REG - Kodal Minerals PLC - Annual Results & Notice of AGM
29/08/2025 07:00
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RNS Number : 1355X Kodal Minerals PLC 29 August 2025
Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining
29 August 2025
Kodal Minerals plc
("Kodal Minerals", "Kodal" or the "Company")
Annual Results & Notice of AGM
Kodal Minerals, the mineral exploration and development company, is pleased to
provide its final results for the year ended 31 March 2025.
The Company's Annual Report and Accounts will be made available on the
Company's website www.kodalminerals.com (http://www.kodalminerals.com)
shortly. The Company's annual general meeting ("AGM") will be held at 2:30pm
on 30 September 2025 at Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan
Lane, London EC4R 3TT.
Operational Highlights:
Bougouni Lithium Project, Mali ("Bougouni" or the "Project") operated by
Kodal Mining UK Limited ("KMUK") in which Kodal has a 49% interest
· Completion of construction of Stage 1 Dense Media Separation ('DMS')
processing plant at Bougouni on time and within the US$65 million budget
o 'Power on' milestone achieve at Bougouni's power generation plant in
January 2025
o Construction of a new road to provide improved access for local
communities to Ngoualana village approximately 3km west of Bougouni completed
and received overwhelming support locally
o Limited level of further construction activity continued onsite with
remaining site works and development of site camp and facilities completed
since year end
· First spodumene concentrate product was achieved at Bougouni in
February 2025.
o By the end of July 2025 post period end, over 40,000 tonnes of spodumene
concentrate was produced
· The KMUK team continued to negotiate the finalisation of the Mining
Licence transfer to Les Mines de Lithium de Bougouni ("LMLB"), which completed
in April 2025 post period end together with the signing of a binding
Memorandum of Understanding ("MoU") with the Mali Government confirming the
migration of the Project to the 2023 Mining Code
· Kodal and KMUK advanced negotiations with our operating partner
Hainan Mining Co. Limited ("Hainan") to finalise an offtake agreement
with Hainan for 100% of the spodumene product from Bougouni, which was
completed on 30 June 2025 post-year end
· Further exploration and resource extension drilling was completed and
continues to highlight the significant potential for expansion of the Bougouni
resource
Gold portfolio:
· Kodal's exploration geologists visited the Fatou sites during the
year and developed an exploration targeting assessment to finalise planning of
exploration programmes
· Following the US$17.75 million investment by Hainan in Kodal in
November 2023, Kodal remains well funded to undertake the necessary
exploration at the Fatou prospect to advance towards a maiden mineral resource
estimate
· The licences in Côte d'Ivoire remain in good order, however delays
in permitting from the Forestry Commission prevented further exploration
progress
Financial and Corporate Highlights:
· Group operating loss of £2,446,000 after impairments and share based
payments (2024: £3,344,000)
· Group invested £133,000 in exploration and evaluation expenditure on
its gold projects (2024: £2,971,000) whilst the focus of the Group's efforts
were concentrated on completion of construction and first production at
Bougouni
· The value of the Group's investment into Kodal Mining UK Limited
('KMUK') was £21.4 million (2024: £31.2 million) as its share of KMUK's loss
for the period was £9.0 million (2024: £84,000), including the one-off
payment of US$15 million to the State of Mali under the MoU
· 25% decrease in the value of gold projects in Mali and Cote D'Ivoire
to £1,623,000 (2024: £2,162,000)
· 21% decrease in Group net assets to £45,584,000 (2024: £57,430,000)
· Cash balance of £16,888,000, an increase from the previous year's
level (2024: £16,327,000)
Commenting on the results, Kodal's CEO Bernard Aylward said:
"I am extremely proud of our significant achievements at KMUK's flagship
Bougouni Lithium Project over the past 12 months, from the commencement of
construction of the Stage 1 DMS processing plant in June 2024, to delivering
first production of lithium spodumene concentrate in February 2025.
"This is no small feat for a modest mineral development company, which only
acquired this asset in 2016 and has successfully advanced to production in
under ten years. I would like to thank the efforts and dedication of the
Project team on the ground at Bougouni for our wonderful success and I look
forward to witnessing our evolution into a fully-fledged lithium producer in
the coming year once we have been granted an export licence from the Mali
government and ramping up to nameplate capacity and production by the end of
2025.
"Lithium prices have had begun to show signs of stabilisation following the
depressed commodity price performance in 2024, and with the continued
government support for electric vehicles in the Chinese market through
government subsidiaries, we look forward to shortly confirming first shipments
of spodumene concentrate to supply Hainan's lithium hydroxide plant in China
once the export permit has been granted.
"I wish to thank all our loyal shareholders who have stuck by us during the
highs and lows of our development phase, and I look forward to delivering the
fruits of our hard labour to them in the months ahead."
**ENDS**
For further information, please visit www.kodalminerals.com
(http://www.kodalminerals.com) or contact the following:
Kodal Minerals plc
Bernard Aylward, CEO Tel: +61 418 943 345
Allenby Capital Limited, Nominated Adviser
Jeremy Porter/Vivek Bhardwaj Tel: 020 3328 5656
SP Angel Corporate Finance LLP, Financial Adviser & Joint Broker
Stuart Gledhill/Adam Cowl Tel: 020 3470 0470
Canaccord Genuity Limited, Joint Broker
James Asensio/Charlie Hammond Tel: 0207 523 4680
Burson Buchanan, Financial PR
Bobby Morse/Oonagh Reidy/Abigail Gilchrist Tel: +44 (0)20 7466 5000
kodal@buchanancomms.co.uk (mailto:kodal@buchanancomms.co.uk)
The exploration results and activity reported in this announcement have been
reviewed by Mr Bernard Aylward who is a Member of the Australasian Institute
of Mining and Metallurgy. Mr Aylward has sufficient experience that is
relevant to the style of mineralisation and type of deposit under
consideration and to the activity being undertaken to qualify as a Qualified
Person as defined in the AIM Note for Mining and Oil & Gas Companies dated
June 2009. Mr Aylward consents to the inclusion in this announcement of the
matters based on his information in the form and context in which it appears.
CHAIRMAN'S STATEMENT
I am delighted to present the Annual Report of Kodal Minerals plc ("Kodal" or
the "Company" and together with its subsidiaries and associate, the "Group")
for the year ended 31 March 2025.
This financial year saw the Group deliver on the construction of the Bougouni
Lithium Project ("Bougouni" or "the Project") and commence its strategy of
transitioning project developer to critical metals producer.
As detailed more in the Operational Review, significant progress on the
construction and development of the plant was made in the financial year by
the team at Kodal Mining UK Limited ("KMUK"), which owns the Bougouni asset
and in which Kodal has a 49% interest. Construction of the stage 1 Dense
Media Separation ("DMS") plant was successfully completed within the US$65m
capex budget and first lithium spodumene concentrate product was achieved
within forecast timescales in February 2025.
The relationship with our operating partner Hainan Mining Co. Limited
("Hainan"), a subsidiary of Fosun International Ltd ("Fosun"), has been
critical to the successful construction of the plant at Bougouni. The
US$100m funding from Hainan in the prior financial year has enabled the
successful completion of the stage 1 DMS plant on time and on budget and has
facilitated an expansion of the resource base at the mine. During the year,
we have finalised the terms of an offtake agreement between Kodal and Hainan
covering 100% of production of the Bougouni stage 1 DMS plant, which we
finalised post-period end. The agreement provides for Bougouni to supply
feedstock to Hainan's lithium hydroxide plant in China, a processing plant
commissioned in 2024 which produces 20kt of battery-grade lithium hydroxide
annually.
The successful completion of the stage 1 DMS plant at Bougouni is a key
stepping stone in our stated broader strategy of becoming a focused lithium
explorer and developer participating in the rapidly expanding global electric
vehicle and battery storage industries. Global electric vehicle sales are
expected to continue to grow, forecast to reach over 70 million vehicles
globally by 2040. We are excited to be part of this transition to cleaner
energy.
During the year we continued to assist KMUK in its liaison with the Mali
Government for the transfer of the mining licence to KMUK's local subsidiary,
Les Mines de Lithium de Bougouni SA ("LMLB"). We were delighted to receive
sign-off from the President of Mali in April 2025, marking the successful
completion of the transfer. Discussions continue with the Mali Government to
finalise the necessary permitting for the export of product from Bougouni.
We expect to be able to announce the granting of this permit very shortly.
Our positive engagement with the local community in Bougouni is crucial to the
ongoing success of the Project, and I am delighted with our team's continued
work over the past twelve months. Kodal continues to support key local
infrastructure requirements and during the year we have collaborated on a
number of initiatives, including the replacement of the local solar-powered
water pump, which supplies water to Ngoualana Village (near the Bougouni
Project) and our ongoing sponsorship of the teacher at the Kola-Sokoura
primary school. Further information on our community engagement activities
is given in our ESG report on page 22.
Outlook
Following successful production of the first spodumene concentrate at a grade
of over 5.3% Li(2)O earlier this year, the immediate target for the Bougouni
team is to undertake further refinements and modifications to the DMS plant,
achieve commercial production and consistently deliver 10,000 tonnes per month
of spodumene concentrate in line with the offtake agreement with Hainan.
Over the next year, the team will continue to focus on expanding the growing
resource at Bougouni towards our target of 50Mt of Li(2)O and, in particular,
testing the potential within the Boumou prospect to increase the stage 1 DMS
feedstock. At the same time, studies for a stage 2 flotation plant at
Bougouni are being updated, with the aim of advancing the next stage of the
Project in 2026. This work will seek to underpin a development strategy
which will maximise future production from Bougouni over an extended mine
life.
While maintaining our current focus on Bougouni, as part of our broader
strategy we are also actively seeking new opportunities in the lithium market,
both within West Africa and wider afield. We have enjoyed enormous support
from our shareholders over the years, and I want to extend my thanks and
gratitude for their continued interest in Kodal. We look forward to
providing regular updates for this exciting year ahead as Bougouni enters
commercial production.
Robert Wooldridge
Non-executive Chairman
28 August 2025
OPERATIONAL REVIEW
The year ended 31 March 2025 was a significant year in our journey towards
becoming Africa's next lithium producer as a 49% shareholder in the Bougouni
Lithium Project. By the year end, construction had been substantially
completed at Bougouni and the Project had achieved first lithium spodumene
concentrate production.
As the Bougouni Lithium Project continues to be the most important asset for
the Group, both in terms of management attention and impact on the financial
position, the main focus of this Operational Review is on the Bougouni
Project's progress.
