Final Results, Annual Report and Notice of AGM
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
31 October 2023
Technology Minerals Plc
("Technology Minerals", the "Company" or the "Group")
Full Year Results
Publication of Annual Report and Accounts and Notice of AGM
Technology Minerals Plc (LSE: TM1), the first listed UK company focused on creating a sustainable circular economy for battery metals, announces full year results for the 12-month period ended 30 June 2023.
Mineral exploration
· First stage of geochemical exploration programme returned high-grade lithium pegmatite results at Prospecting Licence Area ("PLA 1597") at the Leinster Lithium Property in Ireland
· Secured seven new prospecting licences at the Leinster Lithium Property
· In October 2022 and post-period in July 2023, Global Battery Metals ("GBML") elected to exercise its First and Second Options at Leinster, bringing GBML's equity interest in the Property to 55%
· Confirmed high-grades of cobalt and copper, with associated nickel mineralisation from new lithogeochemical sampling at 100%-owned Asturmet Project in Asturias, NW Spain
· Granted five exploration permits by the Cameroon Ministry of Mines, Industry and Technological Development at the Technology Minerals Cameroon Property
Recyclus Group Ltd ("Recyclus")
An associate undertaking, 48.35% owned by Technology Minerals
· Strengthened management team with the appointment of Jo Dennis as Group Managing Director and Nick Pickard as Head of Research and Development
· Commenced manual recycling with first lead acid batteries recycled at Tipton, after receiving approved battery treatment operator ("ABTO") status from the Environment Agency ("EA")
· Secured £1.96m grant from Innovate UK to create a mobile battery recycling system for lithium-ion ("Li-ion") batteries
· Received ABTO status from the EA, allowing it to commence recycling operations, with on-site treatment and processing of spent Li-ion batteries at its facility in Wolverhampton
· Certified as compliant with ISO standards for Quality Management (ISO 9001), Environmental Management (ISO 14001) and Health & Safety Management (ISO 45001) by the International Organisation for Standardisation ("ISO")
Corporate
· Raised £2.5 million before expenses from a new high net worth investor in March 2023, consisting of a subscription for 80,000,000 new ordinary shares and the issue of Convertible Loan Notes to a value of £1.7 million
· Technology Minerals signed binding Heads of Terms ("HoTs") to acquire the remaining issued share capital of Recyclus for new shares in the Company (the "Proposed Transaction")
· Raised £400,000 before expenses from a new institutional investor in November 2022, consisting of a subscription for 32,000,000 new ordinary shares
Post Period
· In July 2023, Recyclus made an International Patent Application for its for its lead paste desulphurisation process, developed from its recycling facility in Tipton, under the Patent Co-operation Treaty
· In July and September 2023, the Company raised a total of £1.2 million from a long-term shareholder through the issue of Convertible Loan Notes
· Recyclus appointed automotive industry experts Andrew Goss and Phil Hodgkinson as consultants with effect from 1 July 2023
· In September 2023, successfully completed the Commissioning Phase at the UK's first industrial scale Li-ion battery recycling facility in Wolverhampton, West Midlands
· In October 2023, GBML completed a structural remote sensing study of the Leinster Lithium District, with 25 new exploration targets identified
· Received final clearance from the EA in October 2023 for the variation licence to commence full automated operations at its lead acid battery recycling plant in Tipton
Alex Stanbury, Chief Executive Officer of Technology Minerals, said: "It has been another year of significant progress for Technology Minerals. We continued to advance our range of exploration assets focused on key battery metals, moving them up the value curve with particularly good results at our lithium asset in Leinster, Ireland.
"In addition, Recyclus has now completed the commissioning phase for fully automated operations at its lithium-ion battery recycling plant in Wolverhampton, while at the Tipton lead acid facility, Recyclus has entered the Commissioning Phase after receiving final EA approval for industrial scale automated operations.
"Our proposed acquisition of Recyclus will crystallise our efforts to create a fully circular economy for battery metals, as the importance of establishing new sources of supply for critical minerals to avert the incoming supply crunch becomes increasingly urgent as the world moves towards electrification. Technology Minerals is well positioned to play a major role in enabling the transition towards a cleaner, lower carbon future in the UK and beyond."
For further information please contact:
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Technology Minerals Plc |
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Robin Brundle, Executive Chairman Alexander Stanbury, Chief Executive Officer |
+44 20 4582 3500 |
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Oberon Investments Limited |
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Nick Lovering, Adam Pollock |
+44 (0)20 3179 0535 |
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Gracechurch Group |
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Harry Chathli, Alexis Gore, Rebecca Scott |
+44 20 4582 3500 |
Technology Minerals Plc
Technology Minerals is developing the UK's first listed, sustainable circular economy for battery metals, using cutting-edge technology to recycle, recover, and re-use battery technologies for a renewable energy future. Technology Minerals is focused on raw materials exploration required for Li-ion batteries, whilst solving the ecological issue of spent Li-ion batteries, by recycling them for re-use by battery manufacturers. Further information on Technology Minerals is available at www.technologyminerals.co.uk
OPERATIONAL REVIEW
It has been another year of significant progress for Technology Minerals, which has seen the Company achieve multiple key milestones in its strategy to create a fully circular economy for critical battery metals.
Technology Minerals continued to make good progress in advancing the value of its diverse range of mineral exploration assets across the globe, most notably with the projects in Ireland and Spain, as part of the Company's commitment towards increasing global supply of metals required to power the electric vehicle ("EV") revolution.
In addition, Recyclus has built strong foundations to scale-up its operations over the next year. Significantly, Recyclus completed its Commissioning Phase at the UK's first industrial scale Li-ion battery recycling facility. Recyclus has also now entered the Commissioning Phase at its lead acid battery recycling plant in Tipton after receiving final EA approval. Both plants will play a key role in the transition towards a circular economy required to achieve global carbon neutrality, by addressing both the latest Li-ion battery technology and widely used lead acid battery chemistries.
Progressing battery metals' assets up the value chain
Technology Minerals holds a globally diverse portfolio of exploration projects focused on the critical minerals essential to the global transition to net zero. These include cobalt, copper, lithium, nickel and manganese, based at projects in Ireland, Spain, the USA and Cameroon.
The Company's project generation and incubation strategy selects early-stage concepts and projects with the potential to increase in value through prudent deployment of risk capital to attract larger funding and joint venture partners to advance their development. This strategy gives the Company the opportunity to add significant value to the portfolio without incurring the more substantial financial and dilutionary costs normally associated with public companies developing exploration assets.
Technology Minerals' battery metals portfolio by location and resource:
|
Project |
Location |
Resource |
|
Asturmet |
Spain |
Nickel, Copper, Cobalt |
|
Blackbird Creek Property and Emperium |
USA |
Primary Cobalt |
|
NW Leinster Lithium |
Ireland |
Lithium |
|
Technology Minerals Cameroon |
Cameroon |
Nickel Laterite, Cobalt |
|
Oacoma |
USA |
Manganese, Nickel, Cobalt, Rare Earth Oxides |
Leinster, Ireland
The North-West Leinster lithium property, Republic of Ireland, which compromises a block of 16 prospecting licences operated under an exclusive earn-in and option agreement with GBML, saw further advances and encouraging results during the period with the first work programme on PLA 1597 yielding high-grade spodumene pegmatite samples in float ranging up to 3.75% lithium oxide ("Li2O") in January 2023.
In August 2023, the Company announced that Phase 1 drill holes (DDH-23-1597-01 - DDH-23-1597-04) had been completed for a total of 656m. Visual analysis of core suggests intervals of lithium mineralisation among pegmatite intersections from all four drill holes which have been sent to ALS Laboratories for assaying.
In October 2023, a comprehensive regional structural synthesis was completed, for the entire Leinster pegmatite belt with detailed focus on the northern and southern block of licences. In total, 25 distinct follow-up structural targets have been identified, including four additional targets on PLA 1597 and 21 new targets on the northern licence block all based on the holistic geological, structural, geophysical and geochemical studies.
The North-West Leinster Project is operated under an exclusive Earn-in and Option agreement with GBML with no project expenditure required by the Company. GBML exercised its First Option in October 2022 by spending up to €85,000 in expenditures on the Property to earn 17.5% equity and post-period exercised its Second Option spending the required €500,000 to acquire an additional 37.5% equity interest bringing its total equity interest in the project to 55%, in a further demonstration of its confidence in Leinster's potential.
The exercise of the options demonstrated GBML's faith in the potential of the project and the Irish lithium pegmatite belt, as well as the strength of its working relationship with Technology Minerals.
In January 2023, Technology Minerals acquired seven additional prospecting licences across the South Leinster Block, bringing the Company's total licence position in the Leinster project as a whole, to 23 prospecting licences covering approximately 760km² of SE Ireland. All licences are held by the Company's 100% wholly-owned subsidiary, LRH Resources Limited. The seven new licences do not form part of the GBML earn-in and option agreement. The seven new licences do not form part of the GBML earn-in and option agreement.
Asturmet, Spain
Technology Minerals' 100%-owned Asturmet Project, based in the Principality of Asturias, north-west Spain, consists of eight exploration permit applications considered prospective for cobalt-nickel-copper mineralisation, one of which (St Patrick) was granted in 2019.
To date, the Company was pleased to find results from lithogeochemical sampling at the historic Aramo mine on the St Patrick licence as confirming high-grades of cobalt and copper with associated nickel mineralisation. In August 2022, the St Patrick licence was extended for a further three years to reach June 2025, and the Company continued to conduct field programmes at the projects with plans to implement a more expansive exploration campaign in the coming year.
Cameroon
In February 2023, Technology Minerals was granted five exploration permits (at least three of which are considered prospective for nickel-cobalt-rich-laterite), by the Cameroon Ministry of Mines, Industry and Technological development for its 2,456 km2 property in the East Region of southeastern Cameroon.
The permits occur in the same geological belt as the world-class Nkamouna nickel-cobalt laterite deposit, where a Measured and Indicated resource of 120.6 Mt @ 0.65% Ni, 0.23% Co and 1.35% Mn has been identified, and are as such considered prospective for this style of mineralisation.
Field placement of beacons marking out the Company's five licences was completed in May 2023, in accordance with Cameroonian Law by a local company, Explorers 33 Consulting Group.
In July 2023, a desktop evaluation report by Dr Sandy Archibald of Aurum Exploration Ltd, based on new geological and geophysical data obtained, was submitted to Cameroon Ministry of Mines, identifying areas for a proposed field-based sampling programme.
Creating capacity for battery recycling across the UK and beyond
The period was one of significant progress at Recyclus, in which the business advanced in its strategic journey to develop and bring to market sustainable battery recycling technologies for both Li-ion and lead-acid battery chemistries.
Wolverhampton (Li-ion battery recycling)
Recyclus successfully concluded the commissioning phase at its state-of-the-art Li-ion battery recycling facility in Wolverhampton and is the first plant in the UK with the capacity to recycle Li-ion batteries on an industrial scale.
