REG - First Tin PLC - Final Audited Results and Notice of AGM
31/10/2024 07:00
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RNS Number : 3059K First Tin PLC 31 October 2024
31 October 2024
First Tin PLC
("First Tin" or "the Company")
Final Audited Results, Notice of AGM and Retail Investor Webinar
First Tin PLC, a tin development company with advanced, low capex projects in
Australia and Germany, today publishes its audited final results for the 18
months ended 30 June 2024.
The Company also announces that its Annual General Meeting will be held at
47/48 Piccadilly, London, W1J 0DT at 12.00pm on Friday 6 December 2024.
Bill Scotting, CEO and Tony Truelove, Technical Director, will provide a live
investor presentation relating to its final results for the 18 months ended 30
June 2024 via the Investor Meet Company platform on 7 November 2024 at
10:00am.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via the Investor Meet Company dashboard up until
9:00am the day before the meeting or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and click "Add to
Meet" First Tin via:
https://www.investormeetcompany.com/first-tin-plc/register-investor
(https://www.investormeetcompany.com/first-tin-plc/register-investor)
Enquiries:
First Tin Via SEC Newgate below
Bill Scotting - Chief Executive Officer
Arlington Group Asset Management Limited (Financial Advisor and Joint Broker)
Simon Catt 020 7389 5016
SEC Newgate (Financial Communications)
Elisabeth Cowell / Molly Gretton 07900 248 213
Notes to Editors
First Tin PLC is an ethical, reliable, and sustainable tin production company
led by a team of renowned tin specialists. The Company is focused on becoming
a tin supplier in conflict-free, low political risk jurisdictions through the
rapid development of high value, low capex tin assets in Germany and
Australia, which have been de-risked significantly, with extensive work
undertaken to date.
Tin is a critical metal, vital in any plan to decarbonise and electrify the
world, yet Europe has very little supply. Rising demand, together with
shortages, is expected to lead tin to experience sustained deficit markets for
the foreseeable future.
First Tin's goal is to use best-in-class environmental standards to bring two
tin mines into production in three years, providing provenance of supply to
support the current global clean energy and technological revolutions.
CHAIRMAN'S STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2024
I am pleased to report that the 18 months to 30 June 2024 has been a period of
strong progress with significant milestones achieved at both our flagship
assets, Taronga, in Australia, and Tellerhäuser, in Germany. We have
successfully navigated the ever-changing landscape of the tin industry,
resolute in our commitment to advance our projects and deliver a meaningful
supply of sustainable, conflict-free tin to the market.
The period under review has been extremely busy, culminating in the
publication of the Definitive Feasibility Study (DFS) for our Australian
Taronga project, and the announcement of a significant increase to the
JORC-compliant Mineral Resource Estimate (MRE) for Tellerhäuser.
The DFS for Taronga highlighted the attractiveness of this low capex, low
risk, and high margin project, validating our investment thesis and confirming
its potential as a major tin resource. As will be discussed in more detail in
the CEO Report, the DFS followed substantial drilling that delivered an
expanded MRE, various energy, environmental and processing studies, and
metallurgical test work, all of which contribute to Taronga being low risk and
competitively positioned towards the lowest quartile of the global cash cost
curves.
Importantly, multiple opportunities to extend the mine life and improve
recoveries to enhance the overall project value have been identified and we
are now focused on proving them up in the near term. Extending the life of the
mine through focused infill and extension drilling to define and convert
potential additional resources around the current pits is a major
opportunity.This work takes advantage of recent soil sampling which indicates
wide and continuous mineralisation.
Higher recoveries from ongoing processing and metallurgical testwork is
another key opportunity, and following the end of the reporting period, we
were pleased to announce that subsequent mineral processing testwork has
revealed improved end-to-end recovery, higher than those previously reported
in the DFS. We are collecting more samples to repeat this work, which we hope
will confirm these recoveries.
The permitting process continues to progress and since the period end we have
received the New South Wales (NSW) Planning Secretary's Environmental
Assessment Requirements (SEARs). This brings us closer to submitting Taronga's
Environmental Impact Statement (EIS) and then receiving in the second half of
2025 the project's Development Approval.
For those that are new to our business, and this market, tin has a critical
role in the manufacturing of electronics, renewable energy technologies, and
electric vehicles, and the rise in the solar, battery, and big data industries
is driving demand. During the period under review, tin prices rose to near
two-year highs, peaking at over $35,000 per tonne in April 2024. This surge
was fuelled by supply disruptions in major producing countries like Myanmar
and Indonesia, alongside rising demand and optimism about potential interest
rate cuts.
Despite tin being the best performer amongst the base metals in 2024, it has
not been immune from the recent metals price volatility, with the tin price
briefly dropping below US$30,000 per tonne post-period end. It is therefore
pleasing to note that the Taronga DFS has confirmed the robust and potentially
scalable economics of this prospective project even at a conservative
base-case tin price of US$26,000 per tonne. This means that any price above
this is additional upside potential on the strong IRR and pre-tax NPV8
reported in May 2024, and with demand expected to outpace supply in the short
to medium term, the outlook for tin remains strong.
At our Tellerhäuser asset in Saxony, Germany, we also made substantial
progress during the period with respect to permitting and preparation for its
DFS. We are pleased to report that in March 2023 the Saxonian Mining Authority
confirmed the asset's eligibility for a fast-track process, expediting the
path to securing the necessary mining permit and that in June 2023 the
documentation for the mine permit application was submitted to the
authorities. In April 2024, we published an updated MRE for the project. The
revised estimates, which incorporate data from historic drilling, reinforce
the robustness of our Tellerhäuser resource and increase our confidence in
the promising potential of this asset as we move forward with its development.
During the period, we announced the appointment of Bill Scotting as Chief
Executive Officer, who officially began his role in January 2024. Bill has
over 35 years of industry experience and a proven track record in the metals
and mining sector and the Board is confident that under Bill's leadership,
First Tin is best placed to continue making strong operational progress at
both our flagship assets.
On behalf of the Board, I would like to thank Thomas Buenger for his
significant contribution to First Tin since its IPO in April 2022. We wish him
all the best for the future.
We were also pleased to welcome Ross Ainger to the Board as a Non-Executive
Director on 6 September 2023. Ross, who has been Company Secretary since March
2022, has extensive knowledge of the business and has already proven to be of
great value to the Board. Seamus Cornelius stepped down from the Board as a
Non-Executive Director on 6 September 2023. On behalf of the Board, I would
like to thank Mr Cornelius for his valuable contribution to First Tin since
its IPO in April 2022.
Post period end, we successfully completed a strategic placing to raise £2.1
million. This capital raise has strengthened our financial position and
provides us with the resources to continue adding value to our portfolio in
the near term. On 28 October 2024 we announced a placing of 133,333,334
million ordinary shares, raising £8 million; this placing remains conditional
on shareholder approval at a General Meeting convened for 19 November 2024.
The Company has obtained signed undertakings from shareholders representing
172,868,250 ordinary shares in the Company, equating to 54.27% of the current
issued share capital, to irrevocably vote in favour of the resolutions. The
strong support from both new and existing investors underscores the confidence
in our strategic direction and the promising opportunities that lie ahead in
the tin mining sector. We were also pleased to welcome Metals X Limited as a
key strategic investor during July 2024. Metals X brings decades of tin mining
and processing expertise, along with a strong balance sheet, and we look
forward to working with them to advance our high margin, low capex projects
for the benefit of all stakeholders.
Brett Smith, Executive Director of Metals X, and Peter Gunzburg, Chairman of
Metals X, joined the First Tin board as Non-Executive Directors, while Clara
Resources' Board representative Nicholas Mather stepped down as a
Non-Executive Director, effective 11 July 2024. Catherine Apthorpe and
Ingo Hofmaier also stepped down as Non-Executive Directors on 30 September
2024. I would like to thank Mr. Mather, Ms Apthorpe and Mr Hofmaier for
their valuable contributions to the Board during this formative period for the
Company since the IPO in 2022.
As we embark on the next phase of development at both our assets, our focus
remains on completing the EIS and navigating final approval processes with
regulatory authorities, optimising the DFS value, and advancing discussions
around financing and off-take agreements for Taronga, while progressing
permitting for Tellerhäuser.
The potential upside of our Taronga project is substantial and I am confident
that it is well-positioned to be the world's next new tin mine. Our rigorous
development plans aim to unlock the full value of this asset, ensuring a
steady and reliable stream of high-quality sustainable tin into the market.
This will not only help alleviate the current global supply deficit but also
position First Tin as a key player in the tin industry for years to come.
On behalf of the Board, I extend my thanks to everyone at First Tin for their
dedication and hard work, which have been instrumental in us achieving this
significant progress at both our assets. I would also like to thank our
shareholders who have supported us throughout the period.
