REG - Alba Mineral Resrcs. - Final Results and Notice of AGM
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RNS Number : 3050H Alba Mineral Resources PLC 02 May 2025
Alba Mineral Resources plc
("Alba" or the "Company")
Final Results and Notice of AGM
Alba Mineral Resources plc (AIM: ALBA) is pleased to announce its Final
Results for the year ended 30 November 2024 and to give details of its
forthcoming Annual General Meeting ("AGM").
OVERVIEW
Successful sales of first gold production from Clogau-St David's Mine
("Clogau" or the "Mine") in three decades
- Three limited edition 1oz, 24-carat "Tyn-y-Cornel" Welsh gold
coins produced from gold from the Mine and historic Waste Tip, with each coin
being sold for ~ 8.5x the gold spot price (total revenues £62k).
- Premium price achieved validates unique commercial potential of
the Mine.
Extensive underground and processing plant works at Clogau
- Successful dewatering of Level 5 followed by extensive clearance,
safety and access works.
- Extensive in-mine infrastructure completed (cabling, winches,
shaft doors, rails, ventilation).
- First phase of blasting successfully completed.
- Modifications to onsite pilot processing plant to improve
throughput and recoveries.
Waste tip trenching results
- Trenching, processing and refining of Waste Tip material in July
2024 returned average head grades for trenches 1 and 3 of 3.19 g/t.
- A similar exercise undertaken in April 2025 in respect of trenches
2 and 4, post modification of the pilot processing plant, returned an average
head grade of 9.2 g/t, considered to be very positive for the economics of
future Waste Tip processing.
GreenRoc investment
- At year end, Alba had a stake of 34.34% in GreenRoc Strategic
Materials Plc ("GreenRoc") (now 28.01% due to the effect of recent GreenRoc's
share placings).
- Alba has participated in share placings by GreenRoc during the
year and post year end, and continues to provide key strategic and technical
support to GreenRoc
- Letter of Interest ("LOI") signed with US EXIM Bank and, most
recently, with Export and Investment Fund of Denmark ("EIFO") for the
provision of funding to GreenRoc's Amitsoq Graphite Project.
- Successful completion of a pre-feasibility study ("PFS") for the
proposed active anode material ("AAM") plant, with an after-tax NPV8 of
US$621M and 26.5% IRR, total gross profit over 22-year life of mine of
US$3.1Bn and a 4-year payback period, based on annual production of 39,700t of
AAM.
- LOI signed to secure a site in Norway for the planned AAM plant,
as well as a memorandum of understanding with Morrow Batteries ASA ("Morrow"),
a Norwegian lithium-ion battery cell developer.
- Announcement expected shortly in respect of GreenRoc's application
to the EU for "Strategic Project" status for the Amitsoq mine and AAM plant,
Amitsoq having previously been given formal "Project" status by the
international Mineral Security Partnership ("MSP").
- Greenland Government has confirmed that GreenRoc's application for
an Exploitation Licence for Amitsoq is ready for final approval and public
consultation, with a projected grant date by the end of 2025.
New projects
- Option exercised to earn into the Finnsbo rare earth and gold
project in Sweden, following due diligence sampling which returned grades of
up to 2.36% total rare earth oxides (TREO) and >10 grams per tonne (g/t)
gold, confirming it as a high-grade prospect.
Horse Hill investment
- Alba received £103k from the operator during the year as a
partial repayment of its shareholder loans.
- In June 2024 the Supreme Court withdrew planning permission for
extraction at the Horse Hill site pending additional environmental
permissions, and in October 2024 production was suspended.
Financials
- During the year, Alba raised gross funds of £1,167k for its
activities and operating costs. This included offering shares to existing Alba
shareholders and other retail participants via a new retail offer platform,
which raised more than £200k.
- Group loss of £3,523k after tax, mostly due to one-off Horse Hill
impairment expense. Impairment could be partially reversed in the event of a
renewed planning approval and production recommencing in future.
- Operating losses of £715k before impairments, with underlying
operating losses of Alba and its subsidiaries at a similar level year-on-year.
- Gross assets at year-end were £7,756k, including £4m in relation
to the Clogau Gold Project and ~£3m in relation to Alba's investment in
GreenRoc.
George Frangeskides, Alba Executive Chairman, commented:
"It has been a very busy year at Alba. Starting with one of the most recent
developments, we were delighted to sell each of our limited edition, 1 ounce
gold coins from our test production at Clogau for 8.5 times the spot price of
gold. This underlines the unique commercial proposition that Clogau
represents.
"Despite market conditions for junior mining companies having continued to be
highly challenging, we have achieved a great deal at Alba throughout the
year. As regards Clogau, I am really proud of our team for their dedication
and ingenuity in overcoming whatever fresh challenges this historic mine has
thrown at them, and there have been many! But the good news is that, having
completed during the year the most extensive in-mine infrastructure works seen
at Clogau in many decades, and having successfully and safely undertaken the
first phase of blasting there, we are ready now to take the next major leap
forward in Wales.
"It is pleasing to see Alba's share price up currently some 135% since the low
point in March, though obviously there is still a long way to go. Similarly,
GreenRoc is up about 160% from their own March low point. As I write, that
makes the market value of Alba's holding in GreenRoc about £2.1 million.
Again, although we think there is a long way to go there before GreenRoc's
true value is properly recognised by the market, the recent rally is both
welcome and long overdue.
"GreenRoc's progress vindicates Alba's decision to spin out our Greenland
assets into a new AIM vehicle in late 2021. Since then, GreenRoc has raised
some £8 million as a solely Greenland-focused exploration and development
company and has progressed the Amitsoq project in particular to the point that
it is widely recognised as a world-class asset in the making. This would
simply not have been possible had it remained in a group with a diversified
portfolio such as Alba was prior to 2021. And nor, in turn, would it have been
possible for us to have devoted so much single-minded time and attention to
the Clogau Gold Project. But having founded GreenRoc, and still being by far
its largest shareholder, Alba's directors and technical team have played and
continue to play a significant role in GreenRoc's forward development.
"Lastly, but by no means least, it has been one of our objectives over the
past 12 months to add at least one complementary asset to our portfolio. While
we know that a number of shareholders would like us to focus only on Clogau,
it is our responsibility as an exploration and development company to ensure
that there is a strong pipeline of projects at Alba, not least so as to
provide added upside to the overall investment proposition. Having
investigated very many opportunities, we were very pleased to secure the right
to earn into a high-grade rare earth and gold prospect in Sweden, namely
Finnsbo.
"If the keenness of the present US administration to sign a minerals deal with
Ukraine for access to its rare earth projects, something finally achieved this
week, tells us anything, it is that access to the rare earths which are
essential for so many of the things that we take for granted - from mobiles
phones to cars, from the high-powered magnets in every wind turbine to a host
of applications in the defence industry - is seen by Western nations as an
absolutely critical issue for the coming decades as they face up to the
dominant position that China has built up in the mining and downstream
processing of rare earths. So we are pleased to be involved in that space too
now, and moreover to have found a project relatively close by, because just as
the US needs rare earths, so does the UK and Europe."
"Finally, on behalf of all the Alba team, I would like to thank all of our
shareholders for their continued support."
ANNUAL GENERAL MEETING
Alba also announces that its Annual General Meeting will take place on 27 May
2025 at 10.00 am at its registered office, c/o Arch Law Limited, Huckletree
Bishopsgate, 8 Bishopsgate, London EC2N 4BQ.
The Annual Report for the period ended 30 November 2024 and Notice of Annual
General Meeting are available to download on the Company's
website www.albamineralresources.com
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.albamineralresources.com%2F&data=05%7C01%7Ccatherine%40stbridespartners.co.uk%7Cd94f9a9dbab848ea1a6908db4d52a4be%7C48b7268319d344289c4b73cf144d89ed%7C1%7C0%7C638188790183563841%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=tHwCZ7ni0Y6ofHo5xiMye0CCFbHHT8Xcum6ursjiEAo%3D&reserved=0)
. Shareholders will receive individual notification and/or copies of relevant
documents according to their communication preferences held on file by the
Company's Registrar.
FINAL RESULTS
The Board of Alba Mineral Resources plc is pleased to report the results for
the financial year ended 30 November 2024.
References to the "Company" or "Alba" are to Alba Mineral Resources plc and
references to the "Group" are to Alba collectively with its Subsidiary
Companies (as listed in Note 13).
CHAIRMAN'S STATEMENT
Alba's corporate strategy is to unlock latent value from previously drilled or
mined projects and to this end we are advancing multiple projects across the
Dolgellau Gold Belt in Wales, with a particular focus on the Clogau-St David's
Gold Mine ("Clogau" or the "Clogau Project"). Additionally, we hold
significant stakes in two investee companies, including GreenRoc Strategic
Materials Plc ("GreenRoc"), an AIM-quoted vehicle which is dedicated to the
exploration and development of critical mineral projects in Greenland.
1. REVIEW OF ACTIVITIES
1.1 WELSH GOLD PROJECTS
(Clogau-St David's, Gwynfynydd and Dolgellau Gold Exploration Project) (100%)
In December 2023, revised discharge and abstraction permits were granted to
Alba, allowing the Company to dewater the Lower Llechfraith workings at the
Clogau-St David's Gold Mine ("Clogau" or the "Mine") at a rate of up to 250
cubic metres per day, a significant increase to the previous maximum of up to
100 cubic metres per day. Consequently, the Company was able to complete the
dewatering of the Lower Llechfraith workings down to No.4 Level in January
2024.
Simultaneously with the dewatering exercise, the Company's specialist
geotechnical contractors completed the installation of new platforms and
ladderways to allow access to No.4 Level.
In February 2024, Alba announced that it had taken more than 40 samples from
No.4 Level at the Llechfraith Target. These samples were processed at the
Company's onsite pilot processing plant and the resulting concentrates were
then assayed for their gold content at an independent laboratory. As announced
during March 2024, composites of the concentrates returned exceptional gold
grades:
- Composite 1: 3.1 grams of gold were recovered from 49.2 kg of sample
(dry weight), equating to a back-calculated head grade of 89.15 g/t or 2.87
troy ounces per tonne (oz/t).
- Composite 2: 3.2 grams of gold were recovered from 34.4 kg of sample
(dry weight), equating to a back-calculated head grade of 111.63 g/t or 3.59
oz/t.
- Composite 3: 4.0 grams of gold were recovered from 36.9 kg of sample
(dry weight), equating to a back-calculated head grade of 133.73 g/t or 4.30
oz/t.
Also in February 2024:
- notification was made under Permitted Development Rights in respect of
the Company's intention to proceed with the planned bulk sampling of the
Llechfraith Target, in accordance with the previously completed Habitat
Regulations Assessment ("HRA") and existing European Protected Species Licence
("EPSL") permissions;
- the airborne geophysical survey undertaken over Alba's key regional gold
targets across the Dolgellau Gold Belt ("DGB") was completed; and
- following a review of the plan for future exploitation of the historic
waste tip at Clogau ("Waste Tip"), the Company announced that it had submitted
a notification under Permitted Development Rights to carry out a trenching
programme prior to submitting a planning application for the Waste Tip.
In April 2024, the Company announced that three new gold targets had been
identified from the review and interpretation of the first part of the
magnetic data generated during Alba's airborne geophysical survey over the
DGB. Two of the targets are located within the envelope of the Clogau Mine and
represent the potential definition of new drill targets within the Mine. The
third target has been identified on a fault that extends 4 km northeasterly
within the DGB and thus falls within the Company's 100% owned Dolgellau Gold
Exploration Project.
In May 2024, Alba announced that it had excavated nearly 33 tonnes of <20mm
material (or "fines") from the Waste Tip. Four concentrates were produced
from composite samples of <20mm material taken from each trench, three of
which concentrates returned back-calculated head grades of 6.0 g/t, 17.22 g/t
and 5.33 g/t respectively.
In July 2024 it was announced that all fines from Trenches 1 and 3 at the
Waste Tip had been processed for their gold content. 16.4 grams of gold were
produced from Trench 1 and 14.2 grams from Trench 3, equating to
back-calculated head grade for the -20mm fines material of 3.83 g/t from
Trench 1 and 2.68 g/t from Trench 3 (overall average 3.19 g/t).
Ongoing underground works in July 2024 revealed significant completed historic
development between No. 4 and No.5 Levels, around 20m in length, which
provides further opportunities for sampling and access to the payshoot.
Further, the dewatering of No.5 Level unearthed substantial amounts of ore and
tailings from previous mining which needed to be removed to surface and
assayed for its gold content.
In the summer of 2024, work focused on preparing the Llechfraith Target for
blasting, involving:
- 100m of cabling being installed and a new pump lowered to No.4 Level to
enable completion of the dewatering of No.5 Level;
- Alba's underground works contractors completing a further round of
safety and access works on No.4 Level and, post dewatering, on No.5 Level, to
install ladderways to enable the team to access No.5 Level for blasting;
- ventilation, in the form of fans and vent ducting, being installed on
Levels 4 and 5 for the removal of blasting fumes;
- compressed air being extended to No.4 Level by the installation of about
40m of pipes linking to the existing air pipes located on No. 2 Level, and
water pipes being extended down to No.4 Level; and
- a 5-tonne capacity winch being installed at the top of the Llechfraith
Shaft with another one on No.4 Level, together with shaft doors and signalling
devices.
On 28 August 2024, the first blast at the Llechfraith Target was successfully
completed.
In late October 2024, the Company provided an operational update, confirming
that:
- Underground operations were ongoing at the Llechfraith Target, Alba's
priority target at Clogau, with blasting having taken place at Levels 4.5 and
5.
- The volume of ore found in situ at Levels 4 and 5 from historic mining
operations had greatly exceeded what was anticipated, leading to a significant
ore extraction exercise being completed prior to blasting. Although this added
to the Company's development timeline, it was considered overall positive as
this additional ore will be processed for its gold content.
- Site visits had been completed by HM Inspectorate of Mines, part of
the Health and Safety Executive ("HSE"), and Natural Resources Wales ("NRW"),
with some further remedial works requested by HSE having since been completed.
- These developments had pushed out the Company's timelines for the
completion of bulk sampling at the Llechfraith Target.
- Blasts undertaken to date had been successful and confirmed that the
rocks at Clogau are amenable to blasting by low-impact deflagrating
explosives.
- Extension of European Protected Species Licence ("EPSL") applied for
and granted, valid for continuous underground operations until 30 September
2025.
In December 2024, following the end of the reporting period, the Company
provided the following operational update:
- Continuous drilling and blasting operations were ongoing at Clogau, with
565 man-days having been completed in total since pre-blasting operations
began in early August.
- Estimated 120 tonnes of ore to date removed to surface for processing,
combination of historic and newly blasted material.
- Large amounts of visible sulphide mineralisation encountered in blasted
rocks. The high level of sulphide mineralisation within the projected
payshoot was considered a good indicator of associated gold mineralisation.
- Visible gold was also identified within blasted ore.
- Blasting progress was slower than anticipated due to large volume of
historic ore to be removed plus insufficient air pressure to rock drills
(since rectified by order of larger compressor).
- Processing of test batches of blasted ore was due to commence shortly.
