27th Nov 2025 07:00
27 November 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 (MAR) AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE (RIS), THIS INSIDE INFORMATION WILL BE IN THE PUBLIC DOMAIN.
ANDRADA MINING LIMITED
("Andrada" or the "Company")
UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2025
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), an emerging African critical minerals miner with a portfolio of exploration, development and early-stage production assets in Namibia, is pleased to announce its unaudited interim financial results for the six-months ended 31 August 2025 ("H1 FY2026"). The results reflect the benefits of sustained capital investments and processing improvements across the Company's asset base.
HIGHLIGHTS
Operational: sustained production growth
· Ore processed: increased by 10% Year-on-Year ("YoY") to 527 583 tonnes (H1 FY2025: 481 504 tonnes).
· Tin concentrate: increased 14% YoY to 858 tonnes (H1 FY2025: 752 tonnes).
· Tantalum concentrate: increased by 12% to 27 tonnes (H1 FY2025: 24 tonnes).
Financial: improved margins
· Revenue: increased by 12% to £12.2 million (H1 FY2025: £10.8 million).
· Operating loss improvement: decreased by 35% YoY to £0.9 million (H1 FY2025: loss of £1.5 million).
· Average tin price: increased by 6% to US$33 154 per tonne (H1 FY2025: £31 397).
· Corporate restructure: administrative expenses decreased by 26% to £3.7 million (H1 FY2025: £5.0 million).
Projects & Partnerships: primed for rapid expansion
· Growth platform: engineering investment over last 12 months provides a foundation for accelerated growth.
· Uis Mine Ore Sorter project: reengineered the pre-concentration circuit for tin and tantalum ready for final construction phase.
· Uis Mine lithium expansion project: projected to enter Definitive Feasibility Study ("DFS") phase during 2026.
· Uis Mine exploration upside: multiple notable drilling results for targets proximal to the current mining pit with high-grade intersections of up to 1.13% tin and 1.76% lithium oxide.
· Jig Plant: construction of processing plant for treatment of third-party high-grade ore and Uis ore completed in August 2025.
· Lithium Ridge: lithium exploration programme commenced at Lithium Ridge for potential mineral resource development, in partnership with SQM Australia (Pty) Ltd.
· Talent10: a new strategic shareholder at 8% interest aligning with Andrada's strategy to secure long-term institutional support.
CHIEF EXECUTIVE OFFICER'S STATEMENT
I am pleased to update stakeholders on our performance for the six months ended 31 August 2025. Following a period of engineering investment and corporate restructuring, we are now transitioning from capacity build-up into a scaling phase. Our growth potential far surpasses our current operational footprint. The results for the period demonstrate meaningful improvements in cost performance, cash discipline, and operating leverage, which collectively support the delivery of our growth strategy. The combination of developmental and operational assets featuring a suite of critical minerals including tin, tantalum, lithium, tungsten and copper, located in an investment-friendly jurisdiction, position the group as a strategic source of future supply.
Safety Performance
Our safety performance continues to improve meaningfully, supported by several targeted initiatives including quarterly safety audits, Visible Felt Leadership engagements, and our Elimination of Fatalities programme. These efforts, combined with the commitment of our operational teams, have enhanced our safety culture. During the period, no fatalities were recorded, the LTIFR improved from 1.74 in H1 FY2025 to 0.00 and the TRIFR reduced from 6.50 to 4.53. Ongoing employee training sessions and capacity building have also been central in strengthening our safety culture and enhancing overall workplace safety. As we approach the traditionally high-risk festive season, we are implementing enhanced safety measures with added vigilance to ensure that the strong performance achieved to date is maintained. The wellbeing of our employees remains paramount, and we are committed to embedding world-class safety standards across all operations.
Uis Mine Operational Performance
The Uis Mine, located on Uis mining license (ML134), is our main initial producing asset and has maintained its long-term production growth trajectory during the period under review. The ore processed increased by 10% YoY to 527 583 tonnes (H1 FY2025: 481 504 tonnes) reflecting continued plant stability. The plant processing rate increased by 8% to 143tph, (H1 FY2025: 132tph), demonstrating the results of ongoing optimisation initiatives. Tin concentrate production increased by 14% to 858 tonnes (H1 FY2025: 752 tonnes) resulting in the 11% increase in contained tin tonnage to 511 tonnes (H1 FY2025: 462 tonnes).
Tantalum concentrate production increased by 12% to 27.1 tonnes (H1 FY2025:24.3 tonnes), fully in line with targeted production levels. Revenue from tantalum increased to £0.3 million (H1 FY2025: £0.06 million), representing 3% of Group revenue. Importantly, tantalum carries a low incremental cost of production, meaning a substantial portion of this revenue flows directly to gross profit strengthening margins and supporting diversification.
Key production metrics
Description | Unit | H1 FY2026 | H1 FY2025 |
TIN | |||
Feed grade | % Sn | 0.137 | 0.140 |
Ore processed | Tonnes (t) | 527 583 | 481 504 |
Plant processing rate | Tonnes per hour (tph) | 143 | 132 |
Tin concentrate | Tonnes (t) | 858 | 752 |
Contained tin | Tonnes (t) | 511 | 462 |
Tin recovery | % | 71 | 72 |
Plant availability | % | 90 | 90 |
Plant utilisation | % | 94 | 92 |
Uis mine C1 operating cost¹ | USD/t contained tin | 17 468 | 18 640 |
Uis mine C2 operating cost² | USD/t contained tin | 19 594 | 20 887 |
Uis mine AISC³ | USD/t contained tin | 24 808 | 25 932 |
Orion royalty | USD/t contained tin | 3054 | 1 611 |
Tin price achieved | USD/t contained tin | 33 154 | 31 397 |
Number of shipments | # | 24 | 28 |
TANTALUM | |||
Tantalum concentrate | Tonnes (t) | 27.10 | 24.30 |
Contained tantalum | Kilogramme (Kg) | 2 968 | 2 595 |
Tantalum grade | Percentage (%) | 10.95 | 10.53 |
Tantalum recovery | Percentage (%) | 5.23 | 4.46 |
All the numbers are unaudited
1 C1 operating cash costs refers to operating cash costs per unit of production excluding selling expenses and sustaining capital expenditure associated with Uis Mine.
2 C2 operating cash costs are equivalent to the C1 costs plus selling expenses including logistics, smelting and royalties excluding Orion royalty.
3 All-in sustaining cost (AISC) incorporates all costs are related to sustaining production, capital expenditure associated with developing and maintaining the Uis operation as well as pre-stripping waste mining costs excluding the Orion royalty.
The following graphs illustrate the consistent production growth achieved over the past five years.
Graphs illustrating 5-year mining and production growth trajectory


Uis Mine Development Projects
While management is pleased with the consistent incremental production growth of the Uis Mine, we believe that the asset presents potential for exponential growth as part of a larger Andrada project portfolio. Our development projects for the mine are aimed at rapidly expanding existing tin and tantalum production and establishing a new lithium concentrate product, all from the same run-of-mine ore feed. We believe that our development projects will improve the Company's financial performance by decreasing the overall unit cost of production resulting in positive group cash flows and improved margins through planned substantial increases in production volumes.
Uis Mine Ore Sorter Project
The Ore Sorter Project is projected to boost production of tin and tantalum concentrate by approximately 60% and reduce the unit cost of production. The circuit will be installed at the front end of the existing concentrator plant and will pre-concentrate the run-of-mine ore from the mining pit, resulting in an enriched ore feed to the existing concentrator. Pre-concentration will be achieved by employing proven ore sorting technology.
Project implementation has been delayed due to corporate restructuring and reprioritisation of capital. In addition, the project was the subject of a reengineering initiative resulting in a saving of more than 20% of the outstanding capital. The Ore Sorter Project has been established as a key deliverable for 2026. Long lead items have been procured and are being stored on site. Fabrication of the remaining parts of the circuit is set to commence during first half of 2026, with commissioning scheduled for the second half 2026.
Uis Mine Lithium Expansion
The run-of-mine ore processed for tin and tantalum also contains notable grades of lithium as confirmed in the JORC-compliant mineral resource estimate for Uis. (See announcements dated 6 February 2023, 20 March 2023 and 10 Aprill 2025). It is our aim to monetise the lithium by producing a high purity concentrate by means of a beneficiation circuit integrated with our current processing plant. A techno-economic assessment, based on extensive metallurgical test work, has confirmed the technical and financial potential of the project. The Company intends to progress the project towards the DFS phase. Andrada management believes that the project has the potential to positively transform the cash generating ability of the Uis Mine and is engaging both potential offtake and development partners with a view of fast-tracking progress towards implementation.
Uis Mine Exploration
In April 2025, we released the initial drill results from our exploration programme targeting 13 proximal pegmatites located within previously mined areas of the Uis mining licence (ML134). These pegmatites lie within a 3 km radius of the existing Uis processing plant and form part of a much larger swarm of approximately 180 mineralised pegmatites identified to date across the licence area. The programme comprises 44 diamond drill holes and 177 reverse circulation holes, forming part of a broader strategy to validate historical datasets and assess the by-product potential of the extensive pegmatite system. The results from this initial phase were highly encouraging, including high-grade intersections of up to 1.13% tin, 1.76% lithium oxide, and 281ppm tantalum. The results validate our strategy to pursue a targeted expansion of the Uis resource base toward 200 million tonnes, strengthening the foundation for sustainable growth and positioning the operation to support both existing tin and tantalum output and future lithium opportunities. (See announcement dated 10 April 2025).
Partnerships
Jig Plant and Third-Party High-Grade Ore Supply
The Jig Plant represents an operational partnership with Birca Mining (Pty) Ltd. The plant is located at the site of the Uis Mine processing facility with the primary purpose of processing third-party high-grade ore from the region. Construction was completed in August 2025 on time and on budget, but commissioning was hampered by material flow issues and is still in progress. (See announcement dated 17 June 2025). Management however believes that these commissioning challenges are temporary and will be resolved.
Uis Tin Mining Company (Pty) Ltd, a wholly owned subsidiary of Andrada, entered into an ore supply and profit-sharing agreement (the "Agreement") with Goantagab Mining in June 2025. (See announcement dated 17 June 2025). The supply of the high-grade ore under the Agreement, however, has been delayed following a recent, new court judgement affecting the Goantagab mining claims. As set out in the announcement dated 17 June 2025, certain legislative environmental concerns had been raised in connection with a portion of the Goantagab mining claims. The new judgement means that all major mining activity on all the Goantagab mining claims has now been halted, pending a final court decision. At this stage there can be no certainty as to when the ore supply under Agreement will commence. Andrada continues to engage constructively with Goantagab Mining and all affected parties to reach an amicable resolution for the co-existence of conservation, mining and job creation.