C Cannon Brookes
Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
The change in our accounting reference date means that the period under review
covers 18 months, from 1 January 2023 to 30 June 2024, and having joined First
Tin at the start of 2024, I am pleased with the significant progress made
during the period.
This has been a positive period for the Company during which our predominant
focus was the delivery in May 2024 of the Definitive Feasibility Study (DFS)
at our Taronga asset in Australia, which confirmed its potential as a low
capex, low risk and high margin tin mine with attractive economics. We were
pleased to regularly report on the successful progression of numerous crucial
workstreams, ranging from proving up the Mineral Resource Estimate (MRE) to
power studies, consolidation of our exploration prospects and the recent
progress on the permitting process.
Tin, an overlooked critical metal essential for the future
Before we delve into the activities during the period, first a look at the tin
market. Often called the "glue in electronics," tin holds significant
strategic value and is classified as a critical material in many regions due
to vulnerabilities in supply chains. Tin has been used for centuries and
continues to play a crucial role in today's technology, being essential in
industries like electronics, printed circuit boards (PCBs), semiconductors,
and renewable energy systems. As a key element in the energy transition and
digital transformation, tin is witnessing increased demand, driven by
advancements in areas such as electronic devices, robotics, 5G, and artificial
intelligence.
Over the reporting period, we observed substantial disruptions in supply,
including declining feedstock and ore quality in China, delays in obtaining
licenses and operational difficulties with offshore dredging in Indonesia, and
conflict-related suspensions of mining activities in Myanmar's Wa state.
Although demand was cyclically constrained in 2023, supply limitations
resulted in the tin market closing the year with only a minor surplus.
Entering 2024, tin has become the top performer among base metals, as supply
issues coincide with a recovery in demand. Tin prices surged from US$23,000
per tonne at the end of November 2023 to over US$35,000 per tonne in April
2024, finishing the review period at US$33,200 per tonne. Post-period, some
volatility occurred in line with broader market trends due to macroeconomic
uncertainties, with tin briefly dipping below US$30,000 in late July 2024
before rebounding to around US$33,000 by the end of August.
As demand continues to rise, stagnant supply, operational challenges for
producers, the depletion or environmental unsustainability of easily mined
alluvial deposits, and declining inventories suggest a looming supply deficit.
This points to the likelihood of structurally higher prices to support the
development of new tin mining projects.
We remain confident that First Tin is well-positioned to capitalise on this
opportunity and in line with our vision, emerge as a significant tin supplier.
We intend to do this from assets located in developed, conflict-free countries
that have low political risk to ensure the security of supply and confidence
in the provenance of our product. This is increasingly important in a world
experiencing various conflicts and that is focused on clean technologies and
responsible business.
Confirming Taronga's attractive economics
The work undertaken during the period at Taronga, Australia, has underpinned
our belief that this highly prospective and low-risk development asset is
well-positioned to be the world's next new tin mine. We have also confirmed
the asset to be highly scalable having identified multiple opportunities to
create significant value upside.
The upgrade we delivered to the MRE was a positive step towards the delivery
of our DFS. Having kicked off the period under review with positive results
from confirmatory and extension drilling totalling 6295.7m in 59 holes since
IPO, the potential to deliver a meaningful increase on the previous MRE was
clear. This was validated some months later, in September 2023, when we
increased the size of the Taronga resource by over 240% to 133 million tonnes,
demonstrating the true scale of this strategic asset. Prepared by independent
geological consultants H&S Consultants Pty Ltd in accordance with the 2012
JORC Code & Guidelines, the updated MRE was reported using a 0.05% tin
(Sn) cut-off to a maximum depth of 300m below surface (650mRL).
Category Tonnage (Million) Grade (% Sn) Tin (Tonnes)
Measured 33.0 0.13 44,200
Indicated 38.9 0.11 42,000
Sub-Total (M&I) 71.9 0.12 86,200
Inferred 61.1 0.09 61,100
TOTAL 133.0 0.10 138,300
(further details including the JORC Table 1 can be found on the Company's
website.)
The previous 2014 MRE was calculated using a 0.10% Sn cut-off. The lower
cut-off for the updated MRE is based on revised economic considerations
including higher 3-year trailing tin prices, lower AUD:USD exchange rates and
preliminary estimates of mining, processing and G&A costs.
A direct comparison with the 2014 MRE by using a 0.10% Sn cut-off is:
2014 MRE H&SC 2023 MRE Percentage Change (%)
Tonnes (Million) Grade (%Sn) Tin (Tonnes) Tonnes (Million) Grade (%Sn) Tin (Tonnes)
Measured - - - 21.5 0.17 35,700 -
Indicated 26.9 0.17 45,200 16.5 0.16 26,000 (42.5)
Sub-Total 26.9 0.17 45,200 38.0 0.16 61,700 36.5
Inferred 9.4 0.13 12,000 13.4 0.14 18,600 55
TOTAL 36.3 0.16 57,200 51.7 0.16 80,300 40.4
The comparison represents a 40% increase in total contained tin metal based on
the same cut-off. The difference is primarily due to:
· Exploration drilling by First Tin successfully extending the
Mineral Resource to the southwest of the existing estimate
· A new geological interpretation
· A reconfigured grade interpolation technique
The MRE announced during the period also included a Measured Resource category
for the first time. This was based on the successful hole twinning drill
programme conducted by First Tin which validated the Newmont drilling data
alongside a more in-depth study of the Newmont QAQC data which confirmed the
reliability of the historic drilling data.
Processing testwork was also a key workstream during the period and having
identified that the mineralisation is easily liberated using a simple and
cost-effective crushing and gravity separation processing option, it has been
pleasing to show continually improved recoveries over the past 18 months. We
continue to enhance these further, and post period end we were able to show
plus 75% end-to-end tin recovery from a higher-grade sample, suggesting better
recoveries than those previously reported and used in the DFS. Looking ahead,
it is proposed to collect more samples to repeat this work and confirm these
excellent recoveries and excitingly, the potential for even higher recoveries
can also be seen with slight modifications to the current process plant
design. We look forward to reporting on this in due course.
The fact that the mineralogy at this asset is amenable to low-tech, and
therefore low-cost, processing techniques has played an important role in the
compelling economics of Taronga, as demonstrated in the DFS. Not only does it
positively affect the capex, but with all-in-sustaining-costs (AISC) of
US$15,843 per tonne of tin sold, Taronga sits in the lowest half, close to
lowest quartile, on the global cash curve.
At a conservative base case tin price of US$26,000 per tonne, the DFS provides
a pre-tax NPV8 and IRR of A$143 million and 24% respectively for an operation
delivering an average annual production of 3,600 tonnes of tin in concentrate.
At a tin price of US$33,097 per tonne, which was in place at the same time as
the DFS was published, the pre-tax NPV8 increases to A$331 million and IRR to
42%, demonstrating the significant leverage this project has to higher tin
prices.
In addition, the DFS confirmed the following based on a 5Mtpa (million tonnes
per annum) throughput:
· Pre-production CAPEX of A$176 million, including A$28 million for
an on-site solar and gas power plant for behind the grid power generation
· EBITDA margin above 50% at current tin price
· Payback - after tax of 2.97 years at a US$26,000 per tonne price
Power trade-off studies for the DFS concluded that a combination of gas
engines for base load power and night-time operations, complemented by solar
panels for daytime support, emerges as the most economical and environmentally
conscious power solution for Taronga. To enable this, the main three stage
crusher would only operate during day-light hours. With this approach, it is
estimated that 53% of the site's power demand would be generated by solar, and
potentially reduce the power cost by 58% compared to grid power. It is
estimated that around 14,700 tonnes per year of CO2 emissions will be saved
compared to the use of grid power.
Delivering on Taronga's substantial expansion potential
Looking to the months ahead, we have identified the potential to drive value
for shareholders through a life of mine extension from 9 to 15 years. To prove
this up, we will be conducting infill and extension drilling to define and
convert potential additional resources including from:
· Converting inferred resources as per pit optimisation work to enable
deeper, wider pits
· Potential parallel zones immediately NW of the current pits
· Extensions to the NE and SW of the current pits (mineralisation not
closed off)
· Between the two pits where recent drilling has returned previously
unknown mineralisation
· Potential parallel zones to the SE of the current pits
We are also progressing with our Environmental Impact Statement (EIS), which
is on track for completion early in 2025. As such, on 5 September 2024, we
announced receipt of the New South Wales (NSW) Planning Secretary's
Environmental Assessment Requirements (SEARs), allowing work on the EIS to
continue advancing.
On the topic of expansion, during the period, we were successful in confirming
the thesis that the Taronga deposit is part of a bigger tin district.
