REG-Medcaw Investments Plc: Audited Financial Results for the Year Ended 31 December 2024
Wed 15:30
Medcaw Investments Plc
(“Medcaw” or the “Company”)
Audited Financial Results for the Year Ended 31 December 2024
Medcaw is pleased to announce the publication of the audited results for the
year ended 31 December 2024. A copy of the Company’s annual report will be
made available on the Company’s website www.medcaw-invest.com.
Chairman’s Statement
It is my pleasure to submit the Chairman’s Statement for the Company
covering the twelve-month period to 31 December 2024.
We announced on 2 April 2025 (post period end) that the board has determined
that the Company will not be proceeding with the proposed reverse transaction
of Abyssinian Metals Limited (“AML”) as announced on 7 July 2023. The
board of the Company reached this conclusion as a result of the ongoing
dispute between AML and the Federal Democratic Republic of Ethiopia (including
Oromia State), details of which were announced by Medcaw on 8 November 2024.
The Company understands that AML continues to seek a resolution to the dispute
with the Federal Democratic Republic of Ethiopia (including Oromia State) with
regards to the ownership and operation of the Kenticha Lithium project. In
relation to the Company’s legal position in respect of AML, the Company is
in the process of taking professional advice.
The Company’s shares re-commenced trading on the London Stock Exchange on
2nd April 2025. The Directors have commenced the search for a new
acquisition target.
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
30 April 2025
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 2024
Year ended 31 December 2024 Year ended 31 December 2023
Note £ £
Revenue - -
Administrative expenses 4 (267,097) (562,260)
Impairment 11 (196,141) (157,759)
Operating result (463,238) (720,019)
Finance income/(expense) 11 30,878 7,849
Loss before taxation (432,360) (712,170)
Income tax - -
Loss for the year and total comprehensive loss for the year (432,360) (712,170)
Basic and diluted loss per Ordinary Share (pence) 8 (1.95) (3.64)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
Statement of Financial Position
As at 31 December 2024
As at 31 December 2024 As at 31 December 2023
Note £ £
ASSETS
Current assets
Cash and cash equivalents 9 72,286 371,484
Other current assets 10 26,191 140,323
Loan notes 11 - -
Total assets 98,477 511,807
Liabilities
Current liabilities
Trade & other payables 12 261,781 242,751
Total liabilities 261,781 242,751
Net (Liabilities) / Assets (163,304) 269,056
EQUITY AND LIABILITIES
Equity attributable to owners
Ordinary share capital 13 221,320 221,320
Share premium 13 1,005,110 1,005,110
Share based payment reserve 14 14,903 14,903
Accumulated losses (1,404,637) (972,277)
Total equity and liabilities (163,304) 269,056
Statement of Changes in Equity
For the Year Ended 31 December 2024
Ordinary share capital Share premium Share based payment reserve Retained earnings Total equity
£ £ £ £ £
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
Comprehensive loss for the year
Loss for the year - - - (432,360) (432,360)
Total comprehensive loss for the year - - - (432,360) (432,360)
Transactions with owners - - - - -
Warrants issued during year - - - - -
Ordinary shares issued during year - - - - -
Share issue costs - - - - -
Total transactions with owners - - - - -
As at 31 December 2024 221,320 1,005,110 14,903 (1,404,637) (163,304)
Consolidated Statement of Cashflows
Notes Year ended 31 December 2024 Year ended 31 December 2023
£ £
Cash flows from operating activities
Loss before income tax (432,360) (712,170)
Adjustments for:
Impairment 11 196,141 157,759
Share based payments 14 - 14,903
Adjustments for changes in working capital:
Decrease in trade and other receivables 114,132 (140,323)
Decrease in trade and other payables 19,030 1,241
Interest income (30,878) (7,849)
Net cash used in operating activities (133,935) (686,439)
Cash flows from financing activities
Cash received from issue of Ordinary Shares - 563,160
Net cash from financing activities - 563,160
Cash flows from investing activities
Loan notes 11 (165,263) (149,109)
Net cash used in investing activities (165,263) (149,109)
Net decrease in cash and cash equivalents (299,198) (272,388)
Cash and cash equivalents at beginning of year 371,484 643,872
Cash and cash equivalents at end of year 72,286 371,484
Notes to the Financial Statements
For the Year Ended 31 December 2025
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 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 2024 £ Year ended 31 December 2023 £
Directors’ fees 72,000 108,000
Professional Fees (Legal & accounting) 105,217 364,949
Listing expenses 47,468 65,983
Other administrative expenses 15,532 28,184
Insurance 26,880 27,418
VAT provision written back - (32,274)
267,097 562,260
1. Directors’ and Employees
The average number of persons employed by the Company (including executive and
non-executive directors) during the year ended 31 December 2024 was:
No of employees Year ended 31 December 2024 Year ended 31 December 2023
