INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 AND JUNE 30, 2026 (UNAUDITED) AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED) AND 2026 (UNAUDITED)
Published on September 30, 2026
Exhibit 99.1
Namib Minerals
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income
For the six months ended June 30, 2026, and 2025
($ in thousands, except per share data)
| Note | June 30, 2026 |
June 30, 2025 |
||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Revenue | 5 | $ | $ | |||||||
| Production costs | 6 | ( | ) | ( | ) | |||||
| Depreciation and amortization | 14 | ( | ) | ( | ) | |||||
| Royalties | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| Other income | 10 | |||||||||
| Administrative expenses | 7 | ( | ) | ( | ) | |||||
| Change in fair value of earnout liability | 33 | ( | ) | |||||||
| Change in fair value of derivative liability (warrants) | 24 | ( | ) | |||||||
| Listing expense | 4 | ( | ) | |||||||
| Allowance for credit losses | 17 | ( | ) | |||||||
| Impairment | 14 | ( | ) | ( | ) | |||||
| Foreign exchange loss | 8 | ( | ) | ( | ) | |||||
| Operating profit/(loss) before interest and taxation | ( | ) | ||||||||
| Finance cost | 11 | ( | ) | ( | ) | |||||
| Interest income | ||||||||||
| Related party credit loss | 26 | ( | ) | |||||||
| Profit/(loss) before taxation | ( | ) | ||||||||
| Income tax expense | 12 | ( | ) | ( | ) | |||||
| Loss for the period | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
| Loss per share | ||||||||||
| Basic loss per share ($) | 13 | ( | ) | ( | ) | |||||
| Diluted loss per share ($) | 13 | ( | ) | ( | ) | |||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-1
Namib Minerals
Condensed Consolidated Interim Statements of Financial Position
As of June 30, 2026, and December 31, 2025
($ in thousands)
| Note | June 30, 2026 |
December 31, 2025 |
||||||||
| (Unaudited) | (Audited) | |||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Inventories | $ | $ | ||||||||
| Trade and other receivables, net | 17 | |||||||||
| Cash and cash equivalents | 19 | |||||||||
| Excise duty indemnification | 1 | |||||||||
| Short-term prepayments | 15 | |||||||||
| Total current assets | ||||||||||
| Non-current assets: | ||||||||||
| Property, plant and equipment, net | 14 | |||||||||
| Right-of-use assets | ||||||||||
| Exploration and evaluation assets, net | 16 | |||||||||
| Long-term prepayments | 15 | |||||||||
| Intangible asset | 30 | |||||||||
| Staff loan receivables | ||||||||||
| Total non-current assets | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES | ||||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 18 | $ | $ | |||||||
| Current tax liabilities | ||||||||||
| Borrowings: | 23 | |||||||||
| Cash-settled share-based payment | ||||||||||
| Excise tax payable | 1 | |||||||||
| Lease liability | ||||||||||
| Earnout liability | 33 | |||||||||
| Amounts due to related parties | 26 | |||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Provision for rehabilitation cost | 20 | |||||||||
| Borrowings | 23 | |||||||||
| Derivative liability (warrants) | 24 | |||||||||
| Earnout liability | 33 | |||||||||
| Lease liability | ||||||||||
| Cash-settled share-based payment | ||||||||||
| Deferred tax liability | 12 | |||||||||
| Total non-current liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| Shareholders’ deficit: | ||||||||||
| Ordinary shares | 25 | |||||||||
| Share premium/other reserves | ( | ) | ( | ) | ||||||
| Shareholders’ surplus | ||||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-2
Namib Minerals
Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficit
For the six months ended June 30, 2026, and 2025
($ in thousands)
| Note | Share capital |
Share premium/other reserves |
Shareholders’ surplus/(deficit) |
Total equity | ||||||||||||||
| (Unaudited) | ||||||||||||||||||
| Balance at January 1, 2026 | 25 | ( | ) | ( | ) | |||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||||
| Issue of shares for promissory note (1) | 25 | |||||||||||||||||
| Share-based payments | 29 | ( | ) | |||||||||||||||
| Balance at June 30, 2026 | 25 | ( | ) | ( | ) | |||||||||||||
| Balance at January 1, 2025 | 25 | ( | ) | ( | ) | |||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||||
| Impact of reverse capitalization | 4, 25 | ( | ) | |||||||||||||||
