REG - Neo Energy Metals - Audited Accounts for the 18 months to 30 Sept 2023
01/02/2024 07:00
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RNS Number : 6123B Neo Energy Metals PLC 01 February 2024
Neo Energy Metals plc / EPIC: NEO / Market: Main Market of the London Stock
Exchange
1 February 2024
Neo Energy Metals plc
('NEO' or 'the Company')
Audited Accounts for the 18 Months Ended 30 September 2023
Neo Energy Metals plc (formerly Stranger Holdings PLC), the near term,
low-cost uranium developer, is pleased to announce that its audited accounts
for the 18 months ended 30 September 2023 (the "period") have been approved
and extracts are attached to this announcement. They are available in full on
the Company's website at https://neoenergymetals.com
(https://neoenergymetals.com) .
HIGHLIGHTS
· Focus during the period was on finalising the reverse takeover
("RTO") transaction with Stranger Holdings to pave the way for the successful
listing of NEO Energy Metals ("NEO") on the London Stock Exchange's main
market.
· 22 June 2023: Secured committed equity funding of £3.5 million
from Q Global Commodities Group ('QGC'), one of South Africa's leading
independent commodity, mining, logistics and investment funds.
o QGC's £3.5 million of equity funding was the minimum required to complete
the transaction, including obtaining approval of the Prospectus relating to
the transaction by the Financial Conduct Authority ("FCA")
o Allowed the Company to seek to raise up to £1.4 million of further equity
funding through its UK based broker and advisors in the UK and Kenya.
SUBSEQUENT EVENTS
· 2 October 2023: Prospectus approved by the FCA and published by
the Company in respect of:
o the proposed acquisition of up to a 70% interest in the Henkries Uranium
Deposit and Prospecting Right in the Republic of South Africa;
o the issue of 1,070,601,468 Ordinary Shares in connection with a placing
and conversion of debt into equity;
o admission of 1,216,371,468 Ordinary Shares of £0.0001 par each to the
Official List (by way of Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the London Stock Exchange's Main Market for listed
securities; and
o The name of the Company was changed to Neo Energy Metals PLC.
· 9 November 2023: Transaction completed with the Company's shares
re-admitted to trading on the London Stock Exchange under its new name Neo
Energy Metals PLC.
o Raised £4.9 million as part of the RTO process through a Subscription for
Shares and a Placing of Shares at 1.25 pence per Ordinary Share.
o Board strengthened with the appointment of Jason Brewer (Non-Executive
Chairman), Sean Heathcote (Chief Executive Officer & Director), and
Jackline Muchai (Non-Executive Director).
· 10 November 2023: Raised an additional £500,000 by way of a
Subscription at a price of 1.25 pence per Ordinary Share.
CHAIRMAN'S STATEMENT
The 18 month period under review was immensely busy as we worked towards
finalising the reverse takeover transaction with Stanger Holdings to pave the
way for the successful listing of NEO Energy Metals ("NEO") on the London
Stock Exchange's main market on 9 November 2023.
A significant milestone in this process was securing a cornerstone investment
of £3.5million in June 2023 from Q Global Commodities Group ('QGC'), one of
South Africa's leading independent commodity, mining, logistics and investment
funds.
Led by Quinton Van de Burgh, a highly successful South African entrepreneur
with nearly two decades of mining experience and a track record of developing
over 47 projects, including two large-scale mining companies, this marked
QGC's inaugural investment in uranium. It was clear from the outset that QGC's
exemplary record in South Africa's mining sector would be a huge benefit to
the Company. It's firm commitment to advancing green technologies and
renewable energies, by the ethical, sustainable, and responsible mining of
critical metals also means we have a cornerstone investor which shares NEO's
ethos and ambitions.
The support from QGC not only played a pivotal role in advancing NEO's listing
but also facilitated an additional £1.4 million fundraising through our UK
brokers and clients of Gathoni Muchai Investments Limited, a mining investment
group based in East Africa. The cumulative £4.9 million of funding is
enabling NEO to accelerate the development of its low-cost, near-term Henkries
Uranium Project in the Northern Cape Province of South Africa, with a
development decision expected within two years.
