TIDMCRCL
RNS Number : 1399V
Corcel PLC
30 November 2023
Corcel PLC
("Corcel" or the "Company")
Final Audited Results
for the Year Ended 30 June 2023 and
Notice of Annual General Meeting
30 November 2023
The Company's Annual Report and Financial Statements for 2023,
extracts from which are set out below, together with the Notice of
the Company's Annual General Meeting ("AGM"), have been published
to shareholders and a copy of the documents is now available on the
Company's website at www.corcelplc.com.
The AGM is to be held at We Work, 125 Kingsway, London, WC2B 6HN
at 10:00 am on 22 December 2023.
Chairman's Statement
Corcel is an AIM-listed oil and gas company advancing towards
first oil through its interests in three blocks in onshore Angola.
With drilling having completed on the first well at Block KON-11
and now underway at the second, the Company is making aggressive
strides towards achieving its mid-term hydrocarbon production
goals.
Strategy Shift and Angola
During the course of the year, the Company began, and has now
largely completed, its transition from battery metals to oil and
gas. Whilst it retains several battery metal interests, including
exposure to lithium and rare earth elements, the Board believed
that the opportunity for an attractive entry into near-term
hydrocarbon production in Angola is the best long-term strategy to
create value for shareholders. The Directors recognize the global
energy transition already underway, but believe that oil and gas
will remain key components in the world's energy mix for many years
to come, offering strong returns to those with the right assets and
funding, willing to invest in opportunities not always obvious to
wider popular investor sentiment.
The Company's cornerstone achievement during the year was the
acquisition of three interests in onshore blocks in Angola,
KON-11/12/16, through the acquisition of a 90% interest in Atlas
Petroleum Exploration Worldwide Ltd "APEX". Corcel's agreement to
bring these assets into the Company - at what the Board considers
very favourable pricing - has provided the Company with a firm
foundation in Angola on which to build, and several additional
opportunities are currently under consideration. The acquisition of
APEX brings with it a local team in Angola, led by our new MD
Angola, Geraldine Geraldo as well as a deep bench of experienced
oil and gas technical experts, all familiar with Angola, and with
the onshore Kwanza basin in particular, a brownfield basin, with
significant historic production. We have after the year-end added a
new technical lead to our team, Jennifer Ayers, who is ex-Chevron,
and who arrives with many years of experience including operating
in Angola.
Progress on the ground in Angola has come quickly after the
reporting period year end, with initial drilling on TO-13, the
first Well having concluded, and the rig now having moved and
spudded TO-14 at a second location. The Company is very pleased
with the results of the first well, which despite being drilled
downdip encountered the full 120m horizon of the Binga targeted,
with oil shows and multiple potential production horizons
throughout. The Company and the block consortium as a whole, led by
the Angolan State Oil Company, Sonangol, believe that these early
results point towards significant hydrocarbon potential remaining
and dictate a move towards an early production system at the field,
targeting first oil during the course of 2024. This will clearly be
an important milestone for the company.
Rounding out the Company's transformation have been several
board changes, some of which were in progress at the time of
writing and are expected to conclude by the end of 2023. Once
completed, a new fresh group of Executive and Non-Executive senior
managers and Directors will be in place to lead the Company
forward, with the right mix of experience and skills to propel
Corcel and its interests.
Battery Metals
Also during the year, the Company advanced its efforts to
restructure its battery metal interests, first through the entrance
of a new cornerstone investor at the end of 2022, led by new board
member Yan Zhao, and then through an agreement with International
Battery Metals ("IBM") to form a joint venture with the Company's
100% interest in Wowo Gap and 41% interest in the Mambare project.
Unfortunately, the Company's partner at Mambare attempted to
pre-empt only a portion of the transaction, delaying completion,
and forcing the future JV partners to split the transaction into
two distinct subsequent transactions. The first, the sale of Wowo
Gap for up to US$2.8 million, completed before the year end and the
second, the sale of Mambare for up to US$4.1 million, was still in
progress at the time of writing. These two transactions will bind
these assets to the Asian industrial off-takers hungry for these
metals, have brought significant cash into the business, and offer
Corcel a potential residual interest in battery metals through an
ongoing shareholding in IBM.
The Company has also been active in Australia where during the
year it acquired the Mt. Weld Rare Earth Element project for a
modest consideration and then farmed out 50% of the project now
overdue and which we hope to see before year-end. Also during the
year the Company sold a 20% interest in the project to Extraction
SRL (a company controlled by the Corcel Chairman), valuing the
entire project at AUD5 million. Following the receipt of final
drill and metallurgical results, the Company expects to work with
Extraction and Riversgold to determine the next steps at the
site.
The Company also agreed and then exercised an option to own 100%
of the lithium rights at the Canegrass project, in Western
Australia. These rights are overlain on an existing nickel project
not currently owned by Corcel, and the Company believes that the
pegmatites found at the project could be very prospective for
lithium. At the time of writing the Company was concluding its
initial exploration activities at the project, which should lead to
an update on the project in the coming months and provide valuable
data for future decision making at the project.
Legacy Interests
The Flexible Grid Solutions business unit was formally shuttered
during the year, culminating in the sale of the Company's residual
interests in the Tring Road gas peaker plant site and the site of
the Burwell Energy Storage project, for a modest profit. Flexible
energy production and storage, while an exciting business in its
own right, ultimately was not felt to be key to Corcel's strategy
going forward, and the Company was pleased to have cash-based exits
of these interests.
Financing and Results
During the course of the year, the Company overhauled both its
shareholder base through the introduction of several cornerstone
investors, as well as reducing and ultimately paying off the
historic debt position in the Company, which dated back to 2018.
This was accomplished through the introduction of Yan Zhou, now a
board member, and the investments he led into Corcel in October and
then December 2022, with this group currently holding a 10.57%
interest. Subsequently, Extraction SRL (a company 45% owned by
Corcel's Chairman), agreed to invest over GBP1 million in several
tranches, and ultimately acquired a 19.15% interest in the Company,
and finally the vendors of APEX (several of whom are either set to
join the Corcel Board or to become key advisors to the Company),
following the 90% sale of these interests to Corcel, collectively
hold some 17.19% of the business.
A shareholder base of this stature is a significant change from
the manner in which Corcel has been previously funded, and gives
the Company a core group of investors backing the Company to meet
its longer-term goals, and supporting the Company during the time
it takes to generate cash flow from operations and ultimately drive
shareholder value over whatever market conditions may exist.
In alignment with this goal, the Company during the course of
the year, first refinanced and then by January 2023 paid off in
full its corporate debt originally due in October 2022.
Subsequently the Company refinanced and then, through a series of
conversions and a cash repayment after the year-end, retired the
legacy debt of Regency Mines Plc (the Company's former name),
making the Company debt-free for the first time in several years
and removing the last of the short-term obligations that
remained.
Also, after the year-end the Company agreed a series of
convertible loan notes with Extraction SRL (a company 45% owned by
Corcel's Chairman) which would allow immediate drawdown of GBP1
million, with a second GBP1 million before January 2024, and an
additional GBP8 million to be mutually agreed over the three-year
period. The Company has now agreed with Extraction SRL that the
balance of the loan will now be made available for early drawdown.
This loan is convertible at a 100% premium to the share price at
the time it was agreed, and fully aligns the Extraction investor
group with both current and future Corcel stakeholders.
We report during the period that the Group incurred a reduced
loss of GBP1.187 million (2022: 2.128 million) whilst finance costs
over the year increased to GBP0.451 million (2022: GBP0.224m),
reflecting increased interest and refinancing fees (2022:
GBP0.224million). Overall, administrative costs increased slightly
for the year to GBP1.442 million (2022: GBP1.26 million) largely
reflecting increased insurance costs, and the expansion of the team
to support operations in Angola. A gain on the disposal of the
Flexible Grid Solutions division and a portion of the Mt. Weld
project led to income of GBP1.146 million during the period.
While overall market conditions remain poor both on AIM
generally and in the oil and gas sector specifically, the Board
believes that Corcel is uniquely funded in a manner that
distinguishes it from most of its peers, and when this funding
framework is tied with top tier appraisal and development assets in
onshore Angola, Corcel is positioned to succeed in this space where
others have failed.
We therefore are pleased to present the Annual Report and
Accounts for the year to 30 June 2023. We thank all stakeholders
for their ongoing support and we look forward with excitement to
additional progress in 2024.
Antoine Karam
Executive Chairman
Results and Dividends
The Group made a loss after taxation of GBP1.26 million (2022:
loss of GBP2.23 million). The Directors do not recommend the
payment of a dividend (2022: nil).
For further information, please contact:
Antoine Karam Corcel Plc Executive Chairman
Development@Corcelplc.com
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker 0207 220 1666
Patrick d'Ancona Vigo Communications IR 0207 3900 230
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (withdrawal) Act 2018. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Independent Auditor's Report to the Members of Corcel Plc
Opinion
We have audited the financial statements of Corcel Plc (the
'company') and its subsidiaries (the 'group') for the year ended 30
June 2023 which comprise the Consolidated and Company Statements of
Financial Position, the Consolidated Income Statement, the
Consolidated Statement of Comprehensive Income, the Consolidated
and Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and notes to the financial
statements, including significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards and as regards the company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the company's affairs as at 30 June
2023 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
-- the company financial statements have been properly prepared
in accordance with UK-adopted international accounting standards
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group's and
company's ability to continue to adopt the going concern basis of
accounting included:
-- consideration of the objectives, policies and processes in managing its working capital;
-- reviewing the cash flow forecasts for the ensuing twelve
months from the date of approval of these financial statements and
critically analysing the key inputs and assumptions used;
-- performing sensitivity analysis on the cash flow forecasts prepared by management;
-- reviewing management's going concern memorandum and holding
discussions with management regarding future plans and availability
of funding;
-- reviewing the adequacy and completeness of disclosures in the
group financial statements; and
-- reviewing post balance sheet events as they relate to the
group's ability to raise funds and restructure debt.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group's or company's ability to continue as a going concern for a
period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our Application of Materiality
For the purposes of determining whether the financial statements
are free from material misstatement, we define materiality as a
magnitude of misstatement, including omission, that makes it
probable that the economic decisions of a reasonably knowledgeable
person, relying on the financial statements, would be changed or
influenced. We have also considered those misstatements including
omissions that would be material by nature and would impact the
economic decisions of a reasonably knowledgeable person based our
understanding of the business, industry and complexity
involved.
We apply the concept of materiality both in planning and
throughout the course of audit, and in evaluating the effect of
misstatements. Materiality is used to determine the financial
statements areas that are included within the scope of our audit
and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we
use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole. No significant changes have
come to light during the course of the audit which required a
revision to our materiality for the financial statements as a
whole.
In determining materiality and performance materiality, we
considered the following factors:
-- our cumulative knowledge of the group and its environment,
including industry specific trends;
-- any change in the level of judgement required in respect of the key accounting estimates;
-- significant transactions during the year; and
-- the level of misstatements identified in prior periods.
Materiality for the group financial statements was set at
GBP172,400 (2022: GBP97,000). This was calculated at 3% of net
assets (2022: 3% of net assets). Using our professional judgement,
we have determined this to be the principal benchmark within the
group financial statements as it is from these net assets that the
group seeks to deliver returns for shareholders, in particular the
value of exploration and development projects the group is
interested in through its subsidiaries.
Materiality for the significant components of the group ranged
from GBP87,600 to GBP171,000, calculated as a percentage of net
assets.
Performance materiality for the group financial statements was
set at GBP120,600 (2022: GBP67,900), being 70% (2022: 70%) of
materiality for the group financial statements as a whole.
Materiality and performance materiality for the company was set
at GBP171,000 (2022: GBP96,000) and GBP119,700 (2022: GBP67,200)
respectively.
The materiality and performance materiality for the significant
components, including the company, are calculated on the same basis
as group materiality and performance materiality.
We agreed to report to those charged with governance all
corrected and uncorrected misstatements we identified through our
audit with a value in excess of GBP8,600 (2022: GBP4,850) for the
group and for the company a value in excess of GBP8,500 (2022:
GBP4,800). We also agreed to report any other audit misstatements
below that threshold that we believe warranted reporting on
qualitative grounds.
Our Approach to the Audit
Our audit is risk based and is designed to focus our efforts on
the areas at greatest risk of material misstatement, being areas
subject to significant management judgement as well as areas of
greatest complexity and size. The scope of our audit was based on
the significance of components' operations and materiality. Each
component was assessed as to whether they were significant to the
group based on financial significance or risk.
The group includes the listed company in United Kingdom and a
number of subsidiaries based in different jurisdictions. The listed
company and one subsidiary were considered to be significant
components due to identified risk and size.
In designing our audit, we determined materiality, as above, and
assessed the risk of material misstatement in the financial
statements. We tailored the scope of our audit to ensure that we
performed sufficient work to be able to give an opinion on the
financial statements, considering the structure of the group.
We considered areas deemed to involve significant judgement and
estimation by the directors, such as the key audit matters
surrounding: the carrying value of investments in subsidiaries,
assets held for sale, and receivables from other group companies;
and the carrying value of exploration and evaluation assets. Other
judgemental areas relate to the accounting treatment of the
subsidiary acquired during the year, the accounting treatment of
disposals of various entities during the year, and the valuation of
warrant instruments. We also addressed the risk of management
override of controls, including consideration of whether there was
evidence of bias that represented a risk of material misstatement
due to fraud.
The group's and company's accounting function is based in United
Kingdom and the audit work on all significant components was
performed by our group audit team in London.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this
matter
Carrying value of investments in Our work in this area included:
subsidiaries, assets held for sale * Obtaining relevant documentation relating to the
and receivables from other group ownership of investments at the year end;
companies (Notes 10, 11, 13 and
24)
* Review of management's assessment of recoverability
Investments in subsidiaries (Company of investments in subsidiaries, assets held for sale,
only), assets held for sale (Group and receivables from group companies, challenging and
& Company) and receivables from corroborating key assumptions made;
subsidiaries (Company only) are
significant balances in the financial
statements. * Consideration of the recoverability of these balances
by reference to underlying net asset values,
Investments: including the recoverability potential of the
The company holds a 90% interest underlying projects where applicable;
in Atlas Petroleum Exploration Worldwide
Ltd (GBP966k) and a 100% interest
in Corcel Australasia (GBP1,013k). * Review of Board minutes, RNS announcements, and
holding discussions with management surrounding the
Assets Held for Sale: intended sale of JV Oro Nickel, including review of
The group and company hold a 41% the key terms of the post-year end sale to assess
interest in JV company Oro Nickel recoverability at the year end; and
Ltd. During the year the Board made
the decision to sell its interest
in Oro Nickel and, following receipt * Considering the appropriateness of disclosure
of a revised offer post-year end, included in the financial statements.
the sale process remains ongoing
at the date of this report. At the
year end, GBP1,775k (company) and
GBP1,575k (group) have been classified
as Assets held for sale in relation
to the group's investment in the
JV via capital and loan.
Receivable balances:
The company currently has outstanding
receivables due of GBP286k from
subsidiaries (Corcel Australasia
and Atlas Petroleum Exploration
Worldwide Ltd) and the group and
company also have outstanding receivables
due of GBP1,516k from a JV company
(Oro Nickel Ltd).
As at 30 June 2023, these assets
have material value in the financial
statements.
Given the losses in these entities
and uncertainty around the development
as the projects are in early stages
of development, there is a risk
that these balances may be impaired.
As determining the recoverability
involves a high degree of management
estimate and judgement, there is
a risk of material misstatement.
------------------------------------------------------------------------
Carrying value of exploration and Our work in this area included:
evaluation assets (group and company)
(Note 21) * Confirming that the Group has good title to the
projects through inspection of relevant licenses,
The exploration and evaluation contracts and agreements;
asset represents a significant balance
in the group's financial statements.
There is the risk that this amount * Testing a sample of costs capitalised including
is impaired, and that the capitalised considerations of their appropriateness for
amounts do not meet the recognition capitalisation in accordance with IFRS 6 and the
criteria as adopted by the group. group's accounting policy;
The capitalisation of the costs
and determination of the recoverability
of these assets are subject to a * Reviewing management's impairment assessment in
high degree of management estimation respect of the carrying value, including challenging
and judgement and therefore there and obtaining corroborating evidence for key
is a risk this balance is materially assumptions used; and
misstated.
* Considering the appropriateness of disclosures
included in the financial statements.
------------------------------------------------------------------------
Other Information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and company financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the group and
the company and their environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the group and company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and company financial statements, the
directors are responsible for assessing the group and the company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and company and the
sector in which they operate to identify laws and regulations that
could reasonably be expected to have a direct effect on the
financial statements. We obtained our understanding in this regard
through discussions with management. We also selected a specific
audit team based on experience with auditing entities within this
industry facing similar audit and business risks.