Following completion of the Hainan investment in November 2023, the team in
Bougouni was able to progress the construction of stage 1 DMS processing plant
at a rapid rate. Commencing in June 2024, construction of the stage 1 DMS
plant was successfully completed within the US$65m budget and first lithium
spodumene concentrate product was achieved within forecast timescales in
February 2025. In addition, further exploration and resource extension
drilling was completed and continued to highlight significant potential for
expansion of the Bougouni resource. A summary of progress is provided below.
Bougouni Operations
Construction and Plant Optimisation
Commissioning of the Project was substantially complete by the year end with
the DMS processing plant operating at steady state with consistent throughput
and ongoing minor optimisation work remaining. Importantly, plant availability
and forecast mining rates were achieved by the year end, and at times are
exceeding expectations. Improvements and modifications to the plant made
during the commissioning phase resulted in improved production; by the end of
July 2025, over 40,000 tonnes of spodumene concentrate had been produced,
representing approximately four months of production. The stockpile
continues to grow as we await the imminent export permit approval.
A small amount of construction activity continues at the Project with
remaining site works and construction of the site camp and associated
facilities having been completed since the year end. Construction of a new
road to provide improved access for the local communities to the village of
Ngoualana (located approximately 3km west of the Bougouni Lithium Project) has
been completed, which has received overwhelming support locally.
Mining Activity
The open-pit mining activities have continued to progress smoothly and are
running continuously with day and night shifts deployed. The building of the
ore stockpile has continued with over 220,000 tonnes of ore at the year end
grading on average 1.17% Li(2)O at the run-of-mine pad ready for crushing
and processing. This represents approximately 2.5 months of ore processing
and provides the advantage that production ramp up will not be hampered by
insufficient mined ore.
Mineral Resources
The current Joint Ore Reserves Committee ("JORC") compliant Mineral Resource
Estimate ("MRE") at Bougouni is 31.9Mt at 1.06% Li(2)O following the addition
of 10.6Mt in 2023. The JORC (refer notes below) compliant Mineral Resource
estimate for the Bougouni Lithium project, including the Sogola-Baoulé,
Ngoualana and Boumou prospects is tabulated below:
Prospect Indicated Inferred Total
Tonnes Li(2)O% Contained Li(2)O Tonnes Li(2)O% Contained Li(2)O Tonnes Li(2)O% Contained Li(2)O
(Mt) Grade (kt) (Mt) Grade (kt) (Mt) Grade (kt)
Ngoualana 3.2 1.19 38.0 3.5 0.82 28.5 6.7 1.00 66.7
Sogola-Baoulé 8.4 1.09 91.9 3.8 1.13 42.8 12.2 1.10 134.8
Boumou 13.1 1.04 135.8 13.1 1.04 135.8
TOTAL 11.6 1.12 129.9 20.4 1.02 207.1 32.0 1.06 337.3
Notes:
These mineral resources are reported in accordance with the Australasian Joint
Ore Reserves Committee Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves 2012 (the "JORC Code" or "the Code"). The Code
sets out minimum standards, recommendations and guidelines for Public
Reporting in Australasia of Exploration Results, Mineral Resources and Ore
Reserves.
Sogola-Baoulé resource estimate unchanged from 2019. A 0.5% Li(2)O lower
cut-off applied, and resource wireframe defined by a 0.3% Li(2)O selected
boundary. Estimate completed utilising Surpac software.
Ngoualana resource estimate reported utilising a 0.5% Li(2)O lower cut-off.
All pegmatite mineralisation modelled including zones of waste material for a
fully diluted model. Estimate completed using Leapfrog modelling software.
Boumou resource reported using a 0.75% Li(2)O lower cut-off. All pegmatite
mineralisation modelled including zones of waste material for a fully diluted
model. Estimate completed using Leapfrog modelling software.
Figures in table may not sum due to rounding. The contained metal is
determined by the estimate tonnage and grade.
The JORC code Table 1 with details of the resource estimate parameters is
available to view on the Company's website at www.kodalminerals.com.
Initial work indicates there is significant upside potential from
Sogola-Baoulé, Boumou and unexplored Kola-Sokouro and Bougouni South
deposits.
In September 2024, further RC drilling results were received for the Boumou
prospect drilling campaign completed in April and May. The programme
consisted of 18 RC drill holes for a total of 3,234m. The drilling targeted
further westward extensions of the wide pegmatite bodies intersected in
the March 2023 drilling campaign.
Assay results received from four RC holes targeting the western extension of
the ore body highlighted a zone of strong alteration and faulting that has
resulted in the thinning of the pegmatite bodies and loss of lithium
mineralisation. This is consistent with the geological interpretation that
highlighted wide continuous pegmatite bodies up to a marked north-south
oriented creek, that was interpreted to be associated with a fault
structure.
Exploration and development diamond drilling continued at the Boumou prospect
during the year with two diamond drill rigs completing 19 drill holes for
4,297m targeting infill and definition of the pegmatite bodies. Geological
review of the diamond core indicates continuity of wide zones of spodumene
rich pegmatite intrusions confirming the geological interpretation and
previous drilling information. Assay results were received post-year end with
further results remaining pending. Wide, high-grade extensions returned at
Boumou included 52m at 1.51% Li2O from 175m in drill hole KLRC210 and 32m at
1.11% Li2O from 93m in drill hole KLRC212. An update of the Boumou prospect
JORC mineral resource estimate will be undertaken following receipt of
remaining assay results and geological interpretation.
The Boumou prospect, centrally located within the Bougouni mining licence
area, is expected to be key to the future development strategy to maximise
future production from the stage 2 flotation plant at Bougouni. Samples have
been selected for a Boumou specific metallurgical testwork programme, and both
the DMS and flotation process routes will be explored. The potential for some
parts of the Boumou deposit to feed the existing DMS facility could provide
additional life for this stage 1 installation. By the end of 2025, we are
targeting an increase in the global MRE to 50Mt Li2O.
Processing
Bougouni will be developed through a two-stage development strategy: Stage 1
through processing ore from the Ngoualana deposit at the DMS process plant
currently ramping up; and stage 2 through processing ore from the Boumou and
Sogola-Baoulé deposits (and possibly part of the Boumou deposits) through a
flotation plant.
Further work will be undertaken in the year ahead to update the studies for a
stage 2 flotation plant at Bougouni. In order to maximise future production,
the development strategy is being staged with stage 1 DMS running from 2025 to
2028, while the stage 2 flotation plant commences operations thereafter,
running until 2036. The capital expenditure requirement for the stage 2
flotation plant is forecast to be in the region of US$175m - US$200m, to be
funded from the cash flows generated from the stage 1 DMS operations.
Mining Licence Transfer
In 2022, the State of Mali (the "State") initiated an audit of the mining
sector, including a review of existing mining conventions for existing mines.
In August 2023, the State issued a new Mining Code (the "2023 Mining Code")
and later in that year established a commission comprised of Malian Government
advisors and representatives (the "Commission") which was tasked with
negotiating certain aspects of existing mining conventions and clarifying the
application of the 2023 Mining Code to both existing and new mining projects.
In July 2024, the State finalised and issued the Implementation Decree for the
2023 Mining Code, which included certain details relating to economic
parameters not previously included in the 2023 Mining Code.
The KMUK team has conducted meetings with the Commission to finalise the
transfer of the Bougouni mining licence and confirm the Hainan Transaction
that is supporting the development of the Bougouni Lithium Project. KMUK and
the State entered into a binding memorandum of understanding (the "MoU") to
finalise the transfer of the Project mining licence to the established mining
company Les Mines de Lithium de Bougouni ("LMLB"). The MoU agreed between the
parties confirms the migration of the Project to the 2023 Mining Code whilst
confirming rights relating to various customs and tax exemptions for the
Project.
The material terms of the MoU are:
· Migration of the mining licence to the 2023 Mining Code, with the
State confirming the transfer of the licence to LMLB (a subsidiary of KMUK)
with an initial validity period of 10 years, and upon expiry the State
undertakes to renew the licence according to the conditions of the mining code
in force on the date of renewal.
· The State has confirmed the customs exemptions for the construction
of the operation:
a) Temporary admission, on a pro rata temporis basis, free of charge, of
vehicles, machinery and plant, heavy machinery, and other property placed
under this regime and included in the mining list;
b) Exemption from all import duties and taxes payable on tools, oils and
greases for machines necessary for their activities, petroleum products, spare
parts (except those intended for passenger vehicles and all vehicles for
private use), materials and equipment, machinery and appliances intended to be
permanently incorporated into works and included in the mining list, covering
only the needs of the construction phase; and
c) The goods and products referred to in points (a) and (b) shall be
valued, by common agreement by the parties, to determine the remaining needs.
· The State and national investors will have an equity interest in LMLB
of 35% through the issue of new shares, the acquisition of which has been
calculated in accordance with the provisions of the 2023 Mining Code. The
State always had an initial 10% free participation right in the Project and
the agreed acquisition price for the additional 25% of new equity is
approximately US$4.3 million. The 35% equity interest holds priority rights,
including preventing the State and national investors' interest from being
diluted below 35% in the event of any capital increases in LMLB. It is noted
that the KMUK partners retain the right to recover all capital investment and
intercompany loans from the operation as a priority.
· Implementation of a shareholders' agreement to ensure that the board
of LMLB will have at least four directors on behalf of the State, including
two independent directors.
· The MoU confirms the approval of all agreements relating to the
Hainan Transaction and an associated payment by KMUK to the State of US$15
million (now fully settled) payable in cash as follows:
- US$7.5 million within five days of the signing of the MoU; and
- US$7.5 million by 31 March 2025.
The KMUK team continued to negotiate the finalisation of the Mining Licence
transfer to LMLB. All formalities required by the administrative process and
all payments required under the MoU have been signed off by the Ministers of
Mining and Finance. We were delighted to announce on 17 April 2025 that the
application for transfer had received the signature of the President of Mali,
Assimi Goïta, and the transfer of the Mining Licence to LMLB had been
completed.
Discussions continued to finalise the necessary permitting for the export of
the spodumene concentrate produced at Bougouni to enable the export of
spodumene content to the Ports of Abidjan and San-Pedro in Côte d'Ivoire
and then to China.
Offtake Agreement
During the year, Kodal and KMUK continued negotiations with Hainan to
finalise an offtake agreement with Hainan for 100% of the spodumene product
produced at the Bougouni Lithium Project. On 30 June 2025 we announced that
the offtake agreement had been signed. The key terms of the agreement are as
outlined below:
· The offtake agreement finalised for 100% of spodumene concentrate
produced by the DMS processing plant at Bougouni to be purchased by Hainan.
· The initial offtake agreement is for a four-year term with the
commencement date set at the receipt of the Mali Government export permit.
· Spodumene concentrate price to be referenced to the Shanghai Metals
Market published price for 6% spodumene concentrate, which is a cost,
insurance and freight ("CIF") price for delivery in China.
