REG - Technology Minerals - Full Year Results
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RNS Number : 5516Y Technology Minerals PLC 30 March 2026
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.
30 March 2026
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 UK listed company focused on
creating resource and manufacturing resilience through a sustainable circular
economy for battery metals and other critical resources, announces full year
results for the 12-month period ended 30 June 2025. During the reporting
period and post year end to date, Technology Minerals has set the conditions
for the augmentation of its strategy and an improved capital structure in the
forthcoming period, in particular by:
· Reaching conditional settlements with Atlas and Jonathan Swann,
agreed on previously announced terms, that will enable a material positive
adjustment to TM1's balance sheet.
· Agreeing positive amended terms for the inter-company loan with
Recyclus Group Ltd ("Recyclus") that provide Technology Minerals with board
representation, security and interest.
· Raising £350,000 before expenses by the issue of 350 million
ordinary shares at £0.001 per share from investors including Nick Bridle and
Mick Cataldo.
· Progressing the appointment of Nick Bridle and Mick Cataldo, to be
confirmed shortly, as non-executive directors. The board has been working with
them to develop options for additional operational verticals.
Technology Minerals plc
● Completed sale of Leinster Lithium Property ("Leinster") to
European Lithium Limited ("European Lithium"), settled through the transfer of
1.37 million shares in Critical Metals Corp ("CRML").
● Advanced exploration portfolio, with 14 new high priority targets
(including rare earths) at the Cameroon project alongside continued
encouraging assessments of the Asturmet Project in Spain.
Recyclus, a 48.35% Technology Minerals owned subsidiary company
● Increased production at UK's first industrial scale lithium ion
("Li-ion") battery recycling facility via series of customer wins.
● Secured major commercial agreements, including a £2 million
contract with a global industrial group and recycling partnerships with Ocado
and Halfords Group plc ("Halfords").
● Signed black mass offtake agreement with Glencore plc
("Glencore"), with first deliveries to Europe commencing in March 2025. This
agreement was renewed in the post year end period and is currently surpassing
the contracted 20 tonnes a month.
● Delivered specialist recycling projects, including the safe
processing of fire-damaged batteries from EV OEM and 4,000 battery modules for
a leading engineering firm.
● Secured first order of LiBox containers under supply agreement
with Ministry of Defence ("MoD").
● Established new Discharge and Dismantle Unit which became
operational, generating cost savings by eliminating requirement for third
party processing.
● Awarded £50,000 by the government backed Clean Futures
Accelerator Programme to develop recycling process for lithium thionyl
chloride ("LTC") batteries.
Post year end
● Recyclus achieved a key milestone with its first month of positive
cash flow in July 2025 and record revenues in December 2025, although in the
year to 30 June 2025 a loss was posted.
● On 17 July 2025, Recyclus' 100% owned subsidiary, LiBatt Recycling
Ltd, joined consortium with Jaguar Land Rover ("JLR"), Mint Innovation and
WMG, University of Warwick ("WMG"), to accelerate UK Li-ion battery recycling
innovation. 50% of the £8.1m funding is funded by Department for Business and
Trade ("DBT").
● On 4 August 2025, Recyclus secured £1.1 million loan agreement
with Close Brothers enabling it to operate without additional support from
Technology Minerals.
● In January 2026, Technology Minerals Plc raised £350,000 before
expenses by the issue of 350 million ordinary shares at £0.001 per share.
● In January 2026, Technology Minerals announced the intention to
appoint Nick Bridle and Mick Cataldo to join the Board as non-executive
directors.
● In March 2026, the Company announced that it had agreed amended
terms for the inter-company loan agreement with Recyclus.
Alex Stanbury, Chief Executive Officer of Technology Minerals, said:
"Technology Minerals remains committed to advancing early-stage critical metal
exploration projects in a disciplined and capital-efficient manner. There has
been significant progress at Recyclus, which has established a leading
position in the UK Li-ion battery recycling market, securing an expanding
client base of customers. With growing revenues from gate fees and the sale of
black mass, Recyclus is well positioned to scale its operations and capture
the significant opportunities emerging in the battery recycling sector.
"Looking ahead, we will focus on advancing the Company's exploration portfolio
alongside our strategic holding in Recyclus, while also identifying new
opportunities for growth through the broader implementation and expanded use
of circular economy processes. This is an area of expected growth, driven by
the need for greater national resource resilience, increasing demand for
Li-ion batteries, and the accelerating pace of technological advancement."
Enquiries
Technology Minerals Plc
Robin Brundle, Executive Chairman c/o +44 (0)20 4582 3500
Alex Stanbury, Chief Executive Officer
Fortified Securities (Lead Broker)
Guy Wheatley +44 (0)20 3411 7773
Oberon Investments Limited (Joint 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 progressed its strategy of building a fully circular
economy for critical battery metals through a dual focus on mineral
exploration and Li-ion battery recycling.
The Company continued to advance its portfolio of early-stage exploration
projects, with the aim of increasing their value and positioning them to
attract larger partners or buyers for future development. Although overall a
loss was posted for Recyclus for the year, the Company's pioneering battery
recycling business, there was excellent progress with Recyclus securing new
contracts, delivering strong revenue growth, and reaching a key milestone of
its first month of positive cash flow in July 2025, all of which brings
Recyclus closer to long-term sustainability.
This twin-track approach aims to optimise the supply of critical minerals at
all stages of the lifecycle, both through the Group's exploration portfolio
and by addressing the ecological issues presented by battery waste.
Exploration Portfolio
Technology Minerals' portfolio, with projects located in Cameroon, Spain, and
the USA, is focused on critical metals essential to the global shift to
electrification, net zero and defence, at a time of increasing urgency for
greater national resilience in critical resources. By advancing early-stage
projects in a capital-efficient way, the Company is able to unlock value
through sales and partnerships while minimising the financial and dilutionary
costs often faced in the sector.
In February 2025, Technology Minerals completed the sale of the Leinster
licences to European Lithium. The transaction was effected through the sale of
100% of the issued share capital of LRH to European Lithium and was settled
through the transfer of 1,371,742 shares in Critical Metals Corp. Following
settlements with third parties Technology Minerals retained 861,833 CRML
shares. The completion of this transaction reflects the Company's strategy of
identifying and advancing early-stage projects, with a view to creating
opportunities for value realisation through sales or partnerships. Technology
Minerals has now sold most of its shareholding in CRML received as
consideration for the sale.
Progress continues across the Company's exploration portfolio. At the 100%
owned Cameroon Project, the TMC Project, recent analysis identified 14 new
mineralised targets across 2,456km² of granted permits. Conducted in the
context of recent substantial discoveries of rutile and rare earth elements
("REEs") by Lion Rock Minerals (ASX:LRM) near the Company's licence areas, a
comprehensive regional data review undertaken by Aurum Global Exploration
identified key targets including REE-monazite systems, as well as uranium,
gold, copper, lithium, niobium, tantalum, and rutile.
The permits lie in the same geological belt as the world-class Nkamouna
nickel-cobalt laterite deposit, and as such are considered prospective for
this style of mineralisation. Technology Minerals will progress to on-ground
exploration to validate the high-potential targets, with field programmes now
being advanced to define drill-ready targets.
The Group also continues to assess the potential at its Asturmet Project in
Spain which has previously delivered encouraging results, with high-grade
copper, cobalt and nickel samples supporting the case for further exploration
by way of drilling.
Post the year end, on the 30 August 2025, the Company entered into a heads of
agreement by which Bluebird Metals LLC ("Bluebird") agreed to pay the annual
2025 - 2026 Bureau of Land Management (BLM) licences fees on the Company's
Emperium and Blackbird Creek projects in Idaho for a further 10% interest in
them, taking Bluebird's interest up to 90%.
Generating capacity for battery recycling
Wolverhampton Li-ion battery recycling plant
Recyclus made strong progress at its Wolverhampton industrial-scale Li-ion
battery recycling facility, the first of its kind in the UK. Production ramped
up significantly over the year, supported by new contract wins, growth from
existing customers, and securing its largest contract to date.
In November 2024, Recyclus secured a partnership with Halfords to recycle
waste Li-ion e-mobility batteries, followed in January 2025 by an agreement
with Ocado to recycle spent batteries as part of Ocado's ongoing maintenance
programme and use Recyclus' proprietary Li-ion battery storage and
transportation boxes, LiBox.
Also in January 2025, Recyclus completed a programme to recycle fire-damaged
Li-ion batteries from an EV OEM, which required dismantling by Recyclus'
specialist high voltage team before being fast tracked to the recycling team.
This partnership strongly validated Recyclus' expertise in addressing complex
requirements surrounding compromised battery waste in a safe and sustainable
manner, in addition to its flagship end-of-life battery recycling capacity.
In the same month, Recyclus won its first contract to recycle batteries
sourced from overseas (as well as the UK) from a global automotive company
following a battery recall programme by the customer. In April 2025, Recyclus
announced its largest contract win to date, a 12 month agreement with a global
industrial group worth up to £2 million.
Black mass offtake agreement with Glencore
The plant also continued to refine its black mass generation process, steadily
increasing throughput throughout the year, and commenced generating revenue
from the sale of recycled black mass. In December 2024, Recyclus signed a
black mass offtake agreement with Glencore plc, one of the world's largest
globally diversified natural resource companies. Following a successful
100-tonne trial delivering black mass to Glencore's European network and
operations, current throughput is above the minimum 20 tonnes per month
initially agreed.
The agreement represents Recyclus' strategy to sell black mass to multiple key
geographic partners as it continues to build its inventory of the material and
emphasises the company's international reach and growing reputation in the
field.
Alongside the new contracts, a new Discharge and Dismantle Unit is now
operational and processing inventory, enhancing operational efficiency and
reduces costs by enabling on-site EV battery discharge and disassembly,
eliminating the need for third party processing. Recyclus' management is also
evaluating the installation of additional plant equipment at the Wolverhampton
facility to enhance the separation of aluminium and copper, thereby increasing
the potential value recovered from product fractions.
LiBox Storage and Transportation
Recyclus continued to expand deployment of its UN-certified and ADR compliant
LiBox containers for the safe transportation and storage of hazardous battery
materials. In October 2024, the company delivered its first order of LiBox
containers under its supply agreement with the Ministry of Defence. The
previous month, 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. Recyclus continues to receive enquiries from potential customers
as the LiBox containers are another differentiator forming a key part of
Recyclus' comprehensive battery recycling solution.
Recycling lithium thionyl chloride ("LTC") batteries
Recyclus, in partnership with Coventry University, has developed and it is
scaling up a safe and scalable recycling process for lithium thionyl chloride
batteries. Utilised in a wide range of critical applications including
infrastructure and energy, there is currently no established method of
recycling LTC batteries in Europe. As a result, the sector must depend on
export or accumulate stockpiles of hazardous waste. Recyclus' solution
presents significant economic and sustainability opportunities. Recyclus was
awarded £50,000 in government funding by the Clean Futures Accelerator
Programme, headed by Catapult Connected Places, the UK's innovation
accelerator for cities, transport, and place leadership. The grant was equally
matched by Recyclus, bringing the project to a total value of £100,000.
Financial Review
The Group had a successful year in selling its Irish lithium assets which
evidences its incubator model for developing its exploration assets and
selling them where this is in shareholders' interests. The Company issued
1.19 billion new shares to provide cash and to settle certain obligations
including repayments to its Convertible Loan Note ("CLN") holders.
At the date of this report £5.7 million including accrued interest is owed to
CLN holders and at year end the amount drawn was £2.5 million. Since the year
end, on 15 January 2026, under a funding agreement with Fortified Securities
Ltd, the Company raised £350,000 before expenses by the issue of 350 million
shares at £0.001 per share. Each subscription share will be issued with one
warrant attached, exercisable at the Placing Price and with a term of 60
months. In accordance with this agreement, and Fortified Securities Ltd are
seeking to raise a further minimum funding of £3 million, with a target of
£4 million, in a share placing in which regard the Company is proposing to
issue a prospectus, which is at an advanced stage with the FCA, to provide
authority for it to issue new shares in respect of loan conversions as well as
for additional funding. Should less than the target funding be achieved, the
Company has identified discretionary expenditures which can be deferred or
cancelled.
