REG - Unicorn Mineral Res. - Final Results
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RNS Number : 1258U Unicorn Mineral Resources plc 06 August 2025
6 August 2025
Unicorn Mineral Resources Plc
("Unicorn" or the "Company")
Results for the year ended 31 March 2025
Unicorn Mineral RRE tesources Plc (LSE: UMR), a mineral exploration and
development company based in Ireland and exploring for zinc, lead, copper and
silver, is pleased to announce its audited annual results for the year ended
31 March 2025.
The Annual Report and Financial Statements for the year ended 31 March 2025
will shortly be available on the Company's website
at www.UnicornMineralResources.com (http://www.unicornmineralresources.com/)
and will also available on the National Storage Mechanism website
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
The Directors of Unicorn are responsible for the contents of this
announcement.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
For further information, please visit www.UnicornMineralResources.com
(http://www.UnicornMineralResources.com) or contact:
Unicorn Mineral Resources Plc Novum Securities Limited - Financial Adviser and Broker
John O'Connor, CFO David Coffman / Anastassiya Eley
Tel: +353 (0)86 259 5123 Colin Rowbury
Email: John.OConnor@UMR.ie Tel: +44 (0)207 399 9400
Gathoni Muchai Investments
Faith Kinyanjui Mumbi
Email: info@gathonimuchaiinvestments.com
CHAIRMAN'S STATEMENT
Whilst work was carried out at both Lisheen and Kilmallock, the main focus for
the year has been the evaluation of various projects in Africa. As reported
in February 2025, the Company has been particularly interested in a brownfield
copper opportunity located on two granted Exclusive Prospecting Licenses in
Namibia, which covers an old mine and associated tailings from over 21 years
of historic mining activities.
Initial sampling confirmed the potential of the site, but also identified a
number of complex metallurgical issues that required further investigation
before an assessment of the project's economic value could be undertaken.
Due diligence testing of samples collected by Unicorn during site visits is
ongoing, and the results are expected in August 2025.
Subject to the completion of the due diligence described above, the Company
hopes to complete a deal in the second half of the year. The Board
recognises that work on this project has been on-going for many months, but it
has been necessary to conduct extensive tests to before committing the
Company's capital to the opportunity.
The gravity surveying at Kilmallock at the start of the year has provided
details for a potential drilling plan. Given the similarities between the
anomalies identified by gravity surveying at Kilmallock and those identified
by Group Eleven Resource Corp. ("Group Eleven") along strike at the Ballywire
zinc/lead prospect, and the recent discovery by Group Eleven of a highly
significant zone of high grade copper / silver mineralisation in the area,
the Board continues to see Kilmallock as being of significant medium to long
term value for shareholders, However, the next stage of exploration, which
includes drilling, will require significant capital. For this reason the
Board's focus has been on opportunities in Africa that have the ability to
provide short term value enhancement and the potential for near term cash
flows.
Exploration is not an exact science but, with the global direction of travel
towards a low carbon economy meaning that demand for copper and zinc is
unlikely to decrease, we are focused on high value resources with the
potential for strong shareholder returns.
Paddy Doherty
Chairman
HIGHLIGHTS
Operating Highlights
· Work was carried out In July 2024 at Kilmallock, with a total of 174
gravity stations being surveyed to both extend and enhance the gravity
coverage at Kilmallock to a nominal density of 250 x 250m across the area.
· The processing / modelling of the data has identified five discrete,
strongly anomalous zones with marked positive gravity responses located in
regions underlain by prospective stratigraphy and structure.
· These anomalies are strongly analogous to the gravity features
identified by Group Eleven Resources Corp., who recently announced a
significant expansion to the known mineralised footprint together with results
that could indicate a second, previously unrecognised zone of mineralisation.
· The Kilmallock licences have been renewed until September 2026.
· A gravity survey was carried out in December 2024 on the Lisheen
property, with two of the three licences being retained to February 2027.
· The Company researched various opportunities projects in Southern and
Southwestern Africa and has identified a highly interesting prospect in
Namibia with further due diligence work and metallurgical analysis underway.
Financial Highlights
· The loss for the year to 31 March 2025 was to €628,605 (2024:
€504,887); consisting mainly of the professional fees, insurance, London
Stock Exchange fees and salaries.
· Exploration costs during the year were €55,016 (2024: €214,750),
which have been capitalised.
· Funds raised during the year amounted to €425,712 (2024:
€738,612).
· €586,898 in cash and cash equivalents at 31 March 2025 (31 March
2024: €642,778).
· €425,644 carrying value of intangible assets at 31 March 2025 (31
March 2024: €382,628).
· Loss per share for the year was €0.02 (2024: €0.02).
OPERATING REVIEW
· In July 2024, a total of 174 gravity stations were surveyed across
the Waulsortian Reef subcrop on the Kilmallock Block. This survey was
combined with the historic data in the UMR database to create a grid with a
nominal station density of 250 x 250m. The gravity data was levelled and
processed to generate Bouguer Anomaly, Residual, 1(st) Vertical Derivative and
Analytic Signal models for use in target generation. The processing /
modelling of the data has identified five discrete, strongly anomalous zones
with marked positive gravity responses that are located in regions underlain
by prospective stratigraphy and structure.
