REG - Technology Minerals - Full Year Results
10/12/2024 07:00
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RNS Number : 4200P Technology Minerals PLC 10 December 2024
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
10 December 2024
Technology Minerals Plc
("Technology Minerals", the "Company" or the "Group")
Full Year Results
Publication of Annual Report and Accounts
Technology Minerals Plc (LSE: TM1), the first listed UK company focused on
creating a sustainable circular economy for battery metals, announces full
year results for the 12-month period ended 30 June 2024.
Exploration portfolio
· Global Battery Metals Ltd ("GBML") exercised its Second Option at the
Leinster Lithium Property ("Leinster"), increasing its interest to 55%.
· GBML structural remote sensing study of the Leinster Lithium District
identified 25 new exploration targets.
· Completed the first phase of drilling at Knockeen, which confirmed a
swarm of pegmatite dikes within host granites to reveal a structurally
controlled LCT pegmatite system.
· Initial trench sampling at Knockeen returned assay results grading as
high as 2.55% Li2O.
· Signed agreement to sell its interest in Leinster exploration
licences in for a gross consideration of US$10 million.
Recyclus Group Ltd ("Recyclus"), a 48.35% Technology Minerals owned associate
company
· Completed commissioning phase and began commercial operations at the
UK's first industrial scale lithium ion ("Li-ion") battery recycling facility.
· Received first orders of LiBoxes, from automotive retail group
Waylands, to supply Liboxes for storing waste Li-ion batteries across its
Volvo retail network sites in Bristol, Reading and Oxford.
· Partnered with Servicesure Autocentres to recycle Li-ion batteries
from its network of 600+ independent autocentres in the UK.
· Signed agreement to recycle Li-ion batteries from Beryl's fleet of
e-bikes and e-scooters.
· Received Li-ion batteries for recycling from AA Battery Recycling
Limited.
Corporate
· Raised £1.2 million from a long-term shareholder through the issue
of Convertible Loan Notes in July and September 2023.
· Secured a £5.5 million convertible bond facility (before expenses)
with Atlas Capital Markets ("ACM") in March 2024, under which £2.5 million
has been drawn.
Post Period
· Between 1 July 2024 and 15 October 2024, the Company issued
195,366,656 new Ordinary shares in settlement of convertible loan notes of
£320k.
· On 3 July 2024, Recyclus signed agreement with LOHUM Cleantech,
India's leading producer of sustainable energy transition materials, for black
mass offtake.
· On 4 July 2024, Recyclus set up the UK's first full-service Discharge
and Dismantle Unit for Li-ion batteries, covering collection to black mass
separation on an industrial scale.
· On 30 August 2024, entered into a heads of agreement by which
Bluebird Metals LLC acquires a further 70% interest in the Company's cobalt
interest in Idaho, USA.
· On 24 September 2024, it was agreed not to proceed with the merger of
Technology Minerals and Recyclus and to revisit the process when circumstances
permit.
· On 25 September 2024, announced completion of 10-week project to
recycle 4,000 Li-ion battery modules from a leading engineering services and
technology company.
· Independent Non-Executive Director Phillip Beard and Executive
Director Wilson Robb stepped down in September 2024.
· On 19 November 2024, announced that Recyclus had secured an agreement
with Halfords Group plc to recycle waste Li-ion e-mobility batteries for an
initial period of 12 months.
· On 24 November 2024, executed an agreement to sell its interest in
Leinster exploration licences in for a gross consideration of US$10 million.
Alex Stanbury, Chief Executive Officer of Technology Minerals, said:
"Technology Minerals is pleased to report steady progress this year, with our
strategy of advancing early-stage critical metal mining projects delivering
positive results. The completed sale of the Leinster project highlights our
ability to enhance value through partnerships while minimising development
costs.
"Additionally, Recyclus has seen increased commercial activity as production
scales up at its Wolverhampton facility. The company is in advanced
discussions with industry partners to expand operations both domestically and
internationally, ensuring a reliable supply of critical minerals to support
global electrification. With ongoing progress in our exploration projects and
the growth potential of Recyclus, Technology Minerals is well positioned for
the next phase of development."
Enquiries
Technology Minerals Plc
Robin Brundle, Executive Chairman c/o +44 (0)20 4582 3500
Alex Stanbury, Chief Executive Officer
Oberon Investments Limited (Broker)
Nick Lovering, Adam Pollock +44 (0)20 3179 0500
Gracechurch Group (Financial PR)
Harry Chathli, Alexis Gore, Rebecca Scott +44 (0)20 4582 3500
Technology Minerals Plc
Technology Minerals is developing the UK's first listed, sustainable circular
economy for battery metals, using cutting-edge technology to recycle, recover,
and re-use battery technologies for a renewable energy future. Technology
Minerals is focused on raw material exploration required for Li-ion batteries,
whilst solving the ecological issue of spent Li-ion batteries, by recycling
them for re-use by battery manufacturers. Further information on Technology
Minerals is available at www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk) .
OPERATIONAL REVIEW
Technology Minerals continued to advance its strategy of creating a fully
circular economy for critical battery metals by driving the exploration of raw
materials needed for Li-ion battery production, while solving the ecological
issues presented by spent battery units.
The Company achieved several key milestones in its mission to incubate
early-stage critical mineral exploration projects, positioning them to attract
larger partners for further development. Steady progress was made across its
diverse portfolio of exploration assets, most notably with the Leinster
Lithium project in Ireland.
streamlined its operations and optimised resource allocation to sharpen the
Company's focus on its exploration portfolio, while still maintaining an
interest in Recyclus, a pioneering battery recycling business. It is this
twin-track approach that can help to optimise supply of critical minerals from
all lifecycle stages.
Advancing critical battery mineral projects up the value chain
Technology Minerals manages a globally diverse portfolio of exploration
projects focused on the critical metals essential for the transition to
electrification and net zero. These projects target key metals like cobalt,
copper, lithium, nickel and manganese, with assets located in Ireland, Spain,
the USA and Cameroon.
The Company's project generation and incubation strategy focuses on
identifying early-stage projects with significant growth potential, advancing
them in a capital light manner. Through prudent investment, the Company aims
to attract larger joint venture partners to further develop these assets. This
approach allows Technology Minerals to unlock substantial value from its
portfolio while minimising the financial and dilutionary costs typically
associated with public companies developing exploration assets.
Technology Minerals' battery metals portfolio by location and resource:
Project Location Resource
Asturmet Spain Nickel, Copper, Cobalt
Blackbird Creek / Emperium USA Primary Cobalt
Leinster Republic of Ireland Lithium (spodumene pegmatite)
Technology Minerals Cameroon Cameroon Nickel Laterite, Cobalt
Leinster, Ireland
The North-West Leinster lithium property comprised of 16 prospecting licenses
(under an exclusive earn-in and option agreement with GBML) and seven wholly
owned licences. In April 2024, Technology Minerals signed a binding Heads of
Agreement to sell its entire Leinster exploration interests to European
Lithium Limited for a gross consideration of US$10 million, reinforcing our
strategy of advancing early-stage projects and attracting potential buyers. In
November 2024, the Company announced the completion of the sale. As a result
of the sale, the Company reached a Settlement Agreement with its joint venture
partner GBML, which remains subject to TSX-V approval and approval from GBML
shareholders at an annual and special meeting.
The sale followed the significant progress made during the period to advance
exploration activities at Leinster. Following initial trench sampling at the
Knockeen lithium pegmatite project in December 2023, assays revealed lithium
grades as high as 2.55% Li2O from depths of 1-2 meters.
In October 2023, a comprehensive structural synthesis of the entire Leinster
pegmatite belt, identified 25 follow-up targets, including four additional
targets on PLA 1597 and 21 new targets on the northern licence block,
leveraging geological, structural, geophysical and geochemical studies.
GBML had previously exercised its First Option in October 2022, acquiring
17.5% equity in the project by spending up to €85,000. By July 2023, it had
increased its equity interest to 55% by spending €500,000, highlighting the
confidence in the project and their collaboration with Technology Minerals.
The Company believes the sale of Leinster is an excellent outcome for all
stakeholders, bringing in additional value. It validates the Company's
strategy to identify and advance early-stage projects up the value curve to
attract buyers and/or partners to bring significant additional value to the
Company.
Asturmet, Spain
Post the sale of Leinster licences, Technology Minerals' will retain 100% of
LHR's interests in the Asturmet Project in Asturias, Spain, which covers up to
eight exploration permits for cobalt-nickel-copper mineralisation (with 2 out
of 8 licences granted so far). At the historic Aramo mine, lithogeochemical
sampling on the St Patrick licence has yielded promising high-grade cobalt and
copper results, alongside nickel mineralisation. The St Patrick licence,
granted in 2019, runs to June 2025.
Cameroon
Technology Minerals holds five exploration permits, at least three of which
are considered prospective for nickel-cobalt-rich laterite, on 2,456 km(2)
property in the East Region of southeastern Cameroon. The permits lie in the
same geological belt as the world-class Nkamouna nickel-cobalt laterite
deposit, where a Measured and Indicated resource of 120.6 Mt @ 0.65% Ni, 0.23%
Co and 1.35% Mn has been identified, and are as such considered prospective
for this style of mineralisation.
A desktop evaluation report submitted by Dr Sandy Archibald of Aurum
Exploration Ltd in July 2023, identified areas for a proposed field-based
sampling programme based on new geological and geophysical data. Aside from
nickel-cobalt laterite, his study identified fourteen new exploration targets
with three of the targets considered a priority. Two of the priority targets
hold potential for lithium-tantalum-niobium (±uranium) and Rare Earth
Elements (REEs) ± uranium, and the third target is prospective for
sediment-hosted uranium. The majority of the other eleven targets are
prospective for intrusion-hosted copper, gold, or uranium.
Oacama, South Dakota, USA
Following an assessment of the economic benefit of the Oacoma licences, in
which the Company held a 15% working interest, the strategic decision was
taken that the asset would not form a core part of the Company's exploration
portfolio and therefore the licences were allowed to lapse. This forms part of
the Company's focused strategy to continue to assess its portfolio of
exploration assets and concentrate resources on the more promising projects.
Blackbird Creek & Emperium, Idaho, USA
The Blackbird Creek and Emperium (the "Idaho projects") consist of substantial
cobalt, copper and gold prospective land positions in Idaho. In 2022, the
Company sold a 10% interest in both its Blackbird Creek Project and Emperium
Project in Lemhi Country, Idaho to Canadian precious metals firm BlueBird
Metals LLC ("Bluebird Metals") for a cash consideration of £900,000.
Following the year-end, the Company entered into a heads of terms agreement
with BlueBird Metals under which it was agreed, subject to conditions
precedents, that BlueBird Metals would pay for the U$184,000 to meet the cost
of renewing the licences and would keep the licences in good standing, as
consideration for which, it was agreed Bluebird Metals would receive an
additional 70% interest in the Idaho projects. The Company will retain 20%
interest in the asset. This transaction allows the Company to continue to
focus its cash resources in accordance with its strategic priorities.
Creating capacity for battery recycling
As part of Technology Minerals' strategy to complement its battery minerals
portfolio, the Company remains supportive of Recyclus. This dual approach -
exploring new deposits of critical raw materials such as lithium, copper,
cobalt and nickel, while simultaneously recycling of Li-ion batteries, aims to
accelerate the development of a circular economy.
Wolverhampton Li-ion battery recycling plant
Technology Minerals' 48.35% owned associated company, Recyclus, successfully
concluded the commissioning phase at its Wolverhampton plant in September
2023, making it the first plant in the UK with the capacity to recycle Li-ion
batteries on an industrial scale. The fully operational facility is now
processing a steady stream of Li-ion battery waste from various commercial
sources and has achieved a notable recycling rate of up to 45% net black mass
yield.
The plant has also reached the 100 tonnes feedstock threshold allowed under
its EA permit and is permitted to process 22,000 tonnes of Li-ion batteries
annually. Following the commissioning, Recyclus focused on increasing
production volumes, securing a number of agreements with a range of partners.
Recyclus has secured various key agreements for the recycling of Li-ion
batteries, including partnerships with Servicesure Autocentres, which has a
network of more than 600 independent autocentres in the UK; Beryl, a UK-based
shared sustainable transport operator; and AA Recycling Limited, which handles
a wide range of battery chemistries from household to industrial.
Further emphasising its global reach, Recyclus has secured an offtake
agreement with LOHUM, India's leading producer of sustainable energy
transition materials, emphasising the ability to provide a cradle-to-cradle
solution for Li-ion batteries globally. The commencement of the sale of black
mass under the agreement with LOHUM has taken longer than expected due to
delays in progressing regulatory clearances between the UK and Indian
governments. Recyclus is in advanced discussions for offtake agreements in the
USA, Canada, Germany and South Korea with global organisations. Once in place
these agreements will provide an additional international market for the
company's black mass.
Recyclus' commitment to innovation was demonstrated when it won the Automotive
Award at the Engineer's Collaborate to Innovate for the Universal Battery
Recycling System.
Post period, in September 2024, Recyclus completed a 10-week recycling
programme, for a leading engineering services and technology company, for
4,000 spent Li-ion battery modules from electric vehicles , which were stored
and transported using LiBox containers.
In November 2024, Recyclus announced it has secured an agreement with Halfords
Group plc, the UK's leading provider of motoring and cycling services and
products, to recycle waste Li-ion e-mobility batteries for an initial period
of 12 months.
LiBox Storage and Transportation
Recyclus has received orders for its proprietary LiBox, designed for the safe
transportation and storage of hazardous battery materials. This innovation
forms a key part of Recyclus' comprehensive battery recycling services. The
LiBox order and delivery was made to automotive retailer Waylands, which is
using the boxes to store waste Li-ion batteries across its Volvo outlets in
Bristol, Reading and Oxford.
