REG - Alkemy Capital Invs. - Final Results
21/05/2025 16:30
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RNS Number : 6569J Alkemy Capital Investments PLC 21 May 2025
21 May 2025
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 2025 (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 Capital Tel: 0203 829 5000
Chairman's Statement
I have great pleasure in presenting our Annual Report for the year ended 31
January 2025.
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"), continues to make
strong progress in its ambition to deliver the UK's flagship lithium refinery
in Teesside's Freeport. The project has full planning permission to produce up
to 96,000 tonnes per annum of battery-grade lithium - a volume sufficient to
support the manufacture of approximately 2 million electric vehicles each
year.
During the year, we advanced several critical workstreams to de-risk and
deliver this strategic asset. In October 2024, TVL appointed ABG Sundal
Collier as financial advisor to support project funding efforts and in January
2025 TVL announced a partnership with Veolia Water Technologies Inc., bringing
best-in-class engineering, validating testing, and equipment supply capability
into our FEED study.
We continue to strengthen our feedstock and offtake strategy through
commercial agreements with leading global suppliers and end users. In
parallel, TVL is progressing collaboration with Geothermal Engineering Limited
(GEL), a UK-based developer of geothermal energy and lithium extraction
technologies, to explore integrated domestic supply chains. We are also
pleased to be advancing a joint, grant-funded R&D project with Weardale
Lithium to assess the feasibility of processing UK-sourced lithium chloride
and carbonate feedstock through the TVL facility. Together, these partnerships
demonstrate the potential to establish a vertically integrated and secure UK
lithium supply chain, reducing reliance on overseas intermediaries.
The transition to electric vehicles across the UK and Europe is accelerating.
Over 1.9 million EVs were sold across the EU and UK in 2024 alone,
representing over 15% of all new car sales. Forecasts suggest Europe will
require over 500,000 tonnes of battery-grade lithium annually by 2030 to
supply its gigafactories. Today over 90% of lithium refining takes place in
China, leaving Western OEMs and battery manufacturers heavily exposed to
geopolitical risk and supply bottlenecks. Alkemy's objective is to address
this gap by building refining capacity in the UK, starting with Train 1 of the
Tees Valley Lithium project. This will not only reduce the UK and Europe's
strategic dependence on Asia, but also contribute to a lower-carbon, more
transparent lithium supply chain aligned with evolving ESG and regulatory
requirements.
We remain pre-revenue, but our focus is clear: to unlock value through the
development of critical mineral infrastructure that supports the energy
transition. Our work during the 2025 financial year has laid the foundation
for the FEED study and future financing, and we are confident in our ability
to move the project toward Final Investment Decision in due course.
Following the year-end, we entered into an exclusivity agreement with Ara
Partners, a respected private equity firm, to negotiate a strategic investment
in TVL. This is a strong vote of confidence in our vision and the project's
future.
In closing, I would like to thank our shareholders for their continued
support. 2025 is shaping to be a pivotal year for Alkemy as we progress TVL's
FEED study, advance funding discussions, and further develop our critical
minerals platform. We look forward to working closely with Ara Partners over
the coming months as we negotiate the terms of their strategic investment. I
look forward to updating you on our progress in the coming weeks and months.
Paul
Atherley
Non-Executive
Chairman
21 May
2025
Strategic Report
The Directors present the Strategic Report of the Group for the year ended 31
January 2025.
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 August 2024 the Company announced a collaboration between TVL
and Geothermal Engineering Limited ("GEL") to explore opportunities to advance
their respective lithium projects through the exchange of information and the
potential development of integrated supply chains within the UK. GEL is a
geothermal lithium resource owner and is currently developing a geothermal
energy plant and a lithium extraction facility in Cornwall.
· In October 2024 the Company announced a partnership with ABG
Sundal Collier to act as its financial advisor in respect of TVL's FEED Study.
· In January 2025 TVL entered into an agreement with Veolia Water
Technologies Inc., a world leader in water technologies and circular economy,
to provide technical support and key input into TVL's FEED study, to include
process development, laboratory validation testing, engineering, and global
equipment supply capabilities.