Figure 1:Kilmallock Gravity Survey and Regional Context Figure 2: Kilmallock Gravity - Residual
Figure 3: Kilmallock Gravity - Residual Zoomed in
· These anomalies, which are located mostly to the east of the Bulgaden
region previously drilled by Unicorn, are strongly analogous to the gravity
features identified by Group Eleven at their Ballywire zinc / lead / silver
deposit, just 8km along strike to the east of the edge of the Company's
Kilmallock block. Group Eleven similarly used gravity surveying to identify
their more recent drilling targets, and their latest step-out drilling has
significantly expanded the known mineralised footprint. Recent results
confirm not only increased tonnage potential but also the presence of a deeper
copper-silver enriched horizon that could indicate a second, previously
unrecognised zone of mineralisation.
· The gravity surveying by Unicorn supported the renewal process for
the three Kilmallock Licences, which have been maintained in "Good Standing"
until September 2026. The next stage of the Kilmallock programme is likely
to include infill and check surveying to assist the identification of future
drill targets, similar to the approach taken by Group Eleven.
· The Company carried out geophysical surveying at Lisheen in December
2024, and in February 2025 renewed the two licences that lie immediately to
the north of the previously mined Lisheen and Galmoy deposits, with the third
licence (2447), which lies to the West, being allowed to lapse.
· The main focus for the year was the investigation of a number of
opportunities in Africa to broaden the Company's portfolio of licences, with
particular attention being paid to projects that had the potential to generate
cash flow in the short to medium term. Efforts narrowed to focus on copper
opportunities in Namibia. A site investigation in November 2024 of one
particular project has led to ongoing detailed due diligence, sampling and
metallurgical testing.
Figure 4 and 5: copper ore samples observed at copper mine opportunities in
Namibia
FINANCIAL RESULTS AND REVIEW
The loss for the year to 31 March 2025 was €628,605 (2024: €504,887).
There was no income during the year and the administrative expenses consisted
mainly of Professional Fees of €175,784 (2024: €125,514) and Directors'
Remuneration of €241,568 (2024: €279,304). Further details are set out
in the Remuneration Report on pages 30-31. The Company also incurred costs
of €54,002 (2024:€nil) for the investigation of a number of opportunities
in Southern and Southwestern Africa.
During the year, the Company continued to review and develop its mineral
projects in Ireland with exploration costs of €55,016 being incurred in
relation to the two gravity surveys carried out in the year. These have been
capitalised. As of 31 March 2024, the company's exploration assets had a net
book value of €425,644 (2024: €382,628).
During the year, the Company raised a total €444,728 through the issue
convertible loan notes. In December 2024 the Company converted £600,000 of
convertible loan notes into equity by the issue of 6,000,000 new Ordinary
shares.
As of 31 March 2025, the Company had cash of €586,898 (2024:
€642,778). As of 5 August 2025, the Company had cash of €474,157.
STATEMENT OF PROFIT OR LOSS
Year to Year to
31 March 2025 31 March 2024
Note € €
Administrative Expenses 7 (628,605) (504,887)
Loss from Operations (628,605) (504,887)
Tax Expense - -
Loss before Tax (628,605) (504,887)
Loss for the Year (628,605) (504,887)
Earnings per share attributable to ordinary equity holders of the company
cents cents
Profit/(Loss) per share - Basic 12 (0.02) (0.02)
Profit/(Loss) per share -Diluted 12 (0.01) (0.01)
STATEMENT OF OTHER COMPREHENSIVE INCOME
Year to Year to
31 March 2025 31 March 2024
Note € €
Loss for the year (628,605) (504,887)
Fair Value measurement of options and warrants 18 72,334 316,154
Total Comprehensive Loss for the year (556,270) (188,733)
STATEMENT OF FINANCIAL POSITION
As at As at
31 March 2025 31 March 2024
Note € €
Assets
Non-current assets
Intangible assets 13 425,644 382,628
425,644 382,628
Current assets
Trade and other receivables 14 42,228 72,858
Cash and cash equivalents 19 586,898 642,778
629,126 715,636
Total assets 1,054,770 1,098,265
Current Liabilities
Warrants & Options 18 10,142 44,756
Trade and other liabilities 15 329,163 169,764
Convertible Loan Notes 16 - 271,159
339,304 485,680
Total liabilities 339,304 485,680
Net assets 715,466 612,585
Issued capital and reserves
Share capital 16 408,550 348,550
Share premium reserve 16 3,078,943 2,442,071
Share based payments reserve 18 19,623 57,343
Other Reserves 18 (29,765) (102,099)
Retained earnings (2,761,885) (2,133,280)
Total Equity 715,466 612,585
STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Share based payment reserve Other Reserves Retained earnings Total equity
€ € € € € €
At 1 April 2023 277,557 2,045,611 149,174 (418,253) (1,628,393) 425,696
Comprehensive income for the year
Loss for the year - - - - (504,887) (504,887)
Fair Value of Warrants and Options - - - 316,154 - 316,154
Total comprehensive income for the year - - - 316,154 (504,887) (188,733)
Contributions by and distributions to owners
Issue of share capital 70,993 406,840 - - - 477,833
Share issue expenses - (10,380) - - - (10,380)
Share based payments - - (91,831) - - (91,831)
Total contributions by and distributions to owners 70,993 396,460 (91,831) - - 357,622
At 31 March 2024 348,550 2,442,071 57,343 (102,099) (2,133,280) 612,585
Comprehensive income for the year
Loss for the year - - - - (628,605) (628,605)
Fair Value of Warrants and Options - - - 72,334 - 72,334
Total comprehensive income for the year - - - 72,334 (628,605) (556,270)
Contributions by and distributions to owners
Issue of share capital 60,000 655,887 - - - 715,887
Share issue expenses - (19,015) - - - (19,015)
Share based payments - - (37,720) - - (37,720)
Total contributions by and distributions to owners 60,000 636,872 (37,720) - - 659,152
At 31 March 2025 408,550 3,078,943 19,623 (29,765) (2,761,885) 715,466
STATEMENT OF CASH FLOWS
Year to Year to
