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RNS Number : 0312P Wishbone Gold PLC 30 June 2025
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of MAR
30 June 2025
Wishbone Gold Plc
("Wishbone" or the "Company")
London AIM & Aquis: WSBN
Final Results for the Year ended 31 December 2024
Wishbone Gold Plc is pleased to announce its final results covering the 12
months to 31st December 2024. The Chairman's Statement and Financial Statement
are set out below and the full Report and Accounts is available on the
Company's website www.wishbonegold.com (http://www.wishbonegold.com) .
END
For further information, please contact:
Wishbone Gold PLC
Richard Poulden, Chairman Tel: +971 4 584 6284
Beaumont Cornish Limited
(Nominated Adviser and AQUIS Exchange Corporate Adviser)
Roland Cornish/Rosalind Hill Abrahams Tel: +44 20 7628 3396
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Chairman's Statement
Dear Shareholders,
I am pleased to present this review of Wishbone Gold PLC's activities during a
transformative year for our Company.
Exploration Breakthroughs
Our Western Australia operations have delivered exceptional progress:
1) At Red Setter, our continued collaboration with Expert Geophysics has
yielded groundbreaking results. The MobileMT survey data interpretation
presented at the ASEG DISCOVER Symposium in October 2024 confirmed geological
similarities to Newcrest's Telfer mine. We have now completed all preparations
for our 2025 drilling program, with Apex Geoscience Consultants appointed to
manage operations targeting what may prove to be a Tier 1 gold-copper system.
We are at the final stages of drill site preparation and rig mobilisation to
deepen two existing Reverse Circulation (RC) dill holes by around 300 metres
each that will drill into the domal gold target identified at around 550
metres depth by Expert Geophysics.
2) At the Cottesloe Project, diamond drilling has validated our
sediment-hosted base metals model, with the expanded tenement package showing
promising results. The Western Australian government's assistance underscores
the project's potential.
3) Our technical team's exhaustive review of the Crescent Gold Project
identified eleven new high-priority gold targets in the Mosquito Creek region.
Corporate Transformation
The past eighteen months have seen Wishbone undergo its most significant
transformation since inception:
1) Leadership Changes:
In April 2024 we mourned the tragic passing of our esteemed colleague Alan
Gravett whose wisdom we deeply miss. We completed Board renewals at our August
2024 AGM, with Jonathan Harrison and David Hutchins being re-elected. We
welcomed Jack Sun as Finance Director in December 2024.
The leadership of Wishbone WA has been greatly strengthened with the
appointment of Edward Mead as a director replacing Barrett Kosh. Barrett
remains a director of Wishbone in Queensland.
It was particularly important to have David Lenigas join Wishbone as a
consultant in March 2025. He brings a wealth of experience in mineral
exploration and finance and I hope this relationship will continue to expand
in future.
2) Strategic Restructuring:
In the first quarter of 2025 we implemented a comprehensive financial
reorganisation of Wishbone Gold WA Pty Ltd. This included moving the company
through a voluntary administration which was concluded in April 2025 giving
the Western Australian assets a clean slate financially and allowing that
Company to re-embark on its stalled exploration activities in the State.
3) Financial Resilience
The Company demonstrated remarkable investor confidence through successive
fundraisings with a total £1.16m in 2024 and a further £2.45m in the first
half of 2025. These £3.61m in fundraisings, achieved despite challenging
market conditions, provide robust funding for our 2025 programs.
Chairman's Statement
for the Year Ended 31 December 2024 - continued
2025 Outlook
Our roadmap for the coming year is clear and compelling:
Red Setter Drill Program: Commence long-awaited drilling of this potentially
company-making target
Crescent Gold: Advance evaluation of eleven new high-priority targets.
Cottesloe: Continue systematic exploration of this emerging base metals
targets.
Bitcoin Treasury:
We feel there is a major disconnect at the moment between the rising world
gold price and the Wishbone share price. Accordingly, we intend to invest
surplus cash in a new Bitcoin Treasury operation which can later be extended.
We believe that the support for Bitcoin as a recognised asset by the United
States government will continue to support and drive the Bitcoin price and
that this can potentially provide an enhanced return to shareholders. This
expansion will of course be subject to the adoption of an appropriate crypto
policy.
Tribute and Acknowledgements
I wish to particularly honor the memory of Alan Gravett, whose dedication to
Wishbone spanned many years. His legacy continues to inspire our team.
My sincere gratitude extends to:
Our shareholders for their steadfast support through this transformative
period; our exceptional team across all operations; Government partners for
their co-funding support and our advisors for their expert guidance.
The Wishbone emerging from this restructuring is stronger, more focused, and
better capitalized than at any point in our history. With multiple
high-potential exploration targets and a streamlined operational structure, we
can afford to be optimistic about our ability to deliver shareholder value in
the year ahead.
Yours faithfully,
Richard Poulden
Chairman
Wishbone Gold PLC
Date: 30 June 2025
Consolidated Income Statement
for the year ended 31 December 2024
Notes 2024 2023
£ £
Continuing Operations
Revenue
Other income 116,510 -
Administration expenses 5 (1,575,715) (1,270,896)
Operating loss (1,459,205) (1,270,896)
Foreign exchange (loss)/gain (2,964) 934
Loss from continuing operations - before taxation (1,462,169) (1,269,962)
Tax on loss - -
Loss from continuing operations (1,462,169) (1,269,962)
Loss for the financial year (1,462,169) (1,269,962)
7 (0.275) (0.488)
Loss per share:
Basic and diluted (pence)
There are no recognised gains or losses other than disclosed above and there
have been no discontinued activities during the year.