The Company further announced that it and Fortified Securities have
successfully agreed settlement terms with Jonathan Swann ("Swann") and Atlas
Special Opportunities II, LLC ("ACM") in respect of their convertible
instruments, whereby:
- Swann's settlement of £3.3 million is settled by £0.5m in cash, up
to £2.5m (or 24.99%) in shares, and the balance as a 24-month secured term
loan at 8%, with no conversion rights.
- ACM settlement of £1.7 million is settled by £1.5m in cash and
£0.2m in shares under the proposed placing.
The settlements with Swann and Atlas were conditional upon the following:
· the Company securing placing letters by 20 March 2026 for a placing
to provide funds to satisfy settlement sums due in cash plus providing 12
months working capital for the Company (the "Anticipated Placing"); and
· the shares associated with the Anticipated Placing being admitted to
trading by 30 April 2026.
Following the publication of the Annual Report and Accounts and the
readmission of the Company's shares to trading, the Company will focus efforts
to finalising the settlement with Swann and ACM and will update the market in
due course.
The above proposed funding and settlement with major CLN holders has put the
Group on a stronger footing, which management believes will be welcomed by
shareholders.
As noted elsewhere, Recyclus continues to show good progress in establishing
itself as the first industrial scale UK lithium-ion recycling company and, as
agreed with the Company, it secured £1.1 million of separate funding to add
to cash flows now being generated.
In prior financial years, management exercised carefully considered judgement
in classifying Recyclus, in which holds a 48.35% interest, as an "associate".
This treatment was subsequently reviewed by the Corporate Reporting Review
Team of the FRC as part of a limited scope review of the Company's Annual
Report and Accounts for the year ended 30 June 2023. Following that review,
the Company reconsidered its assessment in this highly judgemental area
regarding the classification of Recyclus as an associate.
As a result of this reassessment, management concluded that Recyclus is
controlled by the Company, notwithstanding that the Company's ownership
interest in Recyclus remains unchanged at 48.35%. The revised accounting
treatment is set out in Note 5 to the Financial Statements. This includes
consolidation of Recyclus' results into those of the Group and the
corresponding adjustments to prior years, including those relating to the
Company's loans to Recyclus.
The Group's loss for the year was £13.6 million (2024: £7.5 million
(restated)), of which administrative charges were £5.0 million (2024: £5.1
million (restated)). The largest factor in the higher loss in the year was in
respect of the sale of 70% of the Group's interest in its Idaho copper cobalt
project of £7.0 million, offset by a gain of £0.4 million in respect of the
sale of the Group's Irish lithium assets. Cash at year end was £0.1 million
(2024: £0.2 million).
At the year end, the Company's net assets of £6.8 million (2024: £16.8
million (restated)) exceeded those of the Group of (£0.4) million (2024:
£11.9 million (restated)) primarily due to the elimination on consolidation
of loans made to Recyclus.
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 continues to consider 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. In addition, management believes that the proposed significant
funding being arranged with Fortified Securities mean the Group will be well
placed for the future.
Post period
In July 2025, Recyclus achieved its first month of positive cash flow, as
announced on 8 September 2025, marking a key step towards achieving
operational sustainability. December 2025 was the strongest month on record in
terms of revenue.
Also in July 2025, Recyclus' 100% owned subsidiary, LiBatt Recycling Ltd,
joined a consortium with Mint Innovation, JLR and WMG, University of Warwick
to launch Project COMET. Backed by £8.1m investment, jointly funded by the
Department for Business and Trade through the Advanced Propulsion Centre UK
and by the project partners themselves, who are collectively contributing 50%
of the total programme spend, this three-year initiative will develop black
mass separation capability in the UK, strengthening the UK EV manufacturing
supply chain and creating jobs in a sustainable industry.
In August 2025, Recyclus secured a £1.1 million loan agreement with Close
Brothers Group plc, strengthening its financial stability and ensuring it can
sustainably operate without requiring additional support from Technology
Minerals.
In August 2025, BlueBird Metals LLC acquired a further 10% in the Group's
Idaho projects taking its total interest up to 90%.
In January 2026, the Company raised £350,000 before expenses by the issue of
350 million ordinary shares at £0.001 per share. Each share has a warrant
attached, with an exercise price of £0.001 per share.
Additionally, in January 2026, the Company successfully agreed settlement
terms with Jonathan Swann and Atlas Special Opportunities II, LLC ("Atlas") in
respect of their convertible instruments, the terms of which have been
previously announced.
On 5 March 2026, the Company announced that it had entered into a binding
letter of intent with Recyclus, which constituted a related party transaction
and which set out the principal terms of a new loan agreement ("the New
Agreement") to be entered into, replacing the previous loan agreement between
the parties, dated February 2022.
The New Agreement provides that the loan will have a seven (7) year term and
will be secured by a second ranking charge over the assets of Recyclus and its
subsidiaries.
The loan will accrue an increasing rate of interest during the term of the
loan.
The interest rates are: 2.5% in the first year; the Bank of England base rate
in year two and three; Bank of England base rate +1% in year four; Bank of
England base rate +2% in Year five; and Bank of England base rate +3% the
following years. Recyclus will receive a £0.5 million early repayment
discount should it repay the outstanding loan balance within three (3) years
from the date of the New Agreement.
Interest on the loan will accrue at the aforementioned rates from the date of
the New Agreement, to be paid on or before the last day of each month. No
repayment of any interest thereon shall be due until the first anniversary of
the New Agreement, and no repayment of the principal shall be due until the
second anniversary of the New Agreement. In the event of a default that is not
remedied within 45 days, additional default interest shall apply.
Under the terms of the New Agreement, the Company has the right to appoint and
maintain one director to the Recyclus Board. Nick Kounoupias, Non-Executive
Director of Technology Minerals, is the Company's nomination to join the
Recyclus Board as the Company's representative, such appointment to be subject
to approval of the Recyclus Board. If the number of directors at Recyclus
increases, Technology Minerals has the right to appoint further directors
pro-rata.
Board Changes
In January 2026, Technology Minerals announced the intention to appoint Nick
Bridle and Mick Cataldo to join the Board as non-executive directors. The
appointments will be effective following completion of relevant customary due
diligence checks by the Company's advisers and are to be confirmed shortly.
Nick Bridle and Mick Cataldo have been in discussions with the Company for
several months in relation to opportunities for the Company and its projects.
Together, both bring extensive Defence and National Security pedigree, with
deep experience spanning the Armed Forces, expeditionary operations,
defence-related infrastructure, logistics and complex operational systems -
areas with a published need for critical resilience of production processes
(including manufacturing and raw products used within defence equipment).
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
Technology Minerals remains focused on advancing early-stage critical metal
exploration projects in a disciplined and capital-efficient manner. The
completion of the Leinster sale demonstrates the Company's ability to realise
value from the portfolio, while the projects in Cameroon, Spain and the USA,
continue to show potential for future value creation.
Recyclus has established a leading position in the UK Li-ion battery recycling
market, with an increasing number of high-quality customers, achieving its
first monthly positive cash flow in July 2025 and record revenues in December
2025. With increasing revenues from gate fees and the sale of black mass, the
business is well positioned to scale operations further and capture the
significant opportunity in battery recycling.
Looking ahead, the Company will continue to focus on value creation through
both its exploration portfolio and recycling. As explained in Note 5,
following the limited scope review of the Company's Annual Report for the year
ended 30 June 2023 by the Corporate Reporting Review Team of the FRC, the
Company has for the first time consolidated the Recyclus Group into its annual
accounts for the year ended 30 June 2025, and have restated the prior year
accounts on the same basis. The Company's interest in Recyclus Group remains
unchanged at 48.35%. This holding in Recyclus represents significant embedded
value for shareholders as the business ramps up its operations and expand its
customer base. With the encouraging potential of the Company's exploration
portfolio and the strong momentum at Recyclus, Technology Minerals enters the
next phase of its development from a position of strength, focused on creating
long-term sustainable value.
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 2025
2025 Restated*
2024
Notes £000 £000
Revenue 1,499 547
Cost of sales (358) (242)
Gross profit 1,141 305
Administrative expenses 7 (4,983) (5,138)
Impairment of intangible assets 17 (310) (163)
Impairment of financial instruments 25 (919) (1,188)
Operating loss (5,071) (6,184)
Other income 10 343 370
Net foreign exchange gains/(losses) 26 (14)
Loss on partial sale of a subsidiary 12 (7,011) -
Gain on sale of a subsidiary 433 -
Loss before financing and income tax (11,280) (5,828)
Net finance costs 11 (2,162) (1,678)
Loss on change in value of a FVTPL financial asset 13 (134) -
Loss before taxation from continuing operations (13,576) (7,506)
Income tax 14 - -
Loss for the period from continuing operations (13,576) (7,506)
Profit/(loss) on discontinued operations, net of tax - 13
Loss for the year (13,576) (7,493)
Attributable to:
Equity holders of the Company (12,644) (6,292)
Non-controlling interests 32 (932) (1,201)
Loss for the year (13,576) (7,493)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences arising on translation of foreign operations (12) 6
Total comprehensive loss for the period (13,588) (7,487)
Attributable to:
Equity holders of the Company (12,656) (6,286)
Non-controlling interests (932) (1,201)
Total comprehensive loss for the period (13,588) (7,487)
Basic and diluted Earnings per share in pence attributable to owners of the
Company from:
Total operations (restated) 15 (0.61)p (0.41)p
Discontinued operations 15 - -
The accompanying notes form an integral part of these consolidated financial
statements.
Consolidated Statement of Financial Position
AS AT 30 JUNE 2025
30 June Restated* Restated*
2025 30 June 2024 1 July 2023
Notes £000 £000 £000
Non-current assets
Property, plant and equipment 16 3,406 3,593 3,082
Right of use asset 16 797 923 1,050
Intangible assets 17 6,633 15,253 15,871
Financial assets 18 30 30 1,221
Investment in associate 20 293 - -
Total non-current assets 11,159 19,799 21,224
Current assets
Assets held for sale 22 - 905 -
Inventory 23 - 120 150
Trade and other receivables 24 667 762 399
Financial assets held at FVTPL 25 189 - -
Cash and cash equivalents 26 104 23 379
Current assets 960 1,810 928
Total assets 12,119 21,609 22,152
Current liabilities
Liabilities directly associated with the assets held for sale 22 - 27 -
Trade and other payables 27 4,816 2,444 905
Lease liability 28 120 114 108
Borrowings 29 6,237 3,896 298
Total current liabilities 11,173 6,481 1,311
Non-current liabilities
Lease liability 28 728 849 963
Borrowings 29 - 1,874 1,933
Derivative financial liability 29 619 549 230
Total non-current liabilities 1,347 3,272 3,126
Total liabilities 12,520 9,753 4,437
Net (liabilities)/assets (401) 11,856 17,715
Equity
Share Capital 30 2,794 1,609 1,513
Share Premium 30 22,528 22,311 21,860
Warrants reserve 31 761 761 1,499
Convertible loan reserve 295 297 -
Share-based payments reserve 31 2,280 2,320 2,218
Foreign exchange reserve 6 34 28
Accumulated deficit (25,377) (12,723) (7,851)
Equity attributable to owners of the parent 3,287 14,609 19,267
Non-controlling interests 32 (3,688) (2,753) (1,552)
Total equity (401) 11,856 17,715
*See note 36
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2025
Restated
Share capital Share Premium Warrants Convertible loan reserve Share-based payments reserve Foreign exchange reserve Restated Accumulated deficit Equity attributable to owners of the parent Restated Non-controlling interests Restated
reserve Total
Equity
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 July 2023 (as previously restated) 1,513 21,860 1,499 - 2,218 28 (6,759) 20,359 14 20,373
Prior year' adjustments (see note 36) - - - - - - (1,092) (1,092) (1,566) (2,658)
Balance at 1 July 2023 (restated) 1,513 21,860 1,499 - 2,218 28 (7,851) 19,267 (1,552) 17,715
Loss for the year - - - - - - (6,292) (6,292) (1,201) (7,493)
Exchange gain on translation of foreign operations - - - - - 6 - 6 - 6
Total comprehensive loss for the year - - - - - 6 (6,292) (6,286) (1,201) (7,487)
Issue of share capital 96 483 - - - - - 579 - 579
Warrants issued - - 682 - - - - 682 - 682
Warrants exercised and lapsed - - (1,420) - - - 1,420 - - -
Issue of convertible loans - (32) - 297 - - - 265 - 265
Share-based payment charge - - - - 102 - - 102 - 102
Balance at 30 June 2024 (restated) 1,609 22,311 761 297 2,320 34 (12,723) 14,609 (2,753) 11,856
Loss for the year - - - - - - (12,644) (12,644) (932) (13,576)
Exchange loss on translation of foreign operations - - - - - (12) - (12) - (12)
Total comprehensive loss for the year - - - - - (12) (12,644) (12,656) (932) (13,588)
Disposal of Subsidiary - - - - - (16) (101) (117) (3) (120)
Issue of share capital 1,185 217 - - - - - 1,402 - 1,402
Warrants exercised and lapsed - - - - (91) - 91 - - -
Share-based payment charge - - - - 51 - - 51 - 51
Settlement of convertible loans - - - (2) - - - (2) - (2)
Balance at 30 June 2025 2,794 22,528 761 295 2,280 6 (25,377) 3,287 (3,688) (401)
The accompanying notes form an integral part of these consolidated financial
statements.
