28 August 2026 

 

Serval Resources PLC

(“Serval” or the “Company")

 

Interim Results for the Six Months Ended 31 May 2026

 

Serval Resources Plc (AIM:SRVL), a company focused on building an independent copper and future metals developer, is  pleased to present its interim results for Serval Resources plc (AIM: SRVL) for the six-month period ended 31 May 2026 (“H1 2026” or the “Period”).

 

Director’s Statement

 

A number of key milestones were achieved during H1 2026 which have cemented the Company’s position as an independent copper and associated future metals explorer and developer.

 

On 27 April 2026, the Company completed the acquisition of Kalahari Copper Limited (“KCL”) and simultaneously its admission of its Enlarged Issued Share Capital to trading on the AIM market of the London Stock Exchange and, consequently an official change of name from Oscillate PLC to Serval Resources Plc, together (the “Transaction”). The Transaction incorporated an associated equity fundraise and retail offer raising c.£3 million, a considerable achievement given the volatile geopolitical backdrop, engendered by the recent outbreak of war in Iran, and a testament to the quality of our assets and management team.

 

The acquisition of KCL has established the Company as a large landholder in two emerging copper belts: the Kaoko Basin in Namibia and the Kalahari Copper Belt in Botswana, both of which are under-explored in comparison to their prospectivity. Both regions hold similarities to the prolific Central African Copper Belt that runs through Zambia and the Democratic Republic of Congo, and have the potential for new sedimentary copper discoveries of significance, with the opportunity for strategic metal by-products such as silver.

 

The Company’s portfolio is also enhanced by exposure to the Duékoué project, which is the subject of a Joint Venture Partnership and earn-in agreement with La Minière de L’Eléphant SARL (“Laminele”). This project is strategically located on the Archean-Proterozoic boundary in Côte d’Ivoire, where discoveries are exhibiting significant iron oxide copper gold (“IOCG”) and porphyry system characteristics, similar to leading deposits in Brazil and Australia.

 

Sustainability and responsible business practices remain integral to Serval’s approach. We continue to engage constructively with local communities, regulators and other stakeholders, recognising that responsible stewardship is fundamental to the successful development of our projects and to maintaining our social licence to operate. The Company has further implemented appropriate health, safety and environmental systems and procedures in order to ensure safe operations and to minimise its impact both on the environment and local communities.

 

Looking ahead to the second half of the financial year, the Company is focused on delivering the next phase of its work programmes, utilising a combination of geological mapping, geophysics and soil sampling in order to build an understanding of the known mineralisation within our licences. This multi-dataset approach will significantly de-risk future drilling by improving the definition of mineralised corridors and will allow for our first drilling programme in Namibia before the end of the year. The Board believe these activities have the potential to generate important value drivers over the coming months and further demonstrate the quality of our asset base.

 

Copper market fundamentals remain compelling, underpinned by long-term demand growth driven by electrification, renewable energy infrastructure and the continued expansion of global power networks. The supply-side constraints evident throughout 2025 have continued into 2026, reinforcing the positive structural outlook for copper, as constrained supply is expected to coincide with a significant increase in demand. Against this backdrop, the Board believes high-quality copper projects will continue to play an important role in meeting future global demand.

 

On behalf of the Board, I would like to thank our employees, partners and shareholders for their continued commitment and support. We remain confident in the Company's strategy and are committed to building long-term value for all our stakeholders as we continue to advance our highly prospective portfolio. With that in mind, we look forward to updating the market on our progress across the portfolio in September 2026.

 

These interim results have not been audited.

 

Robin Birchall

Chief Executive Officer, Serval Resources PLC

 

The Directors of the Company accept responsibility for the content of this announcement.

