REG - Rome Resources PLC - Final results for the year ended 31 December 2024
30/06/2025 10:30
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RNS Number : 9706O Rome Resources PLC 30 June 2025
This announcement contains inside information for the purposes of Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
30 June 2025
Rome Resources PLC
("Rome" or the "Company")
Final results for the year ended 31 December 2024
Rome Resources plc, the DRC-focused tin and copper explorer, announces its
audited results for the 12 month period ended 31 December 2024.
Financial Performance
· Raised £4m before expenses in July 2024 in conjunction with
admission to trading on AIM following the completion of the reverse takeover
of Pathfinder Minerals Plc ("Admission")
· Raised a further £4.2m before expenses from a strategic investor in
December 2024
· Cash balance at 31 December 2024 £4.33m (2023: £1.40m)
Operational Highlights
· Bisie North Field Camp re-activated immediately on Admission and
drilling commenced
· Drilling on the Kalayi tin prospect and the Mont Agoma tin, copper,
zinc and silver prospect
· 3,443m of core recovered in the drilling campaign to the end of the
reporting period
Post-reporting Period Events
· Further 1,587m of core recovered by 30 June 2025
Paul Barrett, Chief Executive Officer of Rome Resources, commented:
"As we set out in the Report and Accounts, 2024 was a transformational year
for both sets of legacy shareholders - Pathfinder Minerals and Rome Resources.
In combining the two entities, we created a business focussed on building
value in the tin and copper discoveries that Rome had made in the Bisie North
Project, eastern DRC, in 2023. It also brought together two teams with
strong geological expertise and operating experience in the DRC and experience
of operating a public company on AIM. This was demonstrated by the fact that
Rome raised £4m before expenses upon Admission and a further £4.2m from a
DRC strategic mining investor just before year-end.
Rome hit the ground running immediately following Admission with a drilling
programme at Bisie North with four drilling units probing the Kalayi and Mont
Agoma Prospects, previously proven to contain tin and polymetallic
tin/copper/zinc mineralisation by Rome's previous drill campaign. The
operation continued beyond the reporting period and as of the date of this
report, the Company has cut some 5,841m of core in this programme.
Operating in DRC requires an intimate knowledge of business, geopolitical and
regulatory conditions and this project is no exception. Operating in the
jungle with no road access and albeit only 8km from Alphamin's flagship tin
mine, the project still relies critically on helicopter support. We have
acknowledged the additional support received from Alphamin in coordinating a
temporary precautionary shutdown for security reasons in April 2025, but can
report that operating conditions have essentially returned to normal.
The drilling was designed to further delineate the extent and size of the
Kalayi tin deposit and the potential for both tin and copper at the Mont Agoma
deposit. What has been achieved to date is to define the core of the Kalayi
tin system and to shed further light on the complexities of the Mont Agoma
system, which is a very substantial mineralised zone containing tin, copper,
zinc and silver. Despite the mineralisation following the geological model
of increasing tin grades with depth, the detailed inter-relationship of these
mineral phases within the overall zone is still not fully understood. What
can be said is that it is becoming clear that in addition to the tin, there is
substantial copper and even more zinc.
In order to create the fullest picture of the Mont Agoma system and its
multi-commodity potential, all of the assays from this campaign, which is
scheduled to complete in July 2025, will be incorporated in a Maiden Resource
Estimate expected to be completed on or around September 2025."
Posting of Annual Report and Accounts
The Group also announces that it will today be posting to its shareholders the
annual report and accounts.
A copy of this announcement and the Company's report & accounts will
shortly be available on the Company's website.
For further information, please contact:
Investor questions on this announcement https://romeresources.com/s/5b5af1 (https://romeresources.com/s/2b8304)
We encourage all investors to share questions
on this announcement via our investor hub
Rome Resources Plc Tel. +44 (0)20 3143 6748
Paul Barrett, Chief Executive Officer
Mark Gasson, Chief Operating Officer
Allenby Capital Limited (Nominated Adviser and Joint Broker) Tel. +44 (0)20 3328 5656
John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales & Corporate Broking)
OAK Securities (Joint Broker) Tel. +44 (0)20 3973 3678
Jerry Keen, Head of Corporate Broking
Henry Clarke, Head of Sales
Camarco (Financial PR) Tel. +44 (0)20 3757 4980
Emily Hall / Gordon Poole / Sam Morris
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Chairman's Statement
For the Period Ended 31(st) December 2024
I am delighted to present Rome Resource's 2024 report, following almost a year
of intense exploration activity. The last 12 months have been
transformational for the Company, involving admission to trading on AIM
through a reverse takeover by Pathfinder Minerals Plc ("Pathfinder Minerals")
of Rome Resources Ltd ("Rome Resources")("Admission"), the raising of over £8
million of equity capital to progress drilling operations (including the
strategic investment from Stanvic Mining SARL) and the execution of a tin and
copper exploration programme in a remote part of the Democratic Republic of
Congo (the "DRC"). This drilling has matured the previously identified
Kalayi and Mont Agoma tin and polymetallic discoveries towards assessing a
maiden mineral resource estimate. Large volumes of copper and zinc have been
identified adding significant value to the project.
It has been a pivotal year for the Company, shaking off the torpor of the last
decade for Pathfinder Minerals with the Rome Resources reverse takeover.
Immediately following the admission in late July 2024, the Company hit the
ground running with a drilling campaign, culminating in having four drill rigs
on site at the Company's flagship tin and polymetallic Bisie North Project.
How we got here
Pathfinder Minerals plc had spent the best part of a decade attempting to
recover expropriated heavy mineral sands licences in Mozambique. In 2023,
Pathfinder disposed of the associated legal claim and became a cash shell. A
reverse takeover of Rome Resources Ltd got underway later that year and was
completed in July 2024. Rome Resources came with two unique selling points -
two licences close to the world's highest grade tin mine (the Bisie tin mine)
and the team responsible for discovering that deposit. Previous drilling had
yielded very encouraging results, principally in tin, but additionally in
copper, zinc and silver. The project was primed for the next stage of
drilling and the admission to AIM provided an opportunity for new investors to
fund a project with an immediate forward work programme and a strong value
proposition.
Our Commodities
Tin has until relatively recently been a little-appreciated but essential
metal, present in numerous products used every day. Tin has a baseload of
demand in traditional electronics and industrial applications, but with
multiple new opportunities in green energy and digitalisation technologies for
the future, global ambitions simply cannot be achieved without increased
supply. It has a crucial role to play in the development of advanced
computing power for artificial intelligence, components for electric vehicles
and renewable energy systems, as well as continued base demand for other
industrial applications.
Existing mines are maturing and the new project pipeline comprises only a
handful of compelling projects, making securing supply a priority over the
next decade. Rome Resources is very well-placed in the world's highest grade
tin play to contribute to this future supply.
The International Tin Association estimates demand for tin to increase by 50%
by 2030, citing solar power, electric vehicles and advanced telecommunications
as the main drivers. This could be a conservative estimate when additionally
factoring in the growth of computer chip usage for AI and other advanced
computing.
Supply has recently been under pressure in leading important tin-producing
jurisdictions, such as Myanmar and Indonesia.
As a consequence of these two factors, tin has been on a steady upward price
curve since mid-2022 and as of the date of this report, the commodity pricing
for tin is in the order of $31,000 per tonne. Long term prospects for the
Tin market are very positive.
New investor and government interest, for example the investment in Alphamin
Resources Corp ("Alphamin") by Abu Dhabi based International Resources
Holding, is now coming into the tin space as the world wakes up to the crucial
role of tin in making the future.
Rome Resources has discovered highly significant amounts of copper during this
exploration programme and it is clear that this copper will be extracted as
part of the operations to mine tin at the Bisie North site. Copper is
crucial to the electrification of the world's energy systems and, like tin,
has a strong demand curve going forward. Whilst year-on-year copper demand
growth has been low at 2%, BHP estimated in late 2024 that future copper
demand will increase by 70% by 2050, the main driver being sustained
electrification of energy networks. The demand for copper is fiercely
competitive with smelters paying producers to make copper concentrate in 2025
due to lack of supply. Copper prices have been rising steadily since
mid-2022 to prices in the region of $10,000 per tonne by 2025.
Strategic Investor
Stanvic Mining SARL ("Stanvic"), a Congolese mining company which has joint
venture activities with Ivanhoe Mining in-country, agreed to invest in the
Company in late 2024, subscribing for new shares at the prevailing market
price for a total consideration of £4.2 million. This welcome investment
has allowed the Company to continue drilling operations well into 2025.
Stanvic brings a wealth of local operating knowledge, principally in the
copper belt and in ancillary support services.
Operating in the Eastern DRC
The area of the Company's operation is in the far northwestern part of North
Kivu province, 200 km from the regional capital of Goma. For several decades
there has been political instability in the region but despite this, mining
and mined product shipments have continued almost without interruption.
Temporary advances of anti-government rebels in the vicinity of the Rwandan
border did, however, affect the logistics of operating the Company and its
neighbours in March 2025. The Company responded by firstly relocating its
base of drilling operations from the city of Goma to the larger hub of
Kisangani, some 300 km from rebel activity. The Company set up contingency
plans to protect both its employees and contractors in case the rebels
advanced beyond a certain trigger point. This occurred on 13th March 2025
and the Company temporarily shut down operations at that point. We are
grateful to the staff of Alphamin for the cooperation and coordination with
their shutdown operations. Subsequently, following a marked improvement in
the security situation, the Company mobilised back to site on 30 April 2025
and commenced drilling the remaining short drill programme on Mont Agoma.
Financial Results and current financial position
As of 31 December 2024, cash and cash equivalents was £4,330,000 (2023:
£1,396,000), primarily a combination of funds raised at Admission and a
further investment by Stanvic, less the cost of drilling operations during the
second half of the year. There were no operating revenues during the
reporting period.
Board changes
During the reporting period and as a direct result of Admission, several
important additions were made to the Board. Prior to or at admission,
Edouard Etienvre, Marc Mathenz and Serge Nawej Tschitembu were appointed as
non-Executive Directors, followed by myself as Non-Executive Chairman. Paul
Barrett was appointed as Chief Executive Officer and Mark Gasson as Chief
Operating Officer. The Board is highly experienced in four key areas -
exploration, operating in the DRC, finance and managing listed companies.
Outlook
The Company continues to enjoy highly encouraging results from its drill
campaign. These results are feeding into a Maiden Resource Estimate, which
has been paused while awaiting outstanding assay results from the more recent
holes. Additional drill results, including tin intercepts outside the core
area of Mont Agoma, will be included in the Maiden Resource Estimate, expected
to be completed in September 2025, which will inform the Board as to the next
steps on the journey to a valuable resource in a world class play.
Klaus Eckhof
Chairman
30 June 2025
CEO's Report
For the Period Ended 31(st) December 2024
Operations
Rome's assets are interests in a pair of exploration permits, collectively
known as the Bisie North Project, located in a remote part of North Kivu,
eastern DRC.
Licence Holder Interest Status Expiry Area, km2
PEPM13274 IDI SARL 51.50% Exploration 17/07/2028 30.74
PR15130 Palm SARL 51.00% Exploration 14/12/2026 7.69
Bisie North, principally a tin exploration project with secondary copper, zinc
and silver, is situated only 8km along trend from Alphamin's Bisie tin mine
project, the highest-grade tin mine in the world. Tin and copper soil
anomalies were identified by the Company on two NW-SE trending topographic
ridges both situated within the Company's licence area. An initial drilling
programme in 2023 identified several high-grade tin intercepts on both the
Mont Agoma the Kalayi prospects, with significant intercepts of copper and
zinc also encountered in several Mont Agoma drillholes.
