activity in the four and ten months to 31 July 2025 was Corporate (loss before tax US$56k and US$189k respectively).

5. Revenue

Revenue is from sales of gold doré to the Bank of Tanzania and licensed domestic buyers, recognised at a point in time.

6. Expenses

Staff costs include a share-based payment charge of £200,000 (US$269k) for the shares awarded to a nominee of the Chief Executive Officer (Note 16) and US$2k accrued under the LTIS (Note 19). Professional and consultancy fees include £200,000 (US$263k) settled by the Fee Shares issued to the Executive Chair in November 2025. The 2025 administrative expenses are the Company's own costs; the legacy subsidiaries' costs are within the discontinued operation (Note 2.5).

7. Income tax

No tax charge arises: the Group is loss-making in all jurisdictions. No deferred tax asset is recognised for United Kingdom or Tanzanian tax losses because it is not yet probable that future taxable profits will be available.

8. Loss per share

Basic loss per share is the loss attributable to owners of the parent divided by the weighted average number of ordinary shares. Shares issuable on the mandatory conversion of the convertible loan notes are included from the date the contract was entered into. Because the Group made a loss, any further shares that could be issued would reduce the loss per share, so they are ignored and diluted loss per share is the same as basic loss per share.

The ten-month weighted average uses the H1 weighted average as published (776.3m shares). The H1 FY26 report calculated loss per share on the total loss including non-controlling interests. The figures here use the loss attributable to owners of the parent.

9. Exploration and evaluation expenditure

No exploration and evaluation expenditure has been capitalised. Expenditure of US$261k in the four months (ten months: US$1,040k) has been expensed. It mainly comprises exploration and mobilisation services provided under the Joint Development Agreement with AK Corporation FZCO, together with drilling and field costs.

10. Capital work in progress

All plant additions were made in the four months to 31 July 2026 (30 September 2025: nil). The rehabilitation asset is the cost of the rehabilitation provision recognised on 1 April 2026 (Note 15) and is a non-cash addition. The assets are not yet available for use in the manner intended by management - the pilot plants are used to test the process and the larger plants are being installed - so no depreciation has been charged. They will be transferred to property, plant and equipment when commissioned.

11. Cash and cash equivalents

Cash is held with banks in the United Kingdom, the United Arab Emirates, Singapore and Tanzania, in pounds sterling, United States dollars and Tanzanian shillings.

12. Trade and other receivables

Other receivables include £753k (US$1,014k at the closing rate; US$1,005k at the date of issue) of the June 2026 share subscription that was outstanding at 31 July 2026 and has since been received; an advance of £191,805 (US$258k) to the Executive Chair (Note 20); and US$97k due from the minority shareholders of Kivuli, Kabete and Afri Core for their share of those companies' share capital, which has not yet been paid. Advances are amounts advanced by Kabete and Afri Core to Triton Mining Limited (US$141k) and others for deposits advanced for capital equipment.

The Group applies the IFRS 9 expected credit loss model to other receivables. The subscription receivable has been received since the period end. The advance to the Executive Chair and the amounts due from the minority shareholders have the means to settle them and are to be settled during the current financial year, being on or before 31 December 2026. Supplier advances relate to capital equipment delivered after the period end. On this basis expected credit losses are not material and no loss allowance has been recognised.

13. Inventories

Gold on hand was recovered from reprocessing historical tailings at Kabete and Mojimoto in late July 2026 and was unsold at 31 July 2026. It is measured at cost, which is lower than net realisable value.

14. Trade and other payables

Amounts owed to legacy group companies are balances with Amigo Management Services Ltd and Amigo Loans Ltd (both in liquidation) and other creditors of the legacy business. Those companies were deconsolidated when they entered solvent liquidation in September 2025 and are no longer members of the Group, so the balances are not eliminated on consolidation and are treated as third-party balances. Accruals include US$2k payable under the LTIS on revenue earned to 31 July 2026 (Note 19).

15. Provisions

Mine rehabilitation. The Group's Tanzanian gold operations (Kabete and Mojimoto) have installed pilot plants with gravity separation only. The Group estimates that the rehabilitation cost at each operation is TZS 645.4 million (total TZS 1,291 million), which was recognised on 1 April 2026. Translated at the closing rate, the provision for rehabilitation at 31 July 2026 is US$487k. The provision is expected to be used at the end of each site's operating life. The Group notes that as part of the installation of the larger commercial plants, the provision for rehabilitation is expected to increase.