Post period, the company announced it signed a supply agreement and delivered
its first order from the Ministry of Defence ("MOD") for its market-leading
solution for the safe storage and transportation of lithium-ion ("Li-ion")
batteries, LiBox.
Tipton (lead acid recycling)
Recyclus' Tipton lead acid battery recycling plant began commissioning in
October 2023 after receiving EA clearance for automated operations. The
facility can process up to 12 tonnes of batteries per hour, with a fully
automated system that emits no particles or gases, recycling materials for
various industries and minimising environmental impact.
As stated previously, the commissioning was paused to prioritise the Li-ion
processing plant in Wolverhampton. The Board has initiated a strategic review
to consider the future of the Tipton facility and assess the best route
forward, which could include potential joint venture partnerships or the sale
of the asset. The Company will update the market as and when appropriate.
Cost Efficiencies and Board changes
Post period, the Company has taken various measures to enhance efficiencies
throughout the business, amounting in a cost reduction programme. As such, the
Company reviewed its operations and have begun implementing measures across
the business to drive productivity efficiencies at all levels. This included a
reduction in the total workforce, head office costs and an ongoing review of
all service providers. Additionally, earlier this year, the Board conducted a
review of Directors' remuneration and decided to implement a temporary salary
freeze for all Directors until cash flows permit.
In September 2024, Phillip Beard agreed to step down as an Independent
Non-Executive Director and as Chairman of the Remuneration Committee; Wilson
Robb, Chief Technical Officer, resigned from the board. The Board would like
to extend its thanks to both Phil and Wilson for their contributions over the
last few years and wish them both the best in their future endeavours. The
Board now consists of six directors and, as such, the Company believes this is
an optimal composition for the business going forward.
Whilst the Board has reduced in number from eight to six, members will
continue to operate with full independence. In order to prevent any conflict
of interest, Directors will continue to recuse themselves from discussions
where appropriate, allowing the remaining Board members to make decisions in
their absence.
Merger of Technology Minerals and Recyclus on hold
The proposed merger between Technology Minerals and Recyclus has been put on
hold due to the reverse takeover re-admission requirements of the London Stock
Exchange. Both companies have agreed to revisit the merger when circumstances
permit, and market conditions are more favourable.
Recyclus is not consolidated as a group company because, despite Robin Brundle
and Alex Stanbury being on the Boards of both companies, the Technology
Minerals Board has additional directors who do not have an interest in
Recyclus beyond Technology Minerals' 48.35% interest in its share capital. As
Robin Brundle and Alex Stanbury (being the directors of Recyclus Group) do not
vote on matters relating to Recyclus, the management of the two groups is
separate.
Financial Review
The Group had a year of good progress, evidenced by proving the success of its
incubator model for developing its exploration assets and selling them where
this is in shareholders' interests. In April 2024, a binding head of agreement
to sell its Irish lithium assets was entered into, leading to the completion
of the sale in November 2024, for gross consideration, before costs and
settlement of obligations, of US$10 million in shares in a NASDAQ quoted
company. The Company will be able to trade its consideration shares from 28
February 2025.
During the year, the Company lent a further £1.9 million to Recyclus Group
Limited, an associate company in which it has a 48.35% interest, during which
period Recyclus achieved commercial production at its Li-ion plant at
Wolverhampton, and final permitting for its lead-acid plant at Halo, although
the latter has been put on hold to enable resources to be focused on the
Li-ion at Wolverhampton. Li-ion production has been gradually increasing over
the period and the main recovered product, black mass, has been accumulating
ready for the first shipments in Q4 2024. The total loan to Recyclus was £8.8
million at year end including accrued interest and management charges. The
treatment of Recyclus as an associate company is set out in Note 5 to the
Financial Statements.
In the period, the Company raised £4.4 million from the issue of convertible
bonds and loan notes, including £2.5 million under a £5.5 million facility
from Atlas Capital of which, at the date of this report, £0.7 million has
been converted into Ordinary shares in the Company.
The Group's loss for the year was £6.6 million (2023: £4.3 million
(restated)), of which administrative charges were £2.4 million (2023: £3.9
million (restated)). Cash at year end was £0.015 million (2023: £0.3
million). Certain convertible loan notes are scheduled for repayment in the
coming year and the Company is considering its financing options to enable it
to meet agreed repayment schedules. The Company is confident of cashflows from
Recyclus in the coming year from loan repayments and has undertaken cost
reviews to reduce its cash requirements. At the date of this report, Recyclus
is undertaking funding from third party investors which will reduce the
requirement for further loans from the Company.
The Group proposes to continue its exploration and development work in the
coming year on its minerals exploration licences to maximise their value
potential, although proposed work will correspond with available cash
resources. The Group has entered into farm-in arrangements with third parties
in respect of certain licences whereby the assets are developed at no cost to
the Group and other similar arrangements will be considered if beneficial.
The Group looks forward to a strong coming year as it receives benefit from
the sale of its Irish lithium assets and as Recyclus increases li-ion battery
recycling.
Events since the year end
Post period, entered into a heads of agreement, subject to conditions
precedent, by which Bluebird Metals LLC acquires a further 70% interest in the
Company's cobalt interest in Idaho, USA.
On 24 November 2024, the Group signed an agreement to sell its Irish Lithium
assets in return for stock in a NASDAQ listed company, such shares being
available for sale from 28 February 2025. The gross amount of the sale before
costs and the settlement of obligations is US$10 million.
Dividend
The Board has not proposed a final dividend for the year.
Risks
The Company has an established process for the identification and management
of risk, working within the governance framework. Ultimately, the management
of risk is the responsibility of the Board of Directors and the Audit
Committee, working through the business leadership team. For further detail
please refer to the general risks laid out in the Annual Report, published
today.
Outlook
The Company is pleased to see its strategy of advancing early-stage critical
metal exploration projects deliver positive outcomes, as demonstrated by the
successful sale of the Leinster project. By working with exploration partners
to develop Technology Mineral's diverse asset portfolio, the Company can
significantly enhance value while minimising the more substantial costs
typically associated with project development. The Company remain confident
that this approach will continue to bring added value to Technology Minerals
and its shareholders.
The agreement with European Lithium highlights the Company's ability to
identify and develop early-stage projects with substantial potential. It
also reinforces Technology Mineral's strategy of advancing projects up the
value curve and attracting buyers or partners to generate additional value to
the Company and its shareholders.
In addition to the Company's exploration assets, Recyclus has seen a marked
increase in commercial activity as it scales up production at its
Wolverhampton facility. The company is in advanced discussions with several
potential industry partners, both domestically and internationally, to further
expand its operations. With Technology Minerals' 48.35% holding, the Company
has embedded value in Recyclus with potential to bring significant additional
value as the company ramps up its operations and gains increased commercial
traction.
Securing a reliable supply of critical minerals, both through primary mineral
extraction and secondary recycling, will be essential for supporting the
global push towards electrification. Looking ahead, with the continued
progress in the Company's minerals exploration projects and the exciting
growth potential of Recyclus, Technology Minerals is well positioned for the
next phase of its development.
Publication of Annual Report and Accounts
The Company's Annual Report and Accounts is being posted to shareholders and
will be made available on the Company's investor relations website at:
www.technologyminerals.co.uk (http://www.technologyminerals.co.uk) .
Update on Temporary Suspension of Trading
The Company's listing had been temporarily suspended pending publication of
the Annual Report and Accounts. Once the Annual Report and Accounts have been
tagged and converted to XHTML format with Inline XBRL mark up, as specified in
the UK Transparency Directive Regulation and DTR 4.1, they will be uploaded to
the National Storage Mechanism, following which, the Company will apply for
the restoration of the listing of its shares.
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2024
2024 Restated
2023
Notes £000 £000
Administrative expenses 7 (2,408) (3,855)
Impairment loss 15 (1,351) -
Operating loss (3,759) (3,855)
Other income 10 17 47
Net foreign exchange (losses) (14) (38)
Finance income 11 550 663
Other finance costs 11 (2,549) (394)
Share of loss in associate 18 (887) (736)
Loss before taxation from continuing operations (6,642) (4,317)
Income tax 12 - -
Loss for the period from continuing operations (6,642) (4,313)
Profit/(loss) on discontinued operations, net of tax 13 (4)
Loss for the period (6,629) (4,317)
Attributable to:
Equity holders of the Company (6,628) (4,306)
Non-controlling interests (1) (12)
(6,629) (4,317)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences arising on translation of foreign operations 6 (2)
Total comprehensive loss for the period (6,623) (4,319)
Attributable to:
Equity holders of the Company (6,622) (4,307)
Non-controlling interests (1) (12)
Total comprehensive loss for the period (6,623) (4,319)
Basic and diluted Earnings per share in pence attributable to owners of the
Company from:
Total operations 13 (0.30)p (0.32)p
Discontinued operations 13 - -
The accompanying notes form an integral part of this consolidated financial
statements.
Consolidated Statement of Financial Position
As at 30 June 2024
Restated* Restated*
2024 2023 1 July 2022
Notes £000 £000 £000
Non-current assets
Property, plant and equipment 14 5 4 5
Intangible assets 15 15,135 15,789 15,409
Financial assets 16 30 1,221 1,221
Investment in associates 18 - - -
Loans to associates 19 7,051 5,185 3,627
Total non-current assets 22,221 22,199 20,262
Current assets
Assets held for sale 20 905 - -
Trade and other receivables 21 432 81 67
Cash and cash equivalents 22 15 318 371
Current assets 1,352 399 438
Total assets 23,573 22,598 20,700
Current liabilities
Liabilities directly associated with the assets held for sale 20 27 - -
Trade and other payables 23 1,497 438 602
Borrowings 24 3,109 - 21
Total current liabilities 4,633 438 623
Non-current liabilities
Borrowings 24 496 1,557 -
Derivative financial liability 24 3,092 230 -
Total non-current liabilities 3,588 1,787 -
Total liabilities 8,221 2,225 623
Net assets 15,352 20,373 20,077
Equity
Share Capital 25 1,609 1,513 1,271
Share Premium 25 22,285 21,860 19,770
Warrants reserve 26 761 1,499 1,420
Convertible loan reserve 297 - -
Share-based payments reserve 2,320 2,218 -
Foreign exchange reserve 34 28 30
Accumulated deficit (11,967) (6,759) (2,440)
Equity attributable to owners of the parent 15,339 20,359 20,051
Non-controlling interests 27 13 14 26
Total equity 15,352 20,373 20,077
*See note 31
The accompanying notes form an integral part of this consolidated financial
statements.
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Share capital Share Premium Warrants Convertible loan reserve Share-based payments reserve Foreign exchange reserve Accumulated deficit Non-controlling interests Total
reserve Equity Equity
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 July 2022 1,271 19,770 1,420 - - 30 (1,529) 20,962 26 20,988
Prior year adjustment (see note 31) - - - - - - (911) (911) - (911)
Balance at 1 July 2022 (as restated) 1,271 19,770 1,420 - - 30 (2,440) 20,051 26 20,077
Loss for the period - - - - - - (3,908) (3,908) (12) (3,920)
Exchange gain on translation of foreign operations - - - - - (2) (14) (16) - (16)
Total comprehensive loss for the period - - - - - (2) (3,922) (3,924) (12) (3,936)
Issue of share capital 242 2,148 - - - - - 2,390 - 2,390
Share issue costs - (58) - - - - - (58) - (58)
Warrants issued - - 79 - - - - 79 - 79
Share-based payment charge - - - - 2,218 - - 2,218 - 2,218
Balance at 30 June 2023 1,513 21,860 1,499 - 2,218 28 (6,362) 20,756 14 20,770
Prior year adjustment (see note 31) - - - - - - (397) (397) - (397)
Balance at 30 June 2023 (as restated) 1,513 21,860 1,499 - 2,218 28 (6,759) 20,359 14 20,373
Loss for the period - - - - - - (6,628) (6,628) (1) (6,629)
Exchange loss on translation of foreign operations - - - - - 6 - 6 - 6
Total comprehensive loss for the year - - - - - 6 (6,628) (6,622) (1) (6,623)
Issue of share capital 96 457 - - - - - 553 - 553
Warrants issued - - 682 - - - - 682 - 682
Warrants exercised and lapsed - - (1,420) - - - 1,420 - - -
Share-based payment charge - - - - 102 - - 102 - 102
Issue of convertible loans - (32) - 297 265 265
Balance at 30 June 2024 1,609 22,285 761 297 2,320 34 (11,967) 15,339 13 15,352
The accompanying notes form an integral part of this consolidated financial
statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
2024 Restated
2023
Notes £000 £000
Cash flows from operating activities
Loss before tax from continuing operations (6,642) (4,313)
Profit/(loss) from discontinued operations 13 (4)
Loss before tax (6,629) (4,317)
Adjustments for:
Depreciation 14 1 1
Finance income 11 (550) (535)
Loss/(gain) on derivative financial liability 11 1,132 (128)
Finance charges 11 1,417 394
Share option charge 102 2,218
Share of loss in associate 18 887 736
Impairment loss 16 1,351 -
Foreign exchange movements 14 9
Net cashflow before changes in working capital (2,275) (1,622)
Movement in receivables (393) (60)
Movement in payables 882 (166)
Net cash (used in) operating activities (1,786) (1,848)
Cash flows from investing activities
Purchase of property, plant and equipment 14 (2) -
Exploration expenditure 15 (406) (420)
Loan to associate 19 (2,186) (1,712)
Net cash used in investing activities (2,594) (2,132)
Cash flows from financing activities
Issue of share capital - 1,310
Cost of issue of shares - (58)
Proceeds from exercise of warrants 133 -
Proceeds of borrowing 24 4,335 2,760
Finance expense (71) (85)
Cost of procuring convertible loan notes (320) -
Net cash generated from financing activities 4,077 3,927
Net change in cash and cash equivalents during the period (303) (53)
Cash at the beginning of period 318 371
Cash and cash equivalents at the end of the period 15 318
See note 30 for significant non-cash transactions and reconciliation of net
debt
The accompanying notes form an integral part of this consolidated financial
statements.
