Medcaw
Investments Plc
(“Medcaw”
or the “Company”)
Audited
Financial Results for the Year Ended 31
December 2023
Medcaw is
please to announce the publication of the audited results for the
year ended 31 December 2023. A copy
of the Company’s annual report will be made available on the
Company’s website.
Chairman’s
Statement
It is my
pleasure to submit the Chairman’s Statement for the Company
covering the twelve-month period to 31
December 2023.
During the
period, the company commenced its search for a suitable acquisition
target with the potential to return real value to
shareholders.
The
directors reviewed several opportunities before agreeing to acquire
100% of Abyssinian Metals Limited ("AML"), a company developing the
Kenticha Lithium Project located in Oromia State, Southern Ethiopia (“the
Transaction”).
AML is a
public limited company incorporated in Australia. It is a clean energy metals company
with a focus on the development of the Kenticha Lithium Project in
which it has a 51% legal and beneficial
interest.
Kenticha
is a highly evolved, rare element, Lithium Caesium Tantalum (LCT)
pegmatite project comparable to other major rare-element pegmatites
such as Greenbushes, Tanco, Wodgina, Volta Grande and Altai
No.3.
Kenticha
is a development asset which AML intends to develop with the
production of spodumene concentrate planned in stages, with
near-term production through a Dense Media Separation (DMS) modular
plant.
Under
AML’s stewardship the geological inventory at Kenticha has grown
from circa 47mt of lithium oxide (Li2O) at a grade of around 0.8%;
to 85.6mt at 0.98% Li2O plus a further 50Mt Exploration Target (at
similar grade). By world standards, Kenticha is considered to be in
the top 3-4 largest undeveloped hard rock lithium projects in the
world, with an estimated economic life of in excess of 40 years
(based on prevailing lithium-spodumene prices).
The
Transaction has taken longer than was initially intended and this
is due to the emergence of a dispute between AML and its 49% joint
venture partner in the project - Oromia Mining Share Company (the
parastatal mining company for Oromia State).
In the
last quarter of 2023, negotiations occurred between the joint
venture partners, the Federal Government of Ethiopia and the Ethiopian Federal Ministry of
Mines and there is now a clear process in motion to achieve a
resolution of the dispute.
AML,
through its legal advisors (Clifford
Chance), constructed and tabled a proposal which not only
serves as a dispute resolution, moreover, establishes a platform
for a revised joint venture agreement, and the issuance of the
Mining Licence for the Kenticha Lithium Project (currently an
Exploration License exists over the primary rock
resource).
Over the
last seven months, notwithstanding that there has been no “on
ground” activity at Kenticha Mine, AML has used the time to enhance
its technical studies for the development of the Kenticha Lithium
Project. The team at AML are ready to re-commence operations at the
Kenticha Mine shortly and the Transaction with Medcaw can then
proceed.
The
Transaction constitutes a reverse takeover under the Listing Rules.
The Company requested its securities be suspended from trading with
effect from 7 July 2023.
The
Company and AML have engaged professional advisors and continue to
work through diligence and documentation to complete the
Transaction.
Additionally
during the period, the Company raised gross proceeds of £400,000
via the issue of a total of 5,000,000 new Ordinary Shares in the
Company.
These
shares rank pari passu with the existing Ordinary Shares in the
Company. Alongside the equity raise, 300,000 broker warrants at the
placing price of 8p per share and 1,600,000 warrants at 4p were
also issued to a third-party consultant for transactional
services.
I would
like to thank our shareholders, my fellow directors and our
colleagues at Orana Corporate for their continuing patience and
ongoing support.
Marcus Yeoman
Non-Executive
Chairman
CONTACT:
Medcaw
Investments Plc
Charlie Wood via
Orana Corporate LLP
+44
(0) 203 475 6834
For
more information please visit: https://medcaw-invest.com/
STATEMENT
OF COMPREHENSIVE INCOME
FOR
THE YEAR ENDED 31 DECEMBER
2023
|
|
|
|
|
|
Year ended
31 December 2023
|
Year ended
31 December 2022
|
|
Note
|
£
|
£
|
Revenue
|
|
-
|
-
|
Administrative expenses
|
4
|
(562,260)
|
(194,006)
|
Impairment
|
11
|
(157,759)
|
-
|
Operating result
|
|
(720.019)
|
(194,006)
|
Finance income/(expense)
|
11
|
7,849
|
-
|
Loss before taxation
|
|
(712,170)
|
(194,006)
|
Income tax
|
|
-
|
-
|
Loss for the year and total comprehensive loss for the
year
|
|
(712,170)
|
(194,006)
|
|
|
|
|
Basic and diluted loss per Ordinary Share (pence)
|
8
|
(3.64)
|
(1.90)
|
The
statement of comprehensive income has been prepared on the basis
that all operations are continuing operations.