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2025
2025 Restated
2024
Notes £000 £000
Cash flows from operating activities
Loss before tax from continuing operations (13,576) (7,506)
Profit/(loss) from discontinued operations - 13
Loss before tax (13,576) (7,493)
Adjustments for:
Depreciation 16 360 242
Lease - 37
Loss/(gain) on derivative financial liability 11 313 228
Finance charges 11 1,849 1,450
Loss on Revaluation of FVTPL instruments 13 134 -
Gain on sale of subsidiary 12 (433) -
Loss on partial sale of subsidiary 12 7,011 -
Share option charge 31 45 102
Impairment loss 19 1,229 1,351
Foreign exchange movements (26) 14
Net cashflow before changes in working capital (3,094) (4,069)
Movement in inventory - 30
Movement in receivables (449) (402)
Movement in payables 1,923 1,428
Net cash used in operating activities (1,620) (3,013)
Cash flows from investing activities
Purchase of property, plant and equipment 16 (47) (627)
Purchase of intangible assets 17 (20) (442)
Proceeds from sale of investment 1,001 -
Net cash generated from/(used in) investing activities 934 (1,069)
Cash flows from financing activities
Issue of share capital 250 -
Proceeds from exercise of warrants - 133
Proceeds of borrowing 29 1,753 4,388
Repayment of borrowings, including interest (1,236) (475)
Cost of procuring convertible loan notes - (320)
Net cash generated from financing activities 767 3,726
Net change in cash and cash equivalents during the period 81 (356)
Cash at the beginning of period 23 379
Cash and cash equivalents at the end of the period 104 23
See note 35 for significant non-cash transactions and reconciliation of net
debt.
The accompanying notes form an integral part of these consolidated financial
statements.
Company Statement of Financial Position
AS AT 30 JUNE 2025
Notes 2025 Restated* Restated*
2024 1 July 2023
£000 £000 £000
Non-current assets
Property, plant and equipment 16 1 3 2
Investment in subsidiaries 19 6,740 14,300 14,905
Investment in associates 20 293 - -
Trade and other receivables 24 1,663 3,087 1,365
Financial investments FVTOCI 18 30 30 1,219
Financial instruments FVTPL 25 7,293 6,518 5,336
Total non-current assets 16,020 23,938 22,287
Current assets
Asset held for sale 22 - 605 -
Trade and other receivables 24 74 423 81
Financial instruments FVTPL 25 189 - -
Cash and cash equivalents 26 - 1 -
Current assets 263 1,029 81
Total assets 16,283 24,967 22,908
Current liabilities
Trade and other payables 27 2,892 1,491 402
Borrowings 29 4,882 3,109 -
Total current liabilities 7,774 4,600 402
Non-current liabilities
Trade and other payables 27 1,124 1,102 -
Borrowings 29 - 1,874 1,557
Derivative financial liability 29 619 549 230
Total non-current liabilities 1,743 3,525 1,787
Total liabilities 9,517 8,125 2,189
Net assets 6,766 16,842 20,719
Equity
Share Capital 30 2,794 1,609 1,513
Share Premium 30 22,528 22,311 21,860
Warrants reserve 31 761 761 1,499
Convertible loan reserve 295 297 -
Share-based payments reserve 2,280 2,320 2,218
Accumulated deficit (21,892) (10,456) (6,371)
Total equity 6,766 16,842 20,719
*See note 36
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 2025 were £11.5m (2024 as restated: £5.5m
loss).
These financial statements were approved and authorised for issue by the Board
of Directors on 27 March 2026 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 these consolidated financial
statements.
Company Statement of Changes in Equity
AS AT 30 JUNE 2025
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 2023 1,513 21,860 1,499 - 2,218 (6,522) 20,568
Prior year adjustment - - - - - 151 151
Balance at 1 July 2023 (as restated) 1,513 21,860 1,499 - 2,218 (6,371) 20,719
Loss for the year (restated) - - - - - (5,504) (5,504)
Total comprehensive loss for the period (restated) - - - - - (5,504) (5,504)
Issue of share capital 96 483 - - - - 579
Warrants issued - - 682 - - - 682
Warrants exercised - - (1,420) - - 1,420 -
Issue of convertible loans - (32) - 297 - - 265
Share-based payment charge - - - 102 - 102
Balance at 30 June 2024 (restated) 1,609 22,311 761 297 2,320 (10,455) 16,843
Loss for the year - - - - - (11,522) (11,522)
Total comprehensive loss for the period - - - - - (11,522) (11,522)
Issue of share capital 1,185 217 - - - - 1,402
Warrants exercised and lapsed - - - - (91) 85 (6)
Share-based payment charge - - - - 51 - 51
Settlement of convertible loans - - - (2) - - (2)
Balance at 30 June 2025 2,794 22,528 761 295 2,280 (21,892) 6,766
The accompanying notes form an integral part of these consolidated financial
statements.
Company Statement of Cash Flows
AS AT 30 JUNE 2025
2025 Restated
2024
Notes £000 £000
Cash flows from operating activities
Loss before taxation (11,522) (5,505)
Adjustments for:
Depreciation 16 1 1
Finance income (349) (381)
(Gain)/loss on derivative financial liability 11 313 228
(Gain)/loss on Financial asset FVTPL 13 (179) 1,359
Finance charges 11 1,611 1,182
Share option charge 51 102
Impairment loss 19 1,287 1,189
Management fees charged to group companies (228) (423)
Loss on sale of investment in subsidiary 7,268 -
Foreign exchange movements (4) 1
Net cashflow before changes in working capital (1,751) (2,247)
Movement in receivables (63) (356)
Movement in payables 1,021 884
Net cash used in operating activities (793) (1,719)
Cash flows from investing activities
Purchase of property plant and equipment 16 - (2)
Loans to subsidiaries (449) (2,355)
Proceeds from sale of investment 1,001 -
Net cash generated from/(used in) investing activities 552 (2,357)
Cash flows from financing activities
Issue of share capital 30 250 -
Proceeds from exercise of warrants 31 - 133
Proceeds of borrowing 29 400 4,335
Repayment of borrowings (122) -
Finance expense 11 (268) (71)
Cost of borrowing (20) (320)
Net cash generated from financing activities 240 4,077
Net change in cash and cash equivalents during the period (1) 1
Cash at the beginning of period 1 -
Cash and cash equivalents at the end of the period 26 - 1
See note 35 for significant non-cash transactions and reconciliation of net
debt
The accompanying notes form an integral part of these 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, as at 30 June 2025, £0.5 million had been converted
into Ordinary shares in the Company. As at the date of this report, £0.7
million had been converted into Ordinary shares in the Company.
On 15 January 2026, under a funding agreement with Fortified Securities Ltd,
the Company announced that it had raised £350,000 before expenses by the
issue of 350 million shares at £0.001 per share. Each subscription share will
be issued with one warrant attached, exercisable at the Placing Price and with
a term of 60 months.
In accordance with this agreement, the Company and Fortified Securities Ltd
are seeking to raise a further minimum funding of £3 million in a share
placing in which regard the Company is proposing to issue a prospectus, which
is at an advanced stage with the FCA, to provide authority for it to issue new
shares in respect of loan conversions as well as for additional funding.
The Company further announced that it and Fortified Securities Ltd have
successfully agreed settlement terms with Jonathan Swann ("Swann") and Atlas
Special Opportunities II, LLC ("ACM") in respect of their convertible
instruments, whereby:
• Swann's settlement of £3.3 million is settled by £0.5m in
cash, up to £2.5m (or 24.99%) in shares, and the balance as a 24-month
secured term loan at 8%, with no conversion rights.
• ACM settlement of £1.7 million is settled by £1.5m in cash
and £0.2m in shares under the proposed placing.
The Company has made loans to Recyclus for that group's development phase and
owns 48.35% in equity and believes that cashflows generated in Recyclus will
enable repayments to be made from time to time. Recyclus is seeking separate
funding for further development and recently received £1.1 million under a
loan facility.
In the opinion of the Directors, based on the Group's financial projections,
they have satisfied themselves that the business is a going concern due to
their reasonable expectation that the Group has or will be able to access
adequate resources from its proposed prospectus minimum amount and further
share placements to continue in operational existence for the foreseeable
future and therefore the accounts are prepared on a going concern basis.
The auditors have made reference to going concern by way of a material
uncertainty within their audit report. 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.
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. 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.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and 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.
The total comprehensive income of non-wholly owned subsidiaries is attributed
to owners of the parent and to the non-controlling interests in proportion to
their relative ownership interests.
3. Current accounting policies, 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 2024. Their adoption has not had any
material impact on the disclosures or on the amounts reported in these
financial statements.
New standards, interpretations and amendments adopted in the accounts from 1
July 2024
Standards/interpretations Description
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7) The amendments require entities to provide certain specific disclosures
(qualitative and quantitative) and guidance on characteristics of supplier
finance arrangements. These amendments had no effect on the consolidated
financial statements of the Group.
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16); The Amendments require a seller-lessee would not recognise any amount of the
gain or loss that relates to the right of use retained by the seller-lessee.
These amendments had no effect on the consolidated financial statements of the
Group.
Classification of Liabilities as Current or Non-Current and Non-current ● Classification of Liabilities as Current or Non-current (issued on
Liabilities with Covenants 23 January 2020);
(Amendments to IAS1) ● Classification of Liabilities as Current or Non-current - Deferral
of Effective Date (issued on 15 July 2020); and
● Non-current Liabilities with Covenants (issued on 31 October
2022).
● These amendments had no effect on the consolidated financial
statements of the Group.
Standards issued but not yet effective and have not been applied in the
accounts
Standards/interpretations/amendments Description/effect Effective from
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of The Group is currently assessing the effect of these amendments. 01/01/2025
Exchangeability (issued on 15 August 2023)
Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) - Contracts The Group is currently assessing the effect of these amendments. 01/01/2026
Referencing Nature-dependent Electricity
Annual Improvements Volume 11 (issued on 18 July 2024) The Group is currently assessing the effect of these amendments. 01/01/2026
Amendments to the Classification and Measurement of Financial Instruments The Group is currently assessing the effect of these amendments. 01/01/2026
(Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024)
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April IFRS 18 supersedes IAS 1 and will result in major consequential amendments to 01/01/2027
2024) IFRS Accounting Standards including IAS 8. Even though IFRS 18 will not have
any effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the
presentation and disclosure of certain items.
IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 The Group does not expect to be eligible to apply IFRS 19. 01/01/2027
May 2024)
Current accounting policies
Investment in subsidiaries
Investments in subsidiaries are initially measured at 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.
Revenue
Scope and Objective
This policy sets forth the principles and procedures for recognising revenue
associated with the provision of battery recycling and disposal services, in
accordance with IFRS 15. It aims to ensure accurate and consistent recording
of revenue, reflecting the service value provided to customers.
Identification of Contracts with Customers
Contracts are recognised when they have commercial substance, are approved by
the parties, the rights and payment terms can be identified, and collection of
payment is probable.