The Company believes in the long-term economic potential of external ore supply partnerships and will continue to actively seek similar opportunities. In the absence of a third-party ore supply, Andrada intends to supply the Jig Plant with ore from the Uis Mine.
Lithium Ridge
Andrada has partnered with SQM Australia (Pty) Ltd ("SQM") for the development of the Lithium Ridge mineral license. Prior to the period under review, Andrada received deal approval from the Namibian Competition Commission which paved the way for the implementation of a mineral exploration programme funded by SQM as part of an earn-in agreement. The programme is designed to unlock the full potential of the mineralised ridge and to extend exploration across the wider licence area where new spodumene-bearing pegmatites have been identified. The 14 000 metre DD programme commenced in August 2025 comprising approximately 120 orientated holes, to determine the depth of the extensions and continuity of the mineralisation already identified at surface.
Talent10
During June 2025, Andrada welcomed Talent10 Resources (Pty) Ltd ("Talent10") as a new strategic institutional shareholder through an equity subscription for £4.5 million which resulted in an 8% interest in the Company. Talent10 has a highly respected southern African mining pedigree, backed by a network of some of the top names in the industry. The partnership supports the capital projects at Uis and places Andrada at the heart of an ecosystem primed to accelerate our future growth.
Consolidated Financial Performance
Profit and Loss Statement
RevenueRevenue increased by 12% to £12.2 million (H1 FY2025: £10.8 million) driven by increased sales volume and strong tin pricing. As the Company executes its tin expansion strategy that includes the additional processing capacity provided by the Jig Plant, revenue is expected to continue to increase in line with higher production.
Gross profit
Gross profit decreased by 27% to £1.9 million (H1 FY2025: £2.6 million) because of a 25% increase in the cost of sales, driven by inflationary increases in production costs including mining and processing. These cost movements are consistent with an asset undergoing expansion and optimisation, and they are expected to improve as the Jig Plant and Uis Mine operational improvements contribute incremental efficiency gains.
Cash operating costs per tonne of contained tin analysis.
Unit cash operating costs include tantalum credits, exclude the Orion royalty charge and reflect operational half-year adjustments. These figures are not directly comparable to International Financial Reporting Standards ("IFRS") cost of sales, which incorporates depreciation, stock movements, accruals and other non-cash adjustments under IFRS accounting definitions.
· C1 cash cost: decreased by 6% YoY to US$17 468 (H1 FY2025: US$18 640).
· C2 cash costs: decreased by 6% YoY to US$19 594 (H1 FY2025: US$20 887).
· All - In - Sustaining Cost: decreased by 4% YoY to US$24 808 (H1 FY2025: US$25 236). The decrease in AISC is due to the increase in production.
· The decrease in all costs is primarily due to higher production tonnage.
· Orion royalty: increased to US$3 054 (H1 FY2025: US$1 611) due to the increased rate in relation to the scaling mechanism of the royalty rate based on concentrate tonnage sold. The royalty rate is anticipated to decrease as the production of tin concentrate increases.
Operating lossThe operating loss decreased by 35% to £0.9 million (H1 FY2025: loss £1.5 million) mainly due to a 26% decrease in administrative expenses driven by a reduction in employee costs, professional fees, travelling costs and Uis mine expenses. These categories collectively constitute 69% of administrative expenditure. This was further supported by the restructuring of the Johannesburg head office headcount at the beginning of the reporting period.
Net lossNet loss improved by 6% to £3.0 million (H1 FY2025: net loss of £3.2 million) primarily despite a £0.2 million tax expense arising from changes in the Namibian tax legislation requiring a tax charge on subsidiary profits. No comparable tax charge was required in the comparative period. Excluding this unique tax impact, the underlying net loss improved by 13% to £2.8 million.
Financial Position Statement
AssetsTotal assets increased by 3% YoY to £69.0 million (H1 FY2025: £66.9 million) due to the continued investment into property, plant and equipment ("PPE") mainly related to Continuous Improvement 2 programme equipment including the new filter press and shaking tables at Uis Mine. Trade and other receivables increased to £7.9 million (H1 FY2025: £4.4 million) largely due to tin prepayments. Total assets, however, during the interim period decreased marginally by 1% from £69.6 million at the end of February 2025 primarily due to a reduction of £1.1 million in cash and cash equivalents in the six months reflecting ongoing investment activity and debt-service requirements.
EquityTotal equity decreased by 13% YoY to £25.5 million (H1 FY2025: £29.5 million) mainly due to accumulated losses during the period under review. However, within the six months from March 2025, total equity increased by 8% mainly due to the significant increase in share capital of £5.5 million from the equity raise in June 2025 and the issuance of shares in lieu of interest to convertible loan note holders. The increased share capital demonstrates continued support from both existing and new institutional shareholders and reinforces confidence in the long-term potential of Andrada's asset base.
Liabilities
Total liabilities grew 15% year-on-year to £43.2 million, driven by increases in trade payables and borrowings totalling £5.4 million over 12 months. The borrowings include the £2.0 million funding from The Orange Trust for the procurement of the Jig Plant. (See announcement dated 12 February 2025). The proceeds have also been instrumental in accelerating the Company's exploration initiatives, enhancing production capabilities, and creating new job opportunities for Namibians. The liabilities however during the interim period from March 2025 decreased by 6% representing a £2.7 million reduction including approximately £1 million decrease in total borrowings, £0.9 million reduction in financial liabilities and £0.6 million decrease in trade payables. These actions collectively demonstrate prudent capital deployment and enhanced operational capacity.
Tin price hedge
Andrada continues to manage price volatility proactively through a structured hedging strategy. The Company entered a series of fixed-for-floating commodity swap arrangements, initially with Standard Bank Namibia and subsequently with Bank Windhoek to stabilise cashflows in line with prevailing tin market conditions.
· The Standard Bank hedge was effective from June 2024 to May 2025, locking in a fixed tin price of US$33 000 per tonne for 20 tonnes per month.
· The current Bank Windhoek contract runs from June 2025 to May 2026, securing a fixed price of US$34 400 per tonne for the same 20-tonne monthly volume.
Settlements on these swaps was paid out monthly and recognised in the Statement of Comprehensive Income. A derivative financial liability was recognised at period-end to account for open contracts, reflecting the difference between the hedged fixed price and the prevailing LME three-month tin price.
Cashflow Statement
The Company started the interim period with approximately £1.8 million cash and cash equivalents closing the six months period with £0.7 million. This closing position reflects the £2.8 million in net funding secured during the period, largely through the strategic investment made by Talent10. The net outflows of £1.7 million were constituted of approximately £1 million in interest and lease payments and bank debt repayments of £0.7 million. Cashflows for the period were predominantly driven by investing and financing activities, consistent with Andrada's growth phase. PPE continued to dominate investing cashflows at approximately £3 million constituting the bulk of the of the £3.2 million net cash utilised in investing in activities. Andrada closely monitors and manages its liquidity risk as well as daily working capital requirements. Cashflow forecasts are updated regularly, considering potential logistical delays in global concentrate shipments, to ensure the Group maintains sufficient liquidity to meet its obligations.
Evolving our cost and quarterly reporting framework
As Andrada's operational footprint expands, we continue to refine the way we report performance to ensure stakeholders receive information that is accurate, reliable, and useful for valuation. Quarterly cost and pricing estimates, while previously included, have proven increasingly misleading due to short reporting cycles and normal fluctuations in grade, recoveries, shipment timing, inventory movements, and foreign-exchange rates. These factors can distort the underlying progress we are making on efficiency and margin improvement. To address this, we will no longer publish quarterly cost and pricing estimates in operational updates. These metrics will continue to be reported in full at interim and year-end results, where the necessary context can be provided. Quarterly updates will remain substantive and transparent, focusing on production, project execution, and development progress, which together offer a more accurate reflection of the Company's progress.
POST-PERIOD
Directorate changes
On 30 September 2025, Mr. Michael Rawlinson and Mr. Terence Goodlace stepped down from the Board to pursue other professional commitments. Terence Goodlace, who joined the Board in 2018 and chaired the ESG Committee, played a pivotal role in building a strong ESG foundation for the Group. His guidance helped establish the policies, systems and governance structures that underpin our sustainability approach today. Michael Rawlinson, who joined the Board in 2021 and chaired the Remuneration and Nomination Committee, made a significant contribution to strengthening Andrada's governance framework and ensuring alignment between remuneration, performance and long-term strategic goals. We express our sincere gratitude to both Terence and Michael for their leadership, insight and service. We wish them every success in their future endeavours. (See announcements dated 29 August 2025 and 29 September 2025).
Publication of the 2025 Sustainability Report
On 7 November 2025, Andrada released its FY2025 Sustainability Report, outlining the Company's significant achievements in health and safety, socio-economic development, governance and environmental stewardship. The report was prepared in accordance with the Global Reporting Initiative ("GRI") Universal Standards 2021, with early adoption of GRI 14: Mining Sector 2024.
Highlights of the reporting period include:
· A substantial increase in local procurement and supplier development, reinforcing our commitment to Namibia's economic progress.
· Advancement of the Nature Roadmap, including biodiversity assessments and nature-related risk planning.
· Continued alignment with the Global Industry Standard on Tailings Management.
These achievements reflect the strategic investments we have made in people, systems and partnerships, which are strengthening our long-term sustainability foundations. (See announcement dated 7 November 2025).
The full FY2025 Sustainability Report is available for download on the Company's website at https://andradamining.com/investors/corporate-publications/
Glossary of abbreviations
£ | Great British Pound |
CY | Calendar year |
ESG | Environmental, Social, and Governance |
FY | Financial year |
GISTM | Global Industry Standard on Tailings Management |
GJ | Gigajoules |
GRI | Global Reporting Initiative |
H1 FY2025 | First half period of the 2025 financial year ended 31 August 2024 |
H1 FY2026 | First half period of the 2026 financial year ended 31 August 2025 |
ICMM | International Council on Mining and Metals |
IFC | International Finance Corporation |
LTIFR | Lost time injury frequency rate |
N$ | Namibian Dollar |
PPE | Property, plant & equipment |
TRIFR | Total recordable injury frequency rate |
US$ | United States Dollar |
CONTACTS | |
Andrada MiningAnthony Viljoen, CEO Sakhile Ndlovu, Head of Investor Relations
| +27 (11) 268 6555
|
NOMINATED ADVISOR & BROKER | |
Zeus Capital LimitedKaty Mitchell Harry Ansell Andrew de Andrade
| +44 (0) 20 2382 9500 |
CORPORATE BROKER & ADVISOR | |
H&P Advisory LimitedAndrew Chubb Jay Ashfield Matt Hasson
| +44 (0) 20 7907 8500 |
BerenbergJennifer Lee Natasha Ninkov
| +44 (0) 20 3753 3040 |
FINANCIAL PUBLIC RELATIONS | |
Tavistock (United Kingdom)Emily Moss Josephine Clerkin | +44 (0) 207 920 3150 |
About Andrada Mining Limited
Andrada Mining Limited, listed on the London Stock Exchange's AIM market, holds exploration, development, and early stage producing assets in Namibia, a premier investment destination in Africa. The Company's strategy focuses on unlocking Namibia's abundant mineral resources via best-in-class strategic partnerships across its resource base, enhancing the country's reputation as a leading global hub for African critical mineral investment. Andrada is actively scaling up tin production alongside lithium and tantalum, steadily broadening its operational footprint and output. The Company aims to supply critical raw materials from its extensive resource portfolio to support a sustainable future, improve quality of life, and uplift communities near its operations. These critical metals play a crucial role in the green energy transition, serving as essential components for electric vehicles, solar panels, and wind turbines.