The notes on pages 27 to 43 form part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
2024 2023
£ £
Loss for the financial year (1,462,169) (1,269,962)
Other comprehensive loss:
Exchange differences on translating foreign operations (428,751) (251,783)
Other comprehensive income for the year, net of tax (428,751) (251,783)
Total comprehensive loss for the year attributable to equity owners of the (1,890,920) (1,521,745)
parent
The notes on pages 27 to 43 form part of these financial statements.
Consolidated Statement of Financial Position
as at 31 December 2024
Notes 2024 2023
£ £
Current assets
Trade and other receivables 8 59,129 837,175
Cash and cash equivalents 124,895 18,226
184,024 855,401
Non-current assets
Intangible assets 9 5,957,693 6,299,150
5,957,693 6,299,150
Total assets 6,141,717 7,154,551
Current liabilities 11 626,083 907,997
Equity
Share capital 12 3,366,161 3,095,161
Share premium 12 17,021,579 16,132,579
Share payment reserve 14 72,987 72,987
Translation adjustment (411,419) (411,419)
Foreign exchange reserve (881,900) (453,149)
Accumulated losses (13,651,774) (12,189,605)
5,515,634 6,246,554
Total equity and liabilities 6,141,717 7,154,551
The financial statements were approved by the board and authorised for issue
on 30 June 2025 and signed on its behalf by:
R. O'D.
Poulden
J.K. Sun
Director
Director
The notes on pages 27 to 43 form part of these financial statements..
Company Statement of Financial Position
as at 31 December 2024
Notes 2024 2023
£ £
Current assets
Trade and other receivables 8 18,486 735,255
Cash and cash equivalents 122,235 5,465
140,721 740,720
Non-current assets
Investments 10 104,105 104,105
Investment loans 13 6,644,768 6,411,909
6,748,873 6,516,014
Total assets 6,889,594 7,256,734
Current liabilities 11 69,471 87,683
Equity
Share capital 12 3,366,161 3,095,161
Share premium 12 17,021,579 16,132,579
Share payment reserve 14 72,987 72,987
Translation adjustment (411,419) (411,419)
Accumulated losses (13,229,185) (11,720,257)
6,820,123 7,169,051
Total equity and liabilities 6,889,594 7,256,734
The financial statements were approved by the board and authorised for issue
on 30 June 2025 and signed on its behalf by:
R. O'D.
Poulden
J.K. Sun
Director
Director
The notes on pages 27 to 43 form part of these financial statements..
Consolidated Statement of Changes in Equity
as at 31 December 2024
Share capital Share premium Share payment reserve Accumulated losses Translation adjustment Foreign exchange reserve Total equity
£ £ £ £ £ £ £
Balance at 1 January 2023 3,016,333 14,368,967 72,987 (10,919,643) (411,419) (201,366) 5,925,859
Shares issued during the year 78,828 1,763,612 - - - - 1,842,440
(net of issue costs)
Loss for the financial year - - - (1,269,962) - - (1,269,962)
Foreign exchange - - - - - (251,783) (251,783)
Balance at 31 December 2023 3,095,161 16,132,579 72,987 (12,189,605) (411,419) (453,149) 6,246,554
Shares issued during the year 271,000 889,000 - - - - 1,160,000
(net of issue costs)
Loss for the financial year - - - (1,462,169) - - (1,462,169)
Foreign exchange - - - - - (428,751) (428,751)
Balance at 31 December 2024 3,366,161 17,021,579 72,987 (13,651,774) (411,419) (881,900) 5,515,634
The notes on pages 27 to 43 form part of these financial statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
Note 2024 2023
£ £
Cash flows from operating activities
Loss before tax (1,462,169) (1,269,962)
Reconciliation to cash generated from operations:
Write-off of receivable
Foreign exchange loss (528,901) (404,400)
Operating cash flow before changes in working capital (1,991,070) (1,674,362)
Decrease in receivables 778,047 82,895
Decrease in payables (281,916) (24,000)
Net cash flows used in operations (1,494,939) (1,615,467)
Cash flows from investing activities
Acquisition of intangible assets (121,301) (1,644,710)
Net cash flows used in investing activities (121,301) (1,644,710)
Cash flows from financing activities
Issue of shares for cash 12 1,160,000 1,842,440
Net cash flows from financing activities 1,160,000 1,842,440
Effects of exchange rates on cash and cash equivalents, including effects of 562,909 (21,939)
foreign exchange reserve
Net increase/(decrease) in cash and cash equivalents 106,671 (1,439,676)
Cash and cash equivalents at 1 January 18,226 1,457,902
Cash and cash equivalents at 31 December 124,895 18,226
The notes on pages 27 to 43 form part of these financial statements.
Company Statement of Cash Flows
for the year ended 31 December 2024
Notes 2024 2023
£ £
Cash flows from operating activities
Loss before tax (1,508,929) (1,206,491)
Reconciliation to cash generated from operations:
Write-off of receivables - -
Operating cash flow before changes in working capital (1,508,929) (1,206,491)
Decrease in receivables 716,770 24,775
Decrease in payables (18,213) (34,367)
Net cash flows used in operations (810,372) (1,216,083)
Cash flows from investing activities
Increase in funding to subsidiaries (232,860) (1,855,595)
Net cash flows used in investing activities (232,860) (1,855,595)
Cash flows from financing activities
Issue of shares for cash 12 1,160,000 1,842,440
Net cash flow from financing activities 1,160,000 1,842,440
Net increase/(decrease) in cash and cash equivalents 116,770 (1,229,238)
Cash and cash equivalents at 1 January 5,465 1,234,703
Cash and cash equivalents at 31 December 122,235 5,465
The notes on pages 27 to 43 form part of these financial statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1. General Information
The consolidated financial statements of Wishbone Gold Plc (the "Company") and
its subsidiaries (the "Group") for the year ended 31 December 2024 were
authorised for issue in accordance with a resolution of the Company's
directors on 30 June 2025.