No other provisions are recognised at 31 July 2026 (30 September 2025: nil).

16. Share capital and reserves

Shares are recorded in share capital at their nominal value of 0.25p, with the excess of the issue price over nominal value in share premium. The H1 FY26 report included the full proceeds of shares issued between 1 October 2025 and 31 March 2026 in share capital; the excess of US$368k is now presented in share premium. On conversion of the second tranche of convertible loan notes, the convertible loan note reserve of US$502k was transferred to share capital (US$418k) and share premium (US$84k). The 41,000 deferred shares of 24p each were cancelled on 11 July 2025, before the start of the period, and are not included in share capital at 30 September 2025.

Other reserves at 31 July 2026 comprise the share-based payment reserve. On 17 July 2026 the Company awarded 10,000,000 ordinary shares to a nominee of Nathan Boom on his appointment as Chief Executive Officer, with no vesting conditions. The fair value of the award, US$269k, is recognised in staff costs. The shares were issued to a nominee on 14 September 2026 (Note 21).

No dividends were paid or proposed.

17. Group information and non-controlling interests

Kivuli Holdings Ltd is 51% owned by Amigo Capital FZE, which is wholly owned by the Company; the other 49% is ultimately held by Anil Kumar Reddy Yerrapareddy. Kabete Minerals Company Ltd is 51% owned by Azima Holdings Ltd, which is wholly owned by Amigo Capital FZE; 28% is ultimately owned by Joas Muganyizi Kabete and 21% by Anil Kumar Reddy Yerrapareddy. Afri Core Resources Ltd is 99% held by Kivuli Holdings Ltd and 1% ultimately held by Anil Kumar Reddy Yerrapareddy, giving the Group an effective interest of 50.49%.

Loss attributable to non-controlling interests: four months US$188k (Afri Core US$50k, Kabete US$138k); ten months US$574k. Total comprehensive loss attributable to non-controlling interests, including their share of exchange differences on translation (US$5k): four months US$193k; ten months US$579k. The non-controlling interests' deficit at 31 July 2026 is US$482k (31 March 2026: US$289k; 30 September 2025: nil). Losses of the subsidiaries are attributed to the non-controlling interests in proportion to their ownership interests, as required by IFRS 10, even where this results in a deficit balance.

18. Financial instruments - fair values

The carrying amounts are a reasonable approximation of fair value. No financial instruments are measured at fair value.

19. Commitments and contingencies

Contingent liability: Long-Term Incentive Scheme

On 18 March 2026 the Board approved a Long-Term Incentive Scheme under which the Executive Chair, Craig Ransley, is entitled to 2.5% of gross revenue derived from all mining assets initiated, developed, acquired or financed during his tenure. The entitlement runs for 20 years from 1 April 2026, is guaranteed by the Company, and on 23 March 2026 was assigned to Stellar Royale Pte Ltd, a company wholly owned by Mr Ransley. No JORC-compliant Mineral Resource has been defined at either project, so future mining revenue, and the amounts that will become payable on it, cannot be measured reliably. No liability is recognised for revenue not yet earned, and that part of the arrangement is a contingent liability. Amounts payable on revenue earned to date are accrued as the revenue is earned: US$1,752 on gold sold to 31 July 2026, included in staff costs (Note 6) and accruals (Note 14).

Commitments

20. Related party transactions

21. Events after the reporting period

The following events occurred after 31 July 2026. They are non-adjusting events.

Contacts

About Amigo Resources PLC

Amigo is a public limited company registered in England and Wales with registered number 10024479. Amigo is focussed on gold and rare earth mining opportunities in Africa. The Amigo Shares are listed on the Official List of the Financial Conduct Authority and traded on the Main Market of the London Stock Exchange.

Important Notice & Caution Regarding Forward-Looking Statements

This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

This announcement contains forward-looking statements concerning Amigo Resources PLC. Forward-looking statements are not statements of historical fact, and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties, and other factors. Forward-looking statements in this document are based on Amigo's beliefs, opinions, and estimates as of the dates the forward-looking statements are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions, or estimates should change or to reflect other future developments.