REG - ECR Minerals PLC - Audited Financial Results
31/03/2025 07:15
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RNS Number : 7922C ECR Minerals PLC 31 March 2025
31 March 2025
ECR MINERALS plc
("ECR Minerals", "ECR" or the "Company")
Audited Financial Results for Year Ended 30 September 2024
Annual Report
Notice of AGM
ECR Minerals plc (LON: ECR), the exploration and development company focused
on gold in Australia, is pleased to announce the publication of its audited
financial statements for the twelve months ended 30 September 2024 ("FY
2024").
Copies of the Annual Report and Accounts for FY 2024 with the notice of annual
general meeting are being posted to shareholders and will shortly be available
on the Company's website at https://www.ecrminerals.com
(https://www.ecrminerals.com) .
The Company intends to hold its annual general meeting at 11.00
am on Wednesday 23 April 2024 at the offices of Allenby Capital Limited,
5(th) floor, 5 St. Helen's Place, London EC3A 6AB.
Below is an extract from comments made by Chairman Nick Tulloch in the Annual
Report and Accounts for FY 2024:
"During 2024 we have significantly advanced our assets across the group
through an acceleration of pace and a diligent assessment of our portfolio.
These efforts have produced considerable opportunity - promising results from
Tambo, Lolworth and Creswick give us plenty of follow up opportunities but it
is perhaps Blue Mountain, where we have the opportunity to commence production
later in the year, that provides the nearest revenue opportunity.
Finally, my thanks to our shareholders for supporting us. There is
considerable cause for optimism as we enter 2025. We will continue to
investigate the potential to bring Blue Mountain into production, whilst also
advancing our other assets. Alongside that our policy of keeping a tight
rein on costs is unchanged. I look forward to reporting back to you with
further progress."
Financial Summary for Year Ending 30 September 2024
For the year to 30 September 2024, the Group recorded a total comprehensive
loss attributable to shareholders of the Company of £1,183,181, a decrease
compared with £1,772,670 for the year to 30 September 2023. The largest
contributor to the total comprehensive loss was the administrative expenses.
The Group's net assets as at 30 September 2024 were £5,240,546 in comparison
with £5,012,403 at 30 September 2023.See below for detailed financial
statements and the Chairman's review for the period ended 30 September 2024.
Market Abuse Regulations (EU) No. 596/2014
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.
Review of Announcement by Qualified Person
This announcement has been reviewed by Adam Jones, Chief Geologist at ECR
Minerals Plc. Adam Jones is a professional geologist and is a Member of
the Australian Institute of Geoscientists (MAIG). He is a qualified person
as that term is defined by the AIM Note for Mining, Oil and Gas Companies.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals Plc Tel: +44 (0) 1738 317 693
Nick Tulloch, Chairman
Andrew Scott, Director
Email:
info@ecrminerals.com
Website: www.ecrminerals.com
(http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.ecrminerals.com%2F&esheet=51817334&newsitemid=20180605005810&lan=en-US&anchor=www.ecrminerals.com&index=1&md5=820ad49dc1fc2c84a0538453c017bc1b)
Allenby Capital Limited Tel: +44 (0) 3328 5656
Nominated Adviser info@allenbycapital.com (mailto:info@allenbycapital.com)
Nick Naylor / Alex Brearley / Vivek Bhardwaj
Axis Capital Markets Limited Tel: +44 (0) 203 026 0320
Broker
Lewis Jones
SI Capital Ltd Tel: +44 (0) 1483 413500
Broker
Nick Emerson
Brand Communications Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green
ABOUT ECR MINERALS PLC
ECR Minerals is a mineral exploration and development company. ECR's wholly
owned Australian subsidiary Mercator Gold Australia Pty Ltd ("MGA") has 100%
ownership of the Bailieston and Creswick gold projects in central Victoria,
Australia, has six licence applications outstanding which includes one licence
application lodged in eastern Victoria (Tambo gold project).
ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd ("LUX")
which has three approved exploration permits covering 946 km(2) over a
relatively unexplored area in Lolworth Range, Queensland, Australia. The
Company has also submitted a license application at Kondaparinga which is
approximately 120km(2) in area and located within the Hodgkinson Gold
Province, 80km NW of Mareeba, North Queensland.
Following the sale of the Avoca, Moormbool and Timor gold projects in
Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the
subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd
(TSX-V: LVX), MGA has the right to receive up to A$2 million in payments
subject to future resource estimation or production from projects sold to
Fosterville South Exploration Limited.
MGA also has approximately A$75 million of unutilised tax losses incurred
during previous operations.
ECR is also in exclusive negotiations to acquire Maximus Minerals Ltd for
£500,000 along with exercising that company's option over the Cat Key
advanced gold project for C$600,000. The consideration, if the transaction
completes, will be settled in new ECR shares, issued at no less than 0.33
pence per share.
Glossary
Ag: Silver
Au: Gold
b.c.m: Bank cubic metres (Metric)
g/t: Grammes per Tonne (Metric)
km: Kilometres (Metric)
km²: Kilometre squared (Metric)
M: Metres (Metric)
oz: troy ounces
ppb: Parts per billion
ppm: Parts per million
pXRF: portable x-ray fluorescence
Sb: Antimony
Sq: Square (Metric)
ECR Minerals plc | Annual Report 2024
CHAIRMAN'S REVIEW For the period ended 30 September 2024
It is a pleasure to present ECR's annual report and accounts for the year to
30 September 2024. Having joined the company, along with Mike Whitlow, just
two weeks before the beginning of the year, it is probably no surprise that my
commentary and assessment of the company's performance and opportunities looks
forward from that date. We have made no secret of the fact that ECR, when we
took up our roles in September 2023, was in a difficult place financially.
We addressed that immediately with a fundraising that month and I am pleased
to report that, today, the health of the company could not be more different.
We have a strong balance sheet, having completed further successful fundraises
in April and December 2024. We have also strengthened it further with the
sale of our surplus land at Brewing Lane in Victoria for A$225,000. Far more
significantly, we have the potential to strengthen our balance sheet further
via our process for the potential sale of our wholly-owned subsidiary,
Mercator Gold Australia Pty Ltd ("MGA"). MGA holds certain of ECR's
exploration assets in Victoria as well as A$75 million of unutilised tax
losses. I cover both of these later in my report.
I said last year that Mike and I had carried out a detailed examination of
ECR's assets and business on our appointment and, during the year under review
and ongoing, we have undertaken several campaigns to develop our extensive
portfolio with very pleasing results.
The stand out success is Blue Mountain, a licence acquired in April 2023 but,
until last year, one which had not featured in any of ECR's work programmes.
However, following a trenching programme, we commissioned Gekko Systems Pty
Limited ("Gekko") to carry out a single stage gravity recoverable gold ("GRG")
test and sighter leach test on samples of the ore collected at Blue
Mountain. This demonstrated a recovery rate of 91.7% gold into 0.40% of the
mass and suggested that the ore located at Blue Mountain is suitable for
gravity concentration using a batch centrifugal concentrator ("BCC"). If
these results are repeatable across the project area, then ECR may have a
viable commercial gold resource and that a production plant could potentially
be established on site. Much of our focus in the first half of 2025 is
intended to be devoted to developing a plan to bring Blue Mountain into
production.
Small-cap resources companies invariably focus on proving an opportunity
before bringing in a larger partner, either through sale or farm out, to
undertake the commercial operations. As with so much else that we have done,
we are not afraid to undertake this work ourselves, if necessary, for the
greater benefit of our shareholders.
I had a productive visit to Australia in January of this year which included
two days at Blue Mountain with ECR's Chief Geologist Adam Jones and Consultant
Geologist Mike Parker. It doesn't come across in photographs or indeed
commentary in our announcements but the scale of the tenement is instantly
impressive. The first thought that may come to mind about an alluvial
resource is a single waterway but in fact Blue Mountain is a series of gullies
and the markings of historical workings points that we are in the right place.
Away from Blue Mountain, and underlining one of ECR's biggest advantages -
namely an extensive portfolio of assets, we reported improved gold grades at
Creswick following a reverse circulation drilling programme. We also
re-examined historic drilling core from Bailieston for antimony, a metalloid
which saw a 200% price increase in 2024, and reported a best result of 32%
over 0.3 metres. Meanwhile results at Lolworth, our largest project area,
generated interest from third parties with the Geological Survey of Queensland
and then James Cook University approaching us to conduct studies in the
area. Their work is not only an endorsement of our efforts but will also
provide valuable insight into opportunities within the project without ECR
needing to commit its own cash resources.