Investigations were continuing relating to appropriate plant upgrades to
enable faster processing of ore than the current pilot plant could achieve.
- The Company's underground pump system had coped with the huge increase
in rain caused by Storm Darragh. The main access road had been partly washed
away but was repaired quickly to allow operations to continue without
interruption.
In March 2025, a further operational update was provided, as follows:
- In the first phase of the blasting programme at Clogau, a total of 123
tonnes of ore had been removed to surface, a combination of newly blasted ore
and historic material left behind or deposited during previous mining periods.
- Since the completion of the first phase of blasting, the focus had been
on processing and refining. From the processing of 11.6 tonnes of newly
blasted ore, 108.6 kg of concentrates had been sent to the Company's usual
third party refiner and all these concentrates have now been refined,
recovering 11.58 grams of gold. In that regard, it should be noted that the
Level 5 blasting programme has not yet reached the proposed first incline
raise. Therefore, the blasted material to date does not represent the
projected high-grade zone. The incline raises are designed to intersect the
projected payshoot, thereby maximising the prospects of recovering economic
grades and quantities of gold.
- The Company had been making improvements to the Company's pilot
processing plant to improve the efficiency and recovery of processing. The
improvements included:
o Repositioning of the wave table in front of the shaking table, involving
the installation of a new concrete plinth for the wave table.
o Installation of a trommel to screen out oversize and enable a fine-grained
delivery to the tables.
o Modifications to the hammer mill screens in order to limit oversize
material.
- Given the slower than anticipated progress of the first blasting
programme, following a further review by the Company's technical team it had
been decided to reposition the first raise so as to be able to commence it
much sooner in the planned blasting programme than previously planned,
resulting in an earlier transect across the projected payshoot.
- Alba's planned ongoing work programme included:
o Completing the processing of the current surface stockpiles comprising the
balance of the Waste Tip trenching material and No.5 Level blasted and
historical material, totalling around 145 tonnes;
o Given the success of the Waste Pit sampling programme to date, where bulk
grades of up to 3 g/t gold were defined, completing the Waste Pit trenching
programme; and
o Resuming the underground development programme on No.5 Level to complete
the planned 1-2 incline raises.
- Announcing the appointment of Dr. Peter Bolt as Chief Mining Engineer
for the Clogau Gold Mine. A highly experienced mining engineer, Dr Bolt had
previously consulted to the Company in relation to the Clogau Gold Project.
In early April 2025, Alba announced the successful auction of the first of its
exclusive 1oz gold coins, produced from gold from the Clogau Mine, which
fetched an impressive £20,000. The price fetched by the sale represented a
premium of almost 8.5 times the then spot price of gold (around £2,370 per
ounce).
On 29 April 2025, Alba announced that the second and third coins had been sold
together privately for £21,000 each, representing a similar level of premium
as that achieved by the auction of the first coin.
We also announced in April 2025 the results from the further evaluation of the
fines (-20mm material) from the Waste Tip. Fines derived from Trenches 2 and
4 were processed through the Company's recently modified gravity recovery
plant. The resampling was as much a test of the reconfigured plant layout as
verification of the original trench sampling. The refining of the concentrates
resulted in an average concentrate grade of 450.6 g/t across both trenches,
equating to an average head grade of 9.2 g/t. These results are considered to
be very positive for the economics of future Waste Tip processing, with the
recent pilot processing plant modifications appearing to have significantly
improved gold recoveries when compared to the previous exercise undertaken in
May 2024.
The Company derives its rights to explore the Clogau Mine pursuant to an
option agreement with The Crown Estate. The previous option having expired, a
new, multi-year option agreement has recently been signed between the Company
and The Crown Estate, effective from 10 February 2025, covering a total area
of 100.55 km² encompassing the Clogau-St David's Gold Mine and surrounding
areas.
1.2 GREENROC STRATEGIC MATERIALS PLC
Significant progress has been made at GreenRoc during the reporting period:
- In April 2024, GreenRoc's application for an
enlargement of the licence MEL 2022-03 was approved by the Government of
Greenland. GreenRoc now holds all of the prospective ground in South Greenland
with known graphite mineralisation - several of which hold exceptionally high
grades similar to those of Amitsoq.
- GreenRoc was invited to present at the Mineral
Security Partnership ("MSP") meeting on graphite held in Toronto in March
2024, as one out of only three established global graphite companies and the
only graphite company in the northern hemisphere. The MSP is a collaboration
of 13 countries plus the EU and is designed to catalyse public and private
investment in responsible critical minerals supply chains globally.
- In April 2024 a Letter of Interest was issued by
US EXIM Bank inviting GreenRoc to apply for financing of up to US$3.5M towards
the company's work programme.
- Amitsoq uncoated purified spherical graphite was
analysed for its electrochemical performance in a test battery cell at a
specialised battery research facility in Europe. The Amitsoq graphite anode
performed well against all studied parameters, was very stable and had no
signs of damage or loss of capacity after several cycles of both short and
intensive charging.
- In January 2024, GreenRoc representatives visited
key Chinese manufacturers of graphite anode material processing equipment as
part of the Pre-Feasibility Study ("PFS") in respect of the Company's planned
graphite active anode material ("AAM") plant project ("AAM Plant").
- The AAM Plant PFS has been supported by a
£250,000 grant from the UK's Automotive Transformation Fund. Results of the
AAM Plant PFS were published in May and July 2024 and showed:
o Pre-Tax Net Present Value at 8% discount rate (NPV8) of US$942M with
Internal Rate of Return (IRR) of 35.4%.
o After-tax NPV8 of US$621M with IRR of 26.5%.
o Total gross revenue of US$6.5Bn over the 22-year period, with total gross
profit totalling US$3.1Bn.
o Years of operation set at 22 to match that planned for the Amitsoq
Graphite Mine.
o 4-year payback period on capital from start of production.
o Initial capital cost (Capex) of US$340M inclusive of a 25% contingency.
o Average operating cost (Opex) of US$1,872 per tonne of CSPG.
o Average annual processing of 80,000t of graphite concentrate at 95%
graphitic carbon (C(g)) with production of 39,700t of active anode material in
the form of coated spherical purified graphite (CSPG).
- In June 2024, Alba subscribed for 3,888,890 shares
in GreenRoc at 1.8 pence per share for a total subscription of £70,000.
Alba's directors also separately subscribed for shares in GreenRoc at the same
price.
- In August 2024, GreenRoc announced that it had
signed a Letter of Interest ("LOI") to secure an area in southern Norway for
its planned AAM Plant. It also confirmed that it had applied for "Strategic
Project" status under the EU's Critical Raw Materials Act ("CRMA") and had
submitted the Project Description for the Amitsoq Graphite Mine to the
Government of Greenland as part of the path to achieving an Exploitation
Licence.
At the end of September 2024, GreenRoc announced that it had submitted its
application for an Exploitation Licence for the Amitsoq Graphite Project. It
also noted that Amitsoq was given formal "Project" status by the international
Mineral Security Partnership ("MSP"), a collaboration of 14 countries,
including the United States and the United Kingdom, plus the European Union,
designed to catalyse public and private investment in responsible critical
minerals supply chains globally.
In November 2024, the Government of Greenland confirmed that GreenRoc's
application for an Exploitation Licence had fulfilled the submission
requirements under the relevant laws.
In December 2024, GreenRoc announced that it had signed a memorandum of
understanding with Morrow Batteries ASA ("Morrow"), a Norwegian company
dedicated to developing and manufacturing sustainable and high-performance
lithium-ion battery cells.
In January 2025, GreenRoc announced that it has received a Letter of Interest
from the Export and Investment Fund of Denmark ("EIFO") for the provision of
funding to GreenRoc's Amitsoq Graphite Project.
In February 2025, GreenRoc announced that it had completed a placing and
subscription ("Fundraise") to raise a total of £735,000 (before costs) at a
placing price of 1.3p per ordinary share. The Fundraise included a
significant placing of £500,000 from institutional investors, £165,000 from
existing shareholders, £50,000 from Alba and £17,500 from directors of
GreenRoc. For every two New Ordinary Shares issued, investors in the
Fundraise received one warrant with an exercise price of 2p per ordinary
share, expiring two years after the date of the New Ordinary Shares' admission
to trading on AIM.
Also in February 2025, GreenRoc announced that it had submitted two
applications to the EU with regard to designation of Strategic Project status
under the EU's Critical Raw Materials Act ("CRMA"): One application was for
the extraction of graphite from the Amitsoq graphite deposit in Greenland and
the other was for the processing of graphite concentrate into active anode
material at a planned processing plant in South Norway. Further, GreenRoc
confirmed that in respect of its application for an Exploitation Licence for
Amitsoq, the external review of the resource estimate that was required by the
Government of Greenland had been completed. Consequently, the application was
now ready for final approval by the Greenland Government before proceeding
into the statutory 35 days of public consultation. It was anticipated that the
public consultation would start in H2, 2025 with a projected grant date by the
end of 2025.
1.3 OTHER PROJECTS AND INVESTMENTS
Sweden
In November 2024, site visits were conducted by Alba at Finnsbo and Norrby
Projects in Sweden. The sampling of the highly interesting Finnsbo outcrop
returned anomalous results for both gold and rare earth elements (REE),
including grades of >10 grams per tonne (g/t) gold and 2.36% total rare
earth oxides (TREO), in line with high-grade results previously reported by
the project owners and corroborating presence of visible gold identified
during the site visit.
In January 2025, the Company announced that it had exercised the option over
the Finnsbo Rare Earth Project in Sweden and completed the transaction,
involving a Completion payment to the project owners of £7,500 in cash and
£7.500 in Alba shares (for a total of 30,512,612 shares). Alba now had the
right to earn into the Finnsbo Project in stages, as per our announcement of 6
November 2024, with the first stage comprising the right to spend £100,000 on
qualifying expenditure over a 12-month period in order to earn a 25% interest
in the Project, with the further right thereafter to earn or acquire in
further stages up to a 100% interest in the Project.
Tanzania
In November 2024, the Company announced that it has acquired an option to earn
into a portfolio of gold licences in Tanzania, East Africa. Following due
diligence, the Company decided not to proceed to exercise the option in
respect of any of the licences.
Horse Hill Oil Project, England
Early in the year Horse Hill Developments Limited, in which Alba holds an
18.1% shareholding interest, made a partial repayment of shareholder loans,
with Alba receiving £103,000.
However, in June 2024 the Supreme Court withdrew planning permission for
extraction at the Horse Hill site pending additional environmental
permissions. In October 2024, production was suspended.
As a result of this, the Company has impaired the value of its investment in
the project from £2,497,000 to £150,000. Although there is no doubt that
there is significant oil-in-place and value to be extracted, given the current
uncertainties and in the absence of further news management has determined
that impairment is the prudent course of action. In the event of approval of a
revised planning application and production recommencing, some of this
impairment could be reversed in future years.
2. CORPORATE
2.1 Funding
During the year under review, Alba successfully raised gross funds of
£980,000 for its activities and operating costs over placings in March, July
and November.
This year, we were pleased to be able to widen our placings to existing Alba
shareholders and other retail participants via a new retail offer platform
managed by our corporate brokers, CMC. Through this platform, we raised more
than £200,000. It is considered important for shareholders to have an
opportunity to participate in capital raisings, where feasible, and so we
intend to continue to offer that opportunity going forward.
Since the year end, we raised a further £75,000 by private placement as well
as selling our first limited edition 1 ounce gold coin from the Clogau Project
for £20,000 and the second and third coins for a combined total of £42,000.
2.2 Investments
In May 2024, Alba subscribed for £70,000 of GreenRoc shares in a share
placing conducted by the latter. At the year end, Alba held a 34.34%
shareholding in GreenRoc.
Since the year end, Alba has subscribed for another £50,000 of GreenRoc
shares in a further share placing. Alba currently has a 28.01% shareholding in
GreenRoc.
2.3 Other
In December 2023, Alba announced new grants of share options and warrants to
management and directors at the same time as cancelling a number of share
options and warrants with similar terms and exercise prices. This exercise was
undertaken to reflect changes in role, align incentives and ensure the granted
share options qualify for tax-approved status where possible.
For a detailed financial review, see the Strategic Report which follows this
statement.
3. OUTLOOK
As I hope will be evident from the above review of activities, Alba's team has
rolled out a huge work programme in the reporting period, above all at
Clogau. This is despite market conditions for pre-revenue junior mining
companies having been highly challenging throughout the year, and indeed
continuing so since the year end. Notwithstanding that, by carefully
managing budgets and costs, a great deal has been achieved.
Of course, we would have liked to have been further advanced by now in the
blasting and bulk sampling programme at our key target down on Level 5 of the
Mine. However, our efforts were impeded by the sheer volume of historic ore we
initially encountered on Level 5 once it had been fully dewatered, all of
which had to be painstakingly cleared out and removed to surface over the
course of several weeks. Also, HM Inspectorate of Mines, part of the Health
and Safety Executive ("HSE"), requested further significant remedial works be
completed prior to blasting, which pushed out further our original timetable
for blasting. These factors also had a significant impact on budgets which had
to be revised accordingly.
Nonetheless, the blasting that was completed was largely successful. The focus
at the mine since the first phase of blasting was completed has been on
processing the remaining ore stockpile at the mine, which is ongoing. Results
of further processing and refining of Waste Tip fines through the Company's
modified gravity recovery plant were announced in April 2025, with average
head grades being returned of 9.2 g/t.
Recent focus has also been on the marketing of the three limited edition, 1oz
gold coins that the Company has had minted from our test production of gold at
the mine and from the historical waste tip. As mentioned above, the auction
sale of the first coin achieved £20,000, an almost 8.5 times premium on the
then spot price of gold, which I think is a clear testament to the enduring
value and unique commercial proposition of gold which is mined from the Clogau
Mine. The second and third coins were sold for £21,000 each, representing
the same premium as the first coin aligned with the rise in the gold price to
new record highs. These exceptional sale prices reinforce our belief in the
commercial potential of the Clogau Mine and will enable us to update our
financial model to determine break-even grades at the mine depending on a
range of different production rates and end products.
I would like to thank shareholders for their ongoing support as we continue to
do the work necessary to proving up the potential of this unique mining
project.
George Frangeskides
Executive Chairman
2 May 2025
STRATEGIC REPORT
The Directors present the strategic report for Alba Mineral Resources plc for
the year ended 30 November 2024.
References to the "Company" or "Alba" are to Alba Mineral Resources plc and
references to the "Group" are to Alba collectively with its Subsidiary
Companies (as listed in Note 13).
PRINCIPAL ACTIVITIES
The Group's principal activity is exploration for and development of natural
resources.
BUSINESS REVIEW
The Company operates principally as a holding company and specifically
provides support to the Subsidiary Companies, which own and operate mining
projects in Wales (gold), as well as having earn-in rights over the Finnsbo
gold and rare earths project in Sweden and investments in Greenland (graphite
and ilmenite) and in the onshore UK oil and gas sector.
