REG - Focus Xplore PLC - Final Results 2024
03/06/2025 07:00
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RNS Number : 0865L Focus Xplore PLC 03 June 2025
03 June 2025
Focus Xplore PLC
('Focus Xplore' or the 'Company')
Final Results 2024
Condensed Consolidated Annual Financial Results for the year ended 31 December
2024
Focus Xplore PLC (AIM: FOX), the strategic energy and critical minerals
exploration and development company, announces its audited results for the
year ended 31 December 2024. A condensed set of financial statements
accompanies this announcement below, while the Company's full Annual Report
and Financial results can be found on the Company's website
www.focusxplore.com. The Company's Annual Report is in the process of being
prepared for dispatch to shareholders. Details of the date and venue for this
year's AGM, will be announced on posting of the Annual Financial results and
AGM to Shareholders.
OVERVIEW
- In 2024, the Company advanced its strategic position in the
critical and energy minerals sector, initially with the acquisition of the
White pine Uranium Project in Ontario, Canada.
- Continued to focus on identifying and developing exploration
opportunities in top-tier jurisdictions while assessing existing legacy
projects.
- Completed refinancing in early 2024 eliminating historical debts
and stabilising finances while the Company implemented a comprehensive
revitalisation plan which involved a refreshed board of directors, strategic
advisory support and a new strategic direction.
- Post year-end, the Company continued to implement its
objectives, successfully securing £307,500 in financing while also acquiring
an exciting portfolio of critical mineral exploration assets in Ontario in
exchange for premium-priced warrants.
- In line with its exploration goals, the renamed and rebranded
Focus Xplore PLC is actively executing exploration fieldwork programs on a
number of projects in Ontario.
This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014.
Enquiries:
Patrick Cullen info@focusXplore.com (mailto:nfo@focusXplore.com) Focus Xplore PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Advisor
Roland Cornish
Jason Robertson +44 (0) 207 374 2212 First Equity Limited Corporate Broker
Corporate Website: www.focusXplore.com (http://www.focusxplore.com/) LinkedIn: Focus Xplore PLC X: @focusXplore (https://x.com/focusxplore)
(https://www.linkedin.com/company/focus-xplore-plc)
Chairman's Report
Introduction
I am pleased to present Focus Xplore PLC's (hereinafter referred to as "Focus
Xplore" or the "Company") Annual Report and Financial Statements for the
financial year ending 31 December 2024. The past year has seen the Company
execute and develop its strategic position in the critical and energy minerals
sector through a process of identification and selection of exploration
opportunities and with a focus on top-tier jurisdictions.
The Company refinanced early in 2024, eliminating historical creditor balances
and liabilities and stabilising its financial position. Subsequently the
Company has restructured its management team, reassessed existing interests
and moved forward with the acquisition of a portfolio of exciting exploration
opportunities in Ontario, Canada.
Exploration and Development
In 2024, Focus Xplore, mindful of funding constraints, methodically continuing
with the assessment of legacy assets while adapting the strategy with a
particular focus on the critical minerals space.
Focus Xplore's move into uranium exploration with the acquisition (through
staking) of the White Pine Uranium Project in September 2024 was an initial
example. The Company followed up its broader identification of critical
mineral opportunities across Ontario with the subsequent acquisition of a
range of lithium and other critical mineral exploration assets. This
acquisition was made in exchange for premium priced warrants, avoiding
immediate cash outlay or share dilution. The selection of properties was based
on focused research and systematic evaluation of Ontario Geological Survey and
other data alongside the adaptation of AI-driven technologies.
Activities are currently underway across the bulk of the Company's newly
acquired exploration assets in Ontario. This is an exciting time for
shareholders as the Company sets out to deliver on a significant set of
exploration and discovery goals.
It is noted that Lake Victoria Gold remains in default of their agreed capital
contribution relating to the Joint Venture Agreement for the Imweru Gold
Project in Tanzania, which was due on or before December 31, 2023. The Company
continues to evaluate its options without prejudice.
Corporate and Post Year-End Developments
Focus Xplore has entered 2025 with a comprehensive reset of the Company's
strategy. This renewed approach involves a refreshed board of directors and
the acquisition of 31 Explore Ltd, bringing a range of critical mineral
exploration assets in Ontario, Canada to complement the White Pine Uranium
Project.
The Company has completed an extensive review of available options for
cost-effective exploration at Haneti and concluded that in absence of a clear
value opportunity, funds going forward will be focused on our assets in
Canada. As a consequence, the Board decided to cease further investment in
Tanzania. This refreshed approach prioritises delivering value to
shareholders, which remains our guiding objective.
Future Outlook
The Company successfully secured a total of £307,500 in financing during
March and April 2025 demonstrating support for Focus Xplore's new strategic
direction and its potential to deliver shareholder value. As demonstrated, we
are committed to moving at pace across multiple projects which means that
further funds will be required in the short term to secure the medium to long
term financial position of the Company. I am confident that the necessary
funding to maintain this momentum can be accessed through the exercise of
warrants or fundraising as required, or through project joint ventures or
other commercial arrangements and move Focus towards an exciting future in a
world-class jurisdiction.
Sean Wade
Chairman
Strategic Report
The Board of Directors present their strategic report together with the
audited annual financial statements for the year ended 31 December 2024 of
Focus Xplore PLC (the "Company") and its subsidiaries (collectively the
"Group").
Principal activities
Focus Xplore PLC is a strategic energy and critical minerals exploration
company specialising in the identification and exploration of energy and
critical minerals opportunities leading to discovery and development.