Company Statement of Financial Position
As at 30 June 2024
Notes 2024 Restated* Restated*
2023 1 July 2022
£000 £000 £000
Non-current assets
Property, plant and equipment 14 3 2 2
Investment in subsidiaries 17 14,300 14,905 14,905
Trade and other receivables 21 3,087 1,365 1,504
Financial investments 16 30 1,219 -
Investment in associates 18 - - -
Loans to associates 19 7,051 5,185 3,627
Total non-current assets 24,471 22,676 20,038
Current assets
Asset held for sale 20 605 - -
Trade and other receivables 21 423 81 71
Cash and cash equivalents 22 1 - 199
Current assets 1,029 81 270
Total assets 25,500 22,757 20,308
Current liabilities
Trade and other payables 23 1,490 402 447
Borrowings 24 3,109 - -
Total current liabilities 4,599 402 447
Non-current liabilities
Trade and other payables 23 1,102 - -
Borrowings 24 496 1,557 -
Derivative financial liability 24 3,092 230 -
Total non-current liabilities 4,690 1,787 -
Total liabilities 9,289 2,189 447
Net assets 16,211 20,568 19,861
Equity
Share Capital 25 1,609 1,513 1,271
Share Premium 25 22,285 21,860 19,770
Warrants reserve 26 761 1,499 1,420
Convertible loan reserve 297 - -
Share-based payments reserve 2,320 2,218 -
Accumulated deficit (11,061) (6,522) (2,600)
Total equity 16,211 20,568 19,861
*See note 31
The Company profit and loss account has been approved by the Directors, and
the use of the exemption under s408 of the Companies Act 2006 has been applied
to not publish an individual Statement of Comprehensive Income. Losses for the
Company for the year ended 30 June 2024 were £5,959k (2023 as restated:
£3,922k).
These financial statements were approved and authorised for issue by the Board
of Directors on 9 December 2024 and were signed on its behalf by: Robin
Brundle, Technology Minerals plc (registered England & Wales No.
13446965).
The accompanying notes form an integral part of this consolidated financial
statements.
Company Statement of Changes in Equity
For the period ended 30 June 2024
Convertible loan Share-based payments reserve
Share Share Warrants reserve £000 Accumulated Total
capital Premium reserve £000 deficit equity
£000 £000 £000 £000 £000
Balance at 1 July 2022 1,271 19,770 1,420 - - (1,689) 20,772
Prior year adjustment - - - - - (911) (911)
Balance at 1 July 2022 (as restated) 1,271 19,770 1,420 - - (2,600) 19,861
Loss for the period - - - - (3,525) (3,525)
Total comprehensive loss for the period -
- - - - (3,525) (3,525)
Issue of share capital 242 2,148 - - - - 2,390
Share issue costs - (58) - - - - (58)
Warrants issued - - 79 - - - 79
Share-based payment charge - - - - 2,218 - 2,218
Balance at 30 June 2023 1,513 21,860 1,499 - 2,218 (6,125) 20,965
Prior year adjustment - - - - - (397) (397)
Balance at 30 June 2023 (as restated) 1,513 21,860 1,499 - 2,218 (6,522) 20,568
Loss for the year - - - - - (5,959) (5,959)
Total comprehensive loss for the period - - - - - (5,959) (5,959)
Issue of share capital 96 457 - - - 553
Warrants issued - - 682 - - 682
Warrants exercised and lapsed - - (1,420) - 1,420 -
Share-based payment charge - - - 102 - 102
Issue of convertible loans - (32) - 297 - - 265
Balance at 30 June 2024 1,609 22,285 761 297 2,320 (11,061) 16,211
The accompanying notes form an integral part of this consolidated financial
statements.
Company Statement of Cash Flows
For the period ended 30 June 2024
2024 Restated
2023
Notes £000 £000
Cash flows from operating activities
Loss before taxation (5,959) (3,922)
Adjustments for:
Depreciation 14 1 -
Finance income 11 (594) (575)
Loss/(gain) on derivative financial liability 11 1,132 (128)
Finance charges 11 1,417 394
Share option charge 102 2,218
Share of loss in associate 18 887 736
Impairment loss 16 1,189
Gain on sale of investment in subsidiary - 5
Foreign exchange movements 1 -
Net cashflow before changes in working capital (1,824) (1,272)
Movement in receivables (778) (817)
Movement in payables 884 (26)
Net cash (used in) operating activities (1,718) (2,115)
Cash flows from investing activities
Purchase of property plant and equipment (2) -
Loans to associates 19 (2,186) (1,712)
Loans to subsidiaries 21 (170) (299)
Net cash used in investing activities (2,358) (2,011)
Cash flows from financing activities
Issue of share capital 25 - 1,310
Cost of issue of shares 25 - (58)
Proceeds from exercise of warrants 26 133 -
Proceeds of borrowing 24 4,335 2,760
Finance expense (71) (85)
Cost of borrowing (320) -
Net cash generated from financing activities 4,077 3,927
Net change in cash and cash equivalents during the period 1 (199)
Cash at the beginning of period 0 199
Cash and cash equivalents at the end of the period 22 1 -
See note 30 for significant non-cash transactions and reconciliation of net
debt
The accompanying notes form an integral part of this consolidated financial
statements.
Notes to financial statements
1. General information
Technology Minerals Plc (the 'Company') is a public limited company
incorporated and domiciled in England under the Companies Act 2006 with
registration number 13446965.
The Company is listed on the main market of the London Stock Exchange. The
Company's registered office is 18 Savile Row, London, England, W1S 3PW.
The nature of the Group's operations and its principal activities are set out
in the Directors' Report.
2. Basis of preparation
The principal accounting policies, methods of computation and presentation
used in the preparation of the consolidated financial information are shown
below. The policies have been consistently applied to all the years presented,
unless otherwise stated.
Technology Minerals Plc's consolidated financial statements are presented in
Pounds Sterling (£), which is also the functional currency of the parent
company. All amounts are rounded to nearest thousand.
There have been no changes to the reported figures as a result of any new
reporting standards or interpretations.
The Group's financial statements have been prepared in accordance with UK
adopted international accounting standards (IFRSs) in conformity with the
requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on the historical
cost basis, except for the measurement to fair value of assets and financial
instruments as described in the accounting policies below, and on a going
concern basis.
Going Concern
In March 2024, the Company entered into a Convertible Bond Facility with Atlas
Capital in the total amount of £5.5 million, of which £2.5 million was drawn
down at the year end and of this, £0.7 million has been converted into
ordinary shares in the Company. Previously, the Company had drawn £0.6
million under a convertible bond facility with CLG Capital; at the date of
this report, the settlement of this amount, by conversion into ordinary shares
or in cash, was under negotiation following delays in CLG providing funds due
under the agreement.
At the date of this report, £2.9 million of convertible loan notes are due
for repayment over the next 12 months and the Company is considering its
financing options to enable it to meet agreed repayment schedules. The Company
is confident of cashflows from Recyclus in the coming year from loan
repayments and has undertaken a cost review to reduce its cash requirements.
At the date of this report, Recyclus is seeking funding from third party
investors which will reduce the requirement for further loans from the
Company.
On 24 November 2024, the Group signed an agreement to sell its Irish Lithium
assets in return for stock in NASDAQ-listed Critical Metals Corp., such shares
being available for sale from 28 February 2025. The gross amount of the sale
before costs and the settlement of obligations is US$10 million and the
Company expects to receive c.£3.1 million net of capital gains tax in Ireland
and after such costs, being introducer commission, settlement of joint venture
partner interests and other related obligations subject to share price
fluctuations.
The Directors have a reasonable expectation that the Group's and the Company's
cash resources will be adequate to enable them to meet their planned
expenditure for at least 12 months from the date of approval of these
consolidated financial statements. In determining this expectation, the
Directors have considered their ability to raise additional funds should they
be required, as well as the likelihood and timing of Recyclus Group loan
repayments being received.
Although the Directors have been successful in raising finance in the past, no
assurance can be given that funding will be available when it is required in
future, or that it will be available on acceptable terms. Recyclus Group Ltd
does not yet have a strong track record of repaying its loans to the Company.
In view of the foregoing, the Directors consider that a material uncertainty
exists as to the Group's and the Company's ability to continue as a going
concern.
Having carefully considered the foregoing, the Directors nonetheless maintain
their reasonable expectation that the Group and the Company will be able to
meet its planned expenditure for at least 12 months from the date of approval
of these consolidated financial statements and the consolidated financial
statement have therefore been prepared on a going concern basis.
In reaching this conclusion, the Board has considered the magnitude of
potential impacts resulting from uncertain future events or changes in
conditions, the likelihood of their occurrence and the likely effectiveness of
mitigating actions that the Directors would consider undertaking.
The Board continues to monitor the impact of global conflict, including the
Ukraine war, on the ability of the Group and the Company to pursue the
strategy and will make appropriate changes should they be required. There is
not considered to be any material impacts on the financial position or results
of the Company or the Group as a result of the global conflict at the
reporting date.
The auditors have made reference to going concern by way of a material
uncertainty within their audit report.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company its subsidiaries as if they formed a single entity. Subsidiaries
are entities over which the Group has control. Control exists when the
Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its
involvement with the investee; and
• has the ability to use its power to affect its returns.
On acquisition, in the statement of financial position, the acquiree's
identifiable assets, liabilities and contingent liabilities are initially
recognised at their fair values if acquiring a business or assigned a carrying
amount based on relative fair value if acquiring an asset. The results of
acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained. They are
deconsolidated from the date on which control ceases. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year
are included in the Group financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within
the Company financial statements. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used in
line with those used by other members of the Group.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
Acquisitions and disposals of non-controlling interests in subsidiaries that
do not result in a loss of control are accounted as transactions within
equity. The difference between the fair value of the consideration paid or
received and the amount by which the non-controlling interests are adjusted is
recognised in equity and attributed to equity holders of the parent company.
3. New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time
for the financial year beginning 1 July 2023. Their adoption has not had any
material impact on the disclosures or on the amounts reported in this
financial information:
Standards/interpretations Application Effective from
IAS 12 amendments Deferred Tax related to Assets and Liabilities arising from a Single 1 January 2023
Transaction
IAS 1 amendments Materiality of Accounting Policy Disclosure 1 January 2023
IAS 1 Presentation of Financial Statements 1 January 2023
IFRS 17 Insurance Contracts 1 January 2023
IAS 8 amendments Definition of accounting estimates 1 January 2023
IAS 1 amendments Presentation of Financial Statements 1 January 2024
IAS 1 amendments Non-current liabilities with covenants 1 January 2024
IFRS 16 (Amendments) Lease liability in a sale and leaseback 1 January 2024
Investment in subsidiaries
Investments in subsidiaries are initially measured as cost and reviewed for
impairment at each reporting period. An investor controls an investee when the
investor is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee. The financial statements of subsidiaries are included
in the consolidated financial statements from the date that control is
obtained up to the date that control ceases.
Intra-group balances and any unrealised gains, losses, income or expenses
arising from intra-group transactions are eliminated in preparing the
consolidated financial statements.
Investment in associates
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Associates are initially recognised in the consolidated
statement of financial position at cost. Subsequently associates are accounted
for using the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive income
(except for losses in excess of the Group's investment in the associate unless
there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its
associates are recognised only to the extent of unrelated investors' interests
in the associate. The investor's share in the associate's profits and losses
resulting from these transactions is eliminated against the carrying value of
the associate.
Financial instruments
Financial assets
The Company classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value through profit or
loss;
• those to be measured at amortised cost; and
• those to be measured at fair value through other comprehensive
income (FVTOCI).
The classification depends on the business model for managing the financial
assets and the contracted terms of the cash flows. Financial assets are
classified as at amortised cost only if both of the following criteria are
met:
• the asset is held within a business model whose objective is to
collect contracted cash flows; and
• the contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets, including trade and other receivables and cash and bank
balances, are initially recognised at transaction price, unless the
arrangement constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at a market
rate of interest.
Such assets are subsequently carried at amortised cost using the effective
interest method.
At the end of each reporting period, financial assets measured at amortised
cost are assessed for objective evidence of impairment. If an asset is
impaired, the impairment loss is the difference between the carrying amount
and the present value of the estimated cash flows discounted at the asset's
original effective interest rate. The impairment loss is recognised in the
consolidated income statement.
If there is a decrease in the impairment loss arising from an event occurring
after the impairment was recognised the impairment is reversed. The reversal
is such that the current carrying amount does not exceed what the carrying
amount would have been had the impairment not previously been recognised. The
impairment reversal is recognised in the consolidated income statement.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party or
(c) despite having retained some significant risks and rewards of ownership,
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
On initial recognition, the Group may make an irrevocable election (on an
instrument-by-instrument basis) to designate investments in equity instruments
as at FVTOCI. Investments in equity instruments at FVTOCI are initially
measured at fair value. Subsequently, they are measured at fair value with net
changes in fair value recognised in other comprehensive income. Gains and
losses on these financial assets are never recycled to profit or loss.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value of financial assets is determined based
on the fair value hierarchy which prioritises the inputs to valuation
techniques used to measure fair value into three broad levels:
· Level 1: Quoted prices (unadjusted) in active markets for identical
assets or liabilities.
