REG - Xtract Resources plc - Final Results
27/06/2025 15:30
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RNS Number : 8211O Xtract Resources plc 27 June 2025
For immediate release
27 June 2025
Xtract Resources Plc
("Xtract" or the "Company")
Audited results for the 12 months ended 31 December 2024
The Board of Xtract Resources Plc ("Xtract" or the "Company") announces its
audited financial results for the 12 months ended 31 December 2024. The 2024
Audited Annual Report and Accounts ("Accounts") are in the process of being
posted to shareholders and will be available together with this announcement
on the Company's website www.xtractresources.com
(http://www.xtractresources.com) .
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").The person who arranged the
release of this announcement on behalf of the Company was Joel Silberstein,
Director.
Enquiries:
Xtract Resources Plc Colin Bird, Executive Chairman +44 (0) 203 416 6471
Beaumont Cornish (Nominated Adviser) Roland Cornish / Michael Cornish / Felicity Geidt +44 (0) 207 628 3369
Email: corpfin@b-cornish.co.uk (mailto:corpfin@b-cornish.co.uk)
Novum Securities (Joint Broker) Jon Bellis/Colin Rowbury +44 (0) 207 399 9427
Shard Capital Partners (Joint Broker)
Gareth Burchell / Damon Heath +44 (0) 207 186 9951
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.
Corporate & Operational highlights-2024
· Xtract sold its 23% shareholding in the Manica Gold project in
Mozambique for up to US$15 million comprising US$9 million in quarterly
payments of US$750,000 and a bullet payment of US$3 million, and a further
US$3 million in relation to a decision to build a sulphide plant to be
received by 1 December 2028
· Xtract entered into an agreement to terminate its Mining
Collaboration Agreement with MMP dated 28 May 2019 in relation to the Manica
Gold Project under which the Xtract was paid US$3.325 million in cash to
settle all monies due under the Mining Collaboration Agreement from MMP to
Xtract and its local Mozambican subsidiary, of which US$2 million was paid in
2023
· This strategic move has enabled Xtract to reduce risk exposure as the
project progressed to the complex ore phase and reallocate capital towards
other copper development initiatives
· Bushranger Cu - Au Project: Metallurgical testing on material from
the Racecourse deposit at Bushranger in Australia found that using NovacellTM
gravity separation technology significantly improved copper recovery. The
novel technology produced a pre‑concentrate of 2.8% Cu, up from an original
head grade of 0.19% Cu - a potential major boost to future production
efficiency and cost savings
· Licence Acquisitions & Collaborations: New licence acquisitions
secured, aimed at near‑term copper and battery metal production:
· The Western Foreland joint venture has grown with the addition of
three new adjacent licences in the External Fold & Thrust Belt terrane.
Xtract has the option to earn a 65% interest in the three new licences by
investing US$1.5 million over 2‑years
· Option secured to acquire up to a 70% interest in the historical
Silverking Cu‑Ag mine and exploration project by committing US$1.5 million
over a 3.5‑year period
· An option to develop and earn a 25% share in the Chilibwe
project, situated near the Frontier and Mufulira mines and prospective for
Copperbelt‑style mineralisation. No financial commitments have been made by
Xtract
· Acquisition of a 50% interest in Moroccan based mineral
development company Wildstone SARL for US$500,000, secured post year‑end.
Future investment of US$900,000 could increase Xtract's stake to 80%
· Purchase of dump material from sites across Zambia's Copperbelt
valued at US$1.15 per tonne for US$300,000 secured post year‑end
· Western Foreland Exploration: Initial lithological drilling has
confirmed the presence of prospective stratigraphic units at the Western
Foreland project that have the potential to host high‑grade Kamoa‑Kakula
style mineralisation. These units will be further evaluated via ground
geophysics and a subsequent Phase 1 drilling campaign should the results be
promising
· Reconnaissance work has identified eight copper stream‑sediment
anomalies within the External Fold & Thrust Belt portion of the Western
Foreland project, these will be targeted during Phase 2 exploration
Corporate & Operational highlights - Post year end
· Moroccan New Venture: Post‑year end, desktop reconnaissance and due
diligence began at the Moroccan joint venture, with results anticipated in the
next reporting period
· Silverking Copper Project: Phase 1 drilling began post year‑end at
the high‑grade Silverking Cu‑Ag breccia deposit. Initial results are
promising and suggest the surface footprint of the high‑grade mineralisation
has already more than tripled to 260m. Progress continues which aims to assess
the intensity of mineralisation at surface and at depth, as well as ascertain
the potential for a lower‑grade mineralised envelope
· Best results returned so far include:
· 5.99% Cu and 40.22 g/t Ag over 24.1m from 111.0m in borehole
SKIDD010
· 4.15% Cu and 42.91g/t Ag over 29.70m from 93.0m in borehole
SKIDD003
· 3.18% Cu and 40.32g/t Ag over 54.10m from 56.9m in borehole
SKIDD002
· A ground VTEM survey has identified several additional targets that
require follow‑up drilling, including a sub‑parallel mineralised structure
to the main orebody, confirmed in drillhole SKIDD018 (results awaited)
Financial highlights
· Cash of £2.17m (2023: £0.63m)
· Net assets of £18.37m (2023: £19.89m)
· Other operating income £0.01m (2023: £1.17m)
· Administrative and operating expenses of £1.38m (2023: £1.05m)
Chairman's Statement
The period under review and up to the point of writing has been exceptionally
busy and productive for your company. We continued to focus on our core
objective of gaining new positions in highly prospective copper domains and
consolidating current positions. Copper remains a key strategic commodity for
the company, however during the year we also ventured into a new commodity,
antimony in Morocco.
The board believes antimony is likely to be a significant area of growth in
the years ahead, as countries increasingly look for supply independent of the
dominant player, China.
During the year we also acquired more exploration ground in the northwestern
part of Zambia, in the Western Foreland and the Fold and Thrust Belt.
These geological structures host the Ivanhoe Kamoa Mine, which is the third
largest copper mine in the world, and one of the richest. Alongside other
potential new mines already identified, occurring in the same Foreland domain
that hosts Kamoa.
Our Bushranger project in Australia whilst relatively low‑grade, remains
open ended in all directions, with 1.3million tonnes of contained copper
already established in inventory. We have over time committed to a significant
amount of drilling to identify and understand the nature of this orebody.
Initial financial studies underpinned by information gathered from external
resource estimation and metallurgical test work studies demonstrated that the
project would require a sustainable copper price of US$11,000 per tonne to be
viable and development‑ready.
However, during the early part of the year the Company carried out further
detailed pre‑concentration test work, the results of which were very
encouraging. A subsequent reworking of the financial model suggested that the
project will be viable at a significantly lower copper price per tonne,
somewhere in the region of US$10,000. The value added by this study
demonstrated to the Board that Bushranger will undoubtedly play a role in
global copper production in the future. Ore sorting is likely to drive project
economics primarily as the process facilitates and encourages a smaller
processing plant footprint, less tailing dam capacity and therefore a major
impact on mine‑infrastructure.