The Directors believe that the Group's asset and investment portfolio provides
access to a range of assets with potential to add significant value for the
Company's shareholders in the long-term. Our strategy, where possible, is to
target assets that have a history of production or advanced exploration and
are in stable jurisdictions, and which thereby offer real potential to be
brought into commercial production. At the same time, we will also continue
to pursue earlier stage opportunities which fit within our overall portfolio
or strategic outlook, whether from a geographic or a commodity perspective.
The Finnsbo Project in Sweden is one such opportunity, as it presents us with
exposure to another of the critical raw materials which is essential to the
energy transition and therefore sits alongside our long-standing investment in
the Amitsoq Graphite Project.
A review of activities across the portfolio is given in the Chairman's
Statement.
The key challenge for the Company is identifying the most effective, including
the most cost-effective, methods for progressing mineral exploration
activities at our projects, with the aim being to materially advance the level
of knowledge and confidence in the potential of our projects and thereby
justify the committing of further resources to progress those projects rapidly
through exploration and into the development phase.
PRINCIPAL RISKS AND UNCERTAINTIES
Principal risks and uncertainties facing the Group are:
(i) Funding risk - the risk that the Group will not be able to
raise sufficient funds to continue as a going concern or to progress
exploration and development activities.
The Group largely funds its activities and corporate overheads by raising
capital on the AIM market. There is no certainty that capital will be
available when needed. The Company prepares ongoing cash flow forecasts and
closely monitors spend. As reported in Note 1b) to these Accounts, there is a
material uncertainty that the Group can obtain sufficient funding to continue
as a going concern as it does not have cash to cover 12 months of planned
spend. Given its strong track record in raising funds as needed, the Directors
have prepared these accounts on the going concern basis but must highlight
this to users of the Report and Accounts.
(ii) Exploration risk - the risk that exploration programmes are
not successful in advancement to the development stage or realise their full
value.
Every project has exploration risk attached, being the risk that the project
is not successful in finding, developing and/or extracting sufficient
quantities of minerals to be commercially viable.
Specific risks are identified, evaluated and addressed on a project-by-project
basis and can include finding insufficient reserves of minerals, complexity of
extraction and meeting commitments or obligations under a licence. The Company
addresses these risks in all phases of project planning, for example with
legal and geological due diligence prior to acquisition and by employing
permanent geological staff as well as engaging external consultants in
relevant areas at different phases in a project's development.
(iii) Legal & regulatory risk - the risk that the group will
not be able to obtain the permits and consents required to progress
exploration and development activities.
The Company addresses this risk by employing experts to advise on and assist
with any necessary permitting and consents. It engages fully with regulatory
bodies and aims to work with them to achieve a positive outcome as
demonstrated in recent years at Clogau gold project.
(iv) Climate-related risks - the risk that changes to the climate
impact directly on specific projects or that climate-risk related legislation
affects a project directly or indirectly.
Changes to weather patterns can directly impact projects and the Company will
factor such climate-related risks into future planning for projects in Wales
and elsewhere.
The Company strives to reduce its environmental and carbon footprint and its
activities in Wales are powered by locally generated hydroelectric energy
wherever possible to minimise emissions.
(v) Global events - such as geopolitical uncertainty and public
health incidents.
Both funding risk and exploration risk can be materially increased by the
impact of international geopolitical, financial and public health
developments, whether due to the resulting logistical challenges, because of
the unavailability of exploration personnel, equipment or materials or because
of any negative effect on capital markets and the availability of funding. The
Company mitigates such risks by focusing its activities in stable
jurisdictions and working with local suppliers and operators. In a public
health emergency, the Company closely follows all recommendations and
guidelines from the relevant authorities.
KEY PERFORMANCE INDICATORS (KPIs)
At this stage in the Company's development, the Directors regularly monitor
key performance indicators associated with funding risk, being primarily
projected cash flows associated with general administrative expenses and
projected cash flows on a project-by-project basis. This year the Company has
been able to raise the funds as needed to finance its activities.
Performance of projects is assessed using measures specific to that project.
As an exploration group with no production or proven reserves, evaluation is
based on exploration results and technical reports and assessments. In the
review of activities, we have identified for each project the exploration
results or assessments that demonstrate the progress that is being made on
that project. These assessments also inform our plans for future work and
assist in determining how much of our funding we allocate to each project.
During the period under review, the Company successfully secured the necessary
permissions and undertook development to access key underground mine targets
within the Clogau-St David's Gold Mine, meeting a milestone set for the
financial year ending 30 November 2023.
For the year under review, the Board had identified the following milestones
to be material indicators of value having been added to the Company:
· Producing gold from bulk sampling of the Clogau Waste Tip or from
underground at the Llechfraith Target -gold from sampling activities thus far
has been consolidated to produce the three limited edition coins for sale;
· Submitting a planning application for the exploitation of the Clogau
Waste Tip and/or for the development of the Llechfraith Target to allow for
larger-scale commercial production to commence there - during the year the
group successfully extended its permitted development rights to March 2025 in
order to complete further bulk sampling to support future applications; and
· Identifying and securing an interest in a mining project which is
complementary to the Company's existing portfolio - identifying and acquiring
earn-in rights on a highly prospective rare earths and gold opportunity in
Sweden.
For the coming year, the Board is aiming to achieve the following:
· Complete further underground bulk sampling at the Clogau project to
produce more gold and to prove up an economic model for the reopening of that
section of the mine for commercial production
· Design, market and sell gold products from gold extracted and refined
from that further bulk sampling programme
· Complete a first phase exploration programme on primary targets at
the Finnsbo rare earth and gold project in Sweden.
FINANCIAL REVIEW
The Group made a loss of £3,523,000 after tax (2023: loss of £196,000),
including a non-cash loss of £223,000 attributable to dilution of its holding
in GreenRoc Strategic Materials plc, a share of loss of that company of
£238,000 and a one-off impairment expense of £2,347,000 relating to its oil
& gas investment.
Operating losses were £715,000 before impairments, compared with £683,000 in
the comparative period, with a significant charge to the income statement of
£177,000 for warrants and options granted to directors and key management
personnel after equivalent warrants and options were cancelled (the benefit of
the cancellation being in reserves rather than the income statement). The
underlying operating losses of Alba and its remaining subsidiaries are at a
similar level year-on-year.
A significant impairment expense of £2,347,000 was booked against the
valuation of the Company's investment in Horse Hill Developments Limited.
Despite the quantity of oil in the ground under licence, there is uncertainty
as to future production, given the suspension of production on site following
the adverse Court decision referred to in the Chairman's Statement. The Board
felt it prudent to impair the asset but looks forward to production
re-starting at a future date, subject to a revised planning application being
submitted and approved.
During the year, Alba raised funding of £1,167,000 via placings and retail
offers (2023:£764,000). £651,000 was spent on exploration activities
across the Group (2023: £508,000) and net cash used in operating activities
was £442,000 (2023: £647,000). Note that prior year comparatives include
consolidation of GreenRoc Strategic Materials plc for 3 months. Cash at the
period end was £126,000. Since then cash has been boosted by a private
placing for £75,000 and the sale of the three 1oz Clogau-St David's coins for
a combined total of £62,000.
Section 172(1) Statement
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
Addressing individually the requirements of s172, Directors are to:
- Consider the likely consequences of any decision in the long term,
Alba's stated activities are exploration and development. The nature of such
activities requires a long-term perspective as it may take several years' work
on a project to bring it to the point of crystallising value. In the
evaluation of projects, both those in the portfolio and those identified as
prospects for the Company, the Company always considers the long-term
potential of the project.
- Act fairly between the members of the Company,
The Company does not differentiate between members in terms of access to
information - all information is shared via the regulatory news service as
required by AIM and via its Investorhub (the investor relations section of its
website) which has Q&A functionality for registered users.
In respect of acting fairly between members, the Directors note that equity
financings are typically managed by the Company's appointed corporate brokers
who are responsible for book-building on each private placement undertaken for
the Company. In 2024, the Company has for the first time been able to offer
shareholders the opportunity to participate in financing rounds via Retail
Offers supported on a few of the largest trading and investing platforms.
- Maintain a reputation for high standards of business conduct,
The Directors are committed to high standards of business conduct and promotes
these via policies and procedures such as the Company's anti-bribery and
whistle-blowing policy, and a share dealing policy for dealings in shares by
Directors and senior employees and requiring adherence to the same by key
suppliers.
- Consider the interests of the Company's employees,
As a small Company, Alba does not have a large workforce other than the Board
and management personnel and a geological team under the leadership of its
COO. All employees have direct access to senior management. The Company
demonstrates consideration of the interests of the team by enforcing safe
working practices on sites, giving employees a range of opportunities for
career development and offering competitive remuneration and flexibility in
working arrangements.
- Foster the Company's relationships with suppliers, customers and
others, and
- Consider the impact of the Company's operations on the community
and the environment.
The Company endeavours to use suppliers and services local to the projects
where possible. It maintains a manned office in Wales near the licence areas
and engages with the local community via open days, school visits, dual
language communications and visits to local landowners. The Company has also
sponsored signage at a local football club in North Wales, donates to a local
charity offering riding for the disabled and supports community events. The
local MP and local Member of the Senedd have visited the Clogau project.
The Company also works with other stakeholders such as regulatory and
environmental bodies and The Crown Estate. Mining in the United Kingdom is
highly regulated. The Company liaises closely with local and national
regulatory and environmental bodies and professional advisers to ensure that
the Group's activities are properly permitted and approved. The operations in
Wales are undertaken in accordance with all applicable planning, environmental
and ecological regulations, and the Company works closely with the North Wales
Minerals and Waste Planning Service ("NWMWPS"), Snowdonia National Park
Authority ("SNPA") and Natural Resources Wales ("NRW") on those matters.
Approved by the Board of Directors and signed on behalf of the Board
George Frangeskides
Executive Chairman, 2 May 2025
DIRECTORS' REPORT
The Directors present their report and the audited financial statements of
Alba Mineral Resources plc for the year ended 30 November 2024. Alba Mineral
Resources plc is a public limited company incorporated and domiciled in
England & Wales, whose shares are publicly traded on the AIM market of the
London Stock Exchange plc. The registered office address is c/o Arch Law
Limited, Huckletree Bishopsgate, 8 Bishopsgate, London EC2N 4BQ.
References to the "Company" or "Alba" are to Alba Mineral Resources plc and
references to the "Group" are to Alba collectively with its Subsidiary
Companies (as listed in Note 13).
RESULTS AND DIVIDENDS
The loss of the Group for the year, after taxation, attributable to equity
holders of the parent amounted to £3,523,000 (2023: £116,000 profit). The
Directors do not recommend the payment of a dividend (2023: £nil).
DIRECTORS
George Frangeskides, Michael Nott and Elizabeth Henson served as Directors
throughout the year.
DIRECTORS' INTERESTS
The beneficial interests of the Directors who held office at 30 November 2024
in the share capital of the Company, and those of their connected parties,
were as follows:
No. of Ordinary shares 2024 No. of Ordinary shares 2023
G Frangeskides 163,353,294 48,115,199
M Nott 60,958,658 52,387,230
E Henson 10,000,000 -
SUBSTANTIAL SHAREHOLDERS
The Company has identified the following interests of 3% or more in its issued
share capital at 29 April 2025:
No. of Ordinary shares Percentage holding
HARGREAVES LANSDOWN (NOMINEES) LIMITED 1,542,338,199 13.36%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED 888,170,337 7.70%
HSDL NOMINEES LIMITED 859,229,850 7.44%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED 766,478,809 6.64%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 757,148,156 6.56%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED 701,400,898 6.08%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 695,799,078 6.03%
HSDL NOMINEES LIMITED 681,217,443 5.90%
VIDACOS NOMINEES LIMITED 518,139,124 4.49%
DISCLOSURE OF INFORMATION TO THE AUDITOR
In the case of each person who was a Director at the time this report was
approved:
· so far as that Director was aware, there was no relevant
audit information of which the Company's auditor was unaware; and
· that Director had taken all steps that the Director ought to
have taken as a director to make himself or herself aware of any relevant
audit information and to establish that the Company's auditor was aware of
that information.
This information is given and should be interpreted in accordance with the
provisions of section 418 of Companies Act 2006.
AUDITORS
The auditors, PKF Littlejohn LLP, have indicted their willingness to continue
in office, and a resolution that they be re-appointed will be proposed at the
annual general meeting.
FINANCIAL INSTRUMENTS AND RISKS
The disclosure relating to financial instruments and risks have been included
in the Notes to the financial statements (Note 22).
CORPORATE GOVERNANCE
The Board follows the Quoted Companies Alliance Corporate Governance Code. For
further details, see below.
EVENTS AFTER THE REPORTING PERIOD
See Note 25 and the Chairman's Statement.
FUTURE DEVELOPMENTS
See Chairman's Statement, "Outlook".
Approved by the Board of Directors and signed on behalf of the Board
George Frangeskides
Director, 2 May 2025
STATEMENT OF DIRECTORS' RESPONSIBILTIES
The Directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law the Directors have elected to prepare the
Group and parent company financial statements in accordance with UK-adopted
international accounting standards. Under Company law the Directors must not
approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period.
In preparing those financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted international accounting
standards have been followed subject to any material departures disclosed and
explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company/Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and
Company and enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets
of the Company and of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
CHAIRMAN'S STATEMENT OF COMPLIANCE WITH THE QCA CORPORATE GOVERNANCE CODE
The Board of Alba Mineral Resources plc ("Alba" or the "Company" and, together
with its subsidiaries, the "Group") is responsible for the direction and
oversight of all of the Company's activities. The Board seeks, through
effective and efficient decision-making, to ensure that the Company is managed
for the long-term benefit of all shareholders. Ensuring good standards of
corporate governance is an important part of the Board's role, with the twin
objectives being to reduce risk and at the same time to add value to our
business. The Chairman of the Board is responsible for ensuring the Board
functions effectively, particularly with regards to Corporate Governance
matters.
The Board adopted the Quoted Companies Alliance corporate Governance Code (the
"Code") in line with the changes to the AIM Rules for Companies ("AIM Rules")
requiring all AIM-quoted companies to adopt and comply with a recognised
corporate governance code. The Code is available at www.theqca.com
(http://www.theqca.com/) . The Code sets out 10 principles that should be
applied. How Alba complies with those principles currently is set out
below. As required by the Code, we will provide annual updates on our
compliance with the Code. The QCA Code 2023 becomes applicable for financial
periods, commencing on or after 1 April 2024. Consequently, the Company shall
implement the necessary changes for the updated guidance in the 2023 Code in
the next Financial Statements to 30 November 2025.
At this stage in the Company's development, the Board does not fully comply
with the principle of the Code which concerns the composition of the Board
(see Principle 5). As projects and investments are advanced and as resources
allow, the Board will actively seek to move towards full compliance with the
Code.
Principle 1: Establish a strategy and business model which promote long-term
value for shareholders
Alba owns and operates mining projects in Wales (gold) as well as having
investments in GreenRoc Strategic Materials Plc, a Greenland-focused
exploration company listed on AIM (LON: GROC), and in the onshore UK oil and
gas sector.