· Level 2: Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e., as prices)
or indirectly (i.e., derived from prices).
· Level 3: Unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined based on the lowest level input
that is significant to the entire measurement.
Financial Liabilities
Basic financial liabilities, being trade and other payables, are initially
recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present
value of the future receipts discounted at a market rate of interest.
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities. Trade payables
are recognised initially at transaction price and subsequently measured at
amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished,
that is when the contractual obligation is discharged, cancelled or expires.
The Company does not hold or issue derivative financial instruments.
Assets held for sale
The Group classifies non-current assets (or disposal groups) as held for sale
when their carrying amounts are expected to be recovered primarily through a
sale transaction rather than through continuing use. Such assets or disposal
groups are measured at the lower of their carrying amount and fair value less
costs to sell and are not depreciated or amortised once classified as held for
sale. The classification and measurement of assets held for sale are carried
out in accordance with IFRS 5 - Non-current Assets Held for Sale and
Discontinued Operations. The Group has determined that its wholly owned
subsidiary LRH Resources Ltd (LRH) is classified as held for sale. See note
20.
Criteria for Classification as Held for Sale
A non-current asset (or disposal group) is classified as held for sale if it
meets the following conditions:
1. The asset (or disposal group) is available for immediate sale in its
present condition, subject only to terms that are usual and customary for such
sales.
2. The sale is highly probable. For the sale to be highly probable, the
following conditions must be met:
· Management is committed to a plan to sell the asset (or disposal
group).
· An active program to locate a buyer and complete the plan has been
initiated.
· The asset (or disposal group) is being actively marketed for sale at
a price that is reasonable in relation to its current fair value.
· The sale is expected to be completed within one year from the date of
classification.
· Actions required to complete the sale indicate that it is unlikely
that significant changes to the plan will be made or that the plan will be
withdrawn.
Measurement of Assets Held for Sale
Upon classification as held for sale, non-current assets (or disposal groups)
are measured at the lower of:
· Their carrying amount before classification as held for sale, or
· Fair value less costs to sell.
If the carrying amount of the asset (or disposal group) exceeds its fair value
less costs to sell, an impairment loss is recognised in the income statement.
Gains are only recognised to the extent that they reverse previously
recognised losses on the same asset.
Disposal of the Asset (or Disposal Group)
When a sale is completed, the Group derecognises the asset (or disposal group)
and recognises any resulting gain or loss on disposal in the income statement.
The gain or loss is calculated as the difference between the carrying amount
of the asset (or disposal group) and the sale proceeds, less costs to sell.
Reclassifications and Changes in Plans
If the criteria for classification as held for sale are no longer met, the
Group ceases to classify the asset (or disposal group) as held for sale. The
asset (or disposal group) is remeasured at the lower of:
· Its carrying amount before classification as held for sale,
adjusted for any depreciation or amortisation that would have been recognised
had the asset not been classified as held for sale, and
· Its recoverable amount at the date of the subsequent decision not
to sell.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the date of the consolidated statement of
financial position are translated at the foreign exchange rate ruling at that
date. Foreign exchange differences arising on translation are recognised in
profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date
of the transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated at foreign exchange
rates ruling at the dates the fair value was determined.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to Pound Sterling
at exchange rates ruling at the date of the consolidated statement of
financial position. The revenues and expenses of operations are translated to
Pound Sterling at rates approximating to the exchange rates ruling at the
dates of the transactions. Foreign exchange differences arising on
retranslation are recognised in other comprehensive income. They are
reclassified to profit or loss upon disposal.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to
the date of disposal are reclassified to the profit or loss as part of the
profit or loss on disposal.
Current and deferred income tax
Current income tax is calculated on the basis of the tax laws enacted or
substantively enacted at the statement of financial position date in the
country where the Company operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial information. Deferred income tax
is determined using tax rates (and laws) that have been enacted or
substantively 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.
Earnings per share
The Group presents basic and diluted earnings per share ("EPS") data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment.
Office equipment is depreciated straight line over three years.
Intangible assets
Intangible assets not acquired as part of an asset acquisition are initially
carried at cost. The consideration paid is allocated to assets and liabilities
acquired based on their relative fair values, with transaction costs
capitalised. No gain or loss is recognised.
Intangible assets acquired as part of a business combination, and separately
recognised from goodwill, are capitalised and measured at their fair value at
the date of acquisition.
Consideration paid in the form of equity instruments is measured by reference
to the fair value of the asset acquired. The fair value of the assets acquired
would be measured at the point control is obtained.
Exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well
as the cost of mineral licences. Mineral evaluation and exploration costs
which are capitalised as intangible assets include costs of licence
acquisition, technical services and studies, exploration drilling and testing
and appropriate technical and administrative. Exploration costs are
capitalised as intangible assets pending the determination of the feasibility
and the commercial viability of the project.
When the decision is taken to develop a mine, the related intangible assets
are transferred to mines under development within property, plant and
equipment and the exploration and evaluation costs are amortised over the
estimated life of the project upon commercial production. Prior to
reclassification to property, plant and equipment exploration and evaluation
assets are assessed for impairment and any impairment loss is recognised
immediately in the statement of comprehensive income.
Where a project is abandoned or is determined not economically viable, the
related costs are written off.
The recoverability of deferred exploration and evaluation costs is dependent
upon a number of factors common to the natural resource sector. These include
the extent to which the Company can establish mineral reserves on its
properties, the ability of the Company to obtain necessary financing to
complete the development of such reserves and the future profitable production
or proceeds from the disposition thereof.
Impairment of non-financial assets
The carrying amounts of the Group's assets are reviewed at the date of each
consolidated statement of financial position to determine whether there is any
indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated. Impairment is measured by comparing the
carrying values of the asset with its recoverable amount. The recoverable
amount of the asset is the higher of the asset's fair value less costs to sell
and its value-in-use, which is measured by reference to discounted future cash
flow.
An impairment loss is recognised in the income statement immediately.
When there is a change in the estimates used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated
as a reversal of the previous impairment loss and is recognised to the extent
of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The
reversal is recognised in the income statement immediately, unless the asset
is carried at its revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
Trade and other receivables
Trade and other receivables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
The carrying amount of these assets approximates their fair value.
Trade and other payables
Trade and other payables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest bearing debt facilities are initially recognised at fair value, net
of directly attributable transaction costs. Transaction costs are recognised
in the income statement on a straight-line basis over the term of the
facility.
Borrowings with embedded derivative
Borrowings with embedded derivative liability held at fair value through
profit and loss ('FVTPL')
Convertible debt with an embedded derivative liability pertains to borrowing
where the holder has the right to convert the debt into a variable number of
shares of the Company or a variable cash amount, such that the conversion
feature does not meet the definition of equity under IAS 32 'Financial
Instruments: Presentation'.
Initial recognition
The convertible debt is initially recognised by separating it into the host
contract and the embedded derivative. The embedded derivative is measured at
its fair value at initial recognition. The value of the host contract is
determined as the difference between the proceeds received (net of transaction
costs directly attributable to the issuance of the instrument) and the fair
value of the embedded derivative.
Subsequent measurement
· Liability Component (Host Contract): After initial recognition, the
liability component of the convertible debt (excluding the embedded
derivative) is measured at amortised cost using the effective interest method.
Interest expense, as calculated using the effective interest rate, is
recognised in profit or loss.
· Embedded Derivative Liability: The embedded derivative is measured at
fair value using a Monte Carlo based option pricing model for the convertible
loans issued to ACM and CLG, with changes in fair value recognised
immediately in profit or loss. The derivative is revalued at each reporting
date.
Conversion
· If the conversion option is exercised, the carrying amount of the
liability component and the fair value of the embedded derivative at the date
of conversion are transferred to equity, assuming the shares are issued. Any
difference between the combined carrying amount and the number of shares
issued multiplied by the share price at the conversion date is recognised in
profit and loss.
· If the bondholders choose not to convert and the debt matures, the
embedded derivative is derecognised and settled together with the host
contract.
Equity-classified borrowings with embedded derivative
Borrowings with embedded derivatives classified as equity refer to debt
instruments that include a derivative component allowing for conversion into a
fixed number of the Company's own equity instruments in exchange for a fixed
principal amount, such a conversion feature meets the definition of an equity
instrument, rather than a financial liability.
Initial Recognition and Measurement
At initial recognition, the borrowing is separated into two components: (i)
the liability component, which reflects the present value of future cash flows
of the debt, and (ii) the equity component, representing the embedded
derivative that allows conversion into equity. The equity component is
recorded in a separate reserve within equity.
Subsequent Measurement
The liability component is subsequently measured at amortised cost using the
effective interest method. The equity component is not remeasured after
initial recognition, in accordance with IAS 32.
Conversion
Upon conversion of the borrowing into the Company's equity instruments, the
carrying amount of the liability component and the equity component are
transferred to share capital and share premium, as applicable.
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 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 and rank in full for all dividends or
other distributions declared, made or paid on the ordinary share capital of
the Company.
Share capital account represents the nominal value of the ordinary 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.
Warrant reserve represents equity-settled share-based payments made to third
parties until such warrants are exercised. Only equity-settled share-based
payments that will be settled by the Company exchanging a fixed amount of cash
(or another financial asset) for a fixed number of its own equity instruments
will be included in the Warrant reserve.
The convertible loan reserve represents the equity component of convertible
loan instruments issued by the Company. This reserve arises from instruments
that can be converted into a fixed number of the Company's own equity
instruments in exchange for a fixed principal amount, reflecting an
equity-settled component in accordance with IAS 32 Financial Instruments:
Presentation. The reserve is recorded at initial recognition of the
convertible instrument and remains in equity until the conversion option is
exercised or the instrument is redeemed. Upon conversion, the related balance
in the reserve is transferred to share capital and share premium as
applicable; if the instrument is redeemed, the reserve balance is transferred
to retained earnings.
Share-based payment reserve represents equity-settled share-based payments
made to directors and employees until such share-based payments are exercised.
Foreign exchange reserve represents:
· differences arising on the opening net assets retranslation at a
closing rate that differs from opening rate; and
· differences arising from retranslating the income statement at
exchange rates at the dates of transactions at average rates and assets and
liabilities at the closing rate.
Retained earnings include all current and prior period results as disclosed in
the Statement of Comprehensive Income.
Warrants
The Company estimates the fair value of share warrants using the Black-Scholes
pricing model considering the terms and conditions upon which the warrants
were issued. Warrants relating to equity finance are recorded as a reduction
of capital stock based on the fair value of the warrants.
Share-based payments
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instrument at the grant
date. Fair value is measured by use of the Black-Scholes model. Where the
value of the goods or services received in exchange for the share-based
payment cannot be reliably estimated the fair value is measured by use of a
Black-Scholes model.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are
measured at the fair value of the goods and services received, except where
the fair value cannot be estimated reliably, in which case they are measured
at the fair value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an
expense in the profit or loss with a corresponding credit to "Share-based
payments reserve".
Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital, and where appropriate share
premium. No adjustment is made to any expense recognised in prior periods if
share options ultimately exercised are different to that estimated on vesting
or if the share options vest but are not exercised.
When share options lapse or are forfeited the respective amount recognised in
the Share-based payment reserve is reversed and credited to accumulated profit
and loss reserve.
4. Financial risk
The following represent the key financial risks that the Company faces:
Financial risk factors
The Company's operations exposed it to a variety of financial risks that had
included the effects of credit risk, liquidity risk and interest rate risk.
The Company had in place a risk management programme that attempted to limit
the adverse effects on the financial performance of the Company by monitoring
levels of debt finance and the related finance costs. The Company did not use
derivative financial instruments to manage interest rate costs and as such, no
hedge accounting was applied.
Given the size of the Company, the Directors did not delegate the
responsibility of monitoring financial risk management to a sub-committee of
the Board. The policies set by the Board of Directors were implemented by the
Company's finance department:
(a) Credit risk
The Company's credit risk was primarily attributable to its trade receivables
balance. The amounts presented in the statement of financial position are net
of allowances for impairment.
(b) Liquidity risk
Liquidity risk was the risk that an entity will encounter difficulty in
meeting obligations associated with financial liabilities. The Company's
financial liabilities included its trade and other payables shown in Note 23;
(c) Interest rate cash flow risk
The Company had interest-bearing assets. Interest-bearing assets comprised
cash balances and unsecured loans, which earned interest at floating rates.
See note 28.
Capital risk management
The Company monitors capital which comprises all components of equity (i.e.,
share capital, share premium and retained earnings/losses). See note 28
5. Critical accounting estimates and judgements
The preparation of the financial statements require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Estimates and judgements are
continually evaluated based on historical experience and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may differ from
these estimates and assumptions.
Information about such judgements and estimates are contained in the
accounting policies and/or the notes to the consolidated financial statements.
Areas of judgement that have the most significant effect on the amounts
recognised in the consolidated financial statements are as follows:
Recyclus Accounted for as an Associated Company
The Company, considering IAS 28 - Investments in Associates and Joint Ventures
and IFRS 10 - Consolidated Financial Statements, has determined that whilst it
does have significant influence over Recyclus it does not control and direct
it, and the directors of Recyclus who are also directors of the Company are
excluded from any Company decisions relating to Recyclus. Therefore, the
Company believes that it is reasonable to account for Recyclus as an
associated company.