Performance Obligations
● The primary performance obligation is the service of safely
recycling or disposing of batteries received from a customer.
● This service is considered a single performance obligation as it
constitutes a series of distinct services that are substantially the same and
have the same pattern of transfer to the customer.
Transaction Price
● The transaction price is determined based on the agreed-upon fee
for the recycling or disposal service.
● Given that there is a single performance obligation in this
context, the entire transaction price is allocated to the battery recycling or
disposal service.
Revenue Recognition
Revenue is recognised on the completion of the recycling or disposal process
in accordance with the terms of the contract with the customer.
Financial instruments
Financial assets
The Company classifies its financial assets in the following measurement
categories:
• those to be measured at amortised cost
• those to be measured at fair value through other comprehensive
income (FVTOCI); and
• those to be measured subsequently at fair value through profit or
loss.
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.
Amortised cost
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.
Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process the probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being
recognised in profit or loss. On confirmation that the trade receivable will
not be collectable, the gross carrying value of the asset is written off
against the associated provision.
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 statement of
comprehensive income.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model. The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income
are recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.
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.
Fair value through other comprehensive income
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 through profit or loss
This category comprises in-the-money derivatives and out-of-money derivatives
where the time value offsets the negative intrinsic value. They are carried
in the statement of financial position at fair value with changes in fair
value recognised in the consolidated statement of comprehensive income in the
finance income or expense line. Other than derivative financial instruments
which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
If the asset fails the Soley Payments of Principal and Interest (SPPI) test,
it cannot be measured at amortised cost or FVOCI, and it is measured at fair
value through profit or loss (FVTPL), with change in value recognised in the
consolidated statement of comprehensive income.
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
22.
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 Consolidated
Statement of Comprehensive Income. 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 Consolidated
Statement of Comprehensive Income. 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 Consolidated Statement of
Comprehensive Income on a straight-line basis over the estimated useful lives
of each part of an item of property, plant and equipment.
Plant and
machinery
20 years
Fixtures and
fittings
3-5 years
Leasehold
improvements
10 years
Right-of-use
assets
10 years
Office equipment
3 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.
Research and development
Research expenditure is recognised as an expense as incurred.
Development expenditure is capitalised as an intangible asset when the
criteria set out in IAS 38 Intangible Assets are met. These criteria require
the Group to demonstrate technical feasibility, intention and ability to
complete and use or sell the asset, probable future economic benefits,
availability of resources, and reliable measurement of costs.
Capitalised development costs are measured at cost, comprising directly
attributable employee, materials and related overhead costs. Borrowing costs
are capitalised where applicable in accordance with IAS 23 Borrowing Costs.
Amortisation commences when the asset is available for use and is recognised
on a straight-line basis over its estimated useful life. Assets not yet
available for use are tested annually for impairment and all development
assets are reviewed for impairment where indicators arise, in accordance with
IAS 36 Impairment of Assets.
Government grants relating to research and development are accounted for in
accordance with IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance.
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 Consolidated Statement of
Comprehensive Income 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 Consolidated Statement of Comprehensive Income
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.
Leases
As lessee, the Group assesses whether a contract contains a lease at inception
of the contract. The Group recognises a right-of-use asset and corresponding
lease liability in the statement of financial position for all lease
arrangements where it is the lessee, except for short-term leases with a term
of twelve months or less and leases of low value assets. For these leases, the
Group recognises the lease payments as an operating expense on a straight-line
basis over the term of the lease.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to
reflect the lease payments made. The lease liability is presented as a
separate line in the consolidated statement of financial position
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation. Right-of-use
assets are depreciated over the shorter period of lease term and useful life
of the underlying asset. The depreciation starts at the commencement date of
the lease.
The right-of-use assets are presented within property plant and equipment in
the consolidated statement of financial position.
Inventories
Inventories consist of raw materials and consumables and are measured at the
lower of cost and net realisable value. Cost is calculated using the 'first in
first out' method. Net realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of completion and
selling expenses.
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 Consolidated Statement of Comprehensive Income 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 Consolidated Statement
of Comprehensive Income 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 27;
(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 26.
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 30.
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 a Subsidiary
On 26 August 2021, the Company acquired 49% of a battery-recycling business,
Recyclus Group Ltd ('Recyclus') for nil consideration (the percentage now
held, being 48.35% reflects the impact of dilution after a fundraise by
Recyclus).
The determination of whether the Company controls Recyclus, notwithstanding
its sub-50% interest, is a significant judgement. The Directors have assessed
the requirements of IFRS 10, having particular regard to the common
directorship arrangements and the extent of Recyclus' financial dependency on
the Company, and have concluded that the Company has controlled Recyclus since
the date of acquisition. Recyclus is accordingly consolidated as a subsidiary.
In prior periods, this judgement was assessed differently and Recyclus was
accounted for as an associate under IAS 28.
Following a limited scope review by the Corporate Reporting Review Team of the
FRC in May 2024, the Directors re-assessed the treatment and concluded that
control existed from the date of acquisition. The comparative figures have
been restated in accordance with IAS 8, with the acquisition accounted for
under IFRS 3. Full details of the basis for this judgement, the FRC review,
and the financial impact of the restatement are set out in note 36.
Loan to Recyclus - see note 31 and note 36
Determination as to whether the loan to Recyclus is recoverable involves
management estimates and judgement. Management reviewed the cashflow forecasts
of the subsidiary 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.
Classification of the loan involves a further significant judgement. The loan
contains a conversion feature which the Directors have concluded does not meet
the Solely Payments of Principal and Interest ('SPPI') condition under IFRS 9.
The loan is accordingly measured at fair value through profit or loss rather
than at amortised cost. The loan has been valued by a third-party expert for
all periods presented. Full details of the SPPI assessment and the restatement
of the loan from amortised cost are set out in notes 21 and 36.
Valuation of warrants and share options - see note 31
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.
Unquoted financial assets - see note 18
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.
Impairment of exploration and evaluation costs - see note 17
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 22
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. That asset has been disposed of in the reporting year. More
details on classification and measurement of this transaction is given in 2024
annual report.
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
CLNs. 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.
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 2025
Revenue - 1,499 - 1,499
Gross profit - (358) - (358)
Operating expenses (346) (2,926) (11,445) (14,717)
Total segment operating loss (346) (1,785) (11,445) (13,576)
Year ended 30 June 2024 (restated)
Revenue - 547 - 547
Gross profit - (242) - (242)
Operating expenses (354) (2,627) (4,830) (7,811)
Total segment operating loss (354) (2,322) (4,830) (7,506)
Total segment assets
At 30 June 2025 6,691 4,935 493 12,119
At 30 June 2024 (restated) 15,197 5,086 1,326 21,609
At 30 June 2023 (restated) 15,359 4,739 2,053 22,152
Total segment liabilities
At 30 June 2025 (17) (4,124) (8,379) (12,520)
At 30 June 2024 (restated) (34) (2,695) (7,024) (9,753)
At 1 July 2023 (restated) (37) (2,211) (2,188) (4,436)
7. Administrative expenses
2025 Restated
2024
£000 £000
Legal and professional fees 839 1,511
Employee benefit expense 2,412 2,234
Share-based payment charge 45 102
Advertising and marketing 123 247
Audit and tax 282 99
Depreciation 2 243
Other operating expenses 1,281 702
4,983 5,138
8. Auditors' remuneration
2025 Restated
2024
£000 £000
Fees payable for the audit of the Group 165 99
165 99
9. Employees and Directors
During the period key management personnel were the Directors of the Company.
The average number of persons employed by the Group during the period
(including Directors that receive remuneration) was 35 (2024 (restated): 18).
The following table sets out the total employee and Director costs.
2025 Restated
2024
£000 £000
Director and consulting fees(*) 799 838
Wages and salaries(*) 1,348 1,086
Share based payment charge 45 102
Social security costs 265 208
2,457 2,234
The Directors' remuneration is set out in the Directors' Remuneration Report
on page 42 of the Annual Report.
10. Other income
2025 Restated
2024
£000 £000
Grants received 316 367
Other 27 3
343 370
11. Net finance costs
2025 Restated
Other finance costs 2024
£000 £000
Interest expense
Interest on CLN's (note 29) 924 984
Penalty interest on CLNs 593 181
Interest on other loans (note 29) 129 226
Other Interest costs 203 59
Total interest expense 1,849 1,450
Loss on fair value movement of derivative financial liability (Note 29) 313 228
Net finance loss 2,162 1,678
12. Loss on sale of Idaho subsidiaries
On 30 August 2024, the Company entered into a heads of agreement by which
Bluebird Metals LLC acquired a further 70% interest in the Company's
copper-cobalt interest in Idaho, USA. At 30 June 2025 the subsidiaries are no
longer consolidated into the Group.
The Company sold 70% of its previous 90% holding in two of its subsidiaries,
Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited,
reducing its interest in the Idaho (USA) project to 20% in each of the two
companies. The 20% holding represents significant interest and therefore they
were treated as associates and accounted for in line with the IAS 28
requirements on 30 June 2025. Retained interest on the Idaho assets was
recognised in the amount of £293k at the market value of the future licence
payments. After the year end, Bluebird Metals LLC acquired a further 10%
interest in the Idaho subsidiaries by settling land fees due.
Former loans to these subsidiaries in the total amount of £919k were
reclassified to Loans to related party and written off in full upon impairment
review on 30 June 2025.
Gain on sale of subsidiaries
On 4 February 2025, the Company announced that it had completed the sale of
100% of the issued share capital of LRH Resources Limited ("LRH") held by the
Company to European Lithium to its joint venture partner, Global Battery
Metals Ltd ("GBML"). Technology Minerals received 1,371,742 shares held by
European Lithium in Critical Metals Corp (Nasdaq: CRML) ("CRML"), valued at
US$10 million as of 22 April 2024, based on 90% of the closing market price of
the shares on the day before the signing of the Heads of Agreement (the
"Consideration Shares").
Technology Minerals transferred 284,362 of the Consideration Shares to GBML as
part of the Settlement Agreement. The Consideration Shares were be locked in
and held in escrow until 28 February 2025. All assets and liabilities related
to this sale were carried as Assets held for sale and Liabilities directly
associated with assets held for sale in the annual accounts for the period
ended 30 June 2024. This sale resulted in a gain of £433k recognised by the
in the consolidated statement of comprehensive income.
13. Loss on change in value in FVTPL financial asset
In the reporting year, the Company sold LRH Resources Limited. As a purchase
consideration for that sale Technology Minerals received 1,371,742 shares held
by European Lithium in Critical Metals Corp (Nasdaq: CRML) ("CRML"). The
Company later partially disposed CRML shares, which resulted in a total loss
on disposal of those shares recognised in the Statement of Comprehensive
income in the amount of £134k (2024: £nil).
14. Taxation
As restated
2025 2024
£000 £000
Current tax - -
Deferred tax - -
Total income tax expense - -
2025 As restated
2024
£000 £000
Loss before tax from continuing operations (13,576) (7,506)
Profit/(loss) before tax from discontinued operations - 13
Loss for the year (13,576) (7,493)
Tax using the Company's domestic tax rate 25% (25%) (3,394) (1,873)
Effect of non-deductible expenses 103 545
Utilisation of tax losses (5) (5)
Differences in overseas tax rates (5) 5
Tax losses carried forward 3,301 1,328
Total tax expense - -
Effective tax rate
The effective tax rate was 25% (2024: 25%). 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 £19,317,000 (2024 as
restated: £7,560,000) available for carry forward against future trading
profits. The tax losses would have resulted in an additional deferred tax
asset of £4,829,000 (2024 as restated: £1,890,000) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
15. 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.
2025 Restated
2024
£000 £000
(Loss) for the year attributable to equity holders of the company (12,644) (6,305)
Continuing operations
Discontinued operations - 13
Total loss for the year from operations attributable to equity holders of the (12,644) (6,292)
parent
Weighted average number of ordinary shares in issue 2,084,199,948 1,527,518,534
Basic and fully diluted loss per share in pence
- from continuing operations (restated) (0.61) (0.41)
- from discontinued operations - -
Total EPS from operations (restated), pence (0.61) (0.41)
As the Company has not generated a net profit for either the reporting period
or the prior year, diluted EPS is not stated.