-- We determined the principal laws and regulations relevant to
the group and company in this regard to be those arising from:
o AIM Rules;
o QCA Corporate Governance Code;
o UK Companies Act 2006;
o UK-adopted international accounting standards;
o UK employment law;
o UK Tax Laws;
o General Data Protection Regulations;
o Anti-Bribery Act;
o Anti-Money Laundering Regulations; and
o Local environmental and mining regulations.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and company with those laws and regulations. These
procedures included, but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal and professional ledger accounts; and
o A review of RNS(regulatory news service) Announcements
-- We also identified the risks of material misstatement of the
financial statements due to fraud. Other than the non-rebuttable
presumption of a risk of fraud arising from management override of
controls, we did not identify any significant fraud risks.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias
(Refer to the Key Audit Matter section); and evaluating the
business rationale of any significant transactions that are unusual
or outside the normal course of business.
-- Our review of non-compliance with laws and regulations
incorporated all group entities. The risk of actual or suspected
non-compliance was not sufficiently significant to our audit to
result in our response being identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of Our Report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Imogen Massey (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29 November 2023
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2023
30 June 30 June
2023 2022
Notes GBP'000 GBP'000
---------------------------------------------- ----- -------- --------
ASSETS
Non-current assets
Investments in associates and joint ventures 11 - 1,988
Exploration & evaluation assets 21 2,014 1,026
Property, plant and equipment 1 52
Goodwill 10 - -
Financial instruments - fair value through
other comprehensive income (FVTOCI) 12 1 1
Other receivables 13 2,231 1,502
Total non-current assets 4,247 4,569
---------------------------------------------- ----- -------- --------
Current assets
Cash and cash equivalents 18 257 25
Financial instruments with fair value through
profit and loss (FVTPL) 12 - -
Trade and other receivables 13 754 277
---------------------------------------------- ----- -------- --------
Total current assets 1,011 302
---------------------------------------------- ----- -------- --------
Assets held for sale 24 1,575 -
---------------------------------------------- ----- -------- --------
Total assets 6,833 4,871
---------------------------------------------- ----- -------- --------
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital 16 2,842 2,751
Share premium account 16 28,138 24,961
Shares to be issued 16 - 75
Other reserves 16 2,481 2,095
Retained earnings (27,945) (26,758)
---------------------------------------------- ----- -------- --------
Total equity attributable to owners of the
Parent 5,516 3,124
---------------------------------------------- ----- -------- --------
Non-Controlling interests - -
---------------------------------------------- ----- -------- --------
Total equity 5,516 3,124
---------------------------------------------- ----- -------- --------
LIABILITIES
Current liabilities
Trade and other payables 14 715 324
Short-term borrowings 14 602 1,423
---------------------------------------------- ----- -------- --------
Total current liabilities 1,317 1,747
---------------------------------------------- ----- -------- --------
Total equity and liabilities 6,833 4,871
---------------------------------------------- ----- -------- --------
The accompanying notes form an integral part of these Financial
Statements.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 29 November 2023 and are
signed on its behalf by:
Antoine Karam
Executive Chairman
Consolidated Income Statement
for the year ended 30 June 2023
Year to Year to
30 June 30 June
2023 2022
Notes GBP'000 GBP'000
------------------------------------------- ----- --------- -------------
Gain on disposal of tenements 2 475 -
Gain on disposal of subsidiaries 2 287 -
Gain on disposal of JV's and associates 2 384 -
Project expenses (114) (91)
Impairment of investments in joint ventures
and financial instruments held at fair
value
through profit and loss (FVTPL) 11 (337) (488)
Administrative expenses 4 (1,442) (1,218)
Impairment of property, plant and equipment - (61)
Impairment of receivables - (67)
Foreign currency gain/(loss) (13) 1
Other income 25 23
Finance costs, net 5 (451) (224)
Share of loss of associates and joint
ventures 11,24 (76) (3)
------------------------------------------- ----- --------- -------------
Loss for the year before taxation 3 1,262 (2,128)
Taxation 6 - -
------------------------------------------- ----- --------- -------------
Loss for the year 1,262 (2,128)
------------------------------------------- ----- --------- -------------
Loss per share attributable to:
Equity holders of the Parent (1,262) (2,128)
Non-controlling interest - -
------------------------------------------- ----- --------- -------------
(1,262) (2,128)
------------------------------------------- ----- --------- -------------
Earnings per share attributable to owners
of the Parent*:
(0.5)
(0.5) pence
(0.2) (0.5)
Basic and diluted 9 pence pence
--------------------------------------------------- --- --------- --------
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2023
30 June 30 June
2023 2022
GBP'000 GBP'000
------------------------------------------------------- -------- --------
Loss for the year (1,262) (2,128)
Other comprehensive income
Items that will be not be reclassified subsequently
to profit or loss
Revaluation of FVTOCI investments - (6)
Unrealised foreign currency gain/(loss) on translation
of foreign operations 5 (4)
Total other comprehensive income for the year 5 (10)
------------------------------------------------------- -------- --------
Total comprehensive loss for the year (1,257) (2,138)
------------------------------------------------------- -------- --------
Total comprehensive loss attributable to:
Equity holders of the Parent (1,257) (2,138)
Non-controlling interest - -
------------------------------------------ ------- -------
(1,257) (2,138)
------------------------------------------ ------- -------
All of the Group's operations are considered to be
continuing.
The accompanying notes form an integral part of these Financial
Statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
The movements in equity during the year were as follows:
Total
Equity
attributable
Share Shares to owners
Share premium to be Retained Other of the Non-controlling Total
capital account issued earnings reserves Parent interests Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 1 July 2021 2,746 24,161 75 (24,630) 2,018 4,370 - 4,370
Changes in equity -
for
2022
Loss for the year - - - (2,128) - (2,128) - (2,128)
Other comprehensive
income for the year
Revaluation of
FVTOCI
investments - - - - (6) (6) - (6)
Unrealised foreign
exchange loss
arising
on retranslation of
foreign company
operations - - - - (4) (4) - (4)
Total comprehensive
income for the year - - - (2,128) (10) (2,138) - (2,138)
Transactions with
owners
Issue of shares 5 848 - - - 853 - 853
Share issue costs - (48) - - - (48) - (48)
Options issued - - - - 17 17 - 17
Warrants issued - - - - 70 70 - 70
Total transactions
with owners 5 800 - - 87 892 - 892
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 1 July 2022 2,751 24,961 75 (26,758) 2,095 3,124 - 3,124
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
Changes in equity
for
2023
Loss for the year - - - (1,262) - (1,262) - (1,262)
Other comprehensive
income for the year
Unrealised foreign
exchange loss
arising
on retranslation of
foreign company
operations - - - - 5 5 - 5
Total comprehensive
income for the year - - - (1,262) 5 (1,257) - (1,257)
Transactions with
owners
Issue of shares 91 3,177 - - - 3,268 - 3,268
Cancellation of
shares
to be issued - - (75) 75 - - - --
Options issued - - - - 53 53 - 53
Warrants issued - - - - 328 328 - 328
Total transactions
with owners 91 3,177 (75) 75 381 3,649 - 3,649
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 30 June 2023 2,842 28,138 - (27,945) 2,481 5,516 - 5,516
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
See Note 15 for a description of each reserve included
above.
FVTOCI Foreign
financial Share-based currency Total
asset payment Warrant translation other
reserve reserve reserve reserve reserves
Other reserves GBP'000 GBP'000 GBP'000 GBP GBP
---------------------------------- ---------- ------------- -------- ------------ ---------
As at 1 July 2021 4 99 1,380 535 2,018
---------------------------------- ---------- ------------- -------- ------------ ---------
Revaluation of FVTOCI investments (6) - - - (6)
Unrealised foreign exchange
loss arising on retranslation
of foreign company operations - - - (4) (4)
Options granted during the year - 17 - - 17
Warrants granted during the
year - - 70 - 70
As at 1 July 2022 (2) 116 1,450 531 2,095
---------------------------------- ---------- ------------- -------- ------------ ---------
Unrealised foreign exchange
loss arising on retranslation
of foreign company operations - - - 5 5
Options granted during the year - 53 - - 53
Warrants granted during the
year - - 328 - 328
As at 30 June 2023 (2) 169 1,778 536 2,481
---------------------------------- ---------- ------------- -------- ------------ ---------
See Note 15 for a description of each reserve included
above.
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
Year to Year to
30 June 30 June
2023 2022
GBP GBP
---------------------------------------------------------- -------- --------
Cash flows from operating activities
Loss before taxation (1,262) (2,128)
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and
loss (FVTPL) 337 416
Impairment of property, plant and equipment - 61
Gain on disposal of subsidiaries (287) -
Gain on disposal of mineral tenements (475) -
Gain on sale of FVTPL investments - 72
Gain on disposals of Joint Ventures and Associates (384) -
Depreciation 10 -
Finance cost, net (Note 5) 451 153
Share-based payments 53 109
Share of loss in associates and joint ventures 76 3
Equity settled expenses 201 11
Increase in receivables (139) (31)
Increase in payables 94 142
Net cash outflow from operations (1,325) (1,192)
---------------------------------------------------------- -------- --------
Cash flows from investing activities
Purchase of financial assets carried at amortised
cost (Note 19) - (26)
Purchase of property, plant and equipment - (23)
Expenditure on exploration & evaluation assets (386) (59)
Cash acquired on business combination - 2
Proceeds from disposal of Joint Ventures and Associates 384 -
Proceeds from disposal of Subsidiaries 246 -
Proceeds from disposal of mineral tenements (Note
21) 535 -
Net cash outflow from investing activities 779 (257)
---------------------------------------------------------- -------- --------
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs 1,738 403
Proceeds of new borrowings, as received net of associated
fees (Note 20) - 950
Repayment of borrowings (Note 20) (954) (265)
---------------------------------------------------------- -------- --------
Net cash inflow from financing activities 784 1,088
---------------------------------------------------------- -------- --------
Net decrease in cash and cash equivalents 238 (361)
Cash and cash equivalents at the beginning of period 25 392
Foreign exchange on translation of foreign currency (6) (6)
Cash and cash equivalents at end of period 257 25
---------------------------------------------------------- -------- --------
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral
part of these Financial Statements.
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458) as at 30 June
2023
30 June 30 June
2023 2022
Notes GBP GBP
----------------------------------------------- ----- -------- --------
ASSETS
Non-current assets
Investments in subsidiaries 10 1,980 1,014
Investments in associates and joint ventures 11 - 2,112
Investments in mineral tenements 21 392 -
Loans to subsidiaries 19 286 278
Financial assets with fair value through other
comprehensive income (FVTOCI) 12 1 1
Other receivables 13 1,517 1,502
Total non-current assets 4,176 4,907
----------------------------------------------- ----- -------- --------
Current assets
Cash and cash equivalents 18 256 20
Trade and other receivables 13 453 257
----------------------------------------------- ----- -------- --------
Total current assets 709 277
----------------------------------------------- ----- -------- --------
Assets held for sale 24 1,775 -
----------------------------------------------- ----- -------- --------
Total assets 6,660 5,184
----------------------------------------------- ----- -------- --------
EQUITY AND LIABILITIES
Called up share capital 16 2,842 2,751
Share premium account 16 28,138 24,961
Shares to be issued 16 - 75
Other reserves 16 1,945 1,564
Retained earnings (27,332) (25,913)
----------------------------------------------- ----- -------- --------
Total equity 5,593 3,438
----------------------------------------------- ----- -------- --------
LIABILITIES
Current liabilities
Trade and other payables 14 465 323
Short-term borrowings 14 602 1,423
----------------------------------------------- ----- -------- --------
Total current liabilities 1,067 1,746
----------------------------------------------- ----- -------- --------
Total equity and liabilities 6,660 5,184
----------------------------------------------- ----- -------- --------
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has
not presented its own Statement of Comprehensive Income. The
Company's loss for the financial year was GBP1,494,325 (2022: loss
of GBP1,848,349). The Company's Total comprehensive loss for the
financial year was GBP1,419,325 (2022: loss GBP1,853,978).
These Financial Statements were approved by the Board of
Directors and authorised for issue on 29 November 2023 and are
signed on its behalf by:
Antoine Karam
Executive Chairman
The accompanying notes form an integral part of these Financial
Statements.
Company Statement of Changes in Equity
for the year ended 30 June 2023
The movements in reserves during the year were as follows:
Share
Share premium Shares Retained Other Total
capital account to be issued earnings reserves equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 30 June 2021 2,746 24,161 75 (24,065) 1,483 4,400
Changes in equity for 2022
Loss for the year - - - (1,848) - (1,848)
Other comprehensive income
for the year
Revaluation of FVTOCI investments - - - - (6) (6)
Total comprehensive income
for the year - - - (1,848) (6) (1,854)
Transactions with owners
Issue of shares 5 848 - - - 853
Shares issue costs - (48) - - - (48)
Share options granted - - - - 17 17
Share warrants granted during
the year - - - - 70 70
Total transactions with owners 5 800 - - 87 892
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 1 July 2022 2,751 24,961 75 (25,913) 1,564 3,438
---------------------------------- -------- -------- -------------- --------- --------- --------
Changes in equity for 2023
Loss for the year - - - (1,494) - (1,494)
Total comprehensive income
for the year - - - (1,494) - (1,494)
Transactions with owners
Issue of shares 91 3,177 - - - 3,268
Cancellation of shares to
be issued - - (75) 75 - (75)
Share options granted - - - - 53 53
Share warrants granted during
the year - - - - 328 328
---------------------------------- -------- -------- -------------- --------- --------- --------
Total transactions with owners 91 3,177 (75) 75 381 3,649
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 30 June 2023 2,482 28,138 - (27,332) 1,945 5,593
---------------------------------- -------- -------- -------------- --------- --------- --------
FVTOCI
financial Share-based Total
asset payment Warrants other
reserve reserve reserve reserves
Other reserves GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- ---------- ----------- -------- ---------
As at 30 June 2021 4 99 1,380 1,483
Changes in equity for 2022
Other comprehensive income for the year
Revaluation of FVTOCI investments (6) - - (6)
Transfer of FVTOCI reserve relating to - -
impaired assets and disposals - -
Share options granted during the year - 17 - 17
Warrants issued during the year - - 70 70
Total Other comprehensive (expenses) /
income (6) 17 70 81
As at 1 July 2022 (2) 116 1,450 1,564
---------------------------------------- ---------- ----------- -------- ---------
Changes in equity for 2023
Other comprehensive income for the year
Share options granted during the year - 53 - 53
Warrants issued during the year - - 328 328
Total Other comprehensive expenses - 53 328 381
As at 30 June 2023 (2) 169 1,778 1,945
---------------------------------------- ---------- ----------- -------- ---------
See Note 15 for a description of each reserve included
above.
Company Statement of Cash Flows
for the year ended 30 June 2023
Year to Year to
30 June 30 June
2023 2022
GBP'000 GBP'000
---------------------------------------------------------- --------------- ---------------
Cash flows from operating activities
Loss before taxation (1,494) (1,848)
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss
(FVTPL) 337 416
Impairment of financial assets FVTPL - 72
Impairment of loans to and investments in subsidiaries - 101
Gain on disposal of tenements (475) -
Gain on disposal of subsidiaries (247) -
Gain on disposal of Joint Ventures and Associates (384) -
Finance costs (Note 5) 451 154
Share-based payments 53 109
Equity settled transactions 201 11
Increase in receivables (87) (219)
Decrease/(increase) in payables (60) 302
Net cash outflow from operations (1,705) (902)
---------------------------------------------------------- --------------- ---------------
Cash flows from investing activities
Payments for investments in and loans to associates and
joint ventures (Note 11) - (164)
Proceeds from disposal of mineral tenements 535 -
Proceeds from disposal of Subsidiaries 246 -
Proceeds from disposal of Joint Ventures and Associates 384 -
Investments and loans to subsidiaries (8) (389)
---------------------------------------------------------- --------------- ---------------
Net cash outflows from investing activities 1,157 (553)
---------------------------------------------------------- --------------- ---------------
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs 1,738 403
Proceeds of new borrowings (Note 20) - 950
Repayments of borrowings (Note 20) (954) (265)
---------------------------------------------------------- --------------- ---------------
Net cash inflow from financing activities 784 1,088
---------------------------------------------------------- --------------- ---------------
Decrease in cash and cash equivalents 236 ( 367 )
Cash and cash equivalents at the beginning of period 20 387
---------------------------------------------------------- --------------- ---------------
Cash and cash equivalents at end of period 256 20
---------------------------------------------------------- --------------- ---------------
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral
part of these Financial Statements.
