Merafe Resources Limited –
Unaudited Condensed Consolidated Financial Statements and cash dividend declaration

for the six months ended 30 June 2026

20 26

Delivering today. Investing in tomorrow.

Notes to the unaudited condensed consolidated financial statements

1. Basis of preparation

These unaudited condensed consolidated interim results for the six months ended 30 June 2026 have been prepared under the supervision of Ditabe Chocho CA(SA) (Financial Director), in accordance with and containing the information required by IAS 34: Interim Financial Reporting, the Financial Pronouncements as issued by the Financial Reporting Standards Council and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the requirements of the Companies Act of South Africa No. 71 of 2008, as amended and the JSE Limited Listings Requirements.

The unaudited condensed consolidated financial statements are presented in South African Rand, and all values are rounded to the nearest thousand (R’000), except where otherwise indicated.

1.1 Going concern
 

In determining the appropriate basis for the preparation of the interim results, the directors are required to consider whether the Group can continue to be operational in the foreseeable future. The financial performance of the Group is dependent upon the wider economic environment in which the Group operates.

These interim results are prepared on a going-concern basis. The Board has undertaken a rigorous assessment of whether the Group is a going concern in the light of current economic conditions, taking into consideration available information about future risks and uncertainties. The projections for the Group have been prepared, covering its future performance, capital and liquidity, including performing sensitivity analysis. The Group has the benefit of a healthy balance sheet and available unutilised debt facilities. The Group’s forecasts and projections of its current and expected profitability, taking account of reasonably possible changes in production and performance, show that the Group will be able to operate within the level of its cash resources for at least the next 12 months.

The Board is satisfied that the Group is sufficiently liquid and solvent to be able to support the operations for the next 12 months.

1.2 Accounting policies
 

The accounting policies applied in the preparation of these interim results are in terms of the International Financial Reporting (IFRS) Accounting Standards and are consistent with those applied in the previous consolidated annual financial statements. The Group did not early adopt any new, revised or amended accounting standards or interpretations.

1.3 Critical accounting judgements and key sources of estimation uncertainty
 

The preparation of the unaudited condensed consolidated financial statements requires 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 the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates are reviewed on an ongoing basis. Underlying assumptions are also reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the unaudited condensed consolidated financial statements are as follows:

  • Measurement of depreciation and impairment, useful lives and residual values of property, plant and equipment and intangible assets.
  • Inputs used in the determination of the fair value of the share-based payment transactions, lease classification and depreciation of right-of-use assets.
  • Assumptions used in the calculation of the life-of-mine/smelter, estimation of the closure and restoration costs and inputs used in the calculation of the present value of the provision for closure, restoration costs and discount rate applied.
  • Fair value measurement of trade receivables subject to provisional pricing.
  • Assumptions around joint control of the Venture.
  • Impairment of non-financial assets – the Group determines whether any of the CGUs are impaired at each reporting date. This requires consideration of the current and future economic and trading environment and available valuation information to ascertain if there are indications of impairment to those non-financial assets owned by the Group.
  • Inventories – the Group determines whether there is obsolete inventory on an annual basis and adjustments to the net realisable value of inventory as required.
  • Financial risk management – the Group assesses credit risk, cash and cash equivalents and trade and other receivables. There has been no material increase in either liquidity risk or own credit risk based on this assessment.
  • Contingent liabilities – The Group exercises judgement in measuring and recognising the provisions and the exposure to contingent liabilities related to unresolved tax matters. Judgements, including those involving estimations, are necessary in assessing the likelihood that a pending tax dispute will be resolved or a liability will arise and to quantify the possible range of the tax exposure.

The global environment and the risk of adverse impacts on the Group’s revenue, costs and capital expenditures were all taken into account in determining the accounting estimates and judgements for the period.

2. Determination of fair values

A number of accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities.

Fair values have been determined for measurement and disclosure purposes based on the methods indicated below.