The Company is constantly examining routes to monetise Bushranger, given that
its location and the size of the resource, its' overall potential, position it
well for the next generation of copper mines.
What's more, recent gyrations in the copper market, have shown that a
sustainable copper price of US$10,000 may be closer than many people think.
Post balance sheet, the company secured positions in the Moroccan antimony
arena. This first foray, has been very successful thus far. At the time of
writing, Xtract acquired a significant interest in a local Moroccan company
and have secured in excess of 15 licences, including one area which is
production‑ready subject to reactivation of its' former mining licence
status. The presence of previously broken ore and mineralised dumps and
accessible underground development where high‑grade antimony is visible
potentially provide the springboard for the development of Xtract's first
antimony production. Early‑stage production is most likely to be derived
from treatment of dumps. Whilst reclaiming dump material, the Company will
explore and evaluate the former underground and open pit operations with a
view to developing a full‑scale mining and processing operation with an
emphasis on open pit development. The mid‑term goal is to build a flotation
plant in Morocco dedicated to the production of +50% Sb concentrate generated
from our own operations together with the treatment of low‑grade ores
produced by local small‑scale operators.
Also post balance sheet, we commenced work on the Silverking Project,
focussing initially on the known breccia pipe. The objective was to ascertain
its depth, continuity and general shape. Our particular interest was to
determine whether the pipe was of limited extent or part of a larger system.
The outcome of our initial studies aiming to determine whether we were looking
at a small‑scale high‑grade mining operation or something considerably
larger. There is a suggestion from our work to date that the pipe is in fact
elongated and continues to a depth of at least 180m in addition to which we
have identified a number of other structures and potential structures within
the Licence. We reported on the 29th of April 2025 grades as high as 32% Cu
and a borehole with a 54m run of 3.18% copper, commencing at 57m below
surface. Similar grades have subsequently been achieved in other boreholes
which we have also been reported. The presence of high‑ grade silver as a
by‑product with grades consistently more than 100g/t Ag in direct
association with high copper grades provides a meaningful additional value per
tonne of ore especially with a silver price of more than one US Dollar per
gram.
Work has progressed quickly, and we are currently modelling mining scenarios
for both oxide and sulphide mineralisation whilst completing metallurgical
test work to optimise the future flow sheet. To date, the metallurgical test
work has been positive, and the pit designs demonstrates that mining models
can be developed with acceptable stripping ratios. It now remains to complete
the balance of exploration and to thoroughly test the remaining prospective
structures to build the resource and thereby determine the scale of the likely
mining operation and accompanying processing plant.
Exploration work was carried out at Chilibwe and suspended due to legal
complexities relating to the licence, which need resolving before further
significant exploration can be justified.
Investment support for the Small Mining Industry continued to be very weak
during the period, despite the apparent surge in demand for critical minerals
such as copper, lithium, antimony, nickel, to name a few.
It has been generally accepted for several years that future copper supply
will be totally inadequate to meet future demands. Despite this, new projects
are not being developed, and major mining companies are doing little to
address the potential supply‑demand gap that looks likely to build up.
It's in this context that I suggest we are likely to see higher copper prices
for the remainder of this decade and halfway through the next. After that,
demand and supply may once again reach a balance.
The issues facing the copper market are compounded by the time it takes to
permit a mining project and, in some cases, even to permit exploration. The
gestation period for a large copper mine from orebody discovery to commercial
production can range from 10‑20 years and even longer. This fact will
further compound copper shortages and impact on copper prices going forward.
The tariff wars and the prospect of USA tariffs on copper have led to more
uncertainty and thus volatility, with countries positioning themselves in the
major copper‑producing regions. America, being a big user of copper, is not
well positioned in terms of new copper mines and will have to make serious
efforts to position itself in copper producing countries. At the moment
though, there's not much sign of this, and other countries are gaining further
dominance by acquiring producing and near‑producing copper mines.
What's more, the political instability in certain parts of the Democratic
Republic of the Congo is leading to companies seeking investment opportunities
elsewhere southern Africa.
It all adds up to a very dynamic copper exploration environment with serious
competition for projects close to feasibility or which have completed
feasibility with positive results.
The board's forecast for the remainder of this year and next year is that
copper prices will be closer to US$10,000 per tonne on a sustained basis and
that the competition for projects will become even more intense. That has been
my forecast since 2015 and events that I could not possibly have anticipated
have only served to underscore this position.
Your company has built up strong exposure to particular commodities - copper
and antimony - and intends to enhance shareholder value by aggressively
progressing of these projects. We look forward to the remainder of this year
with much confidence that our impressive portfolio will yield the results that
shareholders expect and deserve.
I would like to thank my fellow directors and entire management team for their
untiring efforts in what has been a difficult year, but one in which we have
nevertheless managed to make significant progress.