The Company is exploring in Ontario, Canada with priority placed on critical
minerals such as uranium, lithium, and rare earth elements. The Company is
committed to responsible exploration and delivering shareholder value.
Review of business in the year
The Group is in its early stage of development and details of the operational
activities of the Group are included in the Chairman's report.
Financial activities
Description 31 December 2024 31 December 2023
£ £
Administrative expenses (517,045) (450,540)
Foreign exchange (losses)/gains (3,425) (311)
Impairments (5,556) (7,053)
Share in (profit) / loss in associate (558) 7,480
Exploration expenditure (53,419) (163,448)
Finance income (6) 12
Loss for the period (580,009) (613,860)
The decrease in the loss year-on-year, as disclosed in the table above and in
the statement of comprehensive income, is mainly owing to the following
causes:
· Decrease in exploration expenditure as a viable project had to be
identified during the year before exploration could continue. Further funding
was since obtained after year-end.
· The impairment in 2023 and 2024 relates to the annual expenditure on
the projects that are impaired. Exploration expenditure was lower in 2024 and
hence the reduced impairment expense.
Key performance indicators
Management does not consider there to be any key financial KPI's at this
stage, other than the loss per share for the period, which is included in the
statement of comprehensive income. As and when operational activities increase
management will reconsider the key financial KPI's and update the necessary
disclosures accordingly. Non-financial KPI's comprise the measure of
advancement with respect to the various key exploration projects over the
medium to long term.
Principal Risks and Uncertainties
The realisation of exploration and evaluation assets is dependent on the
discovery and successful development of economic mineral reserves and is
subject to a number of significant potential risks summarised as follows, and
described further below:
• financial instrument & foreign exchange risk;
• strategic risk;
• funding risk;
• commercial risk;
• operational risk;
• speculative nature of mineral exploration and development;
• political stability;
• uninsurable risks and
• foreign investment risks including increases in taxes, royalties
and renegotiation of contracts.
Financial instrument and foreign exchange risk
The Company and Group are exposed to risks arising from financial instruments
held and foreign exchange transactions entered into throughout the period.
These are discussed in Note 18 to the Annual Financial Statements.
Strategic risk
Significant and increasing competition exists for mineral acquisition
opportunities throughout the world. As a result of this competition, the Group
may be unable to acquire rights to exploit additional attractive mining
properties on terms it considers acceptable. Accordingly, there can be no
assurance that the Group will acquire any interest in additional operations
that would yield reserves or result in commercial mining operations. The
Company expects to undertake sufficient due diligence where warranted to help
ensure opportunities are subjected to proper evaluation.
Funding risk
In the past the Group has raised funds via equity contributions from new and
existing shareholders, thereby ensuring the Group remains a going concern
until such time that revenues are earned through the sale or development and
mining of a mineral deposit. There can be no assurance that such funds will
continue to be available on reasonable terms, or at all in future. The
Directors regularly review cash flow requirements to ensure the Group can meet
financial obligations as and when they fall due.
For further related disclosure refer to the going concern evaluation in the
Directors' report. It includes the evaluation of the going concern assumption
due to the funding risk. The section discloses the information that has been
taken into account, how the risks were evaluated and mitigated.
Commercial risk
The mining industry is competitive and there is no assurance that, even if
commercial quantities of minerals are discovered, a profitable market will
exist for the sale of such minerals. There can be no assurance that the
quality of the minerals will be such that the Group properties can be mined at
a profit. Factors beyond the control of the Group may affect the marketability
of any minerals discovered. Mineral prices are subject to volatile price
changes from a variety of factors including international economic and
political trends, expectations of inflation, global and regional demand,
currency exchange fluctuations, interest rates and global or regional
consumption patterns, speculative activities and increased production due to
improved mining and production methods. Ultimately, the Group expects that
prior to a development decision, a project would be the subject of a
feasibility analysis to ensure there exists an appropriate level of confidence
in its economic viability.
Operational risk
Mining operations are subject to hazards normally encountered in exploration,
development and production. These include unexpected geological formations,
rock falls, flooding, dam wall failure and other incidents or conditions which
could result in damage to plant or equipment or the environment and which
could impact any future production throughout. Although it is intended to take
adequate precautions to minimise risk, there is a possibility of a material
adverse impact on the Group's operations and its financial results. The
Company will develop and maintain policies appropriate to the stage of
development of its various projects.
Staffing and Key Personnel Risks
Recruiting and retaining qualified personnel is critical to the Group's
success. The number of persons skilled in the acquisition, exploration and
development of mining properties is limited and competition for such persons
is intense. While the Company has good relations with its employees, these
relations may be impacted by changes in the scheme of labour relations which
may be introduced by the relevant governmental authorities. Adverse changes in
such legislation may have a material adverse effect on the Group's business,
results of operations and financial condition. Staff are encouraged to discuss
with management matters of interest to the employees and subjects affecting
day-to-day operations of the Group.
Speculative Nature of Mineral Exploration and Development
In addition to the above there can be no assurance that the current
exploration programmes will result in profitable mining operations.
The recoverability of the carrying value of exploration and evaluation assets
is dependent on the successful discovery of economically recoverable reserves,
the achievement of profitable operations, and the ability of the Group to
raise additional financing, if necessary, or alternatively upon the Company's
ability to dispose of its interests on an advantageous basis. Changes in
market conditions could require material write downs of the carrying value of
the Group's assets.
Development of the Group's mineral exploration properties is, amongst others,
contingent upon obtaining satisfactory exploration results and securing
additional adequate funding. Mineral exploration and development involves
substantial expenses and a high degree of risk, which even a combination of
experience, knowledge and careful evaluation may not be able to adequately
mitigate. The degree of risk reduces substantially when a Group's properties
move from the exploration phase to the development phase.