· The final price received by LMLB takes into consideration price
adjustments based on grade and quality of material delivered and a calculated
conversion of the free-on-board price to CIF price at the loading port
in West Africa.
· The offtake agreement pricing will be subject to a floor price. The
floor price for the initial period of export is suspended and the parties are
negotiating an agreed floor price to take effect from 1 January 2026.
· Parties to agree an annual quantity and schedule with an expected
minimum of 8,000 wet metric tonnes to be shipped each month.
· LMLB will receive an initial payment upon loading of a shipping
vessel with spodumene concentrate at the export port in West
Africa equivalent to 95% of the value of the shipment, with the remaining 5%
due on delivery and confirmation in China.
· The offtake agreement is a "take or pay" agreement where LMLB must
supply the spodumene exclusively to Hainan, and Hainan must purchase and
take delivery of, or pay for, an agreed annual quantity.
· A procedure for sampling, assay and weighing of the spodumene
concentrate will be completed at the mine site upon departure from Bougouni,
at the loading port prior to loading and final confirmation at the destination
port in Hainan.
· The product quality required has been specified for Li(2)O content,
levels of iron impurity and moisture content and these items will be measured
in the sampling procedures.
· The offtake agreement provides for dispute resolution should
variations in the assay grade and weight arise.
Bougouni Community Relations
Strong relations with the Malian government are key to our success at
Bougouni. KMUK's management team in Bougouni hosted a delegation from
the Department of Mines on 3 April 2025, who were accompanied by two
special advisers of the President of Mali. The delegation requested and were
provided with a tour of the site, along with a presentation advising the
status of the Project, and a demonstration of KMUK's commitment to
prioritising local Malian suppliers and personnel.
KMUK was able to highlight the local content achievements and demonstrated the
high percentage of local contractors and labour engaged at the Project site.
At the year end, out of a total workforce of 608 at the Bougouni Lithium
Project (including contractors), 573 were Malian (94%). Amongst that
number, we are pleased to report that a total of 292 were recruited from the
local community.
Our positive engagement with the local community in Bougouni is crucial to the
ongoing success of the Project, and I am delighted with our team's continued
work over the past twelve months. Kodal continues to support key local
infrastructure requirements and during the year we have collaborated on a
number of initiatives, including the replacement of the local solar-powered
water pump, which supplies water to Ngoualana Village (near the Bougouni
Project) and our ongoing sponsorship of the teacher at the Kola-Sokoura
primary school. Further information on our community engagement activities
is given in our ESG report on page 22.
Market Outlook
Lithium prices are anticipated to stabilise in 2025/26 following a significant
downturn over the past two years. Lithium spodumene concentrate 6% ("SC6")
pricing began to show signs of stabilising in early 2025 to ranges ot
$850-900/Mt following a relatively depressed performance during 2024.
China's electric vehicle market, bolstered by government subsidies, is
expected to drive demand through 2025 and analysts predict a supply deficit by
2026, which could exert upward pressure on prices. Canaccord Genuity, the
Group's joint broker, is forecasting a lithium SC6 price of US$1,000 per tonne
for Q1 2026.
Kodal Minerals Gold Assets
Kodal retains a portfolio of gold focussed exploration assets in Mali and
Côte d'Ivoire. Kodal's management has continued to review the projects with a
particular focus on the legal ownership, the age of concessions and
prospectivity and ensures that all government compliance, reporting and fees
are kept up to date and that future expenditure on the projects is in line
with the Company targets.
Exploration Concession Review
The Company's gold projects have been reviewed, and the table below contains
the assets on which the Company will focus future exploration activity in Mali
and Côte d'Ivoire.
Table of Concessions - Kodal Gold Concessions in West Africa:
Tenements Country Kodal Economic Ownership Project Validity
Fininko Mali Agreement in place giving right to acquire 100% ownership through staged Fatou Project First renewal granted by Arrêté number 2021-2876/MMEE-SG of 6 August 2021
payments.
for a period of 3 years. Application for second three-year renewal has been
Gold Exploration lodged, and all fees and taxes have been paid. Renewal approval pending
Kodal has completed staged payments to earn 90% beneficial interest in the following lifting of moratorium.
concession. To earn final 10% interest Kodal is required to finalise a
Mineral Resource estimate update and Feasibility study and a final cash
payment.
Kodal has a first right of refusal on any proposed sale of the vendors
interests.
Foutiere Mali Agreement giving right to acquire 90% ownership through staged payments. Fatou Project Arrêté number 2017-0170/MM-SG of 2 February 2017 for a period of three
years.
Kodal has completed the payments and is the beneficial owner of 90% of the Gold Exploration
concession and has the right to transfer the title to its name. Application for second three-year renewal has been lodged, and all fees and
taxes have been paid.
Kodal has a first right of refusal on any proposed sale or transfer of the
remaining 10% interest and can move to 100% ownership Renewal approval pending following lifting of moratorium.
Niéllé Côte d'Ivoire 100% direct ownership Gold Exploration On 8 March 2023 the Company received a further 2-year extension of the
Niéllé concession with Decree number No. 000298 MMPE/DGMG/DCM. The Nielle
licence remains valid and shown on the Côte d'Ivoire cadastral map at date of
reporting. An application for an additional extension of term has been
lodged with the Côte d'Ivoire DMGM. See comments below regarding renewal.
Boundiali Côte d'Ivoire 100% direct ownership (under application) Gold Exploration Licence application submitted and in process. Application updated during
2020, and application remains in good standing. See comments below regarding
renewal.
M'Bahiakro Côte d'Ivoire 100% direct ownership Gold Exploration Licence application submitted and in process.
(under application) Application updated during 2020, and application remains in good standing.
See comments below regarding renewal.
The licences in Côte d'Ivoire remain in good order, however they have been
extended beyond their usual term and there is therefore a risk that further
renewals will not be granted. As a result of delays in permitting from the
Forestry Commission we have been unable to progress exploration in our Ivorian
projects. As a result, we have assessed that we should make a provision
against those licences and an impairment of £641,000 (2024: £1,572,000)
has been recognised in the year.
Gold Exploration Strategy
Following the US$17.75 million investment by Hainan in Kodal in November 2023,
Kodal remains well funded to undertake the necessary exploration at the Fatou
prospect to advance this project towards maiden minerals resource estimates.
Kodal's exploration geologists have visited the Fatou sites during the year
and developed an exploration targeting assessment to finalise planning of the
exploration programmes.
Previous exploration at the Fatou project completed between 2009 and 2014
targeted limited areas of artisanal workings and concluded an historical
resource estimate of approximately 350,000 ounces of gold. Kodal geologists
have outlined additional extensions to the historic exploration drilling as
well as identifying new priority areas. The Group has completed one
exploration drilling programme that returned drill intercepts of 23m @ 1.63
g/t Au from 82m, and 6m @ 1.49 g/t Au from 40m.
Conclusion
The year to 31 March 2025 saw Kodal's transition from explorer to producer of
high quality spodumene concentrates and I look forward to reporting on
commercial operations at Bougouni.
Finally, I would like to recognise the important contributions of all our
stakeholders and partners this year and thank them for their support. Along
with them, I look forward to our continued progress and success.
Bernard Aylward
Chief Executive Officer
28 August 2025
FINANCE REVIEW
Results of operations
For the year ended 31 March 2025, the Group reported an operating loss of
£2,446,000, including share-based payment costs of £217,000 (2024:
£242,000) and impairment of exploration and evaluation assets of £641,000
(2024: £1,572,000), compared to a loss of £3,344,000 in the previous
year.
During the year, the Group invested £133,000 (2024: £2,971,000) in
exploration and evaluation expenditure on its Gold projects. Following the
impairment review and after taking account of the effects of foreign exchange
, the carrying value of the gold projects in Mali and Côte d'Ivoire decreased
from £2,162,000 to £1,623,000.
Kodal continues to hold significant influence over Kodal Mining UK Limited
("KMUK") and is able to participate in the financial and operating decisions
of KMUK through its two appointed board members. As a result, KMUK is
recognised as an associate by Kodal and Kodal's share of the profit or loss of
KMUK is shown in the consolidated statement of comprehensive income. The value
of Kodal's investment in KMUK as at 31 March 2025 was £21.4 million (2024:
£31.2 million) and its share of KMUK's loss for the period was £9.0 million
(2024: £84,000). KMUK's loss for the year included the one-off payment of
US$15m to the State of Mali under the MoU.
For the year ended 31 March 2025, the Group reported a currency translation
loss of £1,075,000 (2024: £3,000 gain). This arose primarily on the carrying
value of the Group's 49% share of the net assets of KMUK which are denominated
in US Dollars.
During the year, the Group reported interest income of £247,000 on its cash
deposits (2024: £28,000), in addition to accrued interest of £166,000 on its
loan balance with KMUK (2024: £65,000).
Cash balances as at 31 March 2025 were £16,888,000, an increase of £561,000
on the previous year's level of £16,327,000. Net assets of the Group at the
year end were £45,584,000 (2024: £57,430,000).
Financing
During the year, the Company has raised £24,000 from the exercise of warrants
in May 2024 and the repayment of loans.
Going concern and funding
The Group is still in the exploration and development phase of its business
and the operation of the Group are currently being financed by funds which the
Company has raised from the issue of new ordinary shares and the repayment
of loans.
The Directors have prepared cash flow forecasts for the period ending 31 March
2027. The forecasts include additional exploration expenditure for the
Group's gold assets, as well as covering ongoing overheads and the potential
requirements for shareholder funding of KMUK. The forecasts show that the
Group has sufficient cash resources available to allow it to continue as a
going concern and meet its liabilities as they fall due for a period of at
least twelve months from the date of approval of these financial statements
without the need for a further financing. As at 28 August 2025, the Group
had cash at bank amounting to £15,929,000. Accordingly, the financial
statements have been prepared on a going concern basis.
Utilising key performance indicators ("KPIs")
The following KPIs are used by the Group to assist it in monitoring its cash
position and assessing costs and exploration and development activities:
KPI 31 March 2025 31 March 2024
Cash and cash equivalents (a) £16,888,000 £16,327,000
Administrative expense (b) £1,588,000 £1,389,000
Exploration and evaluation expenditure (c) £133,000 £2,971,000
The directors have provided more information on the state of the Group's
financing and operational activity above.
a. 'Cash and cash equivalents' is used to measure the Group's financial
liquidity. Cash and cash equivalents have increased by £561,000 in the year
as a result of the partial repayment of loans by KMUK, offset by
administrative expenses and exploration and evaluation expenditure.
b. 'Administrative expenses' is used to measure the Group's administrative
costs and operating results. In 2024, 'Administrative expenses' monitored as
a KPI above excluded one-off legal fees relating to the Hainan funding
transaction. 'Administrative expenses' for the year were £1,588,000, an
increase of £199,000 on the comparable figure from previous year. Group
corporate activity in the UK has remained similar to last year and the Group
has continued to run the offices in Mali and Côte d'Ivoire.
c. 'Exploration and evaluation expenditure' is used to measure expenditure
on the Group's gold projects. Exploration and evaluation expenditure in the
year was £2,838,000 lower than prior year. In prior year, investment in the
Bougouni Lithium Project continued until November 2023 when ownership of the
Project was transferred to KMUK. Expenditure after that date focussed on the
Group's gold assets which has continued at a lower level.
