30 September 2025

African Pioneer Plc

("African" or the "Company")

Interim Results for the Six Months Ended 30 June 2025

African Pioneer Plc a company engaging in development of natural resources exploration projects in Sub-Saharan Africa, announces its unaudited interim results for the six months ended 30 June 2025 as set out below. A copy of the Interims is available on the Company's website https://africanpioneerplc.com/

Chairman's Statement

Dear Shareholder,

African Pioneer has in prior periods carried out fieldwork in and around the Ongombo Project in Namibia and are convinced that we can increase the open pit potential, whilst identifying further ore contiguous to the boundaries and infill the area between the central and east shoot.  Ongombo has the benefit of mining and exploration permits and represents a viable near production mining potential for a 8,000 tonne of copper year project. 

The company is investigating nearby mining concessions which have known resources and access.  The company believes there is synergy between a number of projects and that Ongombo can be enlarged by collaboration or acquisition.  Notwithstanding the aforementioned, Ongombo has the benefit of 300,000 tonnes of contained copper and is open ended for further additions. 

The Zambian Northwestern copper exploration areas have had positive exploration undertaken by First Quantum our joint venture partner, and the company is in discussions with a number interested parties wishing to joint venture the exploration potential. 

The exploration area lies some 100km from the Kamoa mine in the Democratic Republic of Congo, which is the second richest copper mine in the world and is hosted in the Western Foreland, similar geological, architectural environment.  The Company has a passionate believe in copper and feel that its southern African positions will add considerable value to shareholders in the coming months.

The exploration projects in Botswana are currently being re-evaluated for small mining potential.

Colin Bird

Executive Chairman

30 September 2025

OPERATIONAL, FINANCIAL CORPORATE and STRATEGY REVIEWS

1.    Operational Review

The Company completed an Initial Public Offering (IPO) on the Standard List of the London Stock Exchange and the acquisition of its projects in Zambia, Namibia,  and Botswana in 2021.  The primary metal in all countries is copper with by-product potential in all of our projects. In Zambia we have potential for cobalt, in Namibia for gold and in Botswana for silver.  In 2022 the Company granted an option to First Quantum in relation to 4 of the 5 Zambian exploration licences held by African Pioneer Zambia which First Quantum has exercised more details of which are provided in the Corporate Highlights section of this review.

The Company's main focus during the period was on evaluating and advancing its 85% owned Namibian Projects, including the Ongombo mining licence application, and the Zambian licence (80% owned) and Botswana Projects (100% owned) that are not the subject of options.  

On 25 June 2025 the Company announced that it had received the official, unconditional Mining Licence (ML 240) which is valid until 23 March 2045 for its 85%-owned Ongombo Copper-Gold Project, located approximately 40 km northeast of Windhoek in the Khomas Region of Namibia. The formal receipt of the physical licence marked the final step in the government permitting process and follows the award in early April 2025 of the Environmental Clearance Certificate (ECC No. 2302356, dated 24 March 2025).

Key Highlights

·      All required Namibian government approvals now formally granted

·      Mining Licence No. 240 is fully active and unconditional and is valid to 23 March 2045

·      Company is engaging with external mining and resource advisors who provided updated resource estimates for the open pit mineralisation who will provide recommendations for infill drilling and colour locations that will maximise increases in the global resource

·      Planning discussions are ongoing with preferred mining contractor for both open pit and underground mining. Specifically looking to build a database of unit costs for key components of the mine plan to update the financial model

The company is investigating nearby mining concessions which have known resources and access.  The company believes there is synergy between a number of projects and that Ongombo can be enlarged by collaboration or acquisition

·      Independent updated total (gross)* Indicated Mineral Resource Estimate (MRE) of 5.7Mt at 1.1% Cu Equivalent (CuEq), 0.94% Cu and 0.23g/t Au and a very substantial Inferred underground potential Resources of 23Mt at 1.1% CuEq, 0.95% Cu and 0.24g/t Au as announced on 16 May 2023

·      Advanced discussions with multiple parties about project level funding of the Ongombo Project.

*gross representing 100% MRE and African Pioneer has 85% interest in the Project

1.2.  Namibia Project Background: The Ongombo copper gold project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from Windhoek to Gobabis  and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.

