Half-year Results
Half-year loss of £1.548m with cash down to £82k; DRC arbitration judgment pending; refinancing discussions ongoing.
- Loss for period £1,548k (prior £1,532k)
- Cash and cash equivalents £82k (prior £38k)
- Total equity £11,849k (prior £12,667k)
- Current liabilities £6,495k (prior £5,875k)
- Loss per share (0.03)p (prior (0.06)p)
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Red Rock Resources plc ("Red Rock" or "the Company"), the natural resources investment, exploration, and development company with interests in manganese, gold, copper and cobalt, and other materials, announces its half-yearly results for the six months ended 31 December 2024.
Chairman's Statement
The statement we released with the Final Results for the year to 30th June 2024, and the statement released with the interim results a year ago, tell a story, in relation to our interests in the DRC, that is consistent but has still not advanced to the anticipated conclusion.
In the DRC some local parties expected to take the benefits of sale of our majority owned copper-cobalt asset through a disposition of which we were unaware. We challenged this, and as we have comprehensive records to support our position have always assumed that we would eventually prevail. We had early victories in court cases relating to the $5,000,000m already paid and our share thereof, and then went to arbitration in relation to our share of the $15,000,000 still held on behalf of the vendors by the buyer.
We are now at the point where the judgement is near the point of publication, and retain the same degree of confidence. Because of the slowness of procedures in Kinshasa, we are not writing today the report we expected to be writing, but the management of the Company is every day pursuing the matter with all possible commitment and assiduity.
The direct consequences of a favourable outcome in the DRC would be potentially large in relation to the current value of the Company. The indirect consequences, in the form of opening the door to further proceedings, could also be large. It is also likely that our ability to work on high level projects in the DRC would be enhanced, and our ability to advance other projects of the Company would become greater.
Conversely, a failure, or a further long delay, in the DRC, neither of which appear likely to the management, would leave the Company's short term finances under significant strain as the level of current liabilities now reflects the expectation of an early award. Immediate action would have to be taken to dispose of some non-core assets, and other action taken to restructure or convert some of the Company's convertible and debt securities and/or raise money on what could be dilutive terms. The Company's convertible and debt holders have been strongly supportive of the Company, and we are discussing with the loan note holders the terms of an extension to the Convertible Loan Notes. A failure to generate sufficient funds by disposals or external funding might put in question the Company's ability to continue operations.
Current liabilities include an amount of approximately £644,000 due to Power Metal Resources PLC (the "Vendor") in respect of the Company's purchase of a minority stake in Red Rock's assets in Australia, where the Company continues exploration activities and the pursuit of potential capital transactions. Red Rock and the Vendor are in discussions to set a mutually agreeable timing of this payment.
The Company is also discussing a possible transaction or transactions in relation to its Burkina Faso gold assets. Meanwhile some of our gold production equipment is in process of being released from customs in Burkina Faso and a progress report on local plans and operations will then be released.
Of the two principal investment interests of the Company, the royalty interest in the El Limon gold asset in Colombia held by Soma Gold may start paying again after this quarter as Soma's production increases and is expected to require use of the El Limon mill. Elephant Oil Inc, a private onshore oil company active in West Africa, is nearing close of a funding transaction shortly that would enable it to advance its highly prospective West African onshore oil projects.
An operational update will be released in April, which will contain more information on the DRC arbitration and on other developments.
Andrew Bell
Chairman
Consolidated statement of financial position as at 31 December 2024
| Notes | 31 December 2024 | 31 December 2023 | 30 June 2024 | |
|---|---|---|---|---|
| Unaudited, £'000 | Unaudited, £'000 | Audited, £'000 | ||
| ASSETS | ||||
| Non-current assets | ||||
| Investments in associates and joint ventures | 1,030 | 1,030 | 1,030 | |
| Financial instruments | 8 | 736 | 736 | 736 |
| Exploration assets | 9 | 13,707 | 13,358 | 13,575 |
| Mineral tenements | 501 | 710 | 532 | |
| Property, Plant & Equipment | 19 | 16 | 19 | |
| Non-current receivables | 2,560 | 2,506 | 2,560 | |
| Total non-current assets | 18,553 | 18,356 | 18,453 | |
| Current assets | ||||
| Cash and cash equivalents | 6 | 82 | 38 | |
| Loans and other receivables | 846 | 667 | 807 | |
| Total current assets | 852 | 749 | 845 | |
| TOTAL ASSETS | 19,405 | 19,105 | 19,298 | |
| EQUITY AND LIABILITIES | ||||
| Equity attributable to owners of the parent | ||||
| Called up share capital | 10 | 3,281 | 3,047 | 3,143 |
| Share premium account | 34,206 | 33,426 | 33,804 | |
| Other reserves | 1,385 | 2,040 | 1,193 | |
| Retained earnings | (26,871) | (23,830) | (25,323) | |
| Total equity attributable to owners of the parent | 12,001 | 14,683 | 12,817 | |
| Non-controlling interest | (152) | (866) | (150) | |
| Total equity | 11,849 | 13,817 | 12,667 | |
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Trade and other payables | - | 813 | - | |
| Borrowings | 11 | 1,061 | 734 | 756 |
| Total non-current liabilities | 1,061 | 1,547 | 756 | |
| Current liabilities | ||||
| Trade and other payables | 2,800 | 1,702 | 2,838 | |
| Short term borrowings | 11 | 3,695 | 2,039 | 3,037 |
| Total current liabilities | 6,495 | 3,741 | 5,875 | |
| TOTAL EQUITY AND LIABILITIES | 19,405 | 19,105 | 19,298 | |
The accompanying notes form an integral part of these financial statements.