As the Bougouni Lithium Project entered the development phase, KPIs were used
by the Board to assist in tracking progress in the development of the plant,
including monitoring performance against the production timetable and forecast
construction spend. Construction of the stage 1 DMS plant was successfully
completed within the US$65m budget and first lithium spodumene concentrate
product was achieved within forecast timescales in February 2025.
Going forward, as Bougouni enters commercial production, additional KPIs will
be adopted by the Board to assist in tracking KMUK's operational performance,
including:
· Mining and Production targets in line with nameplate capacity of
plant and achieving 10,000t of spodumene concentrate per month
· Targeting cost of production to be in lowest quartile compared to a
range of producing mines and operations
· Health, Safety and Environmental management with a focus on ensuring
best management practice of the operation and ensuring safety of all workers
involved in our operations
· Future Development of the Bougouni Lithium project through the
expansion of the Mineral Resource and Reserves. A key target is the review and
development of a stage 2 flotation plan feasibility assessment.
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and trade and other
payables. It is, and has been throughout the year under review, the Group's
policy that no trading in financial instruments shall be undertaken. The main
risks arising from the Group's financial instruments are liquidity risk, price
risk and foreign exchange risk. The Board reviews and agrees policies for
managing each of these risks and they are summarised below.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash reserves
to fund the Group's exploration and operating activities. Management prepares
and monitors forecasts of the Group's cash flows and cash balances monthly and
ensures that the Group maintains sufficient liquid funds to meet its expected
future liabilities. The Group intends to raise funds in discrete tranches as
required to provide sufficient cash resources to manage the activities through
to revenue generation.
Price risk
The Group is exposed to fluctuating prices of commodities, including lithium
and gold, and the existence and quality of these commodities within the
licence and project areas. The Directors will continue to review the prices of
relevant commodities as development of the projects continues and will
consider how this risk can be mitigated as development of the projects
continues. In particular, for the Bougouni Lithium Project, the Company and
KMUK remain exposed to fluctuations in the price of spodumene for which there
is little opportunity to mitigate price risk through forward sales or other
financial instruments.
Foreign exchange risk
The Group operates in a number of overseas jurisdictions and carries out
transactions in a number of currencies including Sterling, CFA Franc, US
dollars and Australian dollars. The Group does not have a policy of using
hedging instruments but will continue to keep this under review. The Group
operates foreign currency bank accounts to help mitigate the foreign currency
risk.
Principal risks and uncertainties
The Group is exposed to a number of risks which it seeks to mitigate as set
out in the table below:
Risk description Risk assessment Impact on strategy Mitigating actions
COMPLIANCE RISKS
Licensing and title risk There is a risk that negotiations with a government in relation to the grant,
renewal or extension of a licence may not result in the grant, renewal or
The Group's exploration and future development opportunities are dependent Medium extension taking effect prior to the expiry of the previous licence period, The Group complies with existing laws and regulations.
upon maintaining clear tenure and access to licences as well as ensuring the and there can be no assurance of the terms of any extension, renewal or grant.
relevant operation licences, permits and regulatory consents are valid. The
licences and regulatory permits may be withdrawn or made subject to
limitations.
The Group ensures that the regulatory reporting and the government compliance
requirements for each licence are met.
The granting of licences and permits are a practical matter subject to the
discretion of the applicable government or government office. The The Group regularly monitors the good standing of its licences.
interpretations, amendments to existing laws and regulations, or more
stringent enforcement of existing laws and regulations could have a material
adverse impact on the Group's results of operations and financial condition.
The Group is maintaining regular correspondence with the Mali government and
has successfully secured the transfer of the Mining Licence for the Bougouni
Lithium Project to KMUK.
The Group retains licences in Mali and Côte d'Ivoire requiring renewal or
progress from application to granted licence. The Group remains in
communication with the Government officials and notes that there is no
certainty for retention of licences.
ENVIRONMENTAL RISKS
Climate risk
Climate change is an issue that can affect our business through regulations to Medium Climate change will impact on a changing demand for the commodities we KMUK's ESIA considers air quality, water and waste-water management, energy
reduce emissions, extreme climactic events and changing energy costs. produce, both positively and negatively. sources, waste and hazardous materials management, as well as potential
ecological impacts. The results formed part of the preliminary feasibility
study.
Extreme climactic events may impact on our ability to operate our business and
may increase physical risks to our assets, for example to due flooding or
water scarcity. The KMUK team continue to monitor the operational area and the project design
to ensure the impact of potential climate change events is managed, and
improvements to greenhouse gas emissions and energy sources are also
considered.
FINANCIAL RISKS
Capital risk
As the Bougouni Lithium Project entered the development phase, KMUK has Medium If the Group is unable to obtain additional financing as needed, some Kodal's CEO and Operations Director are on the board of KMUK and are closely
significant contracted financial commitments. Working capital issues may interests may be relinquished, and / or the scope of the operations reduced. involved in the financial management of KMUK. In addition, the Board
arise for KMUK in the event of project delays and/or unbudgeted overspends.
regularly reviews the progress of the Bougouni Lithium Project against budget
Depleted cash resources in KMUK may require the shareholders to invest more and schedule to ensure that it is on target.
funds to ensure that the Bougouni Lithium Project reaches production.
The Board regularly reviews the levels of discretionary spending on capital
items and exploration expenditure within the Group's projects. This includes
regularly updating working capital models, reviewing actual costs against
budget and assessing potential impacts on future funding requirements and
performance targets.
FINANCIAL RISKS
Commodity risk
As a resource company, the achievement of our strategic aims is dependent on Medium The earnings of KMUK are dependent on the prevailing spodumene price, which is Maintaining focus on cost discipline and achieving operational efficiency to
the prices of our main commodities, being lithium and gold. influenced by a number of external factors, including the supply and demand increase KMUK's resilience to lower commodity prices.
for lithium products and global political and economic conditions.
Significant falls in the price of spodumene could have a severe impact on
Kodal's financial performance, through the earnings it will receive from KMUK,
and hence could impede shareholder returns.
OPERATIONAL RISKS
Operational delivery risk
The Bougouni Lithium Project is operated through KMUK, in which the Group is a Medium If the management team is unable to manage the increased operational risks, To help manage the operational risk and work in partnership with Hainan, our
minority shareholder and does not have control over matters such as costs the Bougouni Lithium Project may not be delivered on schedule and/or within CEO and Operations Director are on the board of KMUK.
associated with development or adherence to schedule. budget.
The Operations Director spends large amounts of his time in Mali and
participates in the day-to-day decision making.
As the Bougouni Lithium Project enters the production phase, KMUK will be
entering into a significant number of new contracts, which mean that the
project will be dependent on the performance of third parties. In addition, The operation of KMUK is governed by a shareholder agreement between the
the project will be employing a large workforce and its success will depend on Hainan Group and Kodal, with key decisions requiring the approval of
the team's ability to recruit and retain key staff members. shareholders.
OPERATIONAL RISKS
Mineral resource risk
The Group's associated undertaking KMUK has reported Mineral Resources for its Medium There can be no assurance that the anticipated tonnages or grades will be The Mineral Resource estimates are prepared by third party consultants who
Bougouni Lithium project in West Africa. Any estimates will be based on a achieved. have considerable experience and are certified by appropriate bodies.
range of assumptions, including geological, metallurgical and technical
factors.
Mineral Resources are reported as general indicators and should not be
interpreted as assurances of minerals or the profitability of current or
future operations.
STRATEGIC RISKS
Exploration risk
The Group maintains exploration assets in Mali and Côte d'Ivoire and the High Significant risk exists within technical, legal and financial aspects of the The Group ensures that there is regular review of projects, expenditure and
future success of the Company is dependent on the discovery and/or acquisition exploration for and the development of mines, which may have an adverse effect exploration activity to maintain focus on targets and ensure best possible
of new mineral reserves and mineral resources and the successful development on the Group's business. There is no assurance that the Group's exploration information in the decision-making process to focus resources and expenditure
of mines therefrom. and potential future development activities will be successful, and upon key exploration and development targets.
statistically few properties that are explored are ultimately developed into
profitable producing mines.
STRATEGIC RISKS
Political risk
The Group has significant activities in Mali and Cȏte d'Ivoire in West High Government policy in the countries in which the Group operates can be The Company's projects located in the south of Mali remain peaceful, however
Africa. The success of the Group will be influenced by the legal, political unpredictable, and the institutions of government and market economy may be the Company maintains regular security reviews and communication with Malian
and economic situation in Mali, Cȏte d'Ivoire and the wider African region. unstable and subject to rapid change, which may result in a material adverse officials to ensure the safety of all our people.
effect on the Group's operations.
Countries in the region have experienced political instability and economic
uncertainty in the past.
The Company maintains communications with the Government at the national
The renewal of exploration and exploitation licences is an area of risk given Ministry level and local levels to ensure that the Company's interests are
the countries in which the Group operates. Whilst the Group has in place legal promoted and protected where possible. The Company has maintained all
In general, the security risk in Mali remains high. The security situation titles on the assets in its portfolio, there remains a risk to the Group that regulatory compliance to ensure concessions and operations remain in good
in the northeast of the country and neighbouring Burkina Faso and Niger changes within regimes could put the ownership of these assets at risk. standing.
remains volatile with increased terrorist activities and civil unrest.
The ability of KMUK to export product depends on its ability to secure an The Company is monitoring the new position of the Mali Government. The
In Cȏte d'Ivoire, the political situation has been calm since 2011. The export permit from the Malian Government. Without such a permit KMUK will be potential impact on the Bougouni lithium operation and current import and
election in 2015 returned the government of President Ouattara with increased unable to generate income. export routes, tax concessions and possible currency risk continue to be
popular support and on 31 October 2020 President Ouattara was returned for a
investigated. The Company continues to operate under existing laws and
further 5-year mandate. practices.
The Group is also at risk of taxation reviews that may change or apply more
stringently the laws and regulations of the countries in which it operates.
