Audited Financial Results for the Period Ende...

Delta Gold Technologies plc

Audited Financial Results for the Period Ended 30 April 2026

Delta Gold Technologies PLC (Aquis: DGQ / OTC: DGQTF / FRA: O2J) (the "Company", "Delta Gold" or "Delta") is pleased to present its Audited Financial Results for the period from incorporation to 30 April 2026.

Highlights

• Funds raised during the period of £5.2 million

• Cash of £3,495,344 and net assets of £3,797,401 at 30 April 2026, with no borrowings

• Cash of £3,150,706 at 30 September 2026, following receipt of £446,114 from the exercise of warrants since the period end

• Research and Sponsorship and exclusive Technology Licencing Agreement signed with Pennsylvania State University (“Penn State”), adding a second world class academic partner alongside University of Toronto (“U of T”)

• A total of £707,134 invested in our research projects with U of T and Penn State

• Haynes Boone, leading US patent prosecution firm, appointed as Global IP counsel

• First provisional patent application filed by the U of T in May 2026.

• Three full patent applications filed by Penn State

For further information contact:

Delta Gold Technologies PLC R. Michael Jones(CEO)	Tel:+44 (0)203 576 6742
Orana Corporate LLP (Aquis Advisor) Anthony Eastman / Sarah Cope	Tel: +44 (0)203 475 6834
First Equity LTD (Corporate Broker) Jason Robertson / Sam Lakha	Tel:+44 (0)207 374 2212

Chairman’s Statement

Introduction

It is my pleasure to present the Chairman’s Statement for Delta Gold Technologies Plc (“Delta” or “the Company”) for the period ended 30 April 2026, together with a summary of significant developments since that date.

Building on our 2025 admission to the Aquis Growth Market and our first Sponsored Research Agreement, the period under review has been one of steady execution; deepening our academic research relationships, broadening our capital markets presence, and taking the first concrete steps toward a protectable portfolio of intellectual property in quantum computing materials.

Financial Results

These are the Company's first financial statements, covering the period from incorporation on 24 April 2025 to 30 April 2026. They therefore span the Company's formation, its admission to trading on the Access Segment of the AQSE Growth Market on 1 December 2025, and the establishment of both of our university research programmes.

The Company generated no revenue during the period, as is to be expected of a research and development stage business, and reported a loss of £1,266,889, equivalent to a basic and diluted loss per share of 3.58 pence. That result includes £281,500 of non-recurring costs associated with Admission.

During the period the Company raised £5.2 million of new equity before expenses, comprising a seed subscription of £643,000 in July 2025, £2.6 million on Admission in December 2025, a direct subscription of £1.9 million in February 2026, and £71,000 on the exercise of warrants.

The Company invested £707,134 in its research programmes during the period. Of this, £8,083 represents the initial fee for the licence acquired from the University of Toronto and is carried as an intangible asset. The remainder does not meet the criteria for recognition as internally generated intellectual property; accordingly, £523,350 has been charged to profit or loss and £175,701 is carried forward as a prepayment, to be released as the research it funds is performed. The Directors consider that the University of Toronto programme reached technical feasibility in March 2026, and that the Pennsylvania State University programme did so after the period end, in each case too late to affect the expenditure incurred in the period under review. On that basis a significant proportion of our research investment is expected to be capitalised as intellectual property from the current financial year.

At 30 April 2026 the Company held cash and cash equivalents of £3,495,344 and net assets of £3,797,401 with no borrowings and no external debt. The Board monitors the Company's cash position against its committed research expenditure, which is set out in note 18 to the financial statements.

Research and Development Progress

In February 2026, Delta signed a Research Sponsorship and exclusive Technology Licensing Agreement with Pennsylvania State University (“Penn State”), adding a second world-class academic partner alongside the University of Toronto. The agreement provides cost-reimbursed funding of up to US$2.9m over three years in return for an exclusive, royalty-bearing licence to resulting IP. The partnership is led by Professor Ken Knappenberger, Head of Chemistry at Penn State.

At the University of Toronto (“U of T”), the Board approved the early release of Year 2 research funding in February 2026, well ahead of schedule, to accelerate an upgrade to the research team’s cryo-refrigeration system, reflecting strong progress by Professor Harry Ruda’s team.

In April 2026, the Company appointed Haynes Boone, a leading US patent prosecution firm, as global IP counsel to both university programmes.

Corporate and Capital Markets Developments

In February 2026, Delta’s shares commenced trading on the OTCQB Venture Market in the United States under the ticker DGQTF, complementing our primary Aquis listing and broadening our reach to US investors.

Post Period Developments

Since the period end, the pace of progress has accelerated further. In May, the U of T filed its first provisional patent application arising from the research programme, and the Company commenced Year 2 of the collaboration in June.

At Penn State, three full patent applications were filed and, reflecting strong results and the programme running ahead of schedule, and the Board agreed to expand its commitment to US$6m of funding over six years.

In July, Penn State and University of Toronto jointly published a Technical Update reporting a spin-polarised emission of approximately 40% recorded in Penn State’s gold nanocluster research; believed by the research team to be the highest such figure recorded in any condensed-phase quantum material system to date, and important validation of the scientific thesis underpinning our strategy. It also demonstrated the potential for market leading collaboration across Delta’s portfolio of research opportunities.

Outlook

The quantum computing sector remains at an early stage, characterised by high research intensity and significant technical and commercial challenges for all market participants. The Board is encouraged by the tangible research progress achieved across both university partnerships and by the growing external validation of our technology thesis.