 

Enquiries: 

 

Serval Resources Plc	Company	Robin Birchall	+ 44 (0) 7711 313 019  [email protected]
	IR	Cathy Malins	+44 (0) 7876 796 629  [email protected]
SP Angel Corporate Finance LLP	Nominated Advisor and Broker	Charlie Bouverat David Hignell   Devik Mehta	+44 (0) 20 3470 0470
AlbR Capital Limited	Joint Corporate Broker	Lucy Williams Duncan Vasey	+44 (0) 20 7469 0930
Tavistock Communications	PR	Charles Vivian   Eliza Logan	+44 (0) 20 7920 3150

Consolidated Statement of Comprehensive Income for the six months ended 31 May 2026

 

		Notes		Six months to 31 May 2026   Unaudited	Six months to 31 May 2025   Unaudited
				£	£
Administrative expenses				(573,174)	(201,660)
Pre-acquisition exploration and evaluation expenditure	8			(137,431)	-
AIM admission costs				(668,582)	-
Share based payments	13			(678,309)	-
Fair value loss on listed investments				-	(4,330)
Operating Loss				(2,057,496)	(205,990)
Profit on sale of current asset investments	11			22,430	-
Loss on sale of listed investments	11			(73,736)	-
Fair value gain on current asset investments	11			232,301	-
Loss on extinguishment of convertible[TH1][CD2] loan	14			(138,738)
Finance income				3,451	14,522
Foreign exchange loss				(850)	-
Loss before finance costs				(2,012,638)	(191,468)
Finance costs				(73,991)	-
Loss after finance costs				(2,086,629)	(191,468)
Taxation				-	-
Total comprehensive loss for the period				(2,086,629)	(191,468)
Basic and diluted earnings per share	6			(0.08)	(0.02)

Operations are classed as continuing.

The notes below form part of these financial statements.

Consolidated Statement of Financial Position as at 31 May 2026

	Notes		Six months to 31 May 2026   Unaudited	Year ended 30 November 2025   Audited
			£	£
Assets
Non-current assets
Exploration and evaluation assets	8		5,134,695	-
Investments	10		80,917	470,917
			5,215,612	470,917
Current assets
Short-term investments	11		579,179	168,914
Trade and other receivables			324,904	339,745
Cash and cash equivalents			2,365,877	218,624
			3,269,960	727,283
Total assets			8,485,572	1,198,200
Current liabilities
Trade and other payables			(920,475)	(287,301)
			(920,475)	(287,301)
Non-current liabilities
Deferred consideration payable	9		(1,667,553)	-
			(1,667,553)	-
Total liabilities			(2,588,028)	(287,301)
Net assets			5,897,544	910,899
Capital and reserves
Share capital	12		1,376,602	1,249,797
Share premium			13,572,782	7,454,635
Other reserves			1,279,239	450,917
Retained losses			(10,331,079)	(8,244,450)
Total equity			5,897,544	910,899

 

The notes below form part of these financial statements.

Consolidated Statement of Cash Flows for the six months ended 31 May 2026

 

		Six months to 31 May 2026	Six months to 31 May 2025
	Notes	Unaudited	Unaudited
		£	£
Cash from operating activities
Loss for the period		(2,086,629)	(191,468)
Adjustments for:
Finance income		(3,451)	(14,522)
Finance costs		73,991	-
Share based payments	13	678,309	-
Loss on extinguishment of convertible loan	14	138,738	-
Loss on sale of listed investments	11	73,736	-
Profit on sale of current asset investments	11	(22,430)	-
Fair value gain on current asset investments	11	(232,301)	-
Fair value loss on listed investments		-	4,330
		(1,380,037)	(201,660)
Increase in trade and other receivables		(234,030)	(224,586)
Increase / (decrease) in trade and other payables		633,174	(13,637)
Net cash used in operating activities		(980,893)	(439,883)
Cash flow from investing activities
Acquisition of exploration licences	14	(80,000)	-
Proceeds on disposal of investments		19,600	15,048
Interest income		3,451	14,522
Net cash used in investing activities		(56,949)	29,570
Cash flows from financing activities
Proceeds from issue of shares net of share issue costs	14	2,890,263	-
Proceeds from issue of convertible loan notes		294,832	-
Net cash generated from financing activities		3,185,095	-
Net cash flow for the period		2,147,253	(410,313)
Cash and cash equivalents at beginning of period		218,624	1,563,612
Cash and cash equivalents at end of period		2,365,877	1,153,299

 

The notes below form part of these financial statements.

