REG - Fulcrum Metals PLC - Final Results
01/05/2024 07:15
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RNS Number : 7103M Fulcrum Metals PLC 01 May 2024
The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.
Fulcrum Metals plc / EPIC: FMET / Market: AIM / Sector: Mining
1 May 2024
Fulcrum Metals plc
("Fulcrum" or the "Company")
Final results for the year ended 31 December 2023
Fulcrum Metals plc (LON: FMET), a company focused on mineral exploration and
development in Canada, announces final results for the year ended 31 December
2023.
Corporate and Operational Highlights:
· Admission to trading on the AIM market of the London Stock Exchange
("AIM") and fundraise of £3.0 million (before expenses).
· Conducted successful exploration programmes across the
Schreiber-Hemlo Gold Project, Ontario:
· Exceptional gold in rock assays including 45g/t Au, 37.4g/t Au and
33.6g/t Au.
· Established a 3km high grade gold corridor with multiple drill
targets for testing and open to the North, East and South.
· Completed high quality airborne surveys identifying an additional
five high priority targets for investigation.
· Conducted successful exploration programmes across Charlot-Neely
and Fontaine Lake Uranium Projects in Saskatchewan:
· Identifed high grade uranium mineralisation and new uranium trends.
· Significantly increased the exploration footprint of the uranium
portfolio in Saskatchewan by 220% to over 59,000 hectares.
· Raised £520,000 through the issue of convertible loan notes to
acquire the Tully Gold Project which has:
· A historic gold resource of 107,000 ounces Au.
· Expansion potential in the world class Timmins Porcupine Gold camp
that has produced over 70 million ounces of gold.
· Took a strategic step toward lower discovery-risk, nearer cash flow
potential, tailings assets through entering an option agreement to acquire
100% of Teck-Hughes Gold Tailings Project in Ontario, Canada.
· Took significant first mover strategic steps in Canada by entering
advanced discussions with Extrakt Process Solutions on using Extrakt's proven,
environmentally friendly, non-cyanide, technology which can process tailings
from historical mines.
Financial Highlights:
· The Company generated no revenue during the period but focussed on
exploring and developing assets that the Board believes will generate revenue
for the Company in the future.
· For the year ended 31 December 2023 ("FY2023") the Company reported
a pre-tax loss of £1,714,423 (year ended 31 December 2022 ("FY2022"): pre-tax
loss of £619,597).
· The Company's net cash balance as at 31 December 2023 was £620,924
(FY2022: £96,985).
· Basic loss per share of 0.037p (FY2022: loss of 0.072p per share).
Post Period Highlights:
· *Entered into option agreement to divest uranium projects to Terra
Balcanica Resources Corp (CSE: TERA) for a potential CA$3.3 million in cash
and shares and CA$3.25 million in exploration expenditures. Funds to be used
by Fulcrum to accelerate the Company's other projects.
· Preliminary sampling programme completed at the Teck-Hughes gold
tailings project and testing started using Extrakt's technology.
· Entered into option agreement to acquire 100% of the Sylvanite Gold
Tailings Project, the fourth largest gold producing mine in the Kirkland Lake
Gold Camp, which:
o Produced approximately 1.6 million tonnes of gold between 1927 and 1961.
o Has an estimated 67,000 ounces of gold in the tailings.
o Is within 3km of Teck Hughes, boosting the company's presence in the area,
creating a Kirkland Lake Gold Tailings hub and the opportunity for synergizing
costs and economies of scale.
· Appointed Jason Brewer, who has over 28 years' experience in
international mining, financial markets, and investment banking as a strategic
adviser to the Company.
· The Tully Gold project is now permitted and drill ready for 2024.
· Across the non-core Ontario projects potentially significant copper
and nickel exploration targets have been identified.
*This is a non-binding agreement and sets out the intention of both parties to
enter into a definitive agreement on the terms set out in the Company's
announcement on 3 April 2023 ("LOI Announcement"). There can be no guarantee
that a definitive agreement will be entered into nor that the terms will be
the same as set out the LOI Announcement.
Ryan Mee, Chief Executive Officer of Fulcrum, commented:
"Whilst recognition of Fulcrum on the market has been frustrating, I am
delighted with our operational and exploration achievements.
"Fulcrum started its life as a quoted company with multiple highly prospective
early-stage hard rock exploration projects, but we have not been afraid of
change. Quite the opposite, in fact.
"At Fulcrum's core is a unique, driven, entrepreneurial spirit that strives to
create opportunity and success to reward every shareholder. This is
exemplified in our deal making, such as the acquisition of the Tully Gold
project and the sale of our uranium assets for a significant return on
investment. Fulcrum now has an exciting hard rock exploration business, with
two drill ready gold projects in Big Bear and Tully, which are ready for
growth, discovery, and expansion alongside a carried investment in the uranium
portfolio we are in the process of disposing of.
"I believe that a key differentiator for Fulcrum is the development of a
tailings business through key acquisition agreements in Kirkland Lake which,
essentially, creates a tailings hub with an estimated 200,000 ounces of gold.
The Directors of Fulcrum believe this provides the Company with lower
exploration-risk assets, and the ability to turn them in to cash generative
assets through collaboration with Extrakt and their disruptive, proven,
tailings technology.
"Fulcrum's evolution has been significant since the Company's admission to AIM
and it continues at pace. The year ahead promises to be an exciting period of
growth for the Company."
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
U3O8 Triuranium octoxide, a compound of uranium
Zn Zinc
For more information, please visit www.fulcrummetals.com
(http://www.fulcrummetals.com/) or contact the following:
Fulcrum Metals plc
Ryan Mee, Chief Executive Officer Via St Brides Partners Limited
Allenby Capital Limited (Nominated Adviser) +44 (0) 203 328 5656
Nick Athanas / George Payne
Clear Capital Markets Limited (Broker) +44 (0) 203 869 6081
Bob Roberts
St Brides Partners Ltd (Financial PR) +44 (0) 207 236 1177
Ana Ribeiro / Paul Dulieu
Chairman's Statement
I am delighted to report on both the operational successes and bold key
strategic repositioning of Fulcrum since its Initial Public Offering ("IPO")
on AIM in February 2023. The Directors of Fulcrum believe, that during this
time, Fulcrum has been transformed from a pure exploration company to one that
now heralds advanced drill ready gold projects, low exploration risk gold
tailings projects with the potential for near term cash flow and the
crystallisation of its uranium portfolio into a carried interest.
2023 was a difficult year for exploration companies and equity capital markets
as a whole. It was against that backdrop that the Board was delighted to be
able to bring Fulcrum to market for its shareholders. This was only achieved
through a great deal of hard work by the Company and its advisers. It was a
fantastic effort and an excellent outcome.