Colin Bird
Executive Chairman
27 June 2025
Consolidated Income Statement
For the year ended 31 December 2024
Note Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Continuing operations
Revenue from gold sales - -
Other operating income 4 1,173
Operating and administrative expenses
Direct operating (2) (6)
Other operating (237) (198)
Administration (1,141) (844)
(1,380) (1,048)
Project expenses
(30)
(322)
Operating loss (1,406) (197)
Other gains and (losses) 620 -
Finance (cost)/income 9 367 25
(Loss) before tax 5 (419) (172)
Taxation 10 (395) (1)
(Loss) from continuing operations (814) (173)
Discontinued operations
Profit/ (loss) from discontinued operations (48) 808
Profit/(loss) for the year (862) 635
Attributable to:
Owners of the Company (862) 635
Net (loss) per share
Basic and diluted earnings per share loss from continuing operations (0.09) (0.02)
attributable to owners of the Company (pence)
11
Basic and diluted earnings per share loss attributable to owners of the 11 (0.01) 0.09
Company (pence)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Group
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Profit/(Loss) for the year (862) 635
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss - -
Exchange differences on translation of foreign operations (651) (431)
Other comprehensive (loss)/income for the year (1,513) 204
Total comprehensive (loss)/income for the year (1,513) 204
Attributable to:
Equity holders of the parent (1,513) 204
Consolidated and Company Statements of Financial Position
As at 31 December 2024 Group Company
Note As at As at As at As at
31 December 31 December 31 December 31 December
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Non-current assets
Intangible assets 13 7,596 8,191 12 12
Property, plant & equipment 14 40 46 - -
Loans to group companies - - 7,647 8,011
Investment in subsidiary 15 - - 1,291 1,291
Other financial assets 16 6,910 - 6,910 -
14,546 8,237 15,860 9,314
Current assets
Trade and other receivables 17 148 1,163 135 1,213
Other financial assets 16 2,341 - 2,341 -
Loans to group companies - - - -
Cash and cash equivalents 2,170 630 2,157 608
4,659 1,793 4,633 1,821
Non-current assets held for sale and assets of disposal groups - 11,898 - 9,963
Total assets 19,205 21,928 20,493 21,098
Current liabilities
Trade and other payables 19 437 486 197 219
Other loans 19 - 50 - 50
Current tax payable 19 395 - 395 -
832 536 592 269
Liabilities of disposal groups - 1,506 - -
Net current assets/(liabilities) 3,827 1,257 4,041 1,552
Non-current liabilities
Environmental rehabilitation provision 20 - - - -
Loans from group companies 19 - - 11,630 11,591
Total liabilities 832 2,042 12,222 11,860
Net assets 18,373 19,886 8,271 9,238
Equity
Share capital 21 4,975 4,975 4,975 4,975
Share premium account 71,978 71,978 71,978 71,978
Warrant reserve 22 - - - -
Share-based payments reserve 22 2,007 2,106 2,007 2,106
Fair Value reserve 22 - - - -
Foreign currency translation reserve 22 (431) 220 - -
Accumulated losses (60,156) (59,393) (70,689) (69,821)
Equity attributable to equity
holders of the parent 18,373 19,886 8,271 9,238
Total equity 18,373 19,886 8,271 9,238
The financial statements of Xtract Resources Plc, registered number 5267047,
were approved by the Board of Directors and authorised for issue. As permitted
by Section 408 of the Companies Act 2006, the income statement of the parent
company is not presented as part of these financial statements. The parent
company's loss for the financial year is disclosed in Note 3. It was signed on
behalf of the Company by:
Joel Silberstein
Director
27 June 2025
Consolidated Statement of Changes in Equity
Group
Share Capital Share premium account Warrant reserve Share based payments reserve Fair value Foreign currency translation reserve £'000 Accumulated losses Total Equity
£'000 £'000 £'000 £'000 reserve £'000 £'000
£'000
Note
As at 1 January 2023 4,975 71,978 304 2,121 - 651 (60,347) 19,682
As at 31 December 2016 3,355 -
Comprehensive income
Comprehensive income
Loss for the year - - - - - - 635 635
Forex currency translation
differences - - - - - (431) - (431)
Total comprehensive
Total comprehensive
income for the year - - - - - (431) 635 204
Transactions with owners
Issue of shares 21 - - - - - - - -
Issue of shares
Share issue costs - - - - - - - -
Expiry of share options 22 - - - (15) - - 15 -
Expiry of warrants 22 - - (304) - - - 304 -
Exercise of warrants 22 - - - - - - - -
As at 31 December 2023 4,975 71,978 - 2,106 - 220 (59,393) 19,886
As at 31 December 2016 4,955 -
Comprehensive income
Comprehensive income
Loss for the year - - - - - - (862) (862)
Forex currency
translation difference - - - - - (651) - (651)
Total comprehensive
Total comprehensive
income for the year - - - - - (651) (862) (1,513)
Transactions with owners
Issue of shares 21 - - - - - - - -
Issue of shares
Share issue costs - - - - - - - -
Expiry of share options 22 - - - (99) - - 99 -
Expiry of warrants 22 - - - - - - - -
Exercise of warrants - - - - - - - -
As at 31 December 2024 4,975 71,978 - 2,007 - (431) (60,156) 18,373
As at 31 December 2016 4,955 -
Statement of Changes in Equity
Company
Share Capital Share premium account Warrant reserve Share based payments reserve Fair value reserve Foreign currency translation reserve £'000 Accumu-lated losses Total Equity
£'000 £'000 £'000 £'000 £'000 £'000
£'000
Note
As at 1 January 2023 4,975 71,978 304 2,121 - - (70,130) 9,248
Other Comprehensive income
Other Comprehensive income
Loss for the period - - - - - - (10) (10)
Other comprehensive income - - - - - - - -
Total comprehensive
Total comprehensive
income for the year - - - - - - (10) (10)
Issue of shares 21 - - - - - - - -
Issue of shares
Share issue costs - - - - - - - -
Expiry of share options 22 - - - (15) - - 15
Expiry of warrants 22 - - (304) - - - 304 -
Exercise of warrants 22 - - - - - - - -
As at 31 December 2023 4,975 71,978 - 2,106 - - (69,821) 9,238
As at 31 December 2016
Other Comprehensive income
Other Comprehensive income
Loss for the period - - - - - - (967) (967)
Other comprehensive income - - - - - - - -
Total comprehensive
Total comprehensive
income for the year - - - - - - (967) (967)
Issue of shares 21 - - - - - - - -
Issue of shares
Share issue costs - - - - - - - -
Expiry of share options 22 - - - (99) - - 99 -
Expiry of warrants 22 - - - - - - - -
Exercise of warrants - - - - - - - -
As at 31 December 2024 4,975 71,978 - 2,007 - - (70,689) 8,271
As at 31 December 2017
Consolidated and Company Cash Flow Statement
Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Note £'000 £'000 £'000 £'000
Net cash generated from/(used in) operating activities 24 (413) 1,209 (737) 255
Investing activities
Receipts from Manica sale 2,344 - 2,344 -
Purchase of financial assets (411) - (411) -
Acquisition of subsidiary undertaking - - - -
Acquisition of intangible fixed assets 13 - (57) - -
Acquisition of tangible fixed assets 14 - (44) - -
Loans advanced to group companies - - 363 244
Net cash used in investing activities 1,933 (101) 2,296 244
Financing activities
Proceeds on issue of shares - - - -
Repayment of loans from group companies - - 40 58
Proceeds from borrowings (50) - (50) -
Net cash from financing activities (50) - (10) 58
Net increase/(decrease) in cash and cash equivalents 1,470 1,108 1,549 557
Cash and cash equivalents at beginning of year 630 192 608 51
Cash disclosed as part of disposal group 70 (770) - -
Effect of foreign exchange rate changes - 100 - -
Cash and cash equivalents at end of year 2,170 630 2,157 608
Significant Non Cash movements
Notes to the Financial Statements
The financial information set out in this announcement does not constitute the
Company's statutory is derived from the financial statements for the year
ended 31 December 2024 and period ended 31 December 2023.
Financial statements for the year ended 31 December 2024 and period ended 31
December 2023 will be delivered in due course. The auditors have reported on
those accounts; their report was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report and (iii) did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006 in respect of the
accounts for 2024.
Whilst the financial statements from which this preliminary announcement has
been derived are prepared in accordance with International Financial Reporting
Standards ("IFRS") and applicable law, this announcement does not itself
contain sufficient information to comply with IFRS. The Annual Report,
containing full financial statements that comply with IFRS, are in the process
of being sent out to shareholders.
