REG - Cloudbreak Discovery - Interim Results
28/03/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240328:nRSb5797Ia&default-theme=true
RNS Number : 5797I Cloudbreak Discovery PLC 28 March 2024
28 March 2024
Cloudbreak Discovery Plc
("Cloudbreak" or the "Company")
Interim Results for the Period Ended 31 December 2023
Cloudbreak Discovery Plc (LSE: CDL), a leading London listed royalty company
and natural resources project generator, is pleased to announce its Interim
Results for the six months ended 31 December 2023 ("H2 2023" or the "Period").
Andrew Male, Interim CEO and President of Cloudbreak Discovery,
commented, "After a period of negotiations and restructuring at the executive
level we have been able to establish a strong base to work from. Over the
coming months the Board and Management will work to build on the asset package
with the aim of increasing its existing and future value in all areas.
We are very encouraged by the recent restructuring of the G2 debenture and the
prospects it presents. Going forward we will look to realise on projects and
assets that have this kind of value accretion potential."
Chairmans review of interim period
I am pleased to provide Cloudbreak shareholders with an update on the
Company's developments in the six months ended 31 December 2023.
The Period has seen the culmination of many corporate changes including the
resignation and contract cancellations of the former management team and and
certain directors. This resulted in the streamlining of the the Board and
Management with a view to re-organising many of the assets and investments the
Company has.
Consolidation and review of the Company's asset package was ongoing while the
Board decided on the trajectory it wished to proceed with. This review
resulted in a desire to continue with the present undervalued asset package
and build a foundation to work from and seek to prove the underlying values.
During the period the Company issued debt instruments to provide working
capital and the needed restructuring and support of existing projects. Going
forward these debt instruments will be converted into equity along with other
expenses.
Subsequent to 31 December 2023 the Company successfully optioned a Lithium
brine database and knowledge set as well as negotiate an Amending Agreement
with G2 Energy Corp.
In each instance Cloudbreak realised a more beneficial position and in the
case of G2, two of our Cloudbreak board members have joined the board of G2
and seen a restructuring of G2 along with an additional investment through an
affiliate investment team which is expected to enhance the overall production
and performance of the field.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority ("DTR") and with International
Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The Directors, being Andrew Male, Emma Priestley and Paul Gurney confirm that
to the best of their knowledge:
· The interim financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· The interim financial statements have been prepared in accordance
with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim
Report gives a fair review of:
· Important events that have occurred during the first six months
of the year;
· The impact of those events on the financial statements;
· A description of the principal risks and uncertainties for the
remaining six months of the financial year;
· Details of any related party transactions that have materially
affected the Company's financial position or performance in the six months
ended 31 December 2023; and
· Any changes in the related parties transactions described in the
last annual report that could have a material effect on the financial position
or performance of the enterprise in the first six months of the current
financial year.
Andrew Male
Interim Chairman and Chief Executive Officer
28 March 2024
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014 until the release of this announcement.