In April 2023, Recyclus secured final clearance from the EA to commence full operations at the plant. Recyclus was also awarded ABTO status by the EA, allowing it to commence recycling operations immediately, with on-site treatment and processing of spent Li-ion batteries. The EA permit allows Recyclus a daily storage limit of 140 m3 (c. 100 tonnes) and to process up to 22,000 tonnes of Li-ion batteries per annum. Recyclus expects to process 8,300 tonnes in the first full year of production. The plant is the first of five which the group aims to construct in the UK.
During the Commissioning Phase, the first end-of-life Li-ion batteries were fed into the plant to produce black mass. Black mass contains critical battery metals that can be reprocessed and sold back into the battery supply chain. Recyclus anticipates the receipt of gate fees for collection and storage of Li-ion batteries, and from the sale of black mass produced during the recycling process. Through its provision of these advanced recycling solutions, Recyclus is uniquely positioned to address the challenges around the accumulation of discarded batteries created by the global shift towards electrification, contributing to the sustainable evolution of the global economy and underscoring the need for recycling initiatives such as the Wolverhampton plant.
Recyclus also holds three lithium battery testbed systems designed to measure reuse potential of used batteries, to generate revenue through their resale or provide cost savings by discharging stored energy for use on-site.
Tipton (lead acid battery recycling)
Recyclus' plant in Tipton, West Midlands, is designed to process up to 12 tonnes an hour of lead acid batteries at an industrial scale via a fully automated system that does not release any gas or particle emissions into the atmosphere, recycling them into their constituent parts to recover lead, acid and plastic materials which can be reused in a wide range of industries.
Recyclus holds ABTO status permitting the manual processing of lead acid batteries at the Tipton plant under which it is authorised to produce up to 15,000MT per annum of lead and store up to 300MT of inbound stock on-site at any one time. Recyclus' sustainable recycling of lead acid batteries into constituent parts for subsequent resale helps to keep resources in use for longer, minimising waste and reducing the environmental impact of spent batteries.
Post-period, in October 2023 Recyclus received final approval from the EA to commence industrial scale automated processing and has entered the Commissioning Phase, expected to take approximately four months. Recyclus also achieved patent-pending status for its lead paste desulphurisation process developed from the plant. The innovative process significantly reduces the sulphur content of the recycled lead to produce 'alpha' paste which when smelted produces lower levels of hazardous sulphur oxide (SO), thereby reducing smelting costs by reducing energy requirements needed to process it. The process also reduces water consumption by assisting the filtration rate during smelting. Recyclus continues to work towards achieving patent status for the cutting-edge technology which will address a number of key concerns in the lead acid battery recycling industry.
Slicker Recycling
Technology Minerals has established a partnership agreement with Slicker Recycling, one of the UK's leading hazardous waste management and service delivery providers, to collect toxic battery waste from around the UK and safely transport it to the closest Recyclus plant. This arrangement enables Recyclus to attract customers by offering a one-point-of-contact solution that covers both recycling of battery waste and its transportation to the recycling facility. Recyclus anticipates the partnership will be able to provide up to 90% of its Li-ion battery capacity and up to 40% of its lead acid battery capacity once the Wolverhampton and Tipton plants are fully operational.
Slicker Recycling has nine depots nationwide and executes more than 25,000 collections per annum. The partnership provides Recyclus with an established, end-to-end logistical solution nationwide without the substantial costs that would be incurred by developing it from scratch, whilst providing access to a ready-made client base through Slicker's existing customers.
Battery Storage and Transportation Boxes
As part of Recyclus' commitment to the safe handling of potentially hazardous Li-ion batteries, and provision of an integrated one point of contact waste management solution to customers, it has developed a proprietary modular steel fabricated box for safely storing and transporting all kinds of Li-ion batteries. The boxes hold UN-standard safety certification having satisfied the rigorous safety standards required and are compliant with ADR certification P911(1) which is required for the transportation of hazardous goods.
The award of both certifications confirmed Recyclus' ability to safely store and transport batteries, highlighting the importance of security and safety in the battery supply chain. Recyclus holds the design, IP and manufacturing rights for the boxes, which are UK pallet size and therefore suitable to be transported anywhere in Europe. Discussions with potential customers demonstrated strong levels of demand for the technology, enabling Recyclus to begin marketing the boxes to drive sales both within the UK and internationally to scale revenues for the business unit during the period.
Developing mobile recycling system in Partnership with University of Birmingham
Recyclus, in collaboration with the University of Birmingham ("UoB"), was awarded funding of £1.96 million from the UK Government's Innovate UK, to create a mobile battery recycling system capable of safely handling any kind of Li-ion battery in March 2023.
Recyclus is leading the project to design and build a compact prototype Universal Battery Recycling System ("UBRS") in the form of a mobile recycling truck, based on Recyclus' existing technology for industrial scale Li-ion battery recycling with the UoB providing leading edge 3D printing techniques incorporating additive manufacturing for the required cutting tools. The whole system will be completely sealed and emission free and will reduce Li-ion batteries into their constituent parts including black mass. Recyclus plans to operate the recycling trucks with three size options ranging from 7.5 to 16 tonnes which will be capable of processing between 500 and 2,000 kilogrammes per hour of Li-ion batteries.
The Recyclus mobile unit aims to provide a reliable, cost-effective and automated process for safe and environmentally friendly recycling of Li-ion batteries across the UK, to accelerate the recovery of the critical raw materials essential to the transition to electrification and significantly reduce the use of landfill. Securing the grant from Innovate UK is a strong endorsement for Recyclus, and the vital nature of the project.
Partnership with Warwick Manufacturing Group
As part of Technology Minerals' commitment towards providing state-of-the-art industrial scale battery recycling solutions, Recyclus has been working in partnership with Warwick Manufacturing Group ("WMG") at the University of Warwick, a leading academic group providing research, education and knowledge transfer in engineering, management, manufacturing and technology.
Through the agreement of an engineering development partnership between Recyclus and WMG, Recyclus and WMG have been working together to amalgamate WMG's world class research programmes and Recyclus' leading recycling technology to share expertise and develop proprietary processes across the five battery chemistries. In this manner, the partnership is both building the business case for increased battery recycling capabilities in the UK and providing the technology to do so.
Recyclus and WMG created an Engineering Doctorate ("EngD") Programme focused on addressing contemporary industrial and technical challenges across the battery recycling sector, and the development of UK capability to safely recycle Li-ion batteries into black mass. The EngD encompasses a four-year programme supporting talented individuals at varying stages of their careers to develop critical new skill sets in this sector and welcomed its first participant in May 2023.
Financial Review
Following its listing on the main board of the London Stock Exchange in November 2021, raising £1.6 million before expenses followed by the exercise of Warrants of £0.8 million, a further £5.2 million has been raised from share placements, convertible bonds and convertible loan notes, of which £0.7 million was raised after the period end. Funds raised include £1.06 million drawn under a two-year £4 million convertible bond facility from December 2022.
At the end of the financial year, the Company had lent Recyclus £6.5 million to complete development at Wolverhampton and Tipton and anticipates, following the commencement of commercial production at Wolverhampton, the loans to be repaid in accordance with an agreed schedule.
The Group's loss for the year was £3.9 million (2022: £1.8 million), with the increased loss mainly due to the recognition of non-cash fair value costs of warrants and share options. The Group has amended its accounting treatment for the acquisition of assets at listing in November 2021 from that of a business combination to an asset acquisition with the result that goodwill recognised on acquisition of £2.891 million has been eliminated along with the corresponding deferred tax liability of the same amount, there being no effect on net assets as a result of this change in treatment. A prior year adjustment has therefore been made which is further explained in note 29 to the financial statements.
Cash at year end was £0.3 million (2022: £0.4 million).
As before, the Group proposes to continue its exploration and development work in the coming year on its minerals exploration licences to maximise their value potential, although proposed work will correspond with available cash resources. The Group has entered into farm-in arrangements with third parties in respect of certain licences whereby the assets are developed at no cost to the Group and other similar arrangements will be considered if beneficial.
Events since the year end
On 4 July 2023 the Company entered into a Convertible Loan Note for £500,000 at 6% interest for six months, convertible at 1.8p per share.
As announced on 13 July 2023, Global Battery Metals ("GBML") exercised its Second Option over the Company's Leinster Lithium Property in the Republic of Ireland, bringing GBML's equity interest in the Leinster property to 55%.
On 31 August 2023, the Company entered into a Convertible Loan Note for £700,000 at 12% interest for six months, convertible at 1.4p per share and issued warrants to subscribe for 70 million ordinary shares at 2p per shares. Costs associated with this funding were settled by a convertible loan note for £35,000 and warrants for 3.5 million shares on the same terms respectively.
Dividend
The Board has not proposed a final dividend for the year.
Risks
The Company has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors and the Audit Committee, working through the business leadership team. For further detail please refer to the general risks laid out in the Annual Report, published today.
Outlook
Technology Minerals has made significant progress over the past 12 months, positioning the Company for further development and growth over the forthcoming year. The Company continued to advance its strategy to increase and realise the value of its exploration assets and to advance new concepts in a capital-light manner, via funding partners, such as GBML at the Leinster Property, to inject further capital from transactional fees as required, generating additional value in the portfolio and for shareholders.
The Board is pleased to have seen the strong progress at Recyclus, most notably following the completion of the commissioning phase at the Wolverhampton plant, a landmark achievement for the company as it is set to ramp up operations. Recyclus has also commenced the commissioning phase at the Tipton plant after receiving the final EA approval required to commence fully automated operations. The recycling plants, in addition to Recyclus' proprietary Li-ion battery storage and transportation boxes, continue to generate strong interest from companies and organisations within the UK and internationally, with whom conversations regarding potential agreements and partnerships are ongoing.
The proposed acquisition of Recyclus marks the next stage of Technology Minerals' development and will consolidate both the minerals exploration and battery recycling businesses in line with the Company's twin-track strategy to create a sustainable circular economy for battery metals, utilising state-of-the-art technology to recycle, recover and re-use critical battery minerals to drive the clean energy transition.
Recyclus plans to open multiple Li-ion and lead acid battery recycling facilities over the coming years. As the global transition to electrification becomes ever more urgent, Technology Minerals is well positioned for long term sustainable growth through the expansion of Recyclus' commercial footprint in the UK and internationally, and the advancement of the Company's minerals exploration operations, as the Technology Minerals aims to become a key contributor in the shift to net zero.
Publication of Annual Report and Accounts and Notice of Annual General Meeting ("AGM")
The Company's Annual Report and Accounts and Notice of AGM are being posted to shareholders and will be made available on the Company's investor relations website at: www.technologyminerals.co.uk. This year's AGM will be held at LiBatt Recycling Ltd ("LiBatt"), Lincoln St, Wolverhampton WV10 0DX on 19 December 2023 at 11:30am. LiBatt is a wholly owned subsidiary of Recyclus Group Ltd, an associated undertaking of the Company.