Following the year end, our maiden diamond drilling campaign at Tambo provided
valuable structural data, particularly beneath and adjacent to the historical
Duke of Cornwall mine workings. This and all of our activities are examined
in further detail below.
During the year the board underwent some changes. David Tang, our former
Chairman, resigned in July 2024 and, in December 2024, Dr Trevor Davenport,
who worked with us for three years, announced his retirement. My thanks go
to them both. It would be an understatement to say they guided ECR through a
very challenging period and our company has come through that and now stands
in a strong position.
I said last year that two of the tasks that Mike and I set ourselves in
September 2023 was to carry out a full investigation of our assets and
reconnect the Company with its investor base. The former is hopefully
evidenced by my comments above and the latter by our increased news flow,
coupled by social media, interviews, videos and other investor interaction.
The job is far from done yet but I hope investors will recognise the ongoing
efforts being made to drive shareholder value.
It was important to the board as a whole that we demonstrated our conviction
to shareholders by accepting remuneration in shares. A salary sacrifice
scheme was in operation throughout the year and, together through my and
Mike's own arrangements whereby almost 90 per cent. of our remuneration is
based in ECR shares. To date, the board has sacrificed or settled £383,000 of
remuneration in return for 160,291,866 new ordinary shares.
Gold prices have been very strong since the start of our financial year in 1
October 2023, rising by around 50 per cent. since that date. This has
renewed investor interest in gold explorers and producers as well as created
opportunities around potential projects. We expect the natural extension of
this to be increased merger and acquisition activity and we will ensure we are
well positioned to examine prospects as they present themselves.
DISPOSALS OF NON-CORE ASSETS
In November 2024, we announced that we had accepted in principle an offer for
the 20 acres of land that we own at Brewing Lane in Victoria for A$225,000.
The land formed part of our Creswick tenements but the sale does not affect
the mineral rights. The sale completed in March 2025 and funds have been
received.
Far more significant to ECR is our process for the potential sale of MGA.
Over the past 20 years, MGA has accumulated over A$75 million of tax losses in
Australia which, according to advice received by the Company in 2024, in the
hands of a business generating profits, could have a value of A$18 - A$22
million, depending on that business' applicable tax rate, as announced on 2
July 2024.
Tax losses cannot be sold on their own and will always remain within the
company that incurred them. The solution to realise value therefore is to
sell MGA to a larger group which can combine it with its other operations.
As MGA is our principal operating subsidiary in Australia, holding our three
tenements in Victoria as well as being our main contracting entity, some
pre-sale restructuring will be required so that we can retain what we need.
We appointed Argonaut PCF Ltd to handle the sale of MGA and, almost
immediately, we were pleasantly surprised by the level of interest. On 1
November 2024, we announced that we had entered into exclusivity with Octo
Holdings Pty Ltd ("Octo") and later that year we signed a non-binding heads
of terms in relation to a proposed sale of MGA for a total cash consideration
of A$4.5 million. As we have said on several occasions, a tax loss sale is
complicated. Aside from usual M&A matters, the buyer will understandably
want a level of confidence in the future usability of the losses as well as
carrying out all the due diligence typical on any sale.
As we continued to work through the process with Octo, we were pleased to
receive continued interest in MGA thereby giving us further options to realise
value if necessary. The structure of the proposed transaction with Octo was
to include our Bailieston tenements as part of the sale and we believe this
ongoing interest in MGA is driven in part by rising antimony prices and
growing global interest in the strategic importance of the metal as Bailieston
has shown some very high grades of antimony in a previous drilling campaign.
After two extensions to the sale process with Octo, we called time on it at
the end of February 2025 and terminated the non-binding heads of terms. Octo
needed to complete a second transaction, independently from MGA, and it became
apparent that their timetable was uncertain. With the ongoing third party
approaches and the global interest in antimony, we took a difficult - but we
firmly believe correct - decision to widen conversations and our thinking on
our Victorian assets and tax losses, including investigating a drilling
campaign at Bailieston.
QUEENSLAND
Lolworth Project
At approximately 900 km2 in total, our Lolworth Project represents our largest
tenement by land size. Given its enviable location, it is perhaps surprising
that the area has seen little modern exploration despite the presence of gold
in the nearby area. The rocks of the Lolworth area were always considered by
ECR to be similar to the host rocks in the nearby and well-known gold rich
provinces of Charters Towers and Ravenswood and results from this year's work
have gone some way to evidence the geological resemblance.
Our exploration to date has identified multiple gold bearing streams within
the area. The work has led back to potential sources of mineralisation at
prospective locations known as Reedy-Butterfly Creek, Upper Gorge Creek and
Flaggy Creek. Stream sampling has also shown the presence of Niobium-
Tantalum, Neodymium and Rare Earth Element (REE) mineralisation with the best
indicators at Oak Creek.
Rock chip samples announced in October 2024 showed highest-grade gold results
of 11.05, 14.15 and 14.7 g/t Au, with 23 rock chips returning silver grades
greater than 10 g/t Ag and with six samples exceeding 50 g/t Ag. Trenching
at the Gorge Creek West Prospect has identified broader zones of gold
mineralisation, including best grades of 11.05, 3.72 and 4.82 g/t Au within a
quartz shear zone, and newly-discovered gold-bearing veins identified near
Gorge Creek West and Uncle Terry prospects.
These results followed our programme of soil sampling in the middle of the
year where 41 samples returned results equal to, or greater than, 0.05 ppm Au
(Gold) at the Dagwood Prospect including four results above 1.00 ppm Au. 15
samples returned results greater than 0.05 ppm Au from the Gorge Creek
Diggings Prospect with a best result including 16.85 ppm Au.
These follow on from last year's highlights where Reedy Creek returned best
rock chips of 22g/t with stream samples of 205 PPM; Gorge Creek returned rock
chips of up to 13.75g/t with stream samples of 1,395 PPM; and Butterfly Creek
reported stream samples of 962 PPM.
It is pleasing to see that our efforts have not gone unnoticed and, in
September 2024, we were approached by the Geological Survey of Queensland
("GSQ") to undertake an evaluation of the critical minerals potential at
Lolworth. A site visit, which included mapping and the collection of rock chip
samples, took place predominantly at the Oaky Creek prospect in the
central-north area of the Lolworth Project. Stream sampling in this area has
previously detected Niobium in concentrate samples. Geochemical analysis will
be carried out by the GSQ on pegmatites to better understand their fertility
for hosting critical minerals, in particular Niobium and Tantalum.
Then on 29 November 2024, we announced that we had entered into a
collaboration agreement with James Cook University in Queensland, a leading
local institution in science and engineering research, to further explore the
potential for rare earth elements within the Lolworth Project area.
The collaboration will see the university recruit post-doctoral researchers
and PhD students to form a dedicated team to analyse and interprete the
mineral data from the area to enhance the understanding of its REE
potential. All data generated will be shared with ECR, further strengthening
our technical insights into the project.
Kondaparinga Licence
As announced in October 2023, we took the decision to terminate the proposed
"Hurricane" acquisition and shortly ahead of that applied for EPM28910 at
Kondaparinga. This area is situated close to the original geological features
that first bought Hurricane to our attention. Significantly, it is also twice
the size of Hurricane. We are working through the process for the licence to
be granted and we expect to have this concluded this year.
Blue Mountain Project
As I said above, standing out from all of our other successes this year is
Blue Mountain. Acquired in 2023, no work was carried out until this year.
Previous testing of the alluvial ground on South Kariboe Creek and Denny's
Gully is evidenced by the remains of old pits within the creek. A historic
(non-JORC) report within this region for the South Kariboe Creek and Denny's
Gully prepared by Normin Consultants Pty Ltd estimates a potential 1,426,800
bank cubic metre (b.c.m) at 0.60 grammes per b.c.m. implying 27,526 oz Au.
In July 2024 we completed eight test trenches on the upper reaches of South
Kariboe Creek. A total of 15.4 cubic metres of alluvial gravel was processed
through a pilot trommel wash plant, yielding 9.95 grammes of visible gold, an
overall average of 1.55 grammes per b.c.m. which was significantly higher than
previous estimates.
In addition, six bulk samples of concentrates were submitted for laboratory
analysis and the best results included 192.15 g/t, 97.40 g/t and 33.19 g/t Au
within these concentrates.
But the best news was still to come. We commissioned Gekko to carry out a
GRG test and sighter leach test on samples of the ore collected at Blue
Mountain. The GRG test work demonstrated a recovery rate of 91.7% gold into
0.40% of the mass. These findings suggest that the ore located at Blue
Mountain is suitable for gravity concentration using a batch centrifugal
concentrator ("BCC"). If these results are repeatable across the project
area, then ECR may have a viable commercial gold project and that a production
plant could potentially be established on site.
