Golden Rock Global — Half-year Report

Losses widened, cash burn accelerated, and shares remain suspended pending a delayed RTO.

What the company is saying

Golden Rock Global PLC reports a sharp increase in operating loss to £656,355 for the half-year ended 30 June 2026, up from £288,713 a year earlier, with loss per share doubling to 2.54 pence. The company attributes the higher losses to increased spending on professional advisors and costs tied to a potential acquisition. Management highlights that all £1,490,000 of convertible loan note funding has now been fully drawn, boosting cash at bank to £728,659 as of 30 June 2026. The narrative acknowledges that shares have been suspended since January 2026, following the announcement of non-binding heads of terms for a Reverse Takeover (RTO) with StarEdge Digital Infrastructure Inc. The company admits the suspension has been prolonged by unexpected delays from SEDI’s reorganisation, as announced in July 2026, but claims advisors are now in place and working toward completion. Additionally, the company discloses a previously unannounced £80,000 loan to director Paul Carroll at 8% interest, constituting a material related party transaction. SPARK Advisory Partners Limited has been appointed as Sponsor and Financial Adviser for the proposed RTO and planned re-admission.

What the data suggests

Operating loss more than doubled year-on-year, rising from £288,713 to £656,355, while adjusted loss excluding non-cash CLN and warrant charges ballooned from £112,066 to £466,160. The loss per share also doubled to 2.54 pence, reflecting the increased burn rate. Cash at bank increased to £728,659, but this was entirely due to the full drawdown of the £1,490,000 convertible loan note facility, not from operating improvements. The company is now fully reliant on external funding for working capital, with no revenue or operational inflows disclosed. The RTO process with StarEdge Digital Infrastructure Inc. remains incomplete and subject to ongoing delays, with no binding agreement or regulatory approval announced. The £80,000 director loan at 8% interest, repayable by 18 October 2026, exceeded 5% of gross assets and triggered a required related party disclosure, which was only made after an oversight was discovered. The appointment of SPARK Advisory Partners signals continued intent to pursue the RTO, but no concrete progress or timeline is provided.

Analysis

The announcement is factual and restrained, with no promotional or exaggerated language. The majority of claims are realised and supported by specific numerical disclosures, including operating loss, loss per share, adjusted loss, cash at bank, and details of funding and related party transactions. The only forward-looking statement is a procedural note about future RTO updates, with no claims of imminent benefit or value creation. The financial direction is negative, with losses increasing and the company reliant on external funding to cover working capital and transaction costs. The capital intensity flag is triggered by the significant professional and acquisition-related expenditures and full drawdown of convertible loan note facilities, with no immediate earnings or operational benefit. There is no evidence of narrative inflation or overstatement; the tone is matter-of-fact and transparent about ongoing challenges.

Risk flags

• ●The company’s financial position is deteriorating, with losses and cash burn accelerating while all available convertible loan funding has been exhausted. This raises the risk of further dilution or insolvency if the RTO does not close or new capital is not secured.
• ●Shares have been suspended for over eight months, eliminating liquidity for investors and creating uncertainty about the timing and outcome of the RTO. The prolonged suspension is due to delays in the counterparty’s reorganisation, which are outside the company’s control.
• ●The £80,000 director loan exceeded 5% of gross assets and was not disclosed at the time it was agreed, only being revealed after an internal review. This lapse in timely disclosure raises governance and transparency concerns.
• ●The RTO with StarEdge Digital Infrastructure Inc. is still at a non-binding stage, with no signed agreement, regulatory approval, or clear timeline for completion. Execution risk remains high, and there is no evidence of operational progress or value creation to date.

Bottom line

Golden Rock Global PLC’s interim results show mounting losses and a total reliance on convertible loan funding, with all facilities now fully drawn and no operational improvement in sight. The company’s shares have been suspended since January 2026, and the RTO with StarEdge Digital Infrastructure Inc. remains incomplete and delayed, with no binding deal or regulatory milestones achieved. The late disclosure of a material director loan adds to governance concerns. Investors face continued illiquidity, high execution risk on the RTO, and the prospect of further dilution or insolvency if the transaction fails or new funding is not secured. The most important takeaway is that the company’s future now hinges entirely on successful completion of the RTO, with no visibility on timing or certainty of outcome.

Announcement summary

(LON:GCG) Golden Rock Global PLC has released its unaudited interim financial statements for the six months ended 30 June 2026. The company reported an operating loss of £656,355 for the period, compared to a loss of £288,713 for the six months ended 30 June 2025. The loss per share was 2.54 pence, up from 1.26 pence in the prior year period. Adjusted for non-cash charges relating to Convertible Loan Notes (CLN) and warrants, the loss for the six months to 30 June 2026 was £466,160, compared to £112,066 for the same period in 2025. The increased loss reflects higher expenditure on professional advisors and other costs related to the company's potential acquisition. During the period, the company secured increased CLN funding of £1,035,000, bringing the total facility to £1,490,000. As of 30 June 2026 and the date of the report, the company had fully drawn the available CLN facilities to fund working capital requirements. Cash at bank as of 30 June 2026 was £728,659, compared to £272,892 at 30 June 2025. On 21 January 2026, the company suspended its listing on the Equity shares (shell companies) category of the Official List and trading on the Main Market of the London Stock Exchange, following the announcement of entering into non-binding heads of terms for a Reverse Takeover (RTO) transaction. The company's shares remain suspended as directors continue to work with the RTO counterparty, StarEdge Digital Infrastructure Inc. (SEDI), to pursue completion of the transaction. The suspension has been prolonged due to unexpected delays resulting from the reorganisation of SEDI, as announced on 23 July 2026. Advisors, including legal and reporting accountants for the proposed RTO, have been appointed and are working with the company and SEDI's board and advisors to progress the transaction. On 28 May 2026, the company advanced £80,000 as a loan to director Paul Carroll, with an interest coupon of 8% per annum and principal plus accrued interest repayable in cash on 18 October 2026. The principal amount of the loan exceeded 5% of the company's latest published gross assets at the time, constituting a material related party transaction under DTR 7.3, which should have been announced when agreed; this oversight was uncovered during the review process for these interim financial statements. The company has appointed SPARK Advisory Partners Limited as its Sponsor and Financial Adviser for the proposed RTO and admission to the Equity shares (commercial companies) category of the Official List of the Main Market. Further updates on the RTO will be announced in due course. The full unaudited interim financial statements are available on the company's website and will be available on the National Storage Mechanism.

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