REG - Corcel PLC - Accounts and Notice of Annual General Meeting
07/12/2021 07:00
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RNS Number : 7517U Corcel PLC 07 December 2021
Corcel PLC
("Corcel" or the "Company")
Final Audited Results
for the Year Ended 30 June 2021 and Notice of Annual General Meeting
07 December 2021
The Company's Annual Report and Financial Statements for 2021, extracts from
which are set out below, together with the Notice of the Company's Annual
General Meeting (AGM) will be published to shareholders on Wednesday, 8
December 2021 and a copy of the documents will be available on the Company's
website at www.corcelplc.com.
The AGM is to be held at We Work, 3 Waterhouse Square, 138-142 Holborn,
London, EC1N 2SW at 1:00p.m. on Friday, 31 December 2021.
Given the continuing concerns regarding COVID-19, Shareholders, whilst able to
attend the AGM in person this year, are requested to consider their safety
carefully prior to attending the meeting. The Company will continue to monitor
the guidelines set by the Government and any changes to attendance of the
meeting will be communicated via RNS.
Chairman and CEO Statement
Overview
During the twelve-month period to 30 June 2021, which marked my second year as
Chairman at Corcel Plc (the "Company", "Corcel"), we have continued building
the core Net Asset Value (NAV) in our portfolio, which spans the exciting
intersection of battery metals mining and their end use in both energy storage
and the electric vehicle revolution. Despite the varied challenges of the
global pandemic, this progress has included three asset acquisitions: the
Tring Road peaker plant acquired during the year in review; secondly, the
Avonmouth peaker plant in the UK; and thirdly, Wowo Gap Nickel / Cobalt asset
acquired after the period end in PNG. The year has also included operational
progress at Mambare, where we secured the environmental permit - a critical
step on the route to a Mining Lease. Progress was also made at the Dempster
Vanadium project, where operational results highlight exceptionally good rock
and soil samples, which, amongst other signs, indicate the presence and grade
of the Canol Formation and enable good formation tracking.
It is my firm belief that our strategy, leveraged to battery metals across
both the upstream and downstream, is very much the right strategy as global
economies continue their drive towards electrification. I remain very
excited about this space and see Corcel continuing to position its business
strategically in anticipation of the inevitable structural price hikes in
battery metals.
The Board and I want to thank our shareholders for their support during 2021,
which we know has not always been easy. We are amongst the first movers in
this space in the micro-cap sector and we believe that our shareholders will,
in due course, see significant rewards from the hard miles we have covered
building the foundations to support this strategic positioning. Our
commitment to transforming your company into a substantial value generating
business remains absolute.
We therefore are pleased to present the Annual Report and Accounts for the
year to 30 June 2021.
Battery Metals Exploration : PNG and Canada
A key element of the Company's strategy is to increase its exposure to
critical battery metal positions (through both acquisitions of new deposits
and advanced development at Mambare) prior to the widely expected supply
crunch and associated structural price rise. Of particular focus for the
Company is nickel and cobalt, which are both core battery metals with supply
deficits widely expected in the mid-2020s as the electric vehicle revolution
and economic decarbonisation gains pace.
The Company has again made good progress at its legacy Mambare nickel-cobalt
project in Papua New Guinea, where it has focused on securing a mining lease
covering the project where it holds a 41% position. Various critical
milestones in this process have now been secured, with a positive outcome at
the Warden's Hearing in July 2020 and the grant of the environmental permit in
May 2021 being particularly significant. This positions the Company and its
Joint Venture partners to secure the mining lease in the near term opening up
opportunities ranging from a transaction to fast tracking DSO production.
In early 2020, the Company began the process of acquiring a second PNG
nickel-cobalt project through the acquisition of the AUD 4,761,087 corporate
debt of Resource Mining Corporation Pty Ltd (ASX: RMI) ("RMI"), the 100% owner
of the Wowo Gap nickel-cobalt project. The debt was acquired, in two
stages in April 2020 and October 2020, for a highly attractive 65% discount
from the face value. The Wowo Gap project, potentially highly complementary
to Mambare, is located 200km from the Papua New Guinea Capital of Port Moresby
and some 150km southeast of the Company's existing Mambare asset. The Project
is held through one tenement in Papua New Guinea, EL 1165, which expired on 28
February 2020 and (as is common in PNG) is currently under reapplication for a
further 2-year period.
Subsequent to the year end, in August 2021, the Company signed a binding but
conditional share purchase agreement with RMI to acquire 100% of the issued
share capital in Australian-registered Niugini Nickel Pty Ltd, which owns 100%
of the Wowo Gap nickel-cobalt project. As consideration for the
acquisition, the Company released all liabilities and obligations in
connection with its AUD 4,761,087 senior debt position in RMI. I am
delighted to report that, following a successful shareholder vote at RMI in
October 2021, the Company became 100% owner of the Wowo Gap project on 18
October 2021.
The Company sees significant synergies between the two PNG battery metal
projects and sees this acquisition as a significant step in its evolution
towards building a leading regional battery metal and nickel /cobalt business
with material scale.
The Company also successfully completed its 2020 exploration programme at the
Dempster Vanadium project in Yukon, Canada. Vanadium is another battery metal,
where supply is not expected to be able to grow sufficiently to support
forthcoming demand. The results highlight exceptionally good rock and soil
samples, which, amongst other signs, indicate the presence and grade of the
Canol Formation and enable good formation tracking. Preparation work is
underway for a drill programme as part of a broader vanadium focused
exploration programme in 2022.
The interests and potential combination of the Mambare and Wowo Gap assets
provide a strong regional nickel-cobalt platform of scale, which is expected,
together with the Dempster Vanadium exposure, to provide material upside to
shareholders as global electric vehicle growth fuels increasing demand for
nickel, cobalt and vanadium. The Company continues to explore further
acquisitions in the battery metals space designed to broaden the Company's
current exposure to substantially all of the key battery metals going forward.
Flexible Grid Solutions
Alongside the battery metals portfolio, the Company is also materially growing
its UK based energy generation and storage portfolio.
The Company owns 100% of a 50MW battery storage project at Burwell,
Cambridgeshire. In November 2021, the Company was informed by UK Power
Networks of an extension of its 100MW grid connection offer at Burwell beyond
December 2021 and also an extension of the Company's obligation to make any
payment at that date. This extension in part reflects anticipated grid
upgrade works that may be undertaken in the Burwell area, which, if confirmed,
would affect all projects in the area and likely delay the connection date of
the Burwell site and other such sites. The Company awaits further details
regarding any works required and the revised connection date and associated
payment schedule and the impact that may have on the Company's previously
indicated target of 2022 for the project to become operational. Meanwhile, the
Company continues to explore access to land and potential partnership
arrangements for the project, including with the new site landowner.
In addition to its existing Burwell project, the Company announced in May 2021
the acquisition of a 40% interest in the "shovel ready" Tring Road 50MW gas
peaking project outside of Aylesbury, approximately 40 miles northwest of
London. The project has a 50MW grid connection already secured, allowing
primarily export of electricity alongside a binding option to lease and
planning permission. The consideration for the purchase was £400,000, which
was satisfied by £150,000 cash and 12,026,168 new ordinary shares.
Also in May 2021, the Company announced the acquisition of exclusive rights
over the "shovel ready" Avonmouth 50MW gas peaking project approximately 7
miles Northwest of Bristol. The greenfield site is located within an
established industrial estate and comprising a total of 4.36 acres. Similar
to the Tring Road project, the project has a 50MW grid connection, gas
connection, planning permission and land rights. The Company has executed a
Heads of Terms with FPC Electric Land and has committed to paying £72,000 in
historic costs of the project at the time of execution of the Agreement for
Lease over the site. If the project were to reach financial close, then a
further £72,000 of historic costs would be payable out of the proceeds of the
project funding that would then be in place.
The addition of the "shovel ready" Tring Road and Avonmouth projects to the
existing Burwell project dramatically bolsters the Company's position in the
increasingly competitive UK flexible energy space. We believe that gas
peaking assets of this nature are essential to assist the transition to
renewables and will provide significant trading margins given the variability
of renewable energy production and the inherent volatility of UK energy
demands, as repeatedly demonstrated in Q3 and Q4 2021.
The Company has been working since May 2021 to fund these peaker projects,
which are seen as critical to the UK's transitional energy strategy, providing
flexible energy supply to support the inherent volatility of the growing UK
renewables supply, particularly wind and solar. It was announced after the
year-end, in October and November 2021 that, following a comprehensive
marketing process, Corcel is now in advanced discussions with select investors
to fund both Tring Road and Avonmouth. This, if successful, would be hugely
accretive for shareholders and validate the Company's flexible grid solutions
strategy and the prospects for projects currently at early stages of
development.
These energy storage and production projects, with their low-risk near-term
cash flow potential, will offer Corcel investors an attractive balance to the
significant blue-sky upside of the Company's battery metals projects and align
Corcel with one of the most significant global energy trends in the world
today.
Finances
On 26 October 2020, the Company announced that it had raised £750,000 at a
price of £0.01 per share. Subsequently, on 18 February 2021, the Company
announced it had agreed a funding package of equity and debt, raising
£300,000 from the issuance of 24,000,000 shares a price of £0.0125 per
share. The Company also issued 48,000,000 two-year warrants exercisable at
£0.02 per share. The debt element of the funding included a £300,000
unsecured loan facility to be drawn in 5 tranches. The loan plus a fixed
coupon was repayable on 28 December 2021 and was repaid in full on 12 May
2021.
Also on 12 May 2021, the Company announced that it had agreed a new loan note
to provide £500,000 through an unsecured loan facility to be drawn down in 5
tranches. The loan plus a fixed coupon of 8% was to be payable upon
maturity, which is 31 April 2022.
Discussion of Results
The Group incurred a loss of £1.227 million in the period ended 31 June 2021.
Finance costs over the year fell to £0.065 million, reflecting interest and
finance fees (2020: £0.247million). Overall, administrative costs increased
slightly for the year to £1.014 million (2020: £0.838 million).
Prospects
After a successful year with progress on all fronts we look forward to both
further execution on our strategy and enhanced recognition of the compelling
opportunities our portfolio of key battery metals and transitional energy
production and storage assets offers investors.
Corcel remains committed to playing its role in the decarbonisation and
electrification of the global economy, seeking to both create value for
stakeholders, while enabling development of the clean energy economy.
James Parsons Scott Kaintz
Executive Chairman Chief Executive Officer
Results and Dividends
The Group made a loss after taxation of £1.227 million (2020: £1.482
million). The Directors do not recommend the payment of a dividend. The
following financial statements are extracted from the audited financial
statements, which were approved by the Board of Directors and authorised for
issuance on 05 December 2021.
For further information, please contact:
Scott Kaintz 020 7747 9960
Corcel Plc CEO
James Joyce / Andrew de Andrade 0207 220 1666 WH
Ireland Ltd NOMAD & Broker
Simon Woods 0207 3900
230
Vigo Consulting IR
This announcement contains inside information under Article 7 of Regulation
(EU) 596/2014.
Independent Auditor's Report
to the members of Corcel Plc
Opinion
We have audited the Financial Statements of Corcel Plc (the "Parent Company")
and its subsidiaries (the "Group") for the year ended 30 June 2021, which
comprise the Consolidated and Parent Company Statements of Financial Position,
the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Changes in Equity,
the Consolidated and Parent Company Statements of Cash Flows and notes to the
Financial Statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and international accounting standards in conformity with
the requirements of the Companies Act 2006 and as regards the Parent Company
Financial Statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
· the Financial Statements give a true and fair view of the state
of the Group's and of the Parent Company's affairs as at 30 June 2021 and of
the Group's loss for the year then ended;
· the Group Financial Statements have been properly prepared in
accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006;
· the Parent Company Financial Statements have been properly
prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and as applied in accordance
with the provisions of the Companies Act 2006; and
· the Financial Statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the Financial Statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the Financial Statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.2 in the Financial Statements, which indicates
that the Group is reliant on securing further financing to meet committed
expenditure requirements and working capital needs as they fall due. As stated
in Note 1.2, these events or conditions indicate that a material uncertainty
exists that may cast significant doubt on the Company's ability to continue as
a going concern. Our opinion is not modified in respect of this matter.
In auditing the Financial Statements, we have concluded that the Director's
use of the going concern basis of accounting in the preparation of the
Financial Statements is appropriate. Our evaluation of the Directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting included a review of cash flow projections for a period up
to 31 December 2022, providing challenge to key assumptions used.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Emphasis of Matter
We draw attention to Note 14, which discloses the debt instrument in Resource
Mining Corporation Limited, purchased by the Company during the current and
previous years and valued at £987,000 within the Financial Statements. The
license relating to the Wowo Gap project, Resource Mining Corporation
Limited's key project, remains under renewal as at the year end. The good
standing of this licence is critical for project development and subsequent
value extraction, which is key to the recoverability of the debt. Should the
license not be renewed, an impairment may be required to the value of the debt
as at 30 June 2021.
Our Application of Materiality
The materiality applied to the group Financial Statements was £122,000 (2021:
£98,000), based on a percentage of net assets, as it is from these net assets
that the Group seeks to deliver returns for shareholders, in particular the
value of exploration and development projects the Group is interested in
through its associates and joint ventures. Headline materiality for the Parent
Company Financial Statements was set at £120,000 (2020: £97,500), based on a
percentage of net assets. Performance materiality has been set at 80% (2020:
70%) of headline materiality, and the threshold for which we communicate
errors to management has been set at 5%.
