REG - Bradda Head Lithium - Audited Final Results For Year Ended 28 Feb 2025
31/07/2025 15:45
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RNS Number : 4682T Bradda Head Lithium Ltd 31 July 2025
31 July 2025
Bradda Head Lithium Ltd
("Bradda Head", "Bradda", or the "Company")
Audited Final Results for the financial year ending 28 February 2025
Bradda Head Lithium Ltd (AIM: BHL), the North America-focused lithium
development group, is pleased to announce its audited financial results for
the year ending 28 February 2025.
Financial and operational highlights
· Successful completion of the Basin drill programme in May 2024,
which preceded an upgraded Mineral Resource Estimate ("MRE") for an increase
from an Inferred 1.0 Mt LCE to an updated total Inferred/Indicated/Measured
LCE content of 2.81 Mt.
· Receipt of the final US$3.0 million royalty payment following MRE
update.
· At our San Domingo pegmatite project, identified new targets and
strengthened existing targets by conducting new surface sampling,
specifically, channel sampling, on pegmatite exposures proximal to exciting
drill hole intercepts.
· Recorded net profit of US$ 1,100,162 (29 February 2024: net loss
of US$ 1,503,858).
· Cash and cash deposit balances at year end stand at US$ 1,086,596
(28 February 2023: US$ 1,664,662).
Ian Stalker, Chairman of Bradda Head, commented:
"Despite a challenging year, we maintain steady optimism that the future is
bright in the lithium space. A glance at the year demonstrates that Bradda
Head has maintained its clear focus to expand and develop our resources and
has successfully delivered on our objectives. Similar to 2023, a drilling
programme at Basin focused on expansion of the lithium in clay resource,
completed in July 2024. Once again, the program was successful and
significantly upgraded the Basin resource from 1.00Mt to 2.81Mt of LCE
(Lithium Carbonate Equivalent), thereby triggering a royalty payment of US$3.0
million from the Lithium Royalty Company. We were also highly encouraged by
the promising results from our San Domingo surface exploration programme, with
the identification of new lithium bearing pegmatites at Ruby Soho and
excellent channel sample results at Dragon, completed in 2024. Both of these
achievements speak to our determined and ongoing efforts to progress our
portfolio in a capital efficient manner.
"Since year end, we have aimed to finalise drill hole permitting at Dragon and
Ruby Soho where high grade spodumene targets were identified, ideally drilling
in H2 of 2025. We have already made considerable progress on this front,
receiving bond approval on the Dragon NOI in addition to receiving approval to
build 35 drill pads on the Ruby Soho, Midnight Owl, and Lone Giant targets
post period end. Furthermore, we continue the permitting process at Basin West
with the BLM through the successful conversion of the Exploration Plan of
Operations (EPO) into an Environmental Assessment (EA), which is now being
written for public comment and final BLM approval. The Company successfully
completed the land swap with Arizona Lithium Corp, further strengthening our
position around the Big Sandy Lithium in clay resource at our Wikieup project.
"The Company remains confident in our long-term strategy to provide US lithium
for the US market in this ever-changing panorama of global supply chain
disruptions. The new US administration has echoed and indeed furthered
mandates for domestic origin of critical metals, which translates into and
incentivises new growth as government policy shifts spell opportunity. Despite
the challenging lithium market, we are primely positioned to capitalise on the
distinctive demand for US lithium. Our assets are optimally located to
capitalise on this, and to serve US markets that are crucial to the energy
transition. We look forward to continuing to meaningfully progress our
portfolio, and seize the opportunity presented to us by the strategic location
of our assets."
Copies of the 2025 Audited Report and Financial Statements are being posted
to shareholders and will shortly be available from the Company's
website www.braddaheadltd.com/investors#FinancialReports
(http://www.braddaheadltd.com/investors#FinancialReports) .
The Company will post its Notice of Annual General Meeting ("AGM") to
Shareholders shortly. The AGM will be held at the Sanderson
Suite, Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX, with
the date to be confirmed.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
For further information please visit the Company's
website: www.braddaheadltd.com (http://www.braddaheadltd.com/) .
Contact:
Bradda Head Lithium Limited +44 (0) 1624 639 396
Ian Stalker, Executive Chairman
Denham Eke, Finance Director
Beaumont Cornish (Nomad) +44 (0) 2076 283 396
James Biddle / Roland Cornish
Panmure Gordon (Joint Broker) +44 (0) 2078 862 500
Hugh Rich
Shard Capital (Joint Broker) +44 (0) 2071 869 927
Damon Heath / Isabella Pierre
Tavistock (Financial PR) + 44 20 7920 3150
Nick Elwes / Josephine Clerkint braddahead@tavistock.co.uk
About Bradda Head Lithium Ltd.
Bradda Head Lithium Ltd. is a North America-focused lithium development
group. The Company currently has interests in a variety of projects, the most
advanced of which are in Central and Western Arizona: The Basin
Project (Basin East Project, and the Basin West Project) and the Wikieup
Project.
The Basin East Project has a Measured Mineral Resource of 20 Mt at an
average grade of 929 ppm Li for a total of 99 kt LCE and an Indicated
Mineral Resource of 122 Mt at an average grade of 860 ppm Li and an
Inferred Mineral Resource of 499 Mt at an average grade of 810 ppm Li for a
total of 2.81 Mt LCE. The Group intends to continue to develop its three
phase one projects in Arizona, whilst endeavouring to unlock value at its
other prospective pegmatite and brine assets in Arizona, Nevada,
and Pennsylvania. All of Bradda Head's licences are held on a 100% equity
basis and are in close proximity to the required infrastructure. Bradda Head
is quoted on the AIM of the London Stock Exchange with the ticker of BHL.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Chair's Statement and Operational Review
It is my pleasure to present the Annual Report and the Audited Financial
Statements for Bradda Head Lithium Limited (the "Company" or "Bradda Head")
for the year ended 28 February 2025. The 2024/2025 year has been a continuing
challenge in a tough lithium market space. It nonetheless has been a busy
period for the Company, focussing on our key lithium clay, pegmatite and oil
brine projects, and we remain confident in our ability to navigate these tough
times towards a successful future for all Bradda supporters.
As 2025 has unfolded, there is a growing optimism in the lithium pricing
environment that should positively impact on market related values. Bradda
Head continues to position itself in the sector and to take advantage of this
rising tide through intelligent and strategic lithium exploration, utilizing
the space with our 'American' based team and continuing to identify
opportunities impactful to the Company as well as to preserve our cash in
treasury to be able to take advantage of any appropriate opportunity.
Operational Review
Arizona Sedimentary Hosted Lithium Projects
Basin Project
Our 2024 Basin exploration drilling programme concluded in May 2024 with the
goal of significantly expanding the lithium in clays footprint into the Basin
North target. The expansion of clay continues in most directions and extension
opportunities remain an objective of the Company's focus. As anticipated, the
2024 drilling resulted in significant expansion and upgrading of the Mineral
Resource Estimate, previously released on 28 September 2023.
Based on 2,380.24m of core drilling completed as part of the 2024 Basin drill
programme, Bradda Head expanded the Lithium Carbonate Equivalent ("LCE") from
1.0 Mt in the three Mineral Resource categories, for an updated total
Inferred/Indicated/Measured LCE content of 2.81 Mt. The total new Mineral
Resource now comprises 20 million tonnes in the Measured at 929 ppm and 99kt
of LCE, the Indicated category at 860 ppm carrying 560kt LCE, and 122 million
tonnes, and the Inferred category at 810 ppm, carrying 2,150kt LCE and 499Mt.
This was a significant milestone for the Basin Project, with the increase from
1.0 to 2.81Mt LCE being achieved.
As per the Gross Overriding Royalty Agreement with the Lithium Royalty Company
("LRC"), this new contained LCE Tonnage, which exceeded the contracted
threshold of 2.5 million tonnes LCE, enabled the Company to trigger and
receive the payment of the final US$ 3.0 million from LRC in the year.
Mineral Resource Statement for Basin East, Basin East Extension and Basin
North effective 2 July 2024
Classification Domain Tonnes Mean Grade LCE (kt)
Mt Li (ppm) LCE (kt)
Measured Upper Clay 13 720 48
Upper Clay HG 7 1,316 49
Lower Clay 1 687 2
Subtotal 21 929 99
Indicated Upper Clay 90 794 382
Upper Clay HG 18 1,302 126
Lower Clay 14 713 52
Sub Total 122 860 560
Inferred Upper Clay 316 741 1,246
Upper Clay HG 90 1,154 555
Lower Clay 92 709 348
Sub Total 498 810 2,149
· Mineral Resource statement has an effective date of 2 July 2024.
· The Mineral Resource is reported using a cut-off grade of 550 ppm
Li and is constrained to an optimized open pit shell, which was generated
using the following assumptions: lithium carbonate metal prices of 17,200
USD/tLCE; State of
· Arizona royalty (selling cost) of 6%; operating costs of 35 USD/
tore; Li recovery of 72%; mining dilution and recovery of 0% and 100%; and pit
slope angle of 45°.
· Tonnages are reported in metric units.
· Rounding as required by reporting guidelines may result in
apparent summation differences between tonnes, grade and contained metal
content which are not considered material.
· Conversion factor of Li metal to lithium carbonate equivalent
(LCE) = 5.323
· The figures above are reported on a gross basis given Bradda's
100% interest in the property
The Mineral Resource Update analysis used a stringent approach to both the
in-situ density measurement and the cut-off grade utilised. A lower in-situ
density and higher cut-off grade than previously reported resulted in a more
robust estimate. Both of these measures are currently under review for
application into the next drilling campaign and resource expansion.
The recent drill results from Basin North solidify Bradda Head's belief in a
widespread and continuous lithium-rich stratigraphic sequence, with potential
even further into Basin North and across to Basin West that the Company
believes will lead to significant resource growth and opportunity to become a
Tier 1 lithium deposit.
Post year-end, the Company continues to work towards permitting Basin West
with the completion and approval of the Environmental Assessment (EA) with the
BLM. The Company has outlined numerous high priority drill targets and
compelled to remain on course, working with the BLM to complete the EA for
approval of exploration drilling.
Wikieup Project
On 28 February 2024, the Company announced the completion of the land exchange
over the unpatented lode claims at the Wikieup clay project in Western
Arizona. Bradda Head retained 66 new claims equating to 1,302 acres (5.27
km(2)), which the Company staked in early 2019, and held in its subsidiary
Zenolith (USA) LLC. In turn, Bradda Head transferred 55 unpatented lode claims
to Arizona Lithium's subsidiary, Big Sandy Inc., to the amount of roughly
1,136 acres (4.60 km(2)), per the terms of this settlement.
The Company trimmed back claims across the southern end of the block after
reviewing the property and determination of the absence of clays. The Company
also dropped all placer claims (considered duplicate of the lode claims) as
part of a Companywide cost reduction.
Arizona Pegmatite Hosted Lithium Project
San Domingo Project
The Company embarked on identification of new targets and strengthened current
targets by conducting new surface sampling, specifically, channel sampling, on
pegmatite exposures proximal to exciting drill hole intercepts. As new targets
were defined, exploration drill hole permitting was undertaken to gain access
to the new areas.
While previously known and location of several high-grade surface samples, the
Dragon target underwent detailed geologic mapping, channel sampling, and rock
chip sampling, resulting in the identification of quality targets for
drilling. A new NOI (Notice of Intent) was submitted to the BLM, approval of
which was approved and bonded post year-end.
The following table outlines surface exposures with sound lithium and caesium
channel sample results at Dragon.
