Rome Resources PLC - Half-Year Results

Consolidated Statement of Cash Flows

for the Period Ended 31 December 2024

1. ACCOUNTING POLICIES

Basis of preparation

These unaudited consolidated interim financial statements ("interim financial statements") for the six months ended 30 June 2025 have been prepared in accordance with the requirements of the AIM Rules for Companies (the "AIM Rules"). As permitted, the Group has chosen not to adopt IAS 34 'Interim Financial Statements' in preparing this interim financial information. The interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2024, which have been prepared in accordance with international accounting standards in accordance with the requirements of the Companies Act 2006 applicable to Companies reporting under IFRS.

The current Group was formed through a reverse takeover ("RTO") acquisition by the Company of Rome Resources Ltd and its subsidiaries on 26th July 2024.  The interim financial statements of Rome Resources Plc are unaudited financial statements for the six months ended 30 June 2025.

Comparatives

The accounting resulting from the RTO acquisition causes the comparative amounts to be restated. As a result, the comparatives consist of the six months ended 30 June 2024 compiled from the accounting records of the accounting acquirer (Rome Resources Ltd), which were not previously published, and the audited 15-month period to December 2024, as presented in the audited annual financial statements.

Comparatives are presented as a continuation of the accounting acquirer using the legal parent's equity structure. The reverse acquisition reserve at 30 June 2024 differs from that reported at the RTO date in the 2024 annual financial statements due to movements in the accounting acquirer's share capital and premium between 1 January 2024 and the RTO date, and other presentation reclassifications.

The accounting policies applied in preparing these financial statements are consistent with those applied in the previous annual financial statements for the period ended 31 December 2024.

Going concern

Given the nature of the Company's operations (namely early-stage exploration and evaluation) it is anticipated that the Company will need to raise additional capital in the near future to further develop its existing portfolio of assets beyond the recently completed drilling campaign and resource definition works. The timing and quantum of any further fundraise will be dependent upon, amongst other factors, the results of the recently completed drilling.

Given the level of support for the RTO acquisition and the accompanying placing, the subsequent placing in December 2024, the initial drilling results achieved, the supply / demand outlook for tin and the proximity of the Group's assets to nearby significant tin mining assets, the Directors are confident that the Group will be able to raise further funds to continue to develop the Group's assets and build-up their value in the future.  As such these results have been prepared on a going concern basis.

2. SHARE CAPITAL

Called up, allotted, issued and fully paid share capital

On 30 March 2025 12,661,324 Ordinary shares were issued to a supplier in lieu of certain fees and interest totalling £32,286.  The shares were issued at a price of 0.255 pence per share.

Share options & warrants in issue

Share options

⁽¹⁾    As part of the RTO transaction, certain options issued by Rome Resources Ltd were replaced with options in the Company.  Exercise prices and expiry dates were unchanged, with the number of replacement options being based on the existing options adjusted by the RTO exchange ratio.

Share warrants

₍₁₎        As part of the RTO transaction, certain warrants issued by Rome Resources Ltd were replaced with warrants in the Company.  Exercise prices and expiry dates were unchanged, with the number of replacement warrants being based on the existing options adjusted by the RTO exchange ratio.

3. TRADE AND OTHER RECEIVABLES

4. TRADE AND OTHER PAYABLES

5. EXPLORATION AND EVALUATION ASSETS

Exploration and Evaluation assets relate to two properties situated in the Walikale District of the North Kivu Province in eastern Democratic Republic of Congo, namely Exploration permits PEPM 13274 and PR 15130, collectively known as the Bisie North Project  Bisie North, principally a tin exploration project with secondary copper, zinc and silver, is situated only 8km along geological strike from the Alphamin Bisie project, the highest grade tin mine in the world.  Tin and copper soil anomalies were identified by the Company on two NW-SE trending topographic ridges both situated within the Company's licence area.  An initial drilling programme in 2023 identified several high-grade tin intercepts on both the Mont Agoma the Kalayi prospects, with significant intercepts of copper and zinc also encountered in several Mont Agoma drillholes.  Further drilling was undertaken during 2024 and has continued into 2025 on both licences.

The most significant judgement for the Group is the assumption that exploration and evaluation at the Group's projects will ultimately lead to a commercial mining operation, which includes the assumption that any licences held will be renewed as required upon expiry.  The Directors consider a number of factors when assessing whether any impairment is required in relation to these assets, including:

·      results of exploration work to date;

·      licence renewal status, with a presumption that licences will be renewed but consideration given to any possible issues in respect of the periodic renewal process;

·      the market for the underlying resources;

·      comparative valuations of similar assets as they are announced to the stock market;

While there is no confirmed resource on the licences as yet, given the stage of the evaluation process, there are strong indications of one based on the drilling results to date.

Based on these factors the Directors do not believe there is an impairment in the valuation of the Group's exploration and evaluation assets.

6. EVENTS AFTER THE REPORTING DATE

There have been no events subsequent to the period end which require adjustment of or disclosure in the financial statements or notes thereto.