REG - Alkemy Capital Invs. - Annual Report & Financial Statements
28/05/2026 07:00
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RNS Number : 9406F Alkemy Capital Investments PLC 28 May 2026
28 May 2026
Alkemy Capital Investments Plc
Annual Report & Financial Statements
Alkemy Capital Investments plc ("Alkemy") (ALK:LSE) (JV2:FRA) is pleased to
announce the publication of its audited Annual Report and Accounts for the
year ended 31 January 2026 (the "Annual Report"). The Annual Report is
available on the Company's website, www.alkemycapital.co.uk
(http://www.alkemycapital.co.uk) and is set out in full below.
Further information
For further information, please visit Alkemy's
website: www.alkemycapital.co.uk (http://www.alkemycapital.co.uk/) or TVL's
website www.teesvalleylithium.co.uk (http://www.teesvalleylithium.co.uk/) .
-Ends-
Alkemy Capital Investments Plc Tel: 0207 317 0636
info@alkemycapital.co.uk (mailto:info@alkemycapital.co.uk)
Zeus Tel: 0203 829 5000
Chairman's Statement
I have great pleasure in presenting our Annual Report for the year ended 31
January 2026.
Alkemy Capital Investments plc ("Alkemy") was formed to invest in the critical
minerals sector. Our strategy is to finance and develop projects at the asset
level through a combination of project-related debt, institutional equity, and
strategic partnerships. As a holding company, our focus is on fostering the
growth of our subsidiaries while upholding high standards of operational
excellence, sustainability, and innovation.
Our principal asset, Tees Valley Lithium Limited ("TVL"), continued to make
significant progress during the year as it advanced the development of the
UK's flagship lithium refinery in Teesside. The project is being developed to
produce battery-grade lithium hydroxide for the European electric vehicle and
energy storage supply chain, supporting the broader industrial and critical
minerals ambitions.
Over the course of the year, TVL achieved several important milestones across
engineering, commercial development, project positioning, and strategic
engagement. The company completed its Front End Engineering Design ("FEED")
activities, further refining the project configuration, process integration,
and site layout to optimise both capital efficiency and operational
performance. During this process, TVL continued to strengthen its
relationships with leading engineering, construction, and technology partners
while advancing discussions across the supply chain to support future
operations. The Board is particularly encouraged by the continued development
of TVL's commercial framework. During the period, TVL entered into a binding
offtake agreement with a wholly owned subsidiary of Glencore plc covering a
significant proportion of the refinery's initial production capacity. The
agreement represented an important milestone for the project, providing
further validation of market interest in domestic European lithium refining
capacity and supporting the continued development of TVL's long-term
commercial strategy.
A major achievement during the year was the continued maturation of the
project's infrastructure strategy and site development activities. TVL secured
and progressed a strategically located site within the Teesside industrial
cluster, providing access to existing infrastructure, utilities, logistics
connectivity and an experienced industrial workforce. The Board believes the
advantages of locating within an established chemical and industrial hub
continue to differentiate the project relative to many competing European
developments. The macroeconomic and geopolitical backdrop has continued to
reinforce the strategic importance of domestic refining capacity. Across
Europe, governments and industry increasingly recognise the need for resilient
and diversified battery raw material supply chains amid ongoing concentration
and evolving industrial policy. In the UK this has been reflected through the
Government's Critical Minerals Strategy and ambitions to support approximately
50,000 tonnes per annum of domestic lithium chemical production capacity by
the mid 2030s. Against this backdrop, TVL has continued to attract growing
strategic interest as a large-scale UK lithium conversion project.
Looking ahead, the Board's focus remains on advancing TVL through construction
and into commercial production. Key priorities over the coming year include
financing workstreams, continued development of strategic supply and customer
partnerships, finalisation of major project contracts and conclusion of
planning activities. Whilst challenges remain in delivering projects of this
scale and complexity, the Board believes Alkemy and TVL are well positioned to
capitalise on the growing demand for strategically important battery materials
infrastructure in Europe. We remain committed to developing a project that can
play a meaningful role in supporting industrial growth, supply chain
resilience and the energy transition.
On behalf of the Board, I would like to thank or employees, shareholders,
advisers, and partners for their continued support during the year.
Paul
Atherley
Non-Executive
Chairman
27 May 2026
Strategic Report
The Directors present the Strategic Report of the Group for the year ended 31
January 2026.
Review of business and future developments
The Company was incorporated and registered in England and Wales on 21 January
2021 and on 27 September 2021 was admitted to the Standard Listing segment of
the Official List of the UK Listing Authority and to trading on the London
Stock Exchange.
In 2022 the Company incorporated wholly-owned subsidiary TVL with an objective
to design, finance and construct a plant to produce lithium hydroxide
monohydrate from lithium sulphate or carbonate feedstock, becoming a key
supplier to the UK and European battery cell manufacturers (the "Project").
The principal activity of the Company is to act as the holding company to TVL,
an operating subsidiary and the Company aims to implement an operating
strategy with a view to generating value for its shareholders through the
creation of the Project.
Key developments for the Group during the course of the financial year and
following the year end included the following:
· In February 2025 the Company announced the appointment of Vikki
Jeckell as CEO of TVL and the commencement of the FEED study.
· In March 2025 the Company announced that TVL had entered into an
exclusive negotiation period with Touchstone Capital Partners to finalise a
long-term binding feedstock agreement for over 100,000 tonnes of lithium
carbonate equivalent. This agreement, if secured, would provide the primary
lithium feedstock to fully support at least the first five years of production
at TVL's refinery, producing 24,000 tonnes per annum of battery-grade lithium
hydroxide. Alongside this, TVL's existing Heads of Terms with Wogen Resources
Ltd remains an important element of its supply strategy, providing additional
flexibility and continuity as TVL ramps up operations. Touchstone is fully
financing the development of a high-grade lithium brine project and this
combination of supply sources will ensure that TVL has a stable, long-term,
and diversified feedstock position, reinforcing its potential to deliver a
secure and sustainable lithium hydroxide supply chain for Europe's battery
industry.
· In May 2025 the Company announced that it had entered into an
exclusivity agreement with Ara Advisors LLC, a global private equity firm
specialising in industrial decarbonisation, in connection with a proposed
strategic investment in TVL.
· In June 2025 the Company announced that it has completed an
oversubscribed subscription to raise £500,000.
· In July 2025 the Company announced that it had secured a £5m
debt facility to provide funding for the FEED study and that a non-binding
term sheet had been received from Ara Partners to lead the equity investment
of the Project at the construction stage.
· In August 2025 the Company announced that TVL had appointed Gemma
Cooper as its Chief Commercial Officer.
· In October 2025 the Company announced that TVL had appointed
Richard Rose as its Chief Operating Officer.
· In November 2025 the Company announced that ABG Sundal Collier
had been engaged to lead TVL's US$245m Bond and Equity Financing.
· In January 2026 the Company announced the signing of a binding
offtake agreement with a wholly-owned subsidiary of Glencore plc for the
supply of battery grade lithium hydroxide.
· In February 2026 the Company announced the completion of TVL's
FEED Study.
· In February 2026 the Company announced the signing of heads of
terms with Wates Construction Limited for a pre-construction services
agreement.
Alkemy was formed to invest in the critical minerals sector. As a holding
company its strategy is to foster the growth and expansion of its
subsidiaries, steering them towards operational excellence and sustainable
practices and to finance the development of these individual businesses at the
asset level through project related debt, and institutional equity or
strategic partnerships.
TVL is currently in discussions with a number of leading financial
institutions and potential strategic partners for the financing of its
Teesside refinery. The US$245m (approx. £178m) approximate capital cost of
train 1 is expected to be financed with a mix of debt, strategic equity
finance and grant funding, all at project level.
Having secured feedstock for its first train, a key component for these
financing discussions, TVL's primary short term focus is to consummate
discussions with leading financial institutions and strategic partners to
obtain project-level funding that will enable it to reach a final investment
decision for the project finance.
Key performance indicators
When the Group reaches a final investment decision for the project finance,
financial, operational, health, safety, and environmental KPIs will become
more relevant and reported upon as appropriate. As a result, the Directors are
of the opinion that analysis using KPI's is not appropriate for an
understanding of the business at this time.
Principal risks and uncertainties
The principal risks and uncertainties currently faced by the Group are set out
further in the Risk Management Report.
Gender analysis
A split of the Directors, senior managers and employees by gender at the end
of the financial year is as follows:
Male - 3 (2 directors)
Female - 2 (1 director)
The Group recognises the need to operate a gender diverse business. The Board
will also ensure any future employment takes into account the diversity
requirements and compliance with all employment law. The Board has experience
and sufficient training and qualifications in dealing with such issues to
ensure they would meet all requirements.
Corporate social responsibility
The Group aims to conduct its business with honesty, integrity and openness,
respecting human rights and the interests of shareholders and employees. The
Group aims to provide timely, regular and reliable information on the business
to all its shareholders and conduct its operations to the highest standards.
The Group strives to create a safe and healthy working environment for the
wellbeing of its staff and to create a trusting and respectful environment,
where all members of staff are encouraged to feel responsible for the
reputation and performance of the Group.
The Group aims to establish a diverse and dynamic workforce with team players
who have the experience and knowledge of the business operations and markets
in which we operate. Through maintaining good communications, members of staff
are encouraged to realise the objectives of the Group and their own potential.
Corporate environmental responsibility
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations and there have been
no instances of non-compliance in respect of environment matters.
The Group's policy is to minimize the risk of any adverse effect on the
environment associated with its activities with a thoughtful consideration of
key areas such as energy use, pollution, transport, renewable resources,
health and wellbeing. The Group also aims to ensure that its suppliers and
advisors meet with their legislative and regulatory requirements and that
codes of best practice are met.
Section 172(1) Statement - Promotion of the Group for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Group for the benefit of its members as a whole, as required by
s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
1. Consider the likely consequences of any decision in the
long term,
2. Act fairly between the members of the Group,
3. Maintain a reputation for high standards of business
conduct,
4. Consider the interests of the Group's employees,
5. Foster the Group's relationships with suppliers, customers
and others, and
6. Consider the impact of the Group's operations on the
community and the environment.
The pre-revenue nature of the business is important to the understanding of
the Group by its members, employees and suppliers, and the Directors are as
transparent about the cash position and funding requirements as is allowed
under LSE regulations.
The application of the s172 requirements can be demonstrated in relation to
some of the key decisions made during 2025 financial year and after the year
end:
· The appointment of Vikki Jeckell as CEO of TVL and the
commencement of the FEED study.
· The entering into of an exclusive negotiation period with
Touchstone Capital Partners to finalise a long-term binding feedstock
agreement for over 100,000 tonnes of lithium carbonate equivalent.
· The entering into of an exclusivity agreement with private equity
firm Ara Advisors LLC in connection with a potential strategic investment in
TVL.
· The completion an over subscribed subscription to raise
£500,000.
· The securing of a £5m debt facility to provide funding for the
FEED study and that a non-binding term sheet had been received from Ara
Partners to lead the equity investment of the project at the construction
stage.
· The appointment of Gemma Cooper as Chief Commercial Officer of
TVL.