| Issuance of shares to HCVI shares upon reverse capitalization | 1, 4 | ( | ) | ( | ) | |||||||||||||
| Issue of shares (1) | 25 | ( | ) | ( | ) | |||||||||||||
| Earnout liability | 33 | |||||||||||||||||
| Balance at June 30, 2025 | 25 | ( | ) | ( | ) | ( | ) | |||||||||||
| 1. |
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-3
Namib Minerals
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended June 30, 2026, and 2025
($ in thousands)
| Note | June 30, 2026 |
June 30, 2025 |
||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Cash generated from operations (see note 34) | ||||||||||
| Finance costs paid | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||
| Income taxes paid | 12 | ( | ) | ( | ) | |||||
| Net cash generated from operating activities | ||||||||||
| Cash flows from investing activities | ||||||||||
| Purchase of property, plant and equipment (PP&E) | 14 | ( | ) | ( | ) | |||||
| Investment in exploration and evaluation assets | 16 | ( | ) | ( | ) | |||||
| Prepayments made toward PP&E | 15 | ( | ) | ( | ) | |||||
| Staff loans advanced | ( | ) | ||||||||
| Repayment of staff loans advanced | ||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||
| Cash flow from financing activities | ||||||||||
| Proceeds from borrowings | 23 | |||||||||
| Repayment of borrowings | 23 | ( | ) | ( | ) | |||||
| Payment of lease liabilities | ( | ) | ||||||||
| Net cash generated from financing activities | ||||||||||
| Total cash movement for the period | ( | ) | ||||||||
| Effect of exchange rate fluctuation | ( | ) | ( | ) | ||||||
| Cash and cash equivalents, net at the beginning of period | ( | ) | ||||||||
| Cash and cash equivalents, net at period-end | 19 | $ | $ | |||||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-4
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
1. General information
Organization
Namib Minerals (“Namib”) was incorporated on
Namib Minerals, through its subsidiaries (collectively the “Group”), is principally engaged in mining for gold and other precious and critical metals.
Group - prior-period transactions
The Reorganization Transaction and the Business Combination were completed in prior periods and are described in full in Notes 1 and 4 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The effects of the Business Combination are reflected in the comparative results for the six months ended June 30, 2025, and are summarized in Note 4. The earnout liability and derivative liability (warrants) that arose from the Business Combination are disclosed in Notes 33 and 24, respectively.
2. Basis of presentation
Statement of compliance
The condensed consolidated interim financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board, and on a going concern basis (see Note 31). They do not include all of the information required for a complete set of annual financial statements and should be read in conjunction with the Group’s audited consolidated financial statements for the year ended December 31, 2025.
Other than for the adoption of the new or revised standards, amendments and/or interpretations that became mandatory for periods beginning on or after January 1, 2026 (see Note 3), the same significant accounting policies are applied in these condensed consolidated interim financial statements as those in the Group’s most recent audited consolidated financial statements for the year ended December 31, 2025. Management confirms that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated interim financial statements.
The condensed consolidated interim financial statements of the Group were approved for issue by the Group’s Board of Directors on September 30, 2026.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on the historical cost basis except for:
| ● | the earnout liability and derivative liability (warrants) which are measured at fair value with gains or losses recognized in profit or loss; |
| ● | cash-settled share-based payment arrangements, which are measured at fair value on grant and re-measurement dates; and equity-settled share-based payment arrangements, which are measured at fair value on the grant date. |
These condensed consolidated interim financial statements are presented in United States dollars (“$”, or “US Dollars”), which is also the functional currency of the Group. All financial information has been presented in thousands, unless otherwise indicated.