This first came to light through the receipt of results from wide spaced
drilling undertaken in August 2023 at our Tin Beetle prospect, approximately
9km from the Taronga project and one of at least six additional satellite
prospects near Taronga.
Mineralisation was confirmed over the 2.3km(2) area tested with significant
intercepts including:
· 48m @ 0.18% Sn from 2m incl. 21m @ 0.32% Sn from 2m and 3m @ 0.28%
Sn from 42m
· 30m @ 0.10% Sn from surface incl. 7m @ 0.16% Sn from 21m (entire
hole mineralised)
· 18m @ 0.07% Sn from 17m incl. 9m @ 0.10% Sn from 17m
· 78m @ 0.08% Sn from 7m incl. 12m @ 0.11% Sn from 7m and 12m @ 0.13%
Sn from 48m
· 57m @ 0.05% Sn from 62m
· 27m @ 0.08% Sn from 76m incl. 14m @ 0.12% Sn from 77m and 5m @ 0.18%
Sn from 85m
These results have underpinned our confidence that there may be potential for
a hub and spoke approach, whereby the Taronga processing facility represents a
hub for several potential satellite deposits, potentially enabling both
increased tin production and additional extensions to the life of mine beyond
that of the Taronga deposit itself. We now have at least six advanced
additional prospects, Tin Beetle, Pound Flat, McDonalds, Big Plant Creek,
Poverty Point and Taylors/Dalcoath which are at the target definition or drill
testing/resource definition stage. We are excited to prove these up in the
future and have further drilling proposed.
As a result, we are increasing our landholding and in October 2023 we were
granted a large, 276.6km(2) Exploration License covering the majority of the
Tingha Tin Field, located approximately 50km southwest of the Taronga Project.
Tingha is one of three main tin fields in northern NSW and south-eastern
Queensland that form the New England Tin Corridor. Our fully owned
subsidiary Taronga Mines Pty Ltd currently holds the majority of the Emmaville
Tin Field under its existing tenure and following the granting of the Tingha
license, it now has access to most of the known tin mineralised areas in
north-eastern New South Wales.
In May 2024, we further consolidated our tenement holdings in the Taronga
district by acquiring an additional licence, EL 9200, which covers the
majority of the known deep lead deposits in the district. These have been the
source of around half the tin historically mined in the district and represent
an attractive target to supplement tin production from the Taronga hard rock
deposit. The grades in the deep leads can be significant, with historical
reports of 1.5 hundredweight of cassiterite per cubic yard (approximately 3%
Sn), which compares well with the average grades mined in alluvial operations
of 0.02% to 0.10% Sn. As well as the deep leads, potential exists for
extensions of the Tin Beetle and Pound Flat mineralisation into this new
licence area.
In summary, as well as confirming the attractive economics associated with
developing the Taronga deposit as currently defined during the period, we are
delighted to have confirmed the upside potential available through a range of
workstreams - expansion of the resource, enhancement of the recoveries and
through the development of the wider area.
As such, there is a lot to be excited about with this project, and it was
pleasing to see this sentiment shared by Australia's largest tin producer,
Metals X Limited ("Metals X") which became a 23% shareholder of First Tin post
period end, in July 2024. Metals X brings decades of expertise in tin mining
and processing, along with a strong balance sheet, which we are confident will
be highly beneficial as we advance our portfolio.
Upgrading the MRE at Tellerhäuser
We have also made progress at Tellerhäuser in Germany during the period. Like
Taronga, this asset is close to infrastructure and located in a developed,
conflict-free economy in a historic tin district.
In April 2024, we were delighted to publish the updated MRE for this advanced
asset, in accordance with the 2012 JORC Code & Guidelines. As such:
· The total Indicated plus Inferred tin MRE at 0.20% Sn cut-off
increased by 35% to 138,600t tin from the H&S Consultants Pty Ltd
("H&SC") 2019 estimate of 102,900t tin
· The total Indicated only tin MRE at 0.20% Sn cut-off increased from
the H&SC estimate by 37% from 32,700t tin to 45,000t tin
· The additional MRE tonnage in the Indicated category, obtained by a
combination of lower cut-off grade and increased data density, will enable a
longer mine life to be considered in economic evaluations
The updated MRE is:
Resource Class Domain Density t/m³ Volume Mm³ Tonnage Mt Sn % Sn t Fe₂O₃ % Zn % Ag ppm In ppm
Skarn 3.60 1.44 5.18 0.57 29,700 17.94 0.78 3.92 40.17
Indicated
Mineralised Schist 2.90 1.65 4.79 0.32 15,300 1.92 0.04 0.94 3.39
Total Indicated 3.26 3.09 9.97 0.45 45,000 10.24 0.42 2.49 22.49
Skarn 3.60 3.17 11.42 0.65 74,000 12.25 0.96 3.67 41.77
Inferred
Mineralised Schist 2.90 2.26 6.55 0.30 19,600 2.33 0.03 0.71 1.09
Total Inferred 3.34 5.43 17.97 0.52 93,600 8.63 0.62 2.59 26.94
This was based on an additional 42,726 tin assays being included in the
database, of which 1,164 were above the cut-off grade. Much of this was
derived from our assessment of additional historic drilling data from
previously inaccessible old Wismut exploration drillholes discovered in
archives pertaining to the Tellerhäuser project area. The Wismut drillhole
data could now be reviewed due to a change in the law (Geological Data Act).
The additional identified data represents an equivalent of 1311 underground
drillholes, surface drillholes, and channel samples with a total length of
more than 44,900m, meaning this updated MRE was delivered at a relatively low
cost to the Company.
As highlighted when we published the Tellerhäuser MRE, the cut-off has been
reduced from 0.50% Sn to 0.20% Sn due to improved tin prices. At the
previously reported 0.50% cut-off grade, there is a 49% increase in Indicated
and Inferred tin MRE from the previous Bara estimate 2021, which was quoted in
the IPO prospectus.
Alongside the MRE work, further progress on permitting was made over the
reporting period. In March 2023 the Saxonian Mining Authority confirmed the
asset's eligibility to move straight to the construction and operational
permitting process, which is expected to reduce the overall permitting
timeframe by a period of up to 12-18 months. This decision was supported by
the project's minimal environmental footprint anticipated throughout both the
construction and production phases. Subsequently, in June 2023 the Company
submitted the documentation for its mine permit application to the Saxonian
Mining Authority.
Infrastructure requirements were progressed, with an analysis and comparison
of alternative transport routes from the site completed. The German Rail
Infrastructure Agency (DB InfraGo AG) informed us that space has been reserved
at the railway station (Grünstädtel) for our future planning. Work commenced
on the baseline study for power requirements underground as well as on the
surface.
Gottesberg, Germany
Progress on Gottesberg has been relatively constrained as the Company has
focused on Taronga and Tellerhäuser. It has a large resource base and
excellent mineral processing characteristics and could benefit from lessons
learned at Taronga. It is proposed to more closely evaluate this project over
the next 12-24 months.
Outlook
We are positive about the months ahead, during which our focus is on:
· The completion of the EIS and permitting process for Taronga
leading to receipt of Developmental Approval.
· Optimisation and enhancement of the value of the Taronga DFS
through additional metallurgical testing work and increase to the mine life
from planned extension and infill drilling and conversion of inferred
resources.
· Progress permitting and undertake fieldwork to retain exploration
licenses in Germany.
· Evaluating project financing options to advance Taronga through
engineering design and into construction.
With primary supply stagnating and major producers facing challenges,
including diminishing reserves and operational disruptions, a supply deficit
looms. This means that our assets, which are located in developed countries
with strong oversight of environmental standards, are of even more strategic
importance. With this in mind, we are confident with respect to the tin market
and believe that our assets are well positioned for future success.
I would like to thank all our shareholders for your ongoing support of First
Tin.
W A (Bill) Scotting
Chief Executive Officer
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 Jun 31 Dec
Note 2024 2022
£ £
Non-current assets
Intangible assets 13 34,968,675 27,367,552
Property, plant and equipment 15 2,433,830 1,589,748
37,402,505 28,957,300
Current assets
Trade and other receivables 16 290,000 808,711
Cash and cash equivalents 1,345,629 13,823,173
1,635,629 14,631,884
Current liabilities
Trade and other payables 17 (1,153,178) (1,805,298)
Net current assets 482,451 12,826,586
Total assets less current liabilities 37,884,956 41,783,886
Net assets 37,884,956 41,783,866
Capital and reserves
Called up share capital 20 265,535 265,535
Share premium account 20 18,391,046 18,391,046
Merger relief reserve 21 17,940,000 17,940,000
Warrant reserve 21 269,138 269,138
Retained earnings 21 1,854,539 4,887,594
Translation reserve 21 (835,302) 30,573
Shareholders' funds 37,884,956 41,783,886
The Notes form an integral part of these Consolidated Financial Statements.