· The appointment of Richard Rose as Chief Operating Officer of
TVL.
· The engagement of ABG Sundal Collier to lead TVL's US$245m Debt
and Equity Financing.
· The signing of a binding offtake agreement with a wholly-owned
subsidiary of Glencore plc for the supply of battery grade lithium hydroxide.
· The completion of TVL's FEED Study.
· The signing of heads of terms with Wates Construction Limited for
a pre-construction services agreement.
The Board takes seriously its corporate social responsibilities to the
environment in which it works which will become more relevant once the Project
has reached the appropriate stage of development.
Paul Atherley
Non-Executive Chairman
27 May 2026
Board of Directors
Paul Atherley - Non-Executive Chairman
Paul Atherley is a highly experienced senior resources executive with wide
ranging international and capital markets experience. He graduated as mining
engineer from Imperial College London and has held a number of senior
executive and board positions. Paul is currently Chairman of LSE listed
Pensana Plc.
Paul is based in London and has broad experience in raising debt and equity
finance for resource companies. He served as Executive Director of the
investment banking arm of HSBC Australia where he undertook a range of
advisory roles in the resources sector. He has completed a number of
acquisitions and financings of resources projects in Europe, China, Australia
and Asia.
Paul is a strong supporter of Women in STEM and has established a scholarship
which provides funding for young women to further their education in science
and engineering.
Sam Quinn - Non-Executive Director
Sam Quinn is a corporate lawyer with over 20 years' worth of experience in the
natural resources sector, in both legal counsel and management positions. Sam
is a principal of Silvertree Partners, a London-based specialist corporate
services provider for the natural resources industry. In addition Sam holds
various other Non-Executive Directorships and company secretarial roles for
listed and unlisted natural resources companies. During time spent in these
roles, Sam has gained significant experience in the administration, operation,
financing and promotion of natural resource companies.
Previously, Sam worked as the Director of Corporate Finance and Legal Counsel
for the Dragon Group, a London based natural resources venture capital firm
and as a corporate lawyer for Jackson McDonald Barristers & Solicitors in
Perth, Western Australia and for Nabarro LLP in London.
Helen Pein - Non-Executive Director
Helen Pein has over 35 years' experience in the natural resources sector and
currently serves as a Director of Pan Iberia Ltd, Trident Royalties Plc and
Panex Resources Pty Ltd.
Helen is the current CEO of Goldrange Resources, a private company focused on
gold exploration in Africa. She was previously a Director at Pangea
Exploration Pty Ltd, a company affiliated with Denham Capital, where she was
part of the team responsible for discovering several world-class gold and
mineral sands deposits across Africa. Helen has also served as a technical
advisor to various listed and private resource companies, and as a
Non-Executive Director of a US-based SPAC. She is a recipient of the Gencor
Geology Award.
Directors' Report
The Directors present their annual report together with the financial
statements and Auditor's Report for the year ended 31 January 2026. The
following information is not presented in the Directors' report as it is
presented in the Strategic Report in accordance with s414C(11); Review of
business, Key Performance Indicators, Principal risks and uncertainties,
Gender analysis, Corporate social responsibility, Corporate environmental
responsibility, Section 172(1) statement. Director's remuneration is detailed
in the Directors' Remuneration Report.
Results and dividends
The results of the Group for the year ended 31 January 2026 are set out in the
Statement of Comprehensive Income. The Directors do not recommend the payment
of a dividend for the year.
Directors and Directors' interests
The Directors who served during the year to date are as follows:
Paul Atherley
Sam Quinn
Helen Pein
Vikki Jeckell (resigned 10 November 2025)
The beneficial shareholdings of the Board in the Company as at 31 January 2026
were as follows:
Number of ordinary shares % of issued share capital Share options
P Atherley 3,547,226 33.05% 400,000
S Quinn 533,095 4.97% 365,000
H Pein 40,142 0.37% 100,000
Director incentives
Details on Directors remuneration can be found in the Directors' Remuneration
Report.
Substantial shareholders
As at the date of this Report, the total number of issued Ordinary Shares with
voting rights in the Company was 10,976,625. The Company has been notified of
the following interests of 3 per cent or more in its issued share capital as
at the date of this report.
Shareholder Number of ordinary shares % of issued share capital
Paul Atherley 3,547,226 32.32%
Sam Quinn 533,095 4.86%
Corporate governance
The Group has set out its full Corporate Governance Statement on pages 21-22.
The Corporate Governance Statement forms part of this Directors' Report and is
incorporated into it by cross reference.
Greenhouse gas disclosures
As the Group remains in the early stages of development without any current
physical operations across its portfolio of projects, it is not practical to
obtain and analyse emissions data for the Group operations. However, given the
minor level of physical operations in the year, and the lack of any plant or
office space, the carbon footprint and climate change impact of the Group's
operations are considered to be negligible, and in any event below the 40 MWh
threshold prescribed for detailed emissions disclosures.
As such, the Group does not consider it relevant to provide climate related
disclosures under TCFD guidelines, nor would determination of the relevant
emissions data be practical. Once the Group has commenced the construction of
physical premises across any of its projects, and hence transitioned into an
operating company, it will revisit its position on climate disclosures
accordingly and in the meantime will continue to monitor climate related risks
at a strategic level.
Supplier payment policy
The Group's current policy concerning the payment of trade payables is to
follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre
Point, 103 New Oxford Street, London WC1A 1DU).
The Group's current policy concerning the payment of trade payables is to:
· settle the terms of payment with suppliers when agreeing the
terms of each transaction;
· ensure that suppliers are made aware of the terms of payment by
inclusion of the relevant terms in contracts; and
· pay in accordance with the Group's contractual and other legal
obligations.
Financial instruments and risk management
The Group is exposed to a variety of financial risks and the impact on the
Group's financial instruments are summarised in the Risk Management Report.
Details of the Group's financial instruments are disclosed in notes to the
financial statements.
Directors' insurance
The Group has implemented Directors and Officers Liability Indemnity
Insurance.
Events after the reporting year
On 3 February 2026 the Company announced the completion of its FEED study for
the lithium processing plant in Teesside, England. The FEED study included a
revision to the assessed project economics including total capex estimate of
US$244m and post completion EBITDA estimates of US$66m per annum based on
25,000 tpa of production.
On 4 February 2026 the Company issued 70,446 ordinary shares of 2p through
conversion of debt at a price of £3.48 per share.
On 5 February 2026 the Company announced the allotment of 685,000 long term
incentivisation share awards to directors and senior management of the Company
and its subsidiary TVL. Pricing of the share awards based on a 30 day VWAP
was £3.59 per share with the awards being as follows:
Director/Senior Management Position Number of New Share Awards Granted
Paul Atherley Chairman 175,000
Sam Quinn Director 175,000
Helen Pein Director 30,000
Vikki Jeckell CEO, TVL 175,000
TVL Senior Management 130,000
On 12 February 2026 the Company announced it had entered into an agreement
with Watercycle Technologies and Circulor UK Limited to advance the
integration of on-site lithium recovery using deployed UK technology, with the
potential to unlock up to c.US$16 million per annum of otherwise lost lithium
value. They also establish a framework for up to 50,000 tonnes of additional
recycled lithium feedstock and embed digital tracking capability at a batch
level. Together these measures strengthen project economics, increase access
to recycled feedstock and ensure future UK and EU Battery Regulatory
compliance as TVL progresses toward construction.
On 24 February 2026 the Company announced it had entered into a heads of terms
with Wates Construction Limited for Pre Construction Services to progress
pre-construction activities, bringing in relevant local industrial,
construction and MEP experience from its Construction and SES divisions and
strengthens the Project's readiness as it transitions into execution.
On 27 February 2026 the Company announced the conversion of £500,000 of debt
into 143,587 new ordinary shares at a conversion price of £3.48 per share.
On 19 March 2026 the Company announced the allotment of 100,000 new ordinary
shares to Wave International at a price of £3.97 per share in connection with
engineering and project development services provided to the Company, while at
the same time issuing 61,004 warrants for new shares with an exercise price of
£6.15 per share and exercisability period of 48 months.
On 24 April 2026 the Company provided an update on its Teesside project
progress, including the entering into of an MOU with Buxton Lime for the
provision of long term quicklime supply and the completion of ecological
studies at its Billingham site where no adverse findings were reported.
Going concern
As part of their assessment of going concern, the Directors have prepared cash
forecasts to determine the funding requirements of the business over the 18
months from the reporting date. Cash requirements over this period have been
projected in the range of a £3m minimum (decelerated project development
case) to £4.2m + (accelerated project development case) depending on the
level of technical project development work being undertaken, as determined by
funding availability. These cashflows have been prepared on a "pre - project
finance / FID" basis and assumes the Company will continue to develop the
Project over this period without moving to FID. Should the Company be in a
position to secure project financing and undertake FID in this period then the
funding requirements will be substantially greater, as met by project finance
and other funding availability forming part of the investment decision.
As at the date of this report, the Directors are considering a variety of
funding options from numerous parties to consider the option best suited to
balancing the immediate cash flow needs of the business and desire to
accelerate the project development timeframe against the need to avoid
unnecessary dilution of the shareholders during a period of depressed equity
market prices. Options ranging from:
· project level debt or strategic equity which would provide
sufficient funding to accelerate the project development program over the
period of consideration, including general working capital requirements;
· market equity placings to secure working capital funding needs
whilst project development funding opportunities continue to be assessed;
· convertible and term loan lending facilities which may act as a
hybrid of working capital and project development funding, allowing
progression of project development at a less accelerated rate that would be
the case under a more substantial project lending facility;
· any combination of the above.
The Board remains in detailed discussions on the above funding opportunities
and anticipates concluding this process in the medium term. The Directors are
therefore reasonably confident that the necessary funding will be secured, as
and when required, by executing on one of the above options under
consideration, such that the Directors have a reasonable expectation that the
Group will continue in operational existence for the next 12 months. However
as successful execution of one of the above fundraising options cannot be
assured, a material uncertainty exists which may cast significant doubt on the
ability of the Company and Group to continue as a going concern and realise
its assets and discharge its liabilities in the normal course of business.
Accordingly, the Directors believe that as at the date of this report it is
appropriate to continue to adopt the going concern basis in preparing the
financial statements.
Disclosure of information to Auditor
The Directors confirm that:
· So far as each Director is aware, there is no relevant audit
information of which the company's auditor is unaware; and
· The Directors have taken all steps that they ought to have taken
as Directors in order to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
Auditor
A resolution proposing the re-appointment of Crowe U.K. LLP as auditor will be
put to shareholders at the Annual General Meeting.
This Directors' Report has been approved by the Board and signed on its behalf
by:
Paul Atherley
Non-Executive Chairman
27 May 2026
Directors' Remuneration Report
The Board periodically reviews the quantum of Directors' fees, taking into
account the interests of shareholders and the performance of the Company and
the Directors.
The Directors who held office at 31 January 2026 are summarised as follows:
Name of Director Position
P Atherley Non-Executive Chairman
S Quinn Non-Executive Director
H Pein Non-Executive Director
Directors' Letters of appointment
Letter of Appointment - Paul Atherley
Pursuant to a letter of appointment dated 21 September 2021 between the
Company and Mr Atherley, Mr Atherley is engaged as Chairman with fees of
£24,000 per annum. The appointment can be terminated by either party on three
months written notice.