Consolidated Statement of Changes in Equity for the six months ended 31 May 2026

Company	Share	Share	Other	Retained	Total
	capital	premium	reserves	losses
	£	£	£	£	£
Balance at 1 December 2025	1,249,797	7,454,635	450,917	(8,244,450)	910,899
Loss for the period	-	-	-	(2,086,629)	(2,086,629)
Total comprehensive loss	-	-	-	(2,086,629)	(2,086,629)
Shares issued net of share issue costs	126,805	6,118,147	-	-	6,244,952
Share based payments	-	-	326,104	-	326,104
Warrants issued as part of acquisition	-	-	502,218	-	502,218
Total transactions with owners recognised directly in equity	126,805	6,118,147	828,322	-	7,073,274
Balance at 31 May 2026	1,376,602	13,572,782	1,279,239	(10,331,079)	5,897,544
Balance at 1 December 2024	1,249,797	7,454,635	450,917	(7,396,974)	1,758,375
Loss for the period	-	-	-	(191,468)	(191,468)
Total comprehensive loss	-	-	-	(191,468)	(191,468)
Balance at 31 May 2025	1,249,797	7,454,635	450,917	(7,588,442)	1,566,907

The notes below form part of these financial statements.

Notes to the Interim Results for the six months ended 31 May 2026

 

1. General information

 

Serval Resources Plc is a public limited company limited by shares and incorporated in England and Wales. The Company’s registered number is 06010900 and registered office address is Level 2, 8 Bishopsgate, London, EC2N 4BQ.

 

The Company’s shares are traded on the AIM Market under ticker SRVL and ISIN number GB00BVRY1W08.

 

2. Basis of Preparation

 

These condensed consolidated interim financial statements for the six months ended 31 May 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the United Kingdom and the recognition and measurement requirements of UK-adopted international accounting standards.

 

The financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The interim financial statements are unaudited and have not been reviewed by the Company’s auditor.

 

The Group’s most recent annual financial statements for the year ended 30 November 2025 were prepared under FRS 102. These interim financial statements are the Group’s first interim financial statements prepared under UK-adopted international accounting standards. As the Group’s first annual financial statements under UK-adopted international accounting standards for the year ending 30 November 2026 have not yet been issued, the material accounting policies applied in preparing these interim financial statements are set out in note 4.

 

The financial statements have been prepared on a going concern basis under the historical cost convention, except for financial instruments measured at fair value. The interim financial statements are presented in pounds sterling, the Group’s functional and presentation currency.

 

3. Transition to IFRS

 

The Group has adopted UK-adopted international accounting standards for the first time in preparing these condensed consolidated interim financial statements. The Group’s first annual financial statements prepared under UK-adopted international accounting standards will be for the year ending 30 November 2026. The date of transition is 1 December 2024, being the beginning of the earliest comparative period presented.

 

In preparing its opening statement of financial position under UK-adopted international accounting standards, the Group has applied IFRS 1 First-time Adoption of International Financial Reporting Standards. The Group has applied the accounting policies set out in note 4 consistently to all periods presented in these interim financial statements and in preparing the opening IFRS statement of financial position at the date of transition.

 

Management has assessed the differences between FRS 102 and UK-adopted international accounting standards applicable to the Group’s assets, liabilities, equity, income and expenses. Based on that assessment, no adjustments were required to equity at the date of transition, equity at 30 November 2025, or loss and total comprehensive loss for the six months ended 31 May 2025. The reconciliations required by IFRS 1 are set out below.

 

Reconciliation of equity from FRS 102 to UK-adopted international accounting standards:

 

	£
Equity reported under FRS 102 at 1 December 2024	1,758,375
Transition adjustments	-
Equity reported under UK-adopted international accounting standards at 1 December 2024	1,758,375

 

	£
Equity reported under FRS 102 at 30 November 2025	910,899
Transition adjustments	-
Equity reported under UK-adopted international accounting standards at 30 November 2025	910,899

 

Reconciliation of total comprehensive loss from FRS 102 to UK-adopted international accounting standards:

	£
Loss and total comprehensive loss reported under FRS 102 for the six months ended 31 May 2025:	191,468
Transition adjustments	-
Loss and total comprehensive loss under UK-adopted international accounting standards for the six months ended 31 May 2025	191,468

 

 

The adoption of UK-adopted international accounting standards has not affected the Group’s reported cash flows for the comparative period, although certain line item descriptions and classifications have been amended to reflect IFRS terminology.