Following the successful reverse takeover and NEO's admission to the main
board London Stock Exchange as its first uranium exploration company on 9
November 2023, we have initiated work to expand the Henkries Project's Mineral
Resource. Less than 10% of the prospective ground has been fully tested,
making the potential for new uranium discoveries substantial. Additionally, we
have commenced work to update the positive feasibility study completed by
Anglo American, underscoring our commitment to fast-tracking production.
This strategic groundwork positions NEO for future growth at an opportune
time. The imperative to enhance energy security and reduce emissions has
bolstered the case for nuclear energy. It is recognised as the cleanest,
cheapest, and safest form of mass power generation. With approximately 10% of
global power generation sourced from nuclear energy (rising up to 70% in
advanced economies like France), and a significant portion of new reactors
under construction in Asia, the demand for uranium is set to rise.
Meanwhile, with inventories depleting and no new deposits coming into
production, the need for increased uranium mining is evident. This is
reflected in the uranium prices reaching a 17-year high, with rates hitting
$106 a pound in late January 2024, marking a significant increase over the
past few months.
NEO is well-positioned to capitalise on this opportunity and that is thanks to
the collective efforts of many individuals, and the support and belief of both
new and existing shareholders. As we look ahead, we remain committed to
driving sustained growth, innovation, and value for our stakeholders, and we
appreciate the continued trust placed in NEO.
Jason Brewer
Non-Executive Chairman
STATEMENT OF COMPREHENSIVE INCOME
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER 2023
Period ended 30 September 2023 Year ended 31 March 2022
Notes £'000 £'000
Continuing operations
Listing costs 5 (48) (1)
Forgiveness of related party loans 5 51 -
Administrative expenses 5 (936) (457)
Operating loss (933) (458)
Investment income 5 48 13
Finance costs 5 (15) (157)
Loss before taxation (900) (602)
Taxation 7 - -
Loss for the year attributable to the equity owners (900) (602)
Total comprehensive income attributable to the equity owners (900) (602)
Basic and diluted (loss) per share 8 (0.62 p) (0.41 p)
The loss for the period is the same as the total comprehensive income for the
year attributable to the owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
30 September 2023 31 March 2022
Notes £'000 £'000
Assets
Current assets
Trade and other receivables 9 490 501
Cash and cash equivalents 10 - -
490 501
Total Assets 490 501
Equity and liabilities
Current liabilities
Trade and other payables 11 1,685 949
Borrowings 12 2,217 2,051
Non-current liabilities
Borrowings 12 24 37
Total Liabilities 3,926 3,037
Equity attributable to equity holders of the company
Share Capital - Ordinary shares 13 145 145
Share Premium account 737 737
Accumulated Deficit 14 (4,318) (3,418)
Total Equity (3,436) (2,536)
Total Equity and liabilities 490 501
STATEMENT OF CASH FLOWS
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER 2023
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Cashflows from operating activities
Loss before tax (900) (602)
Add interest payable 15 157
Less interest receivable (48) (13)
(Increase)/decrease in receivables 11 133
Increase in payables 942 500
Cash flow from operating activities 20 175
Cashflows from investing activities
Advance made for investment - (12)
Amounts paid to related parties (39) (36)
Interest received 48 13
Interest paid (15) (157)
Net cash (used in) investing activities (6) (192)
Cash flows from financing activities
Bond cash receipts - 19
Bank loan repayments (14) (2)
Net cash (used in)/from financing activities (14) 17
Net (decrease) in cash and cash equivalents - -
Cash and cash equivalents at the beginning of the period - -
Cash and cash equivalents at end of period - -
Represented by: Bank balances and cash - -
STATEMENT OF CHANGES IN EQUITY
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER 2023
Share capital Share Accumulated deficit Total
premium equity
£'000 £'000 £'000 £'000
As at 31 March 2021 145 737 (2,816) (1,934)
Loss for the period - - (602) (602)
As at 31 March 2022 145 737 (3,418) (2,536)
Loss for the period - - (900) (900)
As at 30 September 2023 145 737 (4,318) (3,436)
Share capital is the amount subscribed for shares at nominal value.