We apply the concept of materiality in both planning and performing the audit,
and in evaluating the effect of misstatements. At the planning stage,
materiality is used to determine the Financial Statement areas that are
included within the scope of the audit and the extent of the sample sizes
during the audit. Materiality has been reassessed during the fieldwork and
closing stages of the audit, taking into consideration new information, which
arose. No alterations were made to materiality either during or at the
conclusion of the audit.
Our Approach to the Audit
In designing our audit, we looked at areas which deemed to involve significant
judgement and estimation by the Directors, such as the key audit matter
surrounding the carrying value of investments in joint ventures and
associates, and receivables from other Group Companies. Other judgemental
areas are the accounting treatment and valuation of financial assets,
including the debt instrument purchased during the year, as well as the
valuation of share-based payment transactions. We also addressed the risk of
management override of controls, including consideration of whether there was
evidence of bias that represented a risk of material misstatement due to
fraud.
Work on all significant components of the Group has been performed by us as
Group auditor.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the Financial Statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section, we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How Our Scope Addressed this Matter
Carrying value of Investments in Joint Ventures and Associates and Intragroup Our work in this area included:
Balances (Notes 11 and 14)
· Review of management's assessment of recoverability of intragroup
receivables in accordance with IFRS 9 criteria;
Investments in joint ventures and associates, and receivables from other Group · Consideration of recoverability of investments and intragroup
Companies, are the most significant balances in the financial statements and loans by reference to underlying net asset values, including the
the recoverability of these balances involves judgement. recoverability potential of the underlying exploration projects (Mambare
Nickel-Cobalt Project; Dempster Vanadium Project);
· Review of Board impairment papers in respect of investments,
The Group and Company own a 50% interest in DVY196 Holdings Corp, and a 41% including challenge and obtaining corroboration for key assumptions used;
interest in Oro Nickel JV entity as at 30 June 2021, both of which have
material value in the Financial Statements. · Obtaining and reviewing any relevant agreements relating to
investments (shareholder agreements; JV agreements; license agreements etc) to
ensure all terms are complied with; and
Given the continuing losses in these entities, and delays in advancing · Review of disclosures made in respect of these balances in
developments at the underlying projects, there is a risk that the investment accordance with IFRS.
and any associated receivable balances cannot be recovered and that the
balances should be impaired.
We draw attention to the fact that the exploration license held by Oro Nickel
JV in respect of the Mambare project remains under renewal and the mining
license applied for has yet to be granted. If these applications were to be
unsuccessful, this may result in an impairment to the carrying value of the
investment in JV.
Other Information
The other information comprises the information included in the annual report,
other than the Financial Statements and our auditor's report thereon. The
Directors are responsible for the other information contained within the
annual report. Our opinion on the Group and Parent Company Financial
Statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the Financial Statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the Financial Statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
report for the financial year for which the Financial Statements are prepared
is consistent with the Financial Statements; and
· the Strategic Report and the Directors' report have been prepared
in accordance with applicable legal requirements.
Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the Group and Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors'
Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors Responsibilities, the
Directors are responsible for the preparation of the Group and Parent Company
Financial Statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to
enable the preparation of Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group and Parent Company Financial Statements, the Directors
are responsible for assessing the Group and Parent Company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial
Statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these Financial Statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Group and Parent Company and
the sector in which it operates to identify laws and regulations that could
reasonably be expected to have a direct effect on the Financial Statements. We
obtained our understanding in this regard through discussions with management.
We also selected a specific audit team based on experience with auditing
entities within this industry facing similar audit and business risks.
· We determined the principal laws and regulations relevant to the
Group and Parent Company in this regard to be those arising from:
o AIM Rules
o UK employment law
o Local environmental and mining regulations
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the Group
and Parent Company with those laws and regulations. These procedures included,
but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
· We also identified the risks of material misstatement of the
Financial Statements due to fraud. Aside from the non-rebuttable presumption
of a risk of fraud arising from management override of controls, we did not
identify any significant fraud risks.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures, which
included, but were not limited to: the testing of journals, reviewing
accounting estimates for evidence of bias and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the Financial Statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the Financial
Statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of Our Report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the Company and the Company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP Canary Wharf
Statutory Auditor
London E14
4HD
05 December 2021
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2021
Notes 30 June 30 June
2021 2020
£'000 £'000
ASSETS
Non-current assets
Investments in associates and joint ventures 11 2,380 1,947
Property, plant and equipment 62 -
Goodwill 10 - 25
Financial instruments - fair value through other comprehensive income (FVTOCI) 12 7 4
Financial instruments at fair value through profit and loss (FVTPL) 13 72 -
Other receivables 14 1,362 1,690
Total non-current assets 3,883 3,666
Current assets
Cash and cash equivalents 19 392 415
Financial instruments with fair value through profit and loss (FVTPL) 13 - 5
Trade and other receivables 14 1,215 175
Total current assets 1,607 595
Total assets 5,490 4,261
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital 17 2,746 2,726
Share premium account 17 24,161 23,032
Shares to be issued 17 75 -
Other reserves 2,018 908
Retained earnings (24,630) (23,403)
Total equity attributable to owners of the Parent 4,370 3,263
Non-Controlling interests - 13
Total equity 4,370 3,276
LIABILITIES
Non-current liabilities
Lease liability - 30
Long-term borrowings 15 - 760
Total non-current liabilities - 790
Current liabilities
Trade and other payables 15 237 183
Lease liability - 12
Short-term borrowings 15 883 -
Total current liabilities 1,120 195
Total equity and liabilities 5,490 4,261
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements, were approved by the Board of Directors and
authorised for issue on 05 December 2021 and are signed on its behalf by:
James Parsons
Executive Chairman
Consolidated Income Statement
for the year ended 30 June 2021
Notes Year to Year to
30 June 30 June
2021 2020
£'000 £'000
Gain on sale of financial instruments designated as FVTPL (5) -
Exploration expenses - (205)
Project expenses (121) -
Impairment of investments in joint ventures 11 - -
Impairment of goodwill (25) (106)
Impairment of right-of-use asset - (41)
Impairment of loans and receivables - (37)
Administrative expenses 4 (1,014) (838)
Foreign currency loss - (26)
Other income 9 21
Finance costs, net 5 (65) (247)
Share of loss of associates and joint ventures 11 (6) (3)
Loss for the year before taxation 3 (1,227) (1,482)
Taxation - -
Loss for the year (1,227) (1,482)
Loss per share attributable to:
Equity holders of the Parent (1,227) (1,477)
Non-controlling interest - (5)
(1,227) (1,482)
Earnings per share attributable to owners of the Parent*:
Basic 9 (1) pence (2) pence
Diluted 9 (1) pence (2) pence
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2021
30 June 30 June
2021 2020
£'000 £'000
Loss for the year (1,227) (1,482)
Other comprehensive income
Items that will be not be reclassified subsequently to profit or loss
Revaluation of FVTOCI investments 3 (42)
Unrealised foreign currency gain/(loss) on translation of foreign operations - 16
Total other comprehensive income for the year 3 (26)
Total comprehensive loss for the year (1,224) (1,508)
Total comprehensive loss attributable to:
Equity holders of the Parent (1,224) (1,503)
Non-controlling interest - (5)
(1,224) (1,508)
All of the Group's operations are considered to be continuing.
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2021
The movements in equity during the year were as follows:
Share Share Retained Other Total
capital premium earnings reserves Equity attributable to owners of the Parent
£'000 account £'000 £'000 £'000 Non-controlling interests
£'000 Shares to be issued £'000 Total Equity
£'000 £'000
As at 1 July 2019 1,999 21,113 (20,960) (329) 1,823 18 1,841
Changes in equity for 2020 -
Loss for the year - - - (1,477) - (1,477) (5) (1,482)
Acquisition of new subsidiary (Note 10) - - - - - - 12 12
Partner buy-out on a subsidiary (Note 10) - - - - - - (12) (12)
Transfer of FVTOCI reserve in relation to impaired assets (Note 12) - - - (400) 400 - - -
Other comprehensive income for the year
Revaluation of FVTOCI investments - - - - (42) (42) - (42)
Transfer of FVTOCI revaluation reserve in relation to disposals - - - (567) 567 - - -
Unrealised foreign currency gain arising on re-translation of foreign - - - - 16 16 - 16
operations
Total comprehensive income for the year - - - (567) 541 (26) - (26)
Transactions with owners
Issue of shares 727 2,228 - - - 2,955 - 2,955
Share issue costs - (309) - - 273 (36) - (36)
Share options granted during the year - - - - 23 23 - 23
Total transactions with owners 727 1,919 - - 296 2,942 - 2,942
As at 1 July 2020 2,726 23,032 - (23,403) 908 3,263 13 3,276
Changes in equity for 2021
Loss for the year - - - (1,227) - (1,227) - (1,227)
Acquisition of non controlling interests - - - - - - (13) (13)
Other comprehensive income for the year
Revaluation of FVTOCI investments - - - - 3 3 - 3
Total comprehensive income for the year - - (1,227) 3 (1,224) (13) (1,237)
Transactions with owners
Issue of shares 20 2,287 - - - 2,307 - 2,307
Shares to be issued - - 75 - - 75 - 75
Share issue costs - (51) - - - (51) - (51)
Warrants issued - (1,107) - - 1,107 - - -
Total transactions with owners 20 1,129 75 - 1,107 2,331 - 2,331
As at 30 June 2021 2,746 24,161 75 (24,630) 2,018 4,370 - 4,370
See Note 16 for a description of each reserve included above.
Other reserves FVTOCI Warrant reserve Foreign Total
financial £'000 currency other
asset Share-based translation reserves
reserve payment reserve £
£'000 reserve £
£'000
As at 1 July 2019 (924) 76 - 519 (329)
Revaluation of FVTOCI investments (42) - - - (42)
Transfer of FVTOCI reserve relating to impaired assets and disposals 967 - - - 967
Share options granted during the year - 23 - - 23
Warrants granted during the year - - 273 - 273
Unrealised foreign currency gain on translation of foreign operations - - - 16 16
As at 1 July 2020 1 99 273 535 908
Revaluation of FVTOCI investments 3 - - - 3
Warrants granted during the year - - 1,107 - 1,107
As at 30 June 2021 4 99 1,380 535 2,018
See Note 16 for a description of each reserve included above.
Consolidated Statement of Cash Flows
for the year ended 30 June 2021
Year to Year to
30 June 30 June
2021 2020
£ £
Cash flows from operating activities
Loss before taxation (1,227) (1,482)
Increase in receivables (53) (28)
Increase in payables 374 78
Decrease in lease liabilities (42)
Share-based payments - 63
Currency adjustments - 26
Finance cost, net (Note 5) 65 247
Gain on sale of FVTPL investments (5) -
Share of loss in associates and joint ventures, net of tax (Note 11) (6) (3)
Impairment of goodwill related to FGO (Note 10) - 106
Impairment of goodwill related to WDD 25 -
Impairment of right-of-use asses - 41
Impairment of loans and receivables - 37
Net cash outflow from operations (869) (909)
Cash flows from investing activities
Proceeds from sale of FVTOCI and FVTPL investments (Note 12 and 13) 14 109
Purchase of financial assets carried at amortised cost (Note 14) (355) (220)
Purchase of property, plant and equipment (62) -
Acquisition of a new subsidiary (Note 10) - (34)
Acquisition of non controlling interest (15) -
Payments for investments in associates and joint ventures (Note 11) (183) (5)
Net cash (outflow)/inflow from investing activities (601) (150)
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs 1,382 1,439
Interest paid (Note 21) - (5)
Proceeds of new borrowings, as received net of associated fees (Note 21) 65 7
Repayment of borrowings (Note 21) - (30)
Net cash inflow from financing activities 1,447 1,410
Net (decrease)/increase in cash and cash equivalents (23) 351
Cash and cash equivalents at the beginning of period 415 64
Cash and cash equivalents at end of period 392 415
Major non-cash transactions are disclosed in Note 21.
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458)
as at 30 June 2021
Notes 30 June 30 June
2021 2020
£ £
ASSETS
Non-current assets
Investments in subsidiaries 10 - -
Investments in associates and joint ventures 11 2,501 2,067
Financial assets with fair value through other comprehensive income (FVTOCI) 12 7 4
Financial instruments with fair value through profit and loss (FVTPL) 72 -
Other receivables 14 1,379 1,740
Total non-current assets 3,959 3,811
Current assets
Cash and cash equivalents 19 387 389
Trade and other receivables 14 1,148 175
Total current assets 1,535 564
Total assets 5,494 4,375
EQUITY AND LIABILITIES
Called up share capital 17 2,746 2,726
Share premium account 17 24,161 23,032
Shares to be issued 17 75 -
Other reserves 1,483 373
Retained earnings (24,065) (22,698)
Total equity 4,440 3,433
LIABILITIES
Non-current liabilities
Long-term borrowings 15 - 760
Total non-current liabilities - 760
Current liabilities
Trade and other payables 15 211 182
Short-term borrowings 15 883 -
Total current liabilities 1,094 182
Total equity and liabilities 5,494 4,375
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own Statement of Comprehensive Income. The Company's loss for the
financial year was £1,366,448 (2020: loss of £1,949,687). The Company's
Total comprehensive loss for the financial year was £1,363,300 (2020: loss
£1,991,647).
These Financial Statements were approved by the Board of Directors and
authorised for issue on 05 December 2021 and are signed on its behalf by:
James Parsons
Executive Chairman
The accompanying notes form an integral part of these Financial Statements.