The Company was incorporated in Gibraltar under the name of Wishbone Gold Plc
as a public company under the Gibraltar Companies Act 2014. The authorised
share capital of the Company is £8,000,000 divided into 8,000,000,000 shares
of £0.001 each. The registered office is located at Unit 5A,3 Irish Place,
Irish Town, GX11 1AA, Gibraltar.
Further share allotments have been made as disclosed in note 12.
2. Accounting Policies
Basis of preparation
The financial statements of the Group have been prepared in accordance with
United Kingdom adopted International Accounting Standards ("IFRS") applied in
accordance with the provisions of the Gibraltar Companies Act 2014 ("the
Act").
In accordance with the Gibraltar Companies Act 2014, the individual statement
of financial position of the Company has been presented as part of these
financial statements. The individual statement of comprehensive income has not
been presented as part of these financial statements as permitted by Section
288 of the Act. The individual statement of comprehensive income of the
Company shows a loss for the year of £1,508,929 (2023: £1,206,491).
IFRS is subject to amendment and interpretation by the International
Accounting Standards Board ("IASB") and the International Financial Reporting
Interpretations Committee ("IFRIC"). The accounts have been prepared on the
basis of the recognition and measurement principles of IFRS that are
applicable for the year commencing 1 January 2022.
The consolidated financial statements have been prepared under the historical
cost convention. The principal accounting policies set out in the succeeding
pages have been consistently applied to all years presented other than changes
from the new and amended standards and interpretations effective from 1
January 2023.
Going concern
The Group has incurred losses during the financial years ended 31 December
2024 and 31 December 2023.
The Directors have reviewed the financial condition of the Group since 31
December 2024 and have considered the Group's cash projections and funding
plan for the 12 months from the date of approval of these financial
statements. The Group's current cash situation without any additional
funding can sustain the Company for at least the next twelve months. This can
of course be adjusted in accordance with the results. All exploration is
inherently unpredictable as to the final outcome.
The Company has also demonstrated that it has the ability to raise capital for
its new strategy that it may require to accelerate the exploration program if
it desires.
The Board of Directors is confident that the Group has access to sufficient
funds to enable the Group to meet its liabilities as and when they fall due
for at least the next twelve months and also to continue full operations in
exploration.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
2. Accounting Policies - continued
Basis of consolidation
The Group's consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries prepared at 31 December each
year. Control is achieved where the company has power to govern the financial
and operating policies of an investee entity so as to obtain benefits from its
activities.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group.
All intra-group transactions and balances and any unrealised gains and losses
arising from intra-group transactions are eliminated in preparing the
consolidated accounts.
In the parent company financial statements, the investment in the subsidiaries
is accounted for at cost.
Functional and presentational currencies
The individual financial information of the entity is measured and presented
in the currency of the primary economic environment in which the entity
operates (its functional currency).
Since 1 January 2021, the functional currency of the Company has been the
Pounds Sterling ("£"). The Board of Directors considered that the Group's
source of funding is predominantly £ denominated. As a result, the Directors
have determined that £ is the currency which best reflects the underlying
transactions, events and conditions relevant to the Group with effect from 1
January 2021.
In accordance with IAS 21 'The Effect of Changes in Foreign Exchange Rates',
the effect of a change in functional currency is accounted for prospectively.
All items were translated at the exchange rate on the effective date of the
change. The resulting translated amounts for non-monetary items are treated as
their historical cost. Share capital and premium were translated at the
historic rates prevailing at the dates of the underlying transactions.
The effects of translating the Company's financial results and financial
position into £ were recognised in the foreign currency translation reserve.
The financial statements are presented in £ including the comparative
figures. All amounts are recorded in the nearest £, except when otherwise
indicated.
Business combinations and goodwill
On acquisition, the assets and liabilities, and contingent liabilities of
subsidiaries are measured at their fair values at the date of acquisition. Any
excess of cost of acquisition over the fair value of identifiable net assets
acquired is recognised as goodwill. Any deficiency of the cost of acquisition
below the fair value of identifiable net assets acquired (i.e., discount on
acquisition) is credited to the income statement in the period of acquisition.
Goodwill arising on consolidation is recognised as an asset and reviewed for
impairment at least annually. Any impairment is recognised immediately in the
income statement and is not subsequently reversed.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
2. Accounting Policies - continued
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of
interest for which rights of tenure are current is carried forward as an asset
in the statement of financial position where it is expected that the
expenditure will be recovered through the successful development and
exploitation of an area of interest, or by its sale; or exploration activities
are continuing in an area and activities have not reached a stage which
permits a reasonable estimate of the existence or otherwise of economically
recoverable reserves. Where a project or an area of interest has been
abandoned, the expenditure incurred thereon is written off in the year in
which the decision is made. Exploration and expenditure ceases after technical
feasibility and commercial viability of extracting a mineral resource are
demonstrable.
Investments in group undertakings
Investments in group undertakings are measured at cost less any impairments
arising should the fair value after disposal costs be lower than cost.
Impairment of non-financial assets
At each year end date, the Group reviews the carrying amounts of its
non-financial assets, which comprise of investments, tangible and intangible
assets, to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the assets is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that
are independent from other assets, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less cost to sell, and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset, for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (cash
generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately, unless the relevant asset is carried at
revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash generating unit) in prior periods. A
reversal of impairment loss is recognised in the income statement immediately.