The discovery of mineral deposits is dependent upon a number of factors
including the technical skill of the exploration personnel involved. The
commercial viability of a mineral deposit, once discovered, is also dependent
upon a number of factors, including the size, grade and proximity to
infrastructure, metal prices and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. In addition, several years can elapse
from the initial phase of drilling until commercial operations are commenced.
Political Stability
The Company is conducting its activities in Tanzania and South Africa. The
Directors believe that the Governments of Tanzania and South Africa support
the development of natural resources by foreign investors and the Directors
actively monitor the situation on an ongoing basis. However, there is no
assurance that future political and economic conditions in Tanzania and South
Africa will not result in the respective governments adopting different
policies regarding foreign development and ownership of mineral resources. Any
changes in policy affecting ownership of assets, taxation, rates of exchange,
environmental protection, labour relations, repatriation of income and return
of capital, may affect the Company's ability to develop the projects.
Uninsurable Risks
The Group may become subject to liability for accidents, pollution and other
hazards against which it cannot insure or against which it may elect not to
insure because of prohibitive premium costs or for other reasons, such as
amounts which exceed policy limits.
Foreign investment risks including increases in taxes, royalties and
renegotiation of contracts
The Group is subject to risk arising from the ever-changing economic
environment in which its subsidiaries operate, mainly driven by the changing
regulatory environment governing corporate taxation, transfer pricing and
other investment related operational activities. The Group continues to
re-assess its investment decisions in order to limit exposure to the
ever-changing regulatory environment in which it operates.
Section 172 Report
Section 172(1)(a) to (f) of the Companies Act 2006 requires each director to
act in the way he or she considers would be most likely to promote the success
of the Company for the benefit of its members as a whole, with regard to the
following matters:
a. The likely consequences of any decision in the long-term
Focus Xplore is a mining exploration and development Company. By their natures
mining exploration and development projects are complex, capital intensive,
last many years and involve a varied group of stakeholders. As such it is
extremely important that the board considers all decisions made by the Company
in the context of their long-term impact on the Company. Consequences of such
decisions include (but are not limited to) the impact on all stakeholders
(with particular care towards local communities), impact on environmental
issues in and around project areas and the financial impact on the Company and
its ability to function effectively. Focus Xplore is meticulous in its
planning, as is required for permitting processes in the mining exploration
and development sector. As such, the Company prepares detailed planning
documents before initiating any major work programme. Such planning
documents assess a variety of factors from community and environmental issues
to technical geological and project funding matters. Where appropriate the
Company provides copies of these reports on its website
(https://www.focusxplore.com (https://www.focusxplore.com) ) or releases
excerpts via the London Stock Exchange's Regulatory News Service.
b. The interests of the company's employees
The health and safety of Focus Xplore's employees is of paramount concern to
the board. It is imperative that Focus Xplore provides a safe and secure
working environment for all staff. The Company conducts regular Health &
Safety reviews and ensures that any operational plans are subject to rigorous
scrutiny in their creation and constant monitoring during their
implementation.
The Company is a responsible employer in respect to the approach it takes
towards employee and contractor pay, benefits and other terms of engagement as
it develops. These are constantly reviewed.
While the Board is all male at the date of this report, it is committed to
fair and equal gender opportunity and fostering diversity, subject to ensuring
appointees are appropriately qualified and experienced for their roles. The
Group acknowledges that as it expands its operations, it will be to its
benefit to align the composition of its Boards and profile of its management
and staff to reflect balance in the ethnicity and gender of its personnel.
Analyses of gender of Group personnel during reporting period:
Male Female Other
Board 5 0 0
Management 1 4 0
Employees No direct employees No direct employees No direct employees
c. The need to foster the company's business relationships with
suppliers, customers and others
Mining exploration and development projects involve a diverse and varied group
of stakeholders. These include (but is not limited to) the Company's
employees, government officials, local communities, financial backers,
shareholders and other suppliers. The Company adopts a transparent and open
stance in its dealings with all stakeholders to help build trust. Mining
exploration and development projects can only succeed with the full support of
all involved.
The board has oversight of the procurement and contract management processes
in place and receives regular updates on any matters of significance, as well
as approving the awarding of large contracts. The board ensures the Company
fully adheres to the Bribery Act 2010 by means of Anti-Corruption &
Bribery and Whistle-Blowing policies that is implemented.
d. The impact of the company's operations on the community and
environment
Mining exploration and development projects can have a significant impact on
local communities and the environment. The board constantly reviews the impact
of its operations on local communities and the environments. Where required,
the Company completes detailed surveying work (such as Environmental Impact
Assessments) and, where necessary, applies for relevant permits. Such
processes require diligence and concentrated effort.
The board ensures it maintains positive relations with local communities, by
engaging in local programmes and providing secure employment opportunities.
e. The desirability of the company maintaining a reputation for high
standards of business conduct
As a listed company, Focus Xplore's reputation for the high standards of its
business conduct is paramount. The board makes every effort to ensure it
maintains these.
The Company is subject to the disclosure requirements of the AIM Rules for
Companies and Financial Conduct Authority's Disclosure Transparency Rules.
These comprehensive set of rules enforce a strict discipline upon the Company
in terms of the manner, timeliness, subjectivity and content of its public
disclosures.
Focus Xplore is also required to complete an annual audit. This is a rigorous
analysis of the Company's operations and review of the Company's policies. The
results of this are published each year in the Company's Annual Report.