F-5
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
3. Accounting pronouncements
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Interpretations and amendments adopted
Amendment to IFRS 9 and IFRS 7
In May 2024, the International Accounting Standards Board issued an amendment to IFRS 9 and IFRS 7, Classification and Measurement of Financial Instruments. This amendment intends to clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the principal-and-interest-only payment (SPPI) criterion; add new disclosures for certain instruments with contractual terms that may change cash flows (such as some instruments with features linked to the achievement of Environmental, Social and Governance (ESG) goals); and make updates to disclosures for equity instruments designated at fair value through other comprehensive income. The amendment is effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The amendments had no impact on the Group’s condensed consolidated interim financial statements since it already derecognized financial liabilities at the settlement date.
Annual improvements to IFRS Accounting Standards — Volume 11
In July 2024, the International Accounting Standards Board (IASB) issued the Annual Improvements to IFRS Accounting Standards—Volume 11. The IASB’s Annual Improvements are limited to amendments that either clarify the wording of an IFRS standard or correct relatively minor unintended consequences, oversights or conflicts between requirements in the standards.
The amendments contained in the Annual Improvements relate to:
| ● | IFRS 1 First-time Adoption of International Financial Reporting Standards — Hedge Accounting by a First-time Adopter |
IFRS 7 Financial Instruments: Disclosures:
| ● | Gain or loss on derecognition |
| ● | Disclosure of differences between the fair value and the transaction price |
| ● | Disclosures on credit risk |
IFRS 9 Financial Instruments:
| ● | Derecognition of lease liabilities |
| ● | Transaction price |
| ● | IFRS 10 Consolidated Financial Statements — Determination of a ‘de facto agent’ |
| ● | IAS 7 Statement of Cash Flows — Cost Method. |
The amendments are effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The amendments had no impact on the Group’s condensed consolidated interim financial statements.
F-6
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
4. Reverse capitalization
The Business Combination with HCVI was consummated on June 5, 2025, and was accounted for as a reverse capitalization in accordance with IFRS 2, with Greenstone treated as the accounting acquirer and accounting predecessor. The terms of the Business Combination, the related share exchanges, the resulting ownership structure of the Company, and the retroactive restatement of comparative share and per-share information are described in full in Notes 1 and 4 to the Group’s audited consolidated financial statements for the year ended December 31, 2025.
Because the Business Combination was consummated during the comparative interim period, the following non-recurring amounts are included in the results for the six months ended June 30, 2025, with no equivalent amounts arising in the six months ended June 30, 2026:
| ● | a non-cash share listing expense of US$ |
| ● | other transaction-related costs of US$ |
No adjustments relating to the reverse capitalization were recognized in profit or loss or equity during the six months ended June 30, 2026.
F-7
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
5. Revenue
| How Mine | Total | |||||||||||||||
| Six months ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Gold sales | $ | |||||||||||||||
| Silver sales | ||||||||||||||||
| Revenue recognized at a point in time | $ | |||||||||||||||
| Total ounces of gold sold | ||||||||||||||||
| Net work in progress (oz) | ||||||||||||||||
| Gold produced (oz) | ||||||||||||||||
| Tonnes milled (kt) | ||||||||||||||||
| Grade (g/t) | ||||||||||||||||
| Recovery (%) | ||||||||||||||||
| Net realized gold price(1) ($/oz) | $ | |||||||||||||||
| (1) |
6. Production costs
Production costs include salaries and wages on mine administration, consumable materials and electricity and other related costs incurred in the production of gold. Production costs for the six months ended June 30, 2026, and 2025 are summarized below.
