REG - Empire Metals Ltd - Final Results
06/06/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250606:nRSF7075La&default-theme=true
RNS Number : 7075L Empire Metals Limited 06 June 2025
Empire Metals Limited / LON: EEE / OTCQB: EPMLF / Sector: Natural Resources
6 June 2025
Empire Metals Limited
("Empire" or "the Company")
Final Results for the year ended 31 December 2024
Empire Metals Limited, the AIM-quoted and OTCQB-traded exploration and
development company, announces its final results for the year ended 31
December 2024.
The annual report and accounts for the year ended 31 December 2024 will be
posted to shareholders today and will be available for download shortly from
the Company's website, www.empiremetals.com.
Highlights
· Pitfield Project confirmed as the largest titanium discovery
globally: JORC Exploration Target* of 26.4-32.2 billion tonnes at 4.5-5.5%
TiO₂.
· Heightened focus on strategic significance of titanium: demand for
titanium is accelerating globally due to its critical role in aerospace,
defence, and pigment markets.
· Breakthrough Discovery in 2024: Identification of near-surface
saprolite zones rich in high-grade anatase and rutile (>95% TiO₂) offers
the potential for a fast-tracked, high-margin development phase.
· Strong Metallurgical Results: Early testwork yielded a 91.7% TiO₂
product using conventional methods-indicating low-impact, high-purity
feedstock potential without smelting.
· Strengthened Technical Team and Board: New hires across process,
environmental, and commercial functions, plus titanium industry experts, are
accelerating development progress.
· Strong Cash Position: Cash balance of £7 million as of 30 May 2025
supports ongoing ambitious development plans throughout 2025.
· Clear Near-Term Milestones: Upcoming objectives include delivering a
maiden MRE, finalising process design and advancing mine studies as Pitfield
moves towards commercialisation.
*The potential quantity and grade of the Exploration Target is conceptual in
nature. There has been insufficient exploration to estimate a Mineral Resource
and it is uncertain if further exploration will result in the estimation of a
Mineral Resource.
Shaun Bunn, Managing Director, said: ""Empire Metals has built on the
exceptional momentum established in 2023, and we enter this next chapter with
increased confidence in the scale, quality, and strategic importance of the
Pitfield Titanium Project. The release of our maiden JORC Exploration Target*,
estimating 26.4 to 32.2 billion tonnes at 4.5-5.5% TiO₂ in June 2024,
confirmed Pitfield as the largest undeveloped titanium system globally and a
key potential source of this critical metal.
"Our exploration strategy has focused on accelerated commercialisation, and
this disciplined approach is now bearing fruit. The discovery of a significant
zone of near-surface, high-grade, clean titanium dioxide minerals within the
weathered saprolite layer - rich in rutile and anatase - presents a major
opportunity to fast-track development. These minerals offer a lower-cost
processing route and align with rising global demand for more sustainable
titanium sources.
"Empire is in a strong financial position following two successful funding
rounds in 2024, and a further raise in 2025, providing us with a current cash
position of approximately £7 million. This support from the market not only
validates our strategy but ensures we are well funded for our ongoing
programmes, from resource definition to additional metallurgical testing as we
move closer to commercialisation.
"Each milestone continues to de-risk Pitfield, both technically and
geologically. The results to date have only strengthened our conviction that
Pitfield is a once-in-a-generation discovery. As we progress towards
commercialisation, our commitment to unlocking its full value has never been
stronger. We look forward to another transformative year for Empire."
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014, as incorporated into UK law by the European Union (Withdrawal) Act
2018, until the release of this announcement.
**ENDS**
For further information please visit www.empiremetals.co.uk
(http://www.empiremetals.co.uk) or contact:
Empire Metals Ltd
Shaun Bunn / Greg Kuenzel / Arabella Burwell Tel: 020 4583 1440
S. P. Angel Corporate Finance LLP (Nomad & Broker) Tel: 020 3470 0470
Ewan Leggat / Adam Cowl
Shard Capital Partners LLP (Joint Broker) Tel: 020 7186 9950
Damon Heath
St Brides Partners Ltd (Financial Tel: 020 7236 1177
PR)
Susie Geliher / Charlotte Page
CHAIRMAN'S STATEMENT
As we reflect on another transformative year for Empire Metals, it is
increasingly evident that the Pitfield Project in Western Australia is not
only a company-defining asset but is on track to developing into one of the
most significant new sources of titanium globally. The progress made
throughout 2023 and into 2024 has been remarkable in pace and scope, and it is
clear we are now well into the transition from explorer to developer.
Pitfield's credentials as a world class asset continue to strengthen. The
initial JORC Exploration Target* of 26.4 to 32.2 billion tonnes at 4.5-5.5%
TiO₂, announced in June 2024, confirms both the massive scale and consistent
grade of this unique mineral system. What sets Pitfield apart is its
combination of giant size, surface accessibility, consistent high grades,
metallurgical simplicity, and ideal location in a Tier-1 mining jurisdiction.
These characteristics are remarkably rare from any perspective and are
expected to position Pitfield as an asset with global strategic importance
within the titanium industry and broader critical minerals space.
Awareness of the strategic importance of titanium is building in the market,
with geopolitical and related defence drivers increasingly creating strategic
demand for titanium pigment and metal feedstocks. The titanium dioxide
market is broad and deep, attaining a market size of $24 billion in 2024. High
quality titanium feedstocks such as rutile mineral concentrates are facing a
supply deficit at a time when the secure supply of titanium metal is becoming
increasingly important and strategic for nations and trading blocks due to its
use in aerospace and defence. As a result, titanium is recognised as a
critical mineral by multiple governments including Australia, the EU and the
USA.
A major highlight of 2024 has been the identification of a near-surface,
weathered saprolite zone rich in titanium dioxide minerals-specifically
anatase and rutile. These minerals, which naturally contain >95% TiO₂,
represent premium feedstocks for pigment and metal markets and could
significantly accelerate development timelines and enhance project economics.
This discovery is both a technological and commercial breakthrough as it
offers the opportunity for a staged development approach, where we can target
these high-value, easily processed surface deposits ahead of the deeper
titanite-rich bedrock ores.
Metallurgical testwork advanced rapidly through 2024 and post period end. The
key achievement was the delivery of a 91.7% TiO(2) product from initial
testwork on the weathered cap material, using only conventional processing
methods. This remarkable result coming so early in our testwork demonstrates
our belief in Pitfield's potential to becoming a significant producer of a
high-purity titanium feedstock from a low-impact, high-margin operation.
Mineralogical and metallurgical results to date indicate a straightforward
flowsheet, producing a high-concentration, high-purity TiO₂ product, which
is comparable to natural rutile and with no need for energy-intensive
smelting. This uniquely positions Empire with great optionality, as a
potential future producer of a rutile-equivalent or pigment-grade product from
a single integrated site.