· 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 ability 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.
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 £250m approximate capital cost of train 1 is expected
to be financed largely through green bonds (for which TVL will seek
accreditation) combined 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 bond finance.
Key performance indicators
When the Group reaches a final investment decision for the bond 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 - 2 (directors)
Female - 2 (directors)
The Group recognises the need to operate a gender diverse business. The Board
will also ensure any future employment takes into account the necessary
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 collaboration between TVL and Geothermal Engineering Limited
("GEL") to explore opportunities to advance their respective lithium projects
through the exchange of information and the potential development of
integrated supply chains within the UK. GEL is a geothermal lithium resource
owner and is currently developing a geothermal energy plant and a lithium
extraction facility in Cornwall.
· The partnership with ABG Sundal Collier to act as its financial
advisor in respect of TVL's FEED Study.
· The agreement with Veolia Water Technologies Inc., a world leader
in water technologies and circular economy, to provide technical support and
key input into TVL's FEED study, to include process development, laboratory
validation testing, engineering, and global equipment supply capabilities.
· 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 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
21 May 2025
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 U.S.-based SPAC. She is a recipient of the Gencor
Geology Award.
Vikki Jeckell - Non-Executive Director
Vikki Jeckell is a strategic procurement and supply chain expert with over 15
years' worth of experience in the sector and is the former Head of Supply
Chain Strategy Development & Control for Battery Materials at Johnson
Matthey. In this role Vikki, led transformative initiatives, including the
establishment of an industry-leading responsible sourcing program and the
formation of strategic partnerships, contributing substantially to the
company's global supply chain capabilities.
Vikki has also worked as Head of Supply Chain Development for hydrogen company
LIFTE H2, held a senior leadership role at Women in Green Hydrogen and in 2022
she founded Supply Tactics Limited, a consultancy firm dedicated to enhancing
supply chain management within the batteries and hydrogen sectors.
Vikki has provided expert testimony to House of Commons committees on several
occasions, reflecting her commitment to help shaping policies within energy
transition. Vikki holds an LLB and an MBA.
Directors' Report
The Directors present their annual report together with the financial
statements and Auditor's Report for the year ended 31 January 2025. 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 2025 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
The beneficial shareholdings of the Board in the Company as at 31 January 2025
were as follows:
Number of ordinary shares % of issued share capital Share options
P Atherley 3,400,559 38.58% 400,000
S Quinn 446,428 5.06% 365,000
H Pein 32,142 0.36% 100,000
V Jeckell - - 325,000
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 9,514,851. 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 3,520,559 37.00%
Sam Quinn 506,428 5.32%
Corporate governance
The Group has set out its full Corporate Governance Statement on page 20. 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.
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 17 February 2025 the Company announced that it had raised £0.75m in a
subscription of 600,000 new ordinary shares at £1.25 per share.
On 18 February 2025 the Company announced the appointment of Vikki Jeckell as
CEO of TVL and the commencement of TVL's FEED study.
On 18 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.
On 12 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.
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 £2m minimum (decelerated project development
case) to £6.5m maximum (accelerated project development case) depending on
the level of technical project development work being undertaken, as
determined by funding availability.
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 the FEED study as well as 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
21 May 2025
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 2025 are summarised as follows:
Name of Director Position
P Atherley Non-Executive Chairman
S Quinn Non-Executive Director
H Pein Non-Executive Director
V Jeckell 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.
Letter of Appointment - Vikki Jeckell
Pursuant to a letter of appointment dated 20 November 2023 between the Company
and Vikki Jeckell, Vikki is engaged as a Non-Executive Director with fees of
£18,000 per annum. 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.
