REG - Blencowe Resources - Interim Consolidated FS Six Month End 31 Mar 2025
02/06/2025 16:00
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RNS Number : 0822L Blencowe Resources PLC 02 June 2025
Date: 02 June 2025
Blencowe Resources Plc
("Blencowe" or the "Company")
Interim Consolidated Financial Statements
for the six month period ended 31 March 2025
The Company is pleased to announce its Interim Results for the six-month
period to 31 March 2025.
Electronic copies of the report will be available at the Company's website
www.blencoweresourcesplc.com (http://www.blencoweresourcesplc.com)
For further information please contact:
Blencowe Resources www.blencoweresourcesplc.com (http://www.blencoweresourcesplc.com)
Sam Quinn Tel: +44 (0) 1624 681 250
info@blencoweresourcesplc.com
Investor Enquiries Tel: +44 (0) 7891 677 441
Sasha Sethi sasha@flowcomms.com (mailto:sasha@flowcomms.com)
Tavira Securities Limited Tel: +44 (0)203 192 1733
Jonathan Evans jonathan.evans@tavirasecurities.com
Interim Management Report
This report covers the period 30 September 2024 to 31 March 2025, and
subsequent events to 30 April 2025.
During this period Blencowe has been focused on the Definitive Feasibility
Study (DFS) for the Orom-Cross graphite project, and the many aspects that are
part of this critical milestone.
Work has taken place in three key areas, namely (1) bulk sample testing and
pre-qualification for offtake agreements, (2) further drilling at Orom-Cross
and (3) infrastructure work at site, and other local requirements such as the
updated ESIA. In all areas Blencowe has made considerable progress as we now
head into the final stages of the study, confident we have a DFS emerging that
showcases a very valuable, long-term graphite project.
The necessity to get end products qualified with end users as the means to
deliver offtake agreements has added time, cost and complexity to the DFS.
However, with the support of the Ugandan Government, Blencowe mined and
shipped 600 tonnes of Orom-Cross ore to pilot testing facilities in China
where extensive testing was done at both concentrate and purified stages, to
ensure the end products carry the chemical characteristics the buyers are
seeking. All results to date are positive. These tests were completed in
late 2024 and samples have been sent (and continue to be sent) to many
potential offtakers all over the world, for both large and small flake
products. Orom-Cross has a high-grade end product that is widely recognized
as industry-leading and offtake agreements have been signed with end users
covering the full range of products we will produce.
As part of the DFS a further 7,000m drilling program was planned for the
latter stages of the DFS with three key objectives. Firstly, to infill
previous drilling to convert substantial tonnes of resources to reserves, to
increase the mineable volumes (and extend the life of mine), secondly to
provide geotechnical information for mine planning and pit designs, and
thirdly to step out and drill new targets identified at both Northern Syncline
and the exciting new Beehive deposit. To date all drilling has been
successful and core is now being sent to accredited labs in Tanzania for
assaying. Thereafter this information will feed into a revised JORC Resource
report and Blencowe is hoping for a significant increase in the existing 25Mt
JORC Resource for Orom-Cross. Work will be completed by the Q3 2025 and fed
into the DFS thereafter.
Considerable work has taken place in-country to plan all necessary
infrastructure to ensure Orom-Cross can move into production, including roads,
power, water, communications, and camp facilities. As part of the latest
drilling program the first permanent camp has been erected at Orom-Cross which
is another milestone for the Company. This work is nearing completion and a
revised ESIA (environmental report) was accepted by the Ugandan authorities
earlier in 2025. Graphite specialist technical firm CPC Engineering have
been working on plant design and will ultimately sign off on the entire DFS
once all parts are concluded.
In addition, Blencowe has been working through its proposed strategy to
incorporate a downstream processing facility to produce uncoated spheronised
purified graphite (USPG) in-country, which adds significant advantages and
value to the overall project. One of the most experienced SPG producers in
the world has expressed their desire to build and operate this facility in
Uganda under a Joint Venture arrangement with our Company, and Blencowe is
working through this structure and strategy to ensure this gets incorporated
into the overall DFS. Selling a large percentage of the small flake
concentrate produced by Orom-Cross into this SPG facility nearby provides an
offtake outlet that is extremely valuable and differentiating to graphite
peers.
