Interim Consolidated Financial Statements for the six month period ended 31 March 2025

03 June 2025 

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2025.

 

Electronic copies of the report will be available at the Company’s website www.blencoweresourcesplc.com

For further information please contact:

Blencowe Resources

Sam Quinn

 

www.blencoweresourcesplc.com

Tel: +44 (0) 1624 681 250

[email protected]

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

[email protected]

 

Tavira Securities Limited

Jonathan Evans

Tel: +44 (0)203 192 1733

[email protected]

 

Interim Management Report

This report covers the period 30 September 2024 to 31 March 2025, and subsequent events to 30 April 2025.

 

During this period Blencowe has been focused on the Definitive Feasibility Study (DFS) for the Orom-Cross graphite project, and the many aspects that are part of this critical milestone.

 

Work has taken place in three key areas, namely (1) bulk sample testing and pre-qualification for offtake agreements, (2) further drilling at Orom-Cross and (3) infrastructure work at site, and other local requirements such as the updated ESIA.  In all areas Blencowe has made considerable progress as we now head into the final stages of the study, confident we have a DFS emerging that showcases a very valuable, long-term graphite project.

 

The necessity to get end products qualified with end users as the means to deliver offtake agreements has added time, cost and complexity to the DFS.  However, with the support of the Ugandan Government, Blencowe mined and shipped 600 tonnes of Orom-Cross ore to pilot testing facilities in China where extensive testing was done at both concentrate and purified stages, to ensure the end products carry the chemical characteristics the buyers are seeking.  All results to date are positive.  These tests were completed in late 2024 and samples have been sent (and continue to be sent) to many potential offtakers all over the world, for both large and small flake products.  Orom-Cross has a high-grade end product that is widely recognized as industry-leading and offtake agreements have been signed with end users covering the full range of products we will produce.

 

As part of the DFS a further 7,000m drilling program was planned for the latter stages of the DFS with three key objectives.  Firstly, to infill previous drilling to convert substantial tonnes of resources to reserves, to increase the mineable volumes (and extend the life of mine), secondly to provide geotechnical information for mine planning and pit designs, and thirdly to step out and drill new targets identified at both Northern Syncline and the exciting new Beehive deposit.  To date all drilling has been successful and core is now being sent to accredited labs in Tanzania for assaying.  Thereafter this information will feed into a revised JORC Resource report and Blencowe is hoping for a significant increase in the existing 25Mt JORC Resource for Orom-Cross. Work will be completed by the Q3 2025 and fed into the DFS thereafter.

 

Considerable work has taken place in-country to plan all necessary infrastructure to ensure Orom-Cross can move into production, including roads, power, water, communications, and camp facilities.  As part of the latest drilling program the first permanent camp has been erected at Orom-Cross which is another milestone for the Company.  This work is nearing completion and a revised ESIA (environmental report) was accepted by the Ugandan authorities earlier in 2025.  Graphite specialist technical firm CPC Engineering have been working on plant design and will ultimately sign off on the entire DFS once all parts are concluded.

 

In addition, Blencowe has been working through its proposed strategy to incorporate a downstream processing facility to produce uncoated spheronised purified graphite (USPG) in-country, which adds significant advantages and value to the overall project.  One of the most experienced SPG producers in the world has expressed their desire to build and operate this facility in Uganda under a Joint Venture arrangement with our Company, and Blencowe is working through this structure and strategy to ensure this gets incorporated into the overall DFS.  Selling a large percentage of the small flake concentrate produced by Orom-Cross into this SPG facility nearby provides an offtake outlet that is extremely valuable and differentiating to graphite peers.

 

In parallel to the Orom-Cross DFS work the Company has actively been pursuing funding alternatives, both short term (to complete the study) and longer term, to bring the project into production.  With the support of the US International Development Finance Corporation (DFC), which is the private sector lending arm of the US Government, Blencowe has been able to use the US$5 million grant funding provided by DFC to advance the Study.  In addition, funds have been raised in the UK with the support of Tavira Securities Limited, the Company’s brokers.  A long term funding solution involving both debt and equity is being worked through, with DFC envisaged as the cornerstone debt provider, but this can only begin to gather momentum once the DFS is completed.