Consolidated statement of income
for the period ended 31 December 2024
| Notes | 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|---|
| Unaudited, £'000 | Unaudited, £'000 | ||
| Administrative expenses | 4 | (623) | (585) |
| Project development costs | 5 | (96) | (382) |
| Exploration expenses | (56) | (288) | |
| Foreign exchange gain/(loss) | 31 | 16 | |
| Finance income/(expenses), net | 6 | (804) | (293) |
| (Loss)/profit for the period | (1,548) | (1,532) | |
| Tax credit | - | - | |
| (Loss)/profit for the period | 7 | (1,548) | (1,532) |
| (Loss)/profit for the period attributable to: | |||
| Equity holders of the parent | (1,548) | (1,353) | |
| Non-controlling interest | - | (179) | |
| (1,548) | (1,532) | ||
| (Loss)/profit per share | |||
| (Loss)/profit per share - basic, pence | 3 | (0.03) | (0.06) |
| (Loss)/profit per share - diluted, pence | 3 | (0.03) | (0.06) |
The accompanying notes form an integral part of these financial statements.
Consolidated statement of comprehensive income for the period ended 31 December 2024
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|
| Unaudited, £'000 | Unaudited, £'000 | |
| (Loss) /profit for the period | (1,548) | (1,532) |
| Unrealised foreign currency loss arising upon retranslation of foreign operations | 183 | 65 |
| Total comprehensive income/(loss) for the period | (1,365) | (1,467) |
| Total comprehensive income/(loss) for the period attributable to: | ||
| Equity holders of the parent | (1,323) | (1,288) |
| Non-controlling interest | (2) | (179) |
| (1,365) | (1,467) | |
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity for the period ended 31 December 2024
The movements in equity during the period were as follows:
| Share capital | Share premium account | Retained earnings | Other reserves | Total attributable to owners of the Parent | Non- controlling interest | Total equity | |
|---|---|---|---|---|---|---|---|
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 30 June 2024 (audited) | 3,143 | 33,804 | (25,323) | 1,193 | 12,817 | (150) | 12,667 |
Changes in equity for the six- month period ending 31 December 2024
| Share capital | Share premium account | Retained earnings | Other reserves | Total attributable to owners of the Parent | Non- controlling interest | Total equity | |
|---|---|---|---|---|---|---|---|
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Loss for the period | - | - | (1,548) | - | (1,548) | - | (1,548) |
| Unrealised foreign currency gains on translation of foreign operations | - | - | - | 183 | 183 | (2) | 181 |
| Total comprehensive income/(loss) for the period | - | - | (1,548) | 183 | (1,365) | (2) | (1,367) |
| Transactions with shareholders | |||||||
| Issue of shares | 138 | 402 | - | - | 540 | - | 540 |
| Warrants issued in the year | - | - | - | 9 | 9 | - | 9 |
| Total transactions with shareholders | 138 | 402 | - | 9 | 549 | - | 549 |
| As at 31 December 2024 (unaudited) | 3,281 | 34,206 | (26,871) | 1,385 | 12,001 | (152) | 11,849 |
| As at 30 June 2023 (audited) | 2,960 | 32,785 | (22,477) | 1,751 | 15,019 | (687) | 14,332 |
Changes in equity for the six- month period ending 31 December 2023
| Share capital | Share premium account | Retained earnings | Other reserves | Total attributable to owners of the Parent | Non- controlling interest | Total equity | |
|---|---|---|---|---|---|---|---|
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Loss for the period | - | - | (1,353) | - | (1,353) | (179) | (1,532) |
| Unrealised foreign currency gains on translation of foreign operations | - | - | - | 65 | 65 | - | 65 |
| Total comprehensive income/(loss) for the period | - | - | (1,353) | 65 | (1,288) | (179) | (1,467) |
| Transactions with shareholders | |||||||
| Issue of shares | 87 | 641 | - | - | 728 | - | 728 |
