REG - Switch Metals PLC - Results for the 11-months ended 31 December 2024
27/06/2025 07:00
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RNS Number : 6456O Switch Metals PLC 27 June 2025
27 June 2025
Switch Metals plc
("Switch Metals" or the "Company")
Results for the 11-month period ended 31 December 2024
Switch Metals plc (LSE: SWT), the tantalum-focused mining company with assets
located in Côte d'Ivoire, announces the Company's audited results for the 11
months ended 31 December 2024 ("FY 2024" or the "Period"). The FY 2024
results cover a period prior to the Company's successful completion of the
acquisition of Switch Metals Côte d'Ivoire Sarl ("Switch CDI") on 3 April
2025. The Company was known as Oneiro Energy plc during the Period.
Highlights
· During the Period, the Company remained non-trading ahead of a
potential acquisition which was expected to constitute a reverse takeover
transaction.
· In June 2024 heads of terms were agreed for the Company to acquire
Switch CDI. Included in the heads of terms was the provision, under an agreed
workplan, of a US$0.5m working capital loan facility by the Company to Switch
CDI to enable it to progress its development activities ahead of completion of
the acquisition.
Post Period Highlights
· On 3 April 2025 the Company successfully completed the acquisition
of Switch CDI, was admitted to trading on AIM and was renamed Switch Metals
plc, having raised c. £2 million at a post-money value of approximately £9m.
· Switch CDI is a mining exploration company focused on technology
and battery minerals in Côte d'Ivoire, one of the most attractive mining
jurisdictions in Africa. The Company is the largest holder by area (including
applications and options) covering tantalum, lithium and other critical metal
prospects in the country (and potentially in West Africa) today.
· The Company's strategy involves developing ethical and conflict
free industrial tantalum production from shallow coltan placer deposits at the
Issia Project in order to provide initial cashflow, thereby hedging
exploration risk and reducing future fundraising requirements to develop the
rest of its large exploration portfolio.
· At Issia, the plan is to define a resource and complete technical
and economic studies on the shallow surface coltan placer deposits in the
near-term, in parallel to demonstrating further upside potential in the deeper
hard rock targets.
· In May 2025, the Company announced the launch of its exploration
programme at the 100% owned Badinikro Permit of the Issia Project, which
covers an area of 112 km(2) of the 1,015 km(2) district-scale Issia Project.
Karl Akueson, Chief Executive Officer of Switch Metals commented:
"These results cover a period for the Company prior to the acquisition of
Switch CDI, admission to AIM and transformation of the Company to become
Switch Metals in April 2025. As Switch Metals, we are focused on technology
and battery minerals in Côte d'Ivoire. The Company's strategy involves
developing ethical and conflict free industrial tantalum production from
shallow coltan placer deposits at our Issia Project in order to provide
initial cashflow, thereby hedging exploration risk and reducing future
fundraising requirements to develop the rest of our large exploration
portfolio.
"In May, we announced the launch of our exploration programme at the 100%
owned Badinikro Permit of the Issia Project and it is our intention to provide
an operational update to shareholders at the AGM in July 2025 by which time
the exploration programme will be well underway. These are exciting times
for Switch Metals."
Availability of Annual Report and Notice of AGM
The Company's FY 2024 Annual Report, together with a notice of the Company's
2025 Annual General Meeting ("AGM"), will shortly be posted to shareholders
and available on the Company's website, www.switchmetals.com
(http://www.switchmetals.com) . The AGM will be held at 11.00 a.m. on 29
July 2025 at the offices of Marriott Harrison LLP, 80 Cheapside, London EC2V
6EE.
It should be noted that the first set of results relating to Switch Metals
post the acquisition of Switch CDI will be the Company's interim results for
the six-month period ending 30 June 2025.
