Unaudited condensed consolidated interim Statement of Cash Flow

For the six months ended 30 June 2024

During the six month period ended 30 June 2024 shares to the value of £126,923 were issued in lieu of cash settlement of trade payables to the value of £101,923 and expenses of £25,000.

Total cash received from share issues is £728,750 (£800,000 share capital less share costs of £71,250), resulting in £926,923 share capital increase (June 2023 and December 2023: share issued £209,085 less settlement of trade payables of £59,085 and share issue costs of £9,100 resulting in £140,900 cash received).

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June 2024

Note 1             General information

Katoro Gold plc ('Katoro' or the 'Company') is incorporated in England and Wales as a public limited company ('plc'). The Company's registered office is located at 60 Gracechurch Street, London EC3V 0HR.

The principal activity of Katoro, through its subsidiaries (together the 'Group'), is to carry out evaluation and exploration studies within a licenced portfolio area with a view to generating commercially viable Mineral Resources, namely gold and nickel mines. In Haneti, the Group has one nickel mining project, which has mineral exploration licences currently held by Eagle Exploration Ltd.

The condensed interim consolidated financial statements do not represent statutory accounts within the meaning of section 435 of the Companies Act 2016.

The condensed consolidated financial statements of the Company have been prepared in accordance with the Accounting Standard IAS 34, 'Interim Financial Reporting', as adopted by the UK.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the period ended 31 December 2023, which has been prepared in accordance with UK-adopted IFRSs, and any public announcements made by Katoro Gold plc during the interim reporting period.

The condensed consolidated financial statements of the Group are presented in Pounds Sterling, which is the functional and presentation currency for the Group and its related subsidiaries.

Accounting policies applied are consistent with those of the previous financial period and annual report unless where new standards became effective during the period and a newly adopted accounting policy for Investments in equity instruments - Associates.

The seasonality or cyclicality of operations does not impact on the interim financial statements.

Investments in associates

Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.

Use of estimates and judgements

The preparation of these consolidated statements in conformity with UK adopted International Accounting Standards require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements in the following areas:

•     Impairment assessment of investment in associates;

•     Joint arrangements;

Impairment assessment of investment in associates

In applying IAS 36, impairment assessments are performed whenever events or changes in circumstances indicate that the carrying amount of an asset or CGU may not be recoverable. Estimates are made in determining the recoverable amount of assets which includes the estimation of cash flows and discount rates used as well as determination of the fair value in an open market transaction, where available. In estimating the cash flows, management bases cash flow projections on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the assets. The discount rates used reflect the current market assessment of the time value of money and the risks specific to the assets for which the future cash flow estimates have not been adjusted. Where market values are available for similar assets in a similar condition, managements assess the reasonability of these valuations in order to utilise these valuations as a comparable open market value to determine whether an indication of impairment exists.

Joint arrangements share in profit or loss

Arrangements under which Katoro has contractually agreed to share control with another party or parties are joint ventures where the parties have rights to the net assets of the arrangement, or joint operations where the parties have rights to the assets and obligations for the liabilities relating to the arrangement.

Management applies judgement on the share in profit or loss from associates recognised under equity accounting in terms of IAS 28.

Note 2             Going concern

The Company currently generates no revenue and had a net asset position of £15,278 and available cash reserves of £249,827 as at 30 June 2024 (30 June 2023: net liabilities position of £303,280 and cash reserves of £25,443 and 31 December 2023: net liability position of £638,288 and cash reserves of £414).

The Directors regularly review cash flow requirements to ensure the Group can meet financial obligations as and when they fall due. The Directors have evaluated the Group's liquidity risk and liquidity requirements to confirm whether the Group has adequate cash resources and working capital to continue as a going concern for the foreseeable future. The Directors assessed available information about the future, possible outcomes of planned events and the responses to such events and conditions that would be available to the Board.

In the past the Group has raised funds via equity contributions from new and existing shareholders, enabling the Group to remain a going concern until such time that revenues are earned through the sale or development and mining of a mineral deposit. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in future.

There is a material uncertainty related to the events or conditions described above that may cast significant doubt on the entity's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

In response to the above the Directors continue to review the Group's options to secure additional funding for its general working capital requirements, alongside its ongoing review of potential acquisition targets and corporate development needs. A deferral of Directors' salaries has been agreed upon in the short term.

The evaluation of the going concern considers that Katoro has a strong proven track record of being able to source funding on an ongoing basis, even in difficult market conditions, and the board expects to be able to continue doing so.

Various sources of funding are considered, most notably:

• Capital placing

• Exercise of outstanding warrants

• Credit loan notes

Katoro has had previous support, with specific reference to funding, from its corporate broker, SI Capital Ltd, which also has a proven track record of being able to facilitate ongoing funding.

The Group and Company will require additional finance to progress work on its current assets and bring them to commercial development and cash generation. As a result, the Directors continue to monitor and manage the Company's cash and overheads carefully in the best interests of its shareholders.

Whilst the Directors continue to consider it appropriate to prepare the financial statements on a going concern basis the above constitutes a material uncertainty that shareholders should be aware of.

Note 3             Trade and other payables

Note 4             Earnings per share

  The calculation of loss per share is based on the following loss and number of shares:

The Group presents basic and diluted EPS data on the basis that the current structure has always been in place. Therefore, the number of Katoro shares in issue as at the period end has been used in the calculation. Basic earnings/Loss per share is calculated by dividing the profit/loss for the period from continuing operations of the Group by the weighted average number of shares in issue during the period.

