BEOWULF MINING PLC – Unaudited Results For Period Ended 30 June 2026

RNS Number : 5048S
Beowulf Mining PLC
28 August 2026
 

A blue and white logo Description automatically generated with low confidence

 

 

28 August 2026

Beowulf Mining plc

(“Beowulf” or the “Company”)

Unaudited Financial Results for the Period Ended 30 June 2026

Beowulf Mining (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces its unaudited financial results for the six months ended 30 June 2026 (the “Period”).

 

Activities in the Period

 

Corporate

 

·    Following the issue of the Convertible Loan announced on 22 December 2025, a total of seven conversion notices were received by the Company for a total of £300,000 resulting in the issue of 5,045,841 shares to Alumni Capital Limited (the “Noteholder”) during the Period.

·     On 5 June 2026, the Company announced that it had agreed non-binding terms for a proposed strategic investment (“Strategic Investment”) from Bacchus Capital Advisers Limited (“Bacchus Capital”) and affiliated entities (together “Bacchus Capital & Affiliates”) as part of a wider financing (the “Financing”).

·    In connection with the Financing, the Company and the Noteholder entered into a settlement agreement on 5 June 2026, pursuant to which the Noteholder agreed to certain standstill arrangements while the Strategic Investment is progressed and to the settlement of outstanding convertible notes on completion of the Financing.

·     The Strategic Investment for a total of £3.7 million, forming part of a broader Financing for a total of £4.3 million, became binding on 12 June 2026, but remained subject to a number of regulatory and shareholder approvals. These approvals included:

–     the UK Panel on Takeovers and Mergers (the “Panel”) granting a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code that would otherwise arise as a result of the issue of the shares to Bacchus Capital & Affiliates pursuant to the proposed Strategic Investment (the “Rule 9 Waiver”);

–     the Rule 9 Waiver being approved by the Company’s independent shareholders;

–     the passing of resolutions by the Company’s shareholders necessary to (i) enable the issue of new ordinary shares in the Company pursuant to the Financing; and (ii) the sub-division of the Company’s ordinary shares to reduce their nominal value (the “Capital Reorganisation”); and

–     regulatory approvals, including Foreign Direct Investment (“FDI”) approval in Sweden.

·    As part of the Strategic Investment, Bacchus Capital and a third-party investor have acquired in total:

–     a 2.25% royalty over the Company’s Finnish assets for US$200,000 (approx. £149,231) pursuant to two royalty agreements dated 5 June 2026. The Company has an option to repurchase 50% of the Finnish royalties for a total of US$3.0 million (approx. £2.2 million); and

–     a 2.25% royalty over the Company’s Swedish assets for US$100,000 (approx. £74,615), pursuant to a royalty agreement dated 5 June 2026. The Company has the option to repurchase and cancel the Swedish royalty for i) a payment of US$115,000 (approx. £85,767) cash for a period of 30 days after the completion of the proposed Strategic Investment, or ii) after the 30-day period for a payment US$3.0 million (approx. £2.2 million).

 

 

 

 

Sweden

 

·   During the Period, through its wholly owned Swedish subsidiary Jokkmokk Iron Mines AB (“Jokkmokk Iron”), the Company continued to progress technical and environmental workstreams for the Kallak Iron Ore Project (“Kallak”).

·    Jokkmokk Iron published a Sustainability Strategy setting out the company’s vision, principles and approach to managing specific environmental and social impacts relating to the Kallak project. The document is available in English and Swedish on the Jokkmokk Iron website: https://jokkmokkiron.se/.

·    Technical activity focused on mining fleet optimisation with ongoing studies completed in collaboration with two market-leading Nordic truck manufacturers for Kallak. In addition, further work was conducted on the transport solutions for iron ore concentrate from the project to the port of Narvik.

·    The Company announced on 18 March 2026 that a consortium led by Jokkmokk Iron has been conditionally awarded funding of €1.1 million from the European Institute of Innovation and Technology (“EIT”) as part of the €2.4 million NordicPipe project (“NordicPipe”). On 27 April 2026, the consortium agreed to proceed with the project but withdrew from the EIT support. NordicPipe’s objective is to advance technical and environmental knowledge, that will enable the development and roll-out of slurry pipelines as a sustainable transportation solution for mineral ores and concentrates in the Nordic region.

 

Finland

 

·    Beowulf’s wholly owned Finnish subsidiary, Grafintec Oy (“Grafintec”), published a Sustainability Strategy setting out the company’s vision, principles and approach to managing its environmental and social impacts. The document is available in English and Finnish on the Grafintec website: https://www.grafintec.fi/.

·    Grafintec submitted an application for EU Strategic Project status for the Graphite Anode Materials Plant (“GAMP”) during the Period.

·    The Company announced that its applications to Business Finland for a Tax Credit and Research, Development and Piloting Loan had been unsuccessful due to the Company failing an eligibility criteria. Business Finland noted the merit of the GAMP project and, subject to the eligibility criteria issue being addressed, the Company intends to reapply.

·    During the week commencing 20 April 2026, Grafintec updated local stakeholders on activity at the Aitolampi and Rääpysjärvi projects and in particular on a mining and processing study completed for the Aitolampi project.

·    On 30 June 2026, the Company announced that it had received approval from the City of Kotka to extend the reservation of the site for its planned GAMP in the Keltakallio industrial area.

 

Kosovo

 

·    Vardar Minerals Limited (“Vardar”), Beowulf’s wholly owned subsidiary with a number of exploration licences under application in Kosovo, remained subject to a non-binding offer for its acquisition for €4 million during the Period. The Company maintains a dialogue with the offeror and continues to review other options for Vardar. Vardar is also maintaining discussions with authorities in Kosovo and is confident that the licences will be granted in due course.

 

Financial

 

·    The administration expenses of £267,542 in quarter ended 30 June 2026 was lower than Q2 2025 at £575,076. This decrease is primarily due to professional fees of £82,276 (Q2 2025: £212,613), directors and staff costs of £69,235 (Q2 2025: £100,366), legal fees of £nil (Q2 2025: £18,563), and a foreign currency loss of £11,636 (Q2 2025: loss of £44,426).

