30 September 2025

Emmerson PLC

("Emmerson" or the "Company")

Interim Results for the six months ended 30 June 2025

Emmerson PLC is pleased to announce its Interim Results for the six month period ended 30 June 2025 and to provide a brief update on activities.

Highlights

·    Request for Arbitration (RFA) submitted to the International Centre for Settlement of Investment Disputes (ICSID) in the period regarding the dispute with the Kingdom of Morocco in relation to the Khemisset Potash Project in Morocco (the "Project")

·    Emmerson is claiming full compensation for the loss of the Project, previously valued internally at US$2.2 billion

·    Litigation funding facility for up to US$11.0 million secured, sufficient to cover all expected legal costs and working capital requirements for the duration of proceedings (US$0.8 million of which was drawn down in the period)

·    Cash balance at 30 June 2025 was US$0.6 million

Legal matters

On 30 April 2025, the Company's direct and indirect subsidiaries Khemisset UK Ltd. and Potasse de Khemisset S.A. (the "Claimants") filed a Request for Arbitration ("RFA") with the International Centre for Settlement of Investment Disputes ("ICSID"). The ICSID Secretary-General registered the RFA on 23 May 2025.

The Claimants seek compensation for the loss and damage they sustained as a result of Morocco's breaches of its obligations under the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the Kingdom of Morocco for the Promotion and Protection of Investments (the "BIT"), including (i) Morocco's expropriation of the Project in violation of Article 6(1) of the BIT, and (ii) Morocco's breach of its obligations to accord the Claimants fair and equitable treatment, to provide full protection and security to the Claimants and their investments, and to refrain from impairing the Claimants' investments by discriminatory measures under Article 2(2) of the BIT.

The Claimants will quantify the amount of compensation sought during the course of the arbitral proceedings, taking into account that the Company's most recent valuation of the Project was approximately US$ 2.2 billion.

On 5 August 2025, Stanimir A. Alexandrov (a Bulgarian national) accepted his appointment by the Claimants as arbitrator. On 15 August 2025, Zachary Douglas KC, a national of Australia and Switzerland, accepted his appointment by the Respondent as arbitrator. The Company anticipates that the arbitral tribunal will be constituted in or around October 2025. The Company further anticipates that the Claimants' written memorial will be due in or around Q1 2026 and will set forth in greater detail the factual and legal grounds for the Claimants' claims.

The Claimants will continue zealously to pursue their claims in this matter.

For further information, please visit www.emmersonplc.com, follow us on Twitter (@emmerson_plc), or contact:

Condensed Consolidated Statement of Comprehensive Income

for the six months ended 30 June 2025

Condensed Consolidated Statement of Financial Position at 30 June 2025

Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2025

Condensed Consolidated Statement of Cash Flows for the six months ended 30 June 2025

Notes to the Condensed Consolidated Financial Statements for the six months ended 30 June 2025

1.            General information

Emmerson PLC (the "Company") is a company incorporated and domiciled in the Isle of Man, whose shares have since 27 April 2021 been listed on AIM.

The principal activities of the Group are the pursuance of a dispute with the Moroccan Government regarding the Khemisset Potash project, and the development of the Company's proprietary potash processing technology known as KMP. In previous years, the principal activity was the development of the Khemisset Potash project, however the rejection of the Company's environmental permit application in October 2024, resulting in the total expropriation of the Project, necessitated a change in strategy.

2.            Basis of preparation

2.1       General

The Condensed Consolidated Financial Statements have been prepared in accordance with the valuation and recognition principles of UK-adopted International Accounting Standards. The Condensed Consolidated Financial Statements for the six months ended 30 June 2025 are unaudited and have not been reviewed by the Group's auditor, and do not include all of the information required for full annual financial statements.

They should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2024. The principal accounting policies applied in the preparation of the Condensed Consolidated Financial Statements are unchanged from those disclosed in those statements. These policies have been consistently applied to each of the periods presented.

The financial information of the Group is presented in US Dollars, which is also the functional currency of the parent Company and has been prepared under the historical cost convention. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency).

