REG - Cloudbreak Discovery - Final Results for the Year Ended 30 June 2025
27/10/2025 07:00
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RNS Number : 8382E Cloudbreak Discovery PLC 27 October 2025
Cloudbreak Discovery Plc
("Cloudbreak" or the "Company")
Final Results for the Year Ended 30 June 2025
Cloudbreak Discovery PLC (LSE: CDL), a London listed royalty company and
natural resources project generator, is pleased to announce its final results
for the year ended 30 June 2025.
The Annual Report and Financial Statements for the year ended 30 June
2025 will shortly be available on the Company's website
at www.cdl-plc.com. A copy of the Annual Report and Financial Statements
will shortly be uploaded to the National Storage Mechanism where it will be
available for viewing
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
-ENDS-
For additional information please contact:
Cloudbreak Discovery PLC Peter Huljich, Chairman Tel: +44 207 887 6139
Tom Evans, Managing Director Tel: +44 7851 703440
AlbR Capital Limited David Coffman / Anastassiya Eley Tel: +44 7399 9400
(Financial Adviser)
Marex Financial Angelo Sofocleous / Keith Swann / Matt Bailey Tel: +44 (0) 207 655 6000
(Broker) Email: corporate@marex.com
CHAIRMAN'S REPORT
Dear Shareholder
We are pleased to present Cloudbreak Discovery PLC's Annual Report for the
year ended 30 June 2025. This period has been one of meaningful repositioning
and strategic resets, as we refine our asset base, sharpen our focus, and
endeavour to build a pathway toward near-term value realisation for our
shareholders.
Business Environment & Strategy
Over the last year, our Board and management have concentrated on aligning
Cloudbreak's mission to become a more active, focused resource project
generator and royalty/mineral investment company. We have continued divesting
non-core or legacy assets, reallocating capital to higher potential mineral
and energy interests, and seeking to retain upside through royalties, carried
interests or minority equity positions.
We believe the path forward must emphasise:
· Near-revenue or value-pivot projects rather than purely
early-stage exploration.
· Jurisdictions with stable regulatory regimes and mining law
clarity;
· A balance between income-generating assets (royalties, overriding
interests) and upside projects;
· Disciplined capital deployment with close attention to dilution
and risk.
· Appointment of a new Chairman Mr Peter Huljich with significant
investment banking and mining experience in Western Australia.
· Appointment of Managing Director Mr Tom Evans, with 36 years of
international experience in fund management, capital markets corporate finance
within the resource sector.
Review of the Year
Portfolio Management & Divestments
· During the year we furthered the process of disposing of non-core
royalty and energy assets, thereby freeing up capital for redeployment into
higher-conviction opportunities.
· In August 2025 (post year) we completed the sale of our US oil
assets under the Masten Unit energy project in Texas to G2 Energy Corp, for a
total consideration of £100,000 (with £50,000 on signing and £10,000 over
five subsequent months), and eliminated an outstanding liability of ~£75,000
from our books.
· Concurrent with that transaction, we raised £300,000 via a
placing of 120 million new ordinary shares at 0.25 pence per share, which
strengthens our cash position and enables increased resource dedication to
exploration in more prospective mineral jurisdictions.
New Investment & Exploration Focus
· We have pivoted our operational focus toward gold and base-metal
potential, particularly in Western Australia, where we believe geological
opportunity is strong and exploration infrastructure relatively accessible.
· Following that strategic pivot, in 2025 we initiated the Darlot
West gold project in Western Australia and expanded the landholding
materially, with exploration now under way.
· To support the exploration, we launched a placing of £600,000 in
August 2025 (post year) at 0.475 pence per share, which will accelerate the
work programme at Darlot West and assist in crystallising exclusive
opportunities already negotiated.
· We remain active in due diligence and negotiation of other
project opportunities. Notably, we secured an option to acquire an 888 km²
Au/Cu project in Western Australia's mineral belts as well as an option over
the Crofton Gold Project in Western Australia's premier gold district, adding
to the prospect pipeline.
Capital Structure, Financing & Governance
· We have maintained a cautious approach to dilution, seeking
equity injections only where they directly support value-driving work
programmes.
· The recent placing and sale of oil assets have meaningfully
improved our liquidity headroom.
· We also refined our corporate governance and enhanced our board
oversight with the appointment of Peter Huljich and Thomas Evans, thus
ensuring alignment of incentives, reporting transparency, and governance
discipline.
Challenges & Risks
· As a small-cap exploration/investment company, we remain subject
to capital constraints, execution risk, permitting delays, and commodity price
fluctuations.
· Disposal of non-core assets is not always timely or high-value in
illiquid markets.
· Exploration outcomes remain uncertain; not all projects will
yield discoveries or be economically viable.
· Continued vigilance is needed on funding, market sentiment, and
regulatory changes in our target jurisdictions.
Outlook & Priorities
Over the next 12-24 months, our focus is firmly on delivery and de-risking:
· Execute exploration campaigns at Darlot West, rapidly test
priority targets, and aim for early success to catalyse further investment.
· Advance and convert favourable options (such as the 888 km²
Paterson Au/Cu project and the Crofton Gold Project) into more definitive
agreements or earn-in structures.
· Seek to monetise or spin off assets that do not fit the new
strategy, recycling value.
· Maintain financial discipline and carefully manage dilution as we
pursue growth.
· Cultivate partnerships with explorers, financiers or juniors
where our royalty/earning rights can yield returns with limited capital
outlay.
We believe our repositioning-away from passive royalty holdings and toward
active mineral project generation-places Cloudbreak in a stronger posture to
create value for shareholders.
Post-Year Events
· Sale of U.S. oil assets and placing: As noted above, the sale of
the Masten Unit assets and associated £300,000 placing give us both
de-risking of legacy liabilities and immediate capital for exploration in
Western Australia.
· Additional placing: On 28 August 2025, we successfully raised
£600,000 (gross) through a placing of 126,315,790 ordinary shares at 0.475
pence per share (10% discount). These funds are earmarked for accelerating the
Darlot West programme and advancing other exclusive opportunities under
negotiation.
· Option to acquire new projects: We secured option rights over an
888 km² Au/Cu project in Western Australia, expanding our exploration
portfolio.
· Exploration commencement: Work has begun on the expanded Darlot
West project, inclusive of mapping, surface sampling, and other foundational
exploration efforts.
These post-year events materially strengthen our balance sheet and enhance our
exposure to promising gold and copper exploration in Australia-an essential
geographic shift.
In closing, the Board and management believe the strategic repositioning
initiated over the past year has reset Cloudbreak to a higher-potential
trajectory. Our capital is now more aligned with active exploration and
project generation, rather than lingering in non-core royalties or legacy
interests. While the path ahead will require execution and discipline, we
believe we are better placed than before to capture value for our
shareholders.
We thank our shareholders for their continued support, and we look forward to
updating you in due course as our exploration efforts progress.