Notes to Financial Statements
1. Principal Accounting Policies
1.1 Authorisation of Financial Statements and Statement of Compliance with IFRS
The Group Financial Statements of Corcel Plc (the "Company",
"Corcel" or the "Parent Company"), for the year ended 30 June 2023,
were authorised for issue by the Board on 29 November 2023 and
signed on the Board's behalf by James Parsons. Corcel Plc is a
public limited company, incorporated and domiciled in England and
Wales. The Company's ordinary shares are traded on AIM. The
principal activity of the Company is the management of a portfolio
of battery metals exploration and development projects in Papua New
Guinea and Canada, coupled with a Flexible Grid Solutions energy
storage business in the UK. The registered address of the Company
is Salisbury House, Suite 425, London Wall, London EC2M 5PS.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with
UK adopted international accounting standards ('IAS') in conformity
with the requirements of the Companies Act 2006. They are presented
in thousand Pounds Sterling (GBP'000), unless stated otherwise.
The principal accounting policies adopted are set out below.
Going Concern
It is the prime responsibility of the Board to ensure the
Company and the Group remain going concerns. At 30 June 2023, the
Group had cash and cash equivalents of GBP0.257 million and
GBP0.602 million of borrowings and, as at the date of signing these
Financial Statements, the cash balance was GBP0.185 million with
post-year end borrowings of GBP1m. Post year-end the Company has
agreed terms on a GBP10m convertible loan note facility that is to
be made available to fund the business through the next stages of
its development, of which GBP1m has been drawn as at the signing
date and is due for settlement in October 2026. The balance of the
convertible loan notes have been agreed with the lender to be made
available to the Company immediately.
The notes are to be issued at par and are convertible into new
ordinary shares of GBP0.0001 of Corcel Plc, at a fixed price of
GBP0.008 per share. Conversion may take place beginning 30 days
after the initial issuance at the investor's discretion. The notes
will attract an interest rate of 12% per annum, accruing daily. Any
drawn down amounts, including interest outstanding after 36 months
are to be repaid to the lender in either cash or shares at the
discretion of the lender. The Directors anticipate having to raise
additional funding to meet the ongoing spending projections and
working capital requirements of the business, most likely through
debt instruments over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group
budget, expected operational costs in Angola, as well as legacy
battery metals projects, the Directors consider that they will have
access to adequate resources in the 12 months from the date of the
signing of these Financial Statements. As a result, they consider
it appropriate to continue to adopt the going concern basis in the
preparation of the Financial Statements.
Should the Group be unable to continue trading as a going
concern, adjustments would have to be made to reduce the value of
the assets to their recoverable amounts, to provide for further
liabilities, which might arise, and to classify non-current assets
as current. The Financial Statements have been prepared on the
going concern basis and do not include the adjustments that would
result if the Group was unable to continue as a going concern.
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has
not presented its own Statement of Comprehensive Income. The
Company's loss for the financial year was GBP1.494 million (2022:
loss of GBP1.848 million). The Company's other comprehensive loss
for the financial year was GBP1.419 million (2022: loss GBP1.854
million).
New Standards, Amendments and Interpretations Not Yet
Adopted
At the date of approval of these Financial Statements, the
following standards and interpretations, which have not been
applied in these Financial Statements were in issue but not yet
effective:
-- Amendments to IAS 1: Classifications of current or
non-current liabilities (effective 1 January 2024);
-- Amendments to IAS 8: Accounting Policies, Changes to
Accounting Estimates and Errors (effective 1 January 2023);
-- Amendments to IAS 12: Income Taxes - Deferred Tax arising
from a Single Transaction (effective 1 January 2023).
-- Amendments to IAS 1: Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting Policies
(effective 1 January 2023).
The effect of these new and amended Standards and
Interpretations, which are in issue but not yet mandatorily
effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early
in either the current or the preceding financial year.
1.3 Basis of Consolidation
The consolidated Financial Statements of the Group incorporate
the Financial Statements of the Company and entities controlled by
the Company, its subsidiaries, made up to 30 June each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to
govern the financial and operating policies so as to obtain
economic benefits from their activities. Subsidiaries are
consolidated from the date on which control is obtained, the
acquisition date, until the date that control ceases. They are
deconsolidated from the date on which control ceases.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued, contingent consideration and liabilities
incurred or assumed at the date of exchange. Costs, directly
attributable to the acquisition, are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are initially
measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if
additional information is obtained within one year of the
acquisition date about facts or circumstances existing at the
acquisition date. Other changes in provisional fair values are
recognised through profit or loss.
Intra-group transactions, balances and unrealised gains and
losses on transactions between Group companies are eliminated on
consolidation, except to the extent that intra-group losses
indicate an impairment.
Goodwill is capitalised as an intangible asset with any
impairment in carrying value being charged to the Consolidated
Statement of Comprehensive Income. Any impairment recognised for
goodwill is not reversed.
A change in the ownership interest of a subsidiary, without a
loss of control, is accounted for as an equity transaction. If the
Group loses control over a subsidiary, it:
-- derecognises the assets (including goodwill) and liabilities of the subsidiary;
-- derecognises the carrying amount of any non-controlling interest;
-- derecognises the cumulative translation differences recorded in equity;
-- recognises the fair value of the consideration received;
-- recognises the fair value of any investment retained;
-- recognises any surplus or deficit in profit or loss; and
-- reclassifies the Parent's share of components previously
recognised in other comprehensive income to profit or loss or
retained earnings, as appropriate.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income
are allocated between the Parent and non-controlling interests,
even if this results in the non-controlling interest having a
deficit balance.
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions. Any
differences between the adjustment for the non-controlling interest
and the fair value of consideration paid or received are recognised
in equity.
1.4 Summary of Significant Accounting Policies
1.4.1 Mineral Tenements and Exploration Property
Exploration licence and property acquisition costs are
capitalised in intangible assets. Licence costs, paid in connection
with a right to explore in an existing exploration area, are
capitalised and amortised over the term of the permit. Licence and
property acquisition costs are reviewed at each reporting date to
confirm that there is no indication that the carrying amount
exceeds the recoverable amount. If no future activity is planned or
the licence has been relinquished or has expired, the carrying
value of the licence and property acquisition costs are written off
through the statement of profit or loss and other comprehensive
income.
1.4.2 Investment in Associates
An associate is an entity over which the Company is in a
position to exercise significant influence, but not control or
joint control, through participation in the financial and operating
policy decisions of the investee.
Investments in associates are recognised in the Consolidated
Financial Statements, using the equity method of accounting. The
Group's share of post-acquisition profits or losses is recognised
in profit or loss and its share of post-acquisition movements in
other comprehensive income are recognised directly in other
comprehensive income. The carrying value of the investment,
including goodwill, is tested for impairment when there is
objective evidence of impairment. Losses in excess of the Group's
interest in those associates are not recognised unless the Group
has incurred obligations or made payments on behalf of the
associate.
Where a Group company transacts with an associate of the Group,
unrealised gains are eliminated to the extent of the Group's
interest in the relevant associate. Unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the asset transferred in which case appropriate
provision is made for impairment.
Where the Company's holding in an associate is diluted, the
Company recognises a gain or loss on dilution in profit and loss.
This is calculated as the difference between the Company's share of
proceeds received for the dilutive share issue and the value of the
Company's effective disposal.
In the Company accounts investments in associates are recognised
and held at cost. The carrying value of the investment is tested
for impairment, when there is objective evidence of impairment.
Impairment charges are included in the Company Statement of
Comprehensive Income.
1.4.3 Interests in Joint Ventures
A joint venture is a joint arrangement, whereby the partners,
who have joint control of the arrangement, have rights to the net
assets of the joint arrangement. Joint control is the contractually
agreed sharing of control of the joint arrangement, which exists
only when decisions on relevant activities require the unanimous
consent of the parties sharing control. The Group recognises its
interest in the entity's assets and liabilities, using the equity
method of accounting. Under the equity method, the interest in the
joint venture is carried in the balance sheet at cost plus
post-acquisition changes in the Group's share of its net assets,
less distributions received and less any impairment in value of
individual investments. The Group Income Statement reflects the
share of the jointly controlled entity's results after tax. In the
Company only financial statements, the Company's interests in Joint
Ventures is recognised at historic cost less any impairment charged
to date.
Any goodwill arising on the acquisition of a jointly controlled
entity is included in the carrying amount of the jointly controlled
entity and is not amortised. To the extent that the net fair value
of the entity's identifiable assets, liabilities and contingent
liabilities is greater than the cost of the investment, a gain is
recognised and added to the Group's share of the entity's profit or
loss in the period in which the investment is acquired.
Financial Statements of the jointly controlled entity will be
prepared for the same reporting period as the Group. Where
necessary, adjustments are made to bring the accounting policies
used into line with those of the Group and to reflect impairment
losses where appropriate. Adjustments are also made in the Group's
Financial Statements to eliminate the Group's share of unrealised
gains and losses on transactions between the Group and its jointly
controlled entity. The Group ceases to use the equity method on the
date from which it no longer has joint control over, or significant
influence in, the joint venture.
At 30 June 2023, the Group had following contractual
arrangements, which were classified as investments in associates
and joint ventures:
-- Oro Nickel Ltd (41% interest), a contractual arrangement with
Battery Metals Pty Ltd, which represents a joint venture
established through an interest in a jointly controlled entity, in
order to develop and exploit the Mambare nickel project;
-- DVY196 Holdings Corp ("DVY"), 50% interest in a North American vanadium and nickel project.
1.4.4 Taxation
Corporation tax payable is provided on taxable profits at the
prevailing UK tax rate. The tax expense represents the sum of the
current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from accounting profit as reported in
the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is measured using
tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amount of assets and liabilities
in the Financial Statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax
assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial
recognition of goodwill
or from the initial recognition, other than in a business
combination, of other assets and liabilities in a transaction,
which affects neither the taxable profit nor the accounting
profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates
and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or the liability is
settled based upon tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is charged or credited in profit or loss, except
when it relates to items credited or charged directly to equity, in
which case the deferred tax is also dealt with in equity, or items
charged or credited directly to other comprehensive income, in
which case the deferred tax is also recognised in other
comprehensive income.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to offset current tax assets and
liabilities and the deferred tax relates to income tax levied by
the same tax authorities on either:
-- the same taxable entity; or
-- different taxable entities, which intend to settle current
tax assets and liabilities on a net basis or to realise and settle
them simultaneously in each future period when the significant
deferred tax assets and liabilities are expected to be realised or
settled.
1.4.5 Property, Plant and Equipment
Property, plant and equipment acquired and identified as having
a useful life that exceeds one year is capitalised at cost and is
depreciated on a straight-line basis at annual rates that will
reduce book values to estimated residual values over their
anticipated useful lives as follows:
Office furniture, fixtures and fittings - 33% per annum
Leasehold improvements - 5% per annum
1.4.6 Non-current assets and liabilities classified as held for
sale and discontinued operations
A discontinued operation is a component of the Group that either
has been disposed of, or is classified as held for sale. A
discontinued operation represents a separate major line of the
business. Profit or loss from discontinued operations comprises the
post-tax profit
or loss of discontinued operations and the post-tax gain or loss
recognised on the measurement to fair value less costs to sell on
the disposal group(s) constituting the discontinued operation.
Non-current assets classified as held for sale are presented
separately and measured at the lower of their carrying amounts
immediately prior to their classification as held for sale and
their fair value less costs to sell. Once classified as held for
sale, the assets are not subject to depreciation or amortisation.
See Note 24 for further details.
1.4.7 Foreign Currencies
Both the functional and presentational currency of Corcel Plc is
Sterling (GBP). Each Group entity determines its own functional
currency and items included in the Financial Statements of each
entity are measured using that functional currency.
The functional currencies of the foreign subsidiaries and joint
ventures are the Australian Dollar ("AUD"), the Papua New Guinea
Kina ("PNG") and the US Dollar ("USD"). The Company's operations in
Angola are primarily conducted in USD.
Transactions in currencies other than the functional currency of
the relevant entity are initially recorded at the exchange rate
prevailing on the dates of the transaction. At each reporting date,
monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the exchange rate prevailing at the
reporting date. Non-monetary assets and liabilities carried at fair
value that are
denominated in foreign currencies are translated at the rates
prevailing at the date, when the fair value was determined. Gains
and losses arising on retranslation are included in profit or loss
for the period, except for exchange differences on non-monetary
assets and liabilities, which are recognised directly in other
comprehensive income, when the changes in fair value are recognised
directly in other comprehensive income.
On consolidation, the assets and liabilities of the Group's
overseas operations are translated into the Group's presentational
currency at exchange rates prevailing at the reporting date. Income
and expense items are translated at the average exchange rates for
the period unless exchange rates have fluctuated significantly
during the year, in which case, the exchange rate at the date of
the transaction is used. All exchange differences arising, if any,
are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
1.4.8 Exploration Assets and Mineral Tenements
Exploration assets comprise exploration and evaluation costs,
incurred on prospects at an exploratory stage. These costs include
the cost of acquisition, exploration, determination of recoverable
reserves, economic feasibility studies and all technical and
administrative overheads directly associated with those projects.
These costs are carried forward in the Statement of Financial
Position as non-current intangible assets less provision for
identified impairments. Costs associated with an exploration
activity will only be capitalised if, in management's opinion, the
results from that activity led to a material increase in the market
value of the exploration asset, which is determined by management
to be following the economic feasibility stage.
The Group adopts the "area of interest" method of accounting
whereby all exploration and development costs, relating to an area
of interest, are capitalised and carried forward until either
abandoned or an indicator of impairment is determined. In the event
that an area of interest is abandoned, or if, following
determination of an impairment indicator being present, the
Directors consider the expenditure to be of no value, accumulated
exploration costs are written off in the financial year in which
the decision is made. All expenditure incurred prior to approval of
an application is expensed, with the exception of refundable rent,
which is raised as a receivable.
Upon disposal, the difference between the fair value of
consideration receivable for exploration assets and the relevant
cost within non-current assets is recognised in the Income
Statement.
1.4.9 Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36
"Impairment of Assets" does not apply, are reviewed at the end of
each reporting period for impairment, when there is an indication
that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of the assets is the higher of the
assets' fair value less costs to sell and their value-in-use, which
is measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated
Statement of Comprehensive Income.
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 profit or loss 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.
1.4.10 Share-Based Payments
Share Options
The Group operates equity-settled share-based payment
arrangements, whereby the fair value of services provided is
determined indirectly by reference to the fair value of the
instrument granted.
The fair value of options granted to Directors and others, in
respect of services provided, is recognised as an expense in the
Income Statement with a corresponding increase in equity reserves -
the share-based payment reserve until the award has been settled
and then make a transfer to share capital. On exercise or lapse of
share options, the proportion of the share-based payment reserve,
relevant to those options is retained in the share-based payment
reserve. On exercise, equity is also increased by the amount of the
proceeds received.
The fair value is measured at grant date and charged over the
vesting period during which the option becomes unconditional.
The fair value of options is calculated using the Black-Scholes
model, taking into account the terms and conditions upon which the
options were granted. The exercise price is fixed at the date of
grant.
Non-market conditions are performance conditions that are not
related to the market price of the entity's equity instruments.
They are not considered, when estimating the fair value of a
share-based payment. Where the vesting period is linked to a
non-market performance condition, the Group recognises the goods
and services it has acquired during the vesting period, based on
the best available estimate of the number of equity instruments
expected to vest. The estimate is reconsidered at each reporting
date, based on factors such as a shortened vesting period, and the
cumulative expense is "trued up" for both the change in the number
expected to vest and any change in the expected vesting period.
Market conditions are performance conditions that relate to the
market price of the entity's equity instruments. These conditions
are included in the estimate of the fair value of a share-based
payment. They are not taken into account for the purpose of
estimating the number of equity instruments that will vest. Where
the vesting period is linked to a market performance condition, the
Group estimates the expected vesting period. If the actual vesting
period is shorter than estimated, the charge is be accelerated in
the period that the entity delivers the cash or equity instruments
to the counterparty. When the vesting period is longer, the expense
is recognised over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e.
other than share options), fair value is measured on the basis of
an observable market price.
Share Incentive Plan
Where the shares are granted to the employees under Share
Incentive Plan, the fair value of services provided is determined
indirectly by reference to the fair value of the free, partnership
and matching shares granted on the grant date. Fair value of shares
is measured on the basis of an observable market price, i.e. share
price as at grant date and is recognised as an expense in the
Income Statement on the date of the grant. For the partnership
shares, the charge is calculated as the excess of the mid-market
price on the date of grant over the employee's contribution.
1.4.11 Pension
The Group operates a defined contribution pension plan, which
requires contributions to be made to a separately administered
fund. Contributions to the defined contribution scheme are charged
to the profit and loss account as they become payable.
1.4.12 Finance Income/Expense
Finance income and expense is recognised as interest accrues,
using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating
the interest income over the relevant period, using the effective
interest rate, which is the rate that exactly discounts estimated
future cash receipts/re-payments through the expected life of the
financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.13 Financial Instruments
The Group classifies its financial assets into one of the
categories discussed below, depending on the purpose for which the
asset was acquired. Other than financial assets in a qualifying
hedging relationship, the Group's accounting policy for each
category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and
out-of-money derivatives, where the time value offsets the negative
intrinsic value. They are carried in the Statement of Financial
Position at fair value with changes in fair value recognised in the
Consolidated Statement of Comprehensive Income in the finance
income or expense line. Other than derivative financial
instruments, which are not designated as hedging instruments, the
Group does not have any assets held for trading nor does it
voluntarily classify any financial assets as being at fair value
through profit or loss.