Share premium represents amounts subscribed for share capital in excess of
nominal value.
Accumulated deficit represent the cumulative loss of the company attributable
to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER 2023
1 General information
Neo Energy Metals PLC (formally Stranger Holdings PLC) ('the Company')
following the RTO is now a Uranium / Yellowcake mining and exploration company
incorporated in the United Kingdom. The address of the registered office is
disclosed on the company information page at the front of the annual report.
The Company is limited by shares and was incorporated and registered in
England on 22 October 2015 as a private limited company and re-registered as a
public limited company on 14 November 2016.
2 Accounting policies
2.1 Basis of Accounting
These financial statements of Neo Energy Metals PLC (formally Stranger
Holdings PLC) have been prepared in accordance with UK adopted International
Accounting Standards and in accordance with the Companies Act 2006. The
financial statements have been prepared under the historical cost convention.
The principal accounting policies adopted are set out below. These policies
have been consistently applied.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in Note 3. The preparation of financial
statements in conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of accounting policies
and reported amounts of assets, liabilities, income and expenses. Although
these estimates are based on management's experience and knowledge of current
events and actions, actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current
and future periods.
Both the functional and presentational currency in which the financial
statements are presented is GBP.
a) Going concern
These financial statements have been prepared on the assumption that the
Company is a going concern. When assessing the foreseeable future, the
Directors have looked at a period of at least twelve months from the date of
approval of this report.
The RTO completed post year end on 8 November 2023 and substantial new funds
have been raised; together with a subscription agreement for funds to be
subscribed for in instalments up to £3.5million over the forecast period
which is considered sufficient for the Company to continue in operation for at
least a further 12 months and for the company to achieve its plans as detailed
in the prospectus available on https://neoenergymetals.com
(https://neoenergymetals.com) . Accordingly, the going concern basis has been
adopted in preparing the financial statements.
The loan notes shown in the balance sheet of £2.017million are resolved as
follows: Resolutions were passed by the noteholders with regard to the
redemption of these Series 2017-F2 Loan Notes In full by way of the issue to
the Noteholders of their pro rata entitlement to shares in Neo Energy Metals
PLC (formerly Stranger Holdings PLC) at a rate of 15p per £1 at a price of
0.75p per share. (net of costs)
There is no longer any cash liability to the Company. The foregoing is now
being implemented by the issue of shares to the underlying loan note/bond
holders subsequent to the completion of the RTO on 8 November 2023.
b) New standards, amendments to standards and interpretations
There were no new standards or interpretations impacting the Company that have
been adopted in the annual financial statements for the year ended 30
September 2023, and which have given rise to changes in the Company's
accounting policies.
c) Standards and interpretations in issue but not yet effective or not
yet relevant
At the date of authorisation 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:
Effective annual periods beginning before or after
IAS 1 Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice 1 January 2023
Statement 2);
IAS 8 Amendments regarding the definition of accounting estimates 1 January 2023
IAS 12 Amendments regarding deferred tax on leases and decommissioning obligations 1 January 2023
IFRS 17 Amendments to address concerns and implementation challenges that were 1 January 2023
identified after IFRS 17 was published
Effective annual periods beginning before or after
IAS 1 Amendments to defer the effective date of January 2020 amendments regarding 1 January 2023
the disclosure of accounting policies
IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback) 1 January 2024
IAS 1 Presentation of Financial Statements (Amendment - classification of 1 January 2024
Liabilities as Current or Non-current)
IAS 1 Presentation of Financial Statements (Amendment - Non-current Liabilities with 1 January 2024
Covenants)
The Company intends to adopt these Standards for the respective financial
years beginning after the effective dates. The Directors do not anticipate the
adoption of any of these standards issued by IASB, but not yet effective, to
have a material impact on the financial statements of the Company.
2.2 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors make strategic decisions. In the opinion of the directors, the
Company has one class of business, during the period being that of an
investment company. The Company's primary reporting format is determined by
the geographical segment according to the location of its establishments.
There is currently only one geographic reporting segment, which is the UK. All
costs are derived from the single segment.