The Board believes that the Group's strong asset and investment portfolio
provides access to a range of assets with potential to add significant value
for the Company's shareholders in the long-term. Our strategy, where possible,
is to target assets that have a history of production or advanced exploration
in stable jurisdictions, and which thereby offer real potential to be brought
into commercial production. At the same time, the Group will also continue to
pursue earlier stage opportunities which fit within its overall portfolio or
strategic outlook, whether from a geographic or a commodity perspective.
The key challenge for the Company is identifying the most effective, including
the most cost-effective, methods for progressing mineral exploration
activities at our projects. Our aim is to materially advance the level of
knowledge and confidence in the potential of our projects in order to support
committing further resources to progress those projects rapidly through
exploration and into the development phase. The expertise of the current
Board and management team, and the breadth of their contacts within the
natural resources sector, will assist the Company in meeting this challenge.
Principle 2: Seek to understand and meet shareholders' needs and expectations
The Board appreciates that it is accountable to shareholders for the
performance and activities of the Company and, to this end, is committed to
providing effective communication with Alba shareholders. We publish all
regulatory news promptly through the London Stock Exchange's Regulatory News
Service ("RNS") and have introduced an interactive Investorhub integrated into
our website, to facilitate dialogue with shareholders.
In addition to the interactive website, shareholders can also contact the
Company via info@albamineralresources.com
(mailto:info@albamineralresources.com) . The Board welcomes feedback from
shareholders as this helps Alba to better communicate our activities and,
where possible, to deal with any misconceptions in the investment market. We
are constrained, however, when responding to shareholder enquiries, by the
requirements of the AIM Rules, and in particular the need to avoid making
selective disclosure of material information.
The Board maintains regular contact with the Company's advisers, notably our
Nominated Adviser (or "Nomad"), SPARK Advisory Partners, and our retained
broker, CMC Markets, which also assists the Company in understanding the views
of shareholders and the wider investment market.
Principle 3: Take into account wider stakeholder and social responsibilities
and their implications for long-term success
The Board acknowledges that the long-term success of the Company is reliant on
the efforts of employees and contractors, suppliers and other stakeholders. As
a natural resources company, we feel that we have a responsibility to engage
openly, transparently and effectively with community stakeholders and local
and national government agencies in the countries in which we conduct
operations. The Board is keen to maintain an open dialogue and co-operation
with key stakeholders as the Company seeks to advance its projects and
investments.
For further information on our efforts in these areas, see the Directors
section 172(1) statement above.
Principle 4: Embed effective risk management, considering both opportunities
and threats, throughout the organisation
The Board identifies, assesses and manages various risks in its
decision-making and constantly evaluates the Company's risk tolerance as part
of its strategy as an exploration company. These range from financial and
legal risks, to environmental, exploration, regulatory and management risks
and more recently risks related to climate change. The Board will also seek
consultation with experts in any area where a particular risk is identified.
The financial risks to the Company are addressed in this document in Notes 1
and 22 to the accounts. This covers funding risk, credit risk, liquidity risk
and market risk, all areas which are monitored closely by the Board with a
particular focus on funding risk.
Environmental and exploration risks are considered at a project level and are
constantly under review as project work is planned and undertaken. Some
elements of regulatory risk are also project-specific and would be included
within that review.
Regulatory risk at a corporate level is addressed annually during production
of the Company's Report and Accounts and also at other times such as when
notices are received from relevant regulatory bodies. This point is addressed
further in Principle 10.
Management risks are mitigated by attracting talent and providing stability
and continuity through appropriate remuneration and the awarding of long-term
share options, plus a culture of openness within the team, so that all members
of the management team feel comfortable in raising any issues with the Board
and Chairman.
The Directors acknowledge their responsibility for the Group's systems of
internal controls and for reviewing their adequacy and effectiveness. These
internal controls are designed to safeguard the assets of the Group and ensure
the reliability of financial information for both internal and external use
and publication.
Principle 5: Maintaining the Board as a well-functioning, balanced team led by
the Chair
The Board comprises the Executive Chairman and two Non-Executive Directors,
Elizabeth Henson (independent) and Mike Nott, who is not considered to be
independent.
The Board is aware that it is not currently compliant with the Code in respect
of not having two independent Non-Executive Directors, and in having an
Executive Chairman fulfilling the role of Chief Executive. The Directors
believe that this is appropriate at this stage of the Company's development
but both aspects are kept under regular review with a view to moving to full
compliance once the Company has achieved a significant, sustained increase in
its market capitalisation.
The Board has a wide range of experience directly related to the Group and its
activities and its structure ensures that no one individual dominates the
decision-making process. The Board also regularly seeks third-party expert
advice to support its decisions.
The Board meets on an ad-hoc basis as decisions are required, with update
Board meetings also held periodically. During the year, eight scheduled Board
meetings were held and all three Directors attended. Various additional
matters were approved by written resolutions.
Each of the Directors has entered into a Service Contract or Letter of
Appointment with the Company. Under the terms of these agreements, each
Director has agreed to devote such time and attention as is necessary to carry
out his or her responsibilities and duties as a director.
Principle 6: Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities
The Board currently consists of three Directors and, in addition, the Company
employs a professional company secretary at Arch Law Limited. The Directors
have a range of technical, commercial and professional skills and the majority
have experience in the public markets. The Board also engages technical
advisers whose specialism is in either mining or oil and gas and who are
thereby able to assist the Board in making effective decisions in relation to
the Company's projects and investments. The Group employs a COO and CFO.
Further information about the Directors' experience, skills, capabilities and
personal qualities is published on our website and below. The Directors
attend industry forums and conferences in addition to maintaining strong links
within the minerals and investment communities through regular networking. The
Company subscribes to mineral and mining publications for internal use and
Directors are encouraged to maintain individual continuing professional
education programmes in their respective disciplines.
In addition to its COO, CFO and technical advisers (about whom further
details can be found on (https://www.albamineralresources.com/about-us/) the
"Board and Management" page of the Company's website and in the latest
corporate presentation, also found on the Company's website), the Company
retains the services of auditors in the UK, a Nomad, broker and solicitors.
Principle 7: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
Internal evaluation of the Board and individual Directors is undertaken on an
ad-hoc basis in the form of peer appraisal and discussions. A further
evaluation, in the form of a questionnaire-type assessment tool is undertaken
annually.
Given the current size of the Company, Board and senior management
appointments are infrequent and subject to the individual being the right
"fit" for the Company. The Board seeks prospective candidates via its
network of contacts in the industry in the first instance and then via
professional search agencies if required.
Principle 8: Promote a corporate culture that is based on ethical values and
behaviours
The Board recognises that it has a responsibility to set the corporate culture
of the Company as a whole, and that sound and ethical behaviour will
contribute to the success of Alba's projects and reputation. The Company
operates internationally and as such is mindful of local cultures and
practices when planning and carrying out activities. The Board also has in
place an approved anti-bribery and whistle-blowing policy. Given the size of
the Company, Alba's management remains close to the day-to-day operations and
therefore better able to oversee the activities of the Company's
representatives. As the Company grows, the Board will oversee the development
of guidance on the Company's policies to be issued to new employees and
contractors.
The Company has in place a share dealing policy for dealings in shares by
Directors and senior employees in line with the framework set by the AIM Rules
and the UK Market Abuse regime ("MAR") and also requires adherence to the same
by key suppliers. In addition to abiding by the AIM Rules, as Alba operates in
the natural resources sector, the AIM Note for Mining and Oil and Gas
companies is applicable.
Principle 9: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
Ultimate authority for all aspects of the Company's activities rests with the
Board. While the roles of Chairman and Chief Executive are not separated,
the Board receives regular updates on activities both formally and informally
and has unrestricted access to management and to the technical advisers of the
Company. Each Board member also has access to the Company's solicitors and
any independent professional advice they might need to discharge their duties
effectively.
The Executive Chairman is the leading representative of the Company,
presenting the Company's strategy to external interested parties. His
responsibilities also include taking the Chair at Board Meetings and at
General Meetings, where he is responsible for ensuring the appropriate supply
of information. The Executive Chairman is also responsible for the
development and execution of the Company's long-term strategy, overseeing
matters pertaining to the running of the Company and ensuring that the Company
meets all legal requirements and corporate responsibilities. The
Non-Executive Directors do not have specific individual responsibilities or
remits.
All Directors sit on the Remuneration Committee, although a director whose
performance, remuneration and employment terms are due to be discussed at such
a meeting shall absent himself or herself from the discussion and not vote on
any proposed terms which relate to him or her. The Remuneration Committee
reviews the performance of the Executive Director(s) and makes recommendations
to the Board on matters relating to their remuneration and terms of
employment. The Remuneration Committee also considers and approves the
granting of share options pursuant to the Company's share option plan and the
award of shares in lieu of bonuses pursuant to the Company's remuneration
policy.
The Audit Committee comprises Mike Nott, Elizabeth Henson and the Group's CFO
Sarah Potter, a chartered accountant. The Executive Chairman attends the Audit
Committee by invitation. The Committee meets a minimum of twice per year and
has met twice in the reporting period in order to consider matters within its
remit.
The principal duties and responsibilities of the Audit Committee include:
- Overseeing the Company's financial reporting disclosure process; this
includes the choice of appropriate accounting policies.
- Monitoring the Company's internal financial controls and assess their
adequacy.
- Reviewing key estimates, judgements and assumptions applied by management in
preparing published financial statements.
- Annually assessing the auditor's independence and objectivity.
- Making recommendations in relation to the appointment, re-appointment and
removal of the company's external auditor.
Given the size of the Board, there is no separate Nominations Committee and
therefore recommendations for appointments to the Board are considered by the
Board as a whole.
Principle 10: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
For details of the various channels Alba uses for communicating with
shareholders, see Principle 2 above.
The results of voting on resolutions proposed at the Company's AGM are
reported via RNS and recorded in the "News" section on the Company's website.
In the past five years, there has been no significant level of votes cast
against any resolutions put to shareholders at the Company's AGM (where
"significant" would mean at least 20 per cent of the votes cast being against
a particular resolution).
Historical annual reports and half-yearly results can be accessed via the
Company's website under "Investors
(https://www.albamineralresources.com/investor-relations/) " then "Corporate
Documents". Final results and interim results are also released via RNS and
therefore also reported in the "News
(https://www.albamineralresources.com/news/) & Media" section of the
website under the subheading "Announcements".
BOARD OF DIRECTORS
George Frangeskides, Executive Chairman
Mr Frangeskides has a broad range of experience gained from over 25 years in
the legal and corporate advisory sectors in Australia and the United
Kingdom. Prior to working in the mining sector, Mr Frangeskides practised as
a lawyer in London and Sydney focusing on corporate finance, commercial and
capital market transactions.
With his experience in mergers and acquisitions, Mr Frangeskides leads all
corporate negotiations for the Company. He has an extensive network of
contacts across the mineral exploration and investment sectors in the UK,
Asia-Pacific, North America, Middle East and Far East regions, giving the
Company wide exposure to both investors and potential investments.
A confident communicator, Mr Frangeskides regularly makes presentations about
the Company and projects to the media and to shareholders.
Michael Nott, Non-Executive Director
Mr Nott is a geologist and mining engineer by profession and has over 40
years' experience in the oil and gas, mining, minerals and quarrying
industries. His early career was based in Zambia, including eight years with
Roan Consolidated Mines Limited. He was a regional manager for Pioneer
Aggregates (UK) Limited, then an Australian company, and later a director of
Jay Minerals Services Limited and Hills Aggregates Limited, becoming trading
director of ARC (Southern) Limited and production director of C. White
Limited.
Mr Nott draws on his extensive experience of both the mining industry and the
corporate world to offer pragmatic advice to the Company.
Elizabeth Henson, Independent Non-Executive Director
Ms Henson was previously a senior international tax partner for
PricewaterhouseCoopers LLP (PwC), based in London. She was the Founder and
Leader of PwC UK's International Wealth business and is considered a leader in
her field and has an established and substantial contact base consisting of
some of the wealthiest entrepreneurs and high net worth individuals from the
UK and across the globe.
Ms Henson was the 2018 Spears Private Client Accountant of the Year and won
the Citywealth Powerwomen Awards Silver award for Woman of the Year -
Leadership (Large, Institutional) in 2016, 2018 and 2019, among other awards.
She has a huge amount of professional experience across a wide range of
sectors and countries and her advice and input will benefit the Group as it
looks to grow. Her financial background adds to the strength and depth of the
Board.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALBA MINERAL RESOURCES PLC
Opinion
We have audited the group financial statements of Alba Mineral Resources Plc
(the 'group') for the year ended 30 November 2024 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and Parent Company
Statements of Changes in Equity, the Consolidated and Parent Company
Statements of Cash Flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the group's and of the parent company's affairs as at 30 November 2024 and of
the group's loss for the year then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly prepared
in accordance with UK-adopted international accounting standards and as
applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1b in the financial statements, which indicates
conditions that may cast significant doubt on the ability of the group and
parent company to continue as a going concern. The Group has incurred a net
loss of £3.5m during the year ended 30 November 2024 and has a cash balance
of £126k as at 30 November 2024. As stated in note 1b these events or
conditions indicate that a material uncertainty exists that may cast
significant doubt on the Group and Parent Company's ability to continue as a
going concern. The Group is reliant on a successful fundraise by the Parent
Company to fund its recurring outgoings and projected exploration expenditure
for the twelve months from the date that the financial statements are
approved. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and Parent Company's ability to continue to adopt
the going concern basis of accounting included:
· Challenging the directors' forecasts prepared to assess the group's
and parent company's ability to meet its financial obligations as they fall
due for a period of at least 12 months from the date of approval of the
financial statements. We have reviewed the consistency of committed cash flows
against contractual arrangements and historic information and compared general
overheads to current run rates.
· Reviewed the cash flow forecast for mathematical accuracy and
assessed the formulas used.
· Stress testing on forecasted cash flows through different scenarios,
in order to evaluate the likelihood of potential downside scenarios.
· Identifying and evaluating subsequent events which affect going
concern and evaluating the likelihood of occurrence of forecasted inflows.
· Reviewing post year end information such as minutes of board meetings
and Regulatory News Service (RNS) announcements.
· Assessing the adequacy of the disclosures in respect of going concern
including the uncertainty over the ability to raise additional funds.
· Challenging management's assumptions of raising the required funds to
support the operations of the group. We have discussed with the directors the
strategies that they are pursuing to secure further funding if and when
required. We note that the group have successfully raised funds from issuing
equity in the past but at the date of this report there are no legally binding
agreements in place to cover a funding deficit in these scenarios.
· The forecasts demonstrated that the group and parent company will
require additional funding during the going concern period to meet their
liabilities as and when they fall due, and a material uncertainty has been
disclosed above in respect to this.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatement. At the planning stage,
materiality is used to determine the financial statement areas that are
included within the scope of our audit. Final materiality applied to the group
financial statements was £225,000 (2023: £349,000) with performance
materiality set at £157,000 (2023: £244,300). The benchmark for determining
materiality of the group was 3% of net assets (2023: 3% of net assets), given
that the most significant balances for the Group relate to the exploration and
evaluation assets, investments and cash and cash equivalents.
A benchmark of 70% (2023:70%) for performance materiality during our audit of
the group and parent company was applied as we believe that this would provide
sufficient coverage of significant and residual risks.
