TIDMCRCL
RNS Number : 6995H
Corcel PLC
28 November 2022
Corcel PLC
("Corcel" or the "Company")
Final Audited Results
for the Year Ended 30 June 2022 and Notice of Annual General
Meeting
28 November 2022
The Company's Annual Report and Financial Statements for 2022,
extracts from which are set out below, together with the Notice of
the Company's Annual General Meeting (AGM) which will be published
to shareholders on Tuesday 29 November 2022 and a copy of the
documents will be available shortly on the Company's website at
www.corcelplc.com.
The AGM is to be held at We Work, 123 Buckingham Palace Rd,
London, SW1W 9SH at 10:00a.m. on Thursday, 22 December 2022.
Chairman and CEO Statement
Overview
Corcel is an AIM listed company strategically increasing its
exposure to critical battery metals prior to the widely expected
supply crunch and associated structural price increases. Of
particular focus for the Company are nickel and cobalt, which are
both core battery metals with large supply deficits widely expected
in the mid-2020s as the electric vehicle revolution and economic
decarbonisation gains pace.
The Company owns 41% of the Mambare nickel-cobalt project in
Papua New Guinea, where recent focus by the joint venture has been
on securing a mining lease covering a DSO operation at the project.
In line with its growth strategy, the Company acquired a second
material nickel-cobalt project in Papua New Guinea (PNG) during the
period, signing a share purchase agreement with RMI in August 2021
to acquire 100% of the issued share capital in
Australian-registered Niugini Nickel Pty Ltd, which owns 100% of
the Wowo Gap nickel-cobalt project. As consideration for the
acquisition, the Company released all liabilities and obligations
in connection with its previously acquired AUD 4,761,087 senior
debt position in Resource Mining Corporation Limited (RMI.) The
Company sees significant synergies between the two PNG battery
metal projects and views this acquisition as a significant step in
its evolution towards building a leading regional battery metal and
nickel /cobalt business with material scale.
Having successfully acquired the Wowo Gap project, the Company
then sought to de-risk the project technically and to prepare for a
mining lease application. The first steps in this process were to
undertake a GAP analysis in anticipation of a Bankable Feasibility
Study (BFS) and the establishment of a JORC 2012 compliant resource
for the Wowo Gap project. The JORC resource, which was announced on
17 May 2022, applies much more stringent economic criteria and
validates Corcel's underlying rationale for the asset acquisition,
confirming Wowo Gap as a similar size and grade deposit to the
Company's sister project at Mambare, also in PNG.
Following these advancements of the Wowo gap project, we have
now, after the period end, announced our intended structure to
fund, continue to grow and ultimately develop the enlarged battery
metals portfolio through the creation of a Singapore based upstream
Battery Metal joint venture, which will, subject to contract, own
CRCL's positions in both the Mambare and Wowo Gap projects. We also
intend to add into this joint venture a third battery metal
project, namely the Doncella lithium salt brine project in
Argentina. The intended joint venture structure, called Integrated
Battery Metals ("IBM") offers Corcel a 50% interest carried for the
first $1.5m of expenditure as well as a 1.5% gross revenue royalty.
Corcel retains control of the JV and will nominate half of the
Board while progressing a shared vision with the other parties to
list the JV in Singapore.
Alongside the creation of this joint venture, the Company
welcomes Shangdong New Power COSMO AM&T ("NPC") as a new
cornerstone investor with a significant equity position and Board
representation. NPC had previously been in discussions with the
Company as a potential offtaker for the PNG portfolio, and
ultimately will now invest in both Corcel directly as well as the
battery metal projects via the IBM structure.
Following the increased focus on upstream battery metals as its
core strategy, and given the looming economic recession, the
Company is in the process of strategically winding down its UK
based gas peaker and battery storage portfolio. This has been
progressed via the announced sale of the Tring Road gas peaker
project, which lowers the Company's debt burden following a
restructuring in October 2022 with a view to freeing up further
capital for immediate operational and capital commitments. The
Board is now actively working to further de-leverage the Company by
repaying all of its debts well before they become due.
The Company has also recently further broadened its portfolio
with the application for the Star Mountains Gold-Copper tenement in
PNG and in securing an option on the Mt. Weld rare earth project in
Western Australia. These opportunities are potentially large upside
projects for Corcel, which only require minimal upfront capital to
access.
Discussion of Results
We report during the period that the Group incurred a loss of
GBP2.128 million whilst finance costs over the year increased to
GBP0.224 million, reflecting increased interest and finance fees
(2021: GBP0.065million). Overall, administrative costs increased
slightly for the year to GBP1.26 million (2021: GBP1.0 million)
largely reflecting increased insurance costs, professional services
costs, share based payments (non-cash) and payroll costs.
Prospects
During these challenging times in global and domestic markets,
the Board is very cognisant that the continued support of our key
stakeholders, including lenders, shareholders and the new
cornerstone investor, remains critical.
We are amongst the first movers in this space in the micro-cap
sector and we believe that our shareholders will, in due course,
see significant rewards from the hard miles we have covered
building the foundations to support our present strategic
positioning, which now includes both an intended Singapore listed
joint venture as well as investments from large industrial and
strategic partners.
James Parsons Scott Kaintz
Executive Chairman Chief Executive Officer
Results and Dividends
The Group made a loss after taxation of GBP2.128 million (2021:
GBP1.227 million). The Directors do not recommend the payment of a
dividend. The following financial statements are extracted from the
audited financial statements, which were approved by the Board of
Directors and authorised for issuance on 25 November 2022.