When Fulcrum was admitted to trading on AIM in February 2023, it had a
portfolio of early-stage exploration projects primarily focussed on gold in
Ontario and uranium in Saskatchewan. The Company purposely targeted these two
metals because of global financial instability and the expectation that
nuclear power will become a significant factor in the global focus on clean
energy. This focus has, so far, been validated with both gold and uranium
being amongst the best performing commodities in terms of spot price rises
over the past 12 months.
Since Fulcrum's first day of dealings, the Company has diligently deployed the
funds it raised at IPO into exploration activities and expansion across its
project portfolio whilst remaining true to its strategy of focusing on
exploring, discovering, and scaling its properties to deliver results and
value for shareholders.
As such, our exploration efforts have delivered great progress in both Ontario
and Saskatchewan.
At the Big Bear property in Ontario, over the course of several exploration
programmes we have developed an exciting high grade gold corridor, with a
strike length of more than 3km and several rock samples in excess of 10g/t up
to 45g/t Au. The results exceeded our expectations at this stage, with
multiple drill targets generated, and this trend remaining open for further
discovery potential. The original drill permits in place did not cover all of
the drill targets, so the Company applied for additional drill permits to
cover all of the planned drill targets, and a geophysical survey also
identified five additional high priority exploration targets which add to the
discovery potential in this emerging area.
In Saskatchewan, historical and hyperspectral data compilation, along with
helicopter supported field exploration programmes at the Charlot-Neely and
Fontaine Lake uranium projects, delivered exciting high grade uranium samples
and new radioactive uranium trends which increased the prospectivity of these
projects. The success of the programmes and the anticipated trend of
increasing uranium demand and pricing encouraged the Company to strategically
expand its uranium portfolio to maximise the likelihood of outside investment.
Through committed rigorous data collection, the Company expanded its uranium
footprint through cost effective staking and acquisition which increased its
portfolio from two to four projects and a substantial 220% increase in
combined hectares. This strategic move proved to be successful and has
culminated in the Company entered into a non-binding agreement to divest its
uranium assets to Terra Balcanica Resources Corp., which was announced post
the period end. The divestment, which is subject to successful due diligence
and both parties entering into a definitive agreement, will provide Fulcrum
with potentially up to CA$3.3 million which is payable in cash and Terra
Balcanica shares over a four-year period and includes a commitment by Terra
Balcanica to spend CA$3.25 million on exploration subject to certain criteria
being met. This transaction maintains Fulcrum's interest in the uranium sector
without further dilution and, importantly, will allow the Company to retain
ongoing exposure to the uranium market via a 1% net smelter return royalty
agreement which could prove increasingly valuable as these projects are
advanced.
In August 2023, Fulcrum bolstered its Ontario gold project portfolio when it
announced the acquisition of the Tully Gold project in Timmins, Ontario. Tully
includes a NI 43-101 compliant (in accordance with the Canadian Institute of
Mining, Metallurgy and Petroleum definitions) resource of 107,000 ounces of
gold. It is located within 30km of several multimillion ounce deposits in one
of the best producing gold camps globally and the Timmins-Porcupine gold camp
has produced over 70 million ounces of gold. The acquisition was funded via a
£520,000 fundraise through the issue of convertible loan notes which included
a subscription of £195,000 from certain directors of the Company. As a
result, Tully became the most advanced project in Fulcrum's portfolio.
The Company has subsequently completed a detailed core and data review at
Tully which has identified multiple drill targets to expand its understanding
of the project and a potential resource expansion. With drill permits now in
hand, Tully becomes Fulcrum's second drill permitted gold project in Ontario.
The timing of the drill permit approval, combined with poor weather, has
resulted in the Company postponing its drill programme, but potential new
opportunities have presented themselves and are under review.
Fulcrum remained true to its strategy by focusing on exploring, discovering,
and scaling its properties across Canada, with the intention of delivering
results and value for shareholders. This overarching goal expanded beyond the
Company's existing portfolio and saw Fulcrum enter into option agreements to
acquire two projects; the Teck-Hughes Gold Tailings Project in November 2023
and, post period, the Sylvanite Gold Tailings Project; both of which are in
the Kirkland Lake Gold Camp, one of the most productive gold camps in Canada.
Alongside this, the Company also announced in November 2023 that it was in
advanced discussions to partner with Extrakt Process Solutions ("Extrakt"), a
company that is using innovative, proven, environmentally friendly, technology
to extract metals from tailings.
Gold tailings are a by-product of the gold mining process which do have an
economic value because of their gold content that is usually well documented
and based on sampling and historic production, but in most instances never
realised. From an environmental perspective, tailings also need to be
managed and ultimately addressed, as they can present environmental issues
through the leaching of heavy metal elements into surrounding areas and
instability issues in dams constructed with tailings caused by water ingress.
As a result, the Ontario government monitors and supervises over 400 privately
owned tailing dams and the Canadian Government's liability for cleaning up
active and historic mine waste is estimated to exceed CA$10 billion.
However, a Natural Resources Canada report in 2019 estimated that in excess of
CA$10 billion of gold is present in Canadian tailings and Fulcrum believe that
its collaboration with Extrakt will enable it to convert its low
discovery-risk tailings opportunities into near term cash generating assets.
This will provide shareholders a faster route to revenue generation and also
enable Fulcrum to help start to address the harmful impact that tailings can
have on the environment.
By divesting its uranium portfolio and leveraging opportunities for its drill
ready gold projects, Fulcrum is able to direct its focus and resources on the
exciting tailings opportunity that Teck-Hughes and Sylvanite projects offer
and, potentially, more widely through the development of its relationship with
Extrakt and its partner Bechtel Energy Technologies & Solutions, Inc.
It has given me great pleasure in writing this Chairman's statement and
overseeing Fulcrum's very successful and exciting evolution over the last 15
months.
I am confident in the potential that Fulcrum offers as it continues to pursue
a sustainable growth strategy and innovative opportunities in the Canadian
mining sector.
Clive Garston
Independent Non-Executive Chairman
Operational and Corporate Review
The Company remained committed to its strategy of Explore, Discover and Scale.
Throughout the reporting period, Fulcrum has made significant headway in
advancing its portfolio projects, through the exploration and development of
assets in particular with now drill ready gold projects in Tully and Big Bear
at Schreiber-Hemlo, the uranium assets which are set for divestment and the
scaling of the gold tailings opportunity at Kirkland Lake.
Ontario
Operationally, 2023 was a success for Fulcrum as it advanced exploration
programmes and airborne surveys across a number of its projects.