The
accompanying notes to the annual report form part of these
financial statements.
STATEMENT
OF FINANCIAL POSITION
AS
AT 31 December
2023
|
|
|
|
|
|
As at 31
December 2023
|
As at 31
December 2022
|
|
Note
|
£
|
£
|
ASSETS
|
|
|
|
Current assets
|
|
|
|
Cash and cash equivalents
|
9
|
371,484
|
643,872
|
Other current assets
|
10
|
140,323
|
187,160
|
Loan notes
|
11
|
-
|
-
|
Total assets
|
|
511,807
|
831,032
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade & other payables
|
12
|
242,751
|
240,709
|
Total liabilities
|
|
242,751
|
240,709
|
|
|
|
|
Net assets
|
|
269,056
|
590,323
|
|
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
Equity attributable to owners
|
|
|
|
Ordinary share capital
|
13
|
221,320
|
171,320
|
Share premium
|
13
|
1,005,110
|
679,110
|
Share based payment reserve
|
14
|
14,903
|
-
|
Accumulated losses
|
|
(972,277)
|
(260,107)
|
Total equity and liabilities
|
|
269,056
|
590,323
|
The
accompanying notes to the annual report form part of these
financial statements.
STATEMENT
OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 DECEMBER
2023
|
Ordinary share capital
|
Share premium
|
Share based payment reserve
|
Retained earnings
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
As at 31 December 2021
|
97,500
|
137,100
|
-
|
(66,101)
|
168,499
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(194,006)
|
(194,006)
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(194,006)
|
(194,006)
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
Ordinary shares issued during year
|
73,820
|
603,712
|
-
|
-
|
677,532
|
Share issue costs
|
-
|
(61,702)
|
-
|
-
|
(61,702)
|
Total transactions with owners
|
73,820
|
542,010
|
-
|
-
|
615,830
|
As at 31 December 2022
|
171,320
|
679,110
|
-
|
(260,107)
|
590,323
|
Comprehensive loss for the year
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(712,170)
|
(712,170)
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(712,170)
|
(712,170)
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
Warrants issued during year
|
-
|
-
|
14,903
|
-
|
14,903
|
Ordinary shares issued during year
|
50,000
|
350,000
|
-
|
-
|
400,000
|
Share issue costs
|
-
|
(24,000)
|
-
|
-
|
(24,000)
|
Total transactions with owners
|
50,000
|
326,000
|
14,903
|
-
|
390,903
|
As at 31 December 2023
|
221,320
|
1,005,110
|
14,903
|
(972,277)
|
(269,056)
|
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER
2023
|
|
|
|
|
Notes
|
Year ended 31 December 2023
|
Year ended 31 December 2022
|
|
|
£
|
£
|
Cash flows from operating activities
|
|
|
|
Loss before income tax
|
|
(712,170)
|
(194,006)
|
Adjustments for:
|
|
|
|
Impairment
|
11
|
157,759
|
|
Share based payments
|
14
|
14,903
|
9,422
|
Adjustments for changes in working capital:
|
|
|
|
Decrease
in trade and other receivables
|
|
(140,323)
|
-
|
Decrease
in trade and other payables
|
|
1,241
|
152,675
|
Interest
income
|
|
(7,849)
|
-
|
Net cash used in operating activities
|
|
(686,439)
|
(31,909)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Cash received from issue of Ordinary Shares
1
|
|
563,160
|
475,282
|
Net cash inflow from financing
activities
|
|
563,160
|
475,282
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Loan notes
|
11
|
(149,109)
|
-
|
Net cash inflow from investing
activities
|
|
(149,109)
|
-
|
|
|
|
|
|
|
|
|
Net (decrease)
increase in cash and cash equivalents
|
|
(272,388)
|
443,373
|
Cash and cash equivalents at beginning of year
|
|
643,872
|
200,499
|
Cash and cash equivalents at end of
year
|
|
371,484
|
643,872
|
1 In 2023 £187,160 of IPO funds were received by the
Company
The
accompanying notes on pages 23 to 35 form part of these financial
statements
-
General
Information
The
Company was incorporated on 11 December
2020 as a public company in England and Wales with company number 13078596 under the
Companies Act, 2006.
