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REG-Medcaw Investments Plc: Audited Financial Results for the Year Ended 31 December 2023

Medcaw Investments Plc

 

(“Medcaw” or the “Company”)

 

Audited Financial Results for the Year Ended 31 December 2023

 

Medcaw is please to announce the publication of the audited results for the
year ended 31 December 2023. A copy of the Company’s annual report will be
made available on the Company’s website.

 

Chairman’s Statement

It is my pleasure to submit the Chairman’s Statement for the Company
covering the twelve-month period to 31 December 2023.

During the period, the company commenced its search for a suitable acquisition
target with the potential to return real value to shareholders.   The
directors reviewed several opportunities before agreeing to acquire 100% of
Abyssinian Metals Limited ("AML"), a company developing the Kenticha Lithium
Project located in Oromia State, Southern Ethiopia (“the Transaction”). 

AML is a public limited company incorporated in Australia. It is a clean
energy metals company with a focus on the development of the Kenticha Lithium
Project in which it has a 51% legal and beneficial interest.   Kenticha is a
highly evolved, rare element, Lithium Caesium Tantalum (LCT) pegmatite project
comparable to other major rare-element pegmatites such as Greenbushes, Tanco,
Wodgina, Volta Grande and Altai No.3.   Kenticha is a development asset
which AML intends to develop with the production of spodumene concentrate
planned in stages, with near-term production through a Dense Media Separation
(DMS) modular plant.

Under AML’s stewardship the geological inventory at Kenticha has grown from
circa 47mt of lithium oxide (Li2O) at a grade of around 0.8%; to 85.6mt at
0.98% Li2O plus a further 50Mt Exploration Target (at similar grade). By world
standards, Kenticha is considered to be in the top 3-4 largest undeveloped
hard rock lithium projects in the world, with an estimated economic life of in
excess of 40 years (based on prevailing lithium-spodumene prices).

The Transaction has taken longer than was initially intended and this is due
to the emergence of a dispute between AML and its 49% joint venture partner in
the project - Oromia Mining Share Company (the parastatal mining company for
Oromia State).   In the last quarter of 2023, negotiations occurred between
the joint venture partners, the Federal Government of Ethiopia and the
Ethiopian Federal Ministry of Mines and there is now a clear process in motion
to achieve a resolution of the dispute.  AML, through its legal advisors
(Clifford Chance), constructed and tabled a proposal which not only serves as
a dispute resolution, moreover, establishes a platform for a revised joint
venture agreement, and the issuance of the Mining Licence for the Kenticha
Lithium Project (currently an Exploration License exists over the primary rock
resource). 

Over the last seven months, notwithstanding that there has been no “on
ground” activity at Kenticha Mine, AML has used the time to enhance its
technical studies for the development of the Kenticha Lithium Project. The
team at AML are ready to re-commence operations at the Kenticha Mine shortly
and the Transaction with Medcaw can then proceed.

The Transaction constitutes a reverse takeover under the Listing Rules. The
Company requested its securities be suspended from trading with effect from 7
July 2023.

The Company and AML have engaged professional advisors and continue to work
through diligence and documentation to complete the Transaction.

Additionally during the period, the Company raised gross proceeds of £400,000
via the issue of a total of 5,000,000 new Ordinary Shares in the Company. 
These shares rank pari passu with the existing Ordinary Shares in the Company.
Alongside the equity raise, 300,000 broker warrants at the placing price of 8p
per share and 1,600,000 warrants at 4p were also issued to a third-party
consultant for transactional services.

I would like to thank our shareholders, my fellow directors and our colleagues
at Orana Corporate for their continuing patience and ongoing support.

 

Marcus Yeoman

Non-Executive Chairman

 

CONTACT:

Medcaw Investments Plc

Charlie Wood                      via Orana Corporate
LLP       +44 (0) 203 475 6834

 For more information please visit: https://medcaw-invest.com/

 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                                                                                                              
                                                                    Year ended 31 December 2023  Year ended 31 December 2022  
                                                              Note  £                            £                            
 Revenue                                                            -                            -                            
 Administrative expenses                                      4     (562,260)                    (194,006)                    
 Impairment                                                   11    (157,759)                    -                            
 Operating result                                                   (720.019)                    (194,006)                    
 Finance income/(expense)                                     11    7,849                        -                            
 Loss before taxation                                               (712,170)                    (194,006)                    
 Income tax                                                         -                            -                            
 Loss for the year and total comprehensive loss for the year        (712,170)                    (194,006)                    
                                                                                                                              
 Basic and diluted loss per Ordinary Share (pence)            8     (3.64)                       (1.90)                       

 

The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.