Letter of Appointment - Sam Quinn
Pursuant to a letter of appointment dated 21 September 2021 between the
Company and Sam Quinn, Mr Quinn is engaged as a Non-Executive Director with
fees of £18,000 per annum. In addition Sam Quinn will be remunerated for
additional work performed for the Company which is outside the scope of his
service agreements, including consultancy and management services, at a rate
of £1,000 per day subject to a maximum of 3 days per calendar month. The
appointment can be terminated by either party on three months written notice.
Letter of Appointment - Helen Pein
Pursuant to a letter of appointment dated 21 September 2021 between the
Company and Helen Pein, Helen is engaged as a Non-Executive Director with fees
of £18,000 per annum. In addition Helen Pein will be remunerated for
additional work performed for the Company which is outside the scope of her
service agreements, including project due diligence, consultancy and
management services at a rate of £1,000 per day subject to a maximum of 3
days per calendar month. The appointment can be terminated by either party on
three months written notice.
Consultancies
Pursuant to a consultancy agreement between the Group and Selection Capital
Investments Limited, Paul Atherley is engaged as Key Personnel (as defined
under the consultancy agreement) contracted to provide services to the Group
in consideration of payment of £7,000 per month.
Pursuant to a consultancy agreement dated 1 October 2021 between the Company
and Lionshead Consultants Limited ("Lionshead"), a company of which Sam Quinn
is a director and sole shareholder, Lionshead is contracted to provide
services to the Company in consideration of payment of £5,000 per month.
Terms of appointment
The services of the Directors are provided under the terms of letters of
appointments, as follows:
Director Year of appointment Number of periods completed Date of current engagement letter
P Atherley 2021 5 21 September 2021
S Quinn 2021 5 21 September 2021
H Pein 2021 5 21 September 2021
Consideration of shareholder views
The Board considers shareholder feedback received. This feedback, plus any
additional feedback received from time to time, is considered as part of the
Group's annual policy on remuneration.
Policy for salary reviews
The Group may from time to time seek to review salary levels of Directors,
taking into account performance, time spent in the role and market data for
the relevant role. It is intended that there will be a salary review during
the next year as the Company achieves key milestones.
Policy for new appointments
It is not intended that there will be any new appointments to the Board in the
near term. It is intended however that a review of the Board will take place
on the achievement of key milestones including funding and project
development.
Directors' emoluments and compensation (audited)
Remuneration attributed to the Directors' during the year ended 31 January
2026 was as follows (all figures are stated in GBP):
Year Ended 31 January 2026:
Director Directors fees Salary/Consulting fees Total remuneration
P Atherley £48,000 £138,209 £186,209
S Quinn £36,000 £68,811 £104,811
H Pein £18,000 - £18,000
V Jeckell £202,279 £145,000 £347,279
Total £304,279 £352,020 £656,299
Year Ended 31 January 2025:
Director Directors fees Salary/Consulting fees Total remuneration
P Atherley 57,274 108,500 165,774
S Quinn 45,274 60,000 105,274
H Pein 18,000 - 18,000
V Jeckell 36,000 240,000 276,000
Total 156,548 408,500 565,048
Director incentives
In the year ended 31 January 2026, no options were granted to Directors (2025:
475,000). As at 31 January 2026, 865,000 (2025: 1,190,000) options issued to
Directors were outstanding.
On 5 February 2026, 380,000 Share Awards were granted to Directors which are
subject to the satisfaction of certain performance conditions to be
interpreted at the discretion of the Board over a three year review period.
Directors' Remuneration Policy
Pursuant to the Directors' letters of appointment, as described above, the
Directors receive fees, all payable monthly in arrears. There is currently a
long-term incentive plan in operation for the Directors by way of share
incentive options.
Based on the foregoing, the remuneration policy of the Group can be summarised
as follows:
How the element supports our strategic objectives Operation of the element Maximum potential payout and payment at threshold Performance measures used, weighting and time period applicable
Base Pay
Recognises the role and the responsibility for the delivery of strategy and Paid in 12 monthly instalments Contractual sum None
results
Pensions
None n/a n/a n/a
Short term incentives
None n/a n/a n/a
Long term incentives
Aligns directors and shareholders in share price and project development Share options issued n/a - employee exercises at cost and accesses long term capital gain Vesting conditions include:
· completion of fund raising to fund the FEED study;
· completion of the fund raising to fund construction of the first
24,000 tpa capacity at the Project;
· following commissioning of the first 24,000 tpa capacity at the
Project.
Share Awards n/a - shares issued at nil cost, quantum and effective value determined at Subject to the satisfaction of certain performance conditions to be
time of each award interpreted at the discretion of the Alkemy Board over a three year review
period. Upon vesting, no consideration is payable. Subject to vesting and such
performance conditions being met, the new Share Awards will be allocated to
the participant as fully paid ordinary shares, subject to any regulatory
restrictions.
A remuneration committee is expected to be appointed in due course to consider
an appropriate level of Directors' remuneration.
Although there is no formal Director shareholding policy in place, the Board
believe that share ownership by Directors strengthens the link between their
personal interests and those of shareholders.
The Group does not currently operate malus or clawback provisions in respect
of Directors' remuneraton.
No views were expressed by shareholders during the year on the remuneration
policy of the Group.
Total Shareholder Return Performance
The following graph illustrates the Company's Total Shareholder Return ("TSR")
performance over the period from 27 September 2021 to 31 January 2026,
compared with the FTSE AIM All Share Index. TSR is calculated on a £100
notional investment made at the commencement of the performance period and
assumes reinvestment of dividends however this is not applicable in the below.
This measure has been selected as it provides a market-based assessment of
shareholder value creation over time and is widely used within listed company
remuneration frameworks under UK corporate governance best practice.
Over the period, the Company's TSR demonstrates significant volatility,
reflecting both the development stage of the Group and broader market
conditions affecting AIM-listed companies. The TSR increased materially during
the earlier part of the measurement period, followed by a period of
contraction, before recovering strongly in the most recent period end.
Given the Company's size, market capitalisation and nature of operations, the
Directors consider the FTSE AIM All-Share Index to be the most appropriate
comparative index for the TSR analysis, as it provides a more relevant peer
group than broader market indices.
While TSR is an important indicator of shareholder value creation, it is
considered alongside other financial and strategic performance measures within
the overall assessment of executive remuneration outcomes. The Committee
recognises that TSR may not fully capture underlying operational performance
in the short to medium term, particularly for companies in investment and
development phases.
Other matters
The Group does not currently have any short-term incentive schemes in place
for any of the Directors.
The Group does not have any pension plans for any of the Directors and does
not pay pension amounts in relation to their remuneration.
This Directors' Remuneration Report has been approved by the Board and signed
on its behalf by:
Paul Atherley
Non-Executive Chairman
27 May 2026
Risk Management Report
The Company has undertaken an evaluation of the risks it is exposed to which
are summarised as follows:
There is no assurance that the Group will determine that the Project is
economically viable
The success of the Group's business strategy is dependent on its ability to
identify sufficient suitable acquisition opportunities. Whist the Group
believes that the Project presents a good opportunity, it is still in the
process of evaluating such opportunity. If the Group fails to complete the
development of the Project it may be left with substantial unrecovered
transaction costs, potentially including fees, legal costs, accounting costs,
due diligence or other expenses. Furthermore, even if an agreement is reached
relating to the Project, the Group may fail to complete the Project for
reasons beyond its control. Any such event will result in a loss to the Group
of the related costs incurred, which could materially adversely affect
subsequent attempts to identify and acquire another target business.
Development and production activities are capital intensive and inherently
uncertain in their outcome and the Group may not make a return on its
investments, recover its costs or generate cash flows
The construction of industrial facilities are capital intensive. In addition,
environmental damage could greatly increase the cost of operations, and
various operating conditions may adversely and materially affect the levels of
production. These conditions include delays in obtaining governmental
approvals or consents, insufficient storage or transportation capacity or a
change in demand for the product. While diligent supervision and effective
maintenance operations can contribute to maximising production rates over
time, production delays and declines from normal operations cannot be
eliminated and may adversely and materially affect the revenues, cash flow,
business, results of operations and financial resources and condition of the
Group.
Currently the Group has insufficient capital to meet the funding requirements
for the development of the Project
The Group will need to raise additional funding in the near term to meet its
working capital requirements for the next twelve months. In addition to
working capital needs, the Group is of the opinion that if it decides to
proceed with the Project, the Group does not have sufficient capital in order
to complete the construction of the Project and hence will be required to
raise additional funds in support of project development expenditure
requirements.
Based on the results of the FEED Study, the Directors anticipate that a total
of approximately US$245 million (excluding financing costs) of additional
debt/equity financing will be required and subject to the Group's confirmation
to proceed with the Project to fund the evaluation, development and
construction of the Project. The Group intends to raise the development costs
of the Project by:
(a) Debt finance - Any debt finance in respect of the Group for the purposes
of developing and completing the Project, is likely to be subject to customary
conditions precedent. As of the date of this document, the Group is in the
process of seeking third party debt financing in respect of the Project.
(b) Equity finance - In relation to any equity financing, the Group expects
to engage advisors to assist the Group with its equity funding requirements.
The Group has begun the process of seeking formal engagement with advisors for
debt/equity financing in respect of the Project.
Based on the Group's informal discussions with potential debt and equity
providers to date, the Directors are confident that within the period of
twelve months following the date of this document the Group will be able to
secure all the necessary finance required to develop and complete the Project.
The failure to secure additional financing or to secure such additional
financing on terms acceptable to the Group could have a material adverse
effect on the continued development or growth of the acquired business,
prospects, and the financial condition and results and operations of the Group
and could, ultimately lead to the insolvency of the Company or Group.
The price of lithium hydroxide is affected by factors beyond the Group's
control
If the Group proceeds with the Project, and the market price of lithium
hydroxide decreases significantly for an extended period of time, the ability
for the Group to attract finance and ultimately generate profits could be
adversely affected. Numerous external factors and industry factors that are
beyond the control of the Group that affect the price of lithium hydroxide
include:
· industrial demand;
· levels of production;
· rapid short term changes in supply and demand because of
speculative or hedging activities; and
· global or regional political or economic events.
The price at which the Group can sell any lithium hydroxide it may produce in
the future will therefore be relevant to the future revenues that can be
generated by the Group and its ability to finance the Company going forward
and any adverse effects on such price could have a material adverse effect on
the Group's business, financial performance, results of operations and
prospects.
The Group may be unable to hire or retain personnel required to support the
Group going forward
The Group's ability to compete depends upon its ability to retain and attract
highly qualified management and technical personnel. Following completion of
the Project, the Group will evaluate the personnel of the acquired business
and may determine that it requires increased support to operate and manage the
acquired business in accordance with the Group's overall business strategy.
There can be no assurance that existing personnel of the acquired business
will be adequate or qualified to carry out the Group's strategy, or that the
Group will be able to hire or retain experienced, qualified employees to carry
out the Group's strategy.