For further information, please contact:
Scott Kaintz 020 7747 9960 Corcel Plc CEO
James Joyce / Andrew de Andrade 0207 220 1666 WH Ireland Ltd NOMAD & Broker
Patrick d'Ancona 0207 3900 230 Vigo Communications IR
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Independent Auditor's Report
to the members of Corcel Plc
Opinion
We have audited the financial statements of Corcel Plc (the
"parent company") and its subsidiaries (the "group") for the year
ended 30 June 2022 which comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Financial Position,
the Consolidated and Parent Company Statements of Changes in
Equity, the Consolidated and Parent Company Statements of Cash
Flows and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
UK-adopted international accounting standards and as regards the
parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 30
June 2022 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
-- the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting
standards (UK IAS) and as applied in accordance with the provisions
of the Companies Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which
indicates that the group and the parent company are reliant on
securing further financing to meet committed expenditure
requirements and working capital needs as they fall due. As stated
in note 1.2, these events or conditions, along with the other
matters as set forth in note 1.2, indicate that a material
uncertainty exists that may cast significant doubt on the group's
and parent company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group's and parent
company's ability to continue to adopt the going concern basis of
accounting included:
-- consideration of the objectives, policies and processes in
managing its working capital as well as exposure to financial,
credit and liquidity risks;
-- reviewing the cash flow forecasts for the ensuing twelve
months from the date of approval of these group financial
statements and assessment thereof;
-- performing sensitivity analysis on the cash flow forecasts
prepared by management, and challenging the assumptions included
thereto;
-- reviewing the management's going concern memorandum
assessment and discussing with management regarding the future
plans and availability of funding;
-- reviewing the adequacy and completeness of disclosures in the
group financial statements; and
-- reviewing post balance sheet events demonstrating ability to
raise funds and restructure debt.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Emphasis of Matter
We draw attention to note 1.5, which discloses the significant
judgements used by the management to determine the recoverability
of the loan to and investments in the joint venture (Oro Nickel
Ltd) and subsidiary (Niugini Nickel Pty, Ltd).
The recoverability of the loan of GBP1,502,000 and investment of
GBP1,651,000 pertaining to Oro Nickel Ltd is included in the
Consolidated and Parent Company Statements of Financial Position
and is dependent on the successful renewal of the exploration
license. The license remains under renewal as at the year end.
The recoverability of exploration and evaluation asset of
GBP1,026,000 in the Consolidated Statement of Financial Position
and loan of GBP228,000 and investment of GBP1,014,000 in the Parent
Company Statement of Financial Position pertaining to Niugini
Nickel Pty, Ltd is dependent on the successful renewal of the
exploration license. The license remains under renewal as at the
year end.
The good standing of these licences is critical for project
development and subsequent value extraction, which is key to the
recoverability of the loans and investments. Should the licenses
not be renewed, an impairment may be required to the value of the
loans and investments as at 30 June 2022.
Our application of materiality
For the purposes of determining whether the financial statements
are free from material misstatement, we define materiality as the
magnitude of misstatement that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the
financial statements, would be changed or influenced. We also
determine a level of performance materiality which we use to assess
the extent of testing needed to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial
statements as a whole.
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. Materiality is used to determine the financial
statement areas that are included within the scope of our audit and
the extent of sample sizes during the audit. No significant changes
have come to light during the course of the audit which required a
revision to our materiality for the financial statements as a
whole.
Materiality for the group financial statements was set at
GBP97,000 (2021: GBP122,000). This was calculated as a percentage
of net assets. Using our professional judgement, we have determined
this to be the principal benchmark within the group financial
statements as it is from these net assets that the group seeks to
deliver returns for shareholders, in particular the value of
exploration and development projects the group is interested in
through its subsidiaries, associates and joint ventures.
Materiality for the significant components of the group ranged
from GBP45,000 (2021: GBP120,000) to GBP96,000 (2021: GBP120,000)
calculated as a percentage of net assets and risk assessment.
Performance materiality for the group financial statements was
set at GBP67,900 (2021: GBP97,600) being 70% (2021: 80%) of
materiality for the group financial statements as a whole. The
performance materiality for the significant components is
calculated on the same basis as group materiality.
Materiality and performance materiality for the parent company
was set at GBP96,000 (2021: GBP120,000) and GBP67,200 (2021:
GBP96,000) respectively. The materiality and performance
materiality for the significant components is calculated on the
same basis as group materiality.
In determining performance materiality, we considered the
following factors:
-- our cumulative knowledge of the group and its environment,
including industry specific trends;
-- the change in the level of judgement required in respect of the key accounting estimates;
-- significant transactions during the year;
-- the stability in key management personnel; and
-- the level of misstatements identified in prior periods.
We agreed to report to those charged with governance all
corrected and uncorrected misstatements we identified through our
audit with a value in excess of GBP4,850 (2021: GBP6,100) for the
group and for the parent company a value in excess of GBP4,800
(2021: GBP6,000). We also agreed to report any other audit
misstatements below that threshold that we believe warranted
reporting on qualitative grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on
the areas at greatest risk of material misstatement, together with
areas subject to significant management judgement.
In designing our audit, we looked at areas which deemed to
involve significant judgement and estimation by the directors, such
as the key audit matter surrounding the carrying value of
investments in subsidiaries, joint ventures, and associates, and
receivables from other group companies. Other judgemental areas are
the accounting treatment of subsidiary acquired during the year, as
well as the valuation of share-based payment and warrants
transactions. We also addressed the risk of management override of
controls, including consideration of whether there was evidence of
bias that represented a risk of material misstatement due to
fraud.
The scope of our audit is based on significance of operations
and materiality Each component was assessed as to whether they were
significant or not to the group by either their size or risk. The
parent company and the one operating subsidiary were considered to
be significant due to identified risk and size.
Work on all significant components of the group has been
performed by us as group auditor.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In addition to
the matter described in the Material uncertainty related to going
concern section, we have determined the matters described below to
be the key audit matters to be communicated in our report.