Focus Xplore also publishes on its website an "AIM 26 Disclosure"
(https://www.focusxplore.com/investors/aim-rule-26/
(https://www.focusxplore.com/investors/aim-rule-26/) ), which details much of
the manner in which the Company is run.
Focus Xplore is committed to corporate governance and adheres to the QCA
Corporate Governance Code. The Company's corporate governance statement can be
found here https://focusxplore.com/
(https://focusxplore.com/company/corporate-governance/)
(https://focusxplore.com/company/corporate-governance/) company/
(https://focusxplore.com/company/corporate-governance/)
(https://focusxplore.com/company/corporate-governance/) corporate-governance/
(https://focusxplore.com/company/corporate-governance/) .
f. The need to act fairly as between members of the company
As a listed Company, Focus Xplore is committed to treating its shareholders
fairly and delivering shareholder value.
Focus Xplore is registered in England and Wales and is subject to the
Companies Act 2006. The Company is also subject to the UK City Code on
Takeovers and Mergers. The Company's articles of association, which help
define some of the actions between the Company and its shareholders, can be
found here https://www.focusxplore.com/investors/corporate-documents/
(https://www.focusxplore.com/investors/corporate-documents/) .
This report was approved by the Board on 29 May 2025 and signed on its behalf
by:
Patrick Cullen
Chief Executive Officer
Condensed Consolidated Financial Results for the year ended 31 December 2024
Condensed Consolidated Statement of Comprehensive Income
31 December 2024 31 December 2023
Note £ £
Administrative expenses (517,045) (450,540)
Foreign exchange (losses) / gains (3,425) (311)
Impairments 5 & 7 (5,556) (7,053)
Share of net (loss)/profit of associates accounted for using the equity method 7 (558) 7,480
Exploration expenditure (53,419) (163,448)
Operating loss (580,003) (613,872)
Finance income (6) 12
Loss on ordinary activities before tax (580,009) (613,860)
Taxation - -
Loss for the period (580,009) (613,860)
Other comprehensive income:
Items that may be classified subsequently to profit or loss:
Exchange differences on translation of foreign operations 10,856 6,495
Other comprehensive loss for the period net of tax 10,856 6,495
Total comprehensive loss for the period (569,153) (607,365)
Loss for the period (580,009) (613,860)
Attributable to the owners of the parent (554,559) (576,141)
Attributable to non-controlling interest (25,450) (37,719)
Total comprehensive loss for the period (569,153) (607,365)
Attributable to the owners of the parent (581,319) (608,062)
Attributable to non-controlling interest 12,166 697
Loss per Share
Basic loss per share (pence) 4 (0.04) (0.09)
Diluted loss per share (pence) 4 (0.04) (0.09)
Condensed Consolidated Statement of Financial Position
31 December 31 December
2024 2023
Note £ £
Assets
Non-Current Assets
Exploration and evaluation assets 5 - -
Total Non-Current Assets - -
Current Assets
Other receivables 14,152 15,916
Cash and cash equivalents 6,549 414
Total Current Assets 20,701 16,330
Total Assets 20,701 16,330
Equity and Liabilities
Equity
Called up share capital 8 1,596,420 669,497
Share premium account 8 2,962,582 2,962,582
Deferred shares 8 4,143,713 4,143,713
Merger Reserve 1,271,715 1,271,715
Capital Contribution 10,528 10,528
Warrant and share based payment reserve 477,861 451,556
Translation Reserve (355,618) (328,858)
Retained earnings reserve (10,152,887) (9,527,078)
Equity attributable to owners of the parent (45,686) (346,345)
Non-controlling interest (279,777) (291,943)
Total Equity (325,463) (638,288)
Liabilities
Current Liabilities
Trade and other payables 153,170 460,578
Other financial liabilities 192,994 194,040
Total Current Liabilities 346,164 654,618
Total Equity and Liabilities 20,701 16,330
Condensed Consolidated Statement of Changes in Equity
Share capital Share Deferred shares Merger Capital contribution Warrant and share based payment reserve Foreign currency translation reserve Retained Non-controlling interest Total equity
premium reserve deficit
£ £ £ £ £ £ £ £
Balance as at 1 January 2024 669,497 2,962,582 4,143,713 1,271,715 10,528 451,556 (328,858) (9,527,078) (291,943) (638,288)
Loss for the year - - - - - - - (554,559) (25,450) (580,009)
Other comprehensive loss - - - - - - (26,760) - 37,616 10,856
Shares issued 926,923 - - - - - - - - 926,923
Share issue costs - - - - - - - (71,250) - (71,250)
Options issued - - - - - 26,305 - - - 26,305
Balance as at 31 December 2024 1,596,420 2,962,582 4,143,713 1,271,715 10,528 477,861 (355,618) (10,152,887) (279,777) (325,463)
Balance as at 1 January 2023 4,604,125 2,962,582 - 1,271,715 10,528 828,223 (296,937) (9,318,504) (292,640) (230,908)
Loss for the year - - - - - - - (576,141) (37,719) (613,860)
Other comprehensive loss - - - - - - (31,921) - 38,416 6,495
Restructuring of shares (4,143,713) - 4,143,713 - - - - - - -
Shares issued 209,085 - - - - - - - - 209,085
Share issue costs - - - - - - - (9,100) (9,100)
Warrants expired - - - - - (376,667) - 376,667 - -
Balance as at 31 December 2023 669,497 2,962,582 4,143,713 1,271,715 10,528 451,556 (328,858) (9,527,078) (291,943) (638,288)
Condensed Consolidated Statement of Cash Flow
31 December 31 December
2024 2023
Audited Audited
Notes £ £
Cash flows from operating activities
Loss for the period before taxation (580,009) (613,860)
Adjustments for:
Foreign exchange loss 3,425 311
Share of loss/(profit) in associate 7 558 (7,480)
Impairment of associates 7 5,556 7,053
Share based payment transactions 26,305 -
Other non-cash items - 116
Trade payables settled in shares 126,923 59,085
Decrease in other receivables 1,764 424
(Decrease)/Increase in trade and other payables (307,408) 353,963
Net cash flows from operating activities (722,886) (200,388)
Cash flows from Investing activities
Issue of shares (net of share issue cost) (6,114) -
Net cash flow to investing activities (6,114) -
Cash flows from financing activities
Issue of shares (net of share issue cost) 728,750 140,900
Proceeds from other financial liabilities 7,946 3,811
Net cash proceeds from financing activities 736,696 144,711
Net (decrease) / increase in cash 7,696 (55,677)
Movement in foreign currency reserves (1,561) 6,495
Cash and cash equivalents at the start of the financial period 414 49,596
Cash and cash equivalents at the end of the financial period 6,549 414
Condensed Consolidated financial results for the year ended 31 December 2024
Note 1 General Information
Focus Xplore PLC ("Focus Xplore" or the "Company") is a Company incorporated
in England & Wales as a public limited Company. The Group financial
statements consolidate those of the Company and its subsidiaries (together
referred to as the "Group"). The Company's registered office is located at c/o
Arch Law Limited, Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.
