REG - Technology Minerals - Interim Results
27/03/2024 07:00
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RNS Number : 4234I Technology Minerals PLC 27 March 2024
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
27 March 2024
Technology Minerals Plc
("Technology Minerals" or the "Company")
Interim Results
Technology Minerals Plc (LSE: TM1), the first listed UK company focused on
creating a sustainable circular economy for battery metals, is pleased to
announce its results for the six months to 31 December 2023.
HIGHLIGHTS
Recyclus Group Ltd ("Recyclus")
An associate undertaking, 48.35% owned by Technology Minerals
· First UK industrial scale lithium-ion ("Li-ion") battery
recycling plant operational following successful completion of the
Commissioning Phase at the Recyclus facility in Wolverhampton, West Midlands.
o Accumulated 100 tonnes of feedstock, the maximum allowed under the
Environmental Agency ("EA") permit, achieved a significant rise in recycling
production and reached up to 45% net black mass yield.
· Received the variation licence from the EA in October 2023 to
commence full automated operations at its lead acid battery recycling plant in
Tipton, West Midlands.
· Received first orders of LiBoxes, from automotive retail group
Waylands, to store waste Li-ion batteries across its Volvo retail network
sites in Bristol, Reading and Oxford.
· WMG, University of Warwick, selected Recyclus to design and
supply an industrial grade Li-ion battery shredder.
· Filed an International Patent Application for its lead paste
desulphurisation process, developed from its recycling facility in Tipton,
under the Patent Co-operation Treaty.
· Strengthened team with the appointment of automotive industry
experts Andrew Goss and Phil Hodgkinson, and Sadie Wigglesworth as
consultants.
· Proposed acquisition of the remaining issued capital of Recyclus
continues to progress as planned. The latest iteration of the prospectus was
submitted to FCA recently and a further draft expected to be submitted next
month. Consequently, the Company expects that the prospectus will be
circulated for shareholder approval in Q2 2024.
Mineral Exploration
· Global Battery Metals Ltd ("GBML") exercised its Second Option at
the Leinster Property, bringing its interest in the project to 55%.
· GBML completed a structural remote sensing study at Leinster,
with 25 new exploration targets identified, and completed the inaugural first
phase of drilling on the Knockeen Lithium Pegmatite Project.
· Received assay results from the initial Knockeen shallow trench
sampling programme at Leinster, with results grading as high as 2.55% Li(2)O.
Post Period End
· Recyclus appointed Anwar Sattar, a Chemical Engineer with
extensive expertise in Li-ion battery recycling chemistries, as its Scientific
Director with effect from 2 January 2024.
· On 3 January 2024, the Company entered into a Convertible Bond
facility with CLG Capital LLC for £5 million, drawable in agreed tranches. At
the date of this report a gross amount of £600,000 had been drawn and
warrants over an aggregate of 18,126,495 Ordinary shares have been issued, of
which 8,115,162 are exercisable until at a price of £0.01848 per share and
10,011,333 are exercisable at £0.01498 per share until 5 and 18 January 2027,
respectively. The number of warrants issued were based on the first two
tranches of a total of £1 million and will be adjusted accordingly to reflect
the amounts drawn.
· In January 2024, an offer was made to warrant holders to exercise
warrants on revised terms. 11,062,783 new ordinary shares were issued from the
exercise of such warrants, raising £0.1 million.
· In February 2024, Recyclus signed an agreement with Servicesure
Autocentres ("Servicesure") to receive Li-ion batteries for recycling from its
network of independent autocentres.
· 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. At the date of this report, £1.5
million had been drawn.
· On 29 March 2024, Recyclus won the Automotive award at The
Engineer's Collaborate to Innovate for its Universal Battery Recycling System
in collaboration with University of Birmingham ("UoB").
Alex Stanbury, Chief Executive Officer of Technology Minerals, said: "We have
seen significant progress during the period, culminating in the completion of
commissioning at Recyclus' Li-ion recycling plant which is operational and the
initiation of the commissioning phase at the Tipton lead acid site.
Production volumes continue to build as we scale up operations at the UK's
first industrial scale Li-ion battery recycling plant, which is achieving a
45% recycling rate from end-of-life battery to black mass, containing minerals
that are in high demand and are crucial for the battery manufacturing sector.
Ensuring there is security of supply of additional sources of critical
minerals through recycling will be pivotal amidst the ongoing push for
electrification, both in the UK and Europe.
"Additionally, we continue to advance our exploration assets and saw
particularly positive outcomes at the Leinster Lithium Project in Ireland. By
working with exploration partners to advance the development of our diverse
assets, we see potential to add significant value to the portfolio without
taking on the more substantial costs associated with developing exploration
assets.