Key Audit Matter How our scope addressed this
matter
Carrying value of investment Our work in this area included:
in subsidiaries, joint ventures
and associates and intra-group * Review of management's assessment of recoverability
balances. (Refer to notes 10, of intragroup receivables in accordance with IFRS 9
11 and 14) Financial Instruments criteria;
Investments in subsidiaries
and intra-group loans ( parent
company only), as well as joint * Consideration of recoverability of investments and
ventures(JV) and associates intragroup loans by reference to underlying net asset
balances (group and parent company), values, including the recoverability potential of the
are the most significant balances underlying exploration projects (Mambare
in the Nickel-Cobalt project; Dempster Vanadium project and
financial statements. Wowo Gap Nickel project);
Intra-group balances
The parent company currently * Review of Board impairment papers in respect of
has outstanding receivables investments, including challenge and obtaining
due of GBP278,000 from subsidiaries corroboration for key assumptions used;
(Flexible Grid Solutions Limited
and Niugini Nickel Pty Ltd)
and GBP1,502,000 from JV (Oro
Nickel Ltd). * Obtaining and reviewing any relevant agreements
relating to investments (shareholder agreements; JV
Investments agreements; license agreements etc) to ensure all
The group and parent company terms are complied with; and
own 50% interest in DVY196 Holdings
Corp (GBP337,000), and a 41%
interest in Oro Nickel Ltd (GBP1,651,000)
as at 30 June 2022, both of * Confirming the group and the parent company held good
which have material value in title to the license area;
the financial statements.
The parent company has a 100%
investment in Flexible Grid * Review of disclosures made in respect of these
Solutions (GBP1) and Corcel balances in accordance with the relevant IFRSs.
Australasia (GBP482). Through
Corcel Australasia, it owns
100% of Niugini Nickel Pty Ltd
(GBP1,014,000). Through Flexible As noted in the Emphasis of
Grid Solutions, it owns 100% matter section ,the exploration
of Flexible Grid One Limited license held by Oro Nickel JV
and Weirs Drove Development in respect of the Mambare project
Limited. and Niugini Nickel Pty Ltd in
respect of the Wowo Gap Nickel
Given the continuing losses project remains under renewal
in these entities, and delays and the mining/exploration licenses
in advancing developments at applied for are yet to be granted.
the underlying projects, there If these applications were to
is a risk that the receivable be unsuccessful, this may result
and investment balances may in an impairment to the carrying
be impaired. As determining value of the investments and
the recoverable value or recoverability intra-group balances.
involves high degree of management
estimate and judgement, there
is a risk of management bias
and override of control.
=================================================================
Carrying value of exploration Our work in this area included:
and evaluation asset (group)
(Refer to note 22) * Confirming that the group has good title to the
licences held;
The exploration and evaluation
asset represents a significant
balance in the group's financial
statements. There is the risk * Testing the capitalised costs including the
that this amount is impaired considerations made in respect of IFRS 6 and policy
and the capitalised amounts adopted by the group;
do not meet the recognition
criteria as adopted by the group.
The capitalisation of the costs
and determination of the carrying * Review of Board impairment papers in respect of
value of asset are subject to carrying value, including challenge and obtaining
high degree of management estimate corroboration for key assumptions used;
and judgement and therefore
there is a risk of management
bias and override of control.
* Assessed the competence and objectivity of the
experts preparing Competent Persons Report (CPR) and
satisfied ourselves that they were appropriately
qualified to carry out the reserves estimation;
* Reviewed the Competent Persons Report prepared by a
third party expert and challenged the inputs used;
* Review of disclosures made in respect of these
balances in accordance with the relevant IFRSs.
As noted in the Emphasis of
matter section, the exploration
license held by Niugini Nickel
Pty Ltd in respect of the Wowo
Gap Nickel project remains under
renewal and the exploration
license applied for has yet
to be granted. If these applications
were to be unsuccessful, this
may result in an impairment
to the carrying value.
=================================================================
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
--the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
--the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
--adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
--the parent company financial statements are not in agreement
with the accounting records and returns; or
--certain disclosures of directors' remuneration specified by
law are not made; or
--we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the directors are responsible for assessing the group and parent
company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management. We also
selected a specific audit team based on experience with auditing
entities within this industry facing similar audit and business
risks.
-- We determined the principal laws and regulations relevant to
the group and parent company in this regard to be those arising
from:
o AIM Rules;
o UK Companies Act 2006;
o UK-adopted international accounting standards
o UK employment law; and
o Local environmental and mining regulations.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
-- We also identified the risks of material misstatement of the
financial statements due to fraud. Aside from the non-rebuttable
presumption of a risk of fraud arising from management override of
controls, we did not identify any significant fraud risks.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures, which included, but were not limited to: the testing of
journals, reviewing accounting estimates for evidence of bias
(refer to the Key audit matter section) and evaluating the business
rationale of any significant transactions that are unusual or
outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to
the parent company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the parent company and the
parent company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
25 November 2022
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2022
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
---------------------------------------------- ----- -------- --------
ASSETS
Non-current assets
Investments in associates and joint ventures 11 1,988 2,380
Exploration & evaluation assets 22 1,026 -
Property, plant and equipment 52 62
Goodwill 10 - -
Financial instruments - fair value through
other comprehensive income (FVTOCI) 12 1 7
Financial instruments at fair value through
profit and loss (FVTPL) 13 - 72
Other receivables 14 1,502 1,362
Total non-current assets 4,569 3,883
---------------------------------------------- ----- -------- --------
Current assets
Cash and cash equivalents 19 25 392
Financial instruments with fair value through
profit and loss (FVTPL) 13 - -
Trade and other receivables 14 277 1,215
---------------------------------------------- ----- -------- --------
Total current assets 302 1,607
---------------------------------------------- ----- -------- --------
Total assets 4,871 5,490
---------------------------------------------- ----- -------- --------
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital 17 2,751 2,746
Share premium account 17 24,961 24,161
Shares to be issued 17 75 75
Other reserves 2,095 2,018
Retained earnings (26,758) (24,630)
---------------------------------------------- ----- -------- --------
Total equity attributable to owners of the
Parent 3,124 4,370
---------------------------------------------- ----- -------- --------
Non-Controlling interests - -
---------------------------------------------- ----- -------- --------
Total equity 3,124 4,370
---------------------------------------------- ----- -------- --------
LIABILITIES
Non-current liabilities
Long-term borrowings 15 - -
---------------------------------------------- ----- -------- --------
Total non-current liabilities - -
---------------------------------------------- ----- -------- --------
Current liabilities
Trade and other payables 15 324 237
Short-term borrowings 15 1,423 883
---------------------------------------------- ----- -------- --------
Total current liabilities 1,747 1,120
---------------------------------------------- ----- -------- --------
Total equity and liabilities 4,871 5,490
---------------------------------------------- ----- -------- --------
The accompanying notes form an integral part of these Financial
Statements.