The Company is in correspondence with the Financial Reporting Council ("FRC")
in respect of the Company's financial statements for the year ended 30 June
2023 regarding the treatment of Recyclus as an Associate company, and in
respect of the accounting treatment of loans made to Recyclus. As set out in
Note 18 to the financial statements, the Company has treated Recyclus as an
Associate company as it has judged that it does not control Recyclus and has
also announced that it is not currently pursuing the takeover of Recyclus as
it would not be able to meet the reverse takeover re-listing rules of the
London Stock Exchange.
In respect of the loans made to Recyclus, when the loan agreement was entered
into in 2021 interest rates were low and it was judged that no equity portion
of the loan was required to be recognised. Since then, as set out in Note 19,
due to interest rate differentials in the market and considering Company
borrowing costs, the Company has assessed that it is fair for a portion of
these loans to be classified as equity in accordance with IFRS 9 in the
current year, and to make an adjustment to the prior year.
Valuation of warrants and share options - see note 25
The Company estimates the fair value of the future liability relating to
issued warrants and share options using the Black-Scholes pricing model taking
into account the terms and conditions upon which the warrants and share
options were issued, if the warrant or share option was granted on its own.
Loan to associate- see note 19
Determination as to whether, the loan to associate is recoverable involves
management estimates and judgement. Management reviewed the cashflow forecasts
of the associate to determine whether an impairment of the loan is required.
The Company has considered a range of sensitivities in respect of sales, cost
of sales and discount rates and has assumed that the relevant environmental
permits will be issued to enable the achievement of sales. The Company has
concluded that there is considerable headroom over the carrying value of the
loan provided commercial production can be achieved.
Equity Element of Loans to Associates (IFRS 9)
The loan provided to the associate has been split into debt and equity
components in accordance with IFRS 9 (Financial Instruments). Determining the
split between the loan's debt and equity components involves estimating the
present value of future cash flows and selecting an appropriate discount rate.
For the years ended 30 June 2024 and 30 June 2023, the company used a 20%
discount rate, being the estimated interest rate that the company would be
charged for borrowings with no conversion premium. For the year ended 30 June
2022 the company used a discount rate of 12% being the estimated return on its
equity as the Company had no borrowings during that year.
The company has also made a prior year adjustment to account for the equity
component of the loan in the financial statements for the years ended 30 June
2022 and 30 June 2023, which was not recognised in prior periods. This
adjustment is discussed in Note 31 and Note 19.
Unquoted financial assets - see note 16
The Company holds certain unquoted investments which are held at fair value
through other comprehensive income in the financial statements. The
determination of whether the carrying amount of these investments, currently
being cost, approximates their fair value requires significant estimates and
judgments by management. The following describes the basis and considerations
made by management in this determination:
Operating activities and future plans of the Investee: Management reviewed the
operating activities and future plans of the investees. The information
provided evidence to support the view that the fair value has not
significantly changed from cost.
Market and Economic Indicators: Management considered relevant market and
economic indicators, industry trends, and other macroeconomic factors that
might impact the fair value of the investments.
Impairment Indicators: Management continuously evaluates for any indications
of impairment. If there were any external or internal indicators suggesting
that the investment might be impaired, a detailed impairment assessment would
be undertaken.
Based on the above considerations and the information available, management
determined that the carrying amount of the unquoted investments in the
financial statements as at 30 June 2024 should be impaired as follows:
My Club Betting (MCB) - having reviewed the carrying value of MCB and taking
into account the last price at which the company has raised funds, the
carrying value has been impaired to £30k.
Dunraven - Whilst the economics of the oil licences held by Dunraven are
strong, there are impairment indicators and therefore the Company has impaired
100% of the value of its holding pending Dunraven securing funding and licence
renewals.
Impairment of exploration and evaluation costs - see note 15
Determination as to whether, and by how much, an asset or cash generating unit
is impaired involves management estimates. Management uses the following
triggers to assess whether impairment has occurred (the list is not
exhaustive):
• The period for which the entity has the right to explore in the
specific area has expired during the period or will expire in the near future
and is not expected to be renewed.
• Substantive expenditure on further exploration for and evaluation
of mineral resources in the specific area is neither budgeted nor planned.
• Exploration for and evaluation of mineral resources in the
specific area have not led to the discovery of commercially viable quantities
of mineral resources and the entity has decided to discontinue such activities
in the specific area.
• Sufficient data exist to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full on successful
development or by sale.
The Management used the above triggers to evaluate each mineral exploration
licence held by the group and determined carrying value of the mineral
exploration licences did not need to be impaired.
Assets held for sale - see note 20
The classification of assets (or disposal groups) as held for sale involves
the use of significant judgements in assessing whether the criteria set out
under IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations
are met. For the financial year ended 30 June 2024, management has applied
critical judgements to determine whether a specific disposal group should be
classified as held for sale based on the status and timing of a negotiated
sale agreement.
Assessment of Sale Probability and Timing
Management has exercised judgement in determining whether the sale of LRH
Resources Ltd ('LRH') is highly probable as at 30 June 2024. The following
factors were considered:
· Binding Heads of Terms Signed in April 2024: A binding heads of terms
agreement (HoT), outlining the key commercial terms and conditions of the
sale, was signed in April 2024. This formalised commitment by both parties
indicates that the sale was highly probable as at 30 June 2024.
· SPA Signed in October 2024: Although the formal Sale and Purchase
Agreement ('SPA') was signed in October 2024, after the reporting date, the
key terms (including purchase price, significant conditions, and timeline)
were already agreed and documented in the HoT. This indicates that the SPA
execution was a procedural formality, and management's commitment to sell LRH
existed as of 30 June 2024.
· Management's Commitment to Sell: The Group demonstrated a clear
commitment to sell by initiating an active plan to locate a buyer, with no
indications of significant changes or delays in the plan.
· Expected Completion: The sale is expected to be completed within one
year from the classification date, satisfying the timing requirement of IFRS
5.
Based on these factors, management concluded that as of 30 June 2024, the
criteria for classification as held for sale were met, even though the SPA was
signed post-reporting date. Therefore, the disposal group has been classified
as held for sale as at 30 June 2024.
Measurement at Fair Value Less Costs to Sell
Upon classification as held for sale, LRH is measured at the lower of its
carrying amount of £878k (total assets of £905k less total liabilities of
£27k) and fair value less costs to sell. Given the binding nature of the HoT
signed in April 2024, management used the agreed-upon sale price of US$10m in
the HoT as a basis for estimating fair value, adjusted for directly
attributable costs to sell, such as legal and transaction fees. Therefore, the
carrying value used for LRH is £878k.
Judgement in Determining Discontinued Operations
IFRS 5 requires a disposal group to be classified as a discontinued operation
if it represents a separate major line of business or a geographical area of
operations that is material to the Group's overall financial performance.
Management has applied significant judgement to assess whether the sale of the
subsidiary constitutes a discontinued operation.
For the year ended 30 June 2024, management concluded that the subsidiary does
qualify as a discontinued operation because it represents the disposal of a
separate major line of business being the Group's Lithium exploration
activities in Ireland. See note 20.
Impact of Judgements and Estimates
The judgements applied in classifying LRH as held for sale and measuring fair
value less costs to sell can significantly impact the financial position and
results for the year ended 30 June 2024. Any changes in the terms of the sale,
expected costs, or market conditions could lead to material adjustments to the
carrying value and presentation of LRH in future periods.
Judgement Applied in Classification of Derivative as Equity or Liability
The Group issues convertible loans (CLNs) with embedded derivative features,
which necessitates significant judgement in determining the classification of
the derivative as either equity or a financial liability. This judgement
considers the contractual terms of the conversion option, assessing whether
the derivative meets the criteria for classification as equity. Where
classified as a derivative financial liability (DFL), it is held at fair value
through profit or loss (FVTPL), whereas derivatives classified as equity are
not remeasured after initial recognition.
Judgement Applied in Selection of Valuation Method
For convertible loans where the embedded derivative is classified as equity,
the Group applies a net present value (NPV) approach to the valuation of the
CLN. Conversely, for CLNs where the embedded derivative is classified as a
financial liability, an option-pricing model is applied to determine fair
value, considering the complex terms and variability of the conversion
feature.
Estimation Applied in Valuation of Derivative Financial Liability
For CLNs classified as containing a DFL held at FVTPL, the Group uses a Monte
Carlo simulation model to estimate the fair value of the DFL on initial
recognition, at each reporting date, and upon conversion events. This approach
is deemed appropriate due to the simulation's ability to model a range of
possible outcomes, capturing the inherent variability in conversion terms and
share price volatility. Key inputs in the Monte Carlo model include the
Company's share price, share price volatility, the risk-free interest rate,
and assumptions regarding the timing and probability of conversion.
Changes in any of these assumptions may significantly impact the fair value of
the derivative liability, potentially resulting in profit or loss variations.
Management regularly reassesses these inputs, utilising historical data and
market-based assumptions to ensure that the fair value estimation reflects the
economic substance of the convertible instrument.
6. Operating Segments
In accordance with IFRS 8 'Operational Segments,' the Group determines and
presents operating segments based on the information that is provided
internally to the Executive Directors, who are the Group's chief operating
decision makers ("CODM"). The operating segments are aggregated if they meet
certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components, and is:
a) Expected to generate revenues and incur expenses.
b) Regularly reviewed by the CODM to make decisions about resources to
be allocated to the segment and assess its performance.
c) For which discrete financial information is available.
Based on the above criteria, the Group has identified its reportable segments
as:
· Mineral Exploration: This segment is engaged in the exploration and
assessment of mineral deposits.
· Battery Recycling: This segment is involved in the recycling of
batteries to recover valuable materials.
· Other: This segment includes expenditure, corporate assets and
corporate liabilities that are managed on a group basis, including the loan to
its associate undertaking, Recyclus Group Ltd.
Measurement:
The CODM assesses the performance of the operating segments based on a measure
of operating profit/loss. Interest income and expenditure are not included in
the results for each operating segment that is reviewed by the CODM.
Below is a summary of the Group's results, assets and liabilities by
reportable segment as presented to the Executive Board.
Mineral exploration Battery recycling Total
Other
£000 £000 £000 £000
Year ended 30 June 2024:
Operating expenses (354) (887) (5,388) (6,629)
Total segment operating loss (354) (887) (5,388) (6,629)
Year ended 30 June 2023 (as restated):
Operating expenses (281) (736) (3,300) (4,317)
Total segment operating loss (281) (736) (3,300) (4,317)
Total segment assets
At 30 June 2024 15,197 - 8,376 23,573
At 30 June 2023 (as restated) 15,359 - 7,239 22,598
Total segment liabilities
At 30 June 2024 (33) - (8,188) (8,221)
At 30 June 2023 (37) - (2,188) (2,225)
Included in the Mineral exploration segment in total segment assets is
intangible asset additions of £406k (FY2023: £420k). There were no other
intangible asset additions in other segments.
7. Administrative expenses
2024 2023
£000 £000
Legal and professional fees 1,143 536
Employee benefit expense 674 689
Share-based payment charge 102 2,218
Advertising and marketing 189 312
Audit and Tax 68 65
Depreciation 2 1
Other administrative expenses 230 35
2,408 3,856
8. Auditors' remuneration
2024 2023
£000 £000
Fees payable for the audit of the Group 84 65
84 65
9. Employees and Directors
During the period key management personnel were the Directors of the Company.
The average number of persons employed by the Company during the period
(including Directors that receive remuneration) was 5 (2023: 5).
The following table sets out the total employee and Director costs.
2024 2023
£000 £000
Director and consulting fees 614 605
Wages and salaries - 6
Share based payment charge 102 2,218
Social security costs 60 78
776 2,907
The Directors' remuneration is set out in the Directors' Remuneration Report
on page 41.
10. Other income
2024 2023
£000 £000
Management fees 17 47
61 47
11. Finance income and other finance costs
2024 As restated
Finance income 2023
£000 £000
Interest charged to related parties 550 535
Fair value movement on derivative financial liability - 128
550 663
The loan to associate has an annual interest rate of 2.5%.
2024 2023
Finance charges
£000 £000
Interest payable 618 72
Unwinding of discount on convertible loans inclusive of loan fees 799 322
Fair value movement on derivative financial liability 1,132 -
2,549 394
12. Taxation
As restated
2024 2023
£000 £000
Current tax - -
Deferred tax - -
Total income tax expense - -
2024 As restated
2023
£000 £000
Loss before tax from continuing operations (6,642) (4,313)
Profit/(loss) before tax from discontinued operations 13 (4)
Loss for the year (6,629) (4,317)
Tax using the Company's domestic tax rate 25% (20.5%) (1,657) (885)
Effect of non-deductible expenses 545 455
Utilisation of tax losses (5) -
Differences in overseas tax rates 5 (2)
Tax losses carried forward 1,112 432
Total tax expense - -
Effective tax rate
The effective tax rate was 25% (2023: 20.5%). Tax charges are affected by the
mix of profits and tax jurisdictions in which the Group operates. The impact
of unrecognised tax losses and non-deductible items increases the Group's
overall effective tax rate.
At the year end, the Group had estimated tax losses of £8,699,000 (2023 as
restated: £5,118,000) available for carry forward against future trading
profits. As legislation has been enacted whereby the corporation tax rate is
25% from April 2023, the tax losses would have resulted in an additional
deferred tax asset of £2,175,000 (2023 as restated: £1,280,000) which has
not been recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
13. Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the period.
2024 As restated
2023
£000 £000
Profit/(loss) for the year attributable to equity holders of the company
Continuing operations (6,641) (4,302)
Discontinued operations 13 (4)
Total operations (6,628) (4,306)
Weighted average number of ordinary shares in issue 1,527,518,534 1,344,710,781
Basic and fully diluted loss per share in pence
- from continuing operations (0.43) (0.32)
- from discontinued operations - -
Total operations (0.43) (0.32)
As the Company has not generated a net profit for either the reporting period
or the prior year, diluted EPS is not stated.