For additional information please contact:
Cloudbreak Discovery PLC Tel: +44 7926 397 675
Andrew Male, Interim CEO am (mailto:andrew@westridgemi.com) @cloudbreakdiscovery.com
Novum Securities Tel: +44 7399 9400
(Financial Adviser)
David Coffman / George Duxberry
Oberon Capital Tel: +44 20 3179 5355 /
(Broker) +44 20 3179 5315
Adam Pollock / Nick Lovering
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note 31 December 2023 Unaudited 30 June 2023 Audited 31 December 2022 Unaudited
£ £ £
Non-Current Assets
Royalty asset 1 1 1
Intangible assets 4 192,269 236,518 269,740
Investments 5 696,879 891,255 1,179,765
Leased Asset 29,650 29,810 -
Convertible debenture receivables 6 471,239 475,168 2,902,009
1,390,038 1,632,752 4,351,515
Current Assets
Trade and other receivables 315,144 243,177 478,035
Cash and cash equivalents 160,299 244,074 113,884
Convertible debenture receivables 6 1,570,796 1,583,892 -
2,046,239 2,071,143 591,919
Total Assets 3,436,277 3,703,895 4,943,434
Current Liabilities
Trade and other payables 1,451,305 1,704,437 1,918,985
Convertible loan notes 7 360,400 - -
1,811,705 1,704,437 1,918,985
Total Liabilities 1,811,705 1,704,437 1,918,985
Net Assets 1,624,572 1,999,458 3,024,449
Equity attributable to owners of the Parent
Share capital 778,635 778,635 766,458
Share premium 16,753,221 16,753,221 16,589,348
Other reserves 396,926 519,045 580,554
Reverse asset acquisition reserve (4,134,019) (4,134,019) (4,134,019)
Retained losses (12,170,191) (11,917,424) (10,777,892)
Total Equity 1,624,572 1,999,458 3,024,449
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Continued operations Note 6 months to 31 December 2023 Unaudited 6 months to 31 December 2022 Unaudited
£ £
Profit on disposal of exploration & evaluation asset sales 88,569 118,967
Administrative expenses (433,541) (2,396,796)
Foreign exchange gain/(losses) (7,623) (26,071)
Operating loss (352,595) (2,303,900)
Net finance income 150,307 175,341
Other income 8,242 49,967
Other gains/(losses) 72,737 12,393
Loss on disposals of investments (231,611) (365,277)
Impairment of loans (67,303) (109,328)
Unrealised fair value gain/(loss) on investments (11,256) (317,563)
Income from discontinued operations 65,774 -
Loss before income tax (365,705) (2,858,367)
Income tax - -
Loss for the year attributable to owners of the Parent (365,705) (2,858,367)
Basic and Diluted Earnings Per Share attributable to owners of the Parent
during the period (expressed in pence per share)
8 (0.001)p (0.01)p
6 months to 31 December 2023 Unaudited 6 months to 31 December 2022 Unaudited
£ £
Loss for the period (365,705) (2,858,367)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences (9,181) 24,780
Other comprehensive income for the period, net of tax (374,886) (2,833,587)
Total Comprehensive Income attributable to owners of the parent (374,886) (2,833,587)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Note Share capital Share premium Reverse asset acquisition reserve Other reserves Retained losses Total
£ £ £ £ £ £
Balance as at 1 July 2022 654,129 14,821,521 (4,134,019) 599,093 (7,919,525) 4,021,199
Loss for the year - - - - (2,858,367) (2,858,367)
Currency translation differences - - - 24,780 - 24,780
Total comprehensive income for the year - - -
24,780 (2,858,367) (2,833,587)
Issue of shares 112,329 1,770,827 - - - 1,883,156
Issue Costs - (3,000) - - - (3,000)
Options Granted - - - (36,723) - (36,723)
Warrants Issued - - - (6,596) - (6,596)
Total transactions with owners, recognised directly in equity
112,329 1,767,827 - (43,319) - 1,836,837
Balance as at 31 December 2022 766,458 16,589,348 (4,134,019) 580,554 (10,777,892) 3,024,449
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 - - - - (365,705) (365,705)
Currency translation differences - - - (9,181) - (9,181)
Total comprehensive income for the year - - - (9,181) (365,705) (374,886)
Options Cancelled - - - (56,143) 56,143 -
Warrants Cancelled - - - (56,795) 56,795 -
Total transactions with owners, recognised directly in equity - - - (112,938) 112,938 -
Balance as at 31 December 2023 778,635 16,753,221 (4,134,019) 396,926 (12,170,191) 1,624,572
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Group
Note 6 months to 31 December 2023 Unaudited 6 months to 31 December 2022 Unaudited
£ £
Cash flows from operating activities
Loss before income tax (365,705) (2,858,367)
Adjustments for:
Loss on sale of investments 231,611 365,277
Change in fair value of investments 11,256 317,563
Impairment of loans 74,658 109,328
Net finance income (150,307) (175,341)
Other gains - (12,393)
Unrealised foreign exchange (61,416) 54,784
Share option expenses - 43,306
Decrease in trade and other receivables (64,342) 826,441
Decrease/(Increase) in trade and other payables (439,864) (344,456)
Net cash used in operating activities (764,109) (1,673,858)
Cash flows from investing activities
Funds spent on investment 5 - (662)
Funds received on sale of exploration assets 42,990 -
Sale of investments 5 69,331 175,860
Interest received 41,020 -