2.3 Financial assets and liabilities
The Company classifies its financial assets at fair value through profit or
loss or as loans and receivables and classifies its financial liabilities and
other financial liabilities at amortised cost. Management determines the
classification of its investments at initial recognition, A financial asset or
liability is measured initially at fair value. At inception transaction costs
that are directly attributable to the acquisition or issue, for an item not at
fair value through profit or loss, is added to the fair value of the financial
asset and deducted from the fair value of the financial liabilities.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determined payments that are not quoted on an active market. They arise when
the Company provides money, goods or services directly to a debtor with no
intention of trading the receivable. Loans are recognised when funds are
advanced to the recipient. Loan sand receivables are carried at amortised cost
using the effective interest method (see below).
Other financial liabilities
Other financial liabilities are non-derivative financial liabilities with
fixed or determined payments. Other financial liabilities are recognised when
cash is received from a depositor. Other financial liabilities are carried at
amortised cost using the effective interest method. The fair value of the
other liabilities repayable on demand is assumed to be the amount payable on
demand at the statement of financial position date.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or where the Company has transferred
substantially all the risks and rewards of ownership. In transactions in which
the Company neither retains nor transfers substantially all the risks and
rewards of ownership of a financial asset and retains control over the asset,
the Company continues to recognise the asset to the extent of its continuing
involvement, determined by the extent to which it is exposed to changes in the
value of the transferred asset. There have not been any instances where assets
have only been partly derecognised. The Company derecognises a financial
liability when its contractual obligations are discharged, cancelled or
expired.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount
at which the financial asset or liability is measured at initial recognition,
minus principal payments, plus or minus the cumulative amortisation using the
effective interest method of any differences between the initial amount
recognised and maturity amount, minus any reduction to impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability
settled, between knowledgeable, willing parties in an arm's length transaction
on the measurement date. The fair value of assets and liabilities in active
markets are based on current bid and offer prices respectively. If the market
is not active the Company establishes fair value by using other financial
liabilities appropriate valuation techniques. These include the use of recent
arm's length transactions, reference to other instruments that are
substantially the same for which market observable prices exist, net of
present value and discounted cash flow analysis.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and other
short-term highly liquid investments with original maturities of three months
or less.
2.4 Borrowings
Borrowings are recognised initially at fair value, net of transactions costs
incurred.
Borrowings are subsequently carried at amortised cost: any difference between
the proceeds (net of transaction costs) and the redemption value is recognised
in the income statement over the period of the borrowings using the effective
interest method.
Fees paid on the establishment of the loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred
until the draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is
capitalised as a pre-payment for liquidity services and amortised over the
period of the facility to which it relates.
Borrowing costs
All other borrowing costs are recognised in the profit or loss in the period
in which they are incurred.
2.5 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
2.6 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the statement of comprehensive
income 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 Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the end of
the reporting period.
Deferred tax is recognised on temporary differences between the carrying
amount of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised. The measurement of deferred tax assets and liabilities reflects the
tax consequences that would follow from the manner in which the Company
expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except
when it relates to items that are recognised in other comprehensive income or
directly in equity, in which case the current and deferred tax is also
recognised in other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a
business combination, the tax effect is included in the accounting for the
business combination.
2.7 Interest receivable
Interest receivable consists of interest received or receivable in the
reporting period and may consist of both bank interest and non-bank interest.
2.8 Interest payable
Interest payable consists of interest received or receivable in the reporting
period and may consist of both bank interest and non-bank interest.
3 Critical accounting estimates and judgments
The company makes certain judgements and estimates which affect the reported
amount of assets and liabilities. Critical judgements and the assumptions used
in calculating estimates are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. Management used such
judgments during the period in relation to determining the value of the bonds
and convertible loan notes.