16. Property, plant and equipment
Group
Cost Plant & machinery Office equipment Leasehold improvements Right-of-use assets Total
£'000 £000 £'000 £'000 £000
1 July 2023 (as previously reported) - 8 - - 8
Adjustment (note 36) 2,711 21 353 1,267 4,352
1 July 2023 (restated) 2,711 29 353 1,267 4,360
Additions (restated) 36 22 569 - 627
30 June 2024 (restated) 2,747 51 922 1,267 4,987
Additions 45 1 - - 46
30 June 2025 2,792 52 922 1,267 5,033
Depreciation
1 July 2023 (as previously reported) - (4) - - (4)
Adjustment (note 36) - (7) - (217) (224)
1 July 2023 (restated) - (11) - (217) (228)
Depreciation charge (92) (13) (12) (126) (243)
30 June 2024 (92) (24) (12) (343) (471)
Depreciation charge (136) (13) (84) (127) (360)
30 June 2025 (228) (37) (96) (470) (831)
Net book value 30 June 2025 2,564 15 826 797 4,202
Net book value 30 June 2024 (restated) 2,655 27 910 924 4,516
Net book value 1 July 2023 (restated) 2,711 18 353 1,050 4,132
Right-of-use assets
The group leases 2 properties, one in Tipton and the other Wolverhampton. Both
leases have a duration of 10 years. The lease payments on the Tipton property
increase by 2.5% per annum. The lease payments on the Wolverhampton property
remain the same for the duration of the lease. See note 28 for further details
on the lease liabilities recognised in respect of these properties.
Property, plant and equipment - Company
Cost Office equipment Total
£000 £000
1 July 2023 3 3
Additions 2 2
30 June 2024 5 5
Additions - -
30 June 2025 5 5
Depreciation
1 July 2023 (1) (1)
Depreciation charge (1) (1)
30 June 2024 (2) (2)
Depreciation charge (2) (2)
30 June 2025 (4) (4)
Net book value 30 June 2025 1 1
Net book value 30 June 2024 3 3
Net book value 30 June 2023 2 2
17. Intangible assets
Cost Mineral exploration Battery Box Total
£000 £000 £000
1 July 2023 (as previously reported) 15,789 - 15,789
Adjustment - 82 82
1 July 2023 (restated) 15,789 82 15,871
Additions 406 36 442
Transferred to asset held for sale (889) - (889)
FX (8) - (8)
Impairment (163) - (163)
Disposals - - -
30 June 2024 (restated) 15,135 118 15,253
Additions 20 - 20
FX (82) - (82)
Impairment (310) - (310)
Disposed of on sale of Idaho subsidiaries (note 12) (8,248) - (8,248)
30 June 2025 6,515 118 6,633
Accumulated amortisation
1 July 2023 (as previously reported) - - -
Adjustment - - -
1 July 2023 (restated) - - -
Amortisation - - -
30 June 2024 (restated) - - -
Amortisation - - -
30 June 2025 - - -
Net book value 30 June 2025 6,515 118 6,633
Net book value 30 June 2024 (restated) 15,135 118 15,253
Net book value 30 June 2023 (restated) 15,789 82 15,871
The intangible asset "Battery box", storage and transportation boxes for
lithium-ion batteries, are amortised over 5 years commencing from the date of
commercial production in 2023.
18. 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 2023 1,221 1,219
Additions - -
Impairment (1,189) (1,189)
FX (2) -
Fair value gains/(losses) recognised in OCI - -
30 June 2024 and 30 June 2025 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.
19. Investment in subsidiaries
Investment in subsidiaries - Company
Company
£000
1 June 2023 (restated) 14,905
Additions/disposals -
Transfer of asset held for sale (note 22) (605)
30 June 2024 (restated) 14,300
Disposal of Idaho subsidiaries (7,560)
30 June 2025 6,740
On 30 August 2024, the Group entered into a heads of agreement by which
Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings
Corporation and 70% in Technology Minerals Idaho Limited, the Company's
copper-cobalt interests in Idaho, USA.
In April 2024, the Group agreed to sell LRH, which was sold during the
reporting period, please see note 22 for more information.
As at 30 June 2025, the Company held interests in the following companies:
Company Country of registration 2025 2024 Nature of business
Proportion Proportion
held held
Techmin Limited United Kingdom 100% 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Onshore Energy Limited United Kingdom 100% 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Cornish Battery Metals Ltd United Kingdom 100% 100% Mineral exploration
18 Savile Row, London, England, W1S 3PW
Emperium 1 Holdings Corporation USA 20% 90% Mineral exploration
10100, Santa Monica Boulevard
#300, Century City, Los Angeles, CA90067
Technology Minerals Idaho Limited USA 20% 90% Mineral exploration
10100, Santa Monica Boulevard
#300, Century City, Los Angeles, CA90067
Technology Minerals (Ireland) Limited Ireland 100% - Mineral exploration
Unit 23b, Liosban Business Park, Tuam Road, Galway, Ireland.
Asturmet Recursos S.L. Spain 100% 100% Mineral exploration
Avenida de Galicia, Oviedo
Asturias, SPAIN
Technology Minerals Cameroon Limited Cameroon 100% 100% Mineral exploration
PO Box 666
Yaounde
Cameroon
Technology Minerals Cameroon Limited United Kingdom 100% 100% Dormant
18 Savile Row, London, England, W1S 3PQ
Recyclus Group Limited United Kingdom 48.35% 48.35% Battery Recycling
Lincoln Street, Wolverhampton, England, WV10 0DX
Libatt Recycling Limited United Kingdom 100%* 100%* Battery Recycling
Lincoln Street, Wolverhampton, England, WV10
Halo Battery Recycling Limited Lincoln Street, Wolverhampton, England, WV10 United Kingdom 100%* 100%* Battery Recycling
0DX
Libox Ltd, Lincoln Street, Wolverhampton, England, WV10 0DX United Kingdom 100%* 100%* Battery Recycling
*Subsidiaries held indirectly via Recyclus Group Limited
LRH Resources Ltd has been classified as held for sale in FY 2024 and
subsequently sold in the reporting period.
Restatement and acquisition accounting for Recyclus Group
On 26 August 2021, the Company acquired 49% of Recyclus Group Ltd ('Recyclus')
for nil consideration (the percentage now held, being 48.35%, reflects the
impact of dilution after a fundraise by Recyclus).
Notwithstanding the sub-50% interest, the Directors have concluded that the
Company has controlled Recyclus since the date of acquisition, having assessed
the requirements of IFRS 10. In prior periods, Recyclus was accounted for as
an associate; following a reassessment prompted by a limited scope review by
the FRC in May 2024, the comparative figures have been restated in accordance
with IAS 8 and the acquisition accounted for under IFRS 3. Full details of the
control assessment, the FRC review, and the financial impact of the
restatement are set out in note 36.
Pre-acquisition carrying value Total
£000 £000
Fair value adjustments
£000
Property, plant and equipment 668 - 668
Trade and other receivables 715 (512) 203
Cash and cash equivalents 18 - 18
Trade and other payables
- of them payable to TM1 (1,618) 101 (1,517)
- external trade and other payables (11) (11)
Borrowings (255) (18) (272)
Lease Liability (1) (1)
Total identifiable net liabilities at fair value (484) (429) (913)
Consideration paid -
NCI arising on acquisition (calculated using the proportionate interest (465)
method)
Goodwill arising on acquisition 447
The payable to the Company in Recyclus' accounts of £1,618k was a
commercial-terms interest-bearing loan, it was not settled or forgiven at the
acquisition date and is expected to be repaid in due course.
Goodwill of £447k was reviewed for impairment at 30 June 2022 and written off
in full in the Consolidated Statement of Comprehensive Income in the FY2022.
20. Investment in associates
Restated Restated
Group Company
£'000 £000
1 July 2023 (restated) - -
Group's share of loss - -
30 June 2024 (restated) - -
Transfer from investment in subsidiaries upon 70% interest sale 293 293
Group's share of loss - -
30 June 2025 293 293
On 30 August 2024, the Group entered into a heads of agreement by which
Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings
Corporation and a further 70% interest in Technology Minerals Idaho Limited,
the Company's copper-cobalt interests in Idaho, USA. Both subsidiaries were
previously accounted for under IFRS 10. After the sale on 28 February 2025,
the Group holds 20% in each company, which the Directors consider to represent
significant influence, and from that date both former subsidiaries were
accounted under IAS 28. Following the sale and up to 30 June 2025 there was an
immaterial share of loss of the associate.
21. Loans to subsidiaries - Company
During the period the Company provided an unsecured loan to its subsidiary
Recyclus Group Limited which was initially recognised at amortised cost. Upon
review, the Group has determined that this loan does not meet the SPPI test
under IFRS 9 and therefore the entire hybrid instrument should be classified
as a fair value through profit and loss (FVTPL) financial instrument and
carried at fair value since inception. The loan value was restated fully
retrospectively as described in note 36.
Company
£000
1 July 2023 (as previously restated) carried at amortised cost 5,185
Adjustment to remove the effects of loan split accounting and fair value 151
adjustment
1 July 2023 (as restated) - carried at FVTPL 5,336
Drawdowns 2,555
Repayments (395)
Management fees 20
Accrued interest 237
Change in the fair value of the loan (1,235)
30 June 2024 (as restated) 6,518
Drawdowns 259
Repayments (67)
Management fees 102
Accrued interest 281
Change in the fair value of the loan 200
30 June 2025 7,293
The loan to Recyclus generally bears 2.5% interest per annum. The loan is
repayable in monthly instalments when funds are available and if repayments
are not made then the Company is entitled to additional interest of 2%, which
has been accrued in the reporting year in the amount of £65k (2024: £32k,
2023: £8k).
22. 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 retained 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.
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. More information about the transaction is disclosed in Note 22.
Technology Minerals is obliged to maintain the tenements in good standing and
meet all obligations in respect of the licences up until completion.
Accordingly, on 30 June 2024, 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 -
23. Inventory
Group Company Group Company 2024 Group Company
2025 2025 2024 £000 2023 2023
£000 £000 £000 £000 £000
Raw materials and consumables - - 120 - 150 -
- - 120 - 150 -
During the year £109k (2024: £150k and 2023: £67k) of raw materials and
consumables were expensed.
24. Trade and other receivables
Group Group
Group Company 2024 Company 2023 Company
2025 2025 restated 2024 restated 2023
£000 £000 £000 £000 £000 £000
Non-current assets
Amounts due from subsidiaries - 1,663 - 3,087 - 2,452
- 1,663 - 3,087 - 2,452
Current assets
Trade receivables 417 - 38 - 34 -
Other debtors 86 7 452 369 213 1
VAT receivable 85 47 103 34 91 28
Prepayments and accrued income 79 20 169 20 61 52
667 74 762 423 399 81
As a result of the sale of further 70% stake in the Company's Idaho assets
(note 12), the remaining 20% interests in the two entities were reclassified
from subsidiaries to associates. At 30 June 2025, the receivables from these
two entities were impaired in full. See note 34 for details of the amounts due
from subsidiaries.
25. Financial assets held at fair value through profit and loss (FVTPL)
Group Group
Group Company 2024 Company 2023 Company
2025 2025 restated 2024 restated 2023
£000 £000 £000 £000 £000 £000
Loan to subsidiary (Note 21) - 7,293 - 6,518 - 5,336
Total long-term financial assets FVTPL
- 7,293 - 6,518 - 5,336
Investments at FVTPL 189 189 - - - -
Total financial assets FVTPL 189 189 - - - -
The company received 1,371,742 shares in Critical Metals Corp ("CRML"), as
consideration for the sale of its subsidiary LRH (Note 22). Net number
received was 861,833 shares, the difference was withheld as introducer's fees.
The consideration was valued at US$10 million as of 22 April 2024, based on
90% of the closing market price of the shares on the day before the signing of
the Heads of Agreement (the "Consideration Shares"). The Company later
partially disposed CRML shares, which resulted in a total loss on disposal of
those shares recognised in the Statement of Comprehensive income in the amount
of £134k (2024: £nil).