| Six months ended | ||||||||
| (in thousands ‘000’) | June 30, 2026 | June 30, 2025 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9) | $ | $ | ||||||
| Stores | ||||||||
| Power production | ||||||||
| Site administrative costs | ||||||||
| Repairs and renewals | ||||||||
| Fuel costs | ||||||||
| Transport | ||||||||
| Other | ||||||||
| Production costs | $ | $ | ||||||
F-8
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
7. Administrative expenses
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9)(2) | $ | $ | ||||||
| General and administrative costs | ||||||||
| Fines and penalties | ||||||||
| Bank charges | ||||||||
| Fuel costs | ||||||||
| Directors’ fees | ||||||||
| Welfare costs | ||||||||
| Stores | ||||||||
| Travel(1) | ||||||||
| Audit fees | ||||||||
| Legal fees(1) | ||||||||
| Loss on asset disposition | ||||||||
| Insurance | ||||||||
| Investor relations | ||||||||
| Stock write-off | ||||||||
| Consultancy fees(1) | ||||||||
| Recruitment | ||||||||
| Filing fees | ||||||||
| Administrative expenses | $ | $ | ||||||
| (1) |
| (2) |
8. Foreign exchange loss
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Foreign exchange loss | $ | | $ | | ||||
F-9
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
9. Staff costs and employee information
The aggregate payroll costs of the employees charged in profit or loss were as follows:
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Wages and salaries (1) | $ | $ | ||||||
| Share-based payments (2) | ||||||||
| Pension | ||||||||
| Social security contributions and similar taxes | ||||||||
| Total | $ | $ | ||||||
| 1. |
| 2. |
10. Other income
| Six months ended | ||||||||
June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Milling recoveries and royalties(1) | $ | $ | ||||||
| Non-refundable fee (2) | ||||||||
| Insurance proceeds | ||||||||
| Rental income | ||||||||
| Scrap sales | ||||||||
| Other income | $ | $ | ||||||
| 1. |
| 2. |
F-10
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
11. Finance cost
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest expense, borrowings | $ | | $ | | ||||
| Interest expense on other creditors | ||||||||
| Unwinding of discount (1) | ||||||||
| Finance cost | $ | $ | ||||||
| 1. |
12. Taxation
Taxation expense
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current tax | $ | $ | ||||||
| Deferred tax charge/(benefit) | ( | ) | ||||||
| Taxation expense | $ | $ | ||||||
The applicable income tax rate used for calculating tax was
The Group’s effective tax rate differs from the applicable statutory tax rate primarily because How Mine was the only operation generating taxable profits during the period. The Group’s other operations and corporate entities incurred losses that did not give rise to corresponding deferred tax benefits where the recognition criteria were not met. Refer to Note 28 for the profit or loss before taxation by segment for the six months ended June 30, 2026 and 2025.
The applicable tax rates are
F-11
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
13. Loss per share
Basic and diluted loss per share for the six months ended June 30, 2026, and 2025 were calculated as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Loss for the period attributable to owners of the Group (basic and diluted) | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
14. Property, plant and equipment, net
June 30, 2026
| Cost | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions(1) | ||||||||||||||||||||||||
| Change in rehabilitation asset estimate | ||||||||||||||||||||||||
| Transfer into/(out) property, plant and equipment | ( | ) | ( | ) | ||||||||||||||||||||
| Derecognition | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at June 30, 2026(2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated Depreciation and impairment | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| At January 1, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||
| Impairment(3) | ||||||||||||||||||||||||
| Derecognition | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At June 30, 2026(2) | $ | $ | $ | $ | ||||||||||||||||||||
| Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | |||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated depreciation and impairment | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net book value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | — |
| (2) | — |
| (3) | — |
| (4) | — | Included in transfers in/out of PP&E is $ |
F-12
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
15. Prepayments
15.1 Short-term prepayments
June 30, 2026 | December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Consumables | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Short-term prepayments | $ | $ | ||||||
