Interim Financial Report for the six months ended 31 December 2025
CHIEF EXECUTIVE OFFICER’S STATEMENT
Tamar Minerals Plc
For the 6 months ended 31 December 2025
Dear Shareholder,
In addition, the Company has acquired Godolphin Mining (UK) Limited which holds the Duke of Leeds Mi
I am pleased to present the interim financial report for Tamar Minerals Plc for the six months ended 31 December 2025.
Following the reverse takeover of Godolphin Exploration Limited in May 2025, which transformed the Company into a dedicated tin and copper explorer focused on the historic mining districts of Devon and Cornwall, the Group has continued to integrate operations and advance planning for our key UK assets.
During the period we maintained our exploration portfolio, with ongoing costs reflected in the reported loss before tax of £141,758. This figure primarily comprises administrative, corporate and exploration expenses incurred as we position the Company for active fieldwork. Our Australian exploration and evaluation assets were £3,043,973 at period end (after foreign exchange translation effects). We continue to evaluate monetisation opportunities on the Specimen Hill and Mount Cassidy projects, including the expected completion of the White Energy earn-in post period end.
In March 2026, we successfully closed a £2.04 million fundraising and acquisition of mineral rights that we previously only had under option. This comprised a £1.7 million gross equity raise together with the acquisition of Godolphin Mining (UK) Limited. The proceeds, net of costs and after settling certain director loans through share subscriptions, provide the Company with a strong working-capital position and the resources required to execute our near-term exploration plans.
With this capital now in place, we intend to commence drilling at Great Wheal Vor later this year, targeting the depth extensions of the high-grade Main Lode. Great Wheal Vor was one of Cornwall’s premier tin producers in the 19th century. Mining ceased in 1878 due to the lode dipping into adjacent mineral rights that are now under our control. Grades at the base of the main lode were estimated historically to have been 3m to 5m wide at circa 3.5% Sn. We will be aiming to test the historical thesis with the upcoming drill programme.
This is a programme I have wanted to drill for many years, and with recent strength in tin prices coupled with strong fundamentals and growing Government and global interest in critical metals in the South West of England, the timing could not be better. We continue to evaluate further mineral rights acquisitions across the region, supported by our proprietary 3D model of over 338 historic mines, which assists in prioritising targets and building a pipeline for future growth. We remain confident in the long-term potential of a hub-and-spoke mining model in the South West, leveraging nearby processing capacity at projects such as Hemerdon and South Crofty.
The Board and I would like to extend our thanks to long term and new shareholders for their support through the recent capital raise and look forward to providing regular updates as we mobilise the drill rig and progress our exploration activities in 2026.
Mark Thompson
Chief Executive Officer
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 DECEMBER 2025
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of Directors on 27 March 2026.
Signed on behalf of the Board by:
Mark Thompson
Director Company number: 05173250
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 DECEMBER 2025
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2023
The accompanying notes form part of these financial statements.
GENERAL INFORMATION
Tamar Minerals Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The consolidated entity (the “Group”) consists of Tamar Minerals Plc (Tamar and or the “Company”) and the entities it controlled at the end of, or during, the six months ended 31 December 2025. The principal activity of the Group during the financial period was mineral exploration.
- BASIS OF PREPARATION
These condensed interim consolidated financial statements (“the interim financial statements”) of the Group are for the six months ended 31 December 2025 and are presented in Sterling which is the Company’s presentational currency. These interim financial statements have not been reviewed or audited.
The interim financial statements have been prepared in accordance with the recognition and measurement principles of IFRS as adopted by the European Union (EU) and on the same basis and using the same accounting policies as applied in the Company’s 2025 Annual Report and statutory accounts for the year ended 30 June 2025.
The statutory accounts for the year ended 30 June 2025 have been filed with the Registrar of Companies. The auditor’s report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The current Group was formed through a Reverse Takeover (“RTO”) acquisition by the Company of Godolphin Exploration Limited on 12 th May 2025.
Comparatives consist of the unaudited six months ended 31 December 2024 compiled from the accounting records of the accounting acquirer (Godolphin Exploration Limited) which were not previously published, and the audited 15 months ended 30 June 2025, as presented in the audited annual financial statements.