·   The consolidated loss before tax decreased in the six-month Period to 30 June 2026 at £834,022 (H1 2025: £1,030,205). This decrease is primarily due to professional fees of £226,300 (H1 2025: £377,708) and directors and staff costs of £133,663 (H1 2025: £192,676).

·    The consolidated basic and diluted loss per share from continuing and discontinued operations for the quarter ended 30 June 2026 was 0.52 pence (Q2 2025: 1.25 pence).

·    During the Period, the Company announced a proposed Financing to raise a total of £4.3 million, including a binding Strategic Investment of £3.7 million. The Financing is expected to complete during September 2026.  As part of the terms of the Strategic Investment, the Company received US$300,000 (£222,637) through the sale of royalties on its Swedish and Finnish exploration assets during the Period.

·    £208,290 in cash was held at 30 June 2026 (30 June 2025: £773,201).

·    The Company, with the support of its advisers, managed the Company’s cash and creditor position during the Period to ensure the Company retained sufficient cash to continue trading until the Financing is completed.

·    Exploration assets decreased to £15,185,001 at 30 June 2026 compared to £17,776,183 at 30 June 2025. This is due to Vardar exploration asset of £3,590,701 being classified as held for sale as at 31 December 2025. During the Period to 30 June 2026, there were additions of £200,204 (H2 FY25: £588,782), foreign currency losses of £447,485 (H2 FY25: foreign currency gain £601,666) and impairment of £nil (H2 FY25: 12,397).

·   The cumulative translation losses held in equity increased by £491,134 in the Period ended 30 June 2026 to £1,405,705 (31 December 2025: loss of £914,571). Much of the Company’s exploration costs are in Swedish Krona which has weakened against the GB Pound Sterling since 31 December 2025.

·   At 30 June 2026, the Company had 64,703,707 Ordinary Shares in issue of which 47,797,688 were Swedish Depository Receipts representing 74% of the issued share capital of the Company. The remaining issued share capital of the Company is held in the UK as AIM securities.

 

Post Period

 

·    On 7 July 2026, the Company:

–     announced that it had received binding subscriptions, subject to regulatory and other approvals, for gross proceeds of £4.3 million, including the Strategic Investment by Bacchus Capital & Affiliates for £3.7 million;

–     announced that the Panel had granted a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code; and

–     released a Shareholder Circular in which resolutions including approval of the Rule 9 Waiver and the capital reorganisation were proposed.

·    A 1,072-metre seven hole infill drilling campaign was initiated and completed at the Kallak project with the objective of converting near surface Inferred resource into higher confidence Measured and Indicated categories for inclusion in a future Mineral Resource Estimate and ultimately the Pre-Feasibility Study.

·    The Company held its Annual General Meeting and the General Meeting to seek shareholder approval for the Financing on 23 July 2026 with all resolutions being passed.

·    Further to the passing of the Capital Reorganisation resolution at the General Meeting, each of the Company’s 64,703,707 Existing Ordinary Shares were sub-divided into one New Ordinary Share of 0.1 pence each and one Deferred B Share of 4.9 pence each. The New Ordinary Shares have the same rights as to voting, dividends and return on capital as the Existing Ordinary Shares. Admission of the 64,703,707 New Ordinary Shares to trading on AIM took place on 24 July 2026.

·    Completion of the Financing remains subject to FDI approval in Sweden. As detailed in the announcement of 12 August 2026, such approval is expected by on or around 11 September 2026 and the Financing is expected to close within two to three days of receipt of the FDI approval.

 

Ed Bowie, Chief Executive Officer of Beowulf, commented:

 

“Securing the Strategic Investment from Bacchus Capital & Affiliates is transformational for Beowulf. The Company will be fully funded to advance its assets through to the end of 2027, delivering key workstreams to demonstrate and unlock the value of the portfolio. The final Swedish FDI approval is anticipated within the coming month and will enable us to close the Financing and make additional progress at our flagship assets.

 

“The completion of the infill drilling campaign at Kallak provides us with positive momentum going into the second half of the year. I look forward to beginning this next chapter in Beowulf’s growth, supported by the augmented Board and management team.”

 

 

Enquiries:

 

Beowulf Mining plc

 

Ed Bowie, Chief Executive Officer

ed.bowie@beowulfmining.com

 

 

SP Angel

 

(Nominated Adviser & Joint Broker)

 

Ewan Leggat / Stuart Gledhill / Adam Cowl

Tel: +44 (0) 20 3470 0470

 

 

BlytheRay

 

Megan Ray / Rachael Brooks

Tel: +44 (0) 20 7138 3204
Email:
Beowulf@BlytheRay.com

 

Cautionary Statement

Statements and assumptions made in this document with respect to the Company’s current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Beowulf. Forward-looking statements include, but are not limited to, those using words such as “may”, “might”, “seeks”, “expects”, “anticipates”, “estimates”, “believes”, “projects”, “plans”, strategy”, “forecast” and similar expressions. These statements reflect management’s expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to , (i) changes in the economic, regulatory and political environments in the countries where Beowulf operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) Beowulf’s continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards iron ore. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. Beowulf assumes no unconditional obligation to immediately update any such statements and/or forecast.

 

About Beowulf Mining plc

Beowulf Mining plc is an exploration and development company, listed on the AIM market of the London Stock Exchange and the Spotlight Exchange in Sweden.

Beowulf’s purpose is to generate value for all stakeholders through the sustainable exploration, development and production of raw materials that are critical to support the transition to a greener economy.

The Company has two core assets, an iron ore development project in Sweden and the development of a downstream processing facility for graphite anode materials in Finland.

The Kallak iron ore project in northern Sweden has the potential to produce a ‘market leading’ magnetite concentrate of over 70% iron content.  Jokkmokk Iron, the Company’s wholly-owned subsidiary, has defined a Mineral Resource, classified according to the PERC Standards 2017, of a total of 132 million tonnes (“Mt”) grading 28.3% iron (“Fe”) in the Measured and Indicated categories, with an Inferred Mineral Resource of 39 Mt grading 27.1% Fe. The Company secured the Exploitation Concession for Kallak in 2024 and is working towards the submission of the Environmental Permit application. A Scoping Study was completed in 2023 and the Company is focused on the completion of a Pre-Feasibility Study (“PFS”) to demonstrate the technical and economic viability of the project.