In 2024, the Company did not recognise additional impairment of its related
party loans (2023: £Nil).
Government grants
Government grants relating to costs are deferred and recognised in profit or
loss over the period necessary to match them with the costs that the are
intended to compensate.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
2. Accounting Policies - continued
Foreign currencies
The consolidated financial statements are presented in Gibraltar Pounds
Sterling ("£"), the presentation and functional currency of the Company. All
values are rounded to the nearest £. Transactions denominated in a foreign
currency are translated into £ at the rate of exchange at the date of the
transaction or using the average rate for the financial year. At the year-end
date, monetary assets and liabilities denominated in foreign currency are
translated at the rate ruling at that date. All exchange differences are dealt
with in the income statement.
On consolidation, the assets and liabilities of foreign operations which have
a functional currency other than £ are translated into £ at foreign exchange
rates ruling at the year-end date. The revenues and expenses of these
subsidiary undertakings are translated at average rates applicable in the
period. All resulting exchange differences are recognised as a separate
component of equity. Foreign exchange gains or losses arising from a monetary
item receivable from or payable to a foreign operation are recognised in the
consolidated statement of comprehensive income and disclosed as a separate
component of equity, such foreign exchange gains or losses are reclassified
from equity to the income statement on disposal of the net foreign operation.
The same foreign exchange gains or losses are recognised in the stand-alone
income statements of either the parent or the foreign operation.
In the statement of cash flows, cash flows denominated in foreign currencies
are translated into the presentation currency of the Group at the average
exchange rate for the year or the prevailing rate at the time of the
transaction where more appropriate.
The closing exchange rate applied at the year-end date was AUD 2.02 per £1
(2023: AUD 1.87). The average exchange rate applied at the year-end date was
AUD 1.937 per £1 (2023: AUD 1.87 ).
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker as required by IFRS 8
"Operating Segments". The chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the operating segments,
has been identified as the Board of Directors.
The accounting policies of the reportable segments are consistent with the
accounting policies of the Group as a whole. Segment loss represents the loss
incurred by each segment without allocation of foreign exchange gains or
losses, investment income, interest payable and tax. This is the measure of
loss that is reported to the Board of Directors for the purpose of the
resource allocation and the assessment of the segment performance.
When assessing segment performance and considering the allocation of
resources, the Board of Directors review information about segment assets and
liabilities. For this purpose, all assets and liabilities are allocated to
reportable segments (note 4).
Revenue recognition
As an exploration company the Group currently has no revenues. Revenue is
recognised when control of a good or service transfers to a customer. A
five-step approach is applied before revenue can be recognised:
· identify contracts with customers;
· identify the separate performance obligation;
· determine the transaction price of the contract;
· allocate the transaction price to each of the separate
performance obligations; and
· recognise the revenue as each performance obligation is
satisfied.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
2. Accounting Policies - continued
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost less provision for impairment.
Impairment of financial assets
The Group has adopted the expected credit loss model ("ECL") in IFRS 9. The
ECL is to be measured through a loss allowance at an amount equal to:
• the 12-month expected credit losses (ECL that result from those
default events on the financial instrument that are possible within 12 months
after the reporting date); or
• full lifetime expected credit losses (ECL that result from all
possible default events over the life of the financial instrument).
The Group only holds cash and trade and other receivables with no financing
component and therefore has adopted an approach similar to the simplified
approach to ECLs.
Provision for impairment (or the ECL) is established based from full lifetime
ECL and when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivable. The
amount of the impairment is the difference between the asset's carrying amount
and the present value of the estimated future cash flows, discounted at
effective interest rate.
Cash and cash equivalents
Cash and cash equivalents comprise on demand deposits held with banks.
Trade and other payables
Trade payables are initially measured at fair value, and subsequently measured
at amortised cost, using the effective interest rate method.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its liabilities. Equity
instruments issued by a group entity are recorded at the proceeds received,
net of any direct issue costs.
Taxation
Current tax is provided at amounts expected to be paid (or recovered) using
the tax rates and laws that have been enacted or substantively enacted by the
year end date. Deferred taxation is provided in full, using the liability
method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However, if the deferred tax arises from the initial recognition
of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting, nor taxable
profit or loss, it is not accounted for. Deferred tax is determined using tax
rates and laws that have been enacted (or substantively enacted) by the year
end date and are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
2. Accounting Policies - continued
Share based payments
The Company has historically issued warrants and share options in
consideration for services. The fair value of the warrants have been treated
as part of the cost of the service received and is charged to share premium
with a corresponding increase in the share based payment reserve. All
subscriber warrants issued in the prior years had already lapsed, thus the
share based payment reserve was transferred to retained earnings. In 2021 and
2020, the Group issued warrants (see note 14) as part of the total
consideration for the acquisition of exploration licenses (see note 9), for
which the value attributable to the warrants is £Nil.
Standards, amendments and interpretations to existing standards that are
effective in 2024
The following table lists the recent changes to Accounting Standards that are
required to be applied for accounting periods beginning on or after 1 January
2024. None of these have had no significant impact on the consolidated
financial statements:
Amendments to IAS 1 Presentation of Financial Statements Classification of Liabilities as Current or Non-current (Issued January 2020)
and Non-current Liabilities with Covenants (Issued October 2022)
Amendments to IFRS 16 Leases Lease Liability in a Sale and Leaseback
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 and IFRS 9 Financial Supplier Finance Arrangements
Instruments
New standards and interpretations to existing standards that are not yet
effective or have not been early adopted
At the date of authorisation of these consolidated financial statements, the
following standards and interpretations were in issue but not yet mandatorily
effective and have not been applied in these financial statements:
Amendments to IAS 21 The effects of changes in foreign exchange rates
IFRS 18 Presentation and Disclosure in Financial Statements
Amendments to IFRS 9 and IFRS 7 Financial Instruments: Classification and Measurement
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the
consolidated financial statements.