The Ongombo project lies within the Matchless Member of the Kuiseb Formation, a conspicuous assemblage of lenses of foliated amphibolites, chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km wide in the Otjihase area, stretches 350km east-north-eastwards in the Southern Zone of the Damara Orogen from the Gorob - Hope area. The deposit is generally described as a Besshi-type massive sulphide. These are described as thin sheet-like bodies of massive to well-laminated pyrite, pyrrhotite, and chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the Ongombo project mineralisation occurs in one continuous zone approximately 7 km long and 0.5 - 1 km wide. The mineralisation zone dips consistently 15-20° northwest and plunges 5° northeast. Mineralisation is gradually thinning westward.

EPL 5772 has been renewed to 1 February 2026. A conditional Environmental Clearance Certificate for mining activities was granted on EPL 5772 and is valid until 16 April 2026. A 20 Year Mining Licence, ML 240, has been unconditionally granted until 23 March 20245  and covers a portion of EPL 5772 and approximately one third of the open pit resource. An extension to the Mining Licence was submitted on 6 September 2022 to encompass the wider Resource Area.

1.3. Zambia Project Background:  As described at paragraph 3.4 below on 19 January 2022 African Pioneer Zambia Ltd, which is 80% owned by the Company, entered into an option agreement with First Quantum (listed on the Toronto Stock Exchange FM.TO) over 4 of the 5 Zambian exploration licences held by a subsidiary company, African Pioneer Zambia.

First Quantum has exercised its option over the 4 Zambian licences which it has an option over.

Highlights

·      Drilling confirmed proof of concept that licences are in the right lithology confirming Congo-style mineralisation.

·      4 diamond drill holes completed at the Turaco target for 1,297.1m.

·      A 772.3m deep diamond drill hole completed over the Ikatu on an Audio Magneto Telluric ("AMT") generated target. Awaiting results.

·      9 reverse circulation ("RC") holes drilled at the Chipopa target for a total of 780m.

·      During the course of the programme First Quantum confirmed their intention to exercise their option as reported on 16 February 2024.

First Quantum continue to evaluate the licences under the option agreement based on licence-wide geochemical analysis and drilling completed to date. A number of targets have been identified, some of which warrant more detailed follow up. This geological environment classified as the Fold and Thrust Belt is complex and the Company benefits from the expertise and local knowledge gained by First Quantum following years of exploration in the region. The Fold and Thrust Belt and adjoining Western Foreland are currently the focus of intense exploration and speculation from exploration companies of varying size and the information being generated by African Pioneer and First Quantum represents extremely valuable data and knowledge of a region with little detailed exploration having taken place but where the exploration prize is potentially significant.

1.4. Botswana:  The Botswana projects comprise 5 prospecting licences which have been renewed through 31 March 2026 and comprise approximately 770 sq. km. in the Kalahari Copperbelt. Whilst the exploration to date on the licences which were the subject of the Sandfire Option Agreement does not currently indicate prospectivity for a large-scale mining operation the Board believes that there is prospectivity for a smaller to medium sized mining operation targeting in the range of 5,000 to 10,000 tonnes of contained copper per annum. Although too small for a large-scale miner a mine of this size would fit very well into the demand for small to medium mines to help bridge the gap in the predicted shortfall of copper to meet future projected demand.

All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource development destination and as such all exploration ground has potential strategic importance particularly in the case of African Pioneer which has several licences in the general area.

2.      Financial Review

2.1 Financial highlights:

·      £333K loss after tax (June 2024: £322K)

·      Approximately £69K cash at bank at the period end (Dec 2024: £13K).

·      The basic and diluted losses per share are summarised in the table below

·      The net asset value as at 30 June 2025 was £4.73m (31 December 2024 £4.64m)

2.2 Fundraising and Issue of shares during the period:

On 10 February 2025 the Company announced it had raised £420,000 before expenses at 1 pence per Ordinary Share ("Fundraising Price") through the issue of 42,000,000 new Ordinary Shares of no par value each ("Ordinary Shares") (the "Fundraising Shares").  Each participant in the Fundraising also received one (1) warrant exercisable at 1.75 pence per ordinary share from 12 months to 36 months after admission on 13 February 2025 ("Admission") for each Fundraising Share issued.  The Company also issued a warrant to Shard Capital Partners LLP to subscribe for a total of 2,100,000 new Ordinary Shares exercisable at the Fundraising Price for a period of three years from Admission.