Peter Huljich
Executive Chairman
24 October 2025
STATEMENT OF FINANCIAL POSITION
Group Company
Note 30 June 2025 30 June 2024 (restated) 30 June 2025 30 June 2024 (restated)
£ £ £ £
Non-Current Assets
Royalty asset - 1 - -
Intangible assets 5 - 80,870 - -
Investments 6 31,849 417,217 12,193 256,560
Investment in subsidiaries 6 - - 18 19,296
Leased Asset - 28,911 - -
31,849 526,999 12,211 275,856
Current Assets
Trade and other receivables 9 1,358 185,925 6,530 87,797
Cash and cash equivalents 10 53,197 195,157 52,758 94,586
Convertible debenture receivables 7 175,000 1,581,428 175,000 1,581,428
229,555 1,962,510 234,288 1,763,811
Total Assets 261,404 2,489,509 246,499 2,039,667
Current Liabilities
Trade and other payables 2 566,294 1,498,938 667,538 1,429,320
Convertible loan notes 13 48,048 43,248 48,048 43,248
614,342 1,542,186 715,586 1,472,568
Total Liabilities 614,342 1,542,186 715,586 1,472,568
Net (Liabilities)/Assets (352,938) 947,323 (469,087) 567,099
Equity attributable to owners of the Parent
Share capital 14 1,424,030 900,167 1,424,030 900,167
Share premium 14 18,111,340 17,239,349 18,111,340 17,239,349
Other reserves 16 203,647 162,365 68,361 17,864
Reverse asset acquisition reserve (4,134,019) (4,134,019) - -
Retained losses (15,957,936) (13,220,539) (20,072,818) (17,590,281)
Total Equity (352,938) 947,323 (469,087) 567,099
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Parent Company Income Statement and
Statement of Comprehensive Income. The loss for the Company for the year ended
30 June 2025 was £2,452,742 (loss for year ended 30 June 2024 (restated):
£1,627,519).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2025
Note Year ended 30 June Year ended 30 June
2025 2024 (restated)
Continued operations £ £
Profit on disposal of exploration & evaluation asset sales - 45,279
Administrative expenses 24 (611,681) (943,302)
Foreign exchange (losses)/gains 3,606 3,606
Operating loss (608,075) (847,494)
Finance income 19 175,130 344,198
Finance costs (4,965) (214,841)
Other income 25,611 336,864
Impairment of loans 8 - (172,221)
Impairment of debentures (1,416,442) (474,428)
Impairment of investments (428,707) (117,260)
Impairment of intangible assets - (107,684)
Other losses 20 (390,202) (138,440)
Realised Loss on disposal investments 21 (13,285) (71,071)
Unrealised fair value (loss)/gain on debentures - (3,204)
Unrealised fair value (loss)/gain on investments 6 (46,652) (394,009)
Discontinued operations:
Gain/(loss) from discontinued operations 27 - 232,071
Profit/(Loss) before income tax (2,707,587) (1,627,519)
Income tax 22 - -
Loss for the year attributable to owners of the Parent (2,707,587) (1,627,519)
Basic and Diluted Earnings Per Share attributable to owners of the Parent 23
during the period (expressed in pence per share)
Continuing operations (0.2)p (0.1)p
Discontinuing operations - -
Year ended 30 June Year ended 30 June
2025 2024 (restated)
£ £
Loss for the year (2,707,587) (1,627,519)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences (9,228) (33,828)
Other comprehensive income for the period, net of tax (2,716,815) (1,661,347)
(2,716,815) (1,661,347)
Total Comprehensive Income attributable to owners of the parent
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Note Share capital Share premium Reverse asset acquisition reserve Other reserves Retained losses Total
£ £ £ £ £ £
Balance as at 1 July 2023 778,635 16,753,221 (4,134,019) 519,045 (11,917,424) 1,999,458
Loss for the year - - - - (855,966) (855,966)
Other comprehensive income for the year - - - - - -
Items that may be subsequently reclassified to profit or loss - - - - - -
Currency translation differences - - - (33,828) - (33,828)
Total comprehensive income for the year - - - (33,828) (855,966) (889,794)
Issue of shares 14 121,532 486,128 - - - 607,660
Options lapsed 15 - - - (75,281) 75,281 -
Warrants lapsed 15 - - - (249,123) 249,123 -
Equity component of CLN 13 - - - 1,552 - 1,552
Total transactions with owners, recognised directly in equity 121,532 486,128 - (322,852) 324,404 609,212
Balance as at 30 June 2024 900,167 17,239,349 (4,134,019) 162,365 (12,448,986) 1,718,876
Prior Year Restatement 25 - - - - (771,553) (771,553)
Balance as at 30 June 2024 (restated) 900,167 17,239,349 (4,134,019) 162,365 (13,220,539) 947,323
Loss for the year - - - - (2,707,587) (2,707,587)
Other comprehensive income for the year - - - - - -
Items that may be subsequently reclassified to profit or loss - - - - - -
Currency translation differences - - - (9,228) - (9,228)
Total comprehensive income for the year - - - (9,228) (2,707,587) (2,716,815)
Issue of shares 14 523,863 871,991 - - - 1,395,854
Warrants lapsed 15 - - - 29,810 (29,810) -
Shares to be issued 13 - - - 20,700 - 20,700
Total transactions with owners, recognised directly in equity 523,863 871,991 - 50,510 (29,810) 1,416,554
Balance as at 30 June 2025 1,424,030 18,111,340 (4,134,019) 203,647 (15,957,936) (352,938)
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Note Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
Balance as at 1 July 2023 778,635 16,753,221 340,716 (15,131,911) 2,740,661
Loss for the year - - - (2,011,221) (2,011,221)
Total comprehensive income for the year - - - (2,011,221) (2,011,221)
Issue of shares 14 121,532 486,128 - - 607,660
Options lapsed 15 - - (75,281) 75,281 -
Warrants lapsed 15 - - (249,123) 249,123 -
Equity component of CLN 13 - - 1,552 - 1,552
Total transactions with owners, recognised directly in equity 121,532 486,128 (322,852) 324,404 609,212
Balance as at 30 June 2024 900,167 17,239,349 17,864 (16,818,728) 1,338,652
Prior Year Restatement 25 - - - (771,553) (771,553)
Balance as at 30 June 2024 (restated) 900,167 17,239,349 17,864 (17,590,281) 567,086
Loss for the year - - - (2,452,727) (2,452,727)
Total comprehensive income for the year - - - (2,452,727) -
Issue of shares 14 523,863 871,991 - - 1,395,854
Warrants lapsed 15 - - 29,810 (29,810) -
Shares to be issued 13 - - 20,700 - 20,700
Total transactions with owners, recognised directly in equity 523,863 871,991 50,510 (29,810) 1,416,554
Balance as at 30 June 2025 1,424,030 18,111,340 68,361 (20,072,818) (469,087)
STATEMENTS OF CASH FLOWS
For the year ended 30 June 2025
Group Company
Note Year ended Year ended Year ended 30 June 2025 Year ended 30 June 2024 (restated)
30 June 2025 30 June 2024 (restated) £ £
£ £
Cash flows from operating activities
Loss before income tax (2,707,587) (1,627,519) (2,452,742) (2,782,774)
Adjustments for:
Provision for bad debt 343,598 211,824 260,801 -
Realised loss on investments 59,937 71,071 - -
Change in fair value of investments - 394,009 - 150,354
Change in fair value of convertible debentures - 3,204 - 3,204
Impairment of loans and debentures 1,416,442 1,418,202 1,416,442 1,334,859
Impairment of intangible assets - 107,684 - -
Impairment of investment 428,707 117,260 237,257 411,231
Impairment of intercompany investments - - 17,702 1,144,380
Interest income (200,741) (262,885) (200,538) (199,299)
Finance cost 4,965 177,000 4,965 177,000
Income on consideration shares 6 - (316,343) - (316,343)
Unrealised foreign exchange/(loss) 9,290 (45,753) 10,473 937
Share based payments 17 20,700 - 20,700 -
Increase in trade and other receivables 9 - (293,998) - (187,218)
Increase/(decrease) in trade and other payables 12 216,604 (361,265) 278,911 (182,371)
Net cash used in operating activities (408,085) (407,509) (406,029) (446,040)
Cash flows from investing activities
Funds received on sale of investment 6 65,479 255,612 - -
Funds received on sale of exploration assets 5 - 41,919 - -
Loans from subsidiaries 6 - - 163,555 422,140
Interest received 20,646 99,802 20,646 99,802
Net cash generated from (used in) investing activities 86,125 397,333 184,201 521,942
Cash flows from financing activities
Proceeds from issue of share capital 14 180,000 - 180,000 -
Loans granted - (38,741) - -
Net cash generated from/(used in) financing activities 180,000 (38,741) 180,000 -
Net (decrease)/increase in cash and cash equivalents (141,960) (48,917) (41,828) 75,902
Cash and cash equivalents at beginning of year 10 195,157 244,074 94,586 18,684
Cash and cash equivalents at end of year 53,197 195,157 52,758 94,586
Non-cash Financing activities
· During the year the Company issued 403,864,936 ordinary shares to
certain creditors and debt holders in settlement of those debts. Further
details can be found in note 14.
NOTES TO THE FINANCIAL STATEMENTS
1. General information
The Company is a public limited company incorporated and domiciled in England
(registered number: 06275976), which is listed on the London Stock Exchange.
The registered office of the Company is 167-169 Great Portland Street, Fifth
Floor, London, England, W1W 5PF.
2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of these
Financial Statements are set out below. These Policies have been consistently
applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Financial Statements have been prepared in accordance with UK-adopted
international accounting standards (UK IAS) in accordance with the
requirements of the Companies Act 2006. The Financial Statements have also
been prepared under the historical cost convention.
The Financial Statements are presented in Pounds Sterling rounded to the
nearest pound.
The preparation of financial statements in conformity with UK IAS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Accounting Policies. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Consolidated Financial
Statements are disclosed in Note 4.
2.2. New and amended standards
(a) New and amended standards mandatory for the first time for the
financial periods beginning on or after 30 June 2024.
IAS 1 (Amendments) - Presentation of Financial Statements: Classification of
Liabilities as Current or Noncurrent.