Corporate
To support our rapid progress, we significantly strengthened our in-house
capabilities during 2024. We have welcomed several highly experienced
professionals to our team, including a Process Development Manager,
Environmental and Commercial Managers, and two senior titanium consultants
with decades of specialist industry knowledge. Their collective expertise has
already been invaluable as we refine our flowsheet, initiate environmental
baseline studies, and prepare for future production scenarios. In addition, as
we build our profile in the UK market and internationally, we appointed
Arabella Burwell to lead our corporate development initiatives. Arabella is a
highly experienced business and corporate development expert, and she was a
key driving force of the Company's recent OTCQB quotation post period end.
Post period end, we were also delighted to welcome Phil Brumit, a renowned
mining executive, to the Board as a Non-Executive Director. Phil has over 40
years of experience in engineering, project management, construction, project
start-up, and mining operations across some of the world's leading mining
companies with career highlights including leadership roles at
Freeport-McMoRan, Lundin Mining, and Newmont Corporation. He is a highly
valued member of the team, and we are already benefiting from his deep
experience across the mining industry.
On 23 May 2025, we also announced that we had raised £4.5 million by way of a
subscription of new ordinary shares in the capital of the Company at 9.5p to
existing and new institutional shareholders. The proceeds of this funding will
be used to expand the Pitfield titanium mineral resource development drilling
programme to define a globally significant MRE; appoint additional
metallurgical and engineering personnel to accelerate the development of the
process flowsheet; upscale the bulk metallurgical testwork to provide
high-purity TiO(2) product samples to potential end users; and accelerate the
commencement of mining studies.
Financial Results
As an exploration and development group which has no revenue we are reporting
a loss for the 12 months ended 31 December 2024 of £4,092,004 (31 December
2023: loss of £2,796,461). The bulk of this increase in expenses over the
prior year relates to the impairment of the Eclipse Gold Project to its net
realisable value.
The Group's cash position as at 30 May 2025, was £7,026,541.
Outlook
The next 12 months will be an exciting time for Empire as we have set out
several key milestones as we continue to develop the Pitfield project and
evolve the Company all towards becoming a new globally significant titanium
feedstock producer. We will be defining a maiden Mineral Resource Estimate,
finalising process design, optimising product quality, carrying out a mine and
infrastructure scoping studies, and moving rapidly towards preliminary
economic analysis or pre-feasibility study. Achieving these milestones will
provide the foundation for advanced engineering studies and, ultimately,
commercialisation of the Pitfield Project.
In closing, I would like to express my sincere thanks to our shareholders for
their continued support as we bring Pitfield, a generational opportunity,
towards commercialisation. The path ahead is ambitious, but so too is the
opportunity before us. Empire is exceptionally well-positioned from both a
technical, operational and corporate perspective to bring Pitfield to fruition
for the benefit of all stakeholders, and we look to the future with optimism
and focus.
Neil O'Brien
Non-Executive Chairman
5 June 2025
*The potential quantity and grade of the Exploration Target is conceptual in
nature. There has been insufficient exploration to estimate a Mineral Resource
and it is uncertain if further exploration will result in the estimation of a
Mineral Resource.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Group
Registered number: 1570939 Note 2024 2023
£ £
Non-Current Assets
Property, plant and equipment 8 16,377 7,377
Right of use Asset 8 12,249 21,067
Intangible assets 9 4,148,191 2,869,667
Total Non-current assets 4,176,817 2,898,111
Current Assets
Trade and other receivables 10 349,464 311,126
Held for sale asset 11 371,267 1,744,584
Cash and cash equivalents 12 3,521,515 2,752,187
Total current assets 4,242,246 4,807,897
Total Assets 8,419,063 7,706,008
Current Liabilities
Trade and other payables 13 141,931 730,292
Finance lease liabilities 14 12,433 21,382
Total Current Liabilities 154,364 751,674
Total Liabilities 154,364 751,674
Net Assets 8,264,699 6,954,334
Equity attributable to owners of the Parent
Share capital 15 - -
Share premium 15 55,250,136 49,892,259
Reverse acquisition reserve (18,845,147) (18,845,147)
Other reserves 16 856,108 811,616
Accumulated losses (28,996,398) (24,904,394)
Total equity attributable to owners of the Parent 8,264,699 6,954,334
Total Equity 8,264,699 6,954,334
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2024
Group
Note Year ended 31 December 2024 Year ended 31 December 2023
£ £
Continuing Operations
Revenue - -
Cost of sales - -
Gross profit - -
Administration expenses 6 (2,836,129) (2,267,694)
Other losses 18 (5,962) -
Other operating income 10,784 -
Operating loss (2,831,307) (2,267,694)
Impairment of intangible assets 9,11 (1,354,166) (527,245)
Loss before taxation (4,185,473 (2,794,939)
Income tax 7 93,469 (1,522)
Loss for the year (4,092,004) (2,796,461)
Loss attributable to:
- owners of the Parent (4,092,004) (2,796,461)
(4,092,004) (2,796,461)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations (396,086) (185,049)
Total Comprehensive Income (4,488,090) (2,981,510)
Attributable to:
- owners of the Parent (4,488,090) (2,981,510)
Total Comprehensive Income (4,488,090) (2,981,510)
- Total comprehensive income attributable to continuing operations (4,488,090) (2,981,510)
Earnings per share (pence) from continuing operations attributable to owners 21 (0.670) (0.560)
of the Parent - Basic & Diluted
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2024
Share premium Reverse acquisition reserve Other reserves Retained losses Total equity
£ £ £ £ £
As at 1 January 2023 45,523,695 (18,845,147) 448,309 (22,360,771) 4,766,086
Loss for the year - - - (2,796,461) (2,796,461)
Other comprehensive income
Exchange differences on translating foreign operations - - (185,049) - (185,049)
Total comprehensive income for the year - - (185,049) (2,796,461) (2,981,510)
Transactions with owners
Issue of ordinary shares 4,571,468 - - - 4,571,468
Cost of capital (202,904) - - - (202,904)
Share option charge - - 801,194 - 801,194
Expiry of Share Options - - (252,838) 252,838 -
Total transactions with owners 4,368,564 - 548,356 252,838 5,169,758
As at 31 December 2023 49,892,259 (18,845,147) 811,616 (24,904,394) 6,954,334
As at 1 January 2024 49,892,259 (18,845,147) 811,616 (24,904,394) 6,954,334
Loss for the year - - - (4,092,004) (4,092,004)
Other comprehensive income
Exchange differences on translating foreign operations - - (396,086) - (396,086)
Total comprehensive income for the year - - (396,086) (4,092,004) (4,488,090)
Transactions with owners
Issue of ordinary shares 5,500,000 - - - 5,500,000
Cost of capital (142,123) - - - (142,123)
Share options/warrants charge - - 440,578 - 440,578
Total transactions with owners 5,357,877 - 440,578 - 5,798,455
As at 31 December 2024 55,250,136 (18,845,147) 856,108 (28,996,398) 8,264,699
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2024
Group
Note 2024 2023
£ £
Cash flows from operating activities
Loss after taxation including discontinued operations (4,092,004) (2,796,461)
Adjustments for:
Share based payment 440,578 801,194
Net finance income (43,158) (16,795)
Impairment of intangible assets 1,354,166 527,245
Tax (refund)/expense (93,469) 1,522
Depreciation and amortisation 56,603 23,349
Increase in trade and other receivables (53,125) (155,398)
(Decrease)/Increase in trade and other payables (629,559) 616,528
Net cash used in operating activities (3,059,968) (998,816)
Cash flows from investing activities
Purchase of property, plant and equipment (56,243) (50,528)
Additions to exploration and evaluation intangible asset (1,508,166) (1,884,290)
Net cash used in investing activities (1,564,409) (1,934,818)
Cash flows from financing activities
Proceeds from issue of shares, less shares issued in lieu of fees 5,500,000 4,382,779
Cost of share issue (142,123) (202,904)
Interest received 43,158 16,795
Finance lease 24,498 42,134
Repayment of finance lease liabilities (31,828) (20,752)
Net cash generated from financing activities 5,393,705 4,218,052
Net increase in cash and cash equivalents 769,328 1,284,418
Cash and cash equivalents at beginning of year 2,752,187 1,467,769
Cash and cash equivalents at end of year 12 3,521,515 2,752,187
Non-cash investing and financing
activities
Acquisition of exploration license - share based payment(1) 9 - 75,760
Share options and warrants issued in respect of services(2) 17 440,578 801,194
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
ACCOUNTING POLICIES
1. General Information
The principal activity of Empire Metals Limited ("the Company") and its
subsidiaries (together "the Group") is to implement its mineral exploration
strategy to advance projects towards defining a sufficient in-situ mineral
resource to support a detailed feasibility study towards mine development and
production.