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2023
|
|
|
2023 |
2022 |
|
Continuing operations |
Notes |
£000 |
£000 |
|
|
|
|
|
|
IPO costs |
|
- |
(146) |
|
Administrative expenses |
7 |
(3,856) |
(1,734) |
|
Operating loss |
|
(3,856) |
(1,880) |
|
Other income |
10 |
47 |
45 |
|
Net foreign exchange (losses)/gains |
|
(41) |
4 |
|
Finance income |
11 |
324 |
- |
|
Other finance costs |
11 |
(394) |
46 |
|
Share of loss in associate |
18 |
- |
- |
|
Loss before taxation |
|
(3,920) |
(1,785) |
|
Income tax |
12 |
- |
- |
|
Loss for the period |
|
(3,920) |
(1,785) |
|
Attributable to: |
|
|
|
|
Equity holders of the Company |
|
(3,908) |
(1,782) |
|
Non-controlling interests |
|
(12) |
(3) |
|
|
|
(3,920) |
(1,785) |
|
Other comprehensive income |
|
|
|
|
Items that may be subsequently reclassified to profit or loss: |
|
|
|
|
Exchange differences arising on translation of foreign operations |
|
(2) |
30 |
|
Total comprehensive loss for the period |
|
(3,922) |
(1,755) |
|
Attributable to: |
|
|
|
|
Equity holders of the Company |
|
(3,910) |
(1,752) |
|
Non-controlling interests |
|
(12) |
(3) |
|
Total comprehensive loss for the period |
|
(3,922) |
(1,755) |
|
|
|
|
|
|
Loss per share: |
|
|
|
|
Basic and diluted earnings per share (pence) |
13 |
(0.29)p |
(0.23)p |
The accompanying notes form an integral part of this consolidated financial statements.
Consolidated Statement of Financial Position
As at 30 June 2023
|
|
|
2023 |
Restated 2022 |
|
|
Notes |
£000 |
£000 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
14 |
4 |
5 |
|
Intangible assets |
15 |
15,789 |
15,409 |
|
Financial assets |
16 |
1,221 |
1,221 |
|
Investment in associates |
18 |
- |
- |
|
Loans to associates |
19 |
6,493 |
4,538 |
|
Total non-current assets |
|
23,507 |
21,173 |
|
Current assets |
|
|
|
|
Trade and other receivables |
20 |
81 |
67 |
|
Cash and cash equivalents |
21 |
318 |
371 |
|
Current assets |
|
399 |
438 |
|
Total assets |
|
23,906 |
21,611 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
22 |
438 |
602 |
|
Borrowings |
23 |
- |
21 |
|
Total current liabilities |
|
438 |
623 |
|
Non-current liabilities |
|
|
|
|
Borrowings |
23 |
1,557 |
- |
|
Derivative financial liability |
23 |
230 |
- |
|
Total non-current liabilities |
|
1,787 |
- |
|
Total liabilities |
|
2,225 |
623 |
|
|
|
|
|
|
Net assets |
|
21,681 |
20,988 |
|
Equity |
|
|
|
|
Share Capital |
24 |
1,513 |
1,271 |
|
Share Premium |
24 |
21,860 |
19,770 |
|
Warrants reserve |
25 |
1,499 |
1,420 |
|
Share-based payments reserve |
|
2,218 |
- |
|
Foreign exchange reserve |
|
28 |
30 |
|
Accumulated deficit |
|
(5,451) |
(1,529) |
|
Equity attributable to owners of the parent |
|
21,667 |
20,962 |
|
Non-controlling interests |
26 |
14 |
26 |
|
Total equity |
|
21,681 |
20,988 |
The accompanying notes form an integral part of this consolidated financial statements.
Consolidated Statement of Changes in Equity
For the period ended 30 June 2023
Attributable to equity holders of the Company
|
|
Share capital |
Share Premium |
Warrants reserve |
Share-based payments reserve |
Foreign exchange reserve |
Accumulated deficit |
Equity |
Non-controlling interests |
Total Equity |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
At incorporation on 9 June 2021 |
50 |
- |
- |
- |
- |
- |
50 |
- |
50 |
|
Loss for the period |
- |
- |
- |
- |
- |
(1,782) |
(1,782) |
(3) |
(1,785) |
|
Exchange gain on translation of foreign operations |
- |
- |
- |
- |
30 |
(3) |
27 |
3 |
30 |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
30 |
(1,785) |
(1,755) |
- |
(1,755) |
|
Issue of share capital |
1,221 |
22,738 |
- |
- |
- |
- |
23,959 |
- |
23,959 |
|
Share issue costs |
- |
(1,312) |
- |
- |
- |
- |
(1,312) |
- |
(1,312) |
|
Warrants issued |
- |
(1,656) |
1,656 |
- |
- |
- |
- |
- |
- |
|
Warrants exercised |
- |
- |
(236) |
- |
- |
236 |
- |
- |
- |
|
Part disposal of subsidiary |
- |
- |
- |
- |
- |
20 |
20 |
26 |
46 |
|
Balance at 30 June 2022 |
1,271 |
19,770 |
1,420 |
- |
30 |
(1,529) |
20,962 |
26 |
20,988 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
(3,908) |
(3,908) |
(12) |
(3,920) |
|
Exchange loss on translation of foreign operations |
- |
- |
- |
- |
(2) |
(14) |
(16) |
- |
(16) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
(2) |
(3,922) |
(3,924) |
(12) |
(3,936) |
|
Issue of share capital |
242 |
2,148 |
- |
- |
- |
- |
2,390 |
- |
2,390 |
|
Share issue costs |
- |
(58) |
- |
- |
- |
- |
(58) |
- |
(58) |
|
Warrants issued |
- |
- |
79 |
- |
- |
- |
79 |
- |
79 |
|
Share-based payment charge |
- |
- |
- |
2,218 |
- |
- |
2,218 |
- |
2,218 |
|
Balance at 30 June 2023 |
1,513 |
21,860 |
1,499 |
2,218 |
28 |
(5,451) |
21,667 |
14 |
21,681 |
The accompanying notes form an integral part of this consolidated financial statements
Consolidated Statement of Cash Flows
For the period ended 30 June 2023
|
|
|
2023 |
2022 |
|
|
Notes |
£000 |
£000 |
|
Cash flows from operating activities |
|
|
|
|
Loss before taxation |
|
(3,920) |
(1,785) |
|
Adjustments for: |
|
|
|
|
Depreciation |
14 |
1 |
3 |
|
Finance income |
|
(196) |
- |
|
Gain on derivative financial liability |
|
(128) |
- |
|
Finance charges |
|
394 |
- |
|
Share option charge |
|
2,218 |
- |
|
Foreign exchange movements |
|
9 |
(4) |
|
Net cashflow before changes in working capital |
|
(1,622) |
(1,786) |
|
|
|
|
|
|
Movement in receivables |
|
(60) |
(21) |
|
Movement in payables |
|
(166) |
423 |
|
Net cash (used in) operating activities |
|
(1,848) |
(1,384) |
|
Cash flows from investing activities |
|
|
|
|
Acquisition of subsidiaries net of cash |
17 |
- |
26 |
|
Purchase of property, plant and equipment |
14 |
- |
(4) |
|
Exploration expenditure |
15 |
(420) |
(892) |
|
Loan to associate |
19 |
(1,172) |
(4,538) |
|
Proceeds from sale of investment in subsidiary |
|
- |
860 |
|
Net cash used in investing activities |
|
(2,132) |
(4,548) |
|
Cash flows from financing activities |
|
|
|
|
Issue of share capital |
|
1,310 |
1,550 |
|
Cost of issue of shares |
|
(58) |
(430) |
|
Proceeds from exercise of warrants |
|
- |
788 |
|
Proceeds of borrowing |
|
2,760 |
5,193 |
|
Finance expense |
|
(85) |
- |
|
Cost of procuring convertible loan notes |
|
- |
(798) |
|
Net cash generated from financing activities |
|
3,927 |
6,303 |
|
Net change in cash and cash equivalents during the period |
|
(53) |
371 |
|
Cash at the beginning of period |
|
371 |
- |
|
Cash and cash equivalents at the end of the period |
|
318 |
371 |
The accompanying notes form an integral part of this consolidated financial statements.
Company Statement of Financial Position
As at 30 June 2023
|
|
Notes |
2023 |
2022 |
|
|
|
£000 |
£000 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
14 |
2 |
2 |
|
Investment in subsidiaries |
17 |
14,905 |
14,905 |
|
Trade and other receivables |
20 |
1,365 |
1,504 |
|
Financial investments |
16 |
1,219 |
- |
|
Investment in associates |
18 |
- |
- |
|
Loans to associates |
19 |
6,493 |
4,538 |
|
Total non-current assets |
|
23,984 |
20,949 |
|
Current assets |
|
|
|
|
Trade and other receivables |
20 |
81 |
71 |
|
Cash and cash equivalents |
21 |
- |
199 |
|
Current assets |
|
81 |
270 |
|
Total assets |
|
24,065 |
21,219 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
22 |
402 |
447 |
|
Total current liabilities |
|
402 |
447 |
|
Non-current liabilities |
|
|
|
|
Borrowings |
23 |
1,557 |
- |
|
Derivative financial liability |
23 |
230 |
- |
|
Total non-current liabilities |
|
1,787 |
- |
|
Total liabilities |
|
2,189 |
447 |
|
|
|
|
|
|
Net assets |
|
21,876 |
20,772 |
|
|
|
|
|
|
Equity |
|
|
|
|
Share Capital |
24 |
1,513 |
1,271 |
|
Share Premium |
24 |
21,860 |
19,770 |
|
Warrants reserve |
25 |
1,499 |
1,420 |
|
Share-based payments reserve |
|
2,218 |
- |
|
Accumulated deficit |
|
(5,214) |
(1,689) |
|
Total equity |
|
21,876 |
20,772 |
The Company profit and loss account has been approved by the Directors, and the use of the exemption under s408 of the Companies Act has been applied to not publish an individual Statement of Comprehensive Income. Losses for the Company for the period ended 30 June 2023 were £3,525k.
These financial statements were approved and authorised for issue by the Board of Directors on 30 October 2023 and were signed on its behalf by: Robin Brundle
The accompanying notes form an integral part of the company financial statements.
Company Statement of Changes in Equity
For the period ended 30 June 2023
|
|
Share capital £000 |
Share Premium £000 |
Warrants reserve £000 |
Share-based payments reserve £000 |
Accumulated deficit £000 |
Total equity £000 |
|
At incorporation on 9 June 2021 |
50 |
- |
- |
- |
- |
50 |
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
(1,925) |
(1,925) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(1,925) |
(1,925) |
|
|
|
|
|
|
|
|
|
Issue of share capital |
1,221 |
22,738 |
- |
- |
- |
23,959 |
|
Share issue costs |
- |
(1,312) |
- |
- |
- |
(1,312) |
|
Warrants issued |
- |
(1,656) |
1,656 |
- |
- |
- |
|
Warrants exercised |
- |
- |
(236) |
- |
236 |
- |
|
Balance at 30 June 2022 |
1,271 |
19,770 |
1,420 |
- |
(1,689) |
20,772 |
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
(3,525) |
(3,525) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(3,525) |
(3,525) |
|
|
|
|
|
|
|
|
|
Issue of share capital |
242 |
2,148 |
- |
- |
- |
2,390 |
|
Share issue costs |
- |
(58) |
- |
- |
- |
(58) |
|
Warrants issued |
- |
- |
79 |
- |
- |
79 |
|
Share-based payment charge |
- |
- |
- |
2,218 |
- |
2,218 |
|
Balance at 30 June 2023 |
1,513 |
21,860 |
1,499 |
2,218 |
(5,214) |
21,876 |
The accompanying notes form an integral part of the company financial statements.