4 Financial risk management
The company's activities may expose it to some financial risks. The company's
overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the company's
financial performance.
a) Liquidity and cash flow risk
Liquidity risk is the risk that company will encounter difficulty in meeting
obligations associated with financial liabilities. The responsibility for
liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management
of the company's short term and long-term funding risks management
requirements. The company manages liquidity risks by maintaining good
relationships with their lenders and by continuously monitoring forecast and
actual cash flows,
Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years
£'000 £'000 £'000 £'000
As at 30 September 2023
Borrowings (excluding finance lease liabilities) 2,217 10 14 -
Trade and other payables 1,684 - - -
As at 31 March 2022
Borrowings (excluding finance lease liabilities) 2,051 10 27 -
Trade and other payables 949 - - -
Please also see Note 16.
5 Operating profit, expenses by nature and personnel
Period ended Year ended
30 September 2023 31 March 2022
£'000 £'000
Operating profit is stated after charging:
Directors fees (note 6) 298 144
Legal and professional fees 104 20
Listing costs 48 1
Accountancy fees 183 20
Audit fees 70 33
Bad debt provision 53 -
Consultancy & advisory fees 157 4
Write-off of bond transaction costs (51) -
Other administrative expenses 74 181
Total administrative expenses 936 423
In addition to the above operating cost analysis, the company incurred finance
costs of £15,000 (2022: £191,000) which were made up of bank and non-bank
interest payable as well as bond interest payable.
Investment income stated of £48,000 (2022: £13,000) includes interest
receivable by the company. Audit fees stated (excluding VAT) are £50,000 in
2023 (2022: £29,000).
6 Personnel
The average monthly number of employees during the period consisted of the two
directors (2022: two).
There were no benefits, emoluments or remuneration payable during the period
for key management personnel, except £298,314 (inclusive of VAT) in fees
disclosed in Note 5 (2022: £144,000 inclusive of VAT in fees). The fees paid
are also detailed in Note 18 as a related party transaction.
The highest paid directors are both Charles Tatnall and James Longley with
fees of £149,157 each including VAT.
7 Taxation
Period ended Year ended
30 September 2023 31 March 2022
£'000 £'000
Total current tax - -
Factors affecting the tax charge for the period (900) (432)
Loss on ordinary activities before taxation
Tax adjustments - -
(900) (432)
(Loss) on ordinary activities before taxation multiplied by standard rate of (225) (82)
UK corporation tax of 25% (2022: 19%)
Effects of:
Non-deductible expenses - -
Tax losses carried forward 225 82
Current tax charge for the period - -
No liability to UK corporation tax arose on ordinary activities for the
current period (2022: £nil).
The company has estimated excess management expenses of £3,309,000 (2022:
£2,409,000) available for carry forward against future trading profits.
The effects of the trading loss for the year has resulted in a deferred tax
asset of approximately £584,000 (2022: £359,000) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
8 Earnings per share
Period Year ended
ended 30 31 March 2022
September 2023
Basic earnings/(loss) per share is calculated by dividing the loss from
continuing operations attributable to equity shareholders by the weighted
average number of ordinary shares in issue during the period:
Loss after tax attributable to equity holders of the company (£'000) (900) (602)
Weighted average number of ordinary shares 145,770,000 145,770,000
Basic and diluted loss per share (0.62p) (0.41p)
In 2019, the company issued convertible loan notes with a nominal value of
£190,000 which can be converted into shares at a rate between 0.55p/share and
1.25p/share resulting in potentially dilutive shares of 24,363,636. As the
company is loss making these would be considered antidilutive.
9 Trade and other receivables
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Other receivables 483 488
Prepayments 4 1
Other debtors 3 12
490 501
Other receivables include amounts due from Recyclus Group of £399,000 2022:
£404,000). The Recyclus loan of £399,000 was received after the year end.
There are no material differences between the fair value of trade and other
receivables and their carrying value at the year end.