Cȏte d'Ivoire is due an election in 2025 and the democratic process is
The status of the Bougouni Lithium Project has been secured through the
expected to proceed and current President Ouattara is expected to run for successful transfer of the Mining License to KMUK and the migration to the
re-election.
2023 Mining Code. The team continues to work closely with the Malian
Government to meet all their requirements to secure the export licence.
The economic situation in Cȏte d'Ivoire is improving dramatically with
significant government expenditure on infrastructure and development activity.
STRATEGIC RISKS
New project risk
The future success of the Company is dependent on the successful Medium While acquisitions can drive growth and expand resource portfolios, there is Comprehensive financial, geological, technical and legal due diligence will
identification and acquisition of new mining projects. also the risk of overpaying for assets and possible integration challenges. always be undertaken on potential acquisition targets. We will seek to
There is no assurance that the Group's future acquisitions will be successful. independently verify a target's mineral reserves and perform a full risk
assessment.
S172 Statement
The Directors of the Company have a duty to promote the success of the Company
and confirm that in discharging that responsibility they have regard to the
matters as set out in Section 172(1) (a) to (f) ("s172") of the Companies Act
2006. As outlines in s172, a director of the Company must act in the way they
consider, in good faith, to promote the success of the Company for the benefit
of its members, and in doing so have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with
suppliers, customers and others;
• the impact of the Company's operations on the community and
the environment;
• the desirability of the Company to maintain a reputation for
high standards of business conduct; and
• the need to act fairly between members of the Company.
The Directors are committed to developing and maintaining a governance
framework that is appropriate to the business and supports effective decision
making coupled with robust oversight of risks and internal controls. The
Board is committed to high standards of social responsibility and to managing
the Company's affairs in an honest and ethical manner, as further discussed in
the Corporate Governance Report. We strive to apply ethical business practices
and to conduct business in a responsible and transparent manner.
The Board believes that long-term success requires good relations with a range
of different stakeholder groups, both internal and external, and recognises
the importance of open and transparent communication with each of our
stakeholder groups to enable an understanding of their individual interests
and needs. In evaluating strategic opportunities, the likely consequences of
any decision for each stakeholder group in the long-term are always
considered, together with the potential impact on long-term shareholder value.
The board has identified Kodal's stakeholders to include employees and
consultants working for the Company, the local communities and governments in
Mali and Côte d'Ivoire in which it operates, suppliers and contractors, as
well as shareholders. With the Bougouni Lithium Project now fully funded in
KMUK and in construction, the relationships with our capital equipment
suppliers, local contractors and workforce and our operating partner Hainan
are of particular importance.
In the UK, the Group is managed by its Directors and a small number of
employees, with the input of a limited number of consultants, and therefore
the views and interests of the UK workforce are always considered in all
decision-making.
In the Corporate Governance Report, we explain the regular engagement with
employees, communities and local governments in West Africa where we operate;
and the impact assessment we have performed on the environment and local
society as part of our permitting process. We also comment on the
decision-making for the long-term success of the Company, its governance and
culture; as well as the nature and methods of communication with all
shareholders.
The local stakeholder voice is brought to the attention of the Board through
the Operations Director who spends much of his time in Mali, in addition to
the Chief Executive Officer visiting on a frequent basis. Together with the
Malian Country Manager and HSE Manager, we meet regularly with local workforce
and contractors, mining officials and ministers, as well as local leaders from
the communities. All local views and concerns are fed back to Board
meetings, which enables the Directors to understand the impact of our
strategic decisions and how we might best address local needs. As a mining
company, the Board understands that recognising the potential impact our
operations may have on the community and the local environment is essential to
underpinning our social licence to operate. In making decisions about both
Bougouni and our other West African projects, we seek to maximise the benefits
to the local community, while minimising negative impacts.
The Group relies heavily on having suppliers and contractors with appropriate
levels of experience and expertise of working successfully with junior miners
in West Africa, as well as professional advice for AIM quoted companies in
London. Accordingly, Kodal is committed to maintaining constructive
relationships with all its suppliers and advisers and operating in line with
its Corporate Code of Conduct.
Signed on behalf of the Board
Bernard Aylward
Chief Executive Officer
28 August 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
Note Year ended 31 March Year ended 31 March
2025 2024
£ £
CONTINUING OPERATIONS
Administrative expenses 2 (1,587,795) (1,530,114)
Share based payments 6 (217,468) (241,888)
Impairment of exploration and evaluation assets 8 (640,818) (1,572,302)
Operating loss (2,446,081) (3,344,304)
Finance income 3 413,095 92,693
Revaluation gain on sale of subsidiary undertakings 11 - 30,521,645
Share of loss of an associate 10 (8,993,392) (83,610)
(Loss) / profit before tax 2 (11,026,378) 27,186,424
Taxation 7 - -
(Loss) / profit for the year from continuing operations (11,026,378) 27,186,424
Other comprehensive income - -
Items that may be subsequently reclassified to profit or loss
Currency translation (loss) / income (1,075,844) 3,230
Total comprehensive income for the year (12,102,222) 27,189,654
Profit / (loss) per share from continuing operations
Basic (pence) 5 (0.0545) 0.1491
Diluted (pence) 5 (0.0545) 0.1431
The loss and gain for the current and prior years and the total comprehensive
income for the current and the prior years are wholly attributable to owners
of the parent company.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
Registered number: 07220790
Group Group
31 March 2025 31 March 2024
Note £ £
NON-CURRENT ASSETS
Intangible assets 8 1,622,924 2,162,452
Property, plant and equipment 9 51,721 664
Investment in associate undertaking 10 21,402,327 31,260,186
Amounts due from 11
subsidiary undertakings - -
Amounts due from associated undertaking 12
4,215,265 4,312,785
Investments in subsidiary
undertakings 11 - -
27,292,237 37,736,087
CURRENT ASSETS
Trade and other receivables 12 1,611,403 3,427,357
Cash and cash equivalents 16,888,231 16,326,507
Non-current assets classified as held for sale - 79,606
18,499,634 19,833,470
TOTAL ASSETS 45,791,871 57,569,557
CURRENT LIABILITIES
Trade and other payables 13 (208,324) (139,301)
TOTAL LIABILITIES (208,324) (139,301)
NET ASSETS 45,583,547 57,430,256
EQUITY
Attributable to owners of the parent:
Share capital 14 6,327,302 6,325,349
Share premium account 14 32,645,869 32,624,071
Share based payment reserve 1,361,763 1,147,664
Translation reserve (1,059,982) 15,862
Retained surplus / (deficit) 6,308,595 17,317,310
TOTAL EQUITY 45,583,547 57,430,256
The Company's loss for the year ended 31 March 2025 from continuing operations
was £1,929,842 (2024: £2,975,752) and total comprehensive loss for the
year was £1,929,842 (2024: £2,949,954).
The financial statements were approved and authorised for issue by the board
of directors on 28 August 2025 and signed on its behalf by
Charles Joseland
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Attributable to the owners of the Parent Share capital Share premium account Share based payment reserve Retained surplus / (deficit) Total equity
Translation reserve
Group £ £ £ £ £ £
At 31 March 2023 5,315,619 18,765,206 1,537,779 12,632 (10,748,312) 14,882,924
Comprehensive income
Gain for the year - - - - 27,186,424 27,186,424
Other comprehensive income
Currency translation gain - - - 3,230 - 3,230
Total comprehensive income for the year - - 27,186,424 27,189,654
- 3,230
Transactions with owners
Share based payment - - 489,083 - - 489,083
Proceeds from shares issued 918,063 13,251,199 - - - 14,169,262
Proceeds from exercise of share options 91,667 607,666 - - 699,333
-
Reserves movement for exercised / lapsed options - - (879,198) 879,198 -
-
At 31 March 2024 6,325,349 32,624,071 1,147,664 15,862 17,317,310 57,430,256
Comprehensive income
Loss for the year - - - - (11,026,378) (11,026,378)
Other comprehensive income
Currency translation (loss) - - - (1,075,844)
- (1,075,844)
Total comprehensive income for the year - - (11,026,378) (12,102,222)
- (1,075,844)
Transactions with owners
Share based payment - - 231,762 - - 231,762
Proceeds from exercise of share options 1,953 21,798 - - 23,751
-
Reserves movement for exercised / lapsed options - - (17,663) 17,663 -
-
At 31 March 2025 6,327,302 32,645,869 1,361,763 (1,059,982) 6,308,595 45,583,547
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
Group Group
Year ended Year ended
31 March 2025 31 March 2024
Note £ £
Cash flows from operating activities
Profit / (loss) before tax (11,026,378) 27,186,424
Adjustments for non-cash items:
Revaluation gain on sale of subsidiary undertaking - (30,521,645)
Impairment of intercompany balances - -
Impairment of exploration and evaluation assets 640,818 1,572,302
Share based payments 217,468 241,888
Share of loss from associate 8,993,392 (83,610)
Unrealised currency loss on loan to associate - -
Interest income (413,095) (92,694)
Operating cash flow before movements in working capital (1,587,795) (1,697,335)
Movement in working capital
(Increase) in receivables from the associate (927,595) (336,356)
Decrease / (increase) in other receivables 7,581 (7,429)
(Decrease) / increase in payables 69,022 (660,702)
Net movements in working capital (850,992) (1,004,487)
Net cash outflow from operating activities (2,438,787) (2,701,822)
Cash flows from investing activities
Interest income 247,482 28,258
Purchase of tangible assets 8 (67,372) -
Purchase of intangible assets 7 (101,849) (2,336,084)
Loans to subsidiary undertakings - -
Loan repayments from associate 2,901,581 5,807,937
2,979,842 3,500,111
Net cash outflow from investing activities
Cash flow from financing activities
Net proceeds from share issues 12 - 14,169,262
Net proceeds from exercise of share options 23,751 699,333
Net cash inflow from financing activities 23,751 14,868,595
Increase in cash and cash equivalents 564,806 15,666,884
Cash and cash equivalents at beginning of the year
16,326,507 544,988
Exchange gain / (loss) on cash (3,082) 114,635
Cash and cash equivalents at end of the year 16,888,231 16,326,507
Cash and cash equivalents comprise cash on hand and bank balances.
FINANCIAL INFORMATION
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 March 2025 or 2024 but is derived
from those accounts.
Statutory accounts for 2024 have been delivered to the registrar of companies,
and those for 2025 will be delivered in due course.
The auditor's report for the 2024 accounts was (i) unqualified, (ii) did not
contain any matter to which the auditor drew attention by way of emphasis
without modifying its opinion and (iii) did not contain a statement under
s.498(2) or (3) of the Companies Act 2006.
