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Half-year Results

In brief · summary, not quotable

Arc Minerals reports interim loss of £2.3m for H1 2025, cash position fell to £682k from £1.6m at year-end.

  • Loss for the period £2,277k (prior £538k)
  • Cash and cash equivalents £682k (prior £1,635k)
  • Total assets £11,422k (prior £13,166k)
  • Net assets £9,930k (prior £11,396k)
  • Basic loss per share 0.16p (prior 0.04p)
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Arc Minerals announces its unaudited financial results for the six months ended 30 June 2025 (the "Interim Results") which has been made available on the Company's website at http://www.arcminerals.com/investors/document-library/default.aspx .

The notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2025

As at 30 June 2025As at 31 December 2024
(Unaudited)(Audited)
Notes£ 000's£ 000's
ASSETS
Non-current assets
Intangible assets42,3232,370
Investment in Associate752912
Long-term receivable55,9026,261
Total non-current assets8,9779,543
Current assets
Trade and other receivables61,7631,988
Cash and cash equivalents6821,635
Total current assets2,4453,623
TOTAL ASSETS11,42213,166
LIABILITIES
Current liabilities
Trade and other payables7(1,394)(1,667)
Total current liabilities(1,394)(1,667)
Non-current liabilities
Long term payables8(98)(103)
Total non-current liabilities(98)(103)
TOTAL LIABILITIES(1,492)(1,770)
NET ASSETS9,93011,396
EQUITY
Share capital9--
Share premium68,50868,508
Share based payments reserve843-
Warrant reserve111111
Foreign exchange reserve(139)(102)
Retained earnings(59,427)(57,293)
Equity attributable to equity holders of the parent9,89611,224
Non-controlling interest34172
TOTAL EQUITY9,93011,396

The notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period ended 30 June 2025

As at 30 June 2025As at 30 June 2024
(Unaudited)(Unaudited)
Notes£ 000's£ 000's
Cash flows from operating activities
Loss for the period3(2,277)(538)
Depreciation--
Currency losses / (gains)757(54)
Fair value losses / (gains)-(28)
Unwinding of interest on Anglo receivable(188)
Share of loss of associate16024
Share based payments expense843(251)
Operating loss before changes in working capital(705)(847)
Decrease/(Increase) in trade and other receivables (i)34(40)
Increase / (Decrease) in trade and other payables(281)(548)
Net cash used in operating activities(952)(1,435)
Cash flows used in investing activities
Additions to intangible assets4(1)(137)
Proceeds from disposal of short-term investments-96
Net cash used in investing activities(1)(41)
Cash flows from financing activities
Proceeds from issue of ordinary shares net of share issue cost-4,005
Repurchase of shares-(406)
Long term payables8-(1)
Net cash generated from financing activities-3,598
Net increase/(decrease) in cash and cash equivalents(953)2,122
Cash and cash equivalents at beginning of period1,635281
Cash and cash equivalents at end of period6822,403

The notes are an integral part of these consolidated financial statements.

  • The movement in trade and other receivables include the movement in both long- and short-term receivables.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period ended 30 June 2025

Share capitalShare premiumForeign exchange reserveShare based payment reserveWarrant ReserveRetained earningsTotalNon-controlling interestTotal equity
£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's
As at 1 January 2024-64,464(78)12684(54,046)10,550(3)10,547
Loss for the period-----(631)(631)93(538)

Items that may be reclassified subsequently to profit or loss:

Share capitalShare premiumForeign exchange reserveShare based payment reserveWarrant ReserveRetained earningsTotalNon-controlling interestTotal equity
£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's
Currency translation differences--3---314
Total comprehensive loss for the period--3--(631)(628)94(534)
Share capital issued net of share issue costs-4,005----4,005-4,005
Cancellation of repurchased shares-(406)----(406)-(406)
Warrants and options expired---(42)-42---
Effect of foreign exchange on the opening balance--(39)--23(16)3(13)
Total transactions with owners, recognised directly in equity-3,599(39)(42)-653,58333,586
As at 30 June 2024-68,063(114)8484(54,612)13,5059413,599
As at 1 January 2025-68,508(102)-111(57,293)11,22417211,396
Loss for the period-----(2,134)(2,134)(143)(2,277)

Items that may be reclassified subsequently to profit or loss:

Share capitalShare premiumForeign exchange reserveShare based payment reserveWarrant ReserveRetained earningsTotalNon-controlling interestTotal equity
£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's£ 000's
Currency translation differences--16--16521
Total comprehensive loss for the period--16--(2,134)(2,118)(138)(2,256)
Share capital issued net of share issue costs---------
Share based payments expense during the period---843--843-843
Effect of foreign exchange on the opening balance--(53)---(53)-(53)
Total transactions with owners, recognised directly in equity--(53)843--790-790
As at 30 June 2025-68,508(139)843111(59,427)9,896349,930

The notes are an integral part of these consolidated financial statements.

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the period ended 30 June 2025

Basis of preparation

The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS") and those parts of the BVI Business Companies Act applicable to companies reporting under IFRS.

The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts. In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period.

The Board of Directors approved this Interim Financial Report on 24 September 2025.

Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing these interim condensed consolidated interim financial statements. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2024, which have been prepared in accordance with IFRS as adopted by the European Union.

Accounting policies

The condensed consolidated interim financial statements for the period ended 30 June 2025 have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory annual financial statements for the year ended 31 December 2024.

Going concern

The Directors have reviewed a forecast prepared by the executive and have a reasonable expectation that the Group has sufficient funds to continue in operation and satisfy liabilities for the foreseeable future. The Directors therefore consider it appropriate for the Company to continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Financial Risk Management

Risks and uncertainties

The Board continually assesses and monitors the key risks of the business. The key risks that could affect the Group's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's December 2024 Annual Report and Financial Statements, a copy of which is available from the Group's website: www.arcminerals.com. The key financial risks are market risk, currency risk, and liquidity.