| Shares to issue | - | - | - | 224 | 224 | - | 224 |
| Total transactions with shareholders | 87 | 641 | 224 | 952 | - | 952 | |
| As at 31 December 2023 (unaudited) | 3,047 | 33,426 | (23,830) | 2,040 | 14,683 | (866) | 13,817 |
| FVTOCI financial assets reserve | Foreign currency translation reserve | Share- based payment reserve | Share to Issue reserve | Warrants reserve | Other Reserve | Total other reserves | |
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 30 June 2024 (audited) | 402 | 118 | 230 | - | 1,091 | (648) | 1,193 |
Changes in equity for six months ended 31 December 2021
| Share capital | Share premium account | Retained earnings | Other reserves | Total attributable to owners of the Parent | Non- controlling interest | Total equity | |
|---|---|---|---|---|---|---|---|
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Unrealised foreign currency loss on translation of foreign operations | - | 183 | - | - | - | - | 183 |
| Total other comprehensive income for the period | - | 183 | - | - | - | - | 183 |
| Transactions with shareholders | |||||||
| Warrants issued in the year | - | - | - | - | 9 | - | 9 |
| Total transactions with shareholders | - | - | - | - | 9 | - | 9 |
| As at 31 December 2024 (unaudited) | 402 | 301 | 230 | - | 1,100 | (648) | 1,385 |
| As at 30 June 2023 (audited) | 402 | 125 | 230 | - | 994 | - | 1,751 |
Changes in equity for six months ended 31 December 2023
| Share capital | Share premium account | Retained earnings | Other reserves | Total attributable to owners of the Parent | Non- controlling interest | Total equity | |
|---|---|---|---|---|---|---|---|
| Unaudited | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Unrealised foreign currency loss on translation of foreign operations | - | 65 | - | - | - | - | 65 |
| Total other comprehensive income for the period | - | 65 | - | - | - | - | 65 |
| Transactions with shareholders | |||||||
| Grant of warrants | - | - | - | 224 | - | - | 224 |
| Total transactions with shareholders | - | - | - | 224 | - | - | 224 |
| As at 31 December 2023 (unaudited) | 402 | 190 | 230 | 224 | 994 | - | 2,040 |
Consolidated statement of cash flows for the period ended 31 December 2024
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|
| Unaudited, £'000 | Unaudited, £'000 | |
| Cash flows from operating activities | ||
| (Loss)/profit before tax | (1,548) | (1,532) |
| Decrease/(Increase) in receivables | (39) | 3 |
| Increase/(Decrease) in payables | 64 | (33) |
| Share-based payments | 8 | - |
| Depreciation | - | 2 |
| Finance costs/income, net | 796 | 293 |
| Currency adjustments | (7) | (6) |
| Net cash outflow from operations | (726) | (1,273) |
| Cash flows from investing activities | ||
| Payments for capitalised exploration costs | (132) | - |
| Payments to increase interest in tenements | - | (12) |
| Net cash (outflow)/inflow from investing activities | (132) | (12) |
| Cash flows from financing activities | ||
| Proceeds from issue of shares | 251 | 472 |
| Interest paid | - | (29) |
| Proceeds from new borrowings | 605 | 789 |
| Repayments of borrowings | (32) | (85) |
| Net cash inflow/(outflow) from financing activities | 824 | 1,147 |
| Net increase in cash and cash equivalents | (34) | (138) |
| Cash and cash equivalents at the beginning of period | 38 | 155 |
| Exchange losses on cash and cash equivalents | 2 | 65 |
| Cash and cash equivalents at end of period | 6 | 82 |
| Half-yearly report notes | ||
| for the period ended 31 December 2024 | ||
| 1 | Company and group | |
As at 31 December 2024, 30 June 2024 and 31 December 2023 the Company had one or more operating subsidiaries and has therefore prepared full and interim consolidated financial statements respectively.
The Company will report again for the year ending 30 June 2025.