Company Statement of Changes in Equity
for the year ended 30 June 2021
The movements in reserves during the year were as follows:
Share Share Retained Other Total
capital premium Shares to be issued earnings reserves equity
£'000 account £'000 £'000 £'000 £'000
£'000
As at 30 June 2019 1,999 21,113 - (20,181) (448) 2,483
Changes in equity for 2020
Loss for the year - - - (1,950) - (1,950)
Other comprehensive income for the year
Revaluation of FVTOCI investments - - - - (42) (42)
Transfer of FVTOCI reserve relating to impaired assets and disposals - - - (567) 567 -
Total comprehensive income for the year - - - (567) 525 (42)
Transactions with owners
Issue of shares 727 2,228 - - - 2,955
Share issue and fundraising costs - (309) - - 273 (36)
Share options granted during the year - - - - 23 23
Total transactions with owners 727 1,919 - - 296 2,942
As at 1 July 2020 2,726 23,032 - (22,698) 373 3,433
Changes in equity for 2021
Loss for the year - - - (1,367) - (1,367)
Other comprehensive income for the year
Revaluation of FVTOCI investments - - - - 3 3
Total comprehensive income for the year - - - (1,367) 3 (1,364)
Transactions with owners
Issue of shares 20 2,287 - - - 2,307
Shares to be issued - - 75 - - 75
Share issue and fundraising costs - (51) - - - (51)
Share warrants granted during the year - (1,107) - - 1,107 -
Total transactions with owners 20 1,129 75 - 1,107 2,331
As at 30 June 2021 2,746 24,161 75 (24,065) 1,483 4,400
Other reserves FVTOCI Share-based Warrants reserve Total
financial payment £'000 other
asset reserve reserves
reserve £'000 £'000
£'000
As at 30 June 2019 (524) 76 - (448)
Changes in equity for 2020 -
Other comprehensive income for the year -
Revaluation of FVTOCI investments (42) - - (42)
Transfer of FVTOCI reserve relating to impaired assets and disposals 567 - - 567
Share options granted during the year - 23 - 23
Warrants issued during the year - - 273 273
Total Other comprehensive (expenses) / income 525 23 273 821
As at 1 July 2020 1 99 273 373
Changes in equity for 2021
Other comprehensive income for the year
Revaluation of FVTOCI investments 3 - - 3
Transfer of FVTOCI reserve relating to impaired assets and disposals - - - -
Share options granted during the year - - - -
Warrants issued during the year - - 1,107 1,107
Total Other comprehensive expenses 3 - 1,107 1,110
As at 30 June 2021 4 99 1,380 1,483
See Note 16 for a description of each reserve included above.
Company Statement of Cash Flows
for the year ended 30 June 2020
Year to Year to
30 June 30 June
2021 2020
£'000 £'000
Cash flows from operating activities
Loss before taxation (1,366) (1,950)
Increase in receivables 13 (30)
Increase/(decrease) in payables 377 92
Share-based payments - 63
Finance income 65 247
Currency gains - 26
Impairment of loans and receivables - 678
Net cash outflow from operations (911) (874)
Cash flows from investing activities
Payments for investments in associates and joint ventures (183) (5)
Purchase of financial assets carried at amortised cost (355) (220)
Payments made on behalf of subsidiaries - (66)
Proceeds from sale of FVTOCI financial instruments - 109
Net cash (outflow)/inflow from investing activities (538) (182)
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs 1,382 1,439
Interest paid (Note 21) - (5)
Proceeds of new borrowings (Note 21) 65 7
Repayments of borrowings (Note 21) - (30)
Net cash inflow from financing activities 1,447 1,411
Increase in cash and cash equivalents (2) 355
Cash and cash equivalents at the beginning of period 389 34
Cash and cash equivalents at end of period 387 389
Major non-cash transactions are disclosed in Note 21.
The accompanying notes and accounting policies form an integral part of these
Financial Statements.
Notes to Financial Statements
1. Principal Accounting Policies
1.1 Authorisation of Financial Statements and Statement of Compliance with
IFRS
The Group Financial Statements of Corcel Plc (the "Company", "Corcel" or the
"Parent Company"), for the year ended 30 June 2021, were authorised for issue
by the Board on 05 December 2021 and signed on the Board's behalf by James
Parsons. Corcel Plc is a public limited company, incorporated and domiciled
in England and Wales. The Company's ordinary shares are traded on AIM.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with international
accounting standards ('IFRS') in conformity with the requirements of the
Companies Act 2006. They are presented in thousand Pounds Sterling (£'000),
unless stated otherwise.
The principal accounting policies adopted are set out below.
Going Concern
It is the prime responsibility of the Board to ensure the Company and the
Group remains a going concern. At 30 June 2021, the Group had cash and cash
equivalents of £0.392 million and £0.818 million of borrowings and, as at
the date of signing these Financial Statements, the cash balance was £0.341
million. Current borrowings of £729,000 of principal are due 23 December
2021 and at time of publication of this report are in the process of being
refinanced to December 2022. The Directors anticipate having to raise
additional funding over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group budgets, which
includes the possibility of Directors reducing or foregoing their salaries if
required, the progress in activities post year-end, including the anticipated
fundraising of £390,000, the Directors consider that they will have access to
adequate resources in the 12 months from the date of the signing of these
Financial Statements. As a result, they consider it appropriate to continue to
adopt the going concern basis in the preparation of the Financial Statements,
with the understanding that there is no certainty that required fundraisings
during the year will be successful.
Should the Group be unable to continue trading as a going concern, adjustments
would have to be made to reduce the value of the assets to their recoverable
amounts, to provide for further liabilities, which might arise, and to
classify non-current assets as current. The Financial Statements have been
prepared on the going concern basis and do not include the adjustments that
would result if the Group was unable to continue as a going concern. Due to
the factors described above, a material uncertainty exits, which may cast
significant doubt on the Group and the Company's ability to act as a going
concern. The auditors have made reference to this within their Audit Report.
The auditors have made reference to going concern within their audit report by
way of a material uncertainty.
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented
its own Statement of Comprehensive Income. The Company's loss for the
financial year was £1.366 million (2020: loss of £1.949 million). The
Company's other comprehensive loss for the financial year was £1.363 million
(2020: loss £1.991 million).
New Standards, Amendments and Interpretations
The Group and Parent Company have adopted all of the new and amended standards
and interpretations issued by the International Accounting Standards Board
that are relevant to its operations and effective for accounting periods
commencing on or after 1 July 2020.
The following new IFRS standards and / or amendments to IFRS standards were
adopted for the first time during the year, none of which had a material
impact on the financial statements:
· Amendments to IFRS 3: Business Combinations (effective 1 January
2020);
· Amendments to IAS 1 and IAS 8: Definition of Material (effective
1 January 2020);
· Amendments to IFRS 9, IAS 39 and IFRS 17: Interest Rate Benchmark
Reform (effective 1 January 2020).
No standards or Interpretations, that came into effect for the first time for
the financial year beginning 1 July 2020, have had an impact on the Group or
Company.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards
and interpretations, which have not been applied in these Financial Statements
were in issue but not yet effective:
· Amendments to IAS 1: Presentation of Financial Statements -
Classification of Liabilities as Current or Non-current (effective date not
yet confirmed);
· Amendments to IFRS 3: Business Combinations - Reference to
Conceptual Framework (effective 1 January 2022);
· Amendments to IAS 16: Property, Plant and Equipment (effective 1
January 2022);
· Amendments to IAS 37: Provisions, Contingent Liabilities and
Contingent Assets (effective 1 January 2022);
· Annual Improvements to IFRS Standards 2018-2020 Cycle (effective
1 January 2022);
· Amendments to IAS 8: Accounting Policies, Changes to Accounting
Estimates and Errors (effective date not yet confirmed);
· Amendments to IAS 12: Income Taxes - Deferred Tax arising from a
Single Transaction (effective date not yet confirmed).
The effect of these new and amended Standards and Interpretations, which are
in issue but not yet mandatorily effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early in either the
current or the preceding financial year.
1.3 Basis of Consolidation
The consolidated Financial Statements of the Group incorporate the Financial
Statements of the Company and entities controlled by the Company, its
subsidiaries, made up to 30 June each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies so as to obtain economic benefits from their
activities. Subsidiaries are consolidated from the date on which control is
obtained, the acquisition date, until the date that control ceases. They are
deconsolidated from the date on which control ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued, contingent consideration
and liabilities incurred or assumed at the date of exchange. Costs, directly
attributable to the acquisition, are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are initially measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if additional
information is obtained within one year of the acquisition date about facts or
circumstances existing at the acquisition date. Other changes in provisional
fair values are recognised through profit or loss.
Intra-group transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated on consolidation, except
to the extent that intra-group losses indicate an impairment.
Goodwill is capitalised as an intangible asset with any impairment in carrying
value being charged to the Consolidated Statement of Comprehensive Income. Any
impairment recognised for goodwill is not reversed.
A change in the ownership interest of a subsidiary, without a loss of control,
is accounted for as an equity transaction. If the Group loses control over a
subsidiary, it:
· derecognises the assets (including goodwill) and liabilities of
the subsidiary;
· derecognises the carrying amount of any non-controlling interest;
· derecognises the cumulative translation differences recorded in
equity;
· recognises the fair value of the consideration received;
· recognises the fair value of any investment retained;
· recognises any surplus or deficit in profit or loss; and
· reclassifies the Parent's share of components previously
recognised in other comprehensive income to profit or loss or retained
earnings, as appropriate.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income are allocated
between the Parent and non-controlling interests, even if this results in the
non-controlling interest having a deficit balance.
Transactions with non-controlling interests that do not result in loss of
control are accounted for as equity transactions. Any differences between the
adjustment for the non-controlling interest and the fair value of
consideration paid or received are recognised in equity.
1.4 Summary of Significant Accounting Policies
1.4.1 Investment in Associates
An associate is an entity over which the Company is in a position to exercise
significant influence, but not control or jointly control, through
participation in the financial and operating policy decisions of the investee.
Investments in associates are recognised in the Consolidated Financial
Statements, using the equity method of accounting. The Group's share of
post-acquisition profits or losses is recognised in profit or loss and its
share of post-acquisition movements in other comprehensive income are
recognised directly in other comprehensive income. The carrying value of the
investment, including goodwill, is tested for impairment when there is
objective evidence of impairment. Losses in excess of the Group's interest in
those associates are not recognised unless the Group has incurred obligations
or made payments on behalf of the associate.
Where a Group company transacts with an associate of the Group, unrealised
gains are eliminated to the extent of the Group's interest in the relevant
associate. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred in which case
appropriate provision is made for impairment.
Where the Company's holding in an associate is diluted, the Company recognises
a gain or loss on dilution in profit and loss. This is calculated as the
difference between the Company's share of proceeds received for the dilutive
share issue and the value of the Company's effective disposal.
In the Company accounts investments in associates are recognised and held at
cost. The carrying value of the investment is tested for impairment, when
there is objective evidence of impairment. Impairment charges are included in
the Company Statement of Comprehensive Income.
1.4.2 Interests in Joint Ventures
A joint venture is a joint arrangement, whereby the partners, who have joint
control of the arrangement, have rights to the net assets of the joint
arrangement. Joint control is the contractually agreed sharing of control of
the joint arrangement, which exists only when decisions on relevant activities
require the unanimous consent of the parties sharing control. The Group
recognises its interest in the entity's assets and liabilities, using the
equity method of accounting. Under the equity method, the interest in the
joint venture is carried in the balance sheet at cost plus post-acquisition
changes in the Group's share of its net assets, less distributions received
and less any impairment in value of individual investments. The Group Income
Statement reflects the share of the jointly controlled entity's results after
tax.
Any goodwill arising on the acquisition of a jointly controlled entity is
included in the carrying amount of the jointly controlled entity and is not
amortised. To the extent that the net fair value of the entity's identifiable
assets, liabilities and contingent liabilities is greater than the cost of the
investment, a gain is recognised and added to the Group's share of the
entity's profit or loss in the period in which the investment is acquired.
Financial Statements of the jointly controlled entity will be prepared for the
same reporting period as the Group. Where necessary, adjustments are made to
bring the accounting policies used into line with those of the Group and to
reflect impairment losses where appropriate. Adjustments are also made in the
Group's Financial Statements to eliminate the Group's share of unrealised
gains and losses on transactions between the Group and its jointly controlled
entity. The Group ceases to use the equity method on the date from which it no
longer has joint control over, or significant influence in, the joint venture.
At 30 June 2021, the Group had following contractual arrangements, which were
classified as investments in associates and joint ventures:
· Oro Nickel Ltd, a contractual arrangement with Battery Metals Pty
Ltd, which represents a joint venture established through an interest in a
jointly controlled entity, in order to develop and exploit the Mambare nickel
project;
· DVY196 Holdings Corp ("DVY"), 50% interest in a North American
vanadium project;
· ARL 021 Limited, a 40% interest in the Tring Road 50MW gas peaker
project.
1.4.3 Taxation
Corporation tax payable is provided on taxable profits at the prevailing UK
tax rate. The tax expense represents the sum of the current tax expense and
deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from accounting profit as reported in the Statement of
Comprehensive Income because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group's liability for current tax is measured
using tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of goodwill or
from the initial recognition, other than in a business combination, of other
assets and liabilities in a transaction, which affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates and interests in joint
ventures, 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 is calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled based upon tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is charged or credited in profit or loss, except when it relates
to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity, or items charged or credited directly to
other comprehensive income, in which case the deferred tax is also recognised
in other comprehensive income.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax relates to income tax levied by the same tax authorities on
either:
· the same taxable entity; or
· different taxable entities, which intend to settle current tax
assets and liabilities on a net basis or to realise and settle them
simultaneously in each future period when the significant deferred tax assets
and liabilities are expected to be realised or settled.