No receivables (except Recyclus) were past due or impaired at the year-end. In
respect of the Recyclus debt, legal proceedings continue to recover monies
owed. The balance was past due and £399,000 has subsequently been received
post year end and an additional sum is being sought and because of uncertainty
of its recoverability that balance had been impaired
10 Cash and cash equivalents
Period ended 30 September 2023 Year ended 31 March 2022
£000
£000
Cash at bank - -
- -
11 Trade and other payables
Period ended 30 September 2023 Year ended 31 March 2022
£000
£000
Trade and other payables 1,363 442
Accruals 322 507
1,685 949
12 Borrowings
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Current borrowings
Convertible loan notes 190 190
Bank loan 10 11
Loan facility 2,017 1,853
Unamortised finance costs - (3)
Total current borrowings 2,217 2,051
Non-current borrowings
Loan facility - -
Unamortised finance costs - -
Bank loan 24 37
Total non-current borrowings 24 37
Total borrowings 2,241 2,088
A bank loan was received in 2020 for £50,000. The loan is repayable over 6
years, is unsecured and attracts interest at 2.5% per annum.
A number of convertible loan notes were issued in 2019 and 2020, with a total
nominal value of £190,000.
Convertible loan notes of £90,000, bear interest at 10% per annum, are
convertible at 0.75p per share and can convert at any time but are fully
repayable upon the completion or fall through of the planned reverse
take-over.
Convertible loan notes of £100,000, are non-interest bearing, are convertible
at 0.75p per share and can convert at any time but are fully repayable upon
the completion or fall through of the planned reverse take-over which has
taken place since the year end and the loans have been swapped for equity in
Neo Energy Metals PLC.
The loan notes shown in the balance sheet of £2.017million are resolved as
follows: Resolutions were passed by the noteholders with regard to the
redemption of these Series 2017-F2 Loan Notes In full by way of the issue to
the Noteholders of their pro rata entitlement to shares in Neo Energy Metals
PLC (formerly Stranger Holdings PLC) at a rate of 15p per £1 at a price of
0.75p per share. (net of costs)
There is no longer any cash liability to the Company. The foregoing is now
being implemented by the issue of shares to the underlying loan note/bond
holders subsequent to the completion of the RTO on 8 November 2023.
13 Share capital
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Allotted, called up and fully paid
145,770,000 Ordinary shares of £0.001 each 145 145
145 145
During the period the company had no share transactions.
The ordinary shares have attached to them full voting, dividend and capital
distribution (including on winding up) right; they do not confer any rights of
redemption.
Share Premium
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Opening balance 737 737
Closing balance 737 737
14 Accumulated deficit
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
At start of period (3,418) (2,816)
Profit/(loss) for the period (900) (602)
At end of period (4,318) (3,418)
15 Contingent liabilities
The company has no contingent liabilities in respect of legal claims or other
known claims arising from the company's activities.
16 Financial instruments
Period ended 30 September 2023 Year ended 31 March 2022
£000 £000
Categories of financial instruments
Financial assets
Trade and other receivables 490 501
Cash and cash equivalents - -
490 501
Financial liabilities at amortised cost:
Convertible loan notes 190 105
Bank loan 34 48
Non-bank loan facility 2,017 1,806
2,241 2,088
a) Interest rate risk
The Company holds quoted debt securities at fixed rates of interest and is
therefore exposed to interest rate risk. The impact of an increase or decrease
on interest rates of 100 basis points on cash and deposits, based on the
closing balance sheet position over a 12-month period, is considered
immaterial.
Based on cash balances as above as at the statement of financial position
date, a rise in interest rates of 1% would not have a material impact on the
profit and loss of the Company and such is not disclosed.
In relation to sensitivity analysis, there was no material difference to
disclosures made on financial assets and liabilities.
b) Credit risk
No receivables were past due or impaired at the period end, except for the
Recyclus debt. In respect of the Recyclus debt, £399,000 has been received
post period end, however legal proceedings continue to recover interest owed,
see note 9. The Company had no long term receivables at the period end (2022:
Nil).
c) Capital risk management
The Company defines capital as the total equity of the Company. The Company's
objectives when managing capital are to safeguard the Company's ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
d) Fair value of financial assets and
liabilities
There are no material differences between the fair value of the Company's
financial assets and liabilities and their carrying values in the financial
statements.