Over the coming 12 months, our priorities remain to convert our provisional and full patent applications into granted protection, to continue funding our Sponsored Research Agreements, and to begin engaging potential licensees and strategic partners as our patent portfolio matures.

As previously announced, the Company also sees significant opportunities in quantum communications and quantum sensing, which will allow us to extend the gold-based quantum technology platform into additional large-scale verticals beyond compute.

As our shareholder base continues to grow, the Board remains committed to a high standard of governance and transparent engagement with the investing community.

I would like to thank our research partners, advisers and shareholders for their continued support, and I look forward to updating the market on our progress in due course.

 

Mark Burnett

Non-Executive Chairman

5 October 2026

Statement of Comprehensive Income

For the period ended 30 April 2026

 

		Period ended 30 April 2026
	Note	£'000
Continuing Operations
Revenue		-
Administrative expenses	3	(752)
Share based payments		(12)
Research and Development expenses	4	(523)
Other income		20
Loss before taxation		(1,267)
Taxation on loss on ordinary activities	7	-
Loss for the year from continuing operations		(1,267)
Other comprehensive income		-
Total comprehensive loss for the year attributable to shareholders from continuing operations		(1,267)
Basic & dilutive earnings per share - pence	8	(3.58)

 

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Statement of Financial Position

For the period ended 30 April 2026

 

		As at 30 April 2026
	Note	£'000
CURRENT ASSETS
Cash and cash equivalents	10	3,495
Other receivables	11	378
TOTAL CURRENT ASSETS		3,873
NON-CURRENT ASSETS
Intangibles	9	8
TOTAL NON-CURRENT ASSETS		8
TOTAL ASSETS		3,881
CURRENT LIABILITIES
Trade and other payables	12	84
TOTAL CURRENT LIABILITIES		84
TOTAL LIABILITIES		84
NET ASSETS		3,797
EQUITY
Share capital	13	129
Share premium	13	4,589
Other reserves	14	346
Retained Earnings		(1,267)
TOTAL EQUITY		3,797

Statement of Changes in Equity Position

For the Period Ended 30 April 2026

 

	Share capital	Share premium	Other reserves	Retained earnings	Total equity
	£'000	£'000	£'000	£'000	£'000
At incorporation – 24 April 2025	-	-	-	-	-
Loss for period	-	-	-	(1,267)	(1,267)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the period	-	-	-	(1,267)	(1,267)
Ordinary shares issued in the period	129	4,804	300	-	5,233
Share issue costs	-	(182)	-	-	(182)
Share based payments	-	(49)	62	-	13
Transfer on exercise of warrants	-	16	(16)	-	-
Subtotal of transactions with owners	129	4,589	346	-	5,064
Balance at 30 April 2026	129	4,589	346	(1,267)	3,797

Statement of Cashflows

For the period ended 30 April 2026

	Note	£'000
Cash flow from operating activities
Loss for the financial year		(1,267)
Adjustments for:
Share based payments		12
Shares issued in settlement of consultancy fees	13	1
Changes in working capital:
(Increase) / decrease in trade and other receivables	11	(378)
(Decrease) / increase in trade and other payables	12	84
Net cash outflow from operating activities		(1,548)
Cash flows from investing activities
Purchase of intangible assets	9	(8)
Net cash flow from investing activities		(8)
Cash flows from financing activities
Proceeds from issue of shares	13	5,233
Share issue costs	13	(182)
Net cash flow from financing activities		5,051
Net increase/(decrease) in cash and cash equivalents		3,495
Cash and cash equivalents at beginning of the period		-
Cash and cash equivalents at end of the period	10	3,495

Notes to the Financial Statements

For the period ended 30 April 2026

1. General Information

Delta Gold Technologies PLC (the "Company") is a public limited company incorporated and domiciled in England and Wales. The Company was incorporated under the Companies Act 2006 on 24 April 2025 and subsequently re-registered as a public limited company in advance of its admission to trading on the AQSE Growth Market. The Company's registered number is 16406638.

The registered office of the Company is Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF, United Kingdom.

The Company was admitted to trading on the Access Segment of the AQSE Growth Market on 1 December 2025 under the ticker DGQ, raising capital to support the development of its intellectual property and the establishment of its university research collaborations. The Company's ordinary shares were also admitted to trading on the OTCQB Venture Market in the United States under the ticker DGQTF. Since the period end, the Company's ordinary shares have also become available to trade on the Frankfurt Stock Exchange under the ticker O2J, further broadening access for international investors.

The principal activity of the Company is the development and commercialisation of intellectual property in the field of quantum computing, with a particular focus on the application of nano-scale gold to quantum computing technology.

2. Basis of preparation

Statement of compliance

The financial statements for the period from incorporation on 24 April 2025 to 30 April 2026 have been prepared by Delta Gold Technologies PLC in accordance with UK-adopted International Accounting Standards (“UK-IAS”) and with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on the going concern basis. As at 30 April 2026 the Company held cash and cash equivalents of £3,495,344 and net assets of £3,797,401, with no borrowings. In assessing going concern, the Directors have prepared detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements, considering the Company's committed research expenditure under its sponsored research agreements together with its other operating costs. The base case forecasts include a proposed future equity fundraising together with certain additional research initiatives and growth projects that were not contractually committed at the date of approval of these financial statements. The Directors have also considered a downside scenario excluding both the proposed fundraising and the related uncommitted projects and expenditure that the fundraising was intended to support. Under this scenario, the forecasts demonstrate that the Company retains sufficient cash resources to meet its existing operational requirements and contractual commitments as they fall due throughout the assessment period. Based on this assessment, the Directors are satisfied that the Company has sufficient resources to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements, and that no material uncertainty regarding going concern exists. The financial statements have therefore been prepared on the going concern basis.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions. A material amount of cash and cash equivalents is held with alternative financial institutions.

