REG - Corcel PLC - Half-year Report
31/03/2022 12:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220331:nRSe7842Ga&default-theme=true
RNS Number : 7842G Corcel PLC 31 March 2022
Corcel PLC
("Corcel" or the "Company")
Half Year Report
31 March 2022
Corcel Plc ("Corcel" or the "Company"), the battery metals and flexible grid
solutions company announces its unaudited half-yearly results for the six
months ended 31 December 2021.
Board Statement
Dear Shareholders,
Corcel plc (the "Company, "Corcel") remains strategically focused on all
aspects of battery metals, spanning both the upstream and downstream alongside
energy generation and storage. Our strategy was conceived two years ago in
anticipation of a structural supply price hike driven by the global push
towards electrification and decarbonisation. Whilst demand for battery
metals continues ever stronger, recent events in Ukraine appear to have also
accelerated the widely predicted supply squeeze. This has resulted in
immediate, significant and potentially permanent structural price increases,
with nickel markets, as an example, having recently hit unprecedented highs.
These events arrive on the back of existing supply constraints and an
acceleration of the energy transition as countries look to increase energy
security, both by reducing hydrocarbon imports and by investing in domestic
low-carbon generation options.
The principal development during the period was the agreement with
Australian-registered Resource Mining Corporation Limited (ASX: RMI) ("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 in Papua
New Guinea. This followed our strategic acquisition of the majority of RMI's
debt during 2020, at a time when it was it was trading at a material discount
to par. The Wowo Gap acquisition has enabled the company to approximately
double its nickel and cobalt resources and exposure at a heavily discounted
price, and begins the journey of building a leading regional battery metal and
nickel /cobalt business.
Following the development of the business over the last two years and
specifically the Wowo Gap acquisition, Corcel is positioned to significantly
benefit from recent market developments. It is therefore moving to
accelerate the development of its two nickel deposits in Papua New Guinea,
including a fast-track Mining Lease application at the Wowo Gap project (where
JORC upgrade work and a Gap Analysis efforts are already ongoing). The
Company further expects the award of a Mining Lease at the Mambare nickel
project during 2022, and offtake discussions continue with Shandong New Powder
COSMO AM&T ("NPC") with a view to supplying nickel to Chinese precursor
plants, for ultimate use in NPC's Chinese cathode plant.
During the last two years the Company has also taken its initial steps towards
building a UK based energy generation and storage business with exposure to
both battery storage and gas peaker plants. The deployment of batteries and
flexible energy generation underpins the variable nature of the production of
clean energies (such as solar and wind), and is therefore a critical enabler
for the energy transition. In building this part of the business, the
Company recognises that it is selectively taking early-stage development risk,
which it looks to mitigate by diversifying across multiple projects with
varying timelines. The Company therefore expects to make further project
acquisitions in this space alongside finalising the ongoing marketing process
to secure project finance for the gas peaker plant portfolio including
Avonmouth and Tring Road.
While the Company did not raise capital during the period, in assessing
alternative funding options, the Board has balanced the often competing
objectives of securing funding certainty, minimising equity dilution and
retaining near term upside exposure. As a result of these funding choices,
the Company remains well funded and has recently refinanced debt obligations
of £1.3M, which expire in Q4 2022. Shortly after the period end, the
Company announced a combination of funding facilities that resulted in up to
an additional £1,050,000 of new funding becoming available to the business,
and of this total, £365,000 was subsequently announced as having
completed.
The Board and I want to thank our shareholders for their support through this
challenging and volatile period spanning both the global pandemic and the
ongoing conflict in Ukraine. The Board is focused on continuing to build
both firm and net asset value based foundations for the future, alongside
accelerating the development of our battery metals deposits.