17 Directors salaries, fees and Related parties
1) Salaries paid to Directors
Charles Tatnall
£Nil (2022: £Nil)
James Longley £Nil
(2022: £Nil)
2) Consultancy fees of £149,157 (2022: £72,000) were charged by
Chapman Longley Limited (a company controlled by James Longley) in the period
of which £126,508 (2022: £71,686) was outstanding as at the period end. All
balances are inclusive of VAT where applicable. Included in Other payables is
£64,449 (2022: £25,800) that is owed to James Longley at the year end and
relates reimbursable expenses incurred on behalf of the company.
3) Consultancy fees of £149,157 (2022: £72,000) were charged by
Brookborne Limited (a company controlled by Charles Tatnall) in the period of
which £161,421 (2022: £71,686) was outstanding as at the year end. All
balances are inclusive of VAT where applicable. Included in Other payables is
£550 (2022: £18,000) that is owed to Charles Tatnall at the year end and
relates reimbursable expenses incurred on behalf of the company.
4) Fandango Holdings PLC a company where both Charles Tatnall and James
Longley are the directors is owed £97,840 (2022: £197,850) by the company as
at the year end. The loan is not secured, does not attract interest and is
repayable on demand. The amount is included within Trade and other payables.
5) Plutus Energy Limited a company where Charles Tatnall is the sole
director is owed £13,656 (2022: owed £24,570) by the company as at the year
end. The loan is unsecured, does not attract interest and is repayable on
demand. The amount is included within Trade and other payables.
6) Included within Trade and other payables is a balance of £4,064
payable (2022: £5,080) relating to Plutus Powergen PLC a company where both
Charles Tatnall and James Longley are directors. The loan is unsecured, does
not attract interest and is repayable on demand.
7) Included within trade and other payables is a balance of £34,912
relating to Oliver Longley, son of James Longley
18 Subsequent Events
9 November 2023 was the first day of dealings on the LSE after the RTO of Neo
Energy Metals PLC (formerly Stranger Holdings PLC) the near term, low-cost
uranium developer under the ticker NEO.
As part of a Reverse Take-Over ('RTO') process, the Company raised GBP4.9
million gross of fees and costs through a Subscription for Shares and a
Placing of Shares at 1.25 pence per Ordinary Share. The Enlarged Share Capital
following Admission will be 1,216,371,468 ordinary shares gave the Company a
market capitalisation of c. GBP15m.
On 10 November 2023 Neo Energy Metals PLC, the near term, low-cost uranium
developer announced that it had raised a further GBP500,000 by way of a
Subscription, through the issue of 40,000,000 new Ordinary Shares of GBP0.0001
in the Company (the Subscription Shares") at a price of 1.25 pence per
Ordinary Share.
Following admission of the 40,000,000 Subscription Shares, the Company's
issued share capital will consist of 1,256,371,468 ordinary shares with voting
rights. No ordinary shares are held in treasury at the date of this
announcement and, therefore, following admission of the Subscription Shares,
the total number of ordinary shares in the Company with voting rights will be
1,256,371,468.
The additional placing of GBP500,000, subsequent to re-admission, underlines
the potential of the future of Neo Energy Metals PLC.
The loan notes shown in the balance sheet of £2.017million are resolved as
follows: Resolutions were passed by the noteholders with regard to the
redemption of these Series 2017-F2 Loan Notes In full by way of the issue to
the Noteholders of their pro rata entitlement to shares in Neo Energy Metals
PLC (formerly Stranger Holdings PLC) at a rate of 15p per £1 at a price of
0.75p per share. (net of costs).
There is no longer any cash liability to the Company. The foregoing is now
being implemented by the issue of shares to the underlying loan note/bond
holders subsequent to the completion of the RTO on 8 November 2023.
The amounts owing to the Charles Tatnall and James Longley (including Oliver
Longley) of £322,842 were converted into equity upon completion of the RTO.
19 Capital commitments
There was no capital expenditure contracted for at the end of the reporting
period but not yet incurred.
20 Ultimate controlling party
The company has no single controlling party.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation, and the Directors of the Company are responsible for
the release of this announcement.
ENDS
Sean Heathcote CEO sean@neoenergymetals.com
Neo Energy Metals plc
Paul Dulieu Financial PR neo@stbridespartners.co.uk
Isabel de Salis St Brides Partners Ltd
Isabelle Morris
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