2.1 Trade receivables subject to provisional pricing terms
 

Trade receivables of R126 million (December 2025: R110 million) are subject to provisional pricing terms and accordingly, are accounted for at fair value through profit and loss. Level 2 hierarchy per IFRS 13 Fair Value Measurement.

The fair value at the reporting date is based on the latest available ferrochrome prices and a closing ZAR:USD exchange rate of R16.40 (December 2025: R16.56).

2.2 Long-term receivable
 

In 2017, the Venture entered into an asset swap arrangement with Rustenburg Chrome Mine Proprietary Limited (RCM) through which the Venture’s mineral rights were swapped for RCM’s mineral rights. A receivable of R96 million (December 2025: R96 million) arises through ore recovery and the sale from mining in the rights area. No expected credit losses were recognised for this receivable as the debtor is revalued at each reporting period based on the latest mining plans and probabilities and measured at its fair value based on these inputs and forward-looking commodity prices. Level 3 hierarchy per IFRS 13 Fair Value Measurement.

The discounted cash flow valuation technique was used, with the key inputs being the discount rate, ZAR:USD exchange rate and a forward-looking chrome price. The cash flows are based on the life-of-mine plan of 10 years. The fair value at the reporting date is based on chrome ore prices of USD262.55 per metric tonne, an average ZAR:USD exchange rate of 18.00 and a discount rate of 9.65%. There were no transfers between fair value hierarchy levels during the period. There was also no change in the valuation technique compared to the prior corresponding period.

Reconciliation of Level 3 fair value measurements For the period ended
  30 June 2026 
Unaudited 
R'000 
31 December 
2025 
Audited 
R'000 
Opening balance 96 112  64 260 
Total gains or losses in profit or loss –  37 392 
Settlements –  (5 540)
Closing balance 96 112  96 112 

3. Headline earnings per share

   For the six months ended 
    Gross  30 June 2026 
Unaudited 
R’000 
Net of taxation
 
 Gross  30 June 2025 
Unaudited 
R’000 
Net of taxation 
Earnings for the year attributable to equity holders of the parent      511 905      232 996 
IAS 33 earnings     511 905     232 996 
Adjusted for:             
Less: IAS 16 gains on the disposal of land and mineral rights           
Less: IAS 16 gains on the disposal of property, plant and equipment  (6 983) (5 098) (123) (90)
Add: IAS 36 Impairment of property, plant and equipment  15 931  11 630  112 800  82 344 
Headline earnings     518 437     315 250 
Headline earnings per share (cents)    20.7     12.6 
Diluted headline earnings per share (cents)    20.7     12.6 
Ordinary shares in issue     2 499 126 870     2 499 126 870 
Weighted average number of shares for the period     2 499 126 870     2 499 126 870 
Diluted weighted average number of shares for the period     2 499 126 870     2 499 126 870 

4. Revenue

  For the six months ended
  30 June 2026
Unaudited
R’000
Net of taxation
30 June 2025
Unaudited
R’000
Net of taxation
Ferrochrome revenue* 1 392 552 1 358 917
Chrome ore revenue 1 785 500 1 003 512
PGMs revenue** 254 806 156 065
Revenue from contracts with customers
3 432 858
2 518 494
Other income*** 265 956
Revenue other than from contracts with customers 265 956
Total revenue 3 433 123 2 519 450
* Ferrochrome sales include provisional pricing adjustments of R24 million (June 2025: R19 million).
** All PGM concentrate sales are to customers in South Africa.
*** Other income includes revenue from sale of scraps and silica.
Geographical areas of ferrochrome sales to customers

The majority of customers are stainless steel mills located at the following revenue destinations:

  2026 2025
  Revenue
R’000
% of revenue
in relation
to total

ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue destination        
Africa* 65 771 5 65 591 5
Americas** 132 999 10 171 161 13
Asia 886 529 63 724 245 53
China 500 895 35 562 745 41
Indonesia 258 889 19 31 031 2
Other Asia*** 126 745 9 130 469 10
Europe**** 307 253 22 397 920 29
  1 392 552 100 1 358 917 100
* Includes South Africa.
** Includes Brazil, Canada and USA.
*** Includes India, Japan, Korea, Malaysia, Türkiye and Australia.
**** Includes France, Italy, Netherlands, Slovenia, Spain and the United Kingdom.
Geographical areas of chrome ore sales from customers
  2026 2025
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue in
relation
to total
ferrochrome
revenue
Revenue destination        
Africa* 58 841 3 156 477 16
Americas** 9 139 1 5 690
Asia 1 695 920 95 808 103 81
China 1 579 192 88 799 005 80
Other Asia*** 116 728 7 9 098 1
Europe**** 21 600 1 33 242 3
  1 785 500 100 1 003 512 100
* Includes South Africa.
** Includes Argentina, Brazil, Mexico and USA.
*** Includes India, Indonesia, Japan, Korea, Malaysia, Türkiye and Australia.
**** Includes Italy, Netherlands, Spain and the United Kingdom.

Sales to the following customers individually comprise more than 10% of total sales:

  2026 2025
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Key customers        
Customer A 264 963 19 463 140 34
Customer B 235 691 17 168 953 12
  500 654 36 632 093 46

Sales to the following customers individually comprise more than 10% of total chrome ore sales:

  2026 2025
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Key customers        
Customer C

5. Capital commitments


2026 
R’000 
2025
R’000
Contracted but not provided for 122 392 255 688
Authorised but not contracted for 571 664 507 671
Total capital commitments 694 056 763 359

6. Related parties

Related-party transactions and balances

During the current reporting period, management reviewed its related party relationships in accordance with IAS 24: Related Party Disclosures. The Glencore plc Group is a related party taking into consideration the shareholding and related significant influence coupled with the substance of the relationship. Significant transactions and balances with all entities within the Glencore plc Group are therefore disclosed together with the comparative figures.

All related-party transactions relate to Merafe’s attributable 20.5% interest in the Venture. At the end of the period, there were no outstanding commitments.

Name of related party Description of relationship Transactions and balance

Industrial Development Corporation of South Africa Limited (IDC)

The IDC holds 21.9% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

The IDC received non-executive directors’ fees for Mr D McGluwa. The IDC receives dividends declared by the Company.

At the reporting date, there are no amounts due to the IDC.

Glencore (Nederland) B.V. (GN)

GN holds 28.8% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

GN receives dividends declared by the Company.

At the reporting date, there are no amounts due to GN.

Glencore Limited (Stamford) (GLS)

GLS acts as the Venture's exclusive marketing agent to sell ferrochrome on its behalf and acts as a distributor in the USA and Canada.

Sales of ferrochrome of R145m (June 2025: R168m).

Commission expense on the sale of ferrochrome of R3m (June 2025: R4m).

Interest expense of R2m (June 2025: R2m).

The balance receivable at the reporting date, R124m (December 2025: R107m), is reduced as and when GLS receives funds from customers and is receivable 120 days after the bill of lading.

Glencore International AG (GIAG)

GIAG acts as the Venture's exclusive marketing agent to sell ferrochrome and chrome ore on its behalf.

The Venture purchases various raw materials from GlAG on an ongoing basis.

The Venture sells chrome ore to GlAG on an ad hoc basis.

Commission expense on sale of ferrochrome and chrome ore of R130m (June 2025: R93m).

Interest income of R6m (June 2025: R1m).

Marketing fee expense of R1m (June 2025: R1m).

Purchase of raw materials of Rnil (June 2025: R1m).

The balance owed at the reporting date is R32m (December 2025: R24m), payable on confirmation of final sales.

Glencore Operations South Africa Proprietary Limited (GOSA)

GOSA is Merafe Ferrochrome and Mining Proprietary Limited's partner in the Venture.

Employee costs of R76m (June 2025: R82m).