 

4. Significant Accounting Policies

 

The accounting policies applied in these condensed consolidated interim financial statements are those that management expects to apply in the Group’s first annual financial statements prepared under UK-adopted international accounting standards for the year ending 30 November 2026. As the Group’s previously issued annual financial statements were prepared under FRS 102, the material accounting policies applied in preparing these interim financial statements are set out below.

 

Basis of Consolidation

 

The Group’s interim financial statements include the Company and its controlled subsidiaries. Control exists when the Group has power over the investee, exposure or rights to variable returns, and the ability to use its power to affect those returns. Subsidiaries are consolidated from the date control is obtained and deconsolidated from the date control ceases.

 

All intra-group balances, transactions and unrealised gains or losses are eliminated on consolidation. The results of subsidiaries acquired or disposed of during the period are included in profit or loss from the effective date of acquisition or until the effective date of disposal.

 

Given the Group’s status as an exploration company, entities holding exploration licences or conducting exploration activities are fully consolidated where the Group controls them, even if they have no revenue-generating operations.

 

Asset Acquisitions vs Business Combinations

 

The Group assesses each transaction involving the purchase of companies or portfolios of exploration licences to determine whether it represents a business combination under IFRS 3 or an asset acquisition.

 

A transaction is treated as a business combination only when the Group acquires a business, defined as an integrated set of inputs and substantive processes capable of producing outputs. The Group considers whether the acquired set includes a workforce, operational processes, technical capability, or other elements necessary to create economic benefits.

 

Where the acquired assets are limited to exploration licences and related minor working capital, with no employees, no substantive processes, and no operational capability, the transaction is accounted for as an asset acquisition. In such cases, the optional concentration test under IFRS 3 is applied; if substantially all of the fair value is concentrated in a single identifiable asset (or group of similar assets), the transaction is not a business.

 

For asset acquisitions, consideration transferred is allocated to the identifiable assets acquired on a relative fair value basis. Transaction costs are capitalised as part of the cost of the assets. Contingent consideration is recognised only when payable.

 

For business combinations, the Group applies the acquisition method under IFRS 3, recognising goodwill, fair-valuing identifiable assets and liabilities, expensing acquisition-related costs, and measuring contingent consideration at fair value on initial recognition.

 

Exploration and Evaluation Assets

 

Exploration and evaluation expenditure is accounted for in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. Expenditure is capitalised as an exploration and evaluation asset when the Group has obtained legal rights to explore a specific area and the expenditure is directly attributable to the exploration and evaluation of mineral resources in that area.

 

Capitalised exploration and evaluation expenditure includes licence acquisition costs, geological and geophysical costs, sampling and drilling costs, directly attributable technical and professional costs and other costs directly attributable to evaluating the technical feasibility and commercial viability of extracting mineral resources.

 

Exploration and evaluation assets are carried at cost less accumulated impairment losses. They are not amortised while the assets remain in the exploration and evaluation phase. Expenditure incurred before the Group obtains the legal right to explore a licence area is expensed as incurred unless it forms part of the cost of acquiring an asset.

 

Impairment of Exploration and Evaluation Assets

 

Exploration and evaluation assets are assessed for impairment when facts and circumstances indicate that the carrying amount may exceed recoverable amount. Indicators include, but are not limited to, expiry or expected non-renewal of exploration rights, substantive expenditure on further exploration no longer being budgeted or planned, exploration results not supporting the continuation of activities, or sufficient data indicating that the carrying amount is unlikely to be recovered in full from successful development or sale.

 

Where an impairment indicator exists, the Group performs an impairment test in accordance with IAS 36 Impairment of Assets. For the purposes of impairment testing, exploration and evaluation assets are allocated to the relevant cash-generating unit or group of cash-generating units.

 

Deferred Consideration

 

Deferred consideration arising from business combinations or asset acquisitions is recognised at fair value at the acquisition date and classified as either a financial liability or equity in accordance with IAS 32, based on the substance of the contractual terms. Where deferred consideration is classified as a financial liability, it is subsequently measured at amortised cost under IFRS 9, with any unwinding of discount recognised in profit or loss. Changes in the estimated amount or timing of payments are recognised in profit or loss when the liability is remeasured. Deferred consideration classified as equity is not remeasured after initial recognition, and settlement is accounted for within equity.