1.4.4 Property, Plant and Equipment
Property, plant and equipment acquired and identified as having a useful life
that exceeds one year is capitalised at cost and is depreciated on a
straight-line basis at annual rates that will reduce book values to estimated
residual values over their anticipated useful lives as follows:
Office furniture, fixtures and fittings - 33% per annum
Leasehold improvements - 5% per annum
1.4.5 Foreign Currencies
Both the functional and presentational currency of Corcel Plc is Sterling
(£). Each Group entity determines its own functional currency and items
included in the Financial Statements of each entity are measured using that
functional currency.
The functional currencies of the foreign subsidiaries and joint ventures are
the Australian Dollar ("AUD"), the Papua New Guinea Kina ("PNG") and the US
Dollar ("USD").
Transactions in currencies other than the functional currency of the relevant
entity are initially recorded at the exchange rate prevailing on the dates of
the transaction. At each reporting date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the exchange rate
prevailing at the reporting date. Non-monetary assets and liabilities carried
at fair value that are denominated in foreign currencies are translated at the
rates prevailing at the date, when the fair value was determined. Gains and
losses arising on retranslation are included in profit or loss for the period,
except for exchange differences on non-monetary assets and liabilities, which
are recognised directly in other comprehensive income, when the changes in
fair value are recognised directly in other comprehensive income.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
1.4.6 Exploration Assets
Exploration assets comprise exploration and evaluation costs, incurred on
prospects at an exploratory stage. These costs include the cost of
acquisition, exploration, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads directly
associated with those projects. These costs are carried forward in the
Statement of Financial Position as non-current intangible assets less
provision for identified impairments. Costs associated with an exploration
activity will only be capitalised if, in management's opinion, the results
from that activity led to a material increase in the market value of the
exploration asset, which is determined by management to be following the
economic feasibility stage. Generally, costs associated with non-drilling
activities, such as geophysical and geochemical surveys, are not capitalised.
Recoupment of exploration and development costs is dependent upon successful
development and commercial exploitation of each area of interest and will be
amortised over the expected commercial life of each area once production
commences. The Group and the Company currently have no exploration assets,
where production has commenced.
The Group adopts the "area of interest" method of accounting whereby all
exploration and development costs, relating to an area of interest, are
capitalised and carried forward until abandoned. In the event that an area of
interest is abandoned, or if the Directors consider the expenditure to be of
no value, accumulated exploration costs are written off in the financial year
in which the decision is made. All expenditure incurred prior to approval of
an application is expensed, with the exception of refundable rent, which is
raised as a receivable.
Upon disposal, the difference between the fair value of consideration
receivable for exploration assets and the relevant cost within non-current
assets is recognised in the Income Statement.
1.4.7 Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36 "Impairment of
Assets" does not apply, are reviewed at the end of each reporting period for
impairment, when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with
their recoverable amounts. The recoverable amount of the assets is the higher
of the assets' fair value less costs to sell and their value-in-use, which is
measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated Statement of
Comprehensive Income.
When there is a change in the estimates, used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
1.4.8 Share-Based Payments
Share Options
The Group operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of options granted to Directors and others, in respect of
services provided, is recognised as an expense in the Income Statement with a
corresponding increase in equity reserves - the share-based payment reserve
until the award has been settled and then make a transfer to share capital. On
exercise or lapse of share options, the proportion of the share-based payment
reserve, relevant to those options is transferred to retained earnings. On
exercise, equity is also increased by the amount of the proceeds received.
The fair value is measured at grant date and charged over the vesting period
during which the option becomes unconditional.
The fair value of options is calculated using the Black-Scholes model, taking
into account the terms and conditions upon which the options were granted. The
exercise price is fixed at the date of grant.
Non-market conditions are performance conditions that are not related to the
market price of the entity's equity instruments. They are not considered, when
estimating the fair value of a share-based payment. Where the vesting period
is linked to a non-market performance condition, the Group recognises the
goods and services it has acquired during the vesting period, based on the
best available estimate of the number of equity instruments expected to vest.
The estimate is reconsidered at each reporting date, based on factors such as
a shortened vesting period, and the cumulative expense is "trued up" for both
the change in the number expected to vest and any change in the expected
vesting period.
Market conditions are performance conditions that relate to the market price
of the entity's equity instruments. These conditions are included in the
estimate of the fair value of a share-based payment. They are not taken into
account for the purpose of estimating the number of equity instruments that
will vest. Where the vesting period is linked to a market performance
condition, the Group estimates the expected vesting period. If the actual
vesting period is shorter than estimated, the charge is be accelerated in the
period that the entity delivers the cash or equity instruments to the
counterparty. When the vesting period is longer, the expense is recognised
over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e. other than share
options), fair value is measured on the basis of an observable market price.
Share Incentive Plan
Where the shares are granted to the employees under Share Incentive Plan, the
fair value of services provided is determined indirectly by reference to the
fair value of the free, partnership and matching shares granted on the grant
date. Fair value of shares is measured on the basis of an observable market
price, i.e. share price as at grant date and is recognised as an expense in
the Income Statement on the date of the grant. For the partnership shares, the
charge is calculated as the excess of the mid-market price on the date of
grant over the employee's contribution.
1.4.9 Pension
The Group operates a defined contribution pension plan, which requires
contributions to be made to a separately administered fund. Contributions to
the defined contribution scheme are charged to the profit and loss account as
they become payable.
1.4.10 Finance Income/Expense
Finance income and expense is recognised as interest accrues, using the
effective interest method. This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the relevant
period, using the effective interest rate, which is the rate that exactly
discounts estimated future cash receipts/re-payments through the expected life
of the financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.11 Financial Instruments
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. Other than
financial assets in a qualifying hedging relationship, the Group's accounting
policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives,
where the time value offsets the negative intrinsic value. They are carried in
the Statement of Financial Position at fair value with changes in fair value
recognised in the Consolidated Statement of Comprehensive Income in the
finance income or expense line. Other than derivative financial instruments,
which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
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. They are
initially recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within IFRS 9,
using a provision matrix in the determination of the lifetime expected credit
losses. During this process, the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. For the receivables, which are reported
net, such provisions are recorded in a separate provision account, with the
loss being recognised in the consolidated statement of comprehensive income.
On confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to
related parties, are recognised based on a forward-looking expected credit
loss model. The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those, where the credit risk
has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income
are recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.
The Group's financial assets measured at amortised cost comprise trade and
other receivables and cash and cash equivalents in the Consolidated Statement
of Financial Position. Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short term highly liquid investments
with original maturities of three months or less, and - for the purpose of the
statement of cash flows - bank overdrafts. Bank overdrafts are shown within
loans and borrowings in current liabilities on the Consolidated Statement of
Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and unlisted
entities, which are not accounted for as subsidiaries, associates or jointly
controlled entities. For those investments, the Group has made an irrevocable
election to classify the investments at fair value through other comprehensive
income rather than through profit or loss as the Group considers this
measurement to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value recognised
in other comprehensive income and accumulated in the fair value through other
comprehensive income reserve. Upon disposal any balance within fair value
through other comprehensive income reserve is reclassified directly to
retained earnings and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly
represents a recovery of part of the cost of the investment, in which case the
full or partial amount of the dividend is recorded against the associated
investments carrying amount.
Purchases and sales of financial assets, measured at fair value through other
comprehensive income, are recognised on settlement date with any change in
fair value between trade date and settlement date being recognised in the fair
value through other comprehensive income reserve.
Financial Liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired:
Other Financial Liabilities
Other financial liabilities include:
· Borrowings, which are initially recognised at fair value net of
any transaction costs, directly attributable to the issue of the instrument.
Such interest-bearing liabilities are subsequently measured at amortised cost,
using the effective interest rate method, which ensures that any interest
expense over the period to repayment is at a constant rate on the balance of
the liability carried in the Consolidated Statement of Financial Position. For
the purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption as well as any
interest or coupon payable, while the liability is outstanding.
· Liability components of convertible loan notes are measured as
described further below.
· Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at amortised
cost, using the effective interest method.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and, for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities, for which fair value is measured or disclosed in
the Financial Statements, are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
· Level 2 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable; and
· Level 3 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on
a recurring basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of
assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy as
explained above.
More information is disclosed in Note 20.
1.4.12 Investments in the Company Accounts
Investments in subsidiary companies are classified as non-current assets and
included in the Statement of Financial Position of the Company at cost at the
date of acquisition less any identified impairments.
For acquisitions of subsidiaries or associates achieved in stages, the Company
re-measures its previously held equity interests in the acquiree at its
acquisition-date fair value and recognises the resulting gain or loss, if any,
in profit or loss. Any gains or losses, previously recognised in other
comprehensive income, are transferred to profit and loss.
Investments in associates and joint ventures are classified as non-current
assets and included in the Statement of Financial Position of the Company at
cost at the date of acquisition less any identified impairment.
1.4.13 Share Capital
Financial instruments, issued by the Group, are classified as equity only to
the extent that they do not meet the definition of a financial liability or
financial asset. The Group's ordinary shares are classified as equity
instruments.
1.4.14 Convertible Debt
The proceeds, received on issue of the Group's convertible debt, are allocated
into their liability and equity components. The amount, initially attributed
to the debt component, equals the discounted cash flows, using a market rate
of interest that would be payable on a similar debt instrument that does not
include an option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until extinguished on
conversion or maturity of the bond. The remainder of the proceeds is allocated
to the conversion option and is recognised in the "Convertible debt option
reserve" within shareholders' equity, net of income tax effects.
1.4.15 Warrants
Derivative contracts, that only result in the delivery of a fixed amount of
cash or other financial assets for a fixed number of an entity's own equity
instruments, are classified as equity instruments. Warrants, relating to
equity finance and issued together with ordinary shares placement, are valued
by residual method and treated as directly attributable transaction costs and
recorded as a reduction of share premium account, based on the fair value of
the warrants. Warrants, classified as equity instruments, are not subsequently
re-measured (i.e., subsequent changes in fair value are not recognised).
1.4.16 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting, provided to the chief operating decision-maker as required by IFRS
8 "Operating Segments". The chief operating decision-maker, responsible for
allocating resources and assessing performance of the operating segments, has
been identified as the Board of Directors. The accounting policies of the
reportable segments are consistent with the accounting policies of the Group
as a whole. Segment profit/(loss) represents the profit/(loss) earned by each
segment without allocation of foreign exchange gains or losses, investment
income, interest payable and tax. This is the measure of profit that is
reported to the Board of Directors for the purpose of resource allocation and
the assessment of segment performance. When assessing segment performance and
considering the allocation of resources, the Board of Directors review
information about segment non-current assets. For this purpose, all
non-current assets are allocated to reportable segments.
1.4.17 Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· Leases of low value assets; and
· Leases with a duration of 12 months or less.
IFRS 16 was adopted 1 June 2019 without restatement of comparative figures.
On initial recognition, the carrying value of the lease liability also
includes:
· amounts expected to be payable under any residual value
guarantee;
· the exercise price of any purchase option granted in favour of
the Group if it is reasonably certain to assess that option;
· any penalties payable for terminating the lease if the term of
the lease has been estimated on the basis of termination option being
exercised.
Lease liabilities are subsequently measured at the present value of the
contractual payments due to the lessor over the lease term.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received and increased for:
· lease payments made at or before commencement of the lease;
· initial direct costs incurred; and
· the amount of any provision recognised, where the Group is
contractually required to dismantle, remove or restore the leased asset.
1.5 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Group's Consolidated Financial Statements, requires
management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities at the end of
the reporting period. However, uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
Significant Judgements and Accounting Estimates
In the process of applying the Group's accounting policies, management has
made the following judgements and estimates, which have the most significant
effect on the amounts recognised in the Consolidated Financial Statements:
Impairment of Investments in Associates and Joint Ventures
The carrying amount of investments in joint ventures is tested for impairment
annually and this process is considered to be key judgement along with
determining whenever events or changes in circumstances indicate that the
carrying amounts for those assets may not be recoverable.
The continued progress at the Mambare nickel/cobalt project during the year,
when considered alongside the increases in nickel prices, have encouraged the
Board to continue to hold the value of its stake in the Mambare joint venture
at the previous valuation of £1.77 million alongside a £1.3 million
receivable.
The Company believes that the carrying values reflect the sizeable JORC
resource and work done to date as well as the potential to progress the
project to a mining license and Direct Shipping Ore "DSO" production in 2021
and beyond. During the year, the JV had a successful Warden's Hearing over
the mining plans and was awarded the environmental permit, both key metrics
prior to the award of a Mining Lease. The Company has assessed the viability
of the project, given current and expected nickel prices and the anticipated
cost of a DSO operation, and believes the project can be successfully taken
into production in the mid-term. The Board further believes that the
likelihood of recovery of the receivable has also increased over the past
12-24 months due to the progress made on the JV, and that full repayment of
this figure is likely through either a disposal and trade sale prior to
production or through dividends once the project begins shipping ore.
The Company, following a successful exploration season at the Dempster
Vanadium project in Canada in 2020, believes it is prudent to hold this asset
at cost pending decisions to conduct a follow-on exploration programme that
may include a significant drill campaign.
At year-end the Company owned AUD 4.7m of senior debt in Resource Mining
Corporation Limited ("RMI"), the purchase of which was completed on 17
November 2020. The cost of the acquisition of this position was £987,000 or
AUD 1.8m. After the year-end on 12 August 2021, the Company announced that it
had agreed to acquire a 100% interest in the Australian registered Niugini
Nickel Pty Ltd ("Niugini Nickel"), which owned 100% of the Wowo Gap
nickel-cobalt project in Papua New Guinea. As consideration for this
acquisition, the Company released all liabilities and obligations in
connection with its AUD 4.7m senior debt position. On 18 October 2021, the
Company announced that it had completed the share purchase agreement with RMI
to acquire the 100% interest in Niugini Nickel. As such, the Company believes
that holding the cost of the debt at year end at the cost of acquisition is
appropriate at this time and will ultimately reflect the fair value of the
Wowo Gap project.