Schreiber-Hemlo
In March 2023 the Company announced a successful prospecting programme at Big
Bear where 45 rock samples were collected for assay aimed at identifying
mineralised areas and structural trends, with rock sample results including
45g/t, 37.4g/t and 33.6g/t gold.
This was followed by the appointment of Prospectair Geosurveys in March 2023
to undertake airborne geophysics exploration in which 250 new geophysical
anomalies were highlighted, and the results were incorporated with previous
magnetic and electromagnetic data over the full Big Bear claim block. The
results of this work identified five additional high priority exploration
targets for investigation, significantly enhancing the prospectivity of the
property.
During the summer of 2023, Fulcrum undertook a Phase 2 exploration programme
consisting of rock sampling and detailed geological mapping across the
Schreiber-Pyramid area of the Big Bear property, followed by an extended Phase
2 programme focussed on infill soil sampling of areas with limited or no
bedrock exposure. The results exceeded our expectations having identified a
3km gold mineralised corridor with four drill ready targets and five drill
prospect targets which require further development, and is open for further
discovery to the North, East and South. The Company is now planning an
exploration programme to progress the drill prospects to drill ready, followed
by a drilling campaign across multiple drill targets to discover the potential
of this newly identified gold corridor, in addition to investigating the five
high priority exploration targets. The Company has commenced preparation for
this larger programme which includes a recent submission of additional drill
permits whilst reviewing funding options which may include equity level
financing.
Winston Lake
Carib Creek
Summer exploration consisted of a soil sampling programme with 155
reconnaissance horizon B soil samples collected returning strongly anomalous
copper samples outlining an exploration target for further investigation. Best
results included values up to 747ppm Cu, with 39 samples (25%) reporting more
than 50ppm Cu and anomalous zinc soil samples of up to 236ppm Zn with 64 (41%)
reporting more than 50ppm Zn.
Table of selected anomalous samples
Sample Number Cobalt (Co) ppm Nickel (Ni) ppm Copper (Cu) ppm Zinc (Zn) ppm
478373 6.00 10.10 114.00 32.20
478381 8.40 12.30 182.00 24.20
478384 12.30 19.50 294.00 26.30
478428 46.60 82.50 390.00 156.00
478431 89.80 70.50 747.00 117.00
478436 16.90 30.30 242.00 93.60
478437 25.10 37.80 191.00 236.00
478445 25.70 30.30 313.00 66.60
478446 80.20 57.50 554.00 104.00
478449 6.40 15.40 106.00 42.90
478452 1.90 6.70 107.00 14.20
478491 19.80 28.60 226.00 137.00
479003 19.90 25.90 224.00 47.50
Figure 1: Carib Creek - soil and rock sampling Cu assay results map
Beavertrap
Although only minor exploration work has been conducted at Beavertrap, the
soil sampling results at Carib Creek directed the Company to focus on the
stronger, more immediate, exploration potential in this project area. The
Company will, therefore, rationalise exploration expenditures and concentrate
on Carib Creek, whilst letting the Beavertrap project area expire over the
next 12 months. With the exploration expenditure committed to date, this means
that Fulcrum retains a strong copper exploration target that requires no
further expenditure into 2026.
Figure 2: Winston Lake project layout map
Dog Lake - Wawa
In the northern section of the property, rock and soil sampling was undertaken
to locate the historical Anglehart and Gilbert gold occurrences, whilst rock
sampling was undertaken in the southern section of the property targeting a
magnetic anomaly for nickel.
The nickel exploration target in the south of the property is related to
mafic/ultramafic intrusive rocks. Limited rock sampling programmes across
2022/23 returned several strongly anomalous samples of up to 2,740ppm nickel
(0.27%) confirming mineralisation of the intrusive rocks (Figure 3) with those
over 1,000ppm nickel (0.1% ) listed in the table below:
Programme Year Sample No. Nickel PPM
2022 1101602 1,360
2022 1101603 1,480
2022 1101604 2,700
2022 1101605 2,040
2023 484944 2,740
2023 484945 1,400
2023 484756 1,350
Figure 3 - Nickel rock sample assay results in the southern section of Dog
Lake
Gold exploration in the north has not yielded results similar to the
historical results reported for the Anglehart and Gilbert occurrences. The
company will, therefore, rationalise exploration expenditures and let the
northern project area expire over the next 12 months. Exploration expenditures
committed to date means that Fulcrum retains a potentially significant nickel
exploration target that requires no further expenditure into 2026.
Tocheri Lake - Dayohessarah
A Versatile Time Domain Electromagnetics (VTEM) airborne geophysical survey
conducted over the Southwest corner of the property in March 2023 identified a
weak electromagnetic conductor which may indicate buried mineralisation in
addition to several magnetic targets. Subsequent prospecting for rock samples
has proven to be sporadic and difficult due to significant overburden cover.
The Company will remain interested in the southwestern portion of the property
which adjoins to GT Resources (formerly Palladium One) Tyco project and allow
the remaining portion of the property to expire. This allows the Company to
focus on the more prospective area and reduces required exploration
expenditures into 2026 whilst retaining our interest over the most prospective
part of the property along the borders of Tocheri Lake.
Transactions
The Group undertook a number of transactions during the period and post the
period end, which brought more advanced projects into its portfolio with
nearer term revenue generation potential.
The Tully Gold Project
The acquisition of the Tully Gold Project ("Tully" or "Tully Gold") was
announced in August 2023 and marked a significant milestone for the Company as
Tully became its most advanced gold exploration project with a 43-101
compliant estimated resource of 107,000 ounces of gold capped at 70g/t Au. The
acquisition cost of CA$800,000 represents a cost of less than US$6 per
ounce.
Tully is located within the world-class Timmins-Porcupine Gold Camp, with an
established gold resource, local infrastructure, and expansion opportunities
through drilling/infill drilling and re-interpretation of historical data to
confirm grade and continuity of mineralisation.
A drill core review programme identified an immediate 7 drill locations to
test and expand the gold resource outside of the 600m long, 200-400-metre-deep
deposit defined to date. Contracting estimates suggests that the all-in drill
cost per metre to be highly cost effective in the range of CA$270-290 per
metre.
The company received drill permit PR-23-000301 which was formally issued 30
January 2024 effective for 3 years which included:-
- Mechanised drilling off 11-15 pads
- Creating any trails that may be required for exploration
- 13 drill locations covering the ore body strike length
As part of the Fulcrum due diligence process at Tully a resampling program
located 116 selected reject samples from previous drilling which were sent for
gold determination by photon assay and, of those, 23 samples were sent for
further metallic screen assay. The results of these assays were then also
compared to the historic fire assay sample results, which confirmed that all
three assay methods yielded broadly similar results. The photon and fire
assays are of similar costs whilst metallic assays are substantially more
expensive. The photon assay method had significant time saving on producing
assay results, taking just 3 days compared to 6-8 weeks for fire assays. An
additional benefit of photon assays is that unlike fire assays, the samples
remain intact and are not destroyed so that they can be re-used at a later
date for further geological testing.