James Parsons
Executive Chairman
Consolidated statement of financial position
as at 31 December 2021
Notes 31 December 2021 31 December 2020 30 June 2021
Unaudited, £'000 Unaudited, £'000 Audited, £'000
ASSETS
Non-current assets
Investments in associates and joint ventures 6 2,381 1,971 2,380
Exploration and evaluation assets 8 1,067 - -
Goodwill - 29 -
Property, plant and equipment 110 62 62
FVTOCI financial assets 7 1 3 7
FVTPL financial assets 7 72 - 72
Trade and other receivables 1,416 2,310 1,362
Total non-current assets 5,047 4,375 3,883
Current assets
Cash and cash equivalents 50 180 392
Trade and other receivables 178 179 1,215
Total current assets 228 359 1,607
TOTAL ASSETS 5,275 4,734 5,490
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Called up share capital 9 2,746 2,736 2,746
Share premium account 24,161 23,779 24,161
Shares to be issued 75 - 75
Other reserves 2,048 1,117 2,018
Retained earnings (25,245) (23,927) (24,630)
Total equity attributable to owners of the parent 3,785 3,705 4,370
Non-controlling interest - 11 -
Total equity 3,785 3,716 4,370
LIABILITIES
Non-current liabilities
Lease liability - 30 -
Total non-current liabilities - 30 -
Current liabilities
Trade and other payables 218 185 237
Lease liability - 12 -
Short term borrowings 1,272 791 883
Total current liabilities 1,490 988 1,120
TOTAL EQUITY AND LIABILITIES 5,275 4,734 5,490
The accompanying notes form an integral part of these financial statements.
Consolidated statement of income
for the period ended 31 December 2021
Notes 6 months to 31 December 2021 6 months to 31 December 2020
Unaudited, £'000 Unaudited, £'000
Administrative expenses 3 (507) (493)
Impairment of loans and receivables - -
Gain on sale of financial instruments designated as FVTPL - (5)
Exploration expenses - -
Other operating income - 7
Foreign currency gain - -
Finance costs, net (105) (29)
Share of loss of associates and joint ventures (2) (6)
Loss for the period before taxation (614) (526)
Tax expense - -
Loss for the period after taxation (614) (526)
(Loss)/profit for the period attributable to:
Equity holders of the parent (614) (524)
Non-controlling interest - (2)
(614) (526)
Earnings per share
Loss per share - basic, pence 4 0.16 0.23
Loss per share - diluted, pence 4 0.16 0.23
Consolidated statement of comprehensive income
for the period ended 31 December 2021
6 months to 31 December 2021 6 months to 31 December 2020
Unaudited, £'000 Unaudited, £'000
(Loss)/profit for the period (614) (526)
Revaluation of FVTOCI investments 7 (6) (1)
Total comprehensive loss for the period (620) (527)
Total comprehensive loss attributable to:
Equity holder of the Parent (620) (525)
Non-controlling interest - (2)
(620) (527)
The accompanying notes form an integral part of these financial statements.
Consolidated statement of changes in equity
for the period ended 31 December 2021
The movements in equity during the period were as follows:
Share capital Share premium account Shares to be issued Retained earnings Other reserves Total Equity attributable to owners of the Parent Non-controlling interests Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2020 (audited) 2,726 23,032 - (23,403) 908 3,263 13 3,276
Changes in equity for six months ended 31 December 2020
Profit/ (loss) for the period - - - (524) - (524) (2) (526)
Other comprehensive (loss)/income for the period - - - - (1) (1) - (1)
Total comprehensive (loss)/income for the period - - - (524) (1) (524) (2) (527)
Transactions with owners
Issue of shares 10 1,002 - - - 1,012 - 1,012
Share issue and fundraising costs - (45) - - - (45) - (45)
Warrants issued - (210) - - 210 - - -
Total Transactions with owners 10 747 - - 210 967 - 967
As at 31 December 2020 (unaudited) 2,736 23,779 - (23,927) 1,117 3,705 11 3,716
As at 1 July 2021 (audited) 2,726 24,161 75 (24,630) 2,018 4,370 - 4,370
Changes in equity for six months ended 31 December 2021
Profit/ (loss) for the period - - - (615) - (615) - (615)
Other comprehensive (loss)/income for the period - - - - - - - -
Revaluation of FVTOCI investments - - - - (6) (6) - (6)
Total comprehensive (loss)/income for the period - - - (615) (6) (621) - (621)
Transactions with owners
Issue of shares - - - - - - - -
Share issue and fundraising costs - - - - - - - -
Warrants issued - - - - 36 36 - 36
Total Transactions with owners - - - (615) 30 (585) - (585)
As at 31 December 2021 (unaudited) 2,746 24,161 75 (25,245) 2,048 3,785 - 3,785
FVTOCI investments reserve Share-based payments reserve Warrants Foreign currency translation reserve Total other reserves
Reserve
£'000 £'000 £'000 £'000 £'000
As at 1 July 2020 (audited) 1 99 273 535 908
Changes in equity for six months ended 31 December 2020
Other Comprehensive income
Transfer of FVTOCI reserve relating to impaired assets and disposals (1) - - - (1)
