REG - First Class Metals - Half-year Report
30/09/2024 09:00
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RNS Number : 2063G First Class Metals PLC 30 September 2024
Half Yearly Report
FIRST CLASS METALS PLC
(the "Company" or "FCM")
For the six months ended 30 June 2024
First Class Metals PLC ("First Class Metals" "FCM" or the "Company") the UK
listed metals exploration company seeking economic metal discoveries across
its extensive Canadian Schreiber-Hemlo, Sunbeam and Zigzag land holdings is
pleased to present its interim results for the six months ended 30 June 2024.
Interim Management Report
I. Operational Highlights
In early May FCM announced that field work had been initiated on its projects
in Canada, with three exploration teams deployed:
· Review of the historical core from the Sunbeam Property
· Reconnaissance trip to the Quinlan claims for access appraisal
· Preparation for stripping at North Hemlo
Additionally, Prospectair has been retained to undertake a geophysical survey
at the newly acquired Kerrs Gold Property.
Marc Sale, CEO commented:
"I am, as ever, enthusiastic with the speed at which FCM has started the field
season, all thanks to EGS' (Emerald Geological Services) support. The review
of the Sunbeam Property core, the geophysics survey over Kerrs and the
preparation for work at Dead Otter herald an exciting field season for First
Class"
II. Corporate and Financial Highlights
Since the beginning of 2024, the Company has undertaken several corporate
actions aimed at leveraging its exceptional team and extensive network. FCM is
now entering a phase of development that is expected to result in a
significant increase in activity across its portfolio of assets.
· On 22 February the Company successfully completed a private placement
through a subscription with an existing high-net-worth shareholder, issuing
3,700,000 ordinary shares at a price of 4.5 pence per share, thereby raising
£166,500. This placement was facilitated by an additional share loan from the
Company's Executive Chairman, James Knowles, consisting of 3,700,000 shares.
· On 20 March 2024, the Company received approval for a maximum
CAD$200,000 OJEP Grant for work completed on the Zigzag lithium and critical
metals property, covering up to 50% of exploration expenditures from 1 April
2023, to 15 February 2024. This grant, which First Class has successfully
secured in consecutive years, reflects the Ontario Government's commitment to
supporting early exploration for junior companies, and FCM is proud to be the
only UK company to receive this non-dilutive funding for the second year
running.
· On 3 April 2024, the Company received a Goods and Services Tax
(GST)/Harmonized Sales Tax (HST) credit amounting to CAD$212,780.03 for the
year ending 2023. This credit reflects the Company's eligible expenditures and
represents an important financial benefit, enhancing cash flow and supporting
ongoing operations.
· On 9 April 2024, discussions commenced with Seventy Ninth Resources
Limited ("SNR"), a division of the Seventy Ninth Group Limited ("SNG"),
regarding several of FCM's core and non-core assets. This negotiation
underscored FCM's business model of acquiring, enhancing, and monetizing its
assets. The Company continues to explore potential synergies with SNR to
expand their portfolio of natural resources assets.
· On 13 June 2024, the McKellar and Enable properties were sold to SNG
for a combined cash payment of £270,000. Additionally, the Company entered
into a £230,000 drawdown facility with SNG over a 12-month period, which will
be utilised for general working capital and to advance exploration activities
on remaining FCM properties. The loan, drawn in a single tranche, is secured
by a debenture over the assets of First Class Metals PLC, carries a 15%
coupon, and is structured on an interest-only basis with repayment due on 25
May 2025. Seventy Ninth Resources continues to conduct further due diligence
on additional FCM assets, as previously announced on 9 April 2024.
James Knowles, Chairman commented:
"In the first half of the year, First Class Metals achieved a significant
milestone with the successful asset sale to 79th Group, enhancing our
financial position and providing resources for future growth. Our recent
capital raises through share placements reflect our commitment to advancing
our core portfolio and maximising shareholder value. We appreciate
shareholders' support as we continue to strengthen our position in the
Canadian precious & critical metals exploration sector and work towards
achieving our strategic goals. Thank you for being a part of our journey."