These Financial Statements were approved by the Board of
Directors and authorised for issue on 25 November 2022 and are
signed on its behalf by:
James Parsons
Executive Chairman
Consolidated Income Statement
for the year ended 30 June 2022
Year to Year to
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------- ------ ----------- -----------
Gain on sale of financial instruments designated
as FVTPL - (5)
Project expenses (91) (121)
Impairment of investments in joint ventures
and financial instruments held at fair value
through profit and loss (FVTPL) 11 ,13 (488) -
Impairment of goodwill - (25)
Administrative expenses 4 (1,218) (1,014)
Impairment of property, plant and equipment (61) -
Impairment of receivables (67) -
Foreign currency gain/(loss) 1 -
Other income 23 9
Finance costs, net 5 (224) (65)
Share of loss of associates and joint ventures 11 (3) (6)
------------------------------------------------- ------ ----------- -----------
Loss for the year before taxation 3 (2,128) (1,227)
Taxation 6 - -
------------------------------------------------- ------ ----------- -----------
Loss for the year (2,128) (1,227)
------------------------------------------------- ------ ----------- -----------
Loss per share attributable to:
Equity holders of the Parent (2,128) (1,227)
Non-controlling interest - -
------------------------------------------------- ------ ----------- -----------
(2,128) (1,227)
------------------------------------------------- ------ ----------- -----------
Earnings per share attributable to owners of the Parent*:
Basic 9 (0.5) pence (0.4) pence
Diluted 9 (0.5) pence (0.4) pence
------------------------------------------------- ------ ----------- -----------
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2021
30 June 30 June
2022 2021
GBP'000 GBP'000
--------------------------------------------------------- -------- --------
Loss for the year (2,128) (1,227)
Other comprehensive income
Items that will be not be reclassified subsequently
to profit or loss
Revaluation of FVTOCI investments (6) 3
Unrealised foreign currency gain/(loss) on translation
of foreign operations (4) -
--------------------------------------------------------- -------- --------
Total other comprehensive income for the year (10) 3
--------------------------------------------------------- -------- --------
Total comprehensive loss for the year (2,138) (1,224)
--------------------------------------------------------- -------- --------
Total comprehensive loss attributable to:
Equity holders of the Parent (2,138) (1,224)
Non-controlling interest - -
------------------------------------------ ------- -------
(2,138) (1,224)
------------------------------------------ ------- -------
All of the Group's operations are considered to be
continuing.
The accompanying notes form an integral part of these Financial
Statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2021
The movements in equity during the year were as follows:
Total
Equity
attributable
Share Shares to owners
Share premium to be Retained Other of the Non-controlling Total
capital account issued earnings reserves Parent interests Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 1 July 2020 2,726 23,032 - (23,403) 908 3,263 13 3,276
Changes in equity -
for
2021
Loss for the year - - - (1,227) - (1,227) - (1,227)
Acquisition of
non-controlling
interests - - - - - - (13) (13)
Other comprehensive
income
for the year
Revaluation of
FVTOCI
investments - - - - 3 3 - 3
Total comprehensive
income
for the year - - - (1,227) 3 (1,224) (13) (1,237)
Transactions with
owners
Issue of shares 20 2,287 - - - 2,307 - 2,307
Shares to be issued - - 75 - - 75 - 75
Share issue costs - (51) - - - (51) - (51)
Warrants issued - (1,107) - - 1,107 - - -
Total transactions
with
owners 20 1,129 75 - 1,107 2,331 - 2,331
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 1 July 2021 2,746 24,161 75 (24,630) 2,018 4,370 - 4,370
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
Changes in equity
for
2022
Loss for the year - - - (2,128) - (2,128) - (2,128)
Other comprehensive
income
for the year
Revaluation of
FVTOCI
investments - - - - (6) (6) - (6)
Unrealised foreign
exchange
loss arising on
retranslation
of foreign company
operations - - - - (4) (4) - (4)
Total comprehensive
income
for the year - - - (2,128) (10) (2,138) - (2,138)
Transactions with
owners
Issue of shares 5 848 - - - 853 - 853
Share issue costs - (48) - - - (48) - (48)
Options issued - - - - 17 17 - 17
Warrants issued - - - - 70 70 - 70
Total transactions
with
owners 5 800 - - 87 892 - 892
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
As at 30 June 2022 2,751 24,961 75 (26,758) 2,095 3,124 - 3,124
-------------------- -------- -------- --------- --------- --------- ------------- ----------------- ---------
See Note 16 for a description of each reserve included
above.
FVTOCI Foreign
financial Share-based currency Total
asset payment Warrant translation other
reserve reserve reserve reserve reserves
Other reserves GBP'000 GBP'000 GBP'000 GBP GBP
------------------------------------- ---------- ------------- -------- ------------ ---------
As at 1 July 2020 1 99 273 535 908
------------------------------------- ---------- ------------- -------- ------------ ---------
Revaluation of FVTOCI investments 3 - - - 3
Warrants granted during the year - - 1,107 - 1,107
As at 1 July 2021 4 99 1,380 535 2,018
------------------------------------- ---------- ------------- -------- ------------ ---------
Revaluation of FVTOCI investments (6) - - - (6)
Unrealised foreign exchange loss
arising on retranslation of foreign
company operations - - - (4) (4)
Options granted during the year - 17 - - 17
Warrants granted during the year - - 70 - 70
As at 30 June 2022 (2) 116 1,450 531 2,095
------------------------------------- ---------- ------------- -------- ------------ ---------
See Note 16 for a description of each reserve included
above.