The auditor's report for the 2025 accounts was (i) unqualified, (ii) did not
contain any matter to which the auditor drew attention by way of emphasis
without modifying its opinion and (iii) did not contain a statement under
s.498(2) or (3) of the Companies Act 2006.
Basis of preparation
The consolidated and parent company financial statements of Kodal Minerals Plc
are prepared in accordance with the historical cost convention and in
accordance with UK-adopted International Accounting Standards. The Company's
ordinary shares are quoted on AIM, a market operated by the London Stock
Exchange.
In accordance with the exemption allowed by Section 408(3) of the Companies
Act 2006, the Company has not presented its own income statement or statement
of comprehensive income.
Going concern
The Group is still in the exploration and development phase of its business
and the operation of the Group are currently being financed by funds which the
Company has raised from the issue of new ordinary shares.
The Directors have prepared cash flow forecasts for the period ending 31 March
2027. The forecasts include additional exploration expenditure for the
Group's gold assets, as well as covering ongoing overheads. The forecasts
show that the Group has sufficient cash resources available to allow it to
continue as a going concern and meet its liabilities as they fall due for a
period of at least twelve months from the date of approval of these financial
statements without the need for a further financing. As at 28 August 2025,
the Group had cash at bank amounting to £15,929,000. Accordingly, the
financial statements have been prepared on a going concern basis.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1. SEGMENTAL REPORTING
The operations and assets of the Group in the year ended 31 March 2025 are
focused in the United Kingdom and West Africa and comprise one class of
business: the exploration and evaluation of mineral resources. For
presentational purposes, management distinguishes the Group's operations in
three separate categories: being the West African Gold Projects, the West
African Lithium Projects and the UK administration operations. The Parent
Company acts as a holding company. At 31 March 2025, the Group had not
commenced commercial production from its exploration sites and therefore had
no revenue for the year. Therefore, the business does not currently hold
cash-generating units.
Year ended 31 March 2025 UK West Africa West Africa Total
Gold Lithium
£ £ £ £
Impairment of exploration and evaluation assets - (640,818) (640,818)
-
Administrative expenses (1,297,773) (290,022) - (1,587,795)
Share based payments (217,468) - - (217,468)
Finance income 413,095 - - 413,095
Share of loss from associate - - (8,993,392) (8,993,392)
Loss for the year (1,102,146) (930,840) (8,993,392) (11,026,378)
At 31 March 2025
Trade and other receivables - - 5,826,668 5,826,668
Cash and cash equivalents 16,782,076 106,155 - 16,888,231
Trade and other payables (208,324) - - (208,324)
Intangible assets - exploration and evaluation expenditure - 1,622,924 1,622,924
-
Investment in associated undertaking - - 21,402,327
21,402,327
Property, plant and equipment - 51,721 - 51,721
Net assets at 31 March 2025
16,573,752 1,780,800 27,228,995 45,583,547
UK West Africa Total
Year ended 31 March 2024 West Africa
Gold Lithium
£ £ £ £
Impairment of exploration and evaluation assets - (1,572,302) (1,572,302)
-
Administrative expenses (1,407,702) (80,926) (41,486) (1,530,114)
Share based payments (241,888) - - (241,888)
Finance income 92,693 - - 92,693
Revaluation gain on sale of subsidiary undertaking - - 30,521,645
30,521,645
Share of loss from associate - - (83,610)
(83,610)
Profit from continuing operations for the year (1,556,897) (1,653,228) 27,186,424
30,396,549
At 31 March 2024
Trade and other receivables 18,605 - 7,740,142
7,721,537
Cash and cash equivalents 16,284,228 42,279 - 16,326,507
Non-current assets classified as held for sale
- 79,606 - 79,606
Trade and other payables (139,301) - - (139,301)
Intangible assets - exploration and evaluation expenditure - 2,162,452 - 2,162,452
Investment in associated undertaking - - 31,260,186
31,260,186
Property, plant and equipment - 664 664
-
Net assets at 31 March 2024 16,163,532 2,285,001 57,430,256
38,981,723
2. LOSS BEFORE TAX
The loss before tax from continuing activities is stated after charging:
Group Group
Year ended Year ended
31 March 2025 31 March 2024
£ £
Impairment of exploration and evaluation assets 640,818 1,572,302
Fees payable to the Company's auditor 112,500 100,000
Share based payments (note 6) 217,468 241,888
Directors' salaries and fees 385,998 471,840
Employer's National Insurance 15,521 33,476
Amounts payable to RSM UK Audit LLP and its associates in respect of audit
services are as follows;
Group Group
Year ended Year ended
31 March 2025 31 March 2024
£ £
Audit services
- statutory audit of parent and consolidated accounts 112,500 100,000
3. FINANCE INCOME
Group Group
31 March 2025 31 March 2024
£ £
Finance income:
Deposit account interest
247,482 28,257
Interest on loan to associate 165,613 64,436
413,095 92,693
4. EMPLOYEES AND DIRECTORS' REMUNERATION
The average number of people employed in the Group is as follows:
Group Group
31 March 2025 31 March 2024
Number Number
Average number of employees (including directors): 58 60
The directors are key management personnel of the Company. The remuneration
expense for directors and employees is as follows:
Group Group
31 March 2025 31 March 2024
£ £
Directors' remuneration 385,998 471,840
Employee wages and salaries 98,869 24,726
Social security costs 15,521 33,476
Total 500,388 530,042
In addition to the amounts included above, £35,000 (2024: £273,777) of the
directors' remuneration cost and £nil (2024: £194,032) of employee wages and
local social security costs have been treated as Exploration and Evaluation
expenditure within the Group.
Directors' salary and fees year ended Gain on exercise of share options
31 March 2025 year ended Total
31 March year ended
2025 31 March
2025
£ £ £
Bernard Aylward (a) 279,996 - 279,996
Charles Joseland 74,996 - 74,996
David Teng - - -
Robert Wooldridge 65,004 - 65,004
Steven Zaninovich (b) 250,000 - 250,000
669,996 - 669,996
Included within the amounts shown above for Directors' salary and fees for the
year ended 31 March 2025, £249,000 has been recharged to the associated
undertaking (2024: £43,500).
Directors' salary and fees year ended Gain on exercise of share options
31 March 2024 year ended Total
31 March year ended
2024 31 March
2024
£ £ £
Bernard Aylward (a) 308,442 349,125 657,567
Charles Joseland 68,332 105,000 173,332
David Teng - - -
Robert Wooldridge 88,335 26,375 114,710
Steven Zaninovich (b) 269,000 89,333 358,333
Qingtao Zeng (c) 11,508 - 11,508
745,617 569,833 1,315,450
a Matlock Geological Services Pty Ltd ("Matlock") a company wholly owned by
Bernard Aylward, provided consultancy services to the Group during the year
ended 31 March 2025 and received fees of £225,000 (2024: £224,694). These
fees are included within the remuneration figure shown for Bernard Aylward.
b Zivvo Pty Ltd ("Zivvo") a company wholly owned by Steven Zaninovich, provided
consultancy services to the Group during the year ended 31 March 2025 and
received fees of £210,000 (2024: £210,000). These fees are included
within the remuneration figure shown for Steven Zaninovich.
5. PROFIT / (LOSS) PER SHARE
Basic profit / (loss) per share is calculated by dividing the profit / (loss)
for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
The following reflects the result and share data used in the computations:
(Loss) / profit Weighted average number of shares Diluted weighted average number of shares Basic (loss) / profit per share (pence) Diluted (loss) / profit per share (pence)
£
Year ended 31 March 2025
(11,026,378) 20,246,629,959 20,246,629,959 (0.0545) (0.0545)
Year ended 31 March 2024
27,186,424 18,228,192,472 19,000,275,806 0.1491 0.1431
Diluted profit / (loss) per share is calculated by dividing the profit /
(loss) attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year plus the number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares. Options in issue are not
considered diluting to the loss per share as the Group was loss making in the
current period. Diluted loss per share is therefore the same as basic loss
per share.
6. SHARE BASED PAYMENTS
The share-based payment reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel, as part of their remuneration.
Year ended Year ended
31 March 2025 31 March 2024
Share options outstanding Number Number
Opening balance 352,500,000 582,500,000
Lapsed in the year (25,833,333) (43,333,333)
Exercised in the year - (186,666,667)
Closing balance 326,666,667 352,500,000
Year ended Year ended
31 March 2025 31 March 2024
Performance share rights outstanding Number Number
Opening balance 160,000,000 240,000,000
Exercised in the year - (80,000,000)
Closing balance 160,000,000 160,000,000
Year ended Year ended
31 March 2025 31 March 2024
Warrants outstanding Number Number
Opening balance 299,583,334 326,250,000
Exercised in the year (6,250,000) (26,666,666)
Closing balance 293,333,334 299,583,334
Options, warrants and performance share rights outstanding for each of the
directors at the year-end are outlined below:
Exercisable date Bernard Aylward Robert Wooldridge Charles Joseland Steven Zaninovich
6 November 2021 - - - 33,333,334
To be determined - note 1 - - - 90,000,000
To be determined - note 1 75,000,000 - - -
27 Aug 2021 - 27 Aug 2026 - 5,000,000 - -
27 Aug 2022 - 27 Aug 2027 - 7,500,000 - -
27 Aug 2023 - 27 Aug 2028 - 7,500,000 - -
15 November 2023 30,000,000 - - 72,500,000
To be determined - note 2 40,000,000 - - 77,500,000
To be determined - note 3 60,000,000 - - 95,000,000
18 Aug 2022 - 18 Aug 2027 - 23,333,334 - -
18 Aug 2023 - 18 Aug 2028 - 33,333,333 - -
18 Aug 2024 - 18 Aug 2029 - 33,333,333 25,000,000 -
Closing balance 205,000,000 110,000,000 25,000,000 368,333,334
NOTES
1. Exercisable from date of first commercial production from
the Bougouni Project
2. Exercisable from the date of receipt of funds from the
first sale of spodumene concentrate from the Bougouni project
3. Exercisable from date of production of 175,000 tonnes of
spodumene concentrate from the Bougouni project
Details of share options outstanding at 31 March 2025:
Date of grant Number of options Option price Exercisable between
20 December 2013 13,333,333 0.7 pence 20 Dec 2015 - 30 Dec 2025
20 December 2013 13,333,333 0.7 pence 20 Dec 2016 - 30 Dec 2026
27 August 2021 5,000,000 0.36 pence 27 Aug 2021 - 27 Aug 2026
27 August 2021 7,500,000 0.36 pence 27 Aug 2022 - 27 Aug 2027
27 August 2021 7,500,000 0.36 pence 27 Aug 2023 - 27 Aug 2028
18 August 2022 37,500,000 0.3 pence 4 April 2025
18 August 2022 47,500,000 0.34 pence To be determined - note 2
18 August 2022 70,000,000 0.38 pence To be determined - note 3
18 August 2022 26,666,668 0.3 pence 18 Aug 2022 - 18 Aug 2027
18 August 2022 36,666,666 0.34 pence 18 Aug 2023 - 18 Aug 2028
18 August 2022 61,666,666 0.34 pence Aug 2024 - 18 Aug 2029
TOTAL 326,666,666
Details of performance share rights outstanding at 31 March 2025:
Date of grant Number of performance share rights Option price Exercisable between
27 August 2021 85,000,000 nil To be determined - note 1
27 July 2022 25,000,000 nil 15 November 2023
27 July 2022 25,000,000 nil To be determined - note 2
27 July 2022 25,000,000 nil To be determined - note 3
TOTAL 160,000,000
Details of warrants outstanding at 31 March 2025:
Date of grant Number of warrants Option price Exercisable between
23 November 2018 33,333,334 0.14-0.38 p 6 November 2021
23 November 2018 90,000,000 0.14-0.38 p To be determined - note 1
27 July 2022 47,500,000 0.28 pence 15 November 2023
27 July 2022 52,500,000 0.325 pence To be determined - note 2
27 July 2022 70,000,000 0.38 pence To be determined - note 3
TOTAL 293,333,334
Additional disclosure information:
Weighted average exercise price of share options and warrants:
· outstanding at the beginning of the period
0.28 pence
· granted during the period
None granted
· lapsed during the period
0.55 pence
· exercised during the period
0.38 pence
· outstanding at the end of the period
0.27 pence
· exercisable at the end of the period
0.31 pence
Weighted average remaining contractual life of
share options outstanding at the end of the period
4.4 years
7. TAXATION
Group Group
Year ended Year ended
31 March 2025 31 March 2024
£ £
Taxation charge for the year - -
Factors affecting the tax charge for the year
Profit / (loss) from continuing operations before income tax (11,026,378) 27,186,424
Share of loss of an associate 8,993,392 83,610
Revaluation gain on sale of subsidiary undertakings - (30,521,645)
Profits subject to corporation tax (2,032,986) (3,251,611)
Tax at 25% (2024: 25%) (508,247) (812,903)
Expenses not deductible 1,565 354
Losses carried forward not deductible 452,315 752,077
Deferred tax differences 54,367 60,472
Income tax expense - -
The Group has tax losses and other potential deferred tax assets (including in
relation to share options) totalling £4,187,000 (2024: £3,993,000) which
will be able to be offset against future income. No deferred tax asset has
been recognised in respect of these losses as their utilisation is uncertain
at this stage.