III. Post period highlights
In the last three months comprising July to September 2024, FCM has been
active both operationally with its exploration projects in Canada as well as
on its corporate side. The highlights for this period are:
· On 8 July 2024, the Company completed the repayment of a share loan
from director James Knowles, issuing 9,695,332 new ordinary shares to settle
the outstanding position related to two tranches previously loaned to the
Company.
· On 17 July 2024, the Company completed a private placing of 3,035,714
ordinary shares at a price of 2.8 pence per share, raising gross proceeds of
£85,000, which represented a 5.6% premium to the mid-market closing price on
July 16, 2024. To facilitate this placing, Executive Chairman James Knowles
entered into a share lending agreement to loan the required shares to the
Company, with the allotment of 5,912,059 new shares from him. No fees or
security were associated with this share loan.
· On 2 August 2024, the Company completed the repayment of shares
loaned by Executive Chairman James Knowles, issuing 5,912,059 new ordinary
shares to settle the outstanding position related to two tranches previously
announced on 17 July 2024. On the same date the Company also completed a
private placing of 9,500,000 shares at a price of 2.7 pence per share, raising
gross proceeds of £256,500, with Axis Capital Markets acting as the sole
placing agent and subsequently appointed as the Company's new broker.
IV. Financial Review
Funding
At the period end, the Group was funded through equity raises as well as sale
of certain properties as stated above. A sum of £435,000 was raised through
private placement and sale of properties.
Current Assets
At 30 June 2024, the Group had trade and other receivables of £75,428 (Dec
2023: £290,012, June 2023: £157,632).
Liquidity, cash and cash equivalents
At 30 June 2024, the Group held £83,006 (Dec 2023: £140,802, 30 June 2023:
£844,131) of cash and cash equivalents, all of which are denominated in pound
sterling.
Going concern
The financial information has been prepared on the basis that the Group will
continue as a going concern.
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market to meet its investment and exploration plans and to
maintain its listing status.
The Group's reliance on a successful fund raising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due.
The Company successfully raised £166,500 in the period ended 30 June 2024
through issuing shares loaned by a director. Additionally Canadian Tax
Refunds of $212,780, the "OJEP" Grant receipt of $200,000 and property sales
of £270,000 have been received during the period.
The Directors are aware of the reliance on fund raising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fund raising is
successful.
Financial risk review
Group
Principle risks & uncertainties are detailed in the most recent Annual
report (page 54) which can be found on the company's website and remain
unchanged. This Annual Report can be found at:
https://www.firstclassmetalsplc.com/ (https://www.firstclassmetalsplc.com/) .
This note presents information about the group's exposure to financial risks
and the group's management of capital.
Capital risk management
The Group's objectives when managing capital are: (a) To maintain a flexible
capital structure which optimizes the cost of capital at acceptable risk; (b)
To meet external capital requirements on debt and credit facilities; (c) To
ensure adequate capital to support long-term growth strategy; and (d) To
provide an adequate return to shareholders. The Group continuously monitors
and reviews the capital structure to ensure the objectives are met. Management
defines capital as the combination of its indebtedness and equity balances and
manages the capital structure within the context of the business strategy,
general economic conditions, market conditions in the power industry and the
risk characteristics of assets. The Group's objectives in managing capital and
the definition of capital remain unchanged throughout the period. External
factors, such as the economic environment, have not altered the Group's
objectives in managing capital.
Credit risk
The group's definition of credit risk is Credit risk is the risk of financial
loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. At present the Group does not have
any customers and its risk on cash and bank is mitigated by holding of the
funds in an "A" rated bank.
Liquidity risk
The group's definition of liquidity risk is Liquidity risk is the risk that
the Group will not be able to meet its financial obligations as they become
due. The Group manages liquidity risk by maintaining adequate cash balances.