The Company's shares are traded on AIM, a market operated by the London Stock
Exchange. The Company is incorporated in the British Virgin Islands and
domiciled in the United Kingdom. The Company changed its name to Empire Metals
Limited on 10 February 2020.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road
Town, Tortola, BVI.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The Group Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS Interpretations
Committee (IFRS IC) interpretations as adopted by the European Union. The
Group Financial Statements have been prepared under the historical cost
convention, unless stated otherwise.
The Financial Statements are presented in UK Pounds Sterling rounded to the
nearest pound.
The preparation of Financial Statements in conformity with IFRSs requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's Accounting
Policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Statements, are disclosed in Note 4.
2.2 Changes in accounting policy and disclosures
(a) New and amended standards mandatory for the first time for the financial
periods beginning on or after 1 January 2024
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable for the period
ended 31 December 2024 but did not result in any material changes to the
Financial Statements of the Group.
b) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IAS 21 (Amendments) Lack of Exchangeability 1 January 2025
IFRS 9/IFRS 7 (Amendments) Classification and Measurement of Financial Instruments 1 January 2026
IFRS10 Consolidated Financial Statements 1 January 2026
IAS 7 Statement of Cash flows 1 January 2026
The Group is evaluating the impact of the new and amended standards
above which are not expected to have a material impact on future Group
Financial Statements.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Empire
Metals Limited and the Financial Statements of all of its subsidiary
undertakings made up to 31 December 2024.
Subsidiaries are entities over which the Group has control. 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. Where an entity does not have
returns, the Group's power over the investee is assessed as to whether control
is held. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
Below is a summary of subsidiaries of the Group:
Name of subsidiary Place of business Parent company Registered capital Share capital held Principal activities
Kibe Investments No.2 Limited British Virgin Islands Empire Metals Ltd Ordinary shares US$12 100% Dormant
Noricum Gold AT GmbH Austria Kibe Investments No.2 Limited Ordinary shares €35,000 100% Exploration
European Mining Services Limited United Kingdom Empire Metals Ltd Ordinary shares 100% Mining Services
£1
Empire Metals Australia Pty Ltd Australia Empire Metals Ltd Ordinary Shares 100% Exploration
AUD$1
GMC Investments Limited was dissolved on 20 September 2024.
Eclipse Exploration Pty Ltd changed its name to Empire Metals Australia Pty
Ltd on 29 October 2024.
Inter-company transactions, balances, income and expenses on transactions
between group companies are eliminated. Profits and losses resulting from
intercompany transactions that are recognised in assets are also eliminated.
Accounting
policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
2.4 Going Concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the
Chairman's Report from page 3. In addition, Note 3 to the Financial Statements
includes the Group's objectives, policies and processes for managing its
capital; its financial risk management objectives; and details of its exposure
to credit and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although
the Group's assets are not generating steady revenue streams, an operating
loss has been reported and an operating loss is expected in the 12 months to
31 December 2025, the Directors believe that the Group will have sufficient
funds to meet its immediate working capital requirements and to meet all
committed exploration costs over the next 12 months from the date of approval
of these Financial Statements. On 23 May 2025 the company raised a further
£4.5 million via the issue of new ordinary shares. As at 30 May 2025, the
Group has cash and cash equivalents of £7,026,541. This amount is expected to
adequately cover forecast working capital requirements.
The Directors have, in the light of all the above circumstances, a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the Group Financial Statements.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the
Company is Sterling, the functional currency of the BVI subsidiaries is US
Dollars, the functional currency of the Austrian subsidiary is Euros and the
functional currency of the Australian subsidiary is AUD Dollars. The Financial
Statements are presented in Pounds Sterling, rounded to the nearest pound.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.
(c) Group companies
The results and financial position of all the Group's entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income
presented are translated at average exchange rates (unless this average is not
a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income where material.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
2.7 Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources. Expenditure included in the initial measurement of exploration and
evaluation assets and which are classified as intangible assets, relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed for impairment annually or when
facts and circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units, which are based on
specific projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the conditions
which led to the impairment improve. The Group continually monitors the
position of the projects capitalised and impaired.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not lead to the discovery of commercially viable
quantities of mineral resources and the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to the
Income Statement.
2.8 Property, Plant and Equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is provided
on all property, plant and equipment to write off the cost less estimated
residual value of each asset over its expected useful economic life on a
straight-line basis at the following annual rates:
Computer equipment - 20 to 50% straight line
Field equipment - 20 to 50% straight line
All assets are subject to annual impairment reviews. An asset's carrying
amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replacement
part is derecognised. All other repairs and maintenance are charged to the
Income Statement during the financial period in which they are incurred.
The asset's residual value and useful economic lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other gains / (losses)' in the
income statement.
2.9 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, are not subject to amortisation and are tested annually for
impairment. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units).
Non-financial assets that suffered impairment (except goodwill) are reviewed
for possible reversal of the impairment at each reporting date.
2.10 Assets classified as held for sale
Assets are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through
continuing use and a sale is considered highly probable. They are measured at
the lower of their carrying value and fair value less costs to sell. An
impairment loss is recognised for any subsequent write-down of the asset to
fair value less costs to sell.
2.11 Financial Assets
(a) Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets
at initial recognition.
(b) Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The group holds
the trade and other receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
· the asset is held within a business model whose objective is to
collect the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of principle and interest.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
2.12 Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. 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.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
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.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
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.
