Amigo Resources Regulatory News (AMGO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE 18 June 2026

Amigo Resources PLC (formerly Amigo Holdings PLC)Interim Financial Results for the six months ended 31 March 2026

Amigo Resources PLC ("Amigo", "PLC" or the "Company") (LSE:AMGO), a company focussed on gold and rare earth mining opportunities in Africa, principally in Tanzania and Mauritania, announces its financial results for the six months ended 31 March 2026.

Executive Chair and Chief Executive's Statement

1. Executive Summary

The last six months represent a pivotal transformation. Following the completion of the Scheme of Arrangement and solvent liquidation of legacy financial services subsidiaries in September 2025, Amigo has successfully shifted from a non-operating cash entity to a listed vehicle focused on natural resource exploration in Africa, with an initial emphasis on gold in Tanzania and Mauritania.

Due to the change in the nature of the Group's business in the period ended 31 March 2026, the Group reassessed its functional currency in accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates'. With effect from 1 October 2025, the functional currency of the Group changed from Pound Sterling ("GBP") to United States Dollars ("USD"). This change reflects a shift in the underlying economic environment in which the Company operates, with the expectation that substantially all anticipated future revenues and related costs and financing activities will be effectively USD-denominated.

Key achievements include:

Capital raising

· Raising £1.5m (equivalent to $2.1m) through mandatory convertible loan notes, with both tranches converted into 500,000,000 new ordinary shares.

· Raising £188,100 (equivalent to $254,000) through its Winterflood Retail Access Platform ("WRAP") retail offer of 62,700,000 shares at 0.3p. The WRAP retail offer was 4.67 times oversubscribed.

· Raising over £3m (equivalent to $4.1m) from existing and new investors through subscription agreements for 139,710,676 shares at a price of 2.2p per share (after the end of the half-year).

Corporate

· Appointment of Craig Ransley as Director and Executive Chair on 15 December 2025.

· Shareholder approval of all resolutions at the Annual General Meeting ("AGM") on 2 March 2026, including the name change to Amigo Resources PLC.

Operational mining

· Advancement of early-stage exploration at the Mojimoto Gold Project in Tanzania, incorporating advanced regional structural analysis and AI-assisted subsurface imaging.

· Obtaining processing licences (after the end of the half-year) in respect of both Kabete and Mojimoto mines.

· Pilot-scale production at the Negero-Kilimamzinga and Mazoka gold projects commenced after the end of the half-year. The soil geochemistry programme has identified multiple coherent gold anomalies across Kabete.

· Announcing a potential strategic joint venture with AK Corporation (after the end of the half-year). This relates to a 17.73 km² contiguous rare earth elements licence package in the Songwe Region of Tanzania and is subject to due diligence.

Strategy

· Publication of the Group's new strategy - especially its 'Three Engines' approach.

· Entering into a strategic collaboration with Magnus Labs Inc, to develop a mining robotics workforce.

· Implementation of a new tax-efficient corporate structure in the UAE and Tanzania to support African operations.

· Approval of a Long-Term Incentive Scheme ("LTIS") for the Executive Chair, closely aligning variable compensation with long-term value creation from mining assets.

2. Strategic Repositioning and Corporate Developments

2.1 Change of Name and Strategic Focus

All resolutions proposed at the 2026 AGM (held on 2 March 2026) were passed with strong shareholder support including the change of name to Amigo Resources PLC, the (re)appointment of the Board members, and a change to our Articles to enhance flexibility around permitted Group borrowing.

At our AGM, shareholders also overwhelmingly approved the change of name from Amigo Holdings PLC to Amigo Resources PLC. This rebranding underscores the Board's focus to pursing gold and rare earth opportunities in Africa, with initial focus on Tanzania and Mauritania. The Company also launched a new website, focused on its mining activities, on 7 April 2026 (after the end of the half-year).

2.2 Capital Structure and Fundraising Activities

2.2.1 Mandatory Convertible Loan Notes

On 14 November 2025, the Company announced the issuance of up to £1.5m (equivalent to $2.1m) of risk capital by issuing mandatory convertible loan notes (the "Loan Notes"). Key terms included:

· Conversion price: 0.3p per new ordinary share of 0.25p each ("Ordinary Shares")

· Maximum conversion: 500,000,000 new ordinary shares

· Mandatory conversion in two tranches:

§ Tranche 1: £1,125,000 (equivalent to $1.6m) converting into 375,000,000 Ordinary Shares (converted and admitted to trading on 28 January 2026); and

§ Tranche 2: £375,000 (equivalent to $0.5m) converting into 125,000,000 Ordinary Shares (converted and admitted to trading on 14 April 2026, after the end of the half-year).