Foreign currency translation

The financial statements are presented in Sterling, which is the Company’s functional and presentational currency.

Transactions in currencies other than the functional currency, principally Canadian dollars and US dollars, in which the Company's university research commitments are denominated, are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities denominated in currencies other than Sterling are retranslated at the rates of exchange prevailing at the balance sheet date, with exchange differences recognised in the Statement of Comprehensive Income in the period in which they arise.

Trade and other receivables

Trade and other receivables are measured at amortised cost, using the effective interest method, less any impairment loss. An allowance for impairment of trade and other receivables is established based on the twelve-month expected credit losses unless the credit quality has deteriorated since inception, in which case it is based on lifetime losses.

Research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Expenditure on development activities is capitalised as an internally generated intangible asset only when the Company can demonstrate all of the following, in accordance with IAS 38 “Intangible Assets”: the technical feasibility of completing the asset so that it will be available for use or sale; the intention to complete the asset and to use or sell it; the ability to use or sell the asset; how the asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; and the ability to measure reliably the expenditure attributable to the asset during its development. Expenditure that does not meet these criteria is recognised as an expense as incurred. No expenditure incurred under the Company's sponsored research agreements met these criteria during the period; the Directors' assessment of the date from which the criteria were met is set out under Critical accounting judgements below.

Under the sponsored research agreements, the Company funds research to be performed by the university partners, and the universities retain title to any equipment purchased with funds provided by the Company. As the Company does not obtain control of that equipment, no asset is recognised in respect of it. Amounts funded represent consideration for research services to be delivered by the university and, where funded in advance of the research being performed, are recognised as a prepayment and charged to profit or loss on a straight-line basis over the period during which the research is performed. The amount carried forward at the reporting date is disclosed in note 11.

Intangible assets

Intangible assets comprise a separately acquired licence. The Company acquired an exclusive, worldwide licence to certain intellectual property from the University of Toronto under the Technology Licence Agreement dated 18 March 2026; the initial licence fee is capitalised as a separately acquired intangible asset under IAS 38. No development expenditure has been capitalised in the period. Patent registration and prosecution costs are recognised as an expense as incurred unless they meet the recognition criteria of IAS 38; no such costs were capitalised as at 30 April 2026, the Company's first provisional patent having been filed after the reporting date.

Intangible assets are initially measured at cost. As at 30 April 2026, the licensed intellectual property is not yet available for use or commercial exploitation; accordingly, the asset is classified as an intangible asset under development and is not amortised. Amortisation will commence when the asset is available for use, being when it is in the location and condition necessary for it to operate in the manner intended by management and will be charged on a straight-line basis over the asset's estimated useful economic life.

Because the asset is not yet available for use, it is tested for impairment annually, irrespective of whether any indicator of impairment exists, in accordance with IAS 36 “Impairment of Assets”. The carrying amount of intangible assets at 30 April 2026 was £8,083 (2025: £nil), in respect of the acquired licence.

Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

The Company classifies its financial assets in the following measurement categories: those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss) and those to be measured at amortised cost. The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

Purchases and sales of financial assets are recognised on trade date. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

The Company assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost.

Equity

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

Where ordinary shares are issued together with warrants under a single subscription, the shares and the warrants are separate equity instruments. The consideration received is allocated between them by reference to their relative fair values at the date of issue, with the amount attributable to the warrants credited to a warrant reserve. No goods or services are received in exchange for such warrants; accordingly, they are not share-based payments, and no charge arises in profit or loss.

Amounts are transferred from the share-based payment reserve and the warrant reserve to share premium when the related options or warrants are exercised, and to retained earnings when they lapse unexercised.

In accordance with IFRS 2, for equity-settled share-based payment transactions the Company measures the goods or services received, and the corresponding increase in equity, directly at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments granted is used. Such instruments are measured at fair value at the date of grant using the Black-Scholes option pricing model.

The fair value of options granted to Directors, employees and other service providers is recognised as an expense over the period in which the service or vesting conditions are satisfied, with a corresponding credit to the share-based payment reserve. Non-market vesting conditions are reflected in the number of instruments expected to vest. The fair value of warrants granted to advisers and brokers in connection with the issue of new shares is treated as a cost of that equity transaction and is recognised against share premium, with a corresponding credit to the share-based payment reserve.

Retained earnings includes all results recognised in the Statement of Comprehensive Income.

Taxation

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the Statement of Comprehensive Income because it excludes items of income and expense that are taxable or deductible in other years and items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

The Company undertakes research and development activities and, as the business evolves, may in future periods become entitled to claim relief under the United Kingdom research and development tax relief regime. The Directors keep the Company's eligibility for such relief under review. Any research and development tax credits will be recognised on an accruals basis when there is reasonable assurance that the relief will be received and the amount can be reliably measured. Such credits will be recognised in the Statement of Comprehensive Income, either as a reduction in the related research and development expenditure or within the tax line, according to the nature of the relief claimed.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the period and the amounts reported for assets and liabilities at the balance sheet date. The nature of estimation means that actual outcomes could differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. The significant accounting judgements and key sources of estimation uncertainty affecting the Company are disclosed below.