 

The accompanying notes to the annual report form part of these financial
statements.

 

STATEMENT OF FINANCIAL POSITION

AS AT 31 December 2023

 

                                                                                      
                                      As at 31 December 2023  As at 31 December 2022  
                                Note  £                       £                       
 ASSETS                                                                               
 Current assets                                                                       
 Cash and cash equivalents      9     371,484                 643,872                 
 Other current assets           10    140,323                 187,160                 
 Loan notes                     11    -                       -                       
 Total assets                         511,807                 831,032                 
                                                                                      
                                                                                      
 Liabilities                                                                          
 Current liabilities                                                                  
 Trade & other payables         12    242,751                 240,709                 
 Total liabilities                    242,751                 240,709                 
                                                                                      
 Net assets                           269,056                 590,323                 
                                                                                      
 EQUITY AND LIABILITIES                                                               
 Equity attributable to owners                                                        
 Ordinary share capital         13    221,320                 171,320                 
 Share premium                  13    1,005,110               679,110                 
 Share based payment reserve    14    14,903                  -                       
 Accumulated losses                   (972,277)               (260,107)               
 Total equity and liabilities         269,056                 590,323                 

 

The accompanying notes to the annual report form part of these financial
statements.

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

 

                                        Ordinary share capital  Share premium  Share based payment reserve  Retained earnings  Total equity  
                                        £                       £              £                            £                  £             
 As at 31 December 2021                 97,500                  137,100        -                            (66,101)           168,499       
                                                                                                                                             
 Comprehensive loss for the year                                                                                                             
 Loss for the year                      -                       -              -                            (194,006)          (194,006)     
 Total comprehensive loss for the year  -                       -              -                            (194,006)          (194,006)     
                                                                                                                                             
 Transactions with owners                                                                                                                    
 Ordinary shares issued during year     73,820                  603,712        -                            -                  677,532       
 Share issue costs                      -                       (61,702)       -                            -                  (61,702)      
 Total transactions with owners         73,820                  542,010        -                            -                  615,830       
 As at 31 December 2022                 171,320                 679,110        -                            (260,107)          590,323       

 

 Comprehensive loss for the year                                                          
 Loss for the year                      -        -          -       (712,170)  (712,170)  
 Total comprehensive loss for the year  -        -          -       (712,170)  (712,170)  
                                                                                          
 Transactions with owners                                                                 
 Warrants issued during year            -        -          14,903  -          14,903     
 Ordinary shares issued during year     50,000   350,000    -       -          400,000    
 Share issue costs                      -        (24,000)   -       -          (24,000)   
 Total transactions with owners         50,000   326,000    14,903  -          390,903    
 As at 31 December 2023                 221,320  1,005,110  14,903  (972,277)  (269,056)  

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 

 

 

                                                                                                                        
                                                       Notes  Year ended 31 December 2023  Year ended 31 December 2022  
                                                              £                            £                            
 Cash flows from operating activities                                                                                   
 Loss before income tax                                       (712,170)                    (194,006)                    
 Adjustments for:                                                                                                       
 Impairment                                            11     157,759                                                   
 Share based payments                                  14     14,903                       9,422                        
 Adjustments for changes in working capital:                                                                            
 Decrease in trade and other receivables                      (140,323)                    -                            
 Decrease in trade and other payables                         1,241                        152,675                      
 Interest income                                              (7,849)                      -                            
 Net cash used in operating activities                        (686,439)                    (31,909)                     
                                                                                                                        
 Cash flows from financing activities                                                                                   
 Cash received from issue of Ordinary Shares 1                563,160                      475,282                      
 Net cash inflow from financing activities                    563,160                      475,282                      
                                                                                                                        
 Cash flows from investing activities                                                                                   
 Loan notes                                            11     (149,109)                    -                            
 Net cash inflow from investing activities                    (149,109)                    -                            
                                                                                                                        
                                                                                                                        
 Net (decrease) increase in cash and cash equivalents         (272,388)                    443,373                      
 Cash and cash equivalents at beginning of year               643,872                      200,499                      
 Cash and cash equivalents at end of year                     371,484                      643,872                      

 

1 In 2023 £187,160 of IPO funds were received by the Company

 

The accompanying notes on pages 23 to 35 form part of these financial
statements

 
1. General Information
The Company was incorporated on 11 December 2020 as a public company in
England and Wales with company number 13078596 under the Companies Act, 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place
London SW1W 9NF United Kingdom.