In parallel to the Orom-Cross DFS work the Company has actively been pursuing
funding alternatives, both short term (to complete the study) and longer term,
to bring the project into production. With the support of the US
International Development Finance Corporation (DFC), which is the private
sector lending arm of the US Government, Blencowe has been able to use the
US$5 million grant funding provided by DFC to advance the Study. In
addition, funds have been raised in the UK with the support of Tavira
Securities Limited, the Company's brokers. A long term funding solution
involving both debt and equity is being worked through, with DFC envisaged as
the cornerstone debt provider, but this can only begin to gather momentum once
the DFS is completed.
The narrative above gives shareholders some idea of the wide range of work on
numerous fronts, and across several continents, which is underway, all aimed
at adding value to the exceptional Orom-Cross project. Challenges remain in
the graphite market, and we are well aware of these, but we have a unique
project that differentiates from its peers via key fundamentals, strategy and
relationships that will all come together to bring this mine into operation
ahead.
We thank our shareholders and other stakeholders for their continued support,
and we look forward to further success for the Company as we achieve these
milestones.
Mike Ralston
Chief Executive Officer
Responsibility Statement of the Directors in respect of the Interim Report
The Directors are responsible for preparing the Interim Financial Statements
in accordance with applicable law and regulations. In addition, the Directors
have elected to prepare the Interim Financial Statements in accordance with
International Financial Reporting Standards ("IFRSs"), as adopted by the
United Kingdom ("UK").
The Interim Financial Statements are required to give a true and fair view of
the state of affairs of the Group and of the profit or loss of the Group for
that period.
In preparing these Interim Financial Statements, the Directors are required
to:
· select suitable accounting policies and then apply them consistently;
· present information and make judgements that are reasonable, prudent and
provides relevant, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact
of particulars transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the Group's ability to continue as a going
concern.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time its financial position of the Group to enable
them ensure that the financial statements comply with the requirements of the
Companies Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and Interim Financial Statements. Legislation governing the
preparation and dissemination of Interim Financial Statements may differ from
one jurisdiction to another.
We confirm that to the best of our knowledge:
· the Interim Financial Statements, prepared in accordance with
International Financial Reporting Standards as adopted by the UK, give a true
and fair view of the assets, liabilities, financial position and profit or
loss of the Group for the period;
· the Director's report includes a fair review of the development and
performance of the business and the position of the group, together with a
description of the principal risks and uncertainties that they face; and
· the interim report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the group's performance, business model and strategy.
Consolidated Statement of Comprehensive Income for the six month period ended
31 March 2025
6 months ended 6 months ended 12 months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Exploration costs - (23,669) (23,668)
Impairment of intangible assets (103,279)
Administrative fees and other expenses 5 (161,205) (682,486) (789,707)
Operating loss (161,205) (706,155) (916,654)
Finance costs (23,363) (19,685) (44,987)
Loss before tax (184,568) (725,840) (961,641)
Income tax - - -
Loss after tax (184,568) (725,840) (961,641)
Other comprehensive income
Exchange differences on translation of foreign operation (36,489) 64,153 58,840
Other comprehensive income, net of tax (36,489) 64,153 58,840
Total comprehensive loss (221,057) (661,687) (902,801)
Basic and diluted loss per share (pence) 10 (0.09) (0.31) (0.45)
There was no other comprehensive income for the period ended on 31 March 2025.
The accompanying notes form an integral part of the Interim Financial
Statements.
Consolidated Statement of Financial Position as at 31 March 2025
As at As at As at
31 Mar 2025 31 Mar 2024 30 Sept 2024
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Non-Current Assets 6 10,157,290 7,061,967 7,603,793
Current assets
Trade and other receivables 7 63,534 113,470 24,442
Cash and cash equivalents 942 444,991 114,694
Total current assets 64,476 558,461 139,136
Total assets 10,221,766 7,620,428 7,742,929
Current liabilities
Creditors: Amounts falling due within one year 8 (979,757) (1,238,944) (1,020,375)
Surface liability 9 (140,372) - (134,953)
Total current liabilities (1,120,129) (1,238,944) (1,155,328)
Non-current liabilities
Surface liabilities 9 (852,412) (783,549) (794,183)
Total liabilities (1,972,541) (2,022,493) (1,949,511)
Net assets 8,249,225 5,597,935 5,793,418
Equity
Share capital 12 1,755,471 1,377,801 1,423,759
Share premium 12 11,934,727 8,986,590 9,377,229
Warrants reserves 126,342 428,342 428,342
Translation reserve 53,163 94,892 89,579
Retained earnings (5,620,478) (5,289,690) (5,525,491)
Total equity 8,249,225 5,597,935 5,793,418
The accompanying notes on pages form an integral part of the Interim Financial
Statements.