· 8.80m @ 0.97% Li20 with 174 ppm Cs at Dragon South
· 10.40m @ 0.68% Li2O with 341 ppm Cs at Dragon South
· 4.80m @ 0.41% Li2O with 336 ppm Cs at Dragon North
· 9.00m @ 0.29% Li2O with 325 ppm Cs at Dragon North
· 4.70m @ 0.28% Li2O with 176 ppm Cs at Dragon North
· 1.90m @ 0.29% Li2O with 609 ppm Cs at Dragon South
New channel sampling was undertaken at Midnight Owl, resulting in the
discovery of high-grade surface exposures proximal to the 2022-2023 drilling
campaigns. One new set of channel samples discovered 8.40m at 1.17% Li(2)O
with 623 ppm Cs and 625ppm Ta(2)O(5), all of which indicate highly mineralized
and fractionated pegmatites. The exposures are proximal to drill holes that
appeared to narrowly miss the down-dip extension of the spodumene bearing
pegmatite outcrops. The pegmatite outcrops, along with new geologic mapping
and re-interpretation of the drill holes suggests new and shallow drilling is
warranted to test a shallow-dipping body of pegmatite.
The Ruby Soho target was newly discovered during follow-up reconnaissance on
soil sample anomalies, leading to further surface sampling. Results show a
roughly 300-meter pegmatite strike length with values ranging from 0.25 to
3.57% Li(2)O from spodumene. The discovery quickly led to definition of drill
targets for further drill permitting. Drill hole permitting at Midnight Owl
and Ruby Soho was undertaken by amending the existing NOI (Notice of Intent)
and was implemented with the BLM, final decision and approval was granted post
year-end.
Nevada Brine Hosted Lithium Projects
Eureka and Wilson Salt Flat
No significant work has been undertaken on this project during the current
year.
Environment, Social and Governance ("ESG")
The Company continues to strive to conduct itself with the highest standards,
following Best Management Practices ("BMP") in its operations and aims to
achieve outstanding performance in ESG related matters.
The Company works closely with both State and Federal levels when it comes to
permitting, reclamation, and communications. At each step of the exploration
process, both prior to and during drilling, the Company is in regular
discussions with all related stakeholders in our claims, including local
councils, tribal representatives, and government officials.
The Company invited the town council from Wickenburg to our Basin drilling
project. Wickenburg is our base of operations and nearest large town. A total
of seven people attended, consisting of town council, town manager, and vice
mayor. They voiced their support for lithium exploration and hoped to see us
eventually develop the project, perhaps to a mining stage. They were impressed
by the small drilling footprint and small operations. The commended us on the
transparency to explain and share how mineral exploration takes place and how
we mitigate environmental impact.
The Company also utilised a water well in close proximity to the Basin
project, which greatly reduced the distance the water truck must travel to
obtain water for drilling. This reduces our water truck carbon footprint by
minimizing the distance of water source to the project, now only 4 miles as
opposed to 50 miles distance and limits fugitive dust production. When
necessary, the water truck will lay water on the dirt roads to reduce dust.
The Company also looks to secure contracts with drillers whose equipment is
new and modern, very compact, has efficient fuel consumption, in order to
lower emissions and size of drill site construction.
When core drilling at any of our projects, sumps are made and lined with
plastic to capture all fluids that in turn, are recycled in the drill hole,
thus reducing water consumption.
Financial Review
For the year ended 28 February 2025, the Company recorded a net profit of US$
1,100,162 (29 February 2024: US$ 1,503,858). The net profit is after receipt
of the final tranche of royalty monies from the Lithium Royalty Company, the
net amount being US$ 2,943,992 (29 February 2024: US$ 2,370,127).
As at year end, cash and cash deposit balances stood at US$ 1,086,596 (29
February 2024: US$ 1,666,662), capitalised deferred mining, exploration,
licence, and permit costs stood at US$ 15,421,152 (29 February 2024: US$
13,807,158), and total assets were US$ 16,779,135 (29 February 2024: US$
15,848,063). The Company is in a net asset position of US$ 16,658,327 (29
February 2024: US$ 15,661,704).
In light of the challenging market conditions and supressed lithium prices,
the Company has streamlined its corporate overheads. The net effect of this
effort means that we continue with our 'steady as she goes' approach with no
superfluous costs and intend to move forward with the next steps at our Basin
and San Domingo projects.
On 20 May 2024, the Company announced that it entered into a settlement
agreement regarding the fraudulent payment made to an unidentified party, as
disclosed in the prior year accounts. Pursuant to the settlement agreement,
the Company has been partially reimbursed for the fraudulent funds transfer.
The partial settlement is consistent with Company's expectations at the time
of initiating enforcement proceedings with gross recovery of approximately 40%
of total misappropriated funds. Bradda Head confirms that the Agreement
provides for no admission of liability by either party involved and the full
commercial terms of the settlement are subject to strict confidentiality
obligations on both parties so it will not be making any further comment on
this matter.
Approach to Risk and Corporate Governance
"The Company's general risk appetite is a moderate, balanced one that allows
it to maintain appropriate growth, profitability and scalability, whilst
ensuring full corporate compliance."
The Group's primary risk drivers include: -
Strategic, Reputational, Credit, Operational, Market, Liquidity, Foreign
Exchange, Capital and Funding, Compliance and Conduct.
Our risk appetite is classified as High under an "impact" matrix defined as
Zero, Low, Medium, and High. Appropriate steps have been taken and adequate
controls implemented to monitor the risks of the Company, and the appropriate
committees and reporting structures have been established to monitor risks
facing the Company.
Our Corporate Governance Report outlining our adherence to the Quoted
Companies Alliance Code is detailed on page 11.
Financing
With effect from 24 October 2024, the Company delisted its shares from trading
on the Canadian TSX Venture Exchange, due to share trading liquidity
expectations not having been met and cost saving in this current market
environment.
The Company's shares continue to trade on the London AIM Market.
Strategy and Outlook
The election of Donald Trump has resulted in some changes to the Inflation
Reduction Act ("IRA"), but primarily proposals and new laws or executive
orders related to subsidies in the solar and wind turbine industry, with some
towards ending EV tax incentives. Alternatively, mining and sourcing critical
minerals in the USA is a priority, as evident by many mine permits being
issued and new regulations towards "fast-tracking" existing pending permits
through the BLM.
The signing of several executive orders has highlighted several mining
projects and fast-tracking of permits such as Standard Lithium/Equinor South
West Arkansas Lithium Brine Extraction Project, Albemarle's Silver Peak
lithium mine in Nevada, and the McDermitt lithium exploration project, also in
Nevada. The US remains committed to the advancement and mining of critical
minerals, which includes lithium, and mine permits (FAST-41, for example) will
be expedited to meet the US agenda and reduce reliance on foreign supply
chains.
The new administration's policies are viewed as extremely positive and Bradda
Head feels confident our US based projects will benefit from these new
policies and streamlined regulations.
Ian John Stalker
Executive Chair
30 July 2025
Directors' Report
The Directors present their annual report and the consolidated financial
statements for Bradda Head Lithium Limited (the "Company") for the year ended
28 February 2025.
Principal activity
Bradda Head Lithium Limited is a lithium exploration Group focused on
developing its high-quality projects in the USA.
Results and transfers to reserves
The results and transfers to reserves for the year are set out on pages 25 to
29 of the consolidated financial statements.
The Company made a total comprehensive profit attributable to equity
shareholders for the year after taxation of US$ 1,100,162 (2024: loss of US$
1,503,858).
Dividend
The Directors do not propose the payment of a dividend for the year (2024: US$
Nil).
Policy and practice on payment of creditors
It is the policy of the Company to agree appropriate terms and conditions for
its transactions with suppliers by means of standard written terms to
individually negotiated contracts. The Company seeks to ensure that payments
are always made in accordance with these terms and conditions.
Financial risks
Details relating to the financial risk management are set out in note 18 to
the financial statements.
Directors
The Directors who served during the period and to date are:
Denham Eke
James Mellon
Ian Stalker
Euan Jenkins
Alex Borrelli
Directors' interests
As at 28 February 2025, the interests of the Directors and their families (as
such term is defined in the AIM Rules for Companies) in the share capital of
the Company are as follows:
28 February 2025 29 February 2024
% of issued % of issued
Number share capital Number share capital
James Mellon (1) 73,097,004 18.72% 73,097,004 18.72%
Denham Eke 124,307 0.03% 124,307 0.03%
Ian Stalker (2) 3,870,140 0.99% 3,870,140 0.99%
Euan Jenkins 2,198,934 0.56% 2,198,934 0.56%
Alex Borrelli 343,329 0.09% 343,329 0.09%
────── ────── ────── ──────
79,633,714 20.39% 79,633,714 20.39%
══════ ══════ ══════ ══════
(1) James Mellon's interest comprises of 71,879,831 (2024: 71,879,831) shares
directly held by Galloway Limited, which is indirectly wholly owned by James
Mellon. Denham Eke is a director of Galloway Limited. Burnbrae Limited holds
200,000 (2024: 200,000) shares, which is indirectly wholly owned by James
Mellon. Denham Eke is a director of Burnbrae Limited. A total of 1,017,173
(2024: 1,017,173) shares are held directly by James Mellon.
(2) Ian Stalker's interest comprises of 3,699,690 (2024: 3,699,690) shares
directly held by Promaco Limited, which is wholly owned by Ian Stalker. The
balance of 170,450 shares is held directly in his name.
Significant shareholdings
Except for the interests disclosed in this note, the Directors are not aware
of any holding of ordinary shares as at 25 February 2025 representing 3% or
more of the issued share capital of the Company:
Number of Percentage of total
ordinary shares issued capital
James Mellon (1) 73,097,004 18.72%
Zenith Minerals Limited 43,959,305 11.25%
Hargreaves Lansdown private clients 36,773,237 9.41%
Nigel Wray 20,375,000 5.22%
Interactive Investor (EO) 19,103,458 4.89%
Electrification and Decarbonization AIE 17,767,315 4.55%
Barclays Smart Investor (EO) 16,096,021 4.12%
Anthony Baillieu 14,400,000 3.69%
Jason Macdonald (2) 14,095,706 3.61%
LI Equities Investments 12,232,685 3.13%
(1) James Mellon's interest comprises of 71,879,831 (2024: 71,879,831) shares
directly held by Galloway Limited, which is indirectly wholly owned by James
Mellon. Denham Eke is a director of Galloway Limited. Burnbrae Limited holds
200,000 (2024: 200,000) shares, which is indirectly wholly owned by James
Mellon. Denham Eke is a director of Burnbrae Limited. A total of 1,017,173
(2024: 1,017,173) shares are held directly by James Mellon.
(2) Jason Macdonald's interest comprises of 12,307,004 (2024: 12,307,004)
shares directly held by the J&E Macdonald Trust, in which Jason Macdonald
has a vested interest. The balance of 1,788,702 (2024: 1,788,702) shares is
held directly in his name.
Auditors
PKF Littlejohn LLP, being eligible, have expressed their willingness to
continue in office.
By order of the Board
Denham Eke
Director
30 July
2025
Corporate Governance Statement
The Board of Bradda Head Lithium Limited (the "Board") is committed to best
practice in corporate governance throughout the Company (the "Company"). The
Directors have agreed to comply with the provisions of the Quoted Companies
Alliance ("QCA") Corporate Governance Code for Small and Mid-Size Quoted
Companies (2018) to the extent which is appropriate to its nature and scale of
operations. This report illustrates how the Company complies with those
principles.
In November 2023 a revised QCA code was released, which is effective for
periods commencing on or after 1 April 2024. The key updates include:
• Wider Stakeholder Interests: Enhanced focus on ESG responsibilities and
stakeholder engagement (Principle 4).
• Board Composition: Stricter requirements for board independence and
diversity (Principles 6 and 7).