 

Financial Instruments

 

Financial assets and liabilities are recognised when the Group enters into the contractual terms of the instrument and are measured at amortised cost in accordance with IFRS 9; the Group applies the expected credit loss model to receivables, classifies financial liabilities under IAS 32 based on the substance of the arrangement, and offsets financial assets and liabilities only when a legally enforceable right exists; the Group’s financial instruments are limited to cash, receivables and payables, and the nature of these instruments means that the requirements of IFRS 7 relating to financial risk and fair value measurement are not significant for the Group.

 

The Company does not hold any derivatives or complex financial instruments.

 

Share Based Payments (IFRS 2)

 

The Company occasionally issues options or warrants to directors and service providers/officers of the Company. The fair value is estimated as at the issue date using either a Monte Carlo or Black-Scholes model, considering the terms and conditions upon which the options and warrants were granted. 

 

When the options or warrants are exercised, the Company issues new shares. The proceeds received net of any attributable transaction costs are credited to share capital (nominal value) and share premium.

 

Current / Non-Current Classification

 

Assets and liabilities are classified as current or non-current in accordance with IAS 1. An asset is classified as current when it is expected to be realised within twelve months, is held primarily for trading, or is cash and cash equivalents not restricted from use. All other assets are classified as non-current.

 

A liability is classified as current when it is due to be settled within twelve months, the Group does not have an unconditional right to defer settlement for at least twelve months, or it is held for trading. All other liabilities are classified as non-current.

 

For exploration-stage entities, exploration and evaluation assets, property, plant and equipment, and long-term provisions are typically non-current, while trade payables, short-term accruals, and working-capital balances are current.

 

Management reviews expected settlement and realisation dates at each reporting period to ensure appropriate classification.

 

Taxation

 

Income tax expense represents the sum of current tax and deferred tax. Current tax is based on taxable profits for the period, using tax rates enacted or substantively enacted at the reporting date, together with any adjustments to tax payable in respect of prior periods.

 

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

 

Given the Group’s exploration-stage status, many entities have no taxable income, and deferred tax assets relating to tax losses or unutilised capital allowances are recognised only when recovery is considered probable. Deferred tax liabilities are recognised for taxable temporary differences except where they arise from the initial recognition of assets in an asset acquisition that is not a business combination.

 

Taxation is recognised in profit or loss except where it relates to items recognised directly in equity or other comprehensive income.

 

Foreign currency

 

The Group’s financial statements are presented in GBP, which is the Company’s functional and presentation currency. Each subsidiary determines its own functional currency based on the primary economic environment in which it operates.

 

Foreign currency transactions are translated into the functional currency at the exchange rates ruling on the transaction date. Monetary assets and liabilities denominated in foreign currencies are retranslated at the period-end exchange rate, with resulting exchange differences recognised in profit or loss.

 

For foreign operations, assets and liabilities are translated into GBP at the closing rate, while income and expenses are translated at average rates for the period (unless this does not approximate actual rates). Exchange differences arising on translation of foreign operations are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.

 

On disposal of a foreign operation, the cumulative translation differences recognised in equity are reclassified to profit or loss.

 

Given the Group’s exploration activities across multiple jurisdictions, foreign currency movements may cause volatility in reported results, particularly where subsidiaries hold exploration licences or cash balances in non-GBP currencies.

 

Going concern

 

As at 31 May 2026, the Company had cash of approximately £2.4 million and net assets of approximately £5.9 million. As an exploration business, the Company has limited operating cash flow and is dependent on equity funding for its working capital requirements. As at the date of this report, the Company had approximately £1.5 million cash in the bank and £0.2 million receivables.

 

After reviewing and assessing the prepared forecasts for the going concern period, and considering potential downside scenarios, the Directors are therefore of the opinion that the Company has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.

 

5. Significant Events and Transactions

 

On 27 April 2026 the Company completed the acquisition of Kalahari Copper Limited (see note 7). The acquisition completed simultaneously with the Company’s admission to the AIM market of the London Stock Exchange. In conjunction with the AIM listing, the Company raised £2.96 million via the issue of ordinary shares to a mix of new and existing shareholders.