On 13 February 2025 the Company issued 207,039 new Ordinary Shares to Strategic Investments International Ltd a company controlled by PDMR Mike Allardice at 3.5 pence per share to settle £7,246 of accrued fees and 1,000,000 new Ordinary Shares will be issued at the Fundraising Price to settle £10,000 of accrued fees due to a consultant. 

On 23 May 2025 the Company issued 5,970,149 Ordinary Shares at 0.67 pence to settle £40,000 of accrued fees and 252,307 Ordinary Shares at 1.95 pence to settle £4,920 of accrued fees.

3.   Corporate Review

3.1 Company Board: The Board of the Company comprises Colin Bird, Executive Chairman Raju Samtani, Finance Director Christian Cordier, Business Development Director Kjeld Thygesen, Independent Non-executive Director James Nicholas Cunningham-Davis, Non-executive Director.

3.2 Listing: The Company was admitted to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021 (the "Listing" or "IPO"). On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR.  Consequently with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.

3.3 Corporate Acquisitions and Group: As previously reported the Company completed the acquisition of projects based in Namibia, Zambia, and Botswana and on 27 August 2021 announced that it had acquired a further 15% interest in its Namibian Projects.  During the period the Company did not make any corporate acquisitions.

3.4 First Quantum Option Agreement: The First Quantum Option Agreement was announced on 20 January 2022 and the highlights of the agreement are:

·      The four exploration licences the subject of the First Quantum Option Agreement are in the highly prospective Central Africa Copperbelt in northwest Zambia which is the largest and most prolific mineralized sediment- hosted copper province in the world and are located less than 100km from First Quantum's giant Sentinel copper mine.

·      The exploration licenses include geological formations similar in age and rock type to that hosting the major copper deposits of the Copperbelt

·      On 16 February 2024 the Company announced that First Quantum had delivered a notice to exercise their option over exploration licences 27770-HQ-LEL and 27768-HQ-LEL having already exercised in October 2023 their option over licences 27767-HQ - LEL and 27771-HQ - LEL. Prior to exercising these options First Quantum had met the initial expenditure requirement by spending US500,000 on each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the "Zambian Projects"). 

·      Although First Quantum has exercised its option it has at this stage it has not earned any shares in African Pioneer Zambia, just the right to proceed to the First Earn In Period.

·      During the First Earn In Period which expires on 28 February 2026, First Quantum has the right but not the obligation to prepare a Technical Report in respect of the Zambian Projects demonstrating an Indicated Mineral Resource of at least 300,000 tonnes of contained copper (the "Technical Report Requirement"). First Quantum is to fund the Technical Report. Once the Technical Report is issued First Quantum has the right to be issued shares equal to a 51% shareholding in African Pioneer Zambia. This will also trigger the Second Earn-In Period.

·      In the Second Earn-In Period First Quantum shall have the right but not the obligation to complete all necessary mining, metallurgical and development studies to establish a mine at the Property and make a public announcement that it intends to proceed towards commercial development of a Mine on the Property (a "Decision to Mine"). First Quantum is to fund all costs related to the Decision to Mine.  Once First Quantum announces a Decision to Mine First Quantum has the right to be issued shares in African Pioneer Zambia to increase their 51% shareholding in African Pioneer Zambia to 75%.

First Quantum: is one of the world's top 10 copper producers operating in several countries including Zambia where it owns the Sentinel and Kansanshi mines in North West Zambia and is known for its specialist technical engineering construction and operational skills which have allowed it to develop and successfully run complex mines and processing plants. Colin Bird, the chairman of African Pioneer,  was a founder of and floated Kiwara Plc in around 2008 which discovered copper in northwest Zambia and was sold to First Quantum in January 2010 for U$260 million. First Quantum then developed the Kiwara Plc projects into the Sentinel mine which is the world's 14^th largest copper mine.