31 March 2025 31 March 2024
Note € €
Cash flows from operating activities
Loss for the year (628,605) (504,887)
Adjustments for
Impairment losses on intangible assets 12,000 -
(616,605) (504,887)
Movements in working capital
(Increase)/decrease in trade and other receivables (30,630) (7,443)
Increase/(decrease) in trade and other payables 159,398 98,512
Cash generated from operating activities (426,756) (413,318)
Net cash used in operating activities (426,756) (413,318)
Cash flows from investing activities
Purchase of intangibles (55,016) (214,750)
Net cash used in investing activities (55,016) (214,750)
Cash flows from financing activities
Issue of ordinary shares 425,712 467,453
Issue of Convertible Loan Notes - 271,159
Net cash from financing activities 425,712 738,612
Net cash (decrease)/increase in cash and cash equivalents (55,880) 110,044
Cash and cash equivalents at the start of the year 642,778 532,734
Cash and cash equivalents at the end of the year 19 586,898 642,778
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting Policies
The accounting policies set out below have been applied consistently to all
periods presented in these Financial Statements.
1.1. Going concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. The validity of the going concern concept is
dependent on the Company having available adequate financial resources to
continue operations in 2025, and thereafter finance being available for the
continuing working capital requirements of the Company and finance for the
development of the Company's projects becoming available. Based on the
assumptions that the Company has adequate financial resources to continue
operation and confidence that finance will become available, the Directors
believe that the going concern basis is appropriate for these accounts. Should
the going concern basis not be appropriate, adjustments would have to be made
to reduce the value of the company's assets, in particular the intangible
assets, to their realisable values. Further information concerning going
concern is outlined in Note 21.
1.2. Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax payable is based on the taxable profit for the year. Taxable
profit differs from the loss as reported in the statement of comprehensive
income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the statement of
financial position date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised for all
deductible temporary differences, carry forward of unused tax assets and
unused tax losses to the extent that it is probable that taxable profits will
be available against which deductible temporary differences and the carry
forward of unused tax credits and unused tax losses can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Unrecognised deferred tax assets are reassessed at each statement of financial
position date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised, based on tax
rates (and tax laws) that have been enacted or substantively enacted at the
statement of financial position date. Deferred tax is charged or credited in
the statement of comprehensive income, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
1.3. Intangible assets
Exploration and evaluation assets
Exploration expenditure relates to the initial search for mineral deposits
with economic potential in Ireland.
Evaluation expenditure arises from a detailed assessment of deposits that have
been identified as having economic potential.
The costs of exploration properties and cost of licences to explore for or use
minerals, which include the cost of acquiring prospective properties and
exploration rights and costs incurred in exploration and evaluation
activities, are capitalised as intangible assets as part of exploration and
evaluation assets.
Exploration costs are capitalised as an intangible asset until technical
feasibility and commercial viability of extraction of reserves are
demonstrable, when the capitalised exploration costs are reclassed to
property, plant and equipment. Exploration costs include an allocation of
administration and salary costs (including share based payments) as determined
by management.
Prior to reclassification to property, plant and equipment, exploration and
evaluation assets are assessed for impairment and any impairment loss
recognised immediately in the statement of comprehensive income
Intangible assets with finite useful lives that are acquired separately are
carried at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life and amortisation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate being accounted for on a prospective basis. Intangible assets with
indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
Impairment of intangible assets other than goodwill
Exploration and evaluation assets are assessed for impairment on a licence by
licence basis when facts and circumstances suggest that the carrying amount
may exceed its recoverable amount. The company reviews for impairment on an
ongoing basis and specifically if any of the following occurs:
(a) the period for which the Company has a right to explore under
the specific licences has expired or is expected to expire;
b) further expenditure on exploration and evaluation in the
specific area is neither budgeted or planned;
c) the exploration and evaluation has not led to the discovery
of economic reserves;
d) sufficient data exists to indicate that although a
development in the specific area is likely to proceed, the carrying amount of
the exploration and evaluation asset is unlikely to be recovered in full from
successful development or by sale.
1.4. Financial Instruments
Financial assets and financial liabilities are recognised in the Company's
statement of financial position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at transaction price. Transaction costs
that are directly attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and financial
liabilities at fair value) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities are recognised immediately at fair
value through other comprehensive income ("FVOCI").
