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RNS Number : 7964C Technology Minerals PLC 31 March 2025
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.
31 March 2025
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 2024.
HIGHLIGHTS
Mineral Exploration
· Sold its interest in exploration licences in Leinster, Republic
of Ireland, to European Lithium Limited ("European Lithium") ("the
Transaction"), subject to completion conditions.
o Agreement settled through the transfer to the Company of 1,371,742 shares
held by European Lithium in Critical Metals Corp ("CRML"), valued at US$10
million at the time of the signing of the Heads of Agreement, of which the
Company's share is 861,833 shares after settling with other parties
Recyclus Group Ltd ("Recyclus")
An associate undertaking, 48.35% owned by Technology Minerals
· Secured agreement with Halfords Group plc ("Halfords") to recycle
waste Li-ion e-mobility batteries
· Signed a black mass offtake agreement with Glencore plc
("Glencore") and commenced delivery of black mass to Europe in March 2025
· Successfully recycled 4,000 end-of-life lithium-ion ("Li-ion")
battery modules during a 10-week programme with a leading engineering services
and technology company
· Delivered its first order for the Ministry of Defence ("MOD") for
its market-leading solution for the safe storage and transportation of Li-ion
batteries, LiBox
· Awarded £50,000 by Clean Futures Accelerator Programme to
develop a recycling process for lithium thionyl chloride ("LTC") batteries
· Established a new Discharge and Dismantle Unit ("DDU") at the
Wolverhampton site, that is now operational and processing inventory
Post Period End
· On 6 January 2025, Recyclus announced agreement with Ocado Group
plc ("Ocado) to recycle Li-ion batteries as part of their ongoing maintenance
programme
· On 13 January 2025, Recyclus announced agreement to recycle
hundreds of Li-ion battery packs from a global automotive company
· On 15 January 2025, Technology Minerals raised £250,000 via the
issue of 250,000,000 new ordinary shares, and a further 198,493,000 new
ordinary shares for £198,493 to settle professional fees and obligations
· On 20 January 2025, Recyclus completed a programme to recycle
fire-damaged Li-ion battery packs from an electric vehicle original equipment
manufacturer ("EV OEM")
· On 24 February 2025, Recyclus secured a Transfrontier Shipment of
Waste ("TFS") licence for the transportation of black mass to Europe under its
offtake agreement with Glencore
· On 28 February 2025 the completion conditions were satisfied for
the disposal of the Group's exploration licences in Ireland
Alex Stanbury, Chief Executive Officer of Technology Minerals, said: "We have
made solid progress, highlighted by the sale of our Leinster lithium project
and growing commercial momentum for Recyclus' battery recycling solutions. The
Leinster sale demonstrates our capability to identify promising projects,
enhance their value, and attract strong partnerships or buyers to deliver
additional value to the Company.
"Recyclus has built strong momentum in recent months, with several commercial
discussions materialising into agreements. This included a notable black mass
offtake agreement with Glencore, under which deliveries commenced this month.
Winning contracts with online retailers such as Ocado, OEMs, and renowned
automotive companies, are key to positioning Recyclus as a frontrunner in
lithium-ion battery recycling.
"As Recyclus continues to build commercial traction, we remain focused on
advancing our exploration portfolio, strengthening the value of existing
assets, and pursuing new opportunities that can deliver value to
shareholders."
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. 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.
INTERIM MANAGEMENT REPORT
Overview
During the period, the Company has continued to progress its operations across
both Technology Minerals and Recyclus, its 43.35% owned associate. Technology
Minerals is progressing its mineral exploration strategy, with the Company
achieving a significant milestone in the completion of the sale of the
Leinster lithium project. In addition, Recyclus is gaining significant
momentum, securing various partnerships and agreements with key players within
the industry. Strategically positioned as a leading Li-ion battery recycler,
it is actively addressing the challenges posed by the transition to
electrification.
Operating Review
Exploration Projects for Battery Metals - Progressing battery metals up the
value chain
Technology Minerals holds a diverse portfolio of critical metal exploration
projects in Spain, the USA and Cameroon, supporting the transition to
electrification. The Company's strategy focuses on project generation and
incubation, identifying early-stage projects with substantial growth potential
and advancing them in a capital light manner.
On 28 February 2025, the completion conditions were satisfied in respect of
the Company's sale of its interest in exploration licences at its Leinster
project to European Lithium. This agreement was effected through the sale of
100% of the issued share capital of LRH to European Lithium. It was settled
through the transfer to Technology Minerals of 1,371,742 shares held by
European Lithium in CRML valued at US$10 million, of which the Company has
retained 861,833 shares after settling with third parties. This amount was
calculated at 90% of the closing market price of the shares on the day before
the signing of the Heads of Agreement as announced on 22 April 2024.