Group and Company Number of shares Fair value
£000
1 July 2023 and 30 June 2024 (as restated) - -
Net number of shares received as consideration 28 February 2025 861,833 1,325
Sale of shares during the year (789,248) (1,213)
Increase in fair value due to change in share price - 78
30 June 2025 72,585 189
26. Cash and cash equivalent
Restated Group Restated Group
Group Company 2024 Company 2023 Company
2025 2025 £000 2024 £000 2023
£000 £000 £000 £000
Cash and cash equivalents 104 - 23 1 379 -
104 - 23 1 379 -
The majority of the Group's funds are held with Revolut Ltd, which is
authorised by the Financial Conduct Authority as an electronic money
institution under the Electronic Money Regulations 2011. Revolut Ltd is not a
deposit-taking bank and customer funds are safeguarded in accordance with
those regulations. As at 30 June 2025, Revolut Ltd was not a bank, and
balances held with it were not, during the year ended 30 June 2025, covered by
the Financial Services Compensation Scheme and the entity did not have an
external credit rating.
27. Trade and other payables
Restated Restated Restated Restated
Group Company Group Company Group Company
2025 2025 2024 2024 2023 2023
£000 £000 £000 £000 £000 £000
Current liabilities
Trade and other payables 1,730 1,024 1,114 598 406 200
Taxation and social security 1,339 221 575 156 311 104
Accruals 1,746 1,648 755 737 188 98
4,816 2,893 2,444 1,491 905 402
Non-current liabilities
Amounts due to subsidiaries - 1,124 - 1,102 - 1,087
- 1,124 - 1,102 - 1,087
See note 34 for details of the amounts due to subsidiaries.
28. Lease Liabilities
Restated Restated
2025 2024 2023
£'000 £000 £000
Current liability 120 114 108
Non-current liability 728 849 963
Total 848 963 1,071
Amounts repayable:
Within 12 months 120 114 108
Between 1 and 5 years 550 522 636
After 5 years 178 327 327
Total lease liabilities 848 963 1,071
There were no lease liabilities in the company during the year ended 30 June
2025 (2024 and 2023: Nil).
29. Borrowings and derivative financial liabilities
Restated Group Restated Restated Group Restated Company
Group Company 2024 Company 2023 2023
2025 2025 £000 2024 £000 £000
£000 £000 £000
Convertible loan notes (see table below) 4,882 4,882 4,983 4,983 1,557 1,557
Other loans (see table below) 1,355 - 787 - 674 -
Total borrowings carried at amortised cost 6,237 4,882 5,770 4,983 2,231 1,557
Current 6,237 4,882 3,896 3,109 298 -
Non-current - - 1,874 1,874 1,933 1,557
Total borrowings carried at amortised cost 6,237 4,882 5,770 4,983 2,231 1,557
Derivative financial liability carried at FVTPL 619 619 549 549 230 230
During the preparation of the financial statements for the year ended 30 June
2025, the Group identified an error in the initial allocation of the CLG and
ACM convertible loan note instruments recognised in the prior year. See note
36 for further details.
Post 30 June 2025, the Company announced that it and Fortified Securities Ltd
have successfully agreed settlement terms with Jonathan Swann ("Swann") and
Atlas Special Opportunities II, LLC ("ACM") in respect of their convertible
instruments, whereby:
● Swann's settlement of £3.3 million is settled by £0.5m in cash,
up to £2.5m (or 24.99%) in shares, and the balance as a 24-month secured term
loan at 8%, with no conversion rights. The security held comprises: (i) the
TM1 Ireland Debenture, which includes security over the Company's Spanish
projects and incorporates the TM1 Cameroon Pledge in respect of the Company's
Cameroon project (together, the "Project Security"); and (ii) the Halo
Chattels Mortgage.
● ACM settlement of £1.7 million is settled by £1.5m in cash and
£0.2m in shares under the proposed placing.
Liability component of the CLNs
The Company entered into a number of convertible bond facilities ('CLNs').
Each of these have been accounted for as a financial liability and for the
loan element were carried at amortised cost using effective interest rate
method, and the conversion feature reclassified at inception into an equity
element or embedded derivative liability being the fair value of the
convertible feature. Details of the CLNs issued are described below.
Liability component of convertible loan notes Group Group
2025 Company Restated
2025 2024 Company
Restated
2024
£'000 £'000 £'000 £'000
At the start of the reporting year 4,983 4,983 1,557 1,557
Draw down on the loan - - 4,335 4,335
Transactions costs - - (345) (345)
Interest expense (note 11) 924 924 984 984
Repayments in cash (322) (322) (61) (61)
Repayment via conversion into the Company's ordinary shares (note 30) (707) (707) (319 (319)
Reclassified into DFL - - (451) (451)
Reclassified to Other debtors 4 4 - -
Reclassified as Equity element of the convertible loan notes - - (717) (717)
At 30 June 4,882 4,882 4,983 4,983
During the year ended 30 June 2025, £422,000 of ACM tranche 1 was converted
into 425,366,970 Ordinary Shares of £0.001 each and £13,479 of interest
payable was settled by issuing 13,479,440 Ordinary Shares of £0.001 each. See
note 30 for information on loan conversions and drawdowns that occurred after
30 June 2024.
Convertible bonds issued during the year ended 30 June 2024 (restated):
The table below presents the original principal amounts of convertible bonds
issued during the year. These amounts represent the initial recognition of
each instrument at the issue date and have been subsequently allocated into
their respective components in the financial statements, including liability,
derivative, equity, and warrant elements, in accordance with applicable
accounting standards.
Issue date Repayment date Original amount borrowed Annual Interest rate Derivative financial liability Embedded derivative classified as equity Fair value of warrants at amortised cost
£000s % Debt at amortised cost £000s £000s £000s
£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% 499 33 - 68
22/03/2024 22/03/2027 1,500 10.25% 1,121 240 - 139
30/05/2024 30/05/2027 600 10.25% 439 101 - 60
28/06/2024 28/06/2027 400 10.25% 294 77 - 29
Total 4,335 3,136 451 67 681
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 31 for
further information.
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
31 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 30 June 2024 and 30 June 2025:
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 30 for information on loan conversions and drawdowns that occurred after
30 June 2024.
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.
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.
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.
In the year ended 30 June 2025 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. Post year end
the Company reached settlement terms whereby £1.7 million is settled by
£1.5m in cash and £0.2m in shares under a proposed placing.
Other loans
Group Group
2025 Company 2024
2025 Company
2024
£'000 £'000 £'000 £'000
At the start of the reporting year 787 - 674 -
Reclassified from Other debtors - - (135) -
Draw down on the loan 1,353 - 748 -
Interest expense 129 - 226 -
Repayments in cash (914) - (726) -
At 30 June 1,355 - 787 -
Century Cobalt Limited ('CCL')
During this period the Group had a loan outstanding with CCL of £544k (2024:
£362k, 2023: £134k overpayment reported in Other debtors) at an interest
rate of 10% per annum.
Mega Company Loan
The current liabilities include an unsecured loan of £559k (2024: £381k,
2023: £345k) from Mega Company at interest rate of 12% per annum.
Close Brothers
During the period the Group established a receivables factoring facility with
Close Brothers. As at 30 June 2025 the balance repayable on this facility was
£234k (2024: nil, 2023: nil) at an interest rate of 2.65% + BoE base rate.
Derivative Financial Liability
The CLG and ACM convertible loan instruments issued during the year ended 30
June 2024, 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 2025, the fair value of the DFL was as follows:
Group and Company £000
1 July 2023 (as previously reported) 230
Reclassified to equity (230)
Initial recognition 451
Derecognition on conversion to equity (68)
Fair value through income statement 166
30 June 2024 (as restated) 549
Derecognition on conversion to equity (126)
Fair value through income statement 196
30 June 2025 619
30. Share capital and share premium
Group and Company Number of ordinary shares of 0.1p Share As restated
capital Share premium
£000 £000
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 85 372
Issue costs - - (43)
At 30 June 2024 1,609,723,545 1,609 22,311
Share issue - conversion of CLNs 438,846,410 439 217
Share issue - for cash 250,000,000 250 -
Share issue - settlement of third-party payables 441,819,760 442 -
Share issue - settlement of directors' fees 54,004,500 54 -
At 30 June 2025 2,794,394,215 2,794 22,528
The detailed history of the Company's share capital the year ended 30 June
2024 is provided in the 2024 Annual Report and Accounts. Transactions
related to the year ended 30 June 2025 are as follows:
Date Transaction No. Shares issued
01/07/2024 ACM CLN Conversion 27,328,958
22/07/2024 ACM CLN Conversion 36,855,036
17/09/2024 ACM CLN Conversion 31,328,320
15/10/2024 ACM CLN Conversion 99,854,656
10/01/2025 ACM CLN Conversion 69,637,480
07/04/2025 ACM CLN Conversion 10,362,520
23/04/2025 ACM CLN Conversion 163,479,440
21/01/2025 Cash 250,000,000
21/01/2025 Settlement of third-party supplier costs 198,493,000
23/04/2025 Settlement of third-party supplier costs 243,326,760
23/04/2025 Settlement of directors' fees 54,004,500
31. Share Based Payments
Warrants Issued
No warrants were issued during the year ended 30 June 2025 (2024:
142,926,803).
In the year ended 30 June 2024, 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
The fair value of the warrants issued during the year ended 30 June 2024 and
all relevant valuation information is disclosed in the annual report for the
FY 2024, which is published in the Company's website. The fair value of the
warrants issued in 2024 was £681,000 and has been treated as transaction
costs for the issue of the CLNs and is amortised over the term of the CLNs.
Warrants exercised
No warrants were exercised during the year ended 30 June 2025. (2024:
11,062,783 share warrants were exercised at a price of £0.012 each).
At 30 June 2025, the Company had outstanding warrants to subscribe for
Ordinary shares as follows:
Warrant exercise price Expiry date Fair value of individual warrant At 01/07/2024 Issued Lapsed At 30/06/2025
£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
£0.014200 20/03/2026 £0.006600 21,193,266 - - 21,193,266
£0.005900 30/05/2026 £0.003000 20,469,153 - - 20,469,153
£0.004500 28/06/2026 £0.001700 17,646,955 - - 17,646,955
£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
159,641,781 - (16,714,978) 142,926,803
Share options
No share options were issued during the year ended 30 June 2025 or 30 June
2024. £45k (2024: £102k) was expensed in FY2025.
At 30 June 2025, the Company had outstanding share options to subscribe for
Ordinary shares as follows:
Exercise price Expiry date Fair value of individual share option At 01/07/2024 Issued Exercised/ At 30/06/2025
lapsed
£0.02325 13/04/2033 £0.0192 128,534,322 - (8,870,760) 119,663,562
128,534,322 - (8,870,760) 119,663,562
Information on the share options granted to each Director is shown in the
remuneration report.
32. Non-controlling interests
Non-controlling interests that are material to the Group are described below.
These accounts were restated to include Recyclus group (note 36) from when
Recyclus group was acquired on 26 August 2021. On that date Techmin acquired
control over 49% in the ordinary shares of Recyclus Group Ltd, which acts as a
holding company for the RG group, consisting of three companies:
• Recyclus Group Limited (49% acquired on 26 August
2021; now 48.35%);
• Libatt Recycling Limited (indirectly via Recyclus
Group Limited); and
• Halo Battery Recycling Limited (indirectly via
Recyclus Group Limited).
On 30 August 2024, the Group entered into a heads-of-agreement by which
Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings
Corporation and 70% in Technology Minerals Idaho Limited, the Company's
copper-cobalt interests in Idaho, USA. As a result, on 30 June 2025, the
Company's interest in both entities was 20% and they were treated as
associates, therefore no relevant non-controlling interest was attributable to
their shareholders at the end of the reporting year.
On 30 June 2024 and 30 June 2023, the following details are relevant:
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.