The financial information contained in this half yearly report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the year ended 30 June 2024 has been extracted from the statutory accounts for the Group for that year. Statutory accounts for the year ended 30 June 2023, upon which the auditors gave an unqualified audit report which did not contain a statement under Section 498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of Companies.
| 2 | Accounting Polices |
Basis of preparation
The consolidated interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting.' The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2024, which have been prepared in accordance with IFRS.
| 3 | Earnings per share |
The following reflects the loss and number of shares data used in the basic and diluted loss per share computations:
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|
| Unaudited | Unaudited | |
| Profit/(loss) attributable to equity holders of the parent company, Thousand pounds Sterling | (1,548) | (1,532) |
| Weighted average number of Ordinary shares of £0.0001 in issue, used for basic EPS | 4,827,628,410 | 2,590,767,190 |
| Effect of all dilutive potential ordinary shares from potential ordinary shares that would have to be issued, if all loan notes convertible at the discretion of the noteholder converted at the beginning of the period | - | - |
| Weighted average number of Ordinary shares of £0.0001 in issue, including potential ordinary shares, used for diluted EPS | 4,827,628,410 | 2,590,767,190 |
| Profit/(loss) per share - basic, pence | (0.03) | (0.06) |
| Profit/(loss) per share - diluted, pence | (0.03) | (0.06) |
EPS for the year is approximately half of the level of the comparative period due to the effect of the increase of the weighted number of
ordinary shares in issue during the period of report.
At 31 December 2023 and 31 December 2022, the effect of the following the instruments is anti-dilutive, therefore they were not included into the diluted earnings per share calculation.
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|
| Unaudited | Unaudited | |
| Share options granted to employees - not vested and/or out of the money | 21,000,000 | 21,000,000 |
| Number of warrants given to shareholders as a part of placing equity instruments - out of the money | 741,450,002 | 314,178,213 |
| Total number of contingently issuable shares that could potentially dilute basic earnings per share in future | 762,450,002 | 335,178,213 |
| Total number of contingently issuable shares that could potentially dilute basic earnings per share in future and anti- dilutive potential ordinary shares that were not included into the fully diluted EPS calculation | 762,450,002 | 335,178,213 |
There were no ordinary share transactions after 31 December 2024, that that could have changed the EPS calculations significantly if those transactions had occurred before the end of the reporting period.
4 Administrative expenses
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |
|---|---|---|
| Unaudited £'000 | Unaudited £'000 | |
| Staff Costs: | ||
| Payroll | 235 | 307 |
| Pension | 20 | 27 |
| Consultants | 23 | 8 |
| HMRC / PAYE | 19 | 21 |
| Professional Services: | ||
| Accounting | 66 | 25 |
| Legal | 1 | - |
| Marketing | 2 | 16 |
| Other | - | - |
| Regulatory Compliance | 69 | 40 |
| Travel | 62 | 32 |
| Office and Admin: | ||
| General | 53 | 32 |
| IT costs | 4 | 5 |
| Rent | 43 | 46 |
| Insurance | 27 | 25 |
| Total administrative expenses | 623 | 585 |
Included in the above admin costs for the year are £108,000 (2023: £168,000) in costs related to the administration of subsidiary project undertakings.
5 Project development expenses
Project development expenses include costs incurred during the assessment and due diligence phases of a project, when material uncertainties exist regarding whether the project meets the Company's investment and development criteria and whether as a result the project will be advanced further.
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |||||
|---|---|---|---|---|---|---|
| Unaudited £'000 | Unaudited £'000 | |||||
| Project development expenses | ||||||
| VUP (Congo) | 13 | 6 | ||||
| Zlata Bana (Slovakia) | - | - | ||||
| Galaxy (Congo) | - | - | ||||
| Luanshimba (Congo) | - | - | ||||
| Kinsevere (Congo) | - | - | ||||
| Mid Migori Mines (Kenya) | - | - | ||||
| Zimbabwe Lithium | - | 268 | ||||
| Greenland | - | 84 | ||||
| Others | 83 | 102 | ||||
| Total project development expenses | 96 | 460 | ||||
| 4 Finance income/(expenses), net | ||||||
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |||||
| Unaudited £'000 | Unaudited £'000 | |||||
| Interest income | - | - | ||||
| Share based payment | (8) | - | ||||
| Interest expense | (796) | (293) | ||||
| Total Finance income/(expenses), net | (804) | (293) | ||||
| 7 | Segmental analysis | |||||
| Kenyan exploration | Australian exploration | DRC exploration | Other exploration | Corporate and unallocated | Total | |
| For the six-month period to 31 December 2024 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Revenue | ||||||
| Total segment external revenue | - | - | - | - | - | - |
| Result | ||||||
| Segment results | (46) | (117) | - | (10) | (579) | (752) |
| Loss before tax and finance costs | ||||||
| Finance income | - | |||||
| Interest expense | (796) | |||||
| Loss before tax | (1,548) | |||||
| Tax | - | |||||
| Loss for the period | (1,548) | |||||
| Kenyan exploration | Australian exploration | DRC exploration | Other exploration | Corporate and unallocated | Total | |
| For the six-month period to 31 December 2023 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Revenue | ||||||
| Total segment external revenue | - | - | - | - | - | - |
| Result | ||||||
| Segment results | (187) | (169) | (9) | (468) | (406) | (1,239) |
| Loss before tax and finance costs | ||||||
| Interest income | - | |||||
| Interest expense | (293) | |||||
| Loss before tax | (1,532) | |||||
| Tax | - | |||||
| Profit for the period | (1,532) | |||||
A measure of total assets and liabilities for each segment is not readily available and so this information has not been presented.