Market risk
The group's definition of market risk is Market risk is the risk that changes
in market prices, such as commodity prices, will affect the Group's earnings.
The objective of market risk management is to identify both the market risk
and the Group's option to mitigate this risk.
A majority of the Group's operating costs will be incurred in US and Canadian
dollars, whilst the Group has raised capital in £ Sterling. The Group will
incur exploration costs in US and Canadian Dollars, but it has raised capital
in £ Sterling. Fluctuations in exchange rates of the US Dollar and Canadian
Dollar against £ Sterling may materially affect the Group's translated
results of operations. In addition, given the relatively small size of the
Group, it may not be able to effectively hedge against risks associated with
currency exchange rates at commercially realistic rates. Accordingly, any
significant adverse fluctuations in currency rates could have a material
adverse effect on the Group's business, financial condition and prospects to a
much greater extent than might be expected for a larger enterprise.
Interest rate risk is the risk that the fair value of the future cash flows of
a financial instrument will fluctuate because of changes in market rates of
interest. As the Group has no significant interest bearing assets or
liabilities, the group's operating cash flows are substantially independent of
changes in market interest rates. Therefore, the Group is not exposed to
significant interest rate risk.
UK Listing Rules
On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules
("UKLR") under which the existing Standard Listing category was replaced by
the Equity Shares (transition) category under Chapter 22 of the UKLR.
Consequently, with effect from that date the Company is admitted to Equity
Shares (transition) category of the Official List under Chapter 22 of the UKLR
and to trading on the London Stock Exchange's Main Market for listed
securities.
Statement of Directors' Responsibilities
The Directors are responsible for preparing this report and the financial
statements in accordance with applicable United Kingdom law and regulations
and UK adopted International Financial Reporting Standards ("IFRS").
Company law requires the Directors to prepare financial statements for each
financial period which present fairly the financial position of the Company
and the financial performance and cash flows of the Company for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
• state whether applicable IFRS standards have been followed, subject to any
material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
• provide additional disclosures when compliance with the specific
requirements in IFRS standards is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Company financial statements comply with the
Companies Act 2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual report includes information
required by the Listing Rules of the Financial Conduct Authority.
The financial statements are published on the Company's website
https://www.firstclassmetalsplc.com/ (https://www.firstclassmetalsplc.com/) .
The work carried out by the Auditor does not involve consideration of the
maintenance and integrity of this website and accordingly, the Auditor accepts
no responsibility for any changes that have occurred to the financial
statements since they were initially presented on the website. Visitors to the
website need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the financial statements may differ from
legislation in their jurisdiction.
The Directors confirm that to the best of their knowledge the Company
financial statements give a true and fair view of the assets, liabilities,
financial position of the Company.
Half yearly accounts
Consolidated Income Statement for the Period from 1 January 2024 to 30 June
2024
6 months to 6 months to 12 months to
30 June 30 June 31 December
2024 2023 2023
£ £ £
Unaudited Unaudited Audited
Revenue - -
Cost of sales - -
Gross loss - -
Administrative expenses (573,159) (693,460) (1,461,347)
Other gains 32,503 - -
Operating loss (540,656) (693,460) (1,461,347)
Finance income 71 2,058 5,742
Finance costs (16,100) (53,298) (123,324)
Net finance cost (16,029) (51,240) (117,582)
Loss before tax (556,685) (744,700) (1,578,929)