• Succession Planning: Emphasis on clear succession strategies (Principle
8).
• Remuneration Policy: New guidelines to align remuneration with long-term
value creation (Principle 9).
As permitted by the guidance set out by the revised QCA code, the
transitionary period of 12 months following 1 April 2024 is being utilised to
put in place measures to embrace the key updates to the QCA code where
possible.
QCA Principle 1: Establish a strategy and business model which promotes
long-term value for shareholders
The strategy and business operations of the Company are set out in the Chair's
Statement and Operational Review on pages 4 to 8.
The Company's strategy and business model and amendments thereto are developed
by the Chair and his senior management team and approved by the Board. The
management team is responsible for implementing the strategy and managing the
business at an operational level.
The Company operates in an inherently high-risk sector, and this is reflected
in the principal risks and uncertainties.
In executing the Company's strategy and operational plans, management will
typically confront a range of day-to-day challenges associated with these key
risks and uncertainties and will seek to deploy the identified mitigation
steps to manage these risks as they manifest themselves.
QCA Principle 2: Seek to understand and meet shareholder needs and
expectations
The Company via the Chair seeks to maintain a regular dialogue with both
existing and potential new shareholders in order to communicate the Company's
strategy and progress and to understand the needs and expectations of
shareholders.
Beyond the Annual General Meeting, the Chair and, where appropriate, other
members of the senior management team or Board will meet with investors and
analysts to provide them with updates on the Company's business and to obtain
feedback regarding the market's expectations of the Company.
The Company's investor relations activities encompass dialogue with both
institutional and private investors. From time to time, the Company attends
private investor events, providing an opportunity for those investors to meet
with representatives from the Company in a more informal setting.
QCA Principle 3: Take into account wider stakeholder and social
responsibilities and their implications for long-term success
The Company is aware of its corporate social responsibilities and the need to
maintain effective working relationships across a range of stakeholders. These
include the Company's advisors, suppliers and investee companies. The
Company's operations and working methodologies take account of the need to
balance the needs of all of these stakeholders while maintaining focus on the
Board's primary responsibility to promote the success of the Company for the
benefit of its members as a whole. The Company endeavours to take account of
feedback received from stakeholders, and where appropriate, ensures any
amendments are consistent with the Company's longer-term strategy.
The Company takes due account of any impact that its activities may have on
the environment and seeks to minimise this impact wherever possible.
QCA Principle 4: Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The Board is responsible for the systems of risk management and internal
control and for reviewing their effectiveness. Internal controls are designed
to manage rather than eliminate risk and provide reasonable but not absolute
assurance against material misstatement or loss. Through the activities of the
Company's Audit, Risk and Compliance Committee, the effectiveness of these
internal controls is reviewed annually.
A comprehensive budgeting process is completed once a year and is reviewed and
approved by the Board. The Company's results, compared with the budget, are
reported to the Board on a monthly basis.
The Company maintains appropriate insurance cover in respect of actions taken
against the Directors because of their roles, as well as against material loss
or claims against the Company. The insured values and type of cover are
comprehensively reviewed on a periodic basis.
The senior management team meets at least quarterly to consider new risks and
opportunities presented to the Company, making recommendations to the Board
and/or Company Audit, Risk and Compliance Committee as appropriate.
QCA Principle 5: Maintain the board as a well-functioning, balanced team led
by the chair
The Company's Board currently comprises three Non-Executive Directors and two
Executive Directors.
All of the Directors are subject to election by shareholders at the first
Annual General Meeting after their appointment to the Board and will continue
to seek re-election at least once every three years.
The Board is responsible to the shareholders for the proper management of the
Company and intends to meet at least four times a year to set the overall
direction and strategy of the Company, to review operational and financial
performance and to advise on management appointments. All key operational
decisions are subject to Board approval.
Alex Borrelli and Euan Jenkins, both Non-Executive Directors, are considered
to be independent. The QCA Code suggests that a board should have at least two
independent Non-Executive Directors. The Board considers that the current
composition and structure of the Board of Directors is appropriate to maintain
effective oversight of the Company's activities for the time being.
Directors receive their fees in the form of a basic cash emolument. The
current remuneration structure for the Board's Executive and Non-Executive
Directors is deemed to be proportionate.
QCA Principle 6: Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities
The Board considers that the Executive Directors and Non-Executive Directors
are of sufficient competence and calibre to add strength and objectivity to
its activities and bring considerable experience in the operational and
financial development of the Company.
The Directors' biographies are detailed on the Company's website
www.braddaheadltd.com (http://www.braddaheadltd.com) .
The Board regularly reviews the composition of the Board to ensure that it has
the necessary breadth and depth of skills to support the ongoing development
of the Company.
The Executive Chair, in conjunction with the Finance Director, ensures that
the Directors' knowledge is kept up to date on key issues and developments
pertaining to the Company, its operational environment and to the Directors'
responsibilities as members of the Board.
Directors' service contracts or appointment letters make provision for a
Director to seek professional advice in furtherance of his or her duties and
responsibilities, normally via the Company Secretary.
QCA Principle 7: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is
undertaken on an annual basis in the form of peer appraisal and discussions to
determine their effectiveness and performance as well as the Directors'
continued independence.
The results and recommendations that come out of the appraisals for the
Directors shall identify the key corporate and financial targets that are
relevant to each Director and their personal targets in terms of career
development and training. Progress against previous targets is also assessed
where relevant.
QCA Principle 8: Promote a corporate culture that is based on ethical values
and behaviours
The Board seeks to maintain the highest standards of integrity and probity in
the conduct of the Group's operations. These values are enshrined in the
written policies and working practices adopted by all employees and
contractors in the Group. An open culture is encouraged within the Group, with
regular communications to staff regarding progress and staff feedback
regularly sought. The Executive Management regularly monitors the Group's
cultural environment and seeks to address any concerns that may arise,
escalating these to Board level as necessary.
The Group is committed to providing a safe environment for its staff and all
other parties for which the Group has a legal or moral responsibility in this
area. The Group's health and safety policies and procedures are enshrined in
the Group's documented quality systems, which encompass all aspects of the
Group's day-to-day operations.
QCA Principle 9: Maintain governance structures and processes that are fit for
purpose and support good decision- making by the board
The Role of the Board
The Board is collectively responsible for the long-term success of the
organisation. Its principal function is to determine the strategy and policies
of the Company within an effective control framework which enables risk to be
assessed and managed.
The Board ensures that the necessary financial and human resources are in
place for the Company to meet its objectives and that business and management
performance is reviewed. Furthermore, the Board ensures that the Company
operates within its constitution, relevant legislation and regulation and that
proper accounting records and effective systems of business control are
established, maintained, documented and audited.
There are at least four formal Board meetings each year. All Board members
have the benefit, at the Company's expense, of liability insurance in respect
of their responsibilities as Directors and have access to independent legal or
other professional advice if required. The Board has a formal schedule of
matters which are reserved for its consideration, and it has established three
committees to consider specific issues in greater detail, being the Company
Audit, Risk and Compliance, Remuneration and Nomination Committees. The Terms
of Reference for each of these Committees are published on the Company's
website.
The Executive Chair
The Executive Chair is responsible for leading the Board, ensuring its
effectiveness in all aspects of its role, promoting a culture of openness of
debate and communicating with the Company's members on behalf of the Board.
The Chair sets the direction of the Board and promotes a culture of openness
and debate by facilitating the effective contribution of Non-Executive
Directors and ensuring constructive relations between Executive and
Non-Executive Directors. The Chair also ensures that Directors receive
accurate, timely and clear information. In doing so, this fosters a positive
corporate governance culture throughout the Company.
Non-Executive Directors
The Non-Executive Directors are responsible for bringing independent judgement
to the discussions held by the Board, using their breadth of experience and
understanding of the business. Their key responsibilities are to
constructively challenge and contribute to strategic proposals, and to monitor
performance, resources, and standards of conduct, compliance and control,
whilst providing support to executive management in developing the Company.
Board Committees
The Board has established an Audit, Risk and Compliance Committee ("ARCC"),
and a Remuneration Committee with formally delegated duties and
responsibilities.
Company Audit, Risk and Compliance Committee
The Company Audit, Risk and Compliance Committee (the "ARCC") meets at least
two times each year and is chaired by Alex Borrelli. The external auditors
attend by invitation. Its role is to be responsible for reviewing the
integrity of the financial statements and the balance of information disclosed
in the accompanying Directors' Report, to review the effectiveness of internal
controls and risk management systems and recommend to the Board (for approval
by the members) the appointment or re-appointment of the external auditor. The
ARCC reviews and monitors the external auditor's objectivity, competence,
effectiveness and independence, ensuring that if it or its associates are
invited to undertake non-audit work it will not compromise auditor objectivity
and independence.
Further information can be found within the Company's Audit, Risk and
Compliance Report contained within this Annual Report.
Remuneration Committee
The Remuneration Committee intends to meet at least once a year and comprises
of two Non-Executive Directors. It is chaired by Euan Jenkins and is
responsible for determining the remuneration of the Executive Directors, and
other members of the management. Committee members do not take part in
discussions concerning their own remuneration.
Further information can be found within the Remuneration Report contained
within this Annual Report.
Re-election
The Company's Rules require that all Directors are submitted for election at
the AGM following their first appointment to the Board. Thereafter, all
Directors will submit themselves for re-election at least once every three
years, irrespective of performance.
Board and committee attendance
The number of formal scheduled Board and committee meetings held and attended
by Directors during the year was as follows: -
Name Board ARCC Remuneration
James Mellon 7/7 - -
Denham Eke 7/7 - -
Ian Stalker 7/7 2/2 -
Euan Jenkins 7/7 2/2 2/2
Alex Borrelli 7/7 2/2 2/2
QCA Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
The Company places a high priority on regular communications with its various
stakeholders and aims to ensure that all communications concerning the
Company's activities are clear, fair and accurate. The Company's website is
regularly updated, and users can register to be alerted when announcements or
details of presentations and events are posted onto the website.
Notices of General Meetings of the Company can be found here:
https://www.braddaheadltd.com/investors#NewsReleases
(https://www.braddaheadltd.com/investors#NewsReleases)
The results of voting on all resolutions in general meetings are posted to the
Company's website, including any actions to be taken as a result of
resolutions for which votes against have been received from at least 20 per
cent of independent shareholders.
Approval
This report was approved by the Board of Directors and signed on its behalf
by:
Denham Eke
Finance Director
30 July 2025
Audit, Risk and Compliance Committee Report
The Directors ensure the Company complies with the provisions of the Quoted
Companies Alliance ("QCA") Corporate Governance Code for Small and Mid-Size
Quoted Companies (2018) to the extent which is appropriate to its nature and
scale of operations.
This report illustrates how the Company complies with those principles in
relation to its Audit, Risk and Compliance Committee (the "ARCC").
Membership
The members of the ARCC are Ian Stalker ("IS"), Alex Borrelli ("AB") and Euan
Jenkins ("EJ"), with AB and EJ being the independent Non-Executive directors,
with AB being the Chair. The composition of the Committee has been reviewed
during the year, and the Board is satisfied that the Committee members have
the relevant financial experience and the expertise to resource and fulfil its
responsibilities effectively, including those relating to risk and controls.
Meetings
The Committee meets at least two times a year, including the review of the
interim and full year results. Other Directors and representatives from the
external auditors attend by invitation.
Duties
The Committee carries out the duties below for the Company, as appropriate:
§ Monitors the integrity of the financial statements of the Company,
including annual and half-yearly reports, interim management statements, and
any other formal announcement relating to financial performance, reviewing
significant financial reporting issues and judgements which they contain.
