TIDMTM1
RNS Number : 7738R
Technology Minerals PLC
31 October 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
31 October 2023
Technology Minerals Plc
("Technology Minerals", the "Company" or the "Group")
Full Year Results
Publication of Annual Report and Accounts and Notice of AGM
Technology Minerals Plc (LSE: TM1), the first listed UK company
focused on creating a sustainable circular economy for battery
metals, announces full year results for the 12-month period ended
30 June 2023.
Mineral exploration
-- First stage of geochemical exploration programme returned
high-grade lithium pegmatite results at Prospecting Licence Area
("PLA 1597") at the Leinster Lithium Property in Ireland
-- Secured seven new prospecting licences at the Leinster Lithium Property
-- In October 2022 and post-period in July 2023, Global Battery
Metals ("GBML") elected to exercise its First and Second Options at
Leinster, bringing GBML's equity interest in the Property to
55%
-- Confirmed high-grades of cobalt and copper, with associated nickel mineralisation from new lithogeochemical sampling at 100%-owned Asturmet Project in Asturias, NW Spain
-- Granted five exploration permits by the Cameroon Ministry of
Mines, Industry and Technological Development at the Technology
Minerals Cameroon Property
Recyclus Group Ltd ("Recyclus")
An associate undertaking, 48.35% owned by Technology
Minerals
-- Strengthened management team with the appointment of Jo
Dennis as Group Managing Director and Nick Pickard as Head of
Research and Development
-- Commenced manual recycling with first lead acid batteries
recycled at Tipton, after receiving approved battery treatment
operator ("ABTO") status from the Environment Agency ("EA")
-- Secured GBP1.96m grant from Innovate UK to create a mobile
battery recycling system for lithium-ion ("Li-ion") batteries
-- Received ABTO status from the EA, allowing it to commence
recycling operations, with on-site treatment and processing of
spent Li-ion batteries at its facility in Wolverhampton
-- Certified as compliant with ISO standards for Quality
Management (ISO 9001), Environmental Management (ISO 14001) and
Health & Safety Management (ISO 45001) by the International
Organisation for Standardisation ("ISO")
Corporate
-- Raised GBP2.5 million before expenses from a new high net
worth investor in March 2023, consisting of a subscription for
80,000,000 new ordinary shares and the issue of Convertible Loan
Notes to a value of GBP1.7 million
-- Technology Minerals signed binding Heads of Terms ("HoTs") to
acquire the remaining issued share capital of Recyclus for new
shares in the Company (the "Proposed Transaction")
-- Raised GBP400,000 before expenses from a new institutional
investor in November 2022, consisting of a subscription for
32,000,000 new ordinary shares
Post Period
-- In July 2023, Recyclus made an International Patent Application for its for its lead paste desulphurisation process, developed from its recycling facility in Tipton, under the Patent Co-operation Treaty
-- In July and September 2023, the Company raised a total of
GBP1.2 million from a long-term shareholder through the issue of
Convertible Loan Notes
-- Recyclus appointed automotive industry experts Andrew Goss
and Phil Hodgkinson as consultants with effect from 1 July 2023
-- In September 2023, successfully completed the Commissioning
Phase at the UK's first industrial scale Li-ion battery recycling
facility in Wolverhampton, West Midlands
-- In October 2023, GBML completed a structural remote sensing
study of the Leinster Lithium District, with 25 new exploration
targets identified
-- Received final clearance from the EA in October 2023 for the
variation licence to commence full automated operations at its lead
acid battery recycling plant in Tipton
Alex Stanbury, Chief Executive Officer of Technology Minerals,
said: " It has been another year of significant progress for
Technology Minerals. We continued to advance our range of
exploration assets focused on key battery metals, moving them up
the value curve with particularly good results at our lithium asset
in Leinster, Ireland.
"In addition, Recyclus has now completed the commissioning phase
for fully automated operations at its lithium-ion battery recycling
plant in Wolverhampton, while at the Tipton lead acid facility,
Recyclus has entered the Commissioning Phase after receiving final
EA approval for industrial scale automated operations.
"Our proposed acquisition of Recyclus will crystallise our
efforts to create a fully circular economy for battery metals, as
the importance of establishing new sources of supply for critical
minerals to avert the incoming supply crunch becomes increasingly
urgent as the world moves towards electrification. Technology
Minerals is well positioned to play a major role in enabling the
transition towards a cleaner, lower carbon future in the UK and
beyond."
For further information please contact:
Technology Minerals Plc
Robin Brundle, Executive Chairman
Alexander Stanbury, Chief Executive
Officer +44 20 4582 3500
--------------------
Oberon Investments Limited
--------------------
Nick Lovering, Adam Pollock +44 (0)20 3179 0535
--------------------
Gracechurch Group
--------------------
Harry Chathli, Alexis Gore, Rebecca
Scott +44 20 4582 3500
--------------------
Technology Minerals Plc
Technology Minerals is developing the UK's first listed,
sustainable circular economy for battery metals, using cutting-edge
technology to recycle, recover, and re-use battery technologies for
a renewable energy future. Technology Minerals is focused on raw
materials exploration required for Li-ion batteries, whilst solving
the ecological issue of spent Li-ion batteries, by recycling them
for re-use by battery manufacturers. Further information on
Technology Minerals is available at
www.technologyminerals.co.uk
OPERATIONAL REVIEW
It has been another year of significant progress for Technology
Minerals, which has seen the Company achieve multiple key
milestones in its strategy to create a fully circular economy for
critical battery metals.
Technology Minerals continued to make good progress in advancing
the value of its diverse range of mineral exploration assets across
the globe, most notably with the projects in Ireland and Spain, as
part of the Company's commitment towards increasing global supply
of metals required to power the electric vehicle ("EV")
revolution.
In addition, Recyclus has built strong foundations to scale-up
its operations over the next year. Significantly, Recyclus
completed its Commissioning Phase at the UK's first industrial
scale Li-ion battery recycling facility. Recyclus has also now
entered the Commissioning Phase at its lead acid battery recycling
plant in Tipton after receiving final EA approval. Both plants will
play a key role in the transition towards a circular economy
required to achieve global carbon neutrality, by addressing both
the latest Li-ion battery technology and widely used lead acid
battery chemistries.
Progressing battery metals' assets up the value chain
Technology Minerals holds a globally diverse portfolio of
exploration projects focused on the critical minerals essential to
the global transition to net zero. These include cobalt, copper,
lithium, nickel and manganese, based at projects in Ireland, Spain,
the USA and Cameroon.
The Company's project generation and incubation strategy selects
early-stage concepts and projects with the potential to increase in
value through prudent deployment of risk capital to attract larger
funding and joint venture partners to advance their development.
This strategy gives the Company the opportunity to add significant
value to the portfolio without incurring the more substantial
financial and dilutionary costs normally associated with public
companies developing exploration assets.
Technology Minerals' battery metals portfolio by location and
resource:
Project Location Resource
Asturmet Spain Nickel, Copper, Cobalt
-------- -------------------------------
Blackbird Creek Property USA Primary Cobalt
and Emperium
-------- -------------------------------
NW Leinster Lithium Ireland Lithium
-------- -------------------------------
Technology Minerals Cameroon Cameroon Nickel Laterite, Cobalt
-------- -------------------------------
Oacoma USA Manganese, Nickel, Cobalt, Rare
Earth Oxides
-------- -------------------------------
Leinster, Ireland
The North-West Leinster lithium property, Republic of Ireland,
which compromises a block of 16 prospecting licences operated under
an exclusive earn-in and option agreement with GBML, saw further
advances and encouraging results during the period with the first
work programme on PLA 1597 yielding high-grade spodumene pegmatite
samples in float ranging up to 3.75% lithium oxide ("Li(2) O") in
January 2023.
In August 2023, the Company announced that Phase 1 drill holes
(DDH-23-1597-01 - DDH-23-1597-04) had been completed for a total of
656m. Visual analysis of core suggests intervals of lithium
mineralisation among pegmatite intersections from all four drill
holes which have been sent to ALS Laboratories for assaying.
In October 2023, a comprehensive regional structural synthesis
was completed, for the entire Leinster pegmatite belt with detailed
focus on the northern and southern block of licences. In total, 25
distinct follow-up structural targets have been identified,
including four additional targets on PLA 1597 and 21 new targets on
the northern licence block all based on the holistic geological,
structural, geophysical and geochemical studies.
The North-West Leinster Project is operated under an exclusive
Earn-in and Option agreement with GBML with no project expenditure
required by the Company. GBML exercised its First Option in October
2022 by spending up to EUR85,000 in expenditures on the Property to
earn 17.5% equity and post-period exercised its Second Option
spending the required EUR500,000 to acquire an additional 37.5%
equity interest bringing its total equity interest in the project
to 55%, in a further demonstration of its confidence in Leinster's
potential.
The exercise of the options demonstrated GBML's faith in the
potential of the project and the Irish lithium pegmatite belt, as
well as the strength of its working relationship with Technology
Minerals.
In January 2023, Technology Minerals acquired seven additional
prospecting licences across the South Leinster Block, bringing the
Company's total licence position in the Leinster project as a
whole, to 23 prospecting licences covering approximately 760km(2)
of SE Ireland. All licences are held by the Company's 100%
wholly-owned subsidiary, LRH Resources Limited. The seven new
licences do not form part of the GBML earn-in and option agreement.
The seven new licences do not form part of the GBML earn-in and
option agreement.
Asturmet, Spain
Technology Minerals' 100%-owned Asturmet Project, based in the
Principality of Asturias, north-west Spain, consists of eight
exploration permit applications considered prospective for
cobalt-nickel-copper mineralisation, one of which (St Patrick) was
granted in 2019.
To date, the Company was pleased to find results from
lithogeochemical sampling at the historic Aramo mine on the St
Patrick licence as confirming high-grades of cobalt and copper with
associated nickel mineralisation. In August 2022, the St Patrick
licence was extended for a further three years to reach June 2025,
and the Company continued to conduct field programmes at the
projects with plans to implement a more expansive exploration
campaign in the coming year.
Cameroon
In February 2023, Technology Minerals was granted five
exploration permits (at least three of which are considered
prospective for nickel-cobalt-rich-laterite), by the Cameroon
Ministry of Mines, Industry and Technological development for its
2,456 km(2) property in the East Region of southeastern
Cameroon.
The permits occur in the same geological belt as the world-class
Nkamouna nickel-cobalt laterite deposit, where a Measured and
Indicated resource of 120.6 Mt @ 0.65% Ni, 0.23% Co and 1.35% Mn
has been identified, and are as such considered prospective for
this style of mineralisation.
Field placement of beacons marking out the Company's five
licences was completed in May 2023, in accordance with Cameroonian
Law by a local company, Explorers 33 Consulting Group.
In July 2023, a desktop evaluation report by Dr Sandy Archibald
of Aurum Exploration Ltd, based on new geological and geophysical
data obtained, was submitted to Cameroon Ministry of Mines,
identifying areas for a proposed field-based sampling
programme.
Creating capacity for battery recycling across the UK and
beyond
The period was one of significant progress at Recyclus, in which
the business advanced in its strategic journey to develop and bring
to market sustainable battery recycling technologies for both
Li-ion and lead-acid battery chemistries.
Wolverhampton (Li-ion battery recycling)
Recyclus successfully concluded the commissioning phase at its
state-of-the-art Li-ion battery recycling facility in Wolverhampton
and is the first plant in the UK with the capacity to recycle
Li-ion batteries on an industrial scale.
In April 2023, Recyclus secured final clearance from the EA to
commence full operations at the plant. Recyclus was also awarded
ABTO status by the EA, allowing it to commence recycling operations
immediately, with on-site treatment and processing of spent Li-ion
batteries. The EA permit allows Recyclus a daily storage limit of
140 m3 (c. 100 tonnes) and to process up to 22,000 tonnes of Li-ion
batteries per annum. Recyclus expects to process 8,300 tonnes in
the first full year of production. The plant is the first of five
which the group aims to construct in the UK.
