REG - Fulcrum Metals PLC - Final Results for the year ended 31 December 2024
30/06/2025 07:00
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RNS Number : 8924O Fulcrum Metals PLC 30 June 2025
Fulcrum Metals plc / EPIC: FMET / Market: AIM / Sector: Mining
30 June 2025
Fulcrum Metals plc
("Fulcrum" or the "Company" or the "Group")
Final Results for the year ended 31 December 2024
Fulcrum Metals plc (AIM: FMET), a technology led company focused on the
recovery of precious metals from mine tailings in Canada, announces final
results for the year ended 31 December 2024.
Corporate Highlights
· Signed definitive option agreement monetising the Company's uranium
assets located in Saskatchewan, Canada, to Canadian Securities Exchange listed
Terra Balcanica Resources Corp (CNSX: TERA) for up to CA$3.36million,
CA$3.25million in work expenditures and a 1% net smelter return ("NSR")
royalty with a 0.5% buy down for CA$1 million
· Successfully raised in excess of £860,000 from supportive investors
and the Board of Directors
· Entered into Letter of Intent for the sale of the Tully Gold project
to TSX Venture Exchange listed Loyalist Exploration Limited (TSXV:PNGC) for up
to c.CAD$1.8m in cash and shares including 2% NSR royalty with a 0.5% buy down
for CA$1 million
Operational Summary
· Advanced the Company's transformation into a technology-focused, and
sustainable, gold tailings processing business
· Entered into an option agreement to acquire 100% of the Sylvanite
gold tailings project containing an estimated 67,000 ounces. Sylvanite is the
Company's second tailings project, strategically located approximately 3km
from Teck Hughes, the Company's first tailings project in Kirkland Lake,
Ontario
· Conducted successful exploration programmes across the Sylvanite and
Teck Hughes projects:-
o Six new auger sites at Sylvanite report an average 0.58g/t gold, 1.1g/t
silver and 13.9g/t tellurium
o Four new auger sites at Teck Hughes report an average 0.65g/t gold, 1.3g/t
silver and 13g/t tellurium
o Silver and tellurium have not been assayed for previously and the Board
believe both Teck Hughes and Sylvanite could offer co-product potential
enhancing the projects further. Especially given that Canada recognises
tellurium as a critical mineral which could potentially enhance the importance
of these projects in Canada.
· Initiated phased testing and study programmes at Teck-Hughes and
Sylvanite to evaluate the efficiency of Extrakt Processing Solutions LLC
("Extrakt") cyanide free technology in recovering gold. The results from these
programs have proven successful: -
o Initial testing at Teck Hughes delivered gold recovery rates of 59.4% with
leach times of between 3 to 6 hours
o First phase testing at Sylvanite delivered gold recovery rates of 49% with
leach times of between 3 to 6 hours
o The initial results of testing with Extrakt's cyanide free technology has
delivered breakthrough results nearly doubling the gold recovery and
substantially reducing the leaching times by over 90% when compared to
previous testing at Sylvanite in 2008 using cyanide-based test methods which
achieved c.30% gold recovery in leaching times of 48 hours
o Phase 2 conceptual study commenced at Teck-Hughes based on the initial
test results, to provide an initial economic viability assessment of the
project delivering operating plans, cost estimates, and provide a clear
pathway to production
Post-period Highlights
· Appointment of Mitchell Smith as Non-Executive Chairman, bringing
extensive board experience in Canada to the Company.
· Signed a Master Licence Agreement with Extrakt for the exclusive
licencing of its cyanide free cutting-edge technology to unlock the in-situ
value at Kirkland Lake projects and for legacy gold tailings across two of
Canadas most prolific gold camps in Timmins and Kirkland Lake.
· Discovery of Gallium, Tellurium and Silver in all holes assayed to
date at the Teck Hughes and Sylvanite projects. Gallium and Tellurium are
recognised as critical minerals, key to the global energy transition
· The Teck Hughes Phase 2 initial conceptual study provides positive
economics and a proven concept for tailings production at Teck Hughes
· Subscription by certain directors of the Company to raise £140,000
Financial Summary
· The Company generated no revenue during the period but focussed on
exploring and developing assets that the Board believes will generate revenue
and value for the Company and its shareholders in the future.
· For the year ended 31 December 2024 ("FY2024") the Company reported a
pre-tax loss of £1,153,461 (year ended 31 December 2023 ("FY2023"): pre-tax
loss of £1,714,423).
· The Company's net cash balance as at 31 December 2024 was £340,517
(31 December 2023: £620,924).
· Basic loss per share of 0.022p (FY2023 loss per share: 0.037p).
Ryan Mee, Chief Executive Officer of Fulcrum Metals, commented:
"Over the past year, Fulcrum has positioned itself as a technology focused and
sustainable gold tailings processing company.
"This has seen our mine tailings asset base strategically expanded in Kirkland
Lake to now include Teck Hughes and Sylvanite whilst also signing value
accretive disposal agreements on some of our exploration assets.
"The development of our mine tailings assets has seen the discovery of Silver,
Tellurium and Gallium which could be valuable co-products alongside the Gold.
Both Tellurium and Gallium are recognised by Canada as critical minerals, and
thus in high demand.
"Our collaboration with Extrakt has been a key focus, and we are very pleased
with the early success of the cyanide free leaching technology when applied to
our Sylvanite and Teck-Hughes sites. Initial test work has shown significant
improvements in gold recovery rates and a dramatic reduction in leaching
times. Post-period we were delighted to announce the signing of our Master
Licencing Agreement which cements our partnership with Extrakt and opens
exciting long-term opportunities across more than 70 legacy mine sites
throughout the Timmins and Kirkland Lake regions.
"Finally, I would like to welcome Mitchell Smith as Non-Executive Chairman.
His deep regional expertise across Canadian mining jurisdictions and at
corporate level will be instrumental as we continue to advance and unlock the
potential of our tailings assets.
"We move into the new financial year with strong momentum off the back of
signing the exclusivity agreement with Extrakt, a clearer strategic focus, and
a growing pipeline of opportunities."
Qualified Person Statement
The technical information in this announcement has been reviewed by Edward
(Ed) Slowey, BSc, PGeo, technical advisor to Fulcrum Metals Plc. Mr Slowey is
a graduate geologist with more than 40 years' relevant experience in mineral
exploration and mining and a founder member of the Institute of Geologists of
Ireland. Mr Slowey has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which has been undertaken to qualify as a "Qualified Person" in accordance
with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr
Slowey consents to the inclusion in the announcement of the matters based on
their information in the form and context in which it appears.
Technical Glossary
Au Gold
Co Cobalt
Cu Copper
g/t grams per metric tonne
NI 43-101 compliant National Instrument 43-101 Standards of Disclosure for Mineral Projects is a
securities regulatory instrument that governs how companies can disclose
mining-related information in Canada.
ppm Parts per million
For further information please visit https://fulcrummetals.com/
(https://fulcrummetals.com/) or contact:
Fulcrum Metals PLC
Ryan Mee (Chief Executive Officer) Via St Brides Partners Limited
Allenby Capital Limited (Nominated Adviser)
Nick Athanas / Daniel Dearden-Williams Tel: +44 (0) 203 328 5656
Clear Capital Markets Limited (Broker)
Bob Roberts Tel: +44 (0) 203 869 6081
St Brides Partners Ltd (Financial PR)
Ana Ribeiro / Paul Dulieu Tel: +44 (0) 20 7236 1177
Notes to Editors
About Fulcrum Metals PLC
Fulcrum Metals PLC (AIM: FMET) is an AIM listed technology led natural
resources company focused on recovery of precious metals from mine tailings
(previously milled and processed ore) in Canada using environmentally friendly
leaching technology developed by Extrakt Process Solutions LLC and its
associates (together "Extrakt"). The Company's initial projects are the mine
waste sites of former significant producing Teck-Hughes and Sylvanite gold
mines in Kirkland Lake, Ontario. The Company also has interests in a portfolio
of highly prospective mineral exploration and development projects in Ontario
and Saskatchewan in Canada.
Fulcrum has exclusive licenced use of Extrakt's proven leaching technology on
gold mine waste sites over the mining districts of Timmins and Kirkland Lake.
These are two of Canada's biggest gold camps with a history of over 110Moz Au
produced over the past 100 years and more than 70 documented legacy mine waste
sites. This presents Fulcrum with opportunity to develop into a significant
environmentally friendly gold producing entity in the near term.
Chairman's Statement
This is my first address to shareholders as Non-Executive Chairman, and I am
pleased to present the Company's final results for the year ended 31 December
2024.
2024 has been a pivotal year for Fulcrum, marked by significant progress in
our transformation into a technology-driven business focused on the
sustainable recovery of precious metals from mine tailings. This strategic
shift reflects our commitment to creating a faster path to revenue generation
and creating value for shareholders-well ahead of the typical 10 to 15 years
it can take to bring a conventional mine into production.
To support this shift, in April 2024 the Company reinforced its focus on
tailings processing by announcing an option agreement to acquire a 100%
interest in the Sylvanite Gold Tailings project, located in Kirkland Lake,
Ontario, Canada. Sylvanite is an ex-producing mine, strategically located just
3km from Fulcrum's Teck-Hughes Gold Tailings project-our first tailings
investment made in November 2023-significantly expanding our footprint in the
Kirkland Lake Gold Camp, one of Canada's most productive gold regions.
During the reporting period, we advanced operational activities across all our
projects, with a particular focus on progressing a four-phase development
programme at Teck-Hughes and Sylvanite aimed at testing Extrakt's proprietary
non-toxic separation technology. This approach has proved prudent and has
delivered exceptional results.
Phase 1 test work at Sylvanite showed up to 63% increase in gold recovery and
significantly reduced leach times-from 48 hours to as little as 3 hours. Of
particular note were the results of the Phase 2 high-level conceptual study at
Teck-Hughes, undertaken by Extrakt and Testing Design Implement Solutions LLC
("TDI"), and announced post period.
The study indicated a Net Present Value at a 7.5% discount rate ("NPV7.5") of
US$33 million and an Internal Rate of Return ("IRR") of 21.4%, based on a
nine-year operational life and an estimated four-year payback period. This
scenario assumes processing 2,000 tonnes of tailings per day, with an
unoptimised gold recovery rate of 59.4% and a leach time of six hours.
However, optimisation of the process could increase recovery rates to at least
70%.
A sensitivity analysis showed that a 25% increase in recovery rates to 74.25%
could significantly enhance the economics of the project-raising the net
present value to US$75.5 million, boosting the IRR to 37.7%, and reducing the
payback period to under three years. Further upside potential exists through
reduced leach times, improved reagent and water recycling, vacuum filtration
of residue, and recovery of other valuable minerals from the pregnant leach
solution.
Building on this strong technical foundation, a major strategic milestone was
achieved post year-end. On 22 May 2025, Fulcrum signed a Master Licence
Agreement ("MLA") with Extrakt Process Solutions LLC, granting Fulcrum
exclusive rights to apply Extrakt's cutting-edge non-cyanide leach technology
to legacy gold mine tailings across the Kirkland Lake and Timmins gold
camps-two of Canada's most prolific mining regions, which together host over
70 known mine waste sites.