Drilling operations commenced almost immediately following Admission to AIM
and by late September 2024, four rigs were operating on-site. These rigs were
operated by three contractors - Orezone, Mole and ADT, the latter using the
Company's own rig. An exploration camp was already in place from the
previous campaign, providing logistical support for both helicopter and
drilling operations, including core sample preparation, enabling a seamless
operational re-start]. Helicopter support has been provided throughout by
BAC Helicopters, initially from Goma Airport and subsequently from Kisangani
Airport.
The team on the ground is highly experienced both in operating in-country but
also in exploration operations for the type of deposit we are delineating,
having been instrumental in the discovery and development of Alphamin's tin
deposit.
The operation is situated in a remote location with no road access. However,
as activities by the M23 and affiliated parties in the region threatened
supply lines in March 2025, therefore a decision was made to activate the
shutdown plan and temporarily cease drilling operations. Following an easing
of the situation in late April, the Company re-mobilised back to site and
drilling operations re-started.
As of 22 June 2025, some 3,318 metres of core has been drilled on Mont Agoma
and 2,712 metres on Kalayi. Samples were sent for preparation at the
Congolese Analytical Laboratory, Lubumbashi, before onward transfer to the ALS
facility in Johannesburg for assay analysis. The geological model is
maintained and refined for the Company by Minex Consulting and the independent
qualified person is MSA Johannesburg, who undertook the Competent Persons
Report for Admission and the Mineral Resource Estimate, currently being
finalised.
Local Communities, Health, Safety and Environment
The Company maintains a strong commitment to the local community in the Bisie
region. Demonstrating this commitment, over 40 local personnel are employed
to manage both the day-to-day aspects and the security of the operation during
the drilling phase along with Congolese national technical staff. The
Company maintains a good relationship with the small artisanal operators in
the stream section at Kalay.
During the current drilling operation, the Company suffered a single lost time
incident, associated with drill-pad clearing operations. This led to minor
injuries and has led to a tightening up of protocols including operational
oversight and implementation of exclusion zones.
There have been no environmental incidents reported. The environmental
footprint of the operation is minor.
Mineralisation
The drilling results to date have confirmed earlier indications that the
mineralisation continues along trend from the Bisie Mine into Bisie North,
creating the Kalayi and Mont Agoma deposits along two well-defined en echelon
topographic ridges. Kalayi is comprised of a number of discrete highly
dipping vein trends showing cassiterite (tin oxide) as a single mineralisation
phase, with mineralisation present from surface. Mont Agoma, however, has a
complex and wide near-surface polymetallic zone showing significant copper and
zinc sulphides in addition to minor cassiterite veins.
As Mont Agoma is drilled out, it is clear that, in addition to the tin
potential, there are a large amount of copper and zinc sulphides. The
Company has therefore initiated metallurgical studies to develop a flowsheet
to recover the shallower copper and zinc which represent overburden for deeper
tin mineralisation.
In general, the tin ore cassiterite is not associated with copper sulphide
mineralisation, so the presence of tin in the shallow part of the system at
Mont Agoma points to its likely presence in greater quantities at depth,
similar to the world class tin and copper deposit of San Rafael, in Peru.
Mineral Resource Estimate and Forward Programme
As of the date of this Report, MSA have been evaluating the available data to
prepare a maiden Mineral Resource Estimate ("MRE") for the two projects,
Kalayi and Mont Agoma. Since the re-start of drilling in April 2025, there
have been clear indications that more tin is present in the prospects and the
majority of these cores are yet to be assayed.
For example, Mont Agoma drillhole 30, drilled outside the main geochemical
anomaly, encountered significant shallow tin, pointing to the additional,
previously unrecognised, potential along the northeast flank of the
discovery. The current drilling campaign is focussing both on the deeper
potential in the core area and extensions of the play to the northeast. This
is a very positive development, suggesting mineralisation extends beyond the
original tin-in-soil surface anomaly.
The MRE is seeking to cement the 'base case' resource for tin, copper and zinc
which will incorporate the additional drill and assay data from the current
programme and is likely to be complete on or around September 2025.
Initial indications from the work by MSA are that there is a sufficiently
large copper volume to warrant further work the viability of a multi-commodity
value stream prior to finalising the MRE. This assessment, along with the
additional assay data not yet available from recent and planned drillholes,
will produce a comprehensive Resource Assessment on which to base key forward
strategies.
The Board is confident there will be sufficient potential identified in the
MRE and its update to warrant further exploration, both laterally and at
depth, potentially in collaboration with a strategic industry partner.
Mozambique Legacy Claim
The claim brought by Pathfinder Minerals prior to the reverse takeover of Rome
Resources, has been settled, subject to government approval, by the issue of
five new exploration licences with potential for graphite and ilmenite
(titanium) sands. The licences will be issued to a new entity that will be
controlled by Luangwa LLC, which acquired the claim in early 2024, with the
Company's economic interest in the licences held through its wholly owned
subsidiary, Rome Mozambique Holdings ("RMH").
The proceeds from the licences are expected to be distributed to Pathfinder's
legacy shareholders as per previous announcements via their 'bonus preference
share' holding in RMH and, whilst there is no guarantee this will result in
the payment of special dividends, two of the licences are contiguous with
operating graphite mines and are expected to be monetised in the near to
medium term. The Company will not be required to contribute to the
exploration costs of these five licences.
Presentation
A presentation will be posted on the Company's website to accompany this
report.
Paul Barrett
Chief Executive Officer
30 June 2025
Directors and strategic report
for the Period Ended 31 December 2024
Overview
It has been a pivotal year for the Company, shaking off the torpor of the last
decade for Pathfinder Minerals with the RTO. Immediately following
Admission in late July, the Company hit the ground running with a focussed
drilling campaign, culminating in having four drill rigs on site at the
Company's flagship tin and polymetallic Bisie North Project. Further details
will be found in the Chief Executive's Report.
Cash Balance
The Company's cash balance as at 31 December 2024 was £4,330,000 (2023:
£1,396,000).
Dividends
The directors do not recommend the payment of a dividend (2023: £nil).
Events since the end of the year
Information relating to events since the end of the year is given in note 19
to the financial statements.
Comparatives
The group's comparatives are the unaudited figures of its subsidiary, Rome
Resources Limited as the Group was
formed when the Reverse Takeover took place on 27 July 2024.
Directors
The directors who held office at any time during the year ended 31 December
2024 are as follows:
Mark Gasson
Paul Barrett
Klaus Eckhof (appointed 4 November 2024)
Edouard Etienvre (appointed 26 June 2024)
Marc Mathenz (appointed 26 July 2024)
Serge Tschitembu (appointed 26 July 2024)
The Company has agreed to indemnify its directors against claims against them
by reason of the fact that they are or were a director of the Company, and the
Company has in place a directors and officers insurance policy.
The Board of Directors is responsible for overseeing the long-term success and
strategic direction of the Company in accordance with the schedule of matters
reserved for board decision and is responsible for monitoring the activities
of the executive management.
Directors' interests in shares
As at 31 December 2024, the interests of the directors' beneficial interests
in the shares of Rome Resources plc (including the beneficial interests of
their immediate family) were as follows:
No. shares held at 31 December 2024 No. shares held at 31 December 2023
Paul Barrett 3,610,108 -
Mark Gasson 401,351,600 -
Klaus Eckhof 475,724,500 -
Edouard Etienvre - -
Marc Mathnez 92,000,000 92,000,000
Serge Tschitembu - -
Details of directors' remuneration is disclosed in Note 4.
Details of directors' interests in share options and warrants is given in Note
16.
Political donations and expenditure
No charitable or political contributions were made during the current or
previous year.
Significant shareholders
As at 18 June 2025, the registered holders of 3% or more of the Ordinary
Shares were as follows:
Shareholder No. of Ordinary Shares held % of issued share capital held
Stanvic Mining SARL 1,200,000,000 19.72%
Andreas Reitmeier 490,075,000 8.05%
Klaus Eckhof 439,624,600 7.23%
Mark Gasson 401,351,600 6.60%
Principal risks and uncertainties
Liquidity risk
The Group has no revenue at the present time and is therefore dependent upon
the availability of additional equity finance, which is described in further
detail in note 1 to the financial statements under the going concern section
of the accounting principles. The availability of additional funding could be
influenced by a wide range of factors and risks.
Political Risk
The company's operations are in the democratic Republic of Congo, where unrest
and ethnic violence has been a factor in the east of the country for several
decades. Whilst the operations continue as normal for the most part, there
are occasions where, out of an abundance of caution, the Company pauses its
operations. However, the emergence of commercial arrangements with the US
government on minerals in the DRC, including the potential for security
guarantees, has reduced the perceived risk from insurgents. This has been
underscored by International Resource Holding's (owned by the Abu Dhabi
Sovereign Wealth fund) C$503 million acquisition of a 56% stake in the
Alphamin tin mine, close by Rome's area of operation.
Dependence on key personnel
The Group and Company is dependent upon its executive management team. Whilst
it has entered into contractual agreements with the aim of securing the
services of these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its ability to
recruit and retain high-quality and experienced staff. The loss of the service
of key personnel or the inability to attract additional qualified personnel as
the Group grows could have an adverse effect on future business and financial
conditions.
Financing risk
The Group has an ongoing requirement to fund its activities through the equity
capital markets. There is no certainty such funds will be available when
needed. To date the Group has managed to raise the required funds, primarily
through equity placements, including placements undertaken during difficult
market conditions. The Directors have prepared cash flows forecasts for at
least the next 12 months from the date of this report and are confident that
the Company will have sufficient financial resources to fund its operations.
Internal controls and risk management
The directors are responsible for the Group's system of internal financial
control. Although no system of internal financial control can provide absolute
assurance against material misstatement or loss, the Group's system is
designed to provide reasonable assurance that problems are identified promptly
and dealt with appropriately.
In carrying out their responsibilities, the directors have put in place a
framework of controls to ensure as far as possible that ongoing financial
performance is monitored in a timely manner, that corrective action is taken
and that risk is identified as early as practicable. The directors keep under
constant review, the effectiveness of the internal financial controls, with a
strong focus on monitoring the cash position and future cash flows of the
business.
Disclosure in the strategic report
Strategic matters relating to the Company throughout the reporting period,
including the main trends and factors likely to affect the future development,
performance and position of the business, are outlined in the Chairman's
Statement.
Section 172 Statement
The Directors believe that they have acted in the way most likely to promote
the success of the Company for the benefit of its members as a whole, as
required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decisions in the long
term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interest of the Company's employees;
· Foster the Company's relationships with suppliers, customers and
others; and,
· Consider the impact of the Company's operations on the community
and the environment.
The Company operates in the mining industry, with a specific focus on
exploration and evaluation stage projects with a specific focus on Tin. The
inherently speculative nature of this industry along with the need to raise
funds in order to advance its projects, in the absence of any revenue
generating activities, guide the Company's interactions with its members,
employees and other stakeholders. The Board take a long term view when
making decisions which is of particular importance for Company's operating in
the sector given the long term nature of exploration, evaluation and
development projects. The Board also ensure that regular communication is
made with its members, employees and other stakeholders through a variety of
channels including regulatory announcements, the annual report and financial
statements, investor presentations and its website.
A key decision that was made during the period was the completion of the RTO,
giving the Company access to an exciting new project in the DRC. Details of
this project are provided in the CEO and Chairman's reports. In order to
deliver long term value to the members as a whole, an experienced Board and
Management team have been assembled, with significant experience in both the
region and the target resource, as well as in matters such as corporate
governance, fundraising and managing London Listed Groups.
The Board aims to work closely with all its stakeholders, and fosters strong
relationships with its suppliers, employees and the local communities in which
it operates. The Board also looks at ways to minimise any environmental
impact of its current and future activities, while recognising the inherent
nature of mining activities.