 

On 27 April 2026 Andrew Benitz was appointed as a non-executive director of the Company.

 

On 1 May 2026 the Company’s name officially changed to Serval Resources Plc.

 

6. Loss per Share

 

	Six months to 31 May 2026	Six months to 31 May 2025
	Unaudited	Unaudited
	£	£
Loss for the period	(2,086,629)	(191,468)
Weighted average number of ordinary shares used in calculating basic loss per share	26,792,218	8,508,799
Basic loss per share	(0.08)	(0.02)

 

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. The weighted average number of shares for the comparative period has been adjusted to reflect the 50 for 1 share consolidation completed on admission to AIM.

 

The Company has outstanding options and warrants at the reporting date. As the Group reported a loss for the period, the effect of these instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per share.

 

7. Acquisition of Kalahari Copper

 

On 27 April 2026 the Company acquired Kalahari Copper Limited and its subsidiaries. The acquired group’s principal assets were mineral exploration licences in Botswana and Namibia. The acquired set did not include employees, an organised workforce, operating processes, producing assets, revenue-generating activities or proven reserves.

 

Management has assessed the acquisition under IFRS 3 Business Combinations. The fair value of the gross assets acquired is substantially concentrated in a group of similar identifiable assets, being exploration licences. In addition, the acquired set does not include substantive processes that, together with inputs, are capable of contributing to the creation of outputs. Management has therefore concluded that the acquisition does not meet the definition of a business and has accounted for the transaction as an asset acquisition.

 

As the transaction has been accounted for as an asset acquisition, no goodwill has been recognised. The cost of the acquisition, including directly attributable acquisition costs, has been allocated to the exploration and evaluation assets acquired.

 

The consideration paid by the Company for all of the shares in Kalahari Copper was the aggregate of:

 

i)                    £2,000,000 in cash subject to the adjustments described below;

ii)                   a sum equal to the amount of certain costs incurred by Kalahari Copper or the Seller in relation to the Kalahari Copper business between the date of signing the Acquisition Agreement and Acquisition Agreement Completion;

iii)                 the issue to the Seller of 9,261,554 New Ordinary Shares in the capital of the Company;

iv)                 additional deferred consideration of up to £9,000,000, made up of six possible payments of £1.5 million, contingent upon various milestones;

v)                   the issue of warrants to acquire a further 1,860,065 shares in the Company, which were contingent upon admission to the AIM market (being the Consideration Warrants);

vi)                 the issue of warrants to acquire a further 1,006,477 shares in the Company, which are contingent upon a maiden resource being declared on the licences in Namibia (being the Report Warrants).

 

Both sets of warrants have an exercise price of 0.5p and they expire five years after the issue date.

 

The parties have agreed to defer the £2,000,000 cash payment until 10 business days after the 18 month anniversary of the acquisition, with interest accruing at a rate of 15% per annum.

8. Exploration & Evaluation Assets

 

	Exploration licences
	£
Opening balance at 1 Dec 2025	-
Acquisition of Kalahari exploration licences	5,134,695
Closing balance at 31 May 2026	5,134,695

 

The consideration for the acquisition consists of the following amounts:

	£
Shares issued	2,546,928
Deferred Consideration (see note 9)	1,615,549
Deferred Consideration Warrants issued	502,218
Cash paid	390,000
Acquisition legal costs	80,000
Closing balance at 31 May 2026	5,134,695

 

• The 9,261,554 shares issued on 27 April 2026 had a closing price of 27.5p on that day.

 

• The Deferred Consideration of £2,000,000 has been valued in accordance with IFRS 9 (see note 9).

 

• The 1,860,065 Deferred Consideration Warrants have been valued using the Black-Scholes model.

 

• The 1,006,477 Report Warrants have not been accounted for at this stage. Whilst the Company is optimistic about discovering a maiden resource in Namibia, it is considered prudent not to account for this as a probable outcome until further exploration work and drilling has been carried out.

 

• The additional deferred consideration of up to £9,000,000 has also not been accounted for at this stage. At 31 May 2026, management concluded that the conditions for recognising these amounts had not been met because the relevant milestones had not been achieved and the Group had not yet obtained sufficient exploration results to support recognition of an obligation.