 

The narrative above gives shareholders some idea of the wide range of work on numerous fronts, and across several continents, which is underway, all aimed at adding value to the exceptional Orom-Cross project.  Challenges remain in the graphite market, and we are well aware of these, but we have a unique project that differentiates from its peers via key fundamentals, strategy and relationships that will all come together to bring this mine into operation ahead.

 

We thank our shareholders and other stakeholders for their continued support, and we look forward to further success for the Company as we achieve these milestones.

 

Mike Ralston

Chief Executive Officer

 

Responsibility Statement of the Directors in respect of the Interim Report

 

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards (“IFRSs”), as adopted by the United Kingdom (“UK”).

 

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing these Interim Financial Statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  •  present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;
  •   provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity’s financial position and financial performance; and
  • make an assessment of the Group’s ability to continue as a going concern.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements.  Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

  •    the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;
  •  the Director’s report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and
  •    the interim report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group’s performance, business model and strategy.

Consolidated Statement of Comprehensive Income for the six month period ended 31 March 2025

  

6 months ended

31 Mar 2025

6 months ended

31 Mar 2024

12 months ended

30 Sep 2024

  

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

  

 

 

 

Exploration costs

 

(23,669)

(23,668)

Impairment of intangible assets

   

(103,279)

Administrative fees and other expenses

5

(161,205)

(682,486)

(789,707)

Operating loss

 

(161,205)

(706,155)

(916,654)

 

 

 

  

Finance costs

 

(23,363)

(19,685)

(44,987)

Loss before tax

 

(184,568)

(725,840)

(961,641)

 

 

 

  

Income tax

 

 

 

 

  

Loss after tax

 

(184,568)

(725,840)

(961,641)

 

 

 

 

 

Other comprehensive income

 

 

 

 

Exchange differences on translation of foreign operation

 

(36,489)

64,153

58,840

Other comprehensive income, net of tax

 

(36,489)

64,153

58,840

 

 

 

 

 

Total comprehensive loss

 

(221,057)

(661,687)

(902,801)

 

 

 

 

 

Basic and diluted loss per share (pence)

10

(0.09)

(0.31)

(0.45)

 

There was no other comprehensive income for the period ended on 31 March 2025.

The accompanying notes form an integral part of the Interim Financial Statements.



 

Consolidated Statement of Financial Position as at 31 March 2025

 

 

As at

31 Mar 2025

As at

31 Mar 2024

As at

30 Sept 2024

 

 

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

 

 

 

 

 

Non-Current Assets

6

10,157,290

7,061,967

7,603,793

 

 

 

 

 

Current assets

    

Trade and other receivables

7

63,534

113,470

24,442

Cash and cash equivalents

 

942

444,991

114,694

Total current assets

 

64,476

558,461

139,136

     

Total assets

 

10,221,766

7,620,428

7,742,929

     

Current liabilities

    

Creditors: Amounts falling due within one year

8

(979,757)

(1,238,944)

(1,020,375)

Surface liability

9

(140,372)

(134,953)

Total current liabilities

 

(1,120,129)

(1,238,944)

(1,155,328)

     

Non-current liabilities

    

Surface liabilities

9

(852,412)

(783,549)

(794,183)

     

Total liabilities

 

(1,972,541)

(2,022,493)

(1,949,511)

     

Net assets

 

8,249,225

5,597,935

5,793,418

     

Equity

    

Share capital

12

1,755,471

1,377,801

1,423,759

Share premium

12

11,934,727

8,986,590

9,377,229

Warrants reserves

 

126,342

428,342

428,342

Translation reserve

 

53,163

94,892

89,579

Retained earnings

 

(5,620,478)

(5,289,690)

(5,525,491)

Total equity

 

8,249,225

5,597,935

5,793,418

 

The accompanying notes on pages form an integral part of the Interim Financial Statements.

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2025

 

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

 

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2023

1,338,566

8,637,399

428,342

(4,563,850)

30,739

5,871,196

       

Total comprehensive loss for 6 months

 

 

 

 

 

 

Loss for the period

(725,840)

(725,840)

Total comprehensive loss

(725,840)

(725,840)

Contributions from equity holders

      

New shares issued

39,235

353,115

392,350

Share issue costs

(3,924)

(3,924)

Exchange differences on translation

64,153

64,153

Total contributions from equity holders

39,235

349,191

64,153

452,579

       

Balance as at 31 Mar 2024

1,377,801

8,986,590

428,342

(5,289,690)

94,892

5,597,935

 