Statement of directors' responsibilities
The directors are responsible for preparing the Report of the directors and
the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with UK-adopted International Accounting
Standards. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and the Group and of the profit or loss of
the group for that period. In preparing these financial statements, the
directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state that the financial statements comply with UK-adopted
International Accounting Standards; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Accounting Records
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's and the Group's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Going concern
Following the successful completion of the acquisition of Rome Resources
Limited and its projects, the Group began a resource definition programme,
which to date has included 5,631m of drilling and the commissioning of a
maiden resource estimate. Results of the drilling programme have been
positive and give the Board significant confidence to continue to progress
these projects through further evaluation work in the coming months.
The Group currently has approximately £1.4 million in cash which is
sufficient to complete the current drilling programme and provide working
capital beyond completion of that programme and into 2026. In order to
undertake further resource definition work on the licences the Group will
naturally need to source additional funding. While there can be no assurance
that the Company will be successful in raising additional funds to advance the
projects further, the Board are confident that sufficient funding will be
available based on the successful raising of £4m as part of the acquisition
in July 2024 and a further £4.2m from a strategic investor (Stanvic) in
December 2024, the positive results from the drilling campaigns undertaken to
date and work to date on the maiden resource estimate, as well as the
positive Tin market outlook.
As an exploration company, it is of essence that money is raised for
exploration and capital projects as required. There can be no assurance that
the Group's projects will be developed in accordance with the current plans,
or even successfully at all. Future work on these projects, the levels of
production and the financial returns arising therefrom, may be adversely
affected by factors outside of the control of the Group inter alia.
However, notwithstanding the loss incurred during the period under review, the
Directors have a reasonable expectation that the Group will have sufficient
access to funds to provide adequate resources to continue in operational
existence for the foreseeable future being a period of 12 months from the date
of signing of these financial statements. The Group has therefore continued to
adopt the going concern basis in preparing the Annual Report and Financial
Statements.
Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Group's
auditors are unaware, and each director has taken all the steps that he ought
to have taken as a director in order to make himself aware of any relevant
audit information and to establish that the Group's auditors are aware of that
information.
Auditors
The auditors, PKF Littlejohn LLP, will be proposed for reappointment at the
forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
Klaus Eckhof
Director
30 June 2025
Corporate governance statement
for the Period Ended 31 December 2024
As an AIM-quoted company, Rome Resources plc ("Rome" or the "Company") is
required to apply a recognised corporate governance code, and to demonstrate
how the Group complies with such corporate governance code and where it
departs from it.
The Board of Rome believes that a sound corporate governance policy is an
essential ingredient to the Company's success. The application of these
policies enables key decisions to be made by the Board as a whole, and for the
Company to function in a manner that takes into account all stakeholders in
the Group, including employees, suppliers and business partners.
The Directors of the Company have formally made the decision to apply the
Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). The QCA
Code has ten principles divided into three overarching headings:
· Deliver growth
· Maintain a dynamic management framework
· Build trust
Deliver growth
Establish a strategy and business model which promote long-term value for shareholders
In November 2009, the Company issued a circular setting out an Investing
Policy to be approved by its shareholders. The Company's proposed strategy
was to acquire mainly significant minority interests in both listed and
unlisted companies and/or assets that the Directors believe represented
opportunities to create shareholder value, specifically within the natural
resource sectors, with a focus on Central Asia and Sub-Saharan Africa. The
focus would be on metals and mature resource situations with both established
resources and the ability to increase these through additional exploration and
bring them into production.
The Board believes that this strategy was followed with the acquisition of
Rome Resources Limited and the strategy going forward requires a revision to
take account of the Company's current business and future prospects.
Seek to understand and meet shareholder needs and expectations
The directors, seek regular engagement with major shareholders and investors
in order to understand their views on governance and performance against the
strategy.
Take into account wider stakeholder and social responsibilities
Rome employs a significant number of workers in its operations from the local
community. There is a strong ethos of wider DRC community engagement in the
operating area, including the provision of exploration camp logistics
personnel, security personnel and geologists. The cooperation with the small
number of artisanal mining operators is very important and the team ensure
these relationships are maintained.
The continuing support of the Company's major shareholders and commitment of
the directors and employees is essential to the success of the Company. The
directors periodically review the Company's key resources and relationships.
The Company is subject to the rules of AIM. Maintaining a positive
relationship with the Company's Nominated Adviser is an important feature of
the Company's shares being traded on AIM.
Maintain a dynamic management framework
Maintain the board as a well-functioning, balanced team led by the Chair
Since Admission in July 2024, the Board has been strengthened to include two
executive directors and 4 non-executive directors and is fit-for-purpose.
The make-up of the Board is as follows:
Non-Executive Chairman - Klaus Eckhof - geologist with strong DRC commercial
experience
Chief Executive Officer - Paul Barrett - geologist with strong public company
experience
Chief Operations Officer - Mark Gasson - geologist with extensive DRC
operational experience
Senior Non-executive Director - Marc Mathenz - business professional with
strong finance experience
Non-executive Director - Edouard Etienvre - natural resource finance executive
Non-executive Director - Serge Tschitembu - lawyer with strong DRC connection
Additional support for the Board is provided by:
Finance Director - Philip Knowles
Company Secretary - Sam Quinn
DRC Country Manager - Jamie Anderson
The Board makes share options available to non-executive directors in order to
attract and retain directors of the calibre necessary for the Company to
succeed whilst minimising any cash costs that would otherwise be incurred. The
award of share options to directors is not considered to result in their
independence being impaired; on the contrary, it is believed that modest and
measured awards will provide a cost-effective mechanism to align directors'
interests with those of shareholders.
All directors are expected to devote such amount of time as is necessary for
the proper performance of their duties. In the case of the non-executive
directors, this is expected to spend a minimum of 5 days per month on work for
the Company, including time spent at board meetings and in attending any
general meetings.
On readmission the Company reestablished an Audit Committee and a Remuneration
Committee, both consisting of two non-executive Directors. These Committees
meet periodically as required to discuss and approve the relevant issues under
their remit.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Details of the current Directors, their roles and backgrounds are set out on
the Company's website at www. romeresources.com.
The directors maintain all relevant professional development consistent with
their professional qualifications, areas of responsibility and expertise.
Training and CPD may also be carried out online. Training and CPD may also be
delivered through attending seminars and specific training courses, and
reading relevant materials. Upon joining the Board, each director receives an
induction as to the AIM Rules from the Company's Nominated Adviser. The
Company Secretary and the Nominated Adviser are each also available to the
directors to provide additional training from time-to-time as and when
required.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Chairman evaluates the board's performance regularly as well as that of
its committees and of the individual directors by way of continuous review,
incorporating any feedback from the Company's key stakeholders. Any findings
arising are shared with the Board and the Nominated Advisor where appropriate.
Until such time as the board is significantly larger, and the business of the
Company more complex, it is considered that this method of carrying out board
performance evaluation is satisfactory.
Promote a corporate culture that is based on ethical values and behaviours
The Board of Rome has a policy of promoting the long-term success of the
Company by conducting business with integrity. This means ensuring the
appropriate disclosure of inside information and striving to prevent leaks or
rumours; honesty in the full disclosure of any potential conflicts of
interest; carrying out appropriate due diligence with counterparties; and
upholding the Company's anti-bribery and corruption policy.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board seeks to ensure that the Group is managed for the long-term benefit
of all shareholders and other stakeholders with effective and efficient
decision-making. Corporate governance is an important part of that job,
reducing risk and adding value to the Group. The Board will continue to
monitor the governance framework of the Group as it grows.
The role of the Chairman (or senior Non-Executive Director) is to provide
leadership of the Board and ensure its effectiveness on all aspects of its
remit. In addition, the Chairman is responsible for the implementation and
practice of sound corporate governance.
The role of the Chief Executive Officer is to be responsible for the
day-to-day running of the Group's operations and implementation of Group
strategy as determined by the Board. In addition, the Chief Executive Officer
is responsible for overseeing the management of the Group.
The Board is supported by a company secretary who is responsible for ensuring
the smooth day-to-day running of the Company, the Board, and any of its
committees.
The composition of the Board does not reflect the directors' recognition of
the benefits of diversity in gender, background, disabilities and beliefs;
these benefits will be borne in mind when considering future appointments.
Build trust
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to healthy dialogue with its stakeholders and it
strives to maintain open, clear and transparent communication with
shareholders, ensuring that its strategy, future business model and ultimately
performance are clearly understood.
The Company communicates with shareholders through the Annual Report,
full-year and half-year announcements, the Annual General Meeting, investor
presentations and one-to-one meetings with large existing or potential new
shareholders.
Any significant developments are announced via a regulatory information
service, published on the Company's website, and shareholders or other
investors who have signed up for an alert service, receive electronic
notifications of any new announcements.
Rome's directors believe that the successful development of any mining project
is best achieved through maintaining close working relationships with all
stakeholders; this includes government agencies and local communities. Part of
this, in the context of an early-stage minerals exploration company, is to
ensure careful attention is paid to ensure that all exploration activity is
performed in an environmentally responsible manner and abides by all relevant
mining and environmental acts.
The AGM is a forum for shareholders to engage in dialogue with the Board. The
results of the AGM are published via a regulatory information service
announcement and on the Company's website. Regular progress reports are also
made via RNS announcements and are available on the Group's website, which
contains all announcements and financial reports.
Rome's management intends to maintain a close dialogue with local communities
and its workforce. Where issues are raised, the Board will take the matters
seriously and, where appropriate, steps will be taken to ensure that these are
integrated into the Company's strategy.
Both the engagement with local communities and the performance of all
activities in an environmentally and socially responsible way will be closely
monitored by the Board to ensure that ethical values and behaviours are
recognised.
ON BEHALF OF THE BOARD:
Klaus Eckhof
Director
30 June 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROME RESOURCES PLC
Opinion
We have audited the financial statements of Rome Resources Plc (the 'parent
company') and its subsidiaries (the 'group') for the period ended 31 December
2024 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statement of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards and as regards the
parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's and of the parent company's affairs as at 31 December 2024 and
of the group's loss for the period then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006..
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that
as a result of the group and company not generating revenue, additional cash
resources are expected to be required in order for the group to continue its
operations and continue as a going concern. As stated in note 1, these events
or conditions indicate that a material uncertainty exists that may cast
significant doubt on the group and company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Challenging the inputs and assumptions used in the forecasts
prepared by management to assess the group's and company's ability to meet
financial obligations as they fall due for a period of at least twelve months
from the date of approval of the financial statements.
· Discussing with management as to the strategies that they are
pursuing to secure further funding if and when required, considering history
in relation to the ability to raise funds;
· Checking the mathematical accuracy of the cashflow forecasts
scenarios prepared by management;
· Identifying and evaluating subsequent events which affect going
concern;
· Verifying forecasts against post year end information (cash
position per bank statements, general ledgers);
· Assessing the adequacy of the disclosures in respect of going
concern including the uncertainty over the ability to raise additional funds.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures. The
materiality applied to the group financial statements was set at £273,000,
with performance materiality set at £191,000.
Materiality has been calculated using the benchmark of 2% of the net assets of
the group as at 31 December 2024, which we have determined, in our
professional judgement, to be the principal benchmark within the financial
statements relevant to members of the group in assessing financial
performance. A benchmark of 70% performance materiality was applied during our
audit of the group as we believed this would give sufficient coverage of
significant and residual risks within the financial statements.
The materiality applied to the parent company financial statements was
£198,000 (2023: £60,199) calculated using the benchmark of 2% of the net
asset value as at year end and restricted to below group overall materiality.