Loss for the period (556,685) (744,700) (1,578,929)
Profit/(loss) attributable to:
Owners of the company (556,685) (744,700) (1,578,929)
Loss for the period (556,685) (744,700) (1,578,929)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (losses)/gains (9,848) (84) 14
Total comprehensive (loss)/income for the period (566,533) (744,784) (1,578,915)
Total comprehensive (loss)/income attributable to:
Owners of the company (566,533) (744,784) (1,578,915)
Loss per share: (0.87) (1.06)p (2.13)p
Consolidated Statement of Financial Position as at 30 June 2024
Note 30 June 30 June 31 December
2024 2023 2023
£ £ £
Unaudited Unaudited Audited
Assets
Non-current assets
Property, plant and equipment 5 636 1,169 903
Mineral property exploration and evaluation 4 3,427,255 2,914,105 3,351,389
3,427,891 2,915,274 3,352,292
Current assets
Trade and other receivables 7 75,427 157,632 290,012
Cash and cash equivalents 8 83,006 844,131 140,802
158,433 1,001,763 430,814
Total assets 3,586,324 3,917,037 3,783,106
Equity and liabilities
Equity
Share capital 9 (82,046) (79,551) (82,046)
Share premium (4,719,622) (4,470,806) (4,719,622)
Equity reserve (719,440) (22,201) (719,440)
Foreign currency translation reserve 9,736 (14) (112)
Retained earnings 2,981,329 1,614,079 2,424,644
Equity attributable to owners of the company (2,530,043) (2,958,493) (3,096,576)
Current liabilities
Trade and other payables 11 (821,596) (459,558) (526,530)
Loans and borrowings 10 (234,685) (498,986) (160,000)
Total liabilities (1,056,281) (958,544) (686,530)
Total equity and liabilities (3,586,324) (3,917,037) (3,783,106)
Consolidated Statement of Changes in Equity for the Period from 1 January 2024
to 30 June 2024
Unaudited Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£ £ £ £ £ £
At 1 January 2024 82,046 4,719,622 719,440 112 (2,424,644) 3,096,576
Loss for the period - - - - (556,685) (556,685)
Other comprehensive income - - - (9,848) - (9,848)
Total comprehensive income - - - (9,848) (556,685) (566,533)
At 30 June 2024 82,046 4,719,622 719,440 (9,736) (2,981,329) 2,530,043
Unaudited Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£ £ £ £ £ £
At 1 January 2023 69,049 3,395,168 10,258 98 (869,379) 2,605,194
Loss for the period - - - - (744,700) (744,700)
Other comprehensive income - - - (84) - (84)
Total comprehensive income - - - (84) (744,700) (744,784)
New share capital subscribed 10,502 1,075,638 - - - 1,086,140
Other equity reserve movements - - 11,943 - - 11,943
At 30 June 2023 79,551 4,470,806 22,201 14 (1,614,079) 2,958,493
Audited Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£ £ £ £ £ £
At 1 January 2023 69,049 3,395,168 10,258 98 (869,379) 2,605,194
Loss for the period - - - - (1,578,929) (1,578,929)
Other comprehensive income - - - 14 - 14
Total comprehensive income - - - 14 (1,578,929) (1,578,915)
New share capital subscribed 12,997 1,324,454 - - - 1,337,451
Shares to be issued - - 719,440 - - 719,440
Other equity reserve movements - - 13,406 - - 13,406
Transfer - - (23,664) - 23,664 -
At 31 December 2023 82,046 4,719,622 719,440 112 (2,424,644) 3,096,576
Consolidated Statement of Cash Flows for the Period from 1 January 2024 to 30
June 2024
Note 6 months to 6 months to 12 months to
30 June 30 June 31 December 2023
2024 2023 £
£ £ Audited
Unaudited Unaudited
Cash flows from operating activities
Loss for the period (576,268) (744,700) (1,578,929)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 266 266 532
Profit on disposal of intangible assets (32,503) - -
Impairment losses 3,306 - 88,568
Foreign exchange loss/(gain) 104,910 80,474 77,447
Finance income (71) (2,058) (5,742)
Finance costs 16,099 53,298 123,324
(484,261) (612,720) (1,294,800)
Working capital adjustments
Decrease/(increase) in trade and other receivables 7 99,208 68,585 (107,521)
Increase in trade and other payables 11 54,221 102,233 283,876
Increase in deferred consideration (54,609) - -
Net cash flow from operating activities (385,441) (441,902) (1,118,445)
Cash flows from investing activities
Interest received 71 2,058 5,742
Acquisitions of property plant and equipment - (624) (624)
Proceeds from sale on intangible assets 274,291 - -
Acquisition of mineral property exploration and revaluation 4 (287,210) (729,823) (1,253,726)
Net cash flows from investing activities (12,848) (728,389) (1,248,608)
Cash flows from financing activities
