Interim Results & Corporate Update
30/09/2024 07:00
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RNS Number : 1099G Oneiro Energy PLC 30 September 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
30 September 2024
Oneiro Energy plc
("Oneiro" or the "Company")
Interim Results & Corporate Update
Oneiro Energy plc (LSE:ONE), the LSE-quoted company focussed on energy
transition, is pleased to announce its unaudited interim results for the six
months to 31 July 2024 and to update shareholders on its proposed acquisition
of Switch Metals Côte d'Ivoire Sarl ("Switch Metals").
Interim Results
The net loss after finance costs and tax of £175,877 (31 July 2023: net loss
of £265,777; year to 31 January 2024: net loss of £276,484), represents a
loss of 0.49 pence per share (31 July 2023: 0.96p pence per share; year to 31
January 2024: 0.76p).
Available cash as at 31 July 2024 was £636,083 (31 July 2023: £969,924; 31
January 2024: £781,872). The Company has no debt.
Strategy
The Company was formed to undertake an acquisition of a controlling interest
in a company or business which has the potential to lead to less
carbon-intensive and more sustainable energy systems. We have previously
looked at acquiring interests within the hydrocarbon sector (primarily natural
gas), alongside the wider upstream green energy sectors such as renewables,
battery minerals and technology metals.
Proposed Acquisition
On 21 June 2024, we announced that the Company had agreed in principle to
acquire the exploration activities of Switch Metals and certain other assets,
all of which are located in Côte d'Ivoire (the "Acquisition").
Switch Metals has assembled a diverse portfolio of battery minerals and
technology metal assets covering multiple historic occurrences of lithium,
tantalum, niobium, nickel, cobalt, copper, and manganese. It holds several
exploration licences and licence applications, as well as binding options to
acquire further licences. The portfolio - spread over some 3,704km sq. km - is
made up of 6 licences (3 of which are subject to an option agreement) and 7
applications, each offering district scale discovery potential.
Loan Facility
Under the Heads of Terms for the Acquisition, Oneiro agreed to provide Switch
Metals with a working capital facility of up to US$500,000 (€464,843) to
enable it to progress its development activities ahead of completion of the
Acquisition. On 19 August 2024, the Company announced that the working capital
loan facility (the "Facility") had been signed.
The Facility has been designed to allow Switch Metals to progress exploration
activities during the remainder of 2024 under a workplan agreed between the
Company and Switch Metals. If the transaction completes, the loan is expected
to convert into an intra-group loan if not, there is provision for a bullet
repayment on maturity. To date, around half of the Facility has been drawn
down.
The following provides a summary of the work undertaken by Switch Metals
utilising the funds provided through the Facility.
Field Work
This initial part of the exploration programme has a focus on the Issia and
Tiassalé lithium and tantalum projects.
ISSIA
At Issia, the objective is twofold: (1) to firm up and rank potential
Lithium-Cesium-Tantalum (LCT) pegmatite targets for a drilling campaign after
re-admission; and (2) delineate target zones that could host free digging
placer resources of tantalum (coltan) and support an early production
strategy.
(1) LCT pegmatite drill targeting
- Soil sampling on 200 m x 200 m grid analysed for Lithium (using
portable LIBS analyser), Tantalum and other trace metals (using portable XRF
analyser);
- Trenching, channel sampling and laboratory assaying;
- Ground magnetic survey on all pegmatites exposed in the trenches;
- Up to 3,500 m of auger drilling to refine and extend the mapping of
identified pegmatites.
(2) Tantalum placer deposit targeting
- Over 300 pits within geochemically anomalous soil contours,
including 200 systematic pits on a 200 m x 200 m grid;
- Systematic panning and weighing of heavy mineral concentrates
(including tantalum) from each pit, to estimate average volumetric grades and
delineate high grade zones of interests to prioritise for further resource
definition work.
Tiassalé
At Tiassalé, previous work includes stream sediment sampling focused on LCT
pegmatites alongside community relations and field reconnaissance.
Since August activity has continued with mapping, rock chip and soil sampling.
Two soil sampling campaigns have already been completed on a 400 m x 400 m
grid followed with a reduced 200 m x 200 m grid seeking lithium anomalies
using a portable LIBS analyser.
The objective is to delineate soil targets for auger drilling following the
Company's re-admission.
Switch Metals has the option to acquire 100% of any licences constituting the
Tiassalé asset.