More information is disclosed in Note 11.
The Company acquired a 40% interest in ARL 021, which gave it partial
ownership of the Tring Road gas peaker plant, immediately before the year
end. Given the very short period of time prior to the year and the progress
on funding Tring Road subsequent to the year end, the Company feels it is
appropriate to retain the carrying value of this asset at cost. The Company
has further decided to write-off its existing investment in Weirs Drove
Development, owner of the Burwell Energy Storage project, as the project is
currently working through potential delays relating to grid congestion and
potential upgrades in the area. While the Burwell project may successfully
progress to financial close, there remains uncertainty around the timeframe in
which this is likely to occur.
The Company has also made judgements in respect of the success of licence
renewals on the core projects.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value of share options is determined using the
Black-Scholes model and the estimates used within this model are disclosed in
Note 18.
Valuation of a receivable from Oro Nickel JV
The Directors believe that the receivable from the Oro Nickel Joint Venture
will be fully recoverable in light of the project's ongoing progress towards a
mining lease, supporting a shipping ore operation at the site. Substantial
progress has been made on the mining lease application during the course of
the year end, including a successful Warden's Hearing and the award of the
critical Environmental Permit. While the existing exploration licenses
remain under renewal at the year-end, the Company and the joint venture
partners believe there remains a high likelihood of renewal, given ongoing
dialogue with the PNG authorities, and would expect to have these renewed
independently of any outcome of the mining lease application.
2. Segmental Analysis
Once the Group's main focus of operations becomes production of battery metal
mineral resources or flexible production and storage of energy, the nature of
management information, examined by the Board, will alter to reflect the need
to monitor revenues, margins, overheads and trade balances as well as cash.
IFRS 8 requires the reporting of information about the revenues derived from
the various areas of activity and the countries in which revenue is earned
regardless of whether this information is used in by management in making
operating decisions. Management determined that the most useful presentation
of revenues and expenses came from an analysis by operational type as opposed
to geographic representation due to the similar nature of the revenues and
expenses when grouped in these categories.
Year to 30 June 2021 Battery Metals Flexible Grid Solutions Corporate Total
£'000 (UK) and £'000
£'000 unallocated
£'000
Revenue - - - -
Management services - - - -
Project expenses - (121) - (121)
Exploration expenses - - - -
Administrative expenses - - (1,014) (1,014)
Impairment of right of use asset - - - -)
Impairment of goodwill - (25) - (25)
Currency (loss)/gain - - - -
Share of profits in joint ventures (6) - - (6)
Impairment of financial assets carried at amortised cost - - - -
Loss on sale of financial instruments FVTPL - - (5) (5)
Other income - - 9 9
Finance cost - net - - (65) (65)
Net (loss) before tax from continuing operations (6) (146) (1,075) (1,227)
Year to 30 June 2020 Battery Metals Flexible Grid Solutions Corporate Total
£'000 (UK) and £'000
£'000 unallocated
£'000
Revenue - - - -
Management services - - - -
Management services - - - -
Exploration expenses (178) - (27) (205)
Administrative expenses - (21) (817) (838)
Impairment of right of use asset - (41) - (41)
Impairment of goodwill - (106) - (106)
Currency (loss)/gain - - (26) (26)
Share of profits in joint ventures (3) - - (3)
Impairment of financial assets carried at amortised cost - - (37) (37)
Other income - - 21 21
Finance cost - net - - (247) (247)
Net (loss) before tax from continuing operations (181) (168) (1,133) (1,482)
Information by Geographical Area
Presented below is certain information by the geographical area of the Group's
activities. Investment sales revenue and exploration property sales revenue
are allocated to the location of the asset sold.
Year to 30 June 2021 UK Australia Papua Canada Total
£'000 £'000 New Guinea USA £'000 £'000
£'000 £'000
Revenue - - - - - -
Total segment revenue and other gains - - - - - -
Non-current assets
Investments in associates and joint ventures 472 - 1,654 - 326 2,452
Goodwill - - - - - -
Property, plant and equipment 62 - - - - 62
Receivable from a joint venture 12 - 1,349 - - 1,351
Purchased debt - - 987 - - 987
FVTOCI financial instruments - - - - 7 7
Total segment non-current assets 546 - 3,990 - 333 4,869
Year to 30 June 2020 UK Australia Papua Canada Total
£'000 £'000 New Guinea USA £'000 £'000
£'000 £'000
Revenue - - - - - -
Total segment revenue and other gains - - - - - -
Non-current assets
Investments in associates and joint ventures - - 1,654 - 293 1,947
Goodwill 25 - - - - 25
Receivable from a joint venture - - 1,323 - - 1,323
Purchased debt - - 367 - - 367
FVTOCI financial instruments - - - - 4 4
Total segment non-current assets 25 - 3,344 - 297 3,666
3. Loss on Ordinary Activities Before Taxation
Group 2021 2020
£'000 £'000
Loss on ordinary activities before taxation is stated after charging:
Auditor's remuneration:
- fees payable to the Company's auditor for the audit of consolidated and 30 25
Company Financial Statements
Directors' emoluments (Note 8) 449 379
As declared in Note 8, Directors are remunerated in part by third parties with
whom the Company and Group have contractual arrangements.
4. Administrative Expenses
Group Group Company Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Staff costs
Payroll 453 369 465 369
Pension 31 15 19 15
Share-based payments - 33 - 33
Consultants - 32 - 32
Insurance 2 1 1 1
Employers NI 50 36 50 36
Professional services
Accounting 67 72 65 69
Legal 33 15 33 15
Business development 25 1 2 1
Marketing 20 14 20 12
Investor relations 88 - 80 -
Funding costs - 42 - 42
Other - 26 - 25
Regulatory compliance 127 101 127 101
Travel 7 8 4 8
Office and Admin
General 21 (2) 22 (5)
IT costs 46 8 45 8
Rent 16 58 16 44
Insurance 28 9 28 9
Total administrative expenses 1,014 838 977 815
5. Finance Costs, Net
Group 2021 2020
£'000 £'000
Interest expense (65) (247)
(65) (247)
6. Taxation
2021 2020
£'000 £'000
Current period transaction of the Group
UK corporation tax at 19.00% (2020: 19.00%) on profits for the period - -
Deferred tax
Origination and reversal of temporary differences - -
Deferred tax assets derecognised - -
Tax (credit) - -
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (1,227) (1,482)
Loss on ordinary activities at the average UK standard rate of 19% (2020: (233) (282)
19.00%)
Effect of non-deductible expense 37 136
Effect of tax benefit of losses carried forward 196 267
Tax losses brought forward - (121)
Current tax (credit) - -
Deferred tax amounting to £nil (2020: £nil), relating to the Group's
investments was recognised in the Statement of Comprehensive Income. No
deferred tax charge has been recognised due to uncertainty as to the timing of
future profitability of the Group. Unutilised trading losses are estimated at
circa £3,281 thousand (2020: £3,085) and capital losses estimated circa
£nil (2020: £nil).
7. Staff Costs
The aggregate employment costs of staff for the Group (including Directors)
for the year was:
2021 2020
£'000 £'000
Wages and salaries 453 369
Pension 31 15
Social security costs, net of allowances 50 36
Medical costs 2 1
Employee share-based payment charge - 34
Total staff costs 536 455
The average number of Group employees (including Directors) during the year
was:
2021 2020
Number Number
Directors 4 4
Administration 1 1
5 5
During the year, for all Directors and employees, who have been employed for
more than three months, the Company contributed to a defined contributions
pension scheme as described under Directors' remuneration in the Directors'
Report and a Share Incentive Plan ("SIP") as described under Management
incentives in the Directors' Report.
All emoluments presented for current and comparative years, except for
pension, are short-term in nature.
8. Directors' Emoluments
2021 Directors' Consultancy Share Incentive Plan Short term benefits Total
fees fees £'000 Pension £'000 £'000
£'000 £'000 Bonus contributions
£'000 £'000
Executive Directors
J Parsons* 146 - 14 - 12 - 172
S Kaintz 175 - 15 7 15 2 214
Non-executive Directors
N Burton 23 - - - - - 23
E Ainsworth 30 10 - - - - 40
374 10 29 7 27 2 449
2020 Directors' Consultancy Share Incentive Plan Social Total
fees fees £'000 Pension security £'000
£'000 £'000 Bonus contributions costs
£'000 £'000 £'000
Executive Directors
A R M Bell 43 - - - 1 - 44
J Parsons* 85 - - - - - 85
S Kaintz 145 - - 7 11 2 165
Non-executive Directors
N Burton 45 - - - - - 45
E Ainsworth 17 23 - - - - 40
335 23 - 7 12 2 379
* Includes 8% pension contribution paid in cash as a part of gross salary.
The number of Directors, who exercised share options in year, was nil (2020:
nil).
During the year, the Company contributed to a Share Incentive Plan, more fully
described in the Directors' Report where shares were issued to each employee,
including Directors, making a total of 14,717,790 (2020: 14,717,790)
partnership and matching shares. Those shares were issued in relation to
services provided by those employees during the reporting year.
9. Earnings per Share
The basic earnings/(loss) per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Parent by the weighted
average number of shares in issue. Diluted earnings/(loss) per share is
derived by dividing the loss for the year attributable to ordinary
shareholders of the Parent by the weighted average number of shares in issue
plus the weighted average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary shares.
2021 2020
Loss attributable to equity holders of the Parent Company, £'000 (1,227) (1,482)
Weighted average number of ordinary shares of £0.0001 in issue, used for 279,406,266 75,338,810
basic EPS, adjusted for 100:1 share consolidation
Earnings per share - basic, pence (1) (2)
Earnings per share - fully diluted, pence (1) (2)
At 30 June 2021 and at 30 June 2020, the effect of all the instruments in
issue is anti-dilutive as it would lead to a further reduction of loss per
share, therefore, they were not included into the diluted loss per share
calculation.
Options and warrants with conditions not met at the end of the period, that
could potentially dilute basic EPS in the future, but were not included in the
calculation of diluted EPS for the periods presented:
2021 2020
(a) Share options granted to employees - total, of them 6,212,534 6,212,534
- Vested at the end of reporting period 122,900 122,900
- Not vested at the end of the reporting period 6,089,634 6,089,634
(b) Number of warrants in issue 170,399,328 60,839,078
Total number of contingently issuable shares that could potentially dilute 182,824,396 67,051,612
basic earnings per share in future and anti-dilutive potential ordinary shares
that were not included into the fully diluted EPS calculation
There were no ordinary share transactions after 30 June 2021, that that could
have changed the EPS calculations significantly if those transactions had
occurred before the end of the reporting period.
10. Investments in Subsidiaries and Goodwill
Company Investments in subsidiaries Investments in subsidiaries Goodwill Goodwill
2021 2020 2021 2020
£ £ £'000 £'000
Cost
At 1 July 2019 and 1 July 2020 483 483 131 42
Additions - - - 89
At 30 June 2021 and 30 June 2020 483 483 131 131
Impairment
At 1 30 June 2021 and 30 June 2020 - - (131) (106)
Net book amount at 30 June 2021 and at 30 June 2020 483 483 - 25
The Parent Company of the Group holds more than 50% of the share capital of
the following companies, the results of which are consolidated:
Company Name Country of Class Proportion Nature of
registration held by business
Group
Regency Mines Australasia Pty Limited Australia Ordinary 100% Mineral exploration
Flexible Grid Solutions Limited (former ESTEQ Limited) UK Ordinary 100% Holding company
Flexible Grid One Limited (former Allied Energy Services Ltd (indirectly owned UK Ordinary 100% Energy storage and trading and grid backup
through ESTEQ Limited))
Weirs Drove Development Limited UK Ordinary 100% Energy storage
Regency Mines Australasia Pty Limited registered office is c/o Paragon
Consultants PTY Ltd, PO Box 903, Claremont WA, 6910, Australia.
Regency Resources Inc registered office is Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, United States of
America.
Flexible Grid Solutions Limited registered office is Salisbury House, London
Wall, London EC2M 5PS, United Kingdom.
Flexible Grid One Limited registered office is Salisbury House, London Wall,
London EC2M 5PS, United Kingdom.
Weirs Drove Development Limited registered office is 20-22 Wenlock Road,
London N1 7GU, United Kingdom.
Flexible Grid One Limited (FGO) (former Allied Energy Services Ltd (indirectly
owned through Flexible Grid Solutions Limited))
On 10 November 2017, Corcel formed a 100% owned subsidiary, Flexible Grid
Solutions Limited, to act as the vehicle for development of opportunities in
the battery and energy storage technology sector across the UK. On 15 March
2018, Flexible Grid Solutions Limited committed to investing up to £250,000
into Flexible Grid One Limited, representing an 80% interest in that entity.
Non-controlling shareholders brought with them a development pipeline,
including land rights and connections for combined battery and gas and
anaerobic digestion generation plants to be constructed and operated across
the UK. On 3 January 2020, the Company announced the completion of a buy-out
of the 20% minority shareholders in Flexible Grid One Limited through the
issuance of 2,461,538 new ordinary shares in the Company. The investment in
Flexible Grid One Limited was subsequently written off in the prior year.