"With the crucial building blocks in place, and the proposed acquisition of
Recyclus progressing, we believe we are well positioned to see a significant
ramp-up in the production of black mass from operations in 2024 as we execute
our strategy to create a fully circular economy for battery metals and
continue to further enhance our processes and technologies for long term
growth."
Enquiries
Technology Minerals Plc
Robin Brundle, Executive Chairman c/o +44 (0)20 4582 3500
Alexander Stanbury, Chief Executive Officer
Oberon Investments Limited (Broker)
Nick Lovering, Adam Pollock +44 (0)20 3179 5300
Gracechurch Group (Financial PR)
Harry Chathli, Alexis Gore, Rebecca Scott +44 (0)20 4582 3500
About 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. The Company
currently holds 48.35% of the issued share capital of Recyclus Group Ltd, the
UK's first industrial-scale recycler of both lithium-ion and lead batteries.
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) .
INTERIM MANAGEMENT REPORT
Overview
The past six months have been a period of significant progress for Technology
Minerals and Recyclus, during which it has achieved multiple key milestones in
its strategy to create a fully circular economy for critical battery metals.
Recyclus has considerably strengthened the foundations required to scale-up
operations at both its Li-ion and lead acid recycling plants, having commenced
operations at the Wolverhampton Li-ion site which have already yielded
impressive results in purity of the black mass produced, whilst entering the
commissioning phase at its Tipton lead acid facility. In a clear indication of
Recyclus' status as a pioneer in the battery sector with a strong reputation,
Recyclus was selected by the UK government as a founding member of its UK
Battery Strategy Taskforce.
In addition, Technology Minerals has continued to progress advancing the value
of its diverse range of critical battery mineral exploration assets across the
globe, mostly notably with the Leinster Lithium project in Ireland.
Operating Review
Driving the circular economy for Li-ion batteries across the UK
Wolverhampton (Li-ion battery recycling)
Recyclus successfully concluded the commissioning phase at its Wolverhampton
plant in September 2023, the first plant in the UK with the capacity to
recycle Li-ion batteries on an industrial scale. The plant is now fully
operational and receiving a steady influx of Li-ion battery waste from various
commercial sources, for which it has already achieved a very significant
recycling rate of up to 45% net black mass yield. Recyclus has also
accumulated the 100 tonnes of feedstock allowed under the EA permit. Since
completing the commissioning phase, Recyclus has focused on building up
production volumes at the plant, which is permitted to process 22,000 tonnes
of Li-ion batteries per annum.
Recyclus' state-of-the-art Wolverhampton facility processes waste Li-ion
batteries into black mass, which contains critical battery metals that can be
reprocessed and sold back into the battery manufacturing supply chain.
Recyclus anticipates the receipt of gate fees for collection and storage of
spent Li-ion batteries, and from the sale of black mass and other recycled
materials produced during the recycling process. Through the provision of this
much-needed technology, Recyclus is uniquely positioned to address the
challenges associated with increasing levels of battery waste created by the
global sustainable shift towards electrification. The Wolverhampton site is
expected to process 8,300 tonnes of battery waste in its first full year of
production and represents the first of five plants which Recyclus aims to
construct in the UK.
Post-period, Recyclus signed agreements to receive Li-ion batteries for
recycling from Servicesure, a prominent network of more than 600 independent
autocentres in the UK, and from Beryl, a UK-based shared sustainable transport
operator.
Tipton (lead acid recycling)
Recyclus' Tipton lead acid battery recycling plant entered its commissioning
phase in October 2023, having received final clearance by the EA to commence
fully automated operations. Commissioning was paused in late 2023 to enable
Recyclus to focus resources at its Li-ion processing plant at Wolverhampton
and is expected to resume in Q2 2024. The plant is designed to process up to
12 tonnes per hour of lead acid batteries at an industrial-scale using a fully
automated system that does not release any particle or gas emissions into the
atmosphere, recycling them into their constituent parts to recover lead, acid
and plastic materials for reuse in a wide range of industries. By recycling
lead acid batteries in a sustainable manner, Recyclus will play a key role in
keeping resources in use for longer, minimising waste and reducing the
environmental impact of spent batteries.
Recyclus also achieved patent-pending status for its proprietary lead paste
desulphurisation process developed from the plant in July 2023. The innovative
process significantly reduces the sulphur content of the recycled lead paste
to produce 'alpha' paste, which when smelted produces lower levels of
hazardous sulphur oxide (SOx) and in turn requires lower levels of energy
through the smelting process which reduces smelting costs. The process also
reduces water consumption by assisting the filtration rate during smelting.