In Finland, Grafintec, a wholly-owned subsidiary, is developing the Graphite Anode Material Plant to supply anode material to the lithium-ion battery industry. The Company completed a PFS in 2025 demonstrating extremely robust economics and has secured a site for the future construction of the downstream processing plant in Kotka in southern Finland. While the intention is to initially import graphite concentrate from a third-party mine, Grafintec has a portfolio of graphite projects in Finland including one of Europe’s largest flake graphite resources in the Aitolampi project in eastern Finland. Grafintec is working towards creating a sustainable value chain in Finland from high quality natural flake graphite resources to anode material production, leveraging renewable power, targeting Net Zero CO2 emissions across the supply chain.

The Company also holds a number of exploration assets including in Kosovo through its wholly owned subsidiary Vardar.

Beowulf wants to be recognised for living its values of Respect, Responsibility and Integrity. The Company’s ESG Policy is available on the website following the link below: https://beowulfmining.com/about-us/esg-policy/.




 

BEOWULF MINING PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

 

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

                                                             

Notes

(Unaudited)

 

 

3 months ended

30 June

 2026

 

£


(Unaudited and restated)

3 months ended

30 June

 2025

 

£


(Unaudited)

 

 

6 months ended

30 June

 2026

 

£


(Unaudited and restated)

6 months ended

30 June

 2025

 

£


(Audited)   

 

 

12 months ended

31 December 2025

 

£

Continuing operations











 











Administrative expenses


(267,542)


(575,076)


(643,125)


(989,382)


(1,563,475)

Impairment of exploration assets






(12,397)

 











Operating loss


(267,542)


(575,076)


(643,125)


(989,382)


(1,575,872)























Finance costs

3

(21,879)


(48,896)


(58,909)


(53,418)


(60,766)

Finance income


18


698


32


977


2,224

Grant income


– 


                   –  


                  –  


– 


177

Fair value loss on listed investment



(375)



(1,500)


(1,500)

Loss on disposal of right of use


– 




(3,675)


(3,715)

Loss on conversion of CLN


(7,803)



(132,020)



Other income

4


16,793



16,793


16,793

Loss before and after taxation from continuing operations

 


(297,206)


(606,856)


(834,022)


(1,030,205)


(1,622,659)

 











Discontinued operations











Loss for the period/year from discontinued operations


(21,435)


(30,669)


(48,392)


(57,596)


(124,919)

Loss for the period/year


(318,641)


(637,525)


(882,414)


(1,087,801)


(1,747,578)












Loss per share attributable to the owners of the parent:

Continuing operations











Basic and diluted (pence)                           

5

(0.49)


(1.19)


(1.39)


(2.29)


(3.10)

Discontinued operations

Basic and diluted (pence)    

5

(0.04)


(0.06)


(0.08)


(0.13)


(0.24)












BEOWULF MINING PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 


(Unaudited)

3 months ended

30

June

 2026

 

£


(Unaudited)

3 months ended

30

June

 2025

 

£


(Unaudited)

6 months ended

30

June

 2026

 

£


(Unaudited)

6 months ended

30

June

 2025

                    £

 

 

 

(Audited)

12 months

ended

31 December 2025

 

£

 










Loss for the period/year

(318,641)


(637,525)


(882,414)


(1,087,801)


(1,747,578)

Other comprehensive loss










Items that may be reclassified subsequently to profit or loss:




















Exchange (losses)/gains arising on translation of foreign operations

(410,158)


101,699


(491,134)


875,915


1,481,363

Total comprehensive loss

(728,799)


(535,826)


(1,373,548)


(211,886)


(266,215)





















 

BEOWULF MINING PLC

CONDENSED COMPANY STATEMENT OF COMPREHENSIVE LOSS

 

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

 

 

                                                             

Notes

(Unaudited)

3 months ended

30

June

 2026

 

£


(Unaudited)

3 months ended

30

June

 2025

 

£


(Unaudited)

6 months ended

30

June

 2026

 

£


(Unaudited)

6 months ended

30

June

 2025

 

£


(Audited)   

12 months ended

31 December 2025

 

£

Continuing operations











 











Administrative expenses


(299,369)


(516,800)


(633,212)


(915,446)


(1,628,086)

 











Operating loss


(299,369)


(516,800)


(633,212)


(915,446)


(1,628,086)












Finance costs

3

(21,612)


(48,233)


(58,343)


(52,086)


(58,686)

Finance income


5


684


7


717


2,128

Fair value loss on listed investment



(375)



(1,500)


(1,500)

Loss on conversion of CLN


(7,803)



(132,020)



Loss before and after taxation and total comprehensive loss


(328,779)


(564,724)


(823,568)


(968,315)


(1,686,144)












Loss per share attributable to the owners of the parent:











Basic and diluted (pence)

5

(0.54)


(1.11)


(1.01)


(2.15)


(3.22)












 

 

BEOWULF MINING PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 30 JUNE 2026

 




(Unaudited)

As at

30 June

 2026

£


(Unaudited)

As at

30 June

2025

£


(Audited)

As at

31 December

2025

£

ASSETS

Notes







Non-current assets








Intangible assets

9


15,185,001


17,776,183


15,373,303

Property, plant and equipment



747


45,718


824

Right of use asset



10,215


53,468


21,245

Investments held at fair value through profit or loss



1,750


1,750


1,750

Loans and other financial assets



2,784


7,814


2,784




15,200,497


17,884,933


15,399,906









Current assets








Trade and other receivables



69,628


123,876


88,519

Cash and cash equivalents



208,290


773,201


329,647

Assets classified as held for sale



3,554,376


      –


3,600,177




3,832,294


897,077


4,018,343

TOTAL ASSETS



19,032,791


18,782,010


19,418,249









EQUITY








Shareholders’ equity








Share capital

6


13,649,872


13,397,580


13,397,580

Share premium



30,820,532


30,627,454


30,627,454

Capital contribution reserve



46,451


46,451


46,451

Share-based payment reserve



1,535,040


1,261,540


1,413,206

Warrant reserve



68,640



68,640

Merger reserve



425,497


425,497


425,497

Translation reserve



(1,405,705)