For further information, please contact:
Switch Metals plc Via IFC Advisory
Karl Akueson, CEO
Andy Yeo, CFO
Allenby Capital Limited (Nominated Adviser & Joint Broker) +44 (0) 203 328 5656
Corporate Finance: Nick Harriss / James Reeve / Lauren Wright
Sales: Kelly Gardiner / Matt Butlin
OAK Securities (Lead Broker) +44 (0) 203 973 36783
Jerry Keen, Head of Corporate Broking
jerry.keen@oak-securies.com (mailto:jerry.keen@oak-securies.com)
Henry Clarke, Head of Sales
henry.clarke@oak-securies.com (mailto:henry.clarke@oak-securies.com)
IFC Advisory Limited (Financial PR and +44 (0) 203 934 6630
IR)
Tim Metcalfe / Florence Staton
switchmetals@investor-focus.co.uk
About Switch Metals
Switch Metals plc, admitted to AIM in April 2025, is a mining company focused
on technology and battery minerals in Côte d'Ivoire, one of the most
attractive mining jurisdictions in Africa. The Company is the largest land
holder covering tantalum, lithium and other critical metals prospects in the
country (and potentially in West Africa) today.
Its core assets include Issia (Ta + Nb), Bouaké (Ta + Nb + REE) and Tiassalé
(Li) projects. Issia is the current focus for the Company as it exhibits
potential for early cash flow through ethical tantalum production from shallow
coltan placer deposits with significant scale-up potential (from both placers
and hard rock pegmatites).
The Company is led by an experienced team with an in-country presence.
Chairman's statement
I am pleased to present the audited financial statements for Switch Metals plc
(previously known as Oneiro Energy plc) for the 11-month period ended 31
December 2024.
As noted in the Company's AIM Admission Document published on 6 March 2025,
the Company chose to amend its financial year from 31 January to 31 December
to align with that of its new operational subsidiary Switch Metals Côte
d'Ivoire Sarl (acquired 3 April 2025).
Highlights:
· Loss for the Period of £831k (Loss for the 12 months ended 31
January 2024: £276k)
· Loss per Share for the Period of 1.87p (12 months ended 31 January
2024 loss per Share: 0.76p)
· Cash and cash equivalents of £70k at 31 December 2024 (£782k as
at 31 January 2024)
During the Period, the Company remained non-trading ahead of a potential
acquisition which was expected to constitute a reverse takeover transaction
("RTO"). As a result, these figures are historical in nature, and we would
encourage readers to refer to the Admission Document on the Company's website
for more information. This can be found on the Company's website
(www.switchmetals.com/investors/aim-rule-26/
(http://www.switchmetals.com/investors/aim-rule-26/) ).
During 2024, we widened our search area to assets outside the hydrocarbon
sector to include upstream green energy sectors such as renewables and
transition metals. As well as looking at specific commodities, we also
considered the concept of Region or Country plays.
Fitting perfectly into our field of vision, Switch Metals Côte d'Ivoire Sarl
("Switch CDI") is a mining exploration company focused on technology and
battery minerals in Côte d'Ivoire, one of the most attractive mining
jurisdictions in Africa. The Company is the largest holder by area (including
applications and options) covering tantalum, lithium and other critical metal
prospects in the country (and potentially in West Africa) today. Its core
assets include the projects based in Issia (Ta + Nb), Bouaké (Ta + Nb + REE)
and Tiassalé (Li).
Despite a challenging market, we were delighted that on 3 April 2025 the
Company acquired Switch CDI, having raised c.£2 million at a post-money value
of approximately £9m. It is worth noting that, perhaps, unusually for an RTO,
the raise was supported by both existing Oneiro Energy and Switch CDI
shareholders.
2024 Highlights
June - Proposed Acquisition and Suspension of Share Listing
In June, we agreed heads of terms for Oneiro Energy plc to acquire Switch CDI,
which was a subsidiary of the Mauritius incorporated investment company Switch
Metals ("Switch Mauritius"), as well as the transfer of binding options held
by Switch Mauritius to acquire further licences (the "Assets") (together the
"Acquisition").
The portfolio itself is spread over some 4,000 sq km (including applications)
and is made up of six licences and eight adjacent applications, each offering
district scale discovery potential. Switch CDI has the option to control 100%
of all its projects except for its manganese earn-in joint venture.
Under the Heads of Terms, as the Company proposed to acquire the Assets by way
of the issue of new ordinary shares the Acquisition was considered to
constitute a reverse takeover under the FCA's UK Listing Rules, and the shares
were suspended.
August - Loan Agreement
Included in the heads of terms was the provision, under an agreed workplan,
for the provision of a US$0.5m working capital loan facility by Oneiro Energy
to Switch CDI to enable it to progress its development activities ahead of
completion of the Acquisition (the "Loan Facility"). As anticipated, this loan
was fully drawn down and has now been converted into an intra-group loan. This
arrangement has been of significant benefit to the combined group as it has
allowed Switch CDI to keep the in-country team in place and accelerated the
timeline to a first Minerals Resources Estimate ("MRE") at Issia, which is the
enlarged group's next objective.