| 6 months to 31 December 2024 | 6 months to 31 December 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited £'000 | Unaudited £'000 | |||||||
| 8 | Financial instruments - Fair value through other comprehensive income | |||||||
| 31 December 2024 Unaudited £'000 | 31 December 2023 Unaudited £'000 | 30 June 2024 Audited £'000 | ||||||
| At the beginning of the period | 736 | 736 | 736 | |||||
| Additions | - | - | - | |||||
| Disposals | - | - | - | |||||
| Change in fair value | - | - | - | |||||
| At the end of the period | 736 | 736 | 736 | |||||
| 9 | Exploration assets | |||||||
| 31 December 2024 Unaudited £'000 | 31 December 2023 Unaudited £'000 | 30 June 2024 Audited £'000 | ||||||
| At the beginning of the period | 13,576 | 13,358 | 13,358 | |||||
| Additions | 131 | - | 419 | |||||
| Impairments | - | - | (201) | |||||
| Reclassification from other current assets | - | - | - | |||||
| At the end of the period | 13,707 | 13,358 | 13,576 | |||||
| 10 | Share Capital of the company | |||||||
| Number | Nominal, £'000 | |||||||
| Deferred shares of £0.0009 each | 2,371,116,172 | 2,134 | ||||||
| A deferred shares of £0.000096 each | 6,033,861,125 | 579 | ||||||
| Ordinary shares of £0.0001 each | 5,684,368,853 | 568 | ||||||
| As at 31 December 2023 | 3,281 | |||||||
| 11 | Borrowings | |||||||
| Reconciliation of Liabilities Arising from Financing Activities | ||||||||
| Group | 30 June 2024 | Cash flow loans received | Cash flow repayments | Non - cash flow Conversions | Non - cash flow Interest accrued | Non-cash flow Reclassification | Non-cash flow Forex movement | 31 Dec 2024 |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Convertible notes | 2,877 | 605 | - | (284) | 430 | (94) | - | 3,534 |
| Other loans | 916 | - | (32) | - | 329 | (4) | 13 | 1,222 |
| Total | 3,793 | 605 | (32) | (284) | 759 | (98) | 13 | 4,756 |
Half-yearly report notes for the period ended 31 December 2024, continued
12 Capital Management
Management controls the capital of the Group in order to control risks, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group's debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior period.
13 Subsequent Events
On 29 January 2025 the Company announced the extension of the maturity of convertible loan notes totaling £562,840 in principal and £22,513 of interest to 18 March 2025, the conversion of the accrued interest into 54,911,214 new ordinary shares in the company, the revision of the conversion price of the remaining loan principal to 0.075 pence per share and the issuance of warrants to noteholders representing 5% of the value of the extended principal, exercisable at the newly revised conversion price of the convertible loans. The Company further announced the issuance of 122,558,535 new ordinary shares at 0.041 pence per share in settlement of various professional fees, the issuance of 48,780,487 new ordinary shares at 0.041 pence per share for cash proceeds and the issue of 487,804,878 new ordinary shares at 0.041 pence per share in settlement of £200,000 of outstanding debt.
On 31 January 2025 the Company announced the conversion of £10,000 of debt into 28,571,428 new ordinary shares at 0.035 pence per share, with a 1 for 1 warrant exercisable for 3 years at 0.04 pence per share, and the conversion of a further £10,000 of debt into 25,000,000 new ordinary shares at a price of 0.04 pence per share with a 1 for 1 warrant exercisable for 3 years at 0.05 pence per share.
On 25 February 2025 the Company announced the conversion of £25,000 of debt into 71,428,571 new ordinary shares at a price of 0.035 pence per share, with a 1 for 1 warrant exercisable for 3 years at 0.045v pence per share.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.