This exclusivity agreement positions Fulcrum as a leader in sustainable
tailings reprocessing, providing a clear pathway to production at our flagship
Teck-Hughes project, with scalability through Sylvanite and other local sites.
With an estimated in situ value of over US$700 million in gold, gallium,
tellurium and silver across Teck-Hughes and Sylvanite alone, the opportunity
for long-term value creation is significant. The MLA spans an initial
four-year term and can be extended for upto a total of 12 years, aligning with
our strategic growth vision.
To accelerate these efforts, the Company announced on 13 September 2024 a
successful equity financing in excess of £860,000 at 8p per share. This
included an investor subscription, conversion of supplier fees, Director
subscriptions, and the conversion of accrued Director salaries. The net
proceeds of the financing were primarily used to support testing and onsite
evaluation at Teck-Hughes and Sylvanite, as well as to fund working capital.
Post year end, in May 2025, there was also a subscription for shares by
certain directors of the Company which raised £140,000.
Our sharpened focus on tailings technology has also led to strategic decisions
regarding our non-core portfolio. On 8 July 2024, Fulcrum announced the
divestment of its Saskatchewan uranium assets for up to CA$3.36 million,
enabling the redirection of resources toward tailings processing and gold
exploration. Post year-end, on 9 April 2025, the Company signed a binding
letter of intent to divest the Tully Gold Project to Loyalist Exploration. The
consideration includes CA$500,000 in cash, 89.3 million Loyalist shares
(representing a 19.9% equity stake), a 2% net smelter return royalty, and
milestone-based payments. The definitive agreement is subject to Loyalist
completing a financing which is underway and is expected to be extended beyond
30 June 2025 to allow for the completion of the financing and relevant
documentation. We continue to retain the Big Bear Gold Project, which remains
drill-ready and is well-positioned for future growth, exploration, and
development-or potential joint venture or divestment opportunities, depending
on market conditions.
At the start of 2025, Fulcrum announced a restructuring of the Board. I was
appointed Non-Executive Chairman, with Alan Mooney returning to his prior role
as Non-Executive Director. These changes reflect and support Fulcrum's
strategic growth ambitions and our geographical focus on Canada.
We have entered 2025 with strong momentum, a clear path to value creation, and
a deep commitment to delivering results for our shareholders. I am confident
that the year ahead will bring continued progress as we advance our projects,
optimise our technology, and unlock new opportunities.
Mitchell Smith
Chairman
27 June 2025
Strategic Report
Operational Review
2024 marked a transformative year for Fulcrum Metals Plc, as the Company
shifted its focus from early-stage hard rock exploration to low-risk,
scalable, and sustainable tailings projects powered by innovative processing
technology, with near-term cash flow potential. This strategy is further
supported by the strategic monetisation of non-core assets.
1. Gold Tailings Projects
Licensing of Extrakt's Leaching Technology
During the year, Fulcrum advanced licensing discussions with Extrakt Process
Solutions LLC ("Extrakt") and, by December 2024, had entered into non-binding
exclusivity terms for applying Extrakt's proprietary technology across legacy
mine waste in the Timmins and Kirkland Lake districts.
Post year end: On 22 May 2025, Fulcrum signed a four-year exclusive Master
Licence Agreement with Extrakt for use of its leaching technology across the
Timmins and Kirkland Lake gold camps, providing a commercial platform for
scale.
Teck-Hughes Tailings Project
In November 2023, Fulcrum entered into a mining option agreement to acquire
100% of the Teck-Hughes Gold Tailings Project in Kirkland Lake, Ontario.
The Teck-Hughes Mine historically milled 9.57 million tonnes of ore, producing
3.7 million ounces of gold. Tailings from the site have been subject to
historic sampling, with the most recent campaign conducted between 2018 and
2022. As part of that work, 95 auger samples were collected and assayed by
Actlabs in Timmins. The highest recorded grade was 1.23 g/t Au, with 72 of 95
samples returning between 0.5 and 0.8 g/t Au. The average was 0.66 g/t Au.
Based on this data and results from a 1980 drilling campaign, a non-compliant
resource estimate was prepared. It covers the north, west, and northeast
sections of the tailings and totals 6.53 million tonnes at an average grade of
0.66 g/t Au, representing approximately 138,460 contained ounces of gold.
In January 2024, the Company announced a phased sampling and study programme
with Extrakt, comprising:
1. High-level recovery investigation
2. Conceptual study
3. Detailed laboratory testing
4. Economic assessment
In May 2024, Phase 1 testing delivered highly promising results. Composite
samples from six sites returned a weighted average grade of 0.717 g/t Au - a
16.9% increase over historical averages. In June 2024, leaching tests on
"as-received" samples demonstrated initial gold recovery rates of up to 59.4%
using Extrakt's non-toxic technology.
In October 2024, Fulcrum initiated additional auger hole sampling across 16
sites to expand the project database and better understand gold grade
distribution. Results from four new sites averaged 0.65 g/t Au, 1.3 g/t Ag,
and 13 g/t Te. Silver and tellurium had not previously been assayed and now
offer potential by-product credits. Tellurium is also recognised as a Canadian
critical mineral.
As a result of successful Phase 1 work, Phase 2 conceptual study activities
began in December 2024, targeting operating plans and cost estimates for a
tailings processing plant at Teck-Hughes. Sampling also
continued with the goal of supporting a future NI 43-101 compliant technical
report.
Post Year-End: On 12 March 2025, Fulcrum announced the results of the Phase 2
Conceptual Study. The study reported a Net Present Value (NPV(7.5)) of US$33
million and an Internal Rate of Return (IRR) of 21.4% for a 2,000
tonnes-per-day operation. Sensitivity analysis indicated a potential NPV of
US$75.5 million if gold recovery increases to 74%.
In April 2025, Fulcrum reported gallium present in all 15 auger holes tested
to date, averaging 17 g/t. Gallium, also designated a critical mineral in
Canada, further strengthens Teck-Hughes's profile as a multi-mineral project,
alongside gold, silver, and tellurium.
Sylvanite Tailings Project
In April 2024, Fulcrum signed an option agreement to acquire 100% of the
Sylvanite Gold Tailings Project, located 3 km from Teck-Hughes in Kirkland
Lake, Ontario. Sylvanite significantly expands Fulcrum's footprint in one of
Canada's most productive gold camps.
Sylvanite is the fourth largest gold producer historically in the district,
having milled 4.58 million tonnes of ore and produced 1.67 million ounces of
gold between 1927 and 1961. The project has a historical tailings resource
estimate of up to 67,051 ounces of gold, with historic grades averaging around
0.47 g/t Au.
Previous test work conducted in 2008 suggested that combining gravity,
grinding, and flotation could improve gold recovery from tailings to around
70%. Pilot plant testing by Advanced Reclaim Inc. in 2010 and 2012, using 850
kg of sample material, achieved 65-72% gold recovery. The 2012 campaign
demonstrated a viable, scalable, non-chemical process for producing saleable
gold concentrate, while also enhancing the tailings' suitability for
environmental reclamation.
Under the option terms, Fulcrum will make staged payments of CA$240,000 in
cash and CA$100,000 in shares over four years, and grant a 1.5% Net Smelter
Return (NSR) royalty.
In June 2024, Fulcrum began Phase 1 testing with Extrakt, using the same
programme as at Teck-Hughes. Thirty samples were collected from eight
locations and split between Extrakt (for leach testing, ICP, and XRD analysis)
and Actlabs in Timmins (for gold assay).
In November 2024, six new auger sites reported average grades of 0.58 g/t Au,
1.1 g/t Ag, and 13.9 g/t Te. Duplicates of seven resampled sites, sent to
Extrakt, showed similar results. These grades are broadly in line with
historical figures and indicate consistent mineralisation across the deposit.
Silver and tellurium had previously only been sampled in 2012, with in-situ
grades of 1 g/t and 7.5 g/t respectively. Concentrate tests from that time
yielded 21.5 g/t Au, 14.1 g/t Ag, and 152 g/t Te, suggesting significant
by-product potential.
In December 2024, Fulcrum announced initial, un-optimised Phase 1 leach test
results using Extrakt's technology. Composite samples returned a weighted
average gold grade of 0.60 g/t Au, with recovery rates increasing by up to 63%
- from 30% to 49% - in just 3 hours, a 94% reduction in leach time. These
efficiency gains suggest that further optimisation could significantly enhance
recovery.
Post Year-End: In April 2025, gallium averaging 17 g/t was identified in all
Sylvanite assays tested to date, further bolstering the project's profile as a
multi-commodity tailings asset. Sylvanite remains a key part of Fulcrum's
strategy to deliver critical mineral supply alongside gold and silver
recovery.
2. Uranium Portfolio
Throughout 2023 and early 2024, Fulcrum increased its uranium footprint in
Saskatchewan by 220%, adding the Snowbird and South Pendleton properties.
Exploration at Charlot-Neely and Fontaine Lake confirmed high-grade samples of
up to 7,130 ppm U and highlighted both vein-type and unconformity-style
mineralisation. Independent reports by Dahrouge Geological Consulting
confirmed significant discovery potential.
On 30 January 2024, Fulcrum signed a letter of intent with Global Energy
Metals Corporation for a 19.9% equity interest and a 0.5% NSR. However, a more
favourable deal followed and on 3 April 2024, Fulcrum signed a non-binding LOI
with Terra Balcanica Resources Corp ("Terra") for the option to acquire 100%
of Fulcrum's uranium portfolio. Terms included staged payments totalling
CA$3.36 million in cash and shares, a CA$3.25 million work commitment, and a
retained 1% NSR with a 0.5% buydown for CA$1 million. On 2 July 2024, Fulcrum
entered into a definitive option agreement with Terra for the sale of its
uranium projects on the same terms.
3. Other Exploration Assets
Fulcrum continued to progress its Ontario gold portfolio during the year. The
Tully Project received drill permits in January 2024 following detailed
reviews and a photon assay programme, which confirmed historical data and
enabled faster assay turnaround. Although drilling was planned for late 2024,
it was deferred to prioritise nearer-term opportunities in the tailings
portfolio.
Exploration at the Big Bear and Jackfish (Schreiber-Hemlo) projects remained
encouraging, with a 3 km mineralised corridor identified and rock samples up
to 45 g/t Au. Drill permitting progressed for five new high-priority
geophysical targets.
Post Year-End: On 9 April 2025, Fulcrum signed a binding LOI to divest the
Tully Gold Project to Loyalist Exploration. Consideration included CA$500,000
in cash, 89.3 million Loyalist shares (19.9% equity stake), a 2% NSR, and
milestone-based payments. The definitive agreement is subject to Loyalist
completing a financing which is underway and is expected to be extended beyond
30 Jun 2025 to allow for the completion of the financing and relevant
documentation.
4. Corporate Developments
At the AGM on 3 June 2024, Clive Garston retired from his role as
Non-Executive Chairman, marking the close of a key phase of corporate
leadership. Alan Mooney served as Interim Chairman until 3 February 2025, when
Mitchell Smith was appointed as Independent Non-Executive Chairman. Alan
Mooney returned to his role as Independent Non-Executive Director.