15.2 Long-term prepayments
June 30, | December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Property, plant, and equipment | $ | $ | ||||||
| Long-term prepayments | $ | $ | ||||||
16. Exploration and evaluation assets, net
| Cost | Exploration and evaluation assets | |||
| (Unaudited) | ||||
| Balance as of January 1, 2026 | $ | |||
| Additions | ||||
| Transfers to property, plant & equipment | ( | ) | ||
| Balance at June 30, 2026 | ||||
| Accumulated Impairment | ||||
| Balance as of January 1, 2026 | ||||
| Balance at June 30, 2026 | $ | |||
| Carrying value | ||||
| As of June 30, 2026 | $ | |||
| As of December 31, 2025 | $ | |||
F-13
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
17. Trade and other receivables, net
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Royalty receivables(1) | $ | $ | ||||||
| Trade receivables(1) | ||||||||
| Staff loans | ||||||||
| Other receivables | ||||||||
| VAT receivables(2) | ||||||||
| Allowance for credit losses(3) | ( | ) | ( | ) | ||||
| Trade and other receivables, net | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
Allowance for credit losses
| (Unaudited) | ||||
| Balance at January 1, 2025 | $ | |||
| Additions | ||||
| Balance at June 30, 2025 | $ | |||
| Balance at January 1, 2026 | $ | |||
| Additions | ||||
| Balance at June 30, 2026 | $ | |||
F-14
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
18. Trade and other payables
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Trade payables (2) | $ | $ | ||||||
| Employee payables | ||||||||
| Other taxes and security payments(1) | ||||||||
| VAT payable | ||||||||
| Accruals | ||||||||
| Trade and other payables | $ | $ | ||||||
| (1) |
| (2) |
19. Cash and cash equivalents, net
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Petty cash | $ | $ | ||||||
| Bank balances | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
20. Provision for rehabilitation costs
Reconciliation of provision for rehabilitation costs:
(Unaudited) | ||||
| Opening balance as of January 1, 2026 | $ | |||
| Change in estimate | ||||
| Unwinding of discount | ||||
| Closing balance as of June 30, 2026 | ||||
Reconciliation of provision for rehabilitation costs:
| Opening balance as of January 1, 2025 | $ | |||
| Change in estimate | ||||
| Unwinding of discount | ||||
| Closing balance as of December 31, 2025 |
F-15
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The discount rate used in determining the present value of How Mine’s provision for rehabilitation costs is based on U.S. Treasury bond yields, with estimated future cash flows adjusted using a long-term inflation assumption of
For Redwing Mine and Mazowe Mine, the rehabilitation provision will be equal to the gross rehabilitation costs as determined at June 30, 2026 adjusted for six months of inflation at a rate of
21. Contingent liabilities
The Group is subject to various claims that arise in the normal course of business. The Group has determined that the risk of loss related to the current claims is remote. Accordingly, no contingent liabilities have been recognized or disclosed for the six months ended June 30, 2026 or the year ended December 31, 2025.
22. Commitments
The Group had purchase commitments for capital assets as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Commitments | $ | $ | ||||||
23. Borrowings
June 30, | December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Banc ABC Zimbabwe loan(1) | $ | $ | ||||||
| Directors and Officers insurance(2) | ||||||||
| Bank overdraft | ||||||||
| Non-current | $ | $ | ||||||
| Current | ||||||||
| (1) |
| (2) |
| (3) | Bulawayo Mining Company (Private) Limited t/a How Mine obtained a US$ | |
| (4) | In the current year, bank overdraft has been classified as short-term borrowings because it is a financing arrangement and no longer meets the definition of a cash-equivalent. |
F-16
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
24. Derivative liability (warrants)
Pursuant to the Business Combination Agreement, the Company issued Company warrants (“Warrants”) as a replacement for SPAC Warrants. Note 25 of the Group’s audited consolidated financial statements for the year ended December 31, 2025 fully describes the terms of the warrants and the accounting consequences.
The warrants were initially recognized at fair value of US$
The change in fair value was primarily driven by changes in the quoted market price of the Company’s warrants. All amounts are non-cash flows.
The impact of warrants on earnings per share is explained in Note 13 of the Group’s audited consolidated financial statements for the year ended December 31, 2025.