Pursuant to a consultancy agreement dated 22 September 2022 between Tees
Valley Lithium Limited and Supply Tactics Limited ("Supply Tactics"), a
company of which Vikki Jeckell is a director and 50% shareholder, Supply
Tactics is contracted to provide services to TVL in consideration of payment
of £20,000 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 4 21 September 2021
S Quinn 2021 4 21 September 2021
H Pein 2021 4 21 September 2021
V Jeckell 2023 2 20 November 2023
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
2025 was as follows (all figures are stated in GBP):
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
Year Ended 31 January 2024:
Director Directors fees Salary/Consulting fees Total remuneration
P Atherley 59,765 84,000 143,765
S Quinn 44,824 60,000 104,824
H Pein 18,000 - 18,000
V Jeckell 6,000 40,000 46,000
Total 128,589 184,000 312,589
Director incentives
In the year ended 31 January 2025, 475,000 options were granted to Directors
(2024: 325,000). As at 31 January 2025, 1,190,000 (2024: 715,000) options
issued to Directors were outstanding.
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 TBC 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.
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.
No views were expressed by shareholders during the year on the remuneration
policy of the Group.
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
21 May 2025
Risk Management Report
The Group 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
Company and its subsidiary undertakings from time to time (the "Group").
Currently the Group has insufficient capital to meet the funding requirements
for the development of the Project
As the Group is still evaluating the Project, it is still considering the
associated costs with the development of the Project and the amount of
additional capital that may be required.
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 a high-level preliminary review of expected costs the Directors
anticipate that a total of approximately £250 - 300 million (excluding
financing costs) of additional equity and / or debt financing will be required
and subject to the outcome of the feasibility and engineering studies 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 has not yet
begun the formal process of seeking third party debt financing in respect of
the Project, however the Group expects to carry out this process immediately
following completion of the feasibility studies and the Group's confirmation
to proceed with 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 not yet begun the formal process of seeking formal engagement
with advisors for equity financing in respect of the Project, however the
Group expects to carry out this process in due course following completion of
the feasibility and engineering studies.
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
21 May 2025
Corporate Governance Statement
The Group observes the requirements of the Quoted Company Alliance corporate
governance code (the "QCA Code") and is in compliance with the QCA Code, save
as set out below:
1. 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 three non-executive
Directors and one non-executive chairman.
2. 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.
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.
The Board has 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.
Carbon emissions
The Group currently has no trade, and no employees other than the Directors
and has no office. Therefore, the Group has minimal carbon emissions and it is
not practical to obtain emissions data at this stage.
Board of Directors
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.
Shareholder 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
21 May 2025
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 21 May 2025
Paul Atherley
Non-Executive Chairman
Independent auditor's report to the members of Alkemy Capital Investments Plc
Opinion
We have audited the financial statements of Alkemy Capital Investments Plc
(the "company") and its subsidiaries (the 'group') for the year ended 31
January 2025 which comprise the consolidated statement of comprehensive
income, the consolidated and company statement of financial position, the
consolidation and company statement of changes in equity, the consolidated and
company statement of cash flows, and notes to the financial statements,
including material accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK-adopted
international accounting standards.
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 2025 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 £60,000 (2024: £100,000), based on 5%
of loss before taxation. Materiality for the parent company financial
statements as a whole was set at £35,000 (2024: £46,000) 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 £42,000 (2024: £70,000) for the
group and £24,500 (2024: £32,200) 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
£3,000 (2024: £5,000). 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 were 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 · Reviewed the accounting policy adopted by management and whether the
requires management to make significant judgement based on the requirements of capitalisation criteria are consistent with the requirements set out in IAS
IAS 38. 38.
We therefore consider the inappropriate capitalisation of development costs to · Tested, on a sample basis, capitalised development costs to source
be a key audit matter. Refer to notes 2 and 10. documentation such as third party invoices and assessed whether these meet the
criteria for capitalisation.
· Challenged management on the reasonableness of the key judgements in
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 22, 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 four years, covering the periods ending 31 January
2022 to 31 January 2025.