Amortised Cost
These assets comprise the types of financial assets, where the
objective is to hold these assets in order to collect contractual
cash flows and the contractual cash flows are solely payments of
principal and interest. They are initially recognised at fair value
plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised
cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within
IFRS 9, using a provision matrix in the determination of the
lifetime expected credit losses. During this process, the
probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For the
receivables, which are reported net, such provisions are recorded
in a separate provision account, with the loss being recognised in
the consolidated statement of comprehensive income. On confirmation
that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated
provision.
Impairment provisions, for receivables from related parties and
loans to related parties, are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those, where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
The Group's financial assets measured at amortised cost comprise
trade and other receivables and cash and cash equivalents in the
Consolidated Statement of Financial Position. Cash and cash
equivalents include cash in hand, deposits held at call with banks,
other short term highly liquid investments with original maturities
of three months or less, and - for the purpose of the statement of
cash flows - bank overdrafts. Bank overdrafts are shown within
loans and borrowings in current liabilities on the Consolidated
Statement of Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and
unlisted entities, which are not accounted for as subsidiaries,
associates or jointly controlled entities. For those investments,
the Group has made an irrevocable election to classify the
investments at fair value through other comprehensive income rather
than through profit or loss as the Group considers this measurement
to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value
recognised in other comprehensive income and accumulated in the
fair value through other comprehensive income reserve. Upon
disposal any balance within fair value through other comprehensive
income reserve is reclassified directly to retained earnings and is
not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend
clearly represents a recovery of part of the cost of the
investment, in which case the full or partial amount of the
dividend is recorded against the associated investments carrying
amount.
Purchases and sales of financial assets, measured at fair value
through other comprehensive income, are recognised on settlement
date with any change in fair value between trade date and
settlement date being recognised in the fair value through other
comprehensive income reserve.
Financial Liabilities
The Group classifies its financial liabilities into one of two
categories, depending on the purpose for which the liability was
acquired:
Other Financial Liabilities
Other financial liabilities include:
-- Borrowings, which are initially recognised at fair value net
of any transaction costs, directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost, using the effective interest rate
method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability
carried in the Consolidated Statement of Financial Position. For
the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption as
well as any interest or coupon payable, while the liability is
outstanding.
-- Liability components of convertible loan notes are measured as described further below.
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost, using the effective interest method.
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
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
-- In the principal market for the asset or liability; or
-- In the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible
by the Group.
The fair value of an asset or a liability is measured, using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and, for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities, for which fair value is measured or
disclosed in the Financial Statements, are categorised within the
fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a
whole:
-- Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
-- Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable; and
-- Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the Financial
Statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value disclosures, the Group has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
More information is disclosed in Note 19.
1.4.14 Investments in the Company Accounts
Investments in subsidiary companies are classified as
non-current assets and included in the Statement of Financial
Position of the Company at cost at the date of acquisition less any
identified impairments.
For acquisitions of subsidiaries or associates achieved in
stages, the Company re-measures its previously held equity
interests in the acquiree at its acquisition-date fair value and
recognises the resulting gain or loss, if any, in profit or loss.
Any gains or losses, previously recognised in other comprehensive
income, are transferred to profit and loss.
Investments in associates and joint ventures are classified as
non-current assets and included in the Statement of Financial
Position of the Company at cost at the date of acquisition less any
identified impairment.
1.4.15 Share Capital
Financial instruments, issued by the Group, are classified as
equity only to the extent that they do not meet the definition of a
financial liability or financial asset. The Group's ordinary shares
are classified as equity instruments.
1.4.16 Convertible Debt
The proceeds, received on issue of the Group's convertible debt,
are allocated into their liability and equity components. The
amount, initially attributed to the debt component, equals the
discounted cash flows, using a market rate of interest that would
be payable on a similar debt instrument that does not include an
option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until
extinguished on conversion or maturity of the bond. The remainder
of the proceeds is allocated to the conversion option and is
recognised in the "Convertible debt option reserve" within
shareholders' equity, net of income tax effects.
1.4.17 Warrants and Share Options
Derivative contracts, that only result in the delivery of a
fixed amount of cash or other financial assets for a fixed number
of an entity's own equity instruments, are classified as equity
instruments. Warrants, relating to equity finance and holders of
debt liabilities and issued together with ordinary shares placement
and share options issued to staff, are valued by residual method
and charged to profit and loss over the period in which they vest
or, in the event of the instruments vesting on grant, in the period
in which they arise. Warrants and options, classified as equity
instruments, are not subsequently re-measured (i.e., subsequent
changes in fair value are not recognised). On expiry or lapse of
such instruments, the fair value of the instruments in question is
retained in the warrant reserve and is not transferred to retained
earnings.
1.4.18 Segment Reporting
Operating segments are reported in a manner consistent with the
internal reporting, provided to the chief operating decision-maker
as required by IFRS 8 "Operating Segments". The chief operating
decision-maker, responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
Board of Directors. The accounting policies of the reportable
segments are consistent with the accounting policies of the Group
as a whole. Segment profit/(loss) represents the profit/(loss)
earned by each segment without allocation of foreign exchange gains
or losses, investment income, interest payable and tax. This is the
measure of profit that is reported to the Board of Directors for
the purpose of resource allocation and the assessment of segment
performance. When assessing segment performance and considering the
allocation of resources, the Board of Directors review information
about segment non-current assets. For this purpose, all non-current
assets are allocated to reportable segments.
1.4.19 Leases
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a duration of 12 months or less.
IFRS 16 was adopted 1 June 2019 without restatement of
comparative figures.
On initial recognition, the carrying value of the lease
liability also includes:
-- amounts expected to be payable under any residual value guarantee;
-- the exercise price of any purchase option granted in favour
of the Group if it is reasonably certain to assess that option;
-- any penalties payable for terminating the lease if the term
of the lease has been estimated on the basis of termination option
being exercised.
Lease liabilities are subsequently measured at the present value
of the contractual payments due to the lessor over the lease
term.
Right of use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received and
increased for:
-- lease payments made at or before commencement of the lease;
-- initial direct costs incurred; and
-- the amount of any provision recognised, where the Group is
contractually required to dismantle, remove or restore the leased
asset.
1.4.20 Asset Acquisitions
Acquisitions of mineral exploration licences through the
acquisition of non-operational corporate structures that do not
represent a business, and therefore do not meet the definition of a
business combination, are accounted for as the acquisition of an
asset.
The consideration for the asset is allocated to the assets based
on their relative fair values at the date of acquisition.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated.
1.5 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Group's Consolidated Financial
Statements, requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities at the end of the reporting period. However,
uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount
of the asset or liability affected in future periods.
Significant Judgements and Accounting Estimates
In the process of applying the Group's accounting policies,
management has made the following judgements and estimates, which
have the most significant effect on the amounts recognised in the
Consolidated Financial Statements.
Impairment of Investments in and loans to Joint Ventures and
Investments in Mineral Tenements
The carrying amount of investments in joint ventures and mineral
tenements is tested for impairment annually and this process is
considered to be key judgement along with determining whenever
events or changes in circumstances indicate that the carrying
amounts for those assets may not be recoverable.
The continued progress at the Mambare nickel/cobalt project
during the year, when considered alongside the continued strength
in nickel prices, have encouraged the Board to continue to hold the
value of its stake in the Mambare joint venture at the previous
valuation of GBP1.65 million alongside a GBP1.5 million receivable.
The Company believes that the carrying values reflect the sizeable
JORC resource and work done to date as well as the potential to
progress the project to a mining license and Direct Shipping Ore
"DSO" production in 2023 and beyond. The Company has assessed the
viability of the project, given current and expected nickel prices
and the anticipated cost of a DSO operation, and believes the
project can be successfully taken into production in the mid-term
with a mining lease application already at a very advanced stage
with the PNG mining authorities. The Board further believes that
the likelihood of recovery of the receivable has remained firm over
the past 12-24 months due to the agreement post balance sheet date
for the disposal of the investment. See below under heading 'Assets
Held for Sale - Oro Nickel' for further details.
The Canegrass Lithium Project was purchased in April 2023 for
GBP200,000 of new ordinary shares in Corcel. The Company is
currently conducting initial exploration activities on the license
and is currently considering its options as relates to the project.
As such, the Directors believe that the project should remain on
the balance sheet at the cost of acquisition pending a decision on
the next steps.
The Group holds E&E assets of GBP2.014m at 30 June 2023.
Exploration assets comprise exploration and evaluation costs,
incurred on prospects at an exploratory stage. These costs include
the cost of acquisition of rights to explore, determination of
recoverable reserves, economic feasibility studies and all
technical and administrative overheads directly associated with
those projects. These costs are carried forward in the Statement of
Financial Position as non-current intangible assets less provision
for identified impairments. The most significant assumption for the
Group is that exploration and evaluation work undertaken to develop
its key projects will ultimately lead to successful recovery of
these costs through production or sale. The group believes these
costs are fully recoverable based on information available at this
time.
The Company acquired the Mt. Weld Rare Earth Element project
during the course of the second half of 2022, and immediately
entered into a farm out agreement with Riversgold (ASX:RGL) for an
immediate cash payment of AUD 30,000 and where RGL can earn a 50%
interest through paying 100% of a work program with a required
spend of AUD 500,000 over 12 months. Subsequently, as announced on
5 May 2023 the Company sold a 20% interest in Mt. Weld to
Extraction SRL for AUD$1,000,000, valuing the entirety at AUD$5M
and Corcel's 80% interest at AUD$4M (GBP3.29M). Given the fact that
a very recent cash based transaction value exists for the project,
the Directors believe that the holding level of the residual 80%
interest in the project should be marked to market
appropriately.
The Company, following a desktop study and assessment of the
likelihood of developing the project to production and revenue
generation has deemed necessary to impair the Dempster
Vanadium/Nickel Project in full.
Impairment of Investments in and loans to Subsidiaries
The carrying amount of investments in and loans made to
subsidiaries is tested for impairment annually and this process is
considered to be key judgement along with determining whenever
events or changes in circumstances indicate that the carrying
amounts for those assets may not be recoverable. When assessing the
recovery of these balances, the directors consider the likelihood
that the subsidiaries will be able to settle amounts owing, either
out of future cashflows or though the recovery of balances
receivable or divestment of assets. Where recovery of these
balances is driven by receivable balances within the subsidiary,
assessment of the likelihood of recovery and present value of
future cash inflows is undertaken to ensure the amounts support the
subsidiary loan carrying values in full.
No impairment of inter-company loans were deemed necessary in
the year.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with
employees and the issuance of warrants to investors by reference to
the fair value of the equity instruments at the date at which they
are granted. The fair value of share options and warrants is
determined using the Black-Scholes model and the estimates used
within this model are disclosed in Note 17.
Consideration receivable on disposal of Niugini Nickel
During the year, the Group divested of its subsidiary Niugini
Nickel Pty Ltd. Consideration for the disposal is receivable in
three tranches, see note 22 for details. In arriving at
determination of the fair value of the consideration receivable,
the directors have had to make certain judgements as to the
discount rate to use for the present valuing of future cashflows
arising from this consideration and the application of a risk
weighting to the determination of fair value for the tranche of
consideration that remains conditional on the project entering into
production and generating a certain level of profits.
Assets held for sale - Oro Nickel
During the year, the Group had entered into various discussions
for the divestment of its interest in the Oro Nickel joint venture.
On 16 October 2023 the Group announced the agreement of a deal to
sell its share of the project to Integrated Battery Metals, the
purchasers of the Niugini Nickel project during the course of the
year. As the consideration proceeds agreed with the purchaser
exceed the carrying value of the investment in the joint venture,
which is held for sale, the directors have determined that no
impairment of this balance is necessary in these financial
statements. On 23 October 2023 the initial consideration proceeds
of US1.6M, in the form of a loan for the divestment were received
following the execution of the transaction agreements. The
directors believe that the divestment agreement will after a
shareholder vote achieve commercial close in the near term either
through a sale to Integrated Battery Metals or through pre-emption
being exercised by Battery Metals Australasia Pty Ltd, and
consequently do not believe that any impairment or discounting of
these amounts receivable are necessary in these financial
statements. Refer to Note 24 for further information on how the
criteria within IFRS 5 have been met to classify the investment as
held for sale at the year end.
2. Segmental Analysis
During the year, the focus of the Group changed form the
development of battery metals projects and flexible storage
solutions to oil & gas exploration and production. However, the
Group had no revenue or operating expenses in this segment during
the year, having acquired interests in its APEX oil & gas
project immediately prior to the balance sheet date. As a
consequence, segmental analysis by industry omits oil & gas for
the current year and prior year comparatives.
Once the Group's main focus of operations becomes the
exploration for and production of oil & gas, the nature of
management information, examined by the Board, will alter to
reflect the need to monitor revenues, margins, overheads and trade
balances as well as cash.
IFRS 8 requires the reporting of information about the revenues
derived from the various areas of activity and the countries in
which revenue is earned regardless of whether this information is
used in by management in making operating decisions. Management
determined that the most useful presentation of revenues and
expenses came from an analysis by operational type as opposed to
geographic representation due to the similar nature of the revenues
and expenses when grouped in these categories.
Flexible Grid Corporate
Battery Solutions and
Metals (UK) unallocated Total
Year to 30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- -------- ------------- ------------ --------
Revenue - - - -
Management services - - 23 23
Project expenses (82) (9) - (91)
Exploration expenses - - - -
Administrative expenses (92) (66) (1,060) (1,218)
Currency (loss)/gain 1 - - 1
Share of profits in joint ventures (3) - - (3)
Impairment of receivables - - (61) (61)
Impairment of property, plant
and equipment - - (67) (67)
Impairment of Joint venture projects - (488) - (488)
Finance cost - net - - (224) (224)
------------------------------------- -------- ------------- ------------ --------
Net loss before tax from continuing
operations (176) (563) (1,389) (2,128)
------------------------------------- -------- ------------- ------------ --------
Flexible Grid Corporate
Battery Solutions and
Metals (UK) unallocated Total
Year to 30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- -------- ------------- ------------ -----------
Revenue - - - -
Management services - - 8 8
Other income - - 17 17
Project expenses (114) - - (114)
Exploration expenses - - - -
Administrative expenses (55) (28) (1,360) (1,443)
Currency (loss)/gain (7) - (5) (12)
Share of profits in joint ventures (76) - - (76)
Gain on sale of tenements 475 - - 475
Gain on sale of Joint venture
projects and associates 384 - - 384
Gain on sale of subsidiaries 41 246 - 287
Impairment of Joint venture projects (337) - - (337)
Finance cost - net - - (451) (451)
-------------------------------------- -------- ------------- ------------ ---------
Net loss before tax from continuing
operations 311 218 (1,791) (1,262)
-------------------------------------- -------- ------------- ------------ ---------
Information by Geographical Area
Presented below is certain information by the geographical area
of the Group's activities. Investment sales revenue and exploration
property sales revenue are allocated to the location of the asset
sold.