Company Statement of Cash Flows
For the period ended 30 June 2023
|
|
|
2023 |
2022 |
|
|
Notes |
£000 |
£000 |
|
Cash flows from operating activities |
|
|
|
|
Loss before taxation |
|
(3,525) |
(1,925) |
|
Adjustments for: |
|
|
|
|
Depreciation |
14 |
- |
1 |
|
Impairment loss |
|
- |
462 |
|
Finance income |
|
(236) |
- |
|
Gain on derivative financial liability |
|
(128) |
- |
|
Finance charges |
|
394 |
- |
|
Share option charge |
|
2,218 |
- |
|
Management fees charged to group companies |
|
(404) |
- |
|
Gain on sale of investment in subsidiary |
|
5 |
(20) |
|
Net cashflow before changes in working capital |
|
(1,676) |
(1,482) |
|
|
|
|
|
|
Movement in receivables |
|
(413) |
(21) |
|
Movement in payables |
|
(26) |
527 |
|
Net cash (used in) operating activities |
|
(2,115) |
(976) |
|
Cash flows from investing activities |
|
|
|
|
Purchase of property plant and equipment |
14 |
- |
(3) |
|
Acquisition of subsidiary |
17 |
- |
(20) |
|
Loans to associates |
19 |
(1,712) |
(4,538) |
|
Loans to subsidiaries |
20 |
(299) |
(1,427) |
|
Proceeds from sale of investment in subsidiary |
|
- |
860 |
|
Net cash used in investing activities |
|
(2,011) |
(5,128) |
|
Cash flows from financing activities |
|
|
|
|
Issue of share capital |
24 |
1,310 |
1,550 |
|
Cost of issue of shares |
24 |
(58) |
(430) |
|
Proceeds from exercise of warrants |
25 |
- |
788 |
|
Proceeds of borrowing |
|
2,760 |
5,193 |
|
Finance expense |
|
(85) |
|
|
Cost of borrowing |
|
- |
(798) |
|
Net cash generated from financing activities |
|
3,927 |
6,303 |
|
Net change in cash and cash equivalents during the period |
|
(199) |
199 |
|
Cash at the beginning of period |
|
199 |
- |
|
Cash and cash equivalents at the end of the period |
21 |
- |
199 |
|
|
|
|
|
The accompanying notes form an integral part of the company financial statements.
Notes to financial statements
1. General information
Technology Minerals Plc (the 'Company') is a public limited company incorporated and domiciled in England under the Companies Act with registration number 13446965. The Company is listed on the main market of the London Stock Exchange. The Company's registered office is 18 Savile Row, London, England, W1S 3PW.
2. Basis of preparation
The principal accounting policies, methods of computation and presentation used in the preparation of the consolidated financial information are shown below. The policies have been consistently applied to all the years presented, unless otherwise stated.
As the Company was incorporated on 9 June 2021 and the Group formed on 17 November 2021, the comparative period reported covers the periods from 9 June 2021 to 30 June 2022.
Technology Minerals Plc's consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. All amounts are rounded to nearest thousand.
There have been no changes to the reported figures as a result of any new reporting standards or interpretations.
Basis of preparation
The Group's financial statements have been prepared in accordance with UK adopted international accounting standards (IFRSs) in conformity with the requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.
Prior year restatement
Subsequent to the approval of the 2022 financial statements, the Board carried out a review of the prior year acquisition of 100% of the issued share capital of Emperium 1 Holdings Corporation (Emperium), LRH Resources Limited and its wholly owned subsidiary Asturmet Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore Energy Limited (OEL) and its wholly owned subsidiary Technology Minerals Cameroon (TMC).
The Board concluded that the acquisition had been incorrectly treated as a business combination and should instead have been recognised as an asset acquisition. Consequently, the prior year has been restated resulting in the elimination of goodwill and a corresponding deferred tax liability of £2,891k, with no change in net assets. See note 29. There is no third statement of financial position due to the error solely relating to the prior year and also the length of time that the Company has been established.
Going Concern
On 18 November 2021 the Group obtained a Standard Listing on the LSE raising gross proceeds of £1.5 million before expenses. Subsequently, warrant exercises raised a further £0.8 million and the Group raised £0.9 million from the sale of a 10% interest in one of its minerals exploration assets. Since then, the Company has been successful in raising additional funding by share placements, convertible bonds and convertible loan notes totalling £5.2 million including £0.7 million raised in September 2023. Funds raised include £1.06 million drawn under a £4 million convertible bond facility with the balance available to be drawn if so required. The Company also believes that, with the securing of Environmental Agency permitting for Recyclus' first Li-ion recycling plant and its achievement of commercial production, repayments of loans made to Recyclus by the Company will occur in the 2023 calendar year.
The Directors have a reasonable expectation that the Group's and Company's cash resources will be adequate to enable them to meet their planned expenditure for at least 12 months from the date of approval of these consolidated financial statements. In determining this expectation, the directors have considered their ability to raise additional funds should they be required, as well as the likelihood and timing of Recyclus Group loan repayments being received.
Although the Directors have been successful in raising finance in the past, no assurance can be given that funding will be available when it is required in future, or that it will be available on acceptable terms. Whilst the Directors are confident that the Recyclus Group will commence revenue generation in the current calendar year this is not a certainty and as a result of Recyclus being pre-revenue it does not yet have a strong track record of repaying its loans to the Company. In view of the foregoing whilst the Directors are confident of the Company's ability to raise finance and Recyclus' ability to generate returns, the Directors consider that a material uncertainty exists as to the Group's and the Company's ability to continue as a going concern.
Having carefully considered the foregoing, the Directors nonetheless maintain their reasonable expectation that the Group and the Company will be able to meet its planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and the consolidated financial statement have therefore been prepared on a going concern basis.
In reaching this conclusion, the Board has considered the magnitude of potential impacts resulting from uncertain future events or changes in conditions, the likelihood of their occurrence and the likely effectiveness of mitigating actions that the Directors would consider undertaking.
The Board continues to monitor the impact of global conflict, including the Ukraine war, on the ability of the Group and the Company to pursue the strategy and will make appropriate changes should they be required. There is not considered to be any material impacts on the financial position or results of the Company or the Group as a result of the global conflict at the reporting date.
The auditors have made reference to going concern by way of a material uncertainty within their audit report.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company its subsidiaries as if they formed a single entity. Subsidiaries are entities over which the Group has control. Control exists when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
On acquisition, in the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values if acquiring a business or assigned a carrying amount based on relative fair value if acquiring an asset. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Group financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the Company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Acquisitions and disposals of non-controlling interests in subsidiaries that do not result in a loss of control are accounted as transactions within equity. The difference between the fair value of the consideration paid or received and the amount by which the non-controlling interests are adjusted is recognised in equity and attributed to equity holders of the parent company.
3. New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 July 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in this financial information:
|
Standards/interpretations |
Application |
Effective from |
|
IAS 12 amendments |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
1 January 2023 |
|
IAS 1 amendments |
Materiality of Accounting Policy Disclosure |
1 January 2023 |
|
IAS 1 |
Presentation of Financial Statements |
1 January 2023 |
|
IFRS 17 |
Insurance Contracts |
1 January 2023 |
|
IAS 8 amendments |
Definition of accounting estimates |
1 January 2023 |
|
IAS 1 amendments |
Presentation of Financial Statements |
1 January 2024 |
|
IAS 1 amendments |
Non-current liabilities with covenants |
1 January 2024 |
|
IFRS 16 (Amendments) |
Lease liability in a sale and leaseback |
1 January 2024 |
Financial instruments
Financial assets
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value through profit or loss;
• those to be measured at amortised cost; and
• those to be measured at fair value through other comprehensive income (FVTOCI).
The classification depends on the business model for managing the financial assets and the contracted terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following criteria are met:
• the asset is held within a business model whose objective is to collect contracted cash flows; and
• the contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the consolidated income statement.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the consolidated income statement.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value. Subsequently, they are measured at fair value with net changes in fair value recognised in other comprehensive income. Gains and losses on these financial assets are never recycled to profit or loss.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets is determined based on the fair value hierarchy which prioritises the inputs to valuation techniques used to measure fair value into three broad levels:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
· Level 3: Unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined based on the lowest level input that is significant to the entire measurement.
Financial liabilities
Basic financial liabilities, being trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. The Company does not hold or issue derivative financial instruments.
Investment in subsidiaries
Investments in subsidiaries are initially measured as cost and reviewed for impairment at each reporting period. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained up to the date that control ceases.
Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Investment in associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.
Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the consolidated statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.
Financial statements of operations
The assets and liabilities of operations, including goodwill and fair value adjustments arising on consolidation, are translated to Pound Sterling at exchange rates ruling at the date of the consolidated statement of financial position. The revenues and expenses of operations are translated to Pound Sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income. They are reclassified to profit or loss upon disposal.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are reclassified to the profit or loss as part of the profit or loss on disposal.
Current and deferred income tax
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Earnings per share
The Group presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. As the Company has not generated a net profit for either the reporting period or the prior year, diluted EPS is not stated.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.
Office equipment is depreciated straight line over three years.
Intangible assets
Intangible assets not acquired as part of an asset acquisition are initially carried at cost. The consideration paid is allocated to assets and liabilities acquired based on their relative fair values, with transaction costs capitalised. No gain or loss is recognised.
Intangible assets acquired as part of a business combination, and separately recognised from goodwill, are capitalised and measured at their fair value at the date of acquisition.
Consideration paid in the form of equity instruments is measured by reference to the fair value of the asset acquired. The fair value of the assets acquired would be measured at the point control is obtained.
Exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences. Mineral evaluation and exploration costs which are capitalised as intangible assets include costs of licence acquisition, technical services and studies, exploration drilling and testing and appropriate technical and administrative. Exploration costs are capitalised as intangible assets pending the determination of the feasibility and the commercial viability of the project.
When the decision is taken to develop a mine, the related intangible assets are transferred to mines under development within property, plant and equipment and the exploration and evaluation costs are amortised over the estimated life of the project, upon commercial production. Prior to reclassification to property, plant and equipment exploration and evaluation assets are assessed for impairment and any impairment loss is recognised immediately in the statement of comprehensive income.
Where a project is abandoned or is determined not economically viable, the related costs are written off.