Other Assets
Ongoing work streams on other projects have been concluded including rock chip
sampling at the Bouaké pegmatite project, and finalisation of metallurgical
testwork by Tetra Tech and Mintek on the Sakassou battery-grade manganese
joint venture.
CPR
Results and interpretations from the ongoing field programme will be
integrated in the Competent Person's Report ("CPR") supporting the
Acquisition, the associated Reverse Takeover and concurrent fund raising in
due course.
Andy Yeo, Non-Executive Chairman commented:
"Since signing the Heads of Terms and Loan Facility we have been moving
steadily ahead on the work programme and corporately with all advisors now in
place and documentation underway. Earlier this month, Oneiro founders Rod
Murray and Rob Jones stepped away from the board to focus on their other oil
& gas business interests and we are grateful to them for the opportunity
to move Onerio forward as a mining company.
"The Company's shares will remain suspended for the time being as we continue
to prepare for our proposed re-admission, which we hope to have completed by
the end of the calendar year thereby benefiting from the noticeable uptick in
interest and activity in the mining sector of late".
Contact details:
Oneiro Energy plc
Andy Yeo, Non-Executive Chairman c/o Allenby Capital
+44 (0) 20 3328 5656
Allenby Capital Limited (Broker & Financial Adviser)
Corporate: Nick Harriss / James Reeve / Liz Kirchner / Lauren Wright
Sales: Kelly Gardiner / Matt Butlin
Contact: +44 (0) 20 3328 5656
Statement of Comprehensive Income
For the half-year ended 31 July 2024
As at As at As at
Notes 31 July 2024 31 July 2023 31 January 2024
(Unaudited) (Unaudited)
£ £ £
Administrative expenses (175,877) (277,680) (280,909)
Operating loss (175,877) (277,680) (280,909)
Other income 1 - 4,425 4,425
Loss before tax (175,877) (273,255) (276,484)
Taxation charge - 7,478 -
Loss for the year (175,877) (265,777) (276,484)
Other comprehensive income - - -
Total comprehensive loss for the year (175,877) (265,777) (276,484)
Basic and diluted loss per share (pence) 3 (0.49) (0.96) (0.76)
Statement of Financial Position
At 31 July 2024
As at As at As at
Notes 31 July 2024 31 July 2023 31 January 2024
(Unaudited) (Unaudited)
£ £ £
Assets
Current assets
Other receivables 4 35,240 36,798 34,488
Deferred tax asset 9 - 29,400 -
Cash and cash equivalents 636,083 969,924 781,872
671,323 1,036,122 816,360
Total assets 671,323 1,036,122 816,360
Liabilities
Current liabilities
Trade and other payables 5 (23,062) (57,216) (34,484)
(23,062) (57,216) (34,484)
Total liabilities (23,062) (57,216) (34,484)
Net assets/(liabilities) 648,261 978,906 781,876
Equity
Share capital 6 378,420 378,420 378,420
Share premium 1,025,452 1,232,580 1,025,452
Share based payment reserve 8 114,902 51,835 72,640
Retained losses (870,513) (683,929) (694,636)
Total equity 648,261 978,906 781,876
Statement of Changes in Equity
For the half-year ended 31 July 2024
Share Capital Shares to be issued Share premium Retained losses Total equity
Share based payment
Notes
£ £ £ £ £ £
At 31 January 2023 153,000 - 258,000 - (418,152) (7,152)
Total comprehensive income
Loss for the period - - - - (265,777) (265,777)
Transactions with owners
Issue of Ordinary Shares 6 225,420 - - - - 225,420
Share premium issued - - 974,580 - - 974,580
Share based payments 8 - - - 51,835 - 51,835
At 31 July 2023 378,420 - 1,232,580 51,835 (683,929) 978,906
At 31 January 2023 153,000 - 258,000 - (418,152) (7,152)
Total comprehensive income
Loss for the year - - - - (276,484) (276,484)
Transactions with owners
Issue of Ordinary Shares 6 225,420 - - - - 225,420
Share premium issued - - 767,452 - - 767,452
Share based payments 8 - - - 72,640 - 72,640
At 31 January 2024 378,420 - 1,025,452 72,640 (694,636) 781,876
Total comprehensive income
Loss for the period - - - - (175,877) (175,877)
Transactions with owners
Issue of Ordinary Shares 6 - - - - - -
Share premium issued - - - - - -
Share based payments 8 - - - 42,262 - 42,262
At 31 July 2024 378,420 - 1,025,452 114,902 (870,513) 648,261
Statement of Cash Flows
For the half-year ended 31 July 2024
As at As at As at
Notes 31 July 2024 31 July 2023 31 January 2024
(Unaudited) (Unaudited)
£ £ £
Cashflow from operating activities
Operating loss for the year (175,877) (273,255) (276,484)
Adjustments for:
Share based payments 42,262 29,913 72,640
Movements in working capital
(Increase)/decrease in other receivables (752) (27,830) (25,721)