Recyclus continues to work towards achieving patent status for this pioneering
solution which will address multiple key concerns in the lead acid battery
recycling industry.
LiBox Battery Storage and Transportation Boxes
In November 2024, Recyclus made its first delivery of its LiBox storage and
transportation boxes to automotive retail group Waylands, which is using them
to store waste Li-ion batteries across its Volvo outlets in Bristol, Reading
and Oxford.
Recyclus has developed LiBox as part of its commitment to the safe handling of
Li-ion batteries, and provision of an integrated one point of contact waste
management solution to customers. The boxes hold UN-standard safety
certification having satisfied the rigorous safety standards required and are
also compliant with ADR certification P911(1) which is required for the
transportation of hazardous goods. The award of both certifications confirmed
Recyclus' ability to safely store and transport batteries, highlighting the
importance of security and safety in the battery supply chain.
Appointments
In July 2023, Recyclus appointed automotive industry experts Andrew Goss and
Phil Hodgkinson as consultants with effect from 1 July 2023. Their extensive
sector knowledge, experience and global networks across the automotive and
gigafactory sectors will prove invaluable as Recyclus embarks on the next
phase of its development to become a leader for the UK in the circular economy
for batteries, accelerating the transition towards a green low carbon economy.
In September 2023, Recyclus appointed experienced automotive industry
consultant, Sadie Wigglesworth, as sales and marketing adviser to boost
Recyclus' visibility, grow existing partnerships and attract new ones.
Post period, Recyclus appointed Anwar Sattar as its Scientific Director. As an
accomplished Chemical Engineer with strong expertise in Li-ion battery
recycling, Anwar will support Recyclus' in accelerating the roll-out of
additional plants across the UK and further refinement of its black mass
recovery process.
Proposed Acquisition of Recyclus
Technology Minerals' proposed acquisition of the remaining issued share
capital of Recyclus continues to progress well and marks the next stage of
Technology Minerals' growth as a key player in enabling the transition towards
a cleaner, lower carbon future in the UK and beyond. The acquisition will
crystallise Technology Minerals' efforts to create a fully circular economy
for battery metals by consolidating both the minerals exploration and battery
recycling businesses in line with the Company's twin-track strategy.
Developing mobile recycling system in Partnership with University of
Birmingham
Recyclus, in collaboration with the UoB, was awarded a grant of £1.96 million
from the UK Government's Innovate UK to create a mobile battery recycling unit
capable of safely handling any kind of Li-ion battery in March 2023.
Recyclus is leading the project to design and build a compact prototype
Universal Battery Recycling System ("UBRS") based upon Recyclus' existing
technology for industrial scale Li-ion battery recycling, in the form of a
mobile recycling truck. UoB will provide leading edge 3D printing techniques
incorporating additive manufacturing for the required cutting tools. The
system will reduce Li-ion batteries into their constituent parts including
black mass, whilst being completely sealed and emission free.
The Recyclus mobile unit will provide a reliable, cost-effective and automated
solution for the safe and environmentally friendly recycling of Li-ion
batteries across the UK, to accelerate recovery of the critical raw materials
needed for the transition towards electrification whilst significantly
reducing the use of landfill. Securing the funding from Innovate UK is a
strong endorsement for Recyclus, and the vital nature of the project.
Post period, Recyclus gained further recognition of its collaborative efforts
at The Engineer Collaborate to Innovate awards, in which it won in the
Automotive category. This award stands as an endorsement for the innovative
work that Recyclus has accomplished through its collaboration with the UoB.
Partnership with Warwick Manufacturing Group ("WMG")
Recyclus, following a competitive tender process, was selected by WMG,
University of Warwick in November 2023 to design, manufacture, supply,
install, commission and train operators for the use of an industrial grade
Li-ion battery shredder. Based on Recyclus' pioneering industrial scale Li-ion
battery recycling plant at Wolverhampton, the shredder will enable WMG to
shred cells and modules in a safe manner to further advance its research in
battery recycling technologies and black mass. The partnership is a strong
endorsement of Recyclus' innovative technology, leading expertise and
capability in the field, and further evidence Technology Minerals' commitment
towards providing solutions to ensure national security of supply of battery
metals for the UK.
This agreement strengths the already established relationship between WMG and
Recyclus, having previously created a four-year Engineering Doctorate focused
on battery recycling technologies. WMG is a leading academic group providing
research, education and knowledge transfer in engineering, management,
manufacturing and technology.