The financial statements were approved and authorised for issue by the Board
on 30 October 2024 and were signed on its behalf by:
C Cannon Brookes
Director
Company number: 07931518
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
Merger
Share Share relief Warrant Retained Translation Total
capital premium reserve reserve earnings reserve equity
£ £ £ £ £ £ £
At 1 January 2023 265,535 18,391,046 17,940,000 269,138 4,887,594 30,573 41,783,886
Loss for the period - - - - (3,033,055) - (3,033,055)
Other comprehensive loss for the period - - - - - (865,875) (865,875)
Total comprehensive loss - - - - (3,033,055) (865,875) (3,898,930)
for the period
At 30 June 2024 265,535 18,391,046 17,940,000 269,138 1,854,539 (835,302) 37,884,956
The Notes form an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Merger
Share Share relief Warrant Retained Translation Total
capital premium reserve reserve earnings reserve equity
£ £ £ £ £ £ £
At 1 January 2022 138,868 17,931,296 - 95,372 (10,507,856) (88,364) 7,569,316
Loss for the year - - - - (3,242,946) - (3,242,946)
Other comprehensive income for the year - - - - - 118,937 118,937
Total comprehensive loss for the year - - - - (3,242,946) 118,937 (3,124,009)
Transactions with owners:
Capital reduction - (17,931,296) - - 17,931,296 - -
Issuance of shares (net of
issuance costs) 66,667 18,564,812 - - - - 18,631,479
Shares issued to acquire
Taronga 60,000 - 17,940,000 - - - 18,000,000
Share-based payments - (173,766) - 173,766 707,100 - 707,100
Total transactions with owners 126,667 459,750 17,940,000 173,766 18,638,396 - 37,338,579
At 31 December 2022 265,535 18,391,046 17,940,000 269,138 4,887,594 30,573 41,783,886
The Notes form an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2024
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
Cash flows from operating activities
Operating loss (3,163,266) (3,240,389)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of tangible assets 74,211 20,597
Loss on disposal of tangible assets 18,009 -
Share-based payment expense - 707,100
Decrease/(increase) in trade and other receivables 518,711 (357,635)
(Decrease)/increase in trade and other payables (652,120) 1,503,846
Cash used in operations (3,204,455) (1,366,481)
Interest paid (25) (2,557)
Net cash flows used in operating activities (3,204,480) (1,369,038)
Cash flows from investing activities
Purchase of intangible fixed assets (8,536,853) (5,288,557)
Receipt of government grants 256,965 -
Purchase of property, plant and equipment (1,035,613) (600,907)
Cash acquired on acquisition of Taronga - 102
Interest received 130,236 -
Net cash flows used in investing activities (9,185,265) (5,889,362)
Cash flows from financing activities
Proceeds from issue of shares - 19,000,000
Share issuance costs - (368,521)
Net cash flows generated from financing activities - 18,631,479
Net (decrease)/increase in cash (12,389,745) 11,373,079
Cash and cash equivalents at beginning of period 13,823,173 2,503,714
Exchange loss on cash and cash equivalents (87,799) (53,620)
Cash at the end of period 1,345,629 13,823,173
The Notes form an integral part of these Consolidated Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
1. General Information
The Company is a public company limited by shares, incorporated in England and
Wales under the Companies Act 2006. The Company's registered address is First
Floor, 47/48 Piccadilly, London, England, W1J 0DT.
The financial statements comprise of financial information of the Company and
its subsidiary (the "Group"). The principal activities of the Company and the
Group and the nature of their operations are disclosed elsewhere in these
financial statements.
2. Presentation of financial statements
The financial statements are presented in pounds sterling, as this is the
currency of the UK listed parent company.
3. Material accounting policy information
3.1 Basis of preparation
These financial statements have been prepared on the going concern basis in
accordance with UK adopted International Accounting Standards (UK IAS) and the
requirements of the Companies Act 2006. The financial statements have been
prepared on a historical cost basis. The current year financial information is
for the 18 month period ended 30 June 2024 and comparative financial
information is for the year ended 31 December 2022.
3.2 Going concern
The Group currently has no income and meets its working capital requirements
through raising development finance. In common with many businesses engaged in
exploration and evaluation activities prior to production and sale of minerals
the Group will require additional funds and/or funding facilities in order to
fully develop its business plan. Ultimately the viability of the Group is
dependent on future liquidity in the exploration and evaluation period and
this, in turn, depends on the availability of external funding.
At 30 June 2024, the Group had cash balances of £1.3 million. On 10 July 2024
the Company raised £2.1 million (before expenses) by way of a placing of 53
million new ordinary shares at a price of 4 pence per share.
On 28 October 2024, the Company announced a placing of 133,333,334 million
ordinary shares at 6 pence per share, raising £8 million before expenses.
This will provide sufficient working capital for 15 months from the date of
signing of these financial statements, based on financial projections prepared
by the Directors. At the date of signing of the financial statements the
placing is conditional upon shareholder approval at a General Meeting convened
on 19 November 2024. Therefore, until the placing becomes unconditional
pursuant to shareholder approval, this represents a material uncertainty that
may cast significant doubt on the Group's ability to continue as a going
concern. However, the Company has obtained signed undertakings from
shareholders representing 172,868,250 ordinary shares in the Company, equating
to 54.27% of the current issued share capital, to vote in favour of the
resolutions published in the Notice of General Meeting on 31 October 2024. The
Directors believe this provides a significant mitigation to the going concern
risk.
Accordingly, these financial statements have been prepared on the going
concern basis and do not reflect any adjustments that would be required to be
made if they were to be prepared on a basis other than the going concern
basis.
3.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has power over the investee, is exposed or has
rights to variable returns from its involvement with the investee and has the
ability to use its power to affect its returns.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions.
The results of subsidiaries acquired or disposed of are included in the
consolidated Statement of Comprehensive Income from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial information of
subsidiaries to bring the accounting policies used into line with those used
by the Group.
All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation.
3.4 Intangible assets other than goodwill
Exploration and evaluation assets
The Group capitalises costs which directly relate to exploration and
evaluation activities in areas for which it has obtained appropriate legal
rights and there is a high degree of confidence in the feasibility of the
project.
Capitalised exploration and evaluation costs include acquisition of rights to
explore, topographical, geological, geochemical and geophysical studies,
exploration drilling, sampling and activities in relation to the evaluation of
the technical feasibility and commercial viability of extracting a mineral
resource. General and administrative costs directly associated with such
activities are also capitalised.
Government grants relating to exploration and evaluation expenditure are
recognised as a deduction from the asset carrying amounts once there is
reasonable assurance that the Group will comply with any conditions attached
to the grant and that the grant will be received.
Exploration and evaluation costs are carried at cost less any impairment and
are not amortised prior to the conclusion of the appraisal activities. If the
appraisal activities establish the existence of commercial reserves and the
decision is made to develop the site, then the carrying value of the
associated exploration and evaluation assets is tested for impairment and
subsequently reclassified as development and production assets. If commercial
reserves have not been found, or exploration and evaluation activities have
been abandoned, then the associated exploration and evaluation assets are
fully impaired.
Impairment charges and exploration costs incurred prior to obtaining legal
rights are expensed in the profit and loss as incurred.
3.5 Property, plant and equipment
Items of property, plant and equipment that do not form part of the
exploration and evaluation assets are carried as cost less accumulated
depreciation and are depreciated on a straight-line basis over the following
expected useful economic lives:
Land and buildings Land is not
depreciated
Motor vehicles 3 years
Fixtures and fittings 3 - 15 years
3.6 Impairment of non-financial assets
At each reporting date, the Directors assess whether there is any indication
that a Group's asset, other than deferred tax assets, may be impaired. Where
an indicator of impairment exists, the Directors make an estimate of the
recoverable amount. An impairment loss is recognised in profit and loss
whenever the carrying amount of the asset or cash generating unit exceeds its
recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and
"value-in-use". In assessing "value-in-use", the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time-value of money and the risks
specific to the asset for which the estimates of future cash flows have not
been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the profit and loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in the profit and
loss, unless the relevant asset is carried at a revalued amount greater than
cost, in which case the reversal of the impairment loss is treated as a
revaluation increase.
3.7 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.
3.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
3.9 Financial assets
Financial assets are recognised in the Statement of Financial Position when
the Group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification
depends on the Group's business model for managing the financial assets and
the contractual terms of the cash flows. Financial assets are initially
measured at fair value plus transaction costs.
Loans and receivables
Trade 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. They are subsequently measured
at amortised cost using the effective interest method less loss allowance.
Loans and other receivables that have fixed or determinable payments and are
held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortised
cost using the effective interest method less any impairment.
Interest is recognised by applying the effective interest rate, except for
short-term receivables when the recognition of interest would be immaterial.