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable on or after the
year ended 30 June 2024 but did not result in any material changes to the
financial statements of the Group.
(b) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted.
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IAS 21 (Amendments) Lack of Exchangeability 1 January 2025
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 9&7 (Amendments) Classification and Measurement of Financial Instruments 1 January 2026
Annual improvements to IFRS - Volume 11 1 January 2026
The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds.
2.3. Basis of Consolidation
The Consolidated Financial Statements consolidate the financial statements of
the Company and its subsidiaries made up to 30 June. Subsidiaries are entities
over which the Group has control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over
the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the
consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within
the Parent Company financial statements. Where necessary, adjustments are made
to the financial statements of subsidiaries to bring the accounting policies
used in line with those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises are
eliminated on consolidation.
2.4. Going concern
These financial statements have been prepared on the going concern basis,
which assumes the Group and the company will continue to be able to meet its
liabilities as they fall due, within 12 months of the date of approval of
these financial statements.
The Directors note the net current liability and net liability position of the
Group and Company and the losses incurred in the current and previous years.
The Group's operating strategy has changed from one reliant on cashflows from
its investments to one of developing a portfolio of early stage Gold
exploration and evaluation assets. As such, the Board have prepared cash
flow forecasts covering a period of 12 months from the date of this report and
considered the cash requirements of the Group during that period. The nature
of its planned operations for the foreseeable future, namely the development
of these assets through various exploration and evaluation work programmes,
mean that the Group will need to raise additional funds in order to carry out
these works. The precise levels and timing of funding will depend on a variety
of factors and will be guided by results of exploration and evaluation work
carried out and the requirements of the next steps of that development work.
Consequently, The Board believe that the Group will have the ability to meet
its ongoing commitments in a timely fashion, and these financial statements
have been prepared on the going concern basis.
The Group successfully raised £900,000 through two equity placings subsequent
to the year end in August 2025. Early results from the work carried out on
its projects have been positive and this has been reflected in the share price
of the Company. Therefore, while recognising that there can be no certainty
over the availability of further funding in the future, the Board are
confident that there will continue to be sufficient investor appetite to fund
further work programmes as and when the funding needs arise. As the forecast
for the Group and Company to raise additional funds is yet to be achieved, it
is possible that the Group and Company may not be able to raise such funds.
This therefore indicates the existence of a material uncertainty that may cast
significant doubt on the Group and company's ability to continue as a going
concern, without raising the additional funds. The financial statements do not
include the adjustments that would result if the company were unable to
continue as a going concern. The auditors report references the material
uncertainty in this respect.
2.5. Foreign currencies
a) Functional and presentation currency
Items included in the Financial Information are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the parent company is Pounds Sterling as is the functional currency of the UK subsidiary which is Imperial Minerals (UK) Limited. The functional currency of the Canadian subsidiary, Cloudbreak Exploration Inc. is Canadian Dollars. The functional currency of the US subsidiaries, Cloudbreak Discovery (US) Ltd. and Cloudbreak Energy (US) Ltd. is US Dollars. The Financial Information in The Group's overseas subsidiaries are translated in accordance with IAS 21 - The Effect of Changes in Foreign Exchange Rates.
During the year ended 30 June 2024, the Company disposed of Kudu Resources and
Kudu Resources Guinea as part of a settlement agreement.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement in other
comprehensive income. The financial statements are presented in Pounds
Sterling (£), the functional currency of Cloudbreak Discovery Plc is Pounds
Sterling, as is the functional currency of the UK subsidiary which is Imperial
Minerals (UK) Limited.
2.6. Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value
measurements. IFRS 13 provides guidance on how to measure fair value under
IFRS when fair value is required or permitted. The resulting calculations
under IFRS 13 affected the principles that the Company uses to assess the fair
value, but the assessment of fair value under IFRS 13 has not materially
changed the fair values recognised or disclosed. IFRS 13 mainly impacts the
disclosures of the Company. It requires specific disclosures about fair value
measurements and disclosures of fair values, some of which replace existing
disclosure requirements in other standards.
2.7. Finance Income
Interest income is recognised using the effective interest method.
2.8. Other income
The other income of the Group comprises royalty income. It is measured at the
fair value of the consideration received or receivable after deducting
discounts and other withholding tax. The royalty income becomes receivable on
extraction and sale of the relevant underlying commodity, and by determination
of the relevant royalty agreement.
2.9. Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit
balances with banks and similar institutions, which are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value. This definition is also used for the Statement of Cash Flows.
2.10. Trade and other receivables and prepaids
Trade receivables are amounts due from third parties in the ordinary course of
business. If collection is expected in one year or less, they are classified
as current assets. If not, they are presented as non-current assets.
2.11. Royalty assets at fair value through profit and loss
Royalty financial assets are recognised or derecognised on completion date where a purchase or sale of the royalty is under a contract, and are initially measured at fair value, including transaction costs. All of the Group's royalty financial assets have been designated as at fair value through profit and loss ("FVTPL"). The royalty financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in the 'revaluation of royalty financial assets' line item of the income statement.
2.12. Investments in subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
2.13. Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets hold potential to be successful in finding
specific resources. Expenditure included in the initial exploration and
evaluation assets relate to the acquisition of rights to explore,
topographical, geological, geochemical and geophysical studies, exploratory
drilling, trenching, sampling and activities to evaluate the technical
feasibility and commercial viability of extracting a resource. Capitalisation
of pre-production expenditure ceases when the prospective property is capable
of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation, as such at the year-end all intangibles held have an indefinite life but are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units ('CGU's'), which are based on specific projects or geographical areas. The CGU's are then assessed for indicators of impairment using the criteria specified in IFRS 6. Where indicators of impairment are identified a full impairment review is undertaken in accordance with IAS 36.
Whenever the exploration for and evaluation of resources in cash generating units does not lead to the discovery of commercially viable quantities of resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.
Exploration and evaluation assets recorded at fair-value on business
combination
Exploration assets which are acquired as part of a business combination are recognised at fair value in accordance with IFRS 3. When a business combination results in the acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.
2.14. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, are not subject to amortisation and are tested annually for
impairment. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units). Non-financial assets that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
2.15. Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
Non-derivative financial assets comprising the Group's strategic financial
investments in entities not qualifying as subsidiaries or jointly controlled
entities. These assets are classified as financial assets at fair value
through profit or loss. They are carried at fair value with changes in fair
value recognised through the income statement. Where there is a significant or
prolonged decline in the fair value of a financial investment (which
constitutes objective evidence of impairment), the full amount of the
impairment is recognised in the income statement.
Due to the nature of these assets being unlisted investments or held for the
longer term, the investment period is likely to be greater than 12 months and
therefore these financial assets are shown as non-current assets in the
Statement of financial position.
Amortised Cost
These assets comprise the types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest.
The Group's financial assets measured at amortised cost comprise trade and other receivables, convertible debenture receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and - for the purpose of the statement of cash flows - bank overdrafts.
(a) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade
date at cost - the date on which the Group commits to purchasing or selling
the asset. Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that
are classified as FVTPL as these were acquired principally for the purpose of
selling.
Financial assets at FTVPL are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in profit or
loss. Fair value is determined by using market observable inputs and data as
far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in
the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
The Group measures its investments in quoted shares using the quoted market
price. For shares held in unlisted entities, the share price is based on the
current financial and operational performance, as well as taking the potential
of future plans into account. Unlisted investments whose fair value cannot be
measured reliably, are measured at cost less impairment.
(b) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset, based on analysis of internal or external information. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
The Group considers a financial asset in default when contractual payments are
180 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
2.16. Financial Investments
Non-derivative financial assets comprising the Group's strategic financial investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. These assets are classified as financial assets at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement. Where there is a significant or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement.
Listed investments are valued at closing bid price on 30 June 2025.
2.17. Equity
Equity comprises the following:
· "Share capital" represents the nominal value of the Ordinary
shares;
· "Share Premium" represents consideration less nominal value of
issued shares and costs directly attributable to the issue of new shares;
· "Reverse asset acquisition reserve" represents the retained
losses of the Company before acquisition and the Company equity at reverse
acquisition.
· "Other reserves" represents the foreign currency translation
reserve, warrant reserve and share option reserve where;
o "Foreign currency translation reserve" represents the translation
differences arising from translating the financial statement items from
functional currency to presentational currency;
o "Warrant reserve" represents share warrants awarded by the Group;
o "Share option reserve" represents share options awarded by the Group;
· "Retained deficit or losses" represents retained losses.