Capitalisation of development expenditure under the Sponsored Research Agreements

The Directors exercise significant judgement in determining whether expenditure incurred under the University of Toronto and The Pennsylvania State University Sponsored Research Agreements qualifies for capitalisation as an internally generated intangible asset under IAS 38. This requires the Directors to conclude that all six development-phase recognition criteria are met, in particular the technical feasibility of completing the assets so that they will be available for use or sale, and the generation of probable future economic benefits, and to determine the point at which each programme transitioned from the research phase to the development phase.

In respect of the University of Toronto programme, the Directors have concluded that the criteria were first met on 18 March 2026, being the date on which the University executed an exclusive licence of the resulting intellectual property to the Company. In reaching that conclusion the Directors had regard to the invention disclosure form dated 17 February 2026, which records that the invention had moved beyond exploratory research to a defined technical design, setting out the structure to be built, the intended manner of operation, the manufacturing route and the features distinguishing it from earlier work in the field; and to the University's subsequent assessment of that disclosure, its acceptance of assignment of the invention, and its execution of the licence, a step the University takes only where it considers an invention sufficiently developed to justify commercialisation.

Although the criteria were met on 18 March 2026, the expenditure incurred by the Company under the University of Toronto Year 1 sponsorship had been invoiced and settled before that date, and accordingly none of it qualifies for capitalisation. Expenditure incurred after 18 March 2026 will be assessed for capitalisation in future periods.

Expenditure incurred before that date has been assessed as not meeting the criteria and has been recognised as an expense or carried forward as a prepayment where it relates to research not yet performed. In respect of The Pennsylvania State University programme, the Directors have concluded that the criteria were not met at any point during the period. Accordingly, no development expenditure has been capitalised in the period.

Going concern

The preparation of the financial statements requires the Directors to make a judgement, considering all available information about the future, as to whether the Company will be able to continue as a going concern. In making that judgement the Directors have considered the Company's cash resources at 30 April 2026, its forecast expenditure over a period of at least twelve months from the date of approval of these financial statements, and the flexibility available to it in respect of discretionary research expenditure. On that basis the Directors have concluded that the going concern basis is appropriate and that no material uncertainty exists. The Directors' assessment is set out in the Going Concern section of the Directors' Report.

Valuation of warrants and share-based payments

The Company has issued warrants and share options which are measured at fair value using the Black-Scholes option pricing model. Determining fair value requires the Directors to select an appropriate model and to make judgements over its inputs, the most significant of which is expected volatility. Given the Company's limited trading history following admission to the Aquis Growth Market in December 2025, expected volatility has been estimated by reference to the historical volatility of comparable listed entities and is a key source of estimation uncertainty. Expected volatility of between 82.3% and 84.5% has been applied across the instruments issued during the period. A higher volatility assumption would increase the fair value attributed to the instruments and, for those recognised in profit or loss, the related charge.

The instruments valued during the period had a total fair value of £361,851, comprising £12,426 in respect of share options granted to Directors, £49,136 in respect of warrants granted to advisers and brokers, and £300,290 in respect of warrants issued to subscribers in February 2026. Of that total, only the £12,426 relating to the share options has been recognised as a charge in profit or loss; the remainder has been recognised directly in equity, as set out in note 14. A change in the volatility assumption would therefore alter the allocation of the February 2026 subscription proceeds between share premium and the warrant reserve, but would have no effect on total equity or on the reported loss.

Recoverable amount of intangible assets under development

The Company's intangible asset is not yet available for use and is therefore tested for impairment annually, irrespective of whether any indicator of impairment exists, in accordance with IAS 36. Estimating the recoverable amount of pre-commercialisation intellectual property is inherently uncertain and depends on the successful development, patenting and eventual commercialisation of the technology. In assessing recoverable amount the Directors have had regard to the terms on which the licence was acquired, being an arm's length transaction with the University of Toronto shortly before the reporting date, and to the technical progress reported by the principal investigator. Based on this assessment, no impairment was identified in respect of the £8,083 carrying amount at 30 April 2026.

Release of prepaid research expenditure

Amounts funded under the sponsored research agreements in advance of the research being performed are carried as a prepayment and released to profit or loss over the period during which that research is performed. Determining the length of that period requires judgement, and the Directors have concluded that it is the service period of the relevant agreement rather than the period over which economic benefits might arise. For the University of Toronto Year 1 programme the amounts funded are released over the period ending 19 June 2026, being the end of the first year of the agreement. The first invoice under The Pennsylvania State University agreement is raised on a cost reimbursement basis in arrears for research already performed and has accordingly been recognised in full. Of £699,051 funded during the period, £523,350 has been charged to profit or loss and £175,701 is carried forward within prepayments (note 11).

New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations had been issued but were not yet effective (and in some cases had not yet been adopted by the UK):

Standard	Effective Date
Annual Improvements to IFRS standards — Volume 11	1 January 2026
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments	1 January 2026*
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027*

* Not yet endorsed for use in the UK at the date of approval of these financial statements.

The Directors do not expect the adoption of these standards and amendments to have a material impact on the amounts recognised in the Company's financial statements, although IFRS 18 is expected to affect the presentation and disclosure of the primary financial statements when it becomes effective.