During the development of the Project, the Group may be unable to acquire or
renew necessary concessions, licenses, permits and other authorisations
The Project will require certain concessions, licences, permits and other
authorisations to carry out its operations. Any delay in obtaining or renewing
a license, permit or other authorisation may result in a delay in investment
or development of a resource and may have a materially adverse effect on the
acquired business' results of operations, cash flows and financial condition.
In addition, any concessions, licences, permits and other authorisations of
the Project may be suspended, terminated or revoked if it fails to comply with
the relevant requirements.
Failure to obtain (and shortages and disruptions in lead times to deliver)
certain key inputs may adversely affect the Group's operations during the
development of the Project
During the development of the Project, the Group's inability to timely acquire
feedstock, strategic consumables, raw materials, and processing equipment
could have an adverse impact on any results of operations and financial
condition. Periods of high demand for supplies can arise when availability of
supplies is limited. This can cause costs to increase above normal inflation
rates. Interruption to supplies or increase in costs could adversely affect
the operating results and cash flows of the Group during the development of
the Project.
This Risk Management Report has been approved by the Board and signed on its
behalf by:
Paul Atherley
Non-Executive Chairman
27 May 2026
Corporate Governance Statement
The Group observes the requirements of the Quoted Company Alliance corporate
governance code (the "QCA Code") and applies the QCA Code's ten principles as
set out below.
· Strategy: The principal activity of the Company is to act as the
holding company to TVL, an operating subsidiary and the Company aims to
implement an operating strategy with a view to generating value for its
shareholders through the creation of the Project. Further details of the
Group's strategy are set out in the Strategic Report.
· Corporate Culture: The Group and Board is committed to promoting a
corporate culture that is based on ethical values and behaviours. The Group
has adopted and abides by a share dealing code that complies with the
requirements of the Market Abuse Regulations. All persons discharging
management responsibilities (comprising only the Directors) comply with the
share dealing code.
· Shareholders: The Group keeps its shareholders informed by giving
regular updates on developments via RNS announcements, and through Company
interviews and meetings, both informal and formal. The Group also engages with
shareholders and prospective investors at the Annual General Meeting and other
General meetings and various physical and virtual presentations.
· Stakeholders: The Group recognises its duties to all of its
stakeholders including its employees, consultants, business partners,
contractors, suppliers, service providers and regulators and strives at all
times to meet stakeholder needs and expectation and to deal with them in a
fair and professional manner. Further details of key stakeholders are set out
in the s172 disclosures in the Strategic Report.
· Risk: The Group continues to build an effective risk management
framework, which identifies the risks to which the Group has been or could be
exposed. Further details of risks facing the Group and its responses are set
out in the Risk Management Report.
· Board: The Group has a Board it believes is well suited for the
purposes of implementing its business strategy, combining skill sets for the
assessment of investment and acquisition of royalties and streams in the
mining sector. The Directors are responsible for carrying out the Group's
objectives, implementing its business strategy and conducting its overall
supervision. Acquisition, divestment and other strategic decisions will all be
considered and determined by the Board. The Board will provide leadership
within a framework of prudent and effective controls. The Board will establish
the corporate governance values of the Group and will have overall
responsibility for setting the Group's strategic aims, defining the business
plan and strategy and managing the financial and operational resources of the
Group. The Board aims to hold meetings on a quarterly basis and is regularly
in contact to discuss prospective acquisition opportunities. The Articles of
the Company contain express provisions relating to conflicts of interest in
line with the Companies Act 2006. Given the composition of the Board, certain
provisions of the QCA Code are considered by the Board to be inapplicable to
the Company. Specifically, the Company does not consider it necessary to have
a senior independent Director and the Board will, at the outset, consist of
two non-executive Directors and one non-executive chairman. The QCA Code also
recommends the submission of Directors for re-election at annual intervals.
The Company Articles of Association require all directors to retire by
rotation and seek reappointment by the shareholders at a general meeting every
two years.
· Corporate governance and structures: The Group does not have
nomination, remuneration, audit or risk committees. The Board as a whole will
instead review its size, structure and composition, the scale and structure of
the Directors' fees (taking into account the interests of shareholders and the
performance of the Group), take responsibility for the appointment of auditors
and payment of their audit fee, monitor and review the integrity of the
Group's financial statements and take responsibility for any formal
announcements on the Group's financial performance. The Board intends to put
in place nomination, remuneration, audit and risk committees in due course.
· Remuneration Policy: The Group's remuneration policy is set out in
the Directors' Remuneration Report.
· Shareholder and stakeholder communications: The Group uses its
corporate website (www.alkemycapital.co.uk) to ensure that the latest
announcements, press releases and published financial information are
available to all shareholders and other interested parties. The AGM is used to
communicate with both institutional shareholders and private investors and all
shareholders are encouraged to participate. Separate resolutions are proposed
on each issue so that they can be given proper consideration and there is a
resolution to approve the Annual Report and Accounts. Notice of the AGM is
sent to shareholders at least 21 days before the meeting and the results are
announced to the London Stock Exchange and are published on the Company's
website.
Paul Atherley
Non-Executive Chairman
27 May 2026
Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with UK Adopted International Accounting
Standards ("IAS"). 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 of the profit or loss for that
period.
In preparing these financial statements, the Directors are required to:
1. select suitable accounting policies and then apply them
consistently;
2. make judgements and accounting estimates that are
reasonable and prudent;
3. state whether applicable UK-adopted IAS have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
4. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and Group will continue
in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company and Group's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and Group and enable them to ensure that the Financial Statements and
the Directors Remuneration Report comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and Group, and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
They are also responsible to make a statement that they consider that the
Annual Report and Financial Statements, taken as a whole, is fair, balanced,
and understandable and provides the information necessary for the shareholders
to assess the Group's position and performance, business model and strategy.
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 the Financial Statements may differ from legislation in other
jurisdictions.
Directors' responsibility statement pursuant to disclosure and Transparency
Rule
Each of the Directors, whose names and functions are listed within the Board
of Directors confirm that, to the best of their knowledge:
1. the financial statements are prepared in accordance with
UK-adopted IAS give a true and fair view of the assets, liabilities, financial
position and loss of the Company and Group; and
2. the Annual Report and financial statements, including the
Strategic Report, includes a fair review of the development and performance of
the business and the position of the Company and Group, together with a
description of the principal risks and uncertainties that they face.
Approved by the Board on 27 May 2026.
Paul Atherley
Non-Executive Chairman
Independent auditor's report to the members of Alkemy Capital Investments Plc
Opinion
In our opinion, the financial statements:
· give a true and fair view of the state of the group's and of the
company's affairs as at 31 January 2026 and of the group's loss for the year
then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest 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 the section headed 'Going Concern' in note 2 to the
financial statements, which details the factors the group has considered when
assessing its going concern position. As stated in note 2, the uncertainty
surrounding the availability of funds to finance the commercial development of
the group's projects indicates that a material uncertainty exists that may
cast significant doubt on the group's and company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's and company's ability to continue to adopt the going
concern basis of accounting included:
· discussions with management in relation to the future plans of the
group and company;
· checking activity after the year end to the date of signing of the
financial statements;
· challenging the directors' going concern assessment including the
worst-case scenario cashflow forecasts that covers at least 12 months from the
date of approval of the financial statements;
· evaluating the reliability of the data underpinning the cashflow
forecasts, including checking the numerical accuracy of the model and agreeing
opening positions used;
· assessing the cashflow requirements of the group based on forecasted
capital and administrative expenditures;
· checking what forecast expenditure is committed and what could be
discretionary;
· considering the options available to management for further
fundraising or additional sources of finance;
· assessing the likelihood of receipt of fundraising;
· challenging potential downside scenarios and the resulting impact on
funding requirements and the group's ability to raise such funds; and
· assessing the completeness and accuracy of the disclosures made on
going concern in the annual report and financial statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
financial statements as a whole to be £122,000 (2025: £60,000), based on 5%
of loss before taxation. Materiality for the parent company financial
statements as a whole was set at £49,500 (2025: £35,000) based on 5% of loss
before taxation.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
Performance materiality was set at 70% of materiality for the financial
statements as a whole, which equates to £85,400 (2025: £42,000) for the
group and £34,500 (2025: £25,500) for the parent.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the Board to report to it all identified errors in excess of
£6,100 (2025: £3,000). Errors below that threshold would also be reported to
it if, in our opinion as auditor, disclosure was required on qualitative
grounds.
Overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the group and its
environment, including the group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
In establishing our overall approach to the group audit, we determined the
type of work that needed to be undertaken at each of the components. The base
of operations is in the United Kingdom, which is where the head office is. The
parent company and its principal operating subsidiary, Tees Valley Lithium
Limited, were subject to full scope audit. The consolidation was also subject
to a full scope audit. This, together with the additional procedures performed
at the group level, such as performing limited scope procedures for non-UK
components, gave us appropriate and sufficient audit evident to support our
opinion on the group financial statements. All audit work was undertaken by
the group audit team.
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.
We set out below, together with the material uncertainty related to going
concern above, those matters we considered to be key audit matters. This is
not a complete list of all risks identified by our audit.
Key audit matter How our scope addressed the key audit matter
Capitalisation of intangible assets We performed the following procedures as part of our audit:
The group continues to invest in the planned construction of its lithium · Obtained an understanding of the process and key controls relating to
hydroxide processing facility in Teesside, UK. the capitalisation of development costs.
Determining whether the cost of development meets the capitalisation criteria · Tested, on a sample basis, capitalised development costs to source
requires management to make significant judgement based on the requirements of documentation such as third-party invoices and assessed whether these meet the
IAS 38. criteria for capitalisation.
We therefore consider the inappropriate capitalisation of development costs to · Challenged management on the reasonableness of the key judgements in
be a key audit matter. Refer to notes 2 and 10. the capitalisation of development costs including assessment of technical
feasibility of the project, funding to complete the development and
expectation of future economic benefits.
· Assessed the completeness and accuracy of the disclosures included in
the financial statements.
Based on the work performed, we concluded that the development costs
capitalised is reasonable.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
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 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 the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the company financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit
Responsibilities of the directors for the financial statements
As explained more fully in the directors' responsibilities statement set out
on page 23, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are
applicable to the group and company and the procedures in place for ensuring
compliance in the jurisdiction where the group and company operate, focusing
on those laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements. The laws and
regulations we considered in this context were the Companies Act 2006 and
relevant tax legislation.
We assessed the nature of the group's business, the control environment and
performance to date when evaluating the incentives and opportunities to commit
fraud.
We identified the greatest risk of material impact on the financial statements
from irregularities, including fraud, to be the override of controls by
management to manipulate financial reporting and misappropriate funds. Our
procedures to address the risk of management override included:
· enquiries of management about their own identification and assessment
of the risks of irregularities, including any non-compliance with laws or
regulations, or any potential claims of fraud;
· reviewing minutes of board meetings throughout the period;
· reviewing the system for the generation, authorisation and posting of
journal entries;
· obtaining supporting evidence for a risk-based sample of journals,
derived using a data analytics tool;
· considering significant estimates and judgements made by management
for evidence of bias, and performing retrospective reviews where applicable;
· considering audit adjustments identified from our audit work for
evidence of bias in reporting;
· audit of significant transactions outside the normal course of
business, or those that appear to be unusual; and
· reviewing the other information presented in the annual report for
fair presentation and consistency with the audited financial statements and
the information available to us as the auditors.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that some material misstatements of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized schemes
designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the Board on 27 March 2022 to audit the financial
statements for the period ending 31 January 2022. Our total uninterrupted
period of engagement is five years, covering the periods ending 31 January
2022 to 31 January 2026.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the company and we remain independent of the group
and the company in conducting our audit.