The principal activities of the Group are related to the evaluation and
exploration studies within a licenced portfolio area with a view to generating
commercially viable mineral resources.
The individual financial statements of the Company ("Company financial
statements") have been prepared in accordance with the Companies Act 2006
which permits a Company that publishes its Company and Group financial
statements together, to take advantage of the exemption in Section 408 of the
Companies Act 2006, from presenting to its members its Company Income
Statement and related notes that form part of the approved Company financial
statements.
Note 2 Going Concern
In the past the Group has raised funds via equity contributions from new and
existing shareholders, thereby ensuring the Group remains a going concern
until such time that revenues are earned through the sale or development and
mining of a mineral deposit. There can be no assurance that such funds will
continue to be available on reasonable terms, or at all in future. The
solvency and liquidity risk of the group is included in the funding risk
detailed in the strategic report.
The directors regularly review cash flow requirements to ensure the Group can
meet financial obligations as and when they fall due. Due to funding
constraints during the year, expenditure was managed and monitored with due
care. The firm actions taken to address the current liability position that
increased during the year under review are set out below. Actions include the
fundraise that took place after year-end. The directors have evaluated the
Group's liquidity risk and liquidity requirements to confirm whether the Group
has adequate cash resources and working capital to continue as a going concern
for the foreseeable future. The directors assessed available information about
the future, possible outcomes of planned events, and the responses to such
events and conditions that would be available to the Board.
There is a material uncertainty related to the events or conditions described
below that may cast significant doubt on the entity's ability to continue as a
going concern, and, therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business.
The Group currently generates no revenue and had a net liability position of
£325,463 as at 31 December 2024 (31 December 2023: net liabilities of
£638,288). As at year end, the Group had liquid assets in the form of cash
and cash equivalents of £6,549 and no other financial asset balances
receivable (2023: £414 and £nil).
Considering the net current liability position of £325,463, the Directors
have reviewed the cash flow forecasts, based on the existing budget, and
evaluated to prior year actuals. The forecast includes estimates and
assumptions regarding future costs and the timing of these. The financial
forecast does not include non-committed cash inflows or expenditure.
In order to manage working capital expenditure, a capital placing of 673m
share (with a placing value of £336,500) was completed during April 2025. The
proceeds are being used to advance the exploration work and pay for working
capital expenditure. The Focus Xplore priority projects are prospective for
uranium, lithium, and magnet metals (selected rare earth elements) in Ontario,
Canada.
The fundraise is providing a solid foundation for implementing the
revitalisation plan and propelling the Company forward to a sustainable
future. Based on the current forecast, the Group still does not have
sufficient cash to meet its liabilities and finance day to day operations for
the next 12 months after the issue of this report,shortage of c. £473k is
forecast. The Group currently has a positive, but limited cash balance. This
will be sufficient to cover ongoing required expenditure into August 2025.
If the Directors are unable to secure sufficient funding, they could be forced
to take all necessary steps to reduce outgoings and/or take other actions
which could include the sale of assets or the winding up the Company.
The directors believe that additional funding can be obtained to enable the
Company and the Group to continue in existence for a period of at least 12
months at the date of approval of these financial statements. However, there
is no guarantee that sufficient cash inflows from equity fundraising or other
sources will be forthcoming in the timeframe required. This represents a
material uncertainty in relation to the funding arrangements of the Group
which may result in the Company and the Group not being a going concern.
The directors continue to review the Group's options to secure additional
funding for its general working capital requirements. The Group and Company
will also require additional finance in order to progress work on its current
assets and bring them to commercial development and cash generation. Such
development is dependent on successful exploration activity and technical
reports, and then on securing further funding. Additional capital raising
will be required to finance potential acquisition targets and corporate
development needs, as well as meeting its financial obligations as they become
due.
The evaluation of the going concern considers that Focus Xplore has a strong
proven track record of being able to source funding on an ongoing basis, even
in difficult market conditions, and it expects to be able to continue doing
so.
Various sources of funding are being considered, most notably:
· Exercise of outstanding Warrants
· Further Capital Placings
· Credit Loan Notes
Focus Xplore also enjoys strong support, with specific reference to funding,
from its corporate broker, First Equity Ltd, which also has a proven track
record of being able to facilitate ongoing funding.