The Company assessed that there is no significant impact of the adoption of
the new or amended Accounting Standards and Interpretations on the Company's
financial statements. The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
3. Critical accounting estimates and judgements
The critical accounting estimates and judgements made by the Group regarding
the future or other key sources of estimation, uncertainty and judgement that
may have a significant risk of giving rise to a material adjustment to the
carrying values of assets and liabilities within the next financial year are:
Critical judgements in applying the group's accounting policies
Going concern
The preparation of the financial statements is based on the going concern
assumption as disclosed in note 2. The Board of Directors, after taking into
consideration the additional funding received, believe the going concern
assumption is appropriate.
Determining capitalisable exploration and evaluation expenditures
The application of the Group's accounting policy for exploration and
evaluation expenditure requires judgement to determine whether future economic
benefits are likely from either future exploration or sale, or whether
activities have not reached a stage that permits a reasonable assessment of
the existence of reserves.
In addition to applying judgement to determine whether future economic
benefits are likely to arise from the Group's exploration and evaluation
assets, or whether activities have not reached a stage that permits a
reasonable assessment of the existence of reserves, the Group has to apply a
number of estimates and assumptions. The determination of Joint Ore Reserves
Committee (JORC) resource is itself an estimation process that involves
varying degree of uncertainty depending on how the resources are classified.
The estimation directly impacts when the Group defers exploration and
evaluation expenditure. The deferral policy requirements management to make
certain estimates and assumptions about future events and circumstances,
particularly, whether an economically viable extraction operation can be
established.
Any such estimates and assumptions may change as new information becomes
available. If, after expenditure is capitalised, information becomes available
suggesting that the recovery of expenditure is unlikely, the relevant
capitalised amount is written off to the statement of profit or loss and other
comprehensive income in the period when the new information becomes available.
Impairment of exploration and evaluation assets
Impairment of exploration and evaluation expenditure is subject to significant
estimation, due to the complexity of the accounting requirements and the
significant judgement required in determining the assumptions to be used to
estimate the recoverable amount. As at 31 December 2024, the Board of
Directors are satisfied that no impairment exists as outlined in note 9.
If, after expenditure is capitalised, information becomes available suggesting
that the recovery of expenditure is unlikely, the amount capitalised is
written off in profit and loss in the period when the new information becomes
available. As at 31 December 2024, no such information is available to
suggest that the expenditure is not recoverable.
Determination of functional currency
Since 1 January 2021, the functional currency of the Company has been
designated as Pounds Sterling ("£"). The Board of Directors considered that
the Group's source of funding is predominantly £ denominated. As a result,
the Directors have determined that £ is the currency which best reflects the
underlying transactions, events and conditions relevant to the Group with
effect from 1 January 2021 ("the effective date of the change").
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
3. Critical accounting estimates and judgements - continued
Parent company statement of financial position - impairment of the investment
in a subsidiary and related party receivables
The Company's investments in its subsidiaries are carried at cost less
provision for impairment. The values of the investments are inherently linked
to the assets held by and or the performance of the subsidiaries and an
impairment review is undertaken by management annually to assess whether any
permanent diminution in value has occurred.
At the reporting date, the Australian subsidiaries had net liability of
£458,169 (AUD 925,501) (2023: £530,993 (AUD 1,019,956)). As noted above,
the Board of Directors do not consider that the exploration and evaluation
assets are impaired. No facts or circumstances were noted that the projects
are not viable. Accordingly, no impairment of the investment in and loan to
the Australian subsidiaries of £104,105 (2023: 104,105) and £ 6,644,768
(2023: £6,411,909), respectively, were recognised.
Valuation of warrants
As described in note 14, the fair value of any warrants granted was calculated
using the Binomial Option Pricing model which requires the input of highly
subjective assumptions, including volatility of the share price. Changes in
subjective input assumptions may materially affect the fair value estimate.
4. Segmental analysis
Management has determined the operating segments by considering the business
from both a geographic and product perspective. For management purposes, the
Group is currently organised into a single operating division, resource
evaluation (Australia). The division is the business segment for which the
Group reports its segment information internally to the Board of Directors.
5. Administrative expenses
2024 2023
£ £
Fees payable to the Company's auditor for the audit of the consolidated 44,430 48,640
financial statements
Other administrative costs 1,244,907 924,340
Remuneration of directors of the Group 283,333 297,916
1,572,670 1,270,896
Remuneration to the directors of the Group may be settled via the issue of
equity in the Company and cash, as disclosed in note 19.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
6. Taxation
The Company is subject to corporation tax in Gibraltar on any profits, which
are accrued in or derived from Gibraltar or any passive income which is
taxable. The corporation tax rate in Gibraltar for the year ended 31 December
2023 was 12.5%. There was an increase in the corporate tax in Gibraltar to 15%
effective from 1 July 2024. The Company has no operations in Gibraltar which
are taxable.
The Company has taxable losses to carry forward, consequently no provision for
corporate tax has been made in these financial statements.
The Group's subsidiary, Wishbone Gold Pty Ltd, is subject to corporate income
tax in Australia. The corporate income tax rate in Australia for the year
ended 31 December 2024 is 25% (2023: 25%).
This subsidiary has taxable losses to carry forward, consequently no provision
for corporate tax has been made in these financial statements.
Note that there are no group taxation provisions under the tax laws of
Gibraltar.