The performance materiality was again set at 70% (2023:70%), being £198,000
(2023: £42,199). For each component in the scope of our group audit, we
allocated a materiality that was less than our overall group materiality. We
agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £13,000 at group level, and £9,000 (2023:
£3,000) at company level.
We applied the concept of materiality both in planning and performing the
audit, and in evaluating the effect of misstatement.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size.
The group includes the Company and its subsidiaries, Pathfinder Battery
Commodities Ltd, Rome Resources Limited ("RRL"), Mont Agoma SARL ("MA"),
Medidoc-RD Congo SARL ("MRDC") and Kalayi Tin SARL ("KT"). Pathfinder Battery
Commodities Ltd was dormant during the year.
The scope of our audit was based on the significance of each of the
components' operations and materiality. Each component was assessed as to
whether they were significant or not to the Group by either their size or
risk. The Company, RRL, MA, MRDC and KT were identified as material components
due to their size and identified risks. As a result, full scope audits of
these entities were carried out by us as the Group auditor.
In designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. In particular, we
looked at areas involving significant accounting estimates and judgements by
the directors and considered future events that are inherently uncertain.
These areas of estimate and judgement included:
· The classification and valuation of intangible exploration and
evaluation assets (Group);
· Recoverability of investment in subsidiary undertakings and
recoverability of intercompany receivables (Company); and
· Valuation of share based payments (Company).
We also addressed the risk of management override of controls, including
evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
The Company's accounting function is based in the United Kingdom, with the
subsidiary accounting functions based in Canada (RRL) and the Democratic
Republic of Congo (MA, MRDC, KT). The audit was performed by our team in
London with regular contact maintained with Group and Company management
throughout.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Classification and Valuation of intangible exploration and evaluation assets
(Group) - Note 9
The Group's components (Rome Resources Limited, Medidoc-RD Congo SARL, Mont Our work in this area included:
Agoma SARL, Kalayi Tin SARL) hold material intangible assets relating to
capitalised costs in respect of a number of mineral exploration projects in - Obtaining and challenging management's assessment of potential
the Democratic Republic of Congo (DRC). impairment;
There is the risk that these assets are overstated as a result of additions - Discussing with management and evaluating the development of the
being incorrectly capitalised through not meeting the criteria per IFRS 6 and projects during the period, and subsequent to the period end, for evidence of
that indicators of impairment exist as of 31 December 2024 which would trigger impairment indicators in accordance with IFRS 6;
the need for impairment.
- Where applicable, obtaining and reviewing applicable correspondence
Particularly for early stage exploration projects where the calculation of and agreements (JV agreements, license agreements) to ensure transactions are
recoverable amount via value in use calculations is not possible, management's accounted for in accordance with the terms therein;
assessment of impairment under IFRS 6 requires estimation and judgement.
- Obtaining and inspecting board minutes and Regulatory News Services
(RNSes) which included updates on the exploration activities incurred during
the year and assessed for any indications of impairment;
We consider this to be a Key Audit Matter given the significant judgements
that are made within the impairment assessment carried out by management. - Confirming that good title to the license areas exists as at the
period-end and to check if any minimum spend commitments are met and that the
group is complying with the terms of the licenses;
- Substantively testing a sample of additions and ensuring they have
been capitalised appropriately under the guidance of IFRS 6; and
- Reviewing the disclosures in the financial statements, including
those relating to estimates and judgements used, and evaluating their
completeness in the accounting period.
Recoverability of the investment in subsidiary undertakings and recoverability
of intercompany receivables (Company) - Note 8 and 10
Investments in subsidiaries and intercompany receivables are significant Our work in this area included:
assets in the Parent Company's financial statements. Their recoverability is
directly linked to the recoverability of the intangible assets in those - Confirming ownership documents for investments in subsidiaries held
entities, and hence there is a risk that these may not be fully recoverable. by the parent company;
Given the size of these assets and the connection with the valuation of the - Confirming the existence of intercompany receivables and conducting
intangible exploration and evaluation assets noted above, we determined this substantive procedures to test the completeness, accuracy, and validity of
to be a key audit matter. loan balances and transactions. This included reconciling intercompany loan
balances between entities' general ledgers.
- Reviewing and challenging management's impairment assessment of the
valuation of investments per IAS 36 Impairment of assets, with reference to
the carrying values of the underlying intangible assets in accordance with
IFRS 6; and
- Reviewing management's assessment of the recoverability of
intragroup balance receivables; and
- Evaluating and presentation and disclosures in the financial
statements.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Other Matter
The comparative group financial statements for the year ended 30 September
2023 are unaudited with this being the first time this new group has prepared
consolidated financial statements.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the group and parent company and the sector in
which they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, review of RNS announcements, review of board meeting minutes, and
experience of the sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from:
- AIM Listing rules for Companies;
- UK Companies Act 2006;
- UK - adopted international accounting standards;
- UK Employment Laws and Health and Safety Regulations;
- UK Tax Laws;
- Local laws and regulations in the DRC and Canada, including mining laws;
- Environmental laws;
- General Data Protection Regulations;
- Anti-Bribery Act;
- Anti-Money Laundering Regulations
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o enquiries of management
o reviewing the board minutes and RNS announcements
o reviewing the nature of legal and professional expenditure incurred in the
period to assess for any evidence of non-compliance with laws and regulations
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, the potential for management bias. Key management judgements have
been identified above (see "our approach to audit"). We addressed these areas
by challenging the assumptions/judgements made by management and designing
audit procedures to either recalculate the balance or review management's
workings agreeing key assumptions to supporting documentation and sensitising
to assess the reasonableness of the inputs used.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
· Compliance with laws and regulations at the subsidiary level was
ensured through enquiry of management, review of the subsidiary ledgers and
correspondence for any evidence of instances of non-compliance.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Timothy Herbert (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
30 June 2025
Consolidated Statement of Comprehensive Income
for the Period Ended 31 December 2024
Note 15 months to 12 months to
31 December 2024
30 September 2023 (unaudited)
£'000 £'000
CONTINUING OPERATIONS
Revenue - -
Administrative expenses 3, 4 (2,326) (881)
OPERATING LOSS (2,326) (881)
Reverse acquisition expense 18 (2,463) -
Finance income/(expense) 9 -
(LOSS) BEFORE INCOME TAX (4,780) (881)
Income tax 5 - -
(LOSS) FOR THE PERIOD (4,780) (881)
Total comprehensive loss for the period attributable to equity holders of the (4,780) (881)
parent
Loss per share from continuing operations in pence per share: 7
Basic and diluted (0.0017) (0.00069)
Consolidated Statement of Financial Position
for the Period Ended 31 December 2024
Note 15 months ended 12 months ended
31 December 2024
30 September 2023 (unaudited)
£'000 £'000
NON-CURRENT ASSETS
Exploration assets 9 10,511 2,101
Investment in Associate 8 - 1,336
Property, plant and equipment 9 -
TOTAL NON-CURRENT ASSETS 10,520 3,437
CURRENT ASSETS
Trade and other receivables 10 326 -
Cash and cash equivalents 11 4,485 53
TOTAL CURRENT ASSETS 4,811 53
TOTAL ASSETS 15,331 3,490
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital 12 24,257 11,941
Share premium 12 19,768 -
Share based payment reserve 43 2,134
Reverse acquisition reserve 18 (22,157) -
Warrant reserve 12 2,011 -
Merger Reserve 4,703
Foreign currency translation reserve (289) -
Accumulated deficit (14,989) (11,152)
TOTAL SHAREHOLDER EQUITY 13,347 2,923
Non-Controlling Interest 620 -
NON-CURRENT LIABILITIES
Loans 254 -
254 -
CURRENT LIABILITIES
Trade and other payables 13 1,110 421
Borrowings 13 - 145
1,110 566
TOTAL LIABILITIES 1,364 566
TOTAL EQUITY AND LIABILITIES 15,331 3,489
The financial statements were approved for issue by the Board of Directors on
30 June 2025 and were signed on its behalf by:
Paul Barrett
Director
Consolidated Statement of Changes in Equity for the Period Ended 31 December
2024
Called up share capital Share premium Share based payment reserve Warrant reserve Shares to issue Accumulated Reverse acquisition reserve Foreign currency translation reserve Merger reserve Non-controlling interest Total
deficit
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
9,609 - 1,254 - (11,026) - - - - 381
Balance at 30 September 2022 (unaudited) 544
Total comprehensive loss for the year - - - - - (879) - - - - (879)
Issue of share capital 2,383 - - - (508) - - - - - 1,875
Cost of share issue (27) - - - - - - - - - (27)
Shares issued for acquisition of assets 1,052 - - - - - - - - - 1,052
Residual value of attached warrants (415) - 415 - - - - - - - -
Share warrants issued - - 552 - - - - - - - 552
Foreign exchange movements (661) - (87) - (36) 753 - - - - (31)
Balance at 30 September 2023 (unaudited) 11,941 - 2,134 - - (11,152) - - - - 2,923
Total comprehensive loss for the year - - - - - (4,780) - - - - (4,780)
Issue of share capital 453 - - - - - - - - - 453
Shares issued for acquisition of assets 3,320 - - - - - - - - - 3,320
Share warrants issued - - 20 - - - - - - - 20
Non-controlling interest on acquisition - - - - - - - - - 620 620
Foreign exchange movements (1,000) - (179) - - 932 - - - - (247)
Derecognition of Rome Resources Ltd Equity at acquisition (14,715) (1,975) 16,979 (289) - - --
Recognition of Rome Resources Plc Equity at acquisition 19,243 15,402 43 11 (34,699) - - -
Issue of shares for acquisition 2,352 - - - - - (4,437) - 4,703 - 2,618
Issue of placing shares - net of share issue costs 2,663 4,982 - - - - - - - - 7,645
Warrants issued on placing - (616) - 616 - - - - - - -
Warrants issued on acquisition - - - 1,395 - - - - - - 1,395
Warrants lapsed - - - (11) - 11 - - - - -
Balance at 31 December 2024 24,257 19,768 43 2,011 - (14,989) (22,157) (289) 4,703 620 13,967
Consolidated Statement of Cash Flows
for the Period Ended 31 December 2024
Note 15 months ended 12 months ended
31 December 2024
30 September 2023 (unaudited)
£'000 £'000
Cash flows from operating activities
Loss before tax (4,780) (879)
Adjustments for:
Finance income (9) -
Reverse acquisition expense 2,463 -
Share-based payments 1,413 552
Share of losses in associate - 3
Gain on settlement of accounts payable - (6)
Unrealised foreign exchange movements 17 (76) -
Net cash flow from operating activities before changes in working capital (989) (330)
Changes in working capital:
Increase/(decrease) in trade and other payables 13 702 4
(Increase)/decrease in trade and other receivables 10 (326) 330
Net cash flow used in operating activities (613) 4
Cash flow from investing activities
Purchase of plant and equipment (9) -
Cash acquired on acquisition 20 -
Exploration expenditure (4,042) (1,298)
Acquisition of associate company - (1,096)
Interest received 17 9 -
Net cash flow from investing activities (4,022) (2,394)
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares 8,260 1,847
Costs related to issue of ordinary share capital (555) -
Proceeds from borrowings 13 1,362 206
Repayment of borrowings - (60)
Net cash flow from financing activities 9,067 1,993
Net increase/(decrease) in cash and cash equivalents in the period 4,432 (397)
Cash and cash equivalents at beginning of the period 53 450
Cash and cash equivalents at end of the period 11 4,485 53
Major non-cash transactions
· During the period Rome Resources Plc issued 76,206,000 options
and 2,432,594,212 warrants, details of which can be found in notes 12 and 16.