8. INTANGIBLE ASSETS
Exploration and evaluation
GROUP £
COST
At 1 April 2023 14,521,888
Additions in the year 2,971,083
Disposals in the year (13,488,010)
Classified as held for sale (79,606)
Licences written off in the year (1,572,302)
Effects of foreign exchange (190,601)
At 31 March 2024 2,162,452
Additions in the year 132,810
Effects of foreign exchange (31,320)
Licences impaired in the year (640,818)
At 31 March 2025 1,622,924
AMORTISATION
At 1 April 2022, 1 April 2023 and 31 March 2024 -
NET BOOK VALUES
At 31 March 2025 1,622,922
At 31 March 2024 2,162,453
At 31 March 2023 14,521,888
The majority of the remaining exploration and evaluation assets held by the
Group relate to Fatou licences where renewal is pending. The Directors
expect the licences to be renewed in due course and therefore do not consider
it necessary to impair the assets.
Group Group
31 March 2025 31 March 2024
£ £
Non-current assets classified as held for sale - 79,606
- 79,606
9. PROPERTY, PLANT AND EQUIPMENT
Plant and machinery
GROUP £
COST
At 1 April 2023 131,403
Disposals in the year (101,148)
Effects of foreign exchange (2,702)
At 31 March 2024 27,555
Additions in the year 67,372
Effects of foreign exchange 350
At 31 March 2024 95,278
DEPRECIATION
At 1 April 2023 39,632
Disposals in the year (25,883)
Depreciation charge 13,140
At 31 March 2024 26,889
Depreciation charge 16,667
At 31 March 2025 43,556
NET BOOK VALUES
At 31 March 2025 51,721
At 31 March 2024 664
At 31 March 2023 91,771
All tangible assets are wholly associated with exploration and development
projects and therefore the amounts charged in respect of depreciation are
capitalised as evaluation and exploration assets within intangible assets.
The Company did not have any Property, Plant and Equipment as at 31 March
2023, 2024 and 2025.
10. ASSOCIATED
UNDERTAKING
On 15 November 2023, the Group's interest in Kodal Mining UK Limited ("KMUK")
reduced to 49% as a result of Hainan's subscription for 51% of the issued
share capital of KMUK. Prior to the transaction with Hainan, KMUK was
accounted for as a subsidiary undertaking of the Group. With the reduction
to a 49% interest and loss of control but retention of significant interest,
KMUK has been accounted for as an associated undertaking from that date.
KMUK was not judged to be a joint arrangement as Hainan and Kodal do not share
control and decisions do not require unanimous consent due to Hainan's casting
vote on the board.
As a result of the transaction with Hainan, Kodal revalued its remaining 49%
stake in KMUK to fair value, which gave rise to a non-cash gain on the partial
disposal of a subsidiary of £30.5 million in prior year. The fair value was
used as the cost for the initial recognition of KMUK as an associate.
The assets and liabilities of KMUK at 31 March 2025 and at 31 March 2024 were:
31 March 2025 31 March 2024
Assets
Cash and cash equivalents 8,430,235 70,813,016
Other debtors 5,258,970 43,003
Property, plant and equipment 579,963 357,588
Mine development asset 51,897,994 18,937,151
Liabilities
Rehabilitation provision (2,594,829) -
Trade and other payables (19,948,487) (26,408,836)
Net Assets 43,623,846 63,741,923
Group's share in equity - 49% 21,375,684 31,233,543
Goodwill 26,643 26,643
Group's carrying value of the investment 21,402,327 31,260,186
Carrying value at the start of the year 31,260,186 31,343,796
Group's share of loss for the year (8,993,392) (83,610)
Foreign exchange movement on reserves through other comprehensive income
(864,467) -
Carrying value at the end of the year 21,402,327 31,260,186
Year to 31 March 2025 Period to 31 March 2024
Financing income 1,098,129 443,225
Administrative expenses (18,978,501) (482,451)
Financing costs (473,489) (131,407)
Loss before tax (18,353,861) (170,633)
Group's share of loss for the year (8,993,392) (83,610)
The associate had contingent liabilities at 31 March 2025 of £nil (2024:
£nil) and capital commitments at 31 March 2025 of £350,000 (31 March 2024:
£nil).
11. SUBSIDIARY
UNDERTAKINGS
The consolidated financial statements include the following subsidiary
companies:
Subsidiary of Country of Registered office Equity holding Nature of
Company incorporation Business
Kodal Norway (UK) Ltd Kodal Minerals Plc United Kingdom Prince Frederick House, 100% Dormant company
35-39 Maddox Street, London W1S 2PP
International Goldfields (Bermuda) Limited Kodal Minerals Plc Bermuda MQ Services Ltd 100% Holding company
Victoria Place,
31 Victoria Street,
Hamilton HM 10
Bermuda
International Goldfields Côte d'Ivoire SARL International Goldfields (Bermuda) Limited Côte d'Ivoire Abidjan Cocody Les Deux Plateaux 7eme Tranche 100% Mining exploration
BP Abidjan
Côte d'Ivoire
International Goldfields Mali SARL International Goldfields (Bermuda) Limited Mali Bamako, Faladi, Mali Univers, Rue 886 B, Porte 487 100% Mining exploration
Mali
Jigsaw Resources CIV Ltd International Goldfields (Bermuda) Limited Bermuda MQ Services Ltd 100% Holding company
Victoria Place,
31 Victoria Street,
Hamilton HM 10
Bermuda
Corvette CIV SARL Jigsaw Resources CIV Ltd Côte d'Ivoire Abidjan Cocody Les Deux Plateaux 7eme Tranche 100% Mining exploration
BP Abidjan
Côte d'Ivoire
Kodal Minerals plc has issued a guarantee under section 479C to its
subsidiary, Kodal Norway (UK) Ltd ("Kodal Norway", company number 08491224) in
respect of its activities for the year ended 31 March 2025 to allow Kodal
Norway to take advantage of the exemption under s479A of the Companies Act
2006 from the requirements of the Act relating to audit of its individual
accounts for the year ended 31 March 2025.
Year ended Year ended
Carrying value of investment in subsidiaries 31 March 2025 31 March 2024
£ £
Opening balance 512,373 512,373
Impairment in the year - -
Closing balance 512,373 512,373
12. CURRENT AND NON-CURRENT RECEIVABLES
Group Group
31 March 2025 31 March 2024
£ £
Non-current receivables
Other receivables from the associate 4,215,265 4,312,785
4,215,265 4,312,785
Current receivables
Trade receivables from the associate 1,362,369 336,355
Other receivables from the associate 3,072,397
238,010
Other receivables 11,024 18,605
1,611,403 3,427,357
Under the requirements of IFRS 9 management has assessed the expected credit
loss of the amounts receivable from the associate, considering the likelihood
of the Bougouni Lithium Project being put into operation, the project being
sold and the project collapsing. The assessment concluded that the carrying
amount of the other receivables approximates their fair value and there are no
expected credit losses.
Amounts receivable from the associate relate to amounts advanced to KMUK, all
of which is repayable on demand. £4.2 million of this balance, shown as a
non-current receivable, was advanced under the terms of a facility agreement
and accrues interest at a rate of 4% per annum.
13. TRADE AND OTHER PAYABLES
Group Group
31 March 2025 31 March 2024
£ £
Trade payables 60,555 37,369
Other payables 147,769 101,932
208,324 139,301
All trade and other payables at each reporting date are
current. The Directors consider that the carrying amount of the trade and
other payables approximates their fair value.
14. SHARE CAPITAL
GROUP AND COMPANY
Allotted, issued and fully paid:
Note Nominal Value Number of Ordinary Shares Share Capital Share Premium
£ £
At 31 March 2024 20,241,116,260 6,325,349 32,624,071
May 2024 a £0.0003125 6,250,000 1,953 21,797
At 31 March 2025 20,247,366,260 6,327,302 32,645,868
a) On 13 May 2024, a total of 6,250,000 shares were issued pursuant to the
exercise of options by an advisor to the Company. The shares were issued at
0.38 pence per share.
15. RESERVES
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Share based payment reserve Cumulative fair value of options and share rights recognised as an expense.