(1,520,019)


(914,571)

Accumulated losses



(27,441,752)


(25,851,855)


(26,511,632)

TOTAL EQUITY



17,698,575


18,386,648


18,552,625

 

LIABILITIES








Current liabilities








Trade and other payables



996,684


354,989


318,189

Lease liability



8,021


23,772


8,049

Borrowings

11


171,031



333,958

Derivative financial liabilities



44,623



88,996

Liabilities directly associated with assets held for sale



108,952



107,149

 



1,329,311


378,761


856,341

Non-current liabilities








Lease liability



4,907


16,601


9,283




4,907


16,601


9,283

TOTAL LIABILITIES



1,334,218


395,362


865,624









TOTAL EQUITY AND LIABILITIES



19,032,793


18,782,010


19,418,249

BEOWULF MINING PLC

CONDENSED COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2026

 

                                                                                                                             

Notes


(Unaudited)

As at

30 June

 2026

£


(Unaudited)

As at

30 June

2025

£


(Audited)

As at

31 December 2025

£

ASSETS








Non-current assets








Property, plant and equipment



474


633


542

Investment in subsidiaries



857,063


4,137,333


817,025

Investments held at fair value through profit or loss



1,750


1,750


                1,750

Loans and other financial assets



16,355,298


15,889,377


16,187,149




17,214,585


20,029,093


17,006,466









Current assets








Trade and other receivables



25,354


61,162


28,451

Cash and cash equivalents



179,504


693,517


235,652

Assets classified as held for sale



3,445,424



3,493,028




3,650,282


754,679


3,757,131

TOTAL ASSETS



 

20,864,867


20,783,772


20,763,597

















EQUITY








Shareholders’ equity








Share capital

6


13,649,872


13,397,580


13,397,580

Share premium



30,820,533


30,627,454


30,627,454

Capital contribution reserve



46,451


46,451


46,451

Share-based payment reserve



1,535,040


1,261,540


1,413,206

Warrant reserve



68,640



68,640

Merger reserve



425,497


425,497


425,497

Accumulated losses



(26,684,456)


(25,095,353)


(25,813,182)

TOTAL EQUITY



19,861,577


20,663,169


20,165,646

 

LIABILITIES








Current liabilities








Trade and other payables



787,636


120,603


174,997

Borrowings

11


171,031



333,958

Derivative financial liabilities



44,623



88,996









TOTAL LIABILITIES



1,003,290


120,603


597,951









TOTAL EQUITY AND LIABILITIES



20,864,867


20,783,772


20,763,597

 

 

BEOWULF MINING PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

Share capital

Share premium

Capital contribution reserve

Share-based payment reserve

Merger reserve

Warrant reserve

Translation reserve

Accumulated losses

Total equity


£

£

£

£

£

£

£

£

£

 

At 1 January 2025

12,356,927

29,878,404

46,451

1,124,131

425,497

(2,395,934)

(24,764,054)

16,671,422











Loss for the period

(1,087,801)

(1,087,801)

Foreign exchange translation

875,915

875,915

Total comprehensive loss

875,915

(1,087,801)











Transactions with owners










Issue of share capital

1,040,653

1,123,738

2,164,390

Cost of issue

(374,688)

(374,687)

Equity-settled share-based payment transactions

137,409

137,409

At 30 June 2025 (Unaudited)

13,397,580

30,627,454

46,451

1,261,540

425,497

(1,520,019)

(25,851,855)

18,386,648

 










Loss for the period

(659,777)

(659,777)

Foreign exchange translation

605,448

605,448

Total comprehensive loss

605,448

(659,777)











Transactions with owners










Issue of share capital

Cost of issue

Equity-settled share-based payment transactions

151,666

151,666

Issue of warrants arising from convertible loan note issue

68,640

68,640

At 31 December 2025 (Audited)

13,397,580

30,627,454

46,451

1,413,206

425,497

68,640

(914,571)

(26,511,632)

18,552,625











Loss for the period

(882,414)

(882,414)

Foreign exchange translation

(491,134)

(491,134)

Total comprehensive loss

(491,134)

(882,414)

(1,373,548)











Transactions with owners










Issue of shares on conversion of convertible notes

252,292

193,078

(47,706)

397,664

Equity-settled share-based payment transactions

121,834

121,834

At 30 June 2026 (Unaudited)

13,649,872

30,820,532

46,451

1,535,040

425,497

68,640

(1,405,705)

(27,441,752)

17,698,575

 

 

 

 

BEOWULF MINING PLC

CONDENSED COMPANY STATEMENT OF CHANGES IN EQUITY

 

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

Share capital

Share premium

Capital contribution reserve

Share-based payment reserve

Merger reserve

Warrant reserve

Accumulated losses

Total


£

£

£

£

£

£

£

£

 

At 1 January 2025

12,356,927

29,878,404

46,451

1,124,131

425,497

 

(24,127,038)

19,704,372










Loss for the period

(968,315)

(968,315)

Total comprehensive loss

(968,315)

(968,315)










Transactions with owners









Issue of share capital

1,040,653

1,123,738

2,164,390

Cost of issue

(374,688)

(374,688)

Equity-settled share-based payment transactions

137,409

137,409

Transfer from lapse of options

At 30 June 2025 (Unaudited)

13,397,580

30,627,454

46,451

1,261,540

425,497

(25,095,353)

20,663,168

 









Loss for the period

(717,829)

(717,829)

Total comprehensive loss

(717,829)

(717,829)










Transactions with owners









Issue of share capital

Cost of issue

Issue of warrants arising from CLN Issue

151,666

151,666

Equity-settled share-based payment transactions

68,640

68,640

At 31 December 2025 (Audited)