The
address of its registered office is Eccleston Yards, 25 Eccleston
Place London SW1W 9NF United
Kingdom.
The
principal activity of the Company is to pursue one or more
acquisitions.
The
Company listed on the London Stock Exchange (“LSE”) on
21ST
December 2022.
-
Accounting
policies
The
principal accounting policies applied in preparation of these
financial statements are set out below. These policies have been
consistently applied unless otherwise stated.
2.1
Basis
of preparation
The principal accounting policies applied in the preparation of the
Financial Statements are set out below. These policies have been
consistently applied to the year presented, unless otherwise
stated.
The Company Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards
(‘IFRS’).
The Company Financial Statements are presented in £ unless
otherwise stated.
2.2
Going
concern
The
Company’s business activities, together with facts likely to affect
its future operations and financial and liquidity positions are set
out in the Chairman’s Statement and the Strategic
Report.
The
Company’s financial statements have been prepared on the going
concern basis, which contemplates that the Company will be able to
realize its assets and discharge liabilities in the normal course
of business. Despite this, there can be no assurance that the
Company will either achieve or maintain profitability in the future
and financial returns arising therefrom, may be adversely affected
by factors outside the control of the Company.
The
Company has had recurring losses in the current year and prior
period, and its continuation as a going concern is dependent on the
Company’s ability to successfully fund its operations by obtaining
additional financing from equity injections or other
funding.
This
indicates that a material uncertainty exists that may cast
significant doubt over the Company’s ability to continue as a going
concern.
Whilst
acknowledging this material uncertainty, the directors consider it
appropriate to prepare the consolidated financial statements on a
going concern basis for the following reasons:
-
The
Company may reasonably expect to maintain continued support from
shareholders and other financiers that have supported the Company’s
previous capital raising to assist with meeting future funding
needs; and
-
All
outgoing and expenditure can be suspended until the sufficient
completion of a capital raise.
The
financial statements do not include the adjustments that would
result if the Company were unable to continue as a going concern.
The auditors have made reference to going concern by way of a
material uncertainty within their report.
2.3
Cash
and cash equivalents
Cash and
cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions.
2.4
Equity
Share
capital is determined using the nominal value of shares that have
been issued.
The Share
premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with
the issuing of shares are deducted from the Share premium account,
net of any related income tax benefits.
Equity-settled
share-based payments are credited to a share-based payment reserve
as a component of equity until related options or warrants are
exercised or lapse.
Retained
losses includes all current and prior year results as disclosed in
the income statement.
2.5
Foreign
currency translation
The
financial statements are presented in Sterling which is the
Company’s functional and presentational currency.
Transactions
in currencies other than the functional currency are recognised at
the rates of exchange on the dates of the
transactions.
At each
reporting date, monetary assets and liabilities are retranslated at
the rates prevailing at the balance sheet date with differences
recognised in the Statement of comprehensive income in the year in
which they arise.
2.6
Financial
instruments
IFRS 9
requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a)
Classification
The
Company classifies its financial assets in the following
measurement categories:
-
those to
be measured subsequently at fair value (either through OCI or
through profit or loss);
-
those to
be measured at amortised cost; and
-
those to
be measured subsequently at fair value through profit or
loss.
The
classification depends on the Company’s business
model for managing
the financial assets and the contractual terms of
the cash flows.
For assets
measured at fair value, gains and losses will be recorded
either in profit or loss or in OCI. For investments in equity
instruments that are not held for trading, this will depend on
whether the Company has made an irrevocable election at the time of
initial recognition to account for the equity investment at fair
value through other comprehensive income (FVOCI).
b)
Recognition
Purchases
and sales of financial assets are recognised on trade
date (that is, the date on which the Company commits to purchase or
sell the asset). Financial assets are derecognised
when the rights to receive cash flows from the
financial assets have expired or have been transferred and the
Company has transferred substantially all the
risks and rewards
of ownership.
c)
Measurement
At initial
recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset.