It is important to note that, unlike other ECR projects, the Blue Mountain
Project is based on an alluvial gold system. Gold is therefore found at or
near the surface, meaning that the mining techniques used to extract any
minerals are not associated with high capital expenditure that other projects
may have, for example, where higher gold grades are located at great depth.
Future production at the Blue Mountain Project would most likely be undertaken
through gravity concentration of near-surface ore.
VICTORIA
ECR's operational hub remains in Bendigo, in Victoria, Australia, and from
here our field and drill team have continued to progress our projects at
Creswick, Bailieston and Tambo.
Creswick
Historically, a considerable amount of investor interest has centred on our
Creswick project. There is good reason for this interest. Creswick sits in
an impressive "postcode" with numerous historic production sites in the
vicinity and, more recently, growing interest again in Victoria as a
gold-producing region.
In the first half of the year, we returned to drill at Creswick, this time at
Davey Road and Kuboid Hill. The reverse circulation ("RC") drilling
programme completed 522 metres at Davey Road and 1,032 metres at Kuboid Hill.
At Davey Road, we reported a best overall grade gold of 41.03g/t Au over one
metre. The Kuboid Hill programme led to different, and possibly more
significant, findings with the drilling campaign demonstrating quartz/gold
mineralisation continuity in the Creswick area. This was indicated in
several holes where contiguous gold is present at 3.05g/t Au over 3 metres,
2.25g/t Au over 4 metres and 1g/t Au over 5 metres, comparing very favourably
with historical mining operations elsewhere in Victoria with broad
mineralisation where those grades averaged around 0.7 g/t Au.
Once completed, bulk sampling at Kuboid Hill revealed higher gold content than
from the initial analysis. This was anticipated because of the presence of
coarse gold in the area. Five bulk samples are now evidencing significant
intercepts, the most prominent of which is an increase from 1m @ 1.04 g/t Au
to 1m @ 8.37 g/t Au in hole KHRC005 from 17m depth. These findings support the
presence of higher-grade gold pockets within a broader low-grade
mineralisation halo at Kuboid Hill which differs from Davey Road's narrow
vein, higher-grade style of mineralisation. The results provide encouragement
that similar mineralisation styles exist within the Creswick license area.
Bailieston
We concluded a successful stream sampling programme at Bailieston earlier in
the year, which produced best results of 798 ppb Au and 712 ppb Au. But far
more significantly we took the decision to re-analyse the core from our
previous drilling in 2020-21 at the HR3 prospect at Bailieston for antimony.
The Costerfield-Bailieston-Nagambie district is noted for economic veins of
antimony and elevated antimony had been observed from previous pXRF
analysis of the drill core. Antimony is classified as a critical mineral
by the Australian Government and by many other major economies and, in the
past year, has seen a 200% price increase.
As part of ECR's drilling programme in 2021-2022 at Bailieston, all diamond
drill core underwent regular analysis using a handheld pXRF unit. The data was
subsequently analysed for antimony concentrations exceeding 2,000 ppm Sb. 44
samples were chosen and forwarded to OSLS Laboratory in Bendigo for
comprehensive multi-element analysis (ME-ICP). Samples returning Sb higher
than 4,000 ppm are tested for higher Sb concentrations by XRF method.
The best sample returned an antimony result of 0.3m @ 32% Sb while a further
11 samples returned anomalous results greater than 0.1% Sb.
As explained above, a step out drilling programme at Bailieston is now being
planned and we expect to provide some further updates in due course.
Tambo
Shortly after the financial year end, we embarked on and completed a diamond
drilling campaign at Tambo consisting of five diamond drill holes a total
depth of 428 metres. Previous rock chip assays from direct outcrop and
exposures around and within the old workings include results of 22.85 g/t Au,
26.25 g/t Au and 52.2 g/t Au coupled with highly anomalous gold in soils.
The drilling campaign's objective was to investigate the structural controls
on gold mineralisation and associated geochemical haloes, particularly beneath
and adjacent to the historical Duke of Cornwall mine workings. Best results
from the overall programme include 0.4 metres @ 8.51 g/t Au from Drill Hole
DOCD002 and 0.15 metres at 10.6 g/t Au from Drill Hole DOC004.
The campaign provided valuable structural data, confirming the association of
gold mineralisation with quartz veining adjacent to the main shear zone. A
secondary control, possibly plunging concentrations of mineralisation along
strike, is starting to be evidenced by the drilling and will be studied in
more detail. The Duke of Cornwall Lode system remains largely untested, with
approximately 80% of its strike length unexplored.
Importantly, the drilling campaign successfully demonstrated that
mineralisation continues at depth below the old mine workings in key areas and
considerably enhanced our geological understanding of the prospect. This
year we intend to design a follow-up drilling campaign focusing on deeper
exploration beneath the high-grade zones identified in DOCD002 and DOCD004 as
well as incorporating the structural and geochemical insights gained to
explore central portions of the Lode, which remain prospective for gold
mineralisation.
OTHER ASSETS
Avoca and Timor Exploration Licence Royalties
In April 2020, the Group's subsidiary Mercator Gold Australia Pty Ltd entered
into an agreement for the sale of the Avoca and Timor exploration licences. A
cash payment of US$500,000 was received at the time and ECR continues to be
entitled to:
1. A further payment of A$1 for every ounce of gold or gold
equivalent of measured resource, indicated resource or inferred resource
estimated within the area of one or more of the licences in any combination or
aggregation of the foregoing, up to a maximum of A$1,000,000 in aggregate; and
2. A further payment of A$1 for every ounce of gold or gold
equivalent produced from within the area of one or more of the licences, up to
a maximum of A$1,000,000 in aggregate.
No payments under the Avoca and Timor exploration licence royalties were
received in the year.
SLM Gold Project Royalties
In February 2020, the Company sold its wholly owned Argentine subsidiary,
Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. ECR
retained a royalty of up to 2 per cent. to a maximum of US$2.7 million in
respect of future production from the SLM gold project. The Directors have
since been made aware that operations at the SLM gold project have ceased and
consequently, although the royalty remains valid, they no longer consider this
to be a meaningful asset of the Company.
Asset Review
As the Group is not generating revenue from operations, the Directors consider
that profit and loss is a metric of less utility than in many other
businesses. For the year to 30 September 2024 the Group recorded a total
comprehensive loss of £1,183,181 compared with £1,772,670 for the year to 30
September 2023. This is reflected principally by administrative expenses.
The Group's net assets at 30 September 2024 were £5,240,546 in comparison
with £5,012,403 at 30 September 2023.
During the year, ECR committed the majority of its capital to drilling
campaigns and exploration activities. However, the Company raised £580,000
before expenses in October 2023 and a further £585,000 before expenses in
April 2024. Furthermore a subscription to raise £950,000 before expenses at
0.33 pence per ordinary share was completed in December 2024. Importantly,
we are now fully funded for our planned 2025 programme.
In October 2023, a cross-board salary sacrifice scheme in lieu of shares was
agreed to further save cash. To date, the Board has sacrificed or settled
£383,000 of salary in return for 160,291,866 new ordinary shares.
Throughout the year we have continued to find additional measures to preserve
cash going forward. In April 2024 we closed our London office, reducing
headcount accordingly. We also made consequent savings on IT and document
storage.
Most recently, and after the year end, we accepted and completed an offer of
A$225,000 for the proposed sale of its surplus land at Brewing Lane in
Victoria, Australia.
It is no secret that 2023 was a difficult year for ECR with a falling share
price and capital constraints. However, during 2024 we have significantly
advanced our assets across the group through an acceleration of pace and a
diligent assessment of our portfolio. These efforts have produced considerable
opportunity - promising results from Tambo, Lolworth and Creswick give us
plenty of follow up opportunities but it is perhaps Blue Mountain, where we
have the opportunity to commence production later in the year, that provides
the nearest revenue opportunity.
Finally, my thanks to our shareholders for supporting us. There is
considerable cause for optimism as we enter 2025. We will continue to
investigate the potential to bring Blue Mountain into production, whilst also
advancing our other assets. Alongside that our policy of keeping a tight
rein on costs is unchanged. I look forward to reporting back to you with
further progress.