Capital preservation remained a priority during the year. In September 2024,
Fulcrum completed a Placing, raising gross proceeds of approximately
£863,000, including £114,500 from Board members. In December 2024, the
Company issued 240,000 shares in lieu of fees to conserve cash.
Post Year-End: In May 2025, members of the Board subscribed for a further
£140,000 of new Ordinary Shares.
Outlook
Fulcrum concluded the year positioned to deliver cash flow from Teck-Hughes
and Sylvanite, while retaining upside through uranium royalties and advanced
gold exploration assets. The signing of the Master Licence Agreement with
Extrakt in May 2025 marked a pivotal step in unlocking scalable value across
the Company's tailings portfolio.
With a strong foundation in place and a clear focus on sustainable, efficient
resource recovery, Fulcrum enters the second half of 2025 with momentum,
confidence, and a business model aligned with future profitability and
responsible mining.
Principal Risks and Uncertainties
The principal risks and uncertainties of the Group are outlined below.
A majority of the Group's operating costs will be incurred in Canadian
dollars, whilst the Group has raised capital in Pound Sterling
The Group will incur exploration costs in Canadian Dollars but it has raised
capital in Pound Sterling. Fluctuations in exchange rates of the Canadian
Dollar against Pound Sterling may materially affect the Group's translated
results of operations. In addition, given the relatively small size of the
Group, it may not be able to effectively hedge against risks associated with
currency exchange rates at commercially realistic rates. Accordingly, any
significant adverse fluctuations in currency rates could have a material
adverse effect on the Group's business, financial condition and prospects to a
much greater extent than might be expected for a larger enterprise.
The Group will need additional financial resources if it moves into commercial
exploitation of any mineral resource that it discovers
The Group will require further financial resources to conduct its planned
exploration and tailings activities, meet its committed licence obligations
and cover its general operating costs over the next 12 months. The quantum of
the financial resources required is dependent on planned disposals of some
projects that are under discussion complete in addition to discovering and
exploiting any mineral resource through its activities.
The Group has budgets for all near and short-term activities and plans,
however in the longer term the potential for further exploration, development
and production plans and additional initiatives may arise, which have not
currently been identified and which may require additional financing which may
not be available to the Group when needed, on acceptable terms, or at all. If
the Group is unable to raise additional capital when needed or on suitable
terms, the Group could be forced to delay, reduce, or eliminate its
exploration, development, and production efforts.
Even if the Group makes a commercially viable discovery in the future there
are significant risks associated with the ability of such a discovery
generating any operational cashflows
The economics of developing mineral properties and tailing projects are
affected by many factors including the cost of operations, variations of the
grade of ore mined, fluctuations in the price of the minerals being mined,
fluctuations in exchange rates, costs of development, infrastructure and
processing equipment and such other factors as government regulations,
including regulations relating to royalties, allowable production, importing
and exporting of minerals and environmental protection. Given that the Group
is at the early exploration stage of its business many of these factors cannot
be accurately assessed, costed, planned for or mitigated at the current time.
As a result of these uncertainties, there can be no guarantee that mineral
exploration and subsequent development of any of the Group's assets will
result in profitable commercial operations.
The Group is not currently generating revenue and will not do so for in the
near term
The Group is an exploration and development company and therefore it will
remain involved in the process of exploring and assessing its asset base for
some time. The Group is unlikely to generate revenues until such time as it
has made a commercially viable discovery. Given the early stage of the Group's
exploration business and tailings projects, and even if a potentially
commercially recoverable reserve were to be discovered, there is a risk that
the grade of mineralisation ultimately mined may differ from that indicated by
drilling results and such differences could be material. Accordingly given the
very preliminary stages of the Group's exploration activity it is not possible
to give any assurance that the Group will ever be capable of generating
revenue at the current time.
Key Performance Indicators
The key performance indicators are set out below:
31 Dec '24 31 Dec '23
£ £
Net Asset Value 3,106,150 3,680,971
Share Price 0.0775 0.1575
Market Capitalisation 4,791,511 7,868,848
Since the Company's shares were admitted to trading on the AIM market of the
London Stock Exchange the share price of the Company has come into focus and
has formed part of the key indicators monitored by management.
S172 Statement
The Directors of the Company, as those of all UK Companies must act in
accordance with a set of general duties.
Set out below is the director's approach in complying with section 172 (1) (a)
to (f) of the Companies Act 2006 when performing their duties.
Section 172 of the Companies Act requires the Directors' to promote the
success of the Company. The Directors of the Company ensure that they act in
good faith in the promotion of the success of the business and for the benefit
of it's members as a whole. In undertaking this duty the directors of the
Company have considered the following and endeavour to maintain a culture
where these principles are upheld.
(a) Likely consequences of any long-term decisions
(b) The interests of the Company's employees
(c) The need to foster the Company's business relationships
(d) The impact of the Company's operations on the community
and environment
(e) The maintenance of high standards of business conduct
(f) Act with integrity and fairness
In discharging the section 172 duties the Directors have regard to the factors
set out above and give consideration to those factors when discharging those
duties. The Directors also have regard to other factors which are considered
relevant to the decision being made. The Directors acknowledge that every
decision made will not necessarily result in a positive outcome for all of our
stakeholders, however, the aim is to make sure that any decisions are
consistent and predictable. The Board recognises that building strong
relationships with our stakeholders will help to deliver the Group's strategy
in line with our long-term values and operate the business in a sustainable
way.
As is normal for large companies, the Board delegates authority for day-to-day
management of the Group to executives and then engage management in setting,
approving and overseeing execution of the business strategy and related
policies. The Board reviews the financial and operational performance and
legal and regulatory compliance at every Board meeting.
The Directors also review other areas over the course of the financial year
including the Group's business strategy; key risks) the Group's risk appetite,
operational resilience and workforce matters (including culture, wellbeing,
ESG). This is done through the consideration and discussion of reports which
are sent in advance of each Board meeting and through presentations to the
Board.
The Group's key stakeholders are its investors, regulators and government and
the workforce. Our suppliers are also important stakeholders of the Group. The
views of and the impact of the Group's activities on those stakeholders are an
important consideration for the directors when making relevant decisions.
While there are cases where the Board itself judges that it should engage
directly with certain stakeholder groups or on certain issues, the size and
spread of both our stakeholders and the Group means that sometimes our
stakeholder engagement will take place at an operational or Group level.
Monthly and Annual review of the Group's budget and business plan
The Board carries out a review of the Group's budget on both a monthly and
annual basis. This includes approving budgets and business plans for the
following year/years ahead and reviewing the cashflow forecasts.
In making its decision to approve the budgets, cashflows, business plans and
future strategy of the Company, the Board also considered amongst other
things, its impact on the long-term position of the Group and Company and its
reputation as well as feedback from engagement exercises with the workforce
and dialogue with all stakeholders and regulators.
The Directors of the Company endeavour to continue to uphold the principles as
required by S172 of the Companies act in their ongoing discharge of duties.
Ryan Mee
Chief Executive Officer
27 June 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Note £ £
Exceptional item 6 - (646,708)
Administrative expenses 3 (1,067,346) (985,684)
Loss from operations (1,067,346) (1,632,392)
Finance income 7 - 56,131
Finance expense 8 (86,115) (138,162)
Loss before tax (1,153,461) (1,714,423)
Tax on loss 9 - -
Loss for the year (1,153,461) (1,714,423)
Other comprehensive loss:
Foreign currency translation of foreign subsidiaries (255,796) (7,514)
Fair value movement on financial investments (62,349) -
(318,145) (7,514)
Total comprehensive loss for the year (1,471,606) (1,721,937)
Loss Attributable to:
Equity holders of the parent company
(1,471,606) (1,721,937)
(1,471,606) (1,721,937)
Earnings per share 10 (0.022) (0.037)
Basic and diluted loss per share (pence per share)
All the activities of the company are from continuing operations.
The company has no other recognised items of income and expenses other than
the results for the year as set out above.
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
2024 2023
Note £ £
Assets
Non-current assets
Property, plant and equipment 11 504 1,040
Exploration & evaluation assets 12 3,401,715 3,883,651
Financial investments 14 77,550 -
Assets held for sale 15 214,097 -
Total Non-Current Assets 3,693,866 3,884,691
Current assets
Trade and other receivables 16 70,082 42,948
Cash and cash equivalents 17 340,517 620,924
410,599 663,872
Liabilities
Non-current liabilities
Trade and other liabilities Current liabilities 18 252,467 732,651
Trade and other liabilities 19 745,848 134,941
Total liabilities 998,315 867,592
Net assets 3,106,150 3,680,971
Capital and reserves
Called up share capital 21 618,259 499,609
Share premium 21 6,145,651 5,367,516
Share option reserve 22 288,122 288,122
Foreign exchange reserve (272,479) (16,683)
Other reserves (134,678) (134,678)
Financial assets at FVOCI reserve (62,349) -
Retained earnings (3,476,376) (2,322,915)
Total equity
3,106,150 3,680,971
The financial statements on pages 33 to 76 were approved and authorised for
issue by the board of directors on 27 June 2025 and were signed on its behalf
by:
Ryan Mee John Hamilton
Director Director
The notes below form part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
2024 2023
Note £ £
Assets
Non-current assets
Property, plant and equipment 11 504 -
Investments 12 901,194 901,193
901,698 901,193
Current assets
Trade and other receivables 16 4,268,110 4,141,377
Cash and cash equivalents 17 332,064 81,733
4,600,174 4,223,110
5,501,872 5,124,303
Liabilities
Non-current liabilities
Trade and other liabilities 18 - 519,380
Current Liabilities
Trade and other liabilities 18 714,268 51,357
Net assets
4,787,604 4,553,566
Issued capital and reserves attributable to owners of the parent
Share capital 21 618,259 499,609
Share premium account 21 6,145,651 5,367,516
Share option reserve 22 288,122 288,122
Other reserves 26,767 26,767
Retained earnings (2,291,195) (1,628,448)
Shareholders' funds 4,787,604 4,553,566
The financial statements on pages 33 to 76 were approved and authorised for
issue by the board of directors on 27 June 2025 and were signed on its behalf
by:
Ryan Mee John Hamilton
Director Director
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share Share Share Financial Foreign Retained Total equity
capital premium option assets at exchange Other earnings
reserve FVOCI reserve reserve reserves
£ £ £ £ £ £ £ £
At 1 January 2024 Comprehensive income for the year 499,609 5,367,516 288,122 - (16,683) (134,678) (2,322,915) 3,680,971
Loss for the year - - - - - - (1,153,461) (1,153,461)
Other comprehensive - - - (62,349) (255,796) - - (318,145)
income
Total comprehensive - - - (62,349) (255,796) - (1,153,461) (1,471,606)
Contributions by and distributions to owners
Issue of share capital 118,650 829,348 - - - - - 947,998
Share issue costs - (51,213) - - - - - (51,213)
Total contributions by and distributions to owners 118,650 778,135 - - - - - 896,785
At 31 December 2024 618,259 6,145,651 288,122 (62,349) (272,479) (134,678) (3,476,376) 3,106,150
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Share Foreign Retained Total equity
capital premium option exchange Other earnings
reserve reserve reserves
£ £ £ £ £ £ £
At 1 January 2023 Comprehensive income for the year 190,992 710,200 448,356 (9,169) (161,445) (658,031) 520,903
Loss for the year - - - - - (1,714,423) (1,714,423)
Other comprehensive - - - (7,514) - - (7,514)
income
Total comprehensive - - - (7,514) (255,796) (1,714,423) (1,721,937)
Contributions by and distributions to owners
Issue of share capital 308,617 4,904,074 - - - - 5,212,691
Issue of options and warrants - - 288,122 - - - 288,122
Share issue costs - (246,758) - - - - (246,758)
Cancellation of options and warrants - - (448,356) - - 49,539 (398,817)
Equity component of convertible debt - - - - 26,767 - 26,767
Total contributions by and distributions to owners 308,617 4,657,316 (160,234) - 26,767 49,539 4,882,005
At 31 December 2024 499,609 5,367,516 288,122 (16,683) (134,678) (2,322,915) 3,680,971
Share Premium
Share premium is the amount subscribed for share capital in excess of nominal
value.