Papua
UK Australia New Guinea USA Canada Total
Year to 30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Revenue 23 - - - - 23
Total segment revenue and
other gains 23 - - - - 23
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Non-current assets
Investments in associates
and joint ventures - - 1,650 - 338 1,988
Goodwill - - - - - -
Property, plant and equipment 1 - 51 - - 52
Exploration & evaluation
assets - - 1,026 - - 1,026
Receivable from a joint
venture - - 1,502 - - 1,502
Purchased debt - - - - - -
FVTOCI financial instruments 1 - - - - 1
Total segment non-current
assets 2 - 4,229 - 338 4,569
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Papua
UK Australia New Guinea Africa Canada Total
Year to 30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Revenue 8 - - - - 8
Total segment revenue and 8 - - - - 8
other gains
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Non-current assets
Investments in associates
and joint ventures - - - - - -
Goodwill - - - - - -
Property, plant and equipment 1 - - - - 1
Exploration & evaluation
assets - 392 - 1,622 - 2,014
Receivable from a joint
venture - - 1,517 - - 1,517
Receivable from sale of
subsidiary - - 714 - - 714
Financial assets - FVTOCI - - - - - -
FVTOCI financial instruments 1 - - - - 1
Total segment non-current
assets 2 392 2,231 1,622 - 4,247
------------------------------ ---------- --------- ----------- --------- -------- ------------------
3. Loss on Ordinary Activities Before Taxation
2023 2022
Group GBP'000 GBP'000
---------------------------------------------------------- -------- --------
Loss on ordinary activities before taxation is stated
after charging:
Auditor's remuneration:
- fees payable to the Company's auditor for the audit
of consolidated and Company Financial Statements 42 33
Directors' emoluments (Note 8) 632 496
------------------------------------------------------ ------------ ----------
4. Administrative Expenses
Group Group Company Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- -------- -------- -------- --------
Staff costs
Payroll 498 514 498 514
Pension 27 20 27 20
Share-based payments 63 39 63 39
Consultants - - - -
Staff Welfare 3 8 3 8
Employers NI 86 53 86 53
Professional services
Accounting 106 94 87 70
Legal 65 46 54 4
Business development 12 3 12 3
Marketing & Investor relations 32 25 32 25
Funding costs 94 21 94 21
Other 83 111 44 25
Regulatory compliance 125 116 125 115
Travel 60 14 60 13
Office and Admin
General 43 35 35 32
IT costs 8 12 8 12
Rent 29 14 29 14
Insurance 108 93 106 91
----------------------------------- -------- -------- -------- --------
Total administrative expenses 1,442 1,218 1,363 1,059
----------------------------------- -------- -------- -------- --------
5. Finance Costs, Net
2023 2022
Group GBP'000 GBP'000
--------------------------------- -------- --------
Interest expense (123) (154)
Share based payments - investors (328) (70)
(451) (224)
--------------------------------- -------- --------
6. Taxation
2023 2022
GBP'000 GBP'000
------------------------------------------------------- -------- --------
Current period transaction of the Group
UK corporation tax at 19.00% (2022: 19.00%) on
profits for the period - -
Deferred tax
Origination and reversal of temporary differences - -
Deferred tax assets derecognised - -
------------------------------------------------------- -------- --------
Tax (credit) - -
------------------------------------------------------- -------- --------
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (1,262) (2,128)
------------------------------------------------------- -------- --------
Loss on ordinary activities at the average UK standard
rate of 19% (2022: 19.00%) (240) (404)
Effect of non-deductible expense 75 22
Effect of tax benefit of losses carried forward 164 382
Tax losses brought forward - -
Current tax (credit) - -
------------------------------------------------------- -------- --------
Deferred tax amounting to GBPnil (2022: GBPnil), relating to the
Group's investments was recognised in the Statement of
Comprehensive Income. No deferred tax charge has been recognised
due to uncertainty as to the timing of future profitability of the
Group. Unutilised trading losses are estimated at circa GBP3,827
thousand (2022: GBP3,663) and capital losses estimated circa GBPnil
(2022: GBPnil).
On 6 April 2023 the UK corporation tax rate increased from 19%
to 25%, affecting approx. 25% of the losses for the year of report.
The Company and Group has elected not to apply a blended rate to
the above calculations of current tax on the grounds that any such
adjustment would be immaterial.
7. Staff Costs
The aggregate employment costs of staff for the Group (including
Directors) for the year was:
2023 2022
GBP'000 GBP'000
----------------------------------------- -------- --------
Wages and salaries 534 514
Pension 27 20
Social security costs, net of allowances 87 53
Medical costs 3 8
Employee share-based payment charge 63 39
----------------------------------------- -------- --------
Total staff costs 714 634
----------------------------------------- -------- --------
The average number of Group employees (including Directors)
during the year was:
2023 2022
Number Number
--------------- -------- -------
Directors 3 4
Executives 2 0
Administration 1 1
6 5
------------------------ -------
During the year, for all Directors and employees, who have been
employed for more than three months, the Company contributed to a
defined contributions pension scheme as described under Directors'
remuneration in the Directors' Report and a Share Incentive Plan
("SIP") as described under Management incentives in the Directors'
Report.
All emoluments presented for current and comparative years,
except for pension, are short-term in nature.
8. Directors' Emoluments
Directors' Share Incentive Pension Short term
fees Bonus Plan contributions benefits Total
2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- --------- --------------- --------------- ---------- --------
Executive Directors
J Parsons* 253 30 - 19 - 302
S Kaintz 182 35 2 17 - 236
A Karam 4 - - - - 4
Non-executive Directors
E Ainsworth 42 - - - - 42
H Bellingham 37 10 - - - 47
Y Zhao 2 - - - - 2
519 75 2 36 - 632
------------------------ ---------- --------- --------------- --------------- ---------- --------
Directors' Share Incentive Pension Short term
fees Bonus Plan contributions benefits Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- --------- --------------- --------------- ---------- --------
Executive Directors
J Parsons* 152 30 - 10 - 192
S Kaintz 175 35 7 16 3 236
------------------------ ---------- --------- --------------- --------------- ---------- --------
Non-executive Directors
E Ainsworth 40 - - - - 40
H Bellingham 28 - - - - 28
395 65 7 26 3 496
------------------------ ---------- --------- --------------- --------------- ---------- --------
* Includes 8% pension contribution paid in cash as a part of
gross salary.
The number of Directors, who exercised share options in year,
was nil (2022: nil).
In the current year, amounts totalling GBP59,034 (2022: GBPnil)
to J Parsons and GBP2,936 (2022: GBPnil) to Scott Kaintz relating
to directors fees and bonuses respectively, net of tax and national
insurance deductions, were settled in shares. In the year to 30
June 22, J Parsons was awarded a GBP60k bonus and S Kaintz a GBP70k
bonus, half of which was paid in the prior year and half of it was
paid in the current year.
During the year, the Company contributed to a Share Incentive
Plan, more fully described in the Directors' Report, where shares
were issued to each employee, including Directors, making a total
of 3,506,490 (2022: 896,549) partnership and matching shares. Those
shares were issued in relation to services provided by those
employees during the reporting year.
The Company also operates a contributory pension scheme, more
fully described in the Directors' Report in the section Directors'
Remuneration.
No options were granted in the current year. In the prior year
the following options were granted to the Directors of the Company
with a total FV charge to the profit for the year of GBP15,829.
Exercise price
2022 Number of Options (pence) Grant date Expiry date
------------------------ ----------------- ---------------- ---------------- ----------------
Executive Directors
J Parsons 6,547,197 1.7p 28 February 2022 27 February 2027
S Kaintz 6,547,197 1.7p 28 February 2022 27 February 2027
Non-executive Directors
E Ainsworth 2,805,942 1.7p 28 February 2022 27 February 2027
H Bellingham 2,805,942 1.7p 28 February 2022 27 February 2027
9. Earnings per Share
The basic earnings/(loss) per share is derived by dividing the
loss for the year attributable to ordinary shareholders of the
Parent by the weighted average number of shares in issue. Diluted
earnings/(loss) per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Parent by the
weighted average number of shares in issue plus the weighted
average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary
shares.
2023 2022
-------------------------------------------------- -------------------- ------------
Loss attributable to equity holders
of the Parent Company, GBP'000 (1,262) (2,128)
Weighted average number of ordinary
shares of GBP0.0001 in issue, used for
basic EPS 714,863,518 401,737,832
----------------------------------------------------- -------------------- ------------
Earnings per share - basic, pence ( 0.18) (0.5)
----------------------------------------------------- -------------------- ------------
Earnings per share - fully diluted,
pence (0.18) (0.5)
----------------------------------------------------- -------------------- ------------
At 30 June 2023 and at 30 June 2022, the effect of all the instruments
in issue is anti-dilutive as it would lead to a further reduction
of loss per share, therefore, they were not included into the
diluted loss per share calculation.
Options and warrants with conditions not met at the end of the
period, that could potentially dilute basic EPS in the future,
but were not included in the calculation of diluted EPS for the
periods presented:
2023 2022
---------------------------------------------------------- ------------ ------------
(a) Share options granted to employees - total,
of them 26,687,412 26,783,412
* Vested at the end of reporting period - 96,000
* Not vested at the end of the reporting period 26,687,412 26,687,412
(b) Number of warrants in issue 511,942,464 171,999,329
------------------------------------------------------------- ------------ ------------
Total number of contingently issuable shares
that could potentially dilute basic earnings
per share in future and anti-dilutive potential
ordinary shares that were not included into
the fully diluted EPS calculation 538,629,876 198,782,741
------------------------------------------------------------- ------------ ------------
There were no ordinary share transactions after 30 June 2023,
that that could have changed the EPS calculations significantly if
those transactions had occurred before the end of the reporting
period.
10. Investments in Subsidiaries and Goodwill
Investments Investments Goodwill Goodwill
in subsidiaries in subsidiaries 2023 2022
2023 2022 GBP'000 GBP'000
Company GBP GBP
--------------------------------- ---------------- ---------------- -------- --------
Cost
At 1 July 2021 and 1 July 2022 1,014 - 131 131
Additions (Note 23) 966 1,014 - -
--------------------------------- ---------------- ---------------- -------- --------
At 30 June 2023 and 30 June 2022 1,980 1,014 131 131
--------------------------------- ---------------- ---------------- -------- --------
Impairment
At 1 30 June 2023 and 30 June
2022 - - (131) (131)
--------------------------------- ---------------- ---------------- -------- --------
Net book amount at 30 June 2023 1,980 - - -
--------------------------------- ---------------- ---------------- -------- --------
Net book amount at 30 June 2022 1,014 1,014 - -
--------------------------------- ---------------- ---------------- -------- --------
The Parent Company of the Group holds more than 50% of the share
capital of the following companies, the results of which are
consolidated:
Proportion
Country of held by Nature of
Company Name registration Class Group business
------------------------------ ------------- -------- ---------- -----------------------
Corcel Australasia Pty
Limited Australia Ordinary 100% Mineral exploration
Flexible Grid Solutions
Limited (former ESTEQ
Limited) UK Ordinary 100% Holding company
Flexible Grid One Limited
(former Allied Energy Energy storage
Services Ltd (indirectly and trading and
owned through ESTEQ Limited)) UK Ordinary 100% grid backup
Atlas Petroleum Exploration
Worldwide Limited BVI Ordinary 90% Oil and gas exploration
------------------------------ ------------- -------- ---------- -----------------------
Corcel Australasia Pty Limited and Niugini Nickel Pty Ltd
registered office is c/o Paragon Consultants PTY Ltd, PO Box 903,
Claremont WA, 6910, Australia.
Flexible Grid Solutions Limited registered office is Salisbury
House, London Wall, London EC2M 5PS, United Kingdom.
Flexible Grid One Limited registered office is Salisbury House,
London Wall, London EC2M 5PS, United Kingdom.
Atlas Petroleum Exploration Worldwide Limited registered office
is 18000 Groschke Rd. Bldg A-1, Houston, Texas, 77084, USA
Weirs Drove Development Limited (indirectly owned through
Flexible Grid Solutions Limited)
On 19 June 2020, the Company announced an investment acquiring a
50% stake in Weirs Drove Development Limited, a developer of UK
based energy storage and flexible production projects. The cost of
the transaction was an initial investment and directly attributable
acquisitions costs, totalling GBP37,750, with the agreement to
extend a further GBP100,000, following the project meeting all
shovel ready criteria. At year end, these conditions had not been
met and so the Company has impaired the value of the project to
GBPnil, pending further developments. Goodwill in the amount of
GBP25,250 was recognised in relation to this acquisition and
subsequently impaired to GBPnil as at 30 June 2022.
On 1 December 2020, the Company announced the acquisition of the
remaining 50% interest in Weirs Drove Development Limited, thereby
becoming the 100% owner of the Burwell project for consideration of
GBP90,000. This total potential consideration was broken down into
GBP15,000 payable in cash and GBP75,000 payable in new Corcel
ordinary shares due at financial close of the initial 50MW of
capacity of the Burwell project.
In the year ended June 2022, the investment in Weirs Drove
Development Limited was fully impaired.
On 25 January 2023, the Company disposed of 100% interest in
Weirs Drove Development Limited for GBP250,000 as financial close
of the initial acquisition of the remaining 50% interest in Weirs
Drove Development Limited noted above never took place prior to
disposal, the GBP75,000 payable in Corcel new ordinary shares to
the vendors were not issued and therefore these amounts have been
recycled from shares to issue reserve to retained earnings. As the
project was held at a carrying value of GBP4,000 in the group
accounts at the point of disposal, a gain on disposal of GBP246,000
has been recognised in the current year Statement of Comprehensive
Income.
Niugini Nickel Pty Ltd
On 26 June 2023, the Group disposed of its 100% interest in
Niugini Nickel Pty Ltd. See note 22 for further details. Disposal
of the subsidiary in the year gave rise to a gain of GBP41,000.
In aggregate, the Group has realised a gain on disposal of Wiers
Drove Development Limited and Niugini Nickel Pty Ltd of
GBP287,000.
11. Investments in Associates and Joint Ventures
Group Company
Carrying balance GBP'000 GBP'000
-------------------------------------------- ------------------------- ----------------------
At 1 July 2021 2,380 2,500
Additions 11 12
Share of loss in joint venture (3) -
Impairment of investment in associate (400) (400)
At 30 June 2022 1,988 2,112
Additions - -
Share of loss in joint venture (76) -
Impairment of investment in associate - DVY (337) (337)
Transfer to assets held for sale (Note 24) (1,575) (1,775)
Net book amount at 30 June 2023 - -
-------------------------------------------- ------------------------- ----------------------
At 30 June 2023, the Parent Company of the Group had a
significant influence by virtue other than a shareholding of over
20% or had joint control through a joint venture contractual
arrangement in the following companies:
Proportion
held Proportion
by held by Status
Country Group Group at
of at 30 at 30 June 30 June Accounting
Company Name registration Class June 2023 2022 2023 year end
--------------------- -------------- --------- ---------- ----------- --------- ------------
Direct
Oro Nickel Ltd (Held
indirectly through
Oro Nickel Vanuatu) Papua
(Joint Venture) New Guinea Ordinary 41% 41% Active 30 June 2023
DVY196 Holdings Corp
(Joint Venture) UK Ordinary 50% 50% Inactive 30 Sept 2022
--------------------- -------------- --------- ---------- ----------- --------- ------------
Oro Nickel Ltd registered office is c/o Sinton Spence Chartered
Accountants, 2(nd) Floor, Brian Bell Plaza, Turumu Street, Boroko,
National Capital District, Papua New Guinea.
DVY196 Holdings Corp registered office is 3081 3(rd) Avenue,
Whitehorse, Yukon, Canada Y1A 4Z7.
Summarised financial information for the Company's associates
and joint ventures, where available, is given below for the year as
at 30 June 2023:
Revenue Loss Assets Liabilities Net Assets
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- -------- -------- -------- ----------- ----------
Oro Nickel Ltd - (184) 4,683 (4,219) 463
--------------- -------- -------- -------- ----------- ----------
Oro Nickel DVY196 Total Group
Carrying balance GBP'000 GBP'000 GBP'000
------------------------------- ---------- ------------------------- -----------
At 1 July 2022 1,651 337 1,988
Additions - - -
Share of loss in joint venture (76) - (76)
Impairment - (337) (337)
Transfer to assets held for
sale (1,575) - (1,575)
Net book amount at 30 June -
2023 - -
-------------------------------- ---------- ------------------------- -----------
The investment in DVY196 has been fully impaired in the year as
the directors now consider that realisation of the value of this
investment is unlikely, and no further work on the licenses will be
undertaken.
12. Financial Instruments with Fair Value through Other
Comprehensive Income (FVTOCI)
30 June 30 June 30 June 30 June
2023 2022 2023 2022
Group Group Company Company
GBP'000 GBP'000 GBP'000 GBP'000
--- ------------------------------------ ------------ --------- --------- ---------
FVTOCI financial instruments
at the beginning of the period 1 7 1 7
Transferred from Available-for-sale - - - -
category
Additions - - - -
Disposals - - - -
Revaluations and impairment - (6) - (6)
---------------------------------------- ---- ------- --------- --------- -----------
FVTOCI financial assets at
the end of the period 1 1 1 1
---------------------------------------- ---- ------- --------- --------- -----------
Market Value of Investments
The market value as at 30 June 2023 of the investments',
available for sale listed and unlisted investments, was as
follows:
30 June
2023 30 June 2022 30 June 2023 30 June 2022
Group Group Company Company
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- ------------ ------------ ------------
Quoted on other foreign stock
exchanges 1 1 1 1
At 30 June 1 1 1 1
----------------------------- -------- ------------ ------------ ------------
30 June 30 June 2022 30 June 30 June
2023 Group 2023 2022
Group GBP Company Company
GBP GBP GBP
----------------------------- --------- ------------- --------- ---------
FVTPL financial instruments
at the beginning of the
period - 72 - 72
Additions - - - -
Disposals - - - -
Revaluations - (72) - (72)
----------------------------- --------- ------------- --------- ---------
FVTPL financial assets
at the end of the period
(audited) - - - -
----------------------------- --------- ------------- --------- ---------
13. Trade and Other Receivables
Group Company
------------
2023 2022 2023 2022
GBP GBP GBP GBP
----------------------------------- ----- ----- ----- -----
Non-current
Amounts owed by Group undertakings - - 286 278
Purchased debt - - - -
Amounts owed by related parties
- due from associates and joint
ventures 1,517 1,502 1,517 1,502
- due from sale of subsidiary 714 - - -
----------------------------------- ----- ----- ----- -----
Total non-current 2,231 1,502 1,803 1,780
----------------------------------- ----- ----- ----- -----
Current
Sundry debtors 371 130 64 116
Prepaid directors fees - J
Parsons 79 - 79 -
Prepayments 168 147 173 141
Debt from issue of shares 136 - 136 -
Amounts owed by related parties
- due from key management - - - -
Total current 754 277 453 257
----------------------------------- ----- ----- ----- -----
Sundry debtors include a balance of:
-- GBP57,493 (2022: GBP48,493) owed by Curzon Energy Plc, a
related party entity as a result of having a common Director.