Consolidated Statement of Changes in Equity for the six month period ended 31
March 2025
Share capital Share premium Share option reserves Retained earnings Translation reserve Total equity
GBP GBP GBP GBP GBP GBP
Balance as at 30 Sep 2023 1,338,566 8,637,399 428,342 (4,563,850) 30,739 5,871,196
Total comprehensive loss for 6 months
Loss for the period - - - (725,840) - (725,840)
Total comprehensive loss - - - (725,840) - (725,840)
Contributions from equity holders
New shares issued 39,235 353,115 - - - 392,350
Share issue costs - (3,924) - - - (3,924)
Exchange differences on translation - - - - 64,153 64,153
Total contributions from equity holders 39,235 349,191 - - 64,153 452,579
Balance as at 31 Mar 2024 1,377,801 8,986,590 428,342 (5,289,690) 94,892 5,597,935
Total comprehensive loss for 6 months
Loss for the period - - - (235,801) - (235,801)
Total comprehensive loss - - - (235,801) - (235,801)
Contributions from equity holders
New shares issued 45,958 413,618 - - - 459,576
Share issue costs - (22,979) - - - (22,979)
Exchange differences on translation of foreign operations - - - - (5,313) (5,313)
Total contributions from equity holders 45,958 390,639 - (235,801) (5,153) 431,284
Balance as at 30 Sep 2024 1,423,759 9,377,229 428,342 (5,525,491) 89,579 5,793,418
Share capital Share premium Share option reserves Retained earnings Translation reserve Total equity
GBP GBP GBP GBP GBP GBP
Balance as at 30 Sep 2024 1,423,759 9,377,229 428,342 (5,525,491) 89,579 5,793,418
Total comprehensive loss for 6 months
Loss for the period - - - (184,568) - (184,568)
Total comprehensive loss - - - (184,568) - (184,568)
Contributions from equity holders
New shares issued 331,712 2,578,909 - - - 2,910,621
Share issued costs - (21,411) - - - (21,411)
Warrants reserve - - (302,000) - - (302,000)
Exchange differences on translation of foreign operations - - - 89,581 (36,416) 53,165
Total contributions from equity holders 331,712 2,557,498 (302,000) 89,581 (36,416) 2,640,373
Balance as at 31 Mar 2025 1,755,471 11,934,727 126,342 (5,620,478) 53,163 8,249,225
The accompanying notes form an integral part of the Interim Financial
Statements.
Consolidated Statement of Cash Flows for the six month period ended 31 March
2025
As at As at As at
31 Mar 2025 31 Mar 2024 30 Sept 2024
(Unaudited) (Unaudited) (Audited)
Notes GBP GBP GBP
Operating activities
Loss after tax (184,568) (725,839) (961,641)
Depreciation - - -
Finance costs 23,363 19,685 44,987
Impairment - - 103,279
Warrant cost/(warrants fair value adjustment) (302,000) - -
Unrealised currency translation (84,348) 126,864 204,739
Changes in working capital
Decrease/(increase) in trade and other receivables 7 (39,092) (81,607) 7,422
Increase/(decrease) in trade and other payables 8 (35,199) 162,775 (139,893)
Net cash flows from operating activities (621,844) (498,122) (741,107)
Investment activities
Government grant 6 - 1,600,178 2,787,090
Investment in exploration assets (2,381,118) (1,175,345) (2,846,130)
Net cash flows from investment activities (2,381,118) (424,833) (59,040)
Financing activities
Shares issued (net of issue cost) 2,889,210 388,427 784,988
Net cash flows from financing activities 2,889,210 388,427 784,988
Increase in cash and short-term deposits (113,752) 315,138 (15,159)
Cash and short-term deposits brought forward 114,694 129,853 129,853
Cash and cash equivalents at end of period 942 444,991 114,694
The accompanying notes form an integral part of the Interim Financial
Statements.