2.2.2 Retail Access Offer 

Concurrently, Amigo raised approximately £188,100 (equivalent to $254,000) from existing shareholders through the Winterflood Retail Access Platform, giving existing shareholders the opportunity to participate in the capital raise on equivalent terms to the Loan Note investors. This raise was 4.7 times oversubscribed and we capped the amount of shares that were issued to each shareholder to ensure that everyone who wanted to could participate. We are very grateful for the support of many of our retail investors that took part in this offering. These Ordinary Shares were admitted to trading on 24 December 2025.

2.2.3 Fee Shares Issuance

In accordance with the consultancy agreement announced in October 2025, a success fee of £200,000 (equivalent to $262,000) was payable to Craig Ransley for introducing the Loan Notes' investors. This fee was satisfied through the issuance of 57,035,200 Ordinary Shares at an issue price of 0.3507p per share, with admission to trading effective on 24 November 2025.

2.2.4 Subscription Shares

On 1 June 2026 (after the end of the half year), Amigo announced that it has entered into subscription agreements with existing and new investors to raise total gross proceeds of just over £3m (equivalent to $4.1m) by issuing 139,710,676 new Ordinary Shares at a price of 2.2p per share. These shares were admitted to trading on 8 June 2026.

2.3 Board Composition, and Senior Management

2.3.1 Board Changes

· Craig Ransley was appointed as a Director and Executive Chair, effective 15 December 2025. Mr Ransley brings over 20 years of experience in the mining, labour hire, and industrial services. He founded and led ASX-listed entities including TerraCom Ltd and Universal Coal Plc.

· Andy Chee was appointed as a Non-Executive Director on 19 December 2025, bringing extensive experience as a corporate finance and capital markets lawyer.

· Qammar Jaffri was appointed as a Non-Executive Director on 6 March 2026, adding extensive experience in international banks.

· Jim McColl resigned from the Board on 10 February 2026 to focus on the launch and development of Alba Bank and associated financial services initiatives. We are very grateful for the insight, commitment, and support that Jim showed during his time on the Board. He left Amigo in a much stronger position than when he joined and we wish him every success in his new endeavours.

As at 31 March 2026, the Board comprised:

· Executive Directors: Craig Ransley (Executive Chair), and Nick Beal (Chief Executive Officer); and

· Non-Executive Directors: Jonathan Roe, Andy Chee, and Qammar Jaffri.

The Board continues to comply with the FRC Corporate Governance Code, adapted for the Company's size and stage of development.

The Board has also set up the following committees: Audit Committee (Chair: Jonathan Roe); Risk Committee (Chair: Andy Chee); and Nomination and Remuneration Committee (Chair: Jonathan Roe).

2.3.2 Long-Term Incentive Scheme ("LTIS")

On 18 March 2026, the Board announced a Long-Term Incentive Scheme for the Executive Chair. This LTIS was designed to ensure the continued commitment and retention of the leadership instrumental to Amigo's turnaround, while aligning executive reward with long-term value creation for shareholders. Key terms of the LTIS are:

· Entitlement: 2.5% of gross revenue derived from all mining assets initiated, developed, acquired, or financed during Mr Ransley's tenure

· Term: 20 years commencing 1 April 2026

· Salary and bonus freeze until July 2028

· Guaranteed by Amigo Resources PLC

· Assignable - on 23 March 2026 we received notice that the LTIS and Guarantee were assigned to Stellar Royale PTE LTD - a company wholly owned by Mr Ransley

· Structured under UK Listing Rule exemptions for unusual circumstances, reflecting the Company's high-risk transformation and need for aligned leadership in frontier jurisdictions.

Regulatory basis: The LTIS was approved under the exemption in UK Listing Rule 9.3.2R(2) for unusual circumstances, which the Board believes includes Amigo's ongoing strategic transformation and the need for leadership retention in high-risk emerging jurisdictions.

The LTIS is designed to incentivise revenue-generating outcomes over an extended horizon typical of mining project cycles, with further details to be included in the next annual report.

2.3.3 Mine Management

On 30 March 2026, Amigo announced that Amigo Capital FZE had appointed Mr Anil Kumar Reddy Yerrapareddy as Chief Executive Officer of African Mining Operations. Anil is a highly accomplished mining entrepreneur with over 15 years of global experience spanning mineral exploration, processing, and industrial development across Africa, India, and the Middle East. He is founder, director and ultimate beneficial owner of AK Corporation FZCO ("AK").

3. Strategy

Our strategic decision to focus on Tanzania is based on the Company's ability to benefit directly from a premier jurisdiction with a compelling macroeconomic environment. Tanzania currently offers real GDP growth projected at 6.1% - 6.3% for 2026, and 6.5% for 2027 and a stable average inflation rate of approximately 3.3%. While minerals already account for more than half of the country's non-traditional exports, the region remains vastly under-explored; only approximately 16% of Tanzania has been mapped with high-resolution airborne geophysics. We are aligning our tactical expertise to secure a first-mover entry point ahead of the government's ambitious target to increase this coverage to 50% by 2030.

On 7 April 2026 (after the end of the half year), Craig Ransley set out Amigo's 'Three- Engines' strategy to maximise corporate value.