The recoverability of deferred exploration and evaluation costs is dependent upon a number of factors common to the natural resource sector. These include the extent to which the Company can establish mineral reserves on its properties, the ability of the Company to obtain necessary financing to complete the development of such reserves and the future profitable production or proceeds from the disposition thereof.
Impairment of non-financial assets
The carrying amounts of the Group's assets are reviewed at the date of each consolidated statement of financial position to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Impairment is measured by comparing the carrying values of the asset with its recoverable amount. The recoverable amount of the asset is the higher of the asset's fair value less costs to sell and its value-in-use, which is measured by reference to discounted future cash flow.
An impairment loss is recognised in the income statement immediately.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Trade and other receivables
Trade and other receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.
Trade and other payables
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest bearing debt facilities are initially recognised at fair value, net of directly attributable transaction costs. Transaction costs are recognised in the income statement on a straight-line basis over the term of the facility.
Borrowings with embedded derivative liability
Convertible debt with an embedded derivative liability pertains to borrowing where the holder has the right to convert the debt into a variable number of shares of the Company or a variable cash amount, such that the conversion feature does not meet the definition of equity under IAS 32 'Financial Instruments: Presentation'.
The convertible debt is initially recognised at its fair value, which is typically the proceeds received, net of transaction costs directly attributable to the issuance of the instrument.
Subsequent measurement
· Liability Component (Host Contract): After initial recognition, the liability component of the convertible debt (excluding the embedded derivative) is measured at amortised cost using the effective interest method. Interest expense, as calculated using the effective interest rate, is recognised in profit or loss.
· Embedded Derivative Liability: The embedded derivative is measured at fair value with changes in fair value recognised immediately in profit or loss. The derivative is revalued at each reporting date.
Conversion
· If the conversion option is exercised, the carrying amount of the liability component and the fair value of the embedded derivative at the date of conversion are transferred to equity, assuming the shares are issued. Any difference between the combined carrying amount and the number of shares issued multiplied by the share price at the conversion date is recognised in profit and loss.
· If the bondholders choose not to convert and the debt matures, the embedded derivative is derecognised and settled together with the host contract.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity and rank in full for all dividends or other distributions declared, made or paid on the ordinary share capital of the Company.
Share capital account represents the nominal value of the ordinary shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Warrant reserve represents equity-settled share-based payments made to third parties until such warrants are exercised. Only equity-settled share-based payments that will be settled by the Company exchanging a fixed amount of cash (or another financial asset) for a fixed number of its own equity instruments will be included in the Warrant reserve.
Share-based payment reserve represents equity-settled share-based payments made to directors and employees until such share-based payments are exercised.
Foreign exchange reserve represents:
· differences arising on the opening net assets retranslation at a closing rate that differs from opening rate; and
· differences arising from retranslating the income statement at exchange rates at the dates of transactions at average rates and assets and liabilities at the closing rate.
Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.
Warrants
The Company estimates the fair value of the future liability relating to issued warrants using the Black-Scholes pricing model considering the terms and conditions upon which the warrants were issued.
Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the warrants.
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of Black-Scholes model. Where the value of the goods or services received in exchange for the share-based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to "Share-based payments reserve".
Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting or if the share options vest but are not exercised.
When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to accumulated profit and loss reserve.
4. Financial risk
The following represent the key financial risks that the Company faces:
Financial risk factors
The Company's operations exposed it to a variety of financial risks that had included the effects of credit risk, liquidity risk and interest rate risk. The Company had in place a risk management programme that attempted to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs. The Company did not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting was applied.
Given the size of the Company, the Directors did not delegate the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board of Directors were implemented by the Company's finance department:
(a) Credit risk
The Company's credit risk was primarily attributable to its trade receivables balance. The amounts presented in the statement of financial position are net of allowances for impairment;
(b) Liquidity risk
Liquidity risk was the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's financial liabilities included its trade and other payables shown in Note 22;
(c) Interest rate cash flow risk
The Company had interest-bearing assets. Interest-bearing assets comprised cash balances and unsecured loans, which earned interest at floating rates. See note 27.
Capital risk management
The Company monitors capital which comprises all components of equity (i.e., share capital, share premium and retained earnings/losses).
5. Critical accounting estimates and judgements
The preparation of the financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Information about such judgements and estimates are contained in the accounting policies and/or the notes to the consolidated financial statements. Areas of judgement that have the most significant effect on the amounts recognised in the consolidated financial statements are as follows:
Recyclus Accounted for as an Associated Company
The Company, considering IFRS 28 "Accounting for Associates", has determined that whilst it does have significant influence over Recyclus it does not control and direct it, and the directors of Recyclus who are also directors of the Company are excluded from any Company decisions relating to Recyclus. Therefore the Company believes that it is reasonable to account for Recyclus as an associated company.
Valuation of warrants and share options - see note 24
The Company estimates the fair value of the future liability relating to issued warrants and share options using the Black-Scholes pricing model taking into account the terms and conditions upon which the warrants and share options were issued, if the warrant or share option was granted on its own.
Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the warrants.
Share options are expensed in accordance with their vesting conditions.
Loan to associate- see note 19
Determination as to whether, the loan to associate is recoverable involves management estimates and judgement. Management uses discounted cashflow forecasts of the associate to determine whether an impairment of the loan is required. The Company has considered a range of sensitivities in respect of sales, cost of sales and discount rates and has assumed that the relevant environmental permits will be issued to enable the achievement of sales. The Company has concluded that there is considerable headroom over the carrying value of the loan provided commercial production can be achieved.
Unquoted financial assets - see note 16
The Company holds certain unquoted investments which are held at fair value through other comprehensive income in the financial statements. The determination of whether the carrying amount of these investments, currently being cost, approximates their fair value requires significant estimates and judgments by management. The following describes the basis and considerations made by management in this determination:
Operating activities and future plans of the Investee: Management reviewed the operating activities and future plans of the investees. The information provided evidence to support the view that the fair value has not significantly changed from cost.
Market and Economic Indicators: Management considered relevant market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments.
Impairment Indicators: Management continuously evaluates for any indications of impairment. If there were any external or internal indicators suggesting that the investment might be impaired, a detailed impairment assessment would be undertaken.
Based on the above considerations and the information available, management believes that the carrying amount of the unquoted investments in the financial statements approximates their fair value as of 30 June 2023, being cost. However, given the inherent uncertainties and the lack of a liquid market for these investments, the actual value realised in a sale or immediate transaction could differ from the carrying amount.
Impairment of exploration and evaluation costs - see note 15
Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates. Management uses the following triggers to assess whether impairment has occurred (the list is not exhaustive):
• The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed.
• Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.
• Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.
• Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full on successful development or by sale.
The Management used the above triggers to evaluate each mineral exploration licence held by the group and determined carrying value of the mineral exploration licences did not need to be impaired.
6. Operating Segments
In accordance with IFRS 8 'Operational Segments,' the Group determines and presents operating segments based on the information that is provided internally to the Executive Directors, who are the Group's chief operating decision makers ("CODM"). The operating segments are aggregated if they meet certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, and is:
a) Expected to generate revenues and incur expenses.
b) Regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.
c) For which discrete financial information is available.
Based on the above criteria, the Group has identified its reportable segments as:
· Mineral Exploration: This segment is engaged in the exploration and assessment of mineral deposits.
· Battery Recycling: This segment is involved in the recycling of batteries to recover valuable materials.
· Other: This segment includes expenditure, corporate assets and corporate liabilities that are managed on a group basis, including the loan to its associate undertaking, Recyclus Group Ltd.
Measurement:
The CODM assesses the performance of the operating segments based on a measure of operating profit/loss. Interest income and expenditure are not included in the results for each operating segment that is reviewed by the CODM.
Below is a summary of the Group's results, assets and liabilities by reportable segment as presented to the Executive Board.
|
|
Mineral exploration |
Battery recycling |
Other |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Year ended 30 June 2023: |
|
|
|
|
|
Operating expenses |
(281) |
- |
(3,639) |
(3,920) |
|
Total segment operating loss |
(281) |
- |
(3,639) |
(3,920) |
|
|
|
|
|
|
|
Year ended 30 June 2022: |
|
|
|
|
|
Operating expenses |
(130) |
- |
(1,655) |
(1,785) |
|
Total segment operating loss |
(130) |
- |
(1,655) |
(1,785) |
|
|
|
|
|
|
|
Total segment assets |
|
|
|
|
|
At 30 June 2023 |
15,359 |
- |
8,547 |
23,906 |
|
At 30 June 2022 (restated) |
15,681 |
- |
5,930 |
21,611 |
|
|
|
|
|
|
|
Total segment liabilities |
|
|
|
|
|
At 30 June 2023 |
(37) |
- |
(2,187) |
(2,224) |
|
At 30 June 2022 (restated) |
(111) |
- |
(512) |
(623) |
7. Administrative expenses
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Legal and professional fees |
536 |
816 |
|
Employee benefit expense |
689 |
443 |
|
Share-based payment charge |
2,218 |
- |
|
Advertising and marketing |
312 |
341 |
|
Audit and Tax |
65 |
76 |
|
Depreciation |
1 |
3 |
|
Other administrative expenses |
35 |
55 |
|
|
3,856 |
1,734 |
8. Auditors' remuneration
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
|
|
|
|
Fees payable for the audit of the Group |
65 |
47 |
|
Fees payable for non-audit services - reporting accountant |
- |
35 |
|
|
65 |
82 |
In December 2022, the Company appointed PKF Littlejohn LLP as auditors to the Company. The fees in the prior year column relate to fees paid to the previous auditors.
9. Employees and Directors
During the period key management personnel were the Directors of the Company.
The average number of persons employed by the Company during the year (including Directors that receive remuneration) was five (2022: 5).
Chang Oh Turkmani does not receive salary or fees in respect of her services as a director of the Company.
The following table sets out the total employee and Director costs.
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Director and consulting fees |
605 |
473 |
|
Wages and salaries |
6 |
18 |
|
Social security costs |
78 |
41 |
|
|
689 |
531 |
The Directors' remuneration is set out in the Directors' Remuneration Report on page 47 of the Annual Report.
10. Other income
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Management fees |
47 |
45 |
11. Finance income and other finance costs
|
Finance income |
2023 |
2022 |
|
£000 |
£000 |
|
|
Interest charged to related parties |
196 |
- |
|
Fair value movement on derivative financial liability |
128 |
- |
|
|
324 |
- |
|
Finance charges |
2023 |
2022 |
|
£000 |
£000 |
|
|
Interest payable |
72 |
- |
|
Amortisation of loan fees |
163 |
- |
|
Unwinding of discount on convertible loans |
159 |
- |
|
|
394 |
- |
12. Taxation
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Current tax |
- |
- |
|
Deferred tax |
- |
- |
|
Total income tax expense |
- |
- |
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Loss for the year/period |
(3,920) |
(1,785) |
|
|
|
|
|
Tax using the Company's domestic tax rate 20.5% (19%) |
(804) |
(339) |
|
Effect of non-deductible expenses |
455 |
2 |
|
Utilisation of tax losses |
- |
- |
|
Differences in overseas tax rates |
(2) |
2 |
|
Tax losses carried forward |
351 |
335 |
|
Total tax expense |
- |
- |
Effective tax rate
The effective tax rate was 20.5% (2022: 19%). Tax charges are affected by the mix of profits and tax jurisdictions in which the Group operates. The impact of unrecognised tax losses and non-deductible items increases the Group's overall effective tax rate.