Our audit opinion is consistent with the additional report to the Board.
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.
Matthew Stallabrass
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
27 May 2026
Consolidated Statement of Comprehensive Income
for the year ended 31 January 2026
Notes Year ended 31 January 2026 Year ended
31 January
2025
£ £
Continuing operations
Other income 235 -
Administrative expenses 4 (1,708,841) (1,226,984)
Project development expenses 4 (175,241) (65,276)
Finance costs (532,710) (135,073)
Foreign exchange gains (losses) (71,291) 1,007
Loss before taxation (2,487,848) (1,426,326)
Taxation 7 - -
Loss for the year after taxation (2,487,848) (1,426,326)
Other Comprehensive Income
Foreign exchange differences on translation of overseas subsidiaries (13)
(12,976)
Total Comprehensive loss for the year (2,487,861) (1,439,302)
Earnings per share:
Basic and diluted earnings per share (pence) 8 (25.27p) (16.18p)
The notes on pages 36 to 53 are an integral part of these financial
statements.
Consolidated Statement of Financial Position
As at 31 January 2026
Notes 31 January 31 January
2026 2025
£ £
Non Current Assets
Intangibles - Project development costs 10 3,757,569 506,184
Total Non Current Assets 3,757,569 506,184
Current assets
Trade and other receivables 12 141,277 47,808
Cash and cash equivalents 13 153,286 16,673
Total Current Assets 294,563 64,481
Total Assets 4,052,132 570,665
Equity
Share Capital 17 213,252 176,297
Share Premium 17 7,173,207 4,261,626
Share Based Payments 17 1,051,652 689,029
Foreign Exchange Reserve (17,940) (17,927)
Retained Earnings (9,127,565) (6,639,717)
Total Equity (707,394) (1,530,692)
Current Liabilities
Trade and other payables 14 2,708,929 1,501,966
Borrowings 16 904,877 599,391
Total Current Liabilities 3,613,806 2,101,357
Non Current Liabilities
Borrowings 16 1,145,720 -
Current and Total Liabilities 4,759,526 2,101,357
Total Equity and Liabilities 4,052,132 570,665
The notes on pages 36 to 53 are an integral part of these financial
statements.
The financial statements were approved and authorised for issue by the Board
on 27 May 2026.
Paul Atherley
Director
Alkemy Capital Investments plc
Consolidated Statement of Changes in Equity
For the year ended 31 January 2026
Share capital Share Premium Share Based Payments Foreign Exchange Reserve Retained Earnings Total
£ £ £ £
£ £
As at 1 February 2024 176,297 4,261,626 259,771 (4,951) (5,213,391) (520,648)
Loss for the year - - - - (1,426,326) (1,426,326)
Foreign exchange losses on translation of overseas subsidiaries - - - (12,976)
- (12,976)
Total Comprehensive income - - (1,426,326) (1,439,302)
- (12,976)
Transactions with owners:
Share based payments - - 429,258 - - 429,258
Total transactions with owners - - - 429,258
429,258 -
Balance at 31 January 2025 176,297 4,261,626 689,029 (17,927) (6,639,717) (1,530,692)
Share capital Share Premium Share Based Payments Foreign Exchange Reserve Retained Earnings Total
£ £ £ £
£ £
As at 1 February 2025 176,297 4,261,626 689,029 (17,927) (6,639,717) (1,530,692)
Loss for the year - - - - (2,487,848) (2,487,848)
Foreign exchange losses on translation of overseas subsidiaries - - - (13) - (13)
Total Comprehensive income - - - (13) (2,487,848) (2,487,861)
Transactions with owners:
Issue of shares 38,364 3,155,480 - - - 3,193,844
Share based payments - - 362,623 - - 362,623
Total transactions with owners 38,364 3,155,480 362,623 - - 3,556,467
Balance at 31 January 2026 214,661 7,417,106 1,051,652 (17,940) (9,127,565) (462,086)
The notes on pages 36 to 53 are an integral part of these financial
statements.
Consolidated Statement of Cash Flows
for the year ended 31 January 2026
Notes Year ended 31 January 2026 Year ended
31 January
2025
£ £
Cash flows from Operating Activities
Loss for the year after tax (2,487,848) (1,426,326)
Share based payments 151,210 359,858
Financing costs 532,710 135,073
Equity settled transactions 17 1,083,632 -
Decrease in receivables 12 6,430 78,495
(Decrease)/Increase in payables 14 (381,029) 483,781
Net cash outflow from operating activities (1,094,895) (369,119)
Cashflows from Investing Activities
Payments for intangible assets 10 (1,850,297) (28,119)
Net cash outflow from investing activities (1,850,297) (28,119)
Cash flows from financing activities
Proceeds from borrowing 16 2,182,896 370,850
Repayment of borrowings 16 (965,982) -
Issue of shares (net of share issue expenses) 17 1,864,904 -
Net cash inflow from financing activities 3,081,818 370,850
Net (Decrease)/Increase in cash and cash equivalents during the year 136,626
(26,388)
Cash at the beginning of year 16,673 45,458
Effect of foreign exchange on currency holdings (13) (2,397)
Cash and cash equivalents at the end of the year 13 153,286
16,673
The notes on pages 36 to 53 are an integral part of these financial
statements.
Company Statement of Financial Position
As at 31 January 2026
Notes 31 January 31 January
2026 2025
£ £
Non Current Assets
Investments in and loans to subsidiaries 11 6,599,304 3,265,998
Total Non Current Assets 6,599,304 3,265,998
Current assets
Trade and other receivables 12 89,565 38,676
Cash and cash equivalents 13 145,252 382
Total Current Assets 234,817 39,058
Total Assets 6,834,121 3,305,056
Equity
Share Capital 17 213,252 176,297
Share Premium 17 7,173,207 4,261,626
Share Based Payments 17 1,051,652 689,028
Retained Earnings (4,235,225) (3,171,827)
Total Equity 4,202,886 1,955,124
Current Liabilities
Trade and other payables 14 580,638 800,541
Borrowings 16 904,877 549,391
Total Current Liabilities 1,485,515 1,349,932
Non Current Liabilities
Borrowings 16 1,145,720 -
Current and Total Liabilities 2,631,235 1,349,932
Total Equity and Liabilities 6,834,121 3,305,056
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own Statement of Comprehensive Income. The Company's loss for the
financial year was £1,063,398 (2025: loss of £908,050).
The notes on pages 36 to 53 are an integral part of these financial
statements. The financial statements were approved and authorised for issue by
the Board on 27 May 2026.
Paul Atherley
Director
Alkemy Capital Investments plc
Company Statement of Changes in Equity
For the year ended 31 January 2026
Share capital Share Premium Share Based Payments Retained Earnings Total
£ £ £ £
£
As at 1 February 2024 176,297 4,261,626 (2,263,777) 2,433,917
259,771
Loss for the year - - - (908,050) (908,050)
Total Comprehensive income - - - (908,050) (908,050)
Transactions with owners:
Share based payments - - 429,257 - 429,257
Total transactions with owners - - 429,257 - 429,257
Balance at 31 January 2025 176,297 4,261,626 689,028 (3,171,827) 1,955,124
Share capital Share Premium Share Based Payments Retained Earnings Total
£ £ £ £
£
As at 1 February 2025 176,297 4,261,626 689,028 (3,171,827) 1,955,124
Loss for the year - - - (1,063,398) (1,063,398)
Total Comprehensive income - - - (1,063,398) (1,063,398)
Transactions with owners:
Issue of shares 36,955 2,911,581 - - 2,948,536
Share based payments - - 362,624 - 362,624
Total transactions with owners 36,955 2,911,581 362,624 - 3,311,160
Balance at 31 January 2026 213,252 7,173,207 1,051,652 (4,235,225) 4,202,886
The notes on pages 36 to 53 are an integral part of these financial
statements.
Company Statement of Cash Flows
for the year ended 31 January 2026
Notes Year ended 31 January 2026 Year ended
31 January
2025
£ £
Cash flows from Operating Activities
Loss for the year after tax (1,063,398) (908,050)
Share based payments 151,210 359,857
Finance costs 532,710 135,073
Equity settled transactions 17 1,083,632 -
(Increase)/Decrease in receivables 12 (50,889) 35,034
(Decrease)/Increase in payables 14 (256,907) 301,701
Net cash inflow/(outflow) from operating activities 396,358 (76,385)
Cashflows from Investing Activities
Investments in subsidiaries 11 - (1)
Loans provided to subsidiaries 11 (3,333,306) (322,043)
Net cash outflow from investing activities (3,333,306) (322,044)
Cash flows from financing activities
Proceeds from borrowing 16 2,182,896 370,850
Repayment of borrowings 16 (965,982) -
Issue of shares (net of share issue expenses) 17 1,864,904 -
Net cash inflow from financing activities 3,081,818 370,850
Net increase/(decrease) in cash and cash equivalents during the year 144,870
(27,579)
Cash at the beginning of year 382 27,961
Cash and cash equivalents at the end of the year 13 145,252
382
The notes on pages 36 to 53 are an integral part of these financial
statements.
Notes to the Financial Statements
1. GENERAL INFORMATION
Alkemy Capital Investments Plc is a company incorporated and domiciled in the
United Kingdom. The Company is a public limited company, which is listed on
the London Stock Exchange. The address of the registered office is 167-169
Great Portland Street, Fifth Floor, London, England W1W 5PF.
The Company was initially formed to undertake an acquisition of a controlling
interest in a company or business in the battery metals sector with the
objective of operating the acquired business and implementing an operating
strategy to generate value for its shareholders through operational
improvements as well as potentially through additional complementary
acquisitions following the Acquisition.
On 25 February 2022, the Company announced that it had formed a subsidiary
called Tees Valley Lithium Limited ("TVL") that would aim to develop the UK's
first Lithium Hydroxide processing facility. This transaction and change of
strategy constituted a reverse takeover transaction under the listing rules of
the London Stock Exchange and resulted in Alkemy becoming an operating
company.
On 2 May 2022 the Company formed a subsidiary in Australia called Alkemy
Capital Services Pty Ltd to act as a project services company for operations
in Australia.
On 22 September 2022 the Company formed a subsidiary in Australia called Port
Headland Lithium Pty Ltd to act as a project holding company for spodumene
enrichment operations in Australia.
On 20 November 2023 the Company formed a subsidiary called Tees Valley
Graphite Ltd to pursue the potential development of a natural graphite active
anode material downstream processing facility in Teesside, UK.