· As part of the RTO transaction, 2,351,657,348 ordinary shares
were issued to acquire the entire share capital of Rome Resources Limited.
· As part of the RTO transaction and the relating placing, certain
costs amounting to £388,137 were settled through the issue of 129,379,095
shares.
· As part of the acquisition of an additional stake in Medidoc-RD
Congo SARL, Rome Resources Limited issued 6,000,000 shares prior to the RTO,
forming part of the cost of acquisition, details of which can be found in note
8.
Company Statement of Financial Position
for the Year Ended 31 December 2024
Note Year ended Year ended
31 December 2024
31 December 2023
£'000 £'000
NON-CURRENT ASSETS
Investments in subsidiaries 9 8,447 -
CURRENT ASSETS
Trade and other receivables 10 2,499 389
Cash and cash equivalents 11 4,330 1,396
TOTAL CURRENT ASSETS 6,815 1,785
TOTAL ASSETS 15,276 1,785
EQUITY AND LIABILITIES
Capital and reserves attributable to equity holders of the Company:
Share capital 12 24,257 18,817
Share premium 12 19,768 14,613
Share based payment reserve 42 42
Warrant reserve 12 2,011 11
Merger reserve 4,703 -
Shares to issue reserve 12 - 1,215
Accumulated deficit (36,402) (33,180)
TOTAL EQUITY 14,379 1,518
CURRENT LIABILITIES
Trade and other payables 13 897 267
Borrowings 13 - -
TOTAL LIABILITIES 897 267
TOTAL EQUITY AND LIABILITIES 15,276 1,785
The Company has taken exemptions allowed under section 408 of the Companies
Act 2006 and has not presented its own profit and loss account in these
financial statements. The loss after tax of the parent Company for the year
was £3,233 (2023: £43k).
The financial statements were approved and authorised for issue by the Board
of Directors on 30 June 2025 and were signed on its behalf by:
Paul Barrett
Director
Company Statement of Changes in Equity
for the Year Ended 31 December 2024
Called up share capital Share premium Share based payment reserve Warrant reserve Accumulated Total
deficit
equity
Shares to issue reserve
Merger Reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 18,717 14,239 162 104 (33,357) (135)
- -
Total comprehensive loss for the year - - - - (43) (43)
- -
Issue of share capital 100 400 - - - - - 500
Cost of share issue - (25) - - - - - (25)
Shares to issue - - - - 1,215 - - 1,215
Share based payments - (1) (120) (93) - - 220 6
Balance at 31 December 2023 18,817 14,613 42 11 1,215 - (33,180) 1,518
Total comprehensive loss for the year - - - - (3,233) (3,233)
- -
Issue of share capital 5,440 6,775 - - (1,215) 4,703 - 15,703
Cost of share issue - (1,004) - - - - - (1,004)
Share based payments - (616) - 616 - - - -
Warrants issued on acquisition - - - 1,395 - - - 1,395
Warrants lapsed - - - (11) - - 11 -
Balance at 31 December 2024 24,257 19,768 42 2,011 - (36,402) 14,379
4,703
Company Statement of Cash Flows
for the Year Ended 31 December 2024
Note Year ended Year ended
31 December 2024
31 December 2023
£'000 £'000
Cash flows from operating activities
Loss before tax (3,233) (43)
Adjustments for:
Finance income (60) (7)
Finance expense - 9
Share-based payments 1,394 6
Revaluation of warrants 16 - (1,000)
Unrealised foreign exchange movements 7 -
Net cash flow from operating activities before changes in working capital (1,892) (1,035)
Changes in working capital:
(increase)/decrease in trade and other receivables 12 (67) 154
increase/(decrease) in trade and other payables 9 629 (376)
Net cash flow used in operating activities (1,330) (1,257)
Cash flow from investing activities
Interest received 60 7
Advances to subsidiaries (2,282) -
Loan to Rome Resources Ltd (1,159) -
Gain on disposal of assets 16 - 1,000
Net cash flow from investing activities (3,381) 1,007
Cash flow from financing activities
Proceeds arising as a result of the issue of ordinary shares 8,260 500
Costs related to issue of ordinary share capital (615) (26)
Shares to issue 11 - 1,215
Repayment of borrowings 13 - (80)
Finance expense - (9)
Net cash flow from financing activities 7,645 1,600
Net increase in cash and cash equivalents in the year 2,934 1,350
Cash and cash equivalents at beginning of the year 1,396 46
Cash and cash equivalents at end of the year 10 4,330 1,396
Major non-cash transactions
· During the period Rome Resources Plc issued 76,206,000 options
and 2,432,594,212 warrants, details of which can be found in notes 12 and 16.
· As part of the RTO transaction, 2,351,657,348 ordinary shares
were issued to acquire the entire share capital of Rome Resources Limited.
· As part of the RTO transaction and the relating placing, certain
costs amounting to £388,137 were settled through the issue of 129,379,095
shares.
Notes to the Consolidated Financial Statements
for the Period Ended 31 December 2024
1. ACCOUNTING POLICIES
General information
Rome Resources Plc (formerly Pathfinder Minerals Plc) is a public limited
company, quoted on AIM and is incorporated, registered and domiciled in
England. On 26 July 2024 the Company changed its name from Pathfinder
Minerals Plc to Rome Resources Plc.
The principal activity of the Company and its subsidiaries (together the
"Group") is the evaluation and development of Tin assets in the Democratic
Republic of Congo ("DRC").
The current Group was formed through a Reverse Takeover ("RTO") acquisition by
the Company of Rome Resources Limited and its subsidiaries on 26(th) July
2024. The Group's current year figures reflect the 15-month period to 31
December 2024 of Rome Resources Limited and its subsidiaries, and the Company
figures since the date of RTO. The Consolidated comparatives cover the 12
months to 30 September 2023 of Rome Resources Limited.
Company figures reflect the years ended 31 December 2024 and 2023.
The Company's registered office is 35 Berkeley Square, London, England, W1J
5BF.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
International Accounting Standards as issued by the International Accounting
Standards Board (IASB) and Interpretations (collectively IASs) and with those
parts of the Companies Act 2006 applicable to companies reporting under IASs.
The financial statements have been prepared under the historical cost
convention. The functional and presentational currency of the Company is Pound
Sterling.
New standards, amendments and interpretations adopted by the Company
The IASB and IFRS Interpretations Committee have issued the following
standards and interpretations with an effective date of implementation for
accounting periods beginning after the date on which the Group's financial
statements for the current year commenced.
i) New standards and amendments - applicable 1 January 2024
The following standards and interpretations apply for the first time to
financial reporting periods commencing on or after 1 January 2024:
Standard or Amendment Material impact on financial statements
Amendment to IFRS 16 - Leases: Leases on sale and leaseback No
Amendment to IAS 1 - Presentation of Financial Statements: Non-current No
liabilities with covenants
Amendments to IAS 7 - Statement of Cash Flows and IFRS 7 - Financial No
Instruments: Supplier finance
i) Forthcoming requirements
As at 31 December 2024, the following standards and interpretations had been
issued but were not mandatory for annual reporting periods commencing on or
after 1 January 2025:
Standard or Amendment Effective for accounting periods beginning on or after Expected Impact
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack 1 January 2025 None
of exchangeability
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: 1 January 2026 None
Disclosures
Amendments to IFRS 1 First-time Adoption of International Financial Reporting 1 January 2026 None
Standards
Amendments to IFRS 7 Financial Instruments: Disclosures and its accompanying 1 January 2026 None
Guidance on implementing IFRS 7
Amendments to IFRS 9 Financial Instruments 1 January 2026 None
Amendments to IFRS 10 Consolidated Financial Statements 1 January 2026 None
Amendments to IAS 7 Statement of Cash flows 1 January 2026 None
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and 1 January 2026 None
IFRS
IFRS 18 Presentation and Disclosure of Financial 1 January 2027 Assessment ongoing
Statements
The Directors do not expect the adoption of these amendments and new standards
to have a material impact on the Group's financial statements, with the
exception of presentational changes as a result of IFRS 18. Given that IFRS 18
is not effective until the period beginning 1 January 2027, the impact
assessment of this standard is ongoing and will be considered further in the
coming years.
Going concern
Following the successful completion of the acquisition of Rome Resources
Limited and its projects, the Group began a resource definition programme,
which to date has included 5,631m of drilling and the commissioning of a
maiden resource estimate. Results of the drilling programme have been
positive and give the Board significant confidence to continue to progress
these projects through further evaluation work in the coming months.
At the date of this report the Group has approximately £1,400,000 in cash
which is sufficient to complete the current drilling programme and provide
working capital beyond completion of that programme and into 2026. In order
to undertake further resource definition work on the licences the Group will
naturally need to source additional funding. While there can be no assurance
that the Company will be successful in raising additional funds to advance the
projects further, the Board are confident that sufficient funding will be
available based on the successful raising of £4m as part of the acquisition
in July 2024 and a further £4.2m through a strategic investor in December
2024, the positive results from the drilling campaigns undertaken to date and
work to date on the maiden resource estimate, as well as the positive Tin
market outlook.
As an exploration company, it is of essence that money is raised for
exploration and capital projects as required. There can be no assurance that
the Group's projects will be developed in accordance with the current plans,
or even successfully at all. Future work on these projects, the levels of
production and the financial returns arising therefrom, may be adversely
affected by factors outside of the control of the Group inter alia.
However, notwithstanding the loss incurred during the period under review, the
Directors have a reasonable expectation that the Group will have sufficient
access to funds to provide adequate resources to continue in operational
existence for the foreseeable future being a period of 12 months from the date
of signing of these financial statements. The Group has therefore continued to
adopt the going concern basis in preparing the Annual Report and Financial
Statements.
Basis of consolidation
The Consolidated Financial Statements consolidate the Financial Statements of
the Company and the subsidiary
all of its subsidiary for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is
recognised in accordance with IFRS 3 either in profit or loss or as a change
to other comprehensive income.
Contingent consideration that is classified as equity is not re-measured, and
its subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the
accounting policies used into line with those used by other members of the
Group. All intercompany transactions
and balances between Group enterprises are eliminated on consolidation.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange ruling at the statement of financial position date.
Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of transaction. Exchange differences are
considered in arriving at the operating result.
Employee benefit costs
The Group makes available a defined contribution pension scheme to eligible
employees. Any contributions paid to the Group's pension scheme are charged to
the income statement in the period to which they relate.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity. Deferred shares are classified as
equity but have restricted rights such that they have no economic value.
Share capital account represents the nominal value of the ordinary and
deferred shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Share based payment reserve represents equity-settled share-based employee
remuneration until such share options are exercised.
Warrant reserve represents equity-settled share-based payments until such
share warrants are exercised.
The shares to issue reserve represents the total value of funds received in
the year for issuance of share capital issued post reporting period end to
which the price and number of shares are fixed.
The merger reserve arose on the Reverse Takeover of Rome Resources Ltd
represents the premium element of the shares issued to acquire 100% of the
equity of Rome Resources Ltd.
The foreign currency translation reserve represents the effect of changes in
foreign exchange rates on the share capital on Rome Resources Limited
eliminated on consolidation.
The reverse acquisition reserve was recognised during the formation of the
Group at the time of the Reverse Takeover, when the legal acquiree was
considered to be the accounting acquirer under IFRS 3. As a result, a
reverse acquisition reserve was recognised on consolidation, details of which
can be found in note 18.
Share-based payments
Where equity settled share options or warrants are awarded, the fair value of
the options at the date of grant is charged to the statement of comprehensive
income over the vesting period. Non-market vesting conditions are considered
by adjusting the number of equity instruments expected to vest at each balance
sheet date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually vest.
Investment in Associate
An associate is an entity over which the Company has significant influence.
Significant influence is the power to
participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.