The timing of the drill permit issuance and unusually warm weather on site
resulted in less than ideal ground conditions to conduct the planned winter
drilling campaign. The drilling programme will now be aimed for commencement
in late 2024.
Kirkland Lake Gold Tailings Projects
Fulcrum's wholly owned subsidiary Fulcrum Metals (Canada) Ltd ("FMCL") entered
into an option agreement in November 2023 to acquire a 100% interest in the
Teck Hughes Gold Tailings project ("Teck-Hughes"), located in Kirkland Lake,
Ontario, Canada. Teck-Hughes historically milled 9.5 million tonnes of ore to
produce 3.7 million ounces of gold and created 6.5 million tonnes of tailings
estimated to contain up to 138,460 ounces of gold.
Post period, the Company entered into a second option agreement to acquire
100% of Sylvanite Gold Tailings, ("Sylvanite") an ex-producing mine which is
strategically located 3km from the Teck-Hughes Gold Tailings project.
Sylvanite was the fourth largest gold producing mine in the Kirkland Lake Gold
Camp having milled 4.58 million tonnes of ore and produced 1.67 million ounces
of gold between 1927 and 1961. Sylvanite has an estimated 67,051 ounces of
gold contained within its tailings.
The estimated ounces of gold in the tailings for both projects are not 43-101
compliant and therefore are subject to verification by Fulcrum.
These acquisitions are part of a shift by the Company to prioritise and invest
in projects that can be brought into production more quickly with minimal
investment.
Extrakt Process Solutions LLC
The success of most tailings projects is dependent on the technology used to
extract the remaining resource. The Board of Fulcrum is in advanced
discussions with Extrakt Process Solutions LLC regarding the licensing of its
proprietary tailings technology. The technology is currently being used in the
first phase of testing at Teck-Hughes.
Saskatchewan Uranium Projects
During the year, Fulcrum conducted a historical data compilation exercise on
its properties just north of the Athabasca Basin, which is the world's leading
source of high-grade uranium and currently supplies about 20% of the world's
uranium. This exercise confirmed high grade historical uranium samples of up
to 6.2% U3O8 including the commissioning of a hyperspectral data analysis on
the Charlot-Neely and Fontaine Lake uranium projects to further assist
exploration target generation. This was followed by a Phase 1 field
exploration campaign which identified high grade uranium mineralisation of up
to 0.8% U3O8 along with the discovery of new uranium and radioactive trends.
Based on bullish investor sentiment around uranium and the exploration
success, the Charlot-Neely project was substantially increased in area, and
the Snowbird and South Pendleton projects were acquired and increased in size
through cost effective staking and an option agreement. This strategic move
increased the company's uranium footprint by approximately 221% from 18,468
hectares (184.5km2) to 59,310 hectares (593.1km2) since listing.
On 3 April 2024, post the period end, the Company announced the conditional
sale of its uranium projects to Terra Balcanica Resources Corp. ("Terra")
(CNSX: TERA), a mining explorer with projects in Bosnia and Herzegovina, and
Serbia. The divestment, once completed, will provide Fulcrum with a potential
up to CA$3.3 million in cash and equity, a significant uplift on its original
investment, and a 1% royalty on all claims ensuring that the Company can
continue to benefit from any future upside. Importantly, and as part of the
letter of intent announced on 3 April 2024, Terra is committed to investing a
minimum of CA$3.25 million on the ground prior to the fourth anniversary of
the option agreement.
Despite challenging market conditions in 2023, value to shareholders through
the exploration and scaling of our assets remains paramount. Fulcrum expects
2024 to bring further operational successes as it scales its assets and
develops its existing resources.
Consolidated Statement of Comprehensive Income
Year ended 31 December 2023
2023 2022
Note £ £
Turnover - -
Administrative expenses 2 (985,684) (254,339)
Exceptional Item 5 (646,708) (268,056)
Operating loss 2
(1,632,392) (522,395)
Finance income 6 56,131 -
Finance costs 7 (138,162) (97,202)
Loss before taxation
(1,714,423) (619,597)
Tax on loss 8 - -
Loss for the financial year (1,714,423) (619,597)
Foreign currency translation of foreign subsidiaries (7,514) (9,169)
Total comprehensive loss for the year (1,721,937) (628,766)
Loss attributable to:
Continuing operations (1,721,937) (628,766)
(1,721,937) (628,766)
Earnings per share 9
Basic and diluted loss per share (pence per share) (0.037) (0.072)
All the activities of the company are from continuing operations.
Consolidated Statement of Financial Position
As at 31 December 2023
Notes 2023 2022
£ £
Assets
Non-current assets
Exploration & evaluation assets 10 3,883,651 651,489
Property, plant and equipment 11 1,040 1,592
Total Non-Current Assets 3,884,691 653,081
Current assets
Trade and other receivables 13 42,948 530,643
Cash and cash equivalents 14 620,924 96,985
Current liabilities 663,872 627,628
Trade and other payables 15 (134,941) (659,805)
Net current assets/(liabilities) 528,931 (32,177)
Total assets less current liabilities
4,413,622 620,904
Non-current liabilities 16 (732,651) (100,000)
Net assets 3,680,971 520,904
Capital and reserves
Called up share capital 22 499,609 190,992
Share premium account 22 5,367,516 710,200
Share option reserve 23 288,122 448,357
Other reserve (134,678) (161,445)
Foreign exchange translation reserve (16,683) (9,169)
Retained earnings (2,322,915) (658,031)
Total equity 3,680,971 520,904
Consolidated Statement of Changes in Equity
Year ended 31 December 2023
Share capital Share premium account Share option reserve Other reserves Foreign exchange translation reserve Retained earnings Total
£ £ £ £ £ £ £
At 1 January 2022 - - 133,420 - - (38,434) 94,986
- -
Loss for the year - - - - - (619,597) (619,597)
Foreign currency retranslation - - - - (9,169) - (9,169)
Total comprehensive
loss for the year - - - - (9,169) (619,597) (628,766)
Issue of shares 190,992 710,200 - - - - 901,192
Issue of options and warrants - - 314,937 - - - 314,937
Merger reserve - - - (161,445) - - (161,445)
At 31 December 2022 190,992 710,200 448,357 (161,445) (9,169) (658,031) 520,904
And 1 January 2023
Loss for the year - - - - (1,714,423) (1,714,423)
Foreign currency retranslation - - - - (7,514) - (7,514)
Total comprehensive loss for the year - - - - (7,514) (1,714,423 ) (1,721,937)
Issue of shares 308,617 4,904,074 - - - - 5,212,691
Equity component of convertible debt - - - - 26,767 - 26,767
Issue of options and warrants - - 288,122 - - - 288,122
Cancellation of options and warrants - - (448,357) - - 49,539 (398,818)
Cost of shares issued - (246,758) - - - - (246,758)
At 31 December 2023 499,609 5,367,516 288,122 (134,678) (16,683) (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.