Unrealised foreign currency gains arising upon retranslation of foreign - - - - -
operations
Total comprehensive income/(loss) for the period (1) - - - (1)
Warrants issued - - 210 - 210
Total transactions with shareholders - - 210 - 210
As at 30 June 2021 (audited) - 99 483 535 1,117
As at 1 July 2021 (audited) 4 99 1,380 535 2,018
Changes in equity for six months ended 31 December 2021
Other Comprehensive income
Revaluation of FVTOCI investments (6) - - - (6)
Share options granted during the year - - - - -
Warrants granted during the year - - 36 - 36
Unrealised foreign currency gains arising upon retranslation of foreign - - - - -
operations
Total comprehensive income/(loss) for the period (6) - 36 - 30
As at 31 December 2021 (unaudited) (2) 99 1,416 535 2,048
Consolidated statement of cash flows
for the period ended 31 December 2021
Note 6 months to 31 December 2021 6 months to 31 December 2020
Unaudited Unaudited
£'000 £'000
Cash flows from operating activities
(Loss)/profit before taxation (614) (526)
Decrease/(increase) in receivables (14) (68)
Increase in payables (95) 23
Share-based payments 36 -
Finance cost, net 69 29
Share of loss of associates and joint ventures, net of tax 2 6
Net cash flows from operations (616) (536)
Cash flows from investing activities
Proceeds from sale of FVTPL and FVTOCI investments - 14
Additional investments in JVs and investment in associates (3) (34)
Purchase of financial assets carried at amortised cost (31) (355)
Purchase of property, plant and equipment - (62)
Cash acquired on business combination 2 -
Net cash flows from investing activities (32) (437)
Cash flows from financing activities
Proceeds from issue of shares - 738
Interest paid (69) -
Proceeds of new borrowings, as received net of associated fees 475 -
Repayment of borrowings (100) -
Net cash flows from financing activities 306 738
Net decrease in cash and cash equivalents (342) (235)
Cash and cash equivalents at the beginning of period 392 415
Cash and cash equivalents at end of period 50 180
Half-yearly report notes
for the period ended 31 December 2021
1 Company and Group
As at 30 June 2021 and 31 December 2021 the Company had one or more operating
subsidiaries and has therefore prepared full and interim consolidated
financial statements respectively.
The Company will report again for the full year ending 30 June 2022.
The financial information contained in this half yearly report does not
constitute statutory accounts as defined in section 435 of the Companies Act
2006. The financial information for the year ended 30 June 2021 has been
extracted from the statutory accounts of the Group for that year. Statutory
accounts for the year ended 30 June 2021, upon which the auditors gave an
unqualified audit report which did not contain a statement under Section
498(2) or (3) of the Companies Act 2006, have been filed with the Registrar of
Companies.
2 Accounting Polices
Basis of preparation
The consolidated interim financial information has been prepared in accordance
with IAS 34 'Interim Financial Reporting'. The accounting policies applied
by the Group in these condensed consolidated interim financial statements are
the same as those applied by the Group in its consolidated financial
statements as at and for the year ended 30 June 2021, which have been prepared
in accordance with IFRS.
Business combinations
On the acquisition of a subsidiary, the business combination is accounted for
using the acquisition method. In the consolidated statement of financial
position, the acquiree's identifiable assets, liabilities are initially
recognised at their fair values at the acquisition date. The cost of an
acquisition is measured as the aggregated amount of the consideration
transferred, measured at the date of acquisition. The consideration paid is
allocated to the assets acquired and liabilities assumed on the basis of fair
values at the date of acquisition. The results of acquired operations are
included in the consolidated statement of comprehensive income from the date
on which control is obtained.
If the cost of acquisition exceeds the identifiable net assets attributable to
the Group, the difference is considered as purchased goodwill, which is not
amortised but annually reviewed for impairment. In the case that the
identifiable net assets attributable to the Group exceed the cost of
acquisition, the difference is recognised in profit or loss as a gain on
bargain purchase.
If the initial accounting for a business combination cannot be completed by
the end of the reporting period in which the combination occurs, only
provisional amounts are reported, which can be adjusted during the measurement
period of 12 months after acquisition date.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses.