25. Share capital
Refer to Note 1 of the Group’s audited consolidated financial statements for the year ended December 31, 2025, for a description of the Reorganization Transaction that occurred on June 17, 2024, and Note 4 for further details on the reverse capitalization.
| ($ represent unrounded amounts) | Number of fully paid shares | Amount | ||||||
| (Unaudited) | (Unaudited) | |||||||
| January 1, 2025 | ||||||||
| Issuance of shares to HCVI shareholders upon reverse capitalization | ||||||||
| Impact of reverse capitalization | ||||||||
| Issue of shares for promissory note | ||||||||
| January 1, 2026 | ||||||||
| Issue of shares for promissory note | ||||||||
| Issue of shares | ||||||||
| June 30, 2026 | $ | |||||||
F-17
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
26. Related party balances and transactions
Refer to Note 29 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. It describes related party relationships and the terms.
| Related party receivables | June 30, 2026 | December 31, 2025 | ||||||
| (Unaudited) | (Audited) | |||||||
| Metallon Corporation Limited | $ | $ | ||||||
| Metallon Management Services | ||||||||
| Allowance for related party credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Related party payables | June 30, 2026 | December 31, 2025 | ||||||
| (Unaudited) | (Audited) | |||||||
| Metallon Gold Zimbabwe | | | ||||||
| Total | $ | $ | ||||||
| Allowance for related party credit losses | ||||
| (Unaudited) | ||||
| Balance at January 1, 2026 | ||||
| Additions | ||||
| Balance at June 30, 2026 | $ | |||
On June 30, 2026, Bulawayo Mining Company bought a
Key management personnel compensation
The amounts disclosed in the table below represent compensation to key management personnel for the six months ended June 30, 2026, and 2025. The amounts are recognized as administrative expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income.
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Short-term employee benefits | ||||||||
| Non-executive director fees | ||||||||
| Share-based payments | $ | $ | ||||||
| Termination payment | ||||||||
| Key management compensation | $ | $ | ||||||
F-18
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
27. Employment benefits
Defined contribution plan
The cost of pension contributions during the six months ended June 30, 2026 and 2025 is made up as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | $ | ||||||
National Social Security Scheme
A subsidiary of the Group, Bulawayo Mining Company (Private) Limited, makes contributions to the National Social Security Scheme, a defined benefit pension scheme promulgated under the National Social Security Act of 1989.
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | $ | ||||||
In the fourth quarter of 2025, the Group hired new employees in the United States who participate in a defined contribution
F-19
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
28. Segment reporting
Refer to Note 31 to the Group’s audited consolidated financial statements for the year ended December 31, 2025, as it describes the reportable segments and other salient information.
The table below shows the unaudited segment information for the six months ended June 30, 2026, and 2025 and as of June 30, 2026 and December 31, 2025:
| How Mine | Redwing Mine | Mazowe Mine | Corporate Overhead | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Royalties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||||||||||||||||
| Impairment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Listing expenses(1) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Change in fair value of warrants and earn-out liability | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign exchange gains/(losses) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Operating profit/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Related party credit loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||
| Financial guarantee remeasurement | ||||||||||||||||||||||||||||||||||||||||
| Profit/(loss) before taxation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Profit/(loss) for the period | $ | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
F-20
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| How Mine | Redwing Mine | Mazowe Mine | Other | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||||||||||||||||||
| Current assets | $ | |||||||||||||||||||||||||||||||||||||||
| Non-current assets | $ | |||||||||||||||||||||||||||||||||||||||
| Segment liabilities | ||||||||||||||||||||||||||||||||||||||||
| Current liabilities | $ | |||||||||||||||||||||||||||||||||||||||
| Non-current liabilities | $ | |||||||||||||||||||||||||||||||||||||||
29. Share-based payments
Refer to Note 34 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. It describes the terms of the share-based payment arrangements.
The total share-based payment expense is as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Performance Stock Units (PSUs) | ||||||||
| Equity-settled Restricted Stock Units (RSUs) | ||||||||
| Compound RSUs | ||||||||
| Termination benefits | ||||||||
| Total | ||||||||
Restricted Stock Units and Performance Stock Units
Certain executive and non-executive directors within the Group were granted RSUs and PSUs pursuant to provisions of the Namib Minerals Equity Plan.