September - Interim Results & Corporate Update
In September, we reported our unaudited interim results for the six months to
31 July 2024 and updated shareholders on progress.
Around half of the Loan Facility had been drawn down and a summary of the work
undertaken by Switch CDI utilising the funds was provided.
In particular, results and interpretations from the ongoing programme were
integrated in the Competent Person's Report ("CPR") which formed a critical
part of the Acquisition, associated RTO and concurrent fundraising efforts.
With the transaction continuing to make progress and all advisors in place,
Rod Murray and Rob Jones, founders of Oneiro, stepped away from the board to
focus on their other oil & gas business interests. We remain grateful to
them for the opportunity to move Oneiro forward as a mining company.
December - Loan Funding
In December, we announced that the Company had entered into agreements to
raise, in total, £275,000 through Loan Funds to support the Company's working
capital requirements as it worked towards the completion of its proposed
Acquisition of Switch CDI (the "CLN Loan Funds").
£50k of the CLN Loan Funds were drawn down immediately, with the balance of
funds arriving after the reporting date of 31 December 2024. As a result, only
£50k of the CLN Loan Funds were recognised in the balance sheet of these
accounts, and following completion of the Acquisition these have been
converted in full by way of the issue of new ordinary shares in the Company at
the issue price on Admission.
Post Period end highlights
April 2025 - Completion of Acquisition and Admission to AIM
In April 2025, Oneiro Energy plc was renamed Switch Metals plc (LSE:SWT) and
announced the completion of the Acquisition of Switch CDI with a focus on
developing battery and technology metals mines in Côte d'Ivoire which is the
principal place of operations.
Our current strategy involves developing ethical and conflict free industrial
tantalum production from shallow coltan placer deposits at the Issia Project
in order to provide initial cashflow, thereby hedging exploration risk and
reducing future fundraising requirements to develop the rest of its large
exploration portfolio.
At Issia, the plan is to define a resource and complete technical and economic
studies on the shallow surface coltan placer deposits in the near-term, in
parallel to demonstrating further upside potential in the deeper hard rock
targets.
The new board is comprised of five Directors - Didier Murcia (Independent
Non-Executive Chairman); Karl Akueson (Chief Executive Officer); Andy Yeo
(Chief Financial Officer); Mamadou Doumbia (Non-Executive); and John Treacy
(Independent Non-Executive). Both Karl and Mamadou are based in Côte
d'Ivoire.
May 2025 - Launch of the exploration programme at the Issia Tantalum Project
In May, the Company announced the launch of its exploration programme at the
100% owned Badinikro Permit of the Issia Project, which covers an area of 112
km(2) of the 1,015 km(2) district-scale Issia Project.
The start of pitting for Resource generation on the first MRE target zone is
an exciting step for the Company. This zone meets all our exploration criteria
with surface occurrences of coarse coltan minerals, a strong heavy minerals
footprint combined with robust tantalum and niobium geochemical fingerprint
down to saprolite level at the bottom of the pits, which is typical of eluvial
placer deposits.
The pitting exploration programme at 100m by 100m line spacing covering an
area of 2.5 km² on the first target zone is being undertaken in anticipation
of being in a position to announce a maiden MRE before the end of this year.
Importantly, this target overlies hard rock pegmatite discoveries previously
made by Switch Metals, which we believe to be the source of these shallow
sedimentary deposits.
In parallel to the pitting programme, regional target generation will continue
to identify additional near-surface targets for resource growth. In this
tropical environment, any mineralised overburden within these areas may
uncover more weathered pegmatites and expose deeper hard rock targets, which
we would test in future drill programmes.
As we refine these deeper targets, we expect to successfully define shallow
resources that can be extracted and processed through conventional screening
and gravity separation plants to generate early cash flow for a relatively low
capital expenditure.
It is our intention to provide an operational update to shareholders at the
AGM in July 2025 by which time the exploration programme will be well
underway.