Group Subsidiaries as at 31 January 2026:
Subsidiary Name Date of Incorporation Percentage Interest Registered office address Country of Incorporation
Tees Valley Lithium Ltd 25 February 2022 100% 167-169 Great Portland Street, London W1W 5PF United Kingdom
Alkemy Capital Services Pty Ltd 4 May 2022 100% Level 4, 46 Colin Street, West Perth WA 6005, Australia Australia
Port Headland Lithium Pty Ltd 22 September 2022 100% Level 4, 46 Colin Street, West Perth WA 6005, Australia Australia
Tees Valley Graphite Limited 20 November 2023 100% 167-169 Great Portland Street, London W1W 5PF United Kingdom
The financial statements which cover the year to 31 January 2026 are presented
in British Pounds Sterling, the currency of the primary economic environment
in which the Company operates. The comparative financial statements cover
the year to 31 January 2025.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The material accounting policies applied in the preparation of these financial
statements are set out below. The policies have been consistently applied
throughout the year, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with UK adopted
International Accounting Standards ("IAS" or "IFRS"), which has been adopted
by both the Company and the Group.
The financial statements are presented in pounds sterling ("£") which is also
the functional currency of the Company. The Financial Statements have been
prepared on the historical cost basis, except for certain financial
instruments, which are carried as described in the respective sections in the
policies below.
Going Concern
As part of their assessment of going concern, the Directors have prepared cash
forecasts to determine the funding requirements of the business over the 18
months from the reporting date. Cash requirements over this period have been
projected in the range of a £3m minimum (decelerated project development
case) to £4.2m + (accelerated project development case) depending on the
level of technical project development work being undertaken, as determined by
funding availability. These cashflows have been prepared on a "pre - project
finance / FID" basis and assumes the Company will continue to develop the
project over this period without moving to FID. Should the Company be in a
position to secure project financing and undertake FID in this period then the
funding requirements will be substantially greater, as met by project finance
and other funding availability forming part of the investment decision.
As at the date of this report, the Directors are considering a variety of
funding options from numerous parties to consider the option best suited to
balancing the immediate cash flow needs of the business and desire to
accelerate the project development timeframe against the need to avoid
unnecessary dilution of the shareholders during a period of depressed equity
market prices. Options ranging from:
· project level debt or strategic equity which would provide
sufficient funding to accelerate the project development program over the
period of consideration, including general working capital requirements;
· market equity placings to secure working capital funding needs
whilst project development funding opportunities continue to be assessed;
· convertible and term loan lending facilities which may act as a
hybrid of working capital and project development funding, allowing
progression of project development at a less accelerated rate that would be
the case under a more substantial project lending facility;
· any combination of the above.
The Board remains in detailed discussions on the above funding opportunities
and anticipates concluding this process in the medium term. The Directors are
therefore reasonably confident that the necessary funding will be secured, as
and when required, by executing on one of the above options under
consideration, such that the Directors have a reasonable expectation that the
Group will continue in operational existence for the next 12 months from the
date of approval of the financial statements. However as successful
execution of one of the above fundraising options cannot be assured, a
material uncertainty exists which may cast significant doubt on the ability of
the company and group to continue as a going concern and realise its assets
and discharge its liabilities in the normal course of business.
Accordingly, the Directors believe that as at the date of this report it is
appropriate to continue to adopt the going concern basis in preparing the
financial statements.
Statement of compliance
The financial statements comply with UK adopted International Accounting
Standards ("IAS").
1. The company has adopted all relevant IASs which were in effect from
incorporation when preparing these financial statements.
2. Standards and Interpretations which are effective in the current year
(Changes in accounting policies); None of the standards which became effective
during the year which are applicable to the Company have had a material
impact.
3. Adoption of new Standards and Interpretations to standards in future years;
The Directors anticipate that the adoption of new Standards and
Interpretations in future years will have no material impact on the financial
statements of the Company. The Company expects to adopt all relevant
Standards and Interpretations as and when they become effective.
Basis of Consolidation
The consolidated Financial Statements of the Group incorporate the Financial
Statements of the Company and entities controlled by the Company, its
subsidiaries, made up to 31 January each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain economic benefits from their
activities. Subsidiaries are consolidated from the date on which control is
obtained, the acquisition date, until the date that control ceases. They are
deconsolidated from the date on which control ceases.
Intra-group transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated on consolidation, except
to the extent that intra-group losses indicate an impairment.
Foreign Currencies
Both the functional and presentational currency of the Company is Sterling
(£). Each Group entity determines its own functional currency and items
included in the Financial Statements of each entity are measured using that
functional currency.
The functional currencies of the foreign subsidiaries are the Australian
Dollar ("AUD").
Transactions in currencies other than the functional currency of the relevant
entity are initially recorded at the exchange rate prevailing on the dates of
the transaction. At each reporting date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the exchange rate
prevailing at the reporting date. Gains and losses arising on retranslation
are included in profit or loss for the year, except for exchange differences
on non-monetary assets and liabilities, which are recognised directly in other
comprehensive income, when the changes in fair value are recognised directly
in other comprehensive income.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the year unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve. On disposal of any such
overseas subsidiaries, cumulative foreign exchange losses or gains recognised
in equity via Other Comprehensive Income become realised and are recognised
through the profit and loss account on disposal.
Taxation
Current taxation is the taxation currently payable on taxable profit for the
year.
Current tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit, save for where initial
recognition would give rise to equal amounts of taxable and deductible
temporary differences.
Deferred tax is calculated at the tax rates that are expected to apply in the
year when the liability is settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity. Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the
same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.
The Company may be eligible for tax credits in relation to qualifying
expenditure on research and development (R&D) activities, as permitted by
the relevant government tax authority. These credits are designed to reduce
the overall tax burden and are treated as part of the income tax calculation
in accordance with IAS 12 - Income Taxes.
R&D tax credits are recognized in the period in which the eligible R&D
expenditure is incurred and it becomes probable that the credit will be
received. The Company assesses the probability of recovery based on historical
experience, correspondence with the tax authority, and professional advice
where applicable.
The tax credit is recognized in the income statement as part of the income tax
charge (or credit) for the period. The credit is presented as a reduction to
the total tax expense in the statement of profit or loss.
Intangible assets - project development costs
Intangible assets comprise project development costs, incurred on the Group's
Project in Teesside, UK. These costs include the cost of obtaining planning
permission for the development of the facility, design and planning costs and
all technical and administrative overheads directly associated with this
project. These costs are carried forward in the Statement of Financial
Position as non-current intangible assets less provision for identified
impairments. Costs associated with development activity will only be
capitalised if they meet the criteria as set out in IAS 38.
Upon any disposal, the difference between the fair value of consideration
receivable for development assets and the relevant cost within non-current
assets is recognised in the Income Statement.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit
balances at banks, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash within a period of 3
months at inception of the instrument/investment and which are subject to an
insignificant risk of changes in value.
Financial Assets held at amortised costs
The Group classifies its financial assets as held at amortised costs and
consists of trade and other receivables and loans to subsidiaries (for Company
only financial statements).
These assets comprise the types of financial assets, where the objective is to
hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within IFRS 9,
using a provision matrix in the determination of the lifetime expected credit
losses. During this process, the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. For the receivables, which are reported
net, such provisions are recorded in a separate provision account, with the
loss being recognised in the consolidated statement of comprehensive income.
On confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to
related parties, are recognised based on a forward-looking expected credit
loss model. The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those, where the credit risk
has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income
are recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.
The Group's financial assets measured at amortised cost comprise trade and
other receivables and cash and cash equivalents in the Consolidated Statement
of Financial Position. Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short term highly liquid investments
with original maturities of three months or less, and - for the purpose of the
statement of cash flows - bank overdrafts..
Financial liabilities
Financial liabilities are recognised in the statement of financial position
when the Group and Company becomes a party to the contractual provisions of
the instrument.
The Company's financial liabilities comprise trade and other payables and
short term borrowings.
Trade payables are recognised initially at their fair value and subsequently
measured at amortised cost.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Retained earnings include all current year results as disclosed in the
Statement of Comprehensive Income.
Share-Based Payments
Share Options
The Group operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of options granted to Directors and others, in respect of
services provided, is recognised as an expense in the Income Statement with a
corresponding increase in equity reserves - the share-based payment reserve.
The fair value is measured at grant date and charged over the vesting period
during which the option becomes unconditional.
The fair value of options is calculated using the Black-Scholes model, taking
into account the terms and conditions upon which the options were granted. The
exercise price is fixed at the date of grant.
Non-market conditions are performance conditions that are not related to the
market price of the entity's equity instruments. They are not considered, when
estimating the fair value of a share-based payment. Where the vesting period
is linked to a non-market performance condition, the Group recognises the
goods and services it has acquired during the vesting period, based on the
best available estimate of the number of equity instruments expected to vest.
The estimate is reconsidered at each reporting date, based on factors such as
a shortened vesting period, and the cumulative expense is "trued up" for both
the change in the number expected to vest and any change in the expected
vesting period.
Market conditions are performance conditions that relate to the market price
of the entity's equity instruments. These conditions are included in the
estimate of the fair value of a share-based payment. They are not taken into
account for the purpose of estimating the number of equity instruments that
will vest. Where the vesting period is linked to a market performance
condition, the Group estimates the expected vesting period. If the actual
vesting period is shorter than estimated, the charge is to be accelerated in
the period that the entity delivers the cash or equity instruments to the
counterparty. When the vesting period is longer, the expense is recognised
over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e. other than share
options), fair value is measured on the basis of an observable market price.
Critical accounting judgments and estimations
The preparation of the financial statements in conformity with IFRS requires
the use of estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting year. Although
these estimates are based on management's best knowledge of the amounts,
events or actions, actual results ultimately may differ from these 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 Directors consider the areas of critical accounting judgements in these
financial statements to be the capitalisation of development expenditure on
the Project and the application of the going concern principle. The
significant estimates and assumptions are considered to be the impairment of
loans to subsidiaries and the vesting periods for share options in these
financial statements.
On 24 November 2022 the Company received planning permission for the
construction of its planned refinery in Teesside from the Redcar &
Cleveland Borough Council. The Directors have determined that this event
triggers the eligibility for the capitalisation of development expenditure.
Under IAS 38 as the Company now has the commercial and legal rights to
construct and exploit the plant for future economic benefit and, in the
judgement of the Directors, the Group retains adequate technical resources and
future availability of necessary financial resources necessary to complete the
development of the project. As such, the costs of obtaining planning
permission and all development costs incurred post receipt of planning
permission are recognised as intangible assets in these financial
statements. In the event that future events give rise to circumstances in
which the Group no longer holds the commercial rights to develop and exploit
this asset, no longer intends to develop this asset or, in the opinion of the
directors, the Group is no longer considered likely to have access to the
funding necessary to develop the asset in the future, a material impairment of
this asset would be recognised.
During the prior period the Company issued a number of share options with
non-market based vesting conditions, notably when sufficient finance has been
raised to fund the Company's planned FEED study for the Project. In order to
determine the fair value of options as required under IFRS 2, the Directors
have had to make judgements on when these vesting conditions are likely to be
met and the options consequently vest and become exercisable. The judgements
have been formed following determination of management's best assessment of
the likely conclusion to funding discussions underway at the time of
finalisation of this report.