The Company includes in this category cash and other receivables. Due to the
nature of the financial assets being short-term in nature, the carrying value
approximates fair value.
Impairment of financial assets
The Company only holds receivables at amortised cost, with no significant
financing component and which have maturities of less than 12 months and as
such, has implemented the simplified approach for expected credit losses (ECL)
model under IFRS 9 to account for all receivables.
Therefore, the Company does not track changes in credit risk, but instead,
recognises a loss allowance based on lifetime ECLs at each reporting date.
A financial asset is derecognised only when the contractual rights to cash
flows from the financial asset expires, or when it transfers the financial
asset and substantially all the associated risks and rewards of ownership to
another entity. Gains and losses on derecognition are generally recognised in
the profit or loss.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not:
(i) contingent consideration of an acquirer in a business combination,
(ii) held for trading, or
(iii) designated as at FVOCI,
are measured subsequently at amortised cost using the effective interest
method. The Company includes in this category trade and other payables.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the financial
liability, or (where appropriate) a shorter period, to the amortised cost of a
financial liability.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs.
Warrants and Options
Warrants and options issued are classified separately as equity or as a
liability at FVOCI in accordance with the substance of the contractual
arrangement. Warrants or options classified as liabilities at FVOCI are stated
at fair value, with any gains and losses arising on remeasurement recognised
in the statement of other comprehensive income.
2. Reporting entity
Unicorn Mineral Resources PLC (the 'Company') is a limited company
incorporated and registered in Ireland. The Company's registered office is at
39 Castleyard, 20/21 St Patrick's Road, Dalkey, Co. Dublin. The Company's
principal activity is set out in the Director's Report.
3. Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the International
Accounting Standards Board (IASB).
The IASB has issued two new standards, IFRS S1 (General Requirements for
Sustainability-Related Disclosures) and IFRS S2 (Climate-Related Disclosures)
effective from 1(st) January 2024.
Details of the Company's accounting policies, including changes during the
year, are included in Note 1.
In preparing these Financial Statements, management has made judgments,
estimates and assumptions that affect the application of the Company
accounting policies and the reported amounts of assets, liabilities, income,
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the
financial statements and their effects are disclosed in Note 5.
3.1. Basis of measurement
The financial statements have been prepared on the historical cost basis
except for certain financial instruments that have been measured at fair
value.
3.2. Changes in accounting policies
International Financial Accounting Standards
New or revised Standards or Interpretations
Standards, amendments and Interpretations to existing Standards that are
effective during the financial year
The following new standards and amendments became effective as at 1 January
2024:
• IFRS 17 Insurance Contracts;
• Disclosure of Accounting Policies (Amendments to IAS 1 Presentation
of Financial Statements and IFRS Practice Statements 2 Making Materiality
Judgements);
• Definition of Accounting Estimates (Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors);
• Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12 Income Taxes); and
• International Tax Reform - Pillar Two Model Rules (Amendment to IAS
12 Income Taxes) (effective immediately upon the issue of the amendments and
retrospectively).
These amendments to various IFRS Accounting Standards are mandatorily
effective for reporting periods beginning on or after 1 January 2024. The new
standards and amendment were adopted effective 1 January 2024 and did not
result in a material impact on the Company's results. See the applicable notes
for further details on how the amendments affected the Company.
IFRS 17 Insurance Contracts
The Company has adopted IFRS 17 and the related amendments for the first time
in the current year. IFRS 17 establishes the principles for the recognition,
measurement, presentation and disclosure of insurance contracts and supersedes
IFRS 4 Insurance Contracts. The Company does not have any contracts that meet
the definition of an insurance contract under IFRS 17.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice
Statement 2. The amendments aim to make accounting policy disclosures more
informative by replacing the requirement to disclose 'significant accounting
policies' with 'material accounting policy information'. The amendments also
provide guidance under what circumstance, the accounting policy information is
likely to be considered material and therefore requiring disclosure. These
amendments have no effect on the measurement or presentation of any items in
the financial statements but affect the disclosure of accounting policies of
the Company.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies,
Changes in Accounting Estimates and Errors)
The amendments to IAS 8, which added the definition of accounting estimates,
clarify that the effects of a change in an input or measurement technique are
changes in accounting estimates, unless resulting from the correction of prior
period errors. These amendments clarify how entities make the distinction
between changes in accounting estimate, changes in accounting policy and prior
period errors. These amendments had no effect on the financial statements of
the Company.
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12 Income Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the
initial recognition exemption applies to certain transactions that result in
both an asset and a liability being recognised simultaneously (e.g. a lease in
the scope of IFRS 16). The amendments introduce an additional criterion for
the initial recognition exemption, whereby the exemption does not apply to the
initial recognition of an asset or liability which at the time of the
transaction, gives rise to equal taxable and deductible temporary differences.
These amendments had no effect on the annual financial statements of the
Company.