Consolidated Statement of Cash Flows
for the year ended 30 June 2022
Year to Year to
30 June 30 June
2022 2021
GBP GBP
---------------------------------------------------------- -------- --------
Cash flows from operating activities
Loss before taxation (2,128) (1,227)
Impairment of Joint venture projects 416 -
Impairment of financial assets FVTPL 72 -
Impairment of goodwill related to WDD - 25
Impairment of property, plant and equipment 61 -
Gain on sale of FVTPL investments - (5)
Finance cost, net (Note 5 ) 153 65
Share-based payments 109 -
Share of loss in associates and joint ventures, net of
tax (Note 11 ) 3 (6)
Equity settled transactions 11 -
Increase in receivables (31) (53)
Increase in payables 142 374
Decrease in lease liabilities - (42)
---------------------------------------------------------- -------- --------
Net cash outflow from operations (1,192) (869)
---------------------------------------------------------- -------- --------
Cash flows from investing activities
Proceeds from sale of FVTOCI and FVTPL investments (Note
12 and 13 ) - 14
Purchase of financial assets carried at amortised cost
(Note 14 ) (26) (355)
Purchase of property, plant and equipment (23) (62)
Expenditure on exploration & evaluation assets (59) -
Cash acquired on business combination 2 -
Acquisition of non-controlling interest - (15)
Payments for investments in associates and joint ventures
(Note 11) (151) (183)
---------------------------------------------------------- -------- --------
Net cash outflow from investing activities (257) (601)
---------------------------------------------------------- -------- --------
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs 403 1,382
Interest paid (Note 21) - -
Proceeds of new borrowings, as received net of associated
fees (Note 21) 950 65
Repayment of borrowings (Note 21) (265) -
---------------------------------------------------------- -------- --------
Net cash inflow from financing activities 1,088 1,447
---------------------------------------------------------- -------- --------
Net decrease in cash and cash equivalents (361) (23)
Cash and cash equivalents at the beginning of period 392 415
Foreign exchange on translation of foreign currency (6) -
Cash and cash equivalents at end of period 25 392
---------------------------------------------------------- -------- --------
Major non-cash transactions are disclosed in Note 21 .
The accompanying notes and accounting policies form an integral
part of these Financial Statements.
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458) as at 30 June
2022
30 June 30 June
2022 2021
Notes GBP GBP
----------------------------------------------- ----- -------- --------
ASSETS
Non-current assets
Investments in subsidiaries 10 1,014 -
Investments in associates and joint ventures 11 2,112 2,501
Loans to subsidiaries 278 -
Financial assets with fair value through other
comprehensive income (FVTOCI) 12 1 7
Financial instruments with fair value through
profit and loss (FVTPL) - 72
Other receivables 14 1,502 1,379
Total non-current assets 4,907 3,959
----------------------------------------------- ----- -------- --------
Current assets
Cash and cash equivalents 19 20 387
Trade and other receivables 14 257 1,148
----------------------------------------------- ----- -------- --------
Total current assets 277 1,535
----------------------------------------------- ----- -------- --------
Total assets 5,184 5,494
----------------------------------------------- ----- -------- --------
EQUITY AND LIABILITIES
Called up share capital 17 2,751 2,746
Share premium account 17 24,961 24,161
Shares to be issued 17 75 75
Other reserves 1,564 1,483
Retained earnings (25,913) (24,065)
----------------------------------------------- ----- -------- --------
Total equity 3,438 4,440
----------------------------------------------- ----- -------- --------
LIABILITIES
Non-current liabilities
Long-term borrowings 15 - -
----------------------------------------------- ----- -------- --------
Total non-current liabilities - -
----------------------------------------------- ----- -------- --------
Current liabilities
Trade and other payables 15 323 211
Short-term borrowings 15 1,423 883
----------------------------------------------- ----- -------- --------
Total current liabilities 1,746 1,094
----------------------------------------------- ----- -------- --------
Total equity and liabilities 5,184 5,494
----------------------------------------------- ----- -------- --------
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has
not presented its own Statement of Comprehensive Income. The
Company's loss for the financial year was GBP1,848,349 (2021: loss
of GBP1,366,448). The Company's Total comprehensive loss for the
financial year was GBP1,853,978 (2021: loss GBP1,363,300).
These Financial Statements were approved by the Board of
Directors and authorised for issue on 25 November 2022 and are
signed on its behalf by:
James Parsons
Executive Chairman
The accompanying notes form an integral part of these Financial
Statements.
Company Statement of Changes in Equity
for the year ended 30 June 2022
The movements in reserves during the year were as follows:
Share
Share premium Shares Retained Other Total
capital account to be issued earnings reserves equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 30 June 2020 2,726 23,032 - (22,698) 373 3,433
Changes in equity for 2021
Loss for the year - - - (1,367) - (1,367)
Other comprehensive income
for the year
Revaluation of FVTOCI investments - - - - 3 3
Total comprehensive income
for the year - - - (1,367) 3 (1,364)
Transactions with owners
Issue of shares 20 2,287 - - - 2,307
Shares to be issued - - 75 - - 75
Share issue and fundraising
costs - (51) - - - (51)
Share warrants granted during
the year - (1,107) - - 1,107 -
Total transactions with owners 20 1,129 75 - 1,107 2,331
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 1 July 2021 2,746 24,161 75 (24,065) 1,483 4,400
---------------------------------- -------- -------- -------------- --------- --------- --------
Changes in equity for 2022
Loss for the year - - - (1,848) - (1,848)
Other comprehensive income
for the year
Revaluation of FVTOCI investments - - - - (6) (6)
Total comprehensive income
for the year - - - (1,848) (6) (1,854)
Transactions with owners
Issue of shares 5 848 - - - 853
Share issue costs - (48) - - - (48)
Share options granted - - - - 17 17
Share warrants granted during
the year - - - - 70 70
---------------------------------- -------- -------- -------------- --------- --------- --------
Total transactions with owners 5 800 - - 87 892
---------------------------------- -------- -------- -------------- --------- --------- --------
As at 30 June 2022 2,751 24,961 75 (25,913) 1,564 3,438
---------------------------------- -------- -------- -------------- --------- --------- --------
FVTOCI
financial Share-based Total
asset payment Warrants other
reserve reserve reserve reserves
Other reserves GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- ---------- ----------- -------- ---------
As at 30 June 2020 1 99 273 373
Changes in equity for 2021
Other comprehensive income for the year
Revaluation of FVTOCI investments 3 - - 3
Transfer of FVTOCI reserve relating to - -
impaired assets and disposals - -
Share options granted during the year - - - -
Warrants issued during the year - - 1,107 1,107
Total Other comprehensive (expenses) /
income 3 - 1,107 1,110
As at 1 July 2021 4 99 1,380 1,483
---------------------------------------- ---------- ----------- -------- ---------
Changes in equity for 2022
Other comprehensive income for the year
Revaluation of FVTOCI investments (6) - - (6)
Share options granted during the year - 17 - 17
Warrants issued during the year - - 70 70
Total Other comprehensive expenses (6) 17 70 81
As at 30 June 2022 (2) 116 1,450 1,564
---------------------------------------- ---------- ----------- -------- ---------
See Note 16 for a description of each reserve included
above.