At the period end, the Group had estimated tax losses of £5,037,000 (2022: £3,365,000) available for carry forward against future trading profits. As legislation has been enacted whereby the corporation tax rate is 25% from April 2023, the tax losses would have resulted in an additional deferred tax asset of £1,259,000(2022: £841,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.
13. Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
|
|
2023 |
2022 |
|
£000 |
£000 |
|
|
Loss from continuing operations attributable to equity holders of the company |
(3,920) |
(1,785) |
|
Weighted average number of ordinary shares in issue |
1,344,710,781 |
785,135,966 |
|
|
|
|
|
Basic and fully diluted loss per share from continuing operations in pence |
(0.29) |
(0.23) |
14. Property, plant and equipment - Group
|
Cost |
|
Office equipment £000 |
Total £000 |
|
9 June 2021 |
|
- |
- |
|
Additions |
|
8 |
8 |
|
30 June 2022 |
|
8 |
8 |
|
Additions |
|
- |
- |
|
30 June 2023 |
|
8 |
8 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
9 June 2021 |
|
- |
- |
|
Depreciation charge |
|
3 |
3 |
|
30 June 2022 |
|
3 |
3 |
|
Depreciation charge |
|
1 |
1 |
|
30 June 2023 |
|
4 |
4 |
|
|
|
|
|
|
Net book value 30 June 2023 |
|
4 |
4 |
|
Net book value 30 June 2022 |
|
5 |
5 |
Additions during the period include £nil (2022: £4,000) of office equipment from the acquisition of Techmin Limited.
Property, plant and equipment - Company
|
Cost |
|
Office equipment £000 |
Total £000 |
|
9 June 2021 |
|
- |
- |
|
Additions |
|
3 |
3 |
|
30 June 2022 |
|
3 |
3 |
|
Additions |
|
- |
- |
|
30 June 2023 |
|
3 |
3 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
9 June 2021 |
|
- |
- |
|
Depreciation charge |
|
1 |
1 |
|
30 June 2022 |
|
1 |
1 |
|
Depreciation charge |
|
- |
- |
|
30 June 2023 |
|
1 |
1 |
|
|
|
|
|
|
Net book value 30 June 2023 |
|
2 |
2 |
|
Net book value 30 June 2022 |
|
2 |
2 |
15. Intangible assets (restated)
|
Cost |
Mineral exploration £000 |
Total £000 |
|
9 June 2021 |
- |
- |
|
Acquisition (restated) |
14,477 |
14,477 |
|
Additions |
1,746 |
1,746 |
|
Disposals |
(814) |
(814) |
|
30 June 2022 (restated) |
15,409 |
15,409 |
|
Additions |
420 |
420 |
|
FX |
(40) |
(40) |
|
Disposals |
- |
- |
|
30 June 2023 |
15,789 |
15,789 |
|
Accumulated amortisation |
|
|
|
9 June 2021 and 1 July 2022 |
- |
- |
|
Amortisation |
- |
- |
|
30 June 2023 |
- |
- |
|
|
|
|
|
Net book value 30 June 2023 |
15,789 |
15,789 |
|
Net book value 30 June 2022 (restated) |
15,409 |
15,409 |
See note 17 for further details on the mineral resource exploration projects acquired through the acquisition of Emperium, LRH Group, TML and Onshore Energy Limited ("OEL") in 2022. As stated in note 29, a prior year adjustment has been recognised in order to treat the transaction as an asset acquisition rather than a business combination.
On 20 May 2022, the Company sold 10% interest in Emperium, for a cash consideration of £860,000. The difference between the cash consideration received and the reduction in intangible assets is recognised in the consolidated statement of comprehensive income.
16. Financial assets measured at Fair Value through Other Comprehensive Income
The Group holds certain equity investments that are not held for trading purposes. Management has elected to classify these investments as being measured at fair value through other comprehensive income ("FVOCI") because these equities represent investments that the Group intends to hold for the foreseeable future for strategic purposes.
|
|
|
Group £000 |
Company £000 |
|
9 June 2021 |
|
- |
- |
|
Additions |
|
1,221 |
- |
|
Fair value gains/(losses) recognised in OCI |
|
- |
- |
|
30 June 2022 |
|
1,221 |
- |
|
Additions |
|
- |
1,219 |
|
Fair value gains/(losses) recognised in OCI |
|
- |
- |
|
30 June 2023 |
|
1,221 |
1,219 |
The financial assets at FVOCI are measured based on level three inputs of the fair value hierarchy i.e. unobservable inputs, used when relevant observable inputs are not available. Management determined the fair value by reviewing the operating activities and future plans of the investee and by taking into consideration the market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments. The information provided evidence to support the view that the fair value has not significantly changed from cost.
The additions during the period ended 30 June 2022 were acquired as part of the acquisition of LRH Group and OEL. Additions in the Company during the year ended 30 June 2023 relate to the transfer of investments in OEL to the Company at cost.
17. Investment in subsidiaries
Investment in subsidiaries - Company
|
|
|
Company £000 |
|
1 June 2021 |
|
- |
|
Additions |
|
15,745 |
|
Disposals |
|
(840) |
|
30 June 2022 |
|
14,905 |
|
Additions/disposals |
|
- |
|
30 June 2023 |
|
14,905 |
During the period ended 30 June 2022 10% of Emperium was sold for a cash consideration of £840,000.
As at 30 June 2023, the Company held interests in the following subsidiary companies:
|
Company |
Country of registration |
Proportion held |
Nature of business |
|
Techmin Limited 18 Savile Row, London, England, W1S 3PW |
United Kingdom |
100% |
Mineral exploration |
|
Onshore Energy Limited 18 Savile Row, London, England, W1S 3PW |
United Kingdom |
100% |
Mineral exploration |
|
Emperium 1 Holdings Corporation 10100, Santa Monica Boulevard #300, Century City Los Angeles, CA90067 |
USA |
90% |
Mineral exploration |
|
Technology Minerals Idaho Limited 10100, Santa Monica Boulevard #300, Century City Los Angeles, CA90067 |
USA |
90% |
Mineral exploration |
|
LRH Resources Ltd Unit E, Kells Business Park, Cavan Road, Kells Meath A82 HK12, IRELAND |
Ireland |
100% |
Mineral exploration |
|
Asturmet Recursos S.L. Avenida de Galicia, Oviedo Asturias, SPAIN |
Spain |
100% |
Mineral exploration |
|
Technology Minerals Cameroon Limited PO Box 666 Yaounde Cameroon |
Cameroon |
100% |
Mineral exploration |
18. Investment in associates
In September 2021, the Company acquired 48.35% of a battery-recycling business, Recyclus Group Ltd ("Recyclus") for nil consideration. Under the equity method the initial investment is recognised at cost being nil.
As there are common Directors between Technology Minerals Plc and Recyclus Group Ltd, Technology Minerals Plc is able to influence Recyclus Group Ltd, however, it does not control the Recyclus Group, which has its own operating, technical and financial management, as well as separate financial, human resources and other policies. Recyclus Group Ltd has raised loan and equity funding from third parties, and Technology Minerals Plc does not hold rights to favourable returns from its shareholding in Recyclus Group Ltd under IAS 28 and IFRS 10 criteria. Therefore, management has concluded that its investment in Recyclus is an investment in an associate and it did not control Recyclus as at year ended 30 June 2023. See note 5 for further information.
Summarised financial information for Recyclus (100% basis):
|
Group and Company |
2023 £000 |
2022 £000 |
|
Non-current assets |
4,209 |
3,890 |
|
Current assets |
525 |
521 |
|
Current liabilities |
784 |
719 |
|
Non-current liabilities |
7,832 |
5,847 |
|
Revenue for the year |
33 |
114 |
|
Loss for the year |
(2,405) |
(2,007) |
The Group's share of the reported loss of Recyclus for the year amounts to £1.2m (2022: £1.0m).
As the Group's share of the losses in Recyclus exceeds its interest in the associate, it has not recognised its share of further losses. Once Recyclus subsequently reports profits, the Group will resume recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
There were no significant transactions between the Group and Recyclus other than the loans provided. See note 19.
19. Loans to associates
During the period the Company provided an unsecured loan to Recyclus as follows:
|
|
Group £000 |
Company £000 |
|
9 June 2021 |
- |
- |
|
Loans acquired |
2,909 |
2,909 |
|
Additions |
1,629 |
1,629 |
|
30 June 2022 |
4,538 |
4,538 |
|
Additions |
1,955 |
1,955 |
|
30 June 2023 |
6,493 |
6,493 |
Loans to associates generally bear 2% interest. The loan is repayable in monthly instalments when funds are available.
20. Trade and other receivables
|
|
Group 2023 £000 |
Company 2023 £000 |
Group 2022 £000 |
Company 2022 £000 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Amounts due from subsidiaries |
- |
2,452 |
- |
1,504 |
|
|
- |
2,452 |
- |
1,504 |
|
Current assets |
|
|
|
|
|
Other debtors |
1 |
1 |
15 |
15 |
|
VAT receivable |
27 |
28 |
23 |
27 |
|
Prepayments and accrued income |
53 |
52 |
29 |
29 |
|
|
81 |
81 |
67 |
71 |
In FY2022, the intercompany loan to Techmin Limited included in amounts receivable from subsidiary undertakings was impaired by £462,000 to £746,000, being the amount considered to be recoverable.
Cash and cash equivalent
|
|
Group 2023 £000 |
Company 2023 £000 |
Group 2022 £000 |
Company 2022 £000 |
|
|
|
|
|
|
|
Cash and cash equivalents |
318 |
- |
371 |
199 |
|
|
318 |
- |
371 |
199 |
£46,000 of cash contributions were made by the subsidiaries acquired during the period ended 30 June 2022.
The majority of the Group's funds are held with Revolut Ltd, which is authorised to issue e-money by the Financial Conduct Authority under the Electronic Money Regulations 2011. Revolut Ltd is not recognised as a bank in the UK.
21. Trade and other payables
|
|
Group 2023 £000 |
Company 2023 £000 |
Group 2022 £000 |
Company 2022 £000 |
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
230 |
200 |
449 |
310 |
|
Taxation and social security |
106 |
104 |
71 |
71 |
|
Accruals |
102 |
98 |
82 |
66 |
|
|
438 |
402 |
602 |
447 |
|
Non-current liabilities |
|
|
|
|
|
Amounts due to subsidiaries |
- |
1,087 |
- |
- |
|
|
- |
1,087 |
- |
- |
22. Borrowings and derivative financial liabilities
|
|
Group 2023 £000 |
Company 2023 £000 |
Group 2022 £000 |
Company 2022 £000 |
|
|
|
|
|
|
|
Amount owed to third parties |
- |
- |
21 |
- |
|
Convertible loan notes |
1,557 |
1,557 |
- |
- |
|
Total borrowings |
1,557 |
1,557 |
21 |
- |
|
|
|
|
|
|
|
Derivative financial liability |
230 |
230 |
- |
- |
Bond Facility
The bond facility outstanding at the year-end has been accounted for as a financial liability with a related embedded derivative being the fair value of the convertible feature. The host contract is measured at amortised cost and the derivative at fair value through profit and loss.