Convertible loan notes - (414,540)
Exploration and evaluation expenses 4 - (199,346)
Net cash generated from (used in) investing activities 153,341 (438,688)
Cash flows from financing activities
Proceeds from issue of share capital - 1,883,156
Net movement in borrowings 201,993 35,696
Convertible loan notes 7 325,000 -
Cost of shares issued - (3,000)
Net cash generated from financing activities 526,993 1,915,852
Net decrease in cash and cash equivalents (83,775) (196,694)
Cash and cash equivalents at beginning of year 244,074 310,578
Exchange gain on cash and cash equivalents - -
Cash and cash equivalents at end of year 160,299 113,884
Major non-cash transactions
During the period ended 31 December 2023, the Company received 1,022,000
shares in G2 technologies in leiu of cash for the quarterly interest payment
of $60,000 USD (£47,524) that was due from G2, as a requirement of a
debenture agreement between the two parties.
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 6 Heddon Street, London, W1B 4BT.
2. Basis of preparation of Financial Statements
The condensed interim financial statements have been prepared in accordance
with IAS 34 "Interim Financial Statements" as adopted by the United Kingdom
and the Disclosure and Transparency Rules of the UK Financial Conduct
Authority. The condensed interim financial statements should be read in
conjunction with the annual financial statements for the period ended 30 June
2023, which have been prepared in accordance with UK-adopted international
accounting standards.
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of UK-adopted International Accounting Standards.
Statutory financial statements for the period ended 30 June 2023 were approved
by the Board of Directors on 24 October 2023 and delivered to the Registrar of
Companies. The report of the auditors on those financial statements was
unqualified and concluded that a material uncertainty exists that may cast
doubt on the group's ability to continue as a going concern. The condensed
interim financial statements are unaudited.
Going concern
These financial statements have been prepared on the going concern basis.
Given the Group's current cash position and its demonstrated ability to raise
capital, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting
preparing the condensed interim financial statements for the period ended 31
December 2023.
Notwithstanding the above, a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern and,
therefore, that the Group may be unable to realise their assets or settle
their liabilities in the ordinary course of business. As a result of their
review, and despite the aforementioned material uncertainty, the Directors
have confidence in the Groups forecasts and have a reasonable expectation that
the Group will continue in operational existence for the going concern
assessment period and have therefore used the going concern basis in preparing
these consolidated financial statements.
The factors that were extant at 30 June 2023 are still relevant to this report
and as such reference should be made to the going concern note and disclosures
in the 2023 Annual Report and Financial Statements.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2023 Annual Report and Financial Statements, a copy
of which is available on the Company's website: www.cloudbreakdiscovery.com
(http://www.cloudbreakdiscovery.com) . The key financial risks are liquidity
risk, credit risk, interest rate risk and unlisted investments.
Critical accounting estimates
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in Note 4 of the Company's 2023 Annual Report
and Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
2.1. Accounting policies
The same accounting policies, presentation and methods of computation are
followed in the interim consolidated financial information as were applied in
the Group's latest annual audited financial statements except for those that
relate to new standards and interpretations effective for the first time for
periods beginning on (or after) 1 July 2023, and will be adopted in the 2024
annual financial statements.
Changes in accounting policy and disclosures
i) New standards and amendments adopted by the Group
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 for the period
ended 31 December 2023 but did not result in any material changes to the
financial statements of the Group or Company.
ii) New standards, amendments and interpretations in issue but not yet
effective or 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 1 (Amendments) Classification of liabilities as current or non-current 1 January 2024
IAS 7 (Amendments) Statement of cash flows 1 January 2024
IFRS 16 (Amendments) Lease Liability in a Sale and Leaseback 1 January 2024
IAS 21 (Amendments) Lack of exchangeability 1 January 2025
IAS 10 and 28 (Amendments) Sale or Contribution of assets between an Investor and its Associate or joint 1 January 2025
venture
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.