ANDRADA MINING LIMITED
INTERIM REPORT AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
£ | Notes | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Continuing operations |
|
|
|
|
Revenue | 4 | 12 164 318 | 10 814 696 | 23 805 463 |
Cost of sales | 5 | (10 289 152) | (8 232 350) | (20 847 349) |
Gross profit |
| 1 875 166 | 2 582 346 | 2 958 114 |
Administrative expenses | 6 | (3 675 450) | (4 998 095) | (9 492 562) |
Other income | 7 | 859 702 | 969 397 | 991 026 |
Gain on loss of control | - | - | 1 629 200 | |
Operating loss |
| (940 582) | (1 446 352) | (3 914 222) |
Finance income | 8 | 48 910 | 321 326 | 1 719 376 |
Finance expenses | 8 | (1 897 517) | (2 074 347) | (6 271 921) |
Loss before tax |
| (2 789 189) | (3 199 373) | (8 466 767) |
Income tax expense | (220 016) | - | (1 322 356) | |
Loss for the period |
| (3 009 205) | (3 199 373) | (9 789 123) |
Other comprehensive income/(loss) |
|
|
|
|
Items that will or may be reclassified to profit or loss: | ||||
Exchange differences on translation of share-based payment reserve | 1 463 | 168 | 180 | |
Exchange differences on translation of foreign operations | (981 221) | 1 226 680 | 1 393 588 | |
Exchange differences on non-controlling interest | - | (19 497) | (24 909) | |
Other comprehensive (loss)/profit for the period |
| (979 758) | 1 207 351 | 1 368 859 |
Total comprehensive loss for the period |
| (3 988 963) | (1 992 022) | (8 420 264) |
Loss for the period attributable to: |
|
|
|
|
Owners of the parent | (3 009 205) | (3 215 983) | (9 771 306) | |
Non-controlling interests | - | 16 610 | (17 817) | |
(3 009 205) | (3 199 373) | (9 789 123) | ||
Total comprehensive loss for the period attributable to: |
|
|
|
|
Owners of the parent | (3 988 963) | (1 989 135) | (8 377 538) | |
Non-controlling interests | - | (2 887) | (42 726) | |
(3 988 963) | (1 992 022) | (8 420 264) | ||
Loss per ordinary share |
|
|
|
|
Basic and diluted loss per share (pence) | 9 | (0.19) | (0.21) | (0.63) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
£ | Notes | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Assets |
| |||
Non-current assets |
| |||
Intangible assets | 10 | 11 370 307 | 11 098 699 | 11 396 487 |
Property, plant and equipment | 11 | 41 185 015 | 39 559 506 | 41 648 446 |
Investment in associate | 1 431 273 | - | 1 527 352 | |
Total non-current assets | 53 986 595 | 50 658 205 | 54 572 285 | |
Current assets | ||||
Inventories | 12 | 5 569 168 | 5 750 107 | 4 211 113 |
Trade and other receivables | 13 | 7 911 033 | 4 405 471 | 7 986 117 |
Cash and cash equivalents | 14 | 1 596 987 | 6 103 624 | 2 701 260 |
Derivative financial asset | - | - | 101 313 | |
Total current assets | 15 077 188 | 16 259 202 | 14 999 803 | |
Total assets | 69 063 783 | 66 917 407 | 69 572 088 | |
Equity and liabilities | ||||
Equity | ||||
Share capital | 21 | 67 579 248 | 61 642 969 | 62 057 736 |
Accumulated deficit | (42 473 282) | (33 490 538) | (39 752 673) | |
Warrant reserve | 193 603 | 482 199 | 482 199 | |
Share-based payment reserve | 1 813 417 | 1 933 989 | 1 546 239 | |
Convertible loan note reserve | 4 579 427 | 4 579 427 | 4 579 427 | |
Foreign currency translation reserve | (6 184 053) | (5 681 296) | (5 202 832) | |
Equity attributable to the owners of the parent | 25 508 360 | 29 466 750 | 23 710 096 | |
Non-controlling interests | - | (13 824) | - | |
Total equity | 25 508 360 | 29 452 926 | 23 710 096 | |
Non-current liabilities | ||||
Environmental rehabilitation liability | 18 | 1 644 234 | 1 270 629 | 1 604 389 |
Borrowings | 15 | 15 002 776 | 16 220 417 | 15 527 065 |
Other financial liabilities | 16 | 11 326 899 | 11 157 791 | 12 135 680 |
Lease liability | 19 | 191 125 | 376 502 | 283 835 |
Deferred tax liability | 1 108 170 | - | 1 135 702 | |
Total non-current liabilities | 29 273 204 | 29 025 339 | 30 686 671 | |
Current liabilities | ||||
Trade and other payables | 17 | 6 234 563 | 5 665 957 | 6 801 695 |
Borrowings | 15 | 5 691 562 | 1 523 174 | 6 129 746 |
Other financial liabilities | 16 | 1 739 591 | 1 009 294 | 1 793 765 |
Lease liability | 19 | 213 418 | 240 717 | 264 518 |
Income tax liability | 0 | - | 185 597 | |
Total current liabilities | 13 879 134 | 8 439 142 | 15 175 321 | |
Total equity and liabilities |
| 68 660 698 | 66 917 407 | 69 572 088 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
£ | Share capital | Convertible loan note reserve | Accumulated deficit | Warrant reserve | Share-based payment reserve | Foreign currency translation reserve | Total | Non-controlling interests | Total equity |
Total equity at 31 August 2024 | 61 642 969 | 4 579 427 | (33 490 538) | 482 199 | 1 933 989 | (5 681 296) | 29 466 750 | (13 824) | 29 452 926 |
Loss for the period | - | - | (6 572 303) | - | - | - | (6 572 303) | 22 696 | (6 549 607) |
Other comprehensive income/(loss) | - | - | - | - | 179 | 166 908 | 167 087 | (5 412) | 161 675 |
Transactions with owners: | |||||||||
Issue of shares | 390 767 | - | - | - | - | 390 767 | - | 390 767 | |
Share option charge during the period | - | - | - | 238 526 | - | 238 526 | - | 238 526 | |
Share options exercised during the period | 24 000 | - | 11 823 | - | (11 823) | - | 24 000 | - | 24 000 |
Share options lapsed during the period | - | - | 610 131 | - | (614 632) | - | (4 501) | - | (4 501) |
Reclassification of foreign currency differences on disposal of subsidiaries | - | - | (311 786) | - | - | 311 556 | (230) | (3 460) | (3 690) |
Total equity at 28 February 2025 | 62 057 736 | 4 579 427 | (39 752 673) | 482 199 | 1 546 239 | (5 202 832) | 23 710 096 | - | 23 710 096 |
Loss for the period | - | - | (3 009 205) | - | - | - | (3 009 205) | - | (3 009 205) |
Other comprehensive income/(loss) | - | - | - | - | 1 463 | (981 221) | (979 758) | - | (979 758) |
Transactions with owners: | |||||||||
Issue of shares | 5 936 833 | - | - | - | - | - | 5 936 833 | - | 5 936 833 |
Share issue costs | (415 321) | - | - | - | - | - | (415 321) | (415 321) | |
Share option charge during the period | - | - | - | - | 265 715 | - | 265 715 | - | 265 715 |
Warrants expired during the period | - | - | 288 596 | (288 596) | - | - | - | - | - |
Total equity at 31 August 2025 | 67 579 248 | 4 579 427 | (42 473 282) | 193 603 | 1 813 417 | (6 184 053) | 25 508 360 | - | 25 508 360 |
CONSOLIDATED STATEMENT OF CASH FLOWS
£ | Notes | 6 months ended 31 August 2025 (unaudited)
| 6 months ended 31 August 2024 (unaudited)
| 12 months ended 28 February 2025 (audited)
|
Cash flows from operating activities |
|
|
|
|
Profit / (Loss) before taxation |
| (2 789 189) | (3 199 373) | (8 466 767) |
Adjustments for: |
|
|
|
|
Fair value adjustment to customer contract | 4 | (213 730) | (128 328) | (16 475) |
Depreciation of property, plant and equipment | 11 | 2 491 562 | 2 055 858 | 4 401 859 |
Amortisation of intangible assets | 10 | 8 888 | 9 111 | 33 322 |
Share-based payments | 237 788 | 82 421 | 255 276 | |
Fair value of open derivative financial asset | 167 710 | - | (101 313) | |
Loss on scrapping of assets | - | - | 623 204 | |
Gain on loss of control | - | - | (1 629 200) | |
Finance income | 8 | (48 910) | (321 326) | (1 719 376) |
Finance expenses | 8 | 1 897 517 | 2 074 347 | 6 271 921 |
Changes in working capital: |
|
|
|
|
Decrease/(increase) in receivables | 147 883 | 1 998 253 | (3 016 834) | |
(Increase) in inventory | (1 447 176) | (2 676 055) | (1 134 265) | |
(Decrease)/increase in payables | (424 131) | (1 559 571) | 499 400 | |
Net cash generated from/(used in) operating activities |
| 28 212 | (1 664 663) | (3 999 248) |
Cash flows from investing activities |
|
|
|
|
Purchase of intangible assets | (232 002) | (1 510 337) | (3 407 818) | |
Purchase of property, plant and equipment | (2 996 782) | (8 232 385) | (11 509 537) | |
Finance income | 48 910 | 321 326 | 423 275 | |
Consideration received on loss of control | - | - | 1 629 200 | |
Net cash used in investing activities |
| (3 179 874) | (9 421 396) | (12 864 880) |
Cash flows from financing activities |
|
|
|
|
Finance expenses | (919 283) | (392 609) | (1 312 789) | |
Lease payments | (129 361) | (163 009) | (256 339) | |
Share based payments | - | - | 24 000 | |
Proceeds from issue of shares | 4 584 679 | - | - | |
Proceeds from bank borrowings | 46 915 | 6 727 515 | 6 170 428 | |
Repayment of bank borrowings | (723 462) | (2 735 686) | (373 721) | |
Repayment of other financial liabilities | (21 781) | - | (453) | |
Net cash generated from financing activities |
| 2 837 707 | 3 436 211 | 4 251 126 |
Net decrease in cash and cash equivalents |
| (313 955) | (7 649 848) | (12 613 002) |
Cash and cash equivalents at the beginning of the period | 1 815 943 | 14 505 800 | 14 505 800 | |
Foreign exchange differences | (791 410) | (752 328) | (76 855) | |
Cash and cash equivalents (net of bank overdraft) at the end of the period | 14 | 710 578 | 6 103 624 | 1 815 943 |
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE PERIOD ENDED 31 AUGUST 2025
1. CORPORATE INFORMATION AND PRINCIPAL ACTIVITIES
Andrada Mining Limited ("Andrada") was incorporated and domiciled in Guernsey on 1 September 2017 and admitted to the AIM market in London on 9 November 2017. The Company's registered office is at PO Box 142, Suite 2, Block 2, Hirzel Court, St Peter Port, Guernsey GY1 3HT and it operates from Illovo Edge Office Park, Ground Floor, Building 3, 5 Harries Road, Illovo, Johannesburg, 2116, South Africa. This financial information is for the period ended 31 August 2025 and comparative figures for the six-month period ended 31 August 2024 and for the year ended 28 February 2025 are shown.
