Interim Consolidated Financial Statements

for the six month period ended 31 March 2026

26 May 2026

 

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2026.

 

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 six month period from 1 October 2025 to 31 March 2026, and subsequent events to 26 May 2026.

 

During this period the Company has been Blencowe has been focused on completion of the Definitive Feasibility Study (DFS) for the Orom-Cross graphite project, completion of the Stage 7 drilling programme, identifying new offtake partners and launching its project financing strategy to take Orom-Cross into first stage production, targeted for 2027.

 

The DFS was completed in December 2025 with considerable success, highlighted by a US$1.087 billion Net Present Value10 and an IRR10 of 96% – both are exceptional results which underline the value in both the mining operation as well as the proposed downstream beneficiation strategy to purify graphite products.  All this is completed for a capital expenditure of US$170 million, which includes the beneficiation facility and all Orom-Cross ramping up to commercial scale production.  This capital amount is considered low by peer comparison.

 

The DFS remains work in progress with value enhancement happening at all times and an updated DFS will be announced to market in the near term taking into account various factors that have changed in the past six months.  Orom-Cross remains a standout graphite project with many fundamental key advantages that differentiate it from its peers, which provide it with a better chance of success once operations commence.  This includes low percentile capital spend to start up as well as low percentile operating costs once in ramped up production.

 

The Stage 7 drill programme was completed in Q4 2025, and drilling results have been flowing through continuously as labs complete their work, providing a steady news flow that highlights the large scale graphite deposit within Orom-Cross.  Two new deposits were discovered in this programme – Iyan and Beehive – and both have delivered significant results.  Iyan added a further 16.9Mt at 6.0% TGC and Beehive a further 21.3Mt at 6.58% TGC – together a 168% increment to JORC Resource for a revised project total of 64Mt at 6.03% TGC as at May 2026.  JORC Reserves were also increased to 23.08Mt at 5.18% TGC and these added tonnes make a difference to the mineable quantity for the project.

 

Furthermore, Blencowe drilled 6 holes (3 at Iyan and 3 at Beehive) below the 30 metres depth all holes have been drilled to date, down to 110 metres to consider depth extensions.  All 6 holes were in near-constant mineralization down to end of holes and all ended in graphite, which provides a strong indication of the quantity of graphite that sits below the current deposits, and what may be drilled into Reserves ahead as and when further mineable tonnes are required.

 

All in all, this was a very successful drill programme and with nearly 40Mt added as JORC Resources at higher grades for under US$10/tonne this is an excellent result that sets up Blencowe for the future.

 

Work has continued at all times on identifying offtake partners including the Company entering into non-binding offtake agreements.  As at May 2026, the Company has already allocated all of the P1 Production requirements in sale agreements (up to 20,000tpa concentrates) and now is adding to this focusing on the larger P2 Production amounts (70,000tpa concentrates).  All sale contracts will move to binding agreements once project finance funding is in place and Blencowe is confident of product delivery.  The high quality of Orom-Cross end products is proving to be very valuable in advancing these relationships and the Company is confident this offtake exercise will gather momentum once project financing funding is secured to commence building the P1 Production facilities.  The bulk sample test work completed in 2025 has proven to be of significant value in this process and Blencowe continues to provide samples to new interested potential buyers worldwide. 

 

The Company is focused on selling its graphite product into western markets as a priority as they generally pay higher prices although sales into Asian markets will also be considered to provide a well-rounded sales market.  New product lines are being tested all the time and Blencowe has added micronised products and industrial diamonds to its list most recently, with successful testing of Orom-Cross graphite in rocket nozzles opening doors to further defense applications.

 

The Company’s next hurdle is to close the project financing funding of approximately US$45 million to commence P1 Production in 2027.  A variety of funding strategies have been considered, including both debt and equity, and Blencowe will continue to work towards delivering tangible results as soon as possible.  There are several interested parties considering investment and going through the due diligence process and Blencowe will update the market once these options progress to the next stage.