The principal activity of the Company is to pursue one or more acquisitions.

The Company listed on the London Stock Exchange (“LSE”) on 21ST December
2022.
1. Accounting policies
The principal accounting policies applied in preparation of these financial
statements are set out below. These policies have been consistently applied
unless otherwise stated.

2.1          Basis of preparation

The principal accounting policies applied in the preparation of the Financial
Statements are set out below. These policies have been consistently applied to
the year presented, unless otherwise stated.

The Company Financial Statements have been prepared in accordance with
UK-adopted International Accounting Standards (‘IFRS’).

The Company Financial Statements are presented in £ unless otherwise stated.

2.2          Going concern

The Company’s business activities, together with facts likely to affect its
future operations and financial and liquidity positions are set out in the
Chairman’s Statement and the Strategic Report.

 

The Company’s financial statements have been prepared on the going concern
basis, which contemplates that the Company will be able to realize its assets
and discharge liabilities in the normal course of business. Despite this,
there can be no assurance that the Company will either achieve or maintain
profitability in the future and financial returns arising therefrom, may be
adversely affected by factors outside the control of the Company.

The Company has had recurring losses in the current year and prior period, and
its continuation as a going concern is dependent on the Company’s ability to
successfully fund its operations by obtaining additional financing from equity
injections or other funding.

This indicates that a material uncertainty exists that may cast significant
doubt over the Company’s ability to continue as a going concern.

Whilst acknowledging this material uncertainty, the directors consider it
appropriate to prepare the consolidated financial statements on a going
concern basis for the following reasons:
* The Company may reasonably expect to maintain continued support from
shareholders and other financiers that have supported the Company’s previous
capital raising to assist with meeting future funding needs; and 
* All outgoing and expenditure can be suspended until the sufficient
completion of a capital raise.
The financial statements do not include the adjustments that would result if
the Company were unable to continue as a going concern. The auditors have made
reference to going concern by way of a material uncertainty within their
report.

 

2.3          Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions.

2.4          Equity

Share capital is determined using the nominal value of shares that have been
issued.

The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.

Retained losses includes all current and prior year results as disclosed in
the income statement.

2.5          Foreign currency translation

The financial statements are presented in Sterling which is the Company’s
functional and presentational currency.

Transactions in currencies other than the functional currency are recognised
at the rates of exchange on the dates of the transactions.  At each reporting
date, monetary assets and liabilities are retranslated at the rates prevailing
at the balance sheet date with differences recognised in the Statement of
comprehensive income in the year in which they arise.

2.6          Financial instruments

IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.

a) Classification

The Company classifies its financial assets in the following measurement
categories:
* those to be measured subsequently at fair value (either through OCI or
through profit or loss); 
* those to be measured at amortised cost; and
* those to be measured subsequently at fair value through profit or loss.
The classification depends on the Company’s business model for managing
the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded either
in profit or loss or in OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).

b) Recognition

Purchases and sales of financial assets are recognised on trade date (that
is, the date on which the Company commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of
ownership.

 

c) Measurement

At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.

d) Impairment

The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Company
applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.

2.7          Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received
net of any direct issue costs.

2.8          Share based payments

The Group issues equity-settled share based payments to certain advisors.

Equity-settled Share based payments are measured at fair value at the date of
grant.

Fair value is measured using an appropriate options pricing model. The
expected life used in the model has been adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.

The fair value determined at the grant date of the equity-settled Share based
payments is expensed on a straight-line basis over the vesting period,
together with a corresponding increase in equity, based upon the Group’s
estimate of the shares that will eventually vest.

Where the terms of an equity-settled transaction are modified, as a minimum an
expense is  recognised as if the terms had not been modified. In addition, an
expense is recognised for any increase in value of the transaction as a result
of the modification, as measured at the date of the modification.