3.1.1 Engine 1: Gold Platform (Production-First Monetisation) 

Gold remains the Tanzania's most mature mineral sector. We are pursuing a production-first strategy in proven districts, underwriting existing geological data to achieve faster routes to monetisation. Crucially, Tanzania's large Artisanal and Small-scale Mining ("ASM") base creates significant sourcing depth and partnership potential, allowing us to scale small-scale operations toward medium-scale production efficiently.

3.1.2 Engine 2: Rare Earths Platform (Strategic Upside)

We will target high-demand critical minerals essential to the global EV and electronics supply chains. Our primary focus will include Spherical Graphite (a US$400-650m global annual value opportunity) and REE Metals Nd-Pr (a US$320-400m global annual value opportunity). This will provide Amigo with vital supply chain diversification exposure in a market where many governments are seeking secure alternatives to traditional concentrated sources.

3.1.3 Engine 3: Mining Finance Platform (The Intelligence Layer) 

The Mining Finance Platform will provide specialised financing solutions to the ASM sector, addressing a significant funding gap that continues to limit growth across the industry. Through long-term financing relationships, Amigo will gain enhanced operational insight, improve risk assessment capabilities and strengthen its ability to identify attractive investment, partnership and offtake opportunities.

By supporting responsible mining operators with capital, market access and technical expertise, the platform is intended to contribute to the formalisation and sustainable development of the sector while generating attractive risk-adjusted returns for shareholders.

The true strength of the Three-Engines strategy lies in a closed-loop feedback system where all three Engines will reinforce one another. Finance leads to data, data leads to better asset sourcing, and production reinforces our technical expertise, continuously improving our risk selection and operational economics.

Building upon our Three-Engines strategy, Amigo announced on 14 May 2026 (after the end of the half year), a strategic initiative to develop advanced processing and beneficiation capabilities for refractory and ultra-fine gold mineralisation. This is to maximise recovery yields from technically complex mineral fractions, working in tandem with conventional gravity recovery systems to unlock additional value from our resources.

3.2 Partnership on Robotics Infra for the Mining Sector

In February 2026, Amigo announced a strategic collaboration with Magnus Labs Inc, a robotics workforce intelligence platform and full-stack deployment engine focused on helping organisations deploy and operate robotics systems in real-world environments.

This includes an initial six-figure USD robotics deployment and operational design program, establishing the foundation for a significantly larger, multi-phase global implementation. Subject to successful outcomes, the collaboration may expand into significantly larger follow-on phases and expansion into the broader global mining market.

The collaboration is intended to support a robotics deployment roadmap for Amigo's mining-related operations, with an emphasis on safety, operational reliability, and environmentally responsible implementation.

4. Operational Review

4.1 Negero-Kilimamzinga and Mazoka ("Kabete") gold projects, Tanzania

4.1.1 Project Overview

The Kabete Project comprises multiple prospecting licences covering a confirmed land area of around 159.11 km², with additional contiguous licences forming a district-scale exploration package within the Kilindi-Handeni Goldfields. There is some artisanal mining ongoing in parts of the Project area.

4.1.2 Exploration Progress (Period to 31 March 2026)

To support a transition into active development, the Group has established an exclusive framework through a Joint Development Agreement with AK for the development, exploration and commercial exploitation of these projects.

The Group will provide a minimum of USD1.2 million in operational funding to the Project over the first twelve months. AK is providing the specialised operational execution required to transition these projects into commercial-scale production. It will lead operational execution, including licence and regulatory management, geological oversight, plant design and construction, site management, HSE compliance, and monthly technical reporting.

The exploration programme included the following components:

The drilling campaign at the Project has been comprehensive, with a total of 167 drill holes completed across the project area with a total depth of over 21km. The soil geochemistry programme has identified multiple coherent gold anomalies across the Kabete Project, with the Kwamsambia-Negero corridor emerging as a Tier-1 drill target. Ongoing field investigations, geological interpretation, and target generation work continue to identify prospective alluvial and near-surface mineralisation zones within the broader project area.

4.1.3 Licences

On 29 April 2026 (after the end of the half year), Amigo announced that it had been granted a processing licence for the Kabete mines. Following receipt of the licence, Amigo has mobilised its technical, operational and mining geological teams to site and has commenced systematic verification and validation of historical exploration data across priority targets, in order to bring them into production.

4.2 Mojimoto Gold Project, Tanzania

4.2.1 Project Overview

The Mojimoto Gold Project is located in the Mara Region of Tanzania, within the Lake Victoria Gold Belt-close to several large existing operations including Barrick Gold's North Mara Mine and AngloGold Ashanti's Geita Mine.

4.2.2 Exploration Progress (Period to 31 March 2026)

In collaboration with AK, the Group has completed the following initial exploration activities:

Executive Chair, Craig Ransley, oversaw on-the-ground development, including technical assessments and stakeholder engagements.