The considerations made in determining significant influence is similar to
those necessary to determine control over subsidiaries. The Company's
investment in its associate is accounted for using the equity method.
Under the equity method, the investment in an associate is initially
recognized at cost. The carrying amount of the investment is adjusted to
recognize changes in the Company's share of net assets of the associate since
the acquisition date. Goodwill relating to the associate is included in the
carrying amount of the investment and is not tested for impairment separately.
The statement of profit or loss reflects the Company's share of the results of
operations of the associate. Any change in OCI of those investees is presented
as part of the Company's OCI. In addition, when there has been a change
recognized directly in the equity of the associate, the Company recognizes its
share of any changes, when applicable, in the statement of changes in equity.
Unrealized gains and losses resulting from transactions between the Company
and the associate are eliminated to the extent of the interest in the
associate.
The aggregate of the Company's share of profit or loss of an associate is
shown on the face of the statement of profit or loss outside operating profit.
The financial statements of the associate are prepared for the same reporting
period as the Company. When necessary, adjustments are made to bring the
accounting policies in line with those of the Company.
Exploration and Evaluation assets
Exploration and evaluation expenditures include the costs of acquiring
licenses, costs associated with exploration and evaluation activity, including
drilling, sampling, assays, and resource estimation and modelling work and
assessments of technical feasibility, as well as costs associated with running
those projects and operating in those jurisdictions. In addition, they include
the fair value (at acquisition date) of exploration and evaluation assets
acquired in a business combination. Exploration and evaluation expenditures
are capitalised. Costs incurred before the Company has obtained the legal
rights to explore an area are recognized in profit or loss as property
investigation costs.
Option payments received are treated as a reduction of the carrying value of
the related exploration and evaluation properties and deferred costs until the
receipts are in excess of costs incurred, at which time they are credited to
income. Option payments are at the discretion of the optionee, and
accordingly, are recorded on a cash basis.
Once the technical feasibility and commercial viability of the extraction of
mineral resources in an area of interest are demonstrable, exploration and
evaluation assets attributable to that area of interest are first tested for
impairment and then reclassified to mining property and development assets
within property, plant and equipment.
Recoverability of the carrying amount of any exploration and evaluation assets
is dependent on successful
development and commercial exploitation, or alternatively, sale of the
respective areas of interest.
Exploration and evaluation assets are not amortised but are assessed for
impairment, with an impairment test being required when facts and
circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount. The assessment is carried out by allocating exploration
and evaluation assets to cash generating units, which are based on specific
projects or geographical areas. Whenever the exploration for and evaluation of
mineral resources does not lead to the discovery of commercially viable
quantities of mineral resources or the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to profit
or loss.
Financial instruments
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective interest rate
method. Trade and other receivables are accounted for at original invoice
amount less any provisions for doubtful debts. Provisions are made where
there is evidence of a risk of non-payment, considering the age of the debt,
historical experience and general economic conditions. If a trade debt is
determined to be uncollectable, it is written off, firstly against any
provisions already held and then to the statement of comprehensive income.
Subsequent recoveries of amounts previously provided for are credited to the
statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in
profit or loss in accordance with the expected credit loss model under IFRS 9.
For trade and other receivables which do not contain a significant financing
component, the Company applies the simplified approach. This approach requires
the allowance for expected credit losses to be recognised at an amount equal
to lifetime expected credit losses. For other debt financial assets, the
Company applies the general approach to providing for expected credit losses
as prescribed by IFRS 9, which permits for the recognition of an allowance for
the estimated expected loss resulting from default in the subsequent 12-month
period. Exposure to credit loss is monitored on a continual basis and, where
material, the allowance for expected credit losses is adjusted to reflect the
risk of default during the lifetime of the financial asset should a
significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk
of default. A review of the historical occurrence of credit losses indicates
that credit losses are insignificant due to the size of the Company's clients
and the nature of its activities. The outlook for the natural resources
industry is not expected to result in a significant change in the Company's
exposure to credit losses. As lifetime expected credit losses are not expected
to be significant the Company has opted not to adopt the practical expedient
available under IFRS 9 to utilise a provision matrix for the recognition of
lifetime expected credit losses on trade receivables. Allowances are
calculated on a case-by-case basis based on the credit risk applicable to
individual counterparties.
Trade and other payables
Trade and other payables are held at amortised cost which equates to nominal
value.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks
and similar institutions and liquid investments generally with maturities of 3
months or less. They are readily convertible into known amounts of cash and
have an insignificant risk of changes in values.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from the net profit as reported in the income statement because
it excludes items of income or expense that are taxable or deductible in other
periods 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 balance sheet date.
Provisions
Provisions are recognised when the Company has a present obligation as a
result of a past event, it is probable that the Company will be required to
settle that obligation and a reliable estimate can be made of the amount of
the obligation. The amount recognised as a provision is the best estimate of
the consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding the
obligation.
Critical accounting estimates and judgements
The preparation of financial information in accordance with generally accepted
accounting practice, in the case of the Group using IFRSs, requires the
directors to make estimates and judgements that affect the reported amount of
assets, liabilities, income and expenditure and the disclosures made in the
financial statements. Such estimates and judgements must be continually
evaluated based on historical experience and other factors, including
expectations of future events.
Details of accounting estimates and judgements that have the most significant
effect on the amounts recognised in the financial statements have been
disclosed under the relevant note or accounting policy for each area where
disclosure is required.
Impairment of investments in and loans to subsidiaries
The Group and Company assess at each reporting date whether there is and
objective evidence that investments in and loans to subsidiaries are
impaired. To determine whether there is objective evidence of impairment, a
considerable amount of estimation is required in assessing the likely ultimate
realisation of those investments and loans. Such assessments include the
potential value of the underlying projects and assets held within those
subsidiaries and an assessment of the cashflows that may be generated by them
in the future.
Recoverable value of exploration assets
The carrying value of exploration and evaluation assets is assessed for
impairment under the provisions of IFRS 6. Evaluation results achieved to
including drilling, sampling, and resource modelling work and are assessed for
any indicators of potential impairment. The Directors have concluded that no
such impairment indicators exist at the Balance Sheet date.
Valuation of share-based payments to employees
The Company estimates the expected value of share-based payments to employees
and this is charged through the income statement over the vesting period.
The fair value is estimated using the Black Scholes valuation model which
requires a number of assumptions to be made such as level of share vesting,
time of exercise, expected length of service and employee turnover and share
price volatility. This method of estimating the value of share-based
payments is intended to ensure that the actual value transferred to employees
is provided for by the time such payments are made.
2. SEGMENTAL REPORTING
The Group has one activity only. The whole of the value of the Group's net
assets in their respective financial statements at 31 December 2024 and
September 2023 was attributable to Exploration and Evaluation projects in the
DRC.
3. OPERATING LOSS
Group
2024 2023
(15 months) (12 months)
£'000 £'000
Loss from operations has been arrived at after charging:
Directors' Remuneration 244 15
Share based payment charge 1,413 553
Fees payable to the Company's auditor for the audit of the Group 48 -
and Company's financial statements
4. EMPLOYEES AND DIRECTORS
The average number of persons employed by the Group in the period (including
directors that receive remuneration) was 55 (2023: 44).
The average number of persons employed by the Company in the year ended 31
December 2024 (including directors that receive remuneration) was 4 (2023: 4).
The highest paid director of the Group during the period received £134,000
(2023: £15,000).
The following tables set out and analyse the remuneration of directors for the
periods.
For the 15 months ended 31 December 2024:
Salary Fees Total emoluments Contribution to Pension schemes Share Based Payments Total remuneration
£'000 £'000 £'000 £'000 £'000 £'000
Paul Barrett 134 - 134 2 290 426
Mark Gasson - 99 99 - 290 389
Eduard Etienvre 19 - 19 - 90 109
Mark Mathenz - 15 15 - 188 203
Serge Nawej Tschitembu - 13 13 - 81 94
Klaus Eckhof - 8 8 - - 8
153 135 288 2 939 1,229
The figures for the 15 months ended reflect the remuneration paid to the
Directors of Rome Resources Plc during that period.
For the 12 months ended 30 September 2023:
Salary Fees Total emoluments Contribution to Pension schemes Share Based Payments Total remuneration
£'000 £'000 £'000 £'000 £'000 £'000
David Jenkins - 14 14 - - 14
Sheryl Jones - 13 13 - - 13
- 27 27 - - 27
The figures for the 12 months ended reflect the remuneration paid to the
Directors of Rome Resources Limited during that period.
No share options were exercised by the directors, and no shares were received
or receivable by any director in respect of qualifying services under a
long-term incentive scheme.
At the Balance Sheet date, the Directors of the Company held the following
interest in the Company's equity, options and warrants:
Director No. Exercise price Expiry date
Paul Barrett Ordinary shares 3,610,108
Options 20,000,000 1.00pence and 0.50 pence 5 October 2026
Warrants 121,796,615 0.30p 26 July 2029
Mark Gasson Ordinary shares 401,351,600
Options 15,770,000 0.75p and CAD$0.26 30 June 2025 and 9 February 2026
Warrants 141,336,615 0.03p, CAD$0.30 and CAD$0.25 26 July 2029, 9 June 2025 and 18 November 2025
Klaus Ekhof Ordinary shares 439,624,500
Options -
Warrants 19,540,000 CAD$0.30 and CAD$0.25 9 June 2025 and 18 November 2025
Marc Mathenz Ordinary shares 92,000,000
Options -
Warrants 102,165,933 0.45p and 0.35p 26 July 2026 and 27 December 2029
Edouard Etienvre Ordinary shares -
Options -
Warrants 39,772,534 0.35p 27 December 2029
Serge Nawej Tshitembu Ordinary shares -
Options 4,885,000 CAD$0.26 6 November 2026
Warrants 34,090,743 0.35 pence 26 July 2029
5. INCOME TAX
The charge for the period is made up as follows:
2024 2023
(15 months) (12 months)
£'000 £'000
Current tax - -
Tax charge for the year - -
Analysis of tax expense
No liability to UK corporation tax arose for the period ended 31 December 2024
nor for the year ended 31 December 2023. No deferred tax asset has been
recorded on tax losses carried forward.
Factors affecting the tax expense
The tax assessed for the year is higher than (2023: higher than) the standard
rate of corporation tax in the UK. The difference is explained below:
2024 2023
(15 months) (12 months)
£'000 £'000
Loss on ordinary activities before tax (4,780) (881)
Loss on ordinary activities multiplied by the average standard rate of (1,291) (238)
corporation tax in the UK, Canada and the DRC (27%)
Effects of:
Non-deductible expenses 1,049 -
Unrelieved tax losses carried forward 242 238
Tax expense - -
6. LOSS OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of
the parent company is not presented as part of these financial statements. The
parent company's loss for the financial year was £3,233k (2023: £43k).
7. LOSS PER SHARE
Basic loss per share is calculated, as set out in the tables below, by
dividing the loss attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the period.
In accordance with IAS 33, as the Group is reporting a loss for both this and
the preceding year the share options
and warrants are not considered dilutive because the exercise of these would
have the effect of reducing the loss per share.
The weighted average number of shares is adjusted for the impact of the
reverse takeover as follows:
Prior to the reverse takeover, the number of shares is based on Rome Resources
Ltd, adjusting using the exchange ratio arising on the reverse takeover.
From the date of the reverse takeover the number of shares is based on the
Company. The prior year number of shares has also been adjusted using the
exchange ratio.