Increase in trade and other payables (11,422) 9,015 (13,516)
Net cash used in operating activities (145,789) (262,157) (243,081)
Financing activities
Proceeds from issue of share capital - 1,200,000 992,872
Net cash generated from financing activities - 1,200,000 992,872
Increase/(decrease) in cash and cash (145,789) 937,843 (749,791)
Cash and cash equivalents at beginning year 781,872 32,081 32,081
Cash and cash equivalents at end of year 636,083 969,924 781,872
Principal accounting policies for the Financial Statements
For the half-year ended 31 July 2024
Reporting entity
Oneiro Energy plc (the "Company") is a company incorporated and registered in
England and Wales, with a company registration number of 13139365. The address
of the Company's registered office is Level 1 Devonshire House, One Mayfair
Place, London, United Kingdom, W1J 8AJ.
Basis of preparation
The interim financial statements for the half-year ended 31 July 2024 are
prepared in accordance with IFRS as adopted by the UK and IAS 34 'Interim
Financial Reporting'. The same accounting policies are followed in this set of
interim financial statements as compared with the most recent audited annual
financial statements for the year ended 31 January 2024.
The financial information relating to the half-year ended 31 July 2024 is
unaudited and does not constitute statutory financial statements as defined in
section 434 of the Companies Act 2006. The comparative figures for the year
ended 31 January 2024 have been extracted from the annual financial
statements, of which the auditors gave an unqualified audit opinion. The
annual financial statements for the year ended 31 January 2024 has been filed
with the Registrar of Companies.
The Company's financial risk management objectives and policies are consistent
with those disclosed in the year ended 31 January 2024 annual financial
statements.
The half-yearly report was approved by the board of directors on 27 September
2024
Changes in accounting standards, amendments and interpretations
The accounting policies adopted in the preparation of the financial
information for the half-year ended 31 July 2024 are consistent with those
followed in the preparation of the Company's annual financial statements for
the year ended 31 January 2024. An additional policy for share based payments
was adopted in relation to the share warrants that were granted to Directors
during the period.
(a) Share-based payments
The company allows for Directors to acquire shares of the company and all
options and warrants are equity- settled. The fair value of options granted is
recognised as an expense with a corresponding increase in equity. The fair
value is measured at grant date and spread over the period during which the
Directors or employees become unconditionally entitled to the options. The
fair value of the options granted is measured using the Black-Scholes model,
taking into account the terms and conditions upon which the options were
granted. The amount recognised as an expense is adjusted to reflect the actual
number of share options that vest.
At the date of authorisation of the financial statements, the following
amendments to Standards and Interpretations issued by the IASB that are
effective for an annual period that begins on or after 1 January 2024. These
have not had any material impact on the amounts reported for the current and
prior periods.
Basis of preparation
The consolidated interim financial information has been prepared in accordance
with IAS 34 'Interim Financial Reporting'. The accounting policies applied
by the Group in these condensed consolidated interim financial statements are
the same as those applied by the Group in its consolidated financial
statements as at and for the year ended 31 January 2024, which have been
prepared in accordance with
IFRS.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS as adopted by
the UK requires management to make judgments, estimates and assumptions that
affect the application of policies and reported amounts of assets and
liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. The resulting accounting estimates may differ from the
related actual results.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
In the process of applying the Company's accounting policies, the Directors'
do not believe that they have had to make any assumptions or judgements that
would have a material effect on the amounts recognised in the financial
statements.