3. Dividends
No dividend has been declared or paid by the Company during the six months
ended 31 December 2023 (2022: £nil).
4. Intangible assets
As at December 31, 2023, the Group's exploration and evaluation assets are as
follows:
Exploration & Evaluation Assets 6 months to 31 December 2023 6 months to 31 December 2022
£ £
South Timmins, British Columbia 1 1
Klondike Property - 1
Atlin West Property 1 1
Yak Property 1 1
Stateline Property - 12,323
Rizz Property 1 1
Icefall Property 1 1,252
Northern Treasure Property, British Columbia 110,435 112,623
Silver Vista Property, British Columbia - 1
Silver Switchback Property, British Columbia - 1
Apple Bay Property, British Columbia 1 1
Foggy Mountain Property, British Columbia - 43,842
Bob Cat Property, United States 47,927 48,876
Rupert Property, British Columbia 1 15,119
Elk Creek Property, United States 33,900 -
Albion Property, United States - 35,697
As at 31 December 192,269 269,740
As at December 31, 2023, the Group's reconciliation of exploration and
evaluation assets are as follows:
Group
Exploration & Evaluation Assets 6 months to 31 December 2023 6 months to 31 December 2022
£ £
Cost
As at 1 July 236,518 78,694
Additions - 199,346
Disposals (42,990) -
Forex movement (1,259) (8,300)
As at 31 December 192,269 269,740
South Timmins Property, Canada
During the year ended June 30, 2021, the Group paid $27,540 CAD (£16,080) in
asset staking costs to acquire twelve mineral titles in Ontario, Canada known
as the South Timmins property.
On 23 September 2021, the Group entered into an option agreement with 1315956
BC Ltd, under which 1315956 BC Ltd may acquire up to a 100% interest in the
Group's South Timmins property subject to a 1% net smelter return ("NSR") to
the Group. In order for 1315956 BC Ltd to fully exercise the option on the
South Timmins Property, they must pay the Group an aggregate of $495,000 CAD,
issue 2,250,000 common shares of 1315956 BC Ltd and incur exploration expenses
of $1,515,000 with a minimum of $265,000 CAD in the first year.
To date, the Group has received cash payments of $270,000 (£157,579) and
500,000 shares in relation to the option payments due under the agreement.
During the period ended 31 December 2023, $75,000 CAD (£44,475) was due as a
cash payment and is still owed to the group in relation to the option payments
due under the agreement. 750,000 shares were also due during the period as
part of the agreement, which are yet to be received.
Rupert, Canada
On September 11, 2018, the Group entered into an asset purchase agreement with
a company controlled by a director of the Group and two unrelated persons to
purchase the Rupert Property, located in British Columbia, Canada. As
consideration for the property, the Group issued 2,000,000 common shares
valued at $100,000 CAD (£59,000) and granted a 2% NSR. At any time, 1% of the
NSR can be purchased by the Group for $1,500,000 CAD. Of the common shares
issued to acquire the property, 1,000,000 were issued to a company that was
controlled by a director of the Group. The Group also agreed to incur
aggregate expenditures on the property of $800,000 ($100,000 CAD - £59,000
incurred).
On December 11, 2020, the Group sold the Rupert Property to Buscando Resources
Corp. ("Buscando"), a company with a director in common. Payments to be
received by the Group are as follows:
• $150,000 CAD in total cash payments with $25,000 CAD (£14,750) on
closing (received), $50,000 CAD on or before 12 months after Buscando is
listed on a public exchange, $75,000 CAD on or before 24 months after Buscando
is listed on a public exchange;
• 3,750,000 shares in total issued to the Group with 1,000,000
shares issued on closing (received and valued at $50,000 CAD - £29,500,
1,250,000 on or before 12 months after Buscando is listed on a public
exchange, 1,500,000 on or before 24 months after Buscando is listed on a
public exchange; and
• $200,000 expenditures incurred on the property with $100,000 CAD
on or before 12 months after Buscando is listed on a public exchange, $100,000
CAD on or before 24 months after Buscando is listed on a public exchange.