 

• The assessment of milestone-linked consideration requires judgement and will be reassessed at each reporting date. If the relevant milestones are achieved or become sufficiently certain, the Group will recognise the related consideration in accordance with the applicable IFRS requirements and the terms of the acquisition agreement.

 

• Pre-acquisition exploration and evaluation expenditure of £137,431 has been recognised as an expense in the Statement of Comprehensive Income.

9. Deferred Consideration – Kalahari Copper Acquisition

 

Deferred consideration payable in connection with the Kalahari acquisition is recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The contractual cash flows comprise £2.0 million payable on 6 November 2027 together with contractual interest at 15% per annum which is paid quarterly. The interest payments can be settled in warrants instead of cash under certain circumstances.

 

At the acquisition date, the liability was initially recognised at £1,615,549, representing the present value of the contractual cash flows discounted at 15%, which management considers to be an appropriate market rate for a liability with similar risk, timing and security. During the period, finance costs of £52,004 were recognised, comprising £23,237 unwinding of discount and £28,767 contractual interest. The carrying amount of the liability at 31 May 2026 was £1,667,553.

 

10. Non-current asset investments

			Six months to 31 May 2026     Unaudited	Year ended 30 November 2025   Audited
			£	£
Investments			80,917	470,917

 

Non-current asset investments as at 31 May 2026 relate to investments made in Côte d’Ivoire. The balance at 30 November 2025 also included investments made in Namibia and Botswana which have now been transferred to acquisition costs after the completion of the Kalahari Copper acquisition.

 

11. Current asset investments

			Six months to 31 May 2026     Unaudited	Year ended 30 November 2025   Audited
			£	£
Investments held for sale			75,577	75,577
Listed investments			503,602	93,337
			579,179	168,914

 

On 25 October 2025 the Company entered into a share purchase agreement with Pulsar Helium Inc (“Pulsar”) for Pulsar to acquire 80% of the shares in Quantum Hydrogen Inc (“Quantum”), the Company’s former subsidiary, in exchange for a number of shares in Pulsar with an equivalent value of US$400,000.

 

Pulsar has the right to acquire the remaining 20% of Quantum within 18 months for an additional US$400,000 in Pulsar Shares.

 

The Pulsar shares with an equivalent value of US$400,000 which were owed to the Company were included in the balance sheet as receivables from sale of subsidiary totalling £302,309 as at 30 November 2025.

 

The US$400,000 equated to 584,963 Pulsar shares and these have now all been received by the Company.

 

As at 31 May 2026, 60,000 of the shares had been sold for a profit of £22,430.

 

The remaining 524,963 shares have been classified as listed investments in the balance sheet totalling £503,602 which includes a fair value gain of £232,301.

 

The remaining 20% of the shares in Quantum still owned by the Company are included in the balance sheet as investments held for sale totalling £75,577.

 

The Company’s other listed investment which was valued at £93,337 at 30 November 2025 was disposed of for a loss of £73,736.

 

12. Share Capital

 

Movements in ordinary share capital are summarised below:

 

	Number of Ordinary Shares of 0.5p	Number of Deferred Shares of 14.99p	Nominal value £
As at 1 December 2024*	8,508,799	8,053,724	1,249,797
Issue of equity	-	-	-
As at 30 November 2025*	8,508,799	8,053,724	1,249,797
Issue of equity	25,360,939	-	126,805
As at 31 May 2026	33,869,738	8,053,724	1,376,602

 

Ordinary shares issued during the period

	Number of Ordinary Shares of 0.5p
Consideration for Kalahari Copper exploration licences	9,261,554
Convertible loan notes converted to shares	1,656,572
Equity raised in conjunction with AIM listing	13,147,928
Shares issued to board and management	1,139,331
Shares issued to service providers	155,554
	25,360,939

 

The number of shares for previous periods has been adjusted to reflect the 50 for 1 share consolidation completed on admission to AIM.

 

Ordinary Shares:

The shares have attached to them full voting, dividend and capital distribution (including winding up) rights; they do not confer any rights of redemption.

 

Deferred Shares:

The holders of deferred shares are not entitled to receive any dividend or distribution and only be entitled to any replacement of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary Share held by them.