Fair value
All assets and liabilities for which fair value is measured or disclosed in
the consolidated Financial Statements are categorised within the fair value
hierarchy. The fair value hierarchy prioritises the inputs to valuation
techniques used to measure fair value. The Group uses the following hierarchy
for determining and disclosing the fair value of financial instruments and
other assets and liabilities for which the fair value was used:
- level 1: quoted prices in active markets for identical assets or
liabilities;
- level 2: inputs other than quoted prices included in level 1
that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
- level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
2.13 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14 Taxation
Tax for the period comprises current and deferred 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 Company's subsidiaries and associates operate and generate
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 income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated Financial Statements. However, the
deferred tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted, or substantially enacted, by the end of the reporting period and
are expected to apply when the related deferred income tax asset is realised,
or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries, associates and joint arrangements,
except for deferred income tax liability where the timing of the reversal of
the temporary difference is controlled by the group and it is probable that
the temporary difference will not reverse in the foreseeable future. Generally
the group is unable to control the reversal of the temporary difference for
associates. Only where there is an agreement in place that gives the group the
ability to control the reversal of the temporary difference not recognised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries, associates and joint arrangements
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
2.15 Share Capital, share premium and other reserves
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from the proceeds provided there is sufficient premium
available. Should sufficient premium not be available placing costs are
recognised in the Income Statement.
Other reserves consist of the share option reserve and the foreign exchange
translation reserve. See Notes 16 and 17 for further detail.
2.16 Reverse acquisition reserve
The reverse acquisition reserve arose on the acquisition of Kibe Investments
No. 2 Limited in 2010. There has been no movement in the reserve since that
date.
2.17 Share Based Payments
The Group operates a number of equity-settled share-based schemes, under which
the entity receives services from employees or third-party suppliers as
consideration for equity instruments (shares, options and warrants) of the
Group. The Group may also issue warrants to share subscribers as part of a
share placing. The fair value of the equity-settled share based payments is
recognised as an expense in the income statement or charged to equity
depending on the nature of the service provided or instrument issued. The
total amount to be expensed or charged in the case of options is determined by
reference to the fair value of the options or warrants granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
In the case of shares and warrants the amount charged to the share premium
account is determined by reference to the fair value of the services received
if available. If the fair value of the services received is not determinable
the shares are valued by reference to the market price and the warrants are
valued by reference to the fair value of the warrants granted as described
previously.
Non-market vesting conditions are included in assumptions about the number of
options or warrants that are expected to vest. The total expense or charge is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each
reporting period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to original estimates, if any, in the
income statement or equity as appropriate, with a corresponding adjustment to
another reserve in equity.
When the warrants or options are exercised, the Company issues new shares.
The proceeds received, net of any directly attributable transaction costs, are
credited to share capital (nominal value) and share premium when the warrants
or options are exercised.
2.18 Leases
The Group leases certain property.
The lease liability is initially measured at the present value of the lease
payments that are not paid. Lease payments generally include fixed payments
less any lease incentives receivable. The lease liability is discounted using
the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral assumptions,
and the economic environment in which the lease is denominated. The lease
liability is subsequently measured at amortised cost using the effective
interest method. The lease liability is remeasured when the expected lease
payments change as a result of new assessments of contractual options and
residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at
the commencement date of the lease less any incentives received from the
lessor. Added to the right-of-use asset are initial direct costs, payments
made before the commencement date, and estimated restoration costs. The
right-of-use asset is subsequently depreciated on a straight-line basis from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
lease liabilities, split between current and non-current depending on when the
liabilities are due. The interest element of the finance cost is charged to
the Statement of Profit and Loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. Assets obtained under finance leases are depreciated over
their useful lives. The lease liabilities are shown in Note 14.
Exemptions are applied for short life leases and low value assets, with
payment made under operating leases charged to the Consolidated Statement of
Comprehensive Income on a straight-line basis of the period of the lease.
2.19 Revenue Recognition
Revenue is recognised in respect of amounts recharged to project strategic
partners in accordance with their contractual terms. Revenue is also generated
from management and consulting services to third parties.
The Group derives revenue from the transfer of services overtime and at a
point in time in the service lines detailed below. Revenues from external
customers come from consulting services.
The Company provides management services to subsidiary undertakings and joint
venture entities for a fixed monthly fee. Revenue from providing services is
recognised in the accounting period in which the services are rendered.
Efforts to satisfy the performance obligation are expended evenly throughout
the performance period and so the performance obligation is considered to be
satisfied evenly over time.
2.20 Finance Income
Finance income consists of bank interest on cash and cash equivalents which is
recognised using the effective interest rate method.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks being market
risk (including, interest rate risk, currency risk and price risk), credit
risk and liquidity risk. The Group's overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group's financial performance.
Market Risk
(a) Foreign currency risks
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the USD and
Euros against the UK pound. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and net investments
in foreign operations. The Group negotiates all material contracts for
activities in relation to its subsidiary in USD and Euros. The Directors will
continue to assess the effect of movements in exchange rates on the Group's
financial operations and initiate suitable risk management measures where
necessary.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its
operations, which are still in the exploration phase. Other than insignificant
consulting revenue, there is no revenue. The Directors will revisit the
appropriateness of this policy should the Group's operations change in size or
nature.
The Group has no exposure to equity securities price risk, as it has no listed
equity investments.
(c) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on
financial liabilities. The Group's interest rate risk arises from its cash
held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. Management does not expect any losses from non-performance of
these receivables.
The amount of exposure to any individual counter party is subject to a limit,
which is assessed by the Board. No credit limits were exceeded during the
reporting period, and management does not expect any losses from
non-performance by these counterparties.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Liquidity Risk
In keeping with similar sized mineral exploration groups, the Group's
continued future operations depend on the ability to raise sufficient working
capital through the issue of equity share capital. The Directors are confident
that adequate funding will be forthcoming with which to finance operations.
Controls over expenditure are carefully managed. In January 2024, the Company
raised net proceeds of £3m. See note 2.4 for further details on going concern
and liquidity.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and to enable the Group to continue its exploration and
evaluation activities. The Group has no debt at 31 December 2024 and defines
capital based on the total equity of the Company being £9,434,418. The Group
monitors its level of cash resources available against future planned
exploration and evaluation activities and may issue new shares in order to
raise further funds from time to time.
4. Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Financial Statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2024 of
£4,148,191 (2023: £2,869,667): refer to Note 9 for more information. The
Group has a right to renew exploration permits and the asset is only
depreciated once extraction of the resource commences. Management tests
annually whether exploration projects have future economic value in accordance
with the accounting policy stated in Note 2.7. Each exploration project is
subject to an annual review by either a consultant or senior company geologist
to determine if the exploration results returned during the year warrant
further exploration expenditure and have the potential to result in an
economic discovery. This review takes into consideration the expected costs
of extraction, long term metal prices, anticipated resource volumes and supply
and demand outlook. In the event that a project does not represent an
economic exploration target and results indicate there is no additional
upside, a decision will be made to discontinue exploration.
On 24 February 2024, the Company announced that management had undertaken an
assessment of the Company's non-core assets and as a consequence decided not
to extend the Gindalbie Tribute Agreement which was due to expire on 24
February 2024. As a result, the previously capitalised exploration costs
related to Gindalbie totalling £527,245 were fully impaired in the prior
year. £32,185 has been impaired in the current year.