Selected notes from the financial statements are set out below without
amendment to the note reference. The full notes are contained in the Audited
Annual Report and Accounts
1. General information
Xtract Resources Plc is a Public Company limited by shares incorporated in
England and Wales under the Companies Act 2006. The address of the registered
office is 7/8 Kendrick Mews, South Kensington, London, SW7 3HG. The nature of
the Group's operations and its principal activities are set out in the
Strategic Report on pages 7 to 25.
The financial statements are presented in pounds sterling (£) which is the
functional currency of the Company Foreign operations are included in
accordance with the policies set out in note 3. These annual financial
statements were approved by the board of directors on 27 June 2025.
2. Adoption of new and revised Standards
Basis of accounting
The consolidated annual financial statements have been prepared in accordance
with UK-adopted international accounting standards and in conformity with the
Companies Act 2006. The consolidated annual financial statements have been
prepared on the historical cost basis, as modified by financial assets
measured at fair value through other comprehensive income. The principal
accounting policies are set out below.
On 31 December 2020 IFRS as adopted by the European Union were brought into UK
law and became UK-adopted international accounting standards with future
changes being subject to endorsement by the UK Endorsement Board.
The financial statements of the Company have been prepared in accordance with
Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101')
and the requirements of the Companies Act 2006. The Company will continue to
prepare its financial statements in accordance with FRS 101 on an ongoing
basis until such time as it notifies shareholders of any change to its chosen
accounting framework.
In accordance with FRS 101, the Company has taken advantage of the following
exemptions:
Requirements of IAS 24, 'Related Party Disclosures' to disclose related party
transactions entered into between two or more members of a group
the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36
Impairments of Assets
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B,
40C, 40D and 111 of IAS 1 Presentation of Financial Statements
the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial
Statements
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors. New and amended standards adopted by the
Group
The most significant new standards and interpretations adopted, none of which
are considered material to the Group, are as follows:
Amended standards applicable for annual periods beginning in 2024
Title Key effects Mandatory application date
1. Amendments to IAS 1 - Classification of Liabilities as Current or Clarifies that the classification of liabilities as current or non-current Annual periods beginning on or after 1 January 2024.
Non-current(1) should be based on rights that exist at the end of the reporting period.
2. Amendments to IAS 1 - Non-current Liabilities with Covenants Clarifies that only those covenants with which an entity must comply on or Annual periods beginning on or after 1 January 2024.
before the end of the reporting period affect the classification of a
liability as current or non-current.
3. Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback Specifies requirements relating to accounting for the lease liability in a Annual periods beginning on or after 1 January 2024.
sale and leaseback transaction.
4. Amendments to IAS 7 and IFRS 7 - Requires an entity to provide additional disclosures about its supplier Annual periods beginning on or after 1 January 2024.
finance arrangements.
Supplier Finance Arrangements
(1) This amendment was originally issued with an effective date of 1 January
2022. This was subsequently amended to 1 January 2023. The original amendment
was then updated and its mandatory date deferred until 1 January 2024 by the
Amendments to IAS 1 - Non-current Liabilities with Covenants.
New standards and interpretations not yet adopted
Unless material the Group does not adopt new accounting, standards and
interpretations which have been published and that are not mandatory for 31
December 2024 reporting periods.
No new standards or interpretations issued by the International Accounting
Standards Board ('IASB') or the IFRS Interpretations Committee ('IFRIC') have
led to any material changes in the Company's accounting policies or
disclosures during each reporting period.
The most significant new standards and interpretations to be adopted in the
future are as follows:
New and amended standards applicable for annual periods beginning on 1 January
2025 and beyond
Title Key effects Mandatory application date
5. Amendments to IAS 21 - Requires a consistent approach to assessing whether a currency is exchangeable Annual periods beginning on or after 1 January 2025.
and, when it is not, to determining the exchange rate to use and the
Lack of Exchangeability disclosures to provide.
6. Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Clarifies how contractual cash flows on financial assets with environmental, Annual periods beginning on or after 1 January 2026.
Measurement of Financial Instruments social and governance (ESG) and similar features should be assessed when
determining if they are consistent with a basic lending arrangement and,
hence, whether they are measured at amortised cost or fair value. Clarifies
the date on which a financial asset or financial liability can be derecognised
when settlement
is via an electronic cash transfer. Requires additional disclosures for
certain equity investments and financial investments with contingent features.
7. Annual Improvements to IFRS Accounting Standards - Volume 114 Minor amendments to IFRS 1 First-time Adoption of International Financial Annual periods beginning on or after 1 January 2026.
Reporting Standards, IFRS 7 Financial Instruments: Disclosures, IFRS 9
Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7
Statement of Cash Flows.
8. IFRS 18 Presentation and Disclosure in Financial Statements4 Introduces new requirements for classification of income and expenses in Annual periods beginning on or after 1 January 2027.
specified categories and presentation of defined subtotals in the statement of
profit or loss, enhanced guidance and requirements for more useful aggregation
and disaggregation of information in the primary financial statements and in
the notes; and additional disclosures about management-defined performance
measures related to the statement of profit or loss. Supersedes IAS 1
Presentation of Financial Statements.
9. IFRS 19 Subsidiaries without Public Accountability: Disclosures4 Permits eligible subsidiaries to use IFRS Accounting Standards with reduced Effective date (use of standard is optional): annual periods beginning on or
disclosure requirements in their consolidated, separate or individual after 1 January 2027.
financial statements.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
The directors are evaluating the impact that these standards will have on the
financial statements of the Group.
3. Significant accounting policies
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and entities controlled by the Company (its subsidiaries). These
consolidated financial statements are made up for the year ended 31 December
2024.
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The results of subsidiaries acquired or disposed of during the period 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, balances, income and expenses are eliminated on
consolidation.
Business combinations
The group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquire and the equity interests issued by the group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The group recognises any non-controlling interest in the acquire on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
acquiree's identifiable net assets.
Where applicable, the consideration for the acquisition includes any asset or
liability resulting from a contingent consideration arrangement, measured at
its acquisition-date fair value. Subsequent changes in such fair values are
adjusted against the cost of acquisition where they qualify as measurement
period adjustments (see below). All other subsequent changes in the fair value
of contingent consideration classified as an asset or liability are accounted
for in accordance with relevant IFRSs. Contingent consideration is classified
either as equity or as a financial liability. Amounts classified as a
financial liability are subsequently remeasured to fair value, with changes in
fair value recognised in profit or loss.
Where a business combination is achieved in stages, the Group's previously
held interests in the acquired entity are re-measured to fair value at the
acquisition date (i.e. the date the Group attains control) and the resulting
gain or loss, if any, is recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acquisition date that have previously
been recognised in other comprehensive income are reclassified to profit or
loss, where such treatment would be appropriate if that interest were disposed
of.
The acquiree's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 as amended, are
recognised at their fair value at the acquisition date.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (see
below), or additional assets or liabilities are recognised, to reflect new
information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the amounts recognised as
of that date.