2.18. Share based payments
The Group operates an equity-settled, share-based scheme under which the Group receives services from employees or contractors as consideration for equity instruments (options and warrants) of the Group. The fair value of the third-party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
• including any market performance conditions;
• excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
• including the impact of any non-vesting conditions.
The fair value of the share options and warrants are determined using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.19. Taxation
No current tax is payable for the year ended 30 June 2025 in view of the
losses to date for all entities in the Group (2024: £nil).
Deferred tax is recognised for using the liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit. However,
deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill; deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax liabilities will be recognised for taxable temporary differences
arising on investments in subsidiaries except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
3. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(foreign currency risk, price risk and interest rate risk), credit risk and
liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. None of these risks are hedged.
Risk management is carried out by the Canadian based management team under
policies approved by the Board of Directors.
3.1. Treasury policy and financial instruments
During the years under review, the financial instruments were cash and cash
equivalents, shares in listed and unlisted companies and other receivables
which were or will be required for the normal operations of the Group.
The Group operates informal treasury policies which include ongoing
assessments of interest rate management and borrowing policy. The Board
approves all decisions on treasury policy.
The risks arising from the Group's financial instruments are liquidity and
interest rate risk. The Directors review and agree policies for managing these
risks and they are summarised below:
Unlisted investments
The Company is required to make judgments over the carrying value of
investments in unquoted companies where fair values cannot be readily
established and evaluate the size of any impairment required. It is important
to recognise that the carrying value of such investments cannot always be
substantiated by comparison with independent markets and, in many cases, may
not be capable of being realised immediately. Management's significant
judgement in this regard is that the value of their investment represents
their cost less previous impairment.
Market risk & foreign currency risk
The Group is exposed to market risk, primarily relating to interest rate and
foreign exchange movements. The Group does not hedge against market or foreign
exchange risks as the exposure is not deemed sufficient to enter into forwards
or similar contracts.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. The amount of exposure to any individual counter party is subject
to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Liquidity risk and interest rate risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably. This is achieved by the close control by the Directors of the
Group in the day-to-day management of liquid resources. Cash is invested in
deposit accounts which provide a modest return on the Group's resources whilst
ensuring there is limited risk of loss to the Group.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
4. Critical accounting estimates and judgements
The preparation of the Financial Information in conformity with UK adopted
IASs requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the Financial Information and the reported
amount of expenses during the year. Actual results may vary from the estimates
used to produce this Financial Information.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
Estimated impairment of convertible loan notes receivable & Convertible
debenture receivables
Anglo African Minerals Plc ('AAM')
The Group has assessed whether the AAM convertible loan notes receivable which
has been previously fully impaired in the prior year, should remain impaired
in the current year or be reversed. They have reassessed this asset and
determined that there are no conditions to reverse the impairment.
G2 Energy Corp. ("G2")
The Group also assessed whether the G2 convertible debenture receivable should
be impaired. The Board noted that there had been significant changes during
the period to the outlook of G2. At the beginning of the period, the G2
Board presented the Cloudbreak Board with a forecast and budget. The budget
included capital requirements to invest into the infrastructure to increase
production and G2 was proposing to raise money locally on its own listing for
such purposes. The Company continued to review the forecasts against actuals
for G2, as the revenue figures and repayment schedules were not being met.
Unfortunately, the oil sector globally was going against the operators, and
the oil price was dropping. For investment purposes oil was not an
attractive sector and as a result G2 was unable to raise the required capital
to make the necessary infrastructure improvements.
Based on the production levels achieved during the period and the difficulties
in G2 securing sufficient funding for necessary production improvements, and
in light of the difficult Oil market in the US and globally, the Board
undertook a review of the asset and concluded that a sale of the investment,
including the Debenture, was in the best interest of the Company and its
Shareholders. Subsequent to the period end, in August 2025 the Company
completed the sale of this Debenture for a total consideration of £175,000,
comprising of an upfront payment of £50,000, 5 monthly deferred payments of
£10,000 each, and the elimination of a debt owed by the Company of
£75,000. As a result, the value of the debenture has been written down to
the sales value of £175,000 at the 30 June 2025.
Unlisted investments
The Group is required to make judgments over the carrying value of investments
in unquoted companies where fair values cannot be readily established and
evaluate the size of any fair value movement required. It is important to
recognise that the carrying value of such investments cannot always be
substantiated by comparison with independent markets and, in many cases, may
not be capable of being realised immediately. Management's significant
judgement in this regard is that the value of their investment represents the
entities financial and operational performance, as well as their future
potential. This valuation method was considered the most appropriate by
management due to the limited information available related to the unlisted
investments as at 30 June 2025. Management have assessed whether any fair
value movement on the unlisted investments is required at 30 June 2025 and
have fully impaired their investments due to the lack of reported activity and
updates from the company.
Valuation of exploration and evaluation assets
Exploration and evaluation costs had a carrying value of £80,870 at the start
of the period.
The Directors have undertaken a review to assess whether circumstances exist
which could indicate the existence of impairment as follows:
• The Group no longer has title to mineral leases or the title will expire
in the near future and is not expected to be renewed.
• A decision has been taken by the Board to discontinue exploration due to
the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the costs incurred will not be
fully recovered from future development and participation.
• No further exploration or evaluation is planned or budgeted.
Following their assessment, the Directors concluded that the remaining value
of the Bobcat and Elk Creek Exploration and Evaluation Assets be fully
impaired, given the lack of investment interest on those properties and the
shift in the Group's investment focus. Given the change in strategy
announced on 27 May 2025 these are no longer the focus of the Company.
5. Intangible assets
As at June 30, 2025, the Group's exploration and evaluation assets are as
follows:
Group
Exploration & Evaluation Assets 30 June 2025 30 June 2024
£ £
South Timmins, British Columbia - 1
Atlin West Property - 1
Yak Property - 1
Rizz Property - 1
Icefall Property - 1
Northern Treasure Property - -
Rupert Property, British Columbia - 1
Apple Bay Property, British Columbia - 1
Foggy Mountain, British Columbia - -
Bobcat Property, Idaho - 46,733
Elk Creek, Pennsylvania - 34,130
As at June 30 - 80,870
As at June 30, 2025, the Group's reconciliation of exploration and evaluation
assets are as follows:
Group
Exploration & Evaluation Assets 30 June 2025 30 June 2024
£ £
Cost
As at 1 July 80,870 236,518
Additions - -
Disposals - (41,919)
Impairments (74,522) (107,684)
Forex movement (6,348) (6,045)
As at June 30 - 80,870
Bobcat, United States
On 6 December 2022, the Group entered a holding and cost share agreement with
Longford Capital Corp pertaining to the holding, exploration, operations and
development of the Bob Cat property in Idaho. The Group acquired 50% interest
in the property for $60,000 USD (£47,517). During the year ended 30 June
2025, Management took the decision to fully impair the remaining value of this
project given the lack of investment interest in the project and the Group's
shift in investment strategy announced in May 2025.
Elk Creek, United States
On 21 November 2022, the Group acquired an oil and gas lease for $43,157 USD
(£34,178), for a property based in Pennsylvania, USA. The lease gives the
Group full permission to conduct any and all due diligence on the leased
premises, which includes inspections, tests, environmental assessments, soil
studies, surveys and more. During the year ended 30 June 2025, Management
took the decision to fully impair the remaining value of this project given
the lack of investment interest in the project and the Group's shift in
investment strategy announced in May 2025.
6. Investments in subsidiary undertakings
Company
30 June 2025 30 June 2024
£ £
Shares in Group Undertakings
At beginning of period 19,296 1,997,048
Shares transferred to CEI - -
Impairments (19,278) (1,555,612)
At end of period 18 441,436
(Repayments)/Loans to group undertakings - (422,140)
Total 18 19,296
Investments held by Company
Company
30 June 2025 30 June 2024
£ £
At beginning of the period 256,560 43,046
Additions - 363,868
Impairments (237,257) -
Fair value movement (7,110) (150,354)
Total 12,193 256,560
The impairment in the year relates primarily to the Lonestar Lithium
investment, details of which are included in this note. Management have
reviewed this investment at the 30 June 2025 and concluded that, given the
lack further investment and activity in the Company and in light of the change
in the Lithium market conditions there is likely to be little future value in
these shares, and the Company has fully impaired this investment accordingly.