29.1 Performance Stock Units
No PSUs were issued during the six months ended June 30, 2026.
F-21
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
29.2 Restricted Stock Units
No RSUs were issued during the six months ended June 30, 2026.
This table summarizes additional information for the PSUs, equity-settled RSUs and the compound RSUs:
| June 30, 2026 | $ | PSUs | Equity-settled RSUs | Compound RSUs | |||||||||
| Vesting Period | |||||||||||||
| Maximum term of options | |||||||||||||
| Method of settlement | cashless basis (investment in an approved investment fund) | ||||||||||||
| Classification | equity-settled and cash-settled | ||||||||||||
| Reconciliation: | |||||||||||||
| Outstanding at beginning of the period | |||||||||||||
| Granted during the period | |||||||||||||
| Forfeited during the period | |||||||||||||
| Exercised during the period | ( | ) | ( | ) | |||||||||
| Outstanding at end of the period | |||||||||||||
| Weighted average exercise price | |||||||||||||
| Weighted average remaining contractual life | — |
30. Intangible Assets
| Cost | Intangible Assets | |||
| (Unaudited) | ||||
| Balance as of January 1, 2026 | $ | |||
| Additions | ||||
| Transfers from property, plant & equipment | ||||
| Balance at June 30, 2026 | ||||
| Accumulated Impairment | ||||
| Balance as of January 1, 2026 | ||||
| Balance at June 30, 2026 | $ | |||
| Carrying value | ||||
| As of June 30, 2026 | $ | |||
| As of December 31, 2025 | $ | |||
The balance relates to capitalized ERP system development costs incurred to date. The ERP system remains under construction and is not yet available for use; accordingly, no amortization has been recognized.
F-22
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
31. Going concern
As of the reporting date, the Group’s current liabilities exceed its current assets by US$
Management has assessed the Group’s ability to continue as a going concern, considering its financial position, operating environment, and cash flow projections until June 2027.
How Mine (operational since 1941) continues to generate profits and positive cash flows. Production is expected to continue to increase for the next year, further improving the Group’s cash flow. Namib Minerals (Bulawayo Mining Company Private Ltd’s parent company) and the Group’s cash flow largely stems from How Mine. Management’s forecast for the next twelve months indicates positive cash flows, including funds to settle Redwing and Mazowe’s current liabilities. Management has conducted sensitivity analyses on potential gold price fluctuations and confirmed that the Group will maintain positive cash flows.
The ongoing conflict in the Middle East has increased global economic uncertainty, particularly through higher energy prices, supply chain pressures, and inflation, which may increase the Group’s operating costs. In Zimbabwe, this may impact the cost of key inputs such as consumables, equipment, and labor. The Group has not experienced any direct disruption to operations to date.
Based on the results of the above-mentioned cash flow assessments, management is satisfied that the Group can continue as a going concern in the foreseeable future, realizing its assets and discharging its liabilities in the normal course of business. Management will continue to monitor risks and adjust strategies as necessary.
During 2026, the Group has drawn US$
32. Events after the reporting period
Management has evaluated subsequent events through September 30, 2026, which is the date these financial statements were available to be issued.
| 1. | On July 03, 2026, Wendy Luhabe was appointed as Independent Non-Executive Director and Lead Independent Director of the Company. |
| 2. | In July 2026, the Company drew down the full amount of US$ |
| 3. | On September 21, 2026, Namib Minerals announced the completion of the dewatering program at Redwing Mine, representing the first milestone in the Group’s five-step restart pathway. The dewatering was completed ahead of the previously announced Q4 2026 target and enables access to the underground workings to support the ongoing Definitive Feasibility Study and associated technical work. |
| 4. | On September 29, 2026, the Company announced entering into an agreement with BancABC to increase its existing credit facility by US$ |
F-23
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
33. Earnout liability
The earnout liability is described in full in Note 35 to the Group’s audited consolidated financial statements for the year ended December 31, 2025.