Other reserve
Other reserve represents all other reserve balances, including the equity
component of the Convertible loan notes issued by the Group, and the Merger
Reserve which represents the difference between the nominal value of
consideration paid for shares acquired in entities under common control and
the nominal value of those shares.
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
Period from incorporation 10 October 2022 to 31 December 2023
Share capital Share premium account Share option reserve Other reserves Retained earnings Total
£ £ £ £ £ £
At 10 October 2022
Loss for the period - - - - (1,628,448) (1,628,448)
Total comprehensive loss for the period - - - - (1,628,448) (1,628,448)
Issue of shares 499,609 5,614,274 - - - 6,113,883
Issue of convertible debt - - - 26,767 - 26,767
Issue of options, rights and warrants - - 288,122 - - 288,122
Cost of shares issued - (246,758) - - - (246,758)
At 31 December 2023 499,609 5,367,516 288,122 26,767 (1,628,448) 4,553,566
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 reserves
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
Year ended 31 December 2023
2023 2022
Note £ £
Cash flows from operating activities
Loss for the financial year (1,714,423) (619,597)
Adjustments for:
Depreciation of property, plant & equipment 520 530
Impairment of exploration and evaluation assets 153,732 23,007
Finance income 6 (56,131) -
Finance costs 7 138,162 97,202
Share option expense 45,594 -
Loss on exchange 7,605 -
Changes in:
Trade and other receivables 487,695 (527,017)
Trade and other payables (447,110) 507,415
Movement on Directors' loan - 100,000
Net cash used in operating activities
(1,384,356) (418,480)
Cash flows from investing activities
Purchase of property, plant & equipment - (2,122)
Purchase of exploration and evaluation assets (1,321,053) (424,679)
Net cash used in investing activities (1,321,053) (426,801)
Cash flows from financing activities
Proceeds from an equity share issue 2,900,000 338,010
Proceeds from issue of new debt 520,000 453,463
Interest paid 7 (16,250) -
Share issue costs (174,000) -
Net cash from financing activities 3,229,750 791,473
Net increase/(decrease) in cash and cash equivalents 524,341 (53,808)
Cash and cash equivalents at beginning of year 14 96,985 155,613
Exchange losses on cash and cash equivalents (402) (4,840)
Cash and cash equivalents at end of year 14 620,924 96,985
Notes to the financial statements
Year ended 31 December 2023
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.
Accounting policies
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
2023.
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.
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 IFRSs. 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.
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.
The Group generated a loss for the financial year of £1,716,423 (2022:
£619,597), net assets of
£3,680,971 (2022: £520,904) and a cash balance of £620,924 (2022: £96,985)
at the statement of financial position date.
In February 2023, Fulcrum Metals PLC completed the process of an IPO onto the
AIM market of the London Stock Exchange and raised £3.0 million in connection
with the admission of the company to fund the new Group. Fulcrum Metals
Limited will be funded by the Parent Company Fulcrum Metals PLC from the IPO
fundraise.
The company met its financial costs in the financial year ended 31st December
2023 by raising additional finance via Convertible Loan Notes amounting to
£520,000 at 31 July 2023 and the issue of shares amounting to £2,900,000
over the year. For a breakdown of issues of shares less transaction costs and
Warrants issued see note 22.
Funds are depleted as of April 2024 to a cash balance of £406,734 at 31 March
2024. The Directors are actively considering the next steps in relation to
securing further funds to finance the Group and its projects moving forward.
Having considered the risks and uncertainties of the business, their
projections for the future performance of the Company, and the current
uncertain economic environment, the Directors have referred to that fact the
Group will require further financial resources to conduct its planned
exploration activities, meet its committed licence obligations and cover its
general operating costs over the next 12 months. This represents a material
uncertainty over going concern but as the group conducted successful
exploration programmes in different projects and has confidence in securing
further financial resources , the Directors have a reasonable expectation that
the Company will continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the
financial statements.
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.
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.
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.
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.
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.
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.
Property, Plant & Equipment
Property, plant & equipment are initially recorded at cost, and are
subsequently stated at cost less any accumulated depreciation and impairment
losses.
Any property, plant & equipment carried at revalued amounts are recorded
at the fair value at the date of revaluation less any subsequent accumulated
depreciation and subsequent accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation,
is recognised in other comprehensive income and accumulated in capital and
reserves, except to the extent it reverses a revaluation decrease of the same
asset previously recognised in profit or loss. A decrease in the carrying
amount of an asset as a result of revaluation is recognised in other
comprehensive income to the extent of any previously recognised revaluation
increase accumulated in capital and reserves in respect of that asset. Where a
revaluation decrease exceeds the accumulated revaluation gains accumulated in
capital and reserves in respect of that asset, the excess shall be recognised
in profit or loss.
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.
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.
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.
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 receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
· the asset is held within a business model whose objective is to
collect the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of 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
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 exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
IV. Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity. On derecognition of a financial asset measured at amortised
cost, the difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
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 the 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.
Warrants
The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments.
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.
Changes in accounting policies
New standards, interpretation and amendments that are effective for the first
time for the financial year beginning 1 January 2023
IFRS 4 Amendments regarding the expiry date of the deferral approach IFRS 17
Insurance contracts
IFRS 17 Amendments regarding comparative information for initial application of IFRS
17 and IFRS 9
IAS 1 Amendments regarding disclosure of accounting policies
IAS 8 Amendments regarding the definition of accounting estimates
IAS 12 Amendments resulting from deferred tax assets and liabilities arising from a
simple transaction
New standards, interpretations and amendments effective from 1 January 2024:
At the date of authorisation of these financial statements, certain new
standards, amendments and interpretations to existing standards have been
published by the IASB and adopted by the EU but are not yet effective and have
not been adopted early by the Group. Management anticipates that all of the
relevant pronouncements will be adopted in the Group's accounting policies for
the first period beginning after the effective date of the pronouncement.
Information on new standards, amendments and interpretations that are expected
to be relevant to the Group's financial statements is provided below. Certain
other new standards and interpretations have been issued but are not expected
to have a material impact on the Group's financial statements.