The Company had in issue warrants and options at 30 June 2024. The inclusion of such warrants and options in the weighted average number of shares in issue would be anti-dilutive, and therefore, they have not been included for the purpose of calculating the loss per share.

Note 5             Share Capital

The called-up and fully paid share capital of the Company is as follows:

A reconciliation of share capital is set out below:

The following share transactions took place during the period 1 January 2024 to 30 June 2024:

·      On 12 February 2024 750,000,000 shares in Katoro were issued at par value of £0.001 as part of financing.

·      On 12 February 2024 42,411,920 shares in Katoro were issued at par value of £0.001 in lieu of payment for Directors' fees due.

·      On 12 February 2024 38,305,000 shares in Katoro were allotted and issued at par value of £0.001 in lieu of payment for Kibo Energy PLC recharge costs

·      On 14 February 2024 75,000,000 shares in Katoro were issued at par value of £0.001 as part of financing.

·      On 21 February 2024 21,205,960 shares in Katoro were" issued at par value of £0.001 in lieu of payment for Director's fees due.

Note 6             Warrant and Share-based payment reserve

Warrants

The following reconciliation serves to summarise the composition of the warrant reserve as at period end:

Reconciliation of the quantity of warrants in issue:

No warrants have been exercised in the six-month period ended 30 June 2024.

The following warrant transactions took place during the period 1 January 2024 to 30 June 2024:

·      On 12 February 2024 775,000,000 warrants were issued pursuant a share issue. The warrants have an exercise price of £0.002 each and expire 36 months after the issue thereof.

·      On 14 February 2024 75,000,000 warrants were issued pursuant a share issue. The warrants have an exercise price of £0.002 each and expire 36 months after the issue thereof.

All warrants have been valued using the reduced balance method.

Share Options

The following reconciliation serves to summarise the composition of the share-based payment reserve as at period end:

Reconciliation of the quantity of Share Options in issue:

During the period no new share options were vested and no share options expired.

Note 7             Board of Directors

Non-executive chairman Sean Wade was appointed on 29 February 2024 and interim Chief Executive Officer Patrick Cullen was appointed 4 July 2024. The directors have been appointed appropriately on the Audit and Risk Committee and on the Remuneration Committee to ensure compliance with the Company's corporate governance framework.

Note 8             Events after the reporting period

On 9 September 2024 the Company announced the acquisition through staking of the White Pine Uranium Project in Ontario, Canada. The project covers an area of 8,036 hectares and is situated close to the Trans-Canada Highway. The company initially intends to undertake limited reconnaissance and sampling on the ground as well as a desktop-based assessment of the opportunity, which it expects will amount to approximately £5,000 over the next 6 months; further work thereafter will be determined by the results of this initial assessment.

The directors are not aware of any other material event that occurred after the reporting date and up to the date of this report.

Note 9             Unaudited results

These condensed consolidated interim financial results have not been audited or reviewed by the Group's auditors.

Note 10           Commitments and contingencies

There are no material contingent assets or liabilities as at 30 June 2024.

Note 11           Segment reporting

Segmental disclosure per category

Segmental disclosure per geographical location

Note 12           Related parties

Relationships

Name                                                           Relationship

Kibo Energy plc                                          Significant shareholder

Power Metal Resources plc                     Significant shareholder of a subsidiary

Board of directors

Louis Coetzee                                            Executive chairman (resigned 28 June 2024)

Sean Wade                                                 Non-executive chairman (appointed 29 February 2024)

Patrick Cullen                                             Chief executive officer (appointed 4 July 2024)

Lukas Maree                                               Non-executive director

Louis Scheepers                                        Non-executive director

Myles Champion                                        Non-executive director (resigned 14 June 2023)

Paul Dudley                                                                Non-executive director (resigned 14 June 2023)

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.

Transactions with related parties are effected on a commercial basis and related party debts are repayable on a commercial basis.

The transactions during the period between the Company and its subsidiaries included the settlement of expenditure to/from subsidiaries, working capital funding and settlement of the Company's liabilities through the issue of equity in subsidiaries. The loans to/from Group companies do not have fixed repayment terms and are unsecured.

Outstanding director's fees to the value of £81,000 were settled in shares to the value of £63,618, the remaining balance of £17,382 was waived by the directors and reversed against the directors remuneration in the current period.

The "Other financial liabilities" balance owing to Power Metal Resources PLC ('POW') relates to a shareholder loan account in Katoro's subsidiary, Kibo Nickel Ltd, regarding funding contributions from POW to the Haneti Project, in terms of the Haneti JV agreement.

Note 13           Principal risks

The principal risks and uncertainties identified in the last Annual Report of Katoro Gold plc, issued in May 2024, have not materially changed/altered in the interim period.

Note 14           Investment in associates

The investment in associates have been valued on the fair value of the disposal price of the Kibo Gold Limited subgroup to Lake Victoria Gold and is carried at equity accounted value less accumulated impairment.

Note 15           Financial instruments - Fair value and risk management

The carrying amount of all financial assets and liabilities approximates the fair value. Directors consider the carrying value of financial instruments of a short-term nature, i.e. those that mature in 12 months or less, to approximate the fair value of such assets or liability classes.

The Group carries no unlisted financial instruments measured in the statement of financial position at fair value as at 30 June 2024, nor in any of the comparative periods.