§ Reviews and challenges the consistency of the information presented within
the financial statements, compliance with stock exchange or other legal
requirements, accounting policies and the methods used to account for
significant or unusual transactions.
§ Keeps under review the effectiveness of the Company's internal controls and
risk management systems.
§ Oversee the relationship with the external auditors, PKF Littlejohn LLP,
including meetings when considered appropriate to discuss their remit and
review the findings and any issues with the annual audit. It will also review
their terms of appointment, and plans to meet them once a year independent of
management and will consider and make recommendations to the Board, to be put
to the Company for approval at the Annual General Meeting, in relation to the
appointment, re-appointment and removal of the Company's external auditor.
There are no contractual restrictions in place in respect of the auditor
choice.
§ The Committee is governed by a Terms of Reference and a copy of this is
available on the Company's website.
2025 Annual Report
During the year, ARCC confirms that it has received sufficient, reliable and
timely information from management and the external auditors to enable it to
fulfil its responsibilities.
The Committee has satisfied itself that there are no relationships between the
auditor and the Company which could adversely affect the auditor's
independence and objectivity.
All internal control and risk issues that have been brought to the attention
of the ARCC by the external auditors have been considered and the Committee
confirms that it is satisfied that management has addressed the issues or has
plans to do so.
The Company has a number of policies and procedures in place as part of its
internal controls, and these are subject to continuous review and as a minimum
are reviewed by ARCC on an annual basis.
§ ARCC has reviewed and discussed together with management and the external
auditor the Company's financial statements for the year ended 28 February 2025
and reports from the external auditor on the planning for and outcome of their
reviews and audit. The key accounting issues and judgements considered
relating to the Company's financial statements and disclosures were as
follows:
o Carrying amount of capitalised deferred mining and exploration costs, and
capitalised licences and permits - US$ 15,421,152; and
o Going concern - ARCC reviewed the going concern position of the Company,
taking into account the 12-month cash flow forecasts, which are prepared to
December 2026. ARCC is satisfied that preparing the financial statements on a
going concern basis is appropriate. Disclosures are included in note 2.
Alex Borrelli
Chair of Audit, Risk and Compliance Committee
30 July 2025
Report of the Remuneration Committee
As a BVI registered company there is no requirement to produce a Directors'
Remuneration Report. However, the Board follows best practice and therefore
has prepared such a report.
The Directors have agreed to comply with the provisions of the Quoted
Companies Alliance ("QCA") Corporate Governance Code for Small and Mid-Size
Quoted Companies (2018) to the extent which is appropriate to its nature and
scale of operations.
This report illustrates how the Company complies with those principles in
relation to Directors' remuneration.
The level and components of employee remuneration
The Remuneration Policy reflects the Company's business strategy and
objectives as well as sustained and long-term value creation for shareholders.
In addition, the policy aims to be fair and provide equality of opportunity,
ensuring that:
§ the Company is able to attract, develop and retain high-performing and
motivated employees in the competitive local and wider markets;
§ employees are offered a competitive remuneration package to encourage
enhanced performance and are, in a fair and responsible manner, rewarded for
their individual contribution to the success of the Company;
§ it reflects the Company's culture and values; and
§ there is full transparency of the Remuneration Policy.
In line with the Board's approach, which reflects that adopted within other
comparable organisations, the Remuneration Policy provides for the reward of
the employees through salary and other benefits.
Executive Director's Emoluments
The remuneration for the Executive Directors reflects their responsibilities.
It comprises basic salary, eligibility to participate in an annual bonus
scheme when this is considered appropriate, and share option incentives.
Annual bonus scheme payments are not pensionable and are not contracted.
As with staff generally, whose salaries are subject to annual reviews, the
basic salary payable to the Executive Directors are reviewed each year with
reference to jobs carrying similar responsibilities in comparable
organisations, market conditions generally and local employment competition in
view of the Group's geographical position.
The Committee believes that share ownership by executives strengthens the link
between their personal interests and those of shareholders. Options are
granted to executives periodically at the discretion of the Remuneration
Committee. The grant of share options is not subject to fixed performance
criteria. This is deemed to be appropriate as it allows the Committee to
consider the performance of the Group and the contribution of the individual
executives and, as with annual bonus payments, illustrates the relative
importance placed on performance-related remuneration.
The Group does not intend to contribute to the personal pension plans of
Directors in the forthcoming year.
Executive Directors' Contractual Terms
The service contract of the Executive Directors provides for a notice period
of six months.
Non-Executive Directors' Remuneration
Non-Executive Directors do not receive any benefits other than their fees and
travelling expenses for which they are reimbursed. The level of fees payable
to Non-Executive Directors is assessed using benchmarks from a group of
comparable organisations.
The Procedure for Determining Remuneration
The Remuneration Committee, comprising two Non-Executive Directors, is
responsible for setting the remuneration of the Executive Directors. Committee
members do not take part in discussions concerning their own remuneration. The
basic Non-Executive Director fee is set by the Chair. The Chair of the
Committee reports at the Board meeting following a Committee meeting.
It is the view of the Committee that Directors' remuneration awarded across
the Company for the year has been in accordance with the Company's stated
Remuneration Policy and, on behalf of the Committee I recommend that you
endorse this report. An analysis of Directors' emoluments is as follows:
Directors' Emoluments
Share based payment remuneration 2025 2024
Fees US$ Total Total
US$ US$ US$
Executive - salary
Denham Eke 68,320 - 68,320 64,427
Charles FitzRoy (to 29 August 2023) - - - 131,358
Non-Executive - fees
Jim Mellon 51,840 - 51,840 51,520
Ian Stalker 165,411 - 165,411 187,970
Alex Borrelli 51,840 - 51,840 51,520
Euan Jenkins 51,840 - 51,840 51,520
Aggregate emoluments 389,251 - 389,251 538,315
Approval
The report was approved by the Board of directors and signed on behalf of the
Board.
Euan Jenkins
Chair of Remuneration Committee
30 July 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors' Report and the
consolidated financial statements in accordance with applicable law.
The Directors are required to prepare financial statements for each financial
year. They have elected to prepare the financial statements in accordance with
International Financial Reporting Standards, and applicable 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 its profit or loss for that period. In preparing the consolidated
financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable International Financial Reporting
Standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
· assess the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either
intend to liquidate the Group or the Company or to cease operations or have no
realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Group. They are
responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets
of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRADDA HEAD LITHIUM LIMITED
Opinion
We have audited the financial statements of Bradda Head Lithium Limited (the
'Group') for the year ended 28 February 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial
Position, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs).
In our opinion, the financial statements:
· give a true and fair view of the state of the Group's affairs as
at 28 February 2025 and of its profit for the year then ended;
· have been properly prepared in accordance with International
Financial Reporting Standards ("IFRS").
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's ability to continue to adopt the going concern basis
of accounting included:
- Reviewing the cash flow forecasts prepared by management for the
period up to 31 December 2026 for reasonableness and agreeing to corroborating
evidence;
- Providing challenge on key assumptions and inputs to the forecasts,
including an assessment of the commitment received from a major shareholder to
cover all liabilities as and when they fall due during the going concern
period;
- Assessing and evaluating the liquidity of existing assets as of the
year end;
- Sensitising the cash flows forecasts for plausible scenarios;
- Reviewing post-year end Regulatory News Service (RNS) announcements
impacting going concern; and
- Assessing the adequacy of going concern disclosures within the
Annual Report and Consolidated Financial Statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality in both planning and performing the audit
and evaluating the effect of misstatements. For the purposes of determining
whether the group financial statements are free from material misstatements,
we define materiality as the magnitude of misstatement that makes it probable
that the economic decisions of a reasonably knowledgeable person, relying on
the group financial statements, would be changed or influenced. We also
determine a level of performance materiality which we use to assess the extent
of testing needed to reduce to an appropriate level the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality for
the group financial statements as a whole. When establishing our overall audit
strategy, we determined a magnitude of uncorrected misstatements that we
judged would be material for the group financial statements as a whole.
The materiality applied to the Group consolidated financial statements was
$170,000 (2024: $159,000), based on 1% of gross assets, as we consider gross
assets to be the most relevant performance indicator for the exploration Group
and their development is the principal activity.
A benchmark of 65% for performance materiality during our audit of the Group
was applied, being $110,000 (2024: $103,000), as we believe that this would
provide sufficient coverage of significant and residual risks.
We agreed with the audit committee that we would report to them all audit
differences identified during the course of our audit in excess of $8,500
(2024: $8,000). We also agreed to report any other audit misstatements below
that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size.
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the consolidated financial statements. In particular,
we looked at areas involving significant accounting estimates and judgements
by management, such as the recoverability of exploration and evaluation assets
which is inherently uncertain.
We also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
The audit of the parent company and components was performed in London by PKF
Littlejohn LLP, using a team with specific experience in auditing publicly
listed entities.
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.
Key Audit Matter How our scope addressed this matter
Capitalisation and assessment of impairment of deferred mining and exploration
costs and exploration permits and licenses (refer note 2 'Critical accounting
estimates and judgements', note 8 'Deferred mining and exploration costs' and
note 9 'Exploration permits and licenses').
The group has reported deferred mining and exploration costs and exploration Our audit work in this area included:
permits and licenses of $12.3m and $3.1m respectively. There is a risk that
the carrying values of these non-current assets are not fully recoverable and · Substantive testing of a sample of additions to assess their
should be impaired in line with IFRS 6. eligibility for capitalisation under IFRS 6 by corroborating to the original
source documentation;
This risk also relates to the appropriate capitalisation of exploration costs
in accordance with IFRS 6. · Confirming the group has good title to the permits and claims;
The group capitalises all expenditure incurred directly relating to · Ensuring, where applicable, that any specific requirements
exploratory activities as deferred mining or exploration costs once a licence contained within the permits and claims have been met, to include minimum
or permit has been obtained for exploratory activities. expenditure clauses;
The estimated recoverable amount of these assets requires judgement in · Making enquiries of management regarding future plans for each
determining whether future economic benefits will arise either from future project including obtaining cashflow projections;
exploitation or sale. The costs are capitalized to the extent that they do not
exceed the estimated economically recoverable amount from mineral interests. · Considering whether there are indications of impairment on a
project-by-project basis in accordance with IFRS 6 criteria;
The costs relate to projects which are at an early stage of exploration and
there is no certainty as to whether commercially viable quantities of mineral · Reviewing management's impairment paper in respect of the
resources will be discovered, whether the group will continue its exploration carrying value of assets and providing challenge, corroborating any key
activities in each of its licence areas or whether the group will have assumptions used;
sufficient funding to undertake the required exploration activities.
· Evaluating the independence and competence of the experts engaged
Based upon the significant carrying value and the level of management by management to calculate the mineral resource estimates; and
judgement required in the assessment of impairment, the risk is considered to
be a key audit matter. · Ensuring appropriate disclosures are included within the
financial statements.
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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 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 group and the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, as well as
the application of cumulative audit knowledge and experience of the sector.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from AIM rules, the QCA Corporate
Governance Code, the operating terms set out in the mining licenses, as well
as local laws and regulations.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included, but were not
limited to:
o enquiries of management;
o review of minutes of board meetings;
o review of stock exchange announcements; and
o review of legal and professional fees to understand the nature of the
costs and the existence of any non-compliance with laws and regulations.
· We also identified the risks of material misstatement of the
group financial statements due to fraud at the group level. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that the potential for management bias was
identified in relation to the impairment assessment of non-current exploration
and evaluation assets. We addressed this by challenging the assumptions and
judgements made by management when evaluating any indicators of impairment, as
outlined in the Key audit matters section.