3 Administrative expenses
6 months to 6 months to
31 December 2021 31 December 2020
Unaudited Unaudited
£'000 £'000
Staff Costs:
Payroll 220 220
Pension 10 10
Share based Payments -Staff - -
Consultants - 10
Staff Welfare - -
HMRC / PAYE 26 26
Total: 256 266
Professional Services:
Accounting 43 26
Legal 11 26
Business Development - -
Marketing & Investor Relations 20 43
Funding costs - 9
Other 12 34
Total: 86 138
Regulatory Compliance 55 57
Travel 4 2
Office and Admin Costs:
General 18 8
IT costs 5 4
Depreciation - -
Rent - Main Office 6 12
Insurance 77 6
Total: 106 89
Total administrative expenses 507 493
4 Loss per share
The following reflects the loss and share data used in the basic and diluted
profit/(loss) per share computations:
6 months to 6 months to
31 December 2021 31 December 2020
Unaudited Unaudited
Loss attributable to equity holders of the parent company, in Thousand 614 524
Sterling (£'000)
Weighted average number of Ordinary shares of £0.0001 in issue, used for 384,787,602 225,302,423
basic and diluted EPS
Loss per share - basic and diluted, pence 0.16 0.23
At 31 December 2021 and at 31 December 2020, the effect of all the instruments
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 that could potentially dilute basic EPS in the future,
but were not included in the calculation of diluted EPS because they are
anti-dilutive for the periods presented:
6 months to 6 months to
31 December 2021 31 December 2020
Unaudited Unaudited
Share options granted to employees - total, of them 6,215,334 6,212,534
- Vested at the end of the reporting period 125,000 122,900
- Not vested at the end of the reporting period 6,090,334 6,089,634
Warrants given to shareholders as a part of placing equity instruments - not 141,999,329 98,339,078
all conditions met and/or out of the money
Total number of instruments in issue not included into the fully diluted EPS 148,214,663 104,551,612
calculation
5 Segmental analysis
Since the last annual financial statements, the Group has re-considered its
operational segments.
For the six-month period to 31 December 2021 Battery Metals (Nickel and Vanadium) Flexible Grid Solutions (FGS and WDD) Corporate and unallocated
Total
£'000 £'000 £'000 £'000
Revenue - - - -
Result
Segment results (5) (24) (480) (509)
Loss before tax and finance costs
Finance costs - - (105) (105)
Loss for the period before taxation
Taxation expense - - - -
Loss for the period after taxation (5) (24) (585) (614)
Total assets at 31 December 2021 4,497 487 291 5,275
For the six-month period to 31 December 2020 Battery Metals (Nickel and Vanadium) Flexible Grid Solutions Corporate and unallocated
Total
£'000 £'000 £'000 £'000
Revenue - - - -
Result
Segment results (10) (30) (454) (494)
Loss before tax and finance costs
Finance costs - (30) (30)
Loss for the period before taxation
Taxation expense - - - -
Loss for the period after taxation (524)
Total assets at 31 December 2020 4,281 158 295 4,734
6 Investments in associates and joint ventures
31 December 2021 31 December 30 June
Unaudited 2020 2021
£'000 Unaudited Audited
£'000 £'000
At the beginning of the period 2,380 1,947 1,947
Additional investments in JVs 3 30 439
Share of loss for the period using equity method (2) (6) (6)
At the end of the period 2,381 1,971 2,380
7 Financial assets
31 December 2021 31 December 30 June
Unaudited 2020 2021
£'000 Unaudited Audited
£'000 £'000
FVTOCI financial instruments at the beginning of the period 7 4 4
Disposals - - -
Revaluations and impairment (6) (1) 3
FVTOCI financial assets at the end of the period (unaudited) 1 3 7
31 December 2021 31 December 30 June
Unaudited 2020 2021
£ Unaudited Audited
£ £
FVTPL financial instruments at the beginning of the period 72 5 5
Additions 72
Disposals - (5) (5)
FVTPL financial assets at the end of the period (unaudited) 72 - 72
8 Business Combination - Niugini Nickel Pty Ltd
On 18 October 2021 the Company, via its 100% owned subsidiary Corcel
Australasia Pty Ltd, completed the acquisition of 100% of the shares in
Niugini Nickel Pty Ltd ("NN") from Resource Mining Corporation Pty Ltd
("RMC"). Consideration paid by the Company for the acquisition of NN was the
forgiveness of the corporate debt held by the Company and payable by RMC
totalling AUD 4,761,087. The Company has accounted for the fair value of
this consideration based on the cost to acquire the debt, at a substantial
discount to face value, plus transaction costs. As at 18 October 2021 the
total cost of acquisition of the debt payable by RMC stood at £1,013,302.