Transaction
costs of financial assets carried at FVPL are expensed
in profit or loss.
Debt
instruments
Amortised
cost: Assets that are held for collection of contractual cash
flows, where those cash flows represent solely payments of
principal and interest, are measured at amortised
cost. Interest income from these financial
assets is
included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses. Impairment losses
are presented as a separate line item in the statement of profit or
loss.
d)
Impairment
The
Company assesses, on a forward-looking basis, the expected credit
losses associated with any debt
instruments carried at amortised cost. The impairment
methodology applied depends on whether there
has been a significant increase in credit risk. For trade
receivables, the Company applies the simplified approach permitted
by IFRS 9, which requires expected lifetime losses to be recognised
from initial recognition of the receivables.
2.7
Equity
instruments
Equity
instruments issued by the Company are recorded at the proceeds
received net of any direct issue costs.
2.8
Share
based payments
The Group
issues equity-settled share based payments to certain
advisors.
Equity-settled
Share based payments are measured at fair value at the date of
grant.
Fair value
is measured using an appropriate options pricing model. The
expected life used in the model has been adjusted, based on
management’s best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
The fair
value determined at the grant date of the equity-settled Share
based payments is expensed on a straight-line basis over the
vesting period, together with a corresponding increase in equity,
based upon the Group’s estimate of the shares that will eventually
vest.
Where the
terms of an equity-settled transaction are modified, as a minimum
an expense is
recognised
as if the terms had not been modified. In addition, an expense is
recognised for any increase in value of the transaction as a result
of the modification, as measured at the date of the
modification.
Where an
equity-settled transaction is cancelled, it is treated as if it had
vested on the date of cancellation, and any expense not yet
recognised for the transaction is recognised immediately. However,
if a new transaction is substituted for the cancelled transaction
and designated as a replacement transaction on the date that it is
granted, the cancelled and new transactions are treated as if they
were a modification of the original transaction, as described in
the previous paragraph.
2.9
Taxation
Tax
currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the income statement
because it excludes items of income and expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The liability for current tax is
calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.
2.10
Critical
accounting judgements and key sources of estimation
uncertainty
The
preparation of the financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expense. Actual results
may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the year in which the
estimates are revised and in any future years affected.
Estimation
of fair value of warrants issued in the year
The fair
value of the warrants issued during the period have been calculated
using a Black Scholes model which requires a number of assumptions
and inputs, see Note 14 below.
2.11
New
standards and interpretations not yet adopted
At the
date of approval of these financial statements, the following
standards and interpretations which have not been applied in these
financial statements were in issue but not yet effective (and in
some cases have not yet been adopted by the UK):
Standard
|
Effective
date
|
Overview
|
Amendments
to IAS 1
Classification
of Liabilities as Current or Non-current
|
1 January
2024 (early adoption permitted)
|
The
standard has been amended to clarify that the classification of
liabilities as current or non-current should be based on rights
that exist at the end of the reporting period.
In order
to conclude a liability is non-current, the right to defer
settlement of a liability for at least 12 months after the
reporting date must exist as at the end of the reporting
period.
The
amendments also clarify that (for the purposes of classification as
current or non-current), settlement is the transfer of cash, the
entity’s own equity instruments (except as described below), other
assets or services.
|
Amendments
to IAS 21 – Lack of Exchangeability
|
1 January
2025 (early adoption permitted)
|
The
amendments have been made to clarify:
- when a
currency is exchangeable into another currency; and
- how a
company estimates a spot rate when a currency lacks
exchangeability.
|
-
Segmental
analysis
The
Company manages its operations in one segment, being seeking a
suitable investment. The results of this segment are regularly
reviewed by the board as a basis for the allocation of resources,
in conjunction with individual investment appraisals, and to assess
its performance.