| Short-Term Earnout Liability | Long-Term Earnout Liability | Total | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Fair value as of June 30, 2025 | ||||||||||||
| Fair value as of December 31, 2025 | ||||||||||||
| Fair value as of June 30, 2026 | ||||||||||||
| Change in fair value of earnout liability (loss) | $ | $ | $ | |||||||||
The increase in the earnout liability since December 31, 2025 was a result of:
| ● | the increase in value of shares (US$ |
| ● | the probabilities relating to milestone 5 were unchanged based on the status of the permits at end of reporting period. The company is actively undertaking initiatives to resecure permitting and should these be fruitful, a reassessment of the earnout liability would follow. |
The fair value of the earnout liability was determined using a probability-weighted undiscounted cash flow approach with no discount rate adjustment, considering the probability of achieving milestones (Level 3 input), and using the assumed stock price (Level 1 input: $
| ● | A stock price range of $ |
| ● | A decrease in the probability of achieving milestones (excluding milestone 5) by |
| ● | If the probability of achieving milestones (excluding milestone 5) was increased to |
The impact of the earnout liability on earnings per share is explained in Note 13 of the Group’s audited consolidated financial statements for the year ended December 31, 2025.
IFRS 13 disclosures - financial instruments measured at fair value on a recurring basis
The Group’s financial instruments that are measured at fair value are:
| ● | Derivative liability (warrants) – see Note 24; and |
| ● | Earnout liability – as per this note. |
F-24
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Quantitative disclosures about the fair value measurements for each class of assets and liabilities
June 30, 2026
| Fair value measurements at the end of the reporting period using: | ||||||||||||
| June 30, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Recurring fair value measurements | ||||||||||||
| Derivative liability (warrants) | $ | |||||||||||
| Earnout liability | $ | |||||||||||
| $ | ||||||||||||
December 31, 2025
| Fair value measurements at the end of the reporting period using: | ||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Recurring fair value measurements | ||||||||||||
| Derivative liability (warrants) | $ | |||||||||||
| Earnout liability | $ | |||||||||||
| $ | ||||||||||||
Reconciliation of fair value measurements categorized within level 3 of the fair value hierarchy.
| 2026 | 2025 | |||||||
| Opening balance | $ | |||||||
| Issued | ||||||||
| Gains and losses recognized in profit or loss | ( | ) | ||||||
| Closing balance | $ | |||||||
F-25
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
34. Condensed Consolidated Interim Statements of Cash Flows
| Note | June 30, 2026 | June 30, 2025 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Cash flows from operating activities | ||||||||||
| Profit/(loss) before taxation | $ | $ | ( | ) | ||||||
| Adjustments: | ||||||||||
| Unrealized exchange losses | 8 | |||||||||
| Depreciation and amortization | 14 | |||||||||
| Impairment | 14 | |||||||||
| Interest income | ( | ) | ( | ) | ||||||
| Finance cost | 11 | |||||||||
| Expected credit loss on trade and other receivables | 17 | |||||||||
| Expected credit loss on related party receivables | 26 | |||||||||
| Loss/(Profit) on scrapping of property, plant & equipment | 14 | |||||||||
| Prepayment write down | 14 | |||||||||
| Share-based payments | 29 | |||||||||
| Listing expense | 4 | |||||||||
| Fair value loss/(gain) on derivative liability (warrants) | 24 | ( | ) | |||||||
| Fair value loss/(gain) on earnout liability | 33 | ( | ) | |||||||
| Operating cash inflows before working capital changes | ||||||||||
| Changes in: | ||||||||||
| Inventories | ( | ) | ( | ) | ||||||
| Trade and other receivables, net | 17 | ( | ) | ( | ) | |||||
| Trade and other payables | 18 | |||||||||
| Prepayments | 15 | ( | ) | |||||||
| Related party balances | 26 | ( | ) | ( | ) | |||||
| Cash generated from operations | ||||||||||
F-26