Head office costs of R11m (June 2025: R10m).

Lion housing costs of R13m (June 2025: R12m).

Training costs of R6m (June 2025: R5m).

Shared services costs of R7m (June 2025: R6m).

The balance owed at the end of the period is R3m (December 2025: R19m), payable 10 days after month end.

GOSA received the non-executive directors’ fees for Mr D Green.

At the reporting date, a loan of R91m (December 2025: R68m) is owed to Merafe Ferrochrome.

Char Technology Proprietary Limited (Chartech)

Chartech sells raw materials to the Venture.

Purchase of raw materials of R6m (June 2025: R26m).

Balance owing at the reporting period date of R2m (December 2025: R1m) payable 30 days from the statement date.

Glencore Holdings South Africa Proprietary Limited (GHSA)

GHSA offers the central treasury function for the Venture.

Interest income of R38m (June 2025: R35m)

Cash deposits of R721m (December 2025: R699m) and rehabilitation investment of R410m (December 2025: R394m).

Glencore Property Management Company Proprietary Limited (GPMC)

GPMC provides rental property to the Venture.

Rental of CSI offices R0.1m (June 2025: R0.1m).

Balance owing at the reporting date of Rnil (December 2025: R0.4m) payable 30 days from the statement date.

Astron Energy Proprietary Limited (Astron)

Astron sells fuel to the Venture.

Purchase of fuel of R20m (June 2025: R18m).

The balance owed at the reporting date is R1m (December 2025: R1m).

Cassian Trade AG (Cassian Trade)

Cassian Trade acts as the Venture's marketing agent to sell ferrochrome and chrome ore on its behalf.

Receivable at the reporting date of R10m (December 2025: R0.2m).

Impala Chrome Proprietary Limited (Impala)

Impala is an equity-accounted investment, which provides logistics support to the Venture.

Revenue from logistics, marketing and maintenance contracts of R30m (June 2025: R18m).

Receivable at the reporting date of R25m (December 2025: R10m).

Unicorn Chrome Proprietary Limited (Unicorn)

Unicorn is a jointly controlled operation by the Venture.

Unicorn declared a dividend of R7m to Merafe Ferrochrome.

7. Taxation

The Group’s annualised effective tax rate is 27% (June 2025: 23.8%) for the six months ended 30 June 2026.

8. Inventories

During the reporting period, inventory of R8 million (June 2025: R2 million) was written down.

9. Change in estimate

Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability. Actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates.

The discount rate used in the calculation of the provision as at 30 June 2026 equalled 6.5% (December 2025: 7.5%). There was no change in estimate effect which affected property, plant and equipment in the current period.

10. Impairment of property, plant and equipment

During the reporting period, impairment adjustments were made relating to these specific assets that were fully written off: the Tswelopele and Bokamoso pelletising plants and the Wonderkop smelter. The resulting impairment loss was R16 million (June 2025: R113 million). This was in light of grounds pointing to the likely impairment of some of our smelting operations. This conclusion was reached after considering several critical factors which included the adverse state of the ferrochrome market and the uncompetitive level of our operating costs.

11. Reversal of Restructuring Provision

Following a reassessment of the Group’s restructuring obligations and the finalisation of restructuring activities, management determined that a portion of the restructuring provision recognised in prior periods was no longer required. Accordingly, an amount of R181 million has been reversed and recognised in the statement of profit or loss for the period ended 30 June 2026.

The reversal reflects lower-than-anticipated costs and the settlement of certain obligations at amounts below original estimates. The remaining provision adequately reflects the Group’s best estimate of outstanding restructuring-related obligations.

12. Corrections of prior period error

Certain prior period balances in the consolidated statement of financial position and statement of cash flows have been reclassified to conform to the current period’s presentation. Specifically, amounts previously reported under ‘Cash and cash equivalents’ have been reclassified to ‘Other short-term financial asset’ and ‘Cash and cash equivalents and balances held with Central Treasury’. The reclassifications had no impact on previously reported total assets, total liabilities, net income, or equity.