During the Commissioning Phase, the first end-of-life Li-ion
batteries were fed into the plant to produce black mass. Black mass
contains critical battery metals that can be reprocessed and sold
back into the battery supply chain. Recyclus anticipates the
receipt of gate fees for collection and storage of Li-ion
batteries, and from the sale of black mass produced during the
recycling process. Through its provision of these advanced
recycling solutions, Recyclus is uniquely positioned to address the
challenges around the accumulation of discarded batteries created
by the global shift towards electrification, contributing to the
sustainable evolution of the global economy and underscoring the
need for recycling initiatives such as the Wolverhampton plant.
Recyclus also holds three lithium battery testbed systems
designed to measure reuse potential of used batteries, to generate
revenue through their resale or provide cost savings by discharging
stored energy for use on-site.
Tipton (lead acid battery recycling)
Recyclus' plant in Tipton, West Midlands, is designed to process
up to 12 tonnes an hour of lead acid batteries at an industrial
scale via a fully automated system that does not release any gas or
particle emissions into the atmosphere, recycling them into their
constituent parts to recover lead, acid and plastic materials which
can be reused in a wide range of industries.
Recyclus holds ABTO status permitting the manual processing of
lead acid batteries at the Tipton plant under which it is
authorised to produce up to 15,000MT per annum of lead and store up
to 300MT of inbound stock on-site at any one time. Recyclus'
sustainable recycling of lead acid batteries into constituent parts
for subsequent resale helps to keep resources in use for longer,
minimising waste and reducing the environmental impact of spent
batteries.
Post-period, in October 2023 Recyclus received final approval
from the EA to commence industrial scale automated processing and
has entered the Commissioning Phase, expected to take approximately
four months. Recyclus also achieved patent-pending status for its
lead paste desulphurisation process developed from the plant. The
innovative process significantly reduces the sulphur content of the
recycled lead to produce 'alpha' paste which when smelted produces
lower levels of hazardous sulphur oxide (SO), thereby reducing
smelting costs by reducing energy requirements needed to process
it. The process also reduces water consumption by assisting the
filtration rate during smelting. Recyclus continues to work towards
achieving patent status for the cutting-edge technology which will
address a number of key concerns in the lead acid battery recycling
industry.
Slicker Recycling
Technology Minerals has established a partnership agreement with
Slicker Recycling, one of the UK's leading hazardous waste
management and service delivery providers, to collect toxic battery
waste from around the UK and safely transport it to the closest
Recyclus plant. This arrangement enables Recyclus to attract
customers by offering a one-point-of-contact solution that covers
both recycling of battery waste and its transportation to the
recycling facility. Recyclus anticipates the partnership will be
able to provide up to 90% of its Li-ion battery capacity and up to
40% of its lead acid battery capacity once the Wolverhampton and
Tipton plants are fully operational.
Slicker Recycling has nine depots nationwide and executes more
than 25,000 collections per annum. The partnership provides
Recyclus with an established, end-to-end logistical solution
nationwide without the substantial costs that would be incurred by
developing it from scratch, whilst providing access to a ready-made
client base through Slicker's existing customers.
Battery Storage and Transportation Boxes
As part of Recyclus' commitment to the safe handling of
potentially hazardous Li-ion batteries, and provision of an
integrated one point of contact waste management solution to
customers, it has developed a proprietary modular steel fabricated
box for safely storing and transporting all kinds of Li-ion
batteries. The boxes hold UN-standard safety certification having
satisfied the rigorous safety standards required and are compliant
with ADR certification P911(1) which is required for the
transportation of hazardous goods.
The award of both certifications confirmed Recyclus' ability to
safely store and transport batteries, highlighting the importance
of security and safety in the battery supply chain. Recyclus holds
the design, IP and manufacturing rights for the boxes, which are UK
pallet size and therefore suitable to be transported anywhere in
Europe. Discussions with potential customers demonstrated strong
levels of demand for the technology, enabling Recyclus to begin
marketing the boxes to drive sales both within the UK and
internationally to scale revenues for the business unit during the
period.
Developing mobile recycling system in Partnership with
University of Birmingham
Recyclus, in collaboration with the University of Birmingham
("UoB"), was awarded funding of GBP1.96 million from the UK
Government's Innovate UK, to create a mobile battery recycling
system capable of safely handling any kind of Li-ion battery in
March 2023.
Recyclus is leading the project to design and build a compact
prototype Universal Battery Recycling System ("UBRS") in the form
of a mobile recycling truck, based on Recyclus' existing technology
for industrial scale Li-ion battery recycling with the UoB
providing leading edge 3D printing techniques incorporating
additive manufacturing for the required cutting tools. The whole
system will be completely sealed and emission free and will reduce
Li-ion batteries into their constituent parts including black mass.
Recyclus plans to operate the recycling trucks with three size
options ranging from 7.5 to 16 tonnes which will be capable of
processing between 500 and 2,000 kilogrammes per hour of Li-ion
batteries.
The Recyclus mobile unit aims to provide a reliable,
cost-effective and automated process for safe and environmentally
friendly recycling of Li-ion batteries across the UK, to accelerate
the recovery of the critical raw materials essential to the
transition to electrification and significantly reduce the use of
landfill. Securing the grant from Innovate UK is a strong
endorsement for Recyclus, and the vital nature of the project.
Partnership with Warwick Manufacturing Group
As part of Technology Minerals' commitment towards providing
state-of-the-art industrial scale battery recycling solutions,
Recyclus has been working in partnership with Warwick Manufacturing
Group ("WMG") at the University of Warwick, a leading academic
group providing research, education and knowledge transfer in
engineering, management, manufacturing and technology.
Through the agreement of an engineering development partnership
between Recyclus and WMG, Recyclus and WMG have been working
together to amalgamate WMG's world class research programmes and
Recyclus' leading recycling technology to share expertise and
develop proprietary processes across the five battery chemistries.
In this manner, the partnership is both building the business case
for increased battery recycling capabilities in the UK and
providing the technology to do so.
Recyclus and WMG created an Engineering Doctorate ("EngD")
Programme focused on addressing contemporary industrial and
technical challenges across the battery recycling sector, and the
development of UK capability to safely recycle Li-ion batteries
into black mass. The EngD encompasses a four-year programme
supporting talented individuals at varying stages of their careers
to develop critical new skill sets in this sector and welcomed its
first participant in May 2023.
Financial Review
Following its listing on the main board of the London Stock
Exchange in November 2021, raising GBP1.6 million before expenses
followed by the exercise of Warrants of GBP0.8 million, a further
GBP5.2 million has been raised from share placements, convertible
bonds and convertible loan notes, of which GBP0.7 million was
raised after the period end. Funds raised include GBP1.06 million
drawn under a two-year GBP4 million convertible bond facility from
December 2022.
At the end of the financial year, the Company had lent Recyclus
GBP6.5 million to complete development at Wolverhampton and Tipton
and anticipates, following the commencement of commercial
production at Wolverhampton, the loans to be repaid in accordance
with an agreed schedule.
The Group's loss for the year was GBP3.9 million (2022: GBP1.8
million), with the increased loss mainly due to the recognition of
non-cash fair value costs of warrants and share options. The Group
has amended its accounting treatment for the acquisition of assets
at listing in November 2021 from that of a business combination to
an asset acquisition with the result that goodwill recognised on
acquisition of GBP2.891 million has been eliminated along with the
corresponding deferred tax liability of the same amount, there
being no effect on net assets as a result of this change in
treatment. A prior year adjustment has therefore been made which is
further explained in note 29 to the financial statements.
Cash at year end was GBP0.3 million (2022: GBP0.4 million).
As before, the Group proposes to continue its exploration and
development work in the coming year on its minerals exploration
licences to maximise their value potential, although proposed work
will correspond with available cash resources. The Group has
entered into farm-in arrangements with third parties in respect of
certain licences whereby the assets are developed at no cost to the
Group and other similar arrangements will be considered if
beneficial.
Events since the year end
On 4 July 2023 the Company entered into a Convertible Loan Note
for GBP500,000 at 6% interest for six months, convertible at 1.8p
per share.
As announced on 13 July 2023, Global Battery Metals ("GBML")
exercised its Second Option over the Company's Leinster Lithium
Property in the Republic of Ireland, bringing GBML's equity
interest in the Leinster property to 55%.
On 31 August 2023, the Company entered into a Convertible Loan
Note for GBP700,000 at 12% interest for six months, convertible at
1.4p per share and issued warrants to subscribe for 70 million
ordinary shares at 2p per shares. Costs associated with this
funding were settled by a convertible loan note for GBP35,000 and
warrants for 3.5 million shares on the same terms respectively.
Dividend
The Board has not proposed a final dividend for the year.
Risks
The Company has an established process for the identification
and management of risk, working within the governance framework.
Ultimately, the management of risk is the responsibility of the
Board of Directors and the Audit Committee, working through the
business leadership team. For further detail please refer to the
general risks laid out in the Annual Report, published today.
Outlook
Technology Minerals has made significant progress over the past
12 months, positioning the Company for further development and
growth over the forthcoming year. The Company continued to advance
its strategy to increase and realise the value of its exploration
assets and to advance new concepts in a capital-light manner, via
funding partners, such as GBML at the Leinster Property, to inject
further capital from transactional fees as required, generating
additional value in the portfolio and for shareholders.
The Board is pleased to have seen the strong progress at
Recyclus, most notably following the completion of the
commissioning phase at the Wolverhampton plant, a landmark
achievement for the company as it is set to ramp up operations.
Recyclus has also commenced the commissioning phase at the Tipton
plant after receiving the final EA approval required to commence
fully automated operations. The recycling plants, in addition to
Recyclus' proprietary Li-ion battery storage and transportation
boxes, continue to generate strong interest from companies and
organisations within the UK and internationally, with whom
conversations regarding potential agreements and partnerships are
ongoing.
The proposed acquisition of Recyclus marks the next stage of
Technology Minerals' development and will consolidate both the
minerals exploration and battery recycling businesses in line with
the Company's twin-track strategy to create a sustainable circular
economy for battery metals, utilising state-of-the-art technology
to recycle, recover and re-use critical battery minerals to drive
the clean energy transition.
Recyclus plans to open multiple Li-ion and lead acid battery
recycling facilities over the coming years. As the global
transition to electrification becomes ever more urgent, Technology
Minerals is well positioned for long term sustainable growth
through the expansion of Recyclus' commercial footprint in the UK
and internationally, and the advancement of the Company's minerals
exploration operations, as the Technology Minerals aims to become a
key contributor in the shift to net zero.
Publication of Annual Report and Accounts and Notice of Annual
General Meeting ("AGM")
The Company's Annual Report and Accounts and Notice of AGM are
being posted to shareholders and will be made available on the
Company's investor relations website at:
www.technologyminerals.co.uk . This year's AGM will be held at
LiBatt Recycling Ltd ("LiBatt"), Lincoln St, Wolverhampton WV10 0DX
on 19 December 2023 at 11:30am. LiBatt is a wholly owned subsidiary
of Recyclus Group Ltd, an associated undertaking of the
Company.
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2023
2023 2022
Continuing operations Notes GBP000 GBP000
--------------------------------------------- ------- -------- --------
IPO costs - (146)
Administrative expenses 7 (3,856) (1,734)
--------------------------------------------- ------- -------- --------
Operating loss (3,856) (1,880)
--------------------------------------------- ------- -------- --------
Other income 10 47 45
Net foreign exchange (losses)/gains (41) 4
Finance income 11 324 -
Other finance costs 11 (394) 46
Share of loss in associate 18 - -
Loss before taxation (3,920) (1,785)
--------------------------------------------- ------- -------- --------
Income tax 12 - -
--------------------------------------------- ------- -------- --------
Loss for the period (3,920) (1,785)
--------------------------------------------- ------- -------- --------
Attributable to:
Equity holders of the Company (3,908) (1,782)
Non-controlling interests (12) (3)
--------------------------------------------- ------- -------- --------
(3,920) (1,785)
--------------------------------------------- ------- -------- --------
Other comprehensive income
--------------------------------------------- ------- -------- --------
Items that may be subsequently reclassified
to profit or loss:
Exchange differences arising on translation
of foreign operations (2) 30
--------------------------------------------- ------- -------- --------
Total comprehensive loss for the period (3,922) (1,755)
--------------------------------------------- ------- -------- --------
Attributable to:
Equity holders of the Company (3,910) (1,752)
Non-controlling interests (12) (3)
--------------------------------------------- ------- -------- --------
Total comprehensive loss for the period (3,922) (1,755)
Loss per share:
Basic and diluted earnings per share
(pence) 13 (0.29)p (0.23)p
--------------------------------------------- ------- -------- --------
The accompanying notes form an integral part of this
consolidated financial statements.