UK Battery Taskforce
In October 2023, Technology Minerals was appointed as a founding member of the
Department for Business and Trade (DBT) UK Battery Strategy Taskforce, to work
alongside the government to accelerate the UK's goal of achieving a globally
competitive battery supply chain by 2030 which supports economic prosperity
and the net zero transition. The appointment is a clear indication of
Technology Minerals' status as a pioneer in the sector with a strong
reputation amongst industry stakeholders and academic institutions.
Exploration Projects for Battery Metals - Progressing battery metals' assets
up the value chain
Technology Minerals holds a globally diverse portfolio of exploration projects
focused on the critical minerals required for the global transition to net
zero. These include lithium, cobalt, copper, nickel and manganese, based at
projects in Ireland, Spain, the USA and Cameroon.
Technology Minerals' project generation and incubation strategy selects
early-stage concepts and projects with the potential to increase in value
through prudent deployment of risk capital to attract larger funding and joint
venture partners to advance their development. This strategy provides the
Company with the ability to add significant value to the portfolio without
incurring the more substantial financial and dilutionary costs normally
associated with public companies developing exploration assets.
Leinster saw further advances and encouraging results during the past six
months with assay results from the initial Knockeen shallow trench sampling
programme grading as high as 2.55% Li(2)O as of December 2023, with several
grab samples from large pegmatite boulders returning grades as high as 3.00%
Li(2)O. The Leinster Project continues to return consistently positive results
and reaffirms the value potential of the prospect.
In July 2023, GBML exercised its Second Option with respect to the Lithium
Project, acquiring an addition 37.5% equity interest, bringing GBML's total
equity interest in the Project to 55%. The Leinster Project is operated under
an exclusive Earn-in and Option agreement with GBML with no project
expenditure required by the Company.
In July 2023 at the TMC Project in Cameroon, a desktop evaluation report by Dr
Sandy Archibald of Aurum Exploration Ltd, based on new geological and
geophysical data obtained, was submitted to Cameroon Ministry of Mines,
identifying areas for a proposed field-based sampling programme. The TMC
Project consists of five exploration permits covering an area of 2,456
km(2) and are situated in the East Region of southeastern Cameroon. They are
believed to be prospective for cobalt-nickel laterites.
The Company's exploration assets by location and resource:
Project Location Resource
Asturmet Spain Nickel, Copper, Cobalt
Blackbird Creek Property and Emperium USA Primary Cobalt
NW Leinster Lithium Ireland Lithium
Technology Minerals Cameroon Cameroon Nickel Laterite, Cobalt
Oacoma USA Manganese, Nickel, Cobalt, Rare Earth Oxides
Financial Review
The Group made a loss for the period of £1.5 million (H1 2022: £0.7 million
loss). In July and September 2023, the Company raised a total of £1.2 million
from a long-term shareholder through the issue of Convertible Loan Notes. In
November 2023, Technology Minerals announced that it has extended the exercise
period of warrants to subscribe for an aggregate of 353,164,631 Ordinary
shares exercisable at 3.375p per Ordinary share and 6,666,666 Ordinary shares
exercisable at 2.25p per Ordinary share, from 17 November 2023 to 31 January
2024. In January 2024, an offer was made to warrant holders to exercise on
proposed terms. 11.1 million new ordinary shares were issued from the exercise
of such warrants raising £0.1 million. Since the end of the period, £2.1
million has been raised from drawings under Convertible Bond facilities.
Risks
The Company was incorporated recently, in 2021 and lacks a significant
operating history, and therefore, investors have little basis on which to
evaluate the Company's ability to achieve its objective of identifying,
acquiring and operating one or more companies, businesses, prospects or
assets.
In the opinion of the Directors, based on the Group's financial projections,
they have satisfied themselves that the business is a going concern. In the
period, the Company raised a total of £1.2 million from a long-term
shareholder through the issue of Convertible Loan Notes (before expenses) to
finance the working capital requirements of the Group. Since the period end,
the Company raised £0.1 million from the exercise of warrants and has drawn a
further £2.1 million from other Convertible Bond facilities, of which £1.5
million was drawn as the first tranche under a £5.5 million facility drawable
according to an agreed schedule at the Company's option. The Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and therefore the accounts
are prepared on a going concern basis.
The Directors do not consider that the Company's principal risks and
uncertainties have changed since the publication of its annual report and
accounts for the 12-month period ended 30 June 2023 on 31 October 2023, which
contains a detailed explanation of the risks relevant to the Company and is
available at:
www.technologyminerals.co.uk/investors-section/documents-results-and-reports
(http://www.technologyminerals.co.uk/investors-section/documents-results-and-reports)
.