14. Property, plant and equipment - Group
Cost Office equipment Total
£000 £000
1 July 2022 8 8
Additions - -
30 June 2023 8 8
Additions 2 2
30 June 2024 10 10
Depreciation
1 July 2022 3 3
Depreciation charge 1 1
30 June 2023 4 4
Depreciation charge 1 1
30 June 2024 5 5
Net book value 30 June 2024 5 5
Net book value 30 June 2023 4 4
Property, plant and equipment - Company
Cost Office equipment Total
£000 £000
1 July 2022 - -
Additions 3 3
30 June 2023 3 3
Additions 2 2
30 June 2024 5 5
Depreciation
1 July 2022 - -
Depreciation charge 1 1
30 June 2023 1 1
Depreciation charge 1 1
30 June 2024 2 2
Net book value 30 June 2024 3 3
Net book value 30 June 2023 2 2
15. Intangible assets
Cost Mineral exploration Total
£000 £000
1 July 2022 15,409 15,409
Additions 420 420
FX (40) (40)
Disposals - -
30 June 2023 15,789 15,789
Additions 406 406
FX (8) (8)
Transferred to asset held for sale (889) (889)
Impairment (163) (163)
Disposals - -
30 June 2024 15,135 15,135
Accumulated amortisation
1 July 2022 and 1 July 2023 - -
Amortisation - -
30 June 2024 - -
Net book value 30 June 2024 15,135 15,135
Net book value 30 June 2023 15,789 15,789
In April 2024 the Group signed a binding head of agreement to sell its
interest in exploration licences in Leinster, Republic of Ireland. This is
envisaged to be affected by the sale of 100% of the issued share capital of
LRH Resources Limited ("LRH") held by the Company to European Lithium Limited
(ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium") for a gross
consideration of US$10 million. For further information see note 20.
In 2022, the Company elected not to proceed with further exploration at its
Oacama project in South Dakota but retained a 15% interest through a
now-expired earn-in agreement with North American Strategic Minerals, Inc.
Following an impairment review at the 2024 year-end, the carrying value of
this project was fully impaired, at £163k, the licences having now been
allowed to lapse.
16. Financial assets measured at Fair Value through Other Comprehensive
Income
The Group holds certain equity investments that are not held for trading
purposes. Management has elected to classify these investments as being
measured at fair value through other comprehensive income ("FVOCI") because
these equities represent investments that the Group intends to hold for the
foreseeable future for strategic purposes.
Group Company
£000 £000
1 July 2022 1,221 -
Additions - 1,219
Fair value gains/(losses) recognised in OCI - -
30 June 2023 1,221 1,219
Additions - -
Impairment (1,189) (1,189)
FX (2) -
Fair value gains/(losses) recognised in OCI - -
30 June 2024 30 30
The financial assets at FVOCI are measured based on level three inputs of the
fair value hierarchy i.e. unobservable inputs, used when relevant observable
inputs are not available. Management determined the fair value by reviewing
the operating activities and future plans of the investee and by taking into
consideration the market and economic indicators, industry trends, and other
macroeconomic factors that might impact the fair value of the investments.
Impairment
My Club Betting (MCB) - having reviewed the carrying value of MCB and taking
into account the last price at which the company has raised funds, the
carrying value has been impaired to £29k.
Dunraven - Whilst the economics of the oil licences held by Dunraven are
strong, there are impairment indicators and therefore the Company has impaired
100% of the value of its holding pending Dunraven securing funding and licence
renewals.
17. Investment in subsidiaries
Investment in subsidiaries - Company
Company
£000
1 June 2022 14,905
Additions/disposals -
30 June 2023 14,905
Additions/disposals -
Transfer of asset held for sale (605)
30 June 2024 14,300
In April 2024 the Group agreed to sell LRH please see note 20 for further
information.
17. Investment in subsidiaries (continued)
As at 30 June 2024, the Company held interests in the following subsidiary
companies:
Company Country of registration Proportion Nature of business
held
Techmin Limited United Kingdom 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Onshore Energy Limited United Kingdom 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Cornish Battery Metals Ltd United Kingdom 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Emperium 1 Holdings Corporation USA 90% Mineral exploration
10100, Santa Monica Boulevard
#300, Century City, Los Angeles, CA90067
Technology Minerals Idaho Limited USA 90% Mineral exploration
10100, Santa Monica Boulevard
#300, Century City, Los Angeles, CA90067
LRH Resources Ltd Ireland 100% Mineral exploration
Unit E, Kells Business Park,
Cavan Road, Kells Meath
A82 HK12, IRELAND
Asturmet Recursos S.L. Spain 100% Mineral exploration
Avenida de Galicia, Oviedo
Asturias, SPAIN
Technology Minerals Cameroon Limited Cameroon 100% Mineral exploration
PO Box 666
Yaounde
Cameroon
LRH Resources Ltd has been classified as held for sale
18. Investment in associates
In September 2021, the Company acquired 48.35% of a battery-recycling
business, Recyclus Group Ltd ("Recyclus") for nil consideration. Under the
equity method the initial investment is recognised at cost being nil.
As there are common Directors between Technology Minerals Plc and Recyclus
Group Ltd, Technology Minerals Plc is able to influence Recyclus Group Ltd,
however, it does not control the Recyclus Group, which has its own operating,
technical and financial management, as well as separate financial, human
resources and other policies. Recyclus Group Ltd has raised loan and equity
funding from third parties, and Technology Minerals Plc does not hold rights
to favourable returns from its shareholding in Recyclus Group Ltd under IAS 28
and IFRS 10 criteria. Therefore, management has concluded that its investment
in Recyclus is an investment in an associate and it did not control Recyclus
as at year ended 30 June 2024. See note 5 for further information.
18. Investment in associates (continued)
Summarised financial information for Recyclus Group (100% basis):
As restated
Group and Company 2024 2023
£000 £000
Non-current assets 4,691 4,209
Current assets 456 525
Current liabilities (1,827) (784)
Non-current liabilities (7,920) (6,524)
Revenue for the year 547 33
Loss for the year (2,828) (2,744)
The Group's share of the reported loss of Recyclus for the year amounts to
£1.4m (2023: £1.3m as restated).
Equity loan support
While the investment in the associate remains at nil, the company has provided
loans to the associate. A portion of these loans has been classified as equity
in accordance with IFRS 9 due to the terms of the loan, as discussed in Note
19.
This accounting treatment has been applied to prior periods see note 31 prior
year adjustments.
Carrying amount of investment
Group and Company £000
1 July 2022 -
Loan funding recognised as equity, debited to investment 736
Group's share of loss (736)
30 June 2023 -
Loan funding recognised as equity, debited to investment 887
Group's share of loss (887)
30 June 2024 -
As the Group's share of the losses in Recyclus exceeds its interest in the
associate, it has not recognised its share of further losses. Once Recyclus
subsequently reports profits, the Group will resume recognising its share of
those profits only after its share of the profits equals the share of losses
not recognised.
There were no significant transactions between the Group and Recyclus other
than the loans provided. See note 19.
19. Loans to associates
During the period the Company provided an unsecured loan to Recyclus which was
initially recognised at amortised cost at the coupon rate in FY2022 and
FY2023. Upon review, the Group has determined that a portion of the loan
should be classified as equity in accordance with IFRS 9 due to the terms of
the loan, which are favourable to the associate and carry a below-market
interest rate.
The equity element represents the difference between the present value of
forecasted future loan repayment cash flows and the nominal loan amount. The
discount rate used for the 30 June 2024 and 30 June 2023 financial statements
was 20%, reflecting interest rate that the company would be charged for
borrowings with no conversion premium. As the Group had no borrowings for the
30 June 2022 period, the rate used was 12% reflecting the Group's estimated
equity return and the risk-free rate was the lowest due to Covid. A prior year
adjustment was made to reflect the equity element for 30 June 2022 and 30 June
2023, which was not recognised in those years, as an investment in an
associate accounted for under the equity method (see Note 31).
Group and Company
£000
1 July 2022 4,538
Loan funding recognised as equity and debited to investment (911)
1 July 2022 (as restated) 3,627
Additions 1,859
Accrued interest 435
Loan funding recognised as equity and debited to investment (736)
30 June 2023 (as restated) 5,185
Additions 2,203
Accrued interest 550
Loan funding recognised as equity and debited to investment (887)
30 June 2024 7,051
Loans to associates generally bear 2.5% interest. The loan is repayable in
monthly instalments when funds are available and if repayments are not made
then the Group is entitled to additional interest of 2%, which has been
accrued in FY2024.
20. Assets held for sale
In April 2024, the Company signed a binding heads of agreement to sell 100% of
LRH to European Lithium ('Proposed Transaction'), which includes 100% of its
rights, title and interest in the following:
· the 23 licences that comprise the Leinster Lithium Project (the
"Licences") (see Table 1 below);
· all associated technical information, including geological,
geochemical and geophysical reports, surveys, mosaics, aerial photographs,
samples, drill core, drill logs, drill pulp, assay results, maps and plans,
whether in physical, written or electronic form relating to the Licences; and
· statutory licences, approvals, consents, authorisations, rights or
permits relating to the Licences.
The Company will retain LRH's 100% interest in the Asturmet Ni-Cu-Co Project
in, N. Spain, which will be held through a wholly-owned subsidiary, Technology
Minerals (Ireland) Limited, which was incorporated following the year-end.
20. Assets held for sale (continued)
In consideration for the Proposed Transaction, European Lithium will transfer
to Technology Minerals US$10 million worth of fully paid ordinary shares in
the capital of Critical Metals Corp (a company incorporated under the laws of
Delaware in the United States and listed on NASDAQ) ("CRML") currently held by
European Lithium, at an issue price equal to 90% of the closing price of CRML
shares on the day prior to the date on which the last of the parties enters
into the Agreement signed date). The Consideration Shares will be held in
escrow until 28 February 2025.
The sale agreement was signed on 24 November 2024. Completion of the
transaction is conditional upon completion of due diligence by European
Lithium as soon as practicable, Technology Minerals and CRML and its
shareholders agreeing the detailed terms of the escrow, and European Lithium
obtaining any necessary third-party approvals or consents to complete the
transaction. Completion will occur five business days after the last Condition
Precedent has been satisfied.
Technology Minerals is obliged to maintain the tenements in good standing and
meet all obligations in respect of the licences up until completion.
Accordingly, LRH has been reclassified from 'Investment in Subsidiaries' to
'Assets Held for Sale'. See notes 3 and 5 for further information on the
accounting treatment applied to an Asset Held for Sale.
Assets and liabilities held for sale as at 30 June 2024
Group Company
£000 £000
Non-current assets
Intangible assets 889 -
Financial assets 2 -
Investment in subsidiaries - 605
891 605
Current assets
Trade and other receivables 14 -
Total assets held for sale 905 605
Current liabilities
Trade and other payables 27 -
Liabilities directly associated with assets held for sale 27 -
21. Trade and other receivables
Group Company Group Company
2024 2024 2023 2023
£000 £000 £000 £000
Non-current assets
Amounts due from subsidiaries - 3,087 - 2,452
- 3,087 - 2,452
Current assets
Other debtors 375 369 1 1
VAT receivable 37 34 27 28
Prepayments and accrued income 20 20 53 52
432 423 81 81
See note 29 for details of the amounts due from subsidiaries.
22. Cash and cash equivalent
Group Company Group Company
2024 2024 2023 2023
£000 £000 £000 £000
Cash and cash equivalents 15 1 318 -
15 1 318 -
The majority of the Group's funds are held with Revolut Ltd, which is
authorised to issue e-money by the Financial Conduct Authority under the
Electronic Money Regulations 2011. Revolut Ltd is not a bank.
23. Trade and other payables
Group Company Group Company
2024 2024 2023 2023
£000 £000 £000 £000
Current liabilities
Trade and other payables 604 597 230 200
Taxation and social security 157 156 106 104
Accruals 737 737 102 98
1,498 1,490 438 402
Non-current liabilities
Amounts due to subsidiaries - 1,102 - -
- 1,102 - -
See note 29 for details of the amounts due to subsidiaries.
24. Borrowings and derivative financial liabilities
Group Company Group Company
2024 2024 2023 2023
£000 £000 £000 £000
Amount owed to third parties - - - -
Convertible loan notes 3,605 3,605 1,557 1,557
Total borrowings 3,605 3,605 1,557 1,557
Current 3,109 3,109 - -
Non-current 496 496 1,557 1,557
Total borrowings 3,605 3,605 1,557 1,557
Derivative financial liability 3,092 3,092 230 230
For the year ended 30 June 2024
During the year the Company entered into a number of convertible bond
facilities ('CLNs'). Each of these have accounted for as a financial liability
with a related embedded derivative being the fair value of the convertible
feature. Details of the CLNs issued are described below.
Convertible bonds issued during the year:
Issue date Repayment date Amount borrowed Annual Interest rate Derivative financial liability Fair value of warrants at amortised cost
£000s % Debt at amortised cost £000s £000s
£000s Embedded derivative classified as equity
£000s
04/07/2023 See below 500 12% 482 - 18 -
31/08/2023 See below 735 12% 301 - 49 385
03/01/2024 03/01/2026 600 8.25% 171 361 - 68
22/03/2024 22/03/2027 1,500 10.25% 311 1,050 - 139
30/05/2024 30/05/2027 600 10.25% - 540 - 60
28/06/2024 28/06/2027 400 10.25% - 371 - 29
Total 4,335 1,265 2,322 67 681
The fair value of the warrants issued has been treated as a transaction cost
associated with the issuance of the CLNs. This amount has therefore been
debited to the CLN and amortised over its term. Additionally, since the
warrants have a fixed conversion ratio, they meet the 'fixed-for-fixed'
criterion for equity classification and have been credited to equity.