Didier Murcia
Non-Executive Chairman
26 June 2025
Statement of Comprehensive Income
For the period ended 31 December 2024
Notes Period ended Year ended
31 December 2024
31 January 2024
£ £
Administrative expenses (830,507) (280,909)
Operating loss (830,507) (280,909)
Other income 1 - 4,425
Loss before tax (830,507) (276,484)
Taxation charge 3 - -
Loss for the year (830,507) (276,484)
Other comprehensive income - -
Total comprehensive loss for the period (830,507) (276,484)
Basic and diluted loss per share (pence) 4 (1.87) (0.76)
Statement of Financial Position
At 31 December 2024
Notes As at As at
31 December 2024
31 January 2024
£ £
Current assets
Trade and other receivables 5 58,236 34,488
Cash and cash equivalents 69,868 781,872
Loan receivable 7 387,534 -
Total assets 515,638 816,360
Liabilities
Current liabilities
Trade and other payables 6 (436,328) (34,484)
Short term borrowings 6 (50,151) -
Total liabilities (486,479) (34,484)
Net assets 29,159 781,876
Equity
Share capital 8 378,420 378,420
Share premium 1,025,452 1,025,452
Share based payment reserve 150,430 72,640
Retained losses (1,525,143) (694,636)
Total equity 29,159 781,876
The financial statements of Switch Metals plc (company registration number
13139365) were approved by the Board of Directors and authorised for issue on
26 June 2024 and were signed on its behalf by:
Andrew
Yeo
John Treacy
Director
Director
Statement of Changes in Equity
For the period ended 31 December 2024
Notes Share Shares Share Share based payment reserve Retained Total
capital
to be issued
premium
losses
equity
£ £ £ £ £ £
At 31 January 2023 153,000 - 258,000 - (418,152) (7,152)
Total comprehensive income
Loss for the period - - - - (276,484)
(276,484)
Transactions with owners
Issue of Ordinary Shares 8 225,420 - 767,452 - - 992,872
Share based payments - - 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 year - - - - (830,507) (830,507)
Transactions with owners
Issue of Ordinary Shares 8 - - - - - -
Share based payments - - - 77,790 - 77,790
At 31 December 2024 378,420 - 1,025,452 150,430 (1,525,143) 29,159
Statement of Cash Flows
For the period ended 31 December 2024
Notes Period ended Year ended
31 December 2024
31 January 2024
£ £
Cashflow from operating activities
Operating loss for the period
(830,507) (276,484)
Adjustments for:
Share based payments
77,790 72,640
Finance expenses 151 -
Movements in working capital
Decrease/(increase) in other receivables
(23,760) (25,721)
(Decrease)/increase in trade and other payables 401,856 (13,516)
Net cash used in operating activities (374,470) (243,081)
Investing activities
Loans made to target company 7 (387,534) -
Net cash generated from investing activities (387,534) -
Financing activities
Proceeds from issue of share capital 8 - 992,872
Loan proceeds 5 50,000
Net cash generated from financing activities 50,000 992,872
(712,004)
(Decrease)/increase in cash and cash equivalents 749,791
Cash and cash equivalents at beginning of period 781,872 32,081
Cash and cash equivalents at end of period 69,868 781,872
Principal accounting policies for the Financial Statements
For the period ended 31 December 2024
Reporting entity
Switch Metals plc (the "Company"), formerly Oneiro Energy plc, 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 W1J 8AJ.
Basis of preparation
The financial statements for the period ended 31 December 2024 are prepared in
accordance with IFRS as adopted by the UK.
The financial statements are presented in Pound Sterling (£), which is both
the functional and presentational currency of the Company. All amounts are
rounded to the nearest pound, except where otherwise indicated.
The financial statements have been prepared under the historical cost
convention as modified for certain financial instruments, which are stated at
fair value. Non-current assets are stated at the lower of carrying amount and
fair value less costs to sell.
Going concern basis
In assessing the going concern position of the Company, the Directors have
considered its cash flow, liquidity and business activities. In making this
assessment, the Directors have taken into account the impact of current
inflationary pressures and the war impacting Ukraine.
The Company has recorded net assets of £29,159 its Statement of Financial
Position as at 31 December 2024 (31 January 2024: £781,876); the Company is
not yet cash generative and the primary activity of the Company is to identify
and acquire companies within its set investment criteria. On 3 April 2025, the
Company completed the acquisition of Switch Metals Cote D'Ivoire SARL, which
constituted a reverse takeover (RTO) under the FCA UK Listing Rules and was
readmitted to trading on the AIM market of the London Stock Exchange. On
readmission the Company also undertook a placing to raise £2m in gross
proceeds.