As at 31 December 2024 and as at 31 December 2023, the Company has no deferred
tax assets and no deferred tax liabilities.
7. Loss per share
2024 2023
£ £
Loss for the purpose of basic loss per share being net loss attributable to (1,462,169) (1,269,962)
equity owners of parent
Loss for the purpose of diluted earnings per share (1,462,169) (1,269,962)
Number of shares:
Weighted average number of new ordinary shares
Issued ordinary shares at the beginning of the year 260,171,091 181,343,651
Effect of share issues 271,000,000 78,827,440
Weighted average number of new ordinary shares at 31 December 531,171,091 260,171,091
Basic loss per share (pence) (0.275) (0.488)
Due to the Company and the Group being loss making, the share warrants (note
14) are antidilutive.
8. Trade and other receivables
2024 2023
Group £ £
Other receivable 40,644 101,920
Prepayments 18,485 17,995
Unpaid share capital - 717,260
59,129 837,175
2024 2023
Company £ £
Other receivable - 717,260
Prepayments 18,486 17,995
18,486 735,255
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
9. Intangible assets
Exploration & evaluation assets
Group £
Cost
At 1 January 2023 4,900,173
Additions 1,644,710
Foreign exchange revaluation (245,733)
At 31 December 2023 6,299,150
At 1 January 2024 6,299,150
Additions 121,301
Foreign exchange revaluation (462,758)
At 31 December 2024 5,957,693
The Group holds Exploration Permits for Mining ("EPMs") to four tenements in
Queensland, Australia. The renewal of the EPMs is for a maximum further period
of 5 years. Permits are not automatically renewed but require an application
to the Queensland Department of Natural Resources and Mines.
The Group also holds ten Exploration Licenses (ELs) in Western Australia.
These licenses are subject to renewal terms as per the Western Australian
Mining Act 1978, requiring compliance with expenditure commitments and
approval from the Department of Energy, Mines, Industry Regulation and Safety
(DEMIRS). Renewals are not automatic and must be applied for prior to expiry,
with conditions varying by tenure type and exploration progress.
10. Investments
Shares in subsidiary undertakings
2024 2023
Company £ £
Cost
As at 1 January 104,105 697,329
Disposal (593,224)
As at 31 December 104,105 104,105
Accumulated Impairment
As at 1 January - (593,224)
Disposal - 593,224
As at 31 December - -
Net Book Value
As at 31 December 104,105 104,105
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
10. Investments - continued
Company Class of shares held % held Country of registration or incorporation Cost of Investment
£
Wishbone Gold Pty Ltd 110,000,000 ordinary shares of GBP 0.001 each 100% Australia 104,105
Wishbone Gold WA Pty Ltd 100 ordinary shares of AUD 1 each 100% Australia -
Wishbone Gold Pty Ltd is an exploration company. The Company is incorporated
in Australia and the registered office address is Unit 3 L, 484-488 Queen
Street, Brisbane City 4000, Australia.
Wishbone Gold WA Pty Ltd is also an exploration company. The company is
incorporated in Australia and the registered office address is Level 6, 340
Adelaide St, Brisbane City 4000, Australia.
The cost of the investments in Wishbone Gold WA Pty Ltd is negligible and has
not been recognised.
11. Current liabilities
2024 2023
£ £
Group
Trade payables 536,439 827,704
Accruals and deferred income 89,642 80,293
626,081 907,997
2024 2023
Company £ £
Trade payables 13,333 34,113
Accruals and deferred income 56,137 53,570
69,470 87,683
12. Share capital - Group and Company
2024 2023
Authorised: £ £
8,000,000,000 Ordinary Shares of 8,000,000 8,000,000
£0.001 each
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
12. Share capital - Group and Company - continued
Allotted and called up:
2024 Number of shares 2024 Share capital 2024 Share premium £ 2023 Number of shares 2023 Share capital 2023 Share premium
£ £ £
As at 1 January 277,740,307 3,095,161 16,132,579 198,912,868 3,016,333 14,368,967
Placing of shares 246,000,000 246,000 664,000 78,827,439 78,828 1,763,612
Exercise of warrants issued last year with shares issued this year 25,000,000 25,000 225,000 - - -
As at 31 December 548,740,307 3,366,161 17,021,579 277,740,307 3,095,161 16,132,579
Share allotments and issuances during the year, including comparative, are
laid out below:
On 1(st) August 2023, the Company issued 59,059,997 new ordinary shares of 0.1
pence each at a price of 2.4 pence per share equating to £1,417,440.
On 22(nd) November 2023, the Company issued 1,162,790 new ordinary shares of
0.1 pence each (the "Ordinary Shares") at a price of 2.15 pence per share
equating to £25,000 to pay for the Option Fee of the Crescent East Lithium
and Gold Project.
On 19(th) December 2023, the Company issued 18,604,652 new ordinary shares of
0.1 pence each (the "Ordinary Shares") at a price of 2.15 pence per share
equating to £400,000 to complete the acquisition of the Crescent East Lithium
and Gold Project.
On 2(nd) February 2024, the company raised £300,000 gross to one corporate
investor at a price of 1.2 pence per share and issued a total of 25,000,000
new Ordinary Shares of 0.1 pence each (the "Ordinary Shares"). This small
placing will primarily be used to initiate exploration operations at the new
Mosquito Creek property in the Pilbara.
On 24(th) May 2024, the company received, notice to exercise warrants over a
total of 25,000,000 new ordinary shares of 0.1 pence each in the Company (the
"Ordinary Shares"), which has been issued at 1.0 pence per share. The exercise
consideration was £250,000
On 20(th) September 2024, the company raised £360,000 gross at a price of
0.375 pence per share and issued a total of 96,000,000 new Ordinary Shares of
0.1 pence each (the "Ordinary Shares")
On 9(th) December 2024, the company raised £250,000 gross at a price of 0.2
pence per share and issued a total of 125,000,000 new Ordinary Shares of 0.1
pence each (the "Ordinary Shares").