Subsidiaries
Details of the subsidiary undertakings at 30 June 2025 are as follows:
Name of subsidiary Registered office address Country of incorporation and place of business Proportion of ordinary shares held by parent (%) Proportion of ordinary shares held by the Group (%) Nature of business
Imperial Minerals (UK) Limited 6th Floor, 60 Gracechurch United Kingdom 100% 100% Dormant
Street, London, EC3V 0HR
Cloudbreak Exploration Inc. Suite 520/999 West Hastings Street, Vancouver BC V6C2W2 Canada 100% 100% A mineral property project generator
Cloudbreak Discovery (US) Ltd. 1209 Orange Street, Wilmington, New Castle, Delaware, 19801 USA 100% 100% Mineral exploration projects
Cloudbreak Energy (US) Ltd. 1209 Orange Street, Wilmington, New Castle, Delaware, 19801 USA 100% 100% Oil and Gas acquisitions
During the year ended 30 June 2024, Kudu Resources Limited and Kudu Resources
Guinea were disposed as part of a settlement agreement with Cronin Services.
The terms of the agreement also included the transfer of 950,000 Temas
Resources shares, 1,700,000 shares in Buscando Resources Corp., in addition to
the Foggy Mountain property being transferred.
During the years ended 30 June 2025 and 30 June 2024, the loan and investment
balances of the Company held in Cloudbreak Exploration Inc. ('CEI') were
impaired by a total of £17,702 and £1,555,611 respectively. This was agreed
after reviewing the net asset value of the subsidiary and adjusting the value
of the investment and loan balance with CEI accordingly.
Investments held by Group
Financial assets at fair value through profit or loss are as follows:
Level 1 Level 2 Total
£ £ £
Level 3
£
30 June 2024 179,917 - 237,300 417,217
Additions - - - -
Disposals (88,465) - - (88,465)
Fair value changes (31,962) - - (31,962)
Realised loss on investments - - - -
Foreign exchange (15,243) - - (15,243)
Impairment (12,441) - (237,257) (249,698)
30 June 2025 31,806 - 43 31,849
As at June 30, 2025, investments were classified as held for trading and
recorded at their fair values based on quoted market prices (if available).
Investments that do not have quoted market prices are measured at cost less
impairment due to the limited amount of information available related to the
fair value of the investments.
Calidus Resources Corp. and Lonestar Lithium Ltd are Level 3 investments, all
other investments listed below are Level 1. The investment in Lonestar Lithium
Ltd was incorrectly classified as a Level 1 investment in the previous year
and this classification has been amended in the opening position in the table
above accordingly.
Buscando Resources Corp.
During the year ended 30 June 2025 the Group sold 550,000 shares in Buscando
Resources Corp. generating sales proceeds of CAD$64,312 and a realised loss of
CAD$27,086 versus the value at 30 June 2024. At the year end the Group held
60,000 shares with a market value of CAD8,700 (£4,635).
Calidus Resources Corp.
On September 1, 2021, the Group received 500,000 shares from Calidus Resources
Corp. for the option agreement for the South Timmins property for $500 CAD
(£320).
This is a level 3 investment, with no public information available so
management have kept the value at cost, which management believes represents
the best estimate of its fair value.
Volt Lithium Corp (formerly known as Allied Copper Corp.)
On 3 February 2022, the Group received 1,000,000 shares from Volt Lithium
Corp. from the option agreement for the Klondike project for $225,000
(£130,661).
During the year ended 30 June 2024, the Group sold 959,500 shares in Volt
Lithium Corp. for a total of $249,082 CAD (£148,758).
At 30 June 2024, fair value of the Volt Lithium Corp. shares was $75,530 CAD
(£45,029).
During the year ended 30 June 2025, the Group sold all of their shares in Volt
Lithium Corp. for a total of $70,170 CAD (£40,574).
Lithos Energy Inc. (formerly known as Alchemist Mining Inc.)
At the 30 June 2024 the Group held 330,500 shares in Lithos Energy Inc. with a
fair value of CAD$94,193. During the year ended 30 June 2025, 227,500 shares
were sold for proceeds of CAD$48,524. Subsequently, a 10:1 consolidation was
undertaken. At 30 June 2025 the Group held 10,300 shares, with a fair value
of CAD$1,390 (£741).
1311516 B.C. Ltd
On 3 March 2022, the Group received 3,000,000 shares from 1311516 B.C. Ltd
from the option agreement for the Rizz property for $5,010 CAD (£2,963).
On 9 March 2022, the Group received 2,000,000 shares from 1311516 B.C. Ltd
from the option agreement for the Icefall property for $3,340 CAD (£1,978).
Management assessed the value at year end and concluded there is likely to be
no future value in these shares, and has fully impaired their value at 30 June
2025 accordingly.
G2 Energy Corp.
During the year ended 30 June 2023, the Group received 6,017,000 shares from
G2 Energy Corp. 5,110,000 of these shares were received in place of the
quarterly interest that was due to be paid to the Group as part of the
debenture agreement entered on 31 May 2022, and 907,000 of the shares were
received for legal fees covered by the Group, for G2.
During the year ended 30 June 2025, G2 Energy Corp had a share consolidation
with a ratio of 5:1. At 30 June 2025, fair value of the G2 Energy Corp. shares
is $22,852CAD (£12,176).
Lonestar Lithium Ltd
During the year ended 30 June 2024 the Company acquired 2,000,000 shares in
Lonestar Lithium Ltd at a valued price of $0.2 USD per share as part of sale
of the Group's knowledge and lithium datasets in the USA (Pennsylvania and
Texas). Management have reviewed this investment at the 30 June 2025 and
concluded that, given the lack further investment and activity in the Company
and in light of the change in the Lithium market conditions there is likely to
be little future value in these shares, and the Company has fully impaired
this investment accordingly
Power Group Projects Corp.
At the 30 June 2024 the Group held 1,535,000 shares in Power Group Projects
Corp. with a fair value of CAD$68,400. During the year ended 30 June 2025,
220,000 shares were sold for proceeds of CAD$10,060. At 30 June 2025 the
Group held 1,315,000 shares, with a fair value of CAD$39,450 (£21,018).
7. Debentures Receivable
Group
30 June 2025 30 June 2024
£ £
Opening 1,581,428 1,059,060
Additions - -
Fair Value Movement 10,014 (3,204)
Impairment (1,416,442) (474,428)
At end of period 175,000 1,581,428
Masten Unit, United States
On 31 May 2022, the Group entered into an agreement with G2 Energy Corp.
('G2') on the Masten Unit Energy Project located in Cochran County Texas,
United States. Whereby the Company provided G2 with a $2,000,000 USD debenture
on a two-year term in exchange for a 3.25% Overriding Royalty Interest in the
Project. G2 will pay 12% per annum interest to the Company, calculated and
paid quarterly in cash or shares at the discretion of the Company. As part of
the agreement, the Group received 6,500,000 warrants for G2, however
management have deemed that these warrants have no value at this stage as the
assets held by G2 are predominantly made up of the early-stage exploration
assets on which they have received from the Company.
The Group also assessed whether the G2 convertible debenture receivable should
be impaired. The Board noted that there had been significant changes during
the period to the outlook of G2. At the beginning of the period, the G2
Board presented the Cloubreak Board with a forecast and budget. The budget
included capital requirements to invest into the infrastructure to increase
production and G2 was proposing to raise money locally on its own listing for
such purposes. The Company continued to review the forecasts against actuals
for G2, as the revenue figures and repayment schedules were not being met.
Unfortunately, the oil sector globally was going against the operators, and
the oil price was dropping. For investment purposes oil was not an
attractive sector and as a result G2 was unable to raise the required capital
to make the necessary infrastructure improvements.
Based on the production levels achieved during the period and the difficulties
in G2 securing sufficient funding for necessary production improvements, and
in light of the difficult Oil market in the US and globally, the Board
undertook a review of the asset and concluded that a sale of the investment,
including the Debenture, was in the best interest of the Company and its
Shareholders. Subsequent to the period end, in August 2025 the Company
completed the sale of this Debenture for a total consideration of £175,000,
comprising of an upfront payment of £50,000, 5 monthly deferred payments of
£10,000 each, and the elimination of a debt owed by the Company of
£75,000. As a result, the value of the debenture has been written down to
the sales value of £175,000 at the 30 June 2025.