See above for further details on the Directors' assessment that the Company is
a going concern.
Impairment of loans to Subsidiaries
The carrying amount of investments in and loans made to subsidiaries is tested
for impairment annually and this process is considered to be key judgement
along with determining whenever events or changes in circumstances indicate
that the carrying amounts for those assets may not be recoverable. When
assessing the recovery of these balances, the directors consider the
likelihood that the subsidiaries will be able to settle amounts owing, either
out of future cashflows or though the recovery of balances receivable or
divestment of assets. Where recovery of these balances is driven by
receivable balances within the subsidiary, assessment of the likelihood of
recovery and present value of future cashflows from their future operations is
undertaken to ensure the amounts support the subsidiary loan carrying values
in full.
Loans to subsidiaries are subject to an expected credit loss assessment as
required by IFRS 9, with a provision for such losses being recognised where
any expected credit losses are determined to be material.
3. BUSINESS AND GEOGRAPHICAL REPORTING
The accounting policy for identifying segments is based on internal management
reporting information that is regularly reviewed by the chief operating
decision maker, which is identified as the Board of Directors. The Board of
Directors consider the Group to have two identifiable operating segments; (a)
the construction and operation of the Project in Teesside, UK and (b) the
construction of a Lithium ore enrichment facility in Port Hedland, Australia.
Year to January 2026 UK Australia Total
£ £ £
Other income 235 - 235
Project Development (175,241) - (175,241)
Administration expenses (1,543,630) (165,211) (1,708,841)
Foreign exchange (20,973) (50,318) (71,291)
Finance costs (532,710) - (532,710)
Loss before tax (2,272,319) (215,529) (2,487,848)
Year to January 2025 UK Australia Total
£ £ £
Other income - - -
Project Development (133,686) 68,410 (65,276)
Administration expenses (1,079,659) (147,325) (1,226,984)
Foreign exchange 1,007 - 1,007
Finance costs (135,073) - (135,073)
Loss before tax (1,347,411) (78,915) (1,426,326)
4. EXPENSES BY NATURE
2026 2025
£ £
Employee benefit expense (note 6) 505,448 214,895
Employee benefit - share based payments 151,210 305,637
Advertising and marketing 59,032 46,065
Regulatory compliance expense 90,318 33,751
Share based payments - advisors 28,114 54,221
Travel and accommodation 1,649 9,593
Other professional fees 815,873 503,302
Other operating expenses 57,197 59,520
Total administrative expenses 1,708,841 1,226,984
Project development costs of £175,241 (2025: £65,276) in the year comprise
the costs incurred in progressing the Company's Project in Teesside, U.K and
Port Hedland, Australia, that do not meet the criteria for capitalisation into
intangible assets.
5. AUDITOR REMUNERATION
During the year the Company obtained the following services from the auditor:
2026 2025
£ £
Fees payable to the auditor for the audit of the Company 53,500 50,500
Total auditor's remuneration 53,500 50,500
6. EMPLOYEE BENEFIT EXPENSE
2026 2025
£ £
Directors' salaries 304,279 156,547
Share based payments 151,210 305,637
Staff salaries 146,217 32,552
Recruitment and other staff costs 384 3,808
Social security 54,568 21,988
Total employee benefit expense 656,658 520,532
On average, there was one employee in the year other than the Directors (2025:
one). Further disclosures in respect of Directors' remuneration are included
within the Directors' Remuneration Report.
7. INCOME TAX
2026 2025
£ £
Current tax - -
Total - -
2026 2025
£ £
Loss on ordinary activities before taxation (2,487,848) (1,426,326)
Tax calculated at domestic rate applicable to UK standard rate for small (621,962)
companies of 25% (2025:19%)
(271,002)
Effects of:
Expenses not deductible for tax purposes 2,342 69,434
Tax losses carried forward on which no deferred tax asset is recognised 619,620 201,568
Income tax credit - -
Tax credits in the prior year arose from research and development tax credits
received from HMRC under its research and development support programme.
Tax losses totalling approximately £7,791,879 (2025: £5,304,031) have been
carried forward for use against future taxable profits. No deferred tax
asset has been recognised in respect of these tax losses.
8. EARNINGS PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year.
2026 2025
£ £
Loss from continuing operations attributable to equity holders of the company (2,487,848) (1,426,326)
Weighted average number of ordinary shares in issue 9,846,289 8,814,851
Pence Pence
Basic and fully diluted loss per share from continuing operations (25.27) (16.18)
As at 31 January 2026 and 2025 there were no potentially dilutive instruments
in issue for consideration in arriving at the fully diluted loss per share as
the impacts of all such instruments as at the year end are anti-dilutive.
9. DIVIDENDS
There were no dividends paid or proposed by the Company.
10. INTANGIBLE ASSETS - PROJECT DEVELOPMENT COSTS
2026 2025
£ £
At the beginning of the year 506,184 317,089
Additions in the year 3,251,385 189,095
At the end of the year 3,757,569 506,184
On 24 November 2022 the Group was awarded planning permission by the Redcar
& Cleveland Borough Council for the construction of its planned Project in
Teesside. In the view of the directors, this milestone event represents the
point when the criteria for capitalisation of project development costs as
outlined in IAS 38 has been met as from this point the Group has a legal
entitlement to develop the project to the point of generating economic inflows
sufficient to recover the carrying value of the asset as it is developed. As
a consequence, the Group has commenced the policy of capitalising all
qualifying expenditure from this date. All costs incurred in the year in
which planning permission was granted that are directly associated with the
application for and receipt of planning approval have been capitalised,
including expenditure incurred prior to receipt of planning permission but
directly relating to the granting of planning permission, in accordance with
the provisions of IAS 38 for capitalisation of development costs.
11. INVESTMENT IN AND LOANS TO SUBSIDIARIES (COMPANY)
2026 2025
£ £
Investment in Subsidiaries 5 5
Loans to Subsidiaries 6,599,299 3,265,993
Total 6,599,304 3,265,998
Loans to subsidiaries have been included within the investment balance due to
the long term nature of these receivables. The loans are interest free and
repayable on demand when the subsidiary projects have yielded economic returns
sufficient to settle the value of the loans.
12. TRADE AND OTHER RECEIVABLES
Group 2026 2025
£ £
Prepayments 20,983 20,089
VAT and GST recoverable 53,992 26,894
Other receivables 66,302 825
Total 141,277 47,808
Company 2026 2025
£ £
Prepayments 19,642 20,089
VAT and GST recoverable 4,421 18,587
Other receivables 65,502 -
Total 89,565 38,676
Other receivables in the year include share issuance placing funds due to the
Company of £65,502 which has been received post year end.
13. CASH AND CASH EQUIVALENTS
Group 2026 2025
£ £
Cash at bank and on hand 153,286 16,673
153,286 16,673
Company 2026 2025
£ £
Cash at bank and on hand 145,252 382
145,252 382
All of the Group's and Company's cash and cash equivalents are held in
accounts which bear interest at floating rates and the Directors consider
their carrying amount approximates to their fair value. Details of the
credit risk associated with cash and cash equivalents is set out in note 18.
14. TRADE AND OTHER PAYABLES
Group 2026 2025
£ £
Trade payables 1,809,127 858,538
Other payables 201,866 85,671
Accrued expenses 697,936 557,757
Total trade and other payables 2,708,929 1,501,966
Company 2026 2025
£ £
Trade payables 226,957 471,471
Other payables 5,806 4,503
Accrued expenses 347,875 324,567
Total trade and other payables 580,638 800,541
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The Directors consider that the carrying amount
of trade payables approximates to their fair value.
15. FINANCE COSTS, NET
Group 2026 2025
£ £
Interest expense 162,292 44,102
Non interest finance costs 370,418 90,971
Total trade and other payables 532,710 135,073
16. BORROWINGS
2026 2025 2026 2025
Group Group Company Company
£ £ £ £
Current borrowings 904,877 599,391 904,877 549,391
Non-current borrowings 1,145,720 - 1,145,720 -
2,050,597 599,391 2,050,597 549,391
The current borrowings balance of £905k includes the following related
party balances: £5k owed to Paul Atherley (2025: £155k) which is unsecured,
repayable on demand and does not accrue interest.
Included in current and non-current borrowings is the amount of £2,045,307
payable to Riverfort Global Opportunities PCC Limited. The loan accrues
interest on a annual basis at 15% of outstanding principle, is subject to an
implementation fee of either 5% of each relevant drawdown paid in cash and
deducted from gross proceeds or 7% of each relevant drawdown issued in shares
(at the discretion of the company) and is subject to monthly cash repayments
of interest and amortised principal up to maturity in 1Q2028.
Reconciliation of movements in borrowings
Year to 2026 Year to 2025
£ £
Opening position 599,391 102,289
Additions 2,182,896 420,850
Additions - non cash 72,000 32,150
Interest accrued 162,292 44,102
Cash repayments (including interest) (424,926) -
Principle converted into equity (541,056) -
Closing position 2,050,597 599,391
17. SHARE CAPITAL, SHARE PREMIUM & SHARE BASED PAYMENTS
Number of ordinary shares of 2p Share Capital Share premium Share based payments
£ £ £
At 31 January 2024 8,814,851 176,297 4,261,626 259,771
Issue of Options and Warrants - - - 429,258
At 31 January 2025 8,814,851 176,297 4,261,626 689,029
Issue of Ordinary shares 1,847,741 36,955 2,911,581 -
Issue of Warrants in the year - - - 194,800
IFRS 2 charge on staff options - - - 167,823
At 31 January 2026 10,662,592 213,252 7,173,207 1,051,652
Share issues in year and prior year:
On 24 February 2025 the Company issued 700,000 ordinary shares of 2p for cash
at a price of £1.25 per share.
On 30 June 2025 the Company issued 333,334 ordinary shares of 2p for cash at a
price of £1.50 per share.
On 6 August 2025 the Company issued 33,680 ordinary shares of 2p through an
exercise of warrants at a price of £1.00 per share.
On 29 October 2025 the Company issued 65,000 ordinary shares of 2p through an
exercise of warrants at a price of £0.886 per share.
On 3 November 2025 the Company issued 20,000 ordinary shares of 2p through an
exercise of warrants at a price of £2.00 per share.
On 27 November 2025 the Company issued 605,155 ordinary shares of 2p through
an exercise of warrants at a price of £1.00 - £2.25 per share. Included in
this is a loan conversion through the issue of 92,169 ordinary shares of 2p at
a price of £2.77 per share.
On 9 December 2025 the Company issued 90,572 ordinary shares of 2p through
conversion of debt at a price of £2.77 per share.
During the year, the Company issued a total of 1,847,741 ordinary shares
(2025: nil) resulting in total additions to share capital and share premium of
£2,948,536 (2025: nil). The total cash proceeds from the issue of shares
during the year are £1,864,904 (2025: nil) and the total equity settled
transactions in the year are £1,083,632 (2025: nil). Equity settled
transactions relate to shares issued which have been settled via the
conversion of debt and creditor settlement.
The below table provides details on the assumptions used in arriving at the
calculation of Fair Value for each of the above tranches of share options
issued in the year and prior year, using the Black Scholes method.