The completion of this agreement demonstrates the strength of the Company's
business model of identifying and advancing early-stage projects, in turn
attracting potential buyers or partners to bring additional value to the
Company.
Driving the circular economy for Li-ion batteries across the UK
Wolverhampton (Li-ion battery recycling)
Recyclus has made significant progress across its Li-ion battery recycling
plant, the first industrial scale facility in the UK with the capacity to
recycle Li-ion batteries. There has been a strong stream of interest, which
has led to various agreements with key players in the field.
During the period, Recyclus successfully recycled 4,000 end-of-life Li-ion
battery modules during a 10-week programme for a leading engineering services
and technology company, and also signed an agreement with Halfords, the UK's
leading provider of motoring and cycling services and products, to recycle
waste Li-ion e-mobility batteries, for an initial period of 12 months.
Post period, the business has continued this momentum, and in January 2025
signed agreements with Ocado and two major automotive companies to recycle
Li-ion batteries. The steady uptick in commercial agreements for the company
serves as evidence of the growing demand for its battery recycling solutions.
The increased commercial traction is the realisation of continuous efforts by
the team to create strong relationships with key stakeholders in the industry,
and the company expects to build on this momentum in 2025.
The company has also signed a black mass offtake agreement with Glencore, one
of the world's largest globally diversified natural resource companies. In
February 2025, Recyclus secured a TFS licence for the transportation of black
mass to Europe under its offtake agreement with Glencore, with delivery of the
first 100 tonnes of black mass to Europe having commenced this month.
These agreements emphasise Recyclus as an industry leader in the field of
Li-ion battery recycling and strategically positions the company for increased
growth potential in the coming year.
During the period, Recyclus established a new Discharge and Dismantle Unit at
its Wolverhampton site. The DDU enhances efficiency and reduces costs by
enabling on-site EV battery discharge and disassembly, eliminating the need
for third party processing.
LiBox Battery Storage and Transportation Boxes
Recyclus has continued to develop its portfolio of customers for LiBox, its
market-leading solution for the safe storage and transportation of Li-ion
batteries. In October 2024, Recyclus signed an agreement to deliver the
Ministry of Defence its LiBox battery storage boxes, a testament to the
strength of the LiBox offering. The agreement builds upon a continuous
upstream of business around an increasing demand for the LiBox technology,
with currently more than 50 "safe boxes" under deployment across a diverse
range of commercial customers, and the commercial team continues to expect
further progress across a range of sectors.
Tipton (lead acid recycling)
As stated previously, the Tipton lead acid battery recycling plant paused
operations to allow the company to focus on its operations at the Li-ion
processing plant and the scale up of operations. The Board initiated a
strategic review to assess its options regarding the future of the Tipton
facility, which could include potential joint venture partnerships or the sale
of the asset. The Company will update the market as and when appropriate.
Recycling lithium thionyl chloride ("LTC") batteries
Recyclus, in partnership with Coventry University, has developed and is
scaling up a safe and scalable recycling process for lithium thionyl chloride
("LTC") batteries. This £100,000 project, part funded by Connected Places
Catapult, a government fund, which addresses the complex challenges of
recycling LTC cells, which are widely used in critical applications like smart
meters and industrial alarms. With the potential to process thousands of
tonnes of end-of-life LTC batteries annually, this initiative presents
significant economic and sustainability opportunities.
Board changes
In September 2024, Philip Beard stepped down as Independent Non-Executive
Director and Chairman of the Renumeration Committee, and Wilson Robb resigned
as Chief Technical Officer. The Company extend thanks to both Phillip and
Wilson for their contributions to the Group and wish them all the best in
their future endeavours. The Board now consists of six directors; the Company
believes this is the optimal composition for the business going forward.
Financial Review
The Group made a profit for the period of £0.9 million (H1 2023: £1.5
million loss), primarily due to writing back a fair value movement on
derivative financial liabilities of £1.8 million. During the period
convertible loan notes ("CLN's") of £0.33 million were converted into shares,
with a further £0.01 million since the period end. Since the end of the
period, £0.25 million has been raised from the issue of new shares, and the
Company received 861,833 CRML shares from the sale of the Leinster project.