On 26 April 2024, it was announced management had undertaken an assessment of
the Company's non-core assets and as a consequence decided not to extend the
completion date for the acquisition of the Stavely Project, located in
Victoria, which expired on 6 April 2024, and as a consequence the acquisition
has been terminated. As a result the previously capitalised exploration costs
related to the Stavely project have been impaired in the current year.
Held for sale assets
The Company has been working on a potential divestment of the Eclipse Project
and have found a buyer for this project. Management are committed to the sale
of the Eclipse licence and the expectation is that this sale will be completed
in the next three months.
As a result this asset is classified as held for sale at the year end. Please
refer to Note 11.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share
capital to certain Directors and employees as part of their remuneration
package. Certain warrants have also been issued to shareholders as part of
their subscription for shares and to suppliers for various services received.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have
been described in more detail in Note 17.
5. Segmental Information
As at 31 December 2024, the Group operates in three geographical areas, the
UK, Austria and Australia. The Company operates in one geographical area, the
UK. Activities in the UK are mainly administrative in nature whilst activities
in Austria and Australia relate to exploration and evaluation work. The
reports used by the chief operating decision maker are based on these
geographical segments.
The Group generated no revenue during the year ended 31 December 2024: £nil
(2023: £nil).
2024 Australia Austria UK Total
£ £ £ £
Revenue - - - -
Other income (10,784) - - (10,784)
Administrative expenses 734,097 11,881 2,090,151 2,836,129
Other losses 1,359,980 - 148 1,360,128
Operating loss from continued operations per reportable segment 2,083,293 11,881 2,090,299 4,185,473
Additions to non-current assets 1,541,503 12,082 10,824 1,564,409
Reportable segment assets 4,813,253 86,976 3,518,834 8,419,063
Reportable segment liabilities 65,041 4,610 84,713 154,364
Segment assets and liabilities are allocated based on geographical location.
2023 Australia Austria UK Total
£ £ £ £
Revenue - - - -
Administrative expenses (298,616) (15,706) (1,953,372) (2,267,694)
Other gains/(losses) (527,245) - - (527,245)
Operating loss from continued operations per reportable segment (825,861) (15,706) (1,953,372) (2,794,939)
Additions to non-current assets 1,998,961 3,223 8,394 2,010,578
Reportable segment assets 4,975,259 72,741 2,658,008 7,706,008
Reportable segment liabilities 667,694 8,614 75,366 751,674
6. Expenses by Nature
2024 2023
£ £
Directors' fees (note 20) 445,804 496,333
Employee Expenses 513,488 150,369
Fees payable to the Company's auditors for the audit of the Parent Company and 52,250 50,000
group financial statements
Professional, legal and consulting fees 617,758 186,588
Accounting related services 35,874 40,153
Insurance 42,663 27,640
Office and administrative expenses 118,644 66,575
Depreciation 56,603 23,349
Travel and subsistence 188,895 140,370
AIM related costs including investor relations 295,512 222,902
Share option expense 440,578 801,194
Other expenses 28,060 62,221
Total administrative expenses 2,836,129 2,267,694
7. Taxation
The tax on the Group's loss differs from the theoretical amount that would
arise using the weighted average tax rate applicable to the losses of the
consolidated entities as follows:
Group
2024 2023
£ £
Loss before tax from continued operations (4,185,473) (2,794,939)
Tax at the weighted average rate of 25% (2023: 24%) (1,046,368) (670,785)
Expenditure not deductible for tax purposes 469,994 330,998
Effect of differing tax rates across juristictions 745 (3,400)
Net tax effect of losses carried forward on which no deferred tax asset is 482,160 344,709
recognised
Income tax expense for the year 93,469 (1,522)
The weighted average applicable tax rate of 25% (2023: 24%) used is a
combination of the 25% standard rate of corporation tax in the UK (2023: 25%),
23% Austrian corporation tax (2023: 25%) and 25% Australian corporation tax
(2023: 25%).
The Group has accumulated tax losses of approximately £7,923,158 (2023:
£7,440,998) available to carry forward against future taxable profits. A
deferred tax asset has not been recognised because of uncertainty over future
taxable profits against which the losses may be utilised.
8. Property, Plant and Equipment
Field Computer equipment Right of use asset Total
equipment £ £ £
£
Cost
As at 1 January 2023 10,229 27,173 - 37,402
Additions - 8,394 42,134 50,528
Exchange differences - (12) - (12)
As at 31 December 2023 10,229 35,555 42,134 87,918
Additions 1,497 30,248 24,498 56,243
Exchange differences - (19) (3,192) (3,211)
As at 31 December 2024 11,726 65,784 63,440 140,950
Depreciation
As at 1 January 2023 10,229 25,845 - 36,074
Charge for the year - 2,345 21,004 23,349
Exchange differences - (12) 63 51
As at 31 December 2023 10,229 28,178 21,067 59,474
Charge for the year 1,497 21,249 31,720 54,466
Exchange differences - (20) (1,596) (1,616)
As at 31 December 2024 11,726 49,407 51,191 112,324
Net book value as at 31 December 2023 - 7,377 21,067 28,444
Net book value as at 31 December 2024 - 16,377 12,249 28,626
The right of use asset shown above is an asset in use by the Group's
subsidiary undertaking and represents leasehold premises. Please refer to Note
14.
9. Intangible Assets
Exploration & Evaluation Assets at Cost and Net Book Value 2024 2023
£ £
Balance as at 1 January 2,869,667 3,337,598
Additions 1,508,166 1,960,050
Transfer to asset held for sale - refer to Note 11 (21,772) (1,744,584)
Impairments (35,443) (527,245)
Foreign exchange differences (172,427) (156,152)
As at 31 December 4,148,191 2,869,667
A total of 22,129 metres combined diamond, RC drilling and AC drilling has now
been completed as of the date of this report. The Company is now advancing
detailed mineralogical and metallurgical studies and has commenced resource
drilling with plans to move towards design and commissioning of a
metallurgical test facility later this year aimed at fast-tracking product
development.
Eclipse-Gindalbie Project
In 2020 the Group acquired an option to purchase 75% of the Eclipse Gold
license. The option was exercised in February 2021 for a consideration of
AUD$1,000,000 (approximately £550,000) in cash and AUD$500,000 (£277,750)
settled via the issue of 7,095,510 new ordinary shares of no-par value at a
price of 3.91p.
In January 2022, the Group entered into a Tribute Agreement for the Gindalbie
license. The cost to enter into the Tribute Agreement was AUD$250,000 for an
initial 6-month exploration term. An additional A$250,000 was paid in August
2022 to extend the exploration period by a further 18 months.
In February 2022, 1,676m of Reverse Circulation ("RC") drilling was completed,
focused mainly on the Homeward Bound, Laurel-Bulletin, South Gippsland #3,
Golden Puzzle and Bud's Find areas. Of the four RC holes drilled at the
Homeward Bound target, three reported very high-grade intercepts.