Consolidated Statement of Financial Position
As at 30 June 2023
Restated
2023 2022
Notes GBP000 GBP000
-------------------------------------- ------- -------- ---------
Non-current assets
Property, plant and equipment 14 4 5
Intangible assets 15 15,789 15,409
Financial assets 16 1,221 1,221
Investment in associates 18 - -
Loans to associates 19 6,493 4,538
Total non-current assets 23,507 21,173
-------------------------------------- ------- -------- ---------
Current assets
Trade and other receivables 20 81 67
Cash and cash equivalents 21 318 371
-------------------------------------- ------- -------- ---------
Current assets 399 438
-------------------------------------- ------- -------- ---------
Total assets 23,906 21,611
-------------------------------------- ------- -------- ---------
Current liabilities
Trade and other payables 22 438 602
Borrowings 23 - 21
Total current liabilities 438 623
-------------------------------------- ------- -------- ---------
Non-current liabilities
Borrowings 23 1,557 -
Derivative financial liability 23 230 -
Total non-current liabilities 1,787 -
-------------------------------------- ------- -------- ---------
Total liabilities 2,225 623
-------------------------------------- ------- -------- ---------
Net assets 21,681 20,988
-------------------------------------- ------- -------- ---------
Equity
Share Capital 24 1,513 1,271
Share Premium 24 21,860 19,770
Warrants reserve 25 1,499 1,420
Share-based payments reserve 2,218 -
Foreign exchange reserve 28 30
Accumulated deficit (5,451) (1,529)
-------------------------------------- ------- -------- ---------
Equity attributable to owners of the
parent 21,667 20,962
Non-controlling interests 26 14 26
-------------------------------------- ------- -------- ---------
Total equity 21,681 20,988
-------------------------------------- ------- -------- ---------
The accompanying notes form an integral part of this
consolidated financial statements.
Consolidated Statement of Changes in Equity
For the period ended 30 June 2023
Attributable to equity holders of the Company
Share-based Foreign
Share Share Warrants payments exchange Accumulated Non-controlling Total
capital Premium reserve reserve reserve deficit Equity interests Equity
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At
incorporation
on 9 June
2021 50 - - - - - 50 - 50
Loss for
the period - - - - - (1,782) (1,782) (3) (1,785)
Exchange
gain on
translation
of foreign
operations - - - - 30 (3) 27 3 30
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
Total
comprehensive
loss for the
period - - - - 30 (1,785) (1,755) - (1,755)
Issue of
share capital 1,221 22,738 - - - - 23,959 - 23,959
Share issue
costs - (1,312) - - - - (1,312) - (1,312)
Warrants
issued - (1,656) 1,656 - - - - - -
Warrants
exercised - - (236) - - 236 - - -
Part disposal
of subsidiary - - - - - 20 20 26 46
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
Balance at
30 June 2022 1,271 19,770 1,420 - 30 (1,529) 20,962 26 20,988
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
Loss for
the period - - - - - (3,908) (3,908) (12) (3,920)
Exchange
loss on
translation
of foreign
operations - - - - (2) (14) (16) - (16)
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
Total
comprehensive
loss for the
year - - - - (2) (3,922) (3,924) (12) (3,936)
Issue of
share capital 242 2,148 - - - - 2,390 - 2,390
Share issue
costs - (58) - - - - (58) - (58)
Warrants
issued - - 79 - - - 79 - 79
Share-based
payment charge - - - 2,218 - - 2,218 - 2,218
Balance at
30 June 2023 1,513 21,860 1,499 2,218 28 (5,451) 21,667 14 21,681
---------------- --------- --------- ---------- ------------ --------- ------------- -------- ---------------- --------
The accompanying notes form an integral part of this
consolidated financial statements
Consolidated Statement of Cash Flows
For the period ended 30 June 2023
2023 2022
Notes GBP000 GBP000
------------------------------------------------ ------- -------- --------
Cash flows from operating activities
Loss before taxation (3,920) (1,785)
Adjustments for:
Depreciation 14 1 3
Finance income (196) -
Gain on derivative financial liability (128) -
Finance charges 394 -
Share option charge 2,218 -
Foreign exchange movements 9 (4)
Net cashflow before changes in working
capital (1,622) (1,786)
Movement in receivables (60) (21)
Movement in payables (166) 423
Net cash (used in) operating activities (1,848) (1,384)
------------------------------------------------ ------- -------- --------
Cash flows from investing activities
Acquisition of subsidiaries net of cash 17 - 26
Purchase of property, plant and equipment 14 - (4)
Exploration expenditure 15 (420) (892)
Loan to associate 19 (1,172) (4,538)
Proceeds from sale of investment in subsidiary - 860
Net cash used in investing activities (2,132) (4,548)
------------------------------------------------ ------- -------- --------
Cash flows from financing activities
Issue of share capital 1,310 1,550
Cost of issue of shares (58) (430)
Proceeds from exercise of warrants - 788
Proceeds of borrowing 2,760 5,193
Finance expense (85) -
Cost of procuring convertible loan notes - (798)
Net cash generated from financing activities 3,927 6,303
------------------------------------------------ ------- -------- --------
Net change in cash and cash equivalents
during the period (53) 371
Cash at the beginning of period 371 -
Cash and cash equivalents at the end
of the period 318 371
------------------------------------------------ ------- -------- --------
The accompanying notes form an integral part of this
consolidated financial statements.
Company Statement of Financial Position
As at 30 June 2023
Notes 2023 2022
GBP000 GBP000
-------------------------------- ------ -------- --------
Non-current assets
Property, plant and equipment 14 2 2
Investment in subsidiaries 17 14,905 14,905
Trade and other receivables 20 1,365 1,504
Financial investments 16 1,219 -
Investment in associates 18 - -
Loans to associates 19 6,493 4,538
Total non-current assets 23,984 20,949
-------------------------------- ------ -------- --------
Current assets
Trade and other receivables 20 81 71
Cash and cash equivalents 21 - 199
-------------------------------- ------ -------- --------
Current assets 81 270
-------------------------------- ------ -------- --------
Total assets 24,065 21,219
-------------------------------- ------ -------- --------
Current liabilities
Trade and other payables 22 402 447
Total current liabilities 402 447
-------------------------------- ------ -------- --------
Non-current liabilities
Borrowings 23 1,557 -
Derivative financial liability 23 230 -
-------------------------------- ------ -------- --------
Total non-current liabilities 1,787 -
-------------------------------- ------ -------- --------
Total liabilities 2,189 447
-------------------------------- ------ -------- --------
Net assets 21,876 20,772
-------------------------------- ------ -------- --------
Equity
Share Capital 24 1,513 1,271
Share Premium 24 21,860 19,770
Warrants reserve 25 1,499 1,420
Share-based payments reserve 2,218 -
Accumulated deficit (5,214) (1,689)
-------------------------------- ------ -------- --------
Total equity 21,876 20,772
-------------------------------- ------ -------- --------
The Company profit and loss account has been approved by the
Directors, and the use of the exemption under s408 of the Companies
Act has been applied to not publish an individual Statement of
Comprehensive Income. Losses for the Company for the period ended
30 June 2023 were GBP3,525k.
These financial statements were approved and authorised for
issue by the Board of Directors on 30 October 2023 and were signed
on its behalf by: Robin Brundle
The accompanying notes form an integral part of the company
financial statements.
Company Statement of Changes in Equity
For the period ended 30 June 2023
Share-based
Share Share Warrants payments Accumulated Total
capital Premium reserve reserve deficit equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- --------- ------------ ------------ ----------
At incorporation
on 9 June 2021 50 - - - - 50
Loss for the
period - - - - (1,925) (1,925)
---------------------- --------- --------- --------- ------------ ------------ ----------
Total comprehensive
loss for the period - - - - (1,925) (1,925)
Issue of share
capital 1,221 22,738 - - - 23,959
Share issue costs - (1,312) - - - (1,312)
Warrants issued - (1,656) 1,656 - - -
Warrants exercised - - (236) - 236 -
---------------------- --------- --------- --------- ------------ ------------ ----------
Balance at 30
June 2022 1,271 19,770 1,420 - (1,689) 20,772
---------------------- --------- --------- --------- ------------ ------------ ----------
Loss for the
year - - - - (3,525) (3,525)
---------------------- --------- --------- --------- ------------ ------------ ----------
Total comprehensive
loss for the period - - - - (3,525) (3,525)
Issue of share
capital 242 2,148 - - - 2,390
Share issue costs - (58) - - - (58)
Warrants issued - - 79 - - 79
Share-based payment
charge - - - 2,218 - 2,218
---------------------- --------- --------- --------- ------------ ------------ ----------
Balance at 30
June 2023 1,513 21,860 1,499 2,218 (5,214) 21,876
---------------------- --------- --------- --------- ------------ ------------ ----------
The accompanying notes form an integral part of the company
financial statements.
Company Statement of Cash Flows
For the period ended 30 June 2023
2023 2022
Notes GBP000 GBP000
------------------------------------------------ ------ -------- --------
Cash flows from operating activities
Loss before taxation (3,525) (1,925)
Adjustments for:
Depreciation 14 - 1
Impairment loss - 462
Finance income (236) -
Gain on derivative financial liability (128) -
Finance charges 394 -
Share option charge 2,218 -
Management fees charged to group companies (404) -
Gain on sale of investment in subsidiary 5 (20)
Net cashflow before changes in working
capital (1,676) (1,482)
Movement in receivables (413) (21)
Movement in payables (26) 527
Net cash (used in) operating activities (2,115) (976)
------------------------------------------------ ------ -------- --------
Cash flows from investing activities
Purchase of property plant and equipment 14 - (3)
Acquisition of subsidiary 17 - (20)
Loans to associates 19 (1,712) (4,538)
Loans to subsidiaries 20 (299) (1,427)
Proceeds from sale of investment in subsidiary - 860
Net cash used in investing activities (2,011) (5,128)
------------------------------------------------ ------ -------- --------
Cash flows from financing activities
Issue of share capital 24 1,310 1,550
Cost of issue of shares 24 (58) (430)
Proceeds from exercise of warrants 25 - 788
Proceeds of borrowing 2,760 5,193
Finance expense (85)
Cost of borrowing - (798)
Net cash generated from financing activities 3,927 6,303
------------------------------------------------ ------ -------- --------
Net change in cash and cash equivalents
during the period (199) 199
Cash at the beginning of period 199 -
Cash and cash equivalents at the end
of the period 21 - 199
------------------------------------------------ ------ -------- --------
The accompanying notes form an integral part of the company
financial statements.
Notes to financial statements
1. General information
Technology Minerals Plc (the 'Company') is a public limited
company incorporated and domiciled in England under the Companies
Act with registration number 13446965. The Company is listed on the
main market of the London Stock Exchange. The Company's registered
office is 18 Savile Row, London, England, W1S 3PW.
2. Basis of preparation
The principal accounting policies, methods of computation and
presentation used in the preparation of the consolidated financial
information are shown below. The policies have been consistently
applied to all the years presented, unless otherwise stated.
As the Company was incorporated on 9 June 2021 and the Group
formed on 17 November 2021, the comparative period reported covers
the periods from 9 June 2021 to 30 June 2022.
Technology Minerals Plc's consolidated financial statements are
presented in Pounds Sterling (GBP), which is also the functional
currency of the parent company. All amounts are rounded to nearest
thousand.
There have been no changes to the reported figures as a result
of any new reporting standards or interpretations.
Basis of preparation
The Group's financial statements have been prepared in
accordance with UK adopted international accounting standards
(IFRSs) in conformity with the requirements of the Companies Act
2006.