1. Administrative expenses

Administrative expenses for the Company can further be broken down as per below:

	Period ended 30 Apr 2026
	£'000
Professional fees	(110)
Directors’ fees	(71)
Listing Costs	(282)
Marketing	(94)
Insurance	(5)
Consultants	(113)
Rent	(10)
Travel	(32)
Foreign Exchange	(10)
Other administrative expenses	(25)
	(752)

 

1. Research and Development Expenses

Research and development expenses comprise expenditure incurred under the Company's sponsored research agreements that does not meet the criteria for capitalisation as an intangible asset, as set out in the research and development accounting policy. Amounts funded in advance of the research being performed are carried as a prepayment and released to profit or loss as the research is performed. The charge for the period comprises:

	Period ended 30 Apr 2026
	£'000
University of Toronto	(505)
The Pennsylvania State University	(18)
	(523)

 

Of £699,051 funded under the sponsored research agreements during the period, £523,350 has been recognised in profit or loss and £175,701 is carried forward within prepayments (note 11). Amounts relating to the University of Toronto Year 1 programme are released over the period to 19 June 2026, being the end of the first year of that agreement. The first invoice under The Pennsylvania State University agreement, which is raised in arrears for research already performed, has been recognised in full. The determination of the release period is a critical accounting judgement, which is set out in the Basis of preparation.

1. Employees

The total number of persons employed by the Company (including directors) during the period ended 30 April 2026 was:

	2026
Management	5
	5

The highest paid director, Richard Michael Jones, received total remuneration of £20,000.

1. Auditor’s Remuneration

	Period ended 30 April 2026 £'000
Audit Services: Fees payable for the audit of the Company’s financial statements Non-Audit Services: Reporting accountant services relating to historical financial information	35 30
	65

 

1. Taxation

		Period ended 30 April 2026 £’000
A reconciliation of the tax charge appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the period is:
Loss per accounts		(1,267)
Tax credit at the weighted standard average rate of corporation tax in the UK of 25%		(317)
Adjustment for items disallowable for tax		3
Tax losses for which no deferred tax is recognised		314
Tax expense recognised in accounts		-

No deferred tax asset has been recognised in respect of the tax losses carried forward of approximately £1,250,000 (tax effect approximately £312,500), on the basis that there is insufficient certainty regarding the availability of future taxable profits against which the losses could be utilised. The losses are available to carry forward against future trading profits, subject to the agreement of HM Revenue & Customs and to the relevant loss-relief rules.

1. Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary shares in issue during the period.

	Period ended 30 April 2026
Loss attributable to shareholders of Delta Gold Technologies PLC - £’000	(1,267)
Weighted number of ordinary shares in issue	35,353,126
Basic & dilutive earnings per share from continuing operations – pence	(3.58)

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but due to the Company making a loss they were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.

1. Intangible assets

	Assets under development £’000
Cost
At Incorporation	-
Additions	8
Foreign exchange	-
At 30 April 2026	8

Amortisation and impairment
At Incorporation	-
Charge for the period	-
At 30 April 2026	-
Net book value at 30 April 2026	8
Net book value at Incorporation	-

Additions of £8,083 were recognised during the period, representing the initial fee for the exclusive worldwide licence acquired under the University of Toronto Technology Licence Agreement dated 18 March 2026. No development expenditure was capitalised during the period.

The asset is not yet available for use and is tested for impairment annually in accordance with IAS 36. The Directors concluded that no impairment was required at 30 April 2026.

1. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank of £3,495,344 as at 30 April 2026.

1. Other receivables

		As at 30 April 2026 £’000
VAT receivable		118
Prepayments		260
		378

Prepayments include £175,701 in respect of amounts funded under the Company's sponsored research agreements in advance of the research being performed, which will be released to profit or loss as the research is performed. The remaining £83,851 comprises other prepaid costs.

1. Trade and other payables

		As at 30 April 2026 £’000
Trade payables		34
Accruals		50
		84

 

1. Share capital and share premium

		Ordinary Shares		Share Capital	Share Premium			Total
	#		£’000			£’000	£’000
On incorporation (24 April 2025) 1	1,000,000		1			-	1
Issue of Seed Shares – July 20252	12,860,000		13			630	643
Issue of Founder Shares – August 20253	19,386,154		19			-	19
Issue of Bonus Shares – August 20254	-		33			(33)	-
Admission Shares – December 20255	25,000,000		50			2,450	2,500
Admission Shares – December 20256	762,500		2			75	77
Issue of Ordinary Shares – February 20267	5,492,853		11			1,611	1,622
Warrants Exercised – April 20268	142,857		-			71	71
Transfer from warrant reserve on exercise (8)	-		-			16	16
Share Based Payments	-		-			(49)	(49)
Share issue costs	-		-			(182)	(182)
At 30 April 2026	64,644,364		129			4,589	4,718

1 On incorporation on 24 April 2025, the Company issued 1,000,000 ordinary shares of £0.001 each at par (£0.001 per share), being the initial founder subscription, for total consideration of £1,000. These shares were issued in consideration for consultancy services rather than cash.

2 On 9 July 2025, the Company issued 12,860,000 ordinary shares of £0.001 each at £0.05 per share, generating share capital of £12,860 and share premium of £630,140 (total consideration £643,000).

3 On 31 August 2025, the Company issued a further 19,386,154 founder ordinary shares of £0.001 each at par (£0.001 per share), for total consideration of £19,386. The issue of shares was in furtherance of the original foundation of the Company.