The effective interest method is a method of calculating the amortised cost of
a debt instrument and of allocating the interest income over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts through the expected life of the debt
instrument to the net carrying amount on initial recognition.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit loss
associated with its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, resulting in trade receivables recognised and
carried at original invoice amount less an allowance for any uncollectible
amounts based on expected credit losses.
The Group recognises a loss allowance for expected credit losses on
investments in debt instruments that are measured at amortised cost. The
amount of expected credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial
instrument.
Derecognition of financial assets
Financial assets are derecognised 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 to another entity.
3.10 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit or loss or other financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other payables, are initially
measured at fair value, and are subsequently measured at amortised cost, using
the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group's
obligations are discharged, cancelled, or they expire.
3.11 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
Company.
3.12 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from net profit as reported in the profit and loss because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
3. Material accounting policy information
3.12 Taxation
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised.
Deferred tax is charged or credited in the profit and loss, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
3.13 Foreign exchange
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the "functional currency"). The consolidated financial
statements are presented in pound sterling, which is the Group's functional
and presentation currency.
Transactions and balances
Transactions in currencies other than the functional currency are recorded at
the rates of exchange prevailing at the dates of the transactions. At each
reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
date. Gains and losses arising on translation are included in profit or loss
for the period.
Group companies
For the purpose of presenting the consolidated financial statements, the
assets and liabilities of the Group's foreign operations are translated at
exchange rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for each period, unless exchange
rates fluctuate significantly during that period, in which case the exchange
rates at the date of transaction are used. All resulting exchange differences
are recognised in "other comprehensive income" and accumulated in equity.
3.14 Leases
The Directors assess whether a Group's contract is, or contains, a lease at
inception of the contract. Payments associated with short-term leases or
leases of low value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease-term of
12 months or less without a purchase option.
3.15 Share-based payments
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. The fair value excludes the effect of non-market-based vesting
conditions. Details regarding the determination of the fair value of
equity-settled share-based transactions are set out in Note 12 to these
financial statements.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Directors' estimate of the number of equity instruments that will
eventually vest. At each reporting date, the Directors revises their estimate
of the number of equity instruments expected to vest as a result of the effect
of non-market-based vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding
adjustment to reserves.
Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.
3.16 New and amended standards adopted by the Group
The Group has applied the following standards and amendments for the first
time for the reporting period commencing 1 January 2023:
· IFRS 17 Insurance Contracts
· Definition of Accounting Estimates - amendments to IAS 8
· International Tax Reform - Pillar Two Model Rules - amendments to
IAS
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - amendments to IAS 12
· Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
3.17 New standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and
interpretations have been published that are not mandatory for 30 June 2024
reporting periods and have not been early adopted by the Group. These
standards, amendments or interpretations are not expected to have a material
impact on the entity in the current or future reporting periods and on
foreseeable future transactions.
4. Critical accounting estimates and judgements
The preparation of the Group's financial statements under IFRS requires the
Directors to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities. 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.
Actual results may differ from these estimates.
Details of the Group's significant accounting judgements used in the
preparation of these financial statements include:
Recoverability of intangible exploration and evaluation assets
Where a project is sufficiently advanced, the recoverability of intangible
exploration and evaluation assets is assessed by comparing the carrying value
to internal and operator estimates of the net present value of projects.
Intangible exploration assets are inherently judgemental to value. The amounts
for intangible exploration and evaluation assets represent active exploration
projects. These amounts will be written-off to the profit and loss as
exploration costs unless commercial reserves are established, or the
determination process is completed and there are no indications of impairment.
5. Segmental analysis
In the opinion of the Board of Directors the Group has one operating segment,
being the exploitation of mineral rights.
The Group also analyses and measures its performance into geographic regions,
specifically Germany and Australia.
Non-current assets by region are summarised below:
Period Year
ended ended
30 June 31 Dec
2024 2022
£ £
Germany 8,847,849 6,824,224
Australia 28,554,656 22,133,076
37,402,505 28,957,300
6. Operating loss
The operating loss for the period is stated after charging the following:
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Depreciation 74,211 20,597
Expenses relating to short-term leases 144,411 90,914
Share-based payment expense (Note 12) - 707,100
IPO and acquisition related costs - 737,040
73
Auditor's renumeration:
Fees payable to the Company's auditor for
the audit of the Company and consolidated
financial statements 96,000 62,000
Fees payable to the Company's auditor for
Other services: Other transaction work - 218,000
Review of interim accounts - 5,500
Total auditor's renumeration 96,000 285,500
7. Staff costs and Director's renumeration
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Wages and salaries 2,060,861 1,124,086
Social security costs 202,185 104,671
Pension costs 76,999 36,683
2,340,045 1,265,440
Amount capitalised as intangible asset (1,597,588) (791,342)
Total staff cost recognised in the profit and loss 742,457 474,098
The average number of staff employed by the Group, including Directors, is
detailed below:
Period Year
ended ended
30 Jun 31 Dec
2024 2022
No. No.
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Management and administration 11 11
Geology and environment 7 12
Average number of staff employed
by the Group 18 23
Directors' remuneration and fees are disclosed in the Directors' Remuneration
Report on pages 43 to 46. The Directors are regarded as the key management
personnel.
8. Finance income
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Bank interest receivable 130,236 -
9. Finance costs
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Bank charges and other finance costs 25 2,557
10. Income tax expense
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Current tax - -
Deferred tax - -
- -
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Loss before taxation on continued operations (3,033,055) (3,242,946)
Loss on before taxation multiplied by
standard rate of UK corporation tax of
24% (2022 - 19%) (727,933) (616,159)
Difference in overseas tax rate (256,301) (174,737)
Expenses not deductible for tax (170,217) 257,155
Utilisation of losses brought forward (82,213)
Effect of tax losses not recognised as
deferred tax assets 1,236,664 533,741
Total tax charge for the period - -
The Group has tax losses carried forward of approximately £16.6 (2022: £12.3
million). The unutilised tax losses have not been recognised as a deferred tax
asset due to uncertainty over the timing of future profits and gains.
An increase in the UK corporation tax rate from 19% to 25% came into effect
for the financial year beginning 1 April 2023.
11. Loss per Ordinary share
Period Year
ended ended
30 Jun 31 Dec
2024 2022
Loss for the period attributable to the ordinary (3,033,055) (3,242,946)
equity holders of the Company (£)
Basic loss per Ordinary share
Weighted average number of Ordinary shares in issue 265,534,972 231,872,871
Basic loss per Ordinary share (pence) (1.14) (1.40)
Diluted loss per Ordinary share
Weighted average number of Ordinary shares in issue 265,534,972 232,112,833
Diluted loss per Ordinary share (pence) (1.14) (1.40)
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all potential dilutive warrants,
options and convertible loans over ordinary shares. Potential ordinary
shares resulting from the exercise of warrants, options and the conversion of
convertible loans have an anti-dilutive effect due to the Group being in a
loss position. As a result, diluted loss per share is disclosed as the same
value as basic loss per share
12. Share-based payments
Share options and warrants
The Group adopted the First Tin Option Plan ("FT Option Plan"), effective from
8 April 2022. In addition to the FT Option Plan the Group as certain
outstanding warrants and options issued under previous schemes.
The options issued under previous schemes expired during the period ended 30
June 2024.
The options issued under the FT Option Plan vested on admission to the London
Stock Exchange and are exercisable for periods between 2 and 3 years from
issue.
No. of No. of No. of No. of
options options warrants warrants
2024 2022 2024 2022
Outstanding at beginning of period 10,060,000 1,560,000 5,668,000 3,168,000
Granted during the period - 8,500,000 - 2,500,000
Expired during the period (1,560,000) - (5,668,000) -
Outstanding at the end of the period 8,500,000 10,060,000 - 5,668,000
Exercisable at the end of the period 8,500,000 10,060,000 - 5,668,000
Weighted average exercise price (pence) 33 30 - 26
Share options outstanding at the end of the period have the following expiry
dates and exercise prices:
Exercise No. of No. of
price Options Options
Grant date Expiry date pence 2024 2022
4 March 2019 4 March 2023 13 - 1,560,000
6 April 2022 5 April 2025 33 8,500,000 8,500,000
8,500,000 10,060,000
Weighted average remaining contractual life of options
outstanding at the end of the period 0.76 1.94
Warrants outstanding at the end of the period have the following expiry dates
and exercise prices:
Exercise No. of No. of
price Options Options
Grant date Expiry date pence 2024 2022
27 April 2021 9 April 2024 20 - 2,668,000
29 June 2021 9 April 2024 20 - 500,000
29 March 2022 6 April 2024 33 - 2,500,000
- 5,668,000
Weighted average remaining contractual life of options
outstanding at the end of the period - 1.27
Fair value of options granted
The assessed fair value at the grant date of options granted during the year
ended 31 December 2022 was £0.08 per option. No options were granted during
the period ended 30 June 2024. The fair value at grant date is determined
using the Black-Scholes model, which takes into account the following inputs:
Period Year
ended ended
30 Jun 31 Dec
2024 2022
Grant date - 8 April 2022
Exercise price - 33 pence
Market value at grant date - 30 pence
Expected term - 3 years
Volatility - 44%
Risk free rate - 1.5%
The volatility is calculated based upon the volatilities of peer group
companies since there is insufficient historic data available for the Group.