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
21 May 2025
Consolidated Statement of Comprehensive Income
for the year ended 31 January 2025
Notes Year ended 31 January 2025 Year ended
31 January
2024
£ £
Continuing operations
Other income - 1,247
Administrative expenses 4 (1,226,984) (1,454,195)
Project development expenses 4 (65,276) (634,288)
Business development costs - (1,852)
Finance costs (135,073) (1,697)
Foreign exchange gains (losses) 1,007 (5,215)
Loss before taxation (1,426,326) (2,096,000)
Taxation 7 - 325,018
Loss after taxation (1,426,326) (1,770,982)
Other Comprehensive Income
Foreign exchange differences on translation of overseas subsidiaries
(12,976) (2,306)
Total Comprehensive loss for the year (1,439,302) (1,773,288)
Earnings per share:
Basic and diluted earnings per share (pence) 8 (16.2p) (23.4p)
The notes on pages 35 to 53 are an integral part of these financial
statements.
Consolidated Statement of Financial Position
As at 31 January 2025
Notes 31 January 31 January
2025 2024
£ £
Non Current Assets
Intangibles - Project development costs 10 506,184 317,089
Total Non Current Assets 506,184 317,089
Current assets
Trade and other receivables 12 47,808 126,303
Cash and cash equivalents 13 16,673 45,458
Total Current Assets 64,481 171,761
Total Assets 570,665 488,850
Equity
Share Capital 15 176,297 176,297
Share Premium 15 4,261,626 4,261,626
Share Based Payments Reserve 15 689,029 259,771
Foreign Exchange Reserve (17,927) (4,951)
Retained Earnings (6,639,717) (5,213,391)
Total Equity (1,530,692) (520,648)
Current Liabilities
Trade and other payables 14 1,501,966 907,209
Short term borrowings 17 599,391 102,289
Current and Total Liabilities 2,101,357 1,009,498
Total Equity and Liabilities 570,665 488,850
The notes on pages 35 to 53 are an integral part of these financial
statements.
The financial statements were approved and authorised for issue by the Board
on 21 May 2025.
Paul Atherley
Director
Alkemy Capital Investments plc
Consolidated Statement of Changes in Equity
For the year ended 31 January 2025
Share capital Share Premium Share Based Payments Reserve Foreign Exchange Reserve Retained Earnings Total
£ £ £ £
£ £
As at 1 February 2023 144,000 2,413,243 (3,442,409) (824,590)
63,221 (2,645)
Loss for the year - - - - (1,770,982) (1,770,982)
Foreign exchange losses on translation of overseas subsidiaries - - - (2,306)
- (2,306)
Total Comprehensive income - - (1,770,982) (1,773,288)
- (2,306)
Transactions with owners:
Issue of shares 32,297 1,848,383 - - - 1,880,680
Issue of options - - 182,150 - - 182,150
Issue of warrants - - 14,400 - - 14,400
Total transactions with owners 32,297 1,848,383 - 2,077,230
196,550 -
Balance at 31 January 2024 176,297 4,261,626 259,771 (4,951) (5,213,391) (520,648)
Share capital Share Premium Share Based Payments Reserve 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)
The notes on pages 35 to 53 are an integral part of these financial
statements.
Consolidated Statement of Cash Flows
for the year ended 31 January 2025
Notes Year ended 31 January 2025 Year ended
31 January
2024
£ £
Cash flows from Operating Activities
Loss for the year after tax (1,426,326) (1,770,982)
Share based payments 359,858 196,550
Financing costs 135,073 -
Decrease in receivables 12 78,495 85,822
Increase/(Decrease) in payables 14 483,781 (132,662)
Net cash outflow from operating activities (369,119) (1,621,272)
Cashflows from Investing Activities
Payments for intangible assets 10 (28,119) -
Net cash outflow from investing activities (28,119) -
Cash flows from financing activities
Proceeds of borrowing 370,850 -
Repayment of borrowings - (224,000)
Issue of shares (net of share issue expenses) 15 - 1,880,680
Net cash inflow from financing activities 370,850 1,656,680
Net (Decrease)/Increase in cash and cash equivalents during the year
(26,388) 35,408
Cash at the beginning of year 45,458 12,356
Effect of foreign exchange on currency holdings (2,397) (2,306)
Cash and cash equivalents at the end of the year 13
16,673 45,458
During the prior year £330,000 was settled directly by Paul Atherley on
behalf of the company against the loan provided by him. As such these
amounts represent a material non cash transaction.