 

The market has responded favorably and the Company’s share price and market capitalisation reflect the progress made in 2025. The Company has received the support of existing and new shareholders during the period and will continue to work on adding further new institutional investors. The Company never takes success for granted, despite ownership of a world class asset in a safe location within a graphite market that is expanding fast, and the executive team will continue to add value wherever it can to deliver the best possible results and chances for success 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 all 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 to 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 2026

  

6-month period ended

31 Mar 2026

6-month period ended

31 Mar 2025

12-month period ended

30 Sep 2025

  

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

  

 

 

 

Exploration costs

 

(107,005)

(67,444)

Impairment of intangible assets

   

Administrative fees and other expenses

5

(910,929)

(161,205)

(1,468,799)

Operating loss

 

(1,017,934)

(161,205)

(1,536,243)

 

 

 

  

Finance costs

 

(23,503)

(23,363)

(46,462)

Loss before tax

 

(1,041,437)

(184,568)

(1,582,705)

 

 

 

 

Income tax

 

  

 

  

Loss after tax

 

(1,041,437)

(184,568)

(1,582,705)

 

 

 

 

 

Other comprehensive income

 

 

 

 

Exchange differences on translation of foreign operations

 

(22,441)

(36,489)

170,299

Other comprehensive loss, net of tax

 

(22,441)

(36,489)

170,299

 

 

 

 

 

Total comprehensive loss

 

(1,063,878)

(221,057)

(1,412,406)

 

 

 

 

 

Basic and diluted loss per share (pence)

10

(0.31)

(0.09)

(0.54)

 

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

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Financial Position as at 31 March 2026

 

 

 

As at

31 Mar 2026

As at

31 Mar 2025

As at

30 Sep 2025

 

 

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

 

 

 

 

 

Non-Current Assets

6

13,593,810

10,157,290

10,701,212

 

 

 

 

 

Current assets

    

Trade and other receivables

7

62,493

63,534

171,963

Cash and cash equivalents

 

2,133,021

942

868,284

Total current assets

 

2,195,514

64,476

1,040,247

 

    

Total assets

 

15,789,324

10,221,766

11,741,459

     

Current liabilities

    

Creditors: Amounts falling due within one year

8

(401,147)

(979,757)

(497,216)

Surface liability

9

(118,828)

(140,372)

(142,139)

Total current liabilities

 

(519,975)

(1,120,129)

(639,355)

 

    

Non-current liabilities

    

Surface liabilities

9

(817,320)

(852,412)

(858,785)

     

Total liabilities

 

(1,337,295)

(1,972,541)

(1,498,140)

     

Net assets

 

14,452,029

8,249,225

10,243,319

 

    

Equity

    

Share capital

11

2,751,273

1,755,471

2,137,753

Share premium

11

19,226,748

11,934,727

14,196,324

Warrants reserves

 

386,205

126,342

757,561

Translation reserve

 

237,436

53,163

259,877

Retained earnings

 

(8,149,633)

(5,620,478)

(7,108,196)

Total equity

 

14,452,029

8,249,225

10,243,319

 

 

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

 

Consolidated Statement of Changes in Equity for the six-month period ended 31 March 2026

 

Share capital

Share premium

Warrants reserves

Accumulated losses

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)

Exchange differences on translation of foreign operations

89,581

36,416

53,165

Total comprehensive loss

(94,987)

36,416

(131,403)

Contributions from equity holders

      

New shares issued

331,712

2,578,909

2,910,621

Share issue costs

(21,411)

(21,411)

Warrants reserve

(302,000)

(302,000)

Total contributions from equity holders

331,712

2,557,498

(302,000)

2,587,210

       

Balance as at 31 Mar 2025

1,755,471

11,934,727

126,342

(5,620,478)

53,163

8,249,225

 

 

 

 

 

 

 

Total comprehensive loss for 6 months

 

 

 

 

 

 

Loss for the period

(1,487,718)

(1,487,718)

Exchange differences on translation of foreign operations

207,714

207,714

Total comprehensive loss

(1,487,718)

207,714

(1,280,004)

Contributions from equity holders

 

 

 

 

 

 

New shares issued

382,282

2,488,319

2,870,601

Share issue costs

(226,722)

(226,722)

Warrants reserves

631,219

631,219

Total contributions from equity holders

382,282

2,261,597

631,219

3,275,098

 

 

 

 

 

 

 