13,397,580

30,627,454

46,451

1,413,206

425,497

68,640

(25,813,182)

20,165,646










Loss for the period

(823,568)

(823,568)

Total comprehensive loss

(823,568)

(823,568)










Transactions with owners









Issue of shares on conversion of convertible notes

252,292

193,078

(47,706)

397,665

Equity-settled share-based payment transactions

121,834

121,834

At 30 June 2026 (Unaudited)

13,649,872

30,820,533

46,451

1,535,040

425,497

68,640

(26,684,456)

19,861,577

BEOWULF MINING PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

(Unaudited)


(Unaudited)


(Audited)

 

6 months to


6 months to


Year ended

 

30 June

2026


30 June

2025


31 December

2025

 

£


£


£

Cash flows from operating activities


 

 

 

 

Loss before income tax

(882,414)


(1,087,801)


(1,747,578)

Depreciation of property, plant and equipment

11,666


12,819


24,681

Amortisation of right-of-use asset

12,823


22,813


44,112

Equity-settled share-based transactions

119,125


137,409


286,364

Impairment of exploration costs



12,397

Gain on disposal of right of use assets


3,752


3,826

Impairment of disposal groups held for sale

22,236



32,423

Finance income

(32)


(977)


(2,224)

Finance cost

59,103


53,945


61,625

Fair value loss on listed investment


1,500


1,500

Loss on conversion of CLN

132,020



Impairment of fixed financial assets



2,523

Unrealised foreign exchange gains/(losses)

44,416


681


(10,202)


(481,057)


(855,859)


(1,290,553)

Decrease trade and other receivables

14,258


72,493


95,144

Increase/(decrease) in trade and other payables

538,183


(170,467)


(110,175)

Net cash generated from/(used in) operating activities

71,384


(953,833)


(1,305,584)







Cash flows from investing activities






Purchase of intangible fixed assets

(293,344)


(889,719)


(1,484,938)

Initial payments for right of use assets


(3,727)


(3,792)

Interest received

32


921


2,224

Grant receipt

2,834


10,138


12,750

Net cash used in investing activities

(290,478)


(882,387)


(1,473,756)







Cash flows from financing activities






Proceeds from issue of shares


1,999,142


1,999,142

Payment of share issue costs


(209,437)


(209,437)

Proceeds from royalty agreement

149,231



Proceeds from borrowings



742,795

Repayment of loan principal



(711,725)

Lease principal paid

(8,454)


(12,963)


(28,799)

Lease interest paid

(667)


(1,688)


(2,774)

Proceeds from issue of convertible loan notes, net of issue costs



484,994

Other interest paid

(93)


(52,256)


(52,251)

Net cash from financing activities

140,017


1,722,798


2,221,945







Decrease in cash and cash equivalents

(79,077)


(113,422)


(557,395)

Cash and cash equivalents at beginning of period/year

329,647


881,349


881,349

Effect of foreign exchange rate changes

(42,280)


5,274


5,693

Cash and cash equivalents at end of period/year

208,290


773,201


329,647




 

BEOWULF MINING PLC

CONDENSED COMPANY STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS TO 30 JUNE 2026

 

 

(Unaudited)

 

(Unaudited)


(Audited)

 

6 months to

 

6 months to


Year ended

 

30 June

2026

 

30 June

2025


31 December 2025

 

£

 

£


£

 


 




Cash flows from operating activities


 




Loss before income tax

(823,568)

 

(968,315)


(1,686,144)

Expected credit losses

34,440

 

173,983


326,919

Equity-settled share-based transactions

79,086

 

93,767


191,924

Depreciation of property, plant and equipment

68

 

90


181

Impairment of assets held for sale

76,914

 


245,231

Impairment of investment in subsidiaries

2,711

 


Finance income

(7)


(717)


(2,128)

Finance cost

58,343

 

52,086


58,686

Loss on conversion of CLN

132,020

 


Fair value loss on listed investment

 

1,500


1,500

Unrealised foreign exchange losses

44,416

 

681


(22,432)


(395,577)

 

(646,925)


(886,263)

 


 




Decrease/(increase) in trade and other receivables

3,097

 

(41,013)


(8,303)

Increase/(decrease) in trade and other payables

463,407

 

(2,926)


51,469

Net cash generated from/(used in) operating activities

70,927

 

(690,864)


(843,097)

 


 




 


 




Cash flows from investing activities


 




Loans to subsidiaries

(279,503)

 

(1,054,335)


(1,882,762)

Interest received

7

 

717


2,128

Net cash used in investing activities

(279,496)

 

(1,053,618)


(1,880,634)

 


 




 


 




Cash flows from financing activities


 




Proceeds from issue of shares

 

1,999,142


1,999,142

Payment of share issue costs

 

(209,437)


(209,437)

Proceeds from royalty agreement

149,231

 


Proceeds from borrowings

 


742,795

Repayment of loan principal

 


(711,725)

Interest paid

 

(52,086)


(52,086)

Proceeds from issue of convertible loan notes, net of issue costs

 


484,994

Net cash from financing activities

149,231

 

1,737,619


2,253,683

 


 




 


 




Decrease in cash and cash equivalents

(59,338)

 

(6,863)


(470,048)

Cash and cash equivalents at beginning of period/year

235,652

 

714,339


714,339

Effect of foreign exchange rate changes

3,190

 

(13,959)


(8,639)

Cash and cash equivalents at end of period/year

179,504

 

693,517


235,652

 




 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FOR THE SIX MONTHS TO 30 JUNE 2026

 

1.    Nature of Operations

 

Beowulf Mining plc (the “Company”) is domiciled in England and Wales. The Company’s registered office is 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT. This consolidated financial information comprises that of the Company and its subsidiaries (collectively the ‘Group’ and individually ‘Group companies’). The Group is engaged in the acquisition, exploration and evaluation of natural resources assets and has not yet generated revenues.

 

2.    Basis of preparation

 

The condensed consolidated financial information has been prepared on the basis of the recognition and measurement requirements of UK-adopted International Accounting Standards (UK-IAS). The accounting policies, methods of computation and presentation used in the preparation of the interim financial information are the same as those used in the Group’s audited financial statements for the year ended 31 December 2025.