The notes on pages 35 to 53 are an integral part of these financial
statements.
Company Statement of Financial Position
As at 31 January 2025
Notes 31 January 31 January
2025 2024
£ £
Non Current Assets
Investments in and loans to subsidiaries 11 3,265,998 2,943,953
Total Non Current Assets 3,265,998 2,943,953
Current assets
Trade and other receivables 12 38,676 73,710
Cash and cash equivalents 13 382 27,961
Total Current Assets 39,058 101,671
Total Assets 3,305,056 3,045,624
Equity
Share Capital 15 176,297 176,297
Share Premium 15 4,261,626 4,261,626
Share Based Payments Reserve 15 689,028 259,771
Retained Earnings (3,171,827) (2,263,777)
Total Equity 1,955,124 2,433,917
Current Liabilities
Trade and other payables 14 800,541 509,418
Short Term Borrowings 549,391 102,289
Current and Total Liabilities 1,349,932 611,707
Total Equity and Liabilities 3,305,056 3,045,624
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 £908,050 (2024: loss of £891,764).
The notes on pages 35 to 53 are an integral part of these financial
statements.
The financial statements were approved and authorised for issue by the Board
on 21 May 2025.
Paul Atherley
Director
Alkemy Capital Investments plc
Company Statement of Changes in Equity
For the year ended 31 January 2025
Share capital Share Premium Share Based Payments Reserve Retained Earnings Total
£ £ £ £
£
As at 1 February 2023 144,000 2,413,243 (1,372,013) 1,248,451
63,221
Loss for the year - - - (891,764) (891,764)
Total Comprehensive income - - (891,764) (891,764)
-
Transactions with owners:
Issue of shares 32,297 1,848,383 - - 1,880,680
Issue of options - - 182,150 - 182,150
Issue of warrants - - 14,400 - 14,400
Total transactions with owners 32,297 1,848,383 - 2,077,230
196,550
Balance at 31 January 2024 176,297 4,261,626 (2,263,777) 2,433,917
259,771
Share capital Share Premium Share Based Payments Reserve 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
The notes on pages 35 to 53 are an integral part of these financial
statements.
Company Statement of Cash Flows
for the year ended 31 January 2025
Notes Year ended 31 January 2025 Year ended
31 January
2024
£ £
Cash flows from Operating Activities
Loss for the year after tax (908,050) (891,764)
Share based payments 359,857 196,550
Finance costs 135,073 -
Decrease in receivables 12 35,034 9,448
Increase in payables 14 301,701 116,740
Net cash outflow from operating activities (76,385) (569,026)
Cashflows from Investing Activities
Investments in subsidiaries 11 (1) (2)
Loans provided to subsidiaries 11 (322,043) (1,065,047)
Net cash outflow from investing activities (322,044) (1,065,049)
Cash flows from financing activities
Proceeds of borrowing 370,850 -
Repayment of borrowings - (224,000)
Issue of shares (net of share issue expenses) 15 - 1,880,680
Net cash inflow from financing activities 370,850 1,656,680
Net increase/(decrease) in cash and cash equivalents during the year
(27,579) 22,605
Cash at the beginning of year 27,961 5,356
Cash and cash equivalents at the end of the year 13
382 27,961
The notes on pages 35 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 2025:
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 2025 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 2024.
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 £2m minimum (decelerated project development
case) to £6.5m maximum (accelerated project development case) depending on
the level of technical project development work being undertaken, as
determined by funding availability.
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 the FEED study as well as 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.
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.
Government grants
Government grants are recognised when there is reasonable assurance that the
Group will comply with the conditions attached to the grant and that the grant
will be received.