The consolidated financial statements have been prepared on the
historical cost basis, except for the measurement to fair value of
assets and financial instruments as described in the accounting
policies below, and on a going concern basis.
Prior year restatement
Subsequent to the approval of the 2022 financial statements, the
Board carried out a review of the prior year acquisition of 100% of
the issued share capital of Emperium 1 Holdings Corporation
(Emperium), LRH Resources Limited and its wholly owned subsidiary
Asturmet Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore
Energy Limited (OEL) and its wholly owned subsidiary Technology
Minerals Cameroon (TMC).
The Board concluded that the acquisition had been incorrectly
treated as a business combination and should instead have been
recognised as an asset acquisition. Consequently, the prior year
has been restated resulting in the elimination of goodwill and a
corresponding deferred tax liability of GBP2,891k, with no change
in net assets. See note 29 . There is no third statement of
financial position due to the error solely relating to the prior
year and also the length of time that the Company has been
established.
Going Concern
On 18 November 2021 the Group obtained a Standard Listing on the
LSE raising gross proceeds of GBP1.5 million before expenses.
Subsequently, warrant exercises raised a further GBP0.8 million and
the Group raised GBP0.9 million from the sale of a 10% interest in
one of its minerals exploration assets. Since then, the Company has
been successful in raising additional funding by share placements,
convertible bonds and convertible loan notes totalling GBP5.2
million including GBP0.7 million raised in September 2023. Funds
raised include GBP1.06 million drawn under a GBP4 million
convertible bond facility with the balance available to be drawn if
so required. The Company also believes that, with the securing of
Environmental Agency permitting for Recyclus' first Li-ion
recycling plant and its achievement of commercial production,
repayments of loans made to Recyclus by the Company will occur in
the 2023 calendar year.
The Directors have a reasonable expectation that the Group's and
Company's cash resources will be adequate to enable them to meet
their planned expenditure for at least 12 months from the date of
approval of these consolidated financial statements. In determining
this expectation, the directors have considered their ability to
raise additional funds should they be required, as well as the
likelihood and timing of Recyclus Group loan repayments being
received.
Although the Directors have been successful in raising finance
in the past, no assurance can be given that funding will be
available when it is required in future, or that it will be
available on acceptable terms. Whilst the Directors are confident
that the Recyclus Group will commence revenue generation in the
current calendar year this is not a certainty and as a result of
Recyclus being pre-revenue it does not yet have a strong track
record of repaying its loans to the Company. In view of the
foregoing whilst the Directors are confident of the Company's
ability to raise finance and Recyclus' ability to generate returns,
the Directors consider that a material uncertainty exists as to the
Group's and the Company's ability to continue as a going
concern.
Having carefully considered the foregoing, the Directors
nonetheless maintain their reasonable expectation that the Group
and the Company will be able to meet its planned expenditure for at
least 12 months from the date of approval of these consolidated
financial statements and the consolidated financial statement have
therefore been prepared on a going concern basis.
In reaching this conclusion, the Board has considered the
magnitude of potential impacts resulting from uncertain future
events or changes in conditions, the likelihood of their occurrence
and the likely effectiveness of mitigating actions that the
Directors would consider undertaking.
The Board continues to monitor the impact of global conflict,
including the Ukraine war, on the ability of the Group and the
Company to pursue the strategy and will make appropriate changes
should they be required. There is not considered to be any material
impacts on the financial position or results of the Company or the
Group as a result of the global conflict at the reporting date.
The auditors have made reference to going concern by way of a
material uncertainty within their audit report.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company its subsidiaries as if they formed a
single entity. Subsidiaries are entities over which the Group has
control. Control exists when the Company:
-- has power over the investee;
-- is exposed, or has rights, to variable returns from its
involvement with the investee; and
-- has the ability to use its power to affect its returns.
On acquisition, in the statement of financial position, the
acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values if
acquiring a business or assigned a carrying amount based on
relative fair value if acquiring an asset. The results of acquired
operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the year are included in the Group financial
statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less
impairment within the Company financial statements. Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with
those used by other members of the Group.
All intragroup assets and liabilities, equity, income, expenses
and cash flows relating to transactions between the members of the
Group are eliminated on consolidation.
Acquisitions and disposals of non-controlling interests in
subsidiaries that do not result in a loss of control are accounted
as transactions within equity. The difference between the fair
value of the consideration paid or received and the amount by which
the non-controlling interests are adjusted is recognised in equity
and attributed to equity holders of the parent company.
3. New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for
the first time for the financial year beginning 1 July 2022. Their
adoption has not had any material impact on the disclosures or on
the amounts reported in this financial information:
Standards/interpretations Application Effective
from
IAS 12 amendments Deferred Tax related to Assets and 1 January
Liabilities arising from a Single 2023
Transaction
IAS 1 amendments Materiality of Accounting Policy 1 January
Disclosure 2023
IAS 1 Presentation of Financial Statements 1 January
2023
IFRS 17 Insurance Contracts 1 January
2023
IAS 8 amendments Definition of accounting estimates 1 January
2023
IAS 1 amendments Presentation of Financial Statements 1 January
2024
IAS 1 amendments Non-current liabilities with covenants 1 January
2024
IFRS 16 (Amendments) Lease liability in a sale and leaseback 1 January
2024
Financial instruments
Financial assets
The Company classifies its financial assets in the following
measurement categories:
-- those to be measured subsequently at fair value through profit or loss;
-- those to be measured at amortised cost; and
-- those to be measured at fair value through other comprehensive income (FVTOCI).
The classification depends on the business model for managing
the financial assets and the contracted terms of the cash flows.
Financial assets are classified as at amortised cost only if both
of the following criteria are met:
-- the asset is held within a business model whose objective is
to collect contracted cash flows; and
-- the contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets, including trade and other receivables and cash
and bank balances, are initially recognised at transaction price,
unless the arrangement constitutes a financing transaction, where
the transaction is measured at the present value of the future
receipts discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the
effective interest method.
At the end of each reporting period, financial assets measured
at amortised cost are assessed for objective evidence of
impairment. If an asset is impaired, the impairment loss is the
difference between the carrying amount and the present value of the
estimated cash flows discounted at the asset's original effective
interest rate. The impairment loss is recognised in the
consolidated income statement.
If there is a decrease in the impairment loss arising from an
event occurring after the impairment was recognised the impairment
is reversed. The reversal is such that the current carrying amount
does not exceed what the carrying amount would have been had the
impairment not previously been recognised. The impairment reversal
is recognised in the consolidated income statement.
Financial assets are derecognised when (a) the contractual
rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the ownership of the
asset are transferred to another party or (c) despite having
retained some significant risks and rewards of ownership, control
of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated
third party without imposing additional restrictions.
On initial recognition, the Group may make an irrevocable
election (on an instrument-by-instrument basis) to designate
investments in equity instruments as at FVTOCI. Investments in
equity instruments at FVTOCI are initially measured at fair value.
Subsequently, they are measured at fair value with net changes in
fair value recognised in other comprehensive income. Gains and
losses on these financial assets are never recycled to profit or
loss.
Fair Value Measurement
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of
financial assets is determined based on the fair value hierarchy
which prioritises the inputs to valuation techniques used to
measure fair value into three broad levels:
-- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from
prices).
-- Level 3: Unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined
based on the lowest level input that is significant to the entire
measurement.
Financial liabilities
Basic financial liabilities, being trade and other payables, are
initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the debt instrument is
measured at the present value of the future receipts discounted at
a market rate of interest.
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at transaction price and subsequently measured at
amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is
extinguished, that is when the contractual obligation is
discharged, cancelled or expires. The Company does not hold or
issue derivative financial instruments.
Investment in subsidiaries
Investments in subsidiaries are initially measured as cost and
reviewed for impairment at each reporting period. An investor
controls an investee when the investor is exposed, or has rights,
to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the
investee. The financial statements of subsidiaries are included in
the consolidated financial statements from the date that control is
obtained up to the date that control ceases.
Intra-group balances and any unrealised gains, losses, income or
expenses arising from intra-group transactions are eliminated in
preparing the consolidated financial statements.
Investment in associates
Where the Group has the power to participate in (but not
control) the financial and operating policy decisions of another
entity, it is classified as an associate. Associates are initially
recognised in the consolidated statement of financial position at
cost. Subsequently associates are accounted for using the equity
method, where the Group's share of post-acquisition profits and
losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive
income (except for losses in excess of the Group's investment in
the associate unless there is an obligation to make good those
losses).
Profits and losses arising on transactions between the Group and
its associates are recognised only to the extent of unrelated
investors' interests in the associate. The investor's share in the
associate's profits and losses resulting from these transactions is
eliminated against the carrying value of the associate.
Any premium paid for an associate above the fair value of the
Group's share of the identifiable assets, liabilities and
contingent liabilities acquired is capitalised and included in the
carrying amount of the associate. Where there is objective evidence
that the investment in an associate has been impaired the carrying
amount of the investment is tested for impairment in the same way
as other non-financial assets.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
date of the consolidated statement of financial position are
translated at the foreign exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised
in profit or loss.
Non-monetary assets and liabilities that are measured in terms
of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction. Non-monetary assets
and liabilities denominated in foreign currencies that are stated
at fair value are translated at foreign exchange rates ruling at
the dates the fair value was determined.
Financial statements of operations
The assets and liabilities of operations, including goodwill and
fair value adjustments arising on consolidation, are translated to
Pound Sterling at exchange rates ruling at the date of the
consolidated statement of financial position. The revenues and
expenses of operations are translated to Pound Sterling at rates
approximating to the exchange rates ruling at the dates of the
transactions. Foreign exchange differences arising on retranslation
are recognised in other comprehensive income. They are reclassified
to profit or loss upon disposal.
On disposal of a foreign operation, the cumulative exchange
differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are reclassified to the
profit or loss as part of the profit or loss on disposal.
Current and deferred income tax
Current income tax is calculated on the basis of the tax laws
enacted or substantively enacted at the statement of financial
position date in the country where the Company operates and
generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation and
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial
information. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantively enacted by the
statement of financial position date and are expected to apply when
the related deferred income tax asset is realised, or the deferred
income tax liability is settled. Deferred income tax assets are
recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences
can be utilised.
Earnings per share
The Group presents basic and diluted earnings per share ("EPS")
data for its ordinary shares. Basic EPS is calculated by dividing
the profit or loss attributable to shareholders of the Company by
the weighted average number of ordinary shares outstanding during
the period. As the Company has not generated a net profit for
either the reporting period or the prior year, diluted EPS is not
stated.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation. Depreciation is charged to the income
statement on a straight-line basis over the estimated useful lives
of each part of an item of property, plant and equipment.
Office equipment is depreciated straight line over three
years.
Intangible assets
Intangible assets not acquired as part of an asset acquisition
are initially carried at cost. The consideration paid is allocated
to assets and liabilities acquired based on their relative fair
values, with transaction costs capitalised. No gain or loss is
recognised.
Intangible assets acquired as part of a business combination,
and separately recognised from goodwill, are capitalised and
measured at their fair value at the date of acquisition.
Consideration paid in the form of equity instruments is measured
by reference to the fair value of the asset acquired. The fair
value of the assets acquired would be measured at the point control
is obtained.
Exploration and evaluation costs
These comprise costs directly incurred in exploration and
evaluation as well as the cost of mineral licences. Mineral
evaluation and exploration costs which are capitalised as
intangible assets include costs of licence acquisition, technical
services and studies, exploration drilling and testing and
appropriate technical and administrative. Exploration costs are
capitalised as intangible assets pending the determination of the
feasibility and the commercial viability of the project.
When the decision is taken to develop a mine, the related
intangible assets are transferred to mines under development within
property, plant and equipment and the exploration and evaluation
costs are amortised over the estimated life of the project, upon
commercial production. Prior to reclassification to property, plant
and equipment exploration and evaluation assets are assessed for
impairment and any impairment loss is recognised immediately in the
statement of comprehensive income.
Where a project is abandoned or is determined not economically
viable, the related costs are written off.