As at 31 August 2025, the Andrada Group comprised:
Company | Equity holding and voting rights At 31 August 2025 | Country of incorporation | Nature of activities |
Andrada Mining Ltd | N/A | Guernsey | Ultimate holding company |
Greenhills Resources Ltd1 | 100% | Guernsey | Holding company |
Andrada Mining (Pty) Ltd1 | 100% | South Africa | Group support services |
Tantalum Investment (Pty) Ltd1 | 100% | Namibia | Tin & tantalum exploration |
Uis Toll Mining Company (Pty) Ltd1 | 100% | South Africa | Holding company |
Andrada Mining Mauritius Ltd1 | 100% | Mauritius | Holding company |
Andrada Investments Mauritius Ltd1 | 100% | Mauritius | Holding company |
Andrada Mining (Namibia) (Pty) Ltd2 | 100% | Namibia | Tin, tantalum & lithium operations |
Uis Tin Mining Rwanda Ltd2 | 100% | Rwanda | Tin & tantalum exploration |
Uis Tin Mining Company (Pty) Ltd3 | 100% | Namibia | Tin, tantalum & lithium operations |
Grace Timon Investments (Pty) Ltd4 | 100% | Namibia | Tin & tantalum exploration |
1 Held directly by Andrada Mining Limited 2 Held by Greenhills Resources Limited 3 Held by Andrada Mining (Namibia) Pty Limited 4 Held by Andrada Investments Mauritius Limited | |||
This financial information is presented in Pound Sterling (£) because that is the currency in which the Group has raised funding on the AIM market in the United Kingdom. Furthermore, Pound Sterling (£) is the functional currency of the ultimate holding company, Andrada Mining Limited. The Group's key subsidiaries, Andrada Namibia and Uis Tin Mining Company Pty Limited ("UTMC"), use the Namibian Dollar ("NAD") as their functional currency. The period-end spot rate used to translate all Namibian Dollar balances was £1 = NAD23.89 and the average rate for the period was £1 = NAD24.10.
2. MATERIAL ACCOUNTING POLICIES
a. Basis of accounting
The consolidated interim financial information has been prepared in accordance with UK-adopted international accounting standards. The consolidated interim financial information also complies with the AIM Rules for Companies, NSX Listing Requirements, OTCQB Listing Requirements and the Companies (Guernsey) Law, 2008 and shows a true and fair view.
The material accounting policies applied in preparing these consolidated financial statements are set out below. These policies have been consistently applied throughout the period. The consolidated financial statements have been prepared under the historical cost convention except as where stated.
The interim financial information for the six months to 31 August 2025 is unaudited and does not constitute statutory financial information. The statutory accounts for the year ended 28 February 2025 are available on the Company's website.
b. Going concern
The Group closely monitors and manages its liquidity risk and day-to-day working capital requirements. Cash forecasts are regularly prepared, considering the global logistical challenges around sales, to ensure there is sufficient cash within the Group to meet its obligations. The Group runs sensitivities for different scenarios, including but not limited to changes in commodity prices and exchange rates. The Group also routinely monitors the covenants associated with the borrowing facilities and proactively engages with Bank Windhoek and the Development Bank of Namibia, the lenders, whenever there is any risk. All covenants were met as at 28 February 2025 and at 31 August 2025. Based on the year-to date production profile and latest forecast, the Group is expected to meet its covenant obligations for the testing period through February 2026. For the purpose of assessing going concern, the directors have prepared forecasts through February 2027.
The main estimates considered in management's going concern assessment include production profiles, commodity price assumptions for tin, lithium and tantalum, exchange rate forecasts and committed capital. The production output is based on the Group's current production performance following the completion of the expansion project, as well as additional production expected from the successful completion of the continuous improvement (two) capital project. In addition, the Group successfully secured £5 million (before placing fees) through a strategic subscription and placing in June 2025. £4.5 million was raised through an equity subscription by Talent10 Resources, a new strategic investor, with the balance of £500 000 being raised through institutional investors. These funds will be used to expedite the production expansion at the Uis mine. These developments support management's view that the Group has the capacity to raise the funding required to meet its operational and financing obligations in the normal course of business until February 2027. The Group also retains the flexibility to adjust the pace of its exploration and metallurgical capital expenditure.
Based on the forecasts, additional funding will be required within the next 12 months. As the Group is also currently expanding its tin operations, which are close to near-term production, the cash flow forecast assumes the successful completion of the jig plant to deliver the business strategy. Further funding will be required for additional exploration and capital projects as well as feasibility studies related to future growth phases. These forecasts are sensitive to fluctuations in the quoted tin price.
The Group believes it has several options available to it, including but not limited to, use of the overdraft facility, restructuring of the current debt, acquiring additional debt or equity, cost reduction strategies as well as potential offtake arrangements.
As a result of their review, the Directors have confidence in the Group's forecasts and have a reasonable expectation that the Group will continue in operational existence for the going concern assessment period and have therefore used the going concern basis in preparing these consolidated financial statements.
Therefore, the Group is reliant on additional funding, which is not guaranteed. This indicates that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern and that the Group may be unable to realise its assets or settle its liabilities in the normal course of business.
The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Basis of consolidation
i. Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains/losses on transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.
ii. Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially measured at fair value. After acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. The Group does not have any non-controlling interests.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. Any excess or deficit of consideration paid over the carrying amount of the non-controlling interests is recognized in the equity of the parent in transactions where the non-controlling interests are acquired or sold without loss of control. The Group has elected to recognize this effect in retained earnings.
Critical accounting estimates and judgements
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates. Information about significant areas of estimation uncertainty considered by management in preparing the interim financial information is provided below.
Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of revision and in future periods if the revision affects both current and future periods.
iii. Going concern and liquidity
Significant estimates were required in forecasting cash flows used in the assessment of going concern, including tin, tantalum and lithium prices, levels of production, operating costs, and capital expenditure requirements. For further details, refer to the going concern considerations laid out earlier in Note 2(b).
iv. Decommissioning and rehabilitation obligations
Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements. Actual costs incurred in future periods could differ materially from the estimates, and changes to environmental laws and regulations, life of mine estimates, inflation rates, and discount rates could affect the carrying amount of the provision. The resulting provisions are further influenced by advances in technology and by political, environmental, safety, business, and statutory considerations.
The Group's rehabilitation provision is based on the net present value of management's best estimates of future rehabilitation costs. Judgement is required in determining the disturbance and associated rehabilitation costs at period end, timing of costs, discount rates, and inflation. In forming estimates of the cost of rehabilitation which are risk-adjusted, the Group assessed the Environmental Management Plan and reports provided by internal and external experts.
In determining the amount attributable to the rehabilitation liability, management used a risk-free discount rate of 12.31% (August 2024: 11.02% and February 2025: 12.31%), an inflation rate of 4.0% (August 2024: 4.8% and February 2025: 4.0%) and an estimated mining period of 11.15 years (August 2024: 12.1 years and February 2025: 11.65 years), being the 15.6 million tonnes of ore as per the independent mineral reserve estimate. The rates used are in line with the Namibian market rates.
v. Impairment indicator assessment for exploration and evaluation assets
Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including specific impairment indicators prescribed in IFRS 6 "Exploration for and Evaluation of Mineral Resources". If there is any indication of potential impairment, an impairment test is required based on the asset's value-in-use.
The valuation of intangible exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is dependent on future tin prices, projected capital expenditures, environmental and regulatory restrictions, and the successful renewal of licences.
The Directors have concluded that there are no indications of impairment in respect of the carrying value of Namibian intangible assets at 31 August 2025 based on planned future development of the Namibian projects and current and forecast tin prices.
vi. Impairment assessment for property, plant and equipment
Management assessed the Uis mine for indicators of impairment by considering several factors including, the operational performance to date at the Uis Tin Mine, forecasts on commodity prices, production profile, inflation rate, post-tax discount rate and market capitalisation of the Group. The Management have also reviewed the underlying Life of Mine ("LoM") valuation model for the JORC compliant resource declared to date at the Uis mine. The LoM valuation model represents a value in use model and includes assessments of different scenarios associated with capital improvements and expansion opportunities. The assessment did not result in an impairment.
The forecasts require estimates regarding tin, tantalum and lithium prices, ore resources, production, operating and capital costs. Under the base case scenario, management used a tin price of US$32 000 per tonne, tantalum price of US$175 000 per tonne, lithium price of US$1 120 per tonne, discount (real), post-tax rate of 11.5% (23.2% pre-tax real rate). The forecast indicates sufficient headroom as at 31 August 2025.
IAS 36 outlines both external and internal indicators that may suggest an asset is impaired. As part of this review, management has considered these indicators in relation to the Uis mining asset. Based on IAS 36, no immediate indicators of impairment have been identified. However, management acknowledges that the recoverability of the mining asset is sensitive to the following key assumptions:
· Volatility in tin prices, which directly impacts revenue projections. The estimation of future tin price is subject to uncertainty considering the volatility of the market. Management has therefore compared the forecast tin price with the economic consensus estimates.
· Ramp-up of tin production anticipated from FY2027 onwards, following the completion of the jig plant and followed by the ore sorters expansion project in FY2028. Management's forecasts are dependent on tin production increasing by 45% to 2 600 tonnes of tin concentrate within the next 3 years; therefore, the Group's upcoming focus will be to deliver on its expansion projects
Management has considered these indicators and tested the recoverability of the net book value of the mining asset against the estimated discounted future cash flows based on expectations of future commodity prices and future costs.