Share option reserve
Share option reserve represents the valuation of warrants granted by the Group
that have not yet been exercised.
Financial Assets at FVOCI Reserve
The Financial Assets at FVOCI Reserve represents the unrealised movement on
financial investments.
Other Reserve
Other reserves represents the equity component of the Convertible loan notes
issued by the Group.
Translation reserve
The translation reserve represents foreign exchange differences arising from
the translation of the net assets of the Group's foreign operations from their
functional currency into the Company's Functional currency, being Sterling,
including the translation of the profits and losses of such operations from
the average rate for the year to the closing rate at the Balance Sheet date.
Retained earnings
Retained earnings are all other net gains and losses and transactions with
owners (e.g. dividends) not recognised elsewhere.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share option reserve
Share capital Share premium £ Other reserves Retained earnings
£ £ £ £ Total equity
£
At 10 October 2022 (date of incorporation)
- - - - - -
Loss for the year - - - - (1,628,448) (1,628,448)
Total comprehensive income for the year - - - - (1,628,448) (1,628,448)
Issue of share capital 499,609 5,614,274 - - - 6,113,883
Issue of options, rights and warrants - - 288,122 - - 288,122
Share issue costs - (246,758) - - - (246,758)
Issue of convertible debt - - - 26,767 - 26,767
Total contributions by and distributions to owners 499,609 5,367,516 288,122 26,767 - 6,182,014
At 31 December 2023 499,609 5,367,516 288,122 26,767 (1,628,448) 4,553,566
At 1 January 2024 499,609 5,367,516 288,122 26,767
(1,628,448) 4,553,566
Loss for the year - - - - (662,747) (662,747)
Total comprehensive income for the year - - - - (662,747) (662,747)
Issue of share capital 118,650 839,348 - - - 947,998
Share issue costs - (51,213) - - - (51,213)
Total contributions by and distributions to owners 118,650 778,135 - - - 896,785
At 31 December 2024 618,259 6,145,651 288,122 26,767 (2,291,195) (4,787,604)
Share Premium
Share premium is the amount subscribed for share capital in excess of nominal
value.
Share option reserve
Share option reserve represents the valuation of warrants granted by the Group
that have not yet been exercised.
Other Reserve
Other reserves represents the equity component of the Convertible loan notes
issued by the Group.
Retained earnings
Retained earnings are all other net gains and losses and transactions with
owners (e.g. dividends) not recognised elsewhere.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Note 2024 2023
£ £
Cash flows from operating activities (1,153,461) (1,714,423)
Loss for the year
Adjustments for:
Depreciation of property, plant and equipment 11 504 520
Impairment of exploration and evaluation assets 12 257,877 153,732
Finance income - (56,131)
Finance costs 9 86,115 138,162
Share based payment expense - 45,594
Loss on exchange (54,292) 7,605
Changes in:
Trade and other receivables (27,134) 487,695
Trade and other payables (6,605) (447,110)
Net cash used in operating activities
(896,996) (1,384,356)
Cash flows from investing activities
Purchase of exploration and evaluation assets 12 (396,701) (1,321,053)
Proceeds on sale of options 13,868 -
Net cash used in investing activities
(382,833) (1,321,053)
Cash flows from financing activities
Proceeds from an equity share issue 21 947,998 2,900,000
Proceeds from issue of new debt - 520,000
Share issue costs 21 - (174,000)
Interest paid - (16,250)
Net cash from financing activities
947,998 3,229,750
Net (decrease)/increase in cash and cash equivalents (331,831) 524,341
Cash and cash equivalents at the beginning of year 620,924 96,985
Exchange gains/(loss) on cash and cash equivalents 51,424 (402)
Cash and cash equivalents at the end of the year 620,924
340,517
The notes on pages 43 to 76 form part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Note 2024 From Oct'22 to Dec'23
£ £
Cash flows from operating activities
Loss for the year (662,747) (1,628,448)
Adjustments for:
Depreciation of property, plant and equipment 11 210 -
Finance costs 9 86,115 138,162
Share based payment expense - 45,594
Net cash used in operating activities
(576,422) (1,444,692)
Changes in:
Trade and other receivables (36,071) (29,444)
Trade and other payables 6,203 51,357
Movement on inter-company (90,662) (1,725,238)
Net cash used in operating activities
(696,952) (3,148,017)
Cash flows from investing activities
Purchase of tangible assets (714) -
Cash flows from investing activities (714) -
Cash flows from financing activities
Proceeds from an equity share issue after costs 21 947,998 2,900,000
Share issue costs 21 - (174,000)
Proceeds from issue of new debt - 520,000
Finance costs - 16,250
Net cash from financing activities
947,998 3,229,750
Net increase in cash and cash equivalents
250,332 81,733
Cash and cash equivalents at the beginning of year 81,733 -
Cash and cash equivalents at the end of the year
332,065 81,733
The notes on pages 43 to 76 form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. General information
The Company is a public limited company, incorporated, domiciled, and
registered in England and Wales. The registered number is 14409193. The
Company's registered office and principal place of business is Unit 58,
Basepoint Business Centre Isidore Road, Bromsgrove Enterprise Park,
Bromsgrove, Worcestershire, B60 3ET, England.
2. Accounting policies
2.1 Basis of preparation
The financial statements have been prepared on the historical cost basis.
Where the carrying value of assets and liabilities are calculated on a
different basis, this is disclosed in the relevant accounting policy. The
accounting policies have been applied consistently to all financial periods
presented in the Consolidated Financial Statements.
The Group and Parent Company financial statements have been prepared in
accordance with International Financial Reporting Standards ("IFRS") and their
interpretations issued by the International Accounting Standards Board
("IASB") as adopted by the United Kingdom ("UK adopted IFRS") insofar as these
apply to the financial statements.
The UK adopted IFRS as applied by the Group in the preparation of these
financial statements are those that were effective on or before 1 January
2024.
2.2 Basis of consolidation
The consolidated financial statements include the results of Fulcrum Metals
plc and its subsidiary undertakings. The financial statements of all group
companies are adjusted, where necessary, to ensure the use of consistent
accounting policies.
In February 2023, the Group was formed after the Company - prior to its IPO
and listing on AIM - completed a share for share transaction with Fulcrum
Metals Limited. The Board has taken the view that the most appropriate way to
account for this in line with IFRS is to deem the share for share exchange as
a group reconstruction. This has been accounted for under the basis of merger
accounting given that the ultimate ownership before and after the transaction
remained the same. There is currently no specific guidance on accounting for
group reconstructions such as this transaction under IFRS's. In the absence of
specific guidance, entities should select an appropriate accounting policy and
IFRS permits the consideration of pronouncements of other standard-setting
bodies. This group reconstruction as scoped out of IFRS 3 has therefore been
accounted for using predecessor accounting principles resulting in the
following practical effects;
(i) The net assets of the Company and the predecessor group, Fulcrum Metals
Limited and its subsidiary undertakings (the "Predecessor Group"), are
combined using existing book values, with adjustments made as necessary to
ensure that the same accounting policies are applied to the calculation of the
net assets of both entities;
(ii) No amount is recognised as consideration for goodwill or negative
goodwill;
(iii) The consolidated profit and loss account includes the profits or losses
of the company and the Predecessor Group for the entire period, regardless of
the date of the reconstruction, and the comparative amounts in the
consolidated financial statements are restated to the figures presented by the
Predecessor Group;
(iv) The retained earnings reserve includes the cumulative results of the
Company and the Predecessor Group, regardless of the date of the
reconstruction, and the comparative amounts in the statement of financial
position are restated to those presented by the Predecessor Group.
2.3 Going concern
The Directors have prepared the financial statements on the going concern
basis which assumes that the Group and Company will continue in operational
existence for at least twelve months from the date of the approval of these
financial statements as described below.
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans.
The ability to continue as a going concern is dependent on the ability to
secure additional funding and the Directors consider they have various options
to do so, including the issue of equity and asset disposals.
The Company successfully raised £947,998 in the year ended 31 December 2024
through a combination of issuing new shares and Director loan conversions.
Furthermore, the group entered into an agreement to sell its Uranium assets to
Terra Balcanica Resources Corp. to provide funding and share consideration for
the next 4 years, amounting to CAD 3,360,000 (£1,814,400) if exercised. As at
the year-end date the Group had total cash reserves of £340,517 (2023:
£620,924).
The Directors are aware of the reliance on fundraising within the next 12
months and the material uncertainty this presents. However, the Directors
reviewed the Group's working capital forecasts they believe the Group is well
placed to manage its business risks successfully providing the fundraising is
successful. The financial statements have been prepared on a going concern
basis and do not include adjustments that would result if the Group were
unable to continue in operation.
2.4 Functional and presentation currency
The consolidated financial statements are presented in Pounds Sterling, which
is the Group's presentation currency. Items included in the financial
statements of the subsidiaries are measured using the currency of the primary
economic environment in which the entity operates (the 'functional currency').
The functional currency of the group is Pound Sterling and the functional
currency of the Subsidiaries are Canadian Dollar (CAD) and Euro (€).
Foreign Currency transactions are translated into the functional currency
using the exchange rate prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement.
2.5 Exploration and evaluation assets
Exploration and evaluation assets represent the cost of acquisitions by the
Group of rights and licenses. All costs associated with the exploration and
investment are capitalised on a project by project basis, pending
determination of the feasibility of the project. Costs incurred include
appropriate technical and administrative expenses, but not general overheads
and these assets are not amortised until technical feasibility and commercial
viability is established.
Any deferred contingent consideration payable in relation to acquisitions of
licenses or options under the exploration projects is recognised at fair value
at the acquisition date. Subsequent changes to the fair value of the
contingent consideration, which is deemed to be an asset or liability, are
recognised either in the profit and loss account or in other comprehensive
income, in accordance with IAS 39. Deferred and contingent consideration
amounts payable in the next or subsequent financial years are discounted to
present value with year-on-year changes reflected in the profit and loss
account. Amounts payable based on the ultimate success of an exploration
project are only recognised when there is a legal obligation in relation to
the acquisition agreement, the amount can be reliably estimated and there is a
strong likelihood of the amount being payable.