2024 2023
(15 months) (12 months)
Basic loss attributable to the ordinary shareholders (£'000) (4,780) (881)
Weighted average number of shares 2,850,804,071 1,287,339,868
Basic and diluted earnings per share from continuing operations 0.1677 pence 0.0685 pence
8. INVESTMENTS
SUBSIDIARIES Group Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
COST
Investment in Rome Resources Ltd - - 8,447 -
- - 8,447 -
On 26 July 2024 the Company completed the Reverse Takeover of Rome Resources
Ltd. The Company issued 2,351,657,348 ordinary shares at £0.0030 per share
to the shareholders of Rome Resources Ltd in order to acquire its entire share
capital. As part of the investment the Company has also recognised the loan
amounts advanced to Rome Resources Ltd and outstanding at the date of the
reverse takeover as part of the investment in Rome Resources Ltd. The
transaction was treated as a Reverse Takeover, details of which are included
in note 18.
The value of the investment in Rome Resources Ltd is ultimately dependent on
the value attributable to the Exploration and Evaluation assets held by its
subsidiaries. The Directors have assessed the valuations of these projects,
and further details of this can be found in note 9 to these accounts.
Name Business Activity Country of Incorporation Registered Address Percentage Holding
Rome Resources Ltd Holding Company Canada Suite 700, 688 West Hastings Street, Vancouver 100%
Medidic-RD Congo SARL Mineral Exploration DRC 372 avenue Colonel Mondjiba, Commune de Ngaliema, RDC 71%*
Mont Agoma SARL Mineral Exploration DRC 372 avenue Colonel Mondjiba, Commune de Ngaliema, RDC 51%*
Kalayi Tin SARL Mineral Exploration DRC 372 avenue Colonel Mondjiba, Commune de Ngaliema, RDC 51%*
Pathfinder Battery Commodities Ltd Dormant United Kingdom 35 Berkeley Square, London, W1J 5BF, United Kingdom 100%
* Indirect ownership
INVESTMENTS IN ASSOCIATES Group Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
COST
Investment in Medidic-RD Congo SARL - 1,336 - -
- 1,336 - -
At 30 September 2023, Rome Resources Ltd held a 30% interest in Medidoc-RD
Congo SARL ("MRDC"). This investment was treated as an Investment in an
Associate as it did not meet the definition of a Subsidiary. On 31 December
2023, Rome Resources Ltd acquired an additional 41% interest in MRDC, taking
its total ownership to 71%. As a result, the Investment was accounted for as
an investment in a subsidiary from that date, and consolidated in line with
the Group's accounting policies, ceasing to be treated as an Investment in
Associate.
As at 31 December 2023, the associate company did not meet the definition of a
business in accordance with IFRS 3 and so the transition from being an equity
investment to being consolidated was treated as an asset acquisition, with the
fair values assigned to the identified assets acquire and liabilities assumed
being shown below:
Cost of Acquisition $CAD'000 £'000
Equity investment 6,390 3,592
Advances 3,578 2,011
9,968 5,603
Allocated as follows:
Cash 40 22
Prepayments and deposits 13 7
Exploration and evaluation assets 11,197 6,294
Accounts payable (174) (98)
Non-controlling interest (1,108) (622)
9,968 5,603
9. EXPLORATION AND EVALUATION ASSETS
Group Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
COST £'000 £'000 £'000 £'000
Exploration and Evaluation assets 10,511 2,101 - -
10,511 2,101 - -
Exploration and Evaluation assets relate to two properties situated in the
Walikale District of the North Kivu Province in eastern Democratic Republic of
Congo, namely Exploration permits PEPM 13274 and PR 15130, collectively known
as the Bisie North Project Bisie North, principally a tin exploration
project with secondary copper, zinc and silver, is situated only 8km along
geological strike from the Alphamin Bisie project, the highest grade tin mine
in the world. Tin and copper soil anomalies were identified by the Company
on two NW-SE trending topographic ridges both situated within the Company's
licence area. An initial drilling programme in 2023 identified several
high-grade tin intercepts on both the Mont Agoma the Kalayi prospects, with
significant intercepts of copper and zinc also encountered in several Mont
Agoma drillholes. Further drilling has been undertaken during 2024 and into
2025 on both licences.
The most significant judgement for the Group is the assumption that
exploration and evaluation at the Group's projects will ultimately lead to a
commercial mining operation, which includes the assumption that any licences
held will be renewed as required upon expiry. The Directors consider a
number of factors when assessing whether any impairment is required in
relation to these assets, including:
· results of exploration work to date;
· licence renewal status, with a presumption that licences will be
renewed but consideration given to any possible issues in respect of the
periodic renewal process;
· the market for the underlying resources;
· comparative valuations of similar assets as they are announced to
the stock market;
While there is no confirmed resource on the licences as yet, given the stage
of the evaluation process, there are strong indications of one based on the
drilling results to date.
Based on these factors the Directors do not believe there is an impairment in
the valuation of the Group's exploration and evaluation assets.
10. TRADE AND OTHER RECEIVABLES
Group Company
Current
As at 31 December 2024 As at 30 September 2023(unaudited) As at 31 December 2024 As at 31 December 2023
£'000 £'000 £'000 £'000
Other debtors 96 - 146 8
VAT 178 - 19 21
Prepayments 52 - 52 61
Loan receivable - - - 299
Intercompany loans 2,282 -
326 - 2,499 389
The carrying value of the Company's Intercompany loans is assessed by the
Directors for any anticipated credit losses. The value recoverability of
these loans is considered by the Directors to be directly linked to the
likelihood of the projects held by those entities being put into commercial
production in the future. As such, the Directors do not consider there to be
any requirement to impair these receivables, based on the assessment outlined
in note 9 to these accounts.
All Intercompany loans are unsecured, interest free and repayable on demand.
11. CASH AND CASH EQUIVALENTS
Group Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
£'000 £'000 £'000 £'000
Cash at bank and in hand 4,485 53 4,330 1,396
12. SHARE CAPITAL
a) Called up, allotted, issued and fully paid share capital
GROUP No. Ordinary shares No. Deferred shares Share Share Premium
Capital £'000
£'000
Total at 1 October 2022 48,265,939 - 9,609 -
Issue of shares in the period 38,000,000 - 2,993 -
Foreign exchange difference (660)
Total at 30 September 2023 86,265,939 - 11,942 -
Issue of shares in the period 34,085,000 - 3,773 -
Foreign exchange difference - (1,000) -
Total at date of RTO 120,350,939 - 14,715 -
Transfer to reverse acquisition reserve on RTO (120,350,939) - (14,715) -
Share capital of the Company at acquisition 1,057,494,834 183,688,116 19,243 15,402
26 July 2024 - acquisition 2,351,657,348 - 2,351 -
26 July 2024 - placing 1,462,712,425 - 1,463 1,591
30 December 2024 1,200,000,000 - 1,200 2,775
Total at 31 December 2024 6,071,864,607 183,688,116 24,257 19,768
COMPANY No. Ordinary shares of 0.1p each Deferred shares of 9.9p each Share Share Premium Shares to Issue Reserve
Capital £'000 £'000
£'000
Total at 31 December 2022 532,494,834 183,688,116 18,717 14,239 -
1 February 2023 100,000,000 - 100 374 -
29 November 2023 - - - - 1,215
Total at 31 December 2023 632,494,834 183,688,116 18,817 14,613 1,215
2 January 2024 425,000,000 - 425 789 (1,215)
26 July 2024 - acquisition 2,351,657,348 - 2,352 - -
26 July 2024 - placing 1,462,712,425 - 1,463 1,591 -
30 December 2024 1,200,000,000 - 1,200 2,775 -
Total at 31 December 2024 6,071,864,607 183,688,116 24,257 19,768 -
On the 29 November 2023 the Company allotted 425,000,000 shares for total
consideration of £1,275,000 net of associated costs. As at 31 December 2023
£60,000 remained outstanding from investors with £1,215,000 having been
received in that year. This issuance was subject to shareholder approval which
was obtained in January 2024 and as a result these shares were issued
subsequent to the previous year end on 2 January 2024. The cash received in
the previous year of £1,215,000 is shown within a shares to be issued reserve
as at 31 December 2023, and subsequently reversed on issuance of the shares on
2 January 2024.
On 26 July 2024, the Company undertook a reverse acquisition of Rome Resources
Limited. The following took place in relation to the reverse acquisition:
o 2,351,657,348 ordinary shares in the Company were issued to shareholders
of Rome Resources Limited.
o In conjunction with the reverse acquisition of Rome Resources Limited and
the relisting on AIM of the Company, a further 1,462,712,425 ordinary shares
were issued for total consideration of £4,000,000 in cash and £388,137 in
fee shares in respect of certain fees related to the placing at a price of
£0.0030 per share.
o As part of the Group Consolidation, on acquisition the share capital of
Rome Resources Ltd has been eliminated, and the existing share capital of the
Company has been recognized.
On 30 December 2024 1,200,000,000 ordinary shares were issued for total
consideration of £4,200,000 at a price of £0.0035 per share.
b) Share options & warrants in issue
Share options
Exercise Price Grant Date Expiry Date At 1 January 2024 Issued / (lapsed) At 31 December 2024
0.75p 11 May 2020 30 June 2025 10,000,000 - 10,000,000
0.75p 4 August 2020 30 June 2025 6,000,000 - 6,000,000
0.75p 9 June 2021 30 June 2025 6,000,000 - 6,000,000
0.75p 23 June 2021 30 June 2025 3,000,000 - 3,000,000
0.75p 4 October 2021 30 June 2025 5,000,000 - 5,000,000
1.00p 1 September 2023 5 October 2026 15,000,000 - 15,000,000
0.50p 1 September 2023 5 October 2026 5,000,000 - 5,000,000
CAD$0.26((1)) 26 July 2024 9 February 2026 61,551,000 61,551,000
CAD$0.26((1)) 26 July 2024 27 April 2026 9,770,000 9,770,000
CAD$0.26((1)) 26 July 2024 6 November 2026 4,885,000 4,885,000
50,000,000 76,206,000 126,206,000
((1)) As part of the RTO transaction, certain options issued by Rome
Resources Ltd were replaced with options in the Company. Exercise prices and
expiry dates were unchanged, with the number of replacement options being
based on the existing options adjusted by the RTO exchange ratio.
Share warrants
Exercise Price Grant Date Expiry Date At 1 January 2024 Issued / (lapsed) At 31 December 2024
0.50p 31 January 2023 31 January 2024 5,000,000 (5,000,000) -
0.45p 26 July 2024 26 July 2026 - 212,500,000 212,500,000
0.30p 26 July 2024 26 July 2029 - 678,917,878 678,917,878
0.35p 27 December 2024 27 December 2029 - 221,544,334 221,544,334
0.50p 30 December 2024 30 December 2027 - 1,200,000,000 1,200,000,000
CAD$0.30((1)) 26 July 2024 9 June 2025 - 42,988,000 42,988,000
CAD$0.25((1)) 26 July 2024 18 November 2025 - 70,344,000 70,344,000
5,000,000 2,427,594,212 2,432,594,212
((1) ) As part of the RTO transaction, certain warrants issued by
Rome Resources Ltd were replaced with warrants in the Company. Exercise
prices and expiry dates were unchanged, with the number of replacement
warrants being based on the existing options adjusted by the RTO exchange
ratio.
13. TRADE AND OTHER PAYABLES
CURRENT Group Parent Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
£'000 £'000 £'000 £'000
Trade creditors 611 84 634 224
Social security and other taxes 5 - 5 12
Other creditors 120 308 - -
Accruals and deferred income 374 30 258 31
Borrowings - 145 - -
1,110 567 897 267
NON-CURRENT Group Parent Company
As at 31 December 2024 As at 30 September 2023 As at 31 December 2024 As at 31 December 2023
£'000 £'000 £'000 £'000
Borrowings 254 - - -
254 - - -
14. CONTINGENT LIABILITIES
As at the reporting date the Group and Company had no Contingent liabilities.