IFRS 16 Amendments to clarify seller-lessee subsequently measured sale and leaseback
transactions.
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial
Information
IFRS S2 Climate-related Disclosures
IFRS 7 Amendments regarding supplier finance arrangements
IAS 1 Amendments regarding to the classification of liabilities with covenants as
either current or non-current.
IAS 7 Amendments regarding supplier finance arrangements
Judgements and key sources of estimation uncertainty
The preparation of the Group Financial Statements in conformity with IFRSs
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2023 of
£3,883,651 (31 December 2022 : £651,489 ): refer to Note 10 for more
information. The Group has a right to renew exploration permits and the asset
is only depreciated once extraction of the resource commences. Management
tests annually whether exploration projects have future economic value in
accordance with the accounting policy stated in 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 costs of extraction, long term metal prices, anticipated resource
volumes and supply and demand outlook. In the event that a project does not
represent an economic exploration target and results indicate there is no
additional upside, a decision will be made to discontinue exploration.
The directors concluded that an impairment charge of £153,732 (2022:
£23,930) was required as at 31 December 2023. See Note 10 for the directors'
assessment.
Valuation of convertible loan notes
The Group's convertible loan notes are classified as compound financial
instruments as at 31 December 2023. Compound financial instruments require the
company to assess the fair value of their debt component with reference to
open market interest rates for comparable debt excluding any equity
components. This requires judgment as to the applicable open market interest
rates.
Valuation of warrants
The Group has made awards of warrants issued to shareholders as part of their
subscription for shares and to suppliers for various services received.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have been
described in more detail in Note 19.
2. Operating loss
Operating loss is stated after charging/(crediting):
2023 2022
£ £
Depreciation of property, plant & equipment 520 510
Impairment of exploration and evaluation assets 153,732 23,930
Foreign exchange differences 66,673 12,031
Auditors' remuneration (note 3) 112,018 54,330
Staff Costs (note 4) 200,868 23,020
3. Auditors remuneration
2023 2022
£ £
Fees payable to the Company's auditor for the audit of the Group and Company 35,000 -
accounts
Fees payable to the auditor of the component Company's accounts 12,018 54,330
Total audit fees 47,018 54,330
Fees payable to the Company's auditor for acting as reporting accountant 65,000 -
Total non-audit fees 65,000 -
4. Employees
The average number of persons employed by the company during the year,
including the directors was 5 (2022: 4)
See Note 26 for directors' remuneration and key management compensation.
The aggregate payroll costs incurred during the year were:
2023 2022
£ £
Wages and salaries 191,037 20,816
Social security costs 9,831 2,204
200,868 23,020
5. Exceptional items
2023 2022
£ £
Exceptional items 646,708 268,056
These are legal and professional costs incurred relating to the Company's
admission to AIM.
6. Finance income
2023 2022
£ £
Other interest receivable and similar income 56,131 -
The finance income is related to the fair value movement on Convertible Loan
Notes.
7 Finance costs
2023 2022
£ £
Warrants granted 95,785 35,204
Convertible loan note related costs 42,377 61,998
138,162 97,202
8. Tax on loss
2023 2022
£ £
Tax on loss - -
Reconciliation of tax expense
The tax assessed on the loss for the year is higher than (2022: higher than)
the effective rate of corporation tax in the UK of 23.50% (2022: 19.00%
Standard Rate).
2023 2022
£ £
Loss before taxation (1,714,423) (619,597)
Loss multiplied by rate of tax (23.50% (2022: 19%)) (402,889) (117,723)
Unrelieved tax losses 188,547 62,873
Exceptional items (141,262) -
Share based payments (33,224) -
Impairment Provision (36,127) -
Effect of expenses not deductible for tax purposes (3,819) 54,850
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 £178,000 (2022: NIL).
9. Earnings per share
Group basic loss per share
2023 2022
Basic loss per share from continuing operations (pence per share) (0.037) (0.072)
The loss and weighted average number of shares used in the calculation of
basic loss per share are as follows:
2023 2022
£ £
Loss for the year attributable to the Group (1,714,423) (619,597)
No No
Weighted average number of ordinary shares in issue 46,104,782 8,617,944
Group diluted loss per share
Diluted loss per share from continuing operations (pence per share) (0.037) (0.072)
The loss and weighted average number of shares used in the calculation of
diluted loss per share are as follows:
2023 2022
£ £
Loss used in calculation of basic loss per share (1,714,423) (619,597)
Weighted average number of ordinary shares in issue (basic) No No
46,104,782 8,617,944
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.
10. Exploration and evaluation assets (Group)
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 licenses are held and maintained.
Once the pre-production phase has been entered into, the exploration and
evaluation assets will commence to be amortised.
Exploration & evaluation assets
£
Cost
At 1 January 2022 250,740
Additions 424,679
At 31 December 2022 675,419
Amortisation
At 1 January 2022
Impairment losses 23,930
At 31 December 2022 23,930
Carrying amount at 31 December 2022 651,489
Cost
At 1 January 2023 675,419
Additions 3,407,835
FX on opening asset balances -22,746
At 31 December 2023 4,060,508
Amortisation
At 1 January 2023 23,930
Impairment losses 153,732
FX on opening impairment balances -805
At 31 December 2023 176,857
Carrying amount
At 31 December 2023 3,883,651
At 31 December 2022 651,489
The impairment amounts noted above relate to the following three properties:
BeaverTrap 100% Impaired
Tocheri Lake 100% Impaired
Dog Lake 50% Impaired
The Directors have indicated that all efforts will be focussed on the future
expenditure on projects which are not at early stage and are further along in
the process. In noting this, the Directors have advised that the above three
projects - named will be fully impaired in relation to Beaver Trap and Tocheri
Lake and the Dog Lake project will be impaired by 50%. This impairment has
been recorded in the accounts of the Group for the year ended 31 December
2023.
During the year the Beaver Trap project was advanced to determine if there was
sufficient levels found. The directors noted that this project had yielded
poor results with little found and therefore will allow the licence to expire.
On this basis the directors have indicated that this asset should be fully
impaired.
The directors note that the work carried out at the Dog Lake project yielded
poor results, The exploration for gold across the northern claims has resulted
in poor outcomes and therefore the directors will allow the licences to
expire. The directors will keep the southern claims and submit a further
prospecting report. On this basis the directors have determined that the Dog
Lake project should be impaired by 50%.
The claim cells located at the Tocheri Lake project yielded little results and
the directors have advised that they will allow the licence to expire, on this
basis the project will be terminated and the asset has been impaired by 100%.