As a result of the sale to Buscando, the original vendors waived the
exploration commitments required by the Group under the September 11, 2018,
agreement.
During the year ended 30 June 2023, $50,000 CAD (£28,862) was due as a cash
payment and is still owed to the Group at 31 December 2023.
Atlin West, Canada
On August 9 2021, the Group entered into an option agreement with 1315843 BC
Ltd to purchase 100% of the rights to the Atlin West Project located in
British Columbia, Canada. To earn a 100% interest, 1315843 BC Ltd make
aggregate cash payments of $700,000 CAD, issue 8,000,000 shares in 1315843 BC
Ltd and make payments of $325,000 over a three-year period to Cloudbreak. Upon
completion of the work Cloudbreak will transfer 100% interest. Cloudbreak will
retain a net 2% NSR. The Group has received cash payments of $100,000 CAD and
3,000,000 shares in relation to the option payments due under the agreement.
During the period ended 31 December 2023, $75,000 CAD (£44,475) was due as a
cash payment and is still owed to the group in relation to the option payments
due under the agreement. 2,500,000 shares were also due during the period as
part of the agreement, which are yet to be received.
Yak, Canada
On 13 October 2021, the Group entered into an option agreement with Moonbound
Mining Ltd ('Moonbound'). In respect of the Yak Project located in British
Columbia, Canada. Moonbound will issue Cloudbreak 2,700,000 common shares and
make aggregate cash payments of $145,000 CAD over a three-year period.
Additionally, Moonbound will commit to spending up to $700,000 CAD in
exploration expenditure on the property and enter into a public transaction
within six months of the agreement. Upon completion of the obligations,
Cloudbreak will transfer 100% interest and retain a net 2% NSR. The Group
received cash payments of $35,000 CAD and 700,000 shares in relation to the
option payments due under the agreement.
No payments were made during the period ended 31 December 2023.
Stateline, United States
On 9 February 2022, Cloudbreak and Alianza Minerals entered into an option
agreement with Volt Lithium Corp (formerly known as Allied Copper Corp) in
respect of the Stateline Project in Colorado, United States. Volt Lithium will
issue the alliance 4,250,000 common shares over a three-year period and make
aggregate cash payments of $315,000 CAD ($40,000 CAD paid) with a further
$50,000 CAD due on closing. Additionally, Volt Lithium will commit to spending
up to £3,750,000 CAD in exploration expenditure on the property over three
years. The alliance will retain a net 2% NSR, not subject to a buy down
provision.
On 9 August 2022, Cloudbreak and Alianza Minerals agreed to amend the terms of
the Stateline option agreement with Allied Copper Corp entered into on 9
February 2022. Under the modified terms, Allied will be able to delay the
issuance of shares and warrants whilst keeping the agreement in good standing.
Outstanding Allied shares will become payable to Alianza and Cloudbreak is
either party reduces its equity holding through sale or other type of
divesture, or if additional shares are issued in Allied which would dilute
either party's holdings. Up to 30 June 2022, the Group has received cash
payments of $65,000 CAD and 250,000 shares in relation to the option payments
due under the agreement.
Up to the period ending 30 June 2023, the Group has received cash payments of
$25,000 CAD (£15,301) and 250,000 shares in relation to the option payments
due under the agreement.
On 11 August 2023, the option agreement was terminated by Volt Lithium so no
further payments will be received.