-
Operating
Loss
Operating
loss for the company is stated after charging:
|
Year
ended
31
December 2023
£
|
Year
ended
31
December 2022
£
|
Directors’
fees
|
108,000
|
2,454
|
|
Professional
Fees (Legal & accounting)
|
364,949
|
86,845
|
|
Listing
expenses
|
65,983
|
104,707
|
|
Other
administrative expenses
|
28,184
|
-
|
|
Insurance
|
27,418
|
-
|
|
VAT
provision written back
|
(32,274)
|
-
|
|
|
562,260
|
194,006
|
|
|
|
|
|
-
Directors’
and Employees
The
average number of persons employed by the Company (including
executive directors) during the year year ended 31 December 2023 was:
No
of employees
|
Year
ended
31
December 2023
|
Year
ended
31
December 2022
|
|
|
|
Management
|
3
|
3
|
|
3
|
3
|
The
aggregate payroll costs of these persons were as
follows:
|
£
|
£
|
Wages and
salaries
|
108,000
|
2,454
|
|
108,000
|
2,454
|
|
Year
ended
31
December 2023
£
|
Year
ended
31
December 2022
£
|
Fees to
directors
|
108,000
|
2,454
|
|
108,000
|
2,454
|
-
Auditor’s
Remuneration
|
Year
ending 31
December
2023
£
|
Year
ending 31
December
2022
£
|
Fees
payable to the Company’s auditor for the audit of the
Company
|
35,000
|
35,000
|
Corporate
Finance Fees
|
-
|
15,000
|
|
35,000
|
50,000
|
-
Taxation
|
As
at 31
December
2023
£
|
As
at 31
December
2022
£
|
A
reconciliation of the tax charge / credit appearing in the income
statement to the tax that would result from applying the standard
rate of tax to the results for the year is:
|
|
|
Loss per
accounts
|
(712,170)
|
(194,006)
|
Tax credit
at the standard rate of corporation tax in the UK of 19%
|
(135,312)
|
(36,861)
|
Adjustment
for items disallowable for tax
|
-
|
-
|
Tax losses
for which no deferred tax is recognised
|
135,312
|
36,861
|
Tax
expense recognised in accounts
|
-
|
-
|
The
Company has total carried forward losses of £815,418 (2022: £
260,107). The taxed value of the unrecognised deferred tax asset is
£156,249 (2022: £49,420) and these losses do not expire. No
deferred tax assets in respect of tax losses have been recognised
in the accounts because there is currently insufficient evidence of
the timing of suitable future taxable profits against which they
can be recovered.
-
Earnings
per share
The
calculation of the basic and diluted earnings per share is
calculated by dividing the profit or loss for the year by the
weighted average number of ordinary shares in issue during the
year.
|
31
December 2023
|
31
December 2022
|
|
£
|
£
|
Loss
attributable to shareholders of Medcaw Investments
Plc
|
(712,170
|
(194,006)
|
Weighted
number of ordinary shares in issue
|
19,563,414
|
10,236,324
|
Basic
& dilutive earnings per share from continuing operations -
pence
|
(3.64
|
(1.90)
|
There is
no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially
dilute basic earnings per share in the future but were not included
in the calculation of diluted earnings per share as they are
anti-dilutive for the year presented. See note 13 for further
details.
-
Cash and
cash equivalents
|
As
at
31
December 2023
£
|
As
at
31
December 2022
£
|
Cash at
bank
|
371,484
|
643,872
|
|
371,484
|
643,872
|
-
Other
current assets
|
As
at 31 December 2023
£
|
As
at 31 December 2022
£
|
IPO
Funds
|
-
|
187,160
|
Prepayments
|
36,100
|
-
|
VAT
|
104,223
|
-
|
|
140,323
|
187,160
|
-
Loan
note
|
As
at 31 December 2023
£
|
As
at 31 December 2022
£
|
Loan
note
|
149,109
|
-
|
Interest
receivable
|
7,849
|
-
|
Provision
for doubtful debts
|
(157,759)
|
|
|
-
|
-
|
On
23rd
June 2023 £149,109 was loaned to Abyssinian Metals Pty Ltd
(AML) to fund working capital requirements. The loan accrues
interest at 10% per annum payable in monthly instalments. The loan
is repayable upon demand by the lender and can be converted into
shares in AML subject to certain milestones. As at reporting date
the loan has not been converted to equity. Due to inherent
uncertainties around the collectability of the loan a provision has
been raised and an impairment charge for the full amount recorded
in the current year.
