Interim Results

RNS Number : 1274J

Critical Metals PLC

25 April 2022

 

Critical Metals plc / EPIC: CRTM / Market: Main Market / Sector: Closed End Investments

25 April 2022

Critical Metals plc ("Critical Metals" or the "Company")

Interim Results

Critical Metals plc, an investment company established to target opportunities in the   critical and strategic metals sector , is pleased to present its interim results for the six-month period ended 31 December 2021.

Highlights

· Advanced agreement to acquire controlling stake in the copper/cobalt project located within Small Scale Mining License PEPM 14784 (the "Mining Licence") in the Democratic Republic of Congo (the "Molulu Project").

· Intensive negotiations were conducted throughout the period to acquire a majority stake in the Mining Licence from the existing owners of Amani Mining Katanga SA ("AMK"). Negotiations took place between AMK, Madini Occidental Ltd Mauritius and the Company, including extensive due diligence, contract renegotiations, and financial analysis across three jurisdictions.

· Management continued to investigate other potential acquisition opportunities during the reporting period across a variety of jurisdictions and commodities.

· Landmark Molulu Project substantially progressed and, once completed, is expected to deliver near-term cash flows to support future acquisitive growth amid a commodity super cycle and record metal prices.

· Post-period end, the Company is working towards completion of the Molulu Project Acquisition and readmission of the enlarged group to the Standard List of the London Stock Exchange .

For further information on the Company please visit  www.criticalmetals.co.uk  or contact :

Russell Fryer	Critical Metals plc	Tel: [phone]
Rory Murphy / James Bellman	Strand Hanson Limited Financial Adviser	Tel: [phone]
Lucy Williams / Heena Karani	Peterhouse Capital Limited, Corporate Broker	Tel: [phone] Tel: [phone]
O onagh Reidy / Catherine Leftley /	St Brides Partners Ltd, Financial PR	Tel: [phone]

Chairman's Statement

I am pleased to provide these interim results as Critical Metals progresses towards completion of the Molulu Acquisition.

Critical Metals entered the market well-capitalised, with a low monthly expenditure, while investigating over twenty potential acquisition opportunities.

As announced on 20 May 2021, the Board identified and agreed to invest in an exciting copper and cobalt project, the Molulu Project, located in the Democratic Republic of the Congo ("DRC"). 

Our first proposed acquisition, a controlling stake in this copper/cobalt project, is expected to provide the Company with near-term cash flows that will support future aggressive acquisitive growth.

The past six months has been dominated by finalising this first acquisition of a majority stake in the Molulu Project mining licence from Amani Mining Katanga SA.

As this transaction spans three different jurisdictions, the last ten months have been extraordinarily busy as the Board has negotiated and re-negotiated agreements, conducted ongoing financial analysis, completed extensive 'on the ground' due diligence, and navigated the dynamic mining regulatory environment in the DRC, as the world emerges from a Covid-centric world into a prosperous environment of renewed global growth.

While there have been frustrations with the time it is taking to finalise this proposed transaction, we are confident that completion will occur in middle of 2022 and events post period end have paid heed to this thesis.

On completion, our first products to be sold into the market are copper and cobalt, both of which have excellent global demand characteristics and are experiencing robust pricing. The market fundamentals are ripe for a new copper/cobalt mine to emerge, given the expected shortfall in copper supply coupled with surging demand for the red metal, with cobalt also hailed as a "transition metal" - both crucial for the 'Net Zero' transition, electric vehicle batteries and innovative aerospace applications.

This urgent need for metals critical to the global energy transition was highlighted by President Joe Biden invoking the Defence Production Act, which will see the US administration providing financial support for the mining and processing of critical minerals, including copper and cobalt.

I wish to personally thank my fellow board members Anthony Eastman and Marcus Edwards-Jones, for their experienced guidance, deep wisdom, and incredible patience since Critical Metals listed. I also wish to thank our UK, Belgian, Congolese, and Mauritius advisers for their expertise and patience during this exciting period in our growth trajectory.

Importantly, I want to express my heartfelt thanks to our loyal shareholders who have patiently stood by us while we advance on closing the Molulu Project acquisition and seek to rapidly push it into production thereafter.

We look forward to closing the Molulu Project acquisition in the months ahead. With copper currently around the US$10,000/t mark and cobalt around $80,000/t, we believe now is an optimal time to acquire such an asset in a mineral-rich location. We will be adhering to the best possible mining practices and will develop our ESG policy post readmission, which will guide us as we develop this exciting asset responsibly.