8. Convertible loans
Group
30 June 2025 30 June 2024
£ £
Convertible loan note $500,000 USD (£395,975) 82,194 82,194
Convertible loan note $420,000 USD (£332,668) 48,930 48,930
Convertible loan note $49,790 USD (£39,437) 10,358 10,358
Convertible loan note $250,000 USD (£6,573) 30,739 30,739
Impairment provision (172,221) (172,221)
- -
On March 20, 2019, the Group issued a $500,000 USD (£361,847) unsecured
convertible loan note to Anglo-African Minerals plc ("AAM"). The convertible
loan note bears interest at 10% per annum and compounds monthly, is unsecured,
and had an original maturity date of September 20, 2019. The convertible loan
note is convertible into common shares of AAM at $0.01 USD per share. The
maturity date of the convertible loan note was subsequently extended to March
20, 2020, and the Group was issued 21,029,978 AAM warrants per the terms of
the extension. These warrants have a strike price of $0.025 USD per share,
with an expiry date of September 19, 2021. As at June 30, 2021, the Group
impaired the balance down to $Nil as collectability was considered doubtful.
For the year ended 30 June 2025, management decided not to accrue any further
interest in relation to this loan note given the previous full impairment of
both the value of the loan and previously accrued interest.
On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM from Cronin Services Ltd., a company controlled by the former Chairman and CEO of the Group, that had a principal value of $420,000 USD (£303,744) and accrued interest of $61,261 (£44,304) for total value of $481,261 USD (£348,048). The Group issued 14,166,790 ordinary shares and 7,083,395 share purchase warrants to acquire this note. Each share purchase warrant may be converted into one ordinary share of the Group at £0.05 per ordinary share and expires June 2, 2025. The convertible loan note bears interest at 10% per annum and compounds monthly, is unsecured, and had a maturity date of May 31, 2021. The convertible loan note is convertible into common shares of AAM at $0.01 USD per share. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability was considered doubtful. For the year ended 30 June 2025, management decided not to accrue any further interest in relation to this loan note given the previous full impairment of both the value of the loan and previously accrued interest.
On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM from Cronin Capital Corp., a company controlled by the former Chairman and CEO of the Group, that had a principal value of $49,790 USD (£35,949) and accrued interest of $9,826 USD (£7,094) for total value of $59,617 USD (£43,043). The Group issued 1,630,832 ordinary shares and 1,630,832 share purchase warrants to acquire this note. Each share purchase warrant may be converted into one ordinary share of the Group at £0.05 per ordinary share and expires 2025 June 2. The convertible loan note bears interest at 15% per annum and compounds monthly, is unsecured, and had a maturity date of 30 September 2020. The convertible loan note is convertible into common shares of AAM at $0.005 USD per share. For the year ended 30 June 2025, management decided not to accrue any further interest in relation to this loan note given the previous full impairment of both the value of the loan and previously accrued interest.
On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM by Reykers Nominees Limited that had a principal value of $250,000 USD (£180,500) and accrued interest of $52,776 (£38,104) for total value of $302,776 USD (£218,604). The Group also acquired 12,500,000 AAM share purchase warrants that had a conversion price of $0.03 USD and expiry date of July 1, 2021 and acquired 11,000,000 AAM ordinary shares. The Group issued 8,912,756 ordinary shares to acquire this convertible note, 1,200,000 ordinary shares to acquire the 12,500,000 AAM share purchase warrants and 3,520,000 ordinary shares to acquire the 11,000,000 AAM ordinary shares. The convertible loan note bears interest at 10% per annum and compounds monthly, is unsecured, and had a maturity date of 30 June 2020. The convertible loan note is convertible into common shares of AAM at $0.01 USD per share. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability of the convertible loan was considered doubtful and the shares and warrants impaired. For the year ended 30 June 2025, management decided not to accrue any further interest in relation to this loan note given the previous full impairment of both the value of the loan and previously accrued interest.
9. Trade and other receivables
The following table sets out the fair values of financial assets within Trade
and other receivables.
Group Company
30 June 2025 30 June 2024 30 June 2025 30 June 2024
£ £ £ £
Other Receivables 1,358 89,139 6,530 324
Tax Receivables - 17,203 - -
Sundry Receivables 140,000 225,874 140,000 225,874
Trade Receivables 323,307 350,987 - -
Prepayments - 1,599 - 1,599
Provision for bad debt (463,307) (498,877) (140,000) (140,000)
1,358 185,925 6,530 87,797
The fair value of all current receivables is as stated above.
Included in sundry receivables is an amount of £140,000 (2024: £140,000) as
at 30 June 2025 in respect of unpaid ordinary share capital issued on 3 June
2021. A provision of £140,000 has been included for this after review from
management.
The maximum exposure to credit risk at the year-end date is the carrying value
of each class of receivable mentioned above. The Group does not hold any
collateral as security. Trade and other receivables are all denominated in £
sterling and US dollars.
The carrying amounts of the Group and Company's trade and other receivables
are denominated in the following currencies:
Group Company
30 June 2025 30 June 2024 30 June 2025 30 June 2024
£ £ £ £
UK Pounds 1,349 89,146 6,530 87,797
Canadian Dollars - 96,770 - -
US Dollars 9 9 - -
1,358 185,925 6,530 87,797
10. Cash and cash equivalents
Group Company
30 June 2025 30 June 2024 30 June 2025 30 June 2024
£ £ £ £
Cash at bank and in hand 53,197 195,157 52,758 94,586
The majority of the entities' cash at bank is held with institutions with at
least a AA- credit rating. A bank account in the UK which holds a small
percentage of cash is held with institutions whose credit rating is unknown.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Group Company
30 June 2025 30 June 2024 30 June 2025 30 June 2024
£ £ £ £
UK Pounds 52,742 84,389 52,742 84,389
US Dollars 439 10,197 - 10,197
Canadian Dollars - 100,571 - -
Australian Dollars 16 - 16 -
53,197 195,157 52,758 94,586
11. Financial Instruments by Category
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board receives monthly
reports through which it reviews the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility.
The Group reports in Sterling. Internal and external funding requirements and
financial risks are managed based on policies and procedures adopted by the
Board of Directors. The Group does not use derivative financial instruments
such as forward currency contracts, interest rate and currency swaps or
similar instruments. The Group does not issue or use financial instruments of
a speculative nature.
Capital management
The Group's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going concern,
so that it can continue to provide returns for shareholders and benefits for
other stakeholders; and
· to provide an adequate return to shareholders.
The capital structure of the Group consists of total shareholders' equity as
set out in the 'Statement of Changes in Equity'. All working capital
requirements are financed from existing cash resources.
Capital is managed on a day-to-day basis to ensure that all entities in the
Group are able to operate as a going concern. Operating cash flow is
primarily used to cover the overhead costs associated with operating as a main
market-listed company.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
Whilst the Group's payables exceed the cash at bank, the Directors are
confident they can raise the funds required to meet its obligations.
The Board receives forward looking cash flow projections at periodic intervals
during the year as well as information regarding cash balances. At the balance
sheet date, the Group had cash balances of £53,197 and the financial
forecasts indicated that the Group is expected to raise funds to meet its
obligations under all reasonably expected circumstances and will not need to
establish overdraft or other borrowing facilities.
Interest rate risk
As the Group only has borrowings in the form of convertible loan notes, which
are not impacted by varied interest rates, it only has limited interest rate
risk. The impact is on income and operating cash flow and arises from changes
in market interest rates. Cash resources are held in current, floating rate
accounts.
Market risk
Market price risk arises from uncertainty about the future valuations of
financial instruments held in accordance with the Group's investment
objectives. These future valuations are determined by many factors but include
the operational and financial performance of the underlying investee
companies, as well as market perceptions of the future of the economy and its
impact upon the economic environment in which these companies operate. This
risk represents the potential loss that the Group might suffer through holding
its financial investment portfolio in the face of market movements, which was
a maximum of £30,161 (2024: £417,217).
The investments in equity of quoted companies that the Group holds are less
frequently traded than shares in more widely traded securities. Consequently,
the valuations of these investments can be more volatile.
Market price risk sensitivity
The table below shows the impact on the return and net assets of the Group if
there were to be a 20% movement in overall share prices of the financial
investments held at 30 June 2025.
2025 2024
Other comprehensive income and Other comprehensive income and
Net assets Net assets
£ £
Decrease if overall share price falls by 20%, with all other variables held (6,032) (83,443)
constant
(0.45)
Decrease in other comprehensive earnings and net asset value per Ordinary -
share (in pence)
Increase if overall share price rises by 20%, with all other variables held 6,032 83,443
constant
Increase in other comprehensive earnings and net asset value per Ordinary - 0.45
share (in pence)
The impact of a change of 20% has been selected as this is considered
reasonable given the current level of volatility observed and assumes a market
value is attainable for the Group's unlisted investments.