Grants related to income are recognised in the consolidated income statement
on a systematic basis over the periods in which the Group recognises the
related costs, for which the grants are intended to compensate. Such grants
are presented as other income, unless offset against related expenses.
Grants related to intangible assets under development are recognised as an
offset and therefore a reduction in the expenditure undertaken, with
expenditure net of grant rebate income being capitalised in the period of
recognition.
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 or
estimations in these financial statements to be the capitalisation of
development expenditure on the Project, vesting periods for share options and
the application of the going concern principle.
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 year 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 Headland, Australia.
Year to January 2025 UK Australia Total
£ £ £
Other Revenue - - -
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)
Year to January 2024 UK Australia Total
£ £ £
Other Revenue 1,247 - 1,247
Business development (1,852) - (1,852)
Project Development (349,836) (284,452) (634,288)
Administration expenses (1,295,137) (159,058) (1,454,195)
Foreign exchange (5,215) - (5,215)
Finance costs (1,697) - (1,697)
Loss before tax (1,652,490) (443,510) (2,096,000)
4. EXPENSES BY NATURE
2025 2024
£ £
Employee benefit expense (note 6) 214,895 302,733
Employee benefit - share based payments 305,637 66,802
Advertising and marketing 46,065 122,426
Regulatory compliance expense 33,751 67,481
Share based payments - advisors 54,221 115,348
Travel and accommodation 9,593 37,704
Other professional fees 503,302 696,744
Other operating expenses 59,520 44,957
Total administrative expenses 1,226,984 1,454,195
Project development costs of £65,276 (2024: £634,288) 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:
2025 2024
£ £
Fees payable to the auditor for the audit of the Company 50,500 47,350
Total auditor's remuneration 50,500 47,350
6. EMPLOYEE BENEFIT EXPENSE
2025 2024
£ £
Directors' salaries 156,547 128,589
Share based payments 305,637 66,802
Staff salaries 32,552 145,403
Recruitment and other staff costs 3,808 920
Social security 21,988 27,821
Total employee benefit expense 520,532 369,535
There was one employee in the year other than the Directors (2024: one).
Further disclosures in respect of Directors' remuneration are included within
the Directors' Remuneration Report.
7. INCOME TAX
2025 2024
£ £
Current tax - 325,018
Total - 325,018
2025 2024
£ £
Loss on ordinary activities before taxation (1,426,326) (2,096,000)
Tax calculated at domestic rate applicable to UK standard rate for small
companies of 19%
(271,002) (398,240)
Effects of:
Expenses not deductible for tax purposes 69,434 35,844
Tax losses carried forward on which no deferred tax asset is recognised 201,568 37,378
Income tax credit - 325,018
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 £5,304,031 (2024: £3,877,705) 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.
2025 2024
£ £
Loss from continuing operations attributable to equity holders of the company
(1,426,326) (1,770,982)
Weighted average number of ordinary shares in issue 8,814,851 7,560,005
Pence Pence
Basic and fully diluted loss per share from continuing operations (16.18) (23.43)
As at 31 January 2025 and 2024 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
2025 2024
£ £
At the beginning of the year 317,089 298,813
Additions in the year 189,095 18,276
At the end of the year 506,184 317,089
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 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.
11. INVESTMENT IN AND LOANS TO SUBSIDIARIES (COMPANY)
2025 2024
£ £
Investment in Subsidiaries 5 4
Loans to Subsidiaries 3,265,993 2,943,949
Total 3,265,998 2,943,953
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 2025 2024
£ £
Prepayments 20,089 47,537
VAT and GST recoverable 26,894 73,660
Other receivables 825 5,106
Total 47,808 126,303
Company 2025 2024
£ £
Prepayments 20,089 45,490
VAT and GST recoverable 18,587 25,720
Other receivables - 2,500
Total 38,676 73,710
13. CASH AND CASH EQUIVALENTS
Group 2025 2024
£ £
Cash at bank and on hand 16,673 45,458
16,673 45,458
Company 2025 2024
£ £
Cash at bank and on hand 382 27,961
382 27,961
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 16.