4 On 31 August 2025, pursuant to a special resolution, the Company issued 33,246,154 bonus shares, and every 2 fully paid ordinary shares of £0.001 each then in issue (the "Existing Ordinary Shares") were consolidated into 1 ordinary fully paid share of £0.002 each. The bonus issue and consolidation had no net effect on the number of shares in issue (33,246,154 shares) and capitalised £33,246 of share premium into share capital.

5 On 1 December 2025, on admission to the AQSE Growth Market, the Company issued 25,000,000 ordinary shares of £0.002 each at the placing price of £0.10 per share, generating share capital of £50,000 and share premium of £2,450,000 (total consideration £2,500,000).

6 On 1 December 2025, in connection with Admission, the Company issued a further 762,500 ordinary shares of £0.002 each at £0.10 per share, generating share capital of £1,525 and share premium of £74,725 (total consideration £76,250).

7 On 17 February 2026, the Company issued 5,492,853 ordinary shares of £0.002 each at £0.35 per share under a direct subscription, together with 2,746,425 warrants, for total consideration of £1,922,499. The consideration has been allocated between the ordinary shares and the warrants by reference to their relative fair values, as set out in note 14. Of the total consideration, £10,986 was recognised as share capital, £1,611,223 as share premium and £300,290 within other reserves.

8 On 30 April 2026, 142,857 ordinary shares of £0.002 each were issued at £0.50 per share on the exercise of investor warrants, generating share capital of £286 and share premium of £71,143 (total consideration £71,429). On exercise, £15,620 attributable to those warrants was transferred from the warrant reserve to share premium.

1. Other reserves

	Share-based payment reserve £	Warrant reserve £	Total £
On incorporation — 24 April 2025	-	-	-
LTIP options issued (1)	12,426	-	12,426
Adviser warrants (2)	49,136	-	49,136
Investor warrants issued (3)	-	300,290	300,290
Transfer on exercise of warrants (3)	-	(15,620)	(15,620)
As at 30 April 2026	61,562	284,670	346,232

The share-based payment reserve represents the cumulative fair value of share options granted to Directors, and of warrants granted to advisers and brokers, in consideration for services received, recognised in accordance with IFRS 2. The warrant reserve represents the fair value attributed to warrants issued to subscribers as part of the February 2026 equity subscription. Amounts are transferred from each reserve to share premium when the related instruments are exercised, and to retained earnings when they lapse unexercised.

1 On 1 December 2025, the Company granted 200,000 options under its Long-Term Incentive Plan to two directors, Adam Monaco and Patrick Severide (100,000 each), exercisable at £0.15 per ordinary share and expiring on 1 December 2030. The options vested in full on grant. The fair value at grant date of £12,426, determined using the Black-Scholes model (share price £0.10, volatility 84.5%, risk-free rate 4.25%, expected life 5 years), was recognised as a share-based payment charge in profit or loss with a corresponding credit to the reserve.

2 On 1 December 2025, in connection with Admission, the Company granted 1,078,608 warrants to its advisers and brokers (Cavendish Capital Markets 5,000; First Equity Limited 336,000; Orana Corporate LLP 737,608), each exercisable at £0.15 per ordinary share and expiring on 1 December 2028. The fair value of £49,136 (Black-Scholes: share price £0.10, volatility 82.3%, risk-free rate 4.00%, expected life 3 years) was treated as a cost of the equity transaction and recognised against share premium, with a corresponding credit to the reserve.

3 On 17 February 2026, in connection with a direct subscription, the Company issued 5,492,853 ordinary shares of £0.002 each together with 2,746,425 warrants, on the basis of one warrant for every two subscription shares, for total consideration of £1,922,499. The ordinary shares and the warrants are separate equity instruments, and the consideration has accordingly been allocated between them by reference to their relative fair values at the date of issue, being £0.35 per ordinary share and £0.0648 per warrant attaching to each share subscribed. Of the total consideration, £1,622,209 was allocated to share capital and share premium and £300,290 to the warrant reserve. No goods or services were received in respect of the warrants; they are not share-based payments and no charge arises in profit or loss. On exercise of a warrant the amount attributable to it is transferred from the warrant reserve to share premium; during the period 142,857 warrants were exercised at 50p and £15,620 was transferred accordingly.

Each warrant entitles the holder to subscribe for one new ordinary share at an exercise price of 50p, at any time during a two-year period expiring on 17 February 2028. The exercise period is subject to acceleration: if the volume-weighted average price of the Company's ordinary shares equals or exceeds 70p over any ten consecutive trading days, the Company may require holders to exercise their warrants within a specified period, failing which the warrants lapse. The warrants are not admitted to trading, are non-transferable other than with the Company's consent, and carry no rights to dividends or voting until exercised.

Share based payments valuation

The charges associated with the share-based payments have been applied to the statement of profit or loss and other comprehensive income. The following tables summarises the valuation techniques and inputs used to calculate the values of share-based payments:

Warrants

Grant date	Number	Share price £	Exercise price £	Expiry date	Volatility %	RF Rate %	Technique
01/12/2025	1,078,608	0.10	0.15	01/12/2028	82.3	4.00	Black Scholes

Options

Grant date	Number	Share price £	Exercise price £	Expiry date	Volatility %	RF Rate %	Technique
01/12/2025	200,000	0.10	0.15	01/12/2030	84.5	4.25	Black Scholes

Warrants

	As at 30 April 2026
	Weighted average exercise price	Number of warrants
Granted in period	15p	1,078,608
Granted in period	50p	2,746,425
Exercised in period	50p	(142,857)
Outstanding at 30 April 2026	40p	3,682,176
Exercisable at 30 April 2026	40p	3,682,176

The weighted average time to expiry of the warrants as at 30 April 2026 is 2.03 years.