FINANCIAL STATEMENTS:
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME:
For the year ended 30 September 2024
Year ended Year ended
30 September 2024 30 September 2023
Note £ £
Continuing operations
Other administrative expenses (1,071,671) (1,320,357)
Impairment of tangible assets (155,262) -
Gain / (Loss) on other current assets 29,597 (149,282)
Gain / (Loss) on disposal of assets 7,500 (4,233)
Impairment of investments - (112,928)
Share based payment - (156,380)
Currency exchange differences 365 (6,049)
Total administrative expenses (1,189,471) (1,749,229)
Operating loss 3 (1,189,471) (1,749,229)
Assets held at fair value through profit and loss 832 (34,695)
(1,188,639) (1,783,924)
Financial income 7 5,458 3,111
Other income - 8,142
Finance income and costs 5,458 11,253
Loss for the year before taxation
(1,183,181) (1,772,670)
Income tax 5 - -
Loss for the year from continuing operations (1,183,181) (1,772,670)
Loss for the year - all attributable to owners of the parent (1,183,181) (1,772,670)
Earnings per share - basic and diluted
On continuing operations 4 (0.07)p (0.15)p
The period to which this consolidate statement of comprehensive income applies
was the 12-month period from 1 October 2023 to 30 September 2024.
There was no other comprehensive income in the period. All activities relate
to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2024
Year ended Year ended
30 September 2024 30 September 2023
£ £
Loss for the year (1,183,181) (1,772,670)
Items that may be reclassified subsequently to profit or loss
(Loss)/gain on exchange translation (95,513) (360,099)
Other comprehensive gain for the year (95,513) (360,099)
Total comprehensive loss for the year (1,278,694) (2,132,769)
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION:
For the year ended 30 September 2024
Group Company
30 September 30 September 30 September 30 September
Note 2024 2023 2024 2023
£
£
£ £
Assets
Non-current assets
Property, plant and equipment 8 154,090 567,672 3,284 7,297
Investments in subsidiaries 9 - - 1 1
Intangible assets 10 4,808,440 4,420,597 347,984 347,984
Other receivables 11 - - 4,416,421 4,005,390
4,962,530 4,988,269 4,767,690 4,360,672
Current assets
Trade and other receivables 11 91,983 85,383 1,207,838 1,065,853
Financial assets at fair value through profit or loss 9 - 10,390 - 10,390
Cash and cash equivalents 12 281,368 82,462 247,393 6,589
373,351 178,235 1,455,231 1,082,832
Total assets 5,335,181 5,166,504 6,222,921 5,443,504
Current liabilities
Trade and other payables 14 95,335 154,101 66,373 101,042
Total liabilities 95,335 154,101 66,373 101,042
Net assets 5,240,546 5,012,403 6,156,548 5,342,462
Equity attributable to owners of the parent
Share capital 13 11,299,263 11,292,415 11,299,263 11,292,415
Share premium 13 55,695,387, 54,195,398 55,695,387 54,195,398
Exchange reserve 470,601 566,114 - -
Other reserves 597,086 597,086 597,086 597,086
Retained losses (62,821,791) (61,638,610) (61,435,188) (60,742,437)
Total equity 5,240,546 5,012,403 6,156,548 5,342,462
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 from presenting the parent company profit and loss account.
The loss for the parent company for the year was £692,751 (2023: £3,104,695
loss).
The financial statements were approved and authorised for issue by the
Directors on 28 March 2025 and were signed on its behalf by:
Mike Whitlow
Nick Tulloch
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY:
For the year ended 30 September 2024
Share capital Share premium Exchange reserve Other reserves Retained losses Total Equity
(Note 13) (Note 13)
£ £ £ £ £ £
Balance at 30 September 2022 11,290,980 53,057,125 926,213 440,706 (59,865,940) 5,849,084
Loss for the year - - - - (1,772,670) (1,772,670)
Loss on exchange translation - - (360,099) - - (360,099)
Total comprehensive loss - - (360,099) - (1,772,670) (2,132,769)
Shares issued 1,352 1,132,356 - - - 1,133,708
Share issue costs - (42,000) - - - (42,000)
Shares issued for services 83 47,917 - - - 48,000
Share based payment - - - 156,380 - 156,380
Total transactions with owners, recognised directly in equity 1,435 1,138,273 - - - 1,296,088
Balance at 30 September 2023 11,292,415 54,195,398 566,114 597,086 (61,638,610) 5,012,403
Loss for the year - - - - (1,183,181) (1,183,181)
Loss on exchange translation - - (95,513) - - (95,513)
Total comprehensive loss - - (95,513) - (1,183,181) (1,278,694)
Shares issued 5,304 1,171,633 - - - 1,176,937
Share issue costs - (30,100) - - - (30,100)
Shares issued for services 1,544 358,456 - - - 360,000
Share based payment - - - - - -
Total transactions with owners, recognised directly in equity 6,848 1,499,989 - - - 1,506,837
Balance at 30 September 2024 11,299,263 55,695,387 470,601 597,086 (62,821,791) 5,240,546
Share capital Share premium Other reserves Retained losses Total Equity
(Note 13) (Note 13)
£ £ £ £ £
Balance at 30 September 2022 11,290,980 53,057,125 440,706 (57,637,742) 7,151,069
Loss for the year - - - (3,104,695) (3,104,695)
Total comprehensive expense - - - (3,104,695) (3,104,695)
Shares issued 1,352 1,132,356 - - 1,133,708
Share issue costs - (42,000) - - (42,000)
Shares issued for services 83 47,917 - - 48,000
Share based payments - - 156,380 - 156,380
Total transactions with owners, recognised directly in equity 1,435 1,138,273 156,380 - 1,296,088
Balance at 30 September 2023 11,292,415 54,195,398 597,086 (60,742,437) 5,342,462
Loss for the year - - - (692,751) (692,751)
Total comprehensive expense - - - (692,751) (692,751)
Shares issued 5,304 1,171,633 - - 1,176,937
Share issue costs - (30,100) - - (30,100)
Shares issued for services 1,544 358,456 - - 360,000
Share based payments - - - - -
Total transactions with owners, recognised directly in equity 6,848 1,499,989 - - 1,506,837
Balance at 30 September 2024 11,299,263 55,695,387 597,086 (61,435,188) 6,156,548
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share capital Amount subscribed for share capital at the nominal value of £0.01 per
ordinary share
Share premium Amount subscribed for share capital in excess of nominal value, net of share
issue costs
Share based payments reserve Amounts recognised for share-based payment transactions including share
options granted to employees and other parties
Retained earnings / (losses) Cumulative net gains and losses recognised in the consolidated statement of
comprehensive income
CONSOLIDATED AND COMPANY CASHFLOW STATEMENT:
For the year ended 30 September 2024
Group Company
Year ended 30 September Year ended 30 September Year ended Year ended
30 September 30 September
Note 2024 2023 2024 2023
£ £ £ £
Net cash used in operations 20 (714,527) (1,183,552) (517,181) (869,282)
Investing activities
Purchase of property, plant & equipment 8 (792) (167,948) (792) (5,410)
Increase in exploration assets 10 (387,843) (779,251) - -
Proceeds from sale of investment 18,722 - 18,722 -
Proceeds from sale of property, plant and equipment 226,564 509,212 - -
Loan to subsidiary - - (411,031) (210,931)
Interest income 7 5,458 3,112 4,249 1,106
Net cash used in investing activities (137,891) (434,875) (388,852) (215,235)
Financing activities
Proceeds from issue of share capital (net of issue costs) 1,146,837 858,000 1,146,837 858,000
Net cash from financing activities 1,146,837 858,000 1,146,837 858,000
Net change in cash and cash equivalents 294,419 (760,427) 240,804 (226,517)
Cash and cash equivalents at beginning of the year 82,462 842,889 6,589 233,106
Effect of change in foreign exchange rates (95,513) - - -
Cash and cash equivalents at end of the year 12 281,368 82,462 247,393 6,589
Non-cash transactions:
Shares issued for exploration assets - 199,999
Shares issued for services
360,000 81,709
NOTES TO THE FINANCIAL STATEMENTS:
1. GENERAL INFORMATION
1.1 Group
The Company and the Group operated mineral exploration and development
projects. The Group's principal interests are located in Australia.
The Company is a public limited company incorporated and domiciled in England
and Wales. The registered office of the Company and its principal place of
business is Riverbank House, 1 Putney Bridge Approach, London, SW6 3JD. The
Company is quoted on the AIM Market (AIM) of the London Stock Exchange.
1.2 Company income statement
The Company has taken advantage of Section 408 of the Companies Act 2006 and
has not included its own profit and loss account in these financial
statements. The loss for the financial period dealt with in the accounts of
the Company amounted to £692,751.
2. PRINCIPAL ACCOUNTING POLICIES
2.1 Overall considerations
The principal accounting policies that have been used in the preparation of
these consolidated financial statements are set out below. The policies have
been consistently applied unless otherwise stated.