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 Recyclus group, Emperium and
TM Idaho, before intragroup eliminations together with the amounts
attributable to NCI:
Emperium and TM Idaho Emperium and TM Idaho
Recyclus subgroup Recyclus subgroup Emperium and TM Idaho 2024 2023
Recyclus subgroup 2024 restated 2023 restated 2025 restated restated
2025 £000 £000 £000 £000 £000
£000
Non-current assets 4,318 4,630 4,209 - 1,024 459
Current assets 617 456 530 - - -
Non-current liabilities (848) (848) (873) - - -
Current liabilities (10,923) (10,220) (7,832) - (900) (298)
Net (liabilities)/assets (6,836) (5,982) (3,966) - 124 161
NCI's share of pre-acquisition losses in FY2022 (466) (466) (466) - - -
Prior year losses, net of intragroup transactions, attributable to NCI (2,978) (1,779) (662) 13 14 25
Loss for the year, net of intragroup transactions, attributable to NCI (922) (1,199) (1,116) (10) (1) (11)
Effects of changes in ownership interests since inception, not resulting in 678 678 678 - - -
change of control recognised directly in equity
Effect of disposals, resulting in change of control recognised in equity - - - (3) - -
NCI at the end of the period (3,688) (2,766) (1,566) - 13 14
Non-controlling interests (continued)
Emperium and TM Idaho Emperium and TM Idaho
Recyclus subgroup Recyclus subgroup Emperium and TM Idaho 2024 2023
Recyclus sub-group 2024 restated 2023 restated 2025 restated restated
2025 £000 £000 £000 £000 £000
£000
Loss for the year attributable to non-controlling interests (922) (1,199) (1,117) (10) (1) (12)
Cash flows
Operating (552) (1,228) (2,377) - - -
Investing (47) (661) (451) - - -
Financing 631 1,835 2,726 - - -
Net (decrease)/increase in cash and cash equivalents 32 (54) (102) - - -
33. 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 Note Group Company Group Company
Group Company restated restated restated restated
2025 2025 2024 2024 2023 2023
£000 £000 £000 £000 £000 £000
Financial assets at amortised costs:
Trade and other receivables 24 667 74 762 423 399 81
Cash 26 104 - 23 1 379 -
Loan receivable 24 - 1,663 - 3,087 - 2,452
Financial liabilities at amortised costs:
Trade and other payables 27 4,816 2,893 2,444 1,491 905 402
Borrowings 29 6,237 4,882 5,770 4,983 298 -
Financial assets at fair value
Investments in listed companies held for trading 189 189 - - - -
Amounts due from subsidiaries 21 - 7,293 - 6,518 - 5,336
Financial Lliabilities at fair value
Derivative financial liabilities 29 619 619 549 549 230 230
Financial assets at fair value through other comprehensive income:
Financial assets 18 30 30 30 30 1,221 1,219
Investments in equity instruments at FVTOCI are measured at cost, less
impairments, which is considered to be equal to their fair values.
Financial risk management (continued)
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 26 and on its trade and other
receivable balances as set out in note 24. 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
2025 restated restated
£'000 £000 £000
Trade and other payables within one year 4,816 2,444 905
Lease liabilities 120 114 -
Borrowings 6,237 5,770 298
Current tax liabilities within one year - - -
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
2025 2024 2025 2024
Movement Movement
United States Dollar 1.30 1.26 0.03 1.37 1.26 0.09
Euro 1.19 1.17 0.02 1.17 1.18 (0.01)
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:
2025 2025 2024 2024 2023
£000 £000 restated restated restated 2023
USD EUR £000 £000 £000 restated
USD EUR USD £000
EUR
Cash and cash equivalents 22 9 - 11 1 33
Trade and other receivables - 5 - 7 - 4
Trade and other payables - (4) (8) (61) (8) (88)
Net exposure 22 10 (8) (43) (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:
2025 2025 2024 2024 2023
£000 £000 restated restated restated 2023
£000 £000 £000 restated
£000
Profit/ Equity Profit/ Equity Profit/
(loss) +10%/-10% (loss) +10%/-10% (loss) Equity
+10%/-10% +10%/-10% +10%/-10% +10%/-10%
USD - 1/1 (1) / 1 1 / (1) (11) / 11 16 / (16)
EUR - 1/1 (33) / 33 16 / (16) (18) / 18 25 / (25)
34. Related party transactions
Aggregate base salaries paid to the Executive Directors incurred during the
year ended 30 June 2025 were £730k (2024: £535k). See note 9 for further
details.
The aggregate amount paid to the Non-Executive Directors for services for the
year ended 30 June 2025 was £69k (2024: £54k).
During the year the Company charged £228k (2024: £423k) for the provision of
management services to its subsidiaries.
During the year the Company provided an aggregate of £1.1 million (2024:
£3.1 million) of loans to its subsidiaries. The interest charged on the loans
was 2.5% per annum and the amount charged for the period was £348k (2024 as
restated: £381k). See note 21.
As at 30 June 2025 amounts receivable and payable from and to subsidiary
undertakings was as follows:
Company 2024 2023
2025 restated restated
£000 £000 £000
Techmin Limited - 301 558
Emperium 1 Holdings Corporation (associate from 28 Feb 2025, receivable - 429 298
impaired after sale of 70% shares)
Technology Minerals Idaho Limited (associate from 28 Feb 2025, receivable - 471 461
impaired after sale of 70% shares)
Technology Minerals Cameroon 694 518 241
LRH Resources Ltd - 547 362
Asturmet Recursos S.L. 955 808 531
Cornish Battery Metals Ltd 14 13 -
Total receivable from subsidiaries carried at amortised cost 1,663 3,807 2,452
Onshore Energy Limited (1,124) (1,102) (1,087)
Total payable to subsidiaries carried at amortised cost (1,124) (1,102) (1,087)
Recyclus Group Limited (note 21) 7,293 6,518 5,336
Total receivable from subsidiaries carried at fair value 7,293 6,518 5,336
35. Notes supporting statement of cashflows
Significant non-cash transactions from financing activities are as follows:
2025 2024
£000 £000
Conversion of loan notes to equity 656 457
See note 30 for further information.
Reconciliation of net cash flow to movement in net debt
Group Restated
2025 2024
£000 £000
Cash and cash equivalents 104 23
Borrowings (6,237) (5,770)
Net debt (6,133) (5,747)
81 (356)
Net (decrease)/increase in cash and cash equivalents in the period
Cash inflow from increase in borrowings (517) (4,458)
Other non-cash changes (681) 462
Conversion of borrowing to equity 731 457
Change in net debt resulting from cashflows (386) (3,895)
Net debt at the start of the year (5,747) (1,852)
Net debt at the end of the year (6,133) (5,747)
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.
36. Prior year adjustments
Impact on the Consolidated Statement of Comprehensive Income and Consolidated
Statement of Financial Position
Adjustment 1
On 26 August 2021, the Company acquired 49% of a battery-recycling business,
Recyclus Group Ltd ("Recyclus") for nil consideration.
From the date of the acquisition to the end of the financial year ended 30
June 2024, the Directors determined that the Company had significant influence
over Recyclus but not control, based on their assessment of the requirements
of IFRS 10.
The Directors had assessed whether the Company controlled Recyclus by
considering factors such as:
● the interest in Recyclus' Share Capital was below 50%;
● the directors of Recyclus who were also directors of the Company
recused themselves from voting on matters pertaining to Recyclus;
● the Board of Recyclus had been comprised of a majority of
directors who were independent of the Company;
● decisions were by the Board of Recyclus independently of the
Company's influence;
● the extent of Recyclus' dependency on the Company for the funding
of its future development
In the Company's consolidated financial statements, Recyclus was treated as an
associate and equity accounted in accordance with IAS 28 requirements in the
financial years ended 30 June 2022, 30 June 2023 and 30 June 2024.
This treatment was reviewed by the Corporate Reporting Review Team of the FRC
in May 2024, which carried out a limited scope review of the Company's annual
report and accounts for the year ended 30 June 2023 in accordance with Part 2
of the FRC Corporate Reporting Review Operating Procedures. The extent of
their limited scope review was to consider only how far the Company had
satisfied the relevant reporting requirements in respect of its investment in
Recyclus and the loans advanced to that company. They did not conduct a full
review of the 2023 annual report and accounts.
As a result of the review by the limited scope review by the Corporate
Reporting Review team of the FRC, the Company re-assessed its consideration
over the judgemental treatment of Recyclus as an associate. It has now been
judged that Recyclus was controlled by the Company since the date of its
acquisition. In accordance with IAS 8, the comparative figures have been
restated and the acquisition accounted for in accordance with IFRS 3. The
change in treatment, on this judgemental area, has been corrected
retrospectively, and the financial statements now reflect the relevant
amendments. FRC's review provides no assurance that the annual report and
accounts are correct in all material respects.
The Company's financial statements were restated with effect from the date of
the Company's acquisition of Recyclus, being 26 August 2021. Recyclus is the
parent company of the following companies:
● Libatt Recycling Limited
● Halo Battery Recycling Limited
● LiBox Limited
Adjustment 2
Restatement of CLG and ACM convertible loan note valuations
During the preparation of the financial statements for the year ended 30 June
2025, the Group identified an error in the initial allocation of the CLG and
ACM convertible loan note instruments recognised in the prior year.
Under the original allocation, the embedded derivative financial liability
(measured at FVTPL) was overstated, and the host contract liability (measured
at amortised cost) was understated, with a consequential impact on the
allocation of transaction costs and the subsequent measurement of each
component through profit or loss.
The error arose from the inputs and methodology applied in the Monte Carlo
simulation model used to determine the fair value of the embedded derivative
at initial recognition. The revised valuations were prepared and have been
adopted as the basis for the restated comparative figures.
The restatement only impacts the year ended 30 June 2024, it has no impact on
the total proceeds received, the total nominal value of the convertible
instruments, or the equity-classified warrant reserve.