The Directors continue to monitor and manage the Company's cash and overheads
carefully in the best interests of its shareholders. Whilst the Directors
continue to consider it appropriate to prepare the financial statements on a
going concern basis, the above constitutes a material uncertainty that the
shareholders should be aware of.
Note 3 Audited results
These condensed consolidated financial results have been extracted from the
audited financial statements but are not in itself audited.
Note 4 Basic and dilutive loss per share
The basic loss and weighted average number of ordinary shares used for
calculation purposes comprise the following:
Basic Loss per share 31 December 2024 (£) 31 December 2023 (£)
Loss for the period attributable to equity holders of the parent (554,559) (576,141)
Weighted average number of ordinary shares for the purposes of basic loss per 1,489,349,995 615,980,994
share
Basic loss per ordinary share (pence) (0.04) (0.09)
The Company had warrants in issue as at 31 December 2024 and 2023 though the
inclusion of such warrants in the weighted average number of shares as
possible dilutive instruments in issue during 2024 and 2023 would be
anti-dilutive and therefore they have not been included for the purpose of
calculating the loss per share.
Note 5 Exploration and evaluation assets
Exploration and evaluation assets consist solely of separately identifiable
prospecting assets held by Kibo Nickel and its subsidiaries.
There are no intangible prospecting assets as at period end. The current
prospecting projects have not satisfied any capitalisation requirements in
terms of the Group's accounting policies.
Exploration and evaluation assets are not amortised, due to the indefinite
useful life, which is attached to the underlying prospecting rights, until
such time that active mining operations commence, which will result in the
exploration and evaluation asset being amortised over the useful life of the
relevant mining licences.
Exploration and evaluation assets with an indefinite useful life are assessed
for impairment when facts and circumstances suggest that the carrying amount
of an exploration and evaluation asset may exceed its recoverable amount. When
facts and circumstances suggest that the carrying amount exceeds the
recoverable amount, the Group measures, presents and discloses any resulting
impairment loss in accordance with IAS 36.
One or more of the following facts and circumstances indicate that the Group
must test exploration and evaluation assets for impairment (the list is not
exhaustive):
a) the period for which the entity has the right to explore in the
specific area has expired during the period or will expire in the near future
and is not expected to be renewed.
b) substantive expenditure on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted nor planned.
c) exploration for and evaluation of mineral resources in the specific
area have not led to the discovery of commercially viable quantities of
mineral resources and the entity has decided to discontinue such activities in
the specific area.
d) sufficient data exist to indicate that, although a development in the
specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Management have considered indicators of impairment in relation to the
exploration and evaluation assets and have identified potential indicators as
at period end. The following factors were considered by management:
· The period for which the entity has the right to explore in the
specific area;
· Substantive expenditure required on further exploration for and
evaluation of mineral resources in the specific area which is neither budgeted
nor planned;
· Whether the exploration for and evaluation of mineral resources in
the specific area have not led to the discovery of commercially viable
quantities of mineral resources and the entity has decided to discontinue such
activities in the specific area; and
· Sufficient data exists to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Management has performed an assessment of the projects and has maintained its
view that the carrying value is £Nil (2023: £Nil) as there has been
insignificant changes to the status of the projects since the prior year.
There have been no indicators that the impairments previously recognised are
to be reversed.
Refer to the accounting policy relating to the use of estimates and judgements
for exploration and evaluation assets for further detail relating to the
determination of the key estimates and judgements.
Note 6 Other financial assets
Group (£) Company (£)
2024 2023 2024 2023
Other financial assets comprise:
Lake Victoria Gold receivable 656,283 656,283 656,283 656,283
Blyvoor Joint Venture receivable 1,120,101 1,136,661 - -
1,776,384 1,792,944 656,283 656,283
Impairment of other financial assets receivable
Lake Victoria Gold receivable (656,283) (656,283) (656,283) (656,283)
Blyvoor Joint Venture receivable (1,120,101) (1,136,661) - -
(1,776,384) (1,792,944) (656,283) (656,283)
Movements in other financial assets comprise of:
Opening balance as at 1 January 2024 1,792,944 1,943,969 656,283 656,283
Foreign currency translation (16,560) (151,025) - -
Closing balance as at 31 December 2024 1,776,384 1,792,944 656,283 656,283
Movements in impairments of other financial assets receivable consist of:
Opening balance as at 1 January 2024 (1,792,944) (1,943,969) (656,283) (656,283)
Foreign currency translation 16,560 151,025 - -
Closing balance as at 31 December 2024 (1,776,384) (1,792,944) (656,283) (656,283)
Lake Victoria Gold Receivable
Following various administrative difficulties in transferring ownership of
Reef Miners Limited from Kibo Gold Limited to Lake Victoria Gold Limited, both
parties concluded on 07 March 2022 to cancel the previous Sale of Share
Agreement by mutual consent.
As per the cancellation agreement, the Reef Transaction was cancelled by
mutual agreement between the parties, with neither party having any claim
against another party following specifically from the cancellation agreement.
On the same day Focus Xplore plc (at the time known as Katoro Gold plc) and
Lake Victoria Gold Limited entered into a "Joint Venture Agreement". Under the
terms and conditions of the "Joint Venture Agreement", Lake Victoria Gold
Limited became the 80% shareholder of Kibo Gold Limited, Cypriot subsidiary of
Focus Xplore plc, on the date of the Agreement with Focus Xplore plc owning
the remaining 20%.