Notes to the Financial Statements
For the half-year ended 31 July 2024
1. Operating loss
Six months ended Six months ended Year ended 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited) £
£ £
This is stated after charging/(crediting):
Rent receivable - (4,425) (4,425)
Auditors' remuneration 14,400 - 24,000
2. Staff costs and numbers
Six months ended Six months ended Year ended 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
(a) Staff numbers (including directors): Number Number Number
Directors 4 3 4
(b) Directors' remuneration: £ £ £
Remuneration for qualifying services 15,333 12,086 34,033
Consulting 5,000 - 6,000
Share based payments 42,262 - 72,640
Total directors' costs 62,595 12,086 112,673
3. Earnings per share
The basic and diluted earnings per share figures are set out below:
Six months ended Six months ended Year ended 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
£ £ £
Loss attributable to shareholders (175,877) (265,777) (276,484)
Weighted average number of shares Number Number Number
For basic and diluted earnings per share 44,520,000 27,816,796 36,237,041
Total 44,520,000 27,816,796 36,237,041
Pence per share Pence per share Pence per share
Loss per share:
Basic and diluted (pence) (0.40) (0.96) (0.76)
Notes to the Financial Statements
For the half-year ended 31 July 2024
4. Trade and other receivables
Six months ended Six months ended Year ended 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
£ £ £
Other receivables 25,050 33,431 16,073
Prepayments 10,189 3,367 18,415
Total receivables 35,240 36,798 34,488
5. Trade and other payables
Six months ended Six months ended Year ended 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
£ £ £
Trade payables 8,460 184 4,694
Accruals 14,400 57,000 28,255
Other taxation and social security - - 1,535
Other payables 202 32 -
Total trade and other payables 23,062 57,216 34,484
6. Share capital
Six months ended Six months ended 31 July 2023 (Unaudited) Year ended 31 January 2024
31 July 2024 (Unaudited)
No. No. No.
44,520,000 18,000,000 18,000,000
Issued in the year - 26,520,000 26,520,000
At the end of the year 44,520,000 44,520,000 44,520,000
Nominal value of Ordinary shares:
Six months ended Six months ended 31 July 2023 (Unaudited) Year ended 31 January 2024
31 July 2024 (Unaudited)
£ £ £
Brought forward 378,420 153,000 153,000
Issued in the year - 225,420 225,420
At the end of the year 378,420 378,420 378,420
7. Financial instruments
Financial assets
As at As at As at 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
£ £ £
Cash and cash equivalents 636,083 969,924 781,872
Other receivables 35,240 36,798 34,488
Total financial assets 671,323 1,006,722 816,360
Financial liabilities
As at As at As at 31 January 2024
31 July 2024 (Unaudited) 31 July 2023 (Unaudited)
£ £ £
Trade and other payables 23,062 57,216 48,201
Short-term financial liabilities 23,062 57,216 48,201
Total financial liabilities 23,062 57,216 48,201
Fair value of financial assets and liabilities
All financial assets and liabilities that are recognised in the financial
statements are short term in nature and shown at their carrying value which is
also approximate to their fair value.
8. Share based payments
At 31 July 2024, the Company had outstanding warrants to subscribe for
Ordinary shares as follows:
2024
Company Weighted
Number of average
warrants exercise
Number price
£
Outstanding at the beginning of the period 42,480,000 0.089
Granted during the year - -
Lapsed during the period - -
Outstanding at the end of the period 42,480,000 0.089
The weighted average contractual life of warrants at 31 July 2024 was 3.34
years.
Share-based remuneration expense, related to the share warrants granted to
Directors during the reporting period, is included in the Administrative
expenses line in the Statement of Comprehensive Income in the amount of
£42,262 (2024: £72,640).
9. Subsequent events
On 19 August 2024 the Company agreed the provision of a working capital loan
facility (the "Facility") to Switch Metals. The Facility has the following
key terms:
· Amount - Up to €464,843 ($500,000)
· Term - the earlier of the closing of the transaction or 6 calendar
months, with all drawdowns to have been made in the first 150 days (unless
extended by mutual agreement)
· Repayment - Conversion to intercompany loan upon completion of the
contemplated transaction or bullet repayment on maturity
· Interest rate - 5% per annum (increased to 10% per annum should
Switch withdraw from the intended sale of Switch CI), payable on maturity
· Security - Unsecured with a negative pledge
· Drawdowns - On milestones under agreed workplan
The Facility was designed to allow Switch Metals to progress exploration
activities during the remainder of 2024 under a workplan agreed it and the
Company. To date, around half of the Facility has been drawn down. The
Facility has been made available in anticipation of an acquisition of Switch
Metals by the Company, as announced on 21 June 2024.
10. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any
one person or ultimate controlling party.
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