The recoverability of deferred exploration and evaluation costs
is dependent upon a number of factors common to the natural
resource sector. These include the extent to which the Company can
establish mineral reserves on its properties, the ability of the
Company to obtain necessary financing to complete the development
of such reserves and the future profitable production or proceeds
from the disposition thereof.
Impairment of non-financial assets
The carrying amounts of the Group's assets are reviewed at the
date of each consolidated statement of financial position to
determine whether there is any indication of impairment. If any
such indication exists, the asset's recoverable amount is
estimated. Impairment is measured by comparing the carrying values
of the asset with its recoverable amount. The recoverable amount of
the asset is the higher of the asset's fair value less costs to
sell and its value-in-use, which is measured by reference to
discounted future cash flow.
An impairment loss is recognised in the income statement
immediately.
When there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal
is recognised in the income statement immediately, unless the asset
is carried at its revalued amount, in which case the reversal of
the impairment loss is treated as a revaluation increase.
Trade and other receivables
Trade and other receivables are recognised initially at their
fair value and subsequently measured at amortised cost using the
effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value. The carrying amount of
these assets approximates their fair value.
Trade and other payables
Trade and other payables are recognised initially at their fair
value and subsequently measured at amortised cost using the
effective interest method.
Borrowings
Interest bearing debt facilities are initially recognised at
fair value, net of directly attributable transaction costs.
Transaction costs are recognised in the income statement on a
straight-line basis over the term of the facility.
Borrowings with embedded derivative liability
Convertible debt with an embedded derivative liability pertains
to borrowing where the holder has the right to convert the debt
into a variable number of shares of the Company or a variable cash
amount, such that the conversion feature does not meet the
definition of equity under IAS 32 'Financial Instruments:
Presentation'.
The convertible debt is initially recognised at its fair value,
which is typically the proceeds received, net of transaction costs
directly attributable to the issuance of the instrument.
Subsequent measurement
-- Liability Component (Host Contract): After initial
recognition, the liability component of the convertible debt
(excluding the embedded derivative) is measured at amortised cost
using the effective interest method. Interest expense, as
calculated using the effective interest rate, is recognised in
profit or loss.
-- Embedded Derivative Liability: The embedded derivative is
measured at fair value with changes in fair value recognised
immediately in profit or loss. The derivative is revalued at each
reporting date.
Conversion
-- If the conversion option is exercised, the carrying amount of
the liability component and the fair value of the embedded
derivative at the date of conversion are transferred to equity,
assuming the shares are issued. Any difference between the combined
carrying amount and the number of shares issued multiplied by the
share price at the conversion date is recognised in profit and
loss.
-- If the bondholders choose not to convert and the debt
matures, the embedded derivative is derecognised and settled
together with the host contract.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity and rank in full for
all dividends or other distributions declared, made or paid on the
ordinary share capital of the Company.
Share capital account represents the nominal value of the
ordinary shares issued.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
Warrant reserve represents equity-settled share-based payments
made to third parties until such warrants are exercised. Only
equity-settled share-based payments that will be settled by the
Company exchanging a fixed amount of cash (or another financial
asset) for a fixed number of its own equity instruments will be
included in the Warrant reserve.
Share-based payment reserve represents equity-settled
share-based payments made to directors and employees until such
share-based payments are exercised.
Foreign exchange reserve represents:
-- differences arising on the opening net assets retranslation
at a closing rate that differs from opening rate; and
-- differences arising from retranslating the income statement
at exchange rates at the dates of transactions at average rates and
assets and liabilities at the closing rate.
Retained earnings include all current and prior period results
as disclosed in the Statement of Comprehensive Income.
Warrants
The Company estimates the fair value of the future liability
relating to issued warrants using the Black-Scholes pricing model
considering the terms and conditions upon which the warrants were
issued.
Warrants relating to equity finance are recorded as a reduction
of capital stock based on the fair value of the warrants.
Share-based payments
Equity-settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instrument at the grant date. Fair value is measured by use
of Black-Scholes model. Where the value of the goods or services
received in exchange for the share-based payment cannot be reliably
estimated the fair value is measured by use of a Black-Scholes
model.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of
shares that will eventually vest.
Equity-settled share-based payment transactions with other
parties are measured at the fair value of the goods and services
received, except where the fair value cannot be estimated reliably,
in which case they are measured at the fair value of the equity
instruments granted, measured at the date the entity obtains the
goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately
recognised as an expense in the profit or loss with a corresponding
credit to "Share-based payments reserve".
Upon exercise of share options, the proceeds received net of
attributable transaction costs are credited to share capital, and
where appropriate share premium. No adjustment is made to any
expense recognised in prior periods if share options ultimately
exercised are different to that estimated on vesting or if the
share options vest but are not exercised.
When share options lapse or are forfeited the respective amount
recognised in the Share-based payment reserve is reversed and
credited to accumulated profit and loss reserve.
4. Financial risk
The following represent the key financial risks that the Company
faces:
Financial risk factors
The Company's operations exposed it to a variety of financial
risks that had included the effects of credit risk, liquidity risk
and interest rate risk. The Company had in place a risk management
programme that attempted to limit the adverse effects on the
financial performance of the Company by monitoring levels of debt
finance and the related finance costs. The Company did not use
derivative financial instruments to manage interest rate costs and
as such, no hedge accounting was applied.
Given the size of the Company, the Directors did not delegate
the responsibility of monitoring financial risk management to a
sub-committee of the Board. The policies set by the Board of
Directors were implemented by the Company's finance department:
(a) Credit risk
The Company's credit risk was primarily attributable to its
trade receivables balance. The amounts presented in the statement
of financial position are net of allowances for impairment;
(b) Liquidity risk
Liquidity risk was the risk that an entity will encounter
difficulty in meeting obligations associated with financial
liabilities. The Company's financial liabilities included its trade
and other payables shown in Note 22;
(c) Interest rate cash flow risk
The Company had interest-bearing assets. Interest-bearing assets
comprised cash balances and unsecured loans, which earned interest
at floating rates. See note 27.
Capital risk management
The Company monitors capital which comprises all components of
equity (i.e., share capital, share premium and retained
earnings/losses).
5. Critical accounting estimates and judgements
The preparation of the financial statements require management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the end of the reporting period.
Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates and assumptions.
Information about such judgements and estimates are contained in
the accounting policies and/or the notes to the consolidated
financial statements. Areas of judgement that have the most
significant effect on the amounts recognised in the consolidated
financial statements are as follows:
Recyclus Accounted for as an Associated Company
The Company, considering IFRS 28 "Accounting for Associates",
has determined that whilst it does have significant influence over
Recyclus it does not control and direct it, and the directors of
Recyclus who are also directors of the Company are excluded from
any Company decisions relating to Recyclus. Therefore the Company
believes that it is reasonable to account for Recyclus as an
associated company.
Valuation of warrants and share options - see note 24
The Company estimates the fair value of the future liability
relating to issued warrants and share options using the
Black-Scholes pricing model taking into account the terms and
conditions upon which the warrants and share options were issued,
if the warrant or share option was granted on its own.
Warrants relating to equity finance are recorded as a reduction
of capital stock based on the fair value of the warrants.
Share options are expensed in accordance with their vesting
conditions.
Loan to associate- see note 19
Determination as to whether, the loan to associate is
recoverable involves management estimates and judgement. Management
uses discounted cashflow forecasts of the associate to determine
whether an impairment of the loan is required. The Company has
considered a range of sensitivities in respect of sales, cost of
sales and discount rates and has assumed that the relevant
environmental permits will be issued to enable the achievement of
sales. The Company has concluded that there is considerable
headroom over the carrying value of the loan provided commercial
production can be achieved.
Unquoted financial assets - see note 16
The Company holds certain unquoted investments which are held at
fair value through other comprehensive income in the financial
statements. The determination of whether the carrying amount of
these investments, currently being cost, approximates their fair
value requires significant estimates and judgments by management.
The following describes the basis and considerations made by
management in this determination:
Operating activities and future plans of the Investee:
Management reviewed the operating activities and future plans of
the investees. The information provided evidence to support the
view that the fair value has not significantly changed from
cost.
Market and Economic Indicators: Management considered relevant
market and economic indicators, industry trends, and other
macroeconomic factors that might impact the fair value of the
investments.
Impairment Indicators: Management continuously evaluates for any
indications of impairment. If there were any external or internal
indicators suggesting that the investment might be impaired, a
detailed impairment assessment would be undertaken.
Based on the above considerations and the information available,
management believes that the carrying amount of the unquoted
investments in the financial statements approximates their fair
value as of 30 June 2023, being cost. However, given the inherent
uncertainties and the lack of a liquid market for these
investments, the actual value realised in a sale or immediate
transaction could differ from the carrying amount.
Impairment of exploration and evaluation costs - see note 15
Determination as to whether, and by how much, an asset or cash
generating unit is impaired involves management estimates.
Management uses the following triggers to assess whether impairment
has occurred (the list is not exhaustive):
-- The period for which the entity has the right to explore in
the specific area has expired during the period or will expire in
the near future and is not expected to be renewed.
-- Substantive expenditure on further exploration for and
evaluation of mineral resources in the specific area is neither
budgeted nor planned.
-- Exploration for and evaluation of mineral resources in the
specific area have not led to the discovery of commercially viable
quantities of mineral resources and the entity has decided to
discontinue such activities in the specific area.
-- Sufficient data exist to indicate that, although a
development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be
recovered in full on successful development or by sale.
The Management used the above triggers to evaluate each mineral
exploration licence held by the group and determined carrying value
of the mineral exploration licences did not need to be
impaired.
6. Operating Segments
In accordance with IFRS 8 'Operational Segments,' the Group
determines and presents operating segments based on the information
that is provided internally to the Executive Directors, who are the
Group's chief operating decision makers ("CODM"). The operating
segments are aggregated if they meet certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components, and is:
a) Expected to generate revenues and incur expenses.
b) Regularly reviewed by the CODM to make decisions about
resources to be allocated to the segment and assess its
performance.
c) For which discrete financial information is available.
Based on the above criteria, the Group has identified its
reportable segments as:
-- Mineral Exploration: This segment is engaged in the
exploration and assessment of mineral deposits.
-- Battery Recycling: This segment is involved in the recycling
of batteries to recover valuable materials.
-- Other: This segment includes expenditure, corporate assets
and corporate liabilities that are managed on a group basis,
including the loan to its associate undertaking, Recyclus Group
Ltd.
Measurement:
The CODM assesses the performance of the operating segments
based on a measure of operating profit/loss. Interest income and
expenditure are not included in the results for each operating
segment that is reviewed by the CODM.
Below is a summary of the Group's results, assets and
liabilities by reportable segment as presented to the Executive
Board.
Mineral Battery
exploration recycling Other Total
GBP000 GBP000 GBP000 GBP000
------------------------------ ------------- ----------- -------- --------
Year ended 30 June 2023:
------------------------------ ------------- ----------- -------- --------
(3, 920
Operating expenses (281) - (3,639) )
------------------------------ ------------- ----------- -------- --------
(3, 920
Total segment operating loss (281) - (3,639) )
------------------------------ ------------- ----------- -------- --------
Year ended 30 June 2022:
------------------------------ ------------- ----------- -------- --------
Operating expenses (130) - (1,655) (1,785)
------------------------------ ------------- ----------- -------- --------
Total segment operating loss (130) - (1,655) (1,785)
------------------------------ ------------- ----------- -------- --------
Total segment assets
At 30 June 2023 15,359 - 8,547 23,906
------------------------------ ------------- ----------- -------- --------
At 30 June 2022 (restated) 15,681 - 5,930 21,611
------------------------------ ------------- ----------- -------- --------
Total segment liabilities
At 30 June 2023 (37) - (2,187) (2,224)
------------------------------ ------------- ----------- -------- --------
At 30 June 2022 (restated) (111) - (512) (623)
------------------------------ ------------- ----------- -------- --------
7. Administrative expenses
2023 2022
-------------------------------
GBP000 GBP000
------------------------------- ------- -------
Legal and professional fees 536 816
Employee benefit expense 689 443
Share-based payment charge 2,218 -
Advertising and marketing 312 341
Audit and Tax 65 76
Depreciation 1 3
Other administrative expenses 35 55
3,856 1,734
------------------------------- ------- -------
8. Auditors' remuneration
2023 2022
-----------------------------------------
GBP000 GBP000
----------------------------------------- ------- -------
Fees payable for the audit of the Group 65 47
Fees payable for non-audit services -
reporting accountant - 35
----------------------------------------- ------- -------
65 82
----------------------------------------- ------- -------
In December 2022, the Company appointed PKF Littlejohn LLP as
auditors to the Company. The fees in the prior year column relate
to fees paid to the previous auditors.