Following from this, a further six Diamond Drill ("DD") holes for a total of
999m were completed at Eclipse during the year to test for continuity between
Eclipse and Jack's Dream and to the north-west of Jack's Dream. Five of the
six DD holes intercepted the mineralised shear reporting significant gold
intercepts.
Following on from successful drilling campaigns in February 2022 and June
2022, the Company decided to carry out a small RC campaign consisting of nine
RC drill holes for 770m. The Company found evidence of kaolinite-rich clays
within the intensely leached upper part of the weathering profile.
On 24 February 2024, the Company announced that management had undertaken an
assessment of the Company's non-core assets and as a consequence decided not
to extend the Gindalbie Tribute Agreement which was due to expire on 24
February 2024. As a result, the previously capitalised exploration costs
related to Gindalbie totalling £527,245 were fully impaired on 31 December
2023. £32,185 has been impaired in the current year.
The Eclipse project is classified as an Asset Held for Sale as the Company
works on completing the sale of this asset. Please refer to Note 11.
Pitfield Project
The Company acquired a 70% interest in the Pitfield project from Century
Minerals Pty Ltd ('Century') on 13 April 2022. The consideration for the
acquisition was satisfied by the issue of 5,611,863, new ordinary shares to
Century.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired or will expire in
the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production
Based on the above assessment, management does not consider there to be any
indicators present over the Pitfield project, in accordance with the criterion
of IFRS 6. As such, the Board do not believe that any impairment is necessary.
Walton Project
The Company acquired a 70% interest in the Walton project from Century on 24
April 2023. The consideration for the acquisition was satisfied by the issue
of 5,611,863, new ordinary shares to Century.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired or will expire in
the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production.
Based on the above assessment, management does not consider there to be any
indicators present over the Walton project, in accordance with the criterion
of IFRS 6. As such, the Board do not believe that any impairment is necessary.
Stavely Project
On 26 April 2024, it was announced management had undertaken an assessment of
the Company's non-core assets and as a consequence decided not to extend the
completion date for the acquisition of the Stavely Project, located in
Victoria, which expired on 6 April 2024, and as a consequence the acquisition
has been terminated. As a result the previously capitalised exploration costs
related to the Stavely project of £4,780 have been impaired in the current
year.
10. Trade and Other Receivables
2024 2023
£ £
VAT receivable 61,364 93,807
Prepayments 57,464 30,144
Cash in transit - 100,000
Other receivables 230,636 87,175
349,464 311,126
Other receivables are all due within one year. The fair value of all
receivables is the same as their carrying values stated above. These assets,
excluding prepayments, are the only form of financial asset within the Group,
together with cash and cash equivalents.
Cash in transit relates to funds sent from Empire Metals Limited to Empire
Metals Australia Pty Ltd.
The carrying amounts of the Group's other receivables are denominated in the
following currencies:
2024 2023
£ £
UK Pounds 165,322 115,617
Euros 2,050 757
Australian Dollars 182,092 194,752
349,464 311,126
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security. All trade and other receivables are considered fully
recoverable and performing.
11. Held For Sale Asset
2024 2023
£ £
Balance as at 1 January 1,744,584 -
Additions - -
Impairment (1,262,931) -
Transferred from Exploration and Evaluation assets 21,772 1,744,584
Foreign exchange differences (132,158) -
As at 31 December 371,267 1,744,584
The Company has been working on a potential divestment of the Eclipse Project
and have found a buyer for this licence. Management are committed to the sale
of the Eclipse licence and the expectation is that this sale will be completed
in the next three months.
As a result this asset continues to be classified as held for sale at the year
end.
12. Cash and Cash Equivalents
2024 2023
£ £
Cash at bank and in hand 3,521,515 2,752,187
The Group's cash is held with facilities with AA and A credit ratings.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
2024 2023
£ £
UK Pounds 3,289,708 2,396,719
Euros 9,863 6,073
US Dollars 50,344 138,287
Australian Dollars 171,600 211,108
Cash at bank and in hand 3,521,515 2,752,187
13. Trade and Other Payables
2024 2023
£ £
Trade payables 59,572 319,356
Other payables 33,109 22,177
Accrued expenses 49,250 388,759
141,931 730,292
The carrying amounts of the Group's trade and other payables are denominated
in the following currencies:
2024 2023
£ £
UK Pounds 84,713 75,366
Euros 4,610 8,614
Australian Dollars 52,608 646,312
141,931 730,292
14. Lease Liabilities
Group
31 December 2024 31 December
2023
£ £
Non-current liabilities
Lease liabilities - -
- -
Current liabilities
Lease liabilities 12,433 21,382
12,433 21,382
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset
revert to the lessor in the event of default.
Please refer to Note 8 for further details on the right of use asset.
Group
31 December 2024 31 December 2023
Right of Use liabilities - minimum lease payments £ £
Not later than one year 12,433 21,382
Later than one year and no later than five years - -
Later than five years - -
12,433 21,382
Future finance charges on right of use liabilities 212 348
Minimum lease payments 12,645 21,730
For the year ended 31 December 2024, the total finance charges were £931
(2023: £977).
The contracted and planned lease commitments were discounted using a weighted
average incremental borrowing rate of 4.5%.
The present value of right of use liabilities is as follows:
Group
31 December 2024 31 December 2023
£ £
Not later than one year 13,019 22,665
Later than one year and no later than five years - -
Later than five years - -
Present value of right of use liabilities 13,019 22,665
15. Share Capital and Share Premium
On 15 December 2010 the shareholders approved the removal of the Company's
authorised share capital and so there is no limit on the number of shares the
Company is authorised to issue. On that date the shareholders also approved
the removal of the nominal value of the shares, as permitted under local
company legislation. As such all amounts raised are considered to be share
premium.
Issued share capital
Group Number of shares Share premium Total
£ £
At 31 December 2022 427,323,618 45,523,695 45,523,695
Issue of Ordinary Shares - 13 March 2023 55,555,554 1,250,000 1,250,000
Issue of Ordinary Shares - 26 April 2023 5,611,863 75,760 75,760
Exercise of Warrants - 27 April 2023 1,500,000 19,500 19,500
Exercise of Warrants - 15 August 2023 1,600,000 48,000 48,000
Exercise of Warrants - 15 August 2023 773,333 26,100 26,100
Issue of Ordinary Shares - 25 September 2023 75,000,000 3,000,000 3,000,000
Exercise of Warrants - 29 November 2023 1,876,553 24,395 24,395
Exercise of Options - 8 December 2023 500,000 20,000 20,000
Exercise of Options - 8 December 2023 500,000 27,500 27,500
Exercise of Warrants - 26 December 2023 1,336,875 80,213 80,213
Cost of Capital - (202,904) (202,904)
At 31 December 2023 571,577,796 49,892,259 49,892,259
Issue of Ordinary Shares - 22 January 2024 27,272,728 3,000,000 3,000,000
Issue of Ordinary Shares - 30 September 2024 35,714,286 2,500,000 2,500,000
Cost of Capital (142,123) (142,123)
At 31 December 2024 634,564,810 55,250,136 55,250,136
On 13 March 2023 the Company completed a placing to raise £1.25 million
before expenses by way of a placing of 55,555,554 new ordinary shares of no
par value in the capital at a price of 4p.