The measurement period is the period from the date of acquisition to the date
the Group obtains complete information about facts and circumstances that
existed as of the acquisition date and is subject to a maximum of one year.
Going concern
The operations of the Group have been financed through operating cash flows as
well as through funds which have previously been raised from shareholders. As
at 31 December 2024, the Group held cash balances of £2.17 million, and an
operating profit has been reported.
On 24 January 2024, the Company announced that it had agreed terms for the
disposal of the Manica Gold Project with its Mozambique partner, MMP. The
Share Purchase Agreement in relation to the sale by the Company of its entire
interests in the project for a consideration of up to US$15 million in cash in
regular staged payments by the Buyers over the period to 1 March 2027. On 24
February 2025, the Company announced that they had agreed with MMP, and
parties related to MMP, to reschedule the US$3m balloon payment due on or
before 1 March 2027 as well as the additional deferred payments connected with
the decision to build a sulphide orebody plant both as set out in the share
purchase agreement. The rescheduling of the balloon and deferred payments does
not affect the total amount due to be paid by the Buyers, which remains
unchanged. To date, the Company has received all of the consideration due to
be paid by the Buyers amounting to US$4.50m in aggregate.
The Directors anticipate net operating cash inflows for the Group for the next
twelve months from the date of signing these financial statements.
The Directors have assessed the working capital requirements for the
forthcoming twelve months and have undertaken assessments which have
considered different scenarios based on exploration spend on its exploration
projects in Zambia, Australia and Morocco until June 2026.
Upon reviewing those cash flow projections for the forthcoming twelve months,
the directors consider that the Company is not likely to require additional
financial resources in the twelve-month period from the date of approval of
these financial statements to enable the Company to fund its current
operations and to meet its commitments. The Group will continue to monitor
corporate overhead costs on an ongoing basis.
The Directors therefore continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
Parent-only income statement
Xtract Resources Plc has not presented its own income statement as permitted
by section 408 of the Companies Act 2006. The loss for the year ended 31
December 2024 was £967k (2023: loss £11k).
Foreign currencies
The individual financial statements of each Group Company are maintained in
the currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each Group Company are
expressed in Pound Sterling, which is the functional currency of the Company,
and the presentational currency for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary items carried at fair
value that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Non-monetary items
that are measured in terms of historical cost in a foreign currency are not
retranslated.
Foreign currency differences arising on retranslation into an entity's
functional currency are recognised in profit and loss.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date. Income and expense items are
translated at the average exchange rates for the period, unless exchange rates
fluctuate significantly during that period, in which case the exchange rates
at the date of transactions are used. Exchange differences arising, if any,
are recognised in other comprehensive income and accumulated in equity.
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation, loss of joint control over a
jointly controlled entity that includes a foreign operation, or loss of
significant influence over an associate that includes a foreign operation),
all of the accumulated exchange differences in respect of that operation
attributable to the Group are reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. The Group has elected to treat goodwill and
fair value adjustments arising on acquisitions before the date of transition
to IFRSs as Sterling denominated assets and liabilities.
Taxation
The tax expense comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company's subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred tax
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 balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences 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.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
year when the liability is settled, or the asset is realised. Deferred tax is
charged or credited in the income statement, 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 Group intends to settle its current tax assets and
liabilities on a net basis.
Intangible assets
Land acquisition rights and mine development costs
The costs of land acquisition rights in respect of mining projects and mine
development are capitalised as intangible assets. These costs are amortised
over the expected life of mine to their residual values using the
units-of-production method using estimated proven and probable mineral
reserves.
Intangible exploration and evaluation expenditure assets
The costs of exploration properties and leases, which include the cost of
acquiring prospective properties and exploration rights, are capitalised as
intangible assets. Exploration and evaluation expenditure is capitalised
within exploration and evaluation properties until such time that the
activities have reached a stage which permits a reasonable assessment of the
existence of commercially exploitable reserves. Once the Company has
determined the existence of commercially exploitable reserves and the Company
decides to proceed with the project, the full carrying value is transferred
from exploration and development costs to mining development. Capitalised
exploration and evaluation expenditure is assessed for impairment in
accordance with the indicators of impairment as set out in IFRS 6 Exploration
for and Evaluation of Mineral Reserves. In circumstances where a property is
abandoned, the cumulative capitalised costs relating to the property are
written off in the year. Capitalised exploration costs are not amortised.
Property, plant and equipment
Tangible fixed assets represent mining plant and equipment, office and
computer equipment and are recorded at cost, net of accumulated depreciation.
Depreciation is provided on all tangible fixed assets at rates calculated to
write off the cost or valuation of each asset on a straight-line basis over
its expected useful life, which is calculated on either a fixed period or the
expected life of mine using the unit of production method, as appropriate.
The average life in years is estimated as follows:
Office and computer equipment 3-10
Plant and machinery 7-15
Until they are brought into use, fixed assets and equipment to be installed
are included within assets under construction and are not depreciated.
The cost of maintenance, repairs and replacement of minor items of tangible
fixed assets are charged to the income statement as incurred. Renewals and
asset improvements are capitalised. Upon sale or retirement of tangible fixed
assets, the cost and related accumulated depreciation are eliminated from the
financial statements. Any resulting gains or losses are included in the income
statement.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its
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 asset 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. An
intangible asset with an indefinite useful life is tested for impairment
annually and whenever there is an indication that the asset may be impaired
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a 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 is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a 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 in prior years. A reversal of an impairment loss
is recognised as income immediately, unless the relevant asset is carried at a
revalue amount, in which case the reversal of the impairment loss is treated
as a revaluation increase.
Financial instruments
Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income. The
classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
Trade receivables
Trade receivables are amounts due from customers for goods sold or services
performed in the ordinary course of business. They are generally due for
settlement within 30 days and are therefore all classified as current. Trade
receivables are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing components, in which
case they are recognised at fair value. The group holds the trade receivables
with the objective of collecting the contractual cash flows, and so it
measures them subsequently at amortised cost using the effective interest
method.
Fair values of trade receivables
Due to the short-term nature of the current receivables, their carrying amount
is considered to be the same as their fair value.
Other financial assets at amortised cost
Classification of financial assets at amortised cost
The group and parent company classify its financial assets as at amortised
cost only if both of the following criteria are met:
the asset is held within a business model whose objective is to collect the
contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of
principle and interest.
Other receivables
These amounts generally arise from transactions outside the usual operating
activities of the group. Interest could be charged at commercial rates where
the terms of repayment exceed six months. Collateral is not normally obtained.
The non-current other receivables are due and repayable within three years
from the end of the reporting period.
Cash and cash equivalents comprise cash on hand and demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
These are initially and subsequently recorded at fair value.