Currency risk
The Directors consider that there is minimal significant currency risk faced
by the Group. The current foreign currency transactions the Group enters are
denominated in CAD$ and USD$ in relation to transactions associated with
exploration and evaluation option payments and property expenditures. The
Group maintains minimal foreign currency holdings to minimise this risk.
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an
obligation or commitment that it has entered into with the Group. The Group's
maximum exposure to credit risk is:
2025 2024
£ £
Cash at bank 53,197 195,157
Other receivables 1,358 185,925
Convertible debenture receivable 175,000 1,581,428
1,962,510
229,555
The Group's cash balances are held in accounts with HSBC, BLK.FX, Bank of
Montreal and with its Investment Broker accounts.
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial
Position at either their fair value (financial investments) or at a reasonable
approximation of the fair value (trade and other receivables, trade and other
payables and cash at bank).
The fair values are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
Trade and other receivables
The following table sets out the fair values of financial assets within Trade
and other receivables.
2025 2024
Financial assets £ £
Trade and other receivables - Non interest earning 1,358 185,925
There are no financial assets which are past due and for which no provision
for bad or doubtful debts has been made.
Trade and other payables
The following table sets out financial liabilities within Trade and other
payables. These financial liabilities are predominantly non-interest bearing,
excluding the existing convertible loan notes. Other liabilities include tax
and social security payables and provisions which do not constitute
contractual obligations to deliver cash or other financial assets.
2025 2024 restated
Financial liabilities £ £
Trade and other payables - Non interest earning 546,794 1,498,938
12. Trade and other payables
The following table sets out the fair values of financial liabilities within
trade and other payables.
Group Company
30 June 2025 30 June 2024 (restated) 30 June 2025 30 June 2024 (restated)
£ £ £ £
Trade payables 477,527 489,420 465,524 419,937
Accruals 78,307 90,115 78,307 90,115
Other Creditors 10,460 919,403 123,707 919,268
Trade and other payables 566,294 1,498,938 667,538 1,429,320
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Group Company
30 June 2025 30 June 2024 (restated) 30 June 2025 30 June 2024 (restated)
£ £ £ £
UK Pounds 554,292 1,429,320 667,538 1,429,320
Canadian Dollars 12,002 69,618 - -
566,294 1,498,938 667,538 1,429,320
13. Convertible loan notes
During the year two Convertible Loan Notes were outstanding to Thomas Solomon
and Paul Gurney. The loan notes have an annual interest rate of 12%.
CLN 3 CLN 4 30 June 2025
£ £ £
Convertible loan note 25,000 15,000 40,000
Interest
Accrued interest 6,000 3,600 9,600
Total 31,000 18,600 49,600
Equity
Amount classified as equity 1,023 529 1,552
Total 1,023 529 1,552
14. Share capital and premium
Number of Share capital Share premium Total
shares £ £ £
As at 30 June 2023 607,678,805 778,635 16,753,221 17,531,856
Issue of new shares - 20 May 2024 121,531,891 121,532 486,128 607,660
As at 30 June 2024 729,210,696 900,167 17,239,349 18,139,516
Issue of new shares - 25 July 2024 16,652,055 16,652 49,956 66,608
Issue of new shares - 25 July 2024 305,832,210 305,832 601,878 907,710
Issue of new shares - 25 July 2024 81,380,671 81,379 160,157 241,536
Issue of new shares - 30 May 2025 120,000,000 120,000 60,000 180,000
As at 30 June 2025 1,253,075,632 1,424,030 18,111,340 19,535,370
On 25 July 2024, the Company issued 403,864,936 new ordinary shares of £0.001
each as follows:
· 16,652,055 new ordinary shares issued at a price of £0.004 per
Share, to correct the position created by the conversion of convertible loan
notes on 22 May 2024, where too few ordinary shares were issued as a result of
the miscalculation of the conversion price;
· 305,832,210 new ordinary shares issued at a price of £0.002968
per Share, pursuant to the conversion of an outstanding debt owed by the
Company to the value of £907,710; and
· 81,380,671 new ordinary shares issued at a price of £0.002968
per Share to certain creditors of the Company to capitalise amounts owed to
them for the provision of their services to the Company
On 30 May 2025, the Company issued 120,000,000 new ordinary shares of £0.001
each at a price of £0.0015 to raise £180,000.
15. Share based payments
The outstanding share options and warrants as at 30 June 2025 are shown below:
Options Warrants Weighted average exercise price (£)
As at 30 June 2023 21,750,000 18,244,724 0.04
Options - Lapsed (13,100,000) - 0.03
Warrants - Lapsed - (8,714,227) 0.05
Warrants - Expired - (9,530,497) 0.04
As at 30 June 2024 8,650,000 - 0.04
As at 30 June 2025 8,650,000 - 0.04
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the
Black Scholes valuation model. The parameters used are detailed below:
2021 Options 2022 Options
2023 Options
Granted on: 2/06/2020 25/8/2021 9/8/2022
Original Number of options 5,050,000 11,250,000 7,250,000
Life (years) 3.08 years 4 years 3 years
Share price (pence per share) 0.025p 0.03p 0.025p
Risk free rate 0.64% 0.62% 1.78%
Expected volatility 100% 20.55% 51.43%
Expected dividend yield - - -
Original Total fair value £99,572 £11,238 £36,723
Current expiry date 28/05/2030 25/08/2025 05/08/2025
The expected volatility of the options is based on historical volatility for
the six months prior to the date of granting. No options or warrants were
granted during the year ended 30 June 2025.
The risk-free rate of return is based on zero yield government bonds for a
term consistent with the option life.
A reconciliation of options and warrants granted over the year to 30 June 2025
is shown below:
2025 2024
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0 - 0.029 - - - - 0.02 5,550,000 3.510 3.510
0.03 - 0.049 - - - - 0.03 3,100,000 1.150 1.150
0.05 - 0.099 - - - - - - - -
0.10 - 0.15 - - - - - - - -
16. Other reserves
Group - year ended 30 June 2024
Share based payment reserve Warrant option reserve Foreign currency translation reserve Contingent share reserve Total
£ £ £ £ £
At 30 June 2023 121,390 219,313 178,342 - 519,045
Currency translation differences - - (33,828) - (33,828)
Lapsed options (75,281) - - - (75,281)
Lapsed warrants - (249,123) - - (249,123)
Equity component of convertible loan note - - - 1,552 1,552
At 30 June 2024 46,109 (29,810) 144,514 1,552 162,365
Group - year ended 30 June 2025
Share based payment reserve Warrant option reserve Foreign currency translation reserve Contingent share reserve Total
£ £ £ £ £
At 30 June 2024 46,109 (29,810) 144,514 1,552 162,365
Currency translation differences - - (9,228) - (9,228)
Lapsed options - - - - -
Lapsed warrants - 29,810 - - 29,810
Shares to issue - Share Based Payments 20,700 - - - 20,700
At 30 June 2025 66,809 - 135,286 1,552 203,647
The Share Based Payments issue in the period represents the value of shares
awarded to Directors during the period that have yet to be issued.
17. Employee benefit expense
The total number of Directors who served in the year was 5 (2024: 3). There
are no employees of the Group.
The following amounts were accrued or paid during the year to Directors:
Group
Staff costs Year ended Year ended
30 June 2025 30 June 2024
£ £
Directors Fees, salaries and Consulting Fees 93,500 216,000
Share based payments 20,700 -
114,200 216,000
Details of fees paid to Companies and Partnerships of which the Directors
detailed above are Directors and Partners have been disclosed in Note 27.
18. Directors' remuneration
Year ended 30 June 2025
Short-term benefits Share based payments Total
£ £ £
Directors
Paul Gurney - - -
Emma Priestley 24,000 - 24,000
Andrew Male* 50,000 - 50,000
Thomas Evans 2,000 6,300 8,300
Peter Huljich 17,500 14,400 31,900
93,500 20,700 114,200
Remuneration hasn't been paid in full to all directors, the amounts referenced
above have either been accrued or partially paid. Refer to note 27 for amounts
still owning to the Directors.
Share based payments relate to contractual rights to be issued shares by the
Company. These shares have been valued based on the price of the Company's
shares on the grant date, being the date of the relevant employment
contract. The shares accrued monthly under the terms of the contract. At
the 30 June 2025 shares accrued to that date had yet to be issued.
*Andrew Male's remuneration also includes his consulting fees related to his
Company; Westridge Management International Limited.