Date of grant Tranche Number of Options Assumed Exercise date Risk free rate (%) Volatility (%) FV
6 June 2023 A 143,335 6 June 2028 4.39 40.50 £95,150
6 June 2023 B 143,334 6 June 2028 4.39 40.50 £95,149
6 June 2023 C 143,331 6 June 2028 4.39 40.50 £95,147
5 August 2024 - 500,000 5 August 2026 3.62 45.54 £253,200
2026 2025
Company and Group Weighted Weighted
Number of average Number of average
options exercise options exercise
Number price Number price
Pence Pence
Outstanding at the beginning of the period 1,620,000 89.66 1,220,000 130.53
Granted during the year - 500,000 2
Lapsed during the period - (100,000) (150)
Outstanding at the end of the period 1,620,000 89.66 1,620,000 98.92
Share Capital
The share capital account represents the par or nominal value received for
ordinary shares issued by the Company.
Share Premium
The share premium account represents the excess of consideration received for
ordinary shares issued above their nominal value net of transaction costs.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative fair value charge
for options and warrants granted by the Company over ordinary shares.
Foreign Exchange Reserve
The translation reserve represents the exchange gains and losses that have
arisen on the retranslation of overseas operations.
18. RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group and Company is exposed to a variety of financial risks which result
from both its operating and investing activities. The Group and Company's
risk management is coordinated by the Board of Directors and focused on
actively securing the Group and Company's short to medium term cash flows by
minimising the exposure to financial markets.
The main risk the Group and Company is exposed to through its financial
instruments is credit risk.
Capital risk management
The Group and Company's objectives when managing capital are:
(a) to safeguard the Group and Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
(b) to support the Group and Company's growth; and
(c) to provide capital for the purpose of strengthening the Group and
Company's risk management capability.
The Group and Company actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder returns,
taking into consideration the future capital requirements of the Group and
Company and capital efficiency, prevailing and projected profitability,
projected operating cash flows, projected capital expenditures and projected
strategic investment opportunities. Management regards total equity as capital
and reserves, for capital management purposes. The Group and Company is not
subject to externally imposed capital requirements.
Credit risk
The Group and Company's financial instruments that are subject to credit risk
are cash and cash equivalents. The credit risk for cash and cash equivalents
is considered negligible since the counterparties are reputable financial
institutions.
The Group and Company defines a default by a counterparty to be an event in
which a balance receivable remains unsettled after a period of 90 days from
the date on which the balance was due for settlement.
The Group's maximum exposure to credit risk is £273,580 comprising £120,294
of Trade and other receivables less prepayments and £153,286 in cash and cash
equivalents. The Company's maximum exposure to credit risk is £6,814,475
comprising £6,599,300 of intercompany receivables, £69,923 of Trade and
other receivables less prepayments and £145,252 in cash and cash equivalents.
Liquidity Risk
The Group and Company monitors its rolling cashflow forecasts and liquidity
requirements to ensure it has sufficient cash to meet its operational needs.
As the Group and Company maintains its cash reserves in instant access current
accounts liquidity risk to operations is deemed to be minimal. Short term
borrowings at the year end represent a loan provided by Chairman Paul Atherley
and Directors, which is interest free and repayable when the Group and Company
has raised sufficient additional finance to effect settlement, and a short
term loan from Riverfort Capital bearing interest at a rate of 15% per
annum.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of currencies, including
Australian Dollars, United Stated Dollars and UK Sterling. To mitigate the
Group's exposure to foreign currency risk, non-Sterling cash flows are
monitored. Fluctuation of +/- 10% in currencies, other than UK Sterling, would
not have a significant impact on the Group's net assets or annual results.
The Group does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another.
These assets and liabilities are denominated in the following currencies as
shown in the table below:
Group GBP AUD Total
31 January 2026
£ £ £
Trade and other receivables 135,464 5,813 141,277
Cash and cash equivalents 150,223 3,063 153,286
Trade and other payables 2,267,853 441,076 2,708,929
Short-term borrowings 659,570 - 659,570
Long-term borrowings 1,145,719 - 1,145,719
Group GBP AUD Total
31 January 2025
£ £ £
Trade and other receivables 43,197 4,611 47,808
Cash and cash equivalents 1,092 15,581 16,673
Trade and other payables 1,333,565 168,401 1,501,966
Short-term borrowings 599,391 - 599,391
19. FINANCIAL INSTRUMENTS
Categories of financial instruments:
2026 2025
Group £ £
FINANCIAL ASSETS AT AMORTISED COST:
Cash and cash equivalents 153,286
16,673
Trade and other receivables (excluding prepayments) 141,277
27,719
Total financial Assets at amortised cost 294,563
44,392
FINANCIAL LIABILITIES AT AMORTISED COST:
Trade and other payables 2,010,993 1,501,966
Short term borrowings 904,877 599,391
Long term borrowings 1,145,719 -
Total financial liabilities at amortised cost 4,061,589 2,101,357
2026 2025
Company £ £
FINANCIAL ASSETS AT AMORTISED COST:
Cash and cash equivalents 145,252
382
Trade and other receivables (excluding prepayments) 69,923
18,587
Total financial Assets at amortised cost 215,175
18,969
2026 2025
£ £
FINANCIAL LIABILITIES AT AMORTISED COST: 580,639
Trade and other payables 800,541
Short term borrowings 904,877 549,391
Long term borrowings 1,145,719 -
Total financial liabilities at amortised cost 2,631,235 1,349,932
20. RELATED PARTY TRANSACTIONS
The compensation payable to Key Management personnel comprised £656,299
(2025: £565,048) paid and accrued by the Group to the Directors in respect of
services to the Group. Full details of the compensation for each Director are
provided in the Directors' Remuneration Report.
Sam Quinn is a partner in Silvertree Partners LLP who received £66,945 (2025:
£65,157) during the year for the provision of accounting and finance,
administration, bookkeeping and secretarial services. At the year end, an
amount of £13,680 (2025: £78,701) was due to Silvertree Partners LLP.
Sam Quinn is a director and shareholder of Lionshead Consultants Ltd who
received £60,000 (2025: £60,000). At the year end, an amount of ££36,000
(2025: £78,000) was due to Lionshead Consultants Ltd.
Paul Atherley is a director and shareholder of Selection Capital Ltd who
received £138,000 during the year for the provision of advisory services
(2025: £115,500). At the year end, an amount of £323,500 (2025: £196,607)
was due to Selection Capital Ltd.
During the year, Paul Atherley provided a short term working capital loan to
the Company, with the balance outstanding at the reporting date being £15,294
(2025: £205,289). The loan is interest free and repayable when the Company
has raised sufficient additional finance to effect settlement.
During the year, the Group incurred £238 (2025: £nil) in travel related
costs with Pensana plc, a company in which Paul Atherley is a director and
shareholder. As at the reporting date, £17,175 remained outstanding for
settlement (2025: £16,890).
During the year, Paul Atherley, a director and shareholder of the Company,
provided a personal guarantee in respect to the Company's borrowing to
Riverfort. The guarantee is secured by 3.7m shares held in Pensana in which
Paul Atherley is also a director and shareholder. No fees were paid or are
payable by the Company in connection with this guarantee.
Vikki Jeckel is a director and shareholder of Supply Tactics Ltd who received
£145,000 during the year for the provision of advisory services (2025:
£240,000). £16,421 was received during the year for reimbursement of
expenses (2025: nil). At the year end, an amount of £25,000 (2025: £243,200)
was due to Supply Tactics Ltd.
During the year, the Company provided loans to its four subsidiaries, Tees
Valley Lithium Limited ("TVL"), Alkemy Capital Services Pty Ltd ("ACSL"), Port
Hedland Lithium Pty Ltd ("PHL") and Tees Valley Graphite Limited ("TVG") by
way of funds provided to meet their ongoing cash needs and the recharging of
expenditure met by the Company on behalf of the subsidiaries. Loans provided
during the period totalled £3,583,517 (2025: £260,583) for TVL, £50,000
(2025: £38,911) for PHL and £28,724 (2025: £19,441) for ACSL and £4,720
(2025: £3,110 for TVG respectively. Balances remaining owing from
subsidiaries to the Company as at 31 January 2026 were £5,953,676 (2025:
£2,639,177) for TVL, £340,344 (2025: £190,610) for PHL, £7,830 (2025:
£3,110) for TVG and £297,753 (2025: £268,729) for ACSL respectively.
During the year, amounts totalling £11,056 (2025: £36,210) were paid to Alex
Della Bosca, daughter of Paul Atherley, for her employment by the Group.
21. POST YEAR-END EVENTS
On 3 February 2026 the Company announced the completion of its FEED study for
the lithium processing plant in Teesside, England. The FEED study included a
revision to the assessed project economics including total capex estimate of
US$244m and post completion EBITDA estimates of US$66m per annum based on
25,000 tpa of production.
On 4 February 2026 the Company issued 70,446 ordinary shares of 2p through
conversion of debt at a price of £3.48 per share.
On 5 February 2026 the Company announced the allotment of 685,000 long term
incentivisation share awards to directors and senior management of the
Co0mpany and its subsidiary TVL. Pricing of the share awards based on a 30
day VWAP was £3.59 per share with the awards being as follows:
Director/Senior Management Position Number of New Share Awards Granted
Paul Atherley Chairman 175,000
Sam Quinn Director 175,000
Helen Pein Director 30,000
Vikki Jeckell CEO, TVL 175,000
TVL Senior Management 130,000
On 12 February 2026 the Company announced it had entered into an agreement
with Watercycle Technologies and Circulor UK Limited to advance the
integration of on-site lithium recovery using deployed UK technology, with the
potential to unlock up to c.US$16 million per annum of otherwise lost lithium
value. They also establish a framework for up to 50,000 tonnes of additional
recycled lithium feedstock and embed digital tracking capability at a batch
level. Together these measures strengthen project economics, increase access
to recycled feedstock and ensure future UK and EU Battery Regulatory
compliance as TVL progresses toward construction.
On 24 February 2026 the Company announced it had entered into a heads of terms
with Wates Construction Limited for Pre Construction Services to progress
pre-construction activities, bringing in relevant local industrial,
construction and MEP experience from its Construction and SES divisions and
strengthens the project's readiness as it transitions into execution.
On 27 February 2026 the Company announced the conversion of £500,000 of debt
into 143,587 new ordinary shares at a conversion price of £3.48 per share.
On 19 March 2026 the Company announced the allotment of 100,000 new ordinary
shares to Wave International at a price of £3.97 per share in connection with
engineering and project development services provided to the Company, while at
the same time issuing 61,004 warrants for new shares with an exercise price of
£6.15 per share and exercisability period of 48 months.
On 24 April 2026 the Company provided an update on its Teesside project
progress, including the entering into of an MOU with Buxton Lime for the
provision of long term quicklime supply and the completion of ecological
studies at its Billingham site where no adverse findings were reported.
22. ULTIMATE CONTROLLING PARTY
The Directors consider that the Company has no ultimate controlling party, as
no individual member holds more than 50% of the issued shares.
23. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments as at 31 January
2026 (2025: nil).
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