 

The financial information in this statement does not constitute full statutory accounts within the meaning of Section 434 of the UK Companies Act 2006. The financial information for the Period ended 30 June 2026 is unaudited and has not been reviewed by the auditors. 

 

The financial information for the twelve months ended 31 December 2025 is an extract from the audited financial statements of the Group and Company. The comparative group income statement has been restated for the purposes of the discontinued operations under IFRS 5.

 

The financial statements are presented in GB Pounds Sterling. They are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets and liabilities has been applied.

 

Going concern

 

The Company announced in June 2026 that it had entered into a binding agreement to raise a total of £3.7 million by way of a Strategic Investment from a consortium led by Bacchus Capital as part of total Financing of £4.3 million. The funding is subject to a number of conditions and approvals, a number of which have already been received including: the Takeover Panel granting a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code that would otherwise arise under Rule 9 of the Takeover Code for the Bacchus Capital and its Affiliates to make a mandatory offer for the entire issued and to be issued share capital of the Company as a result of the issue of the shares pursuant to the proposed strategic investment, subject to the approval of independent shareholders (“Rule 9 Waiver”); independent shareholder approval of the Rule 9 Waiver; and the passing of resolutions necessary to enable the issue of the new shares, to effect a capital reorganisation and the settlement with the Convertible Loan Noteholder, conduct a share split to reduce the nominal value of the Ordinary Shares (“Capital Reorganisation”). Foreign Direct Investment (“FDI”) approvals in Sweden remain outstanding but are anticipated to be received by 11 September 2026 with the completion of the Strategic Investment and Financing to close within two to three days of the receipt of the FDI approval.

 

In addition to this long-term funding, the Company secured interim financing for the period in which approvals are sought. Bacchus Capital and a third-party investor have acquired in total: a 2.25% royalty over the Company’s Finnish assets for US$200,000 (approx. £149,231) pursuant to two royalty agreements dated 5 June 2026. The Company has an option to repurchase 50% of the Finnish royalties for a total of US$3.0 million (approx. £2.2 million).

 

In addition, Bacchus Capital has acquired a 2.25% royalty over the Company’s Swedish assets for US$100,000 (approx. £74,615), pursuant to a royalty agreement dated 5 June 2026. The Company has the option to repurchase and cancel the Swedish royalty for i) a payment of US$115,000 (approx. £85,767) cash for a period of 30 days after the completion of the proposed Strategic Investment or, ii) after the 30-day period for a payment US$3.0 million (approx. £2.2 million).

 

The Strategic Investment remains subject to FDI approvals which indicate the existence of a material uncertainty, which may cast some doubt over the Group’s and the Company’s ability to continue as going concerns and therefore, the Group and the Company may be unable to realise their assets and discharge their liabilities in the normal course of business. The Directors have a reasonable expectation that completion of the funding is procedural and therefore believe that the going concern basis of preparation is deemed appropriate and as such the financial statements have been prepared on a going concern basis.  The financial statements do not include any adjustments that would result if the Group and the Company were unable to continue as going concern.

 

3.    Finance costs

 

 

(Unaudited)


(Unaudited and restated)


(Unaudited)


(Unaudited and restated)


(Audited)

 

3 months


3 months


6 months


6 months


12 months

 

ended


ended


ended


ended


ended

 

30 June

2026


30 June

2025


30 June

2026


30 June

2025


31 December 2025

 

£


£


£


£


£

Group










Lease liability interest

219


663


473


1,161


1,915

Bridging loan amortised interest


48,233



52,086


52,251

Convertible loan interest

21,612



58,343



6,600

Other interest paid

48



93


171



21,879


48,896


58,909


53,418


60,766

 

 

(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)


(Audited)

 

3 months


3 months


6 months


6 months


12 months

 

ended


ended


ended


ended


ended

 

30 June

2026


30 June

2025


30 June

2026


30 June

2025


31 December 2025

 

£


£


£


£


£

Company










Bridging loan amortised interest


48,233



52,086


52,086

Convertible loan interest

21,612



58,343



6,600


21,612


48,233


58,343


52,086


58,686

 

 

4.    Other income

 

 

(Unaudited)


(Unaudited and restated)


(Unaudited)


(Unaudited and restated)


(Audited)

 

3 months


3 months


6 months


6 months


12 months

 

ended


ended


ended


ended


ended

 

30 June

2026


30 June

2025


30 June

2026


30 June

2025


31 December 2025

 

£


£


£


£


£

Other income


16,793



16,793


16,793



16,793



16,793


16,793

 

 

5.    Loss per share

 

 

(Unaudited)

(Unaudited and restated)

(Unaudited)

(Unaudited

and

restated)

(Audited)

 

3 months

3 months

6 months

6 months

12 months

 

ended

ended

ended

ended

ended

Group

30

June

2026

30

June

2025

30

June

2026

30

June

2025

31

 December 2025

Loss for the period/year attributable to shareholders of the Company (£’s):






From continuing operations

(297,206)

(606,856)

(834,022)

(1,030,205)

(1,622,659)

From discontinued operations

(21,435)

(30,669)

(48,392)

(57,596)

(124,919)

Weighted average number of ordinary shares

60,357,866

51,101,379

60,007,866

44,973,085

44,973,085

Loss per share (p):












From continuing operations (p)

(0.49)

(1.19)

(1.39)

(2.29)

(3.10)

From discontinued operations (p)

(0.04)

(0.06)

(0.08)

(0.13)

(0.24)

Company






Loss for the period/year attributable to shareholders of the Company (£’s)

(328,779)

(564,724)

(823,568)

(968,315)

(1,686,144)

Weighted average number of ordinary shares

60,357,866

51,101,379

81,238,119

44,973,084

44,973,084

Loss per share (p)

(0.54)

(1.11)

(1.01)

(2.15)

(3.22)

 

6.    Share capital

 


(Unaudited)


(Unaudited)


(Audited)


£

 

£

 

