Half Year Results and Operational Update

RIFT HELIUM PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. General information

Rift Helium plc (the "Company") was incorporated in England and Wales under the Companies Act 2006 on 26 January 2021 under the name Kidunda Ltd, with registered number 13158110. The Company changed its name to Rift Helium Ltd on 23 May 2025 and on 26 March 2026 re-registered as a public limited company under the name Rift Helium plc.

These condensed consolidated interim financial statements consolidate the Company and its subsidiary Kidunda (TZ) Limited, a company incorporated in the United Republic of Tanzania (together the "Group").

The address of the Company's registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Group is the exploration for and appraisal of primary helium resources. The Group's interests comprise three prospecting licences covering 283 km² of acreage in the Rukwa Basin in south-western Tanzania, known as the Upepo Project, which are held by Kidunda (TZ) Limited.

2. Accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1  Basis of preparation

The unaudited consolidated interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted for use in the United Kingdom.

The interim financial statements do not include all the disclosures that would otherwise be required in a complete set of annual financial statements. The accounting policies applied are consistent with those set out in note 2 to the Historical Financial Information of the Group for the three years ended 31 December 2025, contained in Part III of the Company's admission document dated 16 April 2026, which is available on the Company's website at www.rifthelium.com. These interim financial statements should be read in conjunction with that Historical Financial Information. The policies set out below have been applied for the first time in the current period, no equivalent transactions having arisen in any period covered by the Historical Financial Information.

The interim financial statements are for the six-month period from 1 January 2026 to 30 June 2026 and are unaudited. Comparative information is presented for the six-month period ended 30 June 2025 and, in the statement of financial position, as at 31 December 2025.

The interim financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense, and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the Company is Pounds Sterling and the functional currency of Kidunda (TZ) Limited is the Tanzanian Shilling. The presentational currency of the Group is Pounds Sterling, as this is the functional currency of the parent entity and the currency in which equity fundraising has been undertaken. Amounts have been rounded to the nearest £1,000, consistent with the Company's statutory financial statements for the year ended 31 December 2025.

2.2  Going concern

The Directors have assessed the Group's ability to continue as a going concern and are satisfied that it has adequate resources to continue in operational existence for the foreseeable future. On 22 April 2026, the Company completed its admission to AIM alongside a placing and subscription raising gross proceeds of approximately £8.1 million. At 30 June 2026 the Group held cash of £6.7 million and net current assets of £6.9 million, with no borrowings. The Directors have reviewed cash flow projections covering at least 12 months from the date of approval of these interim financial statements, and are confident in the Group's ability to undertake its planned work programme and meet its liabilities as they fall due and hence continue to adopt the going concern basis of accounting in preparing these interim financial statements.

3. Critical accounting estimates and judgements

In applying the Group's accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other relevant factors, and are reviewed on an ongoing basis. Actual results may differ.

The critical accounting judgements and key sources of estimation uncertainty are those set out in note 2.16 to the Historical Financial Information referred to in note 2, being the recoverability of the Group's exploration and evaluation assets. Share-based payments are an additional source of estimation uncertainty in the current period, no such arrangements having existed in any period covered by the Historical Financial Information. Both are set out below; the recoverability assessment is repeated rather than cross-referred because the Group's prospecting licences expire on 24 October 2026, within the assessment period.

Share-based payments - note 9

Share-based payments granted to Directors and to others providing services similar to those of an employee are measured by reference to the grant-date fair value of the equity instruments, determined using the Black-Scholes model; for other parties IFRS 2 requires measurement at the fair value of the services received, but the broker and adviser warrants were granted in addition to the cash fees payable under the relevant engagement letters and are not attributable to any separately identifiable service, so they too have been measured at grant-date fair value, in accordance with IFRS 2.13A. As the Company's ordinary shares had been admitted to trading for less than three months at the reporting date, expected volatility has been estimated, as IFRS 2 permits, from a basket of comparable listed helium explorers and Tanzanian and African upstream gas companies over windows ending 21 April 2026, giving a range of 91.2% to 100.0%; expected life has been taken as the contractual term of each instrument, between two and ten years, with no early-exercise assumption, which increases the fair values recognised. Judgement is also required in determining whether an instrument is consideration for services, charged to profit or loss, or a cost directly attributable to the issue of new equity and deducted from equity under IAS 32.37 and IAS 32.38: the LTIP options and founder warrants are consideration for services and charged in full to profit or loss, the broker warrants are a direct cost of placing new ordinary shares and deducted from share premium, and the adviser warrants relate to the admission of the Company's share capital to trading rather than to the issue of new shares and are charged to profit or loss. Warrants issued to subscribers in their capacity as investors fall outside the scope of IFRS 2 and no amount has been recognised in respect of them.

Recoverable amount of exploration and evaluation assets - note 7

Exploration and evaluation assets of £151,000 are assessed for impairment under IFRS 6. That assessment requires judgement as to the indicators in IFRS 6, including whether the Group's licences remain in good standing and are expected to be renewed, whether substantive further expenditure is budgeted or planned, and whether exploration results suggest the carrying amount is unlikely to be recovered. At 30 June 2026, the Directors concluded that no indicators of impairment existed: the three prospecting licences remain in good standing and a renewal application is expected to be submitted by 24 September 2026, an independent Competent Person's Report supports gross unrisked prospective resources of approximately 19 Bcf (P50), the environmental and social impact assessment is in its final stages, and a programme of seismic acquisition and exploration drilling is planned. No impairment has been recognised.