As an additional test, management has performed the following sensitivity analyses:
· decreasing the forecast tin prices by 10%,
· increasing the discount rate to 13% post tax real rate,
· decreasing plant recovery by 10% and
· increasing operating costs by 10%.
In each of these circumstances, the result indicated sufficient headroom as at 31 August 2025.
vii. Depreciation
Judgement is applied in making assumptions about the depreciation charge for mining assets when using the unit-of-production method in estimating the ore tonnes held in reserves. The relevant reserves are those included in the current approved LoM plan, which relates to the Phase 1 expansion. Judgement is also applied when assessing the estimated useful life of individual assets and residual values. Management reviews these assumptions annually, applying judgement based on the LoM plan and the nature and condition of the underlying assets. The reserve assumptions included in the LoM plan are evaluated by management.
viii. Capitalisation and depreciation of waste stripping
The Group has elected to capitalise the costs of waste stripping activities because they are necessary to enable improved access to the ore resulting in future economic benefits. The costs for drilling, blasting, as well as load and haul of waste material are capitalised until when the underlying ore is used in production. These costs are capitalised within the mining asset in property, plant and equipment in the statement of final position and subsequently expensed back into the statement of comprehensive income as depreciation on a proportional basis. Capitalisation of waste stripping requires the Group to make judgements and estimates in determining the amounts to be capitalised. These judgements and estimates include, among others, the expected life of mine stripping ratio for each separate open pit, the determination of what defines separate pits, and the expected volumes to be extracted from each component of a pit for which the stripping asset is depreciated.
ix. Determination of ore reserves
The estimation of ore reserves primarily impacts the depreciation charge of evaluated mining assets, which are depreciated based on the quantity of ore reserves. Reserve volumes are also used in calculating whether an impairment charge should be recorded where an impairment indicator exists. The Group estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to geological and technical data on the size, depth, shape, and grade of the ore body and related to suitable production techniques and recovery rates. The estimate of recoverable reserves is based on factors such as tin prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body. There are numerous uncertainties inherent in estimating ore reserves and mineral resources. Consequently, assumptions that are valid at the time of estimation may change significantly if or when new information becomes available.
x. Valuation of inventories
Judgement is applied in making assumptions about the value of inventories and inventory stockpiles, including tin prices, plant recoveries and processing costs, to determine the extent to which the Group values inventory and inventory stockpiles. The Group uses tin price forecasts to determine the net realisable value of the Run-Of-Mine ("ROM") stockpile and the tin concentrate inventory at period end. Inventory stockpiles are measured using actual mining and processing costs.
xi. Determining the fair value of royalty debt
The measurement of the royalty obligation factors in numerous key inputs, and Management makes use of a technical expert. These inputs include the forecast of the tin production and price over a period of 30 years, the risk-free rate and the credit spread. The tin price forecast was based on estimates provided as of 31 August 2024. The risk-free rate was based on the United States Constant Maturity Treasury rates commensurate with the terms on the valuation date, reported on the Federal Reserve website. The Group used a credit spread of 10.58% computed by valuing the convertible notes at par and decreased by 3.5% to account for the lower risk factor because of the ongoing operations at Uis Tin Mining Company ("UTMC"). UTMC operating subsidiary attracts a lower risk factor because it is closely aligned to the underlying tin mining operation and its performance since commissioned, compared to the holding company, which is implicitly subordinated. The royalty obligation is measured at fair value through profit and loss.
xii. Fair value estimation on the consideration paid during the acquisition of mining rights
When the fair values of assets recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. In accounting for the acquisition of the non-controlling interest in UTMC, part of the consideration was settled using the ML129 license. Due to the nature of the assets, certain exploration activities were undertaken, but the information gathered was insufficient to delineate a Mineral Resource as defined by the JORC 2012 (Joint Ore Reserves Committee) Mineral Reporting Code, or any other broadly accepted mineral reporting standard. As a result, management estimated the fair value to be equivalent to the exploration costs, which will serve as the base amount for the transaction.
xiii. Assessment of Control and Classification of Investment in Grace Simba Investments (Pty) Ltd ("GSI") as an Associate
The Group exercises judgement in assessing whether it has control, joint control, or significant influence over another entity. In accordance with the requirements of IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, the determination of control involves evaluating whether the Group has:
· Power over the investee,
· Exposure or rights to variable returns from its involvement with the investee, and
· The ability to use its power to affect the amount of the investor's returns.
In the current reporting period, the Group holds 100% of the equity interest in GSI, along with representation on the board of directors and participation in key operating decisions. However, after evaluating the relevant facts and circumstances, including decision-making rights, and contractual arrangements, management concluded that the Group does not have control over GSI, but has significant influence over its financial and operating policies.
Accordingly, the investment in GSI has been accounted for using the equity method, in accordance with IAS 28. This assessment required significant judgement, because despite having majority shareholding, Andrada cannot unilaterally direct relevant activities. The other party is GSI has substantive governance rights and holds the casting vote on Board decisions. Management will review such relationships periodically to assess whether any changes in facts or circumstances require a reassessment of control or influence.
3. ADOPTION OF NEW AND REVISED STANDARDS
The following amendments standards and interpretations were adopted by the group from 1 March 2024:
· Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
· Lease Liability in a Sale and Leaseback (Amendments to IFRS16);
· Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and
· Non-current Liabilities with Covenants (Amendments to IAS 1).
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 March 2024. These amendments had no effect on the consolidated financial statements of the Group.
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7)
On 25 May 2023, the IASB issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The amendments require entities to provide certain specific disclosures (qualitative and quantitative) related to supplier finance arrangements. The amendments also provide guidance on characteristics of supplier finance arrangements.
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
On 22 September 2022, the IASB issued amendments to IFRS 16 - Lease Liability in a Sale and Leaseback (the Amendments). Prior to the Amendments, IFRS 16 did not contain specific measurement requirements for lease liabilities that may contain variable lease payments arising in a sale and leaseback transaction. In applying the subsequent measurement requirements of lease liabilities to a sale and leaseback transaction, the Amendments require a seller-lessee to determine 'lease payments' or 'revised lease payments' in a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee.
Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1)
The IASB issued amendments to IAS 1 in January 2020 Classification of Liabilities as Current or Non-current and subsequently, in October 2022 Non-current Liabilities with Covenants.
The amendments clarify the following:
· An entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period.
· If an entity's right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period.
· The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.
· In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity's own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.
ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET APPLIED
The following standards, interpretations and amendments are effective for the period beginning 1 March 2025:
· Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates). Effective 1 January 2025.
· Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments Disclosures). Effective 1 January 2026.
· Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments Disclosures). Effective 1 January 2026.
· IFRS 18 Presentation and Disclosure in Financial Statements. Effective 1 January 2027.
· IFRS 19 Subsidiaries without Public Accountability: Disclosures. Effective 1 January 2027.
Management is in the process of assessing the impact of the updated standards, interpretations and amendments. The most significant impact is expected due to the updates of IFRS 9, IFRS 7 and IFRS 18.
4. REVENUE
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Revenue from the sale of tin | 11 640 945 | 10 616 981 | 23 247 721 |
Revenue from the sale of tantalum | 307 010 | 64 021 | 538 090 |
Revenue from the sale of lithium | 2 634 | 3 147 | 3 177 |
Revenue from the sale of sand | - | 2 219 | - |
Total revenue from customers | 11 950 588 | 10 686 368 | 23 788 988 |
Other revenue - change in fair value of customer contract | 213 730 | 128 328 | 16 475 |
Total revenue | 12 164 318 | 10 814 696 | 23 805 463 |
5. COST OF SALES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Costs of production | 8 149 379 | 6 767 762 | 17 344 601 |
Smelter charges | 724 009 | 707 024 | 1 418 888 |
Logistics costs | 115 801 | 88 599 | 187 338 |
Government royalties | 382 958 | 356 069 | 652 270 |
Orion royalties | 917 005 | 312 896 | 1 244 252 |
| 10 289 152 | 8 232 350 | 20 847 349 |
6. ADMINISTRATIVE EXPENSES
The loss for the period has been arrived at after charging:
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Staff costs | 1 945 962 | 2 062 219 | 3 491 421 |
Depreciation of property, plant and equipment | 237 154 | 259 565 | 573 444 |
Professional fees | 382 081 | 936 654 | 1 627 792 |
Travelling expenses | 112 206 | 278 456 | 337 577 |
Uis administration expenses | 111 639 | 363 437 | 477 362 |
Loss on scrapping of assets | - | - | 623 204 |
Transport expenses | 139 954 | 180 016 | 332 331 |
Staff welfare costs | 48 843 | 99 146 | 184 602 |
Security expenses | 108 645 | 108 604 | 248 264 |
Insurance | 74 362 | 91 915 | 179 911 |
Water and electricity | 34 606 | 32 123 | 72 662 |
Safety equipment | 15 280 | 48 289 | 71 370 |
Disposal of dormant entities | - | - | 16 345 |
Auditor's remuneration | - | - | 298 203 |
IT costs | 125 771 | 278 443 | 448 581 |
Listing costs | 135 628 | 243 064 | 457 812 |
Other costs | 203 319 | 16 164 | 51 681 |
| 3 675 450 | 4 998 095 | 9 492 562 |
Other costs mainly consist of corporate overheads necessary to run the South African head office.
7. OTHER INCOME
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Fair value gain on derivative financial assets | - | - | 354 125 |
Strategic partnership fees | 124 077 | - | - |
Foreign exchange gains | 526 917 | 718 347 | 298 155 |
Gain on sale of diesel | 104 633 | 47 400 | 119 477 |
Other income | 104 075 | 203 650 | 219 269 |
| 859 702 | 969 397 | 991 026 |
8. FINANCE INCOME AND EXPENSES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Finance expenses | |||
Interest on lease liability | 26 989 | 39 899 | 75 420 |
Interest on environmental rehabilitation liability | 78 040 | 73 363 | 148 117 |
Interest on bank facility | 686 799 | 249 387 | 773 769 |
Interest on convertible loan notes | 789 577 | 761 628 | 1 510 320 |
Fair value loss on royalty debt | - | 806 849 | 3 493 971 |
Other interest expenses | 316 112 | 143 221 | 270 324 |
| 1 897 517 | 2 074 347 | 6 271 921 |
Finance income |
|
|
|
Fair value gain on embedded derivative | - | - | 1 296 101 |
Interest income on bank balances | 48 910 | 321 326 | 423 275 |
| 48 910 | 321 326 | 1 719 376 |
| |||
9. LOSS PER SHARE FROM CONTINUING OPERATIONS
The calculation of a basic loss per share of 0.19 pence (August 2024: loss per share of 0.21 pence and February 2025: loss per share of 0.63 pence) is calculated using the total loss for the period attributable to the owners of the Company of £3 009 205 (August 2024: loss of £3 215 983 and February 2025: loss of £9 789 123) and the weighted average number of shares in issue during the period of 1 729 713 674 (August 2024: 1 591 793 522 and February 2025: 1 622 728 373). Due to the loss for the period, the diluted loss per share is the same as the basic loss per share. The number of potentially dilutive ordinary shares in respect of share options, warrants and shares to be issued as at 31 August 2025 is 147 235 043 (August 2024: 165 830 346 and February 2025: 147 490 478). These potentially dilutive ordinary shares may have a dilutive effect on future earnings per share.