International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income
Taxes)
In December 2021, the Organisation for Economic Co-operation and Development
(OECD) released a draft legislative framework for a global minimum tax that is
expected to be used by individual jurisdictions. The goal of the framework is
to reduce the shifting of profit from one jurisdiction to another in order to
reduce global tax obligations in corporate structures. In March 2022, the OECD
released detailed technical guidance on Pillar Two of the rules. Stakeholders
raised concerns with the IASB about the potential implications on income tax
accounting, especially accounting for deferred taxes, arising from the Pillar
Two model rules. The IASB issued the final Amendments (the Amendments)
International Tax Reform - Pillar Two Model Rules, in response to stakeholder
The Amendments introduce a mandatory exception to entities from the
recognition and disclosure of information about deferred tax assets and
liabilities related to Pillar Two model rules. The exception is effective
immediately and retrospectively. The Amendments also provide for additional
disclosure requirements with respect to an entity's exposure to Pillar Two
income taxes. Management has determined that the Company is not within the
scope of OECD's Pillar Two Model Rules and the exception to the recognition
and disclosure of information about deferred tax assets and liabilities
related to Pillar Two income taxes is not applicable to the Company.
New standards, interpretation and amendments not yet effective
There are a number of standards, amendments to standards and interpretations
which have been issued by the International Accounting Standards Board
("IASB") that are effective in future accounting periods that the Company has
decided not to adopt early.
The following amendments are effective for reporting periods beginning on or
after 1 January 2024:
• Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)
• Classification of Liabilities as Current or Non- Current (Amendments
to IAS 1 Presentation of Financial Statements)
• Non-current Liabilities with Covenants (Amendments to IAS 1
Presentation of Financial Statements); and
• Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash
Flows and IFRS 7 Financial Instruments: Disclosures)
The following amendments are effective for reporting periods beginning on or
after 1 January 2025:
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates)
The directors are currently assessing the impact of these new accounting
standards and amendments. The directors do not expect any standards issued by
the IASB, but not yet effective, to have a material impact on the Company
disclosed as they are not expected to have a material impact on the Company's
financial statements.
Standards, amendments and Interpretations to existing Standards that are not
yet effective and have not been adopted early by the Company
At the date of authorisation of these financial statements, several new, but
not yet effective, Standards and amendments to existing Standards, and
Interpretations have been published by the IASB. None of these Standards or
amendments to existing Standards and Interpretations have been published by
the IASB. None of these Standards, amendments or Interpretations have been
adopted early by the Company and no material impact is expected.
Management anticipates that all relevant pronouncements will be adopted for
the first period beginning on or after the effective date of the
pronouncement. New Standards, amendments and Interpretations neither adopted
nor listed below, have not been disclosed as they are not expected to have a
material impact on the Company's financial statements.
4. Functional and Presentation Currency
These Financial Statements are presented in Euros, which is the Company's
functional currency. All amounts have been rounded to the nearest Euro, unless
otherwise indicated.
5. Critical accounting judgements and key sources of
estimation uncertainty
In the process of applying the Company's accounting policies above, management
has made the following judgements that have the most significant effect on the
amounts recognised in the financial statements.
Exploration and evaluation assets
The assessment of whether general administration costs and salary costs are
capitalised or expensed involves judgement. Management considers the nature of
each cost incurred and whether it is deemed appropriate to capitalise it
within intangible assets.
Costs which can be demonstrated as project related are included within
exploration and evaluation assets. Exploration and evaluation assets relate to
prospecting, exploration and related expenditure in Ireland.
The Company's exploration activities are subject to a number of significant
and potential risks including:
• uncertainties over development and operational risks;
• compliance with licence obligations;
• ability to raise finance to develop assets;
• liquidity risks; and
• going concern risks;
The recoverability of intangible assets is dependent on the discovery and
successful development of economic reserves which is subject to a number of
uncertainties, including the ability to raise finance to develop future
projects. Should this prove unsuccessful, the value included in the statement
of financial position would be written off to the statement of comprehensive
income. The recoverability of investments in subsidiaries and intercompany
receivables is dependent on the recoverability of intangible assets.
Key sources of estimation uncertainty
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported for assets and liabilities as
at the statement of financial position date and the amounts reported for
revenues and expenses during the year. The nature of estimation means that
actual outcomes could differ from those estimates. The key sources of
estimation uncertainty that may have a significant risk of causing material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below. The Company undertakes periodic reviews to
assess the risk factors and have concluded that there is little or no risk
that will cause material adjustments to be made in the next financial year.
Impairment Intangible Assets
The assessment of intangible assets for any indications of impairment involves
a degree of estimation. If an indication of impairment exists, a formal
estimate of recoverable amount is performed, and an impairment loss recognised
to the extent that carrying amount exceeds recoverable amount Recoverable
amount is determined as the higher of fair value less costs to sell and value
in use. The assessment requires judgements as to the likely future
commerciality of the assets and when such commerciality should be determined;
future revenues, capital and operating costs and the discount rate to be
applied to such revenues and costs.
Valuation of Warrants and Options
The issued warrants and options are classified as liabilities at FVOCI and are
stated at fair value, with any gains and losses arising on re-measurement
recognised in the Statement of Comprehensive Income.
The fair value of the warrants and options is measured using an appropriate
option pricing model, taking into account the terms and conditions upon which
the warrants and options were issued. The model used by the Company is the
Black Scholes model. The Company has made estimates as to the volatility of
its own shares based on the historic volatility for the same period of time as
equals the life of the warrant or option.
6. Segment information
The Company is engaged in one business segment only: exploration of mineral
resource projects. Therefore, only an analysis by geographical segment has
been presented.