Icefall, Canada
On 3 March 2022, the Group entered into an option agreement with 1311516 BC
Ltd in respect of the Icefall Project in British Colombia, Canada. 1311516 BC
Ltd will issue 2,000,000 common shares to Cloudbreak's subsidiary Cloudbreak
(Canada) Ltd and make an aggregate of $120,000 CAD in cash payments to the
Group. Additionally, 1311516 will commit to spending up to £700,000 CAD in
exploration expenditure on the property over three years. This will need to be
done to earn an interest of 75% in the project. Upon completion of the terms
Cloudbreak and 1311516 BC Ltd will enter a joint venture in which each party
will be responsible for its pro-rata share of expenditures on the project. Up
to 30 June 2022, the Group has received cash payments of $25,000 CAD and
2,000,000 shares in relation to the option payments due under the agreement.
As at 31 December 2022, there is still an outstanding cash payment owed to the
Group of $25,000 CAD (£15,301) in relation to the option payments due under
the agreement.
During the period ended 30 June 2023, $25,000 CAD (£14,931) was due as a cash
payment and is still owed to the Group of in relation to the option payments
due under the agreement.
No payments were due during the period up to 31 December 2023.
Rizz, Canada
On 25 February 2022, the Group entered into an option agreement with 1311516
BC Ltd in respect of the Rizz Project in British Colombia, Canada. 1311516 BC
Ltd will issue 3,000,000 common shares to Cloudbreak and make an aggregate of
$120,000 CAD in cash payments to the Group. Additionally, 1311516 will commit
to spending up to $750,000 CAD in exploration expenditure on the property over
three years. This will need to be done to earn an interest of 75% in the
project. Upon completion of the terms, Cloudbreak and 1311516 BC Ltd will
enter a joint venture in which each party will be responsible for its pro-rata
share of expenditures on the project. Up to 30 June 2022, the Group received
cash payments of $25,000 CAD and 3,000,000 shares in relation to the option
payments due under the agreement.
During the period ended 30 June 2023, $25,000 CAD (£14,931) was due as a cash
payment and is still owed to the Group of in relation to the option payments
due under the agreement.
No payments were due during the period up to 31 December 2023.
Northern Treasure, Canada
During 2022, the Group staked the Northern Treasure property for $50,645 CAD
which is located in Northern British Columbia. The Company continues to
actively explore this property and look for a partner to develop the property
further.
On 28 October 2022, Cloudbreak announced that Precision GeoSurveys has
completed a high-resolution helicopter-borne magnetic survey over the Northern
Treasure Project in British Columbia.
Foggy Mountain, Canada
During 2022, the Group staked the Foggy Mountain property which is located in
Central British Columbia. The Company continues to actively explore this
property and look for a partner to develop the property further.
On 19 October 2022, Cloudbreak announced that that it has completed a
reconnaissance surface programme at the Foggy Mountain Project in north
central British Columbia, located immediately east of the past producing
Kemess Mine. The property was originally staked in April 2022.
On 14 December 2023, the Company transferred their ownership and rights of a
property based in Canada, the 'Foggy Mountain' project. This was disposed of
as part of a settlement agreement entered with Cronin Services and Cronin
Capital.
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 (£47,927).
Elk Creek, United States
On 21 November 2022, the Group acquired an oil and gas lease for $43,157 USD
(£33,900), 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.
5. Investments held by subsidiaries
Investments held by subsidiaries
Financial assets at fair value through profit or loss are as follows:
Level 1 Level 2 Total
£ £ £
Level 3
£
1 July 2023 771,725 - 119,530 891,255
Additions 47,524 - - 47,524
Disposals (69,331) - - (69,331)
Fair value changes 5,769 - - 5,769
Realised loss on investments (231,611) - - (231,611)
Foreign exchange 54,156 - (883) 53,273
31 December 2023 578,232 - 118,647 696,879
As at 30 June, 2023, 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 due to
the limited amount of information available related to the fair value of the
investments.
6. Debentures Receivable
6 months to 31 December 2023 6 months to 31 December 2022
£ £
Opening 2,059,060 1,657,900
Additions - 422,719
Amount payable - 829,311
Fair Value Movement (17,025) (7,921)
At end of period 2,042,035 2,902,009
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 will provide 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 is
in regular communication with G2 and is monitoring the results of its
exploration activities that will be undertaken as the result of the funding by
the Group to G2.