Fair value of warrants granted
During the year ended 31 December 2022 the Group issued 2,500,000 warrants at
an exercise price of 33 pence, exercisable over a period of two years from the
date of grant. The fair value was calculated at £173,766. The fair value
was determined using the Black-Scholes model, with the following inputs:
market value at grant date of 30 pence, expected term of 2 years, volatility
of 46% and risk free rate of 1.4%. No warrants were issued during the period
ended 30 June 2024.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during
the period were as follows:
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
Recognised in profit or loss:
Options issued to Directors under the FT Option Plan - 582,317
Options issued to staff and consultants under the FT Option Plan - 124,783
- 707,100
Recognised against share premium:
Warrants issued in respect of broker services - 173,766
Shares issued in settlement of broker commission - 1,000,000
- 1,173,766
- 1,880,766
13. Intangible assets
Exploration
and
evaluation
assets
£
Cost
At 1 January 2021
Additions
Currency translation
At 31 December 2021
At 1 January 2022 3,380,913
Additions 5,288,557
Acquisition of Taronga 18,558,503
Currency translation 139,579
At 31 December 2022 27,367,552
Additions 8,536,853
Government grants (256,965)
Currency translation (678,765)
At 30 June 2024 34,968,675
The intangible assets relate to the Tellerhäuser and Taronga tin projects
located in southern Saxony in the east of Germany and Australia, respectively.
The Directors assess for impairment when facts and circumstances suggest that
the carrying amount of an Exploration and evaluation ("E&E") asset may
exceed its recoverable amount. In making this assessment, the Directors have
regard to the facts and circumstances noted in IFRS 6 paragraph 20. In
performing their assessment of each of these factors, at 30 June 2024, the
Directors have:
a) reviewed the time period that the Group has the right to explore the
area and noted no instances of expiration, or licences that are expected to
expire in the near future and not be renewed;
b) determined that further E&E expenditure is either budgeted or
planned for all licences;
c) not decided to discontinue exploration activity due to there being a
lack of quantifiable mineral resource; and
d) not identified any instances where sufficient data exists to indicate
that there are licences where the E&E spend is unlikely to be recovered
from successful development or sale.
On the basis of the above assessment, the Directors are not aware of any facts
or circumstances that would suggest the carrying amount of the E&E asset
may exceed its recoverable amount.
14. Investments
The table below sets out the Company's subsidiaries. The subsidiaries have
share capital consisting solely of ordinary shares and the proportion of
ownership interests held equals the voting rights. The registered office
address is also their principal place of business:
Name of company Place of operation Principal activity Shareholding
Saxore Bergbau GmbH ("Saxore") Platz der Oktoberopfer 1A Mineral exploration 100%
(incorporated in Germany) 09599 Freiberg
Germany
Taronga Mines Pty Ltd (incorporated in Australia) 2 Glen Innes Road, Emmaville, NSW 2371 Mineral exploration 100%
Australia
First Tin Australia Pty Ltd 2 Glen Innes Road, Emmaville, NSW 2371 Dormant 100%
(incorporated in Australia) Australia
15. Property, plant and equipment
Land & Motor Fixtures &
Buildings Vehicles Fittings Total
£ £ £ £
Cost
At 1 January 2022 - 38,803 37,797 76,600
Additions 415,220 110,583 75,104 600,907
Acquisition of Taronga 965,939 - 34,202 1,000,141
Currency translation (21,179) 1,658 3,119 (16,402)
At 31 December 2022 1,359,980 151,044 150,222 1,661,246
Additions 847,609 18,801 169,203 1,035,613
Disposals - (30,755) (7,967) (38,722)
Currency translation (92,238) (7,844) (2,860) (102,942)
At 30 June 2024 2,115,351 131,246 308,598 2,555,195
Depreciation
At 1 January 2022 - 17,567 30,182 47,749
Charge for period - 9,334 11,263 20,597
Currency translation - 1,160 1,992 3,152
At 31 December 2022 - 28,061 43,437 71,498
Charge for period - 18,813 55,398 74,211
Disposal - (15,277) (5,436) (20,713)
Currency translation - (991) (2,640) (3,631)
At 30 June 2024 - 30,606 90,759 121,365
Net book value
At 30 June 2024 2,115,351 100,640 217,839 2,433,830
At 31 December 2022 1,359,180 28,061 43,437 71,498
16. Trade and other receivables
30 Jun 31 Dec
2024 2022
£ £
Prepayments and other receivables 259,210 386,287
Recoverable value added taxes 30,790 422,424
290,000 808,711
17. Trade and other payables
30 Jun 31 Dec
2024 2022
£ £
Trade payables 691,493 761,512
Accruals 404,016 949,004
Other payables 57,669 94,782
1,153,178 1,805,298
18. Financial instruments
The principal financial instruments used by the Group from which financial
instrument risk arises are as follows:
Financial assets
30 Jun 31 Dec
2024 2022
£ £
Measured at amortised cost
Cash and cash equivalents 1,345,629 13,823,173
Trade and other receivables 177,007 52,428
1,522,636 13,875,601
Financial liabilities
30 Jun 31 Dec
2024 2022
£ £
Liabilities measured at amortised cost
Trade and other payables 1,153,178 1,805,298
All financial assets and liabilities are due within one year.
The main risks arising from the Group's activities are market risk, credit
risk and liquidity risk.
Market risk
Market risk is the risk that the fair value of future cash flows will
fluctuate because of changes in market price. This risk is primarily comprised
of interest risk and foreign currency risk.
Foreign currency risk management
As highlighted earlier in these financial statements, the presentation
currency of the Group is pound sterling. The Group has foreign currency
denominated assets and liabilities. Exposures to exchange rate fluctuations
therefore arise. The Group pays for invoices denominated in a foreign currency
in the same currency as the invoice therefore suffers from a level of foreign
currency risk. The Group does not enter into any derivative financial
instruments to manage its exposure to foreign currency risk.
The carrying amount of the Group's foreign currency denominated monetary
assets and monetary liabilities as at 30 June 2024 is as follows:
30 Jun 31 Dec
2024 2022
£ £
Australian dollars
Cash balances 189,351 5,616,478
30 Jun 31 Dec
2024 2022
£ £
Euro
Cash balances 446,286 4,973,867
As at 30 June 2024, if all foreign currencies in which the Group transacts,
had strengthened or weakened by 10% against pound sterling with all other
variables held constant, post-tax loss for the year would have
increased/(decreased) by:
30 Jun 31 Dec
2024 2022
£ £
Strengthened by 10% increase in post-tax loss 57,786 962,765
Weakened by 10% decrease in post-tax loss (70,625) (1,176,716)
The rate of 10% is the sensitivity rate used when reporting foreign currency
risk internally to key management personnel and represents management's
assessment of the reasonable possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year-end for a 10% change
in foreign currency rates. A positive number above indicates an increase in
loss (increase in profit) or other equity where the pound sterling strengthens
by 10% against the relevant currency. For a 10% weakening of the pound
sterling against the relevant currency, there would be an equal and opposite
impact on the profit or loss and other equity.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Credit risk
arises principally from the Group's cash balances and other receivables.
The Group gives careful consideration to which organisations it uses for its
banking services in order to minimise credit risk. The Group considers the
banks and financial institutions have low credit risks. Therefore, the Group
is of the view that the loss allowance is immaterial and hence no provision is
required.
The concentration of the Group's credit risk is considered by counterparty,
geography and currency. The Group does not have any significant concentrations
of credit risk at the reporting date related to external third parties.
As at 30 June 2024, the Group held no collateral as security against any
financial asset. No financial assets were past their due date and there were
no problems with the credit quality of any financial assets in the period. As
a result, there has been no impairment of financial assets during the period.
The carrying amount of financial assets recorded in the financial statements,
net of any allowances for losses, represents the Group's maximum exposure to
credit risk without taking account of the value of any collateral obtained. An
allowance for impairment is made where there is an identified loss event
which, based on previous experience, is evidence of a reduction in the
recoverability of the cash flows. Management considers the above measures to
be sufficient to control the credit risk exposure.
The Group recognises a loss allowance for expected credit losses in debt
instruments at each reporting date. As at 30 June 2024 and 31 December 2022,
no impairment was recognised.