If an exploration project is successful, the related expenditures will be
transferred to mining assets and amortised over the estimated life of the
reserve. Where a license is relinquished or a project abandoned, the related
costs are written off. The recoverability of all exploration and development
costs is dependent upon the discovery of economically recoverable reserves,
the ability of the Group to obtain necessary financing to complete the
development of reserves and future profitable production or proceeds from the
disposition thereof.
Exploration and evaluation assets are assessed for impairment annually or when
facts and circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units, which are based on
specific projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the conditions
which led to the impairment improve. The Group continually monitors the
position of the projects capitalised and impaired.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not lead to the discovery of commercially viable
quantities of mineral resources and the group has decided to discontinue such
activities of that unit, the associated expenditures are written off to the
income statement.
2.6 Trade and other receivables
Trade and other receivables are carried at original invoice amount less
provision made for impairment of these receivables. A provision for impairment
of trade and other receivables is established when there is objective evidence
that the Group or Company will not be able to collect all amounts due
according to the original terms of the receivables. The amount of the
provision is the difference between the assets' carrying amount and the
recoverable amount. Provisions for impairment of receivables are included in
the income statement.
2.7 Trade and other payables
Trade and other payables represent liabilities for goods and services provided
to the Group or Company prior to the financial year, which are unpaid. Current
liabilities represent those amounts falling due within one year.
2.8 Equity instrument
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all its liabilities. Equity instruments
issued by the Group are recognised as the proceeds received, net of direct
issue costs. The costs of an equity transaction are accounted for as a
deduction from equity to the extent they are incremental costs directly
attributable to the equity transaction that would otherwise have been avoided.
The Company's Ordinary Shares are classified as equity instruments and are
shown within the share capital and the share premium reserves.
2.9 Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its
estimated residual value, over the useful life of that asset as follows: If
there is an indication that there has been a significant change in
amortisation rate, useful life or residual value of an intangible asset, the
amortisation is revised prospectively to reflect the new estimates.
Expenditure that does not meet the above criteria is expensed as incurred.
2.10 Property, Plant & Equipment
Property, plant & equipment are initially recorded at cost, and are
subsequently stated at cost less any accumulated depreciation and impairment
losses.
2.11 Depreciation
Depreciation is calculated so as to write off the cost or valuation of an
asset, less its residual value, over the useful economic life of that asset as
follows:
Fittings fixtures and
equipment
- 25% Straight Line
If there is an indication that there has been a significant change in
depreciation rate, useful life or residual value of tangible assets, the
depreciation is revised prospectively to reflect the new estimates.
2.12 Investments
Shares in Group undertakings are held at cost less impairment provisions.
Impairments occur where the recoverable value of the investment is less than
its carrying value. The recoverable value of the investment is the higher of
its fair value less costs to sell and value in use. Value In Use is based on
the discounted future net cash flows of the investee.
2.13 Impairment
A review for indicators of impairment is carried out at each reporting date,
with the recoverable amount being estimated where such indicators exist. Where
the carrying value exceeds the recoverable amount, the asset is impaired
accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
When it is not possible to estimate the recoverable amount of an individual
asset, an estimate is made of the recoverable amount of the cash-generating
unit to which the asset belongs. The cash- generating unit is the smallest
identifiable group of assets that includes the asset and generates cash
inflows that are largely independent of the cash inflows from other assets or
groups of assets.
Exploration and evaluation assets are reviewed regularly for indicators of
impairment and costs are written off where circumstances indicate that the
carrying value might not be recoverable. In such circumstances, the
exploration and evaluation asset is allocated to development and production
assets within the same cash generating unit and tested for impairment. Any
such impairment arising is recognised in the income statement for the period.
Where there are no development and production assets, the impaired costs of
exploration and evaluation are charged immediately to the income statement.
2.14 Non-current assets held for sale
Non-current assets and disposal groups are classified as held for sale when:
· They are available for immediate sale;
· Management is committed to a plan to sell; It is unlikely
that significant changes to the plan will be made or that the plan will be
withdrawn;
· An active programme to locate a buyer has been initiated;
The asset or disposal group is being marketed at a reasonable price in
relation to its fair value, and,
· A sale is expected to complete within 12 months from the date
of classification.
Non-current assets and disposal groups classified as held for sale are
measured at the lower of:
· Their carrying amount immediately prior to being classified
as held for sale in accordance with the group's accounting policy; and
· Fair value less costs of disposal. Following their
classification as held for sale, non-current assets (including those in a
disposal group) are not depreciated
The results of operations disposed during the year are included in the
consolidated statement of comprehensive income up to the date of disposal.
Non-current assets classified as held for sale and the assets of a disposal
group classified as held for sale are presented separately from the other
assets in the statement of financial position. The liabilities of a disposal
group classified as held for sale are presented separately from other
liabilities in the statement of financial position.
2.15 Financial Instruments Financial Assets
(i) Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale,
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
(ii) Recognition and measurement
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The Group holds
the trade and other receivable with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
· the asset is held within a business model whose objective is
to collect the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of principal and interest.
(iii) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate (EIR).
The expected cash flows will include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit enhancements for which there
has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit
losses that result from default events that are possible within the next
12-months (a 12-month ECL). For this credit exposures for which there has been
a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group does not track changes in
credit risk, but instead, recognises a loss allowance based on the financial
asset's lifetime ECL at each reporting date. However, in certain cases, the
Group may also consider a financial asset to be in default when contractual
payments are 90 days past due.
However, in certain cases, the Group may also consider a financial to be in
default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial asset is
written off when there is no reasonable expectation of recovering the
contractual cash flows and usually occurs when past due for more than one year
and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(iv) Derecognition
The Group derecognises a financial asset only when the contractual rights to
be cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of
ownership of the asset to another entity. On derecognition of a financial
asset measured at amortised cost, the difference between the asset's carrying
amount and the sum of the consideration received and receivable is recognised
in profit or loss. This is the same treatment for a financial asset measured
at FVTPL.
2.16 Financial Liabilities
Financial Liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designed as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributes transaction costs. The Group's financial liabilities
include trade and other payables.
Subsequent Measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other Payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are subsequently modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
2.17 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.18 Share Capital, share premium and share option reserves
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from proceeds provided there is sufficient premium
available. Should sufficient premium not be available placing costs are
recognised in the income statement.
Share option reserve consist of the proceeds on issue of the convertible loan
note allocated to the equity component and warrant options awarded by the
group.
2.19 Warrants
The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments.
**********
2.20 Changes in accounting policy
The following amendments are effective for the period beginning 1 January
2024:
• Supplier Finance Arrangements (Amendments to IAS 7
and IFRS 17).
• Lease Liability in Sales and Leaseback (Amendments
to IFRS 16)
• Classification of Liabilities as Current or Non-
Current (Amendments to IAS 1); and
• Non-current Liabilities with Covenants (Amendments
to IAS 1)
These amendments had no effect on the consolidated financial statements of the
Group In the current year the group has applied a number of new and amended
IFRS Accounting Standards issued by the International accounting Standards
Board ("IASB") and adopted by the UK, that are effective for the first time
for the financial year beginning 1 January 2024 Their adoption has not had any
material impact on the disclosure or on the amounts reported in these
financial statements.
New standards, interpretations and amendments effective from 1 January 2025
onwards
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
Effect annual periods beginning before or after
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2025
Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign
Exchange Rates)
IFRS 7 Financial Instruments: Disclosure 1 January 2026
Amendments regarding the classification and measurement of financial
instruments
IFRS 7 Financial Instruments: Disclosure 1 January 2026
Amendments resulting from Annual Improvements to IFRS Accounting Standards
IFRS 7 Financial Instruments 1 January 2026
Contracts Referencing Nature-dependent Electricity
IFRS 9 Financial Instruments 1 January 2026
Amendments regarding the classification and measurement of financial
instruments
IFRS 9 Financial Instruments 1 January 2026
Amendments resulting from Annual Improvements to IFRS Accounting Standards
IFRS 9 Financial Instruments 1 January 2026
Contracts Referencing Nature-dependent Electricity
IFRS 18 Presentation and Disclosure of Financial Statements 1 January 2027
Original issue
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Original issue
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1
unchanged and complementing them with new requirements.
IFRS 18 introduces new requirements to:
· present specified categories and defined subtotals in the
statement of profit or loss
· provide disclosures on management-defined performance
measures (MPMs) in the notes to the financial statements
· improve aggregation and disaggregation.
The Directors of the company anticipate that the application of these
amendments may have an impact on the Company financial statements in future
periods. The Company is currently assessing the effect of these new accounting
standards and amendments. The Company does not expect to be eligible to apply
IFRS 19.
2.21 Judgments and key sources of estimation uncertainty
The preparation of the Group Financial Statements in conformity with IFRS
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and Judgments are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
2.21a Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2024 of
£3,401,715 (31 December 2023: £3,883,651): refer to note 11 for more
information. The Group has a right to renew exploration permits and the asset
is only depreciated once extraction of the resource commences. Management
tests annually whether exploration projects have future economic value in
accordance with the according policy stated in the exploration and evaluation
assets accounting policy.
Each exploration project is subject to an annual review by either a consultant
or senior company geologist to determine if the exploration results returned
during the year warrant further exploration expenditure and have the potential
to result in an economic discovery. This review takes into consideration the
expected cost of extraction, long term metal prices, anticipated resource
volumes and supply and demand outlook. In the event that a project does not
represent an economic exploration target and results indicate there is no
additional upside, a decision will be made to discontinue exploration.
The Directors concluded that an impairment charge of £257,877 (2023:
£153,732) was required as at 31 December 2024. See note 11 for the Directors'
assessment.
2.22 Taxation
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities, based on tax rates and
laws that are enacted or substantively enacted by the reporting date.
Deferred tax is recognised on all temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
• In respect of taxable temporary differences associated with investments in
subsidiaries, where the
timing of the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the foreseeable
future; and
• Deferred tax assets are recognised only to the extent that it is probable
that taxable profit will be
available against which the deductible temporary differences, carried forward
tax credits or tax losses can be utilised.
• Deferred tax assets and liabilities are measured on an undiscounted basis
at the tax rates that are
expected to apply when the related asset is realised or liability is settled,
based on tax rates or laws enacted or substantively enacted at the reporting
date.
• The carrying amount of deferred tax assets is reviewed at each reporting
date. Deferred tax assets and liabilities are offset only if certain criteria
are met. Income tax is charged or credited to other comprehensive income if it
relates to items that are charged or credited to other comprehensive income.
Similarly, income tax is charged or credited directly to equity if it relates
to items that are credited or charged directly to equity. Otherwise, income
tax is recognised in the income statement.
3. Operating loss
Operating loss is stated after charging/(crediting):
2024 2023
£ £
Depreciation of property, plant & equipment 504 520
Impairment of exploration and evaluation assets 257,877 153,732
Foreign exchange differences 11,178 66,673
Auditors' remuneration (note 4) 41,120 112,018
Staff costs (note 5) 178,997
4. Auditors' remuneration
During the year, the Group obtained the following services from the Company's
auditor:
2024 2023
£ £
Fees payable to the Company's auditor for the audit of the Group and Company 41,120 35,000
accounts
Fees payable to the auditor of the component Company's accounts - 12,018
Total audit fees 41,120 47,018
Fees payable to the Company's auditor for acting as reporting accountant: - 65,000
Total non-audit fees - 65,000
5. Employee benefit expenses
Group
2024 2023
£ £
The aggregate payroll costs incurred during the year were:
Wages and salaries 169,949 191,037
National insurance 9,048 9,831
178,997 200,868
See Note 27 for Directors' remuneration and key management compensation.