14. TRADE AND OTHER PAYABLES
Group 2025 2024
£ £
Trade payables 858,538 673,199
Other payables 85,671 53,965
Accrued expenses 557,757 180,045
Total trade and other payables 1,501,966 907,209
Company 2025 2024
£ £
Trade payables 471,471 364,948
Other payables 4,503 7,365
Accrued expenses 324,567 137,105
Total trade and other payables 800,541 509,418
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. SHARE CAPITAL, SHARE PREMIUM & SHARE BASED PAYMENTS
Number of ordinary shares of 2p Share Capital Share premium Share based payments
£ £ £
At 31 January 2023 7,199,998 144,000 2,413,243 63,221
Share issues 1,614,853 32,297 1,968,497 -
Share issue expenses - - (105,714) -
Issue of Options and Warrants - (14,400)
- 196,550
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
Share issues in year and prior year:
On 5 October 2023 the Company issued 964,853 ordinary shares of 2p for cash at
a price of £1.40 per share.
On 4 January 2024 the Company issued 650,000 ordinary shares of 2p for cash at
a price of £1 per share.
Options issued in the year and prior year:
On 5 August 2024 the Company issued 500,000 options over ordinary shares,
exercisable for 2 years from grant at a strike price of £0.02 per share and
vesting when the Company has successfully raised sufficient funding to
complete its proposed FEED study for the Project.
On 6 June 2023 the Company issued 430,000 options over ordinary shares,
exercisable for 5 years from grant at a strike price of £1.75 per share and
made up of three equal tranches with vesting conditions as follows:
A) The options vest when the Company share price has exceeded £5 for a
period of 10 consecutive trading days;
B) The options vest on the later of i) the share price having exceeded £5
for a period of 10 consecutive trading days and ii) completion of project
financing for the construction of the Project;
C) The options vest on the later of the share price having exceeded £5
for a period of 10 consecutive trading days and ii) the commissioning of train
1 of the Project.
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
2025 2024
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 1,220,000 130.53 790,000 106.33
Granted during the year 500,000 2 430,000 175
Lapsed during the period (100,000) (150) - -
Outstanding at the end of the period 1,620,000 98.92 1,220,000 130.53
Included in the share based payment charge for the year is the amount of
£69,400 relating to a provision for the issuance of warrants post year end
for which the company had a legal obligation to issue as at the reporting
date. The warrants are issuable to a finance provider during the year and
were issued on 17 February 2025 following the year end.
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.
16. 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 £44,392 comprising £27,719 of
Trade and other receivables less prepayments and £16,673 in cash and cash
equivalents. The Company's maximum exposure to credit risk is £3,284,962
comprising £3,265,993 of intercompany receivables, £18,587 of Trade and
other receivables less prepayments and £382 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 Paul Atherley, Group
CEO 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 28% 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 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
Group GBP AUD Total
31 January 2024
£ £ £
Trade and other receivables 42,736 36,030 78,766
Cash and cash equivalents 34,387 11,071 45,458
Trade and other payables 697,889 209,320 907,209
Short-term borrowings 102,289 - 102,289
17. FINANCIAL INSTRUMENTS
Categories of financial instruments:
2025 2024
Group £ £
FINANCIAL ASSETS AT AMORTISED COST:
Cash and cash equivalents
16,673 45,458
Trade and other receivables (excluding prepayments)
27,719 78,766
Total financial Assets at amortised cost
44,392 124,224
FINANCIAL LIABILITIES AT AMORTISED COST:
Trade and other payables 1,501,966 907,209
Short term borrowings 599,391 102,289
Total financial liabilities at amortised cost 2,101,357 1,009,498
2025 2024
Company £ £
FINANCIAL ASSETS AT AMORTISED COST:
Cash and cash equivalents
382 27,961
Trade and other receivables (excluding prepayments)
18,587 28,221
Total financial Assets at amortised cost
18,969 56,182
2025 2024
£ £
FINANCIAL LIABILITIES AT AMORTISED COST:
Trade and other payables 800,541 509,418
Short term borrowings 549,391 102,289
Total financial liabilities at amortised cost 1,349,932 611,707
Short term borrowings as at the year end includes an amount of £394k payable
to an external funding provider which was drawn on in the year and is
repayable on 31 May 2025, unless extended by mutual agreement.