 

 

 

 

 

 

Total comprehensive loss for 6 months

 

 

 

 

 

 

Loss for the period

(235,801)

(235,801)

Total comprehensive loss

(235,801)

(235,801)

Contributions from equity holders

 

 

 

 

 

 

New shares issued

45,958

413,618

459,576

Share issue costs

(22,979)

(22,979)

Exchange differences on translation of foreign operations

(5,313)

(5,313)

Total contributions from equity holders

45,958

390,639

(235,801)

(5,153)

431,284

 

 

 

 

 

 

 

Balance as at 30 Sep 2024

1,423,759

9,377,229

428,342

(5,525,491)

89,579

5,793,418

 

 

 

 

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

 

 

GBP

GBP

GBP

GBP

GBP

GBP

 

Balance as at 30 Sep 2024

1,423,759

9,377,229

428,342

(5,525,491)

89,579

5,793,418

 

 

 

 

 

 

 

 

 

Total comprehensive loss for 6 months

      

 

Loss for the period

(184,568)

(184,568)

 

Total comprehensive loss

(184,568)

(184,568)

 

Contributions from equity holders

 

 

 

 

 

 

 

New shares issued

331,712

2,578,909

2,910,621

 

Share issued costs

(21,411)

(21,411)

 

Warrants reserve

(302,000)

(302,000)

 

Exchange differences on translation of foreign operations

89,581

(36,416)

53,165

 

Total contributions from equity holders

331,712

2,557,498

(302,000)

89,581

(36,416)

2,640,373

 

       

 

Balance as at 31 Mar 2025

1,755,471

11,934,727

126,342

(5,620,478)

53,163

8,249,225

 

              

 

 

The accompanying notes form an integral part of the Interim Financial Statements.

Consolidated Statement of Cash Flows for the six month period ended 31 March 2025

  

As at

31 Mar 2025

As at

31 Mar 2024

As at

30 Sept 2024

  

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

Operating activities

 

 

 

 

Loss after tax

 

(184,568)

(725,839)

(961,641)

Depreciation

 

Finance costs

 

23,363

19,685

44,987

Impairment

 

103,279

Warrant cost/(warrants fair value adjustment)

 

(302,000)

Unrealised currency translation

 

(84,348)

126,864

204,739

Changes in working capital

    

Decrease/(increase) in trade and other receivables

7

(39,092)

(81,607)

7,422

Increase/(decrease) in trade and other payables

8

(35,199)

162,775

(139,893)

Net cash flows from operating activities

 

(621,844)

(498,122)

(741,107)

     

Investment activities

    

Government grant

6

1,600,178

2,787,090

Investment in exploration assets

 

(2,381,118)

(1,175,345)

(2,846,130)

Net cash flows from investment activities

 

(2,381,118)

(424,833)

(59,040)

     

Financing activities

 

   

Shares issued (net of issue cost)

 

2,889,210

388,427

784,988

Net cash flows from financing activities

 

2,889,210

388,427

784,988

     

Increase in cash and short-term deposits

 

(113,752)

315,138

(15,159)

     

Cash and short-term deposits brought forward

 

114,694

129,853

129,853

     

Cash and cash equivalents at end of period

 

942

444,991

114,694

 

The accompanying notes form an integral part of the Interim Financial Statements.

Notes to the Financial Statements for the six month period ended 31 March 2025

  1. General

Blencowe Resources Plc (the “Company”) is a public limited company incorporated and registered in England and Wales on 18 September 2017 with registered company number 10966847 and its registered office situated in England and Wales at 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.

The Group did not earn any trading income during the period under review but incurred expenditure in developing its principal assets.

The Consolidated Interim Financial Statements of the Company for the six month period ended 31 March 2025 comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”).

2.   Accounting Policies

Basis of preparation

The Interim Financial Statements of the Group are unaudited condensed financial statements for the six month period ended 31 March 2025.

The accounting policies applied by the Group in these Interim Financial Statements, are the same as those applied by the Group in its consolidated financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 September 2024 which have been prepared in accordance with IFRS as adopted by UK. The Group Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

The Group Financial Statements are presented in GBP, which is the Group’s functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

Government grants

The Group is recognising government grants. Government grants are recognized once the entity has complied with conditions attaching to them and they have been received. Governments grants are accounted for using the capital approach under which a grant is recognized outside the profit and loss. Government grants related to assets, are presented in the statement of financial position by deducting the grant in arriving at the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

Comparative figures

The comparative figures have been presented as the Group Financial Statements cover the 6 month period ended 31 March 2024 and the 12 month period ended 30 September 2024.