Statement of profit or loss and other comprehensive income

   30 June 2025 
 R'000  Previously 
stated 
Currently 
stated 
Operating and other expenses  (1 939 167) (1 955 922)
Earnings before interest, taxation, depreciation and amortisation  499 632  482 877 
Results from operating activities  286 043  269 288 
Finance income  20 432  37 187 

Statement of cash flows

   30 June 2025 
 R'000  Previously 
stated 
Currently 
stated 
Finance income  (20 432) (37 187)
Cash utilised from operating activities  (158 639) (175 394)
Net cash flows from operating activities  (159 962) (176 717)
Movement in balances held with Central Treasury  –  426 785 
Net cash flows generated from investing activities  (202 765) 220 020 
Total cash movement for the period  (563 347) (153 317)
Effect of exchange rate movement on cash balances  (89 699) – 
Cash at the end of the period  1 794 911  602 729 

13. Contingent liabilities

The Group is subject to direct and indirect tax in the South African jurisdiction. The Group’s subsidiary undertakes various cross-border transactions within the Venture, subject to the Group’s transfer pricing policies. As a result, significant judgement is required to determine the Group’s provisions for income taxes. The income tax and annual assessments are subject to examination within prescribed periods by the South African Revenue Service (SARS).

As previously reported, SARS finalised the audit of the Group’s transfer pricing matter relating to the 2016 and 2017 years of assessment on 30 October 2024. Pursuant to the finalisation of the audit, SARS issued additional assessments on 30 October 2024 levying additional income tax, dividends tax, understatement penalties and interest in the aggregate amount of R406 million against the Group for the 2016 and 2017 years.

The Group disagrees with the additional assessments. After taking several procedural steps, including submitting an objection that was ultimately denied by SARS, the Company filed a notice of appeal in November 2025. This formally initiated the Tax Court appeal process. Furthermore, the Company is still awaiting SARS’ response regarding its request to review the partial suspension of payment for the disputed tax debt.

Management continues to rely on opinions obtained from external legal and tax advisers to inform and support the significant judgements required in interpreting the relevant tax legislation. In addition, management is in the process of preparing documentation for court proceedings in relation to the matter. Due to the ongoing dispute, the outcome remains uncertain and any potential tax exposure cannot be measured reliably. As a result, the matter has been disclosed as a contingent liability. Accordingly, the consolidated financial statements have made no adjustment for any effects on the Group.

14. Events after the reporting period

As reported below, on 7 August 2026, the Board resolved to declare an interim cash dividend of 16 cents per share for the six months ended 30 June 2026 (June 2025: 4 cents per share).

The directors are not aware of any material events which occurred after the reporting period and up to the date of authorisation of this report that may require adjustment or disclosure in these interim financial statements.

15. Declaration of an ordinary cash dividend for the six months ended 30 June 2026

Notice is hereby given that, on 7 August 2026, the Board resolved to declare a gross interim cash dividend of 16 cents per share (June 2025: 4 cents per share), to holders of ordinary shares. The dividend will be paid out of income reserves.

The ordinary dividend will be subject to a local dividend tax rate of 20%. The net local ordinary dividend, payable to those Merafe shareholders (Shareholders) who are not exempt from paying dividend tax is therefore 12.80 cents per share. Merafe’s income tax number is 9 550 008 602. The number of ordinary shares issued at the date of the
declaration is 2 499 126 870.

The important dates pertaining to the dividend are as follows:

  2026
Last day for ordinary shares to trade cum ordinary dividend: Tuesday, 1 September
Ordinary shares commence trading ex‑ordinary dividend: Wednesday, 2 September
Record date: Friday, 4 September
Payment date: Monday, 7 September

Shareholders will not be permitted to dematerialise or rematerialise their ordinary shares between Wednesday, 2 September 2026 and Friday, 4 September 2026, both days inclusive.