Following the completion of the RTO and attendant placing, the Directors are
satisfied that the Company has the ability to trade solvently for a period of
at least 12 months from the date of signing of these financial statements.
These financial statements have therefore been prepared on the going concern
basis.
Changes in accounting standards, amendments and interpretations
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.
Standard or Interpretation
• Amendments to IAS 1: Presentation of Financial Statements: Classification
of Liabilities as Current or Non-current
(effective 1 January 2024)
• Amendments to IAS 1: Classification of Liabilities as Current or
Non-current - Deferral of Effective Date (effective
1 January 2024)
• Amendments to IAS 1 Presentation of Financial Statements: Non-current
Liabilities with Covenants (effective 1
January 2024)
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures: Supplier Finance
Arrangements (effective 1 January 2024)
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rate: Lack
of Exchangeability (effective 1
January 2025)
The effect of these new and amended Standards and Interpretations, which are
in issue but not yet mandatorily effective, is not expected to be material.
Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in the historical financial statements, unless otherwise
indicated.
(a) Other income
Other income represents the fair value of incidental amounts received and
receivable for services and goods provided (excluding value added tax).
(b) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised
as an expense in the period in which the associated services are rendered by
the Directors.
Pensions and other post-employment benefits
The Company pays monthly contributions to defined contribution pension plans.
The legal or constructive obligation of the Company is limited to the amount
that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they
relate.
(c) Taxation
Current tax
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered or paid to the taxation authorities. A
provision is made for corporation tax for the reporting period using the tax
rates that have been substantially enacted for the company at the reporting
date.
Deferred tax
Deferred income tax is provided in full on a non-discounted basis, using the
liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the statement of financial position date
and are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held
at call with banks and other short-term highly liquid investments with
original maturities of three months or less.
(e) Financial instruments
Financial assets and financial liabilities are measured initially at fair
value plus transactions costs. Financial assets and financial liabilities are
measured subsequently as described below.
Financial assets
Financial assets are recognised in the company's Statement of Financial
Position when the company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They can arise from the provision of goods and
services to customers (e.g. trade receivables). They are initially recognised
at fair value plus transaction costs directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have
been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
Financial liabilities
The company recognises financial debt when the company becomes a party to the
contractual provisions of the instruments.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's
obligations are discharged, cancelled, or they expire.
(f) Provisions for liabilities
A provision is recognised in the balance sheet when the Company has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected
to be required to settle
the obligation is recognised at present value using a pre-tax discount rate.
The unwinding of the discount is recognised as a finance cost in the income
statement in the period it arises.
(g) Share warrants
Share Warrants
The Company operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of warrants granted to Directors and others, in respect of
services provided, is recognised as an expense in the Income Statement with a
corresponding increase in equity reserves - the share-based payment reserve -
until the award has been settled and then make a transfer to share capital. On
exercise or lapse of share warrants, the proportion of the share-based payment
reserve, relevant to those warrants is retained in the share-based payment
reserve. On exercise, equity is also increased by the amount of the proceeds
received.
The fair value is measured at grant date and charged over the vesting period
during which the warrant becomes unconditional.
The fair value of warrants is calculated using the Black-Scholes model, taking
into account the terms and conditions upon which the warrants were granted.
The exercise price is fixed at the date of grant.
Non-market conditions are performance conditions that are not related to the
market price of the entity's equity instruments. They are not considered, when
estimating the fair value of a share-based payment. Where the vesting period
is linked to a non-market performance condition, the Company recognises the
goods and services it has acquired during the vesting period, based on the
best available estimate of the number of equity instruments expected to vest.
The estimate is reconsidered at each reporting date, based on factors such as
a shortened vesting period, and the cumulative expense is "trued up" for both
the change in the number expected to vest and any change in the expected
vesting period.
Market conditions are performance conditions that relate to the market price
of the entity's equity instruments. These conditions are included in the
estimate of the fair value of a share-based payment. They are not taken into
account for the purpose of estimating the number of equity instruments that
will vest. Where the vesting period is linked to a market performance
condition, the Company estimates the expected vesting period. If the actual
vesting period is shorter than estimated, the charge is be accelerated in the
period that the entity delivers the cash or equity instruments to the
counterparty. When the vesting period is longer, the expense is recognised
over the originally estimated vesting period.