 

13. Share Based Payments

 

During the period ended 31 May 2026, the Group recognised £678,309 of share-based payment expenses in accordance with IFRS 2. The charge comprises:

 

		Credited to Share Capital	Credited to Share Premium	Credited to Reserves
	£	£	£	£
Shares issued to board and management	313,316	5,697	307,619
Share options issued to board and management	210,476	-	-	210,476
Warrants issued to brokers	115,628	-	-	115,628
Shares issued to third parties for services	38,889	778	38,111	-
	678,309	6,475	345,730	326,104

 

The shares and share options issued to the board and management and the warrants issued to brokers all took place on the admission to the AIM market of 27 April 2026. The shares issued to third parties for services took place in May 2026.

 

• 1,139,331 shares were issued to the board and management and they had a closing price of 27.5p on that day.

 

• 3,515,081 share options were issued to the board and management. 662,139 of these options have an exercise price of 0.5p and vested immediately. 1,426,470 have an exercise price of 22.5p and vest upon the 30-day volume-weighted average price (“VWAP”) of the shares on AIM exceeding 45p per share. 1,426,472 have an exercise price of 22.5p and vest upon the 30-day VWAP of the shares on AIM exceeding 67.5p per share. All options expire 10 years after the issue date.

 

• 608,570 broker warrants were issued. They have an exercise price of 22.5p and they expire three years after the issue date.

 

• 155,554 shares were issued to third parties for services and they had a closing price of 25p on the day of issue.

 

Under IFRS 2 “Share-based Payments”, the Company determines the fair value of options issued to the board and management and warrants issued to other parties as remuneration and recognises the amount as an expense in the Statement of Comprehensive Income with a corresponding increase in equity.

 

The options with performance conditions have been valued using the Monte Carlo model. The options and warrants without performance conditions have been valued using the Black-Scholes model.

 

The key assumptions used were as follows:

 

Grant date: 27 April 2026

Share price at grant date: 27.5p

Exercise prices: 0.5p to 22.5p

Expected volatility: 102%

Risk-free interest rates: 4.4210% to 4.7596%

Expected dividend yield: nil

 

Expected volatility was determined by reference to historic share price volatility of comparable listed exploration companies over a period consistent with the expected life of the instruments. The risk-free rate was based on UK government bond yields with a maturity consistent with the expected life of the instruments.

 

14. Non-Cash Transactions

 

Significant non-cash transactions during the period were as follows:

 

• Ordinary shares with a fair value of £2,546,928 were issued as consideration for the acquisition of Kalahari Copper Limited.
• 
  Warrants with a fair value of £502,218 were issued in connection with the acquisition of Kalahari Copper Limited.
• 
  Convertible loan notes of £316,819 were converted into ordinary shares worth £455,557 resulting in a loss on the extinguishment of the loan of £138,738.
• 
  Shares, options and warrants with a total fair value of £678,309 were issued to directors, management, brokers and service providers and recognised in accordance with IFRS 2.
• 
  Previously recognised investment balances of £390,000 relating to Namibia and Botswana were reclassified to exploration and evaluation assets following completion of the Kalahari Copper Limited acquisition.

 

These transactions did not result in cash inflows or outflows during the period and have therefore been excluded from the statement of cash flows.

 

Reconciliation of Acquisition Costs
	£
Acquisition of exploration licences as per Consolidated Statement of Cash Flows	80,000
Cash paid in prior year which was previously recognised in investments	390,000
Shares issued for acquisition of Kalahari Copper Limited	2,546,928
Deferred Consideration	1,615,549
Deferred Consideration warrants issued	502,218
Acquisition of exploration licences as per Consolidated Statement of Financial Position	5,134,695

 

 

Reconciliation of Shares Issued Net of Issue Costs
	£
Shares issued net of issue costs as per Consolidated Statement of Cash Flows	2,890,263
Shares issued for acquisition of Kalahari Copper Limited	2,546,928
Convertible loan notes converted to shares	455,557
Shares issued to directors, management and service providers	352,204
Shares issued net of issue costs as per Consolidated Statement of Changes in Equity	6,244,952

 

15. Events After the Reporting Period

 

There are no post balance sheet events to disclose.