Where an equity-settled transaction is cancelled, it is treated as if it had
vested on the date of cancellation, and any expense not yet recognised for the
transaction is recognised immediately. However, if a new transaction is
substituted for the cancelled transaction and designated as a replacement
transaction on the date that it is granted, the cancelled and new transactions
are treated as if they were a modification of the original transaction, as
described in the previous paragraph.

2.9          Taxation

Tax currently payable is based on taxable profit for the year. Taxable profit
differs from profit as reported in the income statement because it excludes
items of income and expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The liability
for current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.

2.10      Critical accounting judgements and key sources of estimation
uncertainty

The preparation of the financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expense. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the year in which
the estimates are revised and in any future years affected.

Estimation of fair value of warrants issued in the year

The fair value of the warrants issued during the period have been calculated
using a Black Scholes model which requires a number of assumptions and inputs,
see Note 14 below.

 

2.11      New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):

 Standard                                                                      Effective date                             Overview                                                                                                                                                                  
 Amendments to IAS 1  Classification of Liabilities as Current or Non-current  1 January 2024 (early adoption permitted)  The standard has been amended to clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting 
                                                                                                                          period.  In order to conclude a liability is non-current, the right to defer settlement of a liability for at least 12 months after the reporting date must exist as at   
                                                                                                                          the end of the reporting period.  The amendments also clarify that (for the purposes of classification as current or non-current), settlement is the transfer of cash, the 
                                                                                                                          entity’s own equity instruments (except as described below), other assets or services.                                                                                    
 Amendments to IAS 21 – Lack of Exchangeability                                1 January 2025 (early adoption permitted)  The amendments have been made to clarify:  - when a currency is exchangeable into another currency; and - how a company estimates a spot rate when a currency lacks       
                                                                                                                          exchangeability.                                                                                                                                                          

 

 

 
1.                  Segmental analysis
The Company manages its operations in one segment, being seeking a suitable
investment. The results of this segment are regularly reviewed by the board as
a basis for the allocation of resources, in conjunction with individual
investment appraisals, and to assess its performance.
1.                  Operating Loss
Operating loss for the company is stated after charging:

                                         Year ended 31 December 2023 £   Year ended 31 December 2022 £       
 Directors’ fees                         108,000                         2,454                               
 Professional Fees (Legal & accounting)  364,949                         86,845                              
 Listing expenses                        65,983                          104,707                             
 Other administrative expenses           28,184                          -                                   
 Insurance                               27,418                          -                                   
 VAT provision written back              (32,274)                        -                                   
                                         562,260                         194,006                             
                                                                                                             

 
1.                  Directors’ and Employees
The average number of persons employed by the Company (including executive
directors) during the year year ended 31 December 2023 was:

 No of employees  Year ended 31 December 2023  Year ended 31 December 2022  
                                                                            
 Management       3                            3                            
                  3                            3                            

 

 

The aggregate payroll costs of these persons were as follows:

                     £        £      
 Wages and salaries  108,000  2,454  
                     108,000  2,454  

 

 

                    Year ended 31 December 2023 £   Year ended 31 December 2022 £   
 Fees to directors  108,000                         2,454                           
                    108,000                         2,454                           

 
1. Auditor’s Remuneration
                                                                       Year ending 31 December 2023  £   Year ending 31 December 2022  £   
 Fees payable to the Company’s auditor for the audit of the Company    35,000                            35,000                            
 Corporate Finance Fees                                                -                                 15,000                            
                                                                       35,000                            50,000                            

 
1. Taxation
                                                                                                                                                                                    As at 31 December 2023 £   As at 31 December 2022 £   
 A reconciliation of the tax charge / credit appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the year is:                                                        
 Loss per accounts                                                                                                                                                                  (712,170)                  (194,006)                  
 Tax credit at the standard rate of corporation tax in the UK of 19%                                                                                                                (135,312)                  (36,861)                   
 Adjustment for items disallowable for tax                                                                                                                                          -                          -                          
 Tax losses for which no deferred tax is recognised                                                                                                                                 135,312                    36,861                     
 Tax expense recognised in accounts                                                                                                                                                 -                          -                          

 

The Company has total carried forward losses of £815,418 (2022: £ 260,107).
The taxed value of the unrecognised deferred tax asset is £156,249 (2022:
£49,420) and these losses do not expire. No deferred tax assets in respect of
tax losses have been recognised in the accounts because there is currently
insufficient evidence of the timing of suitable future taxable profits against
which they can be recovered.

 
1. Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.