Liquidity risk
Liquidity risk is the risk that an entity may not be able to generate
sufficient cash resources to settle its obligations as they fall due. The
Directors monitor cash flow requirements regularly and adopt a prudent
liquidity risk management approach to ensure sufficient cash is available for
operational expenses.
The following tables detail the Group's remaining contractual maturity for its
financial liabilities with agreed repayment periods. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based
on the earliest date on which the Group can be required to pay.
30 Jun 31 Dec
2024 2022
£ £
Due within 1 month
Trade and other payables 1,153,178 1,805,298
Fair values
The Directors consider that the carrying amount of loans and receivables and
other financial liabilities approximates to their fair value because of the
short-term nature of such assets the effect of discounting is negligible.
Capital management
For the purposes of capital management, capital includes issued capital and
all other equity reserves attributable to the equity holders of the Company.
The primary objective of the Directors' capital management is to ensure that
the Group will be able to continue as a going concern while sustaining the
future development of the business.
19. Related party transactions
Directors' remuneration and fees
Directors' remuneration and fees are disclosed in the Directors' Remuneration
Report on pages 43 to 46.
Other fees and transactions
Mr C Cannon Brookes was a director of Arlington Group Asset Management Limited
("Arlington") for the reporting period. During the period, the Company
incurred costs of £127,500 from Arlington in respect of financial advisory
and director's fees (2022: £876,004 in respect of fund-raising commissions
and expenses, financial advisory fees and director's fees). At 30 June 2024,
£42,500 was outstanding (2022: £nil).
Mr R. G. J. Ainger was a director of RFA Consulting Limited ("RFA") during the
reporting period. During the period the Company incurred costs of £52,000
from RFA in respect of company secretarial services. The fees were paid in
full during the period.
20. Share capital and share premium
30 Jun 31 Dec
2024 2022
£ £
Allotted, called up and fully paid share capital
265,534,972 (2022: 265,534,972) Ordinary shares of £0.001 each 265,535 265,535
20. Share capital and share premium
Movements in ordinary shares
No. of Share Share
shares Capital premium Total
£ £ £
Opening balance at 1 January 2022 138,868,305 138,868 17,931,296 18,070,164
Shares issued on IPO 66,666,667 66,667 19,933,333 20,000,000
Shares issued to acquire Taronga 60,000,000 60,000 - 60,000
265,534,972 265,535 37,864,629 38,130,164
Less: issuance costs settled in shares - - (1,000,000) (1,000,000)
Less: issuance costs settled in cash - - (368,521) (368,521)
Less: warrant expense - - (173,766) (173,766)
Less: capital reduction - - (17,931,296) (17,931,296)
Balance at 31 December 2022
and 30 June 2024 And 265,534,972 265,535 18,391,046 18,656,581
The shares have attached to them full voting, dividend and capital
distribution (including on winding up) rights; they do not confer any rights
of redemption.
In March 2022, as part of the re-registration to a public limited company, the
Company completed a capital reduction which reduced the share premium by
£17,931,296. This was offset against its retained deficit.
On 8 April 2022 the Company issued 66,666,667 Ordinary shares of £0.001 each
at 30 pence per share under the terms of its Initial Public Offering.
On 8 April 2022 the Company issued 60,000,000 Ordinary shares of £0.001 each
at 30 pence per share as part of the consideration for the acquisition of
Taronga.
21. Reserves
The warrant reserve is used to hold the fair value of warrants issued but not
yet exercised.
The merger reserve is used to hold the premium on share issued to acquire
subsidiaries where merger relief applies under Section 612, Companies Act
2006.
The retained earnings reserve contains the accumulated losses of the Group.
The translation reserve is used to hold the accumulated gains and losses on
translation of overseas subsidiaries.
22. Net debt reconciliation
The table below sets out an analysis of net funds and the movements in net
funds for each of the periods presented:
2024 2022
£ £
Cash and cash equivalents 1,345,629 13,823,173
Net funds 1,345,629 13,823,173
Cash and
cash
equivalents
£
Net funds
At 1 January 2022 2,503,714
Cash flows 11,371,009
Currency translation (51,550)
At 31 December 2022 13,823,173
Cash flows (12,389,745)
Currency translation (87,799)
At 30 June 2024 1,345,629
23. Ultimate controlling party
In the opinion of the Directors, there is no controlling party.
24. Events after the reporting period
On 10 July 2024 the Company announced that it had conditionally raised
£2,100,000 (before expenses) pursuant to a placing of 53,000,000 new ordinary
shares at a price of 4 pence per Ordinary Share. The issuance of those shares
was subsequently approved by shareholders at a General Meeting on 29 July
2024. The shares were admitted to trading on 1 August 2024.
On 11 July 2024 the Company announced that that Australia's largest tin
producer Metals X Limited had completed an on-market purchase of 60,000,000
existing ordinary shares at a price of 4 pence per share from Clara Resources
Limited. As part of the acquisition, the Company invited Metals X to
nominate two directors to the First Tin board. Therefore, Brett Smith,
Executive Director of Metals X Limited, and Peter Gunzburg, Chairman of Metals
X Limited, joined the board, effective 11 July 2024. As such, Clara's board
representative Mr. Nicholas Mather stepped down as a Non-Executive Director.
In addition, Metals X Limited agreed to subscriber for 11,500,000 ordinary
shares in the Company in the placing. As a result, Metals X Limited holds
approximately 23% of the current issued share capital of the Company.
On 28 August 2024 the Company announced that Ms Catherine Apthorpe and Mr Ingo
Hofmaier had given notice of their intention to step down as Non-Executive
Directors of the Company at the end of third quarter, effective 30 September
2024. Noting that following the announcement of Metals X Limited's strategic
stake in the Company and the appointment of its two representatives on 11 July
2024, the Board was being re-sized to better reflect the next stage of the
Company's development. Pursuant to these changes the Board has decided to
simplify its governance structure for the next financial year. As such,
matters dealt with by both the Remuneration and Nomination Committee and the
ESG Committee will be assumed by the Board, the Audit and Risk Committee shall
remain in situ, Ross Ainger will chair the Committee and Bill Scotting will be
a member. This simplified structure will remain under review until such time
that the Board deems it appropriate to revisit the requirement for additional
separate committees, in line with the Company's development.
On 28 October 2024, the Company announced a placing of 133,333,334 million
ordinary shares at 6 pence per share, raising £8 million before expenses. At
the date of signing of the financial statements the placing is conditional
upon shareholder approval at a General Meeting convened on 19 November 2024.
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE PERIOD ENDED 30 JUNE 2024
Note 2024 2022
£ £
Non-current assets
Investment in subsidiaries 6 19,192,381 19,192,381
Long-term receivables 7 26,915,042 15,495,521
46,107,423 34,687,902
Current assets
Trade and other receivables 8 43,609 98,548
Cash and cash equivalents 1,087,803 12,295,992
1,131,412 12,394,540
Current liabilities
Trade and other payables 9 (165,441) (350,914)
Net current assets 965,971 12,043,626
Total assets less current liabilities 47,073,394 46,731,528
Net assets 47,073,394 46,731,528
Equity
Called up share capital 11 265,535 265,535
Share premium account 11 18,391,046 18,391,046
Merger relief reserve 12 17,940,000 17,940,000
Warrant reserve 12 269,138 269,138
Retained earnings 12 10,207,675 9,865,809
Total equity 47,073,394 46,731,528
The Company made a profit in the period of £341,866 (2022: loss of
£1,239,794).
The financial statements were approved by the Board of directors and
authorised for issue on 30 October 2024 and are signed on its behalf by:
C Cannon Brookes
Director
Company number: 07931518
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
Share Merger
Share premium relief Warrant Retained Total
capital account reserve reserve earnings equity
£ £ £ £ £ £
At 1 January 2023 265,535 18,391,046 17,940,000 269,138 9,865,809 46,731,528
Profit for the period - - - - 341,866 341,866
Total comprehensive income for the period - - - - 341,866 341,866
At 30 June 2024 265,535 18,391,046 17,940,000 269,138 10,207,675 47,073,394
The Notes form an integral part of these Company Financial Statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Share Merger
Share premium relief Warrant Retained Total
capital account reserve reserve earnings equity
£ £ £ £ £ £
At 1 January 2022 138,868 17,931,296 - 95,372 (7,532,793) 10,632,743
Loss for the year - - - - (1,239,794) (1,239,794)
Total comprehensive loss for the year - - - - (1,239,794) (1,239,794)
Transactions with owners:
Capital reduction - (17,931,296) - - 17,931,296 -
Issuance of shares, net of costs 66,667 18,564,812 - - - 18,631,479
Shares issued to acquire Taronga 60,000 - 17,940,000 - - 18,000,000
Share-based payments - (173,766) - 173,766 707,100 707,100
Total transactions with owners 126,667 459,750 17,940,000 173,766 18,638,396 37,338,579
At 31 December 2022 265,535 18,391,046 17,940,000 269,138 9,865,809 46,731,528
The Notes form an integral part of these Company Financial Statements.