Company Statement of Cash Flows
for the year ended 30 June 2022
Year to Year to
30 June 30 June
2022 2021
GBP'000 GBP'000
------------------------------------------------------- -------- --------
Cash flows from operating activities
Loss before taxation (1,848) (1,366)
Impairment of Joint venture projects 416 -
Impairment of financial assets FVTPL 72 -
Impairment of loans to and investments in subsidiaries 101 -
Finance costs 154 65
Share-based payments 109 -
Equity settled transactions 11 -
(Increase)/Decrease in receivables (219) 13
Increase in payables 302 377
Net cash outflow from operations (902) (911)
------------------------------------------------------- -------- --------
Cash flows from investing activities
Payments for investments in and loans to associates
and joint ventures (164) (183)
Purchase of financial assets carried at amortised
cost - (355)
Investments and loans to subsidiaries (389) -
------------------------------------------------------- -------- --------
Net cash outflows from investing activities (553) (538)
------------------------------------------------------- -------- --------
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs 403 1,382
Interest paid (Note 21) - -
Proceeds of new borrowings (Note 21) 950 65
Repayments of borrowings (Note 21) (265) -
------------------------------------------------------- -------- --------
Net cash inflow from financing activities 1,088 1,447
------------------------------------------------------- -------- --------
Decrease in cash and cash equivalents (367) (2)
Cash and cash equivalents at the beginning of period 387 389
------------------------------------------------------- -------- --------
Cash and cash equivalents at end of period 20 387
------------------------------------------------------- -------- --------
Major non-cash transactions are disclosed in Note 21 .
The accompanying notes and accounting policies form an integral
part of these Financial Statements.
Notes to Financial Statements
1. Principal Accounting Policies
1.1 Authorisation of Financial Statements and Statement of
Compliance with IFRS
The Group Financial Statements of Corcel Plc (the "Company",
"Corcel" or the "Parent Company"), for the year ended 30 June 2022,
were authorised for issue by the Board on 25 November 2022 and
signed on the Board's behalf by James Parsons. Corcel Plc is a
public limited company, incorporated and domiciled in England and
Wales. The Company's ordinary shares are traded on AIM. The
principal activity of the Company is the management of a portfolio
of battery metals exploration and development projects in Papua New
Guinea and Canada, coupled with a Flexible Grid Solutions energy
storage business in the UK. The registered address of the Company
is Salisbury House, Suite 425, London Wall, London EC2M 5PS.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with
UK adopted international accounting standards ('IAS') in conformity
with the requirements of the Companies Act 2006. They are presented
in thousand Pounds Sterling (GBP'000), unless stated otherwise.
The principal accounting policies adopted are set out below.
Going Concern
It is the prime responsibility of the Board to ensure the
Company and the Group remains a going concern. At 30 June 2022, the
Group had cash and cash equivalents of GBP0.025 million and GBP1.4
million of borrowings and, as at the date of signing these
Financial Statements the, cash balance was GBP0.052 million. As at
24 November 2022, current borrowings of GBP683k of principal are
due during the first half of 2023, with an additional GBP0.506
million due 31 March 2023. The Directors anticipate having to raise
additional funding over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group
budgets, which includes the possibility of Directors reducing or
foregoing their salaries if required, the progress in activities
post year-end, including an anticipated fundraise, the Directors
consider that they will have access to adequate resources in the 12
months from the date of the signing of these Financial Statements.
As a result, they consider it appropriate to continue to adopt the
going concern basis in the preparation of the Financial
Statements.
Should the Group be unable to continue trading as a going
concern, adjustments would have to be made to reduce the value of
the assets to their recoverable amounts, to provide for further
liabilities, which might arise, and to classify non-current assets
as current. The Financial Statements have been prepared on the
going concern basis and do not include the adjustments that would
result if the Group was unable to continue as a going concern. Due
to the factors described above, a material uncertainty exits, which
may cast significant doubt on the Group and the Company's ability
to act as a going concern. The auditors have made reference to this
within their Audit Report. More details surrounding this may be
found in the Audit Report .
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has
not presented its own Statement of Comprehensive Income. The
Company's loss for the financial year was GBP1.848 million (2021:
loss of GBP1.366 million). The Company's other comprehensive loss
for the financial year was GBP1.854 million (2021: loss GBP1.363
million).
New Standards, Amendments 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:
-- Annual Improvements: 2018 - 2020 Cycle (effective 1 January 2023);
-- Amendments to IFRS 17: Insurance Contracts (effective 1 January 2023);
-- Amendments to IAS 1: Classifications of liabilities (effective 1 January 2023);
-- Amendments to IAS 8: Accounting Policies, Changes to
Accounting Estimates and Errors (effective 1 January 2023);
-- Amendments to IAS 12: Income Taxes - Deferred Tax arising
from a Single Transaction (effective 1 January 2023).