The average number of persons, including the directors, employed by the
company during the year was as follows:
2024 2023
No. No.
Average number of employees 5 5
6. Exceptional items
2024 2023
£ £
Exceptional items - 646,708
- 646,708
These were legal and professional costs incurred relating to the Company's
admission to AIM.
7. Finance income
2024 2023
£ £
Other interest receivable and similar income - 56,131
- 56,131
The finance income was related to the fair value movement on Convertible Loan
Notes.
8. Finance costs
2024 2023
£ £
Warrants granted - 95,785
Convertible loan note related costs 86,115 42,377
86,115 138,162
9. Tax on loss
2024 2023
£ £
Tax on loss - -
Reconciliation of tax expense - -
The tax assessed on the loss for the year is higher than (2023: higher than)
the effective rate of corporation tax in the UK of 25% (2023: 23.50%).
2024 2023
£ £
Loss before taxation (1,153,461) (1,714,423)
Loss multiplied by rate of tax (25% (2023: 23.5%)) (288,365) (402,889)
Unrelieved tax losses 211,093 188,457
Exceptional items - 141,262
Share based payments - 33,224
Impairment Provision 64,469 36,127
Effect of expenses not deductible for tax purposes 12,803 3,819
Tax on loss - -
The standard rate of UK Corporation tax increased from 19% to 25% on 1 April
2023.
The Group has incurred tax losses for the year. The amount of the unutilised
tax losses has not been recognised in the financial statements as the recovery
of this benefit is dependent on future profitability, the timing of which
cannot be reasonably foreseen. The estimated unrecognised deferred tax asset
at year end is £377,314 (2023: £178,000)
10. Earnings per share
(i) Group basic loss per share
2024 2023
Basic loss per share from continuing operations (pence per share) (2.186) (3.719)
(ii) Group diluted loss per share
2024 2023
Diluted loss per share from continuing operations (pence per share)
(2.186) (3.719)
(iii) Reconciliation of earnings used in calculating earnings per share
2024 2023
£ £
Loss for the year attributable to the Group (1,153,461) (1,714,423)
Loss from continuing operations attributable to the ordinary equity holders of
the Company:
Used in calculating basic loss per share (1,153,461) (1,714,423)
Used in calculating diluted earnings per share
(1,153,461) (1,714,423)
Loss attributable to the ordinary equity holders of the Company used in
calculating diluted earnings per share
(1,153,461) (1,714,423)
(iv) Weighted average number of shares used as the denominator
2024 2023
Number Number
Weighted average number of ordinary shares in issue 52,765,984 46,104,782
There is no difference between diluted loss per share and basic loss per share
due to the loss position of the Group. Convertible loan notes and Warrants
could potentially dilute basic earnings per share in the future but were not
included in the calculations of diluted earnings per share as they are
anti-dilutive for the year presented.
11. Property, plant and equipment
Group
Fixtures and
fittings Total
£ £
Cost or valuation
At 1 January 2023 2,122 2,122
Foreign exchange movements (32) (32)
At 31 December 2023 2,090 2,090
Foreign exchange movements (30) (30)
At 31 December 2024 2,060 2,060
Fixtures and
fittings Total
£ £
Accumulated depreciation and impairment
At 1 January 2023 530 530
Charge for the year 520 520
At 31 December 2023 1,050 1,050
Charge for the year 506 506
At 31 December 2024 1,556 1,556
Net book value
At 31 December 2023 1,040 1,040
At 31 December 2024 504 504
Company
Fixtures and
fittings Total
£ £
Cost or valuation
At 1 January 2023 - -
Asset additions - -
At 31 December 2023
- -
Asset additions 714 714
At 31 December 2024
714 714
Fixtures and
fittings Total
£ £
Accumulated depreciation and impairment
At 1 January 2023 - -
Charge for the year - -
At 31 December 2023 - -
Charge for the year 210 210
At 31 December 2024
210 210
Net book value
At 31 December 2023 - -
At 31 December 2024 504 504
12. Exploration and evaluation assets
Exploration and evaluation assets include both internally generated and
acquired assets. These are measured at cost and have an indefinite asset life,
for so long as the underlying exploration licences are held and maintained.
Once the pre-production phase has been entered into, the exploration and
evaluation assets will commence to be amortised.
Exploration
and evaluation
assets Total
£ £
Cost
At 1 January 2023 675,419 675,419
Additions 3,407,835 3,407,835
Foreign exchange movement (22,746) (22,746)
At 31 December 2023 4,060,508 4,060,508
Additions 396,701 396,701
Reclassified to held for sale (367,864) (367,864)
Foreign exchange movement (264,465) (264,465)
At 31 December 2024 3,824,880 3,824,880
Exploration
and evaluation
assets
Total
£ £
Accumulated amortisation and impairment
At 1 January 2023 23,930 23,930
Impairment charge 153,732 153,732
Foreign exchange movement (805) (805)
At 31 December 2023 176,857 176,857
Impairment charge 257,877 257,877
Foreign exchange movement (11,569) (11,569)
At 31 December 2024 423,165 423,165
Exploration Total
and evaluation
assets
Net book value At 1 January 2023 £ £
651,489 651,489
At 31 December 2023 3,883,651 3,883,651
At 31 December 2024 3,401,715 3,401,715
The impairment amounts noted above relate to the following five properties:
Beaver
Trap 100% impaired
Tocheri Lake 100% impaired
Dog Lake 100% impaired
Carib Creek 100% impaired
Jackfish Lake 50% impaired
The Directors have indicated that all future project expenditure will be
focused on projects with developed exploration targets. In noting this, the
Directors confirm that in addition to the three projects impaired in 2023;
Beaver Trap and Tocheri Lake fully impaired and Dog Lake be impaired by a
further 50% to be fully impaired, Jackfish Lake impaired by 50% and Carib
Creek impaired by 100%.
Regarding the rest of the projects, the Directors have received no indication,
from Geological tests that would require them to consider an impairment charge
to any of the remaining mining claims. The carrying amount of each project is
shown below.
Cost b/fwd Additions FX movement Total impairment Transfer to held for sale Carrying amount
on cost b/fwd
£ £ £ £ £ £
Teck-Hughes 222,159 140,635 (14,516) - - 348,278
Sylvanite Tailings - 205,698 - - - 205,698
Big Bear 2,171,095 3,462 (140,895) - - 2,033,662
Tully Gold Project 557,053 9,242 (36,437) - - 529,858
Jackfish Lake 310,371 1,312 (20,301) (145,653) - 145,729
Dog Lake 90,987 1,262 (5,950) (86,299) - -
Syenite Lake 67,392 466 (4,408) - - 63,450
Beaver Trap 42,132 - (2,756) (39,376) - -
Carib Creek 70,145 2,888 (4,590) (68,443) - -
Tocheri Lake 89,230 - (5,836) (83,394) - -
Rongie Lake & Lost Lake 80,290 - (5,250) - - 75,040
Fontaine & Charlot Lake 139,182 9,102 (9,105) - (139,179) -
South & North Neely Lake 181,714 9,457 (11,886) - (179,285) -
Charlot-Neely West 3,868 - (253) - (3,615) -
South Pendleton 5,945 869 (389) - (6,425) -
Snowbird 28,945 12,308 (1,893) - (39,360) -
4,060,508 396,701 (264,465) (423,165) (367,864) 3,401,715
13. Investments in subsidiaries
Details of the Group's material subsidiaries at the end of the reporting
period are as follows:
Name of subsidiary Country of Class of share Proportion of ownership interest and voting power held by the Group (%)
Registration
2024 2023
Fulcrum Metals Limited Ireland Ordinary 100 100
Fulcrum Metals No.2 (Canada) Limited Canada Ordinary 100 100
Fulcrum Metals (Canada) Limited* Canada Ordinary 100 100
Fulcrum Envirotech Corp. Canada Ordinary 100 -
*Indirectly held by Fulcrum Metals Limited
Company
2024 2023
£ £
Investments in subsidiary companies 901,194 901,193
901,194 901,193
14. Financial investment
As stated in Note 14, Fulcrum Metals (Canada) Limited received CAD250,000 of
shares in Terra 5Balcanica in consideration of the closing of the Option
Agreement. This resulted in Fulcrum receiving 1,997,151 shares in Terra
Balcanica at a value of CAD0.1252 in line with the 10-Day Volume Weighted
Average Price ("VWAP").
The shares in Terra Balcanica showed the following movement in fair value and
had the valuation at 31 December 2024;
31/12/2024 24/07/2024
CAD/GBP 1.8027 1.7870
Number of shares held 1,997,151 1,997,151
Value of Shares (CAD) 139,801 250,000
Value of Shares (£) 77,551 139,899
Share price (CAD) 0.0700 0.1252
Fair Value loss on Financial Investment (£) (62,349)
15. Assets held for sale
Group
(i) General description
Terra Balcanica Option Agreement for Uranium Assets.
On 2 July 2024, Fulcrum Metals (Canada) Limited ('Fulcrum') entered into a
definitive agreement with Terra Balcanica Resources Corp. ("Terra Balcanica").
Terra Balcanica has an option to acquire a 100% interest in Fulcrum's Charlot
- Neely, Fontaine Lake, Snowbird and South Pendleton uranium licenses (the
'Licenses') located in northern Saskatchewan, Canada.
In consideration for the four year option the Company received CAD 7,500 for
exclusivity on execution of signing of the Letter of Intent, and CAD 25,000
less the CAD 7,500 (CAD 17,500 Paid) exclusivity payment on execution of
closing of the Option Agreement. Additionally, Terra Balcanica shall pay
Fulcrum cash according to the schedule below:
- CAD 50,000 on the first anniversary of closing of the Option Agreement
- CAD 75,000 on the second anniversary of closing of the Option Agreement
- CAD 75,000 on the third anniversary of closing of the Option Agreement
- CAD 75,000 on the fourth anniversary of closing of the Option Agreement
and Fulcrum to receive shares of Tera Balcanica at the 10-Day Volume Weighted
Average Price ('VWAP') prior to the date of issuance as per the following
schedule:
- CAD 250,000 on closing of the Option Agreement (received)
- CAD 350,000 on the first anniversary of closing of the Option Agreement
- CAD 500,000 on the second anniversary of closing of the Option Agreement
- CAD 650,000 on the third anniversary of closing of the Option Agreement
and
- CAD 1,250,000 on the fourth anniversary of closing of the Option
Agreement.
Terra Balcanica will also complete minimum work expenditures totalling CAD
3,250,000 prior to the fourth anniversary of the Option Agreement and will
grant Fulcrum a 10% Net Smelter Return on all claims with buydown option of
0.5% NSR for CAD 1,000,000. All amounts are in CAD.
As of the reporting date, the Licenses have been reclassified as non-current
assets held for sale in accordance with IFRS 5. The carrying amount of the
Licenses is measured at the lower of its carrying amount and fair value less
costs to sell.