Management 3 3
3 3
The aggregate payroll costs of these persons were as follows:
£ £
Wages and salaries 72,000 108,000
72,000 108,000
Year ended 31 December 2024 £ Year ended 31 December 2023 £
Fees to directors 72,000 108,000
72,000 108,000
1. Auditor’s Remuneration
Year ending 31 December 2024 £ Year ending 31 December 2023 £
Fees payable to the Company’s auditor for the audit of the Company 30,000 35,000
30,000 35,000
1. Taxation
As at 31 December 2024 As at 31 December 2023
£ £
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 (432,360) (712,170)
Tax credit at the standard rate of corporation tax in the UK of 19% (82,148) (135,312)
Adjustment for items disallowable for tax - -
Tax losses for which no deferred tax is recognised 82,148 135,312
Tax expense recognised in accounts - -
The Company has total carried forward losses of £1,247,778 (2023: £
815,418). The taxed value of the unrecognised deferred tax asset is £238,397
(2023: £156,249 ) 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 2024 31 December 2023
£ £
Loss attributable to shareholders of Medcaw Investments Plc (432,360) (712,170)
Weighted number of ordinary shares in issue 22,132,095 19,563,414
Basic & dilutive earnings per share from continuing operations - pence (1.95) (3.64)
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 2024 £ As at 31 December 2023 £
Cash at bank 72,286 371,484
72,286 371,484
1. Other current assets
As at 31 December 2024 £ As at 31 December 2023 £
IPO Funds - 36,100
Prepayments 24,746 104,223
VAT 1,445 -
26,191 140,323
1. Loan note
As at 31 December 2024 £ As at 31 December 2023 £
Loan note 315,173 149,109
Interest receivable 38,727 7,849
Provision for doubtful debts (353,900) (157,759)
- -
On 23rd June 2023 and 19th January 2024 £149,109 and £159,194 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. During the
year £30,878 of interest income was accrued. 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. During 2024 a £196,141 (2023 :£157,759)
impairment charge was recorded against the amount.
1. Trade and other payables
As at 31 December 2024 £ As at 31 December 2023 £
Trade payables 16,327 97,297
Accruals 245,454 145,454
261,781 242,751
1. Share capital and share premium
Ordinary Shares Share Capital Share Premium Total
£ £ £
At 31 December 2022 17,132,095 171,320 679,110 850,430
Issue of ordinary shares 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
Issue of ordinary shares - - - -
Share issue costs - - - -
At 31 December 2024 22,132,095 221,320 1,005,110 1,226,430
1On 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
2024 £ 2023 £
Opening balance 14,903 -
Broker warrants - 41
Advisor warrants - 14,862
Adviser warrants - -
At 31 December 14,903 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 2024
Weighted average exercise price Number of warrants
Brought forward at 1 January 2024 20p 13,712,500
Expired during the year 4p (4,000,000)
Expired during the year
Cancelled 32p (7,812,500)
Granted in year - -
Vested in year - -
Outstanding at 31 December 2024 5.3p 1,900,000
Exercisable at 31 December 2024 5.3p 1,900,000
The weighted average time to expiry of the warrants as at 31 December 2024 is
.5 years (2023 : 2.02 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 2024 £ 31 December 2023 £
Financial Assets at amortised cost
Cash and cash equivalents 72,286 371,484
Loan note - -
72,286 371,484
Financial Liabilities at amortised cost
Trade and other payables 16,327 97,297
16,327 97,297
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 are subject 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 2024, 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 2024 on the basis of their earliest possible
contractual maturity.
Total £ Within 2 months £ Within 2-6 months £
At 31 December 2024
Trade payables 16,327 16,327 -
Accruals 245,454 245,454 -
Total £ Within 2 months £ Within 2-6 months £
At 31 December 2023
Trade payables 97,297 97,297 -
Accruals 145,454 145,454 -
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 £22,673 (2023: £107,225) 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 2024, there was no ultimate controlling party of the
Company.
1. Capital Commitments
As at 31 December 2024 there were no capital commitments for the Company.
1. Subsequent events
On 2nd April 2025, the company announced it will not be proceeding with the
proposed reverse transaction of Abyssinian Metals Limited (“AML”) as
announced on 7 July 2023 at this stage. The board of the Company reached this
conclusion as a result of the ongoing dispute between AML and the Federal
Democratic Republic of Ethiopia (including Oromia State). The Company
understands that AML continues to seek a resolution to the dispute with the
Federal Democratic Republic of Ethiopia (including Oromia State) with regards
to the ownership and operation of the Kenticha Lithium project. In relation to
the Company’s legal position in respect of AML, the Company is in the
process of taking professional advice.
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