Outlook
Technology Minerals has made significant progress over the last six months,
which has further solidified its position as a key player in the transition to
net zero as the world continues to electrify in 2024. The Board is pleased
to have seen excellent progress at Recyclus, which has hit significant
milestones including the completion of the commissioning phase at its
cutting-edge Wolverhampton Li-ion battery recycling plant, in addition to
beginning the commissioning phase at the Tipton lead acid facility.
As such, Recyclus is positioned for further development and growth in the
second half and beyond as it contributes towards the development of a circular
economy for both Li-ion and traditional lead acid batteries. Recyclus plans to
open multiple Li-ion and lead acid battery recycling facilities over the
coming years.
Recyclus' ongoing R&D partnerships with academic institutions developing
the next generation in battery recycling technology will further cement it as
a pioneer in the sector. Having been selected by the Government as a founding
member of the UK Battery Strategy taskforce, in a strong endorsement of its
expertise, Technology Minerals is positioned to help drive the UK's journey
towards net zero.
The Company continues to progress across its critical battery metal
exploration assets, having implemented strategies to add value to the
portfolio in a capital light manner whilst seeking partnerships to gain
further capital, creating an additional revenue stream for the portfolio and
shareholders.
The Company continued progress of the proposed acquisition of Recyclus. The
latest iteration of the Prospectus was submitted to FCA recently and a further
draft expected to be submitted next month. Consequently, the Company expects
the prospectus to be circulated for shareholder approval in Q2 2024. The
acquisition will further enhance Technology Minerals strategy to promote long
term sustainable growth through the expansion of Recyclus' commercial
footprint in the UK, making it a key contributor in the global transition
towards electrification.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Mr Alexander Stanbury
Chief Executive Officer
28 March 2024
Condensed Consolidated Statement of Comprehensive Income
for the six-months ended 31 December 2023
Notes 6 months to 6 months to Period ended
31 December 2023 31 December 2022 30 June
Unaudited Unaudited 2023
Audited
Continuing operations £000s £000s £000s
Administrative expenses (1,129) (786) (3,856)
Operating loss (1,129) (786) (3,856)
Other income 51 52 47
Net finance charges (398) 42 (111)
Loss before taxation (1,476) (692) (3,920)
Income tax - - -
Loss for the period (1,476) (692) (3,920)
Attributable to:
Equity holders of the Company (1,476) (689) (3,908)
Non-controlling interests - (3) (12)
(1,476) (692) (3,920)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange gains arising on translation of foreign operations 7 (2)
(2)
Total comprehensive income for the period (1,478) (685) (3,922)
Attributable to:
Equity holders of the Company (1,478) (682) (3,910)
Non-controlling interests - (3) (12)
Total comprehensive income for the period (1,478) (685) (3,922)
Earnings per share:
Basic and diluted earnings per share (pence) 6 (0.10)p (0.05)p (0.29)p
Condensed Consolidated Statement of Financial Position
As at 31 December 2023
31 December Restated 30 June
2023 31 December 2023
Notes Unaudited 2022 Audited
Unaudited
£000s £000s £000s
Non-current assets
Property, plant and equipment 6 4 4
Intangible assets 7 16,004 15,729 15,789
Financial assets 1,221 1,221 1,221
Investment in associates - - -
Loans to associates 8 7,146 4,764 6,493
Total non-current assets 24,377 21,718 23,507
Current assets
Trade and other receivables 66 182 81
Cash and cash equivalents 38 85 318
Current assets 104 267 399
Total assets 24,481 21,985 23,906
Current liabilities
Trade and other payables 9 (809) (762) (438)
Borrowings (1,004) - -
Total current liabilities 1,812 (762) (438)
Non-current liabilities
Borrowings 12 (1,705) (435) (1,557)
Derivative financial liability 12 (324) (65) (230)
Total non-current liabilities (2,029) (500) (1,787)
Total liabilities (3,841) (1,262) (2,225)
Net assets 20,639 20,723 21,681
Equity attributable to owners of the parent
Share Capital 10 1,513 1,304 1,513
Share Premium 10 21,860 20,125 21,860
Warrants reserve 1,884 1,457 1,499
Share-based payment reserve 2,269 - 2,218
Foreign exchange reserve 26 36 28
Accumulated deficit (6,927) (2,222) (5,451)
Equity attributable to owners of the parent 20,625 20,700 21,667