Events since the year end
Post period, on 15 January 2025, the Company announced it has raised gross
proceeds of £250,000 (before expenses) via the issue to Alexander Stanbury of
250,000,000 new ordinary shares of £0.001 each ("New Ordinary Shares") at an
issue price of £0.001 each, and a further 198,493,000 new ordinary shares at
the same price for £198,493 for the settlement of professional adviser fees
and other obligations, for a total issue of 448,493,000 New Ordinary Shares.
Following Admission, Alexander Stanbury agreed to immediately sell the New
Ordinary Shares at the same Issue Price to certain investors in respect of the
£250,000 gross proceeds, and the balance for the settlement of professional
adviser fees and other obligations of the Company.
On 28 February 2025 the completion conditions were satisfied for the disposal
of the Group's exploration licences in Ireland.
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, working through the
business leadership team. For further detail please refer to the general risks
laid out in the Annual Report.
Outlook
Technology Minerals has made a strong start to the second half of the year
with the completion of the Leinster sale and significant momentum gained by
Recyclus, having secured multiple contracts with major industry players in
recent months. The Company will continue to advance its other exploration
assets, while actively assessing new opportunities that could enhance its
portfolio and deliver additional value.
Recyclus continues to engage in productive discussions with prospective
customers across the industry and is seeing greater levels of engagement with
a pipeline of opportunities, strengthening its position as a recycler of
choice within the UK and internationally. The focus is on increasing
production at the recycling facility, as Recyclus brings new customers on
board and gains commercial traction. This unique market position allows
Recyclus to capitalise on rising demand and continue to scale up its
operations.
Building on the strong momentum at the start of the second half, the Company
is focused on driving growth and creating sustainable long-term value for
shareholders.
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
31 March 2025
Condensed Consolidated Statement of Comprehensive Income
for the six-months ended 31 December 2024
Notes Restated
6 months to 6 months to Year ended
31 December 2024 31 December 2023 30 June
Unaudited Unaudited 2024
Audited
Continuing operations £000s £000s £000s
Administrative expenses (762) (1,115) (2,408)
Impairment loss - - (1,351)
Operating loss (762) (1,115) (3,759)
Other income 51 7 17
Net foreign exchange gains/(losses) 34 - (14)
Finance income 6 2,164 275 550
Other finance costs 6 (540) (394) (2,549)
Share of loss in associate (65) (440) (887)
Profit/(loss) before taxation from continuing operations 882 (1,667) (6,642)
Income tax - - -
Profit/(loss) for the period from continuing operations 882 (1,667) (6,642)
Profit/(loss) on discontinued operations, net of tax (15) 26 13
Profit/(loss) for the period 867 (1,641) (6,629)
Attributable to:
Equity holders of the Company 867 (1,641) (6,628)
Non-controlling interests - - (1)
867 (1,641) (6,629)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange gains arising on translation of foreign operations 16 6
(2)
Total comprehensive income for the period 898 (1,643) (6,623)
Attributable to:
Equity holders of the Company 883 (1,643) (6,622)
Non-controlling interests - - (1)
Total comprehensive income for the period 883 (1,643) (6,623)
Basic and diluted Earnings per share in pence attributable to owners of the
Company from:
Total operations 7 0.05p (0.11)p (0.43)p
Discontinued operations 7 - - -
Condensed Consolidated Statement of Financial Position
As at 31 December 2024
31 December Restated 30 June
2024 31 December 2024
Notes Unaudited 2023 Audited
Unaudited
£000s £000s £000s
Non-current assets
Property, plant and equipment 5 6 5
Intangible assets 8 15,158 15,142 15,135
Financial assets 30 1,219 30
Investment in associates - - -
Loans to associates 9 7,484 5,673 7,051
Total non-current assets 22,677 22,040 22,221
Current assets
Assets held for sale 880 863 905
Trade and other receivables 26 66 432
Cash and cash equivalents 14 38 15
Current assets 920 967 1,352
Total assets 23,597 23,007 23,573
Current liabilities
Liabilities directly associated with the assets held for sale 14 17 27
Trade and other payables 10 2,401 791 1,497
Borrowings 11 3,326 1,004 3,109
Total current liabilities 5,741 1,812 4,633
Non-current liabilities
Borrowings 11 544 1,705 496