We agreed with the audit committee that we would report to them all audit
differences identified during the course of our audit in excess of £11,000
(2022: £17,400) for the group. We also agreed to report any other audit
misstatements below that threshold that we believe warranted reporting on
qualitative grounds.
Final materiality applied to the parent company's financial statements was
£214,000 (2023: £342,000) with performance materiality of £149,000 (2023:
£239,400). The benchmark for determining materiality of the parent company
was 3% of net assets (2023: 3% of net assets), given that the most significant
balances relate to investment in subsidiaries, investment in Horse Hill
Developments Limited and cash and cash equivalents. The parent company is the
funding vehicle for the exploration work carried out by the subsidiaries.
For the parent company, we agreed with the audit committee that we would
report all individual audit differences identified during the course of our
audit in excess of £10,000 (2022: £17,100) together with any other audit
misstatements below that threshold that we believe warranted reporting on
qualitative grounds.
Component materiality ranged from £78,500 to £225,000 (2023: 96,000 to
£342,000), based on their individual net assets.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the
risk of material misstatement in the financial statements. In particular, we
assessed the areas requiring the directors to make subjective judgements, for
example in respect of significant accounting estimates and judgements
including the carrying value of evaluation and exploration assets, intra-group
balances and investments in subsidiaries, and the consideration of future
events that are inherently uncertain. We also addressed the risk of management
override of internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material misstatement due
to fraud.
An audit was performed on the financial information of the group's material
operating components which, for the year ended 30 November 2024, were located
in the United Kingdom, Wales and Greenland.
GMOW (Operations) Limited and Alba Mineral Resources plc have been assessed as
in scope of the group and therefore we designed procedures focused on
exploration cost capitalisation and valuation of the exploration assets in
accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources.
This work was significant in addressing our key audit matter in respect of
capitalised exploration costs and valuation of explorations assets in which
the group's exploration costs are recorded.
Work on all significant components of the group has been performed by us as
group auditor.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we have
determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value capitalised exploration costs - group
As at 30 November 2024, the group held £4,171k (2023: £3,520k) of intangible Our work in this area included:
assets, comprising capitalised exploration costs. This is a material amount in
its Consolidated Statement of Financial Position. · Confirmation that the Group has good title to the applicable
licences held.
· Discussing and challenging management as to the status of the
There is a risk that these assets have been incorrectly capitalised in license areas, results from site work and testing performed, and confirming
accordance with IFRS 6 -Exploration for and Evaluation of Mineral Resources their future plans for the licenses.
("IFRS 6"), and that there are indicators of impairment as at 30 November 2024
which have not been identified by Management. Management's assessment of · Obtaining and inspecting Board minutes and RNSs which included
impairment under IFRS 6 requires significant estimation and judgement updates on the exploration activities incurred during the year and assessing
particularly in relation to early-stage exploration projects. for any indications of impairment.
· Considering whether there were indicators of impairment in
accordance with IFRS 6 (e.g., the entity not having the right to explore the
There is a risk that the carrying value of these intangible assets could be specific area, substantive expenditures on further exploration activities not
overstated (refer to notes 2 and 10). having been made, and exploration activities not leading to the discovery of
commercially viable quantities of mineral resources).
· Reviewing management's forecast/budget for the license areas.
· Substantive testing to assess whether costs capitalised in the year
met the requirements of IFRS 6.
· Reviewing the disclosures in the financial statements, including
those relating to estimates and judgements used, and evaluating their
completeness in the accounting period.
· Evaluating the presentation and disclosures given in the financial
statements.
Our audit procedures did not find any evidence of any material errors or
misstatements relating to this risk
Carrying value of investments in subsidiaries and intra-group receivables -
parent company
The parent company holds material investments of £1,455k (2023: £1,455k) in Our work in this area included:
its Statement of Financial Position related to its subsidiary undertakings.
There are also material intragroup balances of £2,525k (2023: £1,990k) as · Reconfirming ownership documents for investments in subsidiaries
the parent company funds the operations in the subsidiaries. held by the parent company.
Given the losses in the subsidiaries, there is a risk that the investments in · Reviewing and challenging management's impairment assessment of the
subsidiaries (where capitalised exploration costs are the main asset) may not valuation of investment per IAS 36 Impairment of assets, with reference to the
be fully recoverable and therefore overstated (refer to notes 2 and 13). To a carrying values of the underlying intangible assets in accordance with IFRS 6.
significant degree the carrying value of the investments in subsidiaries is
intrinsically linked to the value of the capitalised exploration assets held · Reviewing management's assessment of the intragroup receivable
within them. balance in respect of the requirements set out in IFRS 9 Financial
Instruments.
· Evaluating the presentation and disclosures given in the financial
statements.
Our audit procedures did not find any evidence of any material errors or
misstatements relating to this risk.
Carrying value of investments in Horse Hill Developments Limited ("HHDL")
The parent company holds investments of £150k (2023: £2,600k) in its Our work in this area included:
Statement of Financial Position related to HHDL. An impairment charge of
£2,347k was recognised in profit or loss following management's year-end · Confirming that there have been no changes in ownership in the
impairment assessment (refer to note 12). year.
The impairment assessment requires management judgement and estimation and · Reviewing the accounting treatment to ensure classification and
there is a risk that the impairment charge is misstated. valuation is in accordance with IFRS 9 and IFRS 13.
· Reviewing management's basis for determining fair value and
providing challenge to the assumptions made, including obtaining and relevant
supporting documentation.
· Evaluating the presentation and disclosures included in the
financial statement.
The Directors impaired the carrying value of HHDL during the reporting period
to £150k.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the group financial statements are
prepared is consistent with the group financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Parent Company and Group and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions on the laws and
regulations identified with management, industry research, application of
cumulative audit knowledge and experience of the sector.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from
o Companies Act 2006.
o AIM Rules.
o Local tax and employment law.
Mineral Resources Act of Greenland and other applicable local prospecting
legislation; and
QCA compliance.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included, but were not
limited to:
o Enquiries of management regarding potential non-compliance;
o Review of legal and professional fees to understand the nature of the
costs and the existence of any non-compliance with laws and regulations; and
o Review of minutes of meetings of those charged with governance and RNS
announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias was identified in relation
to the carrying value of the capitalised exploration costs and investments as
described in the Key Audit Matters section above.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Alistair Roberts (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
2 May 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
Note 2024 2023
£'000 £'000
Other income 77 55
Administrative expenses 5 (792) (738)
Impairment expense 12 (2,347) -
Operating loss (3,062) (683)
Gain on deemed disposal of subsidiary - 1,475
Loss on dilution of investment in associate 3, 11 (223) (325)
Share of loss of associate 11 (238) (661)
Finance costs (2)
Loss for the year before tax (3,523) (196)
Taxation 7 - -
Loss for the year (3,523) (196)
Items that may subsequently be reclassified to profit or loss:
Foreign exchange movements - (1)
Total comprehensive income (3,523) (197)
Loss attributable to:
Equity holders of the parent (3,523) (116)
Non-controlling interests - (80)
(3,523) (196)
Total comprehensive income attributable to:
Equity holders of the parent (3,523) (117)
Non-controlling interests - (80)
(3,523) (197)
Earnings per ordinary share
Basic and diluted (pence) 8 (0.041) (0.002)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 NOVEMBER 2024
Note 2024 2023
£'000 £'000
Non-current assets
Property, plant and equipment 9 164 168
Intangible fixed assets 10 4,171 3,520
Investment in associate - GreenRoc Strategic Materials plc 11 3,056 3,447
Investments - Horse Hill Developments Limited 12 150 2,600
Total non-current assets 7,541 9,735
Current assets
Trade and other receivables 14 89 88
Cash and cash equivalents 15 126 97
Total current assets 215 185
Current liabilities
Trade and other payables 16 (230) (220)
Total current liabilities (230) (220)
Net current liabilities (15) (35)
Net assets 7,526 9,700
Capital and reserves
Share capital 17 5,455 5,137
Share premium 11,973 11,119
Warrant reserve 247 782
Retained losses (10,317) (7,506)
Foreign currency reserve 168 168
Total equity 7,526 9,700
The Accounting Policies and Notes following form part of these financial
statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 2 May 2025.
Signed on behalf of the Board of Directors
George Frangeskides, Director, Company No. 0528581
COMPANY STATEMENT OF FINANCIAL POSITION
30 NOVEMBER 2024
Note 2024 2023
£'000 £'000
Non-current assets
Investments in subsidiaries 13 1,455 1,455
Loans to subsidiaries 13 2,525 1,990
Investment in associate 11 3,056 3,447
Investments - Horse Hill Developments Limited 12 150 2,600
Total non-current assets 7,186 9,492
Current assets
Trade and other receivables 14 52 65
Cash and cash equivalents 15 125 84
Total current assets 177 149
Current liabilities
Trade and other payables 16 (199) (177)
Total current liabilities (199) (177)
Net current liabilities (22) (28)
Net assets 7,164 9,464
Capital and reserves
Share capital 17 5,455 5,137
Share premium 11,973 11,119
Warrant reserve 247 782
Retained losses (10,511) (7,574)
Equity shareholders' funds 7,164 9,464
The Accounting Policies and Notes following form part of these financial
statements.
The Company has taken advantage of the exemption allowed under Section 408 of
the Companies Act 2006 and has not included its own income statement and
statement of comprehensive income in these Financial Statements. The Company's
loss for the year was £3,649,000 (2023: a loss of £2,639,000).
These financial statements were approved and authorised for issue by the Board
of Directors on 2 May 2025.
Signed on behalf of the Board of Directors
George Frangeskides, Director
Company No. 0528581
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
Share Share Warrant Dilution of Other Retained Foreign currency Attributable to Non-controlling Total
capital premium reserve ownership reserve reserves losses reserve equity holders interests
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 November 2022 5,076 10,461 1,187 991 136 (8,929) 168 9,090 2,231 11,321
Loss for the year - - - - - (116) - (116) (80) (196)
Other comprehensive income - - - - - (1) - (1) - (1)
Total comprehensive income for the year - - - - - (117) - (117) (80) (197)
Shares and warrants issued (net of costs) 61 658 - - - - - 719 - 719
Equity settled share-based payments - - 11 11 11
Transfer on exercise or expiry of warrants - - (416) - - 416 - - - -
Subsidiary equity settled share-based payments - - - - 5 - - 5 5 10
Dilution of ownership - - - - (8) - - (8) 330 322
Elimination of non-controlling interest on disposal - - - (991) (133) 1,124 - - (2,486) (2,486)
Total transactions with owners 61 658 (405) (991) (136) 1,540 - 727 (2,151) (1,424)
At 30 November 2023 5,137 11,119 782 - - (7,506) 168 9,700 - 9,700
Loss for the year - - - - - (3,523) - (3,523) - (3,523)
Other comprehensive income - - - - - - - - - -
Total comprehensive income for the year - - - - - (3,523) - (3,523) - (3,523)
Shares and warrants issued (net of costs) 318 854 - - - - - 1,172 - 1,172
Equity settled share-based payments - - 177 - - - - 177 - 177
Transfer on exercise or expiry of warrants - - (712) - - 712 - - - -
Total transactions with owners 318 854 (535) - - 712 - 1,349 - 1,349
At 30 November 2024 5,455 11,973 247 - - (10,317) 168 7,526 - 7,526
Share Share Warrant Retained Attributable to equity
capital premium reserve losses holders of parent
£'000 £'000 £'000 £'000 £'000
At 30 November 2022 5,076 10,461 1,187 (5,351) 11,373
Loss for the year - - - (2,639) (2,639)
Total comprehensive income for the year - - - (2,639) (2,639)
Shares and warrants issued (net of costs) 61 658 - - 719
Equity settled share-based payments - - 11 - 11
Transfer on exercise or expiry of warrants - - (416) 416 -
Total transactions with owners 61 658 (405) 416 730
At 30 November 2023 5,137 11,119 782 (7,574) 9,464
Loss for the year - - - (3,649) (3,649)
Total comprehensive income for the year - - - (3,649) (3,649)
Shares and warrants issued (net of costs) 318 854 - - 1,172
Equity settled share-based payments - - 177 - 177
Transfer on exercise or expiry of warrants - - (712) 712 -
Total transactions with owners 318 854 (535) 712 1,349
At 30 November 2024 5,455 11,973 247 (10,511) 7,164
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Operating loss (3,062) (683)
Impairment expense 12 2,347 -
Depreciation 9 14 12
Share based payment charges 5 177 21
Fees settled in shares 17 73 -
(Decrease)/increase in creditors 16 10 (105)
Decrease/(increase) in debtors 14 (1) 108
Net cash used in operating activities (442) (647)
Cash flows from investing activities
Payments for exploration expenditure 10 (651) (508)
Payments for tangible fixed assets 9 (10) (30)
Investment in associate 11 (70) (115)
Receipt from investee company 12 103 -
Deemed disposal by dilution - net cash impact - (98)
Net cash used in investing activities (628) (751)
Cash flows from financing activities
Proceeds from the issue of shares and exercise of warrants 1,167 764
Costs of issue (68) (45)
Proceeds from the issue of shares and warrants - GreenRoc - 322
Finance expense - (2)
Net cash generated from financing activities 17 1,099 1,039
Net increase/(decrease) in cash and cash equivalents 29 (359)
Cash and cash equivalents at beginning of period 97 456
Cash and cash equivalents at end of year 15 126 97
Significant non-cash transactions in the period not reflected above are shown
on the face of the income statement, being the share of loss of associate, and
loss on partial disposal due to dilution.
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Operating loss (3,188) (471)
Impairment expense 12 2,347
Share based payment charge 5 177 11
Fees settled in shares 17 73 -
Movement in the expected credit loss provision for loans to subsidiaries 13 180 -
(Decrease)/increase in creditors 16 22 12
Decrease/(increase) in debtors 14 13 46
Net cash used in operating activities (376) (402)
Cash flows from investing activities
Loans granted to subsidiaries 13 (715) (440)
Investment in associate 11 (70) (115)
Receipt from investee company 103 -
Net cash used in investing activities (682) (555)
Cash flows from financing activities
Proceeds from the issue of shares and exercise of warrants 1,167 764
Costs of issue (68) (45)
Net cash generated from financing activities 1,099 719
Net increase/(decrease) in cash and cash equivalents 41 (238)
Cash and cash equivalents at beginning of period 84 322
Cash and cash equivalents at end of year 15 125 84
Significant non-cash transactions in the period not reflected above relate to
the investment in associate (see Note 11 for more details) and are as follows:
- Share of loss of associate £238,000
- loss on partial deemed disposal due to dilution £223,000
The Accounting Policies and Notes following form part of these financial
statements.
Notes to the Financial Statements for the year ended 30 November 2024
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
Alba Mineral Resources plc is a public limited company incorporated and
domiciled in England & Wales, whose shares are publicly traded on the AIM
market of the London Stock Exchange plc. The registered office address is c/o
Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, London EC2N 4BQ . The
principal accounting policies applied in the preparation of these financial
statements are set out below. These policies have been applied consistently to
all the years presented.
a. Basis of preparation
The consolidated financial statements of Alba Mineral Resources plc (the
Company) and its subsidiaries (collectively, the Group) have been prepared in
accordance with UK-adopted international accounting standards ("IFRSs") as
they apply to the Group for the year ended 30 November 2024 and with the
Companies Act 2006. Numbers have been rounded to £'000.