Ordinary shares carry a right to receive notice of, attend, or vote at any
Annual General and Extraordinary General Meetings of the company. The holders
are entitled to receive dividends declared and paid by the Company.
13. Investment loans
As at 31 December 2024, there are no outstanding loans due from third parties.
2024 2023
Company £ £
Non-Current
Amounts owed by subsidiary undertakings 6,644,768 6,411,909
6,644,768 6,411,909
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
14. Share based payments
Details of the warrants and share options in issue during the year ended 31
December 2024 are as follows:
Number of Warrants / options 2024 Average exercise price 2024 Number of Warrants / options 2023 Average exercise price 2023
No £ No £
Outstanding at 1 January 89,785,196 0.0410 20,385,196 0.1871
Lapsed/terminated during the year (13,285,196) 0.2392 (5,600,000) 0.1936
Issued during the year - - 75,000,000 0.0150
Exercised during the year (25,000,000) 0.01 - -
Outstanding at 31 December 51,500,000 0.05875 89,785,196 0.0410
Fair value is measured by use of the Binomial Option Pricing Model with the
assumption of 5% future market volatility and a future interest rate of 1.63%
(2023: 1.63%) per annum based on the current economic climate. The fair value
of share warrants granted in 2024 was £nil (2023: £nil). The fair value of
share warrants outstanding as at 31 December 2024 is £nil (2023: £72,987).
15. Financial instruments
The Group's financial instruments comprise of cash and cash equivalents,
borrowings and items such as trade payables which arise directly from its
operations. The main purpose of these financial instruments is to provide
finance for the Group's operations.
Classification of financial instruments
All Group's financial assets are classified at amortised cost. All of the
Group's financial liabilities classified as other financial liabilities are
also held at amortised cost. The carrying value of all financial instruments
approximates to their fair value.
Fair values of financial instruments
In the opinion of the directors, the book values of financial assets and
liabilities represent their fair values.
16. Financial risk management
The Group's operations expose it to a variety of financial risks including
credit risk, liquidity risk, interest rate risk and foreign currency exchange
rate risk. The Directors do not believe the Group is exposed to any material
equity price risk. The policies are set by the Board of Directors.
Credit risk
Credit risk is the risk that a counterparty will be unable or unwilling to
meet the commitments that it has entered into with the Group. Credit risk
arises from cash and cash equivalents, and trade and other receivables
(including the Company's receivables from related parties). As for the cash
and cash equivalents, these are deposited at reputable financial institutions,
therefore management do not consider the credit risk to be significant.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum credit exposure to credit risk at the reporting date was
£182,696 (2023: £855,401).
Based on this information, the directors believe that there is a low credit
risk arising from these financial assets.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
16. Financial risk management - continued
Interest rate risk
The Group's interest-bearing assets comprise only cash and cash equivalents
and earn interest at a variable rate. The Group has a policy of maintaining
debt at fixed rates which are agreed at the time of acquiring debt to ensure
certainty of future interest cash flows. The directors will revisit the
appropriateness of the policy should the Group's operations change in size or
nature.
No sensitivity analysis for interest rate risk has been presented as any
changes in the rates of interest applied to cash balances would have no
significant effect on either profit or loss or equity.
The Group has not entered into any derivative transactions during the year
under review.
Liquidity risk
The Group actively maintains cash balances that are designed to ensure that
sufficient funds are available for operations and planned expansions. The
Group monitors its levels of working capital to ensure that it can meet its
debt repayments as they fall due. All of the Group's financial liabilities are
measured at amortised cost. Details of the Group's funding requirements are
set out in note 18.
Non-derivative financial liabilities, comprising loans payable, trade payables
and accruals of £626,081 (2023: £908,997) are repayable within 1-12 months
from the year end, apart from directors' fees. The amounts represent the
contractual undiscounted cash flows, balances due equal their carrying
balances as the impact of discounting is not significant.
Foreign currency exchange rate risk
The Group undertakes certain transactions in foreign currencies. Hence,
exposure to exchange rate fluctuations arises.
The Group incurs foreign currency risk on transactions denominated in
currencies other than its functional currency. The principal currency that
gives rise to this risk at Group level is the Australian Dollar. At the year
end, the Group's exposure to the currency is minimal; accordingly, any
increase or decrease in the exchange rates relative to the functional currency
would not have a significant effect on the financial statements.
17. Capital management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and to maintain an optimal capital structure to reduce the cost of capital.
The Group defines capital as being share capital plus reserves. The Board of
Directors monitor the level of capital as compared to the Group's commitments
and adjusts the level of capital as is determined to be necessary, by issuing
new shares. The Group is not subject to any externally imposed capital
requirements. There were no changes in the Group's approach to capital
management during the year.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
18. Commitments
Annual expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the
Group is required to perform minimum exploration work to meet the minimum
expenditure requirements specified by various authorities.
These obligations are subject to periodic renegotiations and authorities allow
overspend from previous years to be applied. The Group's planned spend through
its exploration contractors are as follows:
2024 2023
£ £
Within one year 301,256 347,434
After one year but not more than five years 855,269 483,328
1,156,525 830,762
19. Related parties
The Company wholly owns Wishbone Gold Pty Ltd, an Australian entity that is
engaged in the exploration of minerals in Australia. The Company's investment
in Wishbone Pty Ltd was £104,500 as at 31 December 2024 and 2023. The
financial and operating results of this subsidiary have been consolidated in
these financial statements.