Regarding the rest of 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 FX movement on cost b/fwd Total impairment Carrying amount
£ Additions £ £ £
£
Jackfish Lake (Ontario) 183,539 133,014 (6,181) - 310,372
Dog Lake (Ontario) 63,717 29,417 (2,146) (45,494) 45,494
Syenite Lake (Ontario) 31,777 36,686 (1,070) - 67,393
Beavertrap (Ontario) 42,685 885 (1,437) (42,133) -
Carib Creek (Ontario) 45,211 26,455 (1,523) - 70,143
Tocheri Lake (Ontario) 49,538 41,360 (1,668) (89,230) -
Fontaine & Charlot Lake (Saskatchewan) 70,633 70,928 (2,379) - 139,182
Rongie Lake & Lost Lake (Ontario) 82,363 701 (2,774) - 80,290
South & North Neely Lake (Saskatchewan) 105,956 79,325 (3,568) - 181,713
Tully Gold Project (Ontario) - 557,053 - - 557,053
Charlot-Neely West (Saskatchewan) - 3,868 - - 3,868
South Pendleton (Saskatchewan) - 5,945 - - 5,945
Snowbird (Saskatchewan) - 28,945 - - 28,945
Teck-Hughes (Ontario) - 222,158 - - 222,158
Big Bear (Ontario) - 2,171,095 - - 2,171,095
675,419 3,407,835 (22,746) (176,857) 3,883,651
Some of the licenses held by the Group were due for renewal after the year
end. Renewal applications have been submitted and are presently pending. The
Directors expect that the renewals will be approved.
11. Property, Plant & Equipment (Group)
Property, Plant & Equipment (Group) Fixtures, fittings and equipment £ Total £
Cost
At 1 January 2022 - -
Additions 2,122 2,122
At 31 December 2022 2,122 2,122
Depreciation
At 1 January 2022 - -
Charge for the financial year 530 530
At 31 December 2022 530 530
Carrying amount at 31 December 2022 1,592 1,592
Cost
At 1 January 2023 2,122 2,122
Other movements (32) (32)
At 31 December 2023 2,090 2,090
Depreciation
At 1 January 2023 530 530
Charge for the year 520 520
At 31 December 2023 1,050 1,050
Carrying amount
At 31 December 2023 1,040 1,040
At 31 December 2022 1,592 1,592
12. Investments in subsidiaries
Company Company
2023 2022
£ £
Carrying amount of investments in subsidiaries 901,193 901,192
The movement within the year relate to the addition of the £1 investment in
Fulcrum Metals No.2
(Canada) Limited
Investment in group undertakings is stated at cost, which is the fair value of
the consideration price, less any impairment provision.
The interests in Group undertakings of the Company are listed below:
Name of undertaking Country of registration Class of Share Ownership Nature of business
Fulcrum Metals Limited Ireland Ordinary 100% Group administration
Fulcrum Metals No.2 (Canada) Limited, Canada Canada Ordinary 100% Mineral exploration
Mineral exploration Fulcrum Metals (Canada) Limited Canada Canada 100%* Mineral exploration
* Indirectly held by Fulcrum Metals Limited
13. Trade and other receivables
2023 2022 2023
£ £ £
Amounts owed by group undertakings - - 4,111,933
Prepayments and accrued income 21,612 512,737 19,431
Other receivables 21,336 17,906 10,013
42,948 530,643 4,141,377
14. Cash and cash equivalents
Group 2023 Group 2022 Company 2023
£ £ £
Cash at bank and in hand 620,924 96,985 81,733
15. Trade and other payables: Current
Note Group Company Company
2023 2022 2023
£ £ £
Convertible loan notes 18 - 113,366 -
Trade payables 48,237 139,501 14,602
Accruals 44,339 356,539 30,002
Social security and other taxes 6,753 50,399 6,753
Deferred consideration 17 35,612 - -
134,941 659,805 51,357
16. Trade and other payables: Non-current
Group Company Company
2023 2022 2023
Note £ £ £
Deferred consideration 17 213,271 - -
Director loan accounts - 100,000 -
Convertible Loan Notes 18 519,380 - 519,380
732,651 100,000 519,380
17. Deferred consideration
Group 2023 Group 2022
£ £
Current liabilities payable within 1 year
Amount due to Dunn Mining 35,612 -
35,612 -
-
Non-current liabilities -
Amount due to Dunn Mining -
Amount due in relation to Teck-Hughes 213,271 -
213,271 -
On 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.
Consideration was CAD$5,000 upfront, with a further final payment of
CAD$60,000 on or before 30th June 2024.
On 24th November 2023 Fulcrum Metals (Canada) Ltd agreed a deal with
Teck-Hughes to take an option on a 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.
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 to finance costs.
During the year ended 31 December 2023, payments of CAD$5,000 and CAD$15,000
were made to the optionors Dunn Mining and Teck-Hughes.
18. Convertible loan notes
The convertible loan notes (the "2021 CLNs") were issued by Fulcrum Metals
Limited ("FML") on 19 November 2021 at an issue price of £ 0.10 per note. The
notes were convertible into ordinary shares of FML at any time between the
date of issue of the notes and their settlement date. On 24 November 2022, the
2021 CLNs were converted into 2,339,829 shares at £0.10 per share.
On 5 July 2022, 28 September 2022, and 17 October 2022 FML issued CLNs to
investors to raise funds of £453,463 at a conversion price of 70% of the IPO
share price (the "2022 CLNs").
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 in 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 share 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 holder at any time prior to the Redemption Date, and secondly in
the case of the Trigger event occurring.
The net proceeds received from the issue 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:
Convertible loan notes
Group & Company Company
2023 2022
£ £
Opening Balance - 235,933
Convertible loan notes exercised - (235,933)
Proceeds of issue of convertible loan notes 520,000 453,463
Net proceeds from issue of convertible loan notes 520,000 453,463
Equity component (26,767) (398,817)
Amount classified as equity (26,767) (398,817)
Accrued Interest to 31 December 2023 26,157 -
Liability component due within one year
- 113,366
Liability component due over one year (including accrued interest) 519,380 -
Carrying amount of liability component at 31 December 2023 519,380 113,366
The table below reflects the reconciliation of the £520,000 present value if
the 15% discount rate was applied, and we have presented a sensitivity
analysis showing the effect if there was a 2% variation on the discount rate
assumption.
Interest rate (%) Present Value (£)
12% 520,000
13% 510,837
14% 501,914
15% 493,223
16% 484,756
17% 476,505
19. 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 submission.
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.