10. INTANGIBLE ASSETS
£ | Exploration and evaluation assets | Computer software | Total |
Cost |
|
|
|
As at 31 August 2024 | 11 019 284 | 141 860 | 11 161 144 |
Additions for the period | 1 819 177 | - | 1 819 177 |
Deemed disposal of ML 133 on loss of control of Grace Simba Investments | (1 526 575) | - | (1 526 575) |
Exchange differences | 28 918 | 415 | 29 333 |
As at 28 February 2025 | 11 340 804 | 142 275 | 11 483 079 |
Additions for the period | 243 676 | - | 243 676 |
Exchange differences | (259 538) | (1 350) | (260 888) |
As at 31 August 2025 | 11 324 942 | 140 925 | 11 465 867 |
Accumulated depreciation |
|
|
|
As at 31 August 2024 | - | 62 445 | 62 445 |
Charge for the period | - | 24 211 | 24 211 |
Exchange differences | - | (64) | (64) |
As at 28 February 2025 | - | 86 592 | 86 592 |
Charge for the period | - | 8 888 | 8 888 |
Exchange differences | - | 80 | 80 |
As at 31 August 2025 | - | 95 560 | 95 560 |
Net book value |
|
|
|
As at 31 August 2025 | 11 324 942 | 45 365 | 11 370 307 |
As at 28 February 2025 | 11 340 804 | 55 683 | 11 396 487 |
As at 31 August 2024 | 11 019 284 | 79 415 | 11 098 699 |
Additions to exploration and evaluation assets represents costs incurred on active exploration projects, day to day costs of running the lithium pilot plant, staff costs and share based payments charges.
Ownership of ML 129 was transferred to the Small Miners of Uis as part of the consideration for the purchase of their 15% minority interest in UTMC and ownership of ML 133 was transferred to Grace Simba Investments.
11. PROPERTY, PLANT AND EQUIPMENT
£ | Land | Mining asset under construction | Mining asset | Mining asset - stripping | Decommissioning asset | Right-of-use asset | Computer equipment | Furniture | Vehicles | Mobile equipment (crane) | Buildings | Exploration & evaluation assets | Total |
Cost | |||||||||||||
As at 31 August 2024 | 10 685 | 4 945 903 | 27 640 273 | 8 164 192 | 1 042 730 | 1 298 777 | 715 817 | 408 218 | 396 909 | 414 492 | 672 423 | 3 898 196 | 49 608 615 |
Additions for the period | - | 1 876 892 | 753 381 | 1 782 368 | 254 015 | 87 538 | 20 174 | (13 007) | 60 267 | 11 216 | 4 032 | 98 580 | 4 935 456 |
Disposals for the period | (10 745) | - | (875 139) | - | - | (51 676) | (15 228) | - | - | - | - | - | (952 788) |
Transfer between categories of assets | - | (1 240 807) | 1 240 807 | - | - | - | - | - | - | - | - | - | - |
Foreign exchange differences | 60 | (19 172) | 140 309 | 23 375 | 4 681 | 6 339 | 46 | 1 658 | 1 810 | 1 933 | (881) | 18 178 | 178 336 |
As at 28 February 2025 | - | 5 562 816 | 28 899 630 | 9 969 935 | 1 301 426 | 1 340 978 | 720 809 | 396 869 | 458 986 | 427 641 | 675 574 | 4 014 954 | 53 769 619 |
Additions for the period | - | 396 805 | 596 108 | 1 998 582 | - | - | 9 681 | 2 900 | - | 18 877 | - | - | 3 022 953 |
Disposals for the period | - | - | - | - | - | - | (40 893) | - | - | - | - | - | (40 893) |
Foreign exchange differences | - | (114 510) | (684 037) | (224 062) | (31 550) | (33 768) | (17 005) | (9 582) | (11 127) | (10 367) | (16 378) | (97 332) | (1 249 718) |
As at 31 August 2025 | - | 5 845 111 | 28 811 701 | 11 744 455 | 1 269 876 | 1 307 210 | 672 592 | 390 187 | 447 859 | 436 151 | 659 196 | 3 917 622 | 55 501 961 |
Accumulated depreciation | |||||||||||||
As at 31 August 2024 | - | - | 5 096 956 | 3 330 647 | 119 918 | 708 893 | 308 284 | 191 187 | 170 013 | 84 624 | 31 158 | 7 429 | 10 049 109 |
Charge for the period | - | - | 1 142 887 | 839 131 | 50 843 | 140 484 | 100 551 | 7 918 | 36 007 | 17 554 | 18 027 | (7 400) | 2 346 002 |
Disposals for the period | - | - | (249 846) | - | - | (34 431) | (14 963) | - | - | - | - | - | (299 240) |
Exchange differences | - | - | 13 557 | 7 139 | 212 | 2 533 | 557 | 610 | 476 | 219 | 28 | (29) | 25 302 |
As at 28 February 2025 | - | - | 6 003 554 | 4 176 917 | 170 973 | 817 479 | 394 429 | 199 715 | 206 496 | 102 397 | 49 213 | - | 12 121 173 |
Charge for the period | - | - | 950 441 | 1 194 863 | 40 335 | 112 162 | 112 841 | 14 171 | 37 553 | 16 804 | 12 390 | - | 2 491 560 |
Disposals for the period | - | - | - | - | - | - | (30 973) | - | - | - | - | - | (30 973) |
Exchange differences | - | - | (126 878) | (90 553) | (3 783) | (21 973) | (8 837) | (4 706) | (4 669) | (2 332) | (1 083) | - | (264 814) |
As at 31 August 2025 | - | - | 6 827 117 | 5 281 227 | 207 525 | 907 668 | 467 460 | 209 180 | 239 380 | 116 869 | 60 520 | - | 14 316 946 |
Net book value | |||||||||||||
As at 31 August 2025 | - | 5 845 111 | 21 984 584 | 6 463 228 | 1 062 351 | 399 542 | 205 132 | 181 007 | 208 479 | 319 282 | 598 676 | 3 917 622 | 41 185 015 |
As at 28 February 2025 | - | 5 562 816 | 22 896 076 | 5 793 018 | 1 130 453 | 523 499 | 326 380 | 197 154 | 252 490 | 325 244 | 626 361 | 4 014 954 | 41 648 446 |
As at 31 August 2024 | 10 685 | 4 945 903 | 22 543 317 | 4 833 545 | 922 812 | 589 884 | 407 533 | 217 031 | 226 896 | 329 868 | 641 265 | 3 890 767 | 39 559 506 |
Additions to the mining asset under construction consisted of the costs incurred to date on the procuring of the XRT ore sorters as well as the replacement of the filter press, thickener and shaking tables as part of the Continuous Improvement project.
Additions to the mining asset consist of costs incurred as part of the continuous improvement project as well as capitalised labour and travel costs.
Additions to explorations and evaluation assets represents costs incurred to construct the lithium pilot plant which is treated as a tangible asset. The lithium pilot plant is accounted for in accordance with IFRS 6.
The Group has elected to capitalise the costs of waste stripping activities as these are necessary to allow improved access to the ore and, therefore, will result in future economic benefits. The costs of drilling, blasting and load and haul of waste material is capitalised until such time that the underlying ore is used in production.
12. INVENTORIES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Run-of-mine stockpile | 1 623 191 | 2 117 401 | 972 281 |
Tin concentrate on hand | 2 286 520 | 2 345 151 | 1 741 393 |
Consumables | 1 659 457 | 1 287 555 | 1 497 439 |
| 5 569 168 | 5 750 107 | 4 211 113 |
13. TRADE AND OTHER RECEIVABLES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Trade receivables | 675 638 | 163 384 | 389 183 |
Trade receivables at fair value through profit or loss | 969 542 | 582 081 | 1 074 555 |
Other receivables | 3 965 893 | 706 157 | 3 443 847 |
VAT receivables | 2 299 960 | 2 953 849 | 3 078 532 |
| 7 911 033 | 4 405 471 | 7 986 117 |
14. CASH AND CASH EQUIVALENTS
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Cash on hand and in bank | 1 596 987 | 6 103 624 | 2 701 260 |
Cash and cash equivalents (statement of financial position) | 1 596 987 | 6 103 624 | 2 701 260 |
Bank overdraft (refer to Note 15) | (886 409) | - | (885 317) |
| 710 578 | 6 103 624 | 1 815 943 |
15. BORROWINGS
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Standard Bank vehicle asset financing | 216 705 | 461 960 | 277 518 |
Development Bank of Namibia term loan facility | 4 483 874 | 4 803 752 | 4 712 197 |
Bank Windhoek term loan facility | 4 186 000 | 4 297 469 | 4 290 000 |
Bank Windhoek VAT facility | - | 319 165 | 648 633 |
Bank Windhoek bank overdraft | 886 409 | - | 885 317 |
Convertible loan note debt component | 8 719 065 | 7 861 245 | 8 866 321 |
Short-term loan - Orange Trust | 2 202 286 | - | 1 976 825 |
| 20 694 338 | 17 743 591 | 21 656 811 |
The following is the split between the current and the non-current portion of the liability:
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Non-current liability | 15 002 776 | 16 220 417 | 15 527 065 |
Current liability | 5 691 562 | 1 523 174 | 6 129 746 |
20 694 338 | 17 743 591 | 21 656 811 |
During 2022, a vehicle asset financing facility to the value of N$15 000 000 (c. £628 000) was provided by Standard Bank Namibia. Interest accrues on this facility at the Namibian prime rate plus 0.5%.
On 21 July 2023, the Group issued 77 unsecured convertible loan notes of £100 000 each to new and existing investors. The notes have a term of 3 years, bear interest at a rate of 12% per annum and can be redeemed at the option of the Group or converted into ordinary shares at a fixed price of 9.45 by mutual agreement between the Group and the note holders. As per IAS 32 and IFRS 9, the fair value of the proceeds of the notes consisted of a liability and an equity component. Refer to the Statement of Changes in Equity for the equity portion of this instrument.
On 5 September 2023, the Development Bank of Namibia ("DBN") served notice confirming that all conditions had been fulfilled or waived and that financial close had occurred. Accordingly, the Group received the 1st drawdown of N$50 000 000 (c. £2 093 000) in September 2023 and the 2nd drawdown of the same amount in March 2024, totalling an amount of N$100 000 000 (c. £4 186 000). This loan has a term of 10 years, bears interest at the Namibian prime rate + 2.5% and is repayable in quarterly instalments. These funds have been used to expedite the implementation of the Uis Mine Stage II Continuous Improvement Programme.