Judgement is also required in determining which exploration expenditure meets the criteria for capitalisation under IFRS 6; expenditure that does not meet those criteria is recognised in profit or loss as incurred. Environmental fees of £14,816 incurred in the period in connection with the environmental and social impact assessment have been assessed as meeting those criteria and have been capitalised.

4. Segment reporting

The Group has a single operating segment, being the exploration for and appraisal of primary helium resources. The Board reviews the results and financial position of the Group as a whole; activity in the United Kingdom comprises corporate overhead in support of that single business rather than a separate operating segment. All the Group's non-current assets are located in the United Republic of Tanzania (30 June 2025 and 31 December 2025: all). The Group had no revenue in either period.

5. Administrative expenses

AIM admission costs include £171,894 in respect of the adviser warrants granted on admission, being the fair value of instruments granted in connection with the admission of the Company's share capital to trading rather than with the issue of new ordinary shares, see note 9.

6. Loss per share

The calculation for basic and diluted loss per ordinary share is based on the loss for the period attributable to ordinary equity holders for the period and is as follows:

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the periods presented.

7. Exploration & evaluation assets

Exploration and evaluation assets comprise licence and exploration costs capitalised in respect of the Upepo Project. They are held by Kidunda (TZ) Limited and denominated in Tanzanian Shillings and are translated at the closing rate at each reporting date; the Tanzanian Shilling weakened from 3,320.79 to 3,479.00 over the current period, which gives rise to the translation difference. Additions in the current period of £14,816 comprise environmental fees incurred in connection with the environmental and social impact assessment. Additions in the second half of 2025 of £20,470 comprise a payment of TSh69,106,079 to the Mining Commission in respect of the Prospecting Licences. No impairment has been recognised, see note 3.

8. Share capital and share premium

The ordinary shares have a nominal value of £0.001 each and carry one vote each and equal rights to dividends and to a return of capital. There is a single class of ordinary share.

¹ On 4 February 2026 the Company allotted 13,300,000 ordinary shares at a subscription price of £0.05 per share, in satisfaction of the £665,000 of subscriptions received before 31 December 2025 and recorded as share capital to be issued at that date.

² On 22 April 2026, on admission to AIM, the Company issued 80,855,000 ordinary shares at £0.10 per share, comprising a placing of 68,193,731 shares and a subscription of 12,661,269 shares, raising £8,085,500 before expenses.

³ 295,000 ordinary shares were issued on admission at £0.10 per share to two directors and two external consultants in respect of services rendered, a total of £29,500.

⁴ 692,041 ordinary shares were issued on admission at £0.0425 per share on capitalisation of the loan facility from Cambrian Limited, a total of £29,412.

⁵ The capital reduction reserve of £626,700 arose on the reduction of share premium as approved by shareholders at a general meeting on 27 February 2026.

⁶ Share issue costs of £588,995 being costs directly attributable to the issue of new ordinary shares, have been deducted from share premium. Of that amount, £479,096 was settled in cash and £109,899 represents the fair value of the broker warrants granted on admission and of the warrants granted alongside the pre-IPO subscription, see note 9. Costs attributable to the admission of the Company's share capital to trading, rather than to the issue of new ordinary shares, are recognised in profit or loss within administrative expenses.

9. Share based payments reserve

On 20 and 21 April 2026, immediately before admission, the Company granted share options and warrants over its ordinary shares, all of which vested immediately on admission and were exercisable at 30 June 2026.

* During the period 6,650,000 warrants were issued alongside the pre-IPO share placement on a basis of 1 warrant to be issued for every 2 ordinary shares subscribed for. As the warrants were issued as 'free and attaching' they are considered part of the underlying share and fall outside the scope of IFRS 2 and have not been valued.

The total fair value of £1,336,327 has been credited to the share-based payment reserve. £1,226,428 has been charged to profit or loss, comprising £1,054,534 presented as share-based payments on the face of the statement of comprehensive income, being the founder warrants and both tranches of LTIP options, and £171,894 recognised within administrative expenses in respect of the adviser warrants. The remaining £109,899 has been treated as share issue costs, being a cost directly attributable to the issue of new ordinary shares and deducted from share premium; it forms part of the £588,995 of share issue costs set out in note 8.

Warrants

Options

10. Events after the reporting period

Community partnership agreement

In July 2026, Kidunda (TZ) Limited entered into a partnership agreement with the Feminist Oriented Movement Initiative to establish a Teen Mothers Empowerment Centre in Ivuna Village, close to the Group's prospecting licences. The agreement forms part of the Group's community engagement programme and provides for the centre to be funded over a 12-month cycle at an approved budget of US$35,000 (approximately £26,000), which will be recognised in profit or loss as incurred. No amount had been incurred at 30 June 2026.

Renewal of the Prospecting Licences

The prospecting licences held by Kidunda (TZ) Limited expire on 24 October 2026 and a renewal application is expected to be submitted by 24 September 2026, which the Directors have no reason to believe will not be granted. The basis for concluding that no impairment of the exploration and evaluation assets arises is set out in note 3, and the going concern assessment in note 2.2.

Other matters

All resolutions proposed at the Annual General Meeting on 8 July 2026 were duly passed, and the Group's operational progress since the reporting date, including completion of the National Environment Management Council's site-verification visit and Technical Advisory Committee review, is described in the Chairman's Statement; neither affects the amounts recognised here.

The Directors do not consider that any other event has occurred between 30 June 2026 and the date of approval of these financial statements requiring adjustment or disclosure.