Comparatives are presented as a continuation of the accounting acquirer using the legal parent’s (Tamar Minerals Plc) equity structure. The reverse acquisition reserve at 31 December 2024 differs from that reported at the RTO date in the 2025 annual financial statements due to movements in the accounting acquirer’s share capital and premium between 1 July 2024 and the RTO date, and other presentation reclassifications.
The interim financial statements have been prepared on a going concern basis under the historical cost convention. The Directors believe that the going concern basis is appropriate for the preparation of these interim financial statements as the Company is in a position to meet all its liabilities as they fall due following the completion of a £1.7m gross fundraise in March 2026.
The interim financial statements for the six months ended 31 December 2025 were approved by the Board on 27 March 2026.
- DIVIDEND
The Board is not recommending the payment of an interim dividend for the period ended 31 December 2025.
- EXPLORATION AND EVALUATION EXPENDITURE
|
31 December 2025 |
31 December 2024 |
30 June 2025 |
|
|||
|
£ |
£ |
£ |
|
|||
|
Non-producing properties |
||||||
|
Balance at the beginning of the period |
|
2,947,624 |
– |
– |
||
|
Recognition on reverse acquisition |
|
– |
– |
2,947,624 |
||
|
Foreign exchange movement |
|
96,349 |
– |
– |
||
|
Balance at the end of the period |
|
|
3,043,973 |
– |
2,947,624 |
Exploration and Evaluation Expenditure represents capitalised expenditure less any impairment on the Group’s exploration licences in Australia held by its wholly owned subsidiary, Signature Gold Pty Ltd, being the Specimen Hill and Mount Cassidy projects.
The ultimate recoupment of balances carried forward in relation to areas of interest still in the exploration or valuation phase is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas. The Directors have taken into consideration a number of factors when assessing the potential for impairment of these assets, including the likelihood of monetising these projects through existing and potential agreements with third-parties, and have concluded that no impairment is necessary at the balance sheet date.
- TRADE AND OTHER RECEIVABLES
|
31 December 2025 |
31 December 2024 |
30 June 2025 |
|
|
£ |
£ |
£ |
|
|
Current |
|||
|
Other receivables |
– |
– |
130,857 |
|
Prepayments |
40,093 |
7,972 |
15,295 |
|
GST and VAT receivable |
25,339 |
11,070 |
23,927 |
|
65,432 |
19,042 |
170,079 |
No receivables were past due or provided for at the period end or at the previous year end. The Directors consider the carrying amount of trade and other receivables approximates to be their fair value.
- TRADE AND OTHER PAYABLES
|
31 December 2025 |
31 December 2024 |
30 June 2025 |
|
|
£ |
£ |
£ |
|
|
Current |
|||
|
Trade payables |
124,166 |
– |
53,643 |
|
Other payables |
194,005 |
17,774 |
231,121 |
|
Accrued expenses |
70,000 |
531 |
112,198 |
|
388,171 |
18,305 |
396,962 |
|
|
Non-Current |
|||
|
Other payables |
152,418 |
– |
163,949 |
|
152,418 |
– |
163,949 |
|
|
Total Trade and other payables |
540,589 |
18,305 |
560,911 |
- EVE NTS AFTER THE REPORTING PERIOD
On 3 March 2026 the Company issued 56,475,825 new ordinary shares of 0.2p each at a subscription price of 3p per share to raise gross proceeds of £1,694,275. At the same time the Company issued 11,666,667 new ordinary shares of 0.2p each at a subscription price of 3p per share for the acquisition of Godolphin Mining (UK) Limited for a consideration of £350,000.
Of the £1,694,275 proceeds noted above, £140,000 was settled in lieu of repayment of loans due to Godolphin Minerals Limited, a company in which Mark Thompson is a Director, and £151,525 was settled in lieu of outstanding loans and fees owed to Brett Boynton, a Director of the Company. The remainder was settled, net of placing costs, in cash.