On 22 November 2023, a US$25 000 000 (c. £19 800 000) funding packing was concluded with Orion Resource Partners. This included US$2 500 000 (c. £2 000 000) equity, a US$10 000 000 (c. £7 900 000) Convertible Loan Note and a US$12 500 000 (c. £9 900 000) unsecured tin royalty. The equity and loan note have been used to accelerate Andrada's overall strategy of achieving commercial production of its lithium, tin and tantalum revenue streams. The royalty funds will be used for the sole purpose of increasing Andrada's tin production.
On 6 August 2024, Uis Tin Mining Company agreed a N$100 000 000 (c. £4 186 000) term loan with Bank Windhoek. The loan has a term of 6 years and will incur interest at the Namibian prime rate plus a variable margin which is dependent on the prime rate and is repayable in quarterly instalments. Bank Windhoek has provided short-term loan facilities of up to N$15 000 000 (c. £628 000) for use as cash flow against future VAT payments. The initial term of the loan was 12 months and in August 2025 the facility was renewed for a further 12 months. The short-term loan incurs interest at the Namibian prime rate. The short-term loan will be repaid to the bank upon receipt of refunds from the Namibia Revenue Agency. In addition to the lending facilities, Bank Windhoek has provided Andrada Mining (Namibia) with a N$10 000 000 (c. £419 000) guarantee to the Namibia Power Corporation in relation to a deposit against the right to a supply of electrical power. This guarantee will incur a small fee payable at six-month intervals.
The bank overdraft facility held with Bank Windhoek can be drawn down to a maximum of N$50 000 000 (c. £2 145 000). This facility is for 12 months from the date of drawdown and incurs interest at the Namibian prime rate minus 0.5%. This facility was renewed in June 2025 for another 12-month period.
As a result of the new facilities offered by Bank Windhoek, the Group settled the balance of the term loan and the VAT facility owed to Standard Bank Namibia.
On 12 February 2025, Andrada Mining Ltd entered into a US$2 500 000 (c. £2 000 000) secured funding facility from the Orange Trust. The loan term is six months, and it will attract a facility fee of US$50 000 (c. £40 000) per month. The Loan will fund the construction of a tin processing jig plant at the Uis mine.
16. OTHER FINANCIAL LIABILITIES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Held at fair value through profit and loss: |
|
|
|
Derivative liability raised on convertible loan notes | 104 164 | 1 411 709 | 104 164 |
Royalty debt | 12 536 152 | 10 339 736 | 13 449 521 |
Derivative liability raised on commodity swap contracts | 66 398 | - | - |
Held at amortised cost: |
|
|
|
Deferred consideration | 359 777 | 415 640 | 375 760 |
13 066 490 | 12 167 085 | 13 929 445 |
The following is the split between the current and the non-current portion of the liability:
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Non-current liability | 11 326 899 | 11 157 791 | 12 135 680 |
Current liability | 1 739 591 | 1 009 294 | 1 793 765 |
13 066 490 | 12 167 085 | 13 929 445 |
On 22 November 2023, the Group entered into an agreement with Orion Resource Partners (royalty holder) whereby the holder purchased a gross revenue royalty for US$12 500 000 (c. £9 251 000) from the Group. In exchange for the gross revenue royalty, the Group is required to make quarterly royalty payments to the holder based on the tin mined and sold by the Group. At initial recognition, the royalty transaction was measured at fair value of US$12 560 000 (c. £9 296 000). In determining the fair value, management used a credit spread rate of 10.58% and a risk-free rate of between 3.82% and 5.42%. As at 31 August 2025, the fair value of the royalty debt was £12 536 152 (August 2024: £10 339 736 and February 2025: £13 449 521).
The transaction also included the issue of one hundred unsecured convertible loan notes of $100 000 (c. £74 000) each. The loan notes are redeemable in 4 years from the issue date. Written consent from the note holders is required if the loan notes are redeemed prior to the maturity date. The interest accrues quarterly at 12% per annum. The noteholders may, at any time before the redemption date, convert the loan notes into Andrada ordinary shares in tranches of a minimum of US$100 000 at a conversion price of 9.45 pence per share. At initial recognition date, a derivative liability was recognised at a fair value of £2 155 674. The derivative liability was subsequently valued at £104 164 (August 2024: £1 411 709 and February 2025: £104 164). In determining the fair value of the derivative, management used a credit spread of 16.12%.
The deferred consideration refers to the present value of 240 monthly cash payments of N$75 000 (c. £3 200) to be paid by Andrada Namibia to the Small Miners of Uis ("SMU") as part of the purchase price for their minority interest in UTMC. This liability was initially recognised at fair value and subsequently at amortised cost. Please refer to Note 21 for further information on this transaction.
The Group has entered a series of fixed-for-floating commodity swap transactions initially with Standard Bank Namibia and subsequently with Bank Windhoek to hedge against the variability in cash flows related to tin price fluctuations. The Standard Bank contract was in place from June 2024 to May 2025 during which the Group received a fixed price of US$33 000 per tonne of tin concentrate for 20 tonnes of material per month.
The Bank Windhoek contract is from June 2025 to May 2026, and the Group has since received a fixed price of US$34 400 per tonne of tin concentrate for 20 tonnes of material per month. The gain or loss made monthly is settled in cash. This swap contract is classified as a fair value instrument as the Group is protecting against the risk of changes in the fair value of its forecasted sales due to the tin price volatility. The Group uses both prospective and retrospective methods to measure the relationship between changes in the tin price and the commodity swap contract and in all cases the instrument is effective. The gains or losses made on the instrument during the period are recognised in Profit or Loss. A derivative financial liability was raised on all open contracts at the end of the period based on the difference between the LME 3-month tin price and the fixed price as per the agreement.
17. TRADE AND OTHER PAYABLES
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Trade payables | 3 398 151 | 3 673 937 | 3 945 393 |
Other payables | 713 740 | 747 212 | 301 712 |
Accruals | 2 122 672 | 1 244 808 | 2 554 590 |
| 6 234 563 | 5 665 957 | 6 801 695 |
18. ENVIRONMENTAL REHABILITATION LIABILITY
| £ |
Balance at 31 August 2024 | 1 270 629 |
Increase in provision | 254 015 |
Interest expense | 74 754 |
Foreign exchange differences | 4 991 |
Balance at 28 February 2025 | 1 604 389 |
Increase in provision | - |
Interest expense | 78 040 |
Foreign exchange differences | (38 195) |
Balance at 31 August 2025 | 1 644 234 |
Provisions for future environmental rehabilitation and decommissioning costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted appropriately the reflect new circumstances. The environmental rehabilitation liability is based on disturbances and the required rehabilitation as at 31 August 2025.
The rehabilitation provision represents the present value of decommissioning costs relating to; the dismantling and sale of mechanical equipment and steel structures related to the Phase 1 plant, the tantalum circuit, the bulk sampling processing facility and; the demolishing of civil platforms and reshaping of earthworks. This provision requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude and timing of the possible disturbance, extent and costs of the required closure and rehabilitation activities.
In calculating the appropriate provision, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof are prepared. These forecasts are then discounted to their present value using a risk-free rate appropriate for the liability. In determining the amount attributable to the rehabilitation liability, management used a discount rate of 11.02%, an inflation rate of 4.0% and an estimated mining period of 11.2 years. Actual rehabilitation and decommissioning costs will ultimately depend upon future market prices for the necessary rehabilitation works and timing of the mine closure.
19. LEASE LIABILITY
The Group assessed all rental agreements and concluded that the following rentals are within the scope of IFRS 16 "Leases" and, therefore, raised a lease liability:
£ | Office Building | Workshop | Housing | Vehicles | Solar Plant | Total |
Balance at 31 August 2024 | 344 666 | 7 850 | 165 871 | 98 832 | - | 617 219 |
Additions | - | 45 441 | - | - | 42 096 | 87 537 |
Disposals | - | - | (27 203) | - | - | (27 203) |
Interest expense | 20 756 | 1 245 | 7 368 | 4 746 | 1 324 | 35 439 |
Lease payments | (66 136) | (23 998) | (53 085) | (23 814) | (1 717) | (168 750) |
Foreign exchange differences | 2 012 | 235 | 1 256 | 648 | (40) | 4 111 |
Balance at 28 February 2025 | 301 298 | 30 773 | 94 207 | 80 412 | 41 663 | 548 353 |
Interest expense | 16 951 | 842 | 3 761 | 3 535 | 1 897 | 26 986 |
Lease payments | (63 347) | (22 974) | (44 739) | (22 798) | (2 489) | (156 347) |
Foreign exchange differences | (7 721) | (944) | (2 652) | (2 122) | (1 010) | (14 449) |
Balance at 31 August 2025 | 247 181 | 7 697 | 50 577 | 59 027 | 40 061 | 404 543 |
The following is the split between the current and the non-current portion of the liability:
£ | 6 months ended 31 August 2025 (unaudited) | 6 months ended 31 August 2024 (unaudited) | 12 months ended 28 February 2025 (audited) |
Non-current liability | 191 125 | 376 502 | 283 835 |
Current liability | 213 418 | 240 717 | 264 518 |
404 543 | 617 219 | 548 353 |
20. ACQUISITION OF MINORITY INTEREST
On 2 August 2024, the Group acquired an additional 15% interest in the voting shares of its subsidiary, UTMC, from the Small Miners of Uis ("SMU") and Sinco Investments Five (Pty) Ltd ("Sinco"). This increased the Group's ownership interest from 85% to 100%. The net asset value of UTMC on the transaction date was £3.86 million.