Non-controlling interests 14 23 14
Total equity 20,639 20,723 21,681
Condensed Consolidated Statement of Changes in Equity
for the six-month period ended 31 December 2023
Share based payment reserve
Foreign exchange reserve Non-controlling interests
Share capital Share premium Warrants Accumulat-ed deficit Total
reserve Equity Equity
£000 £000 £000 £000 £000 £000 £000 £000 £000
Balance at 30 June 2022 (audited) 1,271 19,770 1,420 - 30 (1,529) 20,962 26 20,988
Loss for the period - - - - - (689) (689) (3) (692)
Exchange loss on translation of foreign operations
- - - - 6 (4) 2 - 2
Total comprehensive income for the period - - - - 6 (693) (687) (3) (690)
Transactions with owners:
Issue of share capital 33 388 - - - - 421 - 421
Share issue costs - (33) - - - - (33) - (33)
Warrants issued - - 37 - - - 37 - 37
Balance at 31 December 2022 (unaudited)
1,304 20,125 1,457 - 36 (2,222) 20,700 23 20,723
Loss for the period - - - - - (3,219) (3,219) (9) (3,228)
Exchange gain on translation of foreign operations - - - - (8) (10) (18) - (18)
Total comprehensive income for the period - - - - (8) (3,229) (3,237) (9) (3,246)
Issue of share capital 209 1,760 - - - - 1,969 1,969
Share issue costs - (25) - - - - (25) (25)
Warrants issued - - 42 - - - 42 42
Share-based payment charge - - - 2,218 - - 2,218 2,218
Balance at 30 June 2023 (audited) 1,513 21,860 1,499 2,218 28 (5,451) 21,667 14 21,681
Share based payment reserve
Foreign exchange reserve Non-controlling interests
Share capital Share premium Warrants Accumulat-ed deficit Total
reserve Equity Equity
£000 £000 £000 £000 £000 £000 £000 £000 £000
Balance at 30 June 2023 (audited) 1,513 21,860 1,499 2,218 28 (5,451) 21,667 14 21,681
Loss for the period - - - - - (1,476) (1,476) - (1,476)
Exchange gain/(loss) on translation of foreign operations - - - - (2) - (2) - (2)
Total comprehensive income for the period - - - - (2) (1,476) (1,478) - (1,478)
Transactions with owners:
Warrants issued - - 385 51 - - 436 - 436
Balance at 31 December 2023 (unaudited)
1,513 21,860 1,884 2,269 26 (6,927) 20,625 14 20.639
Condensed Consolidated Statement of Cash Flows
for the six-month period ended 31 December 2023
6 months to 31 December 2023 6 months to 31 December 2022 Period ended 30 June 2023
Unaudited Unaudited Audited
£000's £000's £000's
Cash flows from operating activities
Loss before taxation (1,476) (692) (3,920)
Adjustments for:
Depreciation - 1 1
Finance income - (44) (196)
Gain on derivative financial liability 22 - (128)
Finance charges 372 2 394
Share option charge 51 - 2,218
Unrealised foreign exchange movements (9) 2 9
Net cashflow before changes in working capital (1,040) (731) (1,622)
Movement in receivables 7 (68) (60)
Movement in payables 372 179 (166)
Net cash used in operating activities (661) (620) (1,848)
Cash flows from investing activities
Purchase of property, plant and equipment (1) - -
Exploration expenditure (207) (321) (420)
Loans to associates (646) (151) (1,712)
Net cash used in investing activities (854) (472) (2,132)
Cash flows from financing activities
Issue of share capital - 400 1,310
Cost of issue of shares - (33) (58)
Proceeds of borrowing 1,235 460 2,760
Repayment of borrowing - (21) -
Finance expense - - (85)
Net cash generated from financing activities 1,235 806 3,927
Net increase in cash and cash equivalents during the period (280) (286) (53)
Cash at the beginning of period 318 371 371
Cash and cash equivalents at the end of the period 38 85 318
Notes to the condensed consolidated interim financial information
1. GENERAL INFORMATION
The Company is incorporated and domiciled in England and the registered number of the Company is 13446965. The registered office is 18 Savile Row, London, W1S 3PW.
2. BASIS OF PREPARATION
The accounting policies, methods of computation and presentation used in the
preparation of the condensed consolidated interim financial information are
shown below.
There have been no changes to the reported figures as a result of any new
reporting standards or interpretations.
Basis of preparation
The condensed interim financial statements ("Interim Financial Statements")
have been prepared in accordance with the requirements of IAS 34 "Interim
Financial Reporting". The Interim Financial Statements should be read in
conjunction with the audited consolidated financial statements of the Group
for the year ended 30 June 2023, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) in conformity with the
Companies Act 2006 and are available at www.technologyminerals.co.uk
(http://www.technologyminerals.co.uk) .