Wishbone Gold Pty Ltd, as at 31 December 2024, has a loan outstanding from
Wishbone Gold Plc of the following amounts:
2024 2023
£ £
Outstanding at 1 January 4,734,514 4,021,181
Additions during the year 232,850 713,333
Outstanding at 31 December 4,967,364 4,734,514
Wishbone Gold WA Pty Ltd, as at 31 December 2024, has a loan outstanding from
Wishbone Gold Plc of the following amounts:
2024 2023
£ £
Outstanding at 1 January 1,677,394 1,252,394
Additions during the year 10 425,000
Outstanding at 31 December 1,677,404 1,677,394
The intercompany loans are repayable on demand and do not attract any
interest.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
19. Related parties - continued
The following summarises the fees incurred in respect of directors' and
officers' services for the year ended 31 December 2024 and 2023, and the
amounts settled by the Company by way of share issues and cash.
31 December 2024 Balance as at 1 January 2024 Charge Settled in shares Settled in cash Balance as at 31 December 2024
for the year
£ £ £ £ £
Richard Poulden - 200,000 - (200,000) -
Jonathan Harrison - 25,000 - (25,000) -
Jack Sun - 100,000 (100,000) -
Alan Gravett - 6,249 - (6,249) -
Professor Michael Mainelli - 29,166 - (27,083) 2,083
David Hutchins - 25,000 - (25,000) -
Total - 381,249 - (379,166) 2,083
Balance as at 1 January 2023 Charge Settled in shares Settled in cash Balance as at 31 December 2023
for the year
31 December 2023
£ £ £ £ £
Richard Poulden 16,667 200,000 - (213,235) -
Jonathan Harrison 2,083 25,000 - (27,083) -
Alan Gravett 2,083 25,000 - (27,083) -
Professor Michael Mainelli 2,083 20,833 - (22,916) -
David Hutchins 2,083 25,000 - (27,083) -
Total 24,999 295,833 - (317,400) -
Consultancy fees paid to Richard Poulden include fees paid to Black Swan Plc
of which he is also the Chairman. In addition, Jonathan Harrison's services
are billed by Easy Business Consulting Limited, in which Jonathan Harrison, a
director of the Company, has an interest, for consultancy services. Professor
Michael Mainelli's services are billed by Z/Yen Group Limited, in which
Professor Michael Mainelli, a director of the Company, has an interest, for
consulting services.
20. Ultimate controlling party
The directors believe that there is no single ultimate controlling party.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
21. Events after the reporting date
The following events took place after the year end:
On 23(rd) January 2025, the company announced that it had signed non-binding
Heads of Terms for the acquisition by Wishbone of Evrensel Global Natural
Resources Ltd ("EGNR") its subsidiaries and associated projects. If completed
this would have constituted a reverse merger transaction and accordingly the
shares were suspended.
On 19(th) of March 2025, EGNR and Wishbone agreed that it was not in the best
interests of both parties to proceed with the transaction and accordingly the
proposed merger did not proceed.
In addition, during March 2025, David Lenigas agreed to join Wishbone as a
consultant.
On 24(th) March 2025, the Company raised £700,000 at a price of 0.1 pence per
share and issued a total of 700,000,000 new Ordinary Shares of 0.1 pence each.
On 15(th) of April 2025, the Company paid out all of its legal liabilities and
completed the reorganisation of its Western Australia subsidiary, Wishbone
Gold WA Pty Ltd. Management has been strengthened by the appointment of Edward
Mead as a director of Wishbone Gold WA Pty Ltd replacing Barrett Kosh who
remains a director of Wishbone Queensland.
On 25(th) April 2025, the company announced that it is preparing to drill into
the main undrilled gold target at its Red Setter Dome near the Telfer Gold
Mine that was identified by Expert Geophysics Limited in September 2024.
On 1(st) May 2025, the company appointed Apex Geoscience Consultants to manage
the day-to-day on the ground exploration and upcoming drilling program at the
Red Setter Dome located 13 kilometers to the southwest of the +15Moz Telfer
Gold Mine, Western Australia.
On 8(th) May 2025, the company reported that an extensive geological review of
the prospective tenements at the Crescent Gold Project in the Mosquito Creek
region of Western Australia has identified eleven (11) fresh gold targets that
require further on-ground investigation.
On 2(nd) June 2025, Apex Geoscience Consultants confirmed that the key drill
holes at Red Setter which are to be deepened in order to test the main gold
target at depth appear to be in good order for the proposed drill program.
They found that the pads and collars of the key drill holes are in good
condition allowing low-cost re-entry. The shallow water table identified will
enable cheaper pump utilisation; and access tracks only need minor work thus
saving costs and time, with no heritage surveys being required.
On 11(th) June 2025, the Company raised gross proceeds of £1,750,000 at a
placing price of 0.13 pence per share through the issue of 1,346,153,846 new
Ordinary Shares of 0.1 pence each.
22. Availability of accounts
The full report and accounts are being posted on the Company's website,
www.wishbonegold.com.
23. Contingent liability
There is some risk that native title, as established by the High Court of
Australia's decision in the Mabo case, exists over some of the land over which
Wishbone Gold Pty and Wishbone Gold WA hold tenements or over land required
for access purposes. Wishbone has historically had good relationships with
Indigenous Australians and the board will do their utmost to continue this.
Nonetheless we have to state that the Group is unable to determine the
prospects for success or otherwise of the future claims and, in any event,
whether or not and to what extent the future claims may significantly affect
Wishbone Gold or its projects.
There are no contingent liabilities outstanding at 31 December 2024 and 31
December 2023.
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