(ii) Assets held for sale
2024 2023
£ £
Transfer from Exploration and Evaluation Assets 367,864 -
Payments received in cash and shares (153,767) -
-
214,097
16. Trade and other receivables
Group
2024 2023
£ £
Prepayments 50,768 21,612
Other receivables 19,314 21,336
70,082 42,948
Company
2024 2023
£ £
Amounts owed by group undertakings 4,202,595 4,111,933
Prepayments 50,768 19,431
Other receivables 14,747 10,013
4,268,110 4,141,377
17. Cash and cash equivalents
Cash and cash equivalent comprise cash held at bank
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Bank and cash balances 340,517 620,924 332,064 81,733
18. Trade and other payables
Group
2024 2023
£ £
Non-current
Convertible Loan Notes (Note 20) - 519,380
Deferred consideration (Note 19) 252,467 213,271
Total non-current trade and other payables 252,467 732,651
2024 2023
£ £
Current
Trade payables 72,661 48,237
Convertible Loan Notes (Note 20) 605,495 -
Accruals 61,794 44,339
Social security and other taxes 5,898 6,753
Deferred consideration (Note 19) - 35,612
Total current trade and other payables 745,848 134,941
Company
2024 2023
£ £
Non-current
Convertible Loan Notes (Note 20) - 519,380
Total non-current trade and other payables - 519,380
2024 2023
£ £
Current
Trade payables 54,123 14,604
Convertible Loan Notes (Note 20) 605,495 -
Accruals 48,752 30,000
Social security and other taxes 5,898 6,753
Total current trade and other payables 714,268 51,357
19. Deferred consideration
2024 2023
£ £
Current liabilities payable within 1 year
Amount due to Dunn Mining - (35,612)
- (35,612)
Non-current liabilities
Amount due to Teck-Hughes and Sylvanite (252,467) (213,271)
(252,467) (213,271)
On the 24th November 2023 Fulcrum Metals (Canada) Ltd agreed a deal with both
Gary and Jonathan Dunn of Dunn Mining to take an option on three further
properties in the Saskatchewan region to supplement its landholding in the
area. On 28th June 2024, Fulcrum Metals (Canada) Ltd, exercised an agreement,
to acquire a 100% interest in the Charlot-Neely Lake, South Pendleton and
Snowbird uranium projects (the "Dunn Option Uranium Projects") located in
Saskatchewan, Canada.
On receipt of the Dunn Option, Fulcrum paid a cash consideration to the Dunn
Option Vendors of CAD 5,000 and upon exercising the Dunn Option on 28 June
2024, Fulcrum has paid the Dunn Option Vendors a further cash consideration of
CAD 60,000.
On 24th November 2023 Fulcrum metals (Canada) Ltd agreed a deal with
Teck-Hughes to take an option on the property in the Ontario region to
supplement its landholding in the area. Consideration was CAD 15,000 upfront,
future payment of CAD 25,000 is contingent on receipt of the recovery permit,
with payments of CAD 250,000 per year for two consecutive years on the
anniversary of the receipt of this recovery permit. During the year ended 31
December 2024, payments of CAD 250,000 were made to the optionors Teck-Hughes.
Fulcrum Metals (Canada) announced an option agreement to acquire a 100%
interest in the Sylvanite Gold Tailings Project in April 2024. There was a
signing-on fee of CAD 25,000 and an acquisition price of CAD 340,000 (CAD
240,000 cash and CAD 100,000 in Fulcrum shares) spread over a four- year
period. Fulcrum will also be granting the vendors a 1.5% NSR.
The amounts payable over time have been discounted to present value. Each year
the liability is increased by the interest rate used in the discounting
calculation with subsequent increases expensed in finance costs.
20. Convertible loan notes
On 8 February 2023, the 2022 CLNs issued by Fulcrum Metals Limited to
investors were cancelled and reissued in the name of Fulcrum Metals PLC, under
a deed of surrender and cancellation agreement which was entered into on 24
November 2022. Under this agreement the 2022 loan notes were cancelled and, in
their place (and consideration of the creation of an inter-company debt of
£453,463 owed by FML to Fulcrum Metals PLC), Fulcrum Metals PLC issued
£453,463 of new loan notes. Subsequently, following the IPO onto the AIM
market in London, the CLN holders exercised their right to convert the loan
notes to shares capital under the loan note agreement.
On 31 July 2023, Fulcrum Metals PLC issued convertible loan notes (the "2023
CLNs") to investors to raise funds of £520,000 at an issue price of £1.00
per note. The notes are convertible into ordinary shares of the Company if the
trigger event conditions are met prior to the expiry date of 31 July 2025. The
trigger event conditions will be met if the volume-weighted average price
(VWAP) is at or above 24p for five consecutive Dealing Days. On the Conversion
Date, the principal amount of the Notes and all accrued but unpaid interest on
such principal amount up to the Conversion Date will convert into such number
of new fully paid Ordinary Shares, with the conversion price of 18.5p.
Under the terms of these CLNs, the notes accrue interest at 12% per annum
compounded semi- annually on 30 June and 31 December, calculated on the basis
of a 365-day year. Interest shall accrue and be paid in arrears to the
registered noteholders on the Redemption Date or otherwise, prior to the
Redemption Date, shall be included as part of the balance to be converted.
There are two scenarios where the CLNs are converted. First at the discretion
of the CLN holders at any time prior to the Redemption Date, and secondly in
the case of the Trigger event occurring.
The net proceeds received from the issued of the convertible loan notes have
been split between the financial liability element and an equity component,
representing the fair value of the embedded option to convert the financial
liability into equity of the company, as follows:
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Liability component due over one year (including accrued interest)
- 519,380 - 519,380
Liability component due in one year (including accrued interest)
605,495 - 605,495 -
Equity component recognised in Other reserves
(26,767) (26,767) (26,767) (26,767)
Finance expense included in liability component
86,115 26,157 86,115 26,157
The Group regularly reviews its capital structure on the basis of its expected
capital requirements in order to achieve the defined strategic objectives and
manages its capital accordingly.
21. Share capital
Issued, called up and fully paid
Number of Ordinary share Share Capital Share Premium Total
£ £ £
On incorporation 2 - - -
Share for share exchange 24 November 2022 19,099,230 190,992 710,200 901,192
Share issue on AIM listing 14 February 2023 16,571,429 165,714 2,734,286 2,900,000
Share issue upon exercise of CLNs 14 February 2023 3,602,411 36,024 405,271 441,295
Share issue as consideration for AIM listing fees 14 February 2023 42,857 429 7,072 7,501
Share issue as consideration for IPO 14 February 2023 9,971,839 99,719 1,645,353 1,745,072
Issue of shares as repayment of Director's Loans 14 February 2023 571,428 5,714 94,286 100,000
Issue of shares as finders fee 17 August 2023 101,749 1,017 17,806 18,823
Share Issue costs - - (174,000) (174,000)
Broker and Nomad Warrants - - (72,758) (72,758)
At 31 December 2023 49,960,943 499,609 5,367,516 5,867,125
Share issue 20 September 2024 8,568,750 85,688 599,813 685,500
Director Contribution share issue 07 October 2024 1,431,250 14,313 100,185 114,498
Further subscription 07 October 2024 1,625,000 16,250 113,750 130,000
Allotment of shares for Services 24 December 2024 240,000 2,400 15,600 18,000
Share issue costs - - (51,213) (51,213)
At 31 December 2024 61,825,943 618,259 6,145,651 6,763,911
On 8 February 2023, the Company entered into an agreement with Clear Capital,
on an equity settlement basis, for the exchange of services. Per this
agreement the Company granted Clear Capital 994,286 warrants to subscribe for
994,286 Ordinary Shares at £0.175 per share.
On 8 February 2023, the Company entered into an agreement with Allenby
Capital, on an equity settlement basis, for the exchange of services. Per this
agreement the Company granted Allenby Capital 623,240 warrants to subscribe
for 623,240 Ordinary Shares at £0.175 per share.
On 14 February 2023, the Company completed a placing of 16,571,429 ordinary
shares at a price of
£0.175 per ordinary share raising a total of £2,900,000.
On 14 February 2023, the Company exercised the convertible loan notes by
completing a placing of 3,602,411 ordinary shares at a price of £0.125 per
ordinary shares.
On 14 February 2023, the Company issued 42,857 ordinary shares at a price of
£0.175, credited as fully paid, as consideration for legal fees incurred in
the AIM listing process.
On 14 February 2023, the Company issued 9,971,839 ordinary shares at a price
of £0.175, credited as fully paid, as consideration for 100% interest in and
to the mineral claims located Ontario known as Big Bear project and the
license pertaining to such claims.
On 14 February 2023, the Company issued 571,428 ordinary shares at a price of
£0.175, credited as fully paid, as repayment of Director's Loans.
On 17 August 2023, the Company issued 101,749 ordinary shares at a price of
£0.185, credited as fully paid, as consideration for finders' fees.
On 20 September 2024, the Company issued 8,568,750 ordinary shares at a price
of £0.08, credited as fully paid. The Company incurred share issue costs of
£51,213 related to advisory and promotional services for the share issue.
On 7 October 2024 the Company issued 1,431,250 shares at a price of £0.08 to
Directors of the Company, for a mix of consideration for Director services and
cash, credited as fully paid.
On 7 October 2024, the Company issued 1,625,000 ordinary shares at a price of
£0.08, credited as fully paid.
On 24 December 2024, the Company issued 240,000 ordinary shares at at a price
of £0.075 to a service provider in lieu of cash payment.
22. Share option reserve
Group
Share option reserve
£
At 1 January 2024 288,122
Issued in the year -
At 31 December 2024 288,122
Issues of options, rights and warrants Total £
Warrant £125,000 to Panther Metals Canada Ltd 46,754
Warrant £125,000 to Panther Metals Canada Ltd - Exercisable 150% at Fair 27,250
value
New Vendor Warrants 119,649 5,430
New Investor Warrants 1,169,915 76,577
Allenby Capital Warrants 623,240 45,595
Clear Capital IPO Warrants 994,286 72,738
Clear Capital CLN Warrants 263,513 13,778
Total Warrants issued 288,122
23. Share based payments
On 8 February 2023, 1,169,915 Investor Warrants and 119,649 Vendor Warrants
which were originally issued by Fulcrum Metals Limited were agreed to be
reissued as warrants in Fulcrum Metals Plc. The stock price at this date was
18.25p. These warrants have a two year exercise window from the Admission Date
(14 February 2023) and allow the holder to subscribe for ordinary shares in
the Company at an exercise price of £0.175 and £0.2625 respectively.
Warrants were issued to Panther Metals Plc (Panther A & Panther B
Warrants) as part consideration for the purchase of Big Bear.
Panther A warrants were issued with a maximum subscription price of £125,000
and exercise price at the placing price of £0.175. On this basis this
calculates a total of 714,286 warrants available. These are exercisable during
the period commencing on the date of Admission and ending on the second
anniversary of the date of admission.
Panther B warrants were also issued with a maximum subscription price of
£125,000 but with the exercise price set at 150% of the Placing Pricing
£0.2625. Accordingly, this second tranche constitutes a total of 476,190
warrants available, which are exercisable for a longer period up to the third
anniversary of the date of Admission.