Year ended 30 June 2024
Short-term benefits Total
£ £
Directors
Paul Gurney 33,000 33,000
Emma Priestley 33,000 33,000
Andrew Male* 150,000 150,000
216,000 216,000
19. Finance income
Group
Year ended Year ended
30 June 2025 30 June 2024
£ £
Interest income on convertible loan - 153,400
G2 Technology - debenture interest 175,130 190,798
Finance Income 175,130 344,198
The interest income on the convertible loan in the previous year was interest
on the AAM convertible loans. This interest was subsequently impaired. Refer
to note 9 for further information.
20. Other gains
Group
Year ended Year ended
30 June 2025 30 June 2024 (restated)
£ £
Other (losses) (390,202) (138,440)
Other (losses) (390,202) (138,440)
Other losses in the period relate primarily to the impairment of debenture
interest due but not received on the G2 Debenture of £265,923 (refer to note
7 for further details relating to the G2 Debenture), a loss realised on the
settlement of certain debts relating to Cronin of £66,608 (refer to note 25
for further details relating to the Cronin debt), and the write down of
certain other historic receivables amounting to £57,671.
21. Loss on disposal of investments
Group
Year ended Year ended
30 June 2025 30 June 2024
£ £
Realised loss on disposal of investments 13,285 71,071
Loss on disposal of investments 13,285 71,071
The realised loss on investment comes from the loss realised after the Group
disposed of the shares they previously owned during the year ended 30 June
2025.
22. Income tax expense
No charge to taxation arises due to the losses incurred.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise using the weighted average tax rate applicable to the losses
of the consolidated entities as follows:
Group
Year ended Year ended
30 June 2025 30 June 2024 restated
£ £
Loss before tax (2,707,587) (1,627,519)
Tax at the applicable rate of 15.9% (2024: 15.9%) (430,506) (258,776)
Effects of:
Expenditure not deductible for tax purposes - -
Net tax effect of losses carried forward 430,506 258,776
Tax (charge)/refund - -
The weighted average applicable tax rate of 15.9% (2024: 18%) used is a
combination of the 19% standard rate of corporation tax in the UK, 15%
Canadian corporation tax and 21% US corporation tax.
The Company has tax losses of approximately £3,413,752 (2024: £2,989,637)
available to carry forward against future taxable profits. No deferred tax
asset has been recognised on accumulated tax losses because of uncertainty
over the timing of future taxable profits against which the losses may be
offset.
23. Earnings per share
Group
The calculation of the basic loss per share of 0.2 pence (2024: 0.1 pence) is
based on the loss the loss attributable to equity owners of the group of
£2,667,387 (2024: loss of £1,627,519), and on the weighted average number of
ordinary shares of 1,115,605,431 (2023: 621,330,333) in issue during the
period.
In accordance with IAS 33, no diluted earnings per share is presented as the
effect on the exercise of share options or warrants would be to decrease the
loss per share.
Details of share options and warrants that could potentially dilute earnings
per share in future periods are set out in Note 16.
24. Expenses by nature
Group
Year ended 30 June 2025 Year ended 30 June 2024
£ £
Professional fees 417,527 308,546
Consulting fees - 154,654
Employees and Contractors 114,200 216,000
Travel 63,756 473
Insurance 2,915 33,651
IT & Software services 1,148 783
Public Relations 1,450 48,117
Premises and Office costs 10,685 9,481
Other expenses - 171,597
Total administrative expenses 611,681 943,302
Included within professional fees are Audit fees amounting to £111,280 (2024:
£72,000).
25. Prior period adjustment
The Group and Company has corrected a prior period error relating to the
accounting of the purchase and assignment of debt relating to certain
management services and other agreements provided by the Cronin parties
following a settlement in the prior year and issuance of shares in respect to
this debt during the year ended 30 June 2025. Management noted that the
write-off of the creditors amount owed to Cronin in the previous year was made
in error as the debt had not legally been released following the settlement
agreements. Subsequent to the prior year end, share capital was issued in
respect of the settlement of this amount outstanding. As a result, a prior
period adjustment has been made to re-recognise the debt amount at 30 June
2024, which was subsequently settled through the issue of shares in the year
ended 30 June 2025. Details of the impact on the balance sheet and Profit
and loss account is shown below. There is no impact on the Statement of
Cashflows arising from this adjustment:
Balance Sheet Impact
Group
30 June 2024 Restatement 30 June 2024 (restated)
£ £ £
Trade payables 489,420 - 489,420
Accruals 90,115 - 90,115
Other Creditors 147,850 771,553 919,403
Trade and other payables 727,385 771,553 1,498,938
Statement of Comprehensive Income Impact
Group
30 June 2024 Restatement 30 June 2024 (restated)
£ £ £
Other gains and losses 633,113 (771,553) (138,440)
(Loss) before tax (855,975) (771,553) (1,627,519)
26. Commitments
License commitments
At the 30 June 2025 the Group had no committed licence expenditure
requirements (2024: £554,299).
27. Related party transactions
Details of the Directors' remuneration can be found in Note 18. Key Management
Personnel are considered to be the Directors.
At 30 June 2025 the following fees had accrued or were owed to existing
Directors:
Peter Huljich - £17,500
Thomas Evans - £2,000
Emma Priestley - £24,000
During the year, Westridge Management International Ltd (Westridge) charged
the Group £50,000 (2024: £110,724). Westridge is a company controlled by
Andrew Male, a Director of the group until his resignation in May 2025.
£57,200 (2024: £90,276) was owed to Westridge at the year end.
On 3 July 2023, the Company issued a convertible loan note (CLN) to Paul
Gurney. The gross proceeds totalled £15,000 and the loan had an annual
interest rate of 12%. The loan remained outstanding, including accrued
interest, at 30 June 2025.
28. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
29. Contingent liability
There is an ongoing dispute between Cloudbreak Discovery Exploration
(subsidiary) and the Canada Revenue Agency ("CRA") related to an incorrect tax
being charged to the subsidiary for their 2021 tax return. The CRA claimed
that an outstanding liability of $304,597 CAD is due in relation to the
return, which the Group disagree with due to their loss-making position over
the previous years. An amended return has been sent by the subsidiary to the
CRA to correct this amount and management have been engaging with the CRA to
resolve the matter. During the year a financial advisor was appointed to
assist with resolving this matter.
30. Events after the reporting date
Exploration Activity Commencement
In July 2025, Cloudbreak announced the commencement of exploration activities
at Darlot West, including geological mapping and rock-chip sampling.
The data collected during these programmes will be used to refine the
structural interpretation and inform the design of future geophysical and
drilling campaigns.
Darlot West Project - Option Exercise and Phase 1 Acquisition
On 22 September 2025, the Company announced it had exercised its option to
acquire Phase 1 of the Darlot West Gold Project in Western Australia, covering
approximately 60.6 square kilometres.
The option exercise followed the completion of initial fieldwork, sampling,
and geological mapping across the licence area.
The transaction represents a strategic expansion of Cloudbreak's gold
exploration portfolio and advances the Company's transition from project
generation to direct exploration activities. The Company has commenced
follow-up work programmes, including soil sampling, structural mapping, and
high-resolution magnetics to delineate drill targets.
As at the date of this report, the Company is preparing the documentation
required to issue shares to the vendor in accordance with the option terms.
Paterson Gold-Copper-Molybdenum Project Acquisition
On 9 September 2025, Cloudbreak announced that it had entered into an
agreement to acquire a 100% interest (or option to acquire) in the Paterson
Project, comprising approximately 888 km² of exploration tenure in the
Paterson Province, Western Australia. The project lies approximately 40
kilometres southwest of the Telfer gold-copper mine and provides exposure to a
district-scale mineralised system prospective for gold, copper, and
molybdenum.
This transaction reflects Cloudbreak's continued focus on developing a
diversified portfolio of high-potential mineral exploration assets in Tier-1
jurisdictions.
Equity Placings
On 22 August 2025, the Company announced a placing to raise gross proceeds of
£300,000, through the issue of 120,000,000 new ordinary shares at a placing
price of 0.25pence per share.
On 28 August 2025, the Company announced a placing to raise gross proceeds of
£600,000, through the issue of 126,315,790 new ordinary shares at a placing
price of 0.475 pence per share.
The net proceeds will be used primarily to fund exploration and field
programmes at the Darlot West Project and to provide additional working
capital for the Group's corporate activities.
This fundraising materially improved the Company's liquidity position post
year-end and underpins its near-term exploration commitments.
Sale of US Oil Assets
On 22 August 2025 the Company announced the completion of the sale of its US
assets, consisting of the G2 Energy Corp Debenture for an initial
consideration of £50,000 plus deferred consideration of a further £50,000
over the subsequent 5 months, and the removal of £75,000 of liabilities from
the Company's books.
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