Prior year adjustments (continued)
The impact of these adjustments is summarised below:
Consolidated statement of financial position
Year ended 30 June 2024 Previous Adjustment 1 Restated
2024 Adjustment 2 2024
£000 £000 £000 £000
Non-current assets
Property, plant and equipment 5 3,588 - 3,593
Right-of-use asset - 923 - 923
Intangible assets 15,135 118 - 15,253
Financial assets 30 - - 30
Loans to associates 7,051 (7,051) - -
Total non-current assets 22,221 (2,422) - 19,799
Current assets
Inventory - 120 - 120
Assets held for sale 905 - - 905
Trade and other receivables 432 330 - 762
Cash and cash equivalents 15 8 - 23
Current assets 1,352 458 - 1,810
Total assets 23,573 (1,964) - 21,609
Current liabilities
Liabilities directly associated with the assets held for sale 27 - 27
-
Trade and other payables 1,497 947 - 2,444
Lease liability - 114 - 114
Borrowings 3,109 787 - 3,896
Total current liabilities 4,633 1,848 - 6,481
Non-current liabilities
Lease liability - 849 - 849
Borrowings 496 - 1,378 1,874
Derivative financial liability 3,092 - (2,543) 549
Total non-current liabilities 3,588 849 (1,165) 3,272
Total liabilities 8,221 2,697 (1,165) 9,753
Net assets 15,352 (4,661) 1,165 11,856
Equity
Share Capital 1,609 - - 1,609
Share Premium 22,285 - 26 22,311
Warrants reserve 761 - - 761
Convertible loan reserve 297 - - 297
Share-based payments reserve 2,320 - - 2,320
Foreign exchange reserve 34 - - 34
Accumulated deficit (11,967) (1,895) 1,139 (12,723)
Equity attributable to owners of the parent 15,339 (1,895) 1,165 14,609
Non-controlling interests (note 32) 13 (2,766) - (2,753)
Total equity 15,352 (4,661) 1,165 11,856
Prior year adjustments (continued)
Consolidated statement of comprehensive income
For the year ended 30 June 2024 Previous Adjustment Adjustment 2 Restated
2024 1 2024
£000 £000 £000 £000
Revenue - 547 - 547
Cost of sales - (242) - (242)
Gross profit - 305 - 305
Administrative expenses (2,408) (2,730) - (5,138)
Impairment loss (1,351) - - (1,351)
Operating loss (3,759) (2,425) - (6,184)
Other income 17 353 - 370
Net foreign exchange (losses) (14) - - (14)
Finance income 550 (550) - -
Other finance costs (2,549) (268) 1,139 (1,678)
Share of loss in associate (887) 887 - -
Loss before taxation from continuing operations (6,642) (2,003) 1,139 (7,506)
Income tax - - - -
Loss for the period from continuing operations (6,642) (2,003) 1,139 (7,506)
Profit/(loss) on discontinued operations, net of tax 13 - - 13
Loss for the year (6,629) (2,003) 1,139 (7,493)
Attributable to:
Equity holders of the Company (6,628) (803) 1,139 (6,292)
Non-controlling interests (1) (1,200) - (1,201)
Loss for the year (6,629) (2,003) 1,139 (7,493)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences arising on translation of foreign operations 6 - - 6
Total comprehensive loss for the period (6,623) (2,003) 1,139 (7,487)
Attributable to:
Equity holders of the Company (6,622) (803) 1,139 (6,286)
Non-controlling interests (1) (1,200) - (1,201)
Total comprehensive loss for the period (6,623) (2,003) 1,139 (7,487)
Basic and diluted Loss per share in pence attributable to owners of the
Company from:
Total operations (0.30)p (0.19)p 0.08p (0.41)p
Discontinued operations - - -
Prior year adjustments (continued)
Consolidated statement of financial position
Year ended 30 June 2023 Previous Restated
2023 Adjustment 1 2023
£000 £000 £000
Non-current assets
Property, plant and equipment 4 3,078 3,082
Right-of-use - 1,050 1,050
Intangible assets 15,789 82 15,871
Financial assets 1,221 - 1,221
Investment in associates - - -
Loans to associates 5,185 (5,185) -
Total non-current assets 22,199 (975) 21,224
Current assets
Inventory - 150 150
Trade and other receivables 81 318 399
Cash and cash equivalents 318 61 379
Current assets 399 529 928
Total assets 22,598 (446) 22,152
Current liabilities
Trade and other payables 438 467 905
Lease liability - 108 108
Borrowings - 298 298
Total current liabilities 438 873 1,311
Non-current liabilities
Lease liability - 963 963
Borrowings 1,557 376 1,933
Derivative financial liability 230 - 230
Total non-current liabilities 1,787 1,339 3,126
Total liabilities 2,225 2,212 4,437
Net assets 20,373 (2,658) 17,715
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 (6,759) 1,092 (7,851)
Equity attributable to owners of the parent 20,359 1,092 19,267
Non-controlling interests 14 1,566 (1,552)
Total equity 20,373 (2,658) 17,715
Prior year adjustments (continued)
Consolidated Statement of Cash Flows
For the year ended 30 June 2024 Previous 2024 Adjustment 1 Adjustment Restated 2024
2
£000 £000 £000 £000
Cash flows from operating activities
Loss before tax from continuing operations (6,642) (2,003) 1,139 (7,506)
Profit/(loss) from discontinued operations 13 - - 13
Loss before tax (6,629) (2,003) 1,139 (7,493)
Adjustments for:
Depreciation 1 241 - 242
Finance income (550) 550 - -
Lease - 37 - 37
Loss/(gain) on derivative financial liability 1,132 - (904) 228
Finance charges 1,417 268 (235) 1,450
Share option charge 102 - - 102
Share of loss in associate 887 (887) - -
Impairment loss 1,351 - - 1,351
Foreign exchange movements 14 - - 14
Net cashflow before changes in working capital (2,275) (1,794) - (4,069)
Movement in inventory - 30 - 30
Movement in receivables (393) (9) - (402)
Movement in payables 882 546 - 1,428
Net cash (used in) operating activities (1,786) (1,227) - (3,013)
Cash flows from investing activities
Purchase of property, plant and equipment (2) (625) - (627)
Exploration expenditure (406) (36) - (442)
Loan to associate (2,186) 2,186 - -
Net cash used in investing activities (2,594) 1,525 - (1,069)
Cash flows from financing activities
Issue of share capital - - - -
Proceeds from exercise of warrants 133 - - 133
Proceeds of borrowing 4,335 53 - 4,388
Repayment of borrowings (20) (321) - (341)
Finance expense (51) (83) - (134)
Cost of procuring convertible loan notes (320) - - (320)
Net cash generated from financing activities 4,077 (351) - 3,726
Net change in cash and cash equivalents during the period (303) (53) (356)
-
Cash at the beginning of period 318 61 - 379
Cash and cash equivalents at the end of the period 15 8 - 23
Prior year adjustments (continued)
Adjustment 1
Effect on the loan to subsidiary reclassification and valuation in the company
parents accounts
In the parent company accounts, the loan to RG group since inception (June
2021) was carried at amortised cost using the effective interest rate method.
As noted by the FRC, the terms of the loan included a conversion feature which
did not meet the Solely Payments of Principal and Interest (SPPI) condition in
IFRS 9.
SPPI looks at whether the contractual cash flows of a financial asset are only
payments of principal and interest on the amounts outstanding. Per IFRS 9, if
the contractual terms change the timing or amount of cash flows (e.g., linked
to equity prices, conversion rights, or other non-basic lending features),
then those cash flows are not SPPI. As the instrument contains a convention
element, the Directors concluded that rather than being recognised at
amortised cost, the loan should instead have been recognised at fair value
through profit and loss.
For financial assets, IFRS 9 requires the classification requirements to be
applied to an entire hybrid contract, rather than separating out an embedded
derivative element.
The loan was valued by a professional reputable third-party expert at
inception, 1 July 2023, 30 June 2024, 30 June 2025, and all relevant
differences adjusted in the respective periods in accordance with IFRS 9 (note
211).
Adjustment 2
Restatement of CLG and ACM convertible loan note valuations
These convertible loan notes are held in the Company's separate financial
statements. The nature and basis of the restatement is as described above.
The impact of these adjustments is summarised below:
Prior year adjustments (continued)
Company Statement of Financial Position
As at 30 June 2024
As reported Adjustment 1 Adjustment 2 Restated*
2024 2024
£000 £000 £000 £000
Non-current assets
Property, plant and equipment 3 - - 3
Investment in subsidiaries 14,300 - - 14,300
Trade and other receivables carried at amortised cost 3,087 - 3,087
-
Loans to subsidiary carried at FV - 6,518 - 6,518
Financial investments carried at FV 30 - - 30
Investment in associates - - -
Loans to associates 7,051 (7,051) - -
Total non-current assets 24,471 (533) - 23,938
Current assets
Asset held for sale 605 - - 605
Trade and other receivables 423 - - 423
Cash and cash equivalents 1 - - 1
Current assets 1,029 - - 1,029
Total assets 25,500 (533) - 24,967
Current liabilities
Trade and other payables 1,490 1 - 1,491
Borrowings 3,109 - - 3,109
Total current liabilities 4,599 1 - 4,600
Non-current liabilities
Trade and other payables 1,102 - - 1,102
Borrowings 496 - 1,378 1,874
Derivative financial liability 3,092 - (2,543) 549
Total non-current liabilities 4,690 - (1,165) 3,525
Total liabilities 9,289 1 (1,165) 8,125
Net assets 16,211 (534) 1,165 16,842
Equity
Share Capital 1,609 - - 1,609
Share Premium 22,285 - 26 22,311
Warrants reserve 761 - - 761
Convertible loan reserve 297 - - 297
Share-based payments reserve 2,320 - - 2,320
Accumulated deficit (11,061) (534) 1,139 (10,456)
Total equity 16,211 (534) 1,165 16,842
Prior year adjustments (continued)
Company Statement of Financial Position
As at 30 June 2023
As reported Adjustment 1 Restated*
2023 2023
£000 £'000 £000
Non-current assets
Property, plant and equipment 2 - 2
Investment in subsidiaries 14,905 - 14,905
Trade and other receivables carried at amortised cost 1,365 - 1,365
Loans to subsidiary carried at FV - 5,336 5,336
Financial investments carried at FV 1,219 - 1,219
Investment in associates - - -
Loans to associates 5,185 (5,185) -
Total non-current assets 22,676 151 22,827
Current assets
Asset held for sale - - -
Trade and other receivables 81 - 81
Cash and cash equivalents - - -
Current assets 81 - 81
Total assets 22,757 151 22,908
Current liabilities
Trade and other payables 402 - 402
Borrowings - - -
Total current liabilities 402 - 402
Non-current liabilities
Trade and other payables - - -
Borrowings 1,557 - 1,557
Derivative financial liability 230 - 230
Total non-current liabilities 1,787 - 1,787
Total liabilities 2,189 - 2,189
Net assets 20,568 151 20,719
Equity
Share Capital 1,513 - 1,513
Share Premium 21,860 - 21,860
Warrants reserve 1,499 - 1,499
Convertible loan reserve - - -
Share-based payments reserve 2,218 - 2,218
Accumulated deficit (6,522) 151 (6,371)
Total equity 20,568 151 20,719
Company Statement of Cash Flows
AS AT 30 JUNE 2024
Previous Adjustment 1 Adjustment 2 Restated
2024 2024
£000 £000 £000 £000
Cash flows from operating activities
Loss before taxation (5,959) (685) 1,139 (5,505)
Adjustments for:
Depreciation 1 - - 1
Finance income (594) 213 - (381)
Loss/(gain) on derivative financial liability 1,132 - (904) 228
(Gain)/loss on Fin asset FVTPL (Recyclus loan) - 1,359 1,359
Finance charges 1,417 - (235) 1,182
Share option charge 102 - - 102
Share of loss in associate 887 (887) - -
Impairment loss 1,189 - - 1,189
Management fees charged to subsidiary - (423) - (423)
Foreign exchange movements 1 - - 1
Net cashflow before changes in working capital (1,824) (423) - (2,247)
Movement in receivables (778) 422 - (356)
Movement in payables 884 - - 884
Net cash (used in) operating activities (1,718) (1) - (1,719)
Cash flows from investing activities
Purchase of property plant and equipment (2) - - (2)
Loans to associates (2,186) 2,186 - -
Loans to subsidiaries (170) (2,185) - (2,355)
Net cash used in investing activities (2,358) 1 - (2,357)
Cash flows from financing activities
Issue of share capital - - - -
Cost of issue of shares - - - -
Proceeds from exercise of warrants 133 - - 133
Proceeds of borrowing 4,335 - - 4,335
Finance expense (71) - - (71)
Cost of borrowing (320) - - (320)
Net cash generated from financing activities 4,077 - - 4,077
Net change in cash and cash equivalents during the period 1 - - 1
Cash at the beginning of period - - - -
Cash and cash equivalents at the end of the period 1 - - 1
37. Events occurring after the reporting date
Close Brothers loan agreement
On 4 August 2025, Recyclus secured a £1.1 million loan agreement with Close
Brothers enabling it to operate without additional support from Technology
Minerals.
Bluebird Metals
In August 2025, BlueBird Metals LLC acquired a further 10% in the Group's
Idaho projects taking its total interest up to 90%.
Private placing
In January 2026, the Company raised £350,000 before expenses by agreeing the
issue of 350 million ordinary shares at £0.001 per share.
Loan agreement with Recyclus
On 5 March 2026, the Company announced that it had entered into a binding
letter of intent with Recyclus, which constituted a related party transaction,
and which set out the principal terms of a new loan agreement ("the New
Agreement") to be entered into, replacing the previous loan agreement between
the parties, dated February 2022.
The New Agreement provides that the loan will have a seven (7) year term and
will be secured by a second ranking charge over the assets of Recyclus and its
subsidiaries.
The loan will accrue an increasing rate of interest during the term of the
loan.
The interest rates are: 2.5% in the first year; the Bank of England base rate
in year two and three; Bank of England base rate +1% in year four; Bank of
England base rate +2% in Year five; and Bank of England base rate +3% the
following years. Recyclus will receive a £0.5 million early repayment
discount should it repay the outstanding loan balance within three (3) years
from the date of the New Agreement.
Interest on the loan will accrue at the aforementioned rates from the date of
the New Agreement, to be paid on or before the last day of each month. No
repayment of any interest thereon shall be due until the first anniversary of
the New Agreement, and no repayment of the principal shall be due until the
second anniversary of the New Agreement. In the event of a default that is not
remedied within 45 days, additional default interest shall apply.
Under the terms of the New Agreement, the Company has the right to appoint and
maintain one director to the Recyclus Board. Nick Kounoupias, Non-Executive
Director of Technology Minerals, is the Company's nomination to join the
Recyclus Board as the Company's representative, such appointment to be subject
to approval of the Recyclus Board. If the number of directors at Recyclus
increases, Technology Minerals has the right to appoint further directors
pro-rata.
38. Ultimate controlling party
The company does not have a single controlling party.
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