-
Trade and
other payables
|
As
at 31 December 2023
£
|
As
at 31 December 2022
£
|
|
Trade
payables
|
97,297
|
203,256
|
Accruals
|
145,454
|
37,453
|
|
242,751
|
240,709
|
|
|
|
|
-
Share
capital and share premium
|
Ordinary
Shares
|
Share
Capital
|
Share
Premium
|
Total
|
|
|
£
|
£
|
£
|
Issue of
ordinary shares
1
|
1,011,275
|
10,113
|
30,338
|
40,451
|
IPO
shares
2
|
6,370,820
|
63,707
|
573,374
|
637,081
|
Share
issue costs
|
-
|
-
|
(61,702)
|
(61,702)
|
At
31 December 2022
|
17,132,095
|
171,320
|
679,110
|
850,430
|
|
|
|
|
|
Issue of
ordinary shares
3
|
5,000,000
|
50,000
|
350,000
|
400,000
|
Share
issue costs
|
-
|
-
|
(24,000)
|
(24,000)
|
At
31 December 2023
|
22,132,095
|
221,320
|
1,005,110
|
1,226,430
|
|
|
|
|
|
|
1
On 9th
May 2022 and 10th
November 2022
the company issued 1,011,275 Ordinary Shares at a subscription
price of £0.04 in connection with the seed round of
fundraising.
2 On
admission to the Standard List of the LSE on 21st
December 2022, 6,370,820 shares were issued at a placing
price of £0.10
3 On
6th
July 2023 the company issued 5,000,000 Ordinary shares at a
subscription price of £0.01.
The share
premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of
issue of the shares, the value of the bonus share issue, or any
bonus warrant issue.
The
Company has only one class of share. All ordinary shares have equal
voting rights and rank pari passu for the distribution of dividends
and repayment of capital.
-
Share
based payments reserve
|
2023
£
|
2022
£
|
Opening balance
|
-
|
-
|
Broker warrants
|
41
|
-
|
Advisor warrants
|
14,862
|
-
|
Adviser warrants
|
-
|
-
|
At 31 December
|
14,903
|
-
|
The fair
value of the services received in return for the warrants granted
are measured by reference to the fair value of the warrants
granted. The estimate of the fair value of the warrants granted is
measured based on the Black-Scholes valuations model. Measurement
inputs and assumptions are as follows:
|
Broker
|
Advisor
|
Adviser
|
Issue
date
|
06/07/2023
|
06/07/2023
|
01/9/2023
|
Time to
expiry
|
2
|
2
|
3
|
|
|
|
|
Share
price at date of issue of warrants
|
5p
|
5p
|
5p
|
Exercise
price
|
8p
|
4p
|
32p
|
Expected
volatility
|
18.4%
|
18.4%
|
18.4%
|
Risk free
interest rate
|
4.3%
|
4.3%
|
4.3%
|
Warrants
|
As
at 31 December 2023
|
|
Weighted
average exercise price
|
Number
of
warrants
|
Brought
forward at 1 January 2023
|
4p
|
4,000,000
|
Granted in
year
|
26p
|
9,712,500
|
Vested in
year
|
26p
|
9,712,500
|
Outstanding
at 31 December 2023
|
20p
|
13,712,500
|
Exercisable
at 31 December 2023
|
20p
|
13,712,500
|
The
weighted average time to expiry of the warrants as at 31 December 2023 is 2.02 years (2022 : 1.98
years)
-
Financial
Instruments and Risk Management
Principal
financial instruments
The
principal financial instruments used by the Company from which the
financial risk arises are as follows:
|
|
31
December 2023
£
|
31
December 2022
£
|
Financial
Assets at amortised cost
|
|
|
|
|
|
|
|
Cash and
cash equivalents
|
|
371,484
|
643,872
|
Loan
note
|
|
-
|
-
|
|
|
371,484
|
643,872
|
|
|
|
|
Financial
Liabilities at amortised cost
|
|
|
|
Trade
and other payables
|
|
97,297
|
240,709
|
Accruals
|
|
145,454
|
37,453
|
|
|
242,751
|
278,162
|
The
financial liabilities are payable within one year.