Derivative financial liability 12 991 324 3,092
Total non-current liabilities 1,535 2,029 3,588
Total liabilities 7,276 3,841 8,221
Net assets 16,321 19,166 15,352
Equity attributable to owners of the parent
Share Capital 13 1,805 1,513 1,609
Share Premium 13 22,419 21,860 22,285
Warrants reserve 761 1,884 761
Convertible loan reserve 2 - 297
Share-based payment reserve 2,371 2,269 2,320
Foreign exchange reserve 50 26 34
Accumulated deficit (11,100) (8,400) (11,967)
Equity attributable to owners of the parent 16,308 19,152 15,339
Non-controlling interests 13 14 13
Total equity 16,321 19,166 15,352
Condensed Consolidated Statement of Changes in Equity
for the six-month period ended 31 December 2024
Share based payment reserve
Convertible loan 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 £000
Balance at 1 July 2023 (audited, restated) -
1,513 21,860 1,499 2,218 28 (6,759) 20,359 14 20,373
Loss for the period - - - - - - (1,641) (1,641) - (1,641)
Exchange gain on translation of foreign operations - - - - - (2) - (2) - (2)
Total comprehensive income for the period - - - - - (2) (1,641) (1,643) - (1,643)
Warrants issued - - 385 - - - - 385 - 385
Share-based payments charge - - - - 51 - - 51 - 51
Balance at 31 December 2023 (restated) 1,513 21,860 1,884 - 2,269 26 (8,400) 19,152 14 19,166
Loss for the period - - - - - - (4,987) (4,987) (1) (4,988)
Exchange gain on translation of foreign operations - - - - - 8 - 8 - 8
Total comprehensive income for the period - - - - - 8 (4,987) (4,979) (1) (4,980)
Issue of share capital 96 457 - - - - - 553 - 553
Warrants issued - - 297 - - - - 297 - 297
Warrants exercised and lapsed - - (1,420) - - - 1,420 - - -
Issue of convertible loan - (32) - 297 - - - 265 - 265
Share-based payment charge - - - - 51 - - 51 - 51
Balance at 30 June 2024 (audited) 1,609 22,285 761 297 2,320 34 (11,967) 15,339 13 15,352
Convertible loan reserve Share based payment reserve Foreign exchange reserve Non-controlling interests
Share capital Share premium Warrants Accumulated deficit Total
reserve Equity Equity
£000 £000 £000 £'000 £000 £000 £000 £000 £000 £000
Balance at 1 July 2024 (audited) 1,609 22,285 761 297 2,320 34 (11,967) 15,339 13 15,352
Profit for the period - - - - - 867 867 - 867
Exchange gain/(loss) on translation of foreign operations - - - - - 16 - 16 - -
Total comprehensive income for the period - - - - - 16 867 883 - 883
Transactions with owners:
Issue of share capital 196 134 - - - - - 330 - 330
De-recognition of conversion element - - - (295) - - - (295) - (295)
Share-based payment charge - - - - 51 - - 51 - 51
Balance at 31 December 2024 1,805 22,419 761 2 2,371 50 (11,100) 16,308 13 16,321
Condensed Consolidated Statement of Cash Flows
for the six-month period ended 31 December 2024
6 months to 31 December 2024 6 months to 31 December 2023 Year to 30 June 2024
Unaudited Unaudited Audited
£000's £000's £000's
Cash flows from operating activities
Profit/(loss) before tax from continuing operations 882 (1,667) (6,642)
(Loss)/profit from discontinued operations (15) 26 13
867 (1,641) (6,629)
Adjustments for:
Depreciation - - 1
Finance income (341) (275) (550)
(Gain)/loss on derivative financial liability (1,823) 22 1,132
Finance charges 540 372 1,417
Share option charge 51 51 102
Share of loss in associate 65 440 887
Expected credit losses - - 1,351
Unrealised foreign exchange movements 25 (9) 14
Net cashflow before changes in working capital (616) (1,040) (2,275)
Movement in receivables (89) 7 (393)
Movement in payables 493 372 882
Net cash used in operating activities (212) (661) (1,786)
Cash flows from investing activities
Purchase of property, plant and equipment - (1) (2)
Exploration expenditure (16) (207) (406)
Loans to associates (105) (646) (2,186)
Net cash used in investing activities (121) (854) (2,594)
Cash flows from financing activities
Issue of share capital - - -
Proceeds from exercise of warrants - - 133
Proceeds of borrowing 400 1,235 4,335
Repayment of borrowing - - (71)
Finance expense (68) - (320)
Net cash generated from financing activities 332 1,235 4,077
Net increase in cash and cash equivalents during the period (1) (280) (303)
Cash at the beginning of period 15 318 318
Cash and cash equivalents at the end of the period 14 38 15
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 2024, 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 2023
and for the audited year to 30 June 2024. The business is not subject to
seasonal variations. The report of the auditors on the accounts for the year
ended 30 June 2024 was unqualified.