On 30 April 2026 (after the end of the half year), Amigo announced that the exploration phase had been completed and that it had identified nine primary mining licence areas, demonstrating encouraging geological and geochemical signatures consistent with potential gold mineralisation.

4.2.3 Licences

On 14 May 2026 (after the end of the half year), Amigo announced that it had been granted a processing licence for the Mojimoto mine.

4.3 Songwe Region Rare Earth Elements Project, Tanzania

4.3.1 Project Overview

On 5 May 2026 (after the end of the half year), Amigo announced a potential strategic joint venture with AK Corporation in respect of a project in the Songwe region of Tanzania. This relates to a 17.73 km² contiguous area with rare earth elements and three prospecting licences. The potential arrangement is subject to definitive documentation, due diligence, and the commencement of initial exploration activities. If it progresses, Amigo will own 51% of the joint venture entity. Amigo's commitment to the initial phase is limited to £50,000.

4.4 Corporate Restructuring for African Operations

A new group corporate structure has been implemented for operational efficiency, tax optimisation, and compliance with local requirements in Tanzania.

4.5 Project Status and Cautionary Statement

Both projects are at an early exploration stage. Activities to date are insufficient to estimate Mineral Resources or Reserves under JORC, NI 43-101, or equivalent reporting standards.

5. Financial Review

5.1 Cash Position and Liquidity

At 31 March 2026, the Company held cash and cash equivalents of approximately $1.1 million, after accounting for:

· Opening cash balance: ~£460,000 (net) (equivalent to $620,000) at 30 September 2025

· Proceeds from convertible loan notes: £1.5m (gross) (equivalent to $2.1m)

· Retail Access Offer proceeds: £188,100 (gross) (equivalent to $254,000)

· Less: Corporate overheads, professional fees, and exploration costs incurred during the period

This position supports ongoing exploration, acquisition due diligence, and compliance for the medium term.

5.2 Operating Expenditure

Operating costs during the period were maintained at minimal levels, consistent with the Group's status as a it looks for mining opportunities. Expenditure comprised primarily:

· Professional fees: legal, and corporate advisory services;

· Technical consultancy: geological and exploration advisory costs;

· Listing and investor relations expenses; and

· Corporate overheads: director fees, insurance, and administrative support.

5.3 Going Concern

The financial statements are prepared on a going concern basis. The Board considers that the current cash reserves provide adequate working capital to pursue an acquisition or further exploration activities over the next twelve months.

6. Outlook and Strategic Priorities

Amigo is executing a phased, milestone-driven rollout where capital follows asset readiness:

6.1.1 Short Term 

Secure targeted production-ready assets, launch initial gold operations, and structure the finance-platform entry and create a self-funding platform. This includes:

· Increasing production at Negero-Kilimamzinga and Mazoka gold projects

· Completing integrated structural modelling and target refinement for the Mojimoto gold project

· Conducting targeted trenching in high-priority zones to validate drill-ready targets at Mojimoto

· Carrying out advance due diligence on potential reverse takeover ("RTO") opportunities in the mining sector

· Maintaining prudent capital allocation while progressing exploration activities

6.1.2 Medium Term

Expand physical production footprint, roll out tailored lending products, and lock in robust international offtake channels. This includes:

· Defining a JORC-compliant mineral resource estimate for Negero-Kilimamzinga and Mazoka

· Defining a JORC-compliant mineral resource estimate for Mojimoto, subject to successful exploration outcomes

· Evaluate strategic partnerships or joint venture opportunities to de-risk project development

· Assess additional acquisition opportunities in stable African mining jurisdictions

6.1.3 Long Term 

Achieve regional replication across the wider East African corridor and solidify our position as a completely integrated mineral ecosystem.

Amigo stands at a pivotal inflection point. Supported by national policy tailwinds and a robust resource base, we are committed to delivering sustainable long-term value through operational excellence.

6.2 Risk Factors

The Company's strategy involves inherent risks, including:

The Board maintains a disciplined approach to capital allocation and will not compromise on due diligence standards to accelerate transactions.

7. Responsibility Statement of the Directors in respect of the half-yearly financial report

We confirm that, to the best of our knowledge:

· the condensed set of financial statements are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the UK, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;

· the interim management report includes a fair review of the information required by:

a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first twelve months of the financial period and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial period; and

b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first twelve months of the current financial period and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

Craig Ransley

Executive Chair 

Nick Beal

Chief Executive Officer 

18 June 2026

Condensed consolidated statement of comprehensive income

for the six months to 31 March 2026

The loss is derived from continuing activities.

The accompanying notes form part of these financial statements.

1 There was less than £0.1m of other comprehensive income during this period and any other period, and hence no consolidated statement of other comprehensive income is presented.

2 With effect from 1 October 2025, the functional currency was changed from Pound Sterling ("GBP") to United States Dollars ("USD"). Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods.