Balance as at 30 Sep 2025

2,137,753

14,196,324

757,561

(7,108,196)

259,877

10,243,319

 

Consolidated Statement of Changes in Equity for the six-month period ended 31 March 2026 (continued)

 

Share capital

Share premium

Warrants reserves

Accumulated losses

Translation reserve

Total equity

 

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2025

2,137,753

14,196,324

757,561

(7,108,196)

259,877

10,243,319

 

 

 

 

 

 

 

Total comprehensive loss for 6 months

      

Loss for the period

(1,041,437)

(1,041,437)

Exchange differences on translation of foreign operations

(22,441)

(22,441)

Total comprehensive loss

(1,041,437)

(1,063,878)

Contributions from equity holders

 

 

 

 

 

 

New shares issued

613,520

5,263,276

5,876,796

Share issued costs

(232,852)

(232,852)

Warrants reserves

(371,356)

(371,356)

Total contributions from equity holders

613,520

5,030,424

(371,356)

5,275,588

       

Balance as at 31 Mar 2026

2,751,273

19,226,748

386,205

(8,149,633)

237,436

14,452,029

 

 

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 2026

  

6 months ended

31 Mar 2026

6 months ended

31 Mar 2025

12 months ended

30 Sep 2025

 

 

(Unaudited)

(Unaudited)

(Audited)

 

Notes

GBP

GBP

GBP

Operating activities

 

  

 

Loss after tax

 

(1,041,437)

(184,568)

(1,582,705)

Finance costs

 

23,503

23,363

46,462

Share based payment/ (fair value adjustment on warrants)

 

(371,356)

(302,000)

329,219

Unrealised currency translation

 

(109,780)

(84,348)

96,264

Changes in working capital

    

Decrease/(increase) in trade and other receivables

7

109,469

(39,092)

(147,523)

Increase/(decrease) in trade and other payables

8

(119,381)

(35,199)

(590,973)

Net cash flows from operating activities

 

(1,508,982)

(621,844)

(1,849,256)

     

Investment activities

    

Government grant

6

924,272

Investment in exploration assets

 

(2,308,763)

(2,381,118)

(2,338,878)

Net cash flows from investment activities

 

(2,308,763)

(2,381,118)

(1,414,606)

     

Financing activities

 

   

Advance payment for share capital

 

75,000

Shares issued (net of issue cost)

 

5,082,482

2,889,210

3,942,452

Net cash flows from financing activities

 

5,082,482

2,889,210

4,017,452

 

    

Increase in cash and short-term deposits

 

1,264,737

(113,752)

753,590

     

Cash and short-term deposits brought forward

 

868,284

114,694

114,694

     

Cash and cash equivalents at end of period

 

2,133,021

942

868,284

 

 

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 2026

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 2026 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 2026.

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 2025 which have been prepared in accordance with IFRS 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 recognised once the entity has complied with conditions attaching to them and they have been received. Government grants are accounted for using the capital approach under which a grant is recognised 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 recognised 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 2025 and the 12-month period ended 30 September 2025.

3.   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.

4.   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 2025.  A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com/

5.   Administrative fee and other expenses

 

6-month period ended

 31 Mar 2026

6-month period ended

31 Mar 2025

12-month period ended

30 Sep 2025

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Directors’ remuneration

384,700

85,028

170,453

Professional fees

248,305

100,484

406,568

Salaries

187,500

75,000

142,500

Listing fees

171,326

66,090

140,331

Audit fees

25,559

27,945

48,945

Surface liability adjustment

(24,710)

Share based payments/ (fair value adjustment on warrants)

(371,356)

(302,000)

329,219

Administration fees

47,030

23,500

58,500

Broker fees

101,603

23,817

25,036

Travelling expenses

60,159

35,113

50,377

Miscellaneous fees

153,401

29,508

7,708

Foreign currency (gain)/loss

(97,299)

(3,280)

113,839

Total

910,929

161,205

1,468,799

 

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 £371,356 Share based payments/ (fair value adjustment on warrants) is an adjustment of the options that were issued prior however reversed post year end and reissued post year end and exercised by the directors and management during the same period.

6.   Non-Current assets

For the period ended 31 March 2026 intangible assets represents capitalised costs associated with the Group’s exploration, evaluation and development of mineral resources net of any Government grants received.