9. Employees and Directors
During the period key management personnel were the Directors of
the Company.
The average number of persons employed by the Company during the
year (including Directors that receive remuneration) was five
(2022: 5).
Chang Oh Turkmani does not receive salary or fees in respect of
her services as a director of the Company.
The following table sets out the total employee and Director
costs.
2023 2022
------------------------------
GBP000 GBP000
------------------------------ ------- -------
Director and consulting fees 605 473
Wages and salaries 6 18
Social security costs 78 41
------------------------------ ------- -------
689 531
------------------------------ ------- -------
The Directors' remuneration is set out in the Directors'
Remuneration Report on page 47 of the Annual Report.
10. Other income
2023 2022
-----------------
GBP000 GBP000
----------------- ------- -------
Management fees 47 45
----------------- ------- -------
11. Finance income and other finance costs
2023 2022
--------------------------------------------
Finance income GBP000 GBP000
-------------------------------------------- ------- -------
Interest charged to related parties 196 -
Fair value movement on derivative financial 128 -
liability
324 -
-------------------------------------------- ------- -------
2023 2022
-------------------------------------
Finance charges GBP000 GBP000
------------------------------------- ------- -------
Interest payable 72 -
Amortisation of loan fees 163 -
Unwinding of discount on convertible 159 -
loans
394 -
------------------------------------- ------- -------
12. Taxation
2023 2022
-------------------------
GBP000 GBP000
------------------------- ------- -------
Current tax - -
Deferred tax - -
------------------------- ------- -------
Total income tax expense - -
------------------------- ------- -------
2023 2022
--------------------------------------
GBP000 GBP000
-------------------------------------- -------- --------
Loss for the year/period (3,920) (1,785)
Tax using the Company's domestic tax
rate 20.5% (19%) (804) (339)
Effect of non-deductible expenses 455 2
Utilisation of tax losses - -
Differences in overseas tax rates (2) 2
Tax losses carried forward 351 335
-------------------------------------- -------- --------
Total tax expense - -
-------------------------------------- -------- --------
Effective tax rate
The effective tax rate was 20.5% (2022: 19%). Tax charges are
affected by the mix of profits and tax jurisdictions in which the
Group operates. The impact of unrecognised tax losses and
non-deductible items increases the Group's overall effective tax
rate.
At the period end, the Group had estimated tax losses of
GBP5,037,000 (2022: GBP3,365,000) available for carry forward
against future trading profits. As legislation has been enacted
whereby the corporation tax rate is 25% from April 2023, the tax
losses would have resulted in an additional deferred tax asset of
GBP1,259,000(2022: GBP841,000) which has not been recognised in the
financial statements due to the uncertainty of the recoverability
of the amount.
13. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
2023 2022
GBP000 GBP000
Loss from continuing operations attributable
to equity holders of the company (3,920) (1,785)
Weighted average number of ordinary shares
in issue 1,344,710,781 785,135,966
---------------------------------------------- -------------- ------------
Basic and fully diluted loss per share
from continuing operations in pence (0.29) (0.23)
---------------------------------------------- -------------- ------------
14. Property, plant and equipment - Group
Office equipment Total
Cost GBP000 GBP000
----------------------------- ----------------- --------
9 June 2021 - -
Additions 8 8
------------------------------ ----------------- --------
30 June 2022 8 8
Additions - -
----------------------------- ----------------- --------
30 June 2023 8 8
------------------------------ ----------------- --------
Depreciation
----------------------------- ----------------- --------
9 June 2021 - -
Depreciation charge 3 3
30 June 2022 3 3
Depreciation charge 1 1
------------------------------ ----------------- --------
30 June 2023 4 4
------------------------------ ----------------- --------
Net book value 30 June 2023 4 4
------------------------------ ----------------- --------
Net book value 30 June 2022 5 5
------------------------------ ----------------- --------
Additions during the period include GBPnil (2022: GBP4,000) of
office equipment from the acquisition of Techmin Limited.
Property, plant and equipment - Company
Office equipment Total
Cost GBP000 GBP000
----------------------------- ----------------- --------
9 June 2021 - -
Additions 3 3
30 June 2022 3 3
------------------------------ ----------------- --------
Additions - -
----------------------------- ----------------- --------
30 June 2023 3 3
------------------------------ ----------------- --------
Depreciation
----------------------------- ----------------- --------
9 June 2021 - -
Depreciation charge 1 1
30 June 2022 1 1
Depreciation charge - -
----------------------------- ----------------- --------
30 June 2023 1 1
------------------------------ ----------------- --------
Net book value 30 June 2023 2 2
------------------------------ ----------------- --------
Net book value 30 June 2022 2 2
------------------------------ ----------------- --------
15. Intangible assets (restated)
Mineral
exploration Total
Cost GBP000 GBP000
---------------------------------------- ------------- --------
9 June 2021 - -
Acquisition (restated) 14,477 14,477
Additions 1,746 1,746
Disposals (814) (814)
---------------------------------------- ------------- --------
30 June 2022 (restated) 15,409 15,409
---------------------------------------- ------------- --------
Additions 420 420
FX (40) (40)
Disposals - -
---------------------------------------- ------------- --------
30 June 2023 15,789 15,789
---------------------------------------- ------------- --------
Accumulated amortisation
9 June 2021 and 1 July 2022 - -
Amortisation - -
---------------------------------------- ------------- --------
30 June 2023 - -
---------------------------------------- ------------- --------
Net book value 30 June 2023 15,789 15,789
---------------------------------------- ------------- --------
Net book value 30 June 2022 (restated) 15,409 15,409
---------------------------------------- ------------- --------
See note 17 for further details on the mineral resource
exploration projects acquired through the acquisition of Emperium,
LRH Group, TML and Onshore Energy Limited ("OEL") in 2022. As
stated in note 29, a prior year adjustment has been recognised in
order to treat the transaction as an asset acquisition rather than
a business combination.
On 20 May 2022, the Company sold 10% interest in Emperium, for a
cash consideration of GBP860,000. The difference between the cash
consideration received and the reduction in intangible assets is
recognised in the consolidated statement of comprehensive
income.
16. Financial assets measured at Fair Value through Other
Comprehensive Income
The Group holds certain equity investments that are not held for
trading purposes. Management has elected to classify these
investments as being measured at fair value through other
comprehensive income ("FVOCI") because these equities represent
investments that the Group intends to hold for the foreseeable
future for strategic purposes.
Group Company
GBP000 GBP000
-------------------------------------- -------- --------
9 June 2021 - -
Additions 1,221 -
Fair value gains/(losses) recognised - -
in OCI
30 June 2022 1,221 -
Additions - 1,219
Fair value gains/(losses) recognised - -
in OCI
-------------------------------------- -------- --------
30 June 2023 1,221 1,219
--------------------------------------- -------- --------
The financial assets at FVOCI are measured based on level three
inputs of the fair value hierarchy i.e. unobservable inputs, used
when relevant observable inputs are not available. Management
determined the fair value by reviewing the operating activities and
future plans of the investee and by taking into consideration the
market and economic indicators, industry trends, and other
macroeconomic factors that might impact the fair value of the
investments. The information provided evidence to support the view
that the fair value has not significantly changed from cost.
The additions during the period ended 30 June 2022 were acquired
as part of the acquisition of LRH Group and OEL. Additions in the
Company during the year ended 30 June 2023 relate to the transfer
of investments in OEL to the Company at cost.
17. Investment in subsidiaries
Investment in subsidiaries - Company
Company
GBP000
--------------------- --------
1 June 2021 -
Additions 15,745
Disposals (840)
---------------------- --------
30 June 2022 14,905
Additions/disposals -
--------------------- --------
30 June 2023 14,905
---------------------- --------
During the period ended 30 June 2022 10% of Emperium was sold
for a cash consideration of GBP840,000.
As at 30 June 2023, the Company held interests in the following
subsidiary companies:
Country of registration Proportion Nature of business
Company held
------------------------------------------- ------------------------ ----------- --------------------
Techmin Limited United Kingdom 100% Mineral exploration
18 Savile Row, London,
England, W1S 3PW
Onshore Energy Limited United Kingdom 100% Mineral exploration
18 Savile Row, London,
England, W1S 3PW
Emperium 1 Holdings Corporation USA 90% Mineral exploration
10100, Santa Monica Boulevard
#300, Century City
Los Angeles, CA90067
Technology Minerals Idaho USA 90% Mineral exploration
Limited
10100, Santa Monica Boulevard
#300, Century City
Los Angeles, CA90067
LRH Resources Ltd Ireland 100% Mineral exploration
Unit E, Kells Business
Park,
Cavan Road, Kells Meath
A82 HK12, IRELAND
Asturmet Recursos S.L. Spain 100% Mineral exploration
Avenida de Galicia, Oviedo
Asturias, SPAIN
Technology Minerals Cameroon Cameroon 100% Mineral exploration
Limited
PO Box 666
Yaounde
Cameroon
------------------------------------------- ------------------------ ----------- --------------------
18. Investment in associates
In September 2021, the Company acquired 48.35% of a
battery-recycling business, Recyclus Group Ltd ("Recyclus") for nil
consideration. Under the equity method the initial investment is
recognised at cost being nil.
As there are common Directors between Technology Minerals Plc
and Recyclus Group Ltd, Technology Minerals Plc is able to
influence Recyclus Group Ltd, however, it does not control the
Recyclus Group, which has its own operating, technical and
financial management, as well as separate financial, human
resources and other policies. Recyclus Group Ltd has raised loan
and equity funding from third parties, and Technology Minerals Plc
does not hold rights to favourable returns from its shareholding in
Recyclus Group Ltd under IAS 28 and IFRS 10 criteria. Therefore,
management has concluded that its investment in Recyclus is an
investment in an associate and it did not control Recyclus as at
year ended 30 June 2023. See note 5 for further information.
Summarised financial information for Recyclus (100% basis):
2023 2022
Group and Company GBP000 GBP000
------------------------- -------- --------
Non-current assets 4,209 3,890
------------------------- -------- --------
Current assets 525 521
------------------------- -------- --------
Current liabilities 784 719
------------------------- -------- --------
Non-current liabilities 7,832 5,847
------------------------- -------- --------
Revenue for the year 33 114
------------------------- -------- --------
Loss for the year (2,405) (2,007)
------------------------- -------- --------
The Group's share of the reported loss of Recyclus for the year
amounts to GBP1.2m (2022: GBP1.0m).
As the Group's share of the losses in Recyclus exceeds its
interest in the associate, it has not recognised its share of
further losses. Once Recyclus subsequently reports profits, the
Group will resume recognising its share of those profits only after
its share of the profits equals the share of losses not
recognised.
There were no significant transactions between the Group and
Recyclus other than the loans provided. See note 19.
19. Loans to associates
During the period the Company provided an unsecured loan to
Recyclus as follows:
Group Company
GBP000 GBP000
---------------- -------- --------
9 June 2021 - -
Loans acquired 2,909 2,909
Additions 1,629 1,629
---------------- -------- --------
30 June 2022 4,538 4,538
---------------- -------- --------
Additions 1,955 1,955
---------------- -------- --------
30 June 2023 6,493 6,493
---------------- -------- --------
Loans to associates generally bear 2% interest. The loan is
repayable in monthly instalments when funds are available.