 

                                                                         31 December 2023  31 December 2022  
                                                                         £                 £                 
 Loss attributable to shareholders of Medcaw Investments Plc             (712,170          (194,006)         
 Weighted number of ordinary shares in issue                             19,563,414        10,236,324        
 Basic & dilutive earnings per share from continuing operations - pence  (3.64             (1.90)            

 

There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of
diluted earnings per share as they are anti-dilutive for the year presented.
See note 13 for further details.
1. Cash and cash equivalents
               As at 31 December 2023  £   As at 31 December 2022  £   
 Cash at bank  371,484                     643,872                     
               371,484                     643,872                     

 
1. Other current assets
              As at 31 December 2023  £   As at 31 December 2022  £   
 IPO Funds    -                           187,160                     
 Prepayments  36,100                      -                           
 VAT          104,223                     -                           
              140,323                     187,160                     

 

 

 

 

 
1. Loan note
 

                               As at 31 December 2023  £   As at 31 December 2022  £   
 Loan note                     149,109                     -                           
 Interest receivable           7,849                       -                           
 Provision for doubtful debts  (157,759)                                               
                               -                           -                           

 

On 23rd June 2023 £149,109 was loaned to Abyssinian Metals Pty Ltd (AML) to
fund working capital requirements. The loan accrues interest at 10% per annum
payable in monthly instalments. The loan is repayable upon demand by the
lender and can be converted into shares in AML subject to certain milestones.
As at reporting date the loan has not been converted to equity. Due to
inherent uncertainties around the collectability of the loan a provision has
been raised and an impairment charge for the full amount recorded in the
current year.

 

 

 
1. Trade and other payables
                 As at 31 December 2023  £   As at 31 December 2022  £         
 Trade payables  97,297                      203,256                           
 Accruals        145,454                     37,453                            
                 242,751                     240,709                           
                                                                               

 
1. Share capital and share premium
                             Ordinary Shares  Share Capital     Share Premium  Total       
                                              £                 £              £           
 Issue of ordinary shares 1  1,011,275                 10,113   30,338         40,451      
 IPO shares 2                6,370,820                 63,707   573,374        637,081     
 Share issue costs           -                         -        ( 61,702 )     ( 61,702 )  
 At 31 December 2022         17,132,095                171,320  679,110        850,430     
                                                                                           
 Issue of ordinary shares 3  5,000,000                 50,000   350,000        400,000     
 Share issue costs           -                         -        (24,000)       (24,000)    
 At 31 December 2023         22,132,095                221,320  1,005,110      1,226,430   
                                                                                           

 

1 On 9th May 2022 and 10th November 2022 the company issued 1,011,275 Ordinary
Shares at a subscription price of £0.04 in connection with the seed round of
fundraising.

 

2 On admission to the Standard List of the LSE on 21st December 2022,
6,370,820 shares were issued at a placing price of £0.10

3 On 6th July 2023 the company issued 5,000,000 Ordinary shares at a
subscription price of £0.01.

The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.

The Company has only one class of share. All ordinary shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
1. Share based payments reserve
                   2023 £   2022 £   
 Opening balance   -        -        
 Broker warrants   41       -        
 Advisor warrants  14,862   -        
 Adviser warrants  -        -        
 At 31 December    14,903   -        

 

The fair value of the services received in return for the warrants granted are
measured by reference to the fair value of the warrants granted. The estimate
of the fair value of the warrants granted is measured based on the
Black-Scholes valuations model. Measurement inputs and assumptions are as
follows:

                                           Broker      Advisor     Adviser    
 Issue date                                06/07/2023  06/07/2023  01/9/2023  
 Time to expiry                            2           2           3          
                                                                              
 Share price at date of issue of warrants  5p          5p          5p         
 Exercise price                            8p          4p          32p        
 Expected volatility                       18.4%       18.4%       18.4%      
 Risk free interest rate                   4.3%        4.3%        4.3%       

 

 

 

 

Warrants

                                    As at 31 December 2023                               
                                    Weighted average exercise price  Number of warrants  
 Brought forward at 1 January 2023  4p                               4,000,000           
 Granted in year                    26p                              9,712,500           
 Vested in year                     26p                              9,712,500           
 Outstanding at 31 December 2023    20p                              13,712,500          
 Exercisable at 31 December 2023    20p                              13,712,500          

 