Financial assets at fair value through other comprehensive income
Classification of financial assets at fair value through other comprehensive
income
Financial assets at fair value through other comprehensive income (FVOCI)
comprise an investment held. These are carried in the statement of financial
position at fair value. Subsequent to initial recognition, changes in fair
value are recognised in the statement of other comprehensive income.
Financial liabilities
Trade and other payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Loans to/(from) Group companies
These include loans to and from subsidiaries are recognised initially at fair
value plus direct transaction costs.Loans to Group companies are classified as
financial assets at amortised cost. Loans from Group companies are classified
as financial liabilities measured at amortised cost.
Inter-company loans are interest bearing.
Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position comprise cash
at banks and on hand and short-term highly liquid deposits with a maturity of
three months or less.
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the
Statement of Financial Position when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously. The
legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the company or the counterparty.
Inventory
All inventories are valued at the lower cost of operations and net realisable
value. Net Realisable value is the estimated future sales price of the product
the Company is expected to realise after the product is processed and sold
less costs to bring the product to sale. Where inventories have been written
down to net realisable value, a new assessment is made in the following
period. In instances where there has been change in circumstances which
demonstrates an increase in the net realisable value, the amount written down
will be reversed.
Share-based payments
Goods or services received or acquired in a share-based payment transaction
are recognised when the goods or as the services are received. A corresponding
increase in equity is recognised if the goods or services were received in an
equity- settled share-based payment transaction or a liability if the goods or
services were acquired in a cash-settled share- based payment transaction.
When the goods or services received or acquired in a share-based payment
transaction do not qualify for recognition as assets, they are recognised as
expenses.
For equity-settled share-based payment transactions the goods or services
received and the corresponding increase in equity are measured, directly, at
the fair value of the goods or services received provided that the fair value
can be estimated reliably.
If the fair value of the goods or services received cannot be estimated
reliably, or if the services received are employee services, their value and
the corresponding increase in equity, are measured, indirectly, by reference
to the fair value of the equity instruments granted.
Vesting conditions, which are not market, related (i.e. service conditions and
non-market related performance conditions) are not taken into consideration
when determining the fair value of the equity instruments granted. Instead,
vesting conditions which are not market related shall be taken into account by
adjusting the number of equity instruments included in the measurement of the
transaction amount so that, ultimately, the amount recognised for goods or
services received as consideration for the equity instruments granted shall be
based on the number of equity instruments that eventually vest. Market
conditions, such as a target share price, are taken into account when
estimating the fair value of the equity instruments granted. The number of
equity instruments are not adjusted to reflect equity instruments which are
not expected to vest or do not vest because the market condition is not
achieved.
If the share-based payments granted do not vest until the counterparty
completes a specified period of service, Group accounts for those services as
they are rendered by the counterparty during the vesting period, (or on a
straight-line basis over the vesting period).
If the share-based payments vest immediately the services received are
recognised in full.
Employee benefits
Short-term employee benefits
The cost of short-term employee benefits, (those payable within 12 months
after the service is rendered, such as paid vacation leave and sick leave,
bonuses, and non-monetary benefits such as medical care), are recognised in
the period in which the service is rendered and are not discounted.
The expected cost of compensated absences is recognised as an expense as the
employees render services that increase their entitlement or, in the case of
non- accumulating absences, when the absence occurs.
The expected cost of profit sharing and bonus payments is recognised as an
expense when there is a legal or constructive obligation to make such payments
as a result of past performance.
Share-capital and equity
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Incremental costs
directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
Share Capital
Share capital represents the amount subscribed for shares at nominal value.
Share Premium
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative amount which has
been expensed in the statement of comprehensive income in connection with
share-based payments, less any amounts transferred to retained earnings on the
exercise of share options.
Warrant Reserve
The warrant reserve presents the proceeds from the issuance of warrants, net
of issue costs. The warrant reserve is non-distributable and will be
transferred to the share premium account upon exercise of the warrants.
Finance Income
Finance income comprises interest income. Interest income is recognised as it
accrues in profit or loss, using the effective interest method.
Revenue recognition
Revenue is recognised to the extent it is probable that the economic benefits
will flow to the Group and the revenue can be reliably measured. Revenue is
measured at the fair value of the consideration received or receivable,
excluding discounts, rebates and sales tax or duty. A receivable is recognised
when the goods are delivered, since this is the point in time that the
consideration is unconditional because only the passage of time is required
before the payment is due.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the Executive Chairman who is responsible for allocating
resources and assessing performance of the operating segments.
Discontinued operation
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which:
• represents a separate major line of business or
geographic area of operations
• is part of a single co-ordinated plan to dispose of
a separate major line of business or geographic area of operations; or
• is a subsidiary acquired exclusively with a view to
resale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held for sale.
When an operation is classified as a discontinued operation, the comparative
statement of profit or loss and OCI is represented as if the operation had
been discontinued from the start of the comparative year.
6. Expenses by nature
Profit / (loss) from continuing operations and discontinued operations for the
year has been arrived at after charging the following under administrative and
operating expenses:
Year ended 31 December 2024 Year ended 31 December 2023
Note £'000 £'000
Depreciation of property, plant and equipment 14 - 11
Amortisation of intangible fixed assets 13 - -
Inventory 19
Auditors remuneration 7 25 25
Directors remuneration 8 276 251
Share-based payments expense (non-directors) - -
11. (Loss) per share
The calculation of the basic and diluted earnings per share is based on the
following data:
Year ended Year ended
31 December 31 December
2024 2023
Pence Pence
Loss per share (0.10) 0.07
- From continuing operations (0.09) (0.02)
- From discontinued operations (0.01) 0.09
Total (0.10) 0.07
Profit/(Loss) for the purposes of basic and diluted earnings per share
(EPS) being: £'000 £'000
Net Profit/(loss) for the year attributable to equity holders of the parent
- From continuing operations (814) (173)
- From discontinued operations (48) 808
Total (862) 635
2024 2023
Number of shares Number of shares
Weighted average number of ordinary shares for purposes of basic EPS 856,375,115 856,375,115
Effect of dilutive potential ordinary shares-options and warrants - -
Weighted average number of ordinary shares for purposes of diluted EPS 856,375,115 856,375,115
In accordance with IAS 33, the share options and warrants do not have a
dilutive impact on earnings per share, which are set out in the consolidated
income statement.