Options

	As at 30 April 2026
	Weighted average exercise price	Number of options
Granted in period	15p	200,000
Outstanding at 30 April 2026	15p	200,000
Exercisable at 30 April 2026	15p	200,000

The weighted average time to expiry of the options as at 30 April 2026 is 4.59 years.

The option vesting conditions of the LTIP options are as below:

-The vesting condition attaching to these awards was that each award would be effective immediately prior to, and conditional upon, admission of the Company's shares to trading on the Access Segment of the AQSE Growth Market on 1 December 2025, in conjunction with the award holder's appointment as a non-executive director. As this condition was satisfied on Admission, the options vested in full on the date of grant. The options lapse on the fifth anniversary of the date of grant (1 December 2030) if not exercised earlier.

Since the reporting date the Company has granted a further 2,900,000 options, of which 2,200,000 were granted to Directors. Details are set out in note 17.

1. Financial Instruments and Risk Management

Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Company's overall strategy is to minimise costs and liquidity risk. The capital structure of the Company consists of equity attributable to its equity holders, comprising issued share capital, share premium, the share-based payment reserve and retained earnings, as disclosed in the Statement of Changes in Equity.

The Company is exposed to several risks through its normal operations, the most significant of which are credit, foreign exchange, interest rate and liquidity risks. The management of these risks is vested in the Board of Directors.

General objectives and policies

As referred to in the Directors' Report, the overall objective of the Board is to set policies that seek to reduce risk as far as is practical without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below.

Principal financial instruments

The Company's principal financial instruments comprise cash and cash equivalents, other receivables, and trade and other payables. The Company's accounting policies and methods adopted, including the criteria for recognition and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument, are set out in note 2 "Accounting policies".

The Company does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value. The Company does not use derivative instruments to manage its exposure to fluctuations in foreign currency exchange rates or interest rates.

Commodity price risk

Although the Company's research activity is centred on the physical properties of nano-scale gold, the Company does not hold, trade or carry gold or any other commodity as an asset, and only minimal quantities are used as a research input under its sponsored research agreements. Accordingly, the Directors do not consider the Company to be exposed to any significant commodity price risk.

Foreign currency risk

The Company incurs costs in a number of currencies and is exposed to foreign currency risk arising principally from its research expenditure denominated in Canadian dollars and US dollars. Currency exposures are reviewed regularly. The Company has a limited level of exposure to foreign exchange risk through its foreign currency denominated cash balances, receivables and payables:

	As at 30 April 2026
£ GBP	£'000
Cash and cash equivalents	18
Trade and other payables	(18)
	-

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties, and its exposure to those counterparties is monitored by the Board of Directors.

The Company's principal financial assets are cash and cash equivalents. At the reporting date £3,477,385 was held with a United Kingdom bank authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and £17,958 with Currencies Direct, in respect of which funds are safeguarded rather than covered by the Financial Services Compensation Scheme. The Company's counterparties are not rated by the international credit-rating agencies. The Board therefore assesses credit risk by reference to the regulatory status, capital position and published financial information of each institution, and reviews those assessments periodically.

Substantially all of the Company's cash is held with a single counterparty, and the Board recognises the resulting concentration of credit risk. In managing that concentration, the Board has regard to the £120,000 limit of deposit protection available under the Financial Services Compensation Scheme and keeps under review the merits of holding funds across a greater number of institutions as the Company's activities develop.

The Company has no trade receivables. The Company applies IFRS 9 to measure expected credit losses on financial assets held at amortised cost, which are regularly monitored and assessed, with a loss allowance recognised in accordance with the accounting policy. No loss allowance was required at the reporting date.

The Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recorded in the financial statements.

Interest rate risk

The Company currently has no borrowings. Its principal financial assets are cash and cash equivalents, including amounts held on deposit with financial institutions. The effect of variable interest rates is not significant.

Liquidity risk

During the period from incorporation on 24 April 2025 to 30 April 2026, the Company was primarily financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as cash deposits in Sterling. In managing liquidity risk, the main objective of the Company is to ensure that it could pay all its liabilities as they fall due, and the Company monitors its levels of working capital accordingly. The table below shows the undiscounted cash flows on the Company's financial liabilities as at 30 April 2026 based on their earliest possible contractual maturity:

	Total £’000	Within 2 months £’000	Within 2-6 months £’000
At 30 April 2026
Trade payables	34	34	-
Accruals	50	-	50
Total	84	34	50

 

1. Related Party Transactions

Guardian Metals Resources PLC

Guardian Metal Resources PLC is considered a related party of the Company by virtue of common key management personnel and shared corporate arrangements. Michael Jones, a director and founder of the Company, holds a senior advisory role (Strategic Advisor) with Guardian Metal Resources plc; Mark Burnett is a Non-Executive Director of Guardian Metal Resources plc; and the two companies share working space at 59–60 Grosvenor Street, Mayfair, London.

During the period the Company paid costs to Guardian Metal Resources PLC as follows:

• Office costs: £10,000, being a recharge of the shared office rent.
• Travel costs: £22,804, being travel expenses incurred by the Company and paid to Guardian Metal Resources PLC.