Condensed consolidated statement of financial position

as at 31 March 2026

The accompanying notes form part of these financial statements.

1 With effect from 1 October 2025, the functional currency was changed from Pound Sterling ("GBP") to United States Dollars ("USD"). Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods.

The condensed consolidated financial statements of Amigo Resources PLC were approved and authorised for issue by the Board and were signed on its behalf by:

Nicholas Beal

Director

18 June 2026

Company no. 10024479

Condensed consolidated statement of changes in equity

for the six months to 31 March 2026

The accompanying notes form part of these financial statements.

1 The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure. The restructure was within a wholly owned Group, constituting a common control transaction.

Condensed consolidated statement of cash flows

for the six months to 31 March 2026

The accompanying notes form part of these financial statements.

1 With effect from 1 October 2025, the functional currency was changed from Pound Sterling ("GBP") to United States Dollars ("USD"). Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods.

2 Total cash in the prior period was inclusive of cash and cash equivalents (restricted) of £34.1m. Cash and cash equivalents (restricted) materially related to cash held for the benefit of customers in relation to payments arising out of the Scheme of Arrangement.

Notes to the condensed financial statements

for the six months to 31 March 2026

The Board has taken the decision, permitted within the listing rules, not to have these interim results independently reviewed by our external auditors. We believe this would not be an appropriate use of resources at this time.

1. Accounting policies

1.1 Basis of preparation of financial statements

General information

On 2 March 2026, the Company changed its name from Amigo Holdings PLC to Amigo Resources PLC following shareholder approval and registration with the relevant authorities. This rebranding underscores the Board's focus to pursing gold and rare earth opportunities in Africa, with initial focus on Tanzania and Mauritania. The change relates only to the Company's name and does not affect the legal entity or financial position of the Company. Amigo Resources PLC is a public company limited by shares listed on the London Stock Exchange (LSE: AMGO). The Company is incorporated and domiciled in England and Wales. The Company's registered office is Eastcastle House, 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH.

The principal activity of the Company is to act as a holding company for the Amigo Resources Group of companies. Following the completion of the Scheme of Arrangement and solvent liquidation of legacy financial services subsidiaries in September 2025, Amigo has successfully shifted from a non-operating cash entity to a listed vehicle focused on natural resource exploration in Africa, with an initial emphasis on gold in Tanzania and Mauritania.

The condensed consoilidated interim financial statements do not constitute the statutory financial statements of the Group within the meaning of section 434 of the Companies Act 2006. The statutory financial statements for the eighteen-month period ended 30 September 2025 were approved by the Board of Directors on 12 December 2025 and have been delivered to the Registrar of Companies. The financial statements of the Group as at and for the period ended 30 September 2025 are available on the website amigoplc.com and upon request from the Company's registered office at is Eastcastle House, 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH. Those accounts have been reported on by the Company's auditor, MHA. The report of the auditor drew attention to the fact that the Directors had taken the decision to wind down the operations and subsequently liquidate the Group and Parent Company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements were prepared on a basis other than going concern.

The condensed consolidated interim financial statements for the six months ended 31 March 2026 were approved by the Board of Directors on 18 June 2026.

Accounting policies

The interim consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published annual report for the eighteen-month period ended 30 September 2025.

Following the change in the Group's operations, expenses have been incurred in the period in relation to exploration and evaluation expenditure in relation to natural resource exploration in Africa. The accounting policy in relation to this is detailed below.

Exploration and Evaluation Expenditure

Exploration and evaluation ("E&E") expenditure comprises costs incurred in the search for mineral resources, including the determination of technical feasibility and commercial viability.

E&E expenditure is accounted for in accordance with IFRS 6.

Costs incurred prior to the acquisition of legal rights to explore are expensed as incurred. Upon obtaining legal rights to explore a specific area, the Group capitalises directly attributable E&E expenditure as intangible assets. Such costs include license acquisition costs, geological and geophysical studies, exploratory drilling, trenching, sampling, and costs directly attributable to evaluating the technical feasibility and commercial viability of extracting a mineral resource.

E&E assets are measured at cost less accumulated impairment losses. E&E assets are not amortised while in the exploration and evaluation phase.

The Group applies an area of interest method, whereby E&E costs are accumulated by project or geographical area. An area of interest is considered to be a discrete geographical area in which the Group has the right to explore.

Impairment.

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. Indicators of impairment include, but are not limited to:

· the expiry of the right to explore in the specific area without renewal;

· no further substantive exploration and evaluation expenditure planned or budgeted;

· exploration has not led to the discovery of commercially viable quantities of mineral resources; or

· sufficient data exists to indicate that the carrying amount is unlikely to be recovered in full from successful development or by sale.

Where such indicators exist, the Group performs an impairment test in accordance with IAS 36 and recognises any resulting impairment loss in profit or loss.

When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, E&E assets are reclassified to mine development or property, plant and equipment. Upon reclassification, the assets are amortised or depreciated on a systematic basis over their useful lives.