The effect of these new and amended Standards and
Interpretations, which are in issue but not yet mandatorily
effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early
in either the current or the preceding financial year.
1.3 Basis of Consolidation
The consolidated Financial Statements of the Group incorporate
the Financial Statements of the Company and entities controlled by
the Company, its subsidiaries, made up to 30 June each year.
Subsidiaries
Subsidiaries are entities over which the Group has the power to
govern the financial and operating policies so as to obtain
economic benefits from their activities. Subsidiaries are
consolidated from the date on which control is obtained, the
acquisition date, until the date that control ceases. They are
deconsolidated from the date on which control ceases.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued, contingent consideration and liabilities
incurred or assumed at the date of exchange. Costs, directly
attributable to the acquisition, are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are initially
measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if
additional information is obtained within one year of the
acquisition date about facts or circumstances existing at the
acquisition date. Other changes in provisional fair values are
recognised through profit or loss.
Intra-group transactions, balances and unrealised gains and
losses on transactions between Group companies are eliminated on
consolidation, except to the extent that intra-group losses
indicate an impairment.
Goodwill is capitalised as an intangible asset with any
impairment in carrying value being charged to the Consolidated
Statement of Comprehensive Income. Any impairment recognised for
goodwill is not reversed.
A change in the ownership interest of a subsidiary, without a
loss of control, is accounted for as an equity transaction. If the
Group loses control over a subsidiary, it:
-- derecognises the assets (including goodwill) and liabilities of the subsidiary;
-- derecognises the carrying amount of any non-controlling interest;
-- derecognises the cumulative translation differences recorded in equity;
-- recognises the fair value of the consideration received;
-- recognises the fair value of any investment retained;
-- recognises any surplus or deficit in profit or loss; and
-- reclassifies the Parent's share of components previously
recognised in other comprehensive income to profit or loss or
retained earnings, as appropriate.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income
are allocated between the Parent and non-controlling interests,
even if this results in the non-controlling interest having a
deficit balance.
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions. Any
differences between the adjustment for the non-controlling interest
and the fair value of consideration paid or received are recognised
in equity.
1.4 Summary of Significant Accounting Policies
1.4.1 Investment in Associates
An associate is an entity over which the Company is in a
position to exercise significant influence, but not control or
joint control, through participation in the financial and operating
policy decisions of the investee.
Investments in associates are recognised in the Consolidated
Financial Statements, using the equity method of accounting. The
Group's share of post-acquisition profits or losses is recognised
in profit or loss and its share of post-acquisition movements in
other comprehensive income are recognised directly in other
comprehensive income. The carrying value of the investment,
including goodwill, is tested for impairment when there is
objective evidence of impairment. Losses in excess of the Group's
interest in those associates are not recognised unless the Group
has incurred obligations or made payments on behalf of the
associate.
Where a Group company transacts with an associate of the Group,
unrealised gains are eliminated to the extent of the Group's
interest in the relevant associate. Unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the asset transferred in which case appropriate
provision is made for impairment.
Where the Company's holding in an associate is diluted, the
Company recognises a gain or loss on dilution in profit and loss.
This is calculated as the difference between the Company's share of
proceeds received for the dilutive share issue and the value of the
Company's effective disposal.
In the Company accounts investments in associates are recognised
and held at cost. The carrying value of the investment is tested
for impairment, when there is objective evidence of impairment.
Impairment charges are included in the Company Statement of
Comprehensive Income.
1.4.2 Interests in Joint Ventures
A joint venture is a joint arrangement, whereby the partners,
who have joint control of the arrangement, have rights to the net
assets of the joint arrangement. Joint control is the contractually
agreed sharing of control of the joint arrangement, which exists
only when decisions on relevant activities require the unanimous
consent of the parties sharing control. The Group recognises its
interest in the entity's assets and liabilities, using the equity
method of accounting. Under the equity method, the interest in the
joint venture is carried in the balance sheet at cost plus
post-acquisition changes in the Group's share of its net assets,
less distributions received and less any impairment in value of
individual investments. The Group Income Statement reflects the
share of the jointly controlled entity's results after tax. In the
Company only financial statements, the Company's interests in Joint
Ventures is recognised at historic cost less any impairment charged
to date.
Any goodwill arising on the acquisition of a jointly controlled
entity is included in the carrying amount of the jointly controlled
entity and is not amortised. To the extent that the net fair value
of the entity's identifiable assets, liabilities and contingent
liabilities is greater than the cost of the investment, a gain is
recognised and added to the Group's share of the entity's profit or
loss in the period in which the investment is acquired.
Financial Statements of the jointly controlled entity will be
prepared for the same reporting period as the Group. Where
necessary, adjustments are made to bring the accounting policies
used into line with those of the Group and to reflect impairment
losses where appropriate. Adjustments are also made in the Group's
Financial Statements to eliminate the Group's share of unrealised
gains and losses on transactions between the Group and its jointly
controlled entity. The Group ceases to use the equity method on the
date from which it no longer has joint control over, or significant
influence in, the joint venture.
At 30 June 2022, the Group had following contractual
arrangements, which were classified as investments in associates
and joint ventures:
-- Oro Nickel Ltd (41% interest), a contractual arrangement with
Battery Metals Pty Ltd, which represents a joint venture
established through an interest in a jointly controlled entity, in
order to develop and exploit the Mambare nickel project;
-- DVY196 Holdings Corp ("DVY"), 50% interest in a North American vanadium and nickel project;
-- ARL 021 Limited, a 40% interest in the Tring Road 50MW gas peaker project.
1.4.3 Taxation
Corporation tax payable is provided on taxable profits at the
prevailing UK tax rate. The tax expense represents the sum of the
current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from accounting profit as reported in
the Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
Group's liability for current tax is measured using tax rates that
have been enacted or substantively enacted by the reporting
date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amount 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
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, which 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.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or the liability is
settled based upon tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is charged or credited in profit or loss, except
when it relates to items credited or charged directly to equity, in
which case the deferred tax is also dealt with in equity, or items
charged or credited directly to other comprehensive income, in
which case the deferred tax is also recognised in other
comprehensive income.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to offset current tax assets and
liabilities and the deferred tax relates to income tax levied by
the same tax authorities on either:
-- the same taxable entity; or
-- different taxable entities, which intend to settle current
tax assets and liabilities on a net basis or to realise and settle
them simultaneously in each future period when the significant
deferred tax assets and liabilities are expected to be realised or
settled.