Interest paid - - (18)
Proceeds from issue of ordinary shares, net of issue costs - 1,098,083 1,337,451
Proceeds from other borrowing draw downs 230,000 280,394 450,000
Repayment of other borrowing (160,000) (15,353) (517,143)
Financing of shares loaned by directors 166,500 - 725,602
Finance cost of financial instruments - - (123,305)
Foreign exchange loss/(gain) - - (77,447)
Net cash flows from financing activities 236,500 1,363,124 1,795,140
Net increase in cash and cash equivalents (161,789) 192,833 (571,913)
Cash and cash equivalents at 1 January 140,802 712,715 712,715
Effect of exchange rate fluctuations on cash held 99,308 (61,417) -
Cash and cash equivalents at 30 June 78,321 844,131 140,802
Notes to the Financial Statements for the Period from 1 January 2024 to 30
June 2024
1 General information
The Company is a public company limited by share capital, incorporated and
domiciled in England and Wales.
The principal activity of the Company was that of a holding company.
The principal activity of the Group was that of the exploration of gold and
other semi-precious metals as well as battery metals critical to energy
storage and power generation solutions.
The Company's ordinary shares are traded on the London Stock Exchange (LSE)
under the ticker symbol FCM.
The address of its registered office is:
Suite 16 Freckleton Business Centre
Freckleton Street
Blackburn
Lancashire BB2 2AL
United Kingdom
These unaudited interim results comprise the Company and its subsidiary, First
Class Metals Canada Inc. .
The Company's interim report and accounts for the six months ended 30 June
2024 have been prepared using the recognition and measurement principles of
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.
These interim financial statements for the six months ended 30 June 2024
should be read in conjunction with the financial statements for the year ended
31 December 2023, which have been prepared in accordance with International
Financial Reporting Standards ("IFRSs") as applied in accordance with the
provisions of the Companies Act 2006. The interim report and accounts do not
include all the information and disclosures required in the annual financial
statements.
The interim report and accounts have been prepared in accordance with IAS34
(interim financial statements) and on the basis of the accounting policies,
presentation and methods of computation as set out in the Company's December
2023 Annual Report and Accounts, except for those that relate to new standards
and interpretations effective for the first time for periods beginning on (or
after) 1 January 2024 and will be adopted in the 2024 annual financial
statements.
The financial information is presented in Pounds Sterling, rounded to the
nearest pound and has been prepared under the historical cost convention.
The interim report and accounts do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006. These interim financial
statements were approved by the Board of Directors on 28 September 2024. The
results for the six months to 30 June 2024 and the comparative results for the
six months to 30 June 2023 are unaudited. The figures for the year ended 31
December 2023 are extracted from the audited statutory accounts of the Company
for that period.
Going Concern
The Directors have confirmed their intention to support the Company whilst it
is in the process of raising funds to achieve its business plans. The
Directors consider that sufficient resources are available to support the
Company's operations for the foreseeable future and therefore believe that the
going concern basis of preparation is appropriate.
2 Loss per share
6 months ended 6 months ended 12 months ended 31 December 2023
30 June 2024 30 June 2023
(unaudited) (unaudited) (audited)
Loss from operations £ (556,685) (744,700) (1,578,915)
Weighted average number of shares 63,838,554 70,410,322 74,217,536
Basic and fully diluted loss per share Pence (0.87) (1.06) (2.13)
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the period.
There are potentially issuable shares all of which relate to share warrants
issued as part of placings in 2022. However, due to the losses for the year
the impact of the potential additional shares is anti-dilutive and has
therefore not been recognised in the calculation of the fully diluted loss per
share.