Warrants 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 0.185 263,513 06/08/2026 0.052 13,778
Total Warrants 4,361,079 288,122
Number of Warrants Weighted average exercise price (£) Weighted average remaining life
Brought forward 1 January 2022
Granted 1,289,564 - -
Brought forward 1 January 2023 1,289,564 0.2062 1 year
Granted 4,361,079 - -
Cancelled (1,289,564) - -
Carried forward 31 December 2023 4,361,079 0.1876 1.70 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 6 August 2023, which incurred a 4.89% risk free interest rate.
20. Financial instruments Group
Financial assets per Statement of Financial Position
31 December 2023 31 December 2022
Amortised cost FVTPL Total Amortised cost FVTPL Total
£ £
£ £ £ £
Other receivables - -
2,286 2,286
Cash at bank and in hand 620,924 - 620,924 96,985 - 96,985
623,210 - 623,210 96,985 - 96,985
Financial liabilities per Statement of Financial Position
31 December 2023 31 December 2022
Amortised cost FVTPL Total Amortised cost FVTPL Total
£ £
£ £ £ £
Trade payables 48,237 - 48,237 139,501 - 139,501
Convertible loan notes - - - 113,366 - 113,366
Accruals 44,339 - 44,339 336,539 - 336,539
92,576 - 92,576 589,406 - 589,406
Company
Financial assets per Statement of Financial Position
31 December 2023
Amortised FVTPL Total
cost
£ £ £
Amounts owed by group undertakings 4,111,933 - 4,111,933
Other receivables 2,286 - 2,286
Cash at bank and in hand 81,733 - 81,733
4,195,952 - 4,195,952
Financial liabilities per Statement of Financial Position
31 December 2023
Amortised cost FVTPL Total
£ £ £
Trade payables 14,602 - 14,602
Accruals 30,000 - 30,000
44,602 - 44,602
21. 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 2023, 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.
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.
22. Share capital
Issued, called up and fully paid
Number of Ordinary shares Share Capital Share Premium Total
£ £ £
On incorporation 2 0 -
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 Acquisition 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
On 10 October 2022, the Company was incorporated with two ordinary shares of
£0.01 each being issued.
On 24 November 2022, the owners of the entire issued share capital of FML (the
"Transferors") each entered into a Share Exchange Agreement with Fulcrum
Metals plc and FML, pursuant to which the Transferors transferred the FML
Shares held by each of them to Fulcrum Metals plc in return for consideration
of £901,191.83, which was satisfied by the issue and allotment of 19,099,228
Ordinary Shares in the capital in Fulcrum Metals plc to the Transferors
(credited as fully paid).
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 share.
On 14 February 2023, the Company announced it had 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 announced it had 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 in Ontario known as the Big Bear project and the
license pertaining to such claims.
On 14 February 2023, the Company announced it had 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 announced it had issued 101,749 ordinary shares
at a price of
£0.185, credited as fully paid, as consideration for finders fees.
23. Share option reserve
Group Warrants
reserve
£
At 1 January 2023 448,357
Issued in the year 288,122
Interest accrued -
Cancellation of options and warrants (448,357)
At 31 December 2023 288,122
Total Warrants Issued 288,122
24. Events after the end of the reporting period
On 15 January 2024 the Company announced a further update on its Saskatchewan
based exploration assets. Dahrouge Geological Consulting Limited ("Dahrouge"),
an Alberta-based group with wide experience in uranium project exploration and
evaluation, has completed 2023 year-end reports on Fulcrum's Charlot-Neely and
Fontaine Lake uranium properties which detail results of the positive 2023
prospecting and sampling programs carried out on both properties.
On 24 January 2024 the Company announced the start of a strategic sampling
programme at the Teck-Hughes gold tailings project ("Teck-Hughes"), Canada.
This milestone marks a significant step forward as the Company enters the
first phase of a testing and study agreement with Extrakt Process Solutions
LLC ("Extrakt"), which moves the Company closer to agreeing a licencing
agreement with Extract. Extrakt is a sustainable technology company using
separation technology to extract metals from tailings without the use of
cyanide.
On 30 January 2024 the Company announced that Fulcrum Metals (Canada) Ltd, has
signed a non-binding Letter of Intent (the "LOI") with TSX Venture Exchange
listed Global Energy Metals Corporation ("GEMC") for an option and royalty
agreement over the Company's Saskatchewan uranium properties. Under the terms
of the LOI, Fulcrum will receive, upon the entering into of a definitive
agreement, 5 million common shares in GEMC. In addition, a further
CAD$1million in cash and shares in GEMC would become payable to Fulcrum should
the option agreement be exercised by GEMC in the two-year option period. In
return, GEMC would receive, upon exercise of the Option, a 19.9% equity
interest in both Fulcrum's owned uranium properties and the uranium properties
for which Fulcrum has options over (if and when the options are exercised),
consisting of the Charlot-Neely, Fontaine Lake, Snowbird and South Pendleton
projects.
On 3 April 2024 the Company announced that it has entered into a non-binding
Letter of Intent ("LOI") with Terra Balcanica Resources Corp. (CNSX: TERA) , a
mining explorer with projects in Bosnia and Herzegovina and Serbia. Pursuant
to the LOI, Terra, through an Option Agreement, will be granted the option to
acquire a 100% interest in Fulcrum's uranium projects located in Saskatchewan,
Canada.
On 10 April 2024 the Company announced that Fulcrum Metals (Canada) Ltd has
entered into an option agreement to acquire a 100% interest in the Sylvanite
Gold Tailings project (Sylvanite), located in Kirkland Lake, Ontario, Canada.
Sylvanite, an ex-producing mine, is strategically located 3km from Fulcrum's
Teck-Hughes Gold Tailings project, the Company's first tailings investment
(see announcement released on 30 November 2023) and significantly expands its
footprint in the Kirkland Lake Gold Camp, one of the most productive gold
camps in Canada.
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.
25 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.
Directors' remuneration details are contained within Note 26. During the year
ended 31 December 2023 the following fees were paid to Directors' service
companies:
Year ended Year ended
31 December 31 December
2023 2022
Company Name Director £ £
CoMo Investment Solutions Mitchell Smith 20,319 -
Clive Garston, a director and shareholder of the company, provided consultancy
services in the amount of £Nil (2022: £5,322) to Fulcrum Metals (Ireland)
Limited.
The director loan accounts of both Aidan O'Hara £NIL (2022: £50,000) and
Ryan Mee £NIL (2022:
£50,000) were converted to Ordinary Shares on the date of IPO.
26 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:
Number 2023 2022
£ £
Ryan Mee 59,582 -
Aidan O'Hara 27,902 -
John Hamilton 26,690 20,816
Clive Garston 36,666 -
Mitchell Smith * - -
Alan Mooney 19,878 -
Salaries and other short-term employee benefits 191,037 20,816
Number of key management 5 5
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 25.
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