1. General Information
First Tin Plc is a public company limited by shares incorporated in England
and Wales. The registered office is First Floor, 47/48 Piccadilly, London,
England, W1J 0DT.
2. Basis of preparation
These financial statements have been prepared in accordance with Financial
Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act
2006. The financial statements have been prepared under the historical cost
convention.
The Company has taken advantage of the following disclosure exemptions in
preparing these financial statements, as permitted by FRS 101 "Reduced
Disclosure Framework":
· The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2
Share-based Payment;
· The requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h),
B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of
IFRS 3 Business Combinations;
· The requirements of paragraph 33(c) of IFRS 5 Non-Current Assets
Held for Sale and Discontinued Operations;
· The requirements of IFRS 7 Financial Instruments: Disclosures;
· The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value
Measurement;
· The requirement in paragraph 38 of IAS 1 Presentation of Financial
Statements to present comparative information in respect of:
· Paragraph 79(a)(iv) of IAS 1;
· Paragraph 73(e) of IAS 16 Property, Plant and Equipment;
· Paragraph 118(e) of IAS 38 Intangible Assets;
· The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C,
38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements;
· The requirements of paragraphs 134 to 136 of IAS 1 Presentation
of Financial Statements;
· The requirements of IAS 7 Statement of Cash Flows;
· The requirements of paragraphs 30 and 31 of IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors;
· The requirements of paragraphs 17 and 18A of IAS 24 Related Party
Disclosures;
· The requirements in IAS 24 Related Party Disclosures to disclose
related party transactions entered into between two or more members of a
Group;
· The requirements of paragraphs 134(d) to 134(f) and 135(c) to
135(e) of IAS 36 Impairments of Assets;
3. Material accounting policy information
3.1 Investment in subsidiaries
Investments in subsidiaries are stated at cost less accumulated impairment.
3.2 Impairment
At each reporting date, the Company assesses whether there is any indication
that an asset, other than inventories and deferred tax assets, may be
impaired. Where an indicator of impairment exists, the Company makes an
estimate of the recoverable amount. An impairment loss is recognised in profit
or loss whenever the carrying amount of the asset or cash generating unit
exceeds its recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the income statement, unless the relevant asset
is carried at a revalued amount, in which case the impairment loss is treated
as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount greater than cost,
in which case the reversal of the impairment loss is treated as a revaluation
increase.
3.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
3.4 Financial assets
Financial assets are recognised in the Company's statement of financial
position when the Company becomes party to the contractual provisions of the
instrument.
Financial assets are classified into specified categories. The classification
depends on the Company's business model for managing the financial assets and
the contractual terms of the cash flows.
Financial assets are initially measured at fair value plus transaction costs,
other than those classified as fair value through profit or loss (FVTPL) or
fair value through other comprehensive income (FVOCI), which are measured at
fair value.
3. Material accounting policy information
3.4 Financial assets
Loans and receivables
Trade receivables are recognised initially at the amount of consideration that
is unconditional, unless they contain significant financing components when
they are recognised at fair value. They are subsequently measured at amortised
cost using the effective interest method, less loss allowance.
Loans and other receivables that have fixed or determinable payments and are
held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortised
cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for
short-term receivables when the recognition of interest would be immaterial.
The effective interest method is a method of calculating the amortised cost of
a debt instrument and of allocating the interest income over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts through the expected life of the debt
instrument to the net carrying amount on initial recognition.
Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit loss
associated with its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, resulting in trade receivables recognised and
carried at original invoice amount less an allowance for any uncollectible
amounts based on expected credit losses.
The Company recognises a loss allowance for expected credit losses on
investments in debt instruments that are measured at amortised cost. The
amount of expected credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial
instrument.
Derecognition of financial assets
Financial assets are derecognised 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 to another entity.
3. Material accounting policy information
3.5 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit or loss or other financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other payables, are initially
measured at fair value, and are subsequently measured at amortised cost, using
the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's
obligations are discharged, cancelled, or they expire.
3.6 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
Company.
3.7 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting date.
3. Material accounting policy information
3.7 Taxation
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
3.8 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
date. Gains and losses arising on translation are included in profit or loss
for the period.
3.9 Critical accounting estimates and judgements
Details of the Company's significant accounting judgements and critical
accounting estimates are set out in these financial statements and
include:
Carrying value of investments in subsidiary undertakings and long-term
receivables
At each reporting date, investments in and loans made to subsidiaries are
reviewed to determine whether there is any indication that those assets are
impaired. If there is an indication of possible impairment, the recoverable
amount of the asset is estimated and compared with its carrying amount. Any
resulting impairment loss is recognised immediately in profit or loss.
The Directors have reviewed the carrying value of these assets at 30 June 2024
and, whilst there has been a fall in the Company's market capitalisation
during the period, the estimated valuations of the underlying mining assets
remain substantially in excess of the carrying value of the investments in and
loans to subsidiary undertakings. Accordingly, the Directors consider that
no impairment of these assets is required.
4. Profit for the financial period
The Company has taken advantage of section 408 of the Companies Act 2006 and,
consequently, a Profit and Loss Account for the Company alone has not been
presented.
5. Staff costs and Director's renumeration
Period Year
ended ended
30 Jun 31 Dec
2024 2022
£ £
At 1 January 2021
Additions
Currency translation
At 31 December 2021
Wages and salaries 282,983 104,339
Social security costs 19,380 6,750
Total staff cost recognised in the profit 302,363 111,089
and loss
The average number of staff employed by the Company, including Directors, is
detailed below:
Period Year
ended ended
30 Jun 31 Dec
2024 2022
No. No.
Management and administration 4 3
Directors' remuneration and fees are disclosed in the Directors' Remuneration
Report on pages 43 to 46.
6. Investment in subsidiaries
£
At 1 January 2022 458,199
Acquisition of Taronga 18,734,182
At 30 June 2024 and 31 December 2022 19,192,381
At 1 January 2021
Additions
Currency translation
At 31 December 2021
7. Long-term receivables
Loan to Loan to
Taronga Saxore Total
£ £ £
Cost
At 1 January 2021
Additions
Currency translation
At 31 December 2021
At 1 January 2023 4,754,846 10,740,675 15,495,521
Additions 8,076,474 4,240,109 12,316,583
Currency translation (365,003) (532,059) (897,062)
At 30 June 2024 12,466,317 14,448,725 26,915,042
8. Trade and other receivables
30 Jun 31 Dec
2024 2022
£ £
VAT recoverable 4,068 32,291
Prepayments 39,541 66,257
43,609 98,548
9. Trade and other payables
30 Jun 31 Dec
2024 2022
£ £
Trade payables - 21,129
Other payables 18,200 6,663
Accruals 147,241 323,122
165,441 350,914
10. Related party transactions
Directors' remuneration and fees
Directors' remuneration and fees are disclosed in the Directors' Remuneration
Report on pages 43 to 46.
Other fees and transactions
Other fees and transactions with the Company are disclosed in Note 19 to the
consolidated financial statements.
The Company was owed £14,448,725 (2022: £10,740,675) by Saxore, a wholly
owned subsidiary incorporated in Germany. In the period to 30 June 2024 a net
of £2,752,185 (2022: £3,898,759) was advanced by the Company to Saxore, and
interest of £1,487,924 (2022: £357,843) was accrued in respect of the loan.
The loan carries interest at 4% over the European Central Bank rate per annum.
In addition, the Company was owed £12,466,317 (2022: £4,754,846) by Taronga,
a wholly owned subsidiary incorporated in Australia. In the period to 30 June
2024 a net of £6,873,600 (2022: £3,851,785) was advanced by the Company to
Taronga, and interest of £1,202,874 (2022: £95,836) was accrued in respect
of the loan. The loan carries interest at 4% over the Bank of England base
rate per annum.
11. Share capital
30 Jun 31 Dec
2024 2022
£ £
Allotted, called up and fully paid
265,534,972 (2022: 265,534,972) Ordinary shares of £0.001 each 265,535 265,535
Movement of the share capital is disclosed in Note 20 to the consolidated
financial statements
30 Jun 31 Dec
2024 2022
£ £
Share premium account 18,391,046 18,391,046
12. Reserves
The merger reserve is used to hold the premium on share issued to acquire
subsidiaries where merger relief applies under Section 612, Companies Act
2006.
The warrant reserve is used to hold the fair value of warrants issued but not
yet exercised.
The retained earnings reserve contains the accumulated losses of the Company.
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