2.2 Basis of preparation
The Consolidated Financial Statements of the Group and Company have been
prepared in accordance with UK-adopted international accounting standards in
conformity with the requirements of the Companies Act 2006 and regulations
made under it. The Company Financial Statements have been prepared under the
historical cost convention. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all
periods presented in these Consolidated Financial Statements.
The financial statements are prepared in pounds sterling and amounts are
rounded to the nearest thousand.
(i) New and amended standards, and interpretations issued and
effective for the financial year beginning 1 October 2023
§ Amendments to IAS 1: Classifications of current or non-current liabilities
(effective 1 January 2024);
§ Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates
and Errors (effective 1 January 2023);
§ Amendments to IAS 12: Income Taxes - Deferred Tax arising from a Single
Transaction (effective 1 January 2023).
§ Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting Policies (effective 1 January 2023).
§ Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates
and Errors -Definition of Accounting Estimates - effective 1 January 2023
§ Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising
from a Single Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards has have a
material impact on the financial information of the Group or Company.
(ii) New standards, amendments and interpretations in issue but
not yet effective
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 for the period beginning 1 January 2024 but not yet effective:
There were no new standards, amendments or interpretations effective for the
first time for periods beginning on or after 1 October 2023 that had a
material effect on the Group or Company financial statements.
2.3 Basis of consolidation
Where the Group has control over an investee, it is classified as a
subsidiary. The Group controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the Group has the practical
ability to direct the relevant activities of the investee without holding the
majority of the voting rights. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the
entity.
The consolidated financial statements present the results of the Group as if
they formed a single entity. Intercompany transactions and balances between
group companies are eliminated in full.
The consolidated financial statements incorporate the financial statements of
the Company and one of its subsidiaries made up to 30 September 2024.
Subsidiary undertakings acquired during the period are recorded under the
acquisition method of accounting and their results consolidated from the date
of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date such control ceases.
The subsidiaries included are as follows:
Mercator Gold Australia Pty Ltd
Mercator Gold Holdings Pty Ltd
Lux Exploration Pty Ltd
The Company's former subsidiaries, Warm Springs Renewable Energy Corporation
and Copper Flat Corporation, both of which have been dormant for several
years, no longer form part of the Group.
Mercator Gold Holdings Pty Ltd was deregistered on 17 March 2025.
2.4 Going concern
The financial statements have been prepared on a going concern basis which
assumes that the Company will continue in operational existence for the
foreseeable future.
The Company is currently financed through investment by its shareholders and
during the period the Company raised £1,176,937 before costs, from the issue
of shares. The Company made a loss for the period of £1,183,181 before
taxation and foreign exchange adjustments. Nonetheless, the Company held bank
balances of £281,368 as at the year end and £893,443 at 21 March 2025.
In assessing whether the going concern assumption is appropriate, the
Directors consider all available information for the foreseeable future, in
particular for the twelve months from the date of approval of the financial
statements. This information includes management prepared cash flows
forecasts, the Company's current cash balances and the Company's existing and
projected monthly running costs. Furthermore, the Directors are mindful that,
if the Company needs to raise further funds over the 12 months following
approval of the financial statements to execute its strategy and for working
capital, it has the ability to access additional financing. Specifically,
the Company successfully completed two fundraisings in the year to 30
September 2024, and a further fundraising after the year end, through the
issue of new ordinary shares.
Therefore, the Directors have made an informed judgement at the time of
approving the financial statements that there is a reasonable expectation that
the Company has adequate resources to continue in operational existence for
the foreseeable future. Thus, they continue to adopt the going concern basis
of accounting in preparing the financial statements.
2.5 Foreign currency translation
The consolidated financial statements are presented in pounds sterling which
is the functional and presentational currency representing the primary
economic environment of the Group.
Foreign currency transactions are translated into the respective functional
currencies of the Company and its subsidiaries using the exchange rates
prevailing at the date of the transaction or at an average rate where it is
not practicable to translate individual transactions. Foreign exchange gains
and losses are recognised in the income statement.
Monetary assets and liabilities denominated in a foreign currency are
translated at the rates ruling at the Statement of Financial Position date.
The assets and liabilities of the Group's foreign operations are translated at
exchange rates ruling at the Statement of Financial Position date. Income and
expense items are translated at the average rates for the period. Exchange
differences are classified as equity and transferred to the Group's exchange
reserve. Such differences are recognised in the income statement in the
periods in which the operation is disposed of.
2.6 Cash and cash equivalents
Cash includes petty cash and cash held in current bank accounts. Cash
equivalents include short-term investments that are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value.
2.7 Investment in subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity.
The investments in subsidiaries held by the Company are valued at cost less
any provision for impairment that is considered to have occurred, the
resultant loss being recognised in the income statement.
2.8 Financial instruments
Financial assets
The Group's financial assets comprise equity investments held as financial
assets at fair value through profit or loss as required by IFRS 9, and
financial assets at amortised cost, being cash and cash equivalents and
receivables balances. Financial assets are assigned to the respective
categories on initial recognition, based on the Group's business model for
managing financial assets, which determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both.
Financial assets at amortised cost are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market. These
assets are initially measured at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method, less provision for
impairment under the expected credit loss model.
The Group's receivables fall into this category of financial instruments.
Discounting is omitted where the effect of discounting is immaterial.
Equity investments are held as financial assets at fair value through profit
or loss. These assets are initially recognised at fair value and subsequently
carried in the financial statements at fair value, with net changes recognised
in profit or loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised (i.e.,
removed from the Group's consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired;
or
• The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a 'pass-through'
arrangement; and either (a) the Group has transferred substantially all the
risks and rewards of the asset, or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all
debt instruments not held at fair value through profit or loss.
The amount of the expected credit loss is measured as the difference between
all contractual cash flows that are due in accordance with the contract and
all the cash flows that are expected to be received (i.e. all cash
shortfalls), discounted at the original effective interest rate (EIR).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
Financial liabilities
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group's financial liabilities include trade and other payables and are
held at amortised cost. After initial recognition, trade and other payables
are subsequently measured at amortised cost using the EIR method. Gains and
losses are recognised in the statement of profit or loss and other
comprehensive income when the liabilities are derecognised, as well as through
the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires. When an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in profit or loss and other
comprehensive income.
2.9 Exploration and Development costs
All costs associated with mineral exploration and investments are capitalised
on a project-by-project basis, pending determination of the feasibility of the
project. Costs incurred include appropriate technical and administrative
expenses but not general overheads. If an exploration project is successful,
the related expenditures will be transferred to mining assets and amortised
over the estimated life of the commercial ore reserves on a unit of production
basis. Where a licence is relinquished or a project abandoned, the related
costs are written off in the period in which the event occurs. Where the Group
maintains an interest in a project, but the value of the project is considered
to be impaired, a provision against the relevant capitalised costs will be
raised. The recoverability of all exploration and development costs is
dependent upon continued good title to relevant assets being held, the
discovery of economically recoverable reserves, the ability of the Group to
obtain necessary financing to complete the development of reserves and future
profitable production or proceeds from the disposition thereof.
2.10 Property, Plant and Equipment
Tangible fixed assets are measured at historical cost, less accumulated
depreciation and any provision for impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the assets to the
location and condition necessary for it to be capable of operating in the
manner intended by management.
Depreciation is charged on each part of an item of tangible fixed assets so as
to write off the cost of assets less the residual value over their estimated
useful lives, using the straight-line method. Depreciation is charged to the
income statement. The estimated useful lives are as follows:
Office equipment 3 years
Furniture and fittings 5 years
Machinery and equipment 5 years
Land Not depreciated
Useful economic lives and estimated residual values are reviewed annually and
adjusted as appropriate.
Expenses incurred in respect of the maintenance and repair of property, plant
and equipment are charged against income when incurred. Refurbishments and
improvements expenditure, where the benefit is expected to be long lasting, is
capitalised as part of the appropriate asset.
An item of property, plant and equipment ceases to be recognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any
gain or loss arising on cessation of recognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of
the asset) is included in the income statement in the year the asset ceases to
be recognised.
2.11 Impairment testing of intangible and tangible assets
At each balance sheet date, the Company assesses whether there is any
indication that the carrying value of any asset may be impaired. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
2.12 Leases
Assets and liabilities arising from a lease are initially measured on a
present value basis. The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset. Lease payments are allocated between
principal and finance cost. All other short term leases are regarded as
operating leases and the payments made under them are charged to the income
statement on a straight-line basis over the lease term.
2.13 Equity
Equity comprises the following:
· "Share capital" represents the nominal value of equity shares, both
ordinary and deferred.
· "Share premium" represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issues.