  1. Critical accounting estimates and judgments

In preparing the Group’s Interim Financial Statements, the Directors have to make judgments on how to apply the Group’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Group Financial Statements.

  1. Significant accounting policies

The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Blencowe Resources Plc for the year ended 30 September 2024.  A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com/

  1. Administrative fee and other expenses

 

6 months ended

 31 Mar 2025

6 months ended

31 Mar 2024

12 Months ended

30 Sep 2024

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Directors’ remuneration

85,028

69,857

153,556

Professional fees

100,484

80,001

129,617

Salaries

75,000

75,000

150,000

Listing fees

66,090

20,933

43,238

Audit fees

27,945

33,498

42,000

Warrant cost/(warrants fair value adjustment)

(302,000)

Administration fees

23,500

23,500

47,000

Sponsorship

5,348

5,690

Broker fees

23,817

18,434

33,241

Travelling expenses

35,113

11,034

16,395

Ugandan taxes

342,751

Miscellaneous fees

24,160

4,445

42,884

Royalties

1,244

Foreign currency (gain)/loss

(3,280)

(3,901)

131,776

Total

161,205

682,486

789,707

 

The Group had two employees who are key management personnel and three Directors. The Directors and the key management personnel’s remuneration related solely to short term employee benefits.

The £302,000 is a fair value adjustment on the warrants that have expired in 2024 and not exercised by the directors and management.

  1. Non-Current assets

For the period ended 31 March 2025 intangible assets represents capitalised costs associated with the Group’s exploration, evaluation and development of mineral resources net of any Government grants received.

 

6 months ended

31 Mar 2025

(Unaudited)

GBP

6 months ended

31 Mar 2024

(Unaudited)

GBP

12 months ended

30 Sept 2024

(Audited)

GBP

Exploration assets

12,944,380

8,662,145

10,390,883

Property, Plant and Equipment

Grant from US Government (Refer below)

(2,787,090)

(1,600,178)

(2,787,090)

Total

10,157,290

7,061,967

7,603,793

 

The company signed a US$5 million agreement with the U.S. International Development Finance Corporation (“DFC”) in order to provide substantial funding for the Orom Cross Definitive Feasibility Study programme, via a Technical Assistance Grant (“TAG”).  The DFC is a proxy for the US Government which funds the organisation and ultimately sets its vision, parameters and funding distribution. DFC payments will be made as agreed feasibility study milestones are achieved. As part of the US$5 million Technical Assistance Grant (“TAG”) the DFC has a right of first refusal on commercial terms to arrange project financing for the Orom-Cross project, which may deliver Blencowe with a full funded solution to bring Orom-Cross into production with support from a major financial institution. The agreement is subject to various events of default.

7.   Trade and other receivables

 

6 months ended

 31 Mar 2025

6 months ended

31 Mar 2024

12 Months ended

30 Sep 2024

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Other receivables

25,806

35,166

8,948

Prepayments

37,728

78,304

15,494

Total

63,534

113,470

24,442

  1. Creditors: Amounts falling due within one year

 

6 months ended

 31 Mar 2025

6 months ended

31 Mar 2024

12 Months ended

30 Sep 2024

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Payables

742,671

707,912

634,918

Surface liabilities (Note 9)

Accruals and provision

22,000

194,352

76,048

Ugandan taxes

215,086

336,680

309,409

Total

979,757

1,238,944

1,020,375

9.   Surface liabilities

Blencowe Resources Uganda Limited, the Company’s subsidiary entered into an agreement for surface rights over the land in the mineral area of the licence. The land owners granted Blencowe Resources Uganda Limited a 49 year lease over an area. The liability to the land owners is to be paid in 8 instalments at defined dates with the final payment due in 2035.

 

6 months ended

 31 Mar 2025

6 months ended

31 Mar 2024

12 Months ended

30 Sep 2024

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Total payable at the beginning of the period

929,136

818,915

818,915

Utilisation

148,468

Interest charged during the period

23,363

19,685

44,987

Exchange loss on valuation

40,285

(55,051)

(83,234)

Total payable as at period end

992,784

783,549

929,136

 

 

 

 

Analysis between current and non-current liability

 

 

 

Payable within 12 months

140,372

134,953

Payable after 12 months

852,412

783,549

794,183

 

992,784

783,549

929,136

 

The value of the lease is measured at the present value of the contractual payments due to the lessor

over the lease term, with the discount rate of 5%.