· We addressed the risk of fraud arising from management override
of controls by performing audit procedures which included, but were not
limited to: the testing of journals; reviewing accounting estimates for
evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Group'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 Group'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 Group and the Group's members as a
body, for our audit work, for this report, or for the opinions we have formed.
David Thompson (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
30 July 2025
Consolidated Statement of Comprehensive Income
for the year ended 28 February 2025
Notes Year ended 28 February 2025 Year ended 29 February 2024
US$ US$
Expenses
General and administrative 4 (2,146,648) (4,205,897)
Foreign exchange gains/(losses) (6,891) 171,416
Share based payments 16 103,539 (180,622)
Impairment 9 - -
──────── ────────
Operating loss (2,050,000) (4,215,103)
Other income
Gain on sale 5 2,943,992 2,370,127
Unrealised gain/(loss) on investment 14 (44,719) (24,570)
Warrant fair value re-measurement 16, 17 - 230,201
Other income 6 230,000 -
──────── ────────
Profit/(loss) before finance costs 1,079,273 (1,639,345)
Finance income 20,889 135,487
──────── ────────
Profit/(loss) before income tax 1,100,162 (1,503,858)
Income tax expense 7 - -
──────── ────────
Total profit/(loss) and total comprehensive profit/(loss) for the year
1,100,162 (1,503,858)
════════ ════════
Basic profit/(loss) per share (cents) 20 0.282 (0.385)
Diluted profit/(loss) per share (cents) 20 0.257 (0.385)
The notes on pages 29 to 50 form an integral part of these consolidated
financial statements.
Consolidated Statement of Financial Position
as at 28 February 2025
Notes 28 February 2025 29 February 2024
US$ US$
Non-Current assets
Deferred mining and exploration costs 8 12,331,526 11,025,423
Exploration permits and licences 9 3,089,626 2,781,735
Plant and equipment 13 24,175 78,972
Advances and deposits 11 109,813 106,812
Investment at fair value through profit or loss 14 22,472 67,191
─────── ───────
Total non-current assets 15,577,612 14,060,133
─────── ───────
Current assets
Cash and cash equivalents 1,086,596 1,664,662
Trade and other receivables 11 114,927 123,268
─────── ───────
Total current assets 1,201,523 1,787,930
─────── ───────
Total assets 16,779,135 15,848,063
═══════ ═══════
Equity
Share premium 15 30,616,373 30,616,373
Retained deficit (13,958,046) (14,954,669)
─────── ───────
Total equity 16,658,327 15,661,704
═══════ ═══════
Current liabilities
Trade and other payables 12 120,808 186,359
─────── ───────
Total current liabilities 120,808 186,359
─────── ───────
Total equity and liabilities 16,779,135 15,848,063
═══════ ═══════
The notes on pages 29 to 50 form an integral part of these consolidated
financial statements.
These financial statements were approved by the Board of Directors and were
signed on their behalf by:
Denham
Eke
Director
30 July 2025
Consolidated Statement of Changes in Equity
for the year ended 28 February 2025
Share premium Retained deficit Total equity
US$ US$ US$
Balance at 1 March 2024 30,616,373 (14,954,669) 15,661,704
Total comprehensive loss for the year
Profit for the year - 1,100,162 1,100,162
────── ─────── ──────
Total comprehensive income for the year - 1,100,162 1,100,162
Transactions with owners of the Company
Equity settled share-based payments (note 16) - (103,539) (103,539)
────── ─────── ──────
Total transactions with owners of the Company - (103,539) (103,539)
────── ─────── ──────
Balance at 28 February 2025 30,616,373 (13,958,046) 16,658,327
═════ ═════ ═════
The notes on pages 29 to 50 form an integral part of these consolidated
financial statements.
Consolidated Statement of Changes in Equity (continued)
for the year ended 28 February 2025
Share premium Retained deficit Total equity
US$ US$ US$
Balance at 1 March 2023 30,616,373 (13,631,433) 16,984,940
Total comprehensive loss for the year
Loss for the year - (1,503,858) (1,503,858)
────── ─────── ──────
Total comprehensive income for the year - (1,503,858) (1,503,858)
Transactions with owners of the Company
Equity settled share-based payments (note 16) - 180,622 180,622
────── ─────── ──────
Total transactions with owners of the Company - 180,622 180,622
────── ─────── ──────
Balance at 29 February 2024 30,616,373 (14,954,669) 15,661,704
═════ ═════ ═════
The notes on pages 29 to 50 form an integral part of these consolidated
financial statements.
Consolidated Statement of Cash Flows
for the year ended 28 February 2025
Year ended 28 February 2025 Year ended 29 February 2024
Notes
US$ US$
Cash flows from operating activities
Profit/(loss) before income tax 1,100,162 (1,503,858)
Adjusted for non-cash and non-operating items:
Depreciation 13 54,797 50,630
Unrealised loss on investment 14 44,719 24,570
Finance income (20,889) (135,487)
Equity settled share based payments expense 16 (103,539) 180,622
Warrant fair value re-measurement - (230,201)
─────── ───────
1,075,250 (1,613,724)
Change in trade and other receivables 8,339 93,327
Change in trade and other payables (65,550) (797,059)
─────── ───────
Net cash flows from operating activities 1,018,039 (2,317,456)
Cash flows from investing activities
Amounts paid for deferred mining and exploration costs (1,306,103) (3,563,571)
Amounts paid for licences and permits (307,891) (669,320)
Interest received 20,889 135,487
Plant and equipment purchased - (50,000)
(Payment)/return of project bonds (3,000) 383,003
─────── ───────
Net cash flows from investing activities (1,596,105) (3,764,401)
─────── ───────
Decrease in cash and cash equivalents (578,066) (6,081,857)
Cash and cash equivalents at beginning of year 1,664,662 7,746,519
─────── ───────
Cash balances at end of year 1,086,596 1,664,662
═══════ ═══════
The notes on pages 29 to 50 form an integral part of these consolidated
financial statements.
1 Reporting Entity
Bradda Head Lithium Limited (the "Company") is a company domiciled in the
British Virgin Islands. The address of the Company's registered office is
Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The Company
and its subsidiaries together are referred to as the "Group".
Bradda Head Lithium Limited is a lithium exploration Group focused on
developing its projects in the USA.
2 Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs). These financial
statements have been prepared under the historical cost convention, except for
Investments at Fair Value Through Profit and Loss, with are measured at fair
value.
(b) Basis of measurement
Functional and Presentation Currency
The consolidated financial statements of the Group are presented in US Dollars
(US$), which is also the functional currency of all entities in the Group. All
financial information presented in US Dollars has been rounded to the nearest
dollar.
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires management
to make judgments, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected. Significant estimates
and assumptions include those related to recoverability of mineral properties
and determination as to whether costs are expensed or deferred.
The Company is in the process of exploring its mineral properties and has not
yet determined whether the properties contain economically recoverable mineral
reserves. Including whether a commercially feasible means of extraction from
clay deposits is established. The recoverability of carrying amounts for
mineral properties is dependent upon the discovery of economically recoverable
mineral reserves, the ability of the Company to obtain the financing necessary
to complete exploration and development, and the success of future development
of the properties. It is also dependent on all claims being properly legally
established.
Judgement is required in applying the Company's accounting policy for
exploration and evaluation assets in determining whether it is likely that
costs incurred will be recovered through successful exploration and
development or sale of the asset under review when assessing impairment.
Furthermore, the assessment as to whether economically recoverable reserves
exist is itself an estimation process. Estimates and assumptions made may
change if new information becomes available. If information becomes available
suggesting that the recovery of expenditures is unlikely, the amount
capitalised is written off to profit and loss in the period when the new
information becomes available. In situations where indicators of impairment
are present for the Company's exploration and evaluation assets, estimates of
recoverable amount must be determined as the higher of the estimated value in
use or the estimated fair value less costs to sell. Refer to notes 3, 8 and 9.
Impact of Ukraine conflict on the financial statements
The Directors have considered the ongoing conflict in Ukraine, and its impact
on the Group's operations and information included in these financial
statements. The Group's operations are largely based in the USA, which
currently has seen no direct impact due to the conflict. The Directors are
aware of increases in global oil and gas prices, which could have an impact on
fuel and electricity prices in the USA, and knock-on price impacts on the
Group's USA based suppliers and contractors. Management is in regular
communication with suppliers and contractors, and no significant impact has
been seen relating to this.
Impact of new US Government ("Trump Administration")
The commencement of the Trump Administration's term in the USA resulted in
some changes to the "New Green Deal" and "Inflation Reduction Act" also known
as the "IRA". The Trump Administration has signed several executive orders
intending to simplify and accelerate the process of mining commencement for
critical mineral projects, with lithium being included as a critical mineral.
The intention is to reduce the USA reliance on foreign sources of these
critical minerals. The Company views these changes as a net positive on the
lithium market, with any significant impacts being seen in the months and
years to come.
Going concern
The Group is in a net asset position of US$ 16,658,327 as at 28 February 2025
(29 February 2024: US$ 15,661,704). Given the early exploration stage of the
Group's projects, the Group is not yet generating any revenue and is incurring
expenditure in progressing its exploration work. The Group reported a profit
attributable to equity shareholders of US$ 1,100,162 for the year ended 28
February 2025 (29 February 2024: loss of US$ 1,503,858). As at 28 February
2025, the Group had cash and deposit balances of US$ 1,086,596 (29 February
2024: US$ 1,664,662).
Further expenditure will be necessary in order for the Group to progress the
projects to a stage where their feasibility can be assessed and where they may
potentially be able to ultimately generate revenue, if economically viable.
Continued operations of the Group and further progressing its exploration and
evaluation activities is dependent on the Company's ability to obtain
additional financing and generate profitable operations in the future.
The directors have performed a going concern assessment which indicates that,
taking account of reasonably possible downsides, it is probable that the Group
will have sufficient funds, through funding from its major shareholder and
further equity fund raises, to meet its liabilities as they fall due for a
period of twelve months from the date of signing i.e. going concern assessment
period. If necessary, adjustments can be made to defer the Group's
discretionary exploration expenditure, based on results of its exploration
activities and cash resource levels whilst maintaining good title to its
licenses and permits, with the level of exploration activities and related
expenditure being full controllable by the Company.
Based on forecasts prepared by Directors, they believe it remains appropriate
to prepare the financial statements on a going concern basis, taking into
consideration the level of cash held by the Group. The Directors are confident
that further funds can be raised and have a reasonable expectation that the
Group will have adequate resources for its continuing existence and projected
activities for the foreseeable future, and for these reasons, continue to
adopt the going concern basis in preparing the financial statements for the
year ended 28 February 2025.
3 Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in these financial statements and have been applied
consistently by Group entities for the year ended 28 February 2025.
Basis of consolidation
The consolidated financial statements for the year ended 28 February 2025
incorporate the financial information of the Company and entities controlled
by the Company (its "subsidiaries"). The results of subsidiaries are included
in the consolidated statement of comprehensive income from the date on which
control is obtained, and up to the date control is lost.
Business combination
Acquisitions of subsidiaries and businesses are accounted for using the
purchase method. The cost of acquisition is measured at the aggregate of the
fair values (at the date of exchange) of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of
the acquiree plus any costs directly attributable to the business combination.
The acquiree's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 are recognised at their
fair value at the acquisition date, except for non-current assets (or disposal
groups) that are classified as held for sale in accordance with IFRS 5
'Non-Current Assets Held for Sale and Discontinued Operations', which are
recognised and measured at fair value less costs to sell.