15. RELATED PARTY DISCLOSURES
At the 31 December 2024, £254k (US$350k) was owed to Dr Andreas Reitmeier.
Dr Reitmeier is a shareholder of the Company and directly holds 29% of the
issued share capital of Medidoc-RD Congo SARL ("MRDC"), and indirectly holds
19% of the issued share capital of Mont Agoma SARL ("Mont Agoma"). The Group
has Option Agreements in place whereby it can acquire a further 19% holding in
MRDC and 9% in Mont Agoma through meeting certain conditions by 31 January
2026, including the repayment of this loan. The loan is therefore repayable
in full by 31 January 2026. The loan carries no interest.
At the 31 December 2024, £121k (US$120k and CAD$50k) was owed to a
shareholder, Dr Georg Schnura. These loans carried no interest and were
repaid in full in January 2025.
Prior to the RTO and in relation to the proposed transaction, in December
2023, Rome Resources Plc loaned Rome Resources Ltd CAD$500,000, and a further
CAD$2,000,000 in January 2024. A repayment of CAD$100,000 was made in April
2024, with a further drawdown of CAD$69,000 being made in June 2024. At the
date of the RTO, the loan balance stood at CAD$2,473,167 or £1,392,113 and
formed part of the investment in Rome Resources Limited by the Company.
Related party receivables are disclosed in note 10.
Details of directors' remuneration are given in note 4 above.
16. SHARE BASED PAYMENTS
The fair values of the share options and warrants at the date of grant have
been measured using the Black- Scholes pricing model, which takes into account
factors such as the option life, share price volatility and the risk-free
rate.
Each share option and warrant vested and was exercisable immediately upon
grant. The share-based expense relating to each share option and share warrant
was recognised in full on the date of grant.
Share options
Date of grant Share price Exercise Risk Free Expected life Expected yield Expected volatility((2)) Fair value per option
price Rate((1)) of options
11 May 2020 0.93p 0.75p 0.07% 2 years 0% 55% £0.00190
4 August 2020 0.43p 0.75p 0.06% 2 years 0% 55% £0.00022
9 June 2021 0.79p 0.75p 0.05% 2 years 0% 55% £0.00127
23 June 2021 0.75p 0.75p 0.05% 2 years 0% 55% £0.00111
4 October 2021 0.73p 0.75p 0.05% 3 years 0% 55% £0.00101
1 September 2023 0.67p 1.00p 4.78% 3 years 0% 55% £0.00041
1 September 2023 0.67p 0.50p 4.78% 3 years 0% 22% £0.00249
26 July 2024 0.35p CAD$0.26((3)) 3.90% 1.5 years 0% 78% £0.00230
26 July 2024 0.35p CAD$0.26((3)) 3.90% 1.8 years 0% 78% £0.00234
26 July 2024 0.35p CAD$0.26((3)) 3.90% 2.3 years 0% 78% £0.00243
( )
( )
((1)) Daily sterling overnight index average (SONIA) rate at the date of grant
was adopted as the effective risk-free rate.
((2)) Expected volatility is based on management's estimate of the expected
volatility.
((3)) Replacement Options issued on RTO, replacing Options issued in Rome
Resources Ltd.
( )
Share warrants
Date of grant Share price Exercise Risk Free Expected life Expected yield Expected volatility((2)) Fair value per option
price Rate((1)) of options
31 January 2024 0.275p 0.50p 3.44% 2.5 years 0% 78% £0.00097
26 July 2024 0.35p 0.30p 3.90% 1 years 0% 78% £0.00130
26 July 2024 0.35p 0.30p 3.90% 5 years 0% 78% £0.00238
27 December 2024 0.345p 0.35p 4.26% 5years 0% 78% £0.00226
30 December 2024 0.345p 0.50p 4.23% 3 years 0% 78% £0.00151
26 July 2024 0.35p CAD$0.30((3)) 3.90% 0.9 years 0% 78% £0.00194
26 July 2024 0.35p CAD$0.25((3)) 3.90% 1.3 years 0% 78% £0.00229
( )
((1)) Daily sterling overnight index average (SONIA) rate at the date of grant
was adopted as the effective risk-free rate.
((2)) Expected volatility is based on management's estimate of the expected
volatility.
((3)) Replacement Warrants issued on RTO, replacing Options issued in Rome
Resources Ltd.
17. FINANCIAL INSTRUMENTS
The Group and Company's principal financial instruments comprise cash and cash
equivalents and other receivables/payables. The Group's accounting policies
and method adopted, including the criteria for recognition, the basis on which
income and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in note 1. The
Group does not use financial instruments for speculative purposes.
The principal financial instruments used by the Group and Company, from which
financial instrument risk arises, are as follows:
Group Parent Company
As at 31 December 2024 As at 30 September 2023 (unaudited) As at 31 December 2024 As at 31 December 2023
Financial assets at amortised cost £'000 £'000 £'000 £'000
Cash and cash equivalents 4,485 53 4,330 1,396
Other debtors 274 - 151 29
Related Party Loans - - 2,282 299
Financial liabilities at amortised cost
Trade payables 610 84 630 236
Related Party Loans 375 211 - -
a) Financial risk management objectives and policies
The Group's major financial instruments include bank balances and amounts
payable to suppliers. The risks associated with these financial instruments
and the policies on how to mitigate these risks are set out below. The
Directors manage and monitor these exposures to ensure appropriate measures
are implemented on a timely and effective manner.
b) Liquidity risk
Liquidity risk arises from the Group's management of working capital.
The Group regularly reviews its major funding positions to ensure that it has
adequate financial resources in meeting its financial obligations. The
Directors have considered the liquidity risk as part of their going concern
assessment (see note 1). Expenditure is carefully managed in order to maintain
its cash reserves whilst it targets a suitable transaction. Financial
liabilities are all due within one year.
c) Credit risk
The Group's credit risk is attributable to its cash and loan balance. The
credit risk from its cash and cash equivalents is limited because the
counterparties are banks with high credit ratings and have not experienced any
losses in such accounts. The Group assesses the creditworthiness of loans
receivable from related parties and establishes appropriate terms and
conditions for loan agreements.
d) Interest risk
The Group's exposure to interest rate risk is the interest received on the
cash held, which is immaterial.
e) Capital risk management
The Group's objectives when managing capital are to safeguard the Group'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. The Group has no borrowings. In order to maintain or adjust
the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, or issue new shares.
f) Fair value of financial assets and liabilities
There are no material differences between the fair value of the Group's
financial assets and liabilities and their carrying values in the financial
information.
18. REVERSE TAKEOVER
On 26 July 2024, the Company acquired, through an issue of 2,351,657,348
ordinary shares, the entire issued share capital of Rome Resources Ltd. Rome
Resources Ltd and its subsidiaries undertake exploration and evaluation
activities in the Democratic Republic of Congo.
Although the transaction resulted in Rome Resources Ltd
becoming a wholly owned subsidiary of the Company, the transaction constitutes
a reverse acquisition as in substance, it has resulted in a fundamental change
in the business of the Company.
As the Company's activities prior to the acquisition were purely the
maintenance of the AIM Listing as a Cash Shell, acquiring Rome Resources Ltd
and raising equity finance to provide the required funding for the operations
of the acquisition the directors do not consider this to meet the definition
of a business in accordance with IFRS 3.
Accordingly, this reverse acquisition does not constitute a business
combination and is accounted for in accordance with IFRS 2 "Share-based
Payments" and associated IFRIC guidance. Although the reverse acquisition is
not a business combination, the Company has become the legal parent and is
required to apply IFRS 10 and prepare consolidated financial statements.
In accordance with IFRS 2, when accounting for such reverse acquisitions, the
reverse acquisition methodology shall take place but rather than recognising
goodwill, the difference between the equity value given up by the Company's
shareholders ("Deemed acquisition cost") and the share of the fair value of
net assets gained by the Company shareholders is charged to the statement of
comprehensive income as a share-based payment on reverse acquisition, and
represents in substance the cost of acquiring an AIM listing.
In accordance with reverse acquisition accounting principles, these
consolidated financial statements represent a continuation of the consolidated
statements of Rome Resources Ltd and its subsidiaries and include:
The assets and liabilities of Rome Resources Ltd at their pre-acquisition
carrying amounts and the results for both years; and
The assets and liabilities of the Company as at 26 July 2024 and it's results
from 26 July 2024 to 31 December 2024.
On 26 July 2024, the Company issued 2,351,657,348 ordinary shares to acquire
the entire share capital of Rome Resources Ltd. On the same date, the Company
was readmitted to AIM after completing a placing, issuing 1,333,333,330
ordinary shares at a placing share price of £0.0030 and therefore the Company
has valued the investment in Rome Resources Ltd at £7,084,101. In addition, a
loan had been made to Rome Resources Ltd by the Company as part of the
proposed acquisition. On Acquisition this loan is written off, forming an
additional cost of the acquisition, amounting to £1,362,984., the total
consideration amounted to £8,447,085.
Because the legal subsidiary, Rome Resources Ltd, was treated on consolidation
as the accounting acquirer and the legal Parent Company, the Company, was
treated as the accounting subsidiary, the fair value of the shares deemed to
have been issued by Rome Resources Ltd was calculated at £3,723,549 based on
an assessment of the purchase consideration for a 100% holding of the Company
of 1,241,182,950 shares at a weighted average placing price of £0.0030 per
share (being the share price of the Company at acquisition).
A reverse acquisition expense of £2,462,895 has been recognised, being the
difference between the fair value of the equity Rome Resources' shareholders
would have had to issue to give the Company the same equity in the combined
entity, and the net assets of the Company. The shares issued comprise 31.02
per cent. of Rome Resources' share capital at the fair value on 26 July 2024
being the share price of C$0.19, translated at the closing rate.
The fair value of the net assets of the Company at acquisition was as follows:
£'000
Cash and cash equivalents 20
Other receivables 1,063
Loan to Rome Resources Ltd 1,392
Trade and other payables (1,214)
Net assets 1,261
The difference between the deemed cost of £3,723,549 and the fair value of
the net assets assumed above of £1,260,653 resulted in £2,462,895 being
expensed within "reverse acquisition expenses" in accordance with IFRS 2,
Share Based Payments, reflecting the economic cost to Rome Resources Plc
shareholders of acquiring a quoted entity.
The reverse acquisition reserve which arose from the reverse takeover is made
up as follows:
£'000
Pre-acquisition retained earnings equity(1) (34,514)
Elimination of Rome Resources Ltd share capital at acquisition(2) 16,978
Investment in Rome Resources Ltd(3) (7,084)
Reverse acquisition expense(4) 2,463
(22,157)
1. Recognition of pre-acquisition equity of Rome Resources Plc as
at 26 July 2024.
2. Rome Resources Ltd had equity at the date of acquisition of
£16,978,320. As these financial statements present the capital structure of
the legal parent entity, the equity of Rome Resources Ltd is eliminated.
3. 2,351,657,348 shares at £0.0030 per shares, plus £1,392,113 loan
written off.
4. The reverse acquisition expense represents the difference between
the value of the equity issued by the Company, and the deemed consideration
given by Rome Resources Ltd to acquire the company.
19. EVENTS AFTER THE REPORTING PERIOD
In March 2025 12,661,325 new ordinary shares of 0.1 pence each were issued at
a price of 0.255 pence to a supplier in lieu of approximately £32,286 of
interest and accrued fees.
In March 2025 the Group temporarily ceased operations in the DRC due to the
worsening security situation in the country. In May 2025 operations resumed,
and the Group recommenced its drilling programme.
20. ULTIMATE CONTROLLING PARTY
The directors believe there is no ultimate
controlling party.
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