Weirs Drove Development Limited (indirectly owned through Flexible Grid
Solutions Limited)
On 19 June 2020, the Company announced an investment acquiring a 50% stake in
Weirs Drove Development Limited, a developer of UK based energy storage and
flexible production projects. The cost of the transaction was an initial
investment and directly attributable acquisitions costs, totalling £37,750,
with the agreement to extend a further £100,000, following the project
meeting all shovel ready criteria. At year end, these conditions had not been
met and so the Company will hold the project at the cost of the initial
investment, pending further developments. Goodwill in the amount of £25,250
was recognised in relation to this acquisition and subsequently impaired to
£nil as at 30 June 2021.
On 1 December 2020, the Company announced the acquisition of the remaining 50%
interest in Weirs Drove Development Limited, thereby becoming the 100% owner
of the Burwell project for consideration of £90,000. This total potential
consideration was broken down into £15,000 payable in cash and £75,000
payable in new Corcel ordinary shares due at financial close of the initial
50MW of capacity of the Burwell project
11. Investments in Associates and Joint Ventures
Group Company
Carrying balance £'000 £'000
At 1 July 2019 1,950 2,067
Additions (3) -
Share of loss in joint venture - -
Impairment of investment in associate - -
At 30 June 2020 1,947 2,067
Additions 439 439
Share of loss in joint venture (6) (6)
Impairment of investment in associate - -
Net book amount at 30 June 2021 2,380 2,500
At 30 June 2021, the Parent Company of the Group had a significant influence
by virtue other than a shareholding of over 20% or had joint control through a
joint venture contractual arrangement in the following companies:
Company Name Country of Class Proportion Proportion Accounting
registration held by held by year end
Group at 30 June 2021 Group at 30 June 2020 Status at
30 June 2021
Direct
Oro Nickel Ltd (Held indirectly through Papua New Guinea Ordinary 41% 41% 30 June 2021
Oro Nickel Vanuatu)
Active
DVY196 Holdings Corp UK Ordinary 50% 50% Active 30 Sept 2021
ARL 021 Limited UK Ordinary 40% 0% Active 31 July 2021
Oro Nickel Ltd registered office is c/o Sinton Spence Chartered Accountants,
2(nd) Floor, Brian Bell Plaza, Turumu Street, Boroko, National Capital
District, Papua New Guinea.
DVY196 Holdings Corp registered office is 3081 3(rd) Avenue, Whitehorse,
Yukon, Canada Y1A 4Z7.
ARL 021 Limited registered office is 70 Jermyn Street, London, UK SW1Y 6NY
Summarised financial information for the Company's associates and joint
ventures, where available, is given below for the year as at 30 June 2021:
Company Revenue Loss Assets Liabilities Net Assets
£'000 £'000 £'000 £'000 £'000
Oro Nickel Ltd - - 3,667 (3,034) 633
DVY196 Holdings Corp - - 326 - 326
ARL 021 Limited - - 400 - 400
Oro Nickel DVY196 ARL 021 Total Group
Carrying balance £'000 £'000 £'000 £'000
At 1 July 2020 1,654 293 - 1,947
Additions - 39 400 439
Share of loss in joint venture - (6) - (6)
Net book amount at 30 June 2021 1,654 326 400 2,380
During the year to 30 June 2021, there were no movements in the net loss
within the joint ventures.
12. Financial Instruments with Fair Value through Other Comprehensive
Income (FVTOCI)
30 June 2021 30 June 2020 30 June 2021 30 June 2020
Group Group Company Company
£'000 £'000 £'000 £'000
FVTOCI financial instruments at the beginning of the period 4 178 4 178
Transferred from Available-for-sale category - - - -
Additions - - - -
Disposals - (132) - (132)
Revaluations and impairment 3 (42) 3 (42)
FVTOCI financial assets at the end of the period 7 4 7 4
Market Value of Investments
The market value as at 30 June 2021 of the investments', available for sale
listed and unlisted investments, was as follows:
30 June 2021 30 June 2020 30 June 2021 30 June 2020
Group Group Company Company
£'000 £'000 £'000 £'000
Quoted on other foreign stock exchanges 7 4 7 4
At 30 June 7 4 7 4
13. Financial instruments with Fair Value through Profit and Loss
(FVTPL)
30 June 2021 30 June 2020 30 June 2021 30 June 2020
Group Group Company Company
£ £ £ £
FVTPL financial instruments at the beginning of the period 5 5 - -
Transferred from Available-for-sale category - - - -
Additions 72 - 72 -
Disposals (5) - - -
Revaluations - - - -
FVTPL financial assets at the end of the period (audited) 72 5 72 -
14. Trade and Other Receivables
Group Company
2021 2020 2021 2020
£ £ £ £
Non-current
Amounts owed by Group undertakings - - 17 51
Purchased debt - 367 - 367
Amounts owed by related parties
- due from associates and joint ventures 1,362 1,323 1,362 1,322
Total non-current 1,362 1,690 1,379 1,740
Current
Sundry debtors 142 150 76 150
Prepayments 86 25 86 25
Purchased debt 987 - 987 -
Amounts owed by related parties
- due from key management - - - -
Total current 1,215 175 1,149 175
Trade and other receivables include a balance of:
· £nil (2020: £16,549) owing to Red Rock Resources Plc, a related
party entity as a result of having common Directors;
· £33,733 (2020: £20,619) owing to Curzon Energy Plc, a related
party entity as a result of having a common Director.
Debt Purchased from Resource Mining Corporation Limited
On 7 April 2020, the Company completed the acquisition of a AUD 1.7m
(£907,000) debt position in ASX listed Resource Mining Corporation Limited
for consideration of £178,096 and 13,288,982 new ordinary shares of Corcel.
The Company's share price on the date of transaction was £0.011. For this
consideration, the Company also acquired a six-month option to buy the balance
of Resource Mining Corporation Limited debt for the same proportional term,
AUD 640,000 in cash and 23,711,018 new ordinary shares in Corcel. The option
was exercised, for more details please see Note 25. Resource Mining
Corporation Limited's exploration licenses in Papua New Guinea remain under
renewal at the time of this report.
On 28 October 2020, the Company has also exercised the 6-month option to
purchase the remaining RMI debt of AUD 3.05 million for consideration of
23,711,018 new ordinary shares and AUD 640,000 in cash (£355,259), which
represents a similar discount to the initial acquisition. All the loan notes
are interest free and unsecured.
Directly attributable transactions costs were also included in the carrying
value of the debt, bringing the total of the debt value to £987,121 on 30
June 2021.
15. Trade and Other Payables
Group Company
2021 2020 2021 2020
£ £ £ £
Trade and other payables 202 140 176 139
Amounts due to related parties: - 8 - 8
- due to Red Rock Resources plc
Accruals 35 35 35 35
Trade and other payables 237 183 211 182
Borrowings (note 21) 883 760 883 760
Total 1,120 943 1,094 942
Trade and other payables, include a balance of £nil (2020: £7,962), owing to
Red Rock Resources Plc, a related party entity as a result of having common
Directors.
Short Term Borrowings Maturity
2021 2020
£'000 £'000
Due by 23 December 2021 818 760
Due by 28 April 2022 65 -
Total long-term borrowings 883 760
C4 Energy Notes - YA PN II - Riverfort
On 5 December 2019, the Company announced that YA PN II and Riverfort Global
Opportunities Limited, holders of Promissory Notes and Convertible Loan Notes,
first announced on 6 June 2018 and updated on 22 July 2019, agreed to
extinguish the entire remaining balance, through a subscription for New Loan
Notes and a share conversion. The partial conversion of the Promissory Notes
resulted in the issuance of 25,963,636 new ordinary shares of the Company and
the investors have agreed to lock up the resulting promissory conversion
shares: 100% of the total for three months, 70% of the total shares for a
subsequent six months and 40% of the total shares of the promissory conversion
shares for a further six-month period. The approximate residual balance of
£286,756 of the promissory notes was retired, and YA PN II Ltd and Riverfort
Global Capital Ltd have subscribed for new two-year loan notes, payable on 23
December 2021, bearing 8% interest per annum with no conversion rights.
Subsequent to year end, the Company is in the process of refinancing the YA PN
II Ltd and Riverfort Global Capital Ltd borrowings to extend the payment
period through to December 2022. The refinancing is currently on-going and
expected to be formally agreed prior to the repayment date.
Also on 5 December 2019, the Company was informed by YA II PN Ltd and
Riverfort Global Capital Limited that, following the subscription of New Loan
Notes, both parties had granted an option over their interests in the New Loan
Notes, totalling £729,272, to C4 Energy Ltd, a UK incorporated private
entity. James Parsons, Chairman of Corcel Plc, is also a Director and
shareholder of C4 Energy Ltd.
More details on all the borrowing are given in Note 22.
16. Reserves
Share Premium
The share premium account represents the excess of consideration received for
shares issued above their nominal value net of transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have
arisen on the retranslation of overseas operations.
Retained Earnings
Retained earnings represent the cumulative profit and loss net of
distributions to owners.
FVTOCI Revaluation Reserve
The fair value through other comprehensive income (FVTOCI) reserve represents
the cumulative revaluation gains and losses in respect of FVTOCI investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options
granted, still outstanding and not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for warrants granted,
still outstanding and not exercised.
16. Share Capital, Share Premium and Shares to be Issued of the Company
The share capital of the Company is as follows:
Authorised, issued and fully paid 2021 2020
£'000 £'000
189,910,596 ordinary shares of £0.0001 each (2019: 1,516,894,159 ordinary 38 19
shares of £0.0001 each)
1,788,918,926 deferred shares of £0.0009 each 1,610 1,610
2,497,434,980 A deferred shares of £0.000095 each 237 237
8,687,335,200 B Deferred shares of £0.000099 each 860 860
As at 30 June 2,745 2,726
Movement in ordinary shares Number
Nominal, £ Share Premium
As at 30 June 2019 - ordinary shares of £0.0001 each 1,516,894,159 151,689 21,113,220
Issued on 18 Dec 2019 at £0.0001 per share (cash) 56 0.01 -
Issued on 23 Dec 2019 at £0.000275 per share (cash) 3,021,818,173 302,182 489,358
Issued on 23 Dec 2019 at £0.000275 per share (non-cash, debt extinguished) 530,030,036 53,003 92,864
Issued on 23 Dec 2019 at £0.000275 per share (non-cash, promissory notes 2,596,363,636 259,636 454,364
conversion)
Issued on 23 Dec 2019 at £0.000275 per share (non-cash, CLN conversion) 1,022,229,140 102,223 170,457
23 December 2019 share subdivision into (8,687,335,200) (868,734) -
- 8,687,335,200 ordinary shares of £0.000001 each
- 8,687,335,200 B deferred shares of £0.000099 each
Total ordinary shares of £0.000001 each at 23 Dec 2019 prior to share 100:1 8,687,335,200 8,687 -
consolidation
Share consolidation 100:1new ordinary shares of £0.0001 each 86,873,352 8,687 -
Issued on 3 Jan 2020 at £0.0305 per share (non-cash, partner buy out) 2,461,538 246 74,831
Issued on 31 Jan 2020 at £0.0443 per share (non-cash, director's salary) 122,312 12 5,403
Issued on 31 Jan 2020 at £0.0458 per share (non-cash, director's salary) 49,028 5 2,241
Issued on 31 Jan 2020 at £0.0467 per share (non-cash, director's fees) 141,901 14 6,619
Issued on 31 Jan 2020 at £0.0278 per share (non-cash, settled creditor) 168,421 17 4,783
Issued on 6 Apr 2020 investor warrants issued at time of fundraising - - (117,529)
Issued on 7 Apr 2020 at £0.0083 per share (non-cash, settled creditor) 4,909,610 491 40,259
Issued on 7 Apr 2020 at £0.0110 per share (non-cash, debt purchase) 13,288,982 1,329 144,850
Issued on 7 Apr 2020 at £0.008 per share (cash) 58,750,000 5,875 444,500
Issued on 21 Apr 2020 at £0.0110 per share (non-cash, SIP shares) 1,145,452 115 12,485
Issued on 19 Jun 2020 investor warrants issued at time of fundraising - - (116,655)
Issued on 19 Jun 2020 at £0.0100 per share (cash) 21,000,000 2,100 199,700
Issued on 19 Jun 2020 at £0.0100 per share (non-cash, settled creditor) 1,000,000 100 9,900
As at 30 June 2020 - ordinary shares of £0.0001 each 189,910,596 18,991 23,031,649
Issued on 26 Oct 2020 at £0.0100 per share (cash) 75,000,000 7,500 742,500
Share issuance costs in relation to shares issued on 26 Oct 2020 - - (45,000)
Issued on 26 Oct 2020 at £0.0100 per share (non cash creditor settlement) 3,000,000 300 29,700
Issued on 26 Oct 2020 37,500,000 investor warrants issued at time of fundraise - - (210,000)
Issued on 28 Oct 2020 at £0.0098 per share (RMI debt acquisition) 23,711,018 2,371 229,997
Issued on 17 Feb 2021 at £0.0125 per share (non-cash, creditor settlement 2,880,000 288 35,712
Issued on 17 Feb 2021 51,200,000 investor warrants issued at time of fundraise - - (276,480)
Issued on 17 Feb 2021 23,000,000 investor warrants issued at time of fundraise - - (230,769)
17. Share Capital, Share Premium and Shares to be Issued of the Company
Continued
Share issuance costs in relation to shares issued on 17 Feb 2021 - - (9,000)
Issued on 18 Feb 2021 at £0.0125 per share (cash) 24,000,000 2,400 297,600
Issued on 18 Feb 2021 at £0.0125 per share (non cash creditor settlement) 2,880,000 288 19,713
Issued on 15 Apr 2021 at £0.0160 per share (cash, warrants exercised) 8,500,000 850 135,150
Issued on 20 Apr 2021 at £0.0160 per share (cash, warrants exercised) 500,000 50 7,950
Issued on 20 Apr 2021 at £0.0160 per share (cash, warrants exercised) 12,639,750 1,264 200,972
Issued on 22 Apr 2021 at £0.0160 per share (cash, warrants exercised) 2,500,000 250 39,750
Issued on 10 May 2021 at £0.0200 per share (non-cash, Tring Road interest) 12,026,168 1,203 248,797
Issued on 12 May 2021 25,000,000 investor warrants issued at time of fundraise - - (150,000)
Issued on 12 May 2021 20,000,000 investor warrants issued at time of fundraise - - (240,000)
Issued on 12 May 2021 at £0.0130 per share (non-cash creditor settlement) 23,076,924 2,308 277,692
Issued on 12 May 2021 at £0.0001 per share (non- cash creditor settlement) 1,846,152 185 1,656
Issued on 12 May 2021 at £0.0200 per share (non- cash interest settlement) 1,200,000 120 23,880
Issued on 12 May 2021 at £0.0001 per share (non- cash SIP) 1,116,994 112 -
As at 30 June 2021 - ordinary shares of £0.0100 each 384,787,602 38,480 24,161,469
The Company's share capital consists of three classes of shares, being:
· Ordinary shares with a nominal value of £0.0001, which are the
company's listed securities;
· Deferred shares with a nominal value of £0.0009;
· A Deferred shares with a nominal value of £0.000095;
· B Deferred share with a nominal value of £0.000099
Subject to the provisions of the Companies Act 2006, the deferred shares may
be cancelled by the Company, or bought back for £1 and then cancelled. These
deferred shares are not quoted and carry no rights whatsoever.