4 July 2023 - £500,000 convertible bonds
The company raised £500,000 from the issue of convertible bonds with a 12%
annual interest rate and a repayment date of 4 January 2024. Conversion of the
bonds into shares in the Company can occur from 6 months from the issue date
at a price of 1.8 pence per share. As the conversion ratio is fixed the
embedded derivative has been classified as equity. On 4 January 2024, it was
agreed with the bondholder to extend the redemption date to 4 July 2024. As
part of the extension the interest rate was increased to 15% per annum. Post
year end, a revised repayment schedule has been agreed with the lender to
repay the amount due plus accrued interest in monthly instalments.
31 August 2023 - £735,000 convertible bonds
The company raised £735,000 from the issue of convertible bonds with a 12%
annual interest rate and a repayment date of 31 August 2024. Conversion of the
bonds into shares in the Company can occur from 6 months from the issue date
at a price of 1.4 pence per share. As the conversion ratio is fixed the
embedded derivative has been classified as equity. In addition, 73,500,000
share warrants were issued as part of this facility see not note 26 for
further information.
The Company has agreed a schedule of repayment of interest and principal with
the holder of the 4 July 2023 £500,000 convertible bonds, the 31 August 2023
£735,000 convertible bonds and the £1,700,000 convertible bonds issued in
the previous year. Post year end, a revised repayment schedule has been agreed
with the lender to repay the amount due plus accrued interest in monthly
instalments.
3 January 2024 - £600,000 convertible bonds
On 3 January 2024, the Company entered into a convertible bond facility with
CLG Capital LLC for £5 million, drawable in agreed tranches. The bonds are
repayable within 2 years from drawdown and have an annual interest rate of 3%
fixed plus the prevailing Bank of England base rate (as at the date
immediately preceding the publication of this report, 5%). Conversion of the
bonds into shares in the Company can occur from 40 days from the issue date.
The conversion price is set at 95% of the average of the Volume Weighted
Average Price (VWAP) of the shares over three (3) trading days chosen by the
bondholder, during the ten (10) consecutive trading days prior to the Company
receiving a conversion notice from the bondholder. As the conversion ratio is
variable, the embedded derivative has been classified as a derivative
financial liability at fair value through profit and loss (FVTPL).
At the 30 June 2024, a gross amount of £600,000 had been drawn down from the
convertible bond facility with CLG Capital LLC and share warrants over an
aggregate of 18,126,495 Ordinary shares had been issued. The number of
warrants issued had been calculated on the expectation of £1 million having
been drawn and has therefore since been adjusted down to 10,117,429. See note
26 for further details on the share warrants.
20 March 2024 - £5.5 million convertible bond facility
On 20 March 2024, the Company entered into a Convertible Bond Facility with
Atlas Capital Markets ('ACM') in the total amount of £5.5 million, drawable
in agreed tranches. Share warrants attach to each drawdown. The annual
interest rate is 5% fixed plus the prevailing Bank of England base rate (as at
the date immediately preceding the publication of this report, 5%). Conversion
of the bonds into shares in the Company can occur from 20 days from the issue
date. The conversion price is set at 90% of the average of the VWAP of the
shares over three (3) trading days chosen by the bondholder during the twenty
(20) consecutive trading days prior to the Company receiving a conversion
notice from the bondholder. As the conversion ratio is variable, the embedded
derivative has been classified as a derivative financial liability at fair
value through profit and loss (FVTPL).
The following tranches have been drawn as at both 30 June 2024:
Tranche Issue date Term Amount borrowed Warrants issued
£000s
1 22/03/2024 3 years 1,500 21,193,266
2 30/05/2024 3 years 600 20,469,153
3 28/06/2024 3 years 400 17,646,955
Total 2,500 59,309,374
During the period between 2 May 2024 and 24 June 2024, £420,000 of ACM
tranche 1 was converted into 84,950,867 Ordinary Shares of £0.001 each. See
note 32 for information on loan conversions and drawdowns that occurred after
30 June 2024.
Breach of loan covenants
Unpaid coupon interest
The CLG and ACM bonds require the payment of coupon interest on a monthly
basis. If coupon interest is not paid on time, penalty interest becomes due at
a rate of 2% per month on the outstanding principal balance. Accordingly, the
penalty interest has been accrued and is included in other finance costs. See
note 11.
Post year end the Company's market capitalisation fell below £5 million which
caused a breach of the agreement triggering ACM's option for early redemption
and the application of a premium of 20% and additional interest of 20%, plus a
discount of 25% to the conversion price. ACM has waived such remedies for a
year and a day in respect of each bond issued.
Derivative Financial Liability
The CLG and ACM convertible loan instruments issued during the year, each
contain three embedded derivative financial liabilities (DFLs). This DFLs
arise from conversion features that allow the holder to convert the loan into
a variable number of the Company's equity instruments based on the market
price at the date of conversion and also arises from a default event linked to
the market capitalisation of the Group. Due to the variability in conversion
terms, the embedded derivative is classified as a financial liability.
Initial recognition and measurement
At initial recognition, the DFL is measured at fair value. The fair value of
the DFL at the date of issuance of the convertible loans has been determined
using a Monte Carlo simulation model, which considered multiple variables,
including:
· Expected share price volatility
· Risk-free interest rate
· Expected life of the instrument
· Conversion probabilities and potential share price performance
· Subsequent measurement
Subsequent to initial recognition, the DFL is remeasured at fair value at each
conversion event and at each reporting date, with any changes in fair value
recognised immediately in profit or loss as a financial expense or income.
Critical judgements and key sources of estimation uncertainty
The fair value measurement of the DFL involves significant judgements and
estimates, specifically in terms of share price volatility, risk-free rate,
and timing of possible conversions. Due to the complexity of the instrument,
the Group uses a Monte Carlo simulation, as described in Note 5 - Critical
accounting estimates and judgements.
As at 30 June 2024, the fair value of the DFL was as follows:
Group and Company £000
1 July 2022 -
Initial recognition 358
Derecognition on conversion to equity (139)
Fair value through income statement 11
30 June 2023 230
Reclassified to equity (230)
Initial recognition 2,275
Derecognition on conversion to equity (405)
Fair value through income statement 1,222
30 June 2024 3,092
The £230k was incorrectly classified as a liability in the prior year rather
than equity. This has been corrected in the current year. The prior year has
not been restated as the classification and the amount is not considered
material for restatement.
For the year ended 30 June 2023
Bond Facility
The bond facility outstanding as at 30 June 2023 was for £1.7m which was
accounted for as a financial liability with a related embedded derivative
being the fair value of the convertible feature. The host contract is measured
at amortised cost and the derivative at fair value through equity.
Interest accrues on this bond at 12% compounding annually. The bond can be
converted at any time by the holder at 3.5 pence per share. The repayment date
of this bond is 27 March 2025. Post year end, a revised repayment schedule has
been agreed with the lender to repay the amount due plus accrued interest in
monthly instalments.
25. Share capital and share premium
Group and Company Number of ordinary shares of 0.1p Share Share premium
capital £000
£000
At 1 July 2022 1,271,423,593 1,271 19,770
Share issue - placings 123,000,000 123 1,187
Share issue - conversion of CLNs 118,186,302 118 942
Share issue - in lieu of services provided 1,100,000 1 20
Share issue - costs - - (59)
At 1 July 2023 1,513,709,895 1,513 21,860
Share issue - exercise of warrants 11,062,783 11 122
Share issue - conversion of CLNs 84,950,867 85 335
Issue costs - - (32)
At 30 June 2024 1,609,723,545 1,609 22,285
The detailed history of the Company's share capital the year ended 30 June
2023 is provided in the 2023 Annual Report and Accounts. Transactions
related to the year ended 30 June 2024 are as follows:
Date Transaction Price No. Shares issued Proceeds
£000
26/01/2024 Exercise of share warrants £0.01200 11,062,783 133
02/05/2024 ACM CLN Conversion £0.00612 40,849,673 250
11/06/2024 ACM CLN Conversion £0.00435 18,384,043 80
24/06/2024 ACM CLN Conversion £0.00350 25,717,151 90
84,950,867 420
26. Share Based Payments
Warrants Issued
As described in note 24, the Company issued a number of convertible loans to
various third parties. The terms and conditions of some of the convertible
loans issued including those issued to CLG and ACM resulted in the issuance of
share warrants in the Company as follows:
Date Exercise price Number of Aggregate
warrants issued fair value
£000
31/08/2023 £0.020000 73,500,000 385
05/01/2024 £0.018484 8,115,162 57
18/01/2024 £0.014983 2,002,267 11
20/03/2024 £0.014200 21,193,266 139
30/05/2024 £0.005900 20,469,153 60
28/06/2024 £0.004500 17,646,955 30
Total 142,926,803 682
Share Based Payments (continued)
The fair value of the warrants issued during the year ended 30 June 2024 was
calculated using the Black-Scholes model using the following information:
Issue date 31/08/2023 05/01/2024 18/01/2024
Number of shares that could be acquired on the exercise of the warrant
73,500,000 8,115,162 2,002,267
Fair value of one CLN Warrant £0.005200 £0.007000 £0.005400
Warrant Share exercise price £0.020000 £0.018484 £0.014983
Date of grant 31/08/2023 05/01/2024 18/01/2024
Time to maturity, years 2 3 3
Share price £0.0145 £0.0140 £0.0110
Expected volatility*,% 79% 85% 85%
Expected dividend growth rate,% 0% 0% 0%
Risk-free interest rate (2 & 3 year bond),% 5.15% 3.87% 3.94%
Issue date 20/03/2024 30/05/2024 28/06/2024
Number of shares that could be acquired on the exercise of the warrant
21,193,266 20,469,153 17,646,955
Fair value of one CLN Warrant £0.006600 £0.003000 £0.001700
Warrant Share exercise price £0.014200 £0.005900 £0.004500
Date of grant 20/03/2024 30/05/2024 28/06/2024
Time to maturity, years 3 3 3
Share price £0.0120 £0.0053 £0.0033
Expected volatility*,% 89% 89% 89%
Expected dividend growth rate,% 0% 0% 0%
Risk-free interest rate (3 year bond),% 3.90% 4.34% 4.12%
*Calculation of volatility involves significant judgement by the Directors due
to the absence of the historical trading data for the Company at the date of
the grant.
The fair value of the warrants issued during the year was £681,000 (2023:
£79,000) and has been treated as transaction costs for the issue of the CLNs
and is amortised over the term of the CLNs
Warrants exercised
On 26 January 2024, 11,062,783 share warrants were exercised at a price of
£0.012 each. See note 25 for further information.
For the year ended 30 June 2023:
Detailed information on the share warrants issued in the year ended 30 June
2023 is provided in the 2023 Annual Report and Accounts.
26. Share Based Payments (continued)
At 30 June 2024, the Company had outstanding warrants to subscribe for
Ordinary shares as follows:
Warrant exercise price Expiry date Fair value of individual warrant At 01/07/2023 Issued Exercised/ At 30/06/2024
lapsed
£0.033750 29/07/2023 £0.003937 306,229,366 - (306,229,366) -
£0.033750 17/11/2023 £0.004010 49,808,280 - (49,808,280) -
£0.001000 17/11/2023 £0.021510 666,667 - (666,667) -
£0.021672 16/12/2024 £0.005300 6,921,527 - - 6,921,527
£0.017446 30/01/2025 £0.004600 4,298,980 - - 4,298,980
£0.016900 24/02/2025 £0.004100 5,494,471 - - 5,494,471
£0.020000 31/08/2025 £0.005200 - 73,500,000 - 73,500,000
£0.018484 05/01/2027 £0.007000 - 8,115,162 - 8,115,162
£0.014983 18/01/2027 £0.005400 - 2,002,267 - 2,002,267
£0.014200 20/03/2027 £0.006600 - 21,193,266 - 21,193,266
£0.005900 30/05/2027 £0.003000 - 20,469,153 - 20,469,153
£0.004500 28/06/2027 £0.001700 - 17,646,955 - 17,646,955
373,419,291 142,926,803 (356,704,313) 159,641,781
Share options
No share options were issued during the year ended 30 June 2024. £102,085
(2023: £2,218,160) was expensed in FY2024.
Detailed information on the share options issued in the year ended 30 June
2023 is provided in the 2023 Annual Report and Accounts.
At 30 June 2024, the Company had outstanding share options to subscribe for
Ordinary shares as follows:
Exercise price Expiry date Fair value of individual share option At 01/07/2023 Issued Exercised At 30/06/2024
£0.02325 13/04/2033 £0.0192 128,534,322 - - 128,534,322
128,534,322 - - 128,534,322
Information on the share options granted to each Director is shown in the
remuneration report.
27. Non-controlling interests
Non-controlling interests that are material to the Group are reflected in the
table below.
Emperium 1 Holdings Corporation ('Emperium')
On 20 May 2022 Technology Minerals Plc sold a 10% interest in its wholly owned
subsidiary Emperium, through which it holds its interest in the US
cobalt/copper project: the Blackbird Creek Project and the Emperium Project
(collectively "the Properties"), to Bluebird Metals LLC, taking the Company's
ownership down to 90%. The consideration received for the 10% disposal was
£860,000.
27. Non-controlling interests (continued)
Technology Minerals Idaho Limited ('TM Idaho')
Post period, the Company entered into heads of agreement, subject to
conditions precedent, by which Bluebird Metals LLC would acquire a further 70%
interest in the Company's cobalt interest in Idaho, USA.