Prior to the implementation of the above "Joint Venture Agreement", Focus
Xplore plc held 200 ordinary shares in the equity of Kibo Gold Limited,
constituting 100% of the issued share capital in the company.
On the effective date, Lake Victoria Gold Limited subscribed for 800 new
shares in Kibo Gold Limited, equal to 80% of the total issued share capital of
the company on conclusion of the "Joint Venture Agreement", for the
subscription amount of €88,000.
Focus Xplore plc indemnifies Lake Victoria Gold Limited against any claims
resulting from the cancellation of the Sale of Share Agreement. The position
of ownership of Reef Mining Limited was completely returned to Focus Xplore
plc, and no contingent amounts are due and payable by Lake Victoria Gold
Limited in this regard.
As per the "Joint Venture Agreement", the Conditions Precedent for the
conclusion of the Share Issue have been met on the 7th of March 2022 and that
the "effective date" of transfer of ownership of 80% of the shareholding is on
the 7th of March 2022, as the issued shares to Lake Victoria Gold Limited rank
Pari-Passu with the issued shares.
The "Joint Venture Agreement" furthermore details the following requirements:
• Lake Victoria Gold Limited will contribute capital to Kibo Gold
Ltd in the form of a shareholder's loan amounting to €792,000;
• Lake Victoria Gold Limited will be obliged to declare a preference
dividend to Focus Xplore Plc in the amount of €792,000 which is payable in
any number of instalments by the earlier of 31 December 2023 and the date it
ceases to be a shareholder in the company; and
• In the event that the preference dividend has not been declared
and paid by Kibo Gold Limited to Focus Xplore plc by 31 December 2023, the
outstanding balance owing will be paid by Lake Victoria Gold Limited to Focus
Xplore plc directly.
The investment in Kibo Gold Ltd was as of 7 March 2022 recognised as an
associate to reflect the terms of the "Joint Venture Agreement".
The receivable in Lake Victoria Gold has been fully impaired at 31 December
2024 (2023: £Nil) due to the credit risk of LVG, which is as a result of
previous payments not being received as they became due.
Blyvoor Joint Operations
On 30 January 2020, the Group entered into a Joint Venture Agreement with
Blyvoor Gold Mines (Pty) Ltd, whereby Focus Xplore plc and Blyvoor Gold Mines
(Pty) Ltd would become 50/50 participants in an unincorporated Joint Venture.
In accordance with the requirements of the Joint Venture Agreement, the Focus
Xplore Group was to provide a ZAR15.0 million loan (approximately £790,000)
to the JV ('the Focus Xplore Loan Facility'), which will fund ongoing
development work on the Project.
As at year end, the Group has advanced funding in the amount of £1,120,101
(2023: £1,136,661) of which 100% relate to expenditure allocated to the Joint
Venture operations, carried by the Focus Xplore plc Group. The funding
advanced during the year amounted to £Nil (2023: £Nil) and the remainder of
the balance of £151,025 relates to change in translation rate during the
year.
The Focus Xplore Loan Facility would have formed part of the development
capital project financing that Focus Xplore was required to procure in
accordance with its obligations contained in the Acquisition Agreement,
provided that:
· the balance of the Focus Xplore Loan Facility then outstanding shall
be subordinated to third party creditors participating in the development
capital project financing.
· the Focus Xplore Loan Facility will bear interest at the 12-month
London Inter Bank Offered Rate, or its successor; and
· the Focus Xplore Loan Facility will be repayable within 12 months
after:
- the last third-party creditor participating in the project
financing shall have been paid; or
- any earlier date on which the Parties may agree.
As at reporting period end, the counterparty to the Acquisition Agreement had
failed to deliver all the required documentation to satisfy the last condition
precedent, therefore the Group is considering its position and options in this
matter.
Note 7 Investments in associates
Investment in associates consists of equity investments where the Group has an
equity interest between 20% and 50% and does not exercise control over the
investee.
The following reconciliation serves to summarise the composition of
investments in associates as at year end.
Kibo Gold
Limited
(£)
Investments at Cost
At 1 January 2023 -
Share of profits for the year 7,480
Return of contributions to the investee (427)
Impairment loss attributable to associate (7,053)
At 31 December 2023 -
Share of loss for the year (558)
Investments in the associate 6,114
Impairment loss attributable to associate (5,556)
At 31 December 2024 -
Note 8 Share Capital and other equity reserves
The called-up and fully paid share capital of the Company is as follows:
2024 2023
(£) (£)
Allotted, issued and fully paid shares
1,596,420,573 Ordinary shares of £0.001 each 1,596,420 -
669,497,693 Ordinary shares £0.01 each - £669 ,497
1,596,420 £669 ,497
All ordinary shares issued have the right to vote, right to receive dividends,
a copy of the annual report, and the right to transfer ownership of their
shares.
The following share transactions took place during the period 1 January 2024
to 31 December 2024:
· On 12 February 2024 750,000,000 shares in Focus Xplore were
issued at par value of £0.001 as part of a capital placing.
· On 14 February 2024 75,000,000 shares in Focus Xplore were issued
at par value of £0.001 as part of a capital placing.
· On 12 February 2024 38,305,000 shares in Focus Xplore were issued
at par value of £0.001 in settlement of Kibo Energy recharge costs.
· On 12 February 2024 63,617,880 shares in Focus Xplore were issued
at par value of £0.001 in settlement of directors' fees.