Shares to be Issued
On 1 December, 2020 the Company acquired the remaining 50% interests in WDD
for potential consideration of £90,000, payable in £15,000 in cash and
£75,000 in new ordinary shares. The £75,000 consideration, payable in
shares, is dependant on the financial close of the initial 50MW of capacity of
the Burwell Project. Financial close is defined as having a fully funded SPV
to take the project forward to operational capacity or any potential disposal
or sale. As at 30 June 2021, these consideration had not been met and as such
£75,000 remains in shares to be issued.
Warrants
At 30 June 2021, the Company had 170,399,328 warrants in issue (2020:
60,839,078) with exercise prices ranging £0.01245-£0.60 (2020:
£0.01245-£0.60). Out of those, 3,999,999 (2020: 609,090,906) have market
performance conditions that accelerate the expiry date. The weighted average
remaining life of the warrants at 30 June 2021 was 695 days (2019: 979 days).
50,575,000 (post-consolidation) warrants were issued in the reporting year by
the Group to its shareholders in the capacity of shareholders and therefore
are outside of IFRS 2 scope.
Details related to valuation of all warrants are disclosed below.
Group and Company 2021 2020
number of warrants number of
warrants
Outstanding at the beginning of the period 60,839,078 689,567,098
Granted during the period 156,776,923 86,834,317
Exercised during the period (47,216,673) -
Adjusted number of warrants in issue in line with 100:1 share consolidation - (506,471,429)
Lapsed during the period - (209,090,908)
Outstanding at the end of the period 170,399,328 60,839,078
At 30 June 2021, the Company had the following warrants to subscribe for
shares in issue:
Grant date Expiry date Warrant exercise price, adjusted post consolidation Number of warrants before share consolidation Number of post consolidation warrants
14 Jan 2019 12 Dec 2022 £0.60 91,587,303 915,873
15 Apr 2019 14 Apr 2021 £0.10 399,999,998 3,999,999
17 July 2019 1 July 2024 £0.25 20,000,000 200,000
31 Jan 2020 30 Jan 2023 £0.0285 - 438,596
7 Apr 2020 6 Apr 2023 £0.01245 - 4,909,610
7 Apr 2020 6 Apr 2023 £0.016 - 29,375,000
19 Jun 2020 18 Jun 2023 £0.016 - 21,000,000
26 Oct 2020 26 Oct 2023 £0.016 - 13,360,250
18 Feb 2021 18 Feb 2023 £0.020 - 51,200,000
18 Feb 2021 18 Feb 2024 £0.013 - -
12 May 2021 31 Dec 2021 £0.020 - 25,000,000
12 May 2021 12 May 2024 £0.025 - 20,000,000
Total warrants in issue at 30 June 2021 511,587,301 170,399,328
The aggregate fair value recognised in warrants reserve in relation to the
share warrants granted during the reporting period was £1,107,249 (2020:
£272,785).
The following information is relevant in the determination of the fair value
of warrants granted during the reporting period. Black-Scholes valuation model
was applied for all the warrants below:
Grant date Expiry date Number of post consolidation warrants Warrant life, years Warrant exercise price, adjusted post consolidation, £ Share price at the grant date, £ UK risk-free rate at the date of grant, % Volatility, % FV of 1 warrant, £ FV of all warrants, £
26 Oct 2020 26 Oct 2023 37,500,000 3 0.016 0.0098 0.0001 103.50 0.0057 210,000
18 Feb 2021 18 Feb 2023 51,200,000 2 0.020 0.0120 0.0015 99.71 0.0054 276,480
18 Feb 2021 18 Feb 2024 23,076,923 3 0.013 0.0120 0.0015 99.71 0.0100 230,769
12 May 2021 31 Dec 2021 25,000,000 0.5 0.020 0.0212 0.0015 99.71 0.0060 150,000
12 May 2021 12 May 2024 20,000,000 3 0.025 0.0212 0.0015 99.71 0.0120 240,000
Total at 30 June 2021 156,776,923 1,107,249
Capital Management
Management controls the capital of the Group in order to control risks,
provide the shareholders with adequate returns and ensure that the Group can
fund its operations and continue as a going concern. The Group's debt and
capital, includes ordinary share capital and financial liabilities, supported
by financial assets. There are no externally imposed capital requirements.
Management effectively manages the Group's capital by assessing the Group's
financial risks and adjusting its capital structure in response to changes in
these risks and in the market. These responses include the management of debt
levels, distributions to shareholders and share issues. There have been no
changes in the strategy adopted by management to control the capital of the
Group since the prior year.
17. Share-Based Payments
Employee Share Options
In prior years, the Company established an employee share option plan to
enable the issue of options as part of the remuneration of key management
personnel and Directors to enable them to purchase ordinary shares in the
Company. Under IFRS 2 "Share-based Payments", the Company determines the fair
value of the options issued to Directors and employees as remuneration and
recognises the amount as an expense in the Income Statement with a
corresponding increase in equity.
At 30 June 2021, the Company had outstanding options to subscribe for
post-consolidation Ordinary shares as follows:
Options issued Options issued 9 September 2016 exercisable at £0.8 per share, expiring on 9 Options issued 5 December 2019, exercisable at £0.0275 per share, expiring on Options issued 31 January 2020 exercisable at £0.0285 per share, expiring on Total
September 2022, 5 December 2024 31 January 2025
14 June 2016
Number
Number
exercisable at
£0.45 per
share expiring
29 January 2022
Number
S Kaintz 28,200 96,000 - 3,040,567 3,164,767
J Parsons - - 3,040,567 - 3,040,567
Employees 7,200 - - - 7,200
Total 35,400 96,000 3,040,567 3,040,567 6,212,534
2021 2020
Company and Group Weighted Weighted
Number of average Number of average
options exercise options exercise
Number price Number price
£ Pence
Outstanding at the beginning of the period 6,212,534 0.42 27,060,000 0.71
Granted during the year - - 6,081,134 0.28
Adjusted in line with 100:1 share consolidation - - (26,928,600) 0.71
Outstanding at the end of the period 6,212,534 0.42 6,212,534 0.42
The exercise price of options outstanding at 30 June 2021 and 30 June 2020,
ranged between £0.0275 and £0.80. Their weighted average contractual life
was 3.462 years (2020: 4.462 years).
Of the total number of options outstanding at 30 June 2021, 122,900 (2020:
122,900) had vested and were exercisable. The weighted average share price (at
the date of exercise) of options, exercised during the year, was nil (2020:
nil) as no options were exercised during the reporting year (2020: nil).
The following information is relevant in the determination of the fair value
of share options granted during the reporting period to the Company Directors.
Black-Scholes valuation model was applied to value the options with the inputs
detailed in the table below:
Grant date Number of post consolidation options Vesting period, years Life of the option, years Option exercise price, adjusted post consolidation, £ Share price at the grant date, £ UK risk-free rate at the date of grant, % Volatility, % FV of 1 option, £ FV of all options, £
5 Dec 2019 3,040,567 3 5 0.0275 0.0400 0.00557 100.3 0.027 82,095
31 Jan 2020 3,040,567 3 5 0.0285 0.0278 0.425 101.0 0.01712 52,055
Total at 30 June 2021 6,081,134
Share-based remuneration expense, related to the share options granted during
the reporting period, is included in the Administrative expenses line in the
Consolidated Income Statement in the amount of £nil (2020: £23,193).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share Incentive Plan
(SIP), a government approved scheme, the terms of which provide for an equal
reward to every employee, including Directors, who have served for three
months or more at the time of issue. The terms of the plan provide for:
· each employee to be given the right to subscribe any amount up to
£150 per month with Trustees, who invest the monies in the Company's shares;
· the Company to match the employee's investment by contributing an
amount equal to double the employee's investment ("matching shares"); and
· the Company to award free shares to a maximum of £3,600 per
employee per annum.
The subscriptions remain free of taxation and national insurance if held for
five years.
All such shares are held by SIP Trustees and the shares cannot be released to
participants until five years after the date of the award.
During the financial year, a total of 1,116,994 free, matching and partnership
shares were awarded (2020: 1,145,452), resulting in a share-based payment
charge of £5,400 (2020: £9,772), included into administrative expenses line
in the Consolidated Income Statement.
18. Cash and Cash Equivalents
Group 30 June 30 June
2021 2020
£'000 £'000
Cash in hand and at bank 392 415
Company 30 June 30 June
2021 2020
£'000 £'000
Cash in hand and at bank 387 389
Credit Risk
The Group's exposure to credit risk, or the risk of counterparties defaulting,
arises mainly from notes and other receivables. The Directors manage the
Group's exposure to credit risk by the application of monitoring procedures on
an ongoing basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing exclusively with high
credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk exposure to any
single counterparty or any group of counterparties, having similar
characteristics. The Directors define major credit risk as exposure to a
concentration exceeding 10% of a total class of such asset.
The Company maintains its cash reserves in Coutts & Co, which maintains an
A-1 credit rating from Standard & Poor's.
19. Financial Instruments
20.1 Categories of Financial Instruments
The Group and the Company holds a number of financial instruments, including
bank deposits, short-term investments, loans and receivables and trade
payables. The carrying amounts for each category of financial instrument are
as follows:
Group 2021 2020
30 June
£'000 £'000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares (Note 12) 7 4
Total financial assets carried at fair value, valued at observable market 7 4
price
Fair value through profit and loss financial assets
Investments in warrant of a listed entity (Note 13) - 5
Investments in a project of a private entity 72
Total financial assets carried at fair value, valued using valuation 72 5
techniques
Cash and cash equivalents 392 415
Loans and receivables
Receivable from JVs 1,362 1,322
Purchased debt - current (Note 14) 987 367
Other receivables 228 174
Total financial assets held at amortised cost 2,577 1,863
Total financial assets 3,048 2,287
Total current 1,686 594
Total non-current 1,362 1,693
Company 2021 2020
30 June
£'000 £'000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares 7 4
Total FVTOCI financial assets 7 4
Fair value through profit and loss financial assets
Investments in a project of a private entity 72 -
Total financial assets carried at fair value, valued using valuation 72 -
techniques
Cash and cash equivalents 387 389
Loans and receivables
Receivable from JVs 1,362 1,322
Purchased debt - current (Note 14) 987 367
Receivable from subsidiaries 17 51
Other receivables 161 174
Total financial assets held at amortised cost 2,527 1,914
Total financial assets 2,993 2,308
Total current 1,631 564
Total non-current 1,362 1,744
Financial Instruments Carried at Fair Value Using Valuation Techniques Other
than Observable Market Value
Financial instruments, valued using other valuation techniques, can be
reconciled from beginning to ending balances as follows:
2021 2020
Group £'000 £'000
30 June
Financial assets
Purchased debt 987 367
FVTPL 72 5
Total financial assets valued using valuation techniques 1,059 372
Financial liabilities
Loans and borrowings
Trade and other payables 232 183
Borrowings 818 760
Total financial liabilities 1,050 943
Trade Receivables and Trade Payables
Management assessed that other receivables and trade and other payables
approximate their carrying amounts largely due to the short-term maturities of
these instruments.
Borrowings
The carrying value of interest-bearing loans and borrowings is determined by
calculating present values at the reporting date, using the issuer's borrowing
rate. The loan is due in December 2021 and impact of the discounting is
immaterial and, therefore, not included into the valuation.
20.2 Fair Values
Financial assets and financial liabilities, measured at fair value in the
statement of financial position, are grouped into three levels of a fair value
hierarchy. The three levels are defined, based on the observability of
significant inputs to the measurement, as follows:
· Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
· Level 2: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly
observable; and
· Level 3: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is unobservable.
The carrying amount of the Group and the Company's financial assets and
liabilities is not materially different to their fair value. The fair value of
financial assets and liabilities is 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. Where a quoted price in
an active market is available, the fair value is based on the quoted price at
the end of the reporting period. In the absence of a quoted price in an active
market, the Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
The following table provides the fair value measurement hierarchy of the
Group's assets and liabilities:
Group and Company Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
30 June 2021
Financial assets at fair value through other comprehensive income 7 - - 7
- Quoted equity shares
Financial assets at fair value through profit and loss - - 72 72
Group and Company Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
30 June 2020
Financial assets at fair value through other comprehensive income 4 - - 4
- Quoted equity shares
Financial assets at fair value through profit and loss - - 5 5
20.2 Financial Risk Management Policies
The Directors monitor the Group's financial risk management policies and
exposures, and approve financial transactions.