Exploration licence 27769-HQ-LEL which is not covered by the Option Agreement has been transferred from African Pioneer Zambia to African Pioneer Chongwe Ltd a new Zambian company owned 80% by the Company and 20% by its local partners and is in the Zambezi area located within the Zambezi belt of southern Zambia that hosts a Lower Katanga supergroups but due to its relative lack of prospectivity compared to the Company's other licences the Company will not be undertaking further exploration work in relation to this licence.

3.5  Sandfire Option Agreement:

The Sandfire Option Agreement was announced on 4 October 2021 and was for two years from 2 October 2021 and relates to PL 100/2020, PL 101/2020, PL 102/2020 and PL 103/2020 (the "Included Licences").  Sandfire paid US$500K and issued 107,272 Sandfire ordinary shares to the Company at the time of entering into the Sandfire Option Agreement.  As announced on 29 September 2023 Sandfire notified the Company that it would not be exercising its option under the Sandfire Option Agreement. Sandfire's Exploration Commitment under the Sandfire Option Agreement was to fund US$1 million of exploration expenditure on the Included Licences (the "Exploration Commitment") within the Option Period with 60% of the Exploration Commitment to be on drilling and assay costs. If the Exploration Commitment is not spent, any shortfall is due to be paid by Sandfire to African Pioneer.  The Company is reviewing the Exploration Commitment with Sandfire. Sandfire have confirmed that they will provide Exploration Information that it holds in relation to the Included Licences.

All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource development destination and as such all exploration ground has potential strategic importance particularly in the case of African Pioneer which has several licences in the general area.

Whilst the exploration to date on the licences which were the subject of the Sandfire Option Agreement does not currently indicate prospectivity for a large-scale mining operation the Board believes that there is prospectivity for a smaller to medium sized mining operation targeting in the range of 5,000 to 10,000 tonnes of contained copper per annum. Although too small for a large-scale miner a mine of this size would fit very well into the demand for small to medium mines to help bridge the gap in the predicted shortfall of copper to meet future projected demand.

4.   Strategy Review

The Company's short to medium term strategic objectives are to enhance the value of its mineral resource Projects through exploration and technical studies conducted by the Company or through joint venture or other arrangements (such as the Option Agreement with First Quantum on its 4 North-West Zambian licences) with a view to establishing the Projects can be economically mined for profit.  With a positive global outlook for both base and precious metals, the Directors believe that the Company's Projects provide a base from which the Company will seek to add significant value through the application of structured and disciplined exploration and development of the Ongombo copper gold project in Namibia into an operating mine.

5.   Outlook

Outlook for Copper: During late 2024 the copper price was around US$9,370 per tonne and in 2025 has been in the range of around US$9,000-US$10,000 and at the time of writing is just under US$10,000 per tonne. Notwithstanding this short-term volatility the forecasts for the price of copper and its by-product metals remain positive as the outlook for copper supply remains quite pessimistic as most large copper mining projects have been shelved as a result of political or economic reasons but we anticipate this will lead to both smaller but profitable mines being developed , and junior mining companies with good copper resources in reliable jurisdictions becoming potential targets for acquisitions by major mining companies. As a result, the Company is well positioned with all its projects, to take part in a potential acquisition boom or alternatively to attract financing for its own operations which might not otherwise have been available.

The major mining companies are seeking new projects for acquisition and all our projects have the fundamentals which may attract the attention of larger companies as reflected in the fact that First Quantum has as reported in the Corporate review section above issued an Option Exercise Notice in relation to the 4 Zambian exploration licences the subject of the First Quantum Option Agreement

The Board feels the Group has assembled an enviable portfolio of projects and we are pleased that Sandfire has taken and retained a significant equity position in the Company. We look forward to advancing all our projects and providing our shareholders with the prospects of enhanced value flowing into next year.

6.      Post Period Events

There have been no significant events post the period end.

INTERIM MANAGEMENT REPORT

The Directors are required to provide an Interim Management Report in accordance with the Financial Conduct Authorities ("FCA") Disclosure Guidance and Transparency Rules ("DTR"). The Directors consider the preceding Operational, Financial, Corporate and Strategy Review of this Half Yearly Financial Report provides details of the important events which have occurred during the period and their impact on the financial statements as well as the outlook for the Company for the remaining six months of the year ended 31 December 2025.

