Golden Rock Global Resumes Trading with Increased Losses in 2025 Interim Results

Golden Rock Global’s 2025 interims: trading restored, losses widened, financing in place

Golden Rock Global has published unaudited results for the six months to 30 June 2025 and, crucially, confirmed its shares resumed trading on 21 August 2025. The company remains a Main Market cash shell – no operating business, hunting for a reverse takeover – and has put in place fresh financing to keep the lights on while it looks for a deal.

The headline is a wider loss, driven mainly by a non-cash fair value charge on a new convertible loan note. Cash improved, but the balance sheet flipped deeper into negative equity.

Key numbers at a glance

Metric	H1 2025
Loss before tax	£288,713
Administrative expenses	£112,066
Fair value charge (through profit or loss)	£174,935
Finance costs	£1,712
Loss per share	1.26 pence
Cash at period end	£85,500 (balance sheet)
Total equity	-£469,010
Current liabilities	£560,015
CLN drawn by 30 June	£180,000
CLN facility size	Up to £500,000 (increased post period)
Warrants outstanding (30 June)	28,150,000
New shares issued 15 July	4,550,000 for £1,000

Note: the cash flow statement shows cash at period end of £85,505.

Trading resumption: why it matters now

After an unexpectedly long suspension – the board cites two potential deals that did not complete – Golden Rock’s shares are back on the market. For a cash shell, trading access is vital. It allows the company to raise money, incentivise targets, and actually complete a reverse takeover when the right opportunity turns up.

The directors say they are “actively seeking a suitable acquisition target”. That is the strategy – no change there – but lifting the suspension is a necessary first step to deliver it.

Where the loss came from: the convertible loan note accounting hit

The company recorded a loss before tax of £288,713. The big swing factor was a £174,935 fair value charge tied to the new convertible loan note (CLN). In plain English: the CLN has an embedded option to convert into shares. Under IFRS 9, that embedded derivative is valued at fair value through profit or loss, and the initial mark-to-model created a sizeable non-cash expense in H1.

Excluding that, administrative expenses were £112,066 and finance costs £1,712. So the operational cash burn was modest by comparison with the accounting fair value hit.

Balance sheet check: negative equity and cash runway

Total equity stood at -£469,010 at 30 June 2025, down from -£209,574 at year end. Negative equity is not unusual for a cash shell that has booked a non-cash fair value liability and has little in the way of assets.

Cash was about £85.5k at period end, helped by £180k drawn from the CLN. Net cash used in operating activities was £97,362 for the half, implying an average monthly cash outflow of roughly £16k in H1. If costs stay similar, the current cash alone would only last several months – but the expanded CLN facility provides additional headroom, subject to its terms and restrictions.

Financing in focus: CLN mechanics, warrants and related-party angles

CLN facility increased to £500k

Golden Rock created a CLN facility on 30 May 2025 for £300,000 and increased it to £500,000 on 4 June 2025. It carries 8% interest and matures three years from issue. £180,000 was drawn by 30 June and also drawn as at the date of the report.

Conversion can occur before maturity using either a volume-weighted average price formula or by reference to an overall capitalisation of £500,000. The CLN has been accounted for as a hybrid instrument – host debt plus a derivative conversion feature valued using Black-Scholes.

Accounting outcome: liability exceeds cash proceeds

The fair value exercise resulted in an initial derivative liability of £226k and a host liability of £130k, a combined £356k against £180k cash received. That mismatch helps explain both the negative equity and the £174,935 fair value charge flowing through the income statement.

Old CLN cancelled

A previous £100,000 CLN with former director Wei Chen was extinguished on 12 June 2025. The fair value of £106,457 was credited to prepaid equity. That simplifies the debt stack, albeit with some accounting noise.

Warrants: sizeable potential dilution, but with gates

Warrants outstanding rose to 28,150,000 at 30 June, including 22,750,000 issued on 4 June 2025 at an exercise price of £0.00021978 per share to the subscriber of the July equity. After the period, the company announced a further 3,340,000 director warrants for five years. The RNS notes an exercise price of £0.003 in one section and £0.03 in another – that inconsistency is disclosed but not clarified here.

Important: neither the warrants nor the CLN are exercisable/convertible unless the company has the requisite share authorities, and not if doing so would trigger a mandatory offer under Rule 9 of the Takeover Code or require a prospectus for re-admission. These are meaningful brakes on immediate dilution.

Related-party considerations

NE10 Vodka Limited provided the CLN facility and received the two initial drawdowns (£80,000 and £100,000). Paul Carroll, appointed non-executive director and now Chairman, is also a director and 4.6% shareholder of NE10. In addition, 4,550,000 new shares were issued on 15 July 2025 for £1,000 to Leon Hogan, who holds 40.9% of NE10, alongside 22,750,000 associated warrants. The relationships are disclosed in the notes; investors should watch governance and pricing carefully as further financings occur.

Share count and EPS: what changed

The weighted average share count was unchanged in H1 at 22,975,000, producing a basic and diluted loss per share of 1.26p. After the period, 4,550,000 new shares were issued for £1,000, which will feed into the next reporting period’s share count. Conversion of the CLN and exercise of warrants, if and when permitted, could increase the fully diluted share base substantially.

Management and governance updates

Board changes in the half: Ross Andrews stepped down as Chairman; founder Wei Chen left the board; and Paul Carroll joined as non-executive director and subsequently became Chairman. The company confirms Mr Carroll’s £30,000 annual fee and the intention to grant warrants, subject to share authorities.

What I think matters for investors

• Trading is back – that is the enabler for a transaction. Without it, the shell cannot execute its strategy.
• The loss looks heavy but is largely non-cash due to the CLN’s fair value treatment. Cash burn was comparatively modest in H1.
• Negative equity and a CLN liability larger than cash received are not pretty, but they reflect accounting for optionality rather than a cash drain.
• Dilution risk is real, given the scale of warrants and the CLN, though currently gated by share authority and Rule 9 constraints.
• Related-party financing can be pragmatic in a cash shell, but it puts the spotlight on independent governance and fair pricing.

What to watch next

• Acquisition target updates – any heads of terms or LOI would be the main catalyst.
• AGM around 10 October 2025 – look for resolutions on share authorities, which directly affect CLN conversion and warrant exercise.
• Further CLN drawdowns and any equity raises – pricing and terms will signal confidence and negotiate dilution.
• Cash flow discipline – with £85k on hand at period end and access to the facility, keeping admin spend tight preserves optionality.

Bottom line

This read is a classic cash-shell interim: modest operating costs, heavy accounting noise from financing instruments, and a renewed push to land a deal now that trading has resumed. If you believe the board can source a credible reverse takeover, today’s structure gives them runway. If you do not, the negative equity, related-party financing and potential dilution will dominate your risk assessment. For now, it is all about the hunt for a transaction and the terms that come with it.