On 9 December 2022, the Company entered into a £4.0 million convertible bond facility with Macquarie Bank Limited ("MBL") and Atlas Capital Markets LLC ("ACM").
Under the Facility, MBL and ACM provided access to a £4.0 million convertible bond facility with a coupon of 5% per annum over the SONIA rate, payable quarterly in cash or in shares at the Company's discretion. The Facility could be drawn in eight tranches of up to £500,000 with each tranche being called at the Company's discretion once the previous tranche had been fully converted and subject to certain conditions. MBL and ACM could purchase the convertible bonds at a fixed price equal to 95% of the principal amount.
MBL and ACM could convert the convertible bonds to Technology Minerals Plc Ordinary shares by issuing a conversion notice with the price set at 90% of the 3-day Volume Weighted Average Price of the Shares, where the three days may be consecutive or not and are selected by MBL or ACM (as applicable) from the 20 days prior to the issue of a conversion notice by MBL or ACM. The convertible bonds had a maturity of two years from issuance.
The Company pays a transaction fee equal to 3% of each tranche (the "Commission"). The Commission is payable in cash and is deducted from the amount payable by MBL or ACM (as applicable) to Technology Minerals Plc for each tranche.
In addition, warrants amounting to 30% of each tranche are attached to each tranche of the convertible bonds. The warrants have a strike price fixed at 30% premium to the Volume Weighted Average Price of the Shares for the five consecutive days prior to the issue date of each tranche. The warrants will expire two years after issuance. See note 25 for further information.
All convertible bonds issued to MBL and ACM were converted by the end of the year and accordingly none of those loan notes were outstanding at 30 June 2023.
Convertible loan notes
On 27 March 2023, the Company announced that it had raised funds which included a £1.7 million convertible loan note ("CLN") with a new high net worth investor. Interest accrues on the CLN at 12% compounding annually, with a repayment date of two years from drawdown. The CLN can be converted at any time by the holder at 3.5 pence per share.
23. Share capital and share premium
|
Group and Company |
Number of ordinary shares of 0.1p |
Share capital £000 |
Share premium £000 |
|
At 1 July 2022 |
1,271,423,593 |
1,271 |
19,770 |
|
Share issue - placings |
123,000,000 |
123 |
1,187 |
|
Share issue - conversion of CLNs |
118,186,302 |
118 |
942 |
|
Share issue - in lieu of services provided |
1,100,000 |
1 |
20 |
|
Share issue - costs |
- |
- |
(59) |
|
At 30 June 2023 |
1,513,709,895 |
1,513 |
21,860 |
The detailed history of the Company's share capital from incorporation to 30 June 2022 is provided in the 2022 Annual Report and Accounts. Transactions related to the year ended 30 June 2023 are as follows:
Placings:
On 9 November 2022 placing of 32,000,000 Ordinary Shares of £0.001 at a price of £0.0125 (Placing Price) per Ordinary Share raising £400,000 before issue costs.
On 31 March 2023 placing of 80,000,000 Ordinary Shares of £0.001 at a price of £0.0100 (Placing Price) per Ordinary Share raising £800,000 before issue costs.
On 10 May 2023 placing of 11,000,000 Ordinary Shares of £0.001 at a price of £0.0100 (Placing Price) per Ordinary Share raising £110,000 before issue costs.
Conversion of CLNs:
Between January and April 2023, total of 118,186,302 Ordinary Shares issued to satisfy conversion of convertible loan notes. See note 22 for further details.
Shares issued to settle outstanding debt:
In November 2022 1,100,000 Ordinary Shares were issued at £0.0189 to settle an outstanding debt of £20,790.
24. Share Based Payments
Warrants
As described in note 23 the Company entered into a £4.0m Bond Facility, drawn down in tranches. Warrants amounting to 30% of each tranche were issued to the lender on the drawdown of each tranche. The Company drew down the following tranches during the year:
|
Date |
Tranche |
Amount |
|
16 December 2022 |
1 |
£500,000 |
|
30 January 2023 |
2 |
£250,000 |
|
24 February 2023 |
3 |
£310,000 |
|
Total |
|
£1.060,000 |
|
|
Tranche 1 |
Tranche 2 |
Tranche 3 |
|
Number of shares that could be acquired on the exercise of the warrant |
6,921,527 |
4,298,980 |
5,494,471 |
|
Fair value of one CLN Warrant |
£0.0053 |
£0.0046 |
£0.0041 |
|
Warrant Share exercise price |
£0.021672 |
£0.017446 |
£0.0169 |
|
Date of grant |
16/12/2022 |
30/1/2023 |
24/2/2023 |
|
Time to maturity, years |
2 |
2 |
2 |
|
Share price |
£0.01525 |
£0.0135 |
£0.01225 |
|
Expected volatility*,% |
78% |
72% |
74% |
|
Expected dividend growth rate,% |
0% |
0% |
0% |
|
Risk-free interest rate (3 year bond),% |
5.00% |
4.24% |
4.81% |
*Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant.
The exercise price of the above warrants is calculated as 130% of VWAP of the company's share price for the preceding five days of each drawdown.
The fair value of the warrants was £79,000 and has been treated as a finance cost of the Bond Facility drawn. This amount was expensed in full during the year, following the conversion of the £1,060,000 into equity.
For the period ended 30 June 2022:
CLN Warrants
Warrants were issued to the holders of the 2021 Convertible Loan Notes (CLN Warrants), that gave them the right to within two years from Admission to subscribe for one Ordinary Share in the Company for each Ordinary Share issued to the loan note holder on conversion of the loan note at Admission, at the Placing Price x 150%.
Placee Warrants
Each placee of the £1.5m share placing on IPO has the right to subscribe for one Ordinary Share in Technology Minerals for each placing share issued to the placee at the Placing Price x 150% exercisable within two years from Admission.
Advisor Warrants
Warrants were issued to the Company's advisors that gave them the right to within two years from Admission to subscribe for Ordinary Shares in the Company at exercise prices of £0.03375 and £0.001.
The fair value of the warrants issued during the year ended 30 June 2023 was calculated using the Black-Scholes mode using the following information:
|
|
CLN Warrants |
Placee and advisor Warrants |
Advisor Warrants |
|
Number of shares that could be acquired on the exercise of the warrant |
306,229,366 |
72,955,554 |
7,333,334 |
|
Fair value of one CLN Warrant |
£0.003937 |
£0.00401 |
£0.02151 |
|
Warrant Share exercise price |
£0.03375 |
£0.03375 |
£0.001 |
|
Date of grant |
29/07/2021 |
17/11/2021 |
17/11/2021 |
|
Time to maturity, years |
2 |
2 |
2 |
|
Share price |
£0.0225 |
£0.0225 |
£0.0225 |
|
Expected volatility*,% |
55% |
55% |
55% |
|
Expected dividend growth rate,% |
0% |
0% |
0% |
|
Risk-free interest rate (3 year bond),% |
0.076% |
0.56% |
0.56% |
*Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant.
The fair value of the warrants was £1,656,199 and was charged to Share premium.
At 30 June 2023, the Company had outstanding warrants to subscribe for Ordinary shares as follows:
|
Warrant exercise price |
Expiry date |
Fair value of individual warrant |
At 01/07/2022 |
Issued |
Exercised |
At 30/06/2023 |
|
£0.03375 |
29/07/2023 |
£0.003937 |
306,229,366 |
- |
- |
306,229,366 |
|
£0.03375 |
17/11/2023 |
£0.00401 |
49,808,280 |
- |
- |
49,808,280 |
|
£0.001 |
17/11/2023 |
£0.02151 |
666,667 |
- |
- |
666,667 |
|
£0.021672 |
16/12/2024 |
£0.0053 |
- |
6,921,527 |
- |
6,921,527 |
|
£0.017446 |
30/01/2025 |
£0.0046 |
- |
4,298,980 |
- |
4,298,980 |
|
£0.0169 |
24/02/2025 |
£0.0041 |
- |
5,494,471 |
- |
5,494,471 |
|
|
|
|
356,704,313 |
16,714,774 |
- |
373,419,087 |
Share options
On 13 April 2023 ("Grant Date"), 128,534,322 share options were issued to Directors and staff. 112,619,136 share options fully vested on the Grant Date. 15,915,186 share options will vest in respect of 1/12 of the shares under option on the Grant Date and quarterly thereafter commencing 1 June 2023.
The fair value of the share options issued during the year ended 30 June 2023 was calculated using the Black-Scholes mode using the following information:
|
|
|
|
2023 share options |
|
Number of shares that could be acquired on the exercise of the warrant |
|
|
128,534,322 |
|
Fair value of one share option |
|
|
£0.0192 |
|
Exercise price |
|
|
£0.02325 |
|
Date of grant |
|
|
13 April 2023 |
|
Time to maturity, years |
|
|
10 |
|
Share price |
|
|
£0.02325 |
|
Expected volatility*,% |
|
|
80% |
|
Expected dividend growth rate,% |
|
|
0% |
|
Risk-free interest rate (10 year bond),% |
|
|
3.45% |
*Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant.
The aggregate fair value of the share options was £2,473,372 of which £2,218,160 was expensed in FY2023.
At 30 June 2023, the Company had outstanding share options to subscribe for Ordinary shares as follows:
|
Exercise price |
Expiry date |
Fair value of individual share option |
At 01/07/2022 |
Issued |
Exercised |
At 30/06/2023 |
|
£0.02325 |
13/04/2033 |
£0.0192 |
- |
128,534,322 |
- |
128,534,322 |
|
|
|
|
- |
128,534,322 |
- |
128,534,322 |
Information on the share options granted to each Director is shown in the remuneration report.
25. Non-controlling interests
Non-controlling interests that are material to the Group are reflected in the table below.
On 20 May 2022 Technology Minerals Plc sold 10% interest in its wholly owned subsidiary Emperium Ltd, a US cobalt/copper projects: the Blackbird Creek Project and Emperium Project (collectively "the Properties"), to Bluebird Metals LLC, taking its ownership down to 90%. The consideration received for the 10% disposal was £860,000.