The Board believes the Company is perfectly positioned to take advantage of the 'Green Energy' and 'Electrification' trends while supporting accelerating global growth, and we are highly enthusiastic about the exciting journey ahead.

Russell S. Fryer

Chief Executive Officer

25 April 2022

Statement of Comprehensive Income for the six months ended 31 December 2021	Notes	6 months to  31 December 2021 (unaudited)		6 months to  31 December 2020 (unaudited)		12 months to  30 June  2021 (audited)
		£		£		£
Revenue
Revenue from continuing operations		-		-		-
		-		-		-
Expenditure
Costs associated with listing		-		(64,574)		(122,306)
Other expenses		(284,554)		(87,537)		(225,278)
		(284,554)		(152,111)		(347,584)
Loss on ordinary activities before taxation		(284,554)		(152,111)		(347,584)
Taxation on loss on ordinary activities		-		-		-
Total comprehensive income for the year attributable to the owners of the company		(284,554)		(152,111)		(347,584)
Earnings per share (basic and diluted) attributable to the equity holders (pence)	3	(0.68)		(0.68)		(1.18)

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

Statement of Financial Position for the six months ended 31 December 2021	Notes		31 December 2021 (unaudited)		31 December 2020  (unaudited)		30 June  2021  (audited)
			£		£		£
CURRENT ASSETS
Trade and other receivables			139,702		24,483		17,851
Cash at bank and in hand			1,069,770		630,148		1,483,544
			1,209,473		654,631		1,501,395
TOTAL ASSETS			1,209,472		654,631		1,501,395
CURRENT LIABILITIES
Trade and other payables			23,686		77,269		31,055
TOTAL LIABILITIES			23,686		77,269		31,055
NET ASSETS			1,185,786		577,362		1,470,340
EQUITY
Called up share capital	4		208,298		151,503		208,298
Share premium account	4		1,735,315		749,497		1,735,315
SBP reserve	5		45,838		-		45,838
Retained earnings			(803,665)		(323,638)		(519,111)
TOTAL EQUITY			1,185,786		577,362		1,470,340

Statement of Changes in Equity for the six months ended 31 December 2021		Issued Share Capital		Share Premium	SBP Reserve	Retained Earnings		Total Equity
		£		£	£	£		£
As at 1 July 2020		71,428		68,572	-	(171,527)		(31,527)
Total comprehensive income for the period		-		-	-	(152,111)		(152,111)
Shares issued during the period		80,075		720,675	-	-		800,750
Shares issue costs		-		(39,750)	-	-		(39,750)
As at 31 December 2020		151,503		749,497	-	(323,638)		577,362
Total comprehensive income for the period		-		-	-	(195,473)		(195,473)
Shares issued during the period		56,795		985,818	-	-		1,042,613
Warrants issued during the period		-		-	45,838	-		45,838
As at 30 June 2021		208,298		1,735,315	45,838	(519,111)		1,470,340
Total comprehensive income for the period		-		-	-	(284,554)		(284,554)
Shares issued during the period		-		-	-	-		-
Share issue costs		-		-	-	-		-
As at 31 December 2021		208,298		1,735,315	45,838	(803,665)		1,185,786

Share capital	Amount subscribed for share capital at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value.
SBP reserve	Cumulative charge recognised under IFRS 2 in respect of share-based payment awards.
Retained earnings	Cumulative other net gains and losses recognised in the financial statements.

Statement of Cashflow for the six months ended 31 December 2021		31 December  2021  (unaudited)		31 December 2020  (unaudited)		30 June  2021  (audited)
		£		£		£
Cash from operating activities
Loss for the year		(284,554)		(152,111)		(347,584)
Adjustments for:
Foreign exchange		-		-		8,009
Operating cashflow before working capital movements		(284,554)		(152,111)		(339,575)
Increase in trade and other receivables		(106,596)		(24,066)		(17,435)
Decrease increase in trade and other payables		(22,624)		(16,747)		(62,960)
Net cash used in operating activities		(413,774)		(192,924)		(419,970)
Cash from financing activities
Proceeds on the issue of shares		-		761,000		1,849,451
Net cash from financing activities		-		761,000		1,849,451
Net (decrease) / increase in cash and cash equivalents		(413,774)		568,076		1,429,481
Cash and cash equivalents at beginning of year		1,483,544		62,072		62,072
Foreign exchange		-		-		(8,009)
Cash and cash equivalents at end of period		1,069,770		630,148		1,483,544

Notes to the financial statements for the 6 months ended 31 december 2021

1.  General Information

The condensed interim financial statements of Critical Metals plc (the "Company") for the six-month period ended 31 December 2021 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2021, which was prepared in accordance with UK adopted International Accounting Standards (IFRS) and the Companies Act 2006, and any public announcements made by Critical Metals plc during the interim reporting period and since.