· "Other reserves" represent the fair values of share options and
warrants issued.
· "Retained reserves" include all current and prior year results,
including fair value adjustments on financial assets, as disclosed in the
consolidated statement of comprehensive income.
· "Exchange reserve" includes the amounts described in more detail in
the following note on foreign currency below.
2.14 Share-based payments or options
During the period, the Company issued shares to directors and employees and
shares were issued to certain PR consultants as part of their fees.
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair values. Where employees are rewarded using
share-based payments, the fair values of employees' services are determined
indirectly by reference to the fair value of the instrument granted to the
employee.
The fair value is appraised at the grant date and excludes the impact of
non-market vesting conditions. Fair value is measured by use of the Black
Scholes model. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
All equity-settled share-based payments are ultimately recognised as an
expense in the income statement with a corresponding credit to "other
reserves".
If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior years if share options ultimately exercised are
different to that estimated on vesting.
Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital and, where appropriate, share
premium.
A gain or loss is recognised in profit or loss when a financial liability is
settled through the issuance of the Company's own equity instruments. The
amount of the gain or loss is calculated as the difference between the
carrying value of the financial liability extinguished and the fair value of
the equity instrument issued.
2.15 Taxation
The tax expense for the period comprises current tax. Tax is recognised in the
income statement, except to the extent that it relates to items recognised
directly in equity. In this case the tax is also recognised directly in other
comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Group operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred tax represents the tax expected to be payable or recoverable on the
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
The Company has tax losses which can be used to offset future profits.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can be
utilised. No deferred tax asset has been recognised in the current period.
2.16 Provisions
A provision is recognised in the Statement of Financial Position when the
Group or Company has a present legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
2.17 Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. The key assumptions concerning the future, and other
key sources of estimation uncertainty at the balance sheet date, that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period, are those relating to
the valuation of share based payments.
Capitalisation and recoverability of exploration and development costs (Note
10):
Capitalised exploration and evaluation costs consist of direct costs, licence
payments and fixed salary/consultant costs, capitalised in accordance with
IFRS 6 "Exploration for and Evaluation of Mineral Resources". The group and
company recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
assets. Exploration and evaluation assets are initially measured at
cost. Exploration and evaluation costs are assessed for indications of
impairment at each reporting date. Where the carrying amount of an asset
exceeds its recoverable amount an impairment is recognised. Any impairment
is recognised directly in profit or loss.
Recoverability of investment in subsidiaries including intra group receivables
(Note 9 and 11)
The recoverability of investments in subsidiaries, including intra group
receivables, is directly linked to the recoverability of the exploration
assets in those entities, which is subject to the same estimates and
judgements as explained above.
3. OPERATING LOSS
Year ended Year ended
30 September 2024 30 September 2023
The operating loss is stated after charging: £ £
Depreciation of property, plant and equipment 62,144 131,565
Operating lease expenses 45,689 46,004
Auditors' remuneration - fees payable to the Company's auditor for the audit 50,000 40,000
of the parent company and consolidated financial statements
Auditors' remuneration - fees payable to the Company's auditor for corporation 3,815 3,978
tax services of the parent company and consolidated financial statements
4. EARNINGS PER SHARE
Basic and Diluted Year ended 30 September 2024 Year ended 30 September 2023
Weighted number of shares in issue during the year 1,698,978,865 1,150,924,615
£ £
Loss from continuing operations attributable to owners of the parent (1,183,181) (1,772,670)
Basic earnings per share has been calculated by dividing the loss attributable
to equity holders of the company after taxation by the weighted average number
of shares in issue during the year. There is no difference between the basic
and diluted earnings per share as the effect on the exercise of options and
warrants would be to decrease the earnings per share.
Details of share options and warrants that could potentially dilute earnings
per share in future periods is set out in Note 13.
5. INCOME TAX
The relationship between the expected tax expense based on the corporation tax
rate of 25% for the year ended 30 September 2024 (2023: 25%) and the tax
expense actually recognised in the income statement can be reconciled as
follows:
Year ended 30 September Year ended
30 September
2024 2023
£ £
Group loss for the year (1,183,181) (1,772,670)
Loss on activities at effective rate of corporation tax of 25% (2023: 25%) (295,795) (443,167)
Expenses not deductible for tax purposes 87,500 14,424
Loss on disposal of subsidiary not deductible for tax purposes - -
Income not taxable 5,458 11,253
Depreciation in excess of capital allowances 62,144 131,541
Loss carried forward on which no deferred tax asset is recognised 140,693 285,948
The Company has unused tax losses of approximately £8,561,000 (2023
£8,386,000) to carry forward and set against future profits; and the Company
has capital losses of £197,000 to carry forward and set against future
capital gains of the Company. The related deferred tax asset has not been
recognised in respect of these losses as there is no certainty in regard to
the level and timing of future profits.
6. STAFF NUMBERS AND COSTS
Group and Company
Year ended 30 September Year ended 30 September
2024 2023
Number Number
Directors 4 5
Administration 3 3
Total 7 8
The aggregate payroll costs of these persons were as follows:
£ £
Staff wages and salaries 131,278 109,281
Directors' cash based emoluments 38,569 203,294
Directors' share based emoluments 299,000 -
Social security costs 5,300 10,209
Pension contributions 3,483 4,877
477,630 327,661
The remuneration of the directors, who are the key management personnel of the
Group, in aggregate for each of the categories specified in IAS 24 'Related
Party Disclosures' was as follows:
£ £
Directors' cash based emoluments 38,569 203,294
Directors' share based emoluments 299,000 -
Pension contributions - -
337,569 203,294
Directors' remuneration
Details of remuneration earned in respect of the financial year ended 30
September 2024 by each Director (together with former CEO Andrew Haythorpe)
are set out below:
Salary Consulting fees
Paid Accrued Share Based Payments Other Adjustments Paid Accrued Total
Director £ £ £ £ £
W Tang 7,000 - 33,000 (8,000) - - 32,000
N Tulloch 12,000 500 90,000 - - - 102,500
M Whitlow 13,000 500 90,000 - - - 103,500
A Jones 29,321 1,725 20,000 (5,000) - - 46,046
A Haythorpe - - - (477) - - (477
)T Davenport - - 33,000 (6,000) - - 27,000
A Scott - - 33,000 (6,000) - - 27,000
61,321 2,725 299,000 (25,477) - - 337,569
Year ended 30 September 2023:
Salary Consulting fees Total
Paid Accrued Paid Accrued
Director £ £ £ £ £
W Tang 40,000 8,000 1,150 - 49,150
N Tulloch - 500 - - 500
A Jones 25,000 5,000 51,644 - 81,644
T Davenport 30,000 6,000 - - 36,000
A Scott 30,000 6,000 - - 36,000
125,000 25,500 52,794 - 203,294
The highest paid Director received remuneration of £103,500 (2023: £81,664),
excluding share-based payments.
7. FINANCE INCOME
Year ended 30 September 2024 Year ended 30 September 2023
Finance income £ £
Interest on cash and cash equivalents 5,458 3,111
5,458 3,111
8. TANGIBLE FIXED ASSETS
Group Furniture & fittings Office Equipment Machinery & equipment Land & Building Total
Cost £ £ £ £ £
At 1 October 2023 4,440 45,890 392,307 277,820 720,457
Additions - 792 - - 792
Disposal - - (274,827) - (274,827)
Impairment - - - (155,262) (155,262)
FX Rate Differences - 183 (7,208) (6,139) (13,164)
At 30 September 2024 4,440 46,865 110,272 116,419 277,996
Depreciation
At 1 October 2023 3,409 32,873 116,526 - 152,808
Depreciation for the year 253 6,569 55,322 - 62,144
Disposal - - (88,194) - (88,194)
FX Rate Differences - 1,290 (4,142) - (2,852)
At 30 September 2024 3,662 40,732 79,512 - 123,906
Net book value
At 1 October 2023 1,031 13,017 275,781 277,820 567,649
At 30 September 2024 778 6,133 30,760 116,419 154,090
Company Furniture & fittings Office Equipment Machinery & equipment Land and Building Total
Cost £ £ £ £ £
At 1 October 2023 2,348 34,429 6,824 - 43,601
Additions - 792 - - 792
At 30 September 2024 2,348 35,221 6,824 - 44,393
Depreciation
At 1 October 2023 1,317 28,163 6,824 - 36,304
Depreciation for the year 253 4,552 - - 4,805
At 30 September 2024 1,570 32,715 6,824 - 41,109
Net book value
At 1 October 2023 1,031 6,266 - - 7,297
At 30 September 2024 778 2,506 - - 3,284
The Group and the Company's property, plant and equipment are free from any
mortgage or charge. The comparable table for 2023 is detailed below.