18. RELATED PARTY TRANSACTIONS
The compensation payable to Key Management personnel comprised £549,047
(2024: £312,589) 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 £65,157 (2024:
£65,192) during the year for the provision of accounting and finance,
administration, bookkeeping and secretarial services. At the year end, an
amount of £78,701 (2024: £31,159) was due to Silvertree Partners LLP.
Sam Quinn is a director and shareholder of Lionshead Consultants Ltd who
received £60,000 (2024: £60,000) during the year for the provision of
consulting services and nil in reimbursement of expenses (2024: £2,093). At
the year end, an amount of £78,000 (2024: nil) was due to Lionshead
Consultants Ltd.
Paul Atherley is a director and shareholder of Selection Capital Ltd who
received £49,154 during the year for the provision of advisory services
(2024: £84,000) and nil (2024: £3,172) during the year in reimbursement of
various costs met on behalf of the Company. At the year end, an amount of
£196,607 (2024: £108,289) 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
£205,289 (2024: £102,289). The loan is interest free and repayable when
the Company has raised sufficient additional finance to effect settlement.
During the year, the Group incurred nil (2024: £11,075) in travel related
costs with Pensana plc, a company in which Paul Atherley is a director and
shareholder. As at the reporting date, £16,890 remained outstanding for
settlement (2024: £18,850).
Vikki Jeckell is a director and shareholder of Supply Tactics Ltd who received
£240,000 during the year for the provision of advisory services (2024:
£40,000). At the year end, an amount of £243,200 (2024: £72,000) 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
Headland 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 £260,583 (2024: £766,866) for TVL, £38,911
(2024: £151,670) for PHL and £19,441 (2024: £146,487) for ACSL and £3,110
(2024: nil) for TVG respectively. Balances remaining owing from subsidiaries
to the Company as at 31 January 2025 were £2,639,177 (2024: £2,542,969) for
TVL, £190,610 (2024: £151,670) for PHL, £3,110 (2024: nil) for TVG and
£268,729 (2024: £249,288) for ACSL respectively.
During the year, amounts totalling £36,210 (2024: £57,714) were paid to Alex
Della Bosca, daughter of Paul Atherley, for her employment by the Group.
19. POST YEAR-END EVENTS
On 17 February 2025 the Company announced the raising of £750,000 before
costs through the issuance of 600,000 new ordinary shares at a price of £1.25
per share. The subscription included the participation of £150,000 from
Paul Atherley, £75,000 from Sam Quinn, £50,000 from Vikki Jeckell and
£10,000 from Helen Pein. Subscribers were provided with a 1 for 2 warrant
with an exercise price of £2 per share, exercisable for 2 years from the date
of grant and with an accelerator clause should the Company share price exceed
£4 for a ten consecutive day period. The Company at the same time also
issued 100,000 new ordinary shares to various suppliers in settlement of
services received. Further, the Company announced the granting of 65,000
warrants exercisable at £0.88 per share, 50,000 exercisable at £1.25 per
share and 120,000 exercisable at £1.75 per share to various parties.
On 18 February 2025 the Company announced the appointment of Vikki Jeckell as
CEO of Tees Valley Lithium Limited. The Company further announced that it
had formerly commenced the preparation of its FEED study for the Project.
On 18 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.
On 12 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.
20. 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.
21. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments as at 31 January
2025 (2024: nil).
Included in trade and other payables is amounts totalling £194,800 which the
Company is disputing due to non delivery of the relevant services. The
Company does not expect these amounts to become payable following conclusion
of the dispute process, however as there can be no certainty of the outcome
the Company continues to recognise this liability until the process has
completed.
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