The consideration for the acquisition consists of:
· The issue of Ordinary Shares in Andrada Mining Ltd
- 13 651 560 Ordinary Shares issued to SMU
- 31 148 782 Ordinary Shares issued to Sinco
· 240 monthly cash payments of N$75 000 to be paid by Andrada Namibia to SMU, resulting in a present value of the deferred consideration of £415 640 as at the transaction date
· Transfer of Andrada Namibia's 85% interest in ML 129 to SMU
| £ |
Issue of Ordinary Shares to SMU | 443 676 |
Issue of Ordinary Shares to Sinco | 1 012 335 |
Present value of cash component of deferred consideration | 376 514 |
Fair value of ML 129 | 1 235 017 |
Foreign exchange differences | (549) |
Deemed consideration paid for the acquisition | 3 066 993 |
Add carrying value of additional 15% interest in UTMC | 600 925 |
Difference recognised in retained earnings | 3 667 918 |
21. SHARE CAPITAL
| Number of ordinary shares of no-par value issued and fully paid | Share capital £ |
Balance at 31 August 2024 | 1 653 487 606 | 61 642 969 |
Exercising of employee share options - 17 October 2024 | 800 000 | 24 000 |
Shares issued to employees - 27 February 2024 | 17 391 447 | 390 767 |
Balance at 28 February 2025 | 1 671 679 053 | 62 057 736 |
Capital raise - 1 July 2025 | 166 666 666 | 5 000 000 |
Share issue costs | - | (415 321) |
Shares issued in lieu of interest July CLN - 15 August 2025 | 31 981 474 | 936 833 |
Balance at 31 August 2025 | 1 870 327 193 | 67 579 248 |
Authorised: 1 948 972 422 ordinary shares of no-par value
Allotted, issued, and fully paid: 1 870 327 193 ordinary shares of no-par value
22. WARRANT RESERVE
The following warrants were granted during the period ended 29 February 2024:
Date of grant | 21 July 2023 | 22 November 2023 |
Number granted | 15 400 000 | 16 043 638 |
Contractual life | 2 years | 2 years |
Estimated fair value per warrant (pence) | 1.874 | 0.700 |
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were: | ||
Date of grant | 21 July 2023 | 22 November 2023 |
Share price at grant date (pence) | 7.70 | 5.50 |
Exercise price (pence) | 9.45 | 9.45 |
Expected life | 2 years | 2 years |
Expected volatility | 49.5% | 49.5% |
Expected dividends | Nil | Nil |
Risk-free interest rate | 4.60% | 4.70% |
The warrants in issue during the period are as follows:
Outstanding at 31 August 2024 | 34 056 972 |
Exercisable at 31 August 2024 | 34 056 972 |
Granted during the period | - |
Expired during the period | (2 613 334) |
Exercised during the period | - |
Outstanding at 28 February 2025 | 31 443 638 |
Exercisable at 28 February 2025 | 31 443 638 |
Granted during the period | - |
Expired during the period | (15 400 000) |
Exercised during the period | - |
Outstanding at 31 August 2025 | 16 043 638 |
Exercisable at 31 August 2025 | 16 043 638 |
On 21 July 2023, 15 400 000 warrants were issued as part of the convertible loan note transaction. Each note holder received 2 warrants for every £1 subscribed for. Each warrant enables the holder to subscribe for one ordinary share at a subscription price of 9.45p. These warrants were not exercised and expired on 21 July 2025.
On 22 November 2023, 16 043 638 warrants were issued as part of the Orion financing transaction. Orion received 2 warrants for every £1 subscribed for. Each warrant enables the holder to subscribe for one ordinary share at a subscription price of 9.45p. The warrants are exercisable at any time from the date of issue for a period of two years.
23. SHARE-BASED PAYMENT RESERVE
Director share options
The following Director share options were granted during the period ended 29 February 2024:
Date of grant | 1 May 2023 | 1 May 2023 | 1 May 2023 |
Number granted | 2 342 908 | 2 342 908 | 2 342 908 |
Vesting period | 3 years | 3 years | 3 years |
Contractual life | 10 years | 10 years | 10 years |
Estimated fair value per option (pence) | 1.7290 | 1.4820 | 1.2800 |
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were: | |||
Date of grant | 1 May 2023 | 1 May 2023 | 1 May 2023 |
Share price at grant date (pence) | 5.12 | 5.12 | 5.12 |
Exercise price (pence) | 7.00 | 8.00 | 9.00 |
Date of first exercise | 1 May 2026 | 1 May 2026 | 1 May 2026 |
Expiry date | 1 May 2033 | 1 May 2033 | 1 May 2033 |
Expected volatility | 53% | 53% | 53% |
Expected dividends | Nil | Nil | Nil |
Risk-free interest rate | 3.93% | 3.93% | 3.93% |
The following Director share options were granted during the period ended 28 February 2025: | |
Date of grant | 21 February 2025 |
Number granted | 7 154 754 |
Vesting period | 3 years |
Contractual life | 3 years |
Estimated fair value per option (pence) | 2.20 |
The Director share options in issue during the period are as follows: | |
Outstanding at 31 August 2024 | 48 478 724 |
Exercisable at 31 August 2024 | 33 650 000 |
Granted during the period | 7 154 754 |
Forfeited during the period | - |
Transferred from employee share options during the year | 6 908 616 |
Exercised during the period | - |
Expired during the period | (25 850 000) |
Outstanding at 28 February 2025 | 36 692 094 |
Exercisable at 28 February 2025 | - |
Granted during the period | - |
Forfeited during the period | - |
Exercised during the period | - |
Expired during the period | - |
Outstanding at 31 August 2025 | 36 692 094 |
Exercisable at 31 August 2025 | - |
The Director share options outstanding at period end have an average exercise price of £0.081 and a weighted average remaining contractual life of 3.09 years. The Director must be a Director of the Company for the share options to vest. If a Director ceases to be a Director during the vesting period, the Board reserves the right to determine whether the share options will be terminated or not. There are no market-based vesting conditions on the share options.
Employee share options
The following employee share options were granted during the period ended 29 February 2024:
Date of grant | 1 May 2023 | 1 May 2023 | 1 May 2023 |
Number granted | 8 716 355 | 8 716 355 | 8 716 355 |
Vesting period | 3 years | 3 years | 3 years |
Contractual life | 10 years | 10 years | 10 years |
Estimated fair value per option (pence) | 1.7290 | 1.4820 | 1.2800 |
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were: | |||
1 May 2023 | 1 May 2023 | 1 May 2023 | |
Share price at grant date (pence) | 5.12 | 5.12 | 5.12 |
Exercise price (pence) | 7.00 | 8.00 | 9.00 |
Date of first exercise | 1 May 2026 | 1 May 2026 | 1 May 2026 |
Expiry date | 1 May 2033 | 1 May 2033 | 1 May 2033 |
Expected volatility | 53% | 53% | 53% |
Expected dividends | Nil | Nil | Nil |
Risk-free interest rate | 3.93% | 3.93% | 3.93% |
The following Employee share options were granted during the period ended 28 February 2025: | |
Date of grant | 21 February 2025 |
Number granted | 22 330 678 |
Vesting period | 3 years |
Contractual life | 3 years |
Estimated fair value per option (pence) | 2.20 |
The employee share options in issue during the period are as follows: | |
Outstanding at 31 August 2024 | 83 549 440 |
Exercisable at 31 August 2024 | 35 936 753 |
Granted during the period | 22 330 678 |
Transferred to Directors share options during the year | (6 908 616) |
Forfeited during the period | (3 660 000) |
Exercised during the period | (800 000) |
Expired during the period | (15 781 756) |
Outstanding at 28 February 2025 | 78 729 746 |
Exercisable at 28 February 2025 | - |
Granted during the period | - |
Forfeited during the period | - |
Exercised during the period | - |
Expired during the period | - |
Outstanding at 31 August 2025 | 78 729 746 |
Exercisable at 31 August 2025 | - |
The employee share options outstanding at the yearend have an average exercise price of £0.073, with a weighted average remaining contractual life of 3.65 years. The options vest subject to the employee remaining in continuous employment with the Company until the vesting date. There are no market-based vesting conditions attached to these share options.
24. INVESTMENT IN ASSOCIATE
Earn-in Agreement
Andrada Mining (Mauritius) ("AMM") entered into an Earn-in Agreement dated 7 September 2024 with SQM Australia ("SQM") relating to Grace Simba Investments ("GSI"), a special purpose vehicle established in Namibia for the exploration and development activities of Lithium Ridge. All conditions precedent were satisfied on 17 February 2025 following the Namibia Competition Commission approval. Under the terms of the agreement, SQM may earn up to a 50% equity interest in GSI through staged funding contributions totalling up to US$40 million. The earn-in structure comprises three stages:
· Stage 1: 30% interest for US$7 million over 18 months.
· Stage 2: Additional 10% interest for US$13 million over 24 months.
· Stage 3: Final 10% interest by free-carrying Andrada to a Definitive Feasibility Study or cumulative expenditure of US$40 million.
Governance and Control Assessment
During Stage 1, the governance structure includes equal board representation from Andrada and SQM, however, SQM appoints the chairperson who holds a casting vote. Strategic decisions, including share issuances and constitutional amendments, require a shareholder resolution passed by at least 75% of the votes or unanimous written consent.
Andrada is the Operator of GSI, subject to oversight by a Joint Development Committee ("JDC") with equal representation and a casting vote held by SQM. However, all JDC decisions require board ratification and are subject to reserved matters. The Board and the JDC decide on budgets, exploration activities and development plans.
Accounting Treatment
In accordance with IFRS 10 - Consolidated Financial Statements, Andrada has assessed its involvement with GSI and has concluded that it does not have control of the entity during Stage 1. This conclusion is based on the following:
· Andrada does not have unilateral power over GSI's relevant activities. These activities include exploration and drilling programmes.
· While Andrada is exposed to variable returns through its shareholding, it lacks the ability to use power to affect those returns.
· SQM holds substantive governance rights during the first earn-in period.
Although the Group does not have control of GSI, it retains significant influence over GSI due to the shareholding, participation in governance and decision-making dynamics. Therefore, Andrada accounts for its investment in GSI using the equity method under IAS 28. This includes initial recognition at fair value as a single line in the Statement of Financial Position with subsequent adjustments for its share of profits and dividends through the Statement of Profit and Loss. Considering that there is no active market for the rights within GSI, the best method of fair value determination is the Net Asset Valuation, which is equivalent to the cost of the investment. The investment is presented as a single line item in the non-current assets section of the statement of financial position. According to IFRS 10.25, an entity must recognise the fair value of the consideration received from the transaction event or circumstances that resulted in the loss of control. The $2 million participation received from SQM on satisfying the conditions precedent is stated as a single line item on the statement of comprehensive income.
25. EVENTS AFTER BALANCE SHEET DATE
Changes to the Board of Directors
Effective 30 September 2025, Michael Rawlinson and Terence Goodlace resigned as Directors of the Group to focus on other professional commitments.
26. RESERVES WITHIN EQUITY
a. Share capital
Ordinary shares are classified as equity and incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
b. Convertible loan note reserve
The convertible loan note reserve represents proceeds from issued convertible loan notes relating to the equity component plus the accrued interest.
c. Warrant reserve
The warrant reserve represents the cumulative charge to date in respect of unexercised share warrants as at the balance sheet date.
d. Share-based payment reserve
The share-based payment reserve represents the cumulative charge to date in respect of unexercised share options at the balance sheet date including fees or salaries owed to Directors/employees to be settled through the issuing of shares.
e. Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of entities with a functional currency other than Pound Sterling.
f. Retained earnings/accumulated deficit
The retained earnings/accumulated deficit represents the cumulative profit and loss net of distribution to owners.
Related Shares:
Andrada Mining