-- GBP36,000 (2022: GBPNil) owed by Arlington Energy Limited,
owner of the Tring Road project disposed of in the year.
14. Trade and Other Payables
Group Company
------------ ------------
2023 2022 2023 2022
GBP GBP GBP GBP
------------------------------------- ----- ----- ----- -----
Trade and other payables 177 191 213 209
Amounts due to related parties:
* due to Red Rock Resources plc - 10 - 10
Accruals 538 123 252 104
Trade and other payables 715 325 465 322
Borrowings (note 20) 602 1,423 602 1,423
------------------------------------- ----- ----- ----- -----
Total 1,317 1,747 1,067 1,745
------------------------------------- ----- ----- ----- -----
Short Term Borrowings Maturity
2023 2022
GBP'000 GBP'000
--------------------------- -------- --------
31 October 2022 - 778
30 September 2024 547 645
Due by 31 January 2024 55 -
Total long-term borrowings 602 1,423
--------------------------- -------- --------
C4 Energy Notes - YA PN II - Riverfort
During the prior year, GBP100,000 of principal was repaid by the
Company in cash and GBP128,586 of the principal was converted into
ordinary shares of the Company . In the current year, GBP175,000 of
the principle was repaid by the Company in cash, no conversions had
taken place in the year.
More details on all the borrowing are given in Note 25.
15. Reserves
Share Premium
The share premium account represents the excess of consideration
received for shares issued above their nominal value net of
transaction costs.
Shares to be Issued
The shares to be issued account represents the share capital
that has been committed to be issued in settlement of the
consideration for the acquisition of the remaining 50% interest in
Wiers Drove Developments limited in December 2020. See note 16
below for more details.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses
that have arisen on the retranslation of overseas operations.
Retained Earnings
Retained earnings represent the cumulative profit and loss net
of distributions to owners.
FVTOCI Revaluation Reserve
The fair value through other comprehensive income (FVTOCI)
reserve represents the cumulative revaluation gains and losses in
respect of FVTOCI investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge
for options granted, still outstanding and not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for
warrants granted, still outstanding and not exercised.
16. Share Capital, Share Premium and Shares to be Issued of the
Company
The share capital of the Company is as follows:
2023 2022
Authorised, issued and fully paid GBP'000 GBP'000
----------------------------------------------------------- ------------- ---------- ----------------
1,344,381,984 ordinary shares of GBP0.0001
each (2022: 440,878,295)) 135 44
1,788,918,926 deferred shares of GBP0.0009
each 1,610 1,610
2,497,434,980 A deferred shares of GBP0.000095
each 237 237
8,687,335,200 B Deferred shares of GBP0.000099
each 860 860
----------------------------------------------------------- ------------- ---------- ----------------
As at 30 June 2,842 2,751
----------------------------------------------------------- ------------- ---------- ----------------
Nominal, Share Premium,
Movement in ordinary shares Number GBP GBP
----------------------------------------------------------- ------------- ---------- ----------------
As at 30 June 2021 - ordinary shares of GBP0.0100
each 384,787,602 38,480 24,161,469
----------------------------------------------------------- ------------- ---------- ----------------
Issued on 21 February 2022 at GBP0.015 per
share (non cash creditor settlement) 7,200,000 720 107,280
Issued on 28 February 2022 at GBP0.015 per
share (non cash conversion of debt) 8,572,400 857 127,729
Issued on 16 March 2022 at GBP0.015 per share
(cash placing) 25,793,332 2,579 384,321
Share issue costs in relation to shares issued
on 16 March 2022 - - (48,250)
Issued on 16 March 2022 at GBP0.015 per share
(non cash conversion of debt) 11,333,333 1,133 168,867
Issued on 4 April 2022 at GBP0.01525 per share
(cash placing) 2,295,080 230 34,770
* Issued on 5 April 2022 at GBP0.0145 per share (non-
cash SIP) 496,550 50 14,288
* Issued on 5 April 2022 at GBP0.0135 per share (non-
cash SIP) 399,999 40 10,710
As at 30 June 2022 - ordinary shares of GBP0.0100
each 440,878,296 44,089 24,961,184
----------------------------------------------------------- ------------- ---------- ----------------
Issued on 27 July 2022 at GBP0.004 per share
(cash placing) 84,000,000 8,400 302,234
Issued on 22 August 2022 at GBP0.004 (cash
placing) 5,330,000 533 20,787
Issued on 31 October 2022 at GBP0.004 per
share (cash placing) 50,000,000 5,000 195,000
Issued on 23 December 2022 at GBP0.004 per
share (non-cash acquisition of asset) 50,000,000 5,000 195,000
Issued on 4 January 2023 at GBP0.004 per share
(cash placing) 116,500,000 11,650 454,350
Issued on 5 January 2023 at GBP0.004 per share
(non-cash creditor settlement) 5,000,000 500 19,500
Issued on 5 January 2023 at GBP0.00210003
per share (non-cash creditor settlement)) 37,028,094 3,703 74,057
Issued on 3 February 2023 at GBP0.0026 per
share (non- cash salary settlement) 16,910,618 1,691 42,277
Issued on 20 April 2023 at GBP0.0035 per share
(cash placing) 85,714,185 8,572 291,429
Issued on 9 May 2023 at GBP0.004 per share
(non-cash acquisition of asset) 50,000,000 5,000 195,000
Issued on 5 June 2023 at GBP0.00385 per share
(non- cash SIP) 1,870,128 187 7,013
Issued on 5 June 2023 at GBP0.0033 per share
(non- cash SIP) 1,636,362 164 5,236
Issued on 6 June 2023 at GBP0.004 per share
(non-cash acquisition of asset) 28,240,839 2,824 110,139
Issued on 6 June at GBP0.0033 per share (non-cash
acquisition of asset) 200,000,000 20,000 640,000
Issued on 6 June at GBP0.004 per share (non-cash
acquisition of asset) 70,685,250 7069 275,672
Issued on 9 June 2023 at GBP0.0035 per share
(cash placing) 85,714,285 8,571 291,429
Issued on 20 June 2023 at GBP0.004 per share
(non- cash salary settlement) 14,873,828 1,487 58,008
----------------------------------------------------------- ------------- ---------- ----------------
As at 30 June 2023 - ordinary shares of GBP0.0100
each 1,344,381,984 134,438 28,138,443
----------------------------------------------------------- ------------- ---------- ----------------
The Company's share capital consists of three classes of shares,
being:
-- Ordinary shares with a nominal value of GBP0.0001, which are
the company's listed securities;
-- Deferred shares with a nominal value of GBP0.0009;
-- A Deferred shares with a nominal value of GBP0.000095;
-- B Deferred share with a nominal value of GBP0.000099
Subject to the provisions of the Companies Act 2006, the
deferred shares may be cancelled by the Company, or bought back for
GBP1 and then cancelled. These deferred shares are not quoted and
carry no rights whatsoever.
Shares to be Issued
On 1 December, 2020 the Company acquired the remaining 50%
interests in WDD for potential consideration of GBP90,000, payable
in GBP15,000 in cash and GBP75,000 in new ordinary shares. The
GBP75,000 consideration, payable in shares, was dependant on the
financial close of the initial 50MW of capacity of the Burwell
Project. Financial close is defined as having a fully funded SPV to
take the project forward to operational capacity or any potential
disposal or sale.
On 25 January 2023, the Company disposed of 100% interest in
Weirs Drove Development Limited as financial close of the initial
acquisition of the remaining 50% interest in the 50MW Burwell
Project noted above never took place prior to disposal, the
GBP75,000 payable in Corcel new ordinary shares to the vendors were
not issued and therefore these amounts have been recycled from
shares to issue reserve to retained earnings.
Warrants
At 30 June 2023, the Company had 511,942,464 warrants in issue
(2022: 171,999,329) with exercise prices ranging GBP0.004-GBP0.25
(2022: GBP0.01245-GBP0.60). The weighted average remaining life of
the warrants at 30 June 2023 was 482 days (2022: 406 days).
On 21 December 2022 20 million warrants issued on 12 May 2021
were repriced from a strike price of 2.5p to 0.4p. No adjustments
to the fair value of these warrants have been recognised in these
financial statements as a result from this repricing.
On 21 December 2022 30 million warrants issued on 21 February
2022 were cancelled with 214.29 million new warrants being issued
at a strike price of 0.21p. An additional IFRS 2 charge of
GBP179,080 associated with this reissuance of warrants has been
recognised in these financial statements in the current year.
Details related to valuation of all warrants are disclosed
below.
2023 2022
Group and Company number of number of
warrants warrants
------------------------------------------- ------------- ------------
Outstanding at the beginning of the period 171,999,329 170,399,328
Granted during the period 444,582,214 33,800,000
Exercised during the period - -
Lapsed during the period (104,639,079) (32,199,999)
------------------------------------------- ------------- ------------
Outstanding at the end of the period 511,942,464 171,999,329
------------------------------------------- ------------- ------------
At 30 June 2023, the Company had the following warrants to
subscribe for shares in issue:
Warrant Number of post
exercise consolidation
Grant date Expiry date price warrants
---------------------------- --------------- ----------- --------------------------
17 July 2019 1 July 2024 GBP0.25 200,000
23 Oct 2020 22 Oct 2023 GBP0.016 13,630,250
12 May 2021 12 May 2024 GBP0.015 20,000,000
13 December
14 December 2021 2024 GBP0.015 3,800,000
20 February
21 February 2022 2024 GBP0.015 30,000,000
20 July 2022 20 July 2023 GBP0.005 84,000,000
15 Aug 2022 15 Aug 2023 GBP0.005 5,330,000
15 Aug 2022 15 Aug 2023 GBP0.004 4,466,500
17 Oct 2022 16 Oct 2025 GBP0.004 50,000,000
20 Dec 2022 20 Dec 2025 GBP0.004 116,500,000
31 March
21 Dec 2022 2025 GBP0.0021 184,285,714
---------------------------- --------------- ----------- --------------------------
Total warrants in issue at
30 June 2023 511,942,464
---------------------------------------------------------- --------------------------
The aggregate fair value recognised in warrants reserve in
relation to the share warrants granted during the reporting period
was GBP327,660 (2022: GBP70,400) and has been recognised in finance
costs during the year.
The following information is relevant in the determination of
the fair value of warrants granted during the reporting period.
Black-Scholes valuation model was applied for all the warrants
below:
Warrant Share UK
Number Warrant exercise price risk-free FV FV of
of life, price, at the rate Volatility, of 1 all
Grant Expiry warrants years GBP grant at the % warrant, warrants,
date date date, date GBP GBP
GBP of grant,
%
-------- --------- ------------ --------- --------- ------- ---------- ------------- ---------- -----------
20 July 20 July
2022 2023 84,000,000 1 0.005 0.0038 2.2330 21.99 0.0001 4,960
15 Aug 15 Aug
2022 2023 5,330,000 1 0.005 0.0043 2.1700 30.76 0.0003 1,670
15 Aug 15 Aug
2022 2023 4,466,500 1 0.004 0.0043 2.1700 30.76 0.0003 3,210
17 Oct 16 Dec
2022 2025 50,000,000 3 0.004 0.0038 3.1505 57.09 0.0003 74,560
20 Dec 20 Dec
2022 2025 116,500,000 3 0.004 0.0025 3.1495 50.22 0.0003 64,180
21 Dec 31 Mar
2022 2025 184,285,714 2.277 0.0021 0.0026 3.4010 43.94 0.0003 179,080
Total
at 30
June 2023 444,582,214 327,660
------------------ ------------- --------- --------- ------- ---------- ------------- ---------- -----------
Expected volatility values used in the calculation of fair value
for options and warrants have been determined by reference to the
historical volatility of the Comp[any over the same backward
looking period as the expected exercise period of the option or
warrant on the date of grant.
Capital Management
Management controls the capital of the Group in order to control
risks, provide the shareholders with adequate returns and ensure
that the Group can fund its operations and continue as a going
concern. The Group's debt and capital, includes ordinary share
capital and financial liabilities, supported by financial assets
such as cash, receivables and investments. There are no externally
imposed capital requirements.
Management effectively manages the Group's capital by assessing
the Group's financial risks and adjusting its capital structure in
response to changes in these risks and in the market. These
responses include the management of debt levels, distributions to
shareholders and share issues. There have been no changes in the
strategy adopted by management to control the capital of the Group
since the prior year.
17. Share-Based Payments
Employee Share Options
In prior years, the Company established an employee share option
plan to enable the issue of options as part of the remuneration of
key management personnel and Directors to enable them to purchase
ordinary shares in the Company. Under IFRS 2 "Share-based
Payments", the Company determines the fair value of the options
issued to Directors and employees as remuneration and recognises
the amount as an expense in the Income Statement with a
corresponding increase in equity.
At 30 June 2023, the Company had outstanding options to
subscribe for post-consolidation Ordinary shares as follows:
Options issued Options issued Options issued Total
5 December 2019, 31 January 2020 28 February Number
exercisable at exercisable 2022 exercisable
GBP0.0275 per at GBP0.0285 at GBP0.017
share, expiring per share, expiring per share,
on 5 December on 31 January expiring on
2024 2025 27 February
2027
------------- ----------------- -------------------- ----------------- ----------
S Kaintz - 3,040,567 6,547,197 9,683,764
J Parsons 3,040,567 - 6,547,197 9,587,764
E Ainsworth - - 2,805,942 2,805,942
H Bellingham - - 2,805,942 2,805,942
Employees - - 1,900,000 1,900,000
------------- ----------------- -------------------- ----------------- ----------
Total 3,040,567 3,040,567 20,606,278 26,687,412
------------- ----------------- -------------------- ----------------- ----------
2023 2022
--------------------- ----------------------
Weighted Weighted
Number average average
of exercise Number of exercise
options price options price
Company and Group Number GBP Number Pence
------------------------------ ---------- --------- ----------- ---------
Outstanding at the beginning
of the period 26,783,412 0.022 6,212,534 0.42
Granted during the year - - 20,606,278 0.017
Lapsed during the period (96,000) 0.008 (35,400) 0.45
Outstanding at the end of the
period 26,687,412 0.0195 26,783,412 0.022
------------------------------ ---------- --------- ----------- ---------
The exercise price of options outstanding at 30 June 2023 and 30
June 2022, ranged between GBP0.017 and GBP0.80. Their weighted
average contractual life was 4.176 years (2022: 4.161 years).
Of the total number of options outstanding at 30 June 2023,
GBPnil (2022: 96,000) had vested and were exercisable. The weighted
average share price (at the date of exercise) of options, exercised
during the year, was nil (2022: nil) as no options were exercised
during the reporting year (2022: nil).
Share-based remuneration expense, related to the share options
granted during the reporting period, is included in the
Administrative expenses line in the Consolidated Income Statement
in the amount of GBP52,167 (2022: GBP17,436).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share
Incentive Plan (SIP), a government approved scheme, the terms of
which provide for an equal reward to every employee, including
Directors, who have served for three months or more at the time of
issue. The terms of the plan provide for:
-- each employee to be given the right to subscribe any amount
up to GBP150 per month with Trustees, who invest the monies in the
Company's shares;
-- the Company to match the employee's investment by
contributing an amount equal to double the employee's investment
("matching shares"); and
-- the Company to award free shares to a maximum of GBP3,600 per employee per annum.
The subscriptions remain free of taxation and national insurance
if held for five years.
All such shares are held by SIP Trustees and the shares cannot
be released to participants until five years after the date of the
award.
During the financial year, a total of 3,506,490 free, matching
and partnership shares were awarded (2022: 896,549), resulting in a
share-based payment charge of GBP10,800 (2022: GBP21,500), included
into administrative expenses line in the Consolidated Income
Statement.
18. Cash and Cash Equivalents
30 June 30 June
2023 2022
Group GBP'000 GBP'000
------------------------- -------- --------
Cash in hand and at bank 257 25
------------------------- -------- --------
30 June 30 June
2023 2022
Company GBP'000 GBP'000
------------------------- -------- --------
Cash in hand and at bank 256 20
------------------------- -------- --------
Credit Risk
The Group's exposure to credit risk, or the risk of
counterparties defaulting, arises mainly from notes and other
receivables. The Directors manage the Group's exposure to credit
risk by the application of monitoring procedures on an ongoing
basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing
exclusively with high credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk
exposure to any single counterparty or any group of counterparties,
having similar characteristics. The Directors define major credit
risk as exposure to a concentration exceeding 10% of a total class
of such asset.