3 Earnings per share
The calculation of the basic and diluted earnings per share (EPS) has been
based on the loss attributable to ordinary shareholders and weighted-average
number of ordinary shares outstanding.
4 Mineral property exploration and evaluation
Mineral property exploration and evaluation
£
Cost or valuation
At 1 January 2023 2,256,720
Additions 1,253,726
Foreign exchange movements (70,489)
At 31 December 2023 3,439,957
At 1 January 2024 3,439,957
Additions 414,476
Disposals (240,204)
Foreign exchange movements (183,691)
At 30 June 2024 3,430,538
Amortisation
Impairment (3,283)
Carrying amount
At 30 June 2024 3,427,255
At 30 June 2023 2,914,105
At 31 December 2023 3,351,389
5 Property, plant and equipment
Group
Furniture, fittings and equipment
£
At 1 January 2023 974
Additions 624
At 30 June 2023 1,598
Depreciation
At 1 January 2023 162
Charge for the period 533
At 31 December 2023 695
At 1 January 2024 695
Charge for the period 267
At 30 June 2024 962
Carrying amount
At 30 June 2024 636
At 31 December 2023 903
6 Investments
Group subsidiaries
Details of the group subsidiaries as at 30 June 2024 are as follows:
Name of subsidiary Principal activity Registered office Proportion of ownership interest and voting rights held 2023
2024
First Class Metals Canada Inc.* Mining of other non-ferrous metal ores 55 York Street 100% 100%
Suite 401
Toronto
ON M5J 1R7
Canada
* indicates direct investment of the company.
7 Trade and other receivables
30 June 30 June 31 December
2024 2023 2023
£ £ £
Accrued income 34,684 - 118,991
Prepayments 2,292 60,479 32,452
Other receivables 38,451 97,153 138,569
75,427 157,632 290,012
8 Cash and cash equivalents
30 June 30 June 31 December
2024 2023 2023
£ £ £
Cash at bank 83,006 844,131 140,802
Bank overdrafts (4,685) - -
78,321 844,131 140,802
9 Share capital
Allotted, called up and fully paid shares
30 June 31 December
2024 2023
No. £ No. £
Ordinary shares of £0.001 each 82,046,029 82,046 82,046,029 82,046.03
Zigzag Option Agreement
In accordance with the Zigzag Option Agreement, payments and issuances of FCM
ordinary shares are scheduled over a four-year period. The following table
provides a detailed summary of the contractual obligations for cash payments,
the issuance of ordinary shares, and the annual work commitments as per the
agreement:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On Signing $50,000 $25,000 $0
June 01, 2023 $75,000 $30,000 $50,000
June 01, 2024 $100,000 $50,000 $100,000
June 01, 2025 $125,000 $60,000 $150,000
June 01, 2026 $150,000 $85,000 $250,000
Total $500,000 $250,000 $550,000
Issuance of FCM Ordinary Shares
In line with IFRS requirements for financial reporting, it is noted that as at
30 June 2024, CAD $50,000 worth of FCM ordinary shares, originally scheduled
for issuance on 1 June 2024, were pending. These shares were subsequently
issued in July 2024.
The financial position as of 30 June 2024 reflects this as a share issuance
obligation. Since the shares have now been issued, no further liability for
these shares remains outstanding as of the date of this report.
The schedule above continues to outline the future obligations under the
option scheme for the subsequent periods.
Kerrs Gold Property - IFRS Disclosure
In accordance with the Kerrs Gold Property Agreement, the following is a
summary of the contractual obligations:
Due Date Share Payments Cash Payments (CAD$)
Upon signing the Agreement - $6,000 ($10,000 less $4,000 exclusivity deposit)
Six months after the Effective Date - $10,000
Within four months of signing the Agreement upon publication of a prospectus CAD $20,000 in share value -
On the 1st anniversary of the Effective Date CAD $30,000 in share value $30,000
On the 2nd anniversary of the Effective Date CAD $40,000 in share value $40,000
On the 3rd anniversary of the Effective Date CAD $60,000 in share value $60,000
Total CAD $150,000 in share value $150,000
Issuance of Shares
As of 30 June 2024, no pending share issuance was reported under this
agreement. The contractual obligations for both share payments and cash
payments are scheduled as outlined above and will be reflected in future
reporting periods as they fall due.