16. Other Financial Assets
Fair value through other comprehensive income
Group
Company
As at 31 As at 31 As at 31 December As at 31 December
December December
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Non-Current Assets
Cemos - - - -
Silverking Project 57 - 57 -
Chilibwe 138 - 138 -
Western Foreland - Zambia 215 - 215 -
Manica disposal - receivable 6,500 - 6,500 -
6,910 - 6,910 -
Current Assets
Manica disposal - receivable 2,341 - 2,341 -
2,341 - 2,341 -
Non-Current Assets
Group Opening Amount Additions Transfers Closing Amount
31 December 2024 £'000 £'000 £'000 £'000
Cemos - - - -
Silverking Project - 57 - 57
Chilibwe - 138 - 138
Western Foreland - Zambia - 215 - 215
Manica disposal - receivable - 6,500 - 6,500
Total - 6,910 - 6,910
Company Carrying amount Additions Transfers Closing Amount
31 December 2024 £'000 £'000 £'000 £'000
Cemos - - - -
Silverking Project - 57 - 272
Chilibwe - 138 - 138
Western Foreland - Zambia - 215 - 215
Manica disposal - receivable - 6,500 - 6,500
Total - 6,910 - 6,910
Group Carrying amount Additions Transfers Closing Amount
31 December 2023 £'000 £'000 £'000 £'000
Cemos - - - -
Total - - - -
Company Carrying amount Additions Transfers Closing Amount
31 December 2023 £'000 £'000 £'000 £'000
Cemos - - - -
Total - - - -
Current Assets
Group Carrying amount Additions Transfers Closing Amount
31 December 2024 £'000 £'000 £'000 £'000
Manica disposal - receivable - 2,341 - 2,341
Total - 2,341 - 2,341
Company Carrying amount Additions Transfers Closing Amount
31 December 2024 £'000 £'000 £'000 £'000
Manica disposal - receivable - 2,341 - 2,341
Total - 2,341 - 2,341
Group Carrying amount 2 months or less 2 to 12 months More than 12 months
31 December 2023 £'000 £'000 £'000 £'000
Manica disposal - receivable - - - -
Total - - - -
Company Carrying amount 2 months or less 2 to 12 months More than 12 months
31 December 2023 £'000 £'000 £'000 £'000
Manica disposal - receivable - - - -
Total - - - -
Cemos Group Plc
The Company holds 2,371,365 shares in the above non-listed entity which
management have valued at £Nil (2023: £Nil). An additional 1.5 million
shares would be issued to the Company if, the entity listed on any Stock
Exchange or other market shares in a non-listed entity. Management assessed
financial and other information available to them decided to impair their
investment in December 2015. There is no active share market on which the
shares can be traded management feel that it is unlikely that the entity will
achieve a listing which would enable the Company to realise value from their
investment.
Silverking Project
In April 2024, the Company entered into a joint venture agreement with
Cooperlemon in relation to the Silverking Project and Licence. Under the joint
venture agreement the Company agreed the following key terms:
The Company has an option period of 18 months to earn an initial 51% in the
Licence provided it spends US$0.5 million in exploration over the period. The
joint venture will then be formally established between the Company and
Cooperlemon. The Company may withdraw at any time during the option period but
will lose its right to earn 51% in the Licence. On completion of the earn in
period, or as such other time as the Company has spent US$500,000, and the
Company may then advise Cooperlemon of its intention to increase its interest
in the Licence to 70% by agreeing to spend a further US$1,000,000 over two
years on exploration and development of the Licence, subject to Cooperlemon's
right to maintain its interest in the Licence through an option to earn back
up to 70% by participating in such ongoing expenditure.
Chilibwe Project
In October 2024 the Company entered into an exclusive collaboration agreement
with Chilibwe Mining Limited ("Chilibwe") in relation to large scale
exploration licence 22118-HQ-LEL in Zambia (the" Licence"). The Company will
earn a 25% shareholding in Chilibwe Mining and /or 25% interest in the Project
by preparing a work programme and budget for the exploration and development
of the Licence and assisting in obtaining funding for the Project.
Western Forland - Zambia
In August 2023, the Company entered into a joint venture with Cooperlemon
Consultancy to explore two large-scale
exploration licences; 29123-HQ-LEL and 30459-HQ-LEL. In May 2024, three
additional licences, 21850-HQ-LEL, 21851-HQ-LEL & 30458-HQ-LEL, were added
to the agreement, bringing the total to five licences. As part of the
agreement, the Company committed an initial investment of US$3.5 million to
fund the first phase of exploration across all 5 licences. This investment
aims to earn the Company a 65% interest in the project.
The project comprises five large scale exploration licences totalling 173,586
Ha across the prospective Western Foreland and Fold & Thrust Belt
geological districts of Northwestern Zambia, collectively known as the Western
Foreland. The Western Foreland region is an emerging copper district,
underexplored to date and subject to fresh geological remodelling propelled by
investment from leading global exploration companies.
Disposal of the Manica Gold Project
In January 2024, the Company announced that it had agreed with its Mozambique
partner, MMP, and parties related to
MMP terms for the disposal of the Manica Gold Project. The terms agreed were
as follows:
The Share Purchase Agreement
The Company agreed to sell its 23% net profit share interest in the Manica
Gold Project (by way of a sale of the entire issued share capital of Mistral)
to the Buyers for a consideration of up to US$15 million in cash in regular
staged payments by the Buyers over the period to 1 March 2027.
On 24 February 2024, the Company announced that it had completed the disposal
of the Manica Gold Project.
In February 2025 the Company announced that they had agreed with MMP, and
parties related to MMP, to reschedule the US$3m balloon payment due on or
before 1 March 2027 as well as the additional deferred payments connected with
the decision to build a sulphide orebody plant both as set out in the share
purchase agreement. The rescheduling of the balloon and deferred payments to
2027 and 2028, does not affect the total amount due to be paid by the Buyers,
which remains unchanged.
During the year, the Group recognised a total of £620K (2023: £nil) of fair
value adjustments and profit/(loss) on disposal relating to the Manica Gold
Project.
Fair value hierarchy of financial assets at fair value through other
comprehensive income.
For financial assets recognised at fair value, disclosure is required of a
fair value hierarchy, which reflects the significance of the inputs used to
make the measurements.
Level 1 represents those assets, which are measured
using unadjusted quoted prices for identical assets.
Level 2 applies inputs other than quoted prices that are
observable for the assets either directly (as prices) or indirectly (derived
from prices).
Level 3 applies inputs, which are not based on
observable market data.
19. Trade and other payables
Current Group Company
As at As at As at As at
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Trade creditors and accruals 437 486 197 219
Other loans - 50 - 50
Current tax payable 395 - 395 -
832 536 592 269
Non-Current Group Company
As at As at As at As at
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Loans from group companies - - 11,630 11,591
- - 11,630 11,591
28. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
29. Events after the balance sheet date
Trading Update
On 5 February 2025, the Company announced that it had agreed to purchase dump
material and to conduct trial work testing and evaluation of the material from
sites in Zambia. The Company had agreed to pay the seller US$300,000 in cash
to for the material valued at US$1.15 per tonne, to be sourced from the
seller's sites in Zambia and to be removed from the site by the Company. The
seller remains liable for and shall pay any statutory royalties or any other
duties or charges due to the relevant authorities on the sale of any material
to the Company. The Company also plans to undertake trial, test work and
sampling and evaluation at the site of the material.