The consolidated financial statements have been prepared on the historical
cost basis, save for the revaluation of certain financial assets and
liabilities at fair value.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in Note 2.
New or amended Standards and interpretations that became effective during the
year ended 30 November 2024 had no impact on the Group accounts.
New standards, amendments, and interpretations not yet effective
Certain new accounting standards and interpretations have been published that
are not mandatory for 30 November 2024 reporting periods and have not been
early adopted by the Group and Company. These standards include:
· Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current - Deferral of
Effective Date - effective 1 January 2024
· Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback - effective date 1 January 2024
· Amendments to IFRS 10 Consolidated Financial Statements and IAS
28 Investments in Associates and Joint Ventures: Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture - effective date
optional.
The Directors do not anticipate that the adoption of these standards or
amendments will have a material impact on the financial statements of the
Company and the Group in the period of initial application or in future
reporting periods. Other amendments, standards and interpretations are in
issue, both endorsed and not yet endorsed, but they are not relevant to the
Group and Company and as such they are not commented on.
b. Going concern
Based on financial projections prepared by the Directors, the Group's current
cash resources are insufficient to enable the Group to meet its recurring
outgoings and projected exploration expenditure for the next twelve months.
The Directors have prepared cash flow forecasts to 12 months from the date of
signing of these accounts which take into account planned exploration spend,
costs and external funding. The need for external funding is a material
uncertainty that may cast doubt on the Group's and Company's ability to
continue as a going concern. At this stage as an explorer the Group does not
have a steady income stream and is reliant on external funding sources such as
capital raisings or asset transactions to fund activities. The nature of these
is ad-hoc and as such the Group and Company do not carry a cash balance
sufficient for 12 months of expenditure. However, the Board has a reasonable
expectation that the Group and Company will continue to be able to meet their
commitments for the foreseeable future by raising funds when required from the
equity capital markets and based on the following:
· The Group has a strong track record in sourcing external funding.
· Forecasts contain a level of discretionary spend such that in the
event that cash flow becomes constrained action can be taken to enable the
Group to operate within available funding. The Group demonstrated this during
the Covid-19 pandemic when sourcing capital was uncertain.
· The Group and Company may also consider future joint venture funding
arrangements in order to share the costs of the development of its exploration
assets, or to consider divesting of certain of its assets and realising cash
proceeds in that way in order to support the balance of its exploration and
investment portfolio.
· The Group holds liquid assets that can be converted into cash if
required.
For these reasons the Directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
c. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and companies controlled by the Company, the Subsidiary Companies,
drawn up to 30 November each year.
Control is recognised where the Company has the power to govern the financial
and operating policies of an investee entity so as to obtain benefits from its
activities. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date that
control ceases. The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the effective date
of acquisition or up to the effective date of disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
d. Foreign currency
For the purposes of the consolidated financial statements, the results and
financial position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in profit or loss for the period.
For the purposes of preparing consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the period. Gains and losses from
exchange differences so arising are shown through the Consolidated Statement
of Changes in Equity.
e. Other income
Income that arises from activities other than the Group's core business
operations is classified as "other income" and presented together with
operating expenses, rather than as revenue, on the Income Statement. Other
income arises from personnel costs and office expenses charged to an associate
for time spent assisting with technical and corporate matters.
f. Share based payments
Share-based compensation benefits are made on an ad-hoc basis on the
recommendations of the Remuneration Committee or via the Enterprise Management
Incentive Scheme where the employee meets the qualifying conditions. The fair
value of warrants or options granted is recognised as an employee benefits
expense, with a corresponding increase in the warrant reserve. The total
amount to be expensed is determined by reference to the fair value of the
options granted:
o including any market performance conditions (e.g. the entity's share
price)
o excluding the impact of any service and non-market performance vesting
conditions (e.g. profitability, sales growth targets and remaining an employee
of the entity over a specified time period), and
o including the impact of any non-vesting conditions (e.g. the requirement
for employees to save or hold shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to the warrant
reserve.
g. Non-current assets
Intangible assets: Deferred exploration and evaluation costs
Pre-licence costs are expensed in the period in which they are incurred.
Expenditure on licence renewals and new licence applications covering an area
previously under licence are capitalised in accordance with the policy set out
below.
Once the legal right to explore has been acquired, exploration costs and
evaluation costs arising are capitalised on a project-by-project basis,
pending determination of the technical feasibility and commercial viability of
the project. Costs include appropriate technical and administrative expenses.
If a project is successful, the related expenditures will be reclassified as
development and production assets and amortised over the estimated life of the
commercial reserves. Prior to this, no amortisation is recognised in respect
of such costs. When all licences comprising a project are relinquished, a
project abandoned, or is considered to be of no further commercial value to
the Company, the related costs will be written off to administrative expense
within profit or loss. Deferred exploration costs are carried at historical
cost less any impairment losses recognised.
Where the Group has entered into a farm out agreement, the Group does not
record any expenditure made by the farmee on its account. It also does not
recognise any gain or loss on its exploration and evaluation farm-out
arrangements but redesignates any costs previously capitalised in relation to
the whole interest as relating to the partial interest retained. Any cash
consideration received directly from the farmee is credited against costs
previously capitalised in relation to the whole interest with any excess
accounted for as a gain on disposal.
Where the Group enters into a farm in agreement, the Group recognises all
expenditure which it incurs under that agreement, with the expenditure being
either capitalised or expensed in accordance with the policy detailed above.
Property, plant and equipment
Land is shown at cost and is not depreciated as it is not a wasting asset. The
land owned by the Group is an integral part of access to one of the Group's
projects and as such its value is reviewed annually as part of the impairment
review of that project value as a whole.
Plant and equipment is stated at historical cost less accumulated depreciation
and impairment. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost
of each item of property, plant and equipment (excluding land) over their
expected useful lives as follows:
o Plant and vehicles - 10 years
o Computer equipment - 3 years
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date. An item of property, plant
and equipment is derecognised upon disposal or when there is no future
economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the
disposal proceeds are taken to profit or loss. Any revaluation surplus reserve
relating to the item disposed of is transferred directly to retained profits.
Investments in associates: Associates are entities over which the Group has
significant influence but not control, generally accompanying a shareholding
of between 20% and 50% of the voting rights. Significant influence is the
power to participate in the financial and operating policy decisions of the
investee but not the ability to control or jointly control those policies.
Investments in associates are accounted for using the equity method of
accounting, being initially recognised at cost. The Group's share of
associates post-acquisition profit/loss after tax and other comprehensive
income/loss are presented as the 'Share of loss of associate" in the Group
income statement The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment less any impairment in value.
When the Group's share of losses in an associate is equal to or exceeds its
interest in the associate, the Group does not recognise further losses unless
it has incurred obligations or made payments on behalf of the entity. When the
Group ceases to have or significant influence, any retained interest in the
entity is re-measured to its fair value at the date when or significant
influence is lost with the change in carrying amount recognised in the income
statement.
Investment in subsidiaries (Company only): Investment in subsidiaries,
comprising equity instruments and capital contributions, are recognised
initially at cost less any provision for impairment. Subsidiaries are all
entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
h. Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument. The classification is dependent on the business
model adopted for managing the financial assets and the contractual terms of
the cash flows expected to be derived from the assets.
The Group classifies its financial instruments as follows:
Financial assets
Trade and other receivables Amortised cost
Loans to subsidiaries (Company only) Amortised cost
Investments At fair value through profit or loss (FVPL)
Financial liabilities
Trade and other payables Amortised cost
Borrowings Amortised cost
Other borrowings Amortised cost
Investments: Investments in unlisted equity instruments whose fair value
cannot be reliably measured are recognised initially at investment cost. Any
shareholder loans made are included in the investment cost. Where a value can
be reliably measured the investment is subsequently recognised at fair value
through profit and loss. Information about the methods and assumptions used in
determining fair value is provided in Note 12.
Trade and other receivables: Trade and other receivables are held for the
collection of contractual cash flows and are classified as being measured at
amortised cost. They are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method less provision
for impairment.
Loans to subsidiaries (Company only): Long-term loans to subsidiaries, other
than capital contributions, are held for the collection of contractual cash
flows and are classified as being measured at amortised cost, net of provision
for impairment. Impairment is initially based on the expected lifetime credit
loss as applied to the portfolio of loans. The loans are interest free and
have no fixed repayment terms. As such the loans are assessed as being credit
impaired on inception and lifetime expected credit losses are recognised with
the amount of provision being recognised in the profit or loss.
A loan will be subject to impairment review if there is an indicator of
impairment, such as the impairment of the value of the deferred exploration
intangible asset within the relevant subsidiary. A loan is fully impaired when
the relevant subsidiary recognises an impairment of its deferred exploration
expenditure, such that the subsidiary is not expected to be able to repay the
loan from its existing assets.
Trade and other payables: Trade and other payables are not interest bearing
and are recognised initially at fair value and subsequently measured at
amortised cost.
Borrowings: Initially recognised at fair value net of any transaction costs
directly attributable to the issue of the instrument. Such interest-bearing
liabilities are then subsequently measured at amortised cost using the
effective interest rate method. Interest expense includes initial transaction
costs and any premium payable on redemption, as well as any interest or coupon
payable while the liability is outstanding.
Other borrowings: recognised initially at fair value and subsequently measured
at amortised cost.
Leases: The Group does not have any leases within the scope of IFRS16.
i. Equity
Share capital represents the nominal value of equity shares, both ordinary and
preference.
Share premium represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue.
Warrant reserve represents proceeds from the issue of extant warrants.
Foreign currency reserve holds gains/losses arising on retranslating the net
assets of the Group into pounds sterling.
j. Taxation
The charge for taxation is based on the profit or loss for the year and takes
into account deferred tax. The tax expense for the period comprises current
and deferred tax. Tax is recognised in the income statement, except to the
extent that it relates to items recognised directly in equity. In this case
the tax is also recognised directly in other comprehensive income or directly
in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries 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. It establishes
provisions where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit or loss and is accounted for using the liability method.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available in the foreseeable future against
which the temporary differences can be utilised.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. However, the deferred tax is not
accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that, at the time of the
transaction, affects neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period 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 and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
k. Segmental information
An operating segment is a distinguishable component of the Group which is
subject to risks and rewards that are different from those of other segments.
In the Group's current portfolio, the geographical location of exploration
projects provides the basis for grouping into segments.
Operating segments are reported in a manner consistent with internal reporting
provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors of the Company.
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements in conformity with generally
accepted accounting practice requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the reporting date
and the reported amounts of revenues and expenses during the reporting period.
Actual outcomes could differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The areas of judgement that
have the most significant effect on the amounts recognised in the financial
statements are as follows:
i) JUDGEMENTS
Capitalisation of exploration and evaluation costs - £4,171,000
The capitalisation of exploration costs relating to the exploration and
evaluation phase requires management to make judgements as to the future
events and circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In making such
judgements, the Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these activities
and that the Company expects to be able to raise additional funding to enable
it to continue the exploration activities.
Impairment assessment of exploration and evaluation costs - £4,171,000
At each reporting date, management make a judgment as to whether circumstances
have changed following the initial capitalisation and whether there are
indicators of impairment. If there are such indicators, an impairment review
will be performed which could result in the relevant capitalised amount being
written off to the income statement. For further details see Note 10
"Intangible Assets".
This balance includes £4m relating to the Clogau Gold Project. Management do
not judge the Exploration and Evaluation costs associated with that project to
be impaired at 30 November 2024. Exploration is underway, and planned and
budgeted throughout the year. The previous option agreement having expired in
February 2025, a new multi-year option was granted in April 2025. The Group
has no data at this point that suggests that the asset value is unlikely to be
recovered from successful development.
Accounting for the investment in GreenRoc Strategic Materials plc as an
investment in associate
The Group determines the classification of the investment as an investment in
associates on its percentage shareholding plus an evaluation of whether
significant influence is held in the entity. The existence of significant
influence is evidenced in the following ways:
- A shareholding of 34% at the balance sheet date
- Board of Directors' representation (2 seats on the Board of
GreenRoc)
- Management personnel sharing (billable hours),
- Policy-making participation and technical information exchanges.
Impairment assessment of the investment in GreenRoc Strategic Materials plc -
£3,056,000
At the year-end management made a judgement that the value of the investment
in GreenRoc Strategic Materials plc was not impaired. The Group believes that
the underlying value of the assets of that company, the Amitsoq graphite
project and the Thule ilmenite project, supports the value of the investment.
The investment is intended to be long-term until the projects are developed
and the current pressure on GreenRoc's share price is a reflection of poor
conditions in the sector /market. At the balance sheet date the market value
of the Company's shareholding in GreenRoc was £1,070,000 but recent share
price improvement gives a market value of ~£2.2 million at 28 April 2025.
Accounting for the investment in Horse Hill Developments Limited
The Group and Company's investment in Horse Hill Developments Limited ("HHDL")
is in the form of equity and a shareholder loan. However, the Directors judge
that the loan is in substance part of the equity investment as governed by the
HHDL investment agreement. As such the loan element of the investment is
accounted for at fair value with movements in fair value being taken to profit
or loss (FVTPL).
The Group and Company's shareholding in HHDL is less than 20%. A director of
the Company is also a director of HHDL but does not act in an executive
capacity. At the balance sheet date HHDL had a majority shareholder with a
77.9% shareholding. The Directors judge that the Company does not have
significant influence over HHDL and that it should not be equity accounted for
as an associate.
Company only - Impairment assessment of investment in and loans to
subsidiaries - £1,455,000 and £2,525,000
In preparing the parent company financial statements, the Directors apply
judgement to decide if any, or all of the company's investments in (and where
applicable loans to) Aurum Mineral Resources Limited, Dragonfire Mining
Limited group and GMOW Gwynfynydd Limited are impaired or not.
These companies have no source of funds other than their shareholders and the
ability of the companies to repay their inter-company debt and for the Company
to gain value from its investments in the companies is dependent on the future
success of the companies' exploration activities. In undertaking their review,
the Directors consider the outcome of their impairment assessment of the
relevant licences as detailed above.
The Directors have used the Expected Credit Loss model to make a general
provision against intercompany loans receivable based on historic credit
losses and current data. In applying the expected credit loss model, the
directors have judged that the loans to the subsidiaries were credit impaired
on inception. See Note 13 for further details.
ii) ESTIMATES
Carrying value of investment in Horse Hill Developments Limited - £150,000
The Company's investment in Horse Hill Developments Limited is carried at fair
value, as, in the judgement of the Directors, it has been possible to estimate
a reliable fair value for the investment. For further details of the valuation
see Note 12.
The Directors believe that the intrinsic value of the oil field has not been
diminished during the year. However, due to the combined circumstances of the
suspension of production at the site caused by an adverse Court decision
requiring planning applications to be recast and resubmitted and delays to
reporting by the majority owner, the Directors believe it is prudent to impair
the value of the investment. The significant quantities of oil-in-place may
still lead to further positive cashflows in the future and the value of the
investment will continue to be reviewed annually.