The Directors' overall risk management strategy seeks to assist the
consolidated Group in meeting its financial targets, while minimising
potential adverse effects on financial performance. Its functions include the
review of credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are
credit risk and market risk, consisting of interest rate risk, liquidity risk,
equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the
potential non-performance by counterparties of contract obligations that could
lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures
include the utilisation of systems for the approval, granting and renewal of
credit limits, regular monitoring of exposures against such limits and
monitoring of the financial liability of significant customers and
counterparties), ensuring, to the extent possible, that customers and
counterparties to transactions are of sound creditworthiness. Such monitoring
is used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial
institutions that maintain a high credit rating or in entities that the
Directors have otherwise cleared as being financially sound.
Trade and other receivables, that are neither past due nor impaired, are
considered to be of high credit quality. Aggregates of such amounts are as
detailed in Note 14.
There are no amounts of collateral held as security in respect of trade and
other receivables.
The consolidated Group does not have any material credit risk exposure to any
single receivable or group of receivables under financial instruments entered
into by the consolidated Group.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter
difficulty in settling its debts or otherwise meeting its obligations related
to financial liabilities. The Group manages this risk through the following
mechanisms:
· monitoring undrawn credit facilities;
· obtaining funding from a variety of sources; and
· maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance
operations and that controls over expenditures are carefully managed. All
financial liabilities are due to be settled within the next twelve months.
Market Risk
Interest Rate Risk
The Company is not exposed to any material interest rate risk because interest
rates on loans are fixed in advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future cash flows of a
financial instrument, will fluctuate because of changes in market prices,
largely due to demand and supply factors for commodities, but also include
political, economic, social, technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of currencies, including
Australian Dollars, Canadian Dollars, United Stated Dollars, Papua New Guinea
Kina and UK Sterling. To mitigate the Group's exposure to foreign currency
risk, non-Sterling cash flows are monitored. Fluctuation of +/- 10% in
currencies, other than UK Sterling, would not have a significant impact on the
Group's net assets or annual results.
The Group does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another.
These assets and liabilities are denominated in the following currencies as
shown in the table below:
Group GBP AUD USD CAD Total
30 June 2021
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 392 - - - 392
Amortised cost financial assets - Other receivables 228 987 - - 1,215
FVTOCI financial assets 7 - - - 7
FVTPL financial assets - warrants - - - - -
FVTPL financial assets 72 - - - 72
Amortised costs financial assets - Non-current receivables 1,362 - - - 1,362
Trade and other payables, excluding accruals 237 - - - 237
Short-term borrowings 883 - - - 818
Group GBP AUD USD CAD Total
30 June 2020
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 414 1 - - 415
Amortised cost financial assets - Other receivables 175 - - - 175
FVTOCI financial assets 4 - - - 4
FVTPL financial assets - warrants - 5 - - 5
Amortised costs financial assets - Non-current receivables 1,322 368 - - 1,690
Trade and other payables, excluding accruals 148 - - - 148
Short-term borrowings - - - - -
Long-term borrowings 760 - - - 760
Company GBP AUD USD CAD Total
30 June 2021
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 387 - - - 387
Amortised cost financial assets - Other receivables 161 987 - - 1,148
FVTOCI financial assets 7 - - - 7
FVTPL financial assets 72 - - - 72
Amortised costs financial assets - Non-current receivables 1,362 - - - 1,362
Trade and other payables, excluding accruals 211 - - - 211
Short-term borrowings 883 - - - 818
Company GBP AUD USD CAD Total
30 June 2020
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 389 - - - 389
Amortised cost financial assets - Other receivables 175 - - - 175
FVTOCI financial assets 4 - - - 4
Amortised costs financial assets - Non-current receivables 1,372 368 - - 1,740
Trade and other payables, excluding accruals 148 - - - 148
Short-term borrowings - - - - -
Long-term borrowings 760 - - - 760
Exposures to foreign exchange rates vary during the year, depending on the
volume and nature of overseas transactions.
21. Reconciliation of Liabilities Arising from Financing Activities and
Major Non-Cash Transactions
Significant non-cash transactions, from financing activities in relation to
loans and borrowings, are as follows:
30 June 2020 Cash flows Loans received Non-cash flow Restructured Non-cash flow Conversion Non-cash flow Forex movement Non-cash flow Interest and arrangement fees accreted Cash flows Principal repaid Cash flows Interest repaid 30 June 2021
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Riverfort Capital Ltd and YA II PN Ltd loan - - - - - - - - -
Riverfort Capital and YA II PN Ltd loan - new 760 - - - - 58 - - 818
Convertible loan notes - - - - - - - - -
Total 760 - - - - 58 - - 818
Significant non-cash transactions from financing activities in relation to
raising new capital are disclosed in Note 17.
Significant non-cash transactions from investing activities were:
· 13,288,982 shares issued at £0.011 per share by the Company for
the total of £146,178 to acquire discounted debt. More details are disclosed
in Note 14.
Significant non-cash transactions from operating activities were as follows:
· Payment for services and Director remuneration (share-based
payments in the form of options and warrants), in the amount of £nil (2020:
£63,194), disclosed in Notes 17 and 18;
· Impairment of other receivables in the amount of £nil (2020:
£36,599);
· Goodwill write off in the amount of £25,250 (2020: £105,815).
· Share based payments to settle creditor balances £392,000 (2020:
£nil).
22. Significant Agreements and Transactions
Financing
· On 26 October 2020, the Company announced a fundraising of
£750,000 at a price of £0.01 per share. A total of 37,500,000 three-year
warrants were issued to investors at a price of £0.016 per share. The
Company also issued 3,000,000 shares to service providers.
· On 18 February 2021, the Company announced had agreed a funding
package of equity and debt. The equity funding raised proceeds of £300,000
from the issue of 24,000,000 new ordinary shares at a price of £0.0125 per
share. The Company also issued 48,000,000 two-year warrants, exercisable at
£0.02 per share. The debt element of the fundraising included a £300,000
unsecured loan facility to be drawn down in 5 tranches. The loan plus a
fixed coupon of 8% was repayable on maturity on 28 December 2021. The coupon
is repayable in cash or shares at the Lenders discretion and if in shares at a
price of £0.013. As part of the loan the Company issued 23,076,923
three-year warrants, exercisable when the share price is at or above £0.02
per share, at a price of £0.013 per share or at the future price of any
placing or subsequent funding during the first 12 months of the warrants being
issued. The warrant exercise proceeds will be netted off against the
repayment of the pro-rata drawn loan facility with the full 8% of interest
also payable in shares at a price of £0.013 per share.
· On 12 May 2021, the Company announced that it had received notice
of the exercise of 23,076,924 warrants at an exercise price of £0.012 per
share for gross proceeds of £300,000. £200,000 of these proceeds were
credited to the Company's account, with the balance having been netted off and
used to repay in full the outstanding loan facility. The interest, due on
the loan, was also repaid through the issuance of an additional 1,846,152 new
ordinary shares. The Company has also agreed a new loan note, to provide in
aggregate £500,000 through an unsecured loan facility to be drawn down in 5
tranches. The loan plus a fixed coupon of 8% was to be payable upon
maturity, which is 31 April 2022. As part of the loan facility, the Company
issued 25,000,000 warrants with a £0.02 strike price, expiring on 31 December
2021 and 20,000,000 three-year warrants with a £0.025 strike price. The
coupon is repayable in either cash or shares at the lender's discretion and if
payable in shares at a price of £0.02. Should the warrants be executed
during the loan facility, the proceeds will be netted off the repayment of the
pro-rata drawn loan facility.
Resource Mining Corporation Debt - Wowo Gap Nickel/Cobalt Project
· On 28 October 2020, the Company announced that it had exercised
its option to buy AUD 3.05m of debt in Resource Mining Corporation Limited.
Execution of the option consisted of the payment of AUD 640,000 and the
issuance of 23,711,018 new ordinary shares to Base Asia Pacific Limited. The
shares were locked in for a period of 12 months.
· On 17 November 2020, the Company announced the completion of the
acquisition of AUD 3.05m from Resource Mining Corporation Limited and the
subordination of the small remaining debt position of AUD 170,000 to Corcel's
senior lending position.
Flexible Grid Solutions
· On 1 December 2020, the Company announced the acquisition of the
remaining 50% interest in Weirs Drove Development Limited, thereby becoming
the 100% owner of the Burwell project for consideration of £90,000. This
total potential consideration was broken down into £15,000 payable in cash
and £75,000 payable in new Corcel ordinary shares, payable at financial close
of the initial 50MW of capacity of the Burwell project.
· On 10 May 2021, the Company announced that it had acquired a 40%
interest in the shovel ready 50MW Tring Road gas peaker project from Arlington
Energy Ltd. The consideration for the purchase was £400,000 satisfied
through £150,000 in cash and 12,026,168 new ordinary shares in Corcel, locked
in for six months.
· On 28 May 2021, the Company announced that it had acquired 100% of
the rights to the Avonmouth gas peaker project as well as the rights to an
additional 15MW of potential grid connection capacity and associated land at
the Avonmouth complex. The consideration for the purchase was £72,000
payable immediately and a further £72,000 payable at financial close.
23. Commitments
As at 30 June 2021, the Company had entered into the following commitments:
· Exploration commitments: On-going exploration expenditure is
required to maintain title to the Group mineral exploration permits. No
provision has been made in the Financial Statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations
of the Group.
· On 8 November 2021, the Company entered into a new lease
agreement for office space with WeWork Aldwych House. The initial lease runs
from 1 January 2022 through 30 June 2022 and is non-cancellable during this
period. Thereafter, the lease can be terminated by giving one full calendar
month notice.
24. Related Party Transactions
· Related party receivables and payables are disclosed in Notes 14
and 15, respectively.
· The key management personnel are the Directors and their
remuneration is disclosed within Note 8.
· Ewen Ainsworth, a Director of the Company, has provided
consultancy services and the fee is disclosed within Note 8. This is paid to
Discovery Energy Ltd, a company controlled by Mr Ainsworth. The consultancy
services were terminated effective on 31 December 2020.
25. Events After the Reporting Period
· On 12 August 2021, the Company signed a binding but conditional
share purchase agreement with Resource Mining Corporation Limited ("RMI") to
acquire 100% of the issued share capital of Niugini Nickel Pty Ltd, which owns
100% of the Wowo Gap nickel-cobalt project in Papua New Guinea. As
consideration for the acquisition, the Company is releasing all liabilities
and obligations in connection with is AUD 4,761,087 senior debt position in
RMI.
· On 2 September 2021, the Company extended by one month the
repayment date in respect of part of its AUD 4,761,087 debt position in
Resource Mining Corporation Limited. The repayment which was due on 30
September 2021 in the amount of AUD 2,741,087 became due on 31 October 2021.
· On 18 October 2021, the Company completed the share purchase
agreement with Resource Mining Corporation Limited to acquire 100% of the
issued share capital of Niugini Nickel Pty Ltd, which owns 100% of the Wowo
Gap nickel-cobalt project in Papua New Guinea. As consideration for the
acquisition, the Company released all liabilities and obligations with its AUD
4,761,087 senior debt position in RMI, of which the cost of the acquisition of
the position was £987,000.
The consideration of £987,000 was satisfied through the release of
liabilities and obligations of the Company's senior debt position in RMI.
The initial estimate of the fair value of the assets acquired and liabilities
assumed of Niugini Nickel Pty Ltd at the date of acquisition based upon the
Niugini Nickel Pty Ltd consolidated balance sheet at 18 October 2021 are as
follows:
£'000
Property, plant and equipment 43
Cash 20
Trade and other payables (12)
Total identifiable net assets acquired 51
Goodwill 936
Consideration
Total consideration recorded at market value of debt extinguished 987
Goodwill relates to the accumulated "know-how" and expertise of the business
and its staff. None of the goodwill is expected to be deducted for income tax
purposes. As we complete the purchase price allocation the Company expects to
recognise specific identifiable intangible assets, which may be deductible for
income tax purposes. Any separately identified intangible assets will reduce
the value attributed to goodwill.
The initial accounting for the acquisition of Niugini Nickel Pty Ltd is
incomplete as at the date of these financial statements given the limited
period of time since the acquisition was completed.
· On 8 November 2021, the Company announced that it had agreed with
FPC Electric Land Ltd to extend its 100% rights over the Avonmouth project to
1 February 2022 and is in discussion with Arlington Energy Ltd, regarding
extending the option to lease the site at the Tring Road Project, where Corcel
owns 40%. The extension of the Tring Road lease option was completed after
the period end.
· On 08 November 2021, the Company entered into a new lease
agreement for office space with WeWork Aldwych House. The initial lease runs
from 1 January 2022 through 30 June 2022 and is non-cancellable during this
period. Thereafter, the lease can be terminated by giving one full calendar
month notice.
26. Control
There is considered to be no controlling party.
27. These results are audited, however the information does not
constitute statutory accounts as defined under section 434 of the Companies
Act 2006. The consolidated statement of financial position at 30 June 2021
and the consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and the consolidated cash
flow statement for the year then ended have been extracted from the Group's
2021 statutory financial statements. Their report was unqualified and
contained no statement under sections 498(2) or (3) of the Companies Act 2006.
The financial statements for 2021 will be delivered to the Registrar of
Companies by 31 December 2021.
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