6.1. Segment revenues and results
The following is an analysis of the Company's revenue and results from
continuing operations by reportable segment:
Segment revenue Segment profit/(loss)
2025 2024 2025 2024
€ € € €
Ireland - - (628,605) (504,887)
- - (628,605) (504,887)
Fair value losses - -
Loss before tax (continuing operations) (628,605) (504,887)
The accounting policies of the reportable segments are the same as the
Company's accounting policies described in Note 1. Segment profit represents
the profit before tax earned by each segment without allocation of central
administration costs and directors' salaries, share of profit of associates,
share of profit of a joint venture, gain recognised on disposal of interest in
former associate, investment income, other gains, and losses, as well as
finance costs. This is the measure reported to the chief operating decision
maker for the purposes of resource allocation and assessment of segment
performance.
6.2. Segment assets and liabilities
Segment assets 2025 2024
€ €
Ireland 1,054,770 1,098,265
Total segment assets 1,054,770 1,098,265
Total assets 1,054,770 1,098,265
Segment liabilities
Ireland 339,304 485,680
Total segment liabilities 339,304 485,680
Total liabilities 339,304 485,680
Other segment information
Depreciation and amortisation Additions to non-current assets
2025 2024 2025 2024
€ € € €
Ireland 12,000 - 55,016 72,367
12,000 - 55,016 72,367
Geographical information
The Company operates in one geographical area - Republic of Ireland.
7. Expenses by nature
2025 2024
€ €
Professional fees 175,784 125,514
Project Acquisition costs 54,002 -
Foreign exchange (gain)/ loss 491 1,324
Director's remuneration 241,568 279,304
Other administrative expenses 156,760 98,745
628,605 504,887
8. Auditors' remuneration
During the year, the Company obtained the following services from the
Company's auditors:
2025 2024
€ €
Fees payable to the Company's auditors for the audit of the Company's 24,000 22,250
financial statements
9. Employee benefit expenses
2025 2024
Employee benefit expenses (including directors) comprise: € €
Wages and salaries 219,736 260,673
National Insurance 21,832 18,631
241,568 279,304
The average monthly number of persons, including the directors, employed by
the Company during the year was as follows:
2025 2024
No. No.
Management 5 5
5 5
10. Director's remuneration
2025 2024
€ €
Directors' emoluments - Executive 157,673 194,342
Directors' emoluments - Non-Executive 83,895 84,962
241,568 279,304
Key Management Compensation and Directors' Remuneration
The remuneration of the directors, who are considered to be the key management
personnel, is set out below.
2025 2024
Fees: Services as director Fees: Other services Share Options Total Fees: Services as director Fees: Other services Share Options Total
€ € € € € € € €
Jason Brewer(1) 26,037 - - 26,037 7,029 - - 7,029
David Blaney 65,818 - - 65,818 64,446 - - 64,446
Patrick Doherty 52,557 - - 52,557 45,142 - - 45,142
Antony Legge 31,338 - - 31,338 39,820 - - 39,820
John O'Connor 65,818 - - 65,818 78,907 - - 78,907
Richard O'Shea(2) - - - - 43,960 - - 43,960
241,568 - - 241,568 279,304 - - 279,304
Note 1: Jason Brewer was appointed a Director on 13 December 2023
Note 2: Richard O'Shea resigned as a Director on 19 September 2023
The Directors have also been issued with vested Options over 1,600,000
Ordinary shares (2024: 1,600,000) and unvested Options over 1,724,747 Ordinary
shares (2024: 1,724,747), as set out in Note 18 to the Financial Statements.
11. Related party and other transactions
The Company engaged Gathoni Muchai Investments Limited ("GMI") for PR, website
and social media services in December 2023. During the year ended 31 March
2025 it incurred costs of €35,667 (exclusive of VAT). Jason Brewer who is
a director of the Company, is also a director of GMI, and, with his wife, own
100% of GMI.
12. Earnings per share
The calculation of earnings per share is (EPS) based on the loss attributable
to equity holders divided by the weighted average number of shares in issue
during the year. The diluted EPS is calculated by adjusting the number of
shares for the effects of dilutive vested options and other dilutive potential
ordinary shares.
2025 2024
€ €
Loss attributable to the ordinary equity holders of the Company used in (628,605) (504,887)
calculating earnings per share:
Weighted average number of shares 36,581,014 29,941,005
Potential diluted weighted average number of shares 49,840,168 44,840,746
Basic EPS (0.02) (0.02)
Diluted EPS (0.01) (0.01)
13. Intangible assets
Exploration & Evaluation Assets
Cost €
At 1 April 2023 827,692
Additions external 214,750
At 31 March 2024 1,042,441
Additions external 55,016
At 31 March 2025 1,097,457
Development expenditure
Accumulated amortisation and impairment €
At 1 April 2023 659,813
Charge for the year owned -
At 31 March 2024 659,813
Charge for the year owned 12,000
At 31 March 2025 671,813
Net book value €
At 1 April 2023 167,879
At 31 March 2024 382,628
At 31 March 2025 425,644
At the beginning of the year the Company held six licences which cover areas
in Co. Limerick, and Co. Tipperary. Additional expenditure on these licences
during the year amounted to €55,016 (2024: €214,750). Five of the six
licences were still held by the Company at the end of the year, and the
Company had indicated to the Department of the Environment, Climate and
Communications it's intention to surrender one licence in Co. Tipperary.