On 26 April 2023, following completion on the Walton Copper-Gold-Lithium
Project, the Company issued 5,611,863 consideration shares.
On 27 April 2023 the Company received notification from a warrant holder to
exercise warrants over 1,500,000 new ordinary shares of no par value in the
share capital of the Company at a price of 1.3p per share.
On 15 August 2023, the Company received notification from a warrant holder to
exercise warrants over 773,333 new ordinary shares of no par value in the
share capital of the Company at a price of 3.375p per share and 1,600,000 new
ordinary shares of no par value in the share capital of the Company at a price
of 3p per share. The Company issued new ordinary shares to the warrant holders
for an aggregate cash value of £74,099.99.
On 25 September 2023, the Company issued 75,000,000 new ordinary shares at a
price of 4p per share for gross proceeds of £3,000,000.
On 29 November 2023, the Company received notification from a warrant holder
to exercise warrants over 1,876,553 new ordinary shares of no par value in the
share capital of the Company at a price of 1.3p per share. The Company issued
new ordinary shares to the warrant holders for an aggregate cash value of
£24,395.
On 8 December 2023, the Company received notification from an option holder to
exercise options over 500,000 new ordinary shares of no par value in the share
capital of the Company at a price of 4p per share and 500,000 new ordinary
shares of no par value in the share capital of the Company at a price of 5.5p
per share. The Company issued new ordinary shares to the option holders for an
aggregate cash value of £47,500.
On 26 December 2023 the Company received notification from a warrant holder
to exercise warrants over 1,336,875 new ordinary shares of no par value in the
share capital of the Company at a price of 6p per share.
On 22 January 2024, the Company completed a placing to raise £3 million by
way of a placing of 27,272,728 new ordinary shares of no par value, at a price
of 11p per share.
On 30 September 2024, the Company completed a placing to raise £2.5 million
by way of a placing of 35,714,286 new ordinary shares of no par value, at a
price of 7p per share.
16. Other reserves
2024 2023
£ £
Foreign currency translation reserve (761,910) (365,824)
Share option reserve 1,618,018 1,177,440
856,108 811,616
Foreign currency translation reserve - the foreign currency translation
reserve represents the effect of changes in exchange rates arising from
translating the Financial Statements of subsidiary undertakings into the
Company's presentation currency.
Share option reserve - the share option reserve represents the fair value of
share options and warrants in issue. The amounts included are recycled to
share premium on exercise or recycled to retained earnings on expiry. Note 17
outlines the share based payments made in the year.
17. Share Based Payments
Warrants and options outstanding at 31 December 2024 have the following expiry
dates and exercise prices, and were valued using the Black Scholes model using
the assumptions below:
Number
Grant date Expiry date Exercise price in £ per share 2024 2023
1 February 2021 31 January 2025 0.0400 10,000,000 10,000,000
1 February 2021 31 January 2025 0.0550 10,000,000 10,000,000
20 April 2022 20 April 2026 0.0250 2,500,000 2,500,000
20 April 2022 20 April 2026 0.0350 2,500,000 2,500,000
20 April 2022 20 April 2026 0.0500 2,500,000 2,500,000
22 March 2023 22 March 2028 0.0250 14,250,000 14,250,000
22 March 2023 22 March 2028 0.0300 14,250,000 14,250,000
25 September 2023 24 September 2025 0.0600 70,000 70,000
29 November 2023 28 November 2028 0.0860 8,400,000 8,400,000
21 January 2024 21 January 2026 0.1100 224,886 -
26 February 2024 26 February 2029 0.1400 6,500,000 -
26 February 2024 26 February 2029 0.1800 2,000,000 -
30 September 2024 30 September 2026 0.1100 689,988 -
73,884,874 64,470,000
2021 Options 2021 Options 2022 Options
Granted on: 01/02/2021 01/02/2021 20/04/2022
Life (years) 4 years 4 years 4 years
Share price on grant date 3.45p 3.45p 1.7p
Risk free rate 1.75% 1.75% 1.75%
Expected volatility 98,49% 98,49% 94.08%
Expected dividend yield - - -
Exercise price 4p 5.5p 2.5p
Marketability discount 20% 20% 20%
Total fair value (£) 192,016 176,292 20,289
2022 Options 2022 Options 2023 Options
Granted on: 20/04/2022 20/04/2022 22/03/2023
Life (years) 4 years 4 years 5 years
Share price on grant date 1.7p 1.7p 2.1p
Risk free rate 1.75% 1.75% 3.37%
Expected volatility 94.08% 94.08% 102.16%
Expected dividend yield - - -
Exercise price 3.5p 5p 2.5p
Marketability discount 20% 20% 20%
Total fair value (£) 18,149 15,829 178,566
2023 Options 2023 Warrants 2023 Options
Granted on: 22/03/2023 25/09/2023 29/11/2023
Life (years) 5 years 2 years 5 years
Share price on grant date 2.1p 4.2p 8.6p
Risk free rate 3.37% 3.27% 3.37%
Expected volatility 102.16% 106.22% 93.06%
Expected dividend yield - - -
Exercise price 3p 6p 8.6p
Marketability discount 20% 20% 20%
Total fair value (£) 172,888 22,721 419,819
2024 Options 2024 Options 2024 Warrants
Granted on: 26/02/2024 26/02/2024 21/01/2024
Life (years) 5 years 5 years 2 years
Share price on grant date 9.6p 9.6p 11.9p
Risk free rate 3.98% 3.98% 4.23%
Expected volatility 89.18% 89.18% 92.47%
Expected dividend yield - - -
Exercise price 14p 18p 11p
Marketability discount 20% 20% 20%
Total fair value (£) 325,627 93,648 11,314
2024 Warrants
Granted on: 30/09/2024
Life (years) 2 years
Share price on grant date 7.2p
Risk free rate 4.33%
Expected volatility 62.70%
Expected dividend yield -
Exercise price 10.5p
Marketability discount 20%
Total fair value (£) 9,989
The risk free rate of return is based on zero yield government bonds for a
term consistent with the warrant and option life. Volatility is calculated
using an average of the Company's share price 6 months prior to the granted
date.
The movement of options and warrants for the year to 31 December 2024 is shown
below:
2024 2023
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
As at 1 January 64,470,000 0.04 49,667,573 0.05
Granted 9,414,874 0.14 39,080,208 0.04
Exercised - - (8,086,761) (0.004)
Expired - - (16,191,020) (0.02)
Outstanding as at 31 December 73,884,874 0.06 64,470,000 0.04
Exercisable at 31 December 73,884,874 0.06 64,470,000 0.04
2024 2023
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0.025 - 0.18 0.06 73,884,874 4 4 0.04 64,470,000 3 3
The total fair value charged to the statement of comprehensive income for the
year ended 31 December 2024 and included in administrative expenses was
£440,578 (2023: £801,194).