£

Allotted, issued and fully paid






Ordinary shares of 5p each

3,235,185


2,982,893


2,982,893

Deferred A shares of 0.9p each       

10,414,687


10,414,687


10,414,687

Total

13,649,872


13,397,580


13,397,580

 

 

The number of shares in issue was as follows:

 

 

Number


of ordinary shares

Balance at 1 Jan 2025

38,844,790

Issued during the period

Balance at 30 June 2025

38,844,790

Issued during the period

20,813,076

Balance at 31 December 2025

59,657,866

Issued during the period

5,045,841

Balance at 30 June 2026

64,703,707

 


Number


of deferred A shares

Balance at 1 January 2025

Issued during the period

1,157,187,463

Balance at 30 June 2025

1,157,187,463

Issued during the period

Balance at 31 December 2025

1,157,187,463

Issued during the period

Balance at 30 June 2026

1,157,187,463

 

7.    Convertible loan notes

 

On 19 December 2025, the Company issued £500,000 unsecured convertible loan notes (“CLN”), at the same time, the Company granted 4,329,004 warrants to the investor with a 3-year term and an exercise price of £0.1155 per warrant. The CLN accrues interest at a rate of 10% per annum and has a term of one year.

 

From an accounting perspective, the CLN consists of three components:

 

–     Component 1 is the host debt obligation to not repay the CLN in cash and is recognised as a non-derivative financial liability and therefore measured at amortised cost using the effective interest method.

–     Component 2 is recognised as the option to convert the CLN into Conversion Shares. This is a derivative, as the number of conversion shares varies based on the share price. The fixed-for-fixed criteria is not met and therefore the conversion option does not meet the definition of equity. The conversion option is therefore a derivative liability accounted for at fair value through profit or loss.

–     Component 3 is the option to convert the warrants into a fixed number of ordinary shares at a fixed price. This component is therefore classified as equity.

 


Convertible loan

debt


Convertible loan

derivative


Convertible loan

equity


Total


£


£


£


£

At 1 January 2025




Principal

337,487


91,750


70,763


500,000

Cost of issue

(10,129)


(2,754)


(2,123)


(15,006)

Interest

6,600




6,600

At 31 December 2025

333,958


88,996


68,640


491,594

Interest

58,343




58,343

Fair value movement


(44,373)



(44,373)

Conversion

(221,270)




(221,270)

At 30 June 2026

           171,031


                44,623


68,640


            284,294

 

The equity component of the CLN has been recognised in the warrant reserve in the statement of financial position.

Interest on the CLN is recognised using the effective interest method in accordance with IFRS 9.

 

The value of the CLN Conversion Option is a function of the Company’s future share price. The value of the of the CLN Conversion Option depends on whether the lowest trading price in the 20 days before Conversion is higher or lower than the nominal value of the shares of the Company, being £0.05. Thus, a computational model is required which creates numerous iterations of possible daily share price evolution paths over the term of the CLN. The fair value of the Conversion Option can then be calculated for each iteration with the average of these values being the final fair value. This is known as the Monte Carlo method.

 

During the Period, £300,000 of the principal amount of the CLN was converted into 5,045,841 ordinary shares of the Company. A loss on conversion of £132,020 was recognised in the statement of profit or loss.

 

8.    Share based payments

 

During the Period, nil options were granted (year ended 31 December 2025: 2,272,000). The options outstanding as at 30 June 2026 have an exercise price in the range of 5.0 pence to 262.5 pence (31 December 2025: 5.0 pence to 262.5 pence) and a weighted average remaining contractual life of 7 years, 351 days (31 December 2025: 8 years, 67 days).

 

The share-based payment expense for the options for the quarter ended 30 June 2026 was £47,511 (Q2 2025: £44,601; year ended 31 December 2025: £286,364).

 

The fair value of share options granted and outstanding were measured using the Black-Scholes model, with the following inputs:

 


2025

2024

2024

2024

2023

2022

2022

Fair value at grant date

9p

24p

25.5p

15p

26p

179.5p

156p

Share price

10p

35p

36.5p

35p

84p

200p

200p

Exercise price

12p

37.5p

37.5p

37.5p

103p

5p

262.5p

Expected volatility

129.6%

77.5%

79.9%

77.5%

55.2%

100.0%

100.0%

Expected option life

6 years

6 years

6 years

2 years

2.5 years

5 years

6 years

Contractual option life

10 years

10 years

10 years

10 years

5 years

10 years

10 years

Risk free interest rate

4.130%

4.080%

4.100%

4.480%

4.800%

4.520%

4.480%

 

Reconciliation of options in issue

Number


Weighted average exercise price(£’s)









Outstanding at 1 January 2025

3,170,000


0.65

Granted during the period

2,272,000


0.12

Outstanding at 31 December 2025

5,442,000


0.43

Exercisable at 31 December 2025

1,543,333


0.93

 

Reconciliation of options in issue

Number


Weighted average exercise price(£’s)









Outstanding at 1 January 2026

5,442,000


0.43

Outstanding at 30 June 2026

5,442,000


0.43

Exercisable at 30 June 2026

2,356,670


0.75





 

4,329,004 warrants were granted during the prior year. As the grant of the warrants was attached to the issue of the CLN, they have been treated as a component of the CLN and measured in accordance with IAS 32 (see note 7).




 

9.    Intangible Assets: Group

 


Exploration assets


Other

intangible

assets


Total

Net book value

£


£


£

As at 31 December 2025 (Audited)

14,627,273


746,030


15,373,303

As at 30 June 2026 (Unaudited)

14,379,988


805,013


15,185,001

 

 

Exploration costs

 

As at

30 June  

2026


As at

31 December

2025

 

(Unaudited)


(Audited)

 

£


£

Cost




Opening balance 

15,373,303


15,521,317

Additions for the period/year

271,787


1,260,152 

Grant income received

(2,834)


Foreign exchange movements

(457,255)


1,448,902

Impairment


(12,397)

Reclassified as held for sale


(3,590,701)

Closing balance

15,185,001


14,627,273

 

The net book value of exploration costs is comprised of expenditure on the following projects:

 


 

(Unaudited)


(Audited)


 

As at

30 June

 2026 

 


As at

31 December

2025


 

£


£

Project

Country




Kallak

Sweden

12,335,296


12,590,319

Pitkäjärvi

Finland

1,752,309


1,749,466

Rääpysjärvi

Finland

229,025


224,097

Luopioinen

Finland

11,149


10,431

Emas

Finland

52,209


52,960



14,379,988


14,627,273

 

Total Group exploration costs of £14,379,988 are currently carried at cost in the financial statements. No impairment has been recognised during the Period (31 December 2025: £12,397).