Quinlan Property - IFRS Disclosure
In accordance with the Quinlan Property Agreement, the following is a summary
of the contractual obligations:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On signing $10,000 $15,000* $0
Within one-year anniversary $5,000 $10,000 $50,000
Within two-year anniversary $10,000 $5,000 $50,000
Within three-year anniversary $15,000 $10,000 $150,000
Within four-year anniversary $100,000 NIL $150,000
Total $140,000 $40,000 $400,000
*The issuance of CAD $15,000 in ordinary FCM shares, originally due on
signing, is still pending as of 30 June 2024 and will be completed upon the
next prospectus publication.
Issuance of Shares
As of 30 June 2024, the CAD $15,000 worth of FCM ordinary shares scheduled to
be issued upon signing is pending. These shares are expected to be issued at
the next prospectus. All other obligations remain on schedule and will be
reflected in future reporting periods.
Ongold Property - IFRS Disclosure
In accordance with the Ongold Property Agreement, the following is a summary
of the share issuance obligation:
Ordinary FCM Shares
Condition
Upon publication of an FCA-approved prospectus £100,000 in shares
Issuance of Shares
As of 30 June 2024, the issuance of £100,000 worth of FCM ordinary shares to
Ongold remains pending. This issuance is conditional upon the publication of
an FCA-approved prospectus and will be completed upon meeting that condition.
Future updates will reflect the status of this issuance in accordance with the
terms of the agreement.
10 Loans and borrowings
Issuance of FCM Ordinary Shares
In line with IFRS requirements for financial reporting, it is noted that as at
30 June 2024, CAD $50,000 worth of FCM ordinary shares, originally scheduled
for issuance on 1 June 2024, were pending. These shares were subsequently
issued in July 2024.
The financial position as of 30 June 2024 reflects this as a share issuance
obligation. Since the shares have now been issued, no further liability for
these shares remains outstanding as of the date of this report.
The schedule above continues to outline the future obligations under the
option scheme for the subsequent periods.
Kerrs Gold Property - IFRS Disclosure
In accordance with the Kerrs Gold Property Agreement, the following is a
summary of the contractual obligations:
Due Date Share Payments Cash Payments (CAD$)
Upon signing the Agreement - $6,000 ($10,000 less $4,000 exclusivity deposit)
Six months after the Effective Date - $10,000
Within four months of signing the Agreement upon publication of a prospectus CAD $20,000 in share value -
On the 1st anniversary of the Effective Date CAD $30,000 in share value $30,000
On the 2nd anniversary of the Effective Date CAD $40,000 in share value $40,000
On the 3rd anniversary of the Effective Date CAD $60,000 in share value $60,000
Total CAD $150,000 in share value $150,000
Issuance of Shares
As of 30 June 2024, no pending share issuance was reported under this
agreement. The contractual obligations for both share payments and cash
payments are scheduled as outlined above and will be reflected in future
reporting periods as they fall due.
Quinlan Property - IFRS Disclosure
In accordance with the Quinlan Property Agreement, the following is a summary
of the contractual obligations:
Date Cash (CAD$) Ordinary FCM Shares (CAD$) Annual Work Commitment (CAD$)
On signing $10,000 $15,000* $0
Within one-year anniversary $5,000 $10,000 $50,000
Within two-year anniversary $10,000 $5,000 $50,000
Within three-year anniversary $15,000 $10,000 $150,000
Within four-year anniversary $100,000 NIL $150,000
Total $140,000 $40,000 $400,000
*The issuance of CAD $15,000 in ordinary FCM shares, originally due on
signing, is still pending as of 30 June 2024 and will be completed upon the
next prospectus publication.