Non-controlling interest
Non-controlling interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein. The interests of
non-controlling shareholders may be initially measured at fair value or at the
non-controlling interests' proportionate share of the acquiree's identifiable
net assets which are generally at fair value. Subsequent to acquisition, the
carrying amount of non-controlling interests is adjusted for the
non-controlling interests' share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even if this
results in the non-controlling interests having a deficit balance.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements. Unrealised gains arising from transactions
with equity accounted investees are eliminated against the investment to the
extent of the Group's interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that
there is no evidence of impairment.
Foreign currency transactions
Transactions in foreign currencies are translated into functional currency
based on the exchange rates prevailing at the transaction dates. Foreign
currency denominated monetary assets and liabilities are translated into
functional currency at the exchange rate prevailing at the reporting date.
Gains or losses arising from foreign currency transactions are recognised in
the consolidated statement of comprehensive income.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are retranslated to the functional currency at the
exchange rate at the date that the fair value was determined or if measured at
historical cost are translated using the exchange rate at the date of
transaction.
Consolidation of foreign operations
The assets and liabilities of foreign operations are translated to US Dollars
at exchange rates at the reporting date while income and expenses are
translated at exchange rates at date of transactions although if not
practically available, the average rate for the period is used.
Deferred mine exploration costs
The Group deems that all expenditure incurred in the country of the project,
directly relating to exploratory activities, in addition to the acquisition
costs of an existing, granted exploration permit or license, is capitalisable
as deferred mine costs once a license or permit has been obtained for
exploratory activities. Pre-license costs are expensed in the period in which
they are incurred. License costs paid in connection with a right to explore in
an existing exploration area are capitalised.
Exploration expenditures relate to the initial search for mineral deposits
with economic potential as well as expenditures incurred for the purposes of
obtaining more information about existing mineral deposits. Exploration
expenditures typically comprise costs that are directly attributable to:
· researching and analysing existing exploration data;
· conducting geological studies;
· exploratory drilling and sampling for the purposes of obtaining
core samples and the related metallurgical assay of these cores; and
· drilling to determine the volume and grade of deposits in an area
known to contain mineral resources or for the purposes of converting mineral
resources into proven and probable reserves.
The assessment of probability is based on the following factors: results from
previous drill programmes; results from a geological study; results from a
mine scoping study confirming economic viability of the resource; and
preliminary estimates of the volume and grade of the deposit, and the net cash
flows expected to be generated from its development. The application of the
Group's accounting policy for exploration and evaluation expenditure requires
judgment in determining whether future economic benefits will arise either
from future exploitation, or sale, or where activities have not reached a
stage which permits a reasonable assessment of the existence of reserves.
Deferred mine exploration cost are capitalised to the extent that they do not
exceed the estimated economically recoverable amount from mineral interests.
The deferral policy requires management to make certain estimates and
assumptions about future events or circumstances, in particular whether an
economically viable extraction operation can be established.
Estimates and assumptions made may change if new information becomes
available. If after expenditure is capitalised, information becomes available
suggesting that the recovery of expenditure is unlikely, the amount
capitalised is written off in the consolidated statement of comprehensive
income in the period when the new information becomes available. Management
reviews the carrying values of its deferred mine exploration costs at least
annually and whenever events or changes in circumstances indicate that their
carrying values may exceed their estimated net recoverable amounts. An
impairment loss is recognised when the carrying value of those assets is not
recoverable and exceeds their fair value.
These costs are carried forward provided that at least one of the following
conditions is met:
· the period for which the entity has the right to explore in the
specific area has not expired during the period or will expire in the near
future, and is expected to be renewed;
· substantive expenditure on further exploration for and evaluation
of mineral resources in the specific area is either budgeted or planned;
· such costs are expected to be recouped in full through successful
development and exploration of the area of interest or alternatively, by its
sale; or
· exploration and evaluation activities in the area of interest
have not yet reached a stage which permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves, and active and
significant operations in relation to the area are continuing or planned for
the future.
Upon reaching commercial production, these capitalised costs will be
transferred from development properties to producing properties on the
Consolidated Statement of Financial Position and will be amortised using the
unit-of-production method over the estimated period of economically
recoverable reserves.
Exploration permits
Exploration permits acquired by way of an asset acquisition or business
combination are recognised if the asset is separable or arises from
contractual or legal rights. On acquisition of a mineral property in the
exploration stage, an estimate is prepared of the fair value attributable to
the exploration potential, including mineral resources, if any, of that
property. The fair value of the exploration permits is recorded as an
intangible asset (acquired exploration permits) as at the date of acquisition.
When an exploration stage property moves into development, any acquired
exploration intangible asset balance attributable to that property is
transferred to non-depreciable mining interests within property, plant and
equipment. Impairment testing and the reversal of impairments are conducted in
accordance with the accounting policy adopted for deferred mine exploration
costs.
Mineral property expenses
Mineral property expenses are costs incurred that do not qualify for
capitalisation and are therefore expensed to the profit or loss as incurred.
These include payments for costs incurred prior to obtaining licenses.
Impairment of tangible and intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable
amount of the CGU to which the asset belongs. An intangible asset with an
indefinite useful life is tested for impairment at least annually and whenever
there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (CGU) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately. Where an impairment loss subsequently reverses, the carrying
amount of the asset (CGU) is increased to the revised estimate of its
recoverable amount but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (CGU) in prior years. A reversal of an
impairment loss is recognised as income immediately.
Financial instruments
Measurement
Financial instruments are initially measured at fair value, which includes
transaction costs. Subsequent to initial recognition these instruments are
measured as set out below:
Trade and other receivables
Trade and other receivables are stated at amortised costs using the effective
interest method less impairment losses.
Cash and cash equivalents
Cash and cash equivalents are measured at amortised costs and are due on
demand.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised costs using
the effective interest method.
Fair value of financial instruments
The Company determines fair values using other valuation techniques in
compliance with IFRS9: Financial Instruments, IFRS13: Fair Value Measurement,
and based on the International Private Equity and Venture Capital Valuation
Guidelines ("IPEV").
For financial instruments that trade infrequently and have little price
transparency, fair value is less objective, and requires varying degrees of
judgement depending on liquidity, uncertainty of market factors, pricing
assumptions and other risks affecting the specific instrument.
The Company measures fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
· Level 1: Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments;
· Level 2: Inputs other than quoted prices included within Level 1
that are observable either directly (i.e. as prices) or indirectly (i.e.
derived from prices). This category includes instruments valued using; quoted
market prices in active markets for similar instruments; quoted prices for
identical or similar instruments in markets that are considered less than
active; or other valuation techniques in which all significant inputs are
directly or indirectly observable from market data; or
· Level 3: Inputs that are unobservable. This category includes all
instruments for which the valuation technique includes inputs not based on
observable data and the unobservable inputs have a significant effect on the
instrument's valuation. This category includes instruments that are valued
based on quoted prices for similar instruments but for which significant
unobservable adjustments or assumptions are required to reflect differences
between the instruments.
Various valuation techniques may be applied in determining the fair value of
investments held as Level 3 in the fair value hierarchy. The objective of
valuation techniques is to arrive at a fair value measurement that reflects
the price that would be received to sell the asset or paid to transfer the
liability in an orderly transaction between market participants at the
measurement date.
Finance income and finance costs
Finance income comprises interest income on funds invested. Interest income is
recognised as it accrues in profit or loss, using the effective interest
method.
Finance costs comprise interest expense on borrowings, unwinding of the
discount on provisions, and losses on hedging instruments that are recognised
in profit or loss. Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying asset are recognised
in profit or loss using the effective interest method.
Share premium
Ordinary shares are classified as equity. The ordinary shares of the Company
have a nil par value. As such all proceeds received for the issue of shares
has been credited to share premium. Proceeds from the exercise of stock
options or conversion of share purchase warrants are recorded in share premium
at the amount received on exercise or conversion. Commissions paid to
underwriters or agents and other related share issue costs, such as legal,
accounting and printing, are charged to share premium.
Share based payments
Equity-settled share-based payments are measured at fair value at the date of
grant. The fair value is calculated using the Black-Scholes option pricing
model (where no fair value of the service or assets provided is evident). The
fair value determined at the grant date of the equity settled share-based
payment is expensed based on the vesting period and based on the Company's
estimate of the number of shares that will eventually vest.
On determining fair values, terms and conditions attaching to the instruments
are taken into account. Management is also required to make certain
assumptions and estimates regarding such items as the life of instruments,
volatility and forfeiture rates. Changes in the assumptions used to estimate
fair value could result in materially different results.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business, being exploration for lithium in the USA. Information
presented to the Board of Directors for the purpose of decision making is
based on this single segment.
Property and equipment
Property and equipment assets are stated at cost less accumulated depreciation
and accumulated impairment losses.
Depreciation of fixed assets commences when the asset is available for use.
The Company assesses at each reporting date whether tangible fixed assets are
impaired. Depreciation is charged to the profit and loss account on a
straight-line basis over the estimated useful lives of each part of an item of
tangible fixed assets. The estimated useful lives are as follows:
Owned vehicles and other equipment- 3 years
Depreciation methods, useful lives and residual values are reviewed if there
is an indication of a significant change since last annual reporting date in
the pattern by which the Company expects to consume an asset's future economic
benefits.
Gain on sale of mining interest
The Group may monetise its future revenue streams by entering into royalty
agreements with investment companies for a given percentage royalty. This
transaction represents a disposal of a portion of the relevant mineral
interest, which is subject to the royalty, which is represented by deferred
mine exploration costs and exploration permits and licences in the financial
statements.
Where the consideration in exchange for the sale of the interest is variable,
the IFRS 15 variable consideration guidance is applied, and the consideration
is included in the transaction price only to the extent that it is highly
probable that a significant reversal of revenue will not occur ('the
constraint').
A gain/loss on the sale is recognised in profit or loss.
Royalty payments due, under the royalty agreements, are recognised as a
reduction of revenue as amounts become due and payable.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not
yet effective for the current period ended, and have not been applied in
preparing these consolidated historical financial statements:
New/revised International Accounting Standards / International Financial IFRS Effective date
Reporting Standards ("IAS/IFRS")
(accounting periods commencing on or after)
Non-current liabilities with Covenants 1 Jan 2024
Lack of Exchangeability 1 Jan 2025
Amendments to the Classification and Measurement of Financial Instruments - 1 Jan 2026
Amendments to IFRS 9 and IFRS 7
IFRS 18 Presentation and Disclosure in Financial Statements 1 Jan 2027
The Directors do not expect the adoption of the standards and interpretations
to have a material impact on the Company's financial statements in the period
of initial application.
4 General and administrative expenses
The Group's general and administrative expenses include the following:
Year ended 28 February 2025 Year ended 29 February 2024
US$ US$
Auditors' fees 78,400 55,640
Directors and management fees and salaries 443,468 569,599
Legal and accounting 50,711 335,677
Contractor costs 379,606 1,566,803
Professional and marketing costs 302,587 690,897
Other administrative costs 891,876 987,281
────── ──────
Total 2,146,648 4,205,897
══════ ══════
5 Gain on sale
On 21 December 2021, the Company completed a royalty agreement with the
Lithium Royalty Corporation ("LRC"). Key terms of the royalty agreement are:
- LRC has been granted a 2% gross overriding royalty (GOR) over Bradda
Head's sedimentary lithium claims in Arizona (Wikieup project
and Basin project) leaving the Company's pegmatite and brine projects
unencumbered;
- LRC has paid to the Company upon closing the sum of US$2.5 million
for granting of the Royalty;
- LRC has paid to the Company an additional US$2.5 million upon the
Company publicly reporting a 1 million tonne lithium carbonate equivalent
(LCE) Mineral Resource with a minimum lithium grade of 800 parts per million
(ppm);
- LRC will pay to the Company an additional US$3 million upon the
Company publicly reporting a 2.5 million tonne LCE Mineral Resource with a
minimum lithium grade of 800ppm.
