Unaudited 2026 Interim Financial Statements

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.

The Company's registered office is located at 36 Hilgrove Street, St Helier, JE2 4SL, Jersey.

The Company wholly owns Golden Rock Services Limited ("GRS") incorporated in England & Wales as a private company limited by shares on 20 November 2020 under the UK Companies Act 2006, as amended, and registered number 13036001 ("Group").

The Company's ordinary shares are admitted to the Equity Shares (Shell) category of the Official List and trade on the Main Market of the London Stock Exchange.

2.    BASIS OF PREPARATION

The unaudited condensed consolidated interim financial information for the six months ended 30 June 2026 has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and are presented in GB Pounds. It does not contain all of the disclosures required for a full set of annual financial statements and should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2025. The Company's auditor has neither reviewed nor audited these interim financial statements.

3.    PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2026 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2025 and are those the Group expects to apply into financial statements for the year ending 31 December 2026. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.

The seasonality or cyclicality of the Group does not impact the interim financial information.

4. SEGMENT INFORMATION

The operating segment has been determined and reviewed by the senior management and Board members to be used to make strategic decisions. The senior management and Board members consider there to be a single business segment, being that of investing activity. The reportable operating segment derives its revenue primarily from structured equity and debt investment in several companies and unquoted investments.

5. TAXATION

The Company is incorporated in Jersey, and its activities are subject to taxation at a rate of 0%. GRS is domicile in the United Kingdom but has no income and bears no expense (which are borne by the Company).

6. DIVIDEND

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2026 (30 June 2025: Nil).

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

7. LOSS PER SHARE

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

8. SHARE CAPITAL

The issued shares have a nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital.

On 21 January 2026 the Company issued 3,000,000 shares on exercise of warrant at a price of £0.00021978 raising £659 ("New Shares"). The New Shares were issued as fully paid at the discount nominal value.

9. CONVERTIBLE LOAN NOTES

Convertible loan note instrument

In October 2025 the Company and various lenders (the "Lenders") entered into a Convertible Loan Note facility (the "CLN") for up to £1,000,000 with an 8% 360-day non-compounding coupon, maturing on the third anniversary, principal and interest conversion priced at £0.03 (fixed), conversion at the Company's option for the first nine months thereafter conversion at noteholders' option through to maturity, coupon to be converted at maturity. £455,000 was advanced by Lenders between October and November 2025.

9. CONVERTIBLE LOAN NOTES (CONTINUED)

Convertible loan note instrument (continued)

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel its June 2025 CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest.

On 17 March 2026 the Company announced that the CLN has been increased to £1,500,000 on unchanged terms; further subscriptions of £1,035,000 had been received bring the total subscribed to £1,490,000.

The Company has valued CLN, following IFRS guidance and classifying the October CLN as a Simple Advance For Equity ('SAFE') Instrument, as Prepaid Equity with an Equity Option.

The Company used a Black Scholes valuation model to determine the Equity Option value, assuming Level 2 observations for volatility of 60% and a risk-free rate of 3.858%, calculating the new subscribers' option value at 30 June 2026 as £368,133 from which the Company's calculated option value of £87,347 was deducted, a net conversion option value of £280,786, leaving £754,213 (of the £1,035,000 received) as equity (SAFE).

10. WARRANTS

On 21 January 2026 a warrant was exercised, and 3,000,000 ordinary shares were allotted fully paid up at an exercise price of £0.00021978 per share for consideration of £659.

On 16 March 2026 the Company further granted, on 1 for 2 basis, warrants to subscribers of new convertible loan notes ("CLN") giving rise to 17,250,000 warrants exercisable at a price of £0.03 per share for a period of three years from the date of issue. The October 2025 and March 2026 CLN warrants were valued using the Black Scholes method with a share price of £0.0345, volatility assumption of 60%, 3.858% risk free rate and expiry assumption of 31 December 2026, giving rise to a charge to the share based payment reserve of £171,901.

At 30 June 2026 the Company has 49,523,333 warrants outstanding.

11. RESTRICTIONS ON EXERCISE OF WARRANTS AND CONVERSION OF LOAN NOTES ("CLNs")

The Warrants are not capable of being exercised and the CLNs are not capable of being converted in each case (i) unless the Directors have been granted necessary share authorities to allow the resulting issuance of new ordinary shares; (ii) if the resulting issuance of new ordinary shares to the subscriber to the new ordinary shares, when taken together with their respective existing shareholdings in the Company at the date of such exercise or conversion, would require either of them to make a mandatory cash offer for all the ordinary shares in the Company not already owned by them pursuant to rule 9 of the Takeover Code; or (iii) if a prospectus would be required to be published by the Company in order for the resulting new ordinary shares to be admitted to the Equity Shares (shell companies) Category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

12. RELATED PARTY TRANSACTIONS

During the six months to 30 June 2026, the Group entered into the following transactions with related parties and connected parties:

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel the CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest. On 30 June 2026 the Company paid an amount of £145,000 to NE10 Vodka Limited on account of, and in settlement of, the principal and accrued interest. At 30 June 2026, NE10 Vodka Limited owed the Company £4,606 in respect of the overpayment. Paul Carroll is a director of NE10 Vodka Limited.

On 28 May 2026 the Company advanced to Paul Carroll an amount of £80,000 as a loan to a Director. The loan was made on commercial terms to Mr. Carroll with an interest coupon of 8% per annum and the principal plus accrued interest repayable in cash on 18 October 2026.  As the principal amount of the Loan exceeded 5% of, inter alia, the Company's latest published gross assets at that time, the transaction constituted a material related party transaction pursuant to DTR 7.3 and should have been announced at the time the loan was agreed. This disclosure oversight was uncovered as part of the review process on production of these unaudited interim financial statements and the relevant disclosure note therein.

13. EVENTS AFTER THE REPORTING PERIOD

On 23 July 2026 the Company issued an RNS update to the market, advising on the corporate restructuring of the proposed RTO, and business details of the target operating entity.

14. RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

The interim financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting';

The interim financial report includes a fair review of the information required by the 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

The interim financial report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).