 

As at

31 Mar 2026

(Unaudited)

GBP

As at

31 Mar 2025

(Unaudited)

GBP

As at

30 Sep 2025

(Audited)

GBP

Exploration assets

17,305,172

12,944,380

14,412,574

Grant from US Government (Refer below)

(3,711,362)

(2,787,090)

(3,711,362)

Total

13,593,810

10,157,290

10,701,212

 

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

 

As at

 31 Mar 2026

As at

31 Mar 2025

As at

30 Sep 2025

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Other receivables

29,527

25,806

147,603

Prepayments

32,966

37,728

24,360

Total

62,493

63,534

171,963

8.   Creditors: Amounts falling due within one year

 

As at

 31 Mar 2026

As at

31 Mar 2025

As at

30 Sep 2025

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Payables

349,244

742,671

269,940

Advance payment of share capital

75,000

Accruals and provision

22,500

22,000

45,755

Ugandan taxes

29,403

215,086

106,521

Total

401,147

979,757

497,216

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.

 

As at

 31 Mar 2026

As at

31 Mar 2025

As at

30 Sep 2025

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Total payable at the beginning of the period

1,000,924

929,136

929,136

Change in estimate

(15,116)

25,640

Payments

(15,819)

Interest charged during the period

23,503

23,363

46,462

Exchange loss on valuation

(73,163)

40,285

(314)

Total payable as at period end

936,148

992,784

1,000,924

 

 

 

 

Analysis between current and non-current liability

 

 

 

Payable within 12 months

118,828

140,372

142,139

Payable after 12 months

817,320

852,412

858,785

 

936,148

992,784

1,000,924

 

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%.

10. Loss per share

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

 

 

6-month period ended

 31 Mar 2026

6-month period ended

31 Mar 2025

12 month period ended

30 Sep 2025

 

(Unaudited)

(Unaudited)

(Audited)

Earnings

GBP

GBP

GBP

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

(1,041,437)

(184,568)

(1,582,705)

Number of shares

   

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

   

330,852,107

240,954,698

295,608,560

Basic and diluted loss per share (pence)

(0.31)

(0.09)

(0.54)

 

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 2026.

 

There are no potentially dilutive shares in issue.

11. Share capital

 

Number of shares issued

Nominal value per share

Share capital

Share premium

Total share capital

 

 

GBP

GBP

GBP

GBP

 

 

 

 

 

 

As at 30 Sep 2024

209,418,470

0.005

1,432,759

9,377,229

10,800,988

 

 

 

 

 

 

Issue of Ordinary shares

142,798,607

0.005

713,994

5,067,228

5,760,389

Share issue costs

(248,133)

(248,133)

 

 

 

 

 

 

As at 30 Sep 2025

369,217,077

0.005

2,137,753

14,196,324

16,334,077

 

 

 

 

 

 

Issue of Ordinary shares

122,703,759

0.005

613,250

5,263,277

5,876,797

Share issue costs

(232,852)

(232,852)

As at 31 March 2026

491,920,836

0.005

2,751,272

19,226,749

21,978,021

 

12. Related party transactions

There 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 £90,000 (31 March 2025: £40,000 and 30 Sep 2025: £60,000).

13. Events after the reporting date

On 7 May 2026, it was announced that graphite concentrate from Orom-Cross Graphite Project in Uganda was being used in a rocket component testing programme in the United States, with the initial firing successfully completed and early observations indicate encouraging performance in high temperature applications.

 

Blencowe Resources Plc

www.blencoweresourcesplc.com

 

Sam Quinn (Director)

Tel: +44 (0)1624 681 250

[email protected]

 

Sasha Sethi (Investor Relations)

Tel: +44 (0) 7891 677 441

[email protected]

Tavira Financial (Joint Broker):

 

Jonathan Evans

 

 

Tel: +44 (0)20 3192 1733

[email protected]

Oak Securities (Joint Broker):

 

Calvin Man /Mungo Sheehan / Jerry Keen

 

 

Tel: +44 (0)20 3973 3678

  

Twitter

https://twitter.com/BlencoweRes

LinkedIn

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