A reconciliation of share capital is set out below:
Number of Shares Ordinary Share Capital Share Premium Deferred shares
(£)
(£)
(£)
Balance at 31 December 2022 460,412,593 4,604,125 2,962,582 -
Restructuring of shares through subdivision - (4,143,7013) - 4,143,713
Directors' fees settlement 11,085,100 11,085 - -
Cash placing shares 130,000,000 130,000 - -
Directors' subscriptions 20,000,000 20,000 - -
Directors fees settlement 48,000,000 48,000 - -
Balance at 31 December 2023 669,497,693 669,497 2,962,582 4,143,713
Issuing of shares (financing) 825,000,000 825,000 - -
Settlement of Kibo recharge cost 38,305,000 38,305 - -
Settlement of director's fees 63,617,880 63,618 - -
Balance at 31 December 2024 1,596,420,573 1,596,420 2,962,582 4,143,713
All ordinary shares issued have the right to vote, right to receive dividends,
a copy of the annual report, and the right to transfer ownership of their
shares.
Note 9 Board of Directors
Throughout the financial year, and up to the date of this report post year
end, the Board of Directors comprised the following members, who served as
Directors of the Company:
· Sean Wade - Chairman (Non-Executive Director) (appointed on 29
February 2024)
· Louis Coetzee (Non-Executive Chairman) (resigned on 28 Jun 2024)
· Patrick Cullen - Chief Executive Officer (Executive Director)
(appointed on 4 July 2024)
· Louis Scheepers (Non-Executive Director)
· Lukas Marthinus Maree (Tinus Maree) (Non-Executive Director)
· James Tosh (Non-Executive Director) (appointed on 23 April 2025)
Note 10 Subsequent events
The Company announced a fundraise on 10 February 2025. It was completed during
April 2025 whereby 673 000 000 ordinary shares were issued and a total of
£307,500 was raised.
At the General Meeting ("GM") held on 28 February 2025 the subdivision of
shares was approved.
On 18 March the Company acquired 100% of the share capital of 31 Explore Ltd
in a premium-priced warrant-only transaction. The Company issued 375,000,000
warrants priced at 0.10p and 375,000,000 priced at 0.15p.
The Company has formally changed its name to Focus Xplore Plc. effective 7
April 2025.
All the above are considered non-adjusting events after the reporting period.
Note 11 Commitments and contingencies
The Group does not have identifiable material contingencies or commitments as
at the reporting date.
Note 12 Segment report
IFRS 8 requires an entity to report financial and descriptive information
about its reportable segments, which are operating segments or aggregations of
operating segments that meet specific criteria. Operating segments are
components of an entity about which separate financial information is
available that is evaluated regularly by the Chief Operating decision maker.
The Chief Executive Officer is the Chief Operating decision maker of the
Group.
Management currently identifies two divisions as operating segments - Mining
(Sub-holding Company and operating entities) and Corporate (Ultimate Holding
Company). These operating segments are monitored, and strategic decisions are
made based upon them together with other non-financial data collated from
exploration activities. Principal activities for these operating segments are
as follows:
2024 Group Mining and Exploration Corporate 31 December 2024
(£) (£)
(£)
Group Group Group
Administrative cost (97,269) (419,776) (517,045)
Exploration expenditure (53,419) - (53,419)
Foreign exchange loss (3,425) - (3,425)
Finance income (6) - (6)
Impairment (5,556) - (5,556)
Share in profit/loss in associates (558) - (558)
Loss before tax (160,233) (419,776) (580,009)
2023 Group Mining and Exploration Corporate 31 December 2023
(£) (£)
(£)
Group Group Group
Administrative cost (219,532) (231,008) (450,540)
Exploration expenditure (163,448) - (163,448)
Foreign exchange loss (311) - (311)
Finance income 12 - 12
Impairments (7,053) - (7,053)
Share in profit in associates 7,480 - 7,480
Loss before tax (382,852) (231,008) (613 ,860)
2024 Group Mining and Exploration Corporate 31 December 2024
(£) (£)
(£)
Group Group Group
Assets
Segment assets 227 20,474 20,701
Liabilities
Segment liabilities (213,204) (132,960) (346,164)
2023 Group Mining and Exploration Corporate 31 December 2023
(£) (£)
(£)
Group Group Group
Assets
Segment assets 553 15,777 16,330
Liabilities
Segment liabilities (350,554) (304,064) (654,618)
Geographical segments
The Group operates in four principal geographical areas - Canada, Tanzania,
Cyprus and the United Kingdom.
Canada Tanzania Cyprus United Kingdom Total
31 December
2024
(£) (£) (£) (£) (£)
2024
Major Operational indicators
Carrying value of segmented assets - 74 - 20,627 20,701
Loss before tax (28,105) (37,240) (148,486) (366,178) (580,009)
Tanzania Cyprus United Kingdom Total
31 December
2023
(£) (£) (£) (£)
2023
Major Operational indicators
Carrying value of segmented assets 483 71 15,766 16,330
Loss before tax (45,332) (224,962) (343,566) (613,860)
Directors, officers and professional advisers
Board of Directors
Sean Wade (Non-executive Chairman)
Patrick Cullen (Chief Executive Officer)
Louis Scheepers (Non-executive Director)
Lukas Maree (Non-executive Director)
James Tosh (Non-executive Director)
Company Secretary: Shaun Zulafqar
Arch Law Limited
8 Bishopgate
London
EC2N 4BQ
Auditors:
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Broker:
First Equity Limited
Salisbury House
London Wall
London EC2M 5QQ
United Kingdom
Nominated adviser:
Beaumont Cornish Limited
Ninth Floor, Landmark
566 Cheswick High Road
London
W4 5YA
Nominated Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
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. END FR ELLFBEQLFBBKRecent news on Focus Xplore
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