The following statement of the Principal Risks and Uncertainties, the Related Party Transactions, the Statement of Directors' Responsibilities and the Operational, Financial, Corporate and Strategy Review constitute the Interim Management Report of the Company for the six months ended 30 June 2025.

Principal Risks and Uncertainties

The principal risks and uncertainties for the remaining six months of the financial year remain the same as those contained within the annual report and accounts as at 31 December 2024.

The principal risks and uncertainties facing the group are as follows:

·      There are significant risks associated with any exploration project and the ability of the Company to explore, develop and generate operational cashflows from its projects requiring the Company to reply on fundraisings to funds its operational costs

·      No assurances can be given that minerals will be discovered in economically viable quantities at the Company's projects 

·      Adverse foreign exchange fluctuations

·      Volatility in financial markets and commodity markets

Related Party Transactions during the period

The table below shows the shareholdings of Directors and their related parties as at 30 June 2025 and the date of these interim accounts and % shareholdings at 30 June 2025 and the date of these interim accounts.

* Colin Bird's shareholding includes 5,000,000 ordinary shares held by Campden Park Trading, a company owned and controlled by Colin Bird, the Company's Chairman

** Christian Cordier's shareholding includes 4,000,000 ordinary shares held by Tonehill Pty Ltd as trustee for The Tonehill Trust and 5,222,222 ordinary shares held by Coreks Super Pty Ltd as trustee for Coreks Superannuation Fund both of which companies are owned and controlled by Christian Cordier. It also includes 8,000,000 ordinary shares held by Breamline Pty Ltd of which Christian Cordier is a director and which is a trustee company for Breamline Ministries

Directors' Letters of Appointment and Service Agreements as disclosed in the Prospectus, and which remained in force during the period are summarized below:

(a)    Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of James Cunningham-Davis as a Director. The appointment continues unless terminated by either party giving to the other 3 months' notice in writing. James Cunningham-Davis is entitled to director's fees of £12,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties which will be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust Company that James Cunningham-Davis is a founder and managing director of. James Cunningham-Davis is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with James Cunningham-Davis and/or Cavendish Trust Company Ltd in relation to the appointment of James Cunningham-Davis as a director of the Company. 

(b)    Pursuant to an agreement dated 24 May 2021, the Company appointed Kjeld Thygesen as a non-executive Director with effect from the date of the IPO. The appointment continues unless terminated by either party giving to the other 3 months' notice in writing and Kjeld Thygesen is entitled to director's fees of £18,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Kjeld Thygesen is not entitled to any pension, medical or similar employee benefits.  

(c)    Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Colin Bird as a Director. The appointment continues unless terminated by either party giving to the other 3 months' notice in writing. Colin Bird is entitled to director's fees of £18,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Colin Bird is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Colin Bird in relation to his appointment as a director of the Company. 

(d)    Pursuant to a consultancy agreement dated 24 May 2021, the Company has, with effect from the date of the IPO, appointed Colin Bird as a consultant to provide technical advisory services in relation to its current and future projects including but not limited to assessing existing geological data and studies, existing mine development studies and developing exploration programs and defining the framework of future geological and mine study reports (the "Colin Bird Services"). The appointment continues unless terminated by  either party giving to the other 3 months' notice in writing. Colin Bird is entitled to fees of £3,500 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Colin Bird Services.

(e)    Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Raju Samtani. The appointment continues unless terminated by either party giving to the other 3 months' notice in writing. Raju Samtani is entitled to director's fees of £18,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Raju Samtani is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Raju Samtani in relation to his appointment as a director of the Company.

(f)    Pursuant to a consultancy agreement dated 24 May 2021, the Company has ,with effect from the date of Admission, appointed Raju Samtani as a financial consultant to provide financial advisory services to the Company (the "Raju Samtani Services"). The appointment continues unless terminated by  either party giving to the other 3 months' notice in writing. Raju Samtani is entitled to fees of £2,667 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Raju Samtani Services.  

(g)    Pursuant to an agreement dated 24 May 2021, the Company appointed Christian Cordier as a Director with effect from the date of Admission. The appointment continues unless terminated by either party giving to the other 3 months' notice in writing. Christian Cordier is entitled to director's fees of £18,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Christian Cordier is not entitled to any pension, medical or similar employee benefits.  