In part consideration for professional services rendered in connection with the Fundraising, VSA Capital Limited were granted 1,000,000 warrants to subscribe for new ordinary shares in the Company at the Issue Price of 3p per share for a period of three years, expiring on 3 March 2029.
neral Rights Estate from certain shareholders of the Company for a consideration of £350,000 payable in 11,666,667 New Ordinary Shares at the Issue Price (” the Acquisition “). Together, the Fundraise and Acquisition amounts to £2.04m resulting in the issuance of 68,142,492 New Ordinary Shares.
Use of Proceeds
The principal purpose of the Fundraise is to finance exploration drilling at Great Wheal Vor, targeting high-grade tin extensions to the Main Lode. A portion of the proceeds will be applied towards the substantial repayment of all existing shareholder and director loans with the amounts repaid to be reinvested by way of subscription for shares in the Fundraise. Certain proceeds will be allocated to general and administrative expenses, providing working capital support for a period of approximately 12 months. The remaining proceeds will be retained as contingency capital to provide financial flexibility in respect of exploration activities and general corporate purposes.
Acquisition of Duke of Leeds Mineral Rights Estate
The Duke of Leeds Mineral Rights Estate in Cornwall is currently owned by Godolphin Mining (UK) Limited, which was acquired in 2019 by Godolphin Minerals Limited, which is owned by Tamar Minerals plc chairman Mark Thompson, together with David Lilley and Henry Maxey who are significant shareholders in Tamar Minerals plc. The consideration for the Acquisition is £350,000 payable in 11,666,667 New Ordinary Shares.
The Acquisition eliminates the minimum rent and all lease-based royalties that would otherwise apply on production. The acquisition will secure the mineral rights as a permanent asset of the Company and remove the requirement for ongoing annual option payments
The independent directors of the Company having exercised reasonable care, skill and diligence, consider the terms of the Acquisition to be fair and reasonable as far as the shareholders of the issuer are concerned.
Director Participation in the Fundraise
Mark Thompson, the Chief Executive of the Company has subscribed for 8,333,333 New Ordinary Shares for a consideration of £249,999.99. In addition, Godolphin Minerals, of which Mark Thompson is a director and substantial shareholder, has also subscribed for 11,666,667 New Ordinary Shares for a consideration of £350,000 in relation to the Acquisition of Duke of Leeds Mineral Rights Estate.
Additionally, Godolphin Minerals Limited subscribed for 4,666,666 New Ordinary Shares in lieu of the repayment of £139,999.98 in loans outstanding to the Company and these will be repaid subsequently through New Ordinary Shares at the Issue Price to the amount of £139,999.98. The independent directors of the Company having exercised reasonable care, skill and diligence, consider the terms of the loan repayment to be fair and reasonable as far as the shareholders of the issuer are concerned.
Brett Boynton, a director of the Company, is owed £151,524.99 in respect of outstanding loans and fees. As part of the Fundraise, Mr Boynton has subscribed for New Ordinary Shares at the Issue Price in the full amount of £151,524.99, through the issue of 5,050,833 New Ordinary Shares.
Directors’ Participation in the Fundraise as follows:
| Number of New Ordinary Shares Acquired in Fundraise | Total Shareholding | % of Shareholding | |
| Mark Thompson | 8,333,333 | 25,833,333 | 12.15% |
| Brett Boynton(1) | 5,050,833 | 13,668,825 | 6.43% |
| Andrew Wilson | 166,666 | 166,666 | 0.08% |
(1) Brett Boynton will be issued shares in lieu of debt and fees owed to him
Total Voting Rights and Admission
The New Ordinary Shares will rank pari passu with the existing ordinary shares in all respects. Application will be made for the 68,142,492 New Ordinary shares to be admitted to trading on the Aquis Growth Market and Admission is expected to occur on 10 March 2026.
Following Admission, the Company will have 212,608,297 ordinary shares in issue, each with one voting right. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company will be 212,608,297. This figure should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Issue of Warrants
In part consideration for professional services rendered in connection with the Fundraising, VSA Capital will be granted 1,000,000 warrants to subscribe for new ordinary shares in the Company at the Issue Price for a period of three years.