 

Accounting estimates and judgements are continually evaluated and are based on a number of factors, including expectations of future events that are believed to be reasonable under the circumstances. Management is required to consider whether there are events or changes in circumstances that indicate that the carrying value of this asset may not be recoverable.

 

The most significant exploration asset within the Group is Kallak. During 2024, the Supreme Administrative Court delivered the verdict to uphold the Government’s awarding of the Exploitation Concession for Kallak.

Kallak is included in the condensed financial statements as at 30 June 2026 as an intangible exploration licence with a carrying value of £12,335,296 (31 December 2025: £12,590,319). Given the Exploitation Concession was awarded and based on Management’s assessment of IFRS 6 impairment indicators, Management has concluded that there is no current risk associated with Kallak and thus have not impaired the project.

During the year ended 31 December 2025, Vardar was classified as held for sale, and therefore exploration costs in relation to Mitrovica, Viti and Shala are £nil at 31 December 2025 and 30 June 2026 (see note 10).

 

Other intangible assets

(Unaudited)

As at

30 June

2026


(Audited)

As at

31 December  

2025

 

 £


£

Cost




At 1 January 

746,030


501,705

Additions for the period/year

68,750


225,618

Grant income received


(12,750)

Foreign exchange movements

(9,767)


31,457

Total

805,013


746,030

 

Other intangible assets capitalised are development costs incurred following the feasibility of GAMP project. This development has attained a stage where it satisfies the requirements of IAS 38 to be recognised as an intangible asset whereby it has the potential to be completed and used, provide future economic benefits, whereby its costs can be measured reliably and there is the intention and ability to complete. The development costs will be held at cost less impairment until the completion of the GAMP project at which stage they will be transferred to the value of the GAMP.

 

10.  Discontinued operations

 

On 26 November 2025, the Company announced it had received a non-binding cash offer of €4,000,000 (approx. £3,445,424) for its 100% interest in Vardar. Completion of the offer is contingent upon the satisfactory outcome of the due diligence process. Based on the information available at the reporting date, the Directors were not aware of any issues that would prevent a satisfactory conclusion.

 

In accordance with IFRS 5, the results of Vardar are presented within discontinued operations in the Consolidated Statement of Profit or Loss (for which the comparative statements and related notes have been restated). The net assets of Vardar have been reclassified as assets and liabilities held for sale. As at 30 June 2026, the net book value of Vardar’s net assets of £3,500,102 (31 December 2025: £3,525,450) is higher than the non-binding cash offer of £3,445,424 (31 December 2025: £3,493,028) and therefore an impairment of £54,678 (31 December 2025: £32,423) has been recognised in the statement of profit or loss.

 

Group

(Unaudited)

As at

30 June

2026


(Audited)

As at

31 December  

2025

 

 £


£

Assets classified as held for sale




Intangible assets

3,581,382


3,590,701

Property, plant and equipment

5,814


33,783

Right-of-use assets

21,858


8,116

Impairment of disposal group to fair value less cost to sell

(54,678)


(32,423)

Total assets of disposal group held for sale

3,554,376


3,600,177

 




Liabilities directly associated with assets classified as held for sale




Trade and other payables

(105,133)


(98,770)

Lease liabilities

(3,819)


(8,379)

Total liabilities of disposal group held for sale

(108,952)


(107,149)

 




Net disposal group held for sale

3,445,424


3,493,028

 

The investment in Vardar of £3,376,529 and the intercompany loan receivable of £391,040 (31 December 2025: £364,441) have been classified as held for sale in the Company’s statement of financial position. The total carrying amount of £3,767,569 (31 December 2025: £3,738,259) is higher than the non-binding cash offer of £3,445,424 (31 December 2025: £3,493,028), and therefore an impairment of £76,914 (31 December 2025: £245,231) has been recognised in the statement of profit or loss.

 

11.  Borrowings

 

Group and Company

(Unaudited)


(Audited)


As at

30 June 2026


As at

31 December 2025


£

 

£

Current

 

 

 

Convertible loan notes – debt

171,031


333,958

Total borrowings

171,031


333,958

 

 

12.  Post balance sheet events

 

On 7 July 2026, the Company announced receipt of binding subscriptions, subject to a number of approvals, for the £4.3 million gross equity fundraising and includes the £3.7 million strategic investment by Bacchus Capital Advisers Limited and its affiliates.

 

On 12 August 2026, the Company announced completion of the Financing remains subject to Foreign Direct Investment (“FDI”) approval in Sweden. Such approval is expected by on or around 11 September, and the Financing is expected to close within two to three days of receipt of the FDI approval.

Following the Period end, each of the Company’s 64,703,707 Existing Ordinary Shares were sub-divided into one New Ordinary Share of 0.1 pence each and one Deferred B Share of 4.9 pence each. The New Ordinary Shares have the same rights as to voting, dividends and return on capital as the Existing Ordinary Shares. Admission of the 64,703,707 New Ordinary Shares to trading on AIM took place on 24 July 2026.

13.  Availability of interim report

 

A copy of these results will be made available for inspection at the Company’s registered office during normal business hours on any weekday. The Company’s registered office is at 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT. A copy can also be downloaded from the Company’s website at www.beowulfmining.com. Beowulf Mining plc is registered in England and Wales with registered number 02330496.

 

** Ends **

 

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END

 
 

IR BRGDIBUDDGLR


Source: https://www.londonstockexchange.com/news-article/BEM/unaudited-results-for-period-ended-30-june-2026/17760472

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