Notes to the Financial Statements for the six month period ended 31 March 2025
1. General
Blencowe Resources Plc (the "Company") is a public limited company
incorporated and registered in England and Wales on 18 September 2017 with
registered company number 10966847 and its registered office situated in
England and Wales at 167-169 Great Portland Street, Fifth Floor, London,
England W1W 5PF.
The Group did not earn any trading income during the period under review but
incurred expenditure in developing its principal assets.
The Consolidated Interim Financial Statements of the Company for the six month
period ended 31 March 2025 comprise the financial statements of the Company
and its subsidiaries (together referred to as the "Group").
2. Accounting Policies
Basis of preparation
The Interim Financial Statements of the Group are unaudited condensed
financial statements for the six month period ended 31 March 2025.
The accounting policies applied by the Group in these Interim Financial
Statements, are the same as those applied by the Group in its consolidated
financial statements and have been prepared on the basis of the accounting
policies applied for the financial year to 30 September 2024 which have been
prepared in accordance with IFRS as adopted by UK. The Group Financial
Statements have been prepared using the measurement bases specified by IFRS
each type of asset, liability, income and expense.
The Group Financial Statements are presented in GBP, which is the Group's
functional currency. All amounts have been rounded to the nearest pound,
unless otherwise stated.
Government grants
The Group is recognising government grants. Government grants are recognized
once the entity has complied with conditions attaching to them and they have
been received. Governments grants are accounted for using the capital approach
under which a grant is recognized outside the profit and loss. Government
grants related to assets, are presented in the statement of financial position
by deducting the grant in arriving at the carrying amount of the asset. The
grant is recognized in profit or loss over the life of a depreciable asset as
a reduced depreciation expense.
Comparative figures
The comparative figures have been presented as the Group Financial Statements
cover the 6 month period ended 31 March 2024 and the 12 month period ended 30
September 2024.
3. Critical accounting estimates and judgments
In preparing the Group's Interim Financial Statements, the Directors have to
make judgments on how to apply the Group's accounting policies and make
estimates about the future. The Directors do not consider there to be any
critical judgments that have been made in arriving at the amounts recognised
in the Group Financial Statements.
4. Significant accounting policies
The accounting policies adopted are consistent with those followed in the
preparation of the annual financial statements of Blencowe Resources Plc for
the year ended 30 September 2024. A copy of these financial statements is
available on the Group website at https://blencoweresourcesplc.com/
(https://blencoweresourcesplc.com/)
5. Administrative fee and other expenses
6 months ended 6 months ended 12 Months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Directors' remuneration 85,028 69,857 153,556
Professional fees 100,484 80,001 129,617
Salaries 75,000 75,000 150,000
Listing fees 66,090 20,933 43,238
Audit fees 27,945 33,498 42,000
Warrant cost/(warrants fair value adjustment) (302,000) - -
Administration fees 23,500 23,500 47,000
Sponsorship 5,348 5,690 -
Broker fees 23,817 18,434 33,241
Travelling expenses 35,113 11,034 16,395
Ugandan taxes - 342,751 -
Miscellaneous fees 24,160 4,445 42,884
Royalties - 1,244 -
Foreign currency (gain)/loss (3,280) (3,901) 131,776
Total 161,205 682,486 789,707
The Group had two employees who are key management personnel and three
Directors. The Directors and the key management personnel's remuneration
related solely to short term employee benefits.
The £302,000 is a fair value adjustment on the warrants that have expired in
2024 and not exercised by the directors and management.
6. Non-Current assets
For the period ended 31 March 2025 intangible assets represents capitalised
costs associated with the Group's exploration, evaluation and development of
mineral resources net of any Government grants received.
6 months ended 6 months ended 12 months ended
31 Mar 2025 31 Mar 2024 30 Sept 2024
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Exploration assets 12,944,380 8,662,145 10,390,883
Property, Plant and Equipment - - -
Grant from US Government (Refer below) (2,787,090) (1,600,178) (2,787,090)
Total 10,157,290 7,061,967 7,603,793
The company signed a US$5 million agreement with the U.S. International
Development Finance Corporation ("DFC") in order to provide substantial
funding for the Orom Cross Definitive Feasibility Study programme, via a
Technical Assistance Grant ("TAG"). The DFC is a proxy for the US Government
which funds the organisation and ultimately sets its vision, parameters and
funding distribution. DFC payments will be made as agreed feasibility study
milestones are achieved. As part of the US$5 million Technical Assistance
Grant ("TAG") the DFC has a right of first refusal on commercial terms to
arrange project financing for the Orom-Cross project, which may deliver
Blencowe with a full funded solution to bring Orom-Cross into production with
support from a major financial institution. The agreement is subject to
various events of default.