E&E assets are derecognised when the rights to explore expire or when the asset is abandoned. Any gain or loss arising on derecognition is recognised in profit or loss.

Basis of preparation

The condensed consolidated interim financial statements for the six months ended 31 March 2026 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted for use in the United Kingdom ("UK"). The condensed interim financial statements should be read in conjunction with the statutory financial statements for the period ended 30 September 2026. The figures include herein for the financial period ended 30 September 2025 are not the Group's statutory accounts for that financial period but are an extract from those statutory accounts for interim reporting.

During the period ending 31 March 2026, the Group reassessed its functional currency in accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates'. With effect from 1 October 2025, the functional currency of the Group changed from Pound Sterling ("GBP") to United States Dollars ("USD"). This change reflects a shift in the underlying economic environment in which the Company operates, with the expectation that substantially all anticipated future revenues and related costs and financing activities will be effectively USD-denominated.

In accordance with IAS 21, the change in functional currency has been applied prospectively from the date of change. Accordingly, assets and liabilities were translated into USD at the spot exchange rate on 1 October 2025, and these translated amounts form the new carrying values going forward.

Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods.

Management has considered the impact of this change and concluded that it more faithfully represents the economic effects of the Company's underlying transactions, events, and conditions.

These interim financial statements have been prepared on a going concern basis under the historical cost convention, except for financial instruments measured at fair value. The presentational currency of the Group is USD, the functional currency of the Company is USD and these financial statements are presented in USD. All values are stated in $ million ($m) except where otherwise stated.

Basis of consolidation

The Group consolidated certain newly formed subsidiaries (Amigo Capital FZE, Kivuli Holdings Ltd and Azima Holdings Ltd) whose reporting dates differ from that of the parent company. The difference in reporting dates does not exceed three months, consistent with the requirements of IFRS 10 Consolidated Financial Statements.

Going concern

In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an assessment of the Group and Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

In prior periods, the Group's consolidated financial statements were prepared on a basis other than going concern due to significant uncertainty regarding the Group's ability to continue trading, including limited access to funding and the cessation of its historical business of providing loans to consumers.

During the current financial period, the Group completed a fundraising of $2.6m, comprising $2.1m equity financing and $0.5m of unconverted convertible loan notes (these were converted to equity subsequent to the period end), and undertook a strategic transition of its principal activities from lending to consumers to gold mining and mineral exploration activities.

Subsequent to the period end, further equity financing of $4.1m was announced on 1 June 2026. The funding secured has provided the Group with additional working capital and resources to support its revised business strategy and planned operational activities.

The Board has prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these consolidated financial statements. In forming their assessment, the Directors considered:

· the Group's current cash resources and committed funding facilities;

· forecast expenditure associated with mining exploration and development activities;

· anticipated operational milestones;

· the Group's ability to raise additional capital if required; and

· the risks and uncertainties associated with the Group's new business operations.

Based on this assessment, the Board has a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the consolidated financial statements have been prepared on a going concern basis.

2. Administrative and other operating expenses

Administrative and other operating expenses in the current period includes $0.8m of exploration and evaluation expenditure, incurred prior to the acquisition of legal rights to explore.

3. Loss per share

Basic loss per share is calculated by dividing the loss for the period attributable to equity shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted loss per share calculates the effect on loss per share assuming conversion of all dilutive potential ordinary shares. Following the closure of the performance-related share incentive plans and non-performance-related schemes, in the current period there were $125m dilutive potential ordinary shares.

1. Adjusted basic profit per share and earnings for adjusted basic earnings per share are non-GAAP measures.

Consistent with prior years, the Directors publish an adjusted profit per share for comparison purposes only. Reconciliations of the earnings used in the calculations are set out below.

1. Adjusted basic earnings per share and earnings for adjusted basic earnings per share are non-GAAP measures.

4. Financial instruments

The below tables show the carrying amounts and fair values of financial assets and financial liabilities, including the levels in the fair value hierarchy. The tables analyse financial instruments into a fair value hierarchy based on the valuation technique used to determine fair value:

a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

c) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

1. The Group has disclosed the fair values of financial instruments such as short-term trade receivables and payables at their carrying value because it considers this a reasonable approximation of fair value.

Financial instruments held at amortised cost

All financial instruments are held at amortised cost. There are no derivative assets in the current or prior period.

The Group's activities expose it to a variety of financial risks. The objective of the Group's risk management framework is to identify and assess the risks facing the Group and to minimise the potential adverse effects of these risks on the Group's performance. Financial risk management is overseen by the Group Risk Committee alongside other principal risks: operational, regulatory, strategic and conduct risks.

5. Other receivables

6. Trade and other payables

1 $0.6m (30 Sep 2025: £0.4m) owed to the legacy financial services subsidiary Amigo Management Services Ltd, was classified as a third-party loan balance. This loan arose from the transfer of residual funds to Amigo Resources PLC (formerly Amigo Holdings PLC) from the subsidiaries prior to entering liquidation.