18. Other losses
Group
2024 2023
£ £
Loss on dissolution of GMC Investments (5,814) -
Other (148) -
(5,962) -
19. Employees
Group
2024 2023
£ £
Salaries and wages 443,633 106,011
Temporary staff and contractors 18,721 -
Pensions 48,031 11,425
510,385 117,436
The average monthly number of employees during the year was 6 (2023: 3).
20. Directors' Remuneration
For the year ended 31 December 2024
Short term benefits Post-Employment benefits Share based payment Total
£ £ £ £
Executive Directors
Shaun Bunn 200,000 - - 200,000
Gregory Kuenzel 140,000 4,200 - 144,200
Non-executive Directors
Neil O'Brien 42,000 - - 42,000
Peter Damouni 42,000 - - 42,000
424,000 4,200 - 428,200
For the year ended 31 December 2023
Short term benefits Post-Employment benefits Share based payment Total
£ £ £ £
Executive Directors
Shaun Bunn 215,000 - 263,257 478,257
Gregory Kuenzel 170,333 5,110 202,603 378,046
Non-executive Directors
Neil O'Brien 58,500 - 142,124 200,624
Peter Damouni 52,500 - 126,294 178,794
496,333 5,110 734,278 1,235,721
21. Earnings per Share
Continuing operations
The calculation of the total basic losses per share of 0.670 pence (2023: loss
0.560 pence) is based on the losses attributable to equity owners of the group
of £4,092,004 (2023: £2,796,461) and on the weighted average number of
ordinary shares of 606,360,637 (2023: 498,087,397) in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical
in 2024 as the effect of the exercise of share options or warrants would be to
decrease the loss per share as the entity is loss making, these instruments
are anti-dilutive.
22. Commitments
(a) Work programme commitment
The Eclipse Mining Licence has an annual minimum expenditure commitment of
AUD$30,300.
The Pitfield/Walton Projects have an annual minimum expenditure commitment of
AUD$435,500 across all licences.
(b) Royalty agreements
As part of the contractual arrangement with Kibe No.1 Investments Limited the
Group has agreed to pay a royalty on revenue from gold sales arising from gold
mines developed by Noricum Gold AT GmbH and covered by licenses acquired by
Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement
between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group
shall pay royalties, based on total ounces of gold sold, equal to US$1 for
every US$250 of the sale price per ounce.
(c) Lease agreements
During the period Empire Metals Australia Pty Ltd, a wholly owned subsidiary
of Empire Metals Limited, entered into a two year office lease of AUD$25,525
per annum. At the year end the commitment amounted to AUD$12,433. Please refer
to Note 14.
23. Financial instruments
Financial instruments measured at fair value
The fair value hierarchy of financial instruments measured at fair value is
provided below. The different levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1),
- Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly (level
2),
- Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
Cost may be an appropriate estimation of fair value at the measurement date
only in limited circumstances, such as for a pre-revenue entity when there is
no catalyst for change in fair value, or the transaction date is relatively
close to the measurement date. The financial asset relates to costs incurred
with the acquisition of an option to invest in a 75% holding of Eclipse
Exploration PTY. Further detail can be found in note 9.
Group
At the year end, the Company had no assets held at fair value with the
exception of the asset held for sale. Also held for sale as at 31 December
2023. Refer to Note 11 for further detail.
31 December 2024 31 December 2023
At amortised cost Total At amortised cost Total
Assets per Statement of Financial Position
Trade and other receivables (excluding prepayments) 230,636 230,636 280,982 280,982
Cash and cash equivalents 3,521,515 3,521,515 2,752,187 2,752,187
Total 3,752,151 3,752,151 3,033,169 3,033,169
Liabilities per Statement of Financial Position
Trade and other payables (excluding accruals) 92,681 92,681 341,533 341,533
Total 92,681 92,681 341,533 341,533
24. Related Party Transactions
Loans provided by Parent Company
As at 31 December 2024 there were amounts receivable of £14,832 (2023:
£12,803) from Kibe No.2 Investments Limited. No interest was charged on the
loans.
As at 31 December 2024 there were amounts receivable of £696,525 (2023:
£696,226) from European Mining Services Limited.
As at 31 December 2024 there were amounts receivable of £9,472,444 (2023:
£6,472,444) from Empire Metals Australia Pty Ltd.
As at 31 December 2024 there were amounts receivable of £189,721 (2023:
£155,325) from Noricum AT GmbH.
As at 31 December 2024 there were amounts receivable of £Nil (2023: £53,202)
from GMC Investments Limited.
Loans provided by Kibe No.2 Investments Limited
As at 31 December 2024 there were amounts receivable of £754,517 (2023:
£754,517) from Noricum AT GmbH.
All intra-group transactions are eliminated on consolidation.
Other Transactions
Westend Corporate LLP, an entity in which Gregory Kuenzel is a partner, was
paid a fee of £85,331 (2023: £73,858) for accounting and corporate services
to the Group. At the year end there was nothing outstanding (2023: £nil).
MOAR Consulting Inc, an entity in which Neil O'Brien is a beneficiary provided
geological consulting services to Empire Metals Australia Pty Ltd. Total
charges for the year ended 31 December 2024 were CAD$86,330 (2023: CAD$84,717)
Silvergate Capital Partners Ltd an entity in which Peter Damouni is a
beneficiary, was paid a fee of £60,000 (2023: £15,000) for business
development services to the Group.
During the period invoices totalling AUD$275,000 were paid to Century Minerals
Pty Ltd (2023: AUD$38,439).
25. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
26. Events after the Reporting Date
On 23 January 2025 the appointment of Phillip Brumit was announced, as
Non-executive Director with effect from 1 February 2025.
On 23 January 2025 the Remuneration Committee agreed to issue options over a
total of 2,000,000 ordinary shares of no par value in the capital of the
Company to Mr Brumit on his joining the Company.
On 23 January 2025 it was announced that the Company had extended the exercise
period of certain share options granted to Neil O'Brien (Non-executive
Chairman), Peter Damouni (Non-executive Director) and Gregory Kuenzel (Finance
Director) under the Company's Long Term Incentive Plans, which were originally
issued on 1 January 2021.
On 29 January 2025 the Company agreed to issue 7,700,000 new ordinary shares
to option holders, who exercised their options, for an aggregate cash value of
£365,750.
On 14 March 2025 it was announced that the Company's Ordinary Shares had been
approved to trade on the OTCQB Market in the United States of America.
On 23 May 2025 the Company issued 47,368,423 new ordinary shares of no par
value at a price of 9.5p for gross proceeds of £4.5 million.
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 FR FAMMTMTAMTJARecent news on Empire Metals
See all newsREG - Empire Metals Ltd - Exceptional High-Purity TiO2 Product Achieved
AnnouncementREG - Empire Metals Ltd - Final Results
AnnouncementREG - Empire Metals Ltd - Holding(s) in Company
AnnouncementREG - Empire Metals Ltd - Holding(s) in Company
AnnouncementREG - Empire Metals Ltd - Major Drilling Campaign Targeting Maiden MRE
Announcement