The Company maintains its cash reserves in Coutts & Co,
which maintains an A-1 credit rating from Standard &
Poor's.
19. Financial Instruments
19.1 Categories of Financial Instruments
The Group and the Company holds a number of financial
instruments, including bank deposits, short-term investments, loans
and receivables and trade payables. The carrying amounts for each
category of financial instrument are as follows:
Group 2023 2022
30 June GBP'000 GBP'000
---------------------------------------------- -------- --------
Financial assets
Fair value through other comprehensive income
financial assets
Quoted equity shares (Note 12) 1 1
Total financial assets carried at fair value,
valued at observable market price 1 1
Cash and cash equivalents 257 25
Loans and receivables
Receivable from JVs 1,517 1,502
Receivable from sale of subsidiary 714
Other receivables 754 277
Total financial assets held at amortised cost 2,985 1,779
Total financial assets 3,243 1,805
---------------------------------------------- -------- --------
Total current 1,011 302
---------------------------------------------- -------- --------
Total non-current 2,232 1,503
---------------------------------------------- -------- --------
Company 2023 2022
30 June GBP'000 GBP'000
---------------------------------------------- --------- --------
Financial assets
Fair value through other comprehensive income
financial assets
Quoted equity shares 1 1
Total FVTOCI financial assets 1 1
Fair value through profit and loss financial
assets
Investments in a project of a private entity - -
---------------------------------------------- --------- --------
Total financial assets carried at fair value,
valued using valuation techniques - -
Cash and cash equivalents 256 20
Loans and receivables
Receivable from JVs 1,517 1,502
Purchased debt - current - -
Receivable from subsidiaries 287 278
Other receivables 453 257
Total financial assets held at amortised cost 2,257 2,037
Total financial assets 2,514 2,058
---------------------------------------------- --------- --------
Total current 709 277
---------------------------------------------- --------- --------
Total non-current 1,805 1,780
---------------------------------------------- --------- --------
Financial Instruments Carried at Fair Value Using Valuation
Techniques Other than Observable Market Value
Financial instruments, valued using other valuation techniques,
can be reconciled from beginning to ending balances as follows:
Group 2023 2022
30 June GBP'000 GBP'000
---------------------------------------- -------- --------
Financial liabilities at amortised cost
Loans and borrowings
Trade and other payables 715 323
Borrowings 602 1,423
Total financial liabilities 1,317 1,746
---------------------------------------- -------- --------
Trade Receivables and Trade Payables
Management assessed that other receivables and trade and other
payables approximate their carrying amounts largely due to the
short-term maturities of these instruments.
Borrowings
The carrying value of interest-bearing loans and borrowings is
determined by calculating present values at the reporting date,
using the issuer's borrowing rate. The loans are due in January
2024 and September 2024 and impact of the discounting is immaterial
and, therefore, not included into the valuation. Both loans have
been repaid post year end. See note 14 for further detail.
19.2 Fair Values
Financial assets and financial liabilities, measured at fair
value in the statement of financial position, are grouped into
three levels of a fair value hierarchy. The three levels are
defined, based on the observability of significant inputs to the
measurement, as follows:
-- Level 1: Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
-- Level 2: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable; and
-- Level 3: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
The carrying amount of the Group and the Company's financial
assets and liabilities is not materially different to their fair
value. The fair value of financial assets and liabilities is
included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced or liquidation sale. Where a quoted price in an active
market is available, the fair value is based on the quoted price at
the end of the reporting period. In the absence of a quoted price
in an active market, the Group uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable
inputs.
The following table provides the fair value measurement
hierarchy of the Group's assets and liabilities:
Level
1 Level 2 Level 3 Total
Group and Company GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------- -------- -------- --------
30 June 2023
Financial assets at fair value through
other comprehensive income
- Quoted equity shares 1 - - 1
Financial assets at fair value through - - -
profit and loss -
--------------------------------------- -------- -------- -------- --------
Level 1 Level 2 Level 3 Total
Group and Company GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------- -------- -------- --------
30 June 2022
Financial assets at fair value through
other comprehensive income
- Quoted equity shares 1 - - 1
Financial assets at fair value through - - - -
profit and loss
--------------------------------------- -------- -------- -------- --------
19.3 Financial Risk Management Policies
The Directors monitor the Group's financial risk management
policies and exposures, and approve financial transactions.
The Directors' overall risk management strategy seeks to assist
the consolidated Group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its
functions include the review of credit risk policies and future
cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial
instruments are credit risk and market risk, consisting of interest
rate risk, liquidity risk, equity price risk and foreign exchange
risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises
from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures
(such procedures include the utilisation of systems for the
approval, granting and renewal of credit limits, regular monitoring
of exposures against such limits and monitoring of the financial
liability of significant customers and counterparties), ensuring,
to the extent possible, that customers and counterparties to
transactions are of sound creditworthiness. Such monitoring is used
in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in
financial institutions that maintain a high credit rating or in
entities that the Directors have otherwise cleared as being
financially sound.
Trade and other receivables, that are neither past due nor
impaired, are considered to be of high credit quality. Aggregates
of such amounts are as detailed in Note 13.
There are no amounts of collateral held as security in respect
of trade and other receivables.
The consolidated Group does not have any material credit risk
exposure to any single receivable or group of receivables under
financial instruments entered into by the consolidated Group.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages
this risk through the following mechanisms:
-- monitoring undrawn credit facilities;
-- obtaining funding from a variety of sources; and
-- maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to
finance operations and that controls over expenditures are
carefully managed. All financial liabilities are due to be settled
within the next twelve months.
Market Risk
Interest Rate Risk
The Company is not exposed to any material interest rate risk
because interest rates on loans are fixed in advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future
cash flows of a financial instrument, will fluctuate because of
changes in market prices, largely due to demand and supply factors
for commodities, but also include political, economic, social,
technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of
currencies, including Australian Dollars, United Stated Dollars,
Papua New Guinea Kina and UK Sterling. To mitigate the Group's
exposure to foreign currency risk, non-Sterling cash flows are
monitored. Fluctuation of +/- 10% in currencies, other than UK
Sterling, would not have a significant impact on the Group's net
assets or annual results.
The Group does not enter forward exchange contracts to mitigate
the exposure to foreign currency risk as amounts paid and received
in specific currencies are expected to largely offset one
another.
These assets and liabilities are denominated in the following
currencies as shown in the table below:
Group GBP AUD USD CAD Total
30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 257 - - - 257
Amortised cost financial assets
- Other receivables 452 302 - - 754
FVTOCI financial assets - - - 1 1
FVTPL financial assets - warrants - - - - -
FVTPL financial assets - - - - -
Amortised costs financial assets
- Non-current receivables 2,231 - - - 2,231
Trade and other payables, excluding
accruals 177 - - - 177
Short-term borrowings 602 - - - 602
Group GBP AUD USD CAD Total
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 25 - - - 25
Amortised cost financial assets
- Other receivables 258 19 - - 277
FVTOCI financial assets - - - 1 1
FVTPL financial assets - warrants - - - - -
FVTPL financial assets - - - - -
Amortised costs financial assets
- Non-current receivables 1,502 - - - 1,502
Trade and other payables, excluding
accruals 287 36 - - 323
Short-term borrowings 1,423 - - - 1,423
Company GBP AUD USD CAD Total
30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 256 - - - 256
Amortised cost financial assets
- Other receivables 453 - - - 453
FVTOCI financial assets - - - 1 1
FVTPL financial assets - - - - -
Amortised costs financial assets
- Non-current receivables 1,517 - - - 1,517
Trade and other payables, excluding
accruals 465 - - - 465
Short-term borrowings 602 - - - 602
Company GBP AUD USD CAD Total
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 20 - - - 20
Amortised cost financial assets
- Other receivables 257 - - - 257
FVTOCI financial assets - - - 1 1
FVTPL financial assets - - - - -
Amortised costs financial assets
- Non-current receivables 1,780 - - - 1,780
Trade and other payables, excluding
accruals 322 - - - 322
Short-term borrowings 1,423 - - - 1,423
Exposures to foreign exchange rates vary during the year,
depending on the volume and nature of overseas transactions.
20. Reconciliation of Liabilities Arising from Financing
Activities and Major Non-Cash Transactions
Significant non-cash transactions, from financing activities in
relation to loans and borrowings, are as follows:
Non-cash
flow
Interest
Cash Non-cash and Cash Cash
30 flows Non-cash Non-cash flow arrangement flows flows 30
June Loans flow flow Forex fees Principal Interest June
2022 received Restructured Conversion movement accreted repaid repaid 2023
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Align
Research
Ltd loan 778 - - (78) - 79 (779) - -
C4 /
Riverfort
Capital and
YA II PN Ltd
loan 645 - - - - 77 (175) - 547
Total 1,423 - - (78) - 156 (954) - 547
Significant non-cash transactions from financing activities in
relation to raising new capital are disclosed in Note 16.
There were no significant non-cash transactions from investing
activities in the current year.
Significant non-cash transactions from operating activities were
as follows:
-- Payment for services and Director remuneration (share-based
payments in the form of options and warrants), in the amount of
GBP10,800 (2022: GBP21,500), disclosed in Notes 16 and 17;
-- Impairment of associates and joint venture projects in the
amount of GBP337,425 (2022: GBP400,000);
-- Impairment of FVTPL assets in the amount of GBPnil (2022: GBP72,000);
-- Share settled transactions to settle creditor balances GBP97,760 (2022: GBP72,000).
-- On the 3 February 2023 J Parsons was paid GBP43,968 in shares in relation to salary.
-- During the year the company acquired a subsidiary in which
part of the consideration was shares in the value of GBP772,963 -
See note 23 for details
-- J Parsons received a prepayment of salary in the form of
shares issued amounting to GBP41,493
-- S Kaintz was paid in the form of shares issued amounting to GBP18,002
21. Exploration & Evaluation Assets and Mineral
Tenements
Movements in exploration & evaluation assets and mineral
tenements in the year were as follows:
Wowo Gap Mt Weld Canegrass APEX Total
Group GBP GBP GBP GBP GBP'000
30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000
B/f 1,026 - - - 1,026
Acquisitions of new licences/tenements - 215 220 - 435
Disposal of derecognition of
subsidiaries (1,026) - - - (1,026)
Acquired on business combination - - - 966 951
Additions in the year - - - 656 671
Partial disposal on farmout of
tenements - (43) - - (43)
c/f - 172 220 1,622 2,014
Wowo Gap Mt Weld Canegrass APEX Total
Group GBP GBP GBP GBP GBP'000
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000
B/f - - - - -
Acquired on business combination 1,026 - - - 1,026
c/f 1,026 - - - 1,026
Mt Weld Canegrass Total
Company GBP GBP GBP'000
30 June 2023 GBP'000 GBP'000
B/f - - -
Acquisitions of new licences/tenements 215 220 435
Partial disposal on farmout of
tenements (43) - (43)
c/f 172 220 392
The total value of mineral tenements at the year-end for the
Group and Company was GBP392,000 (2022: GBPnil) and the total value
of Exploration and evaluation assets at the year end for the Group
was GBP2,014,000 (2022: GBP1,026) and for the Company was GBPnil
(2022: GBPnil).
22. Disposal of Niugini Nickel Pty Ltd
On 26 June 2023 the Company, via its 100% owned subsidiary Corcel
Australasia Pty Ltd, completed the disposal of 100% of the shares
in Niugini Nickel Pty Ltd ("NN") from Resource Mining Corporation
Pty Ltd ("RMC").
The Company has determined the fair value of the assets and liabilities
of NN to be derecognised in these consolidated financial statements
as follows:
Fair value
recognised
on derecognition
GBP(000's)
Assets
Cash 4
Receivables 34
Property, plant and equipment 41
Exploration and evaluation assets 9 67
Foreign exchange reserve 43
Total Assets 1,089
Liabilities
Trade and other payables (20)
ST borrowings (95)
Total liabilities (115)
Total identifiable net assets at fair value 974
Total Present Value of consideration 1,015
Gain on disposal 41
Consideration for the disposal of Niugini Nickel is receivable
in three tranches, being:
-- Tranche 1 - US$500,000 on completion of the transaction, less
carried costs of running the project;
-- Tranche 2 - US$900,000 24 moths from completion of the transaction; and
-- Tranche 3 - US$1,400,000 once the mine has been developed to
production and has generated US$2,400,000 in net profits.
The Company has undertaken a fair value exercise to determine
the appropriate recognition value for the consideration receivable
on completion of the disposal, including (a) discounting Tranche 2
for the 24 month period prior to receipt and (b) assessing the
likely point in time for the satisfaction of the conditions for
Tranche 3 (estimated to be 5 years), discounting the value of the
receivable to present value over this 5 year term and applying a
risk weighting factor of 25% to the receivable to reflect the
commercial risks inherent in a successful development of the
project. Following this process the fair value of the consideration
receivable has been determined as:
-- Tranche 1 - GBP301,283
-- Tranche 2 - GBP561,424
-- Tranche 3 - GBP152,579
-- Total - GBP1,015,305
23. Acquisition of Atlas Petroleum Exploration Worldwide
Limited
On 22 May 2023 the company completed the acquisition of 90% of
the shares in Atlas Petroleum Exploration Worldwide Limited (APEX)
from Quantum Investment Group Inc. The company has accounted for
the fair value of this consideration cost to acquire the asset.
The company has determined the fair value of the asset of APEX
to be recognised in these consolidated financial statements as
follows:
Fair value
recognised
on acquisition
GBP(000's)
Assets
Exploration and evaluation assets 966
Total Assets 966
Total identifiable net assets at fair value 966
Total PV of consideration 966
Under IFRS 3, a business must have three elements: inputs,
processes and outputs. APEX is an early stage exploration company
and has no near term plans to develop a mine. APEX does have titles
to mineral properties but these could not be considered inputs
because of their early stage of development. APEX has no processes
to produce outputs and had not completed a feasibility study or a
preliminary economic assessment on any of its properties at the
time of acquisition, nor did it hold any infrastructure or assets
that could produce outputs. Therefore, the Directors' conclusion is
that the transaction is an asset acquisition and not a business
combination. The fair value adjustment to intangible assets of
GBP966,000 represents the consideration in relation to the
purchase.
The company acquired had no assets or liabilities other than its
exploration assets and so 100% of the FV of the consideration paid
for the acquisition has been ascribed to the E&E assets. At the
point of acquisition consideration payable included shares to issue
of GBP800k (subsequently issued prior to year end at a fair market
value of GBP660k), shares issued of GBP113k and amounts payable in
cash of GBP178k.
24. Discontinued Operations
On 16 October 2023, the Group announced an agreement with
Integrated Battery Metals (the Purchaser) for the disposal of its
41% interest in the Mambare nickel/cobalt project held via its
interest in Oro Nickel Ltd, following extensive discussions with
the Purchaser over the course of the financial year ended 30 June
2023.
Under IFRS 5, the interest in Oro Nickel Ltd is classified as an
Asset Held for Sale, as the directors had made a definitive
determination to dispose of the asset prior to the reporting date
of these financial statements. As such, the carrying value of the
investment in the joint venture held in the group was GBP1,575,000
(2022: GBP1,651,000) at the reporting date, and has been
reclassified on the balance sheet as Assets Held for Sale. The
Company valued the investment at GBP1,775,000 (2022:
GBP1,775,000).
The results of the entity for the year are presented below:
GBP(000's)
Income Statement
Administration expenses (183)
(183)
The associated loss to Corcel at 41% interest is GBP75,571.
25. Significant Agreements and Transactions
Financing
-- On 27 July 2022 the Company completed a fundraising of
GBP357,320 including a Broker Option, resulting in the issuance of
a further 5,330,000 new ordinary shares and 5,330,000 warrants.
-- On 17 October 2022, the Company announced that it had agreed
terms with a new cornerstone investor, who would receive a board
seat, and would invest $200,000 at a price of GBP0.004 with 1 for 1
warrants exercisable at GBP0.005 per share.