In addition, LRC has also subscribed for US$2 million of new ordinary shares
(along with US$0.5 million via a further subscription from a LRC director)
alongside the royalty closing. See note 14 for details.
During the year, the Company hit the next milestone of over 2.5 million tonne
lithium carbonate equivalent (LCE) Mineral Resource with a minimum lithium
grade of 800 parts per million (ppm), thereby triggering the final royalty
payment from LRC. This has been recognised as a gain on sale in the
consolidated statement of comprehensive income.
Reconciliation of gain on sale
Year ended 28 February 2025 Year ended 29 February 2024
US$ US$
Proceeds received from royalty receipt 3,000,000 2,500,000
Less: Deferred mine exploration costs disposal (note 8) (55,758) (105,273)
Less: Exploration permits and licences disposal (note 9) (250) (24,600)
────── ──────
2,943,992 2,370,127
══════ ══════
6 Receipt of settlement funds
On 20 May 2024, the Company reached a settlement regarding the fraudulent
payment first notified on 29 March 2022 and subsequently disclosed in the
audited financial statements. Bradda Head signed a settlement agreement
pursuant to which it was partially reimbursed for the fraudulent funds
transfer. The partial settlement was consistent with Company's expectations at
the time of initiating enforcement proceedings with gross recovery of
approximately 40% of total misappropriated funds. The settlement agreement
provides for no admission of liability by either party involved and the full
commercial terms of the settlement are subject to strict confidentiality
obligations on both parties.
7 Taxation
Income tax
The British Virgin Islands under the International Business Companies Act 2004
imposes no corporate taxes or capital gains taxes.
Zenolith USA LLC, Gray Wash LLC and Verde Grande LLC are Delaware (USA)
limited liability companies that have elected to be taxed as standard
corporations. To date, these companies have been loss making and therefore no
corporation tax is applicable.
The maximum deferred tax asset that could be recognised at year end is
approximately US$ 1,062,243 (2024: US$ 683,943). The Group has not recognised
any asset as it is not reasonably known whether the Group will recover such
deferred tax assets.
8 Deferred mine exploration costs
The schedule below details the current projects of the Group and the related
exploration costs capitalised:
Total
US$
Cost and net book value
At 28 February 2023 7,461,851
──────────
Capitalised during the year 3,668,845
Disposal under royalty agreement * (105,273)
──────────
At 29 February 2024 11,025,423
──────────
Capitalised during the year 1,361,861
Disposal under royalty agreement * (55,758)
──────────
At 28 February 2025 12,331,526
═══════
Cost and net book value
At 28 February 2025 12,331,526
At 29 February 2024 11,025,423
═══════
* In terms of the LRC royalty agreement, the Company has sold a 2% royalty on
future sales from its lithium clay assets. The Company has effectively sold 2%
of its capitalised deferred mine exploration costs to date, with this
adjustment being recorded to reflect this. See note 5 and 14.
All the deferred mining and exploration expenditure has been incurred by
Zenolith USA LLC and San Domingo LLC, both subsidiaries of the Group. See note
9.
Deferred mine exploration costs ("DMEC") represent intangible assets. Refer to
note 8 for details on exploration permits and licences held.
The recoverability of the carrying amounts of exploration and evaluation
assets is dependent on the successful development and commercial exploitation
or sale of the respective area of interest, as well as maintaining the assets
in good standing. The Group assessed the DMEC relating to areas for which
licenses and permits are held for impairment as at 28 February 2025.
The Board reviewed the projects held and concluded that no facts and
circumstances have been identified which suggest the recoverable amount of
these assets would not exceed the carrying amount and, as such, no impairment
was recognised.
9 Exploration permits and licences
The schedule below details the current projects of the Group and the related
exploration permit and licence costs capitalised:
Total
US$
Cost and net book value
At 28 February 2023 2,112,415
═══════
Capitalised during the year 693,920
Disposal under royalty agreement * (24,600)
──────────
At 29 February 2024 2,781,735
Capitalised during the year 308,141
Disposal under royalty agreement * (250)
──────────
At 28 February 2025 3,089,626
═══════
Cost and net book value
At 28 February 2025 3,089,626
At 29 February 2024 2,781,735
═══════
* In terms of the LRC royalty agreement, the Company has sold a 2% royalty on
future sales from its lithium clay assets. The Company has effectively sold 2%
of its capitalised deferred mine exploration costs to date, with this
adjustment being recorded to reflect this. See note 5.
The licences and permits are held through indirect subsidiaries of the
Company. See note 10.
The Group assessed the carrying amount of the licences and permits held for
impairment as at 28 February 2025. The Board reviewed the projects held and
concluded that no facts and circumstances have been identified which suggest
the recoverable amount of these assets would not exceed the carrying amount
and, as such, no impairment was recognised (29 February 2024: impairment of
Nil).
USA
The USA exploration permits and licences are held by Zenolith (USA) LLC
("Zenolith"), San Domingo LLC ("San Domingo"), Gray Wash LLC and Verde Grande
LLC, subsidiaries of Bradda Head (see note 9). Zenolith holds licences and
permits over land in the states of Nevada and Arizona, USA, which provide
Zenolith with exclusive rights to explore for lithium. Gray Wash and Verde
Grande hold licences over land in the state of Arizona.
10 Investment in subsidiary undertakings
As at 28 February 2025 and 29 February 2024, the Group had the following
subsidiaries:
Name of company Place of incorporation Ownership interest Principal activity
Bradda Head Limited* BVI 100% Holding company of entities below
Zenolith (USA) LLC USA 100% Holds USA lithium licences and permits
Verde Grande LLC USA 100% Holds USA lithium licences and permits
Gray Wash LLC USA 100% Holds USA lithium licences and permits
San Domingo LLC ** USA 100% Holds USA lithium licences and permits
Minera Salmuera, S.A. de C.V. Mexico 100% In process of being liquidated
* Held directly by the Company. All other holdings are indirectly
held through Bradda Head Limited
** Held directly by Zenolith USA LLC
The consolidated financial statements include the results of the subsidiaries
from the date that control is obtained to 28 February 2025, and up to the date
that control ceases.
11 Prepayments and advances and deposits
Non-current
28 February 2025 29 February 2024
US$ US$
Advances and deposits 109,813 106,812
══════ ══════
Current
28 February 2025 29 February 2024
US$ US$
Prepayments 114,927 123,268
══════ ══════
12 Trade and other payables
28 February 2025 29 February 2024
US$ US$
Accounts payable 75,042 161,648
Accrued expenses and other payables 45,766 24,711
────── ──────
120,808 186,359
══════ ══════
13 Plant and equipment
Motor vehicle Other equipment Total
Cost US$ US$ US$
As at 1 March 2024 114,390 50,000 164,390
────── ────── ──────
As at 28 February 2025 114,390 50,000 164,390
══════ ══════ ══════
Accumulated depreciation US$ US$ US$
As at 1 March 2024 (72,918) (12,500) (85,418)
Depreciation charge for the year (38,130) (16,667) (54,797)
────── ────── ──────
As at 28 February 2025 (111,048) (29,167) (140,215)
══════ ══════ ══════
Motor vehicle Other equipment Total
Carrying amount US$ US$ US$
As at 28 February 2025 3,342 20,833 24,175
As at 29 February 2024 41,472 37,500 78,972
══════ ══════ ══════
14 Investment at fair value through profit or loss
On 1 July 2011, the Company acquired, by way of private placement, a strategic
investment in Crazy Horse Resources Inc. (which changed its name to Rockwealth
Resources Inc ("RWR"), a copper and gold company traded on the TSX Venture
Exchange, which owns the Taysan Project, an advanced copper gold porphyry
deposit located 100 km south of Manila in the Philippines. On 6 December 2021,
RWR changed its name to Strathmore Plus Energy Corp. On 22 September 2022,
Strathmore Plus Energy Corp changed its name to Strathmore Plus Uranium Corp
and its TSX-V ticker to SUU.
As at 28 February 2025, the Company holds 249,688 shares in SUU (2024: 249,688
shares).
This investment is classified as a financial asset at fair value through
profit or loss. For valuation purposes, it was valued using the closing bid
price as at the reporting period.
28 February 2025 29 February 2024
Total number of shares held 249,688 249,688
US$ US$
Market value of investment at closing bid price 22,472 67,191
Total cost (5,861,409) (5,861,409)
─────── ───────
Unrealised loss on investment (5,838,937) (5,794,218)
═══════ ═══════
In line with IFRS13: Fair Value Measurement, and based on the International
Private Equity and Venture Capital Valuation Guidelines ("IPEV"), the
investment held is considered to be level 2 in the fair value hierarchy, due
to there being a lack of an active market for the traded shares.
The unrealised loss on the investment in SUU charged to the Consolidated
Statement of Comprehensive Income and movement in investment fair value is as
follows:
US$
Balance at 29 February 2024 67,191
Change in fair value (44,719)
───────
Balance at 28 February 2025 22,472
═══════
15 Share premium
Authorised
The Company is authorised to issue an unlimited number of nil par
value shares of a single class.
Shares Share capital Share premium
Issued ordinary shares of US$0.00 each US$ US$
At 29 February 2024 and 28 February 2025 390,609,439 - 30,616,373
═══════ ═══════ ═══════
16 Equity settled share based payments
The cost of equity settled transactions with certain Directors of the Company
and other participants ("Participants") is measured by reference to the fair
value at the date on which they are granted. The fair value is determined
based on the Black-Scholes option pricing model.
Options and warrants
The total number of share options and warrants in issue as at the period end
is set out below.
Recipient Grant Term Exercise 29 February 2024 Number Issued Number Lapsed/ cancelled/expired Number Exercised 28 February 2025 Fair value
Date in years Price
Options US$
Directors and Participants April 2018 5 from listing date US$ 0.15668 146,052 - - - 146,052 24,028
Directors and Participants June 2021 5 US$ 0.048 18,000,000 - - - 18,000,000 1,110,556
Directors and Participants September 2021 5 £0.09 3,000,000 - - - 3,000,000 119,080
Directors and Participants April 2022 5 £0.18 8,375,000 - (1,375,000) - 7,000,000 490,750
Directors and Participants December 2022 5 £0.105 1,000,000 - - - 1,000,000 59,150
Directors and Participants April 2023 5 £0.06 4,500,000 - (650,000) - 3,850,000 39,921
Directors and Participants February 2024 5 £0.02 2,850,000 - - - 2,850,000 -
Warrants
Supplier warrants July 2021 5 £0.0550 1,818,182 - - - 1,818,182 124,482
Supplier warrants July 2021 3 £0.0825 2,254,545 - (2,254,545) - - -
Supplier warrants April 2022 2 £0.1350 3,244,331 - (3,244,331) - - -
─────── ─────── ─────── ─────── ─────── ───────
45,188,110 - (7,523,876) - 37,664,234 1,967,967
═══════ ═══════ ═══════ ═══════ ═══════ ═══════
Recipient Grant Term Exercise Number at March 1, 2023 Number Issued Number Lapsed/ cancelled/expired Number Exercised 29 February 2024 Fair value
Date in years Price
Options US$
Directors and Participants April 2018 5 US$ 0.15668 1,606,304 - (1,460,252) - 146,052 24,028
Directors and Participants June 2021 5 US$ 0.048 18,000,000 - - - 18,000,000 1,110,556
Directors and Participants September 2021 5 £0.09 3,500,000 - (500,000) - 3,000,000 314,962
Directors and Participants April 2022 5 £0.18 8,925,000 - (550,000) - 8,375,000 1,089,312
Directors and Participants December 2022 5 £0.105 1,000,000 - - - 1,000,000 273,727
Directors and Participants April 2023 5 £0.06 - 4,800,000 (300,000) - 4,500,000 180,622
Directors and Participants February 2024 5 £0.02 - 2,850,000 - - 2,850,000 -
Warrants
Supplier warrants July 2021 5 £0.0550 1,818,182 - - - 1,818,182 124,482
Supplier warrants July 2021 3 £0.0825 2,254,545 - - - 2,254,545 8,275
Supplier warrants April 2022 2 £0.1350 3,244,331 - - - 3,244,331 284,918
─────── ─────── ─────── ─────── ─────── ───────
40,348,362 7,650,000 (2,810,252) - 45,188,110 3,410,882
═══════ ═══════ ═══════ ═══════ ═══════ ═══════
The amount expensed in the income statement has been calculated by reference
to the fair value at the grant date of the equity instrument and the estimated
number of equity instruments to vest after the vesting period.