The total recharged during the period was £32,804, invoiced on normal commercial terms as a reimbursement of costs, with £10,000 outstanding as at 30 April 2026.

Directors remuneration

See Directors’ report for details on Directors’ remuneration in the period.

1. Events after the reporting period

The following material events occurred after the reporting date of 30 April 2026 and up to the date on which these financial statements were authorised for issue. Each is a non-adjusting event after the reporting period and has no impact on the amounts recognised in the financial statements for the period then ended.

Intellectual property developments

On 5 May 2026 the Company announced that the University of Toronto had filed the first provisional patent application arising from the sponsored research programme “A Scheme for Quantum Computing based on Proximatised Gold”, covering novel transducer structures for quantum devices and establishing an early priority date. The intellectual property arising from that programme is licensed to the Company under the Technology Licence Agreement referred to in note 9, subject to a royalty of 1.5% of net sales payable to the University.

On 1 June 2026 the Company announced that three full patent applications had been filed by The Pennsylvania State University under the Company’s sponsored research agreement, in respect of which the Company holds exclusive licence rights subject to the terms of that agreement. As at the date of approval of these financial statements, the Company’s intellectual property portfolio comprised one provisional patent application arising from the University of Toronto programme and three full patent applications filed by The Pennsylvania State University.

Expansion of the Pennsylvania State University research programme

On 1 June 2026 the Company announced that, reflecting research results ahead of the original programme schedule, it had agreed with The Pennsylvania State University to expand its research sponsorship from USD 2,991,426 over three years to up to USD 6,000,000 over a period of up to six years. The expanded programme and associated budget were still being finalised at the date of approval of these financial statements. The commitments disclosed in note 18 reflect the agreement as it stood at 30 April 2026 and do not include the additional funding under the expanded programme.

Continuation of University of Toronto research programme

On 18 June 2026 the Company announced that it had commenced the second year of its sponsored research and collaboration agreement with the University of Toronto, continuing the research programme led by the Principal Investigator, Professor Harry Ruda.

Issue of equity on exercise of warrants

After the reporting date the Company issued 1,407,427 new ordinary shares of £0.002 each on the exercise of warrants, comprising 671,427 shares at an exercise price of 50 pence, being investor warrants issued in connection with the subscription completed in February 2026, and 736,000 shares at an exercise price of 15 pence, being warrants issued in connection with the Company's admission to the AQSE Growth Market in December 2025. The exercises raised £446,114 in aggregate. As a result the Company's issued ordinary share capital increased from 64,644,364 ordinary shares at 30 April 2026 to 66,051,791 ordinary shares, and warrants outstanding reduced from 3,682,176 to 2,274,749.

Incorporation of US subsidiary

On 23 June 2026 the Board resolved to expand the Company’s operations into the United States of America through the establishment of a wholly owned subsidiary, and approved the incorporation of Delta Gold Technologies (US) Corp in the State of Texas. The subsidiary was incorporated and registered with the Texas Secretary of State on 10 July 2026, and the Company holds the entire issued share capital. The subsidiary had not commenced trading as at the date of approval of these financial statements.

As the Company had no subsidiary undertakings at 30 April 2026, these financial statements present the results and financial position of the Company alone and no consolidated financial statements have been prepared for the period. Following the incorporation of the subsidiary, the Company expects to prepare consolidated financial statements for the year ending 30 April 2027.

Grant of share options

On 2 June 2026 the Company granted options over 2,900,000 new ordinary shares of £0.002 each, exercisable at 150 pence per share, representing a premium of approximately 9% to the closing mid-market price on that date. The options vest on 3 June 2027 and expire five years from the date of grant. Of the options granted, 433,332 were granted under the United Kingdom’s Enterprise Management Incentive scheme.

Of the total granted, 2,200,000 were granted to Directors as follows:

Director	Options granted	Total options held
R. Michael Jones	600,000	600,000
James Tosh	450,000	450,000
Mark Burnett	450,000	450,000
Patrick Severide	350,000	450,000
Adam Monaco	350,000	450,000
Total	2,200,000	2,400,000

1. Financial Commitments

	Within one year	After one year	Total
University of Toronto (CAD)	731,000	1,000,000	1,731,000
The Pennsylvania State University (USD)	973,291	1,994,284	2,967,575
University of Toronto (£ at 1.85)	£395,135	£540,541	£935,676
The Pennsylvania State University (£ at 1.36)	£715,655	£1,466,385	£2,182,040
Total £	£1,110,790	£2,006,926	£3,117,716

The Company has contractual commitments under sponsored research agreements with the University of Toronto and The Pennsylvania State University, under which it funds research programmes and acquires rights to the resulting intellectual property; expenditure incurred is capitalised as an intangible asset where it meets the criteria set out in note 2 and is otherwise recognised in profit or loss. Foreign currency amounts have been translated at the rates prevailing at the reporting date. Each agreement is terminable by the Company on notice, in which case its obligation would be limited to costs incurred and non-cancellable obligations of the university concerned as at the date of termination. The Company had no commitments for the acquisition of property, plant and equipment, and no contingent liabilities, at the reporting date. Since the reporting date the Company has agreed to expand the Pennsylvania State University programme; details are set out in note 17.

1. Ultimate controlling party

Asat 30 April 2026,therewasno ultimatecontrollingpartyoftheCompany.