In addition, on 8 February 2023, Allenby Capital and Clear Capital were issued
623,240 and 994,286 warrants respectively, both with an exercise price at the
placing price of £0.175. These warrants have a 3 year exercise window from
the date of admission
On 6 August 2023, Fulcrum Metals plc agreed to grant to Clear Capital a number
of warrants over new ordinary shares in the company 263,513 Ordinary Shares
(being 15% of £325,000), with a value of
£48,750, exercisable at the warrant holders' option at any time in the 3
years following completion of the placing.
Warrant Exercise Price (£) Number of Warrants Expiry Date Value per Warrant (£) Fair Value (£)
Investor Warrants 0.175 1,169,915 14/02/2025 0.065 76,577
Vendor Warrants 0.2625 119,649 14/02/2025 0.045 5,430
Panther A - Vendor Warrants 0.175 714,286 14/02/2025 0.065 46,754
Panther B - Vendor Warrants 0.2625 476,190 14/02/2026 0.057 27,250
Clear Capital Warrants 0.175 994,286 14/02/2026 0.073 72,738
Allenby Capital Warrants 0.175 623,240 14/02/2026 0.073 45,595
Clear Capital Warrants 0.175 263,513 06/08/2026 0.052 13,778
Total Warrants 4,361,079 288,122
Weighted average
Number of Warrants exercise Weighted average
price (£) remaining life
Brought forward 1 January 2023 1,289,564 0.2062 1 year
Granted 4,361,079 - -
Cancelled (1,289,564) - -
Brought forward 1 January 2024 4,361,079 0.1876 1.70 years
Granted - - -
Cancelled - - -
Carried Forward 31 December 2024 4,361,079 0.1876 0.70 years
The Warrants were independently valued at grant date, and subsequently
audited. The Warrant values have been estimated using a Binomial option model.
This is an appropriate model as the Warrants are exercisable at any point
within the prescribed 2-3 year period (i.e. not on a single specific date) and
are not subject to market conditions. The inputs to the model included an
expected volatility of 65% and a 0% dividend yield. The risk-free interest
rate was 3.67% for all warrants except for Clear Capital warrants granted on
the 6th of August 2023, which incurred a 4.89% risk free interest rate.
24. Financial instruments
Group
Financial assets per Statement of Financial Position
31 December 2024 31 December 2023
Amortised
Amortised cost FVTPL Total cost FVTPL Total
£ £ £ £ £ £
Other receivables 2,286 - 2,286 2,286 - 2,286
Cash at bank and in hand 340,515 - 340,515 620,924 - 620,924
342,801 - 342,801 623,210 - 623,210
Financial liabilities per Statement of Financial Position
31 December 2024 31 December 2023
Amortised
Amortised cost FVTPL Total cost FVTPL Total
£ £ £ £ £ £
Trade payables 72,661 - 72,661 48,237 - 48,237
Deferred consideration 252,467 - 252,467 213,271 - 213,271
Convertible Loan Notes 605,495 - 605,495 - - -
Accruals 61,794 - 61,794 44,339 - 44,339
992,417 - 992,417 305,847 - 305,847
Company
Financial assets per Statement of Financial Position
31 December 2024 31 December 2023
Amortised cost FVTPL Total Amortised FVTPL Total
£ £ £ cost £ £
£
Amounts owed by group
undertakings 4,202,595 - 4,202,595 4,111,933 - 4,111,933
Other receivables 2,286 - 2,286 2,286 - 2,286
Cash at bank and in hand 332,063 - 332,063 81,733 - 81,733
4,536,944 - 4,536,944 4,195,952 - 4,195,952
Financial liabilities per Statement of Financial Position
31 December 2024 31 December 2023
Amortised
Amortised cost FVTPL Total cost FVTPL Total
£ £ £ £ £ £
Trade payables 54,123 - 54,123 14,604 - 14,604
Convertible Loan Notes 605,495 - 605,495 519,380 - 519,380
Accruals 48,751 - 48,751 30,000 - 30,000
708,369 - 708,369 563,984 - 563,984
25. Financial risk management
The Group's operations expose it to a variety of financial risks: market risk
(including the effects of changes in foreign currency exchange rates, interest
rates and commodity prices), credit risk and liquidity risk. The Board
approves the use of financial products to manage the Group's exposure to
fluctuations in foreign currency exchange rates and interest rates.
(a) Market risk
Foreign exchange risk
It is Group policy to ensure that foreign currency risk is managed wherever
possible by matching foreign currency income and expenditure.
Interest rate risk
The Group's interest rate risk arises from cash deposits and interest-bearing
liabilities. Given the level of average cash balances held by the Group during
the year, a 10 per cent increase or decrease in average interest rates would
have had an immaterial effect on the loss for the year.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group's principal credit risk arises on cash and cash
equivalents, including deposits with banks. The cash and cash equivalents are
held with bank and financial institution counterparties, which are rated BBB+
to AA- by Fitch Ratings.
The carrying amount of financial assets represents the maximum credit
exposure. An assessment of whether an asset is impaired is made at least at
each reporting date.
(c) Liquidity risk
The Board regularly reviews rolling cash flow forecasts for the Group. Work
programme obligations related to the Group's licences will be financed by the
raising of new capital. Based on current forecasts, the Group plans to raise
further capital to meet its future obligations post year end.
There is no difference between the carrying value and the contractually
undiscounted cash flows for financial liabilities. At 31 December 2024, all
trade and other payables were due within one year, with the exception of
Convertible Loan Notes.
Fair value of non-derivative financial assets and financial liabilities
The Group's financial instruments comprise cash, trade receivables and trade
payables and therefore, management believes that the carrying values of those
financial instruments approximate fair value.
The Group has categorised financial instruments as being Level 2, that is,
valued using inputs other than quoted prices, that are observable either
directly or indirectly.
Capital management
The Group defines capital as equity. The Group's objective when managing
capital is to safeguard its ability to continue as a going concern in order to
provide returns for the shareholders and to maintain an optimal capital
structure to reduce the cost of capital.
26. Events after the end of the reporting date
On 9 April 2025 the Company announced that had signed a binding letter of
intent with TSX Venture Exchange listed Loyalist Exploration Limited for the
sale of the Company's 100% interest in the Tully Gold in Timmins, Ontario.
The Company will receive CAD$500,000 on completion and 19.9% of the issued
share capital of Loyalist Exploration Limited. A 2% net smelter royalty is
to be granted to Fulcrum over the Project with a CAD$1,000,000 buy back for
1%. The deal also includes the potential future milestone payments to Fulcrum
of CAD$100,000 in cash and 30,000,000 shares in Loyalist at a price of
CAD$0.01 per share or cash in lieu.
On 22 May 2025 the Company announced that it had signed a Master Licence
Agreement with Extrakt Process Solutions LLC ("Extrakt") for the exclusive
licencing of Extrakt's technology on legacy gold mine waste (tailings) to
develop the Company's tailings projects in Kirkland Lake and across the mining
regions of Timmins and Kirkland Lake, Ontario, Canada. The technology can be
applied to develop both of Fulcrum's Teck Hughes and Sylvanite projects in
Kirkland Lake towards production. Extrakt's non-cyanide technology testing
program at Fulcrum's Teck Hughes project has delivered non-optimised
significantly increased gold recovery rates of up to 59.4% and substantially
reduced leaching times by 60%, with further optimisation upside potential. The
tailings are above surface and suitable and ready for reprocessing. The
exclusivity Agreement runs for an initial period of 4 years, and can be
extended for up to a total of 12 years by mutual agreement.
On 27 May 2025 the Company announced that certain members of the Board have
subscribed for a total of £140,000 of new Ordinary Shares. The Director
Subscription will result in the issue and allotment of a total of 2,800,000
new Ordinary Shares at the Issue Price of 5 pence. The funds will be utilised
by the Company through continued development of the Company's Tailings
projects, to support the development of the master licence agreement entered
into with Extrakt Process Solutions, and to provide additional working
capital.
The Directors are not aware of any events or circumstances arising which had
not been dealt with in this Report which may have a significant impact on the
Company.
27. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. The Group has therefore
elected not to disclose transactions between the company and its subsidiaries,
as permitted by IAS 24.
On 11 March 2024 Panther Metals plc sold a total of 2,346,717 ordinary shares
of 1 p each in the Company at an average price of 15.2 pence per Ordinary
share. Following the disposal Panther entered into a new hard lock -in
agreement for the period to 15 May 2025 in respect on the remaining 7,625,122
ordinary shares held by Panther and the orderly market provision for a year
thereafter through to 15 May 2026.
On 27 May 2025 the certain members of the Board subscribed for a total
of £140,000 of new Ordinary Shares totalling 2,800,000 new Ordinary Shares
at the Issue Price of 5 pence .
Director Current number of Ordinary Shares held Director Subscription Director Subscription shares Number of Ordinary Shares following the Fundraise % of enlarged share capital following the Fundraise
Ryan Mee (Chief Executive Officer)* 7,673,910 £115,000 2,300,000 9,973,910 15.43%
John Hamilton (Chief Financial Officer) 156,353 £12,500 250,000 406,353 0.63%
Alan Mooney (Non-Executive Director) 81,520 £12,500 250,000 331,250 0.51%
Directors' remuneration details are contained within Note 28. During the year
ended 31 December 2024 the following fees were paid to Directors' service
companies:
Year ended Year ended
31 December 31 December
2024 2023
Company Name Director £ £
CoMo Investment Solutions Mitchell Smith 20,970 21,319
28. Key management personnel
Key management includes the directors of the company, all members of the
company management and the company secretary. The compensation paid or payable
to key management for employee services is shown below:
2024 2023
£ £
Ryan Mee 64,093 59,582
Aidan O'Hara 29,622 27,902
John Hamilton 16,926 26,690
Clive Garston (resigned 03 June 2024) 25,833 36,666
Mitchell Smith * - -
Alan Mooney 31,871 19,878
Salaries and other short-term employee benefits 168,344 170,718
Number of key management 5 6
The compensation above relates wholly to the salaries of the Directors.
Directors hold an interest in the Company's ordinary shares, convertible loan
notes and share warrants.
*Mitchell Smith is not paid through a salary, but is paid via consultancy
fees, see note 27.
Director fee conversion
On 7 October 2024 the Company granted shares to current Directors in lieu of
cash consideration for services rendered. These options were issued at a price
of 8 pence per share, with the following allocations:
Number of shares Fee conversion
Ryan Mee 149,125 £11,929
John Hamilton 44,253 £3,540
Aidan O'Hara 34,241 £2,739
Alan Mooney 81,519 £6,521
Total Director fee conversion £24,729
29. Analysis of amounts recognised in other comprehensive income
Financial assets at FVOCI reserve *Foreign exchange reserve
£ £
Year to 31 December 2024
Items that are or may be reclassified subsequently to profit or loss:
Fair Value Movement in investments (62,349) (255,796)
(62,349) (255,796)
*Exchange difference arising on translation of foreign subsidiary operations
Foreign exchange reserve
£
Year to 31 December 2023
Exchange differences arising on translation of foreign subsidiary operations (7,514)
(7,514)
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