7. Trade and other receivables
6 months ended 6 months ended 12 Months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Other receivables 25,806 35,166 8,948
Prepayments 37,728 78,304 15,494
Total 63,534 113,470 24,442
8. Creditors: Amounts falling due within one year
6 months ended 6 months ended 12 Months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Payables 742,671 707,912 634,918
Surface liabilities (Note 9) - - -
Accruals and provision 22,000 194,352 76,048
Ugandan taxes 215,086 336,680 309,409
Total 979,757 1,238,944 1,020,375
9. Surface liabilities
Blencowe Resources Uganda Limited, the Company's subsidiary entered into an
agreement for surface rights over the land in the mineral area of the licence.
The land owners granted Blencowe Resources Uganda Limited a 49 year lease over
an area. The liability to the land owners is to be paid in 8 instalments at
defined dates with the final payment due in 2035.
6 months ended 6 months ended 12 Months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
Total payable at the beginning of the period 929,136 818,915 818,915
Utilisation - - 148,468
Interest charged during the period 23,363 19,685 44,987
Exchange loss on valuation 40,285 (55,051) (83,234)
Total payable as at period end 992,784 783,549 929,136
Analysis between current and non-current liability
Payable within 12 months 140,372 - 134,953
Payable after 12 months 852,412 783,549 794,183
992,784 783,549 929,136
The value of the lease is measured at the present value of the contractual
payments due to the lessor
over the lease term, with the discount rate of 5%.
10. Loss per share
The calculation of the basic and diluted loss per share is based on the
following data:
6 months ended 6 months ended 12 Months ended
31 Mar 2025 31 Mar 2024 30 Sep 2024
(Unaudited) (Unaudited) (Audited)
Earnings GBP GBP GBP
Loss from continuing operations for the period attributable to the equity (221,057) (661,687) (961,641)
holders of the Group
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and
diluted earnings per share
240,954,698 210,540,876 216,036,425
Basic and diluted loss per share (pence) (0.09) (0.31) (0.45)
There are no potentially dilutive shares in issue.
11. Related party transactions
The are no related party transactions during the period except for the
Directors' remuneration, which have been disclosed in note 5.
Sam Quinn is a director and shareholder of the Company and a Director of
Lionshead Consultants Limited. During the period, Lionshead Consultants
Limited charged fees for consultancy fees of £40,000 (31 March 2024: £18,000
and 30 Sep 2024: £36,000).
There is no material impact on the Group's basis or diluted earnings per share
and no impact on the total operating, investing or financing cashflows for the
half year ended 31 March 2025.
12. Events after the reporting date
On 8 April 2025 the Company announced that they had signed a non-binding
offtake agreement with TaiDa, to supply an initial 5000t per year of 96%
graphite concentrate for three years with potential expansion later. This
agreement covers 50% of initial Phase 1 of production of 10,000tpa targeted
from 2026. Pricing expected to reflect premium markets and will be confirmed
post-DFS and financing at binding stage.
On 15 April 2025 the Company announced that it had successfully raised gross
proceeds on £1 million through the issue of 33,333,334 new ordinary shares.
On the same date the Company also announced a retail offer via BookBuild of
new ordinary shares raising up to £0.1 million.
On 7 May 2025 the Company announced the successful ongoing drilling on its
6,750 metres exploration program at Orom-Cross project in Northern Uganda was
nearing completion. Its permanent exploration camp construction was advancing
onsite, and government approval was in place for export of assay samples for
testing.
On 23 May 2025 the Company announced that they had received a further US$0.5
million from the US International Development Finance Corporation (DFC) taking
total funds received under the overall US$5.0 million technical assistance
grant to $4.0 million. This grant funding is non-dilutive and comes with no
requirement to repay under any circumstances.
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