Group Furniture & fittings Office Equipment Machinery & equipment Land & Building Total
Cost £ £ £ £ £
At 1 October 2022 3,681 41,239 553,723 766,220 1,364,863
Additions 759 4,651 162,537 - 167,947
Disposal - - (273,707) (461,130) (734,837)
FX Rate Differences - - (50,246) (27,270) (77,516)
At 30 September 2023 4,440 45,890 392,307 277,820 720,457
Depreciation
At 1 October 2022 3,158 25,071 148,443 - 176,672
Depreciation for the year 251 7,802 123,512 - 131,565
Disposal - - (136,304) - (136,304)
FX Rate Differences - - (19,124) - (19,124)
At 30 September 2023 3,409 32,873 116,526 - 152,808
Net book value
At 1 October 2022 523 16,168 405,281 766,220 1,188,192
At 30 September 2023 1,031 13,017 275,781 277,820 567,649
Company Furniture & fittings Office Equipment Machinery & equipment Land and Building Total
Cost £ £ £ £ £
At 1 October 2022 1,589 29,778 6,824 - 38,191
Additions 759 4,651 - - 5,410
At 30 September 2023 2,348 34,429 6,824 - 43,601
Depreciation
At 1 October 2022 1,066 22,453 6,824 - 30,343
Depreciation for the year 251 5,710 - - 5,961
At 30 September 2023 1,317 28,163 6,824 - 36,304
Net book value
At 1 October 2022 523 7,325 - - 7,848
At 30 September 2023 1,031 6,266 - - 7,297
9. INVESTMENTS
Investment in subsidiaries
£
Cost as at 1 October 2023 1
Impairment -
Balance at 30 September 2024 1
The comparable table for 2023 is detailed below:
Investment in subsidiaries
£
Cost as at 1 October 2022 22,543
Impairment (22,542)
Balance at 30 September 2023 1
Investment in subsidiaries
At 30 September 2024, the Company had interests in the following subsidiary
undertakings:
Subsidiaries: Principal country of incorporation Principal activity Description and effective country of operation Proportion of shares held
Mercator Gold Australia Pty Ltd Australia Mineral Exploration Australia 100%
Mercator Gold Holdings Pty Ltd* Australia Mineral Exploration Australia 100%
Lux Exploration Pty Ltd* Australia Mineral Exploration Australia 100%
*Indirect subsidiaries of ECR
Registered office addresses of the subsidiaries are as follows:
Mercator Gold Australia Pty Ltd Level 7, 330 Collins Street, Melbourne, Victoria, 3000, Australia
Mercator Gold Holdings Pty Ltd Level 7, 330 Collins Street, Melbourne, Victoria, 3000, Australia
Lux Exploration Pty Ltd 123 Victoria Street, Eaglehawk, Victoria, 3556, Australia
Financial assets at fair value through profit or loss
2024 2023
£ £
Quoted investments
At 1 October 10,390 45,084
Fair value movements 832 (34,694)
Disposal proceeds (18,722) -
Profit on disposal 7,500 -
At 30 September - 10,390
The financial asset at 30 September 2024 and 2023 comprised shares in Tiger
International Resources, Inc. and Unicorn Mineral Resources PLC which are held
at fair value through profit or loss in accordance with IFRS 9 Financial
Instruments. The investment in Tiger International Resources, Inc. was
written off in the year to 30 September 2023 and the investment in Unicorn
Mineral Resources PLC was sold during the year to 30 September 2024.
10. INTANGIBLE ASSETS - EXPLORATION AND DEVELOPMENT COSTS
Group Company
2024 2023 2024 2023
£ £ £ £
At 1 October 4,420,597 3,760,919 347,984 147,985
Additions 462,952 979,251 - 199,999
Impairment - - - -
FX Rate Difference (75,109) (319,573) - -
At 30 September 4,808,440 4,420,597 347,984 347,984
A summary of exploration and development costs of the Group is presented
below:
2024 2023
£ £
Central Victorian Gold Projects, Australia 4,183,111 4,032,544
Queensland Gold Projects, Australia 625,329 388,053
At 30 September 4,808,440 4,420,597
11. TRADE AND OTHER RECEIVABLES
Group Company
2024 2023 2024 2023
£
£
£
£
Non-current assets
Amount owed by a subsidiary - - 4,416,421 4,005,390
Current assets
Amount owed by a subsidiary - - 1,154,084 1,009,068
Other receivables 48,477 43,145 16,344 18,713
Prepayments and accrued income 43,506 42,238 37,410 38,072
91,983 85,383 1,207,838 1,065,853
12. CASH AND CASH EQUIVALENTS
Cash and cash equivalents
Group Company
2024 2023 2024 2023
£
£
£ £
Cash and cash equivalents consisted of the following:
Deposits at banks 281,368 82,462 247,393 6,589
281,368 82,462 247,393 6,589
13. SHARE CAPITAL AND SHARE PREMIUM ACCOUNTS
The share capital of the Company consists of three classes of shares: ordinary
shares of 0.001p each which have equal rights to receive dividends or capital
repayments and each of which represents one vote at shareholder meetings; and
two classes of deferred shares, one of 9.9p each and the other of 0.099p each,
which have limited rights as laid out in the Company's articles.
In particular deferred shares carry no right to dividends or to attend or vote
at shareholder meetings and deferred share capital is only repayable after the
nominal value of the ordinary share capital has been repaid.
a) Changes in issued share capital and share premium
Deferred Deferred 'B' Deferred
Number of shares Ordinary shares 9.9p 0.099p 0.199p Total shares Share premium
shares shares shares Total
£ £ £ £ £ £ £
At 1 October 2023 1,207,976,015 12,079 7,194,816 3,828,359 257,161 11,292,415 54,195,397 65,487,812
Issue of shares 530,392,844 5,304 - - - 5,304 1,171,634 1,176,938
less costs - - - - - - (30,100) (30,100)
Shares issued in payment of creditors 24,890,951 249 - - - 249 60,751 61,000
Shares issued in payment of services 129,501,101 1,295 - - - 1,295 297,705 299,000
Balance at 1,892,760,911 18,927 7,194,816 3,828,359 257,161 11,299,263 55,695,387 66,994,650
30 September 2024
All the shares issued are fully paid up and none of the Company's shares are
held by any of its subsidiaries.
b) Potential issue of ordinary shares
Share options
The number and weighted average exercise prices of share options valid at the
year-end are as follows:
Weighted average exercise price Number of Weighted average exercise price Number of
options options
2024 2024 2023 2023
£ £
Exercisable at the beginning of the year 0.022 116,076,984 0.023 60,276,984
Granted during the year - - 0.020 57,000,000
Exercised during the year - - - -
Expired during the year 0.022 (54,000,000) 0.01125 (1,200,000)
Exercisable at the end of the year 0.022 62,076,984 0.022 116,076,984
The options outstanding at 30 September 2024 have a weighted average remaining
contractual life of 2 years and 2 months (2023: 3 years and 2 months).
Subsequent to the year end, the Company cancelled 14,076,984 share options.
The options outstanding at the end of the year have the following expiry date
and exercise prices:
Date granted Expiry Date Exercise Price No. of Options
27 February 2017 28 October 2024 £0.01725 4,076,984
30 July 2018 28 October 2024 £0.01125 10,000,000
23 January 2022 22 January 2027 £0.022 15,000,000
16 April 2023 15 April 2028 £0.011 11,000,000
16 April 2023 15 April 2028 £0.022 11,000,000
16 April 2023 15 April 2028 £0.033 11,000,000
Share-based payments
There were no options exercised during the year.
There were 99,999,986 warrants outstanding at the end of the year, none of
which were exercised and all of which expired on 19 December 2024.
14. TRADE AND OTHER PAYABLES
Group Company
2024 2023 2024 2023
£ £ £ £
Trade payables 28,145 62,902 12,855 35,183
Social security and employee taxes 5,946 16,637 - 2,432
Other creditors and accruals 61,244 74,562 53,518 63,427
95,335 154,101 66,373 101,042
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs. The Directors consider that the carrying
amount of trade and other payables approximates to their fair value. See
also Note 18.
15. CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mineral exploration and
development and other activities to provide returns for shareholders and
benefits for other stakeholders.
The Group's capital structure comprises all the components of equity (all
share capital, share premium, retained earnings when earned and other
reserves). When considering the future capital requirements of the Group and
the potential to fund specific project development via debt, the Directors
consider the risk characteristics of the underlying assets in assessing the
optimal capital structure.