3. ACQUISITIONS AND DISPOSALS
Partial disposals of investment in associate by dilution
During the year placings by an investee company led to dilutions of the
Group's holding in that company. These were accounted for as partial deemed
disposals for nil consideration, as they reduced the share of net assets held
by the Group and therefore losses arose. For more information see Note 11
Investment in Associate.
4. ANALYSIS OF SEGMENTAL INFORMATION
The Group currently only has one primary reporting business segment,
exploration and development. The Board of the Company evaluates the business
on a sector basis, the two sectors being mining and oil and gas. The group
exploration assets and investments along with capital expenditures are
presented on this basis below:
2024 2023
£'000 £'000
Total assets
Exploration and development 7,391 7,135
Oil and gas 150 2,600
Current assets 215 185
7,756 9,920
Capital expenditure
Exploration and plant 661 524
The Group's primary business activities operate in the UK and the Group has
investments in UK and Greenlandic assets. For accounting purposes, all are
designated as UK assets.
2024 2023
£'000 £'000
Total assets
England & Wales* 7,756 9,920
* investment in GreenRoc reclassified from Greenland to England & Wales
from de-consolidation
2024 2023
£'000 £'000
Capital expenditure
Greenland - 94
England & Wales 661 430
661 524
The administrative expenditure in the income statement primarily relates to
central costs or exploration costs that cannot be capitalised.
4. EXPENSES BY NATURE AND AUDITOR REMUNERATION
Auditor's remuneration:
2024 2023
£'000 £'000
PKF Littlejohn LLP
- Group audit services 45 45
Expenses by nature:
Total 2024 Alba and subsidiaries 2023 GreenRoc Total 2023
(3 months only) 2023
£'000 £'000 £'000 £'000
Staff costs (note 6) 436 288 88 376
Professional fees and insurances 156 161 25 186
Exploration and consultancy 85 34 - 34
Office, travel, PR, other 101 97 33 130
Depreciation 14 12 - 12
Administrative expenses 792 592 146 738
2024 2023
£'000 £'000
Other income
Services provided 77 55
Other income is personnel services and office costs billed to GreenRoc
Strategic Materials plc.
5. DIRECTORS' EMOLUMENTS AND STAFF COSTS
During the period the Group had on average 6.7 (2022: 8.75) employees each
month, being the Directors (who are the key management personnel) plus
finance, geological and local site staff. Where eligible, Directors and other
staff accrue benefits under a money purchase auto-enrolment scheme held in
NEST.
2024 Costs incurred by: 2023
Total Group Alba Mineral Resources plc GreenRoc Strategic Materials plc (3 months only) Total Group
£'000 £'000 £'000 £'000
Directors' fees, salaries and pension (see table below) 179 181 14 195
Directors' share based payments 141 7 3 10
Directors' social security costs 15 15 2 17
Staff costs
Salaries and wages 223 227 48 275
Share based payment charges 36 4 7 11
Social security costs 23 22 13 35
Defined contribution pension scheme 4 5 1 6
Fees classified as consultancy (27) (29) - (29)
Costs recharged to projects (158) (144) - (144)
Staff costs reported in administrative expenses (Note 5) 436 288 88 376
Average number of employees 6.7 7.25 6* 8.75*
* Average based on three months only.
Directors' remuneration:
2024 2023
Fees Salaries Pension FV of options vesting Total Fees Salaries Pension FV of options vesting Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
G.F. 36 115 1 117 269 36 115 1 7 159
Fees capitalised (21) - - - (21) (19) - - - (19)
M.C.N 6 18 - 12 36 6 18 - - 24
E.H. 6 18 - 12 36 6 18 - - 24
320 188
G.F. GreenRoc* - - - - - - 14 - 3 17
Total 27 151 1 141 320 29 165 1 10 205
GF: George Frangeskides, MCN: Michael Nott, EH: Elizabeth Henson
Note 24 gives further details of transactions with the Directors. During the
year a number of extant warrants/options were cancelled and new ones were
granted to the Directors in their place. The figures stated in the "FV of
options vesting" column arise as a result of the technical application of
applicable accounting standards to the fair valuing of share options and do
not represent actual remuneration accruing to the directors. For further
information on the valuation see Note 17. The cancellation of warrants results
in release of historic warrant expenses with a benefit of £477,000 to the
P&L reserve.
6. INCOME TAXES
The UK corporation tax rate has been applied throughout the workings below as
substantially all of the losses during the year (and historic losses in
retained earnings) have been incurred by the parent or other companies
resident in the UK for tax purposes. Using a weighted average rate would not
change the effective tax rate.
a) Analysis of charge in the period
2024 2023
£'000 £'000
United Kingdom small profits rate of corporation tax at 19% (2023: 19%) - -
Deferred taxation - -
b) Factors affecting tax charge for the period
The tax assessed on the loss for the year before tax differs from the small
profits rate of corporation tax in the UK which is 19% (2023: 19%). The
differences are explained below:
2024 2023
£'000 £'000
Loss before tax (3,523) (196)
Loss multiplied by standard rate of tax (669) (37)
Effects of:
Expenses not deductible / losses not allowable 572 197
Deferred tax assets not recognised/capital allowances not claimed 97 (160)
- -
A deferred tax asset has not been recognised in respect of timing differences
relating to tax losses and accelerated capital allowances, due to uncertainty
that the potential asset will be recovered. The aggregated losses in each of
the Group companies being Alba Mineral Resources plc and its subsidiaries as
listed in Note 13 amounted to £12,096,000 before adjustments required by
local tax rules and excluding losses on intra-group transactions (2023:
£9,105,000).
7. EARNINGS PER SHARE
The calculation of the basic loss per share is calculated by dividing the
consolidated loss attributable to the equity holders of the Company by the
weighted average number of ordinary shares in issue during the year. The
diluted earnings per share is the same as the basic earnings per share, as
warrants/options are not dilutive due to the loss for the year.
2024 2023
£'000 £'000
Loss attributable to group shareholders (3,523) (116)
Weighted average number of ordinary shares for calculating basic loss per 8,670,529,167 7,256,844,832
share
Loss per share (pence) (0.041) (0.002)
9. PROPERTY, PLANT AND EQUIPMENT
Group Land Plant, equipment and vehicles Total
£'000 £'000 £'000
Cost
At 1 December 2022 85 77 162
Additions - 30 30
At 30 November 2023 85 107 192
Additions - 10 10
At 30 November 2024 85 117 202
Accumulated Depreciation
At 30 November 2022 and at 1 December 2023 - (12) (12)
Charge for the year - (12) (12)
At 30 November 2022 - (24) (24)
Charge for the year - (14) (14)
At 30 November 2023 - (38) (38)
Net Book Value at 30 November 2024 85 79 164
Net Book Value at 30 November 2023 85 83 168
The land is part of the Clogau gold project. At the year end the land is held
at cost. No depreciation is charged as it is not a wasting asset. Plant is
part of the Clogau gold project.
10. INTANGIBLE FIXED ASSETS
Group Exploration and evaluation
£'000
Cost
At 1 December 2022 9,384
Additions 508
Deemed disposal on de-consolidation (5,637)
At 30 November 2023 4,255
Additions 651
At 30 November 2024 4,906
Amortisation and impairment
At 1 December 2022 (934)
Deemed disposal on de-consolidation 199
At 30 November 2023 and 2024 (735)
Net book value
At 30 November 2024 4,171
At 30 November 2023 3,520
The Group's intangible fixed assets relate to the Welsh gold projects (Clogau,
Dolgellau Gold and Gwynfynydd).
Management do not judge the Exploration and Evaluation costs related to those
projects to be impaired at 30 November 2024. Exploration is planned and
budgeted for in 2025 and the Group has no data at this point that suggests
that the asset value is unlikely to be recovered from successful development.
In the prior period Alba's investment in GreenRoc Strategic Materials plc was
diluted and reclassified as an investment in associate (see Note 11). The
deemed disposal above is the removal of GreenRoc's intangible assets and any
related impairments from the Group balance sheet.
At the year end the amount of liabilities (being creditors and accruals)
relating to the exploration and evaluation assets was £76,000.
11. INVESTMENT IN ASSOCIATE
Group and Company Investment in associate
£'000
Cost
As 30 November 2022 -
Deemed acquisition at remeasured value 4,318
Additions 115
Dilution of investment - deemed partial disposal (325)
Share of loss of associate (661)
At 30 November 2023 3,447
Additions 70
Dilution of investment - deemed partial disposal (223)
Share of loss of associate (238)
At 30 November 2024 3,056
During the prior period the Company's shareholding in GreenRoc dropped below
50% and was reclassified as an investment in associate at a remeasured value..
During the prior and reporting years placings by GreenRoc led to dilution of
the Group's holding in that company. These were accounted for as partial
deemed disposals for nil consideration, as they reduced the share of net
assets held by the Group and therefore losses arise. At the end of the year
the Company's shareholding in GreenRoc was 34.34%.
At 30 November 2024 the audited consolidated results of GreenRoc Strategic
Materials plc showed a loss for the year of £658,000 with net assets of
£8,914,000, comprising non-current assets of £9,935,000 and net current
liabilities of £133,000 offset by a deferred tax liability of £883,000.
12. INVESTMENTS
Investment in HHDL
Group and Company £'000
At 30 November 2022 and 30 November 2023 2,600
Repayment of loan (103)
Impairment expense (2,347)
At 30 November 2024 150
The above investment represents an investment in 18.1% (2023: 18.1%*) of the
issued share capital of Horse Hill Developments Limited ("HHDL") and
associated loans to that company accruing interest at variable rates linked to
the Bank of England base rate. Those loans and interest are treated as part of
the overall investment and as such are classified as fair value through the
profit and loss. Any interest due is subsumed within the overall investment
valuation (see Note 22).
HHDL is a private company with no stock quote. There have been no share
transactions in HHDL stock nor transactions in licence interests in the past
several years to provide any basis for valuation.
The Directors believe that the intrinsic value of the oil field has not been
diminished during the year. However, due to the combined circumstances of the
suspension of production at the site caused by an adverse Court decision
requiring planning applications to be recast and resubmitted and delays to
reporting by the majority owner, the Directors believe it is prudent to impair
the value of the investment to an estimate of the value of future cashflows
from the HH1 well, assuming reinstatement of planning permission in 2026.
The significant quantities of oil-in-place may still lead to further positive
cashflows in the future and the value of the investment will continue to be
reviewed annually.
This revised valuation is a Level 3 valuation under the IFRS 9 hierarchy, as
was the valuation in the prior year, as defined in Note 22.
The registered office of HHDL is: The Broadgate Tower, 8th Floor, 20 Primrose
Street, London, EC2A 2EW.
*In a prior period, the Company elected not to contribute its share of a cash
call. As a result, the Company's shareholding could be diluted but the impact
would be minimal, the reduction being less than 0.1% of the total issued share
capital of HHDL.
13. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Capital Contributions Loans Total
£'000 £'000 £'000 £'000
Company
At 30 November 2022 5,500 1,455 1,550 8,505
Additions - expenditure - - 440 440
Deemed disposal by dilution* (5,500) - - (5,500)
At 30 November 2023 - 1,455 1,990 3,445
Additions - expenditure - - 715 715
Increase in ECL provision - - (180) (180)
At 30 November 2024 - 1,455 2,525 3,980
The Company recognises a provision for expected credit loss against the loans
due from subsidiaries. These loans are interest-free and have no agreed terms.
For the purposes of IFRS 9 the loans were assumed to be repayable on demand.
However, management has agreed that these loans will not be recalled within 12
months from the balance sheet date so they are classified as long term.
The loans are assessed as being credit impaired on inception as the
subsidiaries have no income other than the receipt of inter-company funding
and as the loans are primarily used to fund the subsidiaries deferred
exploration expenditure. The subsidiaries would only be able to repay the
loans if they can either sell their exploration assets or develop them to the
point at which the assets generate cash flows, both of which would take time
to achieve. Therefore, at inception, it is known that the loans will not be
able to be repaid in accordance with the loan terms (that is, on demand) and
therefore they are assessed as being credit impaired.
Historic and current data has been used to derive a probability of default and
this has been applied across the portfolio of loans.
*Deemed disposal of subsidiary
During the prior year the Group's holding in GreenRoc was diluted to below
50%, with an expectation of further dilution within the same accounting
period. Management judged that once the shareholding dropped below 50%,
control had been lost and consolidation was no longer appropriate. This was
accounted for as a deemed disposal.
In the Company 2023 financial statements, the disposal was accounted for as
follows:
£'000
Book value of investment disposed of (5,500)
Retained interest remeasured and transferred to investment in associate 4,318
Loss on deemed disposal (1,182)
At 30 November 2024 the Company held the following interests in subsidiary
undertakings, which are included in the consolidated financial statements:
Name of company Country of incorporation Holding at 30 November 2024 Nature of holding Holding at 30 November 2023 Business
Aurum Mineral Resources Ltd Ireland 100% Direct 100% Exploration
Dragonfire Mining Limited England & Wales 100% Direct 100% Exploration
GMOW (Holdings) Limited England & Wales 100% Indirect 100% Holding Co.
GMOW (Operations) Limited England & Wales 100% Indirect 100% Exploration
GMOW Gwynfynydd Limited England & Wales 100% Direct 100% Exploration
Gold Mines of Wales Limited Jersey - Indirect 100% Holding Co.
Dissolved 29 November 2024
The address of the registered office of Aurum Mineral Resources Ltd is c/o
Hugh Lennon Associates, Unit 8&10 Church View, Cavan, Ireland.
The address of the registered office of Gold Mines of Wales Limited was 3(rd)
Floor, IFC5, Castle Street, St Helier, Jersey JE2 3BY. On 29 November 2024
this company was dissolved.
The registered office of Dragonfire Mining Limited is Gold Mines of Wales,
Smithfield Square, Dolgellau, Gwynedd LL40 1ES.
All the other companies have their registered office at c/o Arch Law Limited,
Huckletree Bishopsgate, 8 Bishopsgate, London EC2N 4BQ. The registered office
address during the year was 6th Floor, 60 Gracechurch Street, London EC3V 0HR
and the address change was effective on 31 January 2025.
14. TRADE AND OTHER RECEIVABLES
Group Group Company Company
2024 2023 2024 2023
Current £'000 £'000 £'000 £'000
Other debtors 76 68 40 47
Prepayments and accrued income 13 20 12 18
89 88 52 65
The fair value of trade and other receivables approximates to their book
value.
15. CASH AND CASH EQUIVALENTS
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash at bank and in hand 126 97 125 84
The fair value of cash at bank is the same as its carrying value.
16. TRADE AND OTHER PAYABLES
Group Group Company Company
2024 2023 2024 2023
Current £'000 £'000 £'000 £'000
Trade creditors 105 94 104 93
Other creditors 23 13 22 13
Accruals and deferred income 102 113 73 71
230 220 199 177
The fair value of trade and other payables approximates to their book value.