These condensed interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 June 2021 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006. These condensed interim financial statements have not been audited.

Basis of preparation - going concern

The interim financial statements have been prepared under the going concern assumption, which presumes that the Group will be able to meet its obligations as they fall due for the foreseeable future.

At 31 December 2021 the Group had cash reserves of £1,069,770 (30 June 2021: £1,483,544 / 31 December 2020: £630,148).

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.

The financial information of the Company is presented in British Pounds Sterling (£).

Accounting policies

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. 

Critical accounting estimates and judgements

The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal related actual results.

In preparing the interim financial information, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 30 June 2021.

1.1.  New and amended standards adopted by the group

A number of new or amended standards became applicable for the current reporting period. These new/amended standards do not have a material impact on the Company, and the Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards.

The Company is not affected materially by the effects of seasonality. Regardless of this fact comparative figures to the period ending 31 December 2020 have been included for comparability and increase the comprehensibility of the financial statements.

The directors have concluded that there are no key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

2.  Segmental analysis

The Company manages its operations in one segment, being seeking a suitable investment. The results of this segment are regularly reviewed by the board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess its performance.

3.  EARNINGS per share

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

	6 months to 31 December 2021	6 months to 31 December 2020	12 months to 30 June  2021
Loss for the year from continuing operations - £	(284,554)	(152,111)	(347,584)
Weighted number of ordinary shares in issue	41,659,735	22,380,252	29,398,013
Basic earnings per share from continuing operations - pence	(0.68)	(0.68)	(1.18)

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 were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented. At period end 9,240,714 warrants were in issue giving the rights to purchase shares on a 1:1 basis.

4.  Share capital and share premium

	Number of Shares on Issue	Share  Capital  £	Share Premium  £	Total  £
Balance at 30 June 2020	14,285,714	71,428	68,572	140,000
Ordinary shares of £0.005 each issued at par on 29 Sep 2020	16,015,000	80,075	720,675	800,750
Share issue expenses in period		-	(39,750)	(39,750)
Balance at 31 December 2020	30,300,714	151,503	749,497	901,000
Exercise of £0.10 warrants during the year	10,450,000	52,250	992,750	1,045,000
Exercise of £0.05 warrants during the year	909,021	4,545	40,906	45,451
Cost of share issues	-	-	(47,838)	(47,838)
Balance at 30 June 2021	41,659,735	208,298	1,735,315	1,943,613
Balance at 31 December 2021	41,659,735	208,298	1,735,315	1,943,613

The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

5.  SBP RESERVE

	As at 30 December 2021  £
Broker & advisory placing warrants Issued	45,838
At 31 December 2021	45,838

On 29 September 2020, the Company issued 1,265,000 warrants to various advisors along with 909,021 warrants to Peterhouse Capital as broker for services rendered prior to admission, valid for 24 months from Admission to subscribe for ordinary shares at 0.05p per share.

On 29 September 2020, the Company also issued 140,000 warrants to various advisors for services rendered prior to Admission, valid for 24 months from Admission to subscribe for ordinary shares at 0.10p per share.

The fair value assigned to the advisor and broker warrants for the period ending 30 June 2021 was £45,838 (2020: £nil) The referred value above was calculated using the Black Scholes pricing model and the inputs into the model were as follows:

Date of grant	Number of warrants	Share Price	Exercise Price	Expected volatility	Expected life	Risk free rate	Expected dividends
29 Sep 2020	1,265,000	£0.05	£0.05	50.00%	2	0.01%	0.00%
29 Sep 2020	140,000	£0.05	£0.10	50.00%	2	0.01%	0.00%

6.  Events subsequent to PERIOD end

There were no events subsequent to period end requiring disclosure.

A copy of these results will be made available on the Company's website at www.critical metals.co.uk.

  **ENDS**

 

END

 

 

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