The financial information set out in this interim report is unaudited and does
not constitute statutory accounts as defined in section 434 of the Companies
Act 2006.
Comparatives
The comparatives are for the unaudited 6-month period ended 31 December 2022
and for the audited year to 30 June 2023. The business is not subject to
seasonal variations. The report of the auditors on the accounts for the year
ended 30 June 2023 was unqualified.
Going Concern
In the period, the Company raised a total of £1.2 million from a long-term
shareholder through the issue of Convertible Loan Notes (before expenses) to
finance the working capital requirements of the Group. Since the period end,
the Company raised £0.1 million from the exercise of warrants and has drawn a
further £2.1 million from other Convertible Bond facilities, of which £1.5
million was drawn as the first tranche under a £5.5 million facility drawable
according to an agreed schedule at the Company's option. In the opinion of the
Directors, based on the Group's financial projections, they have satisfied
themselves that the business is a going concern. The Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and therefore the accounts
are prepared on a going concern basis.
3. SIGNIFICANT ACCOUNTING POLICIES
The Interim Financial Statements have been prepared in accordance with the
accounting policies adopted in the Group's most recent annual financial
statements for the year ended 30 June 2023.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Interim 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.
The judgements, estimates and assumptions applied in the Interim Financial
Statements, including the key sources of estimation uncertainty, were the same
as those applied in the Group's last annual financial statements for the year
ended 30 June 2023.
5. BUSINESS AND GEOGRAPHICAL REPORTING
The Group's chief operating decision maker is considered to be the executive
directors (the 'Executive Board'). The Executive Board evaluates the
financial performance of the Group by reference to its reportable segments:
mineral exploration and holding company expenses. The activities of Recyclus
Group in battery recycling are not a reportable business segment because the
Company's interest in the share capital of Recyclus Group is currently less
than 50%.
Below is a summary of the Group's results, assets and liabilities by
reportable segment as presented to the Executive Board.
Mineral exploration Total
Holding Company
£000's £000s £000's
6 months to 31 December 2023 - Unaudited
Operating expenses (245) (1,231) (1,476)
Total segment operating loss (245) (1,231) (1,476)
6 months to 31 December 2022 - Unaudited
Operating expenses (129) (563) (692)
Total segment operating loss (129) (563) (692)
Year ended 30 June 2023 - Audited
Operating expenses (281) (3,639) (3,920)
Total segment operating loss (281) (3,639) (3,920)
Total segment assets
At 31 December 2023 - Unaudited 15,562 8,919 24,481
At 31 December 2022 - restated - Unaudited 15,729 6,256 21,985
At 30 June 2023 - Audited 15,359 8,547 23,906
Total segment liabilities
At 31 December 2023 - Unaudited (33) (3,809) (3,842)
At 31 December 2022 - restated - Unaudited (151) (1,111) (1,262)
At 30 June 2023 - Audited (37) (2,188) (2,225)
6. LOSS PER SHARE
Basic earnings per share ("EPS") 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. Warrants issued by the Company
that could potentially dilute basic EPS in the future have not been included
the calculation of diluted EPS because they are antidilutive for the period(s)
presented. See note 11 for further information on the warrants.
Unaudited Unaudited Audited
6 months to 6 months to Period ended
31 December 31 December 30 June
2023 2022 2023
£000's £000's £000's
Loss from continuing operations attributable to equity holders of the company (1,476) (692) (3,920)
Weighted average number of ordinary shares in issue 1,513,709,895 1,280,777,941 1,344,710,781
Basic and fully diluted loss per share from continuing operations in pence (0.1) (0.05) (0.29)
7. INTANGIBLE ASSETS
UNAUDITED
Cost Mineral exploration Total
£000s £000s
At 1 July 2023 15,789 15,789
Exploration expenditure 215 215
At 31 December 2023 16,004 16,004
Accumulated amortisation
At 1 July 2023 - -
Amortisation - -
At 31 December 2023 - -
Net book value at 31 December 2023 16,004 16,004
Unaudited
Cost Mineral exploration Total
£000s £000s
At 1 July 2022 (restated) 15,409 15,409
Additions 320 320
At 31 December 2022 15,729 15,729
Accumulated amortisation
At 1 July 2022 - -
Amortisation - -
At 31 December 2022 - -
Net book value at 31 December 2022 15,729 15,729
AUDITED
Cost Mineral exploration Total
£000 £000
At 1 July 2022 (restated) 15,409 15,409
Additions 420 420
FX 40 40
Disposals - -
At 30 June 2023 15,789 15,789
Accumulated amortisation
At 1 July 2022 - -
Amortisation - -
At 30 June 2023 - -
Net book value 30 June 2023 15,789 15,789
8. LOANS TO ASSOCIATES
During the period the Company provided a loan to Recyclus as follows:
£000s
At 30 June 2022 - Audited 4,538
Additions 226
At 31 December 2022 - Unaudited 4,764
Additions 1,729
At 30 June 2023 - Audited 6,493
Additions 653
At 31 December 2023 - Unaudited 7,146
Loans to associates generally bear 2% interest. The loan is repayable in
monthly instalments from July 2022.
9. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
31 December 2023 31 December 2022 30 June
£000s £000s 2023
£000s
Trade and other payables 639 611 230
Taxation and social security 135 133 106
Accruals 35 18 102
809 762 438
10. SHARE CAPITAL AND SHARE PREMIUM
Group and Company Number of ordinary shares of 1p Share Share
capital premium
£000s £000s
At 30 June 2022 1,271,423,593 1,271 19,770
Share issue - placings 32,000,000 32 368
Share issue - in lieu of services provided 1,100,000 1 20
Share issue - costs - - (33)
At 31 December 2022 1,304,523,593 1,304 20,125
Share issue - placings 91,000,000 91 819
Share issue - conversion of CLNs 118,186,302 118 942
Share issue - costs - - (26)
At 30 June 2023 1,513,709,895 1,513 21,860
At 31 December 2023 1,513,709,895 1,513 21,860
There were no share issuances during the 6-month period ended 31 December
2023.
11. WARRANTS
£0.735m of convertible bonds issued during the period had 73,500,000 share
warrants attached giving the holders the right to acquire shares in the
Company at an exercise price of 2 pence per share. The share warrants are
exercisable from 28 February 2024 and expire on 31 August 2025. See note 12
for details on the convertible bonds.
The fair value of the warrants issued during the period was calculated using
the Black-Scholes mode using the following information:
Number of shares that could be acquired on the exercise of the warrant
73,500,000
Fair value of one CLN Warrant £0.0052
Warrant Share exercise price £0.02
Date of grant 31 August 2023
Time to maturity, years 2
Share price £0.0145
Expected volatility*,% 79%
Expected dividend growth rate,% 0%
Risk-free interest rate (3 month bond),% 5.15%
*Calculation of volatility involves significant judgement by the Directors due
to the absence of the historical trading data for the Company at the date of
the grant.
The fair value of the share warrants is £385k and has been treated as a
finance cost amortised over convertible bond term.
The total number of warrants outstanding at 31 December 2023 was 446,919,087
(31 December 2022: 363,625,840; 30 June 2023: 373,419,087)
12. CONVERTIBLE LOAN NOTES
During the period the following convertible bonds were issued:
Amount borrowed Annual Interest rate Derivative financial liability
£000s % Debt at amortised cost £000s Fair value of warrants at amortised cost
Date £000s £000s
4 July 2023 500 12% 482 18 -
31 August 2023 735 12% 301 49 385
Total 1,235 783 67 385
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. 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.
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 at 31 December 2023 the total principle amount repayable on borrowings was
£2.935m (31 December 2022: £0.5m; 30 June 2023: £1.7m)
13. EVENTS OCCURRING AFTER THE REPORTING DATE
On 3 January 2024, the Company entered into a Convertible Bond facility with
CLG Capital LLC for £5 million, drawable in agreed tranches. At the date of
this report a gross amount of £600,000 had been drawn and warrants over an
aggregate of 18,126,495 Ordinary shares have been issued, of which 8,115,162
are exercisable until at a price of £0.01848 per share and 10,011,333 are
exercisable at £0.01498 per share until 5 and 18 January 2027, respectively.
The number of warrants issued were based on the first two tranches of a total
of £1 million and will be adjusted accordingly to reflect the amounts drawn.
On 4 January 2024, the redemption date of the £500,000 convertible bonds was
extended to 4 July 2024. See note 12 for further details.
In January 2024, an offer was made to warrant holders to exercise warrants on
revised terms. 11,062,783 new ordinary shares were issued from the exercise of
such warrants, raising £0.1 million.
On 20 March 2024, the Company entered into a Convertible Bond Facility with
Atlas Capital Markets in the total amount of £5.5 million, drawable in agreed
tranches. At the date of this report, £1.5 million had been drawn.
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