The Company has determined the fair value of the assets and liabilities of NN
to be recognised in these consolidated interim financial statements as
follows:
Fair value recognised on acquisition
£(000's)
Assets
Cash 2
Receivables 15
Property, plant and equipment 47
Exploration and evaluation assets 1,067
Total Assets 1,131
Liabilities
Trade and other payables (63)
Non current loans payable (55)
Total liabilities (118)
Total identifiable net assets at fair value 1,013
Purchase consideration 1,013
9 Share Capital of the company
The share capital of the Company is as follows:
Number of shares Nominal, £'000
Allotted, issued and fully paid
Deferred shares of £0.0009 each 1,788,918,926 1,610
A Deferred shares of £0.000095 each 2,497,434,980 237
B Deferred shares of £0.000099 each 8,687,335,200 860
Ordinary shares of £0.0001 each 384,787,602 39
As at 1 July 2021 (Audited) and 31 December 2021 (Unaudited) 2,746
10 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.
11 Events after the reporting period
Shandong New Powder COSMO AM&T ("NPC") - MOU on Nickel Offtake Agreement
On 10 January 2022, the Company announced that it had executed an MOU with NPC
for the entering into a nickel offtake agreement for up to 0.5 Mt per annum,
to be supplied from the Company's Mambare and Wowo gap nickel projects in
Papua New Guinea. The term of the MOU is 12 months, during which time both
parties will seek to negotiate a binding offtake agreement, intended to
operate for a period of 3-5 years.
Avonmouth and Tring Road Gas Peaker Project Extensions
On 4 February 2022, the Company announced that its rights to participate in
the Avonmouth and Tring Road Gas Peaker projects had each been extended, by
mutual indication and formal lease extension respectively, to allow the
parties more time to conclude the financing arrangements necessary to take the
projects to financial close and then construction.
Debt Conversion, Funding & Refinancing and Equity Share Agreement
On 21 February 2022, the Company announced the restructuring of a portion of
its existing debt facility with Align Research and Riverfort Global
Opportunities PCC Limited (the "Funding Parties") including:
· Entering into of a new debt facility of up to £450,000 - including
the issuance of warrants exercisable at £0.015
· Entering into an Equity Share Agreement for up to £600,000 with a
floor price of £0.015
· Conversion of £135,000 of the existing drawn down debt with the
Funding Parties and
· Refinancing of £270,000 of drawn down debt to mature at the end of
October 2022
The conversion, refinancing, new debt facility and new equity share facility
has resulted in up to an additional £1,050,000 of new funding becoming
available to the Company with the majority of the existing debt refinanced to
October 2022.
On 16 March 2022, the Company further announced that the £135,000 debt
previously agreed to be converted, plus an additional amount of £35,000 due
30 April 2022, was converted into 11,333,333 Company shares. This left
£270,000 of debt due for settlement by the end of October 2022 and £100,000
due for settlement on 30 April 2022.
T-4 Capacity Market Auction
On 24 February 2022 the Company announced that its Avonmouth gas peaker
project had been provisionally awarded a 15-year Capacity Market contract with
National Grid, for commencement in 2025/26. The clearing price of the
auction was £30.59/kW/annum which, following formal award and completion of
the peaker project, would equate to approx. £1.5 million per annum in revenue
for the 50MW project.
Debt Conversion and Option Awards
On 28 February 2022, the Company announced that £128,586 of Company debt held
by C4 Energy Limited, a company controlled by the Company's chairman Mr James
Parsons, had agreed to convert the entirety of its holding of Company debt
into 8,572,400 new ordinary shares in the Company with an 18-month lock-in
period.
Also on 28 February 2022, the Company announced the issuance of 20,606,278
options to subscribe for Company shares at a strike price of £0.017 per share
and for an exercise period of 5 years. The Options vest only after both (a)
the awarding of a mining lease at the Company's Mambare Nickel project in
Papua New Guinea and (b) following 3 years of the date of grant.
Equity Fundraising
On 16 March 2022 the Company announced that it had raised a further £365,000
in funding by the placing of 24,333,332 new ordinary shares in the Company at
a price of £0.015 per share.
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 for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR BGGDXDUXDGDBRecent news on Corcel
See all newsREG - Corcel PLC - TR-1: Notification of major holdings
AnnouncementREG - Corcel PLC - TR-1: Notification of major holdings
AnnouncementREG - Corcel PLC - Director/PDMR Shareholding
AnnouncementREG - Corcel PLC - Director/PDMR Shareholding
AnnouncementREG - Corcel PLC - Corcel Consolidates KON16 Interest & Secures $2.5M
Announcement