The Company has chosen to adopt IAS 32 treatment when accounting for investor
warrants as these options do not fall under the definition of a share-based
payment as not awarded to employees or for the provision of services. As such
any consideration paid or received is added or deducted directly from equity.
Any changes in the fair value of an equity instrument are not recognised in
the financial statements.
For other equity instruments, granted during the year (i.e. other than share
warrants), fair value is measured on the basis of an observable market price.
(h) Equity and equity instruments
Equity comprises share capital (the nominal value of equity shares), shares to
be issued, share premium and retained earnings. Ordinary Shares are
classified as equity. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction, net of tax, from
proceeds.
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 period ended 31 December 2024
1. Operating loss
Period ended Year ended
31 December 2024
31 January 2024
£ £
This is stated after charging/(crediting):
Rent receivable - (4,425)
Auditors' remuneration 26,400 24,000
2. Staff costs and numbers
Period ended Year ended
31 December 2024
31 January 2024
(a) Staff numbers (including directors): Number Number
Directors 3 4
(b) Directors' remuneration: £ £
Remuneration for qualifying services 47,556 34,033
Consulting 5,000 6,000
Share based payments 50,774 72,640
Total directors' costs 103,330 112,673
Further details on Directors' remuneration is given in the Directors' report.
Share based payments for directors are disclosed to the point of resignation
from the Board on 6 September 2024.
In the current period £5,000 (31 January 2024: £6,000) was incurred from
Praetorian Advisors 2 Limited, a related party by a common director, in
relation to consultancy services provided. All amounts were fully paid at
period end.
3. Taxation
The actual tax charge/(credit) for the period can be reconciled to the
expected charge for the period based on the profit or loss and the standard
rate of tax as follows:
Period ended Year ended
31 December 2024
31 January 2024
£ £
(Loss)/ profit before tax (830,507) (276,484)
Expected tax credit based on the standard rate of corporation tax in the UK of (157,796) (52,532)
19% (31 January 2024: 19%)
Effects of:
Expenses not deductible for tax purposes 26,400 2,504
Movements in respect of tax losses carried forward 131,396 50,028
Total tax charge/(credit) for the period - -
The Company has estimated carried forward tax losses of £1,197,035 at 31
December 2024 (31 January 2024: £505,477 No deferred tax asset has been
recognised in respect of these losses due to uncertainty around the generation
of future profits against which the losses could be offset.
4. Earnings per share
The basic and diluted earnings per share figures are set out below:
Period ended Year ended
31 December 2024
31 January 2024
£ £
Loss attributable to shareholders (830,507) (276,484)
Weighted average number of shares Number Number
For basic and diluted earnings per share 44,520,000 36,237,041
Pence per share Pence per share
Loss per share:
Basic and diluted (pence) (1.87) (0.76)
5. Trade and other receivables
Period ended Year ended
31 December 2024
31 January 2024
£ £
Other receivables 41,826 16,073
Prepayments 16,410 18,415
Total receivables 58,236 34,488
6. Trade and other payables
Period ended Year ended
31 December 2024
31 January 2024
£ £
Trade payables 151,254 4,694
Accruals 284,003 28,255
Other taxation and social security 1,071 1,535
Short term borrowings* 50,151 -
Total trade and other payables 486,479 34,484
* Short term borrowings take the form of loans issued 20 December 2024. Andrew
Yeo has an amount due of £50,151 repayable 12 months after the date of
agreement carrying interest of 10%. This is a related party transaction
through directorship of the Company. This loan has been settled in full post
the year end.
7. Loans
On 19 August 2024 the Company entered into a facility agreement with Switch
Metals Cote D'Ivoire SARL relating to the reverse takeover completed
post-period end. The Company agreed to provide the borrower with a loan
facility of up to $0.5m with interest payable of 10% per annum in the event of
failure to engage in the proposed transaction. As at the reporting date, the
amount drawn down by the target company is £387,534.
8. Share capital
Authorised, issued and fully paid £0.0085 Ordinary shares:
As at As at
31 December 2024
31 January 2024
No. No.