General
objectives and policies
Per the
Directors report the overall objective of the Board is to set
policies that seek to reduce risk as far as practical without
unduly affecting the Company’s competitiveness and flexibility.
Further details regarding these policies are:
Policy
on financial risk management
The
Company’s principal financial instruments comprise cash and cash
equivalents, loan receivables, trade and other payables. The
Company’s accounting policies and methods adopted, including the
criteria for recognition, the basis on which income and expenses
are recognised in respect of each class of financial asset,
financial liability and equity instrument are set out in note 2 –
“Accounting Policies”.
The
Company does not use financial instruments for speculative
purposes. The carrying value of all financial assets and
liabilities approximates to their fair value.
Derivatives,
financial instruments and risk management
The
Company does not use derivative instruments or other financial
instruments to manage its exposure to fluctuations in foreign
currency exchange rates, interest rates and commodity
prices.
Credit
risk
Credit
risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
The Company
has adopted a policy of only dealing with creditworthy
counterparties. The Company’s exposure and the credit ratings of
its counterparties are monitored by the Board of Directors to
ensure that the aggregate value of transactions is spread amongst
approved counterparties.
The
Company applies IFRS 9 to measure expected credit losses for its
loan receivables, these are regularly monitored and assessed. Loans
aresubject to an expected credit loss provision when it is probable
that amounts outstanding are not recoverable as set out in the
accounting policy. Due to the inherent uncertainty in the
recoverability of the loan to AML the Company
has raised
a provision against the full amount and an impairment charge has
been recorded.
The
Company’s principal financial assets are cash and cash equivalents
and a loan note. Cash equivalents include amounts held on deposit
with financial institutions.
The loan
note is an unsecured loan accruing interest at 10% per annum. The
loan is repayable upon demand by the lender and can be converted
into shares in AML subject to certain milestones not being met. As
at reporting date the loan has not been converted to
equity
The credit
risk on liquid funds held in current accounts and available on
demand is limited because the Company’s counterparties are banks
with high credit-ratings assigned by international credit-rating
agencies.
No
financial assets have indicators of impairment.
The
Company’s maximum exposure to credit risk is limited to the
carrying amount of financial assets recorded in the financial
statements.
Liquidity
risk
During the
31 December 2023, the Company was
financed by cash raised through equity funding. Funds raised
surplus to immediate requirements are held as cash deposits in
Sterling.
In
managing liquidity risk, the main objective of the Company is to
ensure that it has the ability to pay all of its liabilities as
they fall due. The Company monitors its levels of working capital
to ensure that it can meet its liabilities as they fall
due.
The table
below shows the undiscounted cash flows on the Company’s financial
liabilities as at 31 December 2023 on
the basis of their earliest possible contractual
maturity.
|
Total
£
|
Within
2 months
£
|
Within
2-6 months
£
|
At
31 December 2023
|
|
|
|
Trade
payables
|
97,297
|
97,297
|
-
|
Accruals
|
145,454
|
145,454
|
-
|
|
Total
£
|
Within
2 months
£
|
Within
2-6 months
£
|
At
31 December 2022
|
|
|
|
Trade
payables
|
203,256
|
203,256
|
-
|
Accruals
|
37,454
|
37,454
|
-
|
Capital
management
The
Company considers its capital to be equal to the sum of its total
equity. The Company’s objective when managing its capital is to
ensure it obtains sufficient funding for continuing as a going
concern. The Company funds its capital requirements through the
issue of new shares to investors.
-
Related
Party Transactions
Provision
of services
During the
year £107,225 (2022: £12,670 was incurred for the provision of
administrative and corporate accounting services from Orana
Corporate LLP of which Charles Wood
and Sarah Cope are both directors or
past directors of the Company and Partners of Orana Corporate LLP.
These transactions have been treated at arm’s length and processed
at the fair market value of services provided. Other than these
there were no other related party transactions.
-
Ultimate
Controlling Party
As at
31 December 2023, there was no
ultimate controlling party of the Company.
-
Capital
Commitments
As at
31 December 2023 there were no
capital commitments for the Company.
-
Subsequent
events
There have
been no subsequent of events after 31
December 2023.