7. Share capital

On 4 July 2018 the Company's shares were admitted to trading on the London Stock Exchange. Immediately prior to admission the shareholder loan notes were converted to equity, increasing the share capital of the business to 475.3m ordinary shares and increasing net assets by £207.2m.

On 28 March 2024 Amigo announced that Peterhouse Capital Limited arranged for the placing of 95,019,200 new ordinary shares of 0.25p each fully paid, ranking pari passu in all respects with the existing issued ordinary shares. On 5 April 2024, 23,766,400 of these shares were admitted for listing on the Equity Shares (Commercial Companies) Category of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The remaining 71,252,800 shares were admitted for listing on 9 May 2024.

Following Craig Ransley's appointment as a Board Consultant in October 2025, under his consultancy agreement, the Company agreed to pay Craig a fee of £200,000 if he successfully introduced investors to irrevocably agree to subscribe for a £1.5m capital raise in the form of unlisted convertible loan notes ("Loan Notes"). Craig agreed to use the fee to subscribe for 57,035,200 Amigo new ordinary shares of 0.25p each fully paid ("Fee Shares") at an issue price of 0.3507p per Fee Share, ranking pari passu in all respects with the existing issued ordinary shares. Following the successful introduction of these investors, these Fee Shares were admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List and to trading on the main market for listed securities of the London Stock Exchange effective 24 November 2025.

On 18 December 2025 Amigo announced that existing shareholders had subscribed for 62,700,000 new ordinary shares of 0.25p ("WRAP Retail Offer Shares") at an issue price of 0.3p per share, ranking pari passu in all respects with the existing issued ordinary shares. These shares were admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List and to trading on the main market for listed securities of the London Stock Exchange effective 24 December 2025.

As mentioned above, on 14 November 2025, Amigo announced that that it has conditionally secured investors that had irrevocably agreed to subscribe for up to £1.5 million of unlisted convertible loan notes. The first tranche of these loan notes was converted into 375,000,000 new ordinary shares of 0.25p each in the Company at a conversion price of 0.3p per Ordinary Share, on 28 January 2026. A further 125,000,000 Ordinary Shares remained issuable upon conversion of the balance of the Loan Notes. Conversion of this second tranche of Loan Notes took place in April 2026 (after the period end).

Full conversion of the Loan Notes will have resulted in the issue of 500,000,000 ordinary shares.

Following conversion of the second tranche of Loan Notes to 125,000,000 Ordinary Shares in April 2026, and the new issue of 139,710,676 shares in June 2026, the current number of issued Ordinary Shares is 1,329,798,836.

Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. Each ordinary share in the capital of the Company ranks equally in all respects and no shareholder holds shares carrying special rights relating to the control of the Company. The nominal value of shares in issue is shown in share capital, with any additional consideration for those shares shown in share premium.

Dividends

Dividends are recognised through equity, on the earlier of their approval by the Company's shareholders or their payment.

The Board decided that it would not propose a final dividend payment for the period to 30 September 2025 or an interim dividend for the period to 31 March 2026. Total cost of dividends paid in the period is £nil (2025: £nil).

8. Immediate and ultimate parent undertaking

The immediate and ultimate parent undertaking is Amigo Resources PLC (formerly Amigo Holdings PLC), a company incorporated in England and Wales. The consolidated financial statements of the Group as at and for the period ended 30 September2025 are available on the website amigoplc.com and, upon request, from the Company's registered office at is Eastcastle House, 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH.

9. Investment in subsidiaries

The following are subsidiary undertakings of the Company at 31 March 2026 and includes undertakings registered or incorporated up to the date of the Directors' Report as indicated. Unless otherwise indicated all Group owned shares are ordinary. All entities are subsidiaries on the basis of 50% plus ownership and shareholding.

10. Related party transactions

The Group had no related party transactions during the six-month period to 31 March 2026 that would materially affect the performance of the Group. Details of the transactions for the period ended 30 September 2025 can be found in note 12 of the Amigo Holdings PLC financial statements.

11. Post balance sheet events

Admission of shares

Amigo announced on 7 April 2026 that it intended to convert Tranche 2 of the Loan Notes (being £375,000 of the £1,500,000 of the Loan Notes as detailed in the Notice of General Meeting published on 26 November 2025) into 125,000,000 new ordinary shares of 0.25p each in Amigo Resources PLC.

The new ordinary shares were admitted to listing on the Equity Shares (Commercial Companies) Category of the Official List and to trading on the main market for listed securities of the London Stock Exchange effective 14 April 2026.

Furthermore, on 1 June 2026, Amigo announced that it has entered into subscription agreements with existing and new investors to raise total gross proceeds of just over £3m by issuing 139,710, 676 new ordinary shares at a price of 2.2p per share. These shares were admitted to trading on 8 June 2026.

The new ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company.