Summarised below is the financial information for Emperium Ltd, before intragroup eliminations together with amounts attributable to NCI:
|
|
|
2023 £000 |
2022 £000 |
|
Non-current assets |
|
459 |
376 |
|
Current assets |
|
- |
- |
|
Non-current liabilities |
|
- |
- |
|
Current liabilities |
|
(298) |
(119) |
|
Net assets |
|
161 |
257 |
|
Attributable to owners of the parent |
|
147 |
231 |
|
Attributable to non-controlling interests |
|
14 |
26 |
|
Attributable to non-controlling interests |
|
2023 £000 |
2022 £000 |
|
Loss for the year |
|
(12) |
(3) |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
- |
- |
26. Financial risk management
The Group's activities expose it to a variety of financial risks which result from its operating and investing activities; market risk (foreign currency exchange risk), liquidity risk, capital risk and credit risk. These risks are mitigated wherever possible by the Group's financial management policies and practices described below. The Group's financial risk management is carried out by the finance team led by the Chief Financial Officer and under policies approved by the Board. Group finance identifies, evaluates and mitigates financial risks in close co-operation with the Group's senior management team.
Financial instruments by category
|
Group |
Group 2023 £000 |
Company 2023 £000 |
Group 2022 £000 |
Company 2022 £000 |
||
|
Financial assets at amortised costs: |
|
|
|
|
||
|
Trade and other receivables |
81 |
81 |
71 |
71 |
||
|
Cash |
318 |
- |
199 |
199 |
||
|
Loan receivable |
6,493 |
6,493 |
4,538 |
4,538 |
||
|
Financial liabilities at amortised costs: |
|
|
|
|
||
|
Trade and other payables |
438 |
402 |
447 |
447 |
||
|
Borrowings |
1,557 |
1,557 |
- |
- |
||
|
Financial assets at fair value through other comprehensive income: |
|
|
|
|
||
|
Financial assets |
1,221 |
1,219 |
1,221 |
- |
||
Investments in equity instruments at FVTOCI are measured at cost, which is considered to be equal to their fair values.
Capital risk
Capital risk refers to the risk associated with a Company's ability to maintain an appropriate level of capital to support its operations and absorb potential losses.
The Group's objectives when managing capital risk are:
· to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;
· to support the Group's growth; and
· to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes. The Group is not subject to externally imposed capital requirements.
Credit risk
Credit risk refers to the risk that the Group's financial assets will be impaired by the default of a third party (being non-payment within the agreed credit terms). The Group is exposed to credit risk primarily on its cash and cash equivalent balances as set out in note 21 and on its trade and other receivable balances as set out in note 20. The Group's credit risk is primarily attributable to its other receivables, being royalty receivables. It is the policy of the Group to present the amounts in the balance sheet net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and the current economic environment. In certain cases, the Group has the right to audit the reported royalty income.
For banks and financial institutions, only parties with a minimum credit rating of BBB are accepted. The majority of cash is held with Revolut Limited in the UK.
The Directors have considered the credit exposures and do not consider that they pose a material risk at the present time. The credit risk for cash and cash equivalents is managed by ensuring that all surplus funds are deposited only with financial institutions with high quality credit ratings. There are currently no expected credit losses.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations and financial liabilities as and when they fall due. The Group currently has sufficient cash resources to pay the trade and other payables and contingent consideration when they fall due.
|
Future expected payments |
|
|
|||
|
Group |
|
2023 £000 |
2022 £000 |
|
|
|
Trade and other payables within one year |
|
438 |
602 |
|
|
|
Current tax liabilities within one year |
|
- |
- |
|
|
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the United States Dollar (USD) and the Euro (EUR).
w
The following table highlights the major currencies the Group operates in and the movements against the Great British Pound (GBP) during the course of the year:
|
|
Average rate |
Reporting spot rate |
||||
|
|
2023 |
2022 |
Movement |
2023 |
2022 |
Movement |
|
United States Dollar |
1.20 |
1.32 |
(0.12) |
1.27 |
1.22 |
0.05 |
|
Euro |
1.15 |
1.18 |
(0.03) |
1.16 |
1.16 |
- |
The Group's exposure to foreign currency risk based on GBP equivalent carrying amounts of monetary items at the reported date:
|
|
2023 £000 USD |
2023 £000 USD |
2022 £000 USD |
2022 £000 USD |
|
Cash and cash equivalents |
1 |
33 |
- |
20 |
|
Trade and other receivables |
- |
4 |
- |
1 |
|
Trade and other payables |
(8) |
(88) |
(8) |
(105) |
|
Net exposure |
(7) |
(51) |
(8) |
(84) |
The Group does not hedge against foreign exchange movements.
Exchange rate sensitivity
The Group is mainly exposed to foreign exchange risk on the cash balances and trade and other payables denominated in currencies other than GBP as detailed above. A +/- 10% change in the GBP:EUR and GBP:USD rate and the impact of a +/- 10% change on the exchange rates on the translation of foreign subsidiaries into the Group's presentation currency would result in the following changes:
|
|
2023 £000 |
2023 £000 |
2022 £000 |
2022 £000 |
|
|
Profit/(loss) +10%/-10% |
Equity +10%/-10% |
Profit/(loss) +10%/-10% |
Equity +10%/-10% |
|
USD |
(11) / 11 |
16 / (16) |
(1) / 1 |
28 / (28) |
|
EUR |
(18) / 18 |
25 / (25) |
(26) / 26 |
26 / (26) |
27. Related party transactions
Aggregate base salaries paid to the Executive Directors for the year ended 30 June 2023 were £577k (2022: £358k). See note 9 for further details.
The aggregate amount paid to the Non-Executive Directors for services for the year ended 30 June 2023 was £36k (2022: £24k).
During the year the Company provided a loan of £6.5m (2022: £4.5m) to Recyclus Group, an associate. Alex Stanbury and Robin Brundle are each Directors of Recyclus Group Limited. The interest charged on the loan is 2% per annum and the amount charged for the period was £196,000 (2022: £46,000). See notes 18 and 19 for further information.
During the period the Company charged £356,884 (2022: £140,000) for the provision of management services to its subsidiaries.
During the period the Company provided £1,364,000 (2022: £1,504,000) of loans to its subsidiaries. The interest charged on the loans was 2% per annum and the amount charged for the period was £40,075 (2022: £20,000). See note 20.
As at 30 June 2023 amounts receivable from subsidiary undertaking was as follows:
|
Company |
2023 £000 |
2022 £000 |
|
Techmin Limited |
558 |
746 |
|
Onshore Energy Limited |
(1,087) |
170 |
|
Emperium 1 Holdings Corporation |
298 |
119 |
|
Technology Minerals Idaho Limited |
461 |
- |
|
Technology Minerals Camaroon |
241 |
- |
|
LRH Resources Ltd |
362 |
225 |
|
Asturmet Recursos S.L. |
531 |
244 |
|
|
1,364 |
1,504 |
28. Notes supporting statement of cashflows
Significant non-cash transactions from investing activities are as follows:
|
|
2023 £000 |
2022 £000 |
|
Equity consideration for the acquisition of subsidiaries |
- |
15,725 |
|
Equity consideration for the acquisition of mineral resources project |
- |
473 |
|
Shares issued in lieu of services provided by third parties |
- |
269 |
See notes 17 and 25 for further information
Significant non-cash transactions from financing activities are as follows:
|
|
2023 £000 |
2022 £000 |
|
Conversion of loan notes to equity |
1,060 |
5,193 |
See note 24 for further information.
Reconciliation of net cash flow to movement in net debt
|
Group |
2023 £000 |
2022 £000 |
|
Cash and cash equivalents |
318 |
371 |
|
Borrowings |
(1,557) |
- |
|
Net debt |
(1,239) |
371 |
|
Net (decrease)/increase in cash and cash equivalents in the period |
(53) |
371 |
|
Cash inflow from increase in borrowings |
(2,675) |
(4,395) |
|
Other non-cash changes |
58 |
- |
|
Conversion of borrowing to equity |
1,060 |
4,395 |
|
Change in net debt resulting from cashflows |
(1,610) |
371 |
|
Net debt at the start of the year |
371 |
- |
|
Net debt at the end of the year |
(1,239) |
371 |
29. Prior year adjustment
The prior year comparatives for the Group have been restated from those previously reported by the Company as shown below:
|
|
Previous 2022 |
Adjustment |
Restated 2022 |
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
5 |
- |
5 |
|
Intangible assets |
18,300 |
(2,891) |
15,409 |
|
Financial assets |
1,221 |
- |
1,221 |
|
Investment in associates |
- |
- |
- |
|
Loans to associates |
4,538 |
- |
4,538 |
|
Total non-current assets |
24,064 |
(2,891) |
21,173 |
|
Current assets |
|
|
|
|
Trade and other receivables |
67 |
- |
67 |
|
Cash and cash equivalents |
371 |
- |
371 |
|
Current assets |
438 |
- |
438 |
|
Total assets |
24,502 |
(2,891) |
21,611 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
602 |
- |
602 |
|
Borrowings |
21 |
- |
21 |
|
Total current liabilities |
623 |
- |
623 |
|
Non-current liabilities |
|
|
|
|
Deferred tax liability |
2,891 |
(2,891) |
- |
|
Total non-current liabilities |
2,891 |
|
- |
|
Total liabilities |
3,514 |
(2,891) |
623 |
|
|
|
|
|
|
Net assets |
20,988 |
- |
20,988 |
|
Equity |
|
|
|
|
Share Capital |
1,271 |
- |
1,271 |
|
Share Premium |
19,770 |
- |
19,770 |
|
Warrants reserve |
1,420 |
- |
1,420 |
|
Share-based payments reserve |
- |
- |
- |
|
Foreign exchange reserve |
30 |
- |
30 |
|
Accumulated deficit |
(1,529) |
- |
(1,529) |
|
Equity attributable to owners of the parent |
20,962 |
- |
20,962 |
|
Non-controlling interests |
26 |
- |
26 |
|
Total equity |
20,988 |
- |
20,988 |
Subsequent to the approval of the 2022 financial statements the Board carried out a review of the prior year acquisition of 100% of the issued share capital of Emperium 1 Holdings Corporation (Emperium), LRH Resources Limited and its wholly owned subsidiary Asturmet Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore Energy Limited (OEL) and its wholly owned subsidiary Technology Minerals Cameroon (TMC).
The Board concluded that the acquisition should not have included goodwill and corresponding deferred tax liability. Consequently, the prior year has been restated resulting in the restatement of the prior year statement of financial position. A deferred tax liability of £2,891k is no longer recognised along with the resultant goodwill.
There is no third statement of financial position due to the error solely relating to the prior year and also the length of time that the Company has been established.
30. Events occurring after the reporting date
On 4 July 2023 the Company entered into a Convertible Loan Note for £500,000 at 6% interest for six months, convertible at 1.8p per share.
As announced on 13 July 2023, Global Battery Metals ("GBML") exercised its second option over the Company's Leinster Lithium Property in the Republic of Ireland, bringing GBML's equity interest in the Leinster property to 55%.
On 31 August 2023, the Company entered into a Convertible Loan Note for £700,000 at 12% interest for six months, convertible at 1.4p per share and issued warrants to subscribe for 70 million ordinary shares at 2p per shares. Costs associated with this funding were settled by a convertible loan note for £35,000 and warrants for 3.5 million shares on the same terms respectively.
31. Ultimate controlling party
The company does not have a single controlling party.
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