  1. Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

 

6 months ended

 31 Mar 2025

6 months ended

31 Mar 2024

12 Months ended

30 Sep 2024

 

(Unaudited)

(Unaudited)

(Audited)

Earnings

GBP

GBP

GBP

Loss from continuing operations for the period attributable to the equity holders of the Group

(221,057)

(661,687)

(961,641)

Number of shares

   

Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share

   

240,954,698

210,540,876

216,036,425

Basic and diluted loss per share (pence)

(0.09)

(0.31)

(0.45)

 

There are no potentially dilutive shares in issue.

  1. Related party transactions

The are no related party transactions during the period except for the Directors’ remuneration, which have been disclosed in note 5.

 

Sam Quinn is a director and shareholder of the Company and a Director of Lionshead Consultants Limited.  During the period, Lionshead Consultants Limited charged fees for consultancy fees of £40,000 (31 March 2024: £18,000 and 30 Sep 2024: £36,000).

There is no material impact on the Group’s basis or diluted earnings per share and no impact on the total operating, investing or financing cashflows for the half year ended 31 March 2025.

  1. Events after the reporting date

On 8 April 2025 the Company announced that they had signed a non-binding offtake agreement with TaiDa, to supply an initial 5000t per year of 96% graphite concentrate for three years with potential expansion later. This agreement covers 50% of initial Phase 1 of production of 10,000tpa targeted from 2026. Pricing expected to reflect premium markets and will be confirmed post-DFS and financing at binding stage.

On 15 April 2025 the Company announced that it had successfully raised gross proceeds on £1 million through the issue of 33,333,334 new ordinary shares. On the same date the Company also announced a retail offer via BookBuild of new ordinary shares raising up to £0.1 million.

On 7 May 2025 the Company announced the successful ongoing drilling on its 6,750 metres exploration program at Orom-Cross project in Northern Uganda was nearing completion. Its permanent exploration camp construction was advancing onsite, and government approval was in place for export of assay samples for testing.

On 23 May 2025 the Company announced that they had received a further US$0.5 million from the US International Development Finance Corporation (DFC) taking total funds received under the overall US$5.0 million technical assistance grant to $4.0 million. This grant funding is non-dilutive and comes with no requirement to repay under any circumstances.

For further information please contact:

 

Blencowe Resources Plc

Sam Quinn

 

www.blencoweresourcesplc.com

Tel: +44 (0)1624 681 250

[email protected]

 

Investor Relations

Sasha Sethi

Tel: +44 (0) 7891 677 441

[email protected]

 

Tavira Financial – Financial Adviser & Broker

Jonathan Evans

Tel: +44 (0)20 3192 1733

[email protected]

 

 

Twitter https://twitter.com/BlencoweRes

LinkedIn https://www.linkedin.com/company/72382491/admin/

 

Background

Orom-Cross Graphite Project

Orom-Cross is a potential world class graphite project both by size and end-product quality, with a high component of more valuable larger coarse flakes within the deposit.

A 21-year Mining Licence for the project was issued by the Ugandan Government in 2019 following extensive historical work on the deposit.  Blencowe completed a successful Pre-Feasibility Study on the Project in July 2022 and is now within the Definitive Feasibility Study phase as it drives towards first production.

Orom-Cross presents as a large, shallow open-pitable deposit, with an initial JORC Indicated & Inferred Mineral Resource of 24.5Mt @ 6.0% TGC (Total Graphite Content). This Resource has been defined from only ~2% of the total tenement area which presents considerable upside potential ahead.  Development of the resource is expected to benefit from a low strip ratio and free dig operations together with abundant inexpensive hydro-electric power off the national grid, thereby ensuring low operating costs.  With all major infrastructure available at or near to site the capital costs will also be relatively low in comparison to most graphite peers.

In 3Q 2024 Blencowe introduced a Joint Venture concept with experienced downstream graphite processing partners to ultimately produce upgraded 99.95% SPG in Uganda.  This strategy has several key advantages plus substantial cost savings which will assist deliver a world class project once DFS is completed.