Issuance of Shares
As of 30 June 2024, the CAD $15,000 worth of FCM ordinary shares scheduled to
be issued upon signing is pending. These shares are expected to be issued at
the next prospectus. All other obligations remain on schedule and will be
reflected in future reporting periods.
Ongold Property - IFRS Disclosure
In accordance with the Ongold Property Agreement, the following is a summary
of the share issuance obligation:
Ordinary FCM Shares
Condition
Upon publication of an FCA-approved prospectus £100,000 in shares
Issuance of Shares
As of 30 June 2024, the issuance of £100,000 worth of FCM ordinary shares to
Ongold remains pending. This issuance is conditional upon the publication of
an FCA-approved prospectus and will be completed upon meeting that condition.
Future updates will reflect the status of this issuance in accordance with the
terms of the agreement.
10
Loans and borrowings
30 June 30 June 31 December
2024 2023 2023
£ £ £
Current loans and borrowings
Bank overdraft 4,685 - -
Other borrowings 230,000 - -
Convertible debt - 498,986 160,000
234,685 498,986 160,000
The group's exposure to market and liquidity risks, including maturity
analysis, relating to loans and borrowings is disclosed in note 15 "Financial
risk review".
In June 2024, the company completed the drawdown facility of £230,000 from
the 79(th) Grp Limited and this is secured by way of debenture.
11 Trade and other payables
30 June 30 June 31 December
2024 2023 2023
£ £ £
Trade payables 128,613 183,257 114,959
Accrued expenses 483,170 269,562 385,277
Social security and other taxes 23,796 4,875 15,735
Outstanding defined contribution pension costs - 1,864 -
Other payables 186,017 - 10,559
821,596 459,558 526,530
12 Post balance sheet events
As of July 8, 2024, the Company completed the repayment of a share loan from
director James Knowles, issuing 9,695,332 new ordinary shares to settle the
outstanding position related to two tranches previously loaned to the Company.
As of July 17, 2024, the Company completed a private placing of 3,035,714
ordinary shares at a price of 2.8 pence per share, raising gross proceeds of
£85,000, which represented a 5.6% premium to the mid-market closing price on
July 16, 2024. To facilitate this placing, Executive Chairman James Knowles
entered into a share lending agreement to loan the required shares to the
Company, with the allotment of 5,912,059 new shares from him. No fees or
security were associated with this share loan.
On August 2, 2024, the Company completed the repayment of shares loaned by
Executive Chairman James Knowles, issuing 5,912,059 new ordinary shares to
settle the outstanding position related to two tranches previously announced
on July 17, 2024.
The Company also completed a private placing of 9,500,000 shares at a price of
2.7 pence per share, raising gross proceeds of £256,500, with Axis Capital
Markets acting as the sole placing agent and subsequently appointed as the
Company's new broker.
13 Related party transactions
Parties are considered to be related if one party has the ability (directly or
indirectly) to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also
considered related if they are subject to common control or common significant
influence. Related parties may be individuals or corporate entities.
During the period, the Group incurred consultancy and travel expenses in
relation to the intangible assets from Specialist Exploration Services
(Scotland) Limited, a company controlled by a common director. The services
were for £83,234 (Dec 2023: £181,814) of which £Nil (Dec 2023: £7,000) was
outstanding at 30 June 2024.
During the year, the Group incurred director's fees for A Williamson through
Vrynwy Limited, a company controlled by a common director. The services were
for £17,188 (2023: £4,170) of which £2,750 (2023: £Nil) was outstanding at
30 June 2024.
During the year, the director, James Knowles loaned additional 3,700,000
shares with total loaned being 9,695,332 and Ayub Bodi loaned 5,995,331 in the
previous year, to be returned on the publication of prospectus or when
headroom allows. This has been reflected in the equity reserve. The directors
received an 8.25% facility fee on the shares loaned. Ayub Bodi was resigned as
director on 2 February 2024.
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