(h)    Pursuant to a consultancy agreement dated 24 May 2021, with Mystic Light Pty Ltd a personal service company of Christian Cordier the Company has secured the services of Christian Cordier, with effect from the date of the IPO, as a business development consultant to provide business development l advisory services to the Company in relation to its existing and future projects (the "Christian Cordier  Services"). The appointment continues unless terminated by  either party giving to the other 3 months' notice in writing. Mystic Light Pty Ltd is entitled to fees of £1,000 per month for providing the Christian Cordier Services plus reasonable and properly documented expenses incurred during the performance of the Christian Cordier Services.  

(i)     The Company entered into a contract, dated first August 2013 with Lion Mining Finance Limited ("LMF") a company controlled by Colin Bird, under which LMF provides administrative services to the Company for £750 plus VAT per calendar month

Related Party transactions described in the annual report to 31 December 2024

Other than disclosed above and the intra group loans made by Company to its subsidiaries to finance their ongoing activities there have been no changes in the related party transactions described in the annual report for the year ended 31 December 2024 that could have a material effect on the financial position or performance of the Company in the first six months of the current financial year.

Responsibility Statement

The Directors, whose names and functions are set out in this report under the heading Company Board, are responsible for preparing the Unaudited Interim Condensed Consolidated Financial Statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial reporting (IAS34).  The Directors confirm that, to the best of their knowledge, this Unaudited Interim Condensed Consolidated Report, which has been prepared in accordance with IAS34, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the interim management report includes a fair review of the information required by DTR 4.2.7 R and by DTR 4.2.8 R, namely:

·      an indication of key events occurred during the period and their impact on the Unaudited Interim Condensed Consolidated Financial Statements and a description of the principal risks and uncertainties for the second half of the financial year; and

·      material related party transactions that have taken place during the period and that have materially affected the financial position or the performance of the business during that period.

For and on behalf of the Board of Directors

Colin Bird

Executive Chairman

30 September 2025

or visit  https://africanpioneerplc.com/  

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). 

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is Financial Adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred.

Group Statement of Profit and Loss

For the six months ended 30 June 2025

Group Statement of Other Comprehensive Income

For the six months ended 30 June 2025

GROUP STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2025

Group Statement of Financial Position

As at 30 June 2025

Group Statement of Cash Flows

For the six months ended 30 June 2025

Notes to the interim financial information

For the six months ended 30 June 2025

1.       General information

This financial information is for African Pioneer Plc ("the Company") and its subsidiary undertakings. The principal activity of African Pioneer Plc (the 'Company') and its subsidiaries (together the 'Group') is the development of natural resources exploration projects in Sub-Saharan Africa. The Company is a public limited company and was listed on to the Official List (Standard Segment) and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021. The Company is domiciled in the Isle of Man and was incorporated on 20th July 2012 under the Isle of Man Companies Act 2006 with company registration number 00859IV, and with registered address being 34 North Quay, Douglas, Isle of Man, IM1 4LB.

                     Gross fair value of exploration assets acquired           2,446,712

The Company's principal business is to explore opportunities within the natural resources sector in Sub-Saharan Africa, with a focus on base and precious metals including but not limited to copper, nickel, lead and zinc. The Company has acquired the Namibia Projects, Zambia Projects and Botswana Projects (see Note 5 for details):

On 16 May 2023 the Company announced an updated Indicated and Inferred Mineral Resource Estimate for the Ongombo copper project in Namibia, was completed by independent consultants Addison Mining Services ("AMS"). AMS has highlighted a number of areas both down-plunge and down-dip of defined mineralisation where the external consultant believes the delineation of further mineralisation is extremely likely. In addition, a large proportion of the drilling and assaying undertaken on the East-Ost Shoot did not assay for gold. Therefore, AMS also indicates that scope for a further increase in the Cu Eq grade of the East - Ost Shoot is likely once infill or twin drilling is undertaken. This is potentially significant as the East-Ost Shoot is notably thicker than the Central Shoot and offers an easier more efficient mining target than the narrower Central Shoot.  Addition of gold at East - Ost Shoot may increase the global resource tonnage as the addition of further value will increase the Cu Eq grade above the 1% cu cut-off currently being used for resource estimation.