Going Concern
The Company has drawn down £2.5 million out of a £5.5 million convertible
loan facility, of which at the date of this report £0.8 million has been
converted into ordinary shares. The Company has other borrowings and has
agreed settlement terms for most of the amounts outstanding and believes it
will do so for the remainder. On 28 February 2025, the Company sold its Irish
Lithium assets for shares in a NASDAQ quoted company and has the ability to
sell these shares as may be required for working capital. On 15 January 2025,
the Company raised £0.25 million via the issue of 250 million new ordinary
shares, and it issued a further 198,5 million New Ordinary Shares for £0.2
million to settle professional fees and obligations.
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 or will be able to
access 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 2024.
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 2024.
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, battery recycling and other, which includes expenditure,
corporate assets and corporate liabilities that are managed on a group basis,
including the loan to its associate undertaking, Recyclus Group Ltd.
Below is a summary of the Group's results, assets and liabilities by
reportable segment as presented to the Executive Board.
Mineral exploration Total
Battery recycling
Other
£000's £000s £000s £000's
6 months to 31 December 2024 - Unaudited
Segment loss for the period (54) (65) 1,002 883
Total segment loss for the period (54) (65) 1,002 883
6 months to 31 December 2023 - Unaudited
Segment loss for the period (245) (440) (956) (1,641)
Total segment loss for the period (245) (440) (956) (1,641)
Year ended 30 June 2024 - Audited
Loss for the year (354) (887) (5,388) (6,629)
Total segment loss for the year (354) (887) (5,388) (6,629)
Total segment assets
At 31 December 2024 - Unaudited 15,216 - 8,381 23,597
At 31 December 2023 - restated - Unaudited 15,729 - 7,278 23,007
At 30 June 2024 - Audited 15,197 - 8,376 23,573
Total segment liabilities
At 31 December 2024 - Unaudited (14) - (7,262) (7,276)
At 31 December 2023 - restated - Unaudited (32) - (3,809) (3,841)
At 30 June 2024 - Audited (33) - (8,188) (8,221)
6. FINANCE INCOME AND OTHER FINANCE COSTS
Unaudited Restated Audited
6 months to Unaudited Period ended
31 December 6 months to 30 June
2024 31 December 2024
2023
£000's £000's £000's
Finance income:
Interest charged to related parties 341 275 550
Fair value movement on derivative liability 1,823 - -
2,164 275 550
Other finance charges:
Interest payable including unwinding of discount on convertible loans 540 372 1,417
inclusive of loan fees
Fair value movement on derivative liability - 22 1,132
540 394 2,549
The fair value movement on derivative liability relates to the remeasurement of embedded derivatives contained within the CLNs.
7. EARNINGS 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.
Unaudited Restated Audited
6 months to Unaudited Period ended
31 December 6 months to 30 June
2024 31 December 2024
2023
£000's £000's £000's
Profit/(loss) for the year attributable to equity holders of the company
Continuing operations 882 (1,667) (6,641)
Discontinued operations (15) 26 13
Total operations 867 (1,641) (6,628)
Weighted average number of ordinary shares in issue 1,715,857,993 1,513,709,895 1,527,518,534
Basic and fully diluted earnings per share in pence
- from continuing operations 0.05 (0.11) (0.43)
- from discontinued operations - - -
8. INTANGIBLE ASSETS
UNAUDITED
Cost Mineral exploration Total
£000s £000s
At 1 July 2024 15,135 15,135
Additions 34 34
FX (11) (11)
At 31 December 2024 15,158 15,158
Accumulated amortisation
At 1 July 2024 - -
Amortisation - -
At 31 December 2024 - -
Net book value at 31 December 2024 15,158 15,158
Unaudited
Cost Mineral exploration Total
£000s £000s
At 1 July 2023 15,789 15,789
Additions 215 215
FX - -
Transferred to asset held for sale (862) (862)
At 31 December 2023 15,142 15,142
Accumulated amortisation
At 1 July 2023 - -
Amortisation - -
At 31 December 2023 - -
Net book value at 31 December 2023 15,142 15,142
AUDITED
Cost Mineral exploration Total
£000 £000
At 1 July 2023 15,789 15,789
Additions 406 406
FX (8) (8)
Transferred to asset held for sale (889) (889)
Impairment (163) (163)
At 30 June 2024 15,135 15,135
Accumulated amortisation
At 1 July 2023 - -
Amortisation - -
At 30 June 2024 - -
Net book value 30 June 2024 15,135 15,135
9. LOANS TO ASSOCIATES
During the period the Company provided a loan to Recyclus as follows:
£000s
At 30 June 2023 (as restated) 5,185
Additions including accrued interest 928
The Group's share of the associate's loss (440)
At 31 December 2023 5,673
Additions including accrued interest 1,825
The Group's share of the associate's loss (447)
At 30 June 2024 7,051
Additions including accrued interest 498
The Group's share of the associate's loss (65)
At 31 December 2024 7,484
Loans to associates generally bear 2.5% interest. The loan is repayable in
monthly instalments when funds are available and if repayments are not made
then the Group is entitled to additional interest of 2%, which has been
accrued in H12025. As at 31 December 2024, the loan balance including interest
was £9,018,599 (at 31 December 2023: £7,303,975; at 30 June 2024:
£8,858,141).