Upon exercise of options or share rights, any proceeds received are credited
to share capital. The share-based payment reserve remains as a separate
component of equity.
Translation reserve Gains/losses arising on re-translating the net assets of overseas operations
into sterling.
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of
financial position, including both distributable and non-distributable
earnings
16. FINANCIAL INSTRUMENTS AND FINANCIAL
RISK MANAGEMENT
The Group's principal financial instruments comprise cash and cash
equivalents, other receivables and trade and other payables.
The main purpose of cash and cash equivalents is to finance the Group's
operations. The Group's other financial assets and liabilities such as other
receivables and trade and other payables, arise directly from its operations.
It has been the Group's policy, throughout the periods presented in the
consolidated financial statements, that no trading in financial instruments
was to be undertaken, and no such instruments were entered in to.
The main risk arising from the Group's financial instruments is market risk.
The Directors consider other risks to be more minor, and these are summarised
below. The Board reviews and agrees policies for managing each of these risks.
Market risk
Market risk is the risk that changes in market prices, and market factors such
as foreign exchange rates and interest rates will affect the Group's results
or the value of its assets and liabilities.
The objective of market risk management is to manage and control market risk
exposures within acceptable parameters while optimising the return.
Interest rate risk
The Group does not have any borrowings and does not pay interest.
The Group's exposure to the risks of changes in market interest rates relates
primarily to the Group's cash and cash equivalents with a floating interest
rate. These financial assets with variable rates expose the Group to interest
rate risk. At the year end, the Group held a loan balance of £4.2 million
with the associated undertaking which bears a fixed interest at 4% per
annum. All other financial assets and liabilities in the form of receivables
and payables are non-interest bearing.
In regard to its interest rate risk, the Group periodically analyses its
exposure. Within this analysis consideration is given to alternative
investments and the mix of fixed and variable interest rates. The Group does
not engage in any hedging or derivative transactions to manage interest rate
risk.
The Group in the year to 31 March 2025 earned interest of £413,095 (2024:
£92,694).
Credit risk
Credit risk refers to the risk that a counterparty could default on its
contractual obligations resulting in financial loss to the Group. The Group's
principal financial assets are cash balances and other receivables, including
receivables from the associated undertaking. The Company's financial assets
also include amounts receivable from subsidiary undertakings.
The Group has adopted a policy of only dealing with what it believes to be
creditworthy counterparties and would consider obtaining sufficient collateral
where appropriate, as a means of mitigating the risk of financial loss from
defaults. The Group's exposure to and the credit ratings of its counterparties
are continuously monitored. An allowance for impairment is made where there is
objective evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables concerned.
At the year end, the Group held a loan balance of £4.2 million with the
associated undertaking. The Group's exposure to any increase in credit risk
on this balance is continuously monitored through the significant influence of
the Directors who hold positions on the board of the associate. Under the
requirements of IFRS 9 management has assessed the expected credit loss of the
amounts receivable from the associate, considering the likelihood of the
Bougouni Lithium Project being put into operation, the project being sold and
the project collapsing. The assessment concluded that there has been no change
in the credit risk on this balance since prior year and that there is
currently no risk of default. Consequently no allowance for impairment is
required against this balance.
Other receivables consist primarily of prepayments and other sundry
receivables and none of the amounts included therein are past due or impaired.
Financial instruments by category - Group
Other financial liabilities at amortised cost
Financial assets at amortised cost
Total
31 March 2025
Assets
Amounts due from associate 4,215,265 - 4,215,265
Trade and other receivables 1,611,403 - 1,611,403
Cash and cash equivalents 16,888,231 - 16,888,231
Total 22,714,899 - 22,714,899
Liabilities
Trade and other payables - (208,324) (208,324)
Total - (208,324) (208,324)
31 March 2024
Assets
Amounts due from associate 4,312,785 - 4,312,785
Trade and other receivables 3,427,357 - 3,427,357
Cash and cash equivalents 16,326,507 - 16,326,507
Total 24,066,649 - 24,066,649
Liabilities
Trade and other payables - (139,301) (139,301)
Total - (139,301) (139,301)
Foreign exchange risk
Throughout the periods presented in the consolidated financial statements, the
functional currency for the Group's West African subsidiaries has been the CFA
Franc. The Group incurs certain exploration costs in the CFA Franc, US
Dollars, Australian Dollars and South African Rand and has exposure to foreign
exchange rates prevailing at the dates when Sterling funds are translated into
other currencies. The CFA Franc has a fixed exchange rate to the Euro and the
Group therefore has exposure to movements in the Sterling : Euro exchange
rate. The Group has not hedged against this foreign exchange risk as the
Directors do not consider that the level of exposure poses a significant risk.
At the year end, the Group held a loan balance of £4.2 million with the
associated undertaking which is denominated in US dollars. The Directors
acknowledge that the Group is subject to foreign exchange rate risk on this
balance as the Group does not engage in any hedging or derivative transactions
to manage foreign exchange rate risk. During the year, the Group and the
Company suffered an unrealised foreign exchange loss of £97,520 (2024: £nil)
which was recognised in the profit and loss account. The associated
undertaking's functional currency is US Dollars. During the year the Group
suffered an unrealised foreign exchange loss of £864,567 (2024: £nil) on the
associated undertaking's reserves through other comprehensive income.
The Group continues to keep the matter under review as further exploration and
evaluation work is performed in West Africa and other countries and the
associated undertaking moves into commercial production and income
generation. The Board will develop currency risk mitigation procedures if
the significance of this risk materially increases.
Financial instruments by currency - Group
GBP USD AUD XOF EUR Total
31 March 2025
Assets
Amounts due from associates - 4,215,265 - - - 4,215,265
Trade and other receivables - 1,611,403 - - - 1,611,403
Cash and cash equivalents 16,782,078 - - 106,153 - 16,888,231
Total 16,782,078 5,826,668 - 106,153 - 22,714,899
Liabilities
Trade and other payables
(191,865) - (1,141) - - (193,006)
GBP USD AUD XOF EUR Total
31 March 2024
Assets
Amounts due from associates - 4,312,785 - - - 4,312,785
Other receivables 3,354,961 72,396 - - 3,427,357
Cash and cash equivalents 12,477,576 3,799,067 - 42,282 7,582 16,326,507
Total 15,832,537 8,184,248 42,282 7,582 24,066,649
Liabilities
Trade and other payables (139,301) - - - - (139,301)
Liquidity risk
Liquidity risk is the risk that the entity will not be able to meet its
financial obligations as they fall due.
The objective of managing liquidity risk is to ensure, as far as possible,
that the Group will always have sufficient liquidity to meet its liabilities
when they fall due, under both normal and stressed conditions.
The Group has established policies and processes to manage liquidity risk.
These include:
· Monitoring the maturity profiles of financial assets and liabilities
in order to match inflows and outflows;
· Monitoring liquidity ratios (working capital); and
· Capital management procedures, as defined below.
Capital management
The Group's objective when managing capital is to ensure that adequate funding
and resources are obtained to enable it to develop its projects through to
profitable production, whilst in the meantime safeguarding the Group's ability
to continue as a going concern. This is to enable the Group, once projects
become commercially and technically viable, to provide appropriate returns for
shareholders and benefits for other stakeholders.
The Group has historically relied on equity to finance its growth and
exploration activity, raised through the issue of shares. In the future, the
Board will utilise financing sources, be that debt or equity, that best suits
the Group's working capital requirements and taking into account the
prevailing market conditions.
Fair value
The fair value of the financial assets and financial liabilities of the Group,
at each reporting date, approximates to their carrying amount as disclosed in
the Statement of Financial Position and in the related notes.
The fair values of the financial assets and liabilities are included at the
amounts at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale.
The cash and cash equivalents, other receivables, trade payables and other
current liabilities approximate their carrying value amounts largely due to
the short-term maturities of these instruments.
17. RELATED PARTY TRANSACTIONS
During the year ended 31 March 2025, the Group incurred expenses on behalf of
the associated undertaking of £1,218,718 (2024: £336,355). The balance
due to the Group at 31 March 2025 was £5,924,188 (2024: £7,385,182)
including a non-current loan due from the associate of £4,215,265 (2024:
£4,312,785). Further information on the balance is shown in note 12 on page
59.
The Directors represent the key management personnel of the Group and details
of their remuneration are provided in note 4.
Robert Wooldridge, a director, is a member of SP Angel Corporate Finance LLP
("SP Angel") which acts as financial adviser and broker to the Company. During
the year ended 31 March 2025, the Company paid fees to SP Angel of £40,000
(2024: £32,500). The balance due to SP Angel at 31 March 2025 was £nil
(2024: £nil).
Matlock Geological Services Pty Ltd ("Matlock") a company wholly owned by
Bernard Aylward, a director, provided consultancy services to the Group during
the year ended 31 March 2025 and received fees of £225,000 (2024: £224,694).
These fees are included within the remuneration figure shown for Bernard
Aylward in note 4. The balance due to Matlock at 31 March 2025 was £nil
(2024: £nil).
Zivvo Pty Ltd ("Zivvo"), a company wholly owned by Steven Zaninovich, a
Director, provided consultancy services to the Group during the year ended 31
March 2025 and received fees of £210,000 (2024: £210,000). These fees are
included within the remuneration figure shown for Steven Zaninovich in note
4. The balance due to Zivvo at 31 March 2025 was £nil (2024: £nil).
18. CONTROL
No one party is identified as
controlling the Group.
19. CAPITAL COMMITMENTS AND CONTINGENCIES
The Group had capital commitments to exploration and evaluation expenditure of
£nil (2024: £nil).
Kodal and Hainan are continuing discussions regarding responsibility for the
US$15 million settlement payment under the MoU with the State and will work
together to reach an agreement. Based on legal advice received, the
Directors have judged it unlikely that Hainan will be able to make a
successful claim against Kodal. At the current time the Company cannot
determine the outcome of the discussions, and hence the nature or amount of
any payments or concessions that might be required, if any, and which may
result in an economic outflow from the Company.
With respect to the sale of Bougouni West as agreed with Leo Lithium in April
2023, one of the licences, N'kemene Ouest, has not yet been renewed by
the Mali mining authorities (a sale condition) following the moratorium on
the renewal and transfer of mining concessions. Accordingly, the Company has
not yet recognised the income from the sale proceeds of £1.5 million. The
licence is considered to be of good standing and the renewal is expected to
occur, but no timing of finalisation can be provided.
20. EVENTS AFTER THE REPORTING PERIOD
On 2 July 2025, the Company issued 33,333,334 ordinary shares to Steven
Zaninovich, a Director of the Company, following the exercise of warrants.
Total subscription proceeds for the Company from the exercise was £65,000.
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