The Company's' main focus during the period was on evaluating and advancing its 85% owned Namibian Projects and its 100% owned Botswana Projects and the 80% owned Zambian exploration licence which is not the subject of the First Quantum Option Agreement described at paragraphs 4.5 of the Corporate Review above.

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are transferred to development assets and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

7.            Borrowings

On 1 May 2024 the Company entered into an unsecured convertible loan funding facility agreement for up to £1,000,000 (the "Facility"). The Facility was originally convertible at 2.8 pence per ordinary share ("Share") but in light of the fundraising on 10 February 2025 at 1 pence per Share is now convertible at 0.1.2727 pence per Share. 

Working Capital Facility Agreement

The Facility is for £1,000,000 in total, is unsecured, interest free and  the Company was able to be drawn down in four loan tranches of £250,000 each and the Company has made two Loan Tranche drawdowns of £250,000 each under the Facility and is not permitted to make any additional drawdowns.  To date £50,000 has been paid by the Lender which is due to be repaid to the Lender. The Facility was created as a standby facility and the Company is re-negotiating the terms of the Facility with the Lender who is a long term shareholder in the Company. 

Repayment and Conversion

Repayment

Unless otherwise converted, the Company must repay each Loan Tranche on the first anniversary of the advance by the Lender of the applicable Loan Tranche ("Maturity Date"). The Company may prepay the whole or part of the Facility on any day prior to the Maturity Date for a Loan Tranche upon giving not less than 14 days' prior written notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the Company prepays in cash before the Maturity Date. The Lender can during the 14 days' notice period make an election for all or part of the Loan subject to a prepayment notice to be repaid in Shares in which case the 5% fee shall not apply to that proportion of the Loan repaid in Shares.

Conversion of Loan Tranche by Lender

The Lender may at any time during the Facility Period elect to convert all or part of any drawn down amount into such number of new Shares equal to the amount of the Loan Tranche that is to be repaid at the date of the election  divided by the conversion price. The original conversion price was 2.8 pence ("Original Conversion Price") which under the conversion adjustment mechanism described below has been reduced to 1.2727 due to the fundraising at 1 pence per share announced by the Company on 10 February 2025 ("February 25 Fundraising") ("New Conversion Price").

Conversion of Loan by the Company

The Company may at any time during the Loan Period elect to convert all or part of a Loan if the Share price exceeds a target conversion price for a period of five or more business days. The original target conversion price was 3.6 pence per share  ("Original Target Conversion Price") which under the conversion adjustment mechanism described below has been reduced to 1.6362 pence following the February 2025 Fundraising ("New Target Conversion Price").

Conversion Adjustment Mechanism

If the Company before i) the Maturity Date for a Loan Tranche and before ii) the Loan Tranche has been repaid issues Shares for cash consideration ("Issue Price") at a discount to 2.2 pence per Share (the "Base Issue Price") then the Conversion Price and the Target Conversion Price in respect of that Loan Tranche shall be multiplied by a fraction, the numerator of which will be the Issue Price and the denominator of which will be 2.2 pence.

Interest and Fees

The Loan is interest free. The Lender shall be paid an arrangement fee of 10% of the amount of the Facility to be settled by the issue of 5,089,177 new Shares ("Facility Fee Shares") credited as fully paid by at an issue price of 1.965p per Share (being the Five Day VWAP on the date of the announcement of the Facility) with the Facility Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Facility Fee Shares have not yet been issued.

On the drawdown of any Loan Tranche the Lender shall be paid a further fee of 2% of the amount of the relevant Loan Tranche which is to be settled by the issue of new Shares credited as fully paid at the five-day VWAP on the date of the relevant Loan drawdown notice ("Drawdown Fee Shares") with the Drawdown Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Drawdown Fee Shares have not yet been issued.

Option to Extend Facility

If the Company had drawn down in full or in part against all four loan tranches then it had the option to elect to be able to drawdown up to an additional GBP500,000 ("Optional Loan Tranche").  As the Company only made drawdowns against two of the loan tranches it does not have this option.