-- On 31 October 2022, the Company announced that it had
successfully restructured its debt position originally due 31
October 2022, by making a GBP150,000 immediate payment with the
balance at that time of GBP627,600 deferred to 31 March 2023. The
Company agreed a refinancing fee of GBP77,760 to be paid in shares
at the lowest VWAP traded between 31 October 22 and 20 December
2022. The lenders were also given the right to convert any
outstanding balances at this same price between 20 December 2022
and 31 March 2022. Outstanding balances were to accrue a monthly
coupon of 1%. A series of potential repayment scenarios linked to
asset sales were also put in place at that time. Lastly the Company
acquired the option to by 20 December 2022 either pay a fee of
GBP475,000 in cash or to extend 112,500,000 existing warrants
priced at GBP0.004 until 31 March 2025 with a resetability clause
extended to 31 December 2023. On 21 December 2022, the Company
further announced that it had paid the lenders a refinancing fee of
GBP77,759 in
the form of 37,028,094 new ordinary shares. The Company further
issued 5,000,000 new ordinary shares in full satisfaction of the
ESA fee termination obligation. Lastly the Company had elected to
extend and increase 112,500,000 warrants to 214,285,714 warrants
allowing the investor to purchase that number of new ordinary
shares at a new price of GBP0.0021 until 31 March 2025.
-- On 14 December 2022, the Company announced that it had raised
proceeds of GBP466,000 at a 95% premium to the current share price,
from Auspect Investment Pty Ltd, a private Australian investment
company, introduced by incoming Director, Yan Zhao. Gross proceeds
of GBP466,000 were raised from the issue of 116,500,00 new ordinary
shares at GBP0.004 per share. The Company also issued the investor
with one warrant for every one share exercisable at GBP0.005 per
share for three years. On 21 December 2022, the Company further
announced that Yan Zhao would personally subscribe for 1/3(rd) of
the placing, being a total of 38,833,333 shares through his family
office, Mountain Stone Australia Trust, managed by OZJ Global Pty
Ltd, with the balance of the shares to be taken by Auspect
Investment Pty Ltd.
-- On 25 January 2023 the Company announced that it had reduced
total corporate debt outstanding by GBP777,600 and completely
repaid the debt due originally in October 2022. Following these
payments the balance of outstanding corporate debt was GBP672,941
with an initial payment due 23 January 2023, and smaller monthly
payments due through June 2023.
-- On 30 January 2023 the Company announced that it had agreed
with its lenders to make a cash payment of GBP235,671, and then
refinance a new principal amount of GBP471,343. This new balance
would be subject to a 12 month repayment holiday and then repaid in
8 equal instalments starting in February 2024. The balance of the
loan would carry a 6% interest rate and will be convertible at a
fixed price of GBP0.004 per share, a 54% premium to the closing
price of 27 January 2023. The Company retains the right to repay
the loan early in cash subject to a 5% early repayment fee.
-- On 31 January 2023, the Company announced that James Parsons,
the Executive Chairman, would accept 16,910,618 new ordinary shares
in Corcel at a price of GBP0.00265, in lieu of salary payments
originally due from February 2023 to May 2023 as well as some
historic obligations due to him.
-- On 28 March 2023 the Company announced that pursuant to its
recent pivot to oil and gas, that the Company had agreed a placing
with a new cornerstone investor group. The fundraising was for a
total of GBP1,055,515 through the issue of 301,575,574 new ordinary
shares at a price of GBP0.0035 per share payable to the Company in
three tranches. The investors were also to receive 211,102,900
warrants enabling their owners to purchase new ordinary shares at a
price of GBP0.008 per share for a period of two years. Upon
completion of the fundraising, the group has nominated Antoine
Karam as a non-Executive to the Board of the Company.
-- On 24 May 2023, simultaneous to the acquisition of a 90%
interest in APEX in Angola, the Company announced an investment in
Corcel of GBP282,741 in four tranches by APEX shareholders and
investors from the oil and gas sector in Brazil and Angola, which
would result in the issuance of 70,685,250 new ordinary shares at a
price of GBP0.004.
-- On 14 June 2023 the Company announced that James Parsons had
agreed to receive a portion of his salary in his new role as CEO
for the next six months in the form of new ordinary shares in the
Company. As such Mr. Parsons had been issued 12,447,965 new
ordinary shares at a price of GBP0.004 per share. The Company
further announced that it had agreed to settle other historic
employee obligations through the issuance of 2,425,863 new ordinary
shares also at a price of GBP0.004.
Battery Metals Joint Venture
-- On 17 October 2022 the Company announced that it had entered
into an MOU to reorganize the Company's battery metal interest into
a new carried battery metal joint venture to be listed in Asia. The
transaction, subject to contract would give Corcel a 50% interest
in the proposed joint venture, which would own Corcel's 100%
interest in the Wowo Gap project as well as its 41% interest in the
Mambare nickel project. The counterparty has agreed to contribute a
stake in the Doncella lithium project in Argentina. Corcel would
benefit from a $1.5m carried interest and a 1.5% gross revenue
royalty on the Wowo Gap project, and would nominate half of the
board of the joint venture.
-- On 1 March 2023 the Company announced that it had entered
into agreements with Integrated Energy Metals ("IEM") to
restructure the Company's PNG nickel/cobalt assets into a new
carried vehicle, Integrated Battery Metals ("IBM"). The intention
was to list IBM in Australasia once the transaction was completed.
Completion of the transaction was conditional on the following:
o Corcel's Mambare partner's pre-emption rights being waived
during a 45-day review period
o Hanacolla shares being transferred into IBM
o Initial funding of Corcel's carried interest being
demonstrated in the form of US$1m deposited into IBM's bank account
by IEM via a convertible loan structure
o Consent and assignment of Corcel's existing gross smelter
royalty over Mambare to IBM
o Execution and commencement of the IBM shareholders
agreement
The Company further announced that arrangements had been put in
place to begin Corcel's carried interest period as of 1 January
2023. Initial funding into IBM would be in the form of a 3 year
convertible loan note, with a 5% annual coupon which would convert
at the lower of US$1.35 or the price of any IPO completed by this
time. The agreement included standard drag and tag provisions in
the event of a sale of the equity of IBM.
-- On 14 April 2023 the Company announced that it had been
notified by Battery Metals Pty Ltd, its partner at the Mambare
nickel/cobalt project, of its intention to exercise its pre-emption
rights and buy out Corcel's 41% interest in the project. The
Company clarified that it was following up on several details of
this notional acceptance, and would make additional announcements
in due course.
Sale of Wowo Gap Nickel/Cobalt Project
-- On 12 June 2023 the Company announced that it had agreed to
sell its 100% interest in the Wowo Gap nickel project in Papua New
Guinea to Integrated Battery Metals for up to US$2.8M. This
agreement was noted to supersede that covering the battery metals
joint venture previously announced on 1 March 2023, as the parties
had agreed to restructure the original transaction into two
separate sale processes.
Mt. Weld Rare Earth Element Project
-- On 19 October 2022 the Company announced that had signed an
exclusive 45-day option to acquire 100% of the Mt. Weld REE
project, a granted mineral tenement located 1.4KM from the Lynas
Rare Earth Limited Mine, near Laverton, Western Australia. The
transaction consisted of a GBP15,000 non-refundable deposit with
the option price set at GBP200,000 payable via the issuance of
50,000,000 new ordinary shares in Corcel at a price of
GBP0.004.
-- On 5 December 2022, the Company announced that it had
exercised the option to acquire a 100% interest in the Mt. Weld REE
project through the issuance of 50,000,000 new ordinary shares at
GBP0.004 equating to GBP200,000 of total consideration.
-- On 4 January 2023, the Company announced that had agreed a
farm-out with Riversgold Ltd (ASX:RGL) covering its recently
acquired rare earth element project at Mt. Weld. The transaction
consisted of a AUD 30,000 immediate payment to Corcel, with RGL
agreeing to fund a AUD 500,000 work programme over the next year in
exchange for a 50% interest in the project. CRCL further had the
right but not the obligation to allow the farm-in of a further 20%
for an additional AUD 1,000,000 in a subsequent period.
-- On 5 May 2023 the Company announced that it had sold a 20%
interest in the Mt. Weld Rare Earth Element Project to Extraction
SRL, a private Italian company, controlled by Mr. Antoine Karam,
for cash consideration of AUD 1,000,000 payable by 31 May 2023.
Extraction SRL is a shareholder of Corcel, having held 9.61% and
Mr. Karam was expected to join the Board of Corcel following
perfunctory regulatory checks. Riversgold agreed to waive its
pre-emption rights over the sale of this interest and Extraction
SRL would then become a party to original joint venture agreement.
The 20% interest in Mt. Weld being sold was held in the Company's
interim accounts balance sheet at GBP43,000, leaving a net profit
after costs on disposal of approximately GBP475,472.
Canegrass Lithium Project
-- On 22 February 2023, the Company announced that it had agreed
on a 30-day option with Huntsman Exploration Inc. ("HMAN") to
acquire 100% of the lithium rights at the Canegrass Lithium
Project, consisting of several granted tenements in Western
Australia. Corcel agreed to pay an AUD 20,000 option payment and
would commence due diligence on the project. If Corcel chose to
exercise the option, it would issue HMAN 50,000,000 new ordinary
shares at a deemed price of GBP0.004 equating to GBP200,000.
-- On 4 April 2023, the Company announced that it had exercised
its option over the Canegrass Lithium project, and as such would
issue 50,000,000 new ordinary shares at the previously agreed price
of GBP0.004 per share equating to GBP200,000 of total
consideration.
APEX Angola Acquisition
-- On 24 May 2023 the Company announced that it had acquired a
90% interest in Atlas Petroleum Worldwide Limited ("APEX") with
several working interests in the Kwanza Basin, Angola.
Consideration for the acquisition would be settled through the
issuance of 200,000,000 new ordinary shares at a price of GBP0.0033
and locked up for 18 months. The Company announced that Mr. Scott
Gilbert, a vendor, would join the board as a non-executive subject
to customary regulatory checks. At the same time the Company
announced that it had agreed to buy out a local exploration and
production company, whereby this entity would have had entitlements
to 25% of the APEX position in the three licenses. This buy-out
included Corcel issuing 28,240,839 new ordinary shares and paying
US225,000 in cash. The buy-out shares were to be locked in for 18
months after the transaction. A second vendor, a Luanda based
ex-Chevron oil and gas professional, would join the Company as
Managing Director Angola.
Flexible Grid Solutions
-- On 16 November 2023 the Company announced that it along with
its partners had agreed a sales price of GBP317,946 for the Tring
Road Gas Peaker Plant, with GBP121,146 to be paid immediately, and
a further GBP196,800 at completion. The completion of this sale was
subsequently announced on 7 December 2022.
-- On 25 January 2023 the Company announced the sale of its 100%
interest in the Burwell Energy Storage Project for cash proceeds of
GBP200,000 plus a reimbursement of Corcel's grid deposit of
GBP50,000. The sale constituted the formal closure of the Flexible
Grid Solutions division.
26. Commitments
As at 30 June 2023, the Company had entered into the following
commitments:
-- Exploration commitments: On-going exploration expenditure is
required to maintain title to the Group mineral exploration
permits. No provision has been made in the Financial Statements for
these amounts as the expenditure is expected to be fulfilled in the
normal course of the operations of the Group.
-- On 1 March 2023, the Company extended its existing lease at
We Work, Aldwych House, through to 31 March 2024.
27. Related Party Transactions
-- Related party receivables and payables are disclosed in Notes 13 and 14, respectively.
-- The key management personnel are the Directors and their
remuneration is disclosed within Note 8 .
28. Events After the Reporting Period
-- On 14 July 2023 the Company announced that it had paid
$821,000 for its three Angolan oil block licenses to ANPG (Agência
Nacional de Petróleo, Gás e Biocombustíveis) in the form of
required signature bonuses.
-- On 19 July 2023 the Company announced Mr. James Parsons had
resigned from the Board with immediate effect and would continue to
work with the Company in an advisory capacity during his notice
period.
-- On 25 August 2023, the Company announced that it had received
notice from the operator, that activities had commenced including
preparations for drilling and appraisal activities, at KON-11,
where the Company holds a 20% working interest.
-- On 7 September 2023, the Company announced that the first
well at Block KON-11, the Tobias-13 well, had spudded successfully,
and that the initial workplan was focused on the consortium moving
directly to early oil production should the drilling programme be
successful.
-- On 18 September 2023, the Company announced that had agreed
terms with Extraction SRL, a Company controlled by the Executive
Chairman, to extend a total of GBP10m to the Company in the form of
convertible loan notes. The Company had agreed with Extraction on
an immediate drawdown of GBP1m in October 2023, and a further GBP1m
by January 2024. A further GBP8m was to be made available over the
three-year term and has now agreed with Extraction SRL to allow for
immediate drawdown of the entire balance of GBP9m remaining. The
loan would be convertible into new ordinary shares of the Company
at a fixed price of GBP0.008, a 79.8% premium from the most recent
closing price, and would bear a 12% interest rate per annum.
Conversion may take place at any point following 30 days from
drawdown, at the election of the debt holder, with full settlement
of the facility owing on maturity, being 36 moths from the date of
entering into the facility, in either cash or shares at the
election of the debto holder.
-- On 19 September 2023 the Company announced that it had
received notice of the conversion of GBP100,00 of outstanding loan
notes from its lenders, into 25,000,00 new ordinary shares at a
price of GBP0.004.
-- On 27 September 2023, the Company announced that had received
notice of the exercise of 75,000,000 warrants at a price of
GBP0.0021 per share for gross proceeds of GBP157,500. Accordingly,
the Company issued 75,000,00 new ordinary shares to the investor.
The Company further announced that it had received notice of the
conversion of GBP100,000 of outstanding loan notes and as such had
issued 25,000,00 new ordinary shares at a price of GBP0.004 per
share. Lastly, the Company announced that it had notified its
lenders that it had repaid the balance of the loan outstanding
following this conversion, which fully retired the facility.
-- On 16 October 2023 the Company announced that had received a
revised offer from Integrated Battery Metals to purchase the
Company's 41% interest in the Mambare nickel/cobalt project. IBM
had conditional agreed to purchase this interest and all
outstanding shareholder loans for up to US$4.1, broken out as
follows:
o US$1.6M due at completion of the sale and purchase of Corcel's
41% interest in Oro Nickel Vanuatu("ONV"), the project holding
company
o Also at completion, a further US$1.4M payable in cash or the
issuance of 1.5M shares of IBM at an issue price of USD1 per share
at the discretion of Corcel
o 24 months after completion a further payment of US$1.0M either
in cash or in IBM shares (at the sole discretion of Corcel); The
IBM shares are to be valued as follows:
-- If listed, then priced at the 5-day volume weighted average
price on the last five days prior to the 2nd anniversary or;
-- If IBM is not publicly listed then USD1.0 per share
o Separately, and not included in the main transaction,
US$0.148M for the sale and purchase of Corcel's gross smelter
royalty in respect of the Mambare nickel/cobalt project
-- The Company indicated that a disposal of this size relative
to the size of the Company constituted a fundamental disposal
according to rule 15 of the AIM Rules for Companies and that the
sale of the Wowo Gap project to the same buyer would need to be
aggregated with the Mambare disposal in accordance with rule 16 of
the AIM Rules for Companies. As such it would be a requirement of
the AIM Rules for Companies that the disposal be approved by
shareholders at a general meeting, which would be convened in due
course. Following Corcel shareholder approval the Company would
then notify its partner at the project of a bonafide and
unconditional offer for its interest, starting a 45-day pre-emption
period in which the partner could legally pre-empt the
transaction.
-- On 3 November 2023 the Company announced that it had been
informed by the operator at KON-11, Sonangol, the state oil
company, that the TO-13 well had now completed at a downdip
location from historic production at a planned target depth of
958.5m. The full target Binga reservoir section of approximately
120m had been encountered with several productive zones seen in
multiple intervals, and these results confirmed the ability to
reactivate production at the Block through the use of an early
production system; implying significant hydrocarbon potential
remaining. The operator further confirmed that a rig move to the
TO-14 well, a second well location to be drilled, was underway.
-- On 13 November 2023 the Company announced that the Tobias-14
well, where the company has 20% working interest (18% net) had
spudded in KON-11, in the Kwanza Basin, onshore Angola.
-- On 22 November 2023 the Company announced that it had
commissioned APEX Geoscience to conduct initial exploration
activities at the Company's 100% Canegrass lithium project in
Western Australia.
-- Over the course of July 2023 and September 2023, the Company
repaid approx. GBP390,000 in debt owing on the C4/Riverfort Capital
loan facility which stood at GBP547,000 as at the reporting date of
these financial statements.
29. Control
There is considered to be no controlling party.
30. These results are audited, however the information does not
constitute statutory accounts as defined under section 434 of the
Companies Act 2006. The consolidated statement of financial
position at 30 June 2023 and the consolidated income statement,
consolidated statement of comprehensive income, consolidated
statement of changes in equity and the consolidated cash flow
statement for the year then ended have been extracted from the
Group's 2022 statutory financial statements. Their report was
unqualified and contained no statement under sections 498(2) or (3)
of the Companies Act 2006. The financial statements for 2023 will
be delivered to the Registrar of Companies by 31 December 2023.
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FR PPGQAGUPWPPB
(END) Dow Jones Newswires
November 30, 2023 02:00 ET (07:00 GMT)
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