20. Trade and other receivables
Group Company Group Company
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
-------------------------------- -------- -------- -------- --------
Non-current assets
Amounts due from subsidiaries - 2,452 - 1,504
- 2,452 - 1,504
-------------------------------- -------- -------- -------- --------
Current assets
Other debtors 1 1 15 15
VAT receivable 27 28 23 27
Prepayments and accrued income 53 52 29 29
-------------------------------- -------- -------- -------- --------
81 81 67 71
-------------------------------- -------- -------- -------- --------
In FY2022, the intercompany loan to Techmin Limited included in
amounts receivable from subsidiary undertakings was impaired by
GBP462,000 to GBP746,000, being the amount considered to be
recoverable.
Cash and cash equivalent
Group Company Group Company
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
--------------------------- -------- -------- -------- --------
Cash and cash equivalents 318 - 371 199
--------------------------- -------- -------- -------- --------
318 - 371 199
--------------------------- -------- -------- -------- --------
GBP46,000 of cash contributions were made by the subsidiaries
acquired during the period ended 30 June 2022.
The majority of the Group's funds are held with Revolut Ltd,
which is authorised to issue e-money by the Financial Conduct
Authority under the Electronic Money Regulations 2011. Revolut Ltd
is not recognised as a bank in the UK.
21. Trade and other payables
Group Company Group Company
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
------------------------------ -------- -------- -------- --------
Current liabilities
Trade and other payables 230 200 449 310
Taxation and social security 106 104 71 71
Accruals 102 98 82 66
------------------------------ -------- -------- -------- --------
438 402 602 447
------------------------------ -------- -------- -------- --------
Non-current liabilities
Amounts due to subsidiaries - 1,087 - -
------------------------------ -------- -------- -------- --------
- 1,087 - -
------------------------------ -------- -------- -------- --------
22. Borrowings and derivative financial liabilities
Group Company Group Company
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
-------------------------------- -------- -------- -------- --------
Amount owed to third parties - - 21 -
Convertible loan notes 1,557 1,557 - -
-------------------------------- -------- -------- -------- --------
Total borrowings 1,557 1,557 21 -
-------------------------------- -------- -------- -------- --------
Derivative financial liability 230 230 - -
-------------------------------- -------- -------- -------- --------
Bond Facility
The bond facility outstanding at the year-end has been accounted
for as a financial liability with a related embedded derivative
being the fair value of the convertible feature. The host contract
is measured at amortised cost and the derivative at fair value
through profit and loss.
On 9 December 2022, the Company entered into a GBP4.0 million
convertible bond facility with Macquarie Bank Limited ("MBL") and
Atlas Capital Markets LLC ("ACM").
Under the Facility, MBL and ACM provided access to a GBP4.0
million convertible bond facility with a coupon of 5% per annum
over the SONIA rate, payable quarterly in cash or in shares at the
Company's discretion. The Facility could be drawn in eight tranches
of up to GBP500,000 with each tranche being called at the Company's
discretion once the previous tranche had been fully converted and
subject to certain conditions. MBL and ACM could purchase the
convertible bonds at a fixed price equal to 95% of the principal
amount.
MBL and ACM could convert the convertible bonds to Technology
Minerals Plc Ordinary shares by issuing a conversion notice with
the price set at 90% of the 3-day Volume Weighted Average Price of
the Shares, where the three days may be consecutive or not and are
selected by MBL or ACM (as applicable) from the 20 days prior to
the issue of a conversion notice by MBL or ACM. The convertible
bonds had a maturity of two years from issuance.
The Company pays a transaction fee equal to 3% of each tranche
(the "Commission"). The Commission is payable in cash and is
deducted from the amount payable by MBL or ACM (as applicable) to
Technology Minerals Plc for each tranche.
In addition, warrants amounting to 30% of each tranche are
attached to each tranche of the convertible bonds. The warrants
have a strike price fixed at 30% premium to the Volume Weighted
Average Price of the Shares for the five consecutive days prior to
the issue date of each tranche. The warrants will expire two years
after issuance. See note 25 for further information.
All convertible bonds issued to MBL and ACM were converted by
the end of the year and accordingly none of those loan notes were
outstanding at 30 June 2023.
Convertible loan notes
On 27 March 2023, the Company announced that it had raised funds
which included a GBP1.7 million convertible loan note ("CLN") with
a new high net worth investor. Interest accrues on the CLN at 12%
compounding annually, with a repayment date of two years from
drawdown. The CLN can be converted at any time by the holder at 3.5
pence per share.
23. Share capital and share premium
Group and Company Number of Share Share premium
ordinary capital GBP000
shares of GBP000
0.1p
-------------------------- -------------- --------- --------------
At 1 July 2022 1,271,423,593 1,271 19,770
Share issue - placings 123,000,000 123 1,187
Share issue - conversion
of CLNs 118,186,302 118 942
Share issue - in lieu of
services provided 1,100,000 1 20
Share issue - costs - - (59)
At 30 June 2023 1,513,709,895 1,513 21,860
-------------------------- -------------- --------- --------------
The detailed history of the Company's share capital from
incorporation to 30 June 2022 is provided in the 2022 Annual Report
and Accounts. Transactions related to the year ended 30 June 2023
are as follows:
Placings:
On 9 November 2022 placing of 32,000,000 Ordinary Shares of
GBP0.001 at a price of GBP0.0125 (Placing Price) per Ordinary Share
raising GBP400,000 before issue costs.
On 31 March 2023 placing of 80,000,000 Ordinary Shares of
GBP0.001 at a price of GBP0.0100 (Placing Price) per Ordinary Share
raising GBP800,000 before issue costs.
On 10 May 2023 placing of 11,000,000 Ordinary Shares of GBP0.001
at a price of GBP0.0100 (Placing Price) per Ordinary Share raising
GBP110,000 before issue costs.
Conversion of CLNs:
Between January and April 2023, total of 118,186,302 Ordinary
Shares issued to satisfy conversion of convertible loan notes. See
note 22 for further details.
Shares issued to settle outstanding debt:
In November 2022 1,100,000 Ordinary Shares were issued at
GBP0.0189 to settle an outstanding debt of GBP20,790.
24. Share Based Payments
Warrants
As described in note 23 the Company entered into a GBP4.0m Bond
Facility, drawn down in tranches. Warrants amounting to 30% of each
tranche were issued to the lender on the drawdown of each tranche.
The Company drew down the following tranches during the year:
Date Tranche Amount
---------------- ------- ------------
16 December 2022 1 GBP500,000
30 January 2023 2 GBP250,000
24 February 2023 3 GBP310,000
Total GBP1.060,000
Tranche 1 Tranche 2 Tranche 3
------------------------------- ------------ ------------ ------------
Number of shares that could
be acquired on the exercise
of the warrant 6,921,527 4,298,980 5,494,471
Fair value of one CLN Warrant GBP0.0053 GBP0.0046 GBP0.0041
Warrant Share exercise price GBP0.021672 GBP0.017446 GBP0.0169
Date of grant 16/12/2022 30/1/2023 24/2/2023
Time to maturity, years 2 2 2
Share price GBP0.01525 GBP0.0135 GBP0.01225
Expected volatility*,% 78% 72% 74%
Expected dividend growth
rate,% 0% 0% 0%
Risk-free interest rate
(3 year bond),% 5.00% 4.24% 4.81%
------------------------------- ------------ ------------ ------------
*Calculation of volatility involves significant judgement by the
Directors due to the absence of the historical trading data for the
Company at the date of the grant.
The exercise price of the above warrants is calculated as 130%
of VWAP of the company's share price for the preceding five days of
each drawdown.
The fair value of the warrants was GBP79,000 and has been
treated as a finance cost of the Bond Facility drawn. This amount
was expensed in full during the year, following the conversion of
the GBP1,060,000 into equity.
For the period ended 30 June 2022:
CLN Warrants
Warrants were issued to the holders of the 2021 Convertible Loan
Notes (CLN Warrants), that gave them the right to within two years
from Admission to subscribe for one Ordinary Share in the Company
for each Ordinary Share issued to the loan note holder on
conversion of the loan note at Admission, at the Placing Price x
150%.
Placee Warrants
Each placee of the GBP1.5m share placing on IPO has the right to
subscribe for one Ordinary Share in Technology Minerals for each
placing share issued to the placee at the Placing Price x 150%
exercisable within two years from Admission.
Advisor Warrants
Warrants were issued to the Company's advisors that gave them
the right to within two years from Admission to subscribe for
Ordinary Shares in the Company at exercise prices of GBP0.03375 and
GBP0.001.
The fair value of the warrants issued during the year ended 30
June 2023 was calculated using the Black-Scholes mode using the
following information:
CLN Warrants Placee and Advisor
advisor Warrants Warrants
------------------------------- -------------- ------------------ ------------
Number of shares that could
be acquired on the exercise
of the warrant 306,229,366 72,955,554 7,333,334
Fair value of one CLN Warrant GBP0.003937 GBP0.00401 GBP0.02151
Warrant Share exercise price GBP0.03375 GBP0.03375 GBP0.001
Date of grant 29/07/2021 17/11/2021 17/11/2021
Time to maturity, years 2 2 2
Share price GBP0.0225 GBP0.0225 GBP0.0225
Expected volatility*,% 55% 55% 55%
Expected dividend growth
rate,% 0% 0% 0%
Risk-free interest rate
(3 year bond),% 0.076% 0.56% 0.56%
------------------------------- -------------- ------------------ ------------
*Calculation of volatility involves significant judgement by the
Directors due to the absence of the historical trading data for the
Company at the date of the grant.
The fair value of the warrants was GBP1,656,199 and was charged
to Share premium.
At 30 June 2023, the Company had outstanding warrants to
subscribe for Ordinary shares as follows:
Warrant Fair value
exercise Expiry of individual At 01/07/ At 30/06/
price date warrant 2022 Issued Exercised 2023
------------- ------------ ---------------- ------------ ----------- ---------- ------------
GBP0.03375 29/07/2023 GBP0.003937 306,229,366 - - 306,229,366
GBP0.03375 17/11/2023 GBP0.00401 49,808,280 - - 49,808,280
GBP0.001 17/11/2023 GBP0.02151 666,667 - - 666,667
GBP0.021672 16/12/2024 GBP0.0053 - 6,921,527 - 6,921,527
GBP0.017446 30/01/2025 GBP0.0046 - 4,298,980 - 4,298,980
GBP0.0169 24/02/2025 GBP0.0041 - 5,494,471 - 5,494,471
------------- ------------ ---------------- ------------ ----------- ---------- ------------
356,704,313 16,714,774 - 373,419,087
------------------------------------------- ------------ ----------- ---------- ------------
Share options
On 13 April 2023 ("Grant Date"), 128,534,322 share options were
issued to Directors and staff. 112,619,136 share options fully
vested on the Grant Date. 15,915,186 share options will vest in
respect of 1/12 of the shares under option on the Grant Date and
quarterly thereafter commencing 1 June 2023.
The fair value of the share options issued during the year ended
30 June 2023 was calculated using the Black-Scholes mode using the
following information:
2023 share
options
------------------------------ --------------
Number of shares that could
be acquired on the exercise
of the warrant 128,534,322
Fair value of one share GBP0.0192
option
Exercise price GBP0.02325
Date of grant 13 April 2023
Time to maturity, years 10
Share price GBP0.02325
Expected volatility*,% 80%
Expected dividend growth
rate,% 0%
Risk-free interest rate
(10 year bond),% 3.45%
-------------------------------- --------------
*Calculation of volatility involves significant judgement by the
Directors due to the absence of the historical trading data for the
Company at the date of the grant.
The aggregate fair value of the share options was GBP2,473,372
of which GBP2,218,160 was expensed in FY2023.
At 30 June 2023, the Company had outstanding share options to
subscribe for Ordinary shares as follows:
Fair value
Exercise Expiry of individual At 01/07/ At 30/06/
price date share option 2022 Issued Exercised 2023
------------ ------------ ---------------- ----------- ------------ ---------- ------------
GBP0.02325 13/04/2033 GBP0.0192 - 128,534,322 - 128,534,322
- 128,534,322 - 128,534,322
------------------------------------------------------ ------------ ---------- ------------
Information on the share options granted to each Director is
shown in the remuneration report.
25. Non-controlling interests
Non-controlling interests that are material to the Group are
reflected in the table below.