Brought forward 44,520,000 18,000,000
Issued in the period - 26,520,000
At the end of the period 44,520,000 44,520,000
Nominal value of Ordinary shares:
As at As at
31 December 2024
31 January 2024
£ £
Brought forward 378,420 153,000
Issued in the period - 225,420
At the end of the period 378,420 378,420
During the prior year the Company issued 24,000,000 ordinary shares of
£0.0085 each for cash proceeds of £0.05 each. The Company also issued
2,520,000 ordinary shares of £0.0085 each to settle fees in connection with
the original IPO in May 2023.
9. Reserves
Share capital represents the number of shares that have been subscribed for at
the nominal value.
Share premium represents amounts paid for share capital in excess of the
nominal value, net of expenses.
Retained losses represents the cumulative profits or losses of the Company
that are attributable to the owners of the Company.
10. Financial instruments
Financial assets
As at As at
31 December 2024
31 January 2024
£ £
Cash and cash equivalents 69,868 781,872
Other receivables 41,826 16,073
Total financial assets 111,694 797,945
Financial liabilities
As at As at
31 December 2024
31 January 2024
£ £
Trade and other payables 152,325 6,229
Loans payable 50,151 -
Short-term financial liabilities 202,476 6,229
Total financial liabilities 202,476 6,229
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.
11. Financial risk management
The Company's financial instruments comprise cash and liquid resources, and
various items, such as receivables and trade payables that arise directly from
its operations.
As at 31 December 2024, the Company has had limited trading activity and
therefore its exposure to various risks, such as credit risk, interest rate
risk, investment risk and capital risk was considered to be limited to none.
The financial risks that have been considered in more detail are liquidity
risk, capital risk and foreign currency risk.
Liquidity risk
The Company has built an appropriate mechanism to manage liquidity risk of the
short, medium and long-term funding and liquidity management requirements.
Liquidity risk is managed by the Board of Directors, through the maintenance
of adequate cash reserves by monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
Capital risk
The Company's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns to shareholders,
benefits to other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
Foreign currency Risk
The Group's transactions are carried out in a variety of currencies, including
European Euro, XOF West African CFA Frank and United Kingdom Pounds Sterling.
To mitigate the Group's exposure to foreign currency risk, non-Sterling cash
flows are monitored. Fluctuation of +/- 10% in currencies, other than UK
Sterling, would not have a significant impact on the Group's net assets or
annual results.
The Group does not enter forward exchange contracts to mitigate the exposure
to foreign currency risk as amounts paid and received in specific currencies
are expected to largely offset one another.
Credit risk
The Company is not exposed to significant credit risk as it did not make any
credit sales during the period.
Interest rate risk
The Company is not exposed to interest rate risk as it has limited interest
bearing liabilities at the period end.
Investment risk
The Company was not exposed to investment risk as no investments were made
during the period.
12. Reconciliation of Liabilities arising from Financing activities and
Major Non-Cash Transactions
1 February 2024 Cash flows Loans received Non-cash flow Loans due Cash flows Principal repaid Cash flows Interest accrued 31 December 2024
£ £ £ £ £ £
Other loans - 50,000 - - 151 50,151
Total - 50,000 - - 151 50,151
13. Contingent liabilities
The Company did not have any contingent liabilities or off-balance sheet
commitments as at 31 December 2024 (31 January 2024: £nil).
14. Related party transactions
· The key management personnel are the Directors and their
remuneration is disclosed within the Directors' report and note 2.
· Related party payables between the Company are disclosed in Notes
6.
15. Share warrants
At 31 December 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 period - -
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 December 2024 was 1.19
years.
Share-based remuneration expense, related to the share warrants granted to
Directors, is included in the Administrative expenses line in the Statement of
Comprehensive Income in the amount of £77,790 (2024: £72,640).
See page 8 within the Directors' report for further detail.
16. Events After the Reporting Date
On 6 March 2025 the Company announced the proposed acquisition of Switch
Metals Cote d'Ivoire Sarl, a mining exploration company with assets in Cote
d'Ivoire and has now conditionally raised £2m through a placing subscription
at 7.5p per share through the issue of 26,666,667 new Ordinary Shares. This
acquisition was completed on 3 April 2025. The Company's shares no longer
trade on the LSE Main Market and its shares have already begun trading on AIM
following readmission.
In addition, the Issia Exploration Programme is underway at the Issia Tantalum
Project.
For further details see the Admission Document on the Company's website:
www.switchmetals.com/
17. 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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