This loan represents the Group's net investment in an associate and under IAS
28, the carrying amount of the loan was adjusted to recognise the Group's
share of the Recyclus' loss after the date of acquisition.
10. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
31 December 2024 31 December 2023 30 June
£000s £000s 2024
£000s
Trade and other payables 1,222 625 603
Taxation and social security 184 135 157
Accruals 995 31 737
2,401 791 1,497
11. BORROWINGS (CONVERTIBLE LOAN NOTES)
Unaudited Unaudited Audited
31 December 31 December 30 June
2024 2023 2024
£000's £000's £000's
Current - convertible loan notes 3,326 1,004 3,109
Non-current 544 1,705 496
3,870 2,709 3,605
During the reported period the Company re-negotiated a schedule of repayment
of interest and principal with the holder of the 4 July 2023 £500,000
convertible bonds ("CLN's"), the 31 August 2023 £700,000 convertible bonds
and the £1,700,000 convertible bonds issued in the previous year. Conversion
option was terminated for all three loan facilities and re-payment term
extended until November 2025. Fixed rate interest for the first two CLNs above
was increased from 12% to 15%.
More information on the loan notes could be found in the annual accounts for
the year ended 30 June 2024.
12. DERIVATIVE FINANCIAL LIABILITY
Unaudited Unaudited Audited
31 December 31 December 30 June
2024 2023 2024
£000's £000's £000's
Opening balance 3,092 230 230
Reclassified to equity - - (230)
Initial recognition - 67 2,275
Derecognition on conversion to equity (486) - (405)
Fair value through income statement (1,615) 27 1,222
Closing balance 991 324 3,092
The CLNs issued during the year each contain three embedded derivative
financial liabilities (DFLs). These 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.
13. SHARE CAPITAL AND SHARE PREMIUM
Group and Company Number of ordinary shares of 1p Share Share
capital premium
£000s £000s
1 July 2023 (audited) 1,513,709,895 1,513 21,860
Share issue - placings - - -
Share issue - in lieu of services provided - - -
Share issue - costs - - -
At 31 December 2023 (unaudited) 1,513,709,895 1,513 21,860
Share issue - placings 11,062,783 11 122
Share issue - conversion of CLNs 84,950,867 85 335
Share issue - costs - - (32)
At 30 June 2024 (audited) 1,609,723,545 1,609 22,285
Share issue - conversion of CLNs 195,366,970 195 134
At 31 December 2024 1,805,090,515 1,804 22,419
During the reporting period, the Company issued such number of Ordinary shares
as is set out in the table below in settlement of conversion notices received
from its CLN holder, Atlas Capital Markets LLC.
Date Price No. Shares
1 July 2024 £0.003293 27,328,958
22 July 2024 £0.002442 36,855,036
17 September 2024 £0.001596 31,328,320
15 October 2024 £0.001000 99,854,656
Total 195,366,970
14. EVENTS OCCURRING AFTER THE REPORTING DATE
On 15 January 2025, the Company raised £250,000 via the issue of 250,000,000
new ordinary shares, and a further 198,493,000 New Ordinary Shares for
£198,493 to settle professional fees and obligations.
On 28 February 2025, the Company completed the sale of its exploration
licences in Leinster, Republic of Ireland, to European Lithium Limited
("European Lithium") which was settled through the transfer to the Company of
1,371,742 shares held by European Lithium in Critical Metals Corp ("CRML"),
valued at US$10 million at the time of the signing of the Heads of Agreement,
of which the Company's share was 861,833 shares after settling with other
parties.
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