14. Trade and other receivables
2025 2024
€ €
Other receivables 42,228 72,858
Total trade and other receivables 42,228 72,858
15. Trade and other payables
2025 2024
€ €
Trade payables 60,281 24,465
Accruals 154,604 29,699
Other payables tax and social security payments 114,277 115,500
Total trade and other payables 329,163 169,764
It is the Company's normal practice to agree terms of transactions, including
payment terms, with suppliers and provided suppliers perform in accordance
with the agreed terms, it is the Company's policy that payment is made between
30 - 45 days.
16. Share capital
Authorised
2025 2025 2024 2024
Number € Number €
Shares treated as equity 200,000,000 2,000,000 200,000,000 2,000,000
Issued and fully paid
Ordinary Shares of €0.01 each Number Share Capital Share Premium
€ €
As at 1 April 2023 27,755,664 277,557 2,045,611
Shares issued during the year 7,099,323 70,993 406,840
Share issue expenses (10,380)
As at 31 March 2024 34,854,987 348,550 2,442,071
Shares issued during the year 6,000,000 60,000 655,887
Share issue expenses - - (19,015)
As at 31 March 2025 40,854,987 408,550 3,078,943
Movements in Share Capital
On 6 December 2024, the Company issued £366,544 Non-Interest Bearing
Unsecured Convertible Loan Notes 2024, convertible to 3,665,440 ordinary
shares of €0.01 each, at a price of £0.10, on or before 31 December 2024.
On 17 December 2024, the company converted £600,000 of convertible loan notes
into 6,000,000 new ordinary shares of €0.01 each, at a price of £0.10 each.
17. Reserves
Share premium
The share premium reserve comprises of a premium arising on the issue of
shares. Share issue expenses are deducted against the share premium reserve
when incurred.
Called up share capital
The called up ordinary share capital reserve comprises of the nominal value of
the issued share capital of the company.
Retained earnings
Retained deficit comprises of accumulated profits and losses incurred in the
current and prior years.
Share based payment reserve
The share payment reserve arises on the grant of share options as outlined in
Note 18.
Other Reserve
The other reserve arises on the fair value valuation of the warrants and
options, using the Black Scholes model as outlined in Note 18. The initial
recognition of the fair value of the warrants and options has been recognised
in the Statement of Comprehensive Income.
18. Warrants and Options
Warrants
Year to 31 March 2025 Year to 31 March 2024
Number of Warrants Weighted average exercise price in pence Number of Warrants Weighted average exercise price in pence
Outstanding at beginning of year 11,001,000 £0.10 11,001,000 £0.10
Granted during the year - - - -
Expired during the year - - - -
Exercised during the year - - - -
Outstanding and exercisable at the end of the year 11,001,000 £0.10 11,001,000 £0.10
At 1 April 2024 there were Warrants unexercised for a total of 11,001,000
Ordinary shares at a strike price of £0.10. During the year, the Company
did not issue any new Warrants. At the balance sheet date of 31 March 2025
there were Warrants unexercised for a total of 11,001,000 Ordinary shares,
which expire between 19 October 2026 and 27 October 2027.
Options
Year to 31 March 2025 Year to 31 March 2024
Number of Options Weighted average exercise price in pence Number of Options Weighted average exercise price in pence
Outstanding at beginning of year 4,000,901 £0.0861 3,700,000 £0.0504
Granted during the year - - 1,742,747- £0.1320-
Expired during the year - - - -
Exercised during the year - - 1,441,846 £0.05
Outstanding at the end of the year 4,000,901 £0.0861 4,000,901 £0.0861
Exercisable at the end of the year 2,258,154 £0.0507 2,258,154 £0.0507
At 1 April 2024 there were unexercised vested Options for 2,258,154 Ordinary
shares at an average strike price of £0.0507. There were additional
unvested Options for 1,742,747 Ordinary shares at an average strike price of
£0.1320. During the year, no options were granted, vested, exercised or
expired.
At the balance sheet date of 31 March 2025 there were unexercised Options for
2,258,154 Ordinary shares, which expire between 27 October 2028 and 31 March
2030. There were a further 1,742,747 unvested options which expire on 14
December 2030.
Share based payments
The Company plan provides for a grant price equal to the average quoted market
price of the ordinary shares on the date of grant. Equity-settled
share-based payments are measured at fair value at the date of grant.
3,342,747 of the Options have been issued to directors, as set out below.
Director Options Exercise Price Date of Grant Expiry Date
Patrick Doherty - - - -
Jason Brewer(1) 1,742,747 £0.06-£0.20 14 Dec 2023 14 Dec 2030
John O'Connor 600,000 £0.05 28 Oct 2021 27 Oct 2028
David Blaney 900,000 £0.05 28 Oct 2021 27 Oct 2028
Antony Legge 100,000 £0.065 29 Mar 2023 28 Mar 2030
Note 1 Jason Brewer has been granted options over 1,742,747 shares with an
exercise period of seven years, which had not vested at the balance sheet date
of 31 March 2025.