28 February 2025 29 February 2024
US$ US$
US$ US$
Share based payments reverse charge/(charge) 103,539 (180,622)
═══════ ═══════
No new options were issued during the current year.
17 Warrants
The cost of equity warrants granted during the period are measured by
reference to the fair value at the date on which they are granted. The fair
value is determined based on the Black-Scholes option pricing model.
During year ended 28 February 2025, no new ordinary share warrants were
awarded (29 February 2024: Nil).
The total number of warrants in issue as at the period end is set out below.
Recipient Grant Term Exercise Warrants at 1 March 2024 Number of Warrants Issued Number of Warrants Lapsed/ cancelled/expired Number of Warrants Exercised Number of Warrants at 28 February 2025 Fair value
Date in years Price
Warrants US$
Shareholder warrants April 2022 2 £0.2100 73,195,560 - (73,195,560) - - -
─────── ─────── ─────── ─────── ─────── ───────
73,195,560 - (73,195,560) - - -
═══════ ═══════ ═══════ ═══════ ═══════ ═══════
The fair value applied to the shareholder warrants has been classified as a
financial liability. At the date of grant the fair value of shareholder
warrants of US$ 4,748,671 was deducted from the gross proceeds raised against
share premium. During the year, the outstanding shareholder warrants expired
in full. As at yearend, there were no shareholder warrants in issue.
18 Financial instruments
Financial risk management
The Company has risk management policies that systematically review the risks
that could prevent the Company from achieving its objectives. These policies
are intended to manage risks identified in such a way that opportunities to
deliver the Company's objectives are achieved. The Company's risk management
takes place in the context of day-to-day operations and normal business
processes such as strategic planning and business planning. Management has
identified each risk and is responsible for coordinating and continuously
improving risk strategies, processes and measures in accordance with the
Company's established business objectives.
The Company's principal financial instruments consist of cash, receivables and
payables arising from its operations and activities. The main risks arising
from the Company's financial instruments and the policies for managing each of
these risks are summarised below.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset.
Liquidity risk is managed by the Company by means of cash flow planning to
ensure that future cash requirements are anticipated. All liabilities are due
within one month and all cash maintained in call accounts. To date the Company
has relied upon equity funding to finance operations. The carrying amount of
financial assets and liabilities reported in the consolidated statement of
financial position represents the maximum exposure to liquidity risk.
Management is confident that adequate resources are available to meet current
obligations. See note 2(b) in respect of the Board's going concern assessment,
and note 21 regarding exploration commitments.
The residual undiscounted contractual maturities of financial liabilities are
as follows:
28 February 2025
Less than 1 month 1-3 months 3 months to 1 year 1-5 years Over 5 years
US$ US$ US$ US$ US$
Trade and other payables 120,808 - - - -
29 February 2024
Less than 1 month 1-3 months 3 months to 1 year 1-5 years Over 5 years
US$ US$ US$ US$ US$
Trade and other payables 161,648 - - - -
Credit risk
Credit risk is the risk of loss associated with the counter-party's inability
to fulfil its payment obligations. The Company's credit risk is primarily
attributable to receivables and cash balances with the maximum exposure being
the reported balance in the statement of financial position. The Company holds
available cash with licensed banks which have strong history. The Company
considers the credit ratings of banks in which it holds funds in order to
reduce exposure to credit risk. All funds are available on demand.
The receivables are actively monitored to avoid significant concentration of
credit risk, and the Directors consider there to be no significant
concentration of credit risk.
Interest rate exposure
Interest rate risk is the risk that the Company will sustain losses through
adverse movements in interest bearing assets or liabilities; however, it is
the Directors' opinion that the Company is not significantly exposed to
interest rate risk. Any interest-bearing liabilities carry fixed interest
rates and are not exposed to interest rate fluctuations.
Market price risk
Equity price risk arises from financial assets at fair value through profit or
loss due to uncertainties about future values of the instrument. The
investment at year end represents an interest held in the share capital of
Strathmore Plus Uranium Corp, a company traded on the TSX Venture Exchange.
The performance of this investment is monitored and reviewed by management on
a regular basis. As at 28 February 2025, the fair value of equity security
exposed to price risk was US$ 22,472 (29 February 2024: US$ 67,191). A 5%
increase or decrease in the fair value of this listed investment, with all
other variables constant, would have increased/decreased consolidated profit
or loss and equity by US$ 1,124 (29 February 2024: US$ 3,360).
Foreign exchange risk
The Group was exposed to foreign currency risk on fluctuations related to
financial assets and liabilities that are denominated in Pounds (GBP). The
amounts exposed to foreign currency risk are as follows (in currency balance):
GBP
28 February 2025 Cash 16,911
═══════
GBP
29 February 2024 Cash 38,482
═══════
The impact of 10% strengthening of the GBP against the US Dollar to total
comprehensive income/loss is set out below. A 10% weakening in these
currencies would have had the equal but opposite effect, on the basis that all
other variables remain constant.
28 February 2025 29 February 2024
US Dollars against: US$ US$
GBP 1,691 3,848
═════ ═════
There is no other impact on the Company's equity other than those already
affecting the consolidated statement of comprehensive income/(loss).
Political risks
The Company's operations are subject to laws and regulations governing
exploration activities. While the Company believes that it is in substantial
compliance with all material current laws and regulations affecting its
activities, future changes in laws and regulations, following any changes in
standing governments, could result in changes in legal requirements, relevant
policies or in the terms of existing agreements applicable to the Company
which could have a material adverse impact on the Company's current operations
or planned implementation of its strategy.
Accounting classifications and fair value
Financial instruments comprise cash and trade and other receivables accounts
payable and accrued expenses (classified as trade and other payables),
investments and convertible loan notes and working capital loan advances
(classified as related party balances). The carrying amounts of loans and
receivables and trade and other payables, reported in the consolidated
statement of financial position, approximate their fair values due to the
short-term nature of these accounts.
Financial liabilities not measured at fair value
Carrying amount, measured at amortised cost
28 February 2025 29 February 2024
US$ US$
Trade and other payables 120,808 161,648
═════ ═════
The fair value of investments is based on available market price data, taking
into account the liquidity of the listed securities.
Capital Management
The Company manages its capital to maximise the return to the shareholders
through the optimisation of equity. The capital structure of the Company at 28
February 2025 consists of equity attributable to equity holders of the
Company, comprising issued capital, reserves and retained earnings as
disclosed.
The Company manages its capital structure and makes adjustments to it, in
light of economic conditions and the strategy approved by shareholders. To
maintain or adjust the capital structure, the Company may adjust any dividend
payment to shareholders, return capital to shareholders or issue new shares
and release the Company's share premium account. No changes were made in the
objectives, policies or processes during the years ended 28 February 2025.
19 Related party transactions and balances
Key management personnel
The Directors of the Company received the following remuneration
during the year:
28 February 2025
US$ US$ US$
Fees and salary Share-based payment remuneration Total
Ian Stalker 165,411 - 165,411
Euan Jenkins 51,840 - 51,840
Denham Eke 68,320 - 68,320
Jim Mellon 51,840 - 51,840
Alex Borrelli 51,840 - 51,840
─────── ─────── ───────
389,251 - 389,251
═══════ ═══════ ═══════
29 February 2024
US$ US$ US$
Fees and salary Share-based payment remuneration Total
Charles FitzRoy (to 29 August 2023) 93,728 37,630 131,358
Ian Stalker 150,340 37,630 187,970
Euan Jenkins 51,520 - 51,520
Denham Eke 64,427 - 64,427
Jim Mellon 51,520 - 51,520
Alex Borrelli 51,520 - 51,520
─────── ─────── ───────
463,055 75,260 * 538,315
═══════ ═══════ ═══════
* The fair value of the options issued has been determined in line with the
requirements of IFRS. Refer to note 3 and 15 for the basis of calculation.
The Directors hold the following number of shares in the Company as at 28
February 2025:
28 February 2025 29 February 2024
% of issued Options held % of issued Options held
Number share capital Number share capital
James Mellon 73,097,004 18.72% - 73,097,004 18.72% -
Denham Eke 124,307 0.03% - 124,307 0.03% -
Ian Stalker 3,870,140 0.99% 19,250,000 3,870,140 0.99% 18,250,000
Euan Jenkins 2,198,934 0.56% 500,000 2,198,934 0.56% 500,000
Alex Borrelli 343,329 0.09% 500,000 343,329 0.09% 500,000
────── ────── ────── ────── ────── ──────
79,633,714 20.39% 20,250,000 79,633,714 20.39% 19,250,000
══════ ══════ ══════ ══════ ══════ ══════
Edgewater Associates Limited ("Edgewater")
During the year, Directors and Officers insurance was obtained through
Edgewater, which is a 100% subsidiary of Manx Financial Group ("MFG"). James
Mellon and Denham Eke are Directors of both the Company and MFG.
The premium payable on the policy was US$ 42,563 (29 February 2024: US$
43,061), of which US$ 10,854 was prepaid as at the period end (29 February
2024: US$ 11,560).
Burnbrae Limited ("Burnbrae")
Burnbrae Limited, a Company for which Jim Mellon is the ultimate beneficial
owner and Denham Eke is a Director, provide certain ad hoc services, to the
Company. The charge for services provided is £1,500 per month, when provided,
and totalled was US$ 22,954 (2024: Nil) during the year, of which US$63 was
outstanding as at the year-end (2024: Nil).
20 Basic and diluted loss per share
The calculation of the basic earnings per share is based on the earnings
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings
per share, adjusted to allow for the issue of shares, on the assumed
conversion of all dilutive share options.
An adjustment for the dilutive effect of share options in the current year has
not been reflected in the calculation of the diluted loss per share, as the
effect would have been anti-dilutive, due the Company recognising a loss for
the year.
28 February 2025 29 February 2024
US$ US$
Profit/(loss) for the year 1,100,162 (1,503,858)
No. No.
Weighted average number of ordinary shares in issue 390,609,436 390,609,436
Dilutive element of share options and warrants if exercised (note 16) 37,664,234 37,871,052
Diluted number of ordinary shares 428,273,670 428,480,488
Basic earnings per share (cents) 0.282 (0.385)
Diluted earnings per share (cents) 0.257 (0.385)
21 Exploration commitments
The Group has certain obligations to expend minimum amounts on exploration
works on mining tenements in order to retain an interest in them, which would
be approximately US$ 343,540 during the next 12 months. This includes annual
fees in respect of licence renewals. These obligations may be varied from time
to time, subject to approval and are expected to be filled in the normal
course of exploration and development activities of the Company.
22 Subsequent events
No post events occurred post yearend that require disclosure in the Statement
of Financial Position.
23 Ultimate Controlling Party
In the opinion of the Directors, there is no ultimate controlling party.
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. END FR FZGFNDMDGKZMRecent news on Bradda Head Lithium
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