Warrants

On the drawdown of any Loan Tranche, the Lender shall be issued three year warrants over Shares ("Warrants") with a face value equal to 50% of the amount drawn down under the Loan Tranche. The exercise price for the Warrants applicable to each of the tranches are as follows:

·      4 pence per share for the drawdown of the four loan tranches;  and

·      5.7 pence per share for the drawdown of the Optional Loan Tranche;

If there were no drawdowns under two or more of the loan tranches then, the Company would be due to issue a three year warrant to the Lender for an amount equal to 25% of the Facility that has not been drawn down with an exercise price of 3.5 pence per share ("No Draw Down Warrants").  The Company has not issued the No Draw Down Warrant pending the  re-negotiation of the terms of the Facility with the Lender

On 10 February 2025 the Company issued 42,000,000 new ordinary shares at 1 pence per ordinary share raising £420,000 before expenses.

Each participant in the fundraising received one warrant exercisable at 1.75 pence per ordinary share from 12 months to 36 months after the admission for each share issued. The Company also issued a warrant to Shard Capital Partners LLP to subscribe for a total of 2,100,000 new Ordinary Shares exercisable at the fundraising price for a period of three years from admission of the shares

In addition on the same day 207,039 new Ordinary Shares were issued to one consultant at 3.5 pence per share to settle £7,246 of accrued fees and 1,000,000 new Ordinary Shares was issued to another consultant at the fundraising price of 1 pence to settle £10,000 of accrued fees.

On 19 May 2025 the Company issued  6,222,456 new Ordinary Shares to settle a total of £44,920 of consultancy fees.  5,970,149 of the Ordinary Shares were issued at 0.67 pence being the 10 day VWAP share price on 14 May 2025 to settle £40,000 of fees and 252,307 of the Ordinary Shares were issued at 1.95 pence being the VWAP share price for the 6 months ended 31 December 2024 to settle £4,920 of fees.

9.            Warrants

At 30 June2025 the warrants in the table below over ordinary shares in the issued share capital of the Company were issued and at the period end had not been exercised.

Note 1: The 40,000,0000 Fundraising Warrants were issued on 13 February 2025. A warrant reserve of £76,900 was created in relation to the Fundraising Warrants based on their fair value determined at the date of grant using the Black Scholes model using the inputs indicated below:

Share price at the date of issue                                                        1.025p

Strike price                                                                                           1.75p

Volatility                                                                                 45%

Expected life                                                                                         3 years

Risk free rate                                                                                        4.462%

Note 2: The 2,100,000 Broker Warrants were issued on 13 February 2025. A warrant reserve of £7,772 was created in relation to the Broker Warrants based on their fair value determined at the date of grant using the Black Scholes model using the inputs indicated below

Share price at the date of issue                                                        1.025p

Strike price                                                                                           1.0p

Volatility                                                                                 45%

Expected life                                                                                         3 years

Risk free rate                                                                                        4.462%

10.          Share Options

A new Share Option Scheme for the directors, senior management, consultants and employees was approved at the AGM on 23 August 2022. On 24 January 2023 the Company announced that pursuant to the Share Option Scheme approved 16,850,000 options over Ordinary Shares ("Options") were awarded, 6,600,000 of the Options were awarded to directors of the Company, as detailed below and the balance of 10,250,000 Options to other eligible participants. The Company had not previously issued any Options.

Summary of the Options awarded:

As a result of this the fair value of the share options was determined at the date of the grant using the Black Scholes model, using the following inputs:

Share price at the date of amendment                    3.3p                                                                         

Strike price                                                                   4.5p                                                                                                            

Volatility                                                                         50%                                                                         

Expected life                                                                 10 years                                                                                                    

Risk free interest rate                                              4%        

The share-based payment charge for these share options for the six months to 30 June 2025 was £16,403 (YE 29 December 2024: £30,740), which has been taken to the share-based payment reserve and the resultant fair value of the share options as at 30 June 2025 was determined to be £79,950  (29 December 2023: £63,547).

11.          Concert Party

At the period end the concert party, as defined and further details of which were disclosed in the Company's prospectus dated 26 May 2021, held an aggregated interest of 36.44%.

12.          Subsequent events

No significant events have occurred subsequent to the reporting date that would have a material impact on the consolidated financial statements