Addendum to Manica agreement
On 24 February 2025, the Company announced that it had agreed with MMP, and
parties related to MMP, the buyers of the Manica project ("Buyers"), to
reschedule the US$3m balloon payment due on or before 1 March 2027 as well as
the additional deferred payments connected with the decision to build a
sulphide orebody plant both as set out in the share purchase agreement
announced on 24 January 2024.The rescheduling of the balloon and deferred
payments does not affect the total amount due to be paid by the Buyers, which
remains unchanged.
Addendum To Share Purchase Agreement ("Agreement")
1. Price
The total purchase price for the sale of the Shares and the Current
Subsidiaries Shares, and the assignment of the Xtract Loans payable by the
Buyers to the Seller in cash in the proportions remains unchanged at
US$12,000,000 ("Price"), to be paid as follows:
• US$9,000,000 to be paid in quarterly instalments of
US$750,000 per quarter commencing on 1 March 2024 with the last payment on 1
December 2026; and
• A balloon payment of US$3,000,000. Originally this
had been agreed to be a single balloon payment due on or before 1 March 2027.
The Company and the Buyers have now agreed to vary the balloon payment to
three instalments of US$1,000,000 to be paid on or before;
- 1 March 2027
- 1 June 2027; and
- 1 September 2027.
2. Deferred consideration
The Company and the Buyers further agreed that the additional deferred
consideration of US$3,000,000 for the Shares in addition to the Price, which
becomes due on the decision by the Buyers to build a sulphide plant, will now
be payable on the following amended basis in six payments:
• US$250,000 within the earlier of i) 14 days of the
decision to build Sulphide Plant and ii) 1 December 2026
• US$250,000 within the earlier of i) 14 days of
commencement of dry commissioning of the Sulphide Plant and
ii) 1 December 2027
• US$500,000 within the earlier of i) 14 days of the
Sulphide Plant processing 30,000 tonnes in any 30-day period ("Commercial
Production"); and ii) 1 March 2028
• US$750,000 within the earlier of i) 3 months of the
Sulphide Plant achieving Commercial Production; and
ii) 1 June 2028
• US$750,000 within the earlier of i) 6 months of the
Sulphide Plant achieving Commercial Production; and
ii) 1 September 2028; and
• US$500,000 within the earlier of i) 9 months of the
Sulphide Plant achieving Commercial Production; and
ii) 1 December 2028.
All other terms of the Agreement remain unchanged.
Moroccan Joint Venture & Collaboration Agreement Joint Venture and
Collaboration agreement
On 24 February 2025, Xtract entered into an exclusive collaboration agreement
with Wildstone in relation to the acquisition of Wildstone in Morocco
("Agreement"), pursuant to which Wildstone (the "Vendor") agreed to issue up
to 80% of its issued equity on a fully diluted basis to Xtract in a phased
basis.
Payment Terms to earn 50%
The Agreement comprises phased payments to acquire an initial interest of 50%.
As the Company had completed its site visit and due diligence in respect of
the project, the Company elected to accelerate all such phased payments and
therefore acquired an interest of 50% of the fully diluted equity of Wildstone
for a cash consideration of US$500,000, following which the Agreement became
binding.
Exploration expenditure to earn 80%
The Company may increase its interest in Wildstone by the following further
phased payments of up to US$900,000 in aggregate (which, at the Company's sole
election, it may accelerate).
In the first 12 months following signing of the Agreement, The Company
committed to spend US$150,000 on basic exploration to earn a further 10% fully
diluted interest in the Vendor.
The Company, will in the second year earn a further 10% fully diluted interest
in the Vendor by spending a further US$250,000 on exploration, which is
anticipated to be a continuation of progress made in Year 1, but with more
drilling and consequent assay work, and in the third year earn a further 10%
fully diluted interest in the Vendor by spending US$500,000 on drilling and
resource evaluation and definition, with the anticipation of producing one or
more JORC resources.
The Company will, whilst it is a 25% shareholder, continue to contribute to
funding its local share of overheads and any costs incurred in transferring
any license to other entities within Wildstone. Should the Company earn-in to
80% of the Vendor through exploration expenditures but not deliver the Larger
Scale Mine Development, cash flows from the Small- Scale Development will be
shared 75% to the Company and 25% to the existing shareholders of Wildstone.
Small and Larger Scale Mine Development
The capital funding for the Small-Scale Development of US$200,000 will be
provided by the Company who will be allowed to recover the initial capital by
being paid 75% of free cashflow. The Company shall be responsible for all
Small-Scale Development mining funding until such time as the operation is
demonstrating a surplus income over expenditures (including sustaining and
maintenance capital). On full capital repayment, the Company will be entitled
to 60% of all profits.
The Small-Scale Development will continue during the exploration phase and
will be replaced or may run concurrently if the potential for a larger more
sophisticated processing plant is identified (Larger Scale Development). For
the purposes of defining potential for a Larger Scale Development, the
criteria to be used is not less than 5 years mine life at a minimum annual
throughput of 150,000 tonnes, with a DCF model demonstrating a payback of not
more than 18 months and a return on investment not less than 20%.The Company
will be expected to fund 100% of the Larger Scale Development, anticipated to
be US$1million on the plant design, construction, implementation and
commissioning.
On commencement of production, the Company will receive 60% of the cashflow
for capital recovery, the remainder being shared 70% to Xtract and 30% to the
existing shareholders in Wildstone. This arrangement will continue for 18
months, or until the capital is fully repaid, whichever is the shorter. After
the completion of the 18-month period, the profits will be shared 80% to the
Company and 20% to the existing shareholders.
Award of Share Options
On 8 May 2025, the Company announced that it had awarded 13,700,000 new
options (representing 1.6 per cent. of the current issued share capital) to
Directors and a further 11,860,000 new options (representing 1.38 per cent. of
the current issued share capital) to employees, consultants and officers of
the Company.
The new options vest and are exercisable immediately on award, with an
exercise price of 1.35p per new Ordinary Share. The new options will lapse
five years after the date of the award, being 7 May 2030. The exercise price
represents a 35 per cent. premium to the mid-market closing price of 1.00p of
the Ordinary Shares as at 8 May 2025, and a 42 per cent premium to the 30-day
volume weighted average share price for the 30 trading days ended 8 May 2025.
Qualified Person
In accordance with AIM Note for Mining and Oil & Gas Companies, June 2009
("Guidance Note"), Colin Bird, CC.ENG, FIMMM, South African and UK Certified
Mine Manager and Director of Xtract Resources plc, with more than 40 years
experience mainly in hard rock mining, is the qualified person as defined in
the Guidance Note of the London Stock Exchange, who has reviewed the technical
information contained in this document.
ENDS
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. END FR SEIFLWEISESMRecent news on Xtract Resources
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