The weighted average time to expiry of the warrants as at 31 December 2023 is
2.02 years (2022 : 1.98 years)

 
1. Financial Instruments and Risk Management
Principal financial instruments

The principal financial instruments used by the Company from which the
financial risk arises are as follows:

                                            31 December 2023 £   31 December 2022 £   
 Financial Assets at amortised cost                                                   
                                                                                      
 Cash and cash equivalents                  371,484              643,872              
 Loan note                                  -                    -                    
                                            371,484              643,872              
                                                                                      
 Financial Liabilities at amortised cost                                              
 Trade and other payables                   97,297               240,709              
 Accruals                                   145,454              37,453               
                                            242,751              278,162              

 

 

 

 

The financial liabilities are payable within one year.

 

General objectives and policies

Per the Directors report the overall objective of the Board is to set policies
that seek to reduce risk as far as practical without unduly affecting the
Company’s competitiveness and flexibility. Further details regarding these
policies are:

Policy on financial risk management

The Company’s principal financial instruments comprise cash and cash
equivalents, loan receivables, trade and other payables. The Company’s
accounting policies and methods adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial asset, financial liability and equity instrument
are set out in note 2 – “Accounting Policies”.

The Company does not use financial instruments for speculative purposes. The
carrying value of all financial assets and liabilities approximates to their
fair value.

Derivatives, financial instruments and risk management

The Company does not use derivative instruments or other financial instruments
to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.

Credit risk

Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with creditworthy
counterparties. The Company’s exposure and the credit ratings of its
counterparties are monitored by the Board of Directors to ensure that the
aggregate value of transactions is spread amongst approved counterparties.

The Company applies IFRS 9 to measure expected credit losses for its loan
receivables, these are regularly monitored and assessed. Loans aresubject to
an expected credit loss provision when it is probable that amounts outstanding
are not recoverable as set out in the accounting policy. Due to the inherent
uncertainty in the recoverability of the loan to AML the Company  has raised
a provision against the full amount and an impairment charge has been
recorded.

The Company’s principal financial assets are cash and cash equivalents and a
loan note. Cash equivalents include amounts held on deposit with financial
institutions.  The loan note is an unsecured loan accruing interest at 10%
per annum. The loan is repayable upon demand by the lender and can be
converted into shares in AML subject to certain milestones not being met. As
at reporting date the loan has not been converted to equity

The credit risk on liquid funds held in current accounts and available on
demand is limited because the Company’s counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.

No financial assets have indicators of impairment.

The Company’s maximum exposure to credit risk is limited to the carrying
amount of financial assets recorded in the financial statements.

Liquidity risk

During the 31 December 2023, the Company was financed by cash raised through
equity funding. Funds raised surplus to immediate requirements are held as
cash deposits in Sterling.

In managing liquidity risk, the main objective of the Company is to ensure
that it has the ability to pay all of its liabilities as they fall due. The
Company monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due.

 

The table below shows the undiscounted cash flows on the Company’s financial
liabilities as at 31 December 2023 on the basis of their earliest possible
contractual maturity.

 

                      Total  £   Within 2 months £   Within 2-6 months £   
 At 31 December 2023                                                       
 Trade payables       97,297     97,297              -                     
 Accruals             145,454    145,454             -                     

 

                      Total  £   Within 2 months £   Within 2-6 months £   
 At 31 December 2022                                                       
 Trade payables       203,256    203,256             -                     
 Accruals             37,454     37,454              -                     

 

 Capital management

The Company considers its capital to be equal to the sum of its total equity.
The Company’s objective when managing its capital is to ensure it obtains
sufficient funding for continuing as a going concern. The Company funds its
capital requirements through the issue of new shares to investors.

 
1. Related Party Transactions
Provision of services

During the year £107,225 (2022: £12,670 was incurred for the provision of
administrative and corporate accounting services from Orana Corporate LLP of
which Charles Wood and Sarah Cope are both directors or past directors of the
Company and Partners of Orana Corporate LLP. These transactions have been
treated at arm’s length and processed at the fair market value of services
provided. Other than these there were no other related party transactions.

 
1. Ultimate Controlling Party
As at 31 December 2023, there was no ultimate controlling party of the
Company.

 
1. Capital Commitments
As at 31 December 2023 there were no capital commitments for the Company.

 
1. Subsequent events
There have been no subsequent of events after 31 December 2023.

 



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