2.2       Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of the Company, Moroccan Salts Limited ("MSL"), Potasse de Khemisset SA, Mines de Centre SARL, and Khemisset UK Ltd ("KUL").  

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

·    The contractual arrangement with the other vote holders of the investee;

·    Rights arising from other contractual arrangements; and

·    The Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the Group Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.

All the Group's companies have 31 December as their year-end. Consolidated financial statements are prepared using uniform accounting policies for like transactions.

2.3       Functional and presentational currency

The financial information of the Group is presented in US Dollars, which is also the functional currency of the parent Company, and has been prepared under the historical cost convention. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency).

2.4       Going concern

As at 18 September 2025 the Group had cash and cash equivalents of US$1.1 million. On 2 January 2025, the Company signed a Capital Provision Agreement ("CPA") with a specialist litigation funding firm to provide up to US$11.0 million in both litigation finance capital and working capital for the Company.

The Company has prepared a cashflow forecast to December 2026 setting out the expected financial commitments related to the running of the Group in its reduced scale, and the legal and other advisory expenses related to the ongoing dispute with the Moroccan government. The Company will not commit to further material financial obligations for at least the 12 months from the date of this report in order to protect its Going Concern position.

Based on a review of the cashflow forecast, the Board is satisfied that the existing cash and funding facility are more than sufficient to meet the Company's outgoings for at least 12 months from the date of this report, and therefore believe the Going Concern basis is appropriate for the preparation of the financial statements.

3.            Administrative fee and other expenses

4.            Litigation funding

On 2 January 2025, the Company announced that it had signed a Capital Provision Agreement ("CPA") with a specialist litigation funding firm to provide up to US$11.0 million in both litigation finance capital and working capital for the Company (the "Funding"). Funds advanced under the CPA can be used to settle legal fees connected with the case, as well as for general working capital purposes, subject to approvals.

Funds advanced are non-recourse and are not repayable in the event of the legal case being lost. If the case has a successful outcome, the litigation funding firm will receive capital a capital entitlement based on multiples of the amounts advanced, or a percentage of the total settlement, depending on the timing and quantum of the settlement.

Because the funds advanced confer present benefits whose value can be quantified, these advances are recognised as Other Income. The balance of entitlements under the CPA will be recognised upon settlement of the legal case, as a reduction against the final award.

During the period, the Company incurred litigation expenses of US$1,004k, of which US$727k were settled through advances and has been recognised as Other Income. The balance of US$277k has been recorded as a Current Liability.

5.            Current and Non-current liabilities      

On 30 April 2025, the Company reached a legal settlement agreement related to a contract dated 29 November 2021 relating to the provision of  basic engineering package for the Company's Khemisset Potash Project. The settlement amount agreed between both parties is US$427k, payable in 3 instalments with the final payment due on 27 May 2027. This amount has been split between current and non-current liabilities accordingly.

6.            Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

7.            Intangible assets

The intangible assets consist of capitalised exploration and evaluation expenditure, including the cost of acquiring the mining license and research permits held by the Company's subsidiaries.

During the period ended 31 December 2024, the Company fully impaired the capitalised exploration and evaluation costs in respect of the Khemisset project, following the rejection of the ESIA in October 2024.

8.            Related party transactions

Directors' consultancy fees

Graham Clarke is a Director of the Company and also provides consulting services to the Company. During the period, Graham Clarke received fees of US$150k (H1 2024: nil). The amount outstanding as at the period end was US$ nil (31 Dec 2024: US$ nil).

Robert Wrixon is a Director of the Company and also provides consulting services to the Company. During the period, Robert Wrixon received fees of US$30k (H1 2024: US$15k). The amount outstanding as at the period end was US$ nil (31 Dec 2024: US$ nil).

Hayden Locke is a Director of the Company and also provides consulting services to the Company. During the period, Hayden Locke received fees of US$40k (2024: US$nil). The amount outstanding as at the period end was US$ nil (31 Dec 2024: US$ nil).

9.            Post-balance sheet events

There were no post-balance sheet events.