Summarised below is the financial information for Emperium and TM Idaho,
before intragroup eliminations together with amounts attributable to NCI:
2024 2023
£000 £000
Non-current assets 1,024 459
Current assets - -
Non-current liabilities - -
Current liabilities (900) (298)
Net assets 124 161
Attributable to owners of the parent 111 147
Attributable to non-controlling interests 13 14
Attributable to non-controlling interests 2024 2023
£000 £000
Loss for the year (6) (12)
Net (decrease)/increase in cash and cash equivalents - -
28. Financial risk management
The Group's activities expose it to a variety of financial risks which result
from its operating and investing activities, market risk (foreign currency
exchange risk), liquidity risk, capital risk and credit risk. These risks are
mitigated wherever possible by the Group's financial management policies and
practices described below. The Group's financial risk management is carried
out by the finance team led by the Chief Financial Officer and under policies
approved by the Board. Group Finance identifies, evaluates and mitigates
financial risks in close co-operation with the Group's senior management team.
Financial instruments by category
Group Group Company Group Company
2024 2024 2023 2023
£000 £000 £000 £000
Financial assets at amortised costs:
Trade and other receivables 432 423 81 81
Cash 15 1 318 -
Loan receivable 7,051 7,051 5,185 6,493
Financial liabilities at amortised costs:
Trade and other payables 1,498 1,490 438 402
Borrowings 3,605 3,605 1,557 1,557
Financial assets at fair value through other comprehensive income:
Financial assets 30 30 1,221 1,219
Financial liabilities at fair value through comprehensive income
3,092 3,092 1,557 1,557
28. Financial risk management (continued)
Investments in equity instruments at FVTOCI are measured at cost, less
impairments, which is considered to be equal to their fair values.
Capital risk
Capital risk refers to the risk associated with a Company's ability to
maintain an appropriate level of capital to support its operations and absorb
potential losses.
The Group's objectives when managing capital risk are:
· to safeguard the Group's ability to continue as a going concern, so
that it continues to provide returns and benefits for shareholders;
· to support the Group's growth; and
· to provide capital for the purpose of strengthening the Group's
risk management capability.
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and reserves, for
capital management purposes. The Group is not subject to externally imposed
capital requirements.
Credit risk
Credit risk refers to the risk that the Group's financial assets will be
impaired by the default of a third party (being non-payment within the agreed
credit terms). The Group is exposed to credit risk primarily on its cash and
cash equivalent balances as set out in note 22 and on its trade and other
receivable balances as set out in note 21. The Group's credit risk is
primarily attributable to its other receivables, being royalty receivables. It
is the policy of the Group to present the amounts in the balance sheet net of
allowances for doubtful receivables, estimated by the Group's management based
on prior experience and the current economic environment. In certain cases,
the Group has the right to audit the reported royalty income.
For banks and financial institutions, only parties with a minimum credit
rating of BBB are accepted. The majority of cash is held with Revolut Limited
in the UK.
The Directors have considered the credit exposures and do not consider that
they pose a material risk at the present time. The credit risk for cash and
cash equivalents is managed by ensuring that all surplus funds are deposited
only with financial institutions with high quality credit ratings. There are
currently no expected credit losses in respect of cash balances held.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations
and financial liabilities as and when they fall due. The Group currently has
access to sufficient cash resources to pay the trade and other payables and
contingent consideration as and when they fall due.
Future expected payments
Group 2024 2023
£000 £000
Trade and other payables within one year 1,498 438
Current tax liabilities within one year - -
28. Financial risk management (continued)
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures,
primarily with respect to the United States Dollar (USD) and the Euro (EUR).
The following table highlights the major currencies the Group operates in and
the movements against the Great British Pound (GBP) during the course of the
year:
Average rate Reporting spot rate
2024 2023 2024 2023
Movement Movement
United States Dollar 1.26 1.20 0.06 1.26 1.27 (0.01)
Euro 1.17 1.15 0.02 1.18 1.16 0.02
The Group's exposure to foreign currency risk based on GBP equivalent carrying
amounts of monetary items at the reported date:
2024 2024 2023
£000 £000 £000 2023
USD EUR USD £000
EUR
Cash and cash equivalents - 8 1 33
Trade and other receivables - 7 - 4
Trade and other payables (8) (61) (8) (88)
Net exposure (8) (46) (7) (51)
The Group does not hedge against foreign exchange movements.
Exchange rate sensitivity
The Group is mainly exposed to foreign exchange risk on the cash balances and
trade and other payables denominated in currencies other than GBP as detailed
above. A +/- 10% change in the GBP:EUR and GBP:USD rate and the impact of a
+/- 10% change on the exchange rates on the translation of foreign
subsidiaries into the Group's presentation currency would result in the
following changes:
2024 2024 2023
£000 £000 £000 2023
£000
Profit/(loss) Equity Profit/(loss)
+10%/-10% +10%/-10% +10%/-10% Equity
+10%/-10%
USD (1) / 1 1 / (1) (11) / 11 16 / (16)
EUR (33) / 33 16 / (16) (18) / 18 25 / (25)
29. Related party transactions
Aggregate base salaries paid to the Executive Directors incurred during the
year ended 30 June 2024 were £535k (2023: £545k). See note 9 for further
details.
The aggregate amount paid to the Non-Executive Directors for services for the
year ended 30 June 2024 was £54k (2023: £54k).
During the year, the Company provided additional loans totalling £2.2 million
to its associate company, Recyclus Group, bringing the total amount lent, to
approximately £7.1 million (2023 as restated: £5.1million) after recognising
an equity element as further set out in Note 19.
Alex Stanbury and Robin Brundle are each Directors of Recyclus Group Limited.
The coupon interest on the loan between the Company and Recyclus Group is 2.5%
per annum, or in the case of late repayments, 4.5%. The amount charged for the
year ended 30 June 2024 was £162,000 (2023: £196,000) including the
recognition of overcharges recorded in the year ended 30 June 2023. See notes
18 and 19 for further information.
During the year the Company charged £406,216 (2023: £356,884) for the
provision of management services to its subsidiaries.
During the year the Company provided an aggregate of £3.1 million (2023:
£2.5 million) of loans to its subsidiaries and associates. The interest
charged on the loans was 2.5% per annum and the amount charged for the period
was £66,862 (2023: £40,075). See note 21.
During the year the Company had an outstanding payable of £1.1 million (2023:
£1.1 million) due to its wholly owned subsidiary, Onshore Energy Limited. See
note 23.
As at 30 June 2024 amounts receivable and payable from and to subsidiary
undertakings was as follows:
Company 2024 2023
£000 £000
Techmin Limited 301 558
Onshore Energy Limited (1,102) (1,087)
Emperium 1 Holdings Corporation 429 298
Technology Minerals Idaho Limited 471 461
Technology Minerals Cameroon 518 241
LRH Resources Ltd 547 362
Asturmet Recursos S.L. 808 531
Cornish Battery Metals Ltd 13 -
1,985 1,364
30. Notes supporting statement of cashflows
Significant non-cash transactions from financing activities are as follows:
2024 2023
£000 £000
Conversion of loan notes to equity 420 1,060
See note 24 for further information.
30. Notes supporting statement of cashflows (continued)
Reconciliation of net cash flow to movement in net debt
Group 2024 2023
£000 £000
Cash and cash equivalents 15 318
Borrowings (3,605) (1,557)
Net debt (3,590) (1,239)
(303) (53)
Net (decrease)/increase in cash and cash equivalents in the period
Cash inflow from increase in borrowings (3,944) (2,675)
Other non-cash changes 1,476 58
Conversion of borrowing to equity 420 1,060
Change in net debt resulting from cashflows (2,351) (1,610)
Net debt at the start of the year (1,239) 371
Net debt at the end of the year (3,590) (1,239)
Other non-cash changes relate to the recognition and movement of the embedded
derivative and the fair value of the warrants granted in relation to
convertible loan notes.
31. Prior year adjustments
In the prior year financial statements, loans provided to the Group's
associate, Recyclus Group, were fully recognised as a loan to associate and
measured at amortised cost using the mark up rate of 2.5%, which was deemed to
be at market rate. No equity component of the loans was identified or
accounted for.
During the current financial year, it was determined that a portion of these
loans should have been recognised as equity in the associate due to the
material difference between the company's borrowing rate, as noted below, and
the mark up rate of 2.5% and considering the change in management's decision
in the current year not to acquire the remaining shares of the Recyclus Group.
Consequently, a change in the accounting treatment was made to ensure the
financial statements more accurately reflect the substance of the arrangements
and current intention of not to acquire the remaining share of Recyclus.
This updated treatment has been applied retrospectively, and prior period
figures for the years ended 30 June 2022 and 2023 have been restated to
reflect the recognition of the equity component of the loans, as further
explained below.
30 June 2022: A portion of the loan amounting to £911k, was reclassified as
equity using a 12% discount rate, which represented the Group's estimated cost
of equity for that period. This equity portion was reduced to nil by the
recognition of a part of the Group's share of the loss in Recyclus Group.
30 June 2023: A portion of the loan, amounting to £736k, was reclassified as
equity using a 20% discount rate, representing the Group's estimated cost of
equity for that period. This equity portion was reduced to nil by the
recognition of a part of the Group's share of the loss in Recyclus Group.
Additional finance income of £339k was recognised reflecting the unwinding of
the 12% and 20% discount rate. The £1,308k adjustment is the aggregate of
FY2022 and FY2023.
31. Prior year adjustments (continued)
The retained earnings, investment and loan balances in the associate for prior
periods have been adjusted to reflect the equity component and the share of
loss in the associate as of 30 June 2022 and 30 June 2023. The impact of these
adjustments is summarised below:
Year ended 30 June 2023
Previous Restated
2023 Adjustment 2023
£000 £000 £000
Non-current assets
Property, plant and equipment 4 - 4
Intangible assets 15,789 - 15,789
Financial assets 1,221 - 1,221
Investment in associates - - -
Loans to associates 6,493 (1,308) 5,185
Total non-current assets 23,507 (1,308) 22,199
Current assets
Trade and other receivables 81 - 81
Cash and cash equivalents 318 - 318
Current assets 399 - 399
Total assets 23,906 (1,308) 22,598
Current liabilities
Trade and other payables 438 - 438
Borrowings - - -
Total current liabilities 438 - 438
Non-current liabilities
Borrowings 1,557 - 1,557
Derivative financial liability 230 - 230
Total non-current liabilities 1,787 - 1,787
Total liabilities 2,225 - 2,225
Net assets 21,681 (1,308) 20,373
Equity
Share Capital 1,513 - 1,513
Share Premium 21,860 - 21,860
Warrants reserve 1,499 - 1,499
Share-based payments reserve 2,218 - 2,218
Foreign exchange reserve 28 - 28
Accumulated deficit (5,451) (1,308) (6,759)
Equity attributable to owners of the parent 21,667 (1,308) 20,359
Non-controlling interests 14 - 14
Total equity 21,681 (1,308) 20,373
31. Prior year adjustments (continued)
Prior Year Adjustment (continued)
Year ended 30 June 2022 Previous Adjustment Restated
2022 2022
£000 £000 £000
Non-current assets
Property, plant and equipment 5 - 5
Intangible assets 15,409 - 15,409
Financial assets 1,221 - 1,221
Investment in associates - - -
Loans to associates 4,538 (911) 3,627
Total non-current assets 21,173 (911) 20,262
Current assets
Trade and other receivables 67 - 67
Cash and cash equivalents 371 - 371
Current assets 438 - 438
Total assets 21,611 (911) 20,700
Current liabilities
Trade and other payables 602 - 602
Borrowings 21 - 21
Total current liabilities 623 - 623
Total liabilities 623 - 623
Net assets 20,988 (911) 20,077
Equity
Share Capital 1,271 - 1,271
Share Premium 19,770 - 19,770
Warrants reserve 1,420 - 1,420
Share-based payments reserve - - -
Foreign exchange reserve 30 - 30
Accumulated deficit (1,529) (911) (2,440)
Equity attributable to owners of the parent 20,962 - 20,051
Non-controlling interests 26 - 26
Total equity 20,988 (911) 20,077
32. Events occurring after the reporting date
On 30 August 2024, the Company entered into a heads of agreement with BlueBird
Metals LLC under which it was agreed, subject to conditions precedents, that
BlueBird Metals would pay for the U$184,000 to meet the cost of renewing the
licences and would keep the licences in good standing, as consideration for
which, it was agreed Bluebird Metals would receive an additional 70% interest
in the Idaho projects. The Company will retain 20% interest in the asset and
will incur a loss on disposal of £5.9 million.
On 4 October 2024, the Company incorporated a new subsidiary, Technology
Minerals (Ireland) Limited into which it is intended to transfer title to the
Group's Asturmet Ni-Cu-Co Project, N. Spain
On 24 November 2024, the Group signed an agreement to sell its Irish Lithium
assets in return for stock in NASDAQ-listed Critical Metals Corp. , such
shares being available for sale from 28 February 2025. The gross amount of the
sale before introducer commission, settlement of joint venture partner
interests and other related obligations is US$10 million.
Following the year-end, the Company issued such number of Ordinary shares as
is set out in the table below in settlement of conversion notices received
from its CLN holder, Atlas Capital Markets LLC.
Date Price No. Shares
1 July /2024 £0.003293 27,328,958
22 July 2024 £0.002442 36,855,036
17 September 2024 £0.001596 31,328,320
15 October 2024 £0.001000 99,854,656
195,366,656
33. Ultimate controlling party
The company does not have a single controlling party.
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