Holdings in the Company
Following Admission, the resultant disclosable shareholdings in the Company will be, to the best of the Company’s knowledge, as follows:
| Shareholding | Percentage of Shareholding | |
| David Lilley | 27,005,208 | 12.70% |
| Mark Thompson* | 25,833,333 | 12.15% |
| Godolphin Minerals | 22,005,333 | 10.35% |
| Henry Maxey | 18,359,375 | 8.64% |
| Brett Boynton* | 13,668,825 | 6.43% |
| Clive Roberts | 6,666,666 | 3.14% |
| Sam Quinn* | 252,612 | 0.12% |
| Andrew Wilson* | 166,666 | 0.08% |
*Director of the Company
(1) Beneficial ownership includes 1,171,875 ordinary shares held by Exagris and 8,333,333 ordinary shares held by Drakewood Capital Management Limited.
Concert Party
As previously stated, a Concert Party existed comprising Mark Thompson, David Lilley, Henry Maxey, Godolphin Minerals Limited, Andrew Dacey, VSA Capital Limited, Andrew Monk, Joel Parsons, Gavin Casey and Andrew Raca collectively holding 49.90% of the Company’s share capital. Following Admission of the New Ordinary Shares, the Concert Party’s aggregate shareholding will be reduced to 49.89% of the Company’s issued share capital.
| Shareholding
|
Percentage of Shareholding | |
| David Lilley* | 27,005,208 | 12.70% |
| Mark Thompson | 25,833,333 | 12.15% |
| Godolphin Minerals | 22,005,333 | 10.35% |
| Henry Maxey | 18,359,375 | 8.64% |
| VSA Capital | 4,084,090 | 1.92% |
| Andrew Dacey | 3,825,000 | 1.80% |
| Andrew Monk | 3,761,590 | 1.77% |
| Gavin Casey | 610,795 | 0.29% |
| Joel Parsons | 312,500 | 0.15% |
| Andrew Raca | 275,568 | 0.13% |
| 106,072,792 | 49.89% |
* Beneficial ownership includes 1,171,875 ordinary shares held by Exagris and 8,333,333 ordinary shares held by Drakewood Capital Management Limited.
Mark Thompson, CEO of Tamar Minerals commented:
“ I would like to thank the existing shareholders who supported the Company in this Fundraise and also welcome the new shareholders to the Company. I have been looking forward to drilling Great Wheal Vor for a very long time and with tin prices currently at all time highs I cannot think of a better time to be doing so “.
For further information, please contact:
Tamar Minerals plc info@tamarminerals.com
Mark Thompson (Chief Executive)
VSA Capital Limited 020 3005 5000
Aquis Corporate Adviser and Broker
Andrew Raca/Dylan Sadie (Corporate Finance)
Andrew Monk (Corporate Broking)
ry 2026, White Energy provided an update on the Specimen Hill drilling program which. The drilling is targeting a series of induced polarisation (“IP”), magnetic and anomalous geochemical signatures as well as verifying the results of previous drill programs. The area is highly prospective for copper and gold deposits with widespread outcrop of copper hosting minerals. The program is expected to substantially increase the geological knowledge of the area and the types of mineralisation present, providing guidance for future exploration programs. Four holes have been completed with core logging and assays pending, with a further seven to nine holes expected to be drilled. The full text of the announcement in the link below:
https://wcsecure.weblink.com.au/pdf/WEC/03050867.pdf
As mentioned in the previous Specimen Hill update announcement on the 31 March 2025, Tamar Minerals retains a 3% Net Smelter Royalty (NSR) on all future mineral sales from the project area.
Mark Thompson, CEO of Tamar Minerals commented:
“We’re encouraged by the progress White Energy is making at Specimen Hill and the early indications of a compelling mineral system, with Tamar Minerals standing to benefit directly through our 3% net smelter royalty, underpinning long-term value for our shareholders as the project advances”.
For further information, please contact:
Tamar Minerals plc 020 3005 5000
Mark Thompson (Chief Executive)
VSA Capital Limited 020 3005 5000
Aquis Corporate Adviser and Broker
Andrew Raca/Dylan Sadie (Corporate Finance)
Andrew Monk (Corporate Broking)