Using the Black Scholes valuation, the fair value of the vested share based
payments as at 31(st) March 2025 was €19,623 (2024: €57,343).
Valuation of Options and Warrants
The fair value of Warrants and vested Options is measured by use of the
Black-Scholes valuation. The Company does not value the unvested options
until they vest. The Company has been making a provision for the fair value of
Warrants and vested Options since the Company's listing on the London Stock
Exchange on 27 October 2022.
Using the Black Scholes valuation, the fair value of the Warrants as at 31
March 2025 was €1,922 (2024:€ 20,721) and the fair value of the vested
Options was €27,843 (2024:€ 81,378), of which €19,623 (2024:€57,343)
relates to the vested Options issued to the Directors and €8,220 (2024:
€24,035) for the non-director Options.
The €19,623 (2024:€ 57,343) fair value of the vested Director Options and
the fair value of the Warrants and vested non-directors options of €10,142
(2024:€ 44,756) has been recognised in the Statement of Other Comprehensive
Income.
19. Notes supporting statement of cash flows
2025 2024
€ €
Cash at bank and on hand 586,898 642,788
Cash and cash equivalents in the statement of financial position 586,898 642,788
20. Financial Instruments and Financial Risk Management
The Company's principal financial instruments comprise cash and cash
equivalents. The main purpose of these financial instruments is to provide
finance for the Company's operations. The Company has various other financial
assets and liabilities such as receivables and trade payables, which arise
directly from its operations.
It is, and has been throughout 2025 and 2024, the Company's policy that no
trading on derivatives be undertaken.
The main risks arising from the Company's financial instruments are foreign
currency risk, credit risk, liquidity risk, interest rate risk and capital
risk. The board reviews and agrees policies for managing each of these risks
which are summarised below.
Foreign currency risk
The Company undertakes certain transactions denominated in foreign countries.
Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures
are managed within approved policy parameters utilising forward exchange
contracts where appropriate.
At the year ended 31 March 2025 and 31 March 2024, the Company had no
outstanding forward exchange contracts.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company. As the
Company does not, as yet, have any sales to third parties, this risk is
limited.
The Company's financial assets comprise receivables and cash and cash
equivalents. The credit risk on cash and cash equivalents is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies. The Company's exposure to credit risk
arise from default of its counterparty, with a maximum exposure equal to the
carrying amount of cash and cash equivalents in its consolidated balance
sheet.
The Company does not have any significant credit risk exposure to any single
counterparty or any group of counterparties having similar characteristics.
The Company defines counterparties as having similar characteristics if they
are connected entities.
Liquidity risk management
Liquidity risk is the risk that the Company will not have sufficient funds to
meet liabilities. Ultimate responsibility for liquidity risk management rests
with the Board of Directors, which has built an appropriate liquidity risk
management framework for the management of the Company's short, medium, and
long-term funding and liquidity management requirements. The Company manages
liquidity by maintaining adequate reserves and by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial
assets and liabilities. Cash forecasts are regularly produced to identify the
liquidity requirements of the Company. To date, the Company has relied on
shareholder funding and loan arrangements to finance its operations.
The expected maturity of the Company's financial assets (excluding debtors and
prepayments) as at 31 March 2025 and 31 March 2024 was less than one month.
The Company expects to meet its other obligations from operating cash flows
with an appropriate mix of funds and equity investments. The Company further
mitigates liquidity risk by maintaining an insurance programme to minimise
exposure to insurable losses.
The Company had no derivative financial instruments as at 31 March 2025 and 31
March 2024.
Interest rate risk
The Company's exposure to the risk of changes in market interest rates relates
primarily to the Company's holdings of cash and short-term deposits.
It is the Company's policy as part of its disciplined management of the
budgetary process to place surplus funds on short-term deposit in order to
maximise interest earned.
Capital Risk Management
The primary objective of the Company's capital management is to ensure that it
maintains a healthy capital ratio in order to support its business and
maximise shareholder value.
The capital structure of the Company consists of issued share capital, share
premium and reserves. The Company manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. No changes were
made in the objectives, policies or processes during the years ended 31 March
2025 and 31 March 2024. The Company's only capital requirement is its
authorised minimum capital as a plc.
21. Going concern
The Company incurred a loss for the financial year of €628,605 (2024: loss
€504,887) and the Company had net current assets of €289,822 (2024: net
current assets €229,956) at the Statement of Financial position date leading
to concern about the Company and Company's ability to continue as a going
concern.
The Company had a cash balance of €586,898 (2024: €642,778) at the
Statement of Financial Position date.
The directors have prepared cashflow projections and forecasts for a period of
not less than 12 months from the date of this report which indicate that the
company will require additional funding for working capital requirements and
developing existing and new projects. As the company is not revenue or cash
generating it relies on raising capital from the public market
As in previous years the Directors have given careful consideration to the
appropriateness of the going concern basis in the preparation of the financial
statements and believe the going concern basis is appropriate for these
financial statements. The financial statements do not include any adjustments
that would result if the Company was unable to continue as a going concern
22. Post balance sheet events
There were no material post balance sheet events affecting these Financial
Statements.
23. Approval of financial statements
The financial statements were approved by the board of directors on 5 August
2025.
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