17. CALLED UP SHARE CAPITAL
2024 2024 2023 2023
Number Number
of shares £'000 of shares £'000
Issued, allotted and fully paid
Ordinary shares of 0.01 pence 10,911,209,337 1,091 7,733,688,996 773
Deferred shares of 0.9 pence 93,070,100 838 93,070,100 838
B deferred shares of 0.09 pence 3,918,351,946 3,526 3,918,351,946 3,526
Total 14,922,631,383 5,455 11,745,111,042 5,137
The Company's Articles do not specify authorised share capital. All issued
ordinary shares carry equal rights. The deferred shares do not carry any
rights to vote or dividend rights. In addition, holders of deferred shares
will only be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of the ordinary shares have received
a payment of £1,000,000 on each such share.
During the year the Company issued ordinary shares as follows:
Ordinary shares Ordinary shares Deferred shares Share premium Total
0.01 pence £'000 £'000 £'000 £'000
At 30 November 2023 7,733,688,996 773 4,364 11,119 16,256
Placings and Retail Offers net of fees 2,981,422,176 298 - 800 1,098
Payment of suppliers 62,288,642 6 - 24 30
Directors subscriptions 133,809,523 13 - 30 43
Combined roundings from above 1 - - 1
At 30 November 2024 10,911,209,337 1,091 4,364 11,973 17,428
Warrants Warrants reserve
£'000
At 30 November 2023 709,930,830 782
Warrants cancelled or expired (649,930,830) (712)
Warrants granted 360,000,000 177
At 30 November 2024 420,000,000 247
Of the warrants outstanding at 30 November 2024, all are vested and able to be
exercised. The weighted average exercise price of these vested warrants is
0.23 pence. No warrants were exercised in the year.
As at 30 November 2024 Alba had 420,000,000 warrants and options outstanding:
No. of warrants Exercise price (pence) Final exercise date Vested
60,000,000 0.16 pence 28 August 2030 Awarded under the EMI scheme. Vested.
200,000,000 0.16 pence 28 August 2030 Awarded under the EMI scheme. Vested.
60,000,000 0.4 pence 13 January 2027 Vested.
60,000,000 0.42 pence 2 May 2028 Vested.
40,000,000 0.16 pence 28 August 2030 Vested.
420,000,000* At 30 November 2024
As at 30 November 2023 Alba had 709,930,830 warrants and options outstanding:
No. of warrants Exercise price (pence) Final exercise date Vested
60,000,000 0.4 pence 13 January 2027 Awarded under the EMI scheme. Vested.
60,000,000 0.42 pence 2 May 2028 Awarded under the EMI scheme. Vested.
50,000,000 0.16 pence 31 December 2023 Vested.
200,000,000 0.16 pence 28 August 2030 Awarded under the EMI scheme. Vested.
8,000,000 0.5 pence 7 December 2023 Vested.
81,930,830 0.4 pence 31 August 2024 Vested.
250,000,000 0.2 pence 16 November 2024 Vested.
709,930,830 At 30 November 2023
(*) All extant warrants at 30 November 2024 fall within the scope of IFRS 2
"Share-based Payments".
On 11 December 2023 the Company announced that a number of options/warrants
were to be cancelled and new options/warrants issued in their place. The fair
value of the warrants issued, calculated using a Black Scholes model was
£177,000. Within the meaning of the IFRS 13 fair value hierarchies, this is a
Level 2 valuation. It is based on a risk-free rate of 10 year gilts on the
date of grant, a dividend yield of nil, the life of the options, the share
price at the date of issue of the warrants and the strike prices of the
warrants. The volatility was derived from the quoted prices for the Company's
shares in the 12-month period prior to the issue of the respective warrants.
The cancellation of corresponding warrants released £477,000 to reserves from
the warrant reserve.
18. NON-CONTROLING INTERESTS
Mauritania Ventures Ltd GreenRoc Strategic Materials plc Total NCIs
£'000
At 30 November 2022 (9) 2,240 2,231
Write back on dissolution 9 - 9
Share of losses to de-consolidation - (80) (80)
Share of reserve movements to de-consolidation - 335 335
Deemed disposal of subsidiary - (2,495) (2,495)
At 30 November 2023 and 30 November 2024 - - -
During the prior year the Group de-consolidated GreenRoc in a deemed disposal
due to dilution. Thereafter the Group's investment in GreenRoc was recognised
as an investment in associate. For further details see Notes 2, 3 and 11.
At prior year end the Group recognised the non-controlling interest in
GreenRoc at the non-controlling interest's proportionate share of the entity's
net identifiable assets as included in the Group balance sheet. These differed
from the assets presented in the standalone GreenRoc Strategic Materials plc
Report and Accounts due to consolidation entries, including elimination of
fair valuation uplift generated in the IPO in 2021, judged by management to be
intragroup profit.
The Report and Accounts of GreenRoc Strategic Materials plc can be found on
its website www.greenrocmining.com.
19. LEASES
The Company has no lease or rental commitments within scope of IFRS 16.
Expenditure on short-term leases during the year was £22,000 (2023:
£25,000).
20. CAPITAL COMMITMENTS
At year end the Group had no capital commitments.
21. CONTINGENT LIABILITIES
A 1% net smelter royalty agreement remains in place with the previous owner of
the Clogau gold project. The Group has no obligations under this agreement
until such time as gold is produced and sold.
Under the terms of agreements with the Crown Estate, a 4% net smelter royalty
is also due to the Crown on any gold produced and sold.
22. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise investments, cash at bank and
various items such as debtors, loans and creditors. The Group has not entered
into derivative transactions, nor does it trade financial instruments as a
matter of policy.
Credit risk
The Group's credit risk arises primarily from cash at bank, debtors and the
risk the counterparty fails to discharge its obligations. As at 30 November
2024, debtors included £22,000 that was past due but not impaired (2022:
£25,000). Given the low number and value of debtors, management considers
recoverability of any overdue amount individually on an annual basis.
The Company's credit risk primarily arises from intercompany debtors and this
is reviewed annually in the course of reviewing the Expected Credit Loss
provision required under IFRS 9. See Note 13 for more details.
Funding risk
Funding risk is the possibility that the Group might not have access to
the financing it needs. The Group's continued future operations depend on the
ability to raise sufficient working capital through the issue of equity share
capital. The Directors are confident that adequate funding will be forthcoming
with which to finance operations. The Board has a strong track record of
raising funds as required. Controls over expenditure are carefully managed and
activities planned to ensure that the Group has sufficient funding.
Liquidity risk
Liquidity risk arises from the management of cash funds and working capital.
The risk is that the Group will fail to meet its financial obligations as they
fall due. The Group operates within the constraints of available funds and
cash flow projections are produced and regularly reviewed by management.
At 30 November 2024 the management considers that the liquidity risk is not
material as the Group holds liquid assets with a value in excess of any near
term cash requirements.
Future liquidity risk is addressed in Note 1 under the heading "Going
Concern".
Interest rate risk profile of financial assets
Excluding the investment in HHDL, the only financial assets (other than short
term debtors) are cash at bank and in hand, which comprises money at call. The
interest earned in the year was nil. The Directors believe the fair value of
the financial instruments is not materially different to the book value.
The investment in HHDL includes a loan element. Under an investment agreement
those loans attract interest. Loans plus interest become payable once HHDL has
surplus cash. As the Group / Company treats the loan as held at fair value
through profit and loss, any interest credit is subsumed within the fair value
movement.
Foreign currency risk
The Group has an Irish subsidiary, which can affect the Group's sterling
denominated reported results as a consequence of movements in the
sterling/euro exchange rates. The Group also incurs costs denominated in
foreign currencies (primarily
Danish Krone) which gives rise to short term exchange risk. The Group does not
currently hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the year-end. No sensitivity analysis has
been performed.
Market risk
Following the acquisition of the investment in Horse Hill Developments Limited
("HHDL"), the Group is exposed to market risk in that the value of the
investment would be expected to vary depending on the price of oil and the
future cash calls will,
to an extent, depend on the revenue generated from oil produced from well
testing activities. However, for various reasons stated earlier in this
document, the value of the investment has been impaired and as such the value
remaining in the balance sheet is not material.
Categories of financial instrument
Group Group Company Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Financial assets
Investments at fair value through profit or loss:
Investment in HHDL (Note 12) 150 2,600 300 2,600
Held at amortised cost:
Trade and other receivables 76 68 40 47
Cash and cash equivalents 126 97 125 84
Intercompany receivables net of expected credit losses - - 2,525 1,992
352 2,765 2,990 4,723
Financial liabilities
Held at amortised cost:
Trade and other payables 230 107 199 106
Valuation of financial instruments
Under IFRS 9 the valuation of financial instruments is categorised based on
the inputs used to generate the valuation as follows:
Level 1: The fair value of financial instruments traded in active markets
(such as publicly traded derivatives, and equity securities) is based on
quoted market prices at the end of the reporting period. The quoted market
price used for financial assets held by the group is the current bid price.
These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market (for example, over-the-counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely
as little as
possible on entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included in level
2.
Level 3: If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3. This is the case for
unlisted equity securities.
The Group's financial instruments by valuation method:
Level 3 Total
Note £'000 £'000
Financial assets held at FVTPL
Investment - FV at 30 November 2023 2,600 2,600
Repayments (103) -
Impairment expense (2,347) -
Investment - FV at 30 November 2024 12 150 2,600
Financial liabilities held at FVTPL - -
For more information on the valuation bases see the relevant Notes referred to
above.
The investment in HHDL includes loans of £2,126,000 plus accrued interest.
These were designated as fair value through the profit and loss on recognition
as they form part of the Company's investment in Horse Hill Developments
Limited. The loans are not valued separately from the investment and have thus
been impaired too.
23. CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mining and exploration
activities to provide returns for shareholders. The Group's funding comprises
equity and debt. The Directors consider the Company's capital and reserves to
be capital. When considering the future capital requirements of the Group and
the potential to fund specific project development via debt, the Directors
consider the risk characteristics of all the underlying assets in assessing
the optimal capital structure.
24. RELATED PARTY TRANSACTIONS
All related party transactions have been conducted at arm's length.
Fees charged by Directors are detailed below and also shown in Note 6.
"Directors' emoluments and staff costs".
Company
Transactions between the Company and its subsidiaries, which are related
parties of the Company, have been eliminated on consolidation. The loan
balances and transactions in the year with the subsidiaries are disclosed in
Note 13. Details of transactions between the Company and other related parties
are disclosed below.
Group
Alba charged GreenRoc Strategic Materials plc £83,000 during the year for
services from its personnel on an arm's length basis as per the Relationship
agreement signed on IPO in September 2021 plus certain costs incurred on their
behalf.
For his role of Chairman, GreenRoc Strategic Materials plc paid George
Frangeskides (Executive Chairman of Alba) a salary equivalent to £54,000 for
the year.
Stirling Corporate Limited, which George Frangeskides, a director of the
Company, controls, charged the company £1,000 during the year for historic
costs incurred in the course of work performed on behalf of the Group. This
amount was outstanding at year end.
Aetos Consulting Limited, a company which George Frangeskides, a director of
the Company, jointly controls, provided the Group with consultancy services
for which £36,000 has been accrued (2023 £36,000) and billed the Group
£1,000 for expenses incurred. Of these fees, £20,775 represents work carried
out specifically on the advancement of the Group's project portfolio and has
therefore been capitalised.
As at the year-end £57,000 (2023: £56,000) was owed to Aetos Consulting
Limited and £36,000 (as noted above) was accrued for invoices expected. There
are no terms and conditions associated with the outstanding balance.
Woodridge Associates, a trading name of Michael Nott, a director of the
Company, charged the Group fees of £6,000 for consultancy services during the
year.
Ixia Advisers, a company controlled by Elizabeth Henson, a director of the
Company, charged the Group fees of £6,000 for consultancy services during the
year.
As announced during May 2024, the Company subscribed for £70,000 (3,888,890
shares) in GreenRoc Strategic Materials plc in a placing. George Frangeskides
and Michael Nott also subscribed for £9,500 (527,777 shares) and £5,000
(277,777 shares) respectively on the same terms.
During November 2024, both George Frangeskides and Elizabeth Henson subscribed
for 66,666,667 and 10,000,000 shares respectively in the Company. During July
2024, George Frangeskides and Michael Nott also subscribed for 48,571,428 and
8,571,428 shares respectively in Alba.
25. EVENTS AFTER THE REPORTING PERIOD
Corporate
In January 2025 the Company announced that it had exercised the option over
the Finnsbo Rare Earth Project in Sweden, giving it the right to earn into the
Finnsbo Project in stages with the first stage comprising the right to spend
£100k on qualifying expenditure over a 12-month period in order to earn a 25%
interest in in the Project, with the further right thereafter to earn or
acquire in further stages up to a 100% interest in the Project.
In March 2025 the Company announced a placing to raise £75,000.
Clogau Gold Project
In December 2024 the Company announced the manufacture of three 1oz gold coins
from gold produced from sampling activities at the Clogau-St David's gold
mine.
The first coin was successfully auctioned in April 20252025 for £20,000, 8.5x
the gold spot price. Later in April the second and third coins were sold
privately for £21,000 each.
In April 2025 the Company also announced results from processing some of its
ore stockpile, with the refining of fines from an earlier waste tip trenching
exercise returning average head grades of 9.2 g/t.
GreenRoc Strategic Materials plc
During the period from December 2024 to date, GreenRoc has made several
announcements via RNS published on their website. This included a placing, in
which Alba participated by subscribing £50,000.
26. ULTIMATE CONTROLLING PARTY
The Directors consider there is no ultimate controlling party.
**ENDS**
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Forward Looking Statements
This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market, financial and business conditions, competition
for and availability of qualified staff and contractors, regulatory processes
and actions, technical issues, new legislation, uncertainties resulting from
potential delays or changes in plans, uncertainties resulting from working in
a new political jurisdiction, uncertainties regarding the results of
exploration, uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the timing and granting of regulatory and
other third party consents and approvals, uncertainties regarding the
Company's or any third party's ability to finance, execute and implement
future plans and programmes, and the occurrence of unexpected events. Actual
results achieved may vary from the information provided herein as a result of
numerous known and unknown risks and uncertainties and other factors.
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Contact Details
Alba Mineral Resources plc +44 20 3950 0725
George Frangeskides, Executive Chairman
SPARK Advisory Partners Limited (Nomad) +44 20 3368 3555
Andrew Emmott
CMC Markets plc (Broker) +44 20 3003 8632
Thomas Smith / Douglas Crippen
Alba's Projects & Investments
Projects Operated by Alba Location Ownership
Clogau (gold) Wales 100%
Dolgellau Gold Exploration (gold) Wales 100%
Gwynfynydd (gold) Wales 100%
Investments Held by Alba Location Ownership
GreenRoc Strategic Materials Plc (graphite - anode) Greenland 28.01%
Horse Hill (oil) England 11.765%
Earn-in Projects Location Earn-in Rights
Finnsbo (rare earths, copper, gold) Sweden Up to 100%
Optioned Projects Location Further details
Norrby (gold, other metals) Sweden RNS 6/11/24
Glava (copper, gold) Sweden RNS 6/11/24
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