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REG - Technology Minerals - Interim Results

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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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