On 20 May 2022 Technology Minerals Plc sold 10% interest in its
wholly owned subsidiary Emperium Ltd, a US cobalt/copper projects:
the Blackbird Creek Project and Emperium Project (collectively "the
Properties"), to Bluebird Metals LLC, taking its ownership down to
90%. The consideration received for the 10% disposal was
GBP860,000.
Summarised below is the financial information for Emperium Ltd,
before intragroup eliminations together with amounts attributable
to NCI:
2023 2022
GBP000 GBP000
--------------------------------- -------- --------
Non-current assets 459 376
Current assets - -
Non-current liabilities - -
Current liabilities (298) (119)
---------------------------------- -------- --------
Net assets 161 257
---------------------------------- -------- --------
Attributable to owners of the
parent 147 231
Attributable to non-controlling
interests 14 26
---------------------------------- -------- --------
Attributable to non-controlling 2023 2022
interests GBP000 GBP000
--------------------------------- -------- --------
Loss for the year (12) (3)
Net (decrease)/increase in cash -
and cash equivalents -
---------------------------------- -------- --------
26. Financial risk management
The Group's activities expose it to a variety of financial risks
which result from its operating and investing activities; market
risk (foreign currency exchange risk), liquidity risk, capital risk
and credit risk. These risks are mitigated wherever possible by the
Group's financial management policies and practices described
below. The Group's financial risk management is carried out by the
finance team led by the Chief Financial Officer and under policies
approved by the Board. Group finance identifies, evaluates and
mitigates financial risks in close co-operation with the Group's
senior management team.
Financial instruments by category
Group Group Company Group Company
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
------------------------------------- ------------ -------- -------- --------
Financial assets at amortised
costs:
------------------------------------ ------------- -------- -------- --------
Trade and other receivables 81 81 71 71
Cash 318 - 199 199
Loan receivable 6,493 6,493 4,538 4,538
-------------------------------------- ----------- -------- -------- --------
Financial liabilities at amortised
costs:
-------------------------------------- ----------- -------- -------- --------
Trade and other payables 438 402 447 447
Borrowings 1,557 1,557 - -
-------------------------------------- ----------- -------- -------- --------
Financial assets at fair value
through other comprehensive
income:
-------------------------------------- ----------- -------- -------- --------
Financial assets 1,221 1,219 1,221 -
-------------------------------------- ----------- -------- -------- --------
Investments in equity instruments at FVTOCI are measured at
cost, which is considered to be equal to their fair values.
Capital risk
Capital risk refers to the risk associated with a Company's
ability to maintain an appropriate level of capital to support its
operations and absorb potential losses.
The Group's objectives when managing capital risk are:
-- to safeguard the Group's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Group's growth; and
-- to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
Management regards total equity as capital and reserves, for
capital management purposes. The Group is not subject to externally
imposed capital requirements.
Credit risk
Credit risk refers to the risk that the Group's financial assets
will be impaired by the default of a third party (being non-payment
within the agreed credit terms). The Group is exposed to credit
risk primarily on its cash and cash equivalent balances as set out
in note 21 and on its trade and other receivable balances as set
out in note 20 . The Group's credit risk is primarily attributable
to its other receivables, being royalty receivables. It is the
policy of the Group to present the amounts in the balance sheet net
of allowances for doubtful receivables, estimated by the Group's
management based on prior experience and the current economic
environment. In certain cases, the Group has the right to audit the
reported royalty income.
For banks and financial institutions, only parties with a
minimum credit rating of BBB are accepted. The majority of cash is
held with Revolut Limited in the UK.
The Directors have considered the credit exposures and do not
consider that they pose a material risk at the present time. The
credit risk for cash and cash equivalents is managed by ensuring
that all surplus funds are deposited only with financial
institutions with high quality credit ratings. There are currently
no expected credit losses.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet
future obligations and financial liabilities as and when they fall
due. The Group currently has sufficient cash resources to pay the
trade and other payables and contingent consideration when they
fall due.
Future expected payments
2023 2022
Group GBP000 GBP000
----------------------------------- -------- ------------- ---------
Trade and other payables within
one year 438 602
Current tax liabilities within
one year - -
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from
currency exposures, primarily with respect to the United States
Dollar (USD) and the Euro (EUR).
w
The following table highlights the major currencies the Group
operates in and the movements against the Great British Pound (GBP)
during the course of the year:
Average rate Reporting spot rate
------------------------- --------------------------
2023 2022 Movement 2023 2022 Movement
---------------------- ----- ----- ----------- ------ ----- -----------
United States Dollar 1.20 1.32 (0.12) 1.27 1.22 0.05
Euro 1.15 1.18 (0.03) 1.16 1.16 -
The Group's exposure to foreign currency risk based on GBP
equivalent carrying amounts of monetary items at the reported
date:
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
USD USD USD USD
Cash and cash equivalents 1 33 - 20
Trade and other receivables - 4 - 1
Trade and other payables (8) (88) (8) (105)
----------------------------- -------- -------- -------- ---------
Net exposure (7) (51) (8) (84)
The Group does not hedge against foreign exchange movements.
Exchange rate sensitivity
The Group is mainly exposed to foreign exchange risk on the cash
balances and trade and other payables denominated in currencies
other than GBP as detailed above. A +/- 10% change in the GBP:EUR
and GBP:USD rate and the impact of a +/- 10% change on the exchange
rates on the translation of foreign subsidiaries into the Group's
presentation currency would result in the following changes:
2023 2023 2022 2022
GBP000 GBP000 GBP000 GBP000
Profit/(loss) Equity Profit/(loss) Equity
+10%/-10% +10%/-10% +10%/-10% +10%/-10%
-------------- ----------- -------------- ------------
(11) /
USD 11 16 / (16) (1) / 1 28 / (28)
(18) / (26) /
EUR 18 25 / (25) 26 26 / (26)
----- -------------- ----------- -------------- ------------
27. Related party transactions
Aggregate base salaries paid to the Executive Directors for the
year ended 30 June 2023 were GBP 577k (2022: GBP358k). See note 9
for further details.
The aggregate amount paid to the Non-Executive Directors for
services for the year ended 30 June 2023 was GBP36k (2022:
GBP24k).
During the year the Company provided a loan of GBP6.5m (2022:
GBP4.5m) to Recyclus Group, an associate. Alex Stanbury and Robin
Brundle are each Directors of Recyclus Group Limited. The interest
charged on the loan is 2% per annum and the amount charged for the
period was GBP196,000 (2022: GBP46,000). See notes 18 and 19 for
further information.
During the period the Company charged GBP356,884 (2022:
GBP140,000) for the provision of management services to its
subsidiaries.
During the period the Company provided GBP1,364,000 (2022:
GBP1,504,000) of loans to its subsidiaries. The interest charged on
the loans was 2% per annum and the amount charged for the period
was GBP 40,075 (2022: GBP 20,000 ). See note 20 .
As at 30 June 2023 amounts receivable from subsidiary
undertaking was as follows:
2023 2022
Company GBP000 GBP000
----------------------------------- -------- --------
Techmin Limited 558 746
Onshore Energy Limited (1,087) 170
Emperium 1 Holdings Corporation 298 119
Technology Minerals Idaho Limited 461 -
Technology Minerals Camaroon 241 -
LRH Resources Ltd 362 225
Asturmet Recursos S.L. 531 244
----------------------------------- -------- --------
1,364 1,504
----------------------------------- -------- --------
28. Notes supporting statement of cashflows
Significant non-cash transactions from investing activities are
as follows:
2023 2022
GBP000 GBP000
--------------------------------------------- --------- --------
Equity consideration for the acquisition of
subsidiaries - 15,725
Equity consideration for the acquisition of
mineral resources project - 473
Shares issued in lieu of services provided
by third parties - 269
--------------------------------------------- --------- --------
See notes 17 and 25 for further information
Significant non-cash transactions from financing activities are
as follows:
2023 2022
GBP000 GBP000
------------------------------------ -------- --------
Conversion of loan notes to equity 1,060 5,193
------------------------------------ -------- --------
See note 24 for further information.
Reconciliation of net cash flow to movement in net debt
2023 2022
Group GBP000 GBP000
-------------------------------------------------------- -------- --------
Cash and cash equivalents 318 371
Borrowings (1,557) -
-------------------------------------------------------- -------- --------
Net debt (1,239) 371
-------------------------------------------------------- -------- --------
Net (decrease)/increase in cash and cash equivalents
in the period (53) 371
Cash inflow from increase in borrowings (2,675) (4,395)
Other non-cash changes 58 -
Conversion of borrowing to equity 1,060 4,395
-------------------------------------------------------- -------- --------
Change in net debt resulting from cashflows (1,610) 371
Net debt at the start of the year 371 -
-------------------------------------------------------- -------- --------
Net debt at the end of the year (1,239) 371
-------------------------------------------------------- -------- --------
29. Prior year adjustment
The prior year comparatives for the Group have been restated
from those previously reported by the Company as shown below:
Previous Restated
2022 Adjustment 2022
GBP000 GBP000 GBP000
---------------------------------- ----------- ------------- -----------
Non-current assets
Property, plant and equipment 5 - 5
Intangible assets 18,300 (2,891) 15,409
Financial assets 1,221 - 1,221
Investment in associates - - -
Loans to associates 4,538 - 4,538
Total non-current assets 24,064 (2,891) 21,173
---------------------------------- ----------- ------------- -----------
Current assets
Trade and other receivables 67 - 67
Cash and cash equivalents 371 - 371
---------------------------------- ----------- ------------- -----------
Current assets 438 - 438
---------------------------------- ----------- ------------- -----------
Total assets 24,502 (2,891) 21,611
---------------------------------- ----------- ------------- -----------
Current liabilities
Trade and other payables 602 - 602
Borrowings 21 - 21
Total current liabilities 623 - 623
---------------------------------- ----------- ------------- -----------
Non-current liabilities
Deferred tax liability 2,891 (2,891) -
Total non-current liabilities 2,891 -
---------------------------------- ----------- ------------- -----------
Total liabilities 3,514 (2,891) 623
---------------------------------- ----------- ------------- -----------
Net assets 20,988 - 20,988
---------------------------------- ----------- ------------- -----------
Equity
Share Capital 1,271 - 1,271
Share Premium 19,770 - 19,770
Warrants reserve 1,420 - 1,420
Share-based payments reserve - - -
Foreign exchange reserve 30 - 30
Accumulated deficit (1,529) - (1,529)
---------------------------------- ----------- ------------- -----------
Equity attributable to owners of
the parent 20,962 - 20,962
Non-controlling interests 26 - 26
---------------------------------- ----------- ------------- -----------
Total equity 20,988 - 20,988
---------------------------------- ----------- ------------- -----------
Subsequent to the approval of the 2022 financial statements the
Board carried out a review of the prior year acquisition of 100% of
the issued share capital of Emperium 1 Holdings Corporation
(Emperium), LRH Resources Limited and its wholly owned subsidiary
Asturmet Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore
Energy Limited (OEL) and its wholly owned subsidiary Technology
Minerals Cameroon (TMC).
The Board concluded that the acquisition should not have
included goodwill and corresponding deferred tax liability.
Consequently, the prior year has been restated resulting in the
restatement of the prior year statement of financial position. A
deferred tax liability of GBP2,891k is no longer recognised along
with the resultant goodwill.
There is no third statement of financial position due to the
error solely relating to the prior year and also the length of time
that the Company has been established.
30. Events occurring after the reporting date
On 4 July 2023 the Company entered into a Convertible Loan Note
for GBP500,000 at 6% interest for six months, convertible at 1.8p
per share.
As announced on 13 July 2023, Global Battery Metals ("GBML")
exercised its second option over the Company's Leinster Lithium
Property in the Republic of Ireland, bringing GBML's equity
interest in the Leinster property to 55%.
On 31 August 2023, the Company entered into a Convertible Loan
Note for GBP700,000 at 12% interest for six months, convertible at
1.4p per share and issued warrants to subscribe for 70 million
ordinary shares at 2p per shares. Costs associated with this
funding were settled by a convertible loan note for GBP35,000 and
warrants for 3.5 million shares on the same terms respectively.
31. Ultimate controlling party
The company does not have a single controlling party.
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