Loss per share

Six Months to 30 June 2025Six Months to 30 June 2024
(Unaudited)(Unaudited)
Notes£ 000's£ 000's
Loss for the period(2,277)(538)
Weighted average number of ordinary shares used in calculating basic loss per share (000's)1,448,1081,348,712
Basic loss per share (expressed in pence)(0.16)(0.04)

As the inclusion of outstanding warrants and options would result in a decrease in the earnings per share, they are considered anti-dilutive and, as such, a diluted loss per share is not included.

Intangible Assets

Alvis-CrestForelandTotal
Prospecting & Exploration rightsDeferred Exploration Costs
£ 000's£ 000's£ 000's
As at 1 January 20251,3121,0582,370
Additions-11
Foreign exchange-(48)(48)
As at 30 June 20251,3121,0112,323
As at 31 December 20241,3121,0582,370
5. Long-term receivables
GroupGroup
30 June 202531 Dec 2024
£ 000's£ 000's
Receivable - Anglo JV (USD 9.09M)5,9026,261
Total5,9026,261
6. Trade and other receivables
GroupGroup
30 June 202531 Dec 2024
£ 000's£ 000's
Receivable - Anglo JV (USD 1M)730798
Receivable - Casa Sale (USD 1.25M)930999
Other Receivables103191
Prepayments--
Total1,7631,988
7. Trade and Other Payables
GroupGroup
30 June 202531 December 2024
Trade and Other Payables£ 000's£ 000's
Surrendered share options payable8861,181
Minority shareholder loans5353
Trade and other payables455433
1,3941,667

Surrendered Share Options Payable

The surrendered share options payable is in relation to the surrendered share options as announced on 16 March 2021.

Minority shareholder loans

The minority shareholder loans represent the loan from the 33% minority shareholder to Unico Minerals Limited. The Company has also provided a loan to this company on similar terms which had a balance on the reporting date of c.£1.46 million.

Long Term Payables

GroupGroup
30 June 202531 December 2024
Long term payables£ 000's£ 000's
Minority shareholder loan98103
98103

The minority shareholder loans are payable to the minority shareholder Alvis-Crest (Proprietary) Limited in the amount of BWP 1,797,430 (GBP 98k), as 30 June 2025 (31 December 2024: BWP 1,797,430 (GBP 103k)). The loans are unsecured and loan holders have agreed to roll forward the loans until a liquidity event occurs.

Share Capital

The authorised share capital of the Company and the called up and fully paid amounts at 30 June 2025 were as follows:

A) Authorised£ 000's£ 000's
Unlimited ordinary shares of no par value--
B) Called up, allotted, issued and fully paidNumber of sharesNominal valuePrice per share (pence)Gross Consideration value GBP'000
As at 1 January 20251,448,108,263---

Additions:

There were no additions during the period.

A) Authorised£ 000's£ 000's
As at 30 June 20251,448,108,263--

Share based payments

Share options

During the period the following share options were issued and valued using the Black Scholes method:

Weighted Avg Price (pence)NumberExercise Price (pence)Share price at grant (pence)Weighted Avg Term (years)Value (000s) **
1 January 20244.568,933,3340.52126
Expired(8,933,334)---(126)
Exercised during the year-----
Granted-----
31 December 2024----
1 January 2025------
Expired-----
Exercised during the period-----
Nil Cost Share Options granted43,712,9882.51.454.8634
Share Options granted36,427,4882.51.454.8209
30 June 20252.580,140,4764.8843

As announced on 7 April 2025, the Company granted a combination of Nil Cost Share Options ("RSUs") and Share Options, equating to 5.5% of the issued share capital (being 3% of the issued share capital in respect of LTIPs issued to directors).

The 43,712,988 RSUs granted to the executive director and senior management are performance-based, have a five-year term, and will vest in three equal tranches, subject to the achievement of share price targets of 2.5p, 4p, and 6p over a three-year period, with the following additional performance-based acceleration milestones:

  • in relation to the Anglo JV, Anglo exercising their option to accelerate Phase 1; or
  • a Zambia Discovery, defined as a new resource where at least three holes drilled each assayed more than 50m% CuEq. (100m @ 0.5% Cu; 25m @ 2% Cu); or
  • a Botswana Discovery, defined as a new resource where at least three holes drilled each assayed more than 25m% CuEq. (10m @ 2.5% Cu).

The 36,427,488 Share Options were issued to directors and senior management as set in the announcement of 7 April 2025. These options have an exercise price of 2.5p, will vest equally over three years and will be exercisable at any time after vesting and during the term of five years.

Options can be settled in cash and are typically granted for a term between three and five years at the discretion of the Board of Directors upon recommendation by the Remuneration Committee.

Under IFRS 2 "Share-based Payments", the Company determines the fair value of options issued to

Directors, Employees and other parties as remuneration and recognises the amount as an expense in

the Statement of Comprehensive Income with a corresponding increase in equity.

In the Black-Scholes model the key inputs for the options granted in 2025 were Volatility as 64%, the Risk Free Interest Rate as 0% and the dividend yield as 0%. The charge incurred during the period in relation to share based payments was £209,045.

The weighted average exercise price of the options outstanding at 30 June 2025 is 2.5 pence.

Events after the reporting date

There were no post balance sheet events in addition to those disclosed in the 31 December 2024 Annual Report.

Other Matters

The condensed consolidated interim financial statements set out above do not constitute the Group's statutory accounts for the period ended 30 June 2025 or for earlier periods but are derived from those accounts where applicable.

A copy of this interim statement is available on the Company's website: www.arcminerals.com.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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