Unaudited 2026 Interim Financial Statements

30 September 2026

Golden Rock Global PLC

(the "Company")

Unaudited 2026 Interim Financial Statements

The Company is pleased to announce its results for the six months ended 30 June 2026.

Enquiries

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

STATEMENT ON BEHALF OF THE BOARD

I am pleased to announce the unaudited results for the six months ended 30 June 2026.

The Company reports an operating loss of £656,355 for the six months ended 30 June 2026 (30 June 2025: loss £288,713), a loss of 2.54 pence per share (30 June 2025: 1.26 pence). The respective losses, adjusted for non-cash charges relating to Convertible Loan Notes ("CLN") and warrants, for the six months to 30 June 2026 were £466,160 (30 June 2025: £112,066) reflecting the Company's increased expenditure on professional advisors and other costs committed to the Company's potential acquisition.

During the period the Company secured increased CLN funding of £1,035,000 for a total facility of £1,490,000. At 30 June 2026 and at the date of this report, the Company has fully drawn the available CLN facilities to fund its working capital requirements. At 30 June 2026 the Company had cash at bank of £728,659 (30 June 2025: £272,892).

On 21 January 2026, the Company suspended its listing on the Equity shares (shell companies) category of the Official List and trade on the Main Market of the London Stock Exchange, on the announcement of the Company entering into non-binding heads of terms for a Reverse Takeover ("RTO") transaction. The Company's shares continue to be suspended at the date of this report as the Directors continue to actively work with the RTO counterparty, StarEdge Digital Infrastructure Inc., ("SEDI"), to pursue completion of the transaction.

The Board appreciates that the Company's listing has been suspended for an extended period while the RTO transaction is pursued. This has been due to unexpected delays resulting from the reorganization of SEDI as announced on 23 July 2026. Advisors, including legal, reporting accountants and now a Financial Advisor and Sponsor (SPARK Advisory Partners Limited), for the proposed RTO, have now been appointed and are working with the Company, and SEDI's board and advisors, to progress the proposed transaction. 

Further updates on progress in this regard will be announced in due course.

Paul Carroll

Non-executive Chairman

29 September 2026

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The following describes the nature and purpose of each reserve within owners' equity:

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

1. GENERAL INFORMATION

The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.

The Company's registered office is located at 36 Hilgrove Street, St Helier, JE2 4SL, Jersey.

The Company wholly owns Golden Rock Services Limited ("GRS") incorporated in England & Wales as a private company limited by shares on 20 November 2020 under the UK Companies Act 2006, as amended, and registered number 13036001 ("Group").

The Company's ordinary shares are admitted to the Equity Shares (Shell) category of the Official List and trade on the Main Market of the London Stock Exchange.

The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2026 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2025 and are those the Group expects to apply into financial statements for the year ending 31 December 2026. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.

The seasonality or cyclicality of the Group does not impact the interim financial information.

4. SEGMENT INFORMATION

5. TAXATION

The Company is incorporated in Jersey, and its activities are subject to taxation at a rate of 0%. GRS is domicile in the United Kingdom but has no income and bears no expense (which are borne by the Company).

6. DIVIDEND

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2026 (30 June 2025: Nil).

7. LOSS PER SHARE

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

8. SHARE CAPITAL

The issued shares have a nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital.

On 21 January 2026 the Company issued 3,000,000 shares on exercise of warrant at a price of £0.00021978 raising £659 ("New Shares"). The New Shares were issued as fully paid at the discount nominal value.

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel its June 2025 CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest.

10. WARRANTS

On 21 January 2026 a warrant was exercised, and 3,000,000 ordinary shares were allotted fully paid up at an exercise price of £0.00021978 per share for consideration of £659.

On 16 March 2026 the Company further granted, on 1 for 2 basis, warrants to subscribers of new convertible loan notes ("CLN") giving rise to 17,250,000 warrants exercisable at a price of £0.03 per share for a period of three years from the date of issue. The October 2025 and March 2026 CLN warrants were valued using the Black Scholes method with a share price of £0.0345, volatility assumption of 60%, 3.858% risk free rate and expiry assumption of 31 December 2026, giving rise to a charge to the share based payment reserve of £171,901.

At 30 June 2026 the Company has 49,523,333 warrants outstanding.

11. RESTRICTIONS ON EXERCISE OF WARRANTS AND CONVERSION OF LOAN NOTES ("CLNs")

The Warrants are not capable of being exercised and the CLNs are not capable of being converted in each case (i) unless the Directors have been granted necessary share authorities to allow the resulting issuance of new ordinary shares; (ii) if the resulting issuance of new ordinary shares to the subscriber to the new ordinary shares, when taken together with their respective existing shareholdings in the Company at the date of such exercise or conversion, would require either of them to make a mandatory cash offer for all the ordinary shares in the Company not already owned by them pursuant to rule 9 of the Takeover Code; or (iii) if a prospectus would be required to be published by the Company in order for the resulting new ordinary shares to be admitted to the Equity Shares (shell companies) Category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

12. RELATED PARTY TRANSACTIONS

During the six months to 30 June 2026, the Group entered into the following transactions with related parties and connected parties:

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel the CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest. On 30 June 2026 the Company paid an amount of £145,000 to NE10 Vodka Limited on account of, and in settlement of, the principal and accrued interest. At 30 June 2026, NE10 Vodka Limited owed the Company £4,606 in respect of the overpayment. Paul Carroll is a director of NE10 Vodka Limited.

On 28 May 2026 the Company advanced to Paul Carroll an amount of £80,000 as a loan to a Director. The loan was made on commercial terms to Mr. Carroll with an interest coupon of 8% per annum and the principal plus accrued interest repayable in cash on 18 October 2026. As the principal amount of the Loan exceeded 5% of, inter alia, the Company's latest published gross assets at that time, the transaction constituted a material related party transaction pursuant to DTR 7.3 and should have been announced at the time the loan was agreed. This disclosure oversight was uncovered as part of the review process on production of these unaudited interim financial statements and the relevant disclosure note therein.

13. EVENTS AFTER THE REPORTING PERIOD

On 23 July 2026 the Company issued an RNS update to the market, advising on the corporate restructuring of the proposed RTO, and business details of the target operating entity.

14. RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

The interim financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting';

The interim financial report includes a fair review of the information required by the DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

The interim financial report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).