Kabete gold project licence

Amigo confirmed on 29 April 2026 that the mineral licences comprising the Kabete Gold Project have now been formally granted and released by the Government of Tanzania, enabling the commencement of on-ground operational and exploration activities.

Change of registered office

Amigo announced on 1 May 2026 that its registered office had changed. The new registered office is Eastcastle House, 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH.

Granting of processing licences

Amigo announced on 14 May 2026 that the Mining Commission of the United Republic of Tanzania has granted two Processing Licences ("PCLs") to the Company's Tanzanian operations, representing a significant operational milestone in the advancement of the Company's integrated processing and beneficiation strategy:

• PCL/00496/2026 - Kabete Mines

• PCL/0352/2026 - Mojimoto

The grant of these licences provides Amigo with the formal regulatory framework required to develop modular processing infrastructure supporting exploration, metallurgical evaluation, ore aggregation and small-scale mining integration across multiple project areas in Tanzania.

Significant Geochemical Results from Kabete Project

Amigo announced on 10 June 2026 highly encouraging results from the Group's comprehensive geochemical exploration programme at the Kabete Project, located in the Kilindi-Handeni District of Tanzania. The soil geochemistry programme has identified multiple coherent gold anomalies across the Kabete Project, with the Kwamsambia-Negero corridor emerging as a Tier-1 drill target. Ongoing field investigations, geological interpretation, and target generation work continue to identify prospective alluvial and near-surface mineralisation zones within the broader project area.

Company statement of financial position

as at 31 March 2026

The accompanying notes form part of these financial statements.

1 With effect from 1 October 2025, the functional currency was changed from Pound Sterling ("GBP") to United States Dollars ("USD"). Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods.

The parent company financial statements were approved and authorised for issue by the Board and were signed on its behalf by:

Nicholas Beal

Director

18 June 2026

Company no. 10024479

The accompanying notes form part of these financial statements. 

Company statement of changes in equity

for the six months ended 31 March 2026

1 The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure. The restructure was within a wholly owned group and so merger accounting applied under Group reconstruction relief.

The accompanying notes form part of these financial statements.

Company statement of cash flows

for the six months ended 31 March 2026

The accompanying notes form part of these financial statements.

1 With effect from 1 October 2025, the functional currency was changed from Pound Sterling ("GBP") to United States Dollars ("USD"). Comparative information has not been restated and continues to be presented in GBP. As a result, the financial statements are not fully comparable between periods. 

Notes to the financial statements - Company

for the six months ended 31 March 2026

1a. Accounting policies

Accounting policies

The interim financial statements have been prepared applying the accounting policies and presentation that were applied in the

preparation of the Company's published consolidated annual report for the eighteen-month period ended 30 September 2025.

2a. Investment in subsidiaries

During the period ended 31 March 2026, Amigo Resources PLC established a 100% owned subsidiary in the name of Amigo Capital FZE, incorporated in the United Arab Emirates. Amigo Resources PLC owns 10 shares of United Arab Emirates Dirham (AED) 1,000 ($0.0m). This share capital is unpaid at the Balance Sheet date.

3a. Other receivables

4a. Other payables

1 $0.6m (30 Sep 2025: £0.4m) owed to the legacy financial services subsidiary Amigo Management Services Ltd, was classified as a third-party loan balance. This loan arose from the transfer of residual funds to Amigo Resources PLC (formerly Amigo Holdings PLC) from the subsidiaries prior to entering liquidation.

5a. Share capital

For details of share capital, see note 7 to the condensed consolidated financial statements. £nil dividends were paid in the period (30 Sep 2025: £nil).

6a. Related party transactions

The Company receives charges from and makes charges to its 100% owned subsidiary, Amigo Capital FZE.

Appendix: alternative performance measures

Given that the business is in the natural resource exploration phase and has yet to achieve any revenue, the Board believes that disclosure of alternative performance measures ("APMs") is not currently relevant.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.

Contacts:

About Amigo Resources PLC

Amigo is a public limited company registered in England and Wales with registered number 10024479. Amigo is focussed on gold and rare earth mining opportunities in Africa, principally in Tanzania and Mauritania. The Amigo Shares are listed on the Official List of the London Stock Exchange

Important Notice & Caution Regarding Forward-Looking Statements

This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

This announcement contains certain forward-looking statements concerning Amigo Resources PLC.  These include statements regarding Amigo Resources PLC's intentions, beliefs or current expectations and those of our officers, Directors and employees concerning, amongst other things, our financial condition, results of operations, liquidity, prospects, growth, strategies, and the business we operate. These statements and forecasts involve risk, uncertainty and assumptions because they relate to events and depend upon circumstances that will or may occur in the future and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties, and other factors. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements are not statements of historical fact, and actual events Forward-looking statements in this announcement document are based on Amigo's beliefs, opinions, and estimates as of the dates the forward-looking statements are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions, or estimates should change or to reflect other future developments.

-ENDS-