During the period ended 31 December 2023, the Company received 1,022,000
shares in G2 in place of the 12% interest payment that was due on 30 June
2023. $50,000 USD has been paid during the period by G2 for the September
interest due, with the remaining balance expected to be paid in due time. The
quarterly interest for December 2023 remains outstanding.
A total of $2,700 USD (£2,102) of royalty income was received during the
period ended 31 December 2023 from G2.
Butte Strawn, United States
On 16 August 2022, the Company entered into an agreement with Iron Forge
Holdings (III) Ltd (IF3). Whereby the company will provide IF3 with a
$1,500,000 USD debenture for the Butte Strawn Energy Project located in Irion
County, Texas. $500,000 USD was paid on signing. IF3 will pay 12.5% per annum
interest to the Company, calculated and paid quarterly in cash or shares at
the discretion of the Company. The Company received 6,000,000 warrants with a
strike price of $0.35 CAD with a three-year term from financial close. On 16
June 2023, it was agreed that the principal value of the debenture be reduced
from $1,500,000 USD to $600,000 USD with no further obligations for the Group.
All accrued interest not paid as of the date of the agreement has been
forgiven and both parties agreed to cancelling the warrants. The overriding
royalty was reduced from 6% to 2%.
During the period ended 31 December 2023, no royalty income was received.
7. Convertible loan notes
Group
6 months to 31 December 2023 6 months to 31 December 2022
£ £
As at 1 July - -
Additions 340,000 -
Interest on the loans (12%) 20,400 -
As at 31 December 360,400 -
A loan note instrument was drawn up creating unsecured convertible loan notes
up to a nominal amount of £340,000. The notes are convertible into ordinary
shares of the Company at any time between the date of issue of the notes and
their redemption date. On issue, the loan notes were convertible at a rate of
the lesser of 5-day VWAP or £0.005. The loan note is repayable on or before
31 January 2024, at an interest rate of 12%.
8. Earnings per share
The calculation of the basic loss per share of £0.001 (2022: £0.01) is based
on the loss attributable to equity owners of the group of £365,705 (2022:
loss of £2,858,367), and on the weighted average number of ordinary shares of
607,678,805 (2022: 595,501,976) 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.
9. Events after the reporting date
On 27 February 2024, the Company entered a three-year agreement with Lonestar
Lithium Inc. ("Lonestar"), in which Lonestar purchased the proprietary
database with regional modelling and data compilation across eastern Texas.
Cloudbreak will receive two-million shares in Lonestar, $25,000 USD each time
a qualifying transaction property is generated from the database and 0.5%
royalty produced on each qualifying transaction property.
On 4 March 2024, the Company signed an amending agreement for the convertible
debenture it has in place with G2 Energy TX1 Inc. ("G2"). The changes included
an extension of the maturity date from 31 May 2024 to 31 May 2025, the
principal amount of the debenture and all unpaid interest will be convertible
into units of G2. Each unit will entitle the Company to one common share of G2
and one purchase warrant. Each warrant entitles the Company to acquire a share
at a price of $0.07 CAD per warrant, or a minimum price set by the Canadian
Securities Exchange (CSE). The agreement prohibits the Company from obtaining
over 19.99% of shares in G2. However, if there is a default and 61 days lapse
since notice is given, the debenture will be fully convertible with no
limitations.
10. Approval of interim financial statements
The Condensed interim financial statements were approved by the Board of
Directors on 27 March 2024.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR DDLFLZXLBBBXRecent news on Cloudbreak Discovery
See all newsREG - Cloudbreak Discovery - Board Update
AnnouncementREG - Cloudbreak Discovery - Interim Results
AnnouncementREG - Cloudbreak Discovery - Board Changes
AnnouncementREG - Cloudbreak Discovery - Result of AGM
AnnouncementREG - Cloudbreak Discovery - Postponement of Annual General Meeting
Announcement