16. RELATED PARTY TRANSACTIONS
Group Company
2024 2023 2024 2023
£ £ £ £
Amounts owed to Directors 2,725 25,000 1,000 25,000
Details of Directors' emoluments are disclosed in Note 6. The amounts owed to
Directors relate to accrued emoluments, consulting fees and expenses due.
During the year the Company provided additional advances of £415,662 (2023:
£188,149) under a loan to Mercator Gold Australia Pty Ltd and charged
expenses and management fees of £140,385 (2023: £147,487). The balance owed
to the Company is shown in Note 11.
The Company and the Group have no ultimate controlling party.
17. COMMITMENTS AND CONTINGENCIES
Capital expenditure commitment
As at 30 September 2024, the Group has a commitment expenditure of A$650,000
for the first three years across the three licence areas in the Lolworth
Range, Queensland and a commitment expenditure of A$314,000 for its three
tenements in Victoria.
Contingencies
The Group entered into no agreements during the year ended 30 September 2024
which would result in disclosure of contingent assets or liabilities.
Leases
The Company has no operating leases.
18. FINANCIAL INSTRUMENTS
Group 2024 2023
£ £
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments) 48,477 43,145
Cash and cash equivalents 281,368 82,462
329,845 125,607
Financial assets (fair value through profit or loss)
Equity investments - 10,390
- 10,390
Financial liabilities (amortised cost)
Trade and other payables 95,335 154,101
95,335 154,101
2024 2023
Company £ £
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments) 1,170,428 1,027,781
Cash and cash equivalents 247,393 6,589
Long-term borrowings, intra-group 4,416,421 4,005,390
5,834,242 5,039,760
Financial assets (fair value through profit or loss)
Equity investments - 10,390
- 10,390
Financial liabilities (amortised cost)
Trade and other payables 66,373 101,042
66,373 101,042
Risk management objectives and policies
The Group's principal financial assets comprise cash and cash equivalents,
trade and other receivables and investments. The Group's liabilities comprise
trade payables, other payables including taxes and social security, and
accrued expenses.
The Board determines as required the degree to which it is appropriate to use
financial instruments, commodity contracts or other hedging contracts to
mitigate financial risks.
Credit risk
The Group's cash and cash equivalents are held with major financial
institutions. The Group monitors credit risk by reviewing the credit quality
of the financial institutions that hold the cash and cash equivalents and
restricted cash. The fair value of cash and cash equivalents at 30 September
2024 and 30 September 2023 did not differ materially from their carrying
value.
Management believes that the Group's exposure to credit risk is manageable.
The Company manages its current VAT receivables by submitting VAT returns on a
quarterly basis. This allows the Company to receive the VAT in a timely
matter while any amounts that may come under scrutiny. Management has no
formal credit policy in place for customers and the exposure to credit risk is
approved and monitored on an ongoing basis individually for all significant
customers. The maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the statement of financial
position. The Group does not require collateral in respect of financial
assets.
Market risk
The Group's financial instruments potentially affected by market risk include
bank deposits, and trade payables. An analysis is required by IFRS 7, intended
to illustrate the sensitivity of the Group's financial instruments (as at
period end) to changes in market variables, being exchange rates and interest
rates. The Group's exposure to market risk is not considered to be material.
Interest rate risk
The Group has no material exposure to interest rate risk. Since the interest
accruing on bank deposits was relatively immaterial there is no material
sensitivity to changes in interest rates.
Foreign currency risk
The Group is exposed to foreign currency risk in so far as some dealings with
overseas subsidiary undertakings are in foreign currencies. Bank accounts are
held in Great British Pounds ("GBP), Australian Dollars ("AUD"). The Company
has payables that originate in GBP, AUD and USD. As such the Company is
affected by changes in the GBP exchange rate compared to the following
currencies; AUD.
As at 30 September 2024 GBP AUD PHP
Cash and cash equivalents 247,393 65,664 -
Accounts receivable 1,207,838 84,886 -
Accounts payable (66,373) (55,970) -
Net foreign exchange exposure 1,388,858 94,580 -
Translation to GBP 1 0.5174 -
GBP equivalent 1,388,858 48,936 -
As at 30 September 2023 GBP AUD PHP
Cash and cash equivalents 6,589 143,933 129,771
Accounts receivable 1,065,853 65,348 1,000
Accounts payable (101,043) (135,171) (315,800)
Net foreign exchange exposure 971,400 344,451 446,571
Translation to GBP 1 0.5271 0.0144
GBP equivalent 971,400 181,560 6,431
Fair value of financial instruments
The fair values of the Company's financial instruments at 30 September 2024
and 30 September 2023 did not differ materially from their carrying values.
The Group measures fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
• Level 1: quoted prices (unadjusted) in active markets
for identical assets or liabilities;
• Level 2: valuation techniques based on observable inputs
either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3: valuation techniques that include inputs for
the asset or liability that are not based on observable market data
(unobservable inputs).
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, by the level in the
fair value hierarchy into which the measurement is categorised.
Group and Company
30 September 2024 Level 1 Level 2 Level 3 Total
£ £ £ £
Financial assets at fair value through profit or loss - - - -
- - - -
Group and Company
Level 1 Level 2 Level 3 Total
30 September 2023 £ £ £ £
Financial assets at fair value through profit or loss 10,390 - - 10,390
10,390 - - 10,390
Liquidity risk
The Group finances its operations primarily through the issue of equity share
capital and debt in order to ensure sufficient cash resources are maintained
to meet short-term liabilities and future project development requirements.
Management monitors availability of funds in relation to forecast expenditures
in order to ensure timely fundraising. Funds are raised in discrete tranches
to finance activities for limited periods.
Funds surplus to immediate requirements may be placed in liquid, low risk
investments.
The Group's ability to raise finance is subject to market perceptions of the
success of its projects undertaken during the year and subsequently. Due to
the uncertain state of financial markets, there can be no certainty that
future funding will continue to be available. The table below sets out the
maturity profile of financial liabilities as at 30 September 2024.
2024 2023
£ £
Due in less than 1 month 95,335 154,101
Due between 1 and 3 months - -
Due between 3 months and 1 year - -
Due after 1 year - -
95,335 154,101
19. SEGEMENTAL REPORTING
The Group is engaged in mineral exploration and development and is considered
to have one business segment. The Chief Operating Decision Maker is considered
to be the Board of Directors, who segment exploration activities by
geographical region in order to evaluate performance individually. The
segmental breakdown of exploration assets is shown in Note 10.
Management information in respect of profit or loss expenditures is not
segmented but is considered at Group level.
20. CASH USED IN OPERATIONS
Group Company
Year ended 30 September 2024 Year ended 30 September 2023 Year ended 30 September 2024 Year ended 30 September 2023
£ £ £ £
Note
Operating activities
Loss for the year before tax (1,183,181) (1,772,670) (692,751) (3,104,695)
Adjustments:
Depreciation expense property, plant and equipment 62,144 131,541 4,805 5,961
Share based payments - 156,380 - 156,380
Shares issued for services 360,000 - 360,000 -
Loss/(gain) on disposal of fixed assets (7,500) 219,923 (7,500) -
Loss/(gain) on financial assets at fair value (832) 34,694 (832) 34,694
Impairment of tangible assets 155,262 - - -
Impairment of intangible assets - - 22,542
Impairment of subsidiary - - - 1,998,399
Disposal of inventory - - - -
Interest income (5,458) (3,112) (4,249) (1,106)
Profit and loss on disposal (29,597) - - -
Decrease/(Increase) in accounts receivable (6,600) 62,660 (141,984) (28,285)
(Decrease)/Increase in accounts payable (58,765) (12,968) (34,670) 46,829
Net cash used in operations (714,528) (1,183,552) (517,181) (869,281)
21. EVENTS AFTER THE REPORTING DATE
On 21 November 2024, the Company announced that it had agreed, in principle,
to sell its land at Brewing Lane in Victoria for A$225,000. This sale
subsequently completed in March 2025.
Subsequent to the year end, on 25 November 2024, the Company issued
287,878,787 new ordinary shares of 0.001 pence each in the Company pursuant to
a subscription which raised £950,000 (with such shares then being issued on
16 December 2024).
On 6 December 2024, the Company granted share options to certain directors and
members of its management over 210,000,000 ordinary shares of 0.001 pence each
in the Company.
On 16 December 2024, the Company announced Non-Executive Director Trevor
Davenport would step down from the board of directors on 31 December 2024.
On 2 October 2024 and 9 January 2025, the Company issued an aggregate of
34,529,896 new ordinary shares to certain Directors, consultants and advisers
both as part of their remuneration or fee arrangements.
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