1.4.4 Property, Plant and Equipment
Property, plant and equipment acquired and identified as having
a useful life that exceeds one year is capitalised at cost and is
depreciated on a straight-line basis at annual rates that will
reduce book values to estimated residual values over their
anticipated useful lives as follows:
Office furniture, fixtures and fittings - 33% per annum
Leasehold improvements - 5% per annum
1.4.5 Foreign Currencies
Both the functional and presentational currency of Corcel Plc is
Sterling (GBP). Each Group entity determines its own functional
currency and items included in the Financial Statements of each
entity are measured using that functional currency.
The functional currencies of the foreign subsidiaries and joint
ventures are the Australian Dollar ("AUD"), the Papua New Guinea
Kina ("PNG") and the US Dollar ("USD").
Transactions in currencies other than the functional currency of
the relevant entity are initially recorded at the exchange rate
prevailing on the dates of the transaction. At each reporting date,
monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the exchange rate prevailing at the
reporting date. Non-monetary assets and liabilities 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. Gains and losses arising on retranslation are included
in profit or loss for the period, except for exchange differences
on non-monetary assets and liabilities, which are recognised
directly in other comprehensive income, when the changes in fair
value are recognised directly in other comprehensive income.
On consolidation, the assets and liabilities of the Group's
overseas operations are translated into the Group's presentational
currency at exchange rates prevailing at the reporting date. Income
and expense items are translated at the average exchange rates for
the period unless exchange rates have fluctuated significantly
during the year, in which case, the exchange rate at the date of
the transaction is used. All exchange differences arising, if any,
are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
Exploration Assets
Exploration assets comprise exploration and evaluation costs,
incurred on prospects at an exploratory stage. These costs include
the cost of acquisition, exploration, determination of recoverable
reserves, economic feasibility studies and all technical and
administrative overheads directly associated with those projects.
These costs are carried forward in the Statement of Financial
Position as non-current intangible assets less provision for
identified impairments. Costs associated with an exploration
activity will only be capitalised if, in management's opinion, the
results from that activity led to a material increase in the market
value of the exploration asset, which is determined by management
to be following the economic feasibility stage.
The Group adopts the "area of interest" method of accounting
whereby all exploration and development costs, relating to an area
of interest, are capitalised and carried forward until either
abandoned or an indicator of impairment is determined. In the event
that an area of interest is abandoned, or if, following
determination of an impairment indicator being present, the
Directors consider the expenditure to be of no value, accumulated
exploration costs are written off in the financial year in which
the decision is made. All expenditure incurred prior to approval of
an application is expensed, with the exception of refundable rent,
which is raised as a receivable.
Upon disposal, the difference between the fair value of
consideration receivable for exploration assets and the relevant
cost within non-current assets is recognised in the Income
Statement.
1.4.6 Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36
"Impairment of Assets" does not apply, are reviewed at the end of
each reporting period for impairment, when there is an indication
that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of the assets is the higher of the
assets' fair value less costs to sell and their value-in-use, which
is measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated
Statement of Comprehensive Income.
When there is a change in the estimates, used to determine the
recoverable amount, a subsequent increase in the recoverable amount
of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal
is recognised in profit or loss immediately, unless the asset is
carried at its revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
1.4.7 Share-Based Payments
Share Options
The Group operates equity-settled share-based payment
arrangements, whereby the fair value of services provided is
determined indirectly by reference to the fair value of the
instrument granted.
The fair value of options granted to Directors and others, in
respect of services provided, is recognised as an expense in the
Income Statement with a corresponding increase in equity reserves -
the share-based payment reserve until the award has been settled
and then make a transfer to share capital. On exercise or lapse of
share options, the proportion of the share-based payment reserve,
relevant to those options is retained in the share-based payment
reserve. On exercise, equity is also increased by the amount of the
proceeds received.
The fair value is measured at grant date and charged over the
vesting period during which the option becomes unconditional.
The fair value of options is calculated using the Black-Scholes
model, taking into account the terms and conditions upon which the
options were granted. The exercise price is fixed at the date of
grant.
Non-market conditions are performance conditions that are not
related to the market price of the entity's equity instruments.
They are not considered, when estimating the fair value of a
share-based payment. Where the vesting period is linked to a
non-market performance condition, the Group recognises the goods
and services it has acquired during the vesting period, based on
the best available estimate of the number of equity instruments
expected to vest. The estimate is reconsidered at each reporting
date, based on factors such as a shortened vesting period, and the
cumulative expense is "trued up" for both the change in the number
expected to vest and any change in the expected vesting period.
Market conditions are performance conditions that relate to the
market price of the entity's equity instruments. These conditions
are included in the estimate of the fair value of a share-based
payment. They are not taken into account for the purpose of
estimating the number of equity instruments that will vest. Where
the vesting period is linked to a market performance condition, the
Group estimates the expected vesting period. If the actual vesting
period is shorter than estimated, the charge is be accelerated in
the period that the entity delivers the cash or equity instruments
to the counterparty. When the vesting period is longer, the expense
is recognised over the originally estimated vesting period.
For other equity instruments, granted during the year (i.e.
other than share options), fair value is measured on the basis of
an observable market price.
Share Incentive Plan
Where the shares are granted to the employees under Share
Incentive Plan, the fair value of services provided is determined
indirectly by reference to the fair value of the free, partnership
and matching shares granted on the grant date. Fair value of shares
is measured on the basis of an observable market price, i.e. share
price as at grant date and is recognised as an expense in the
Income Statement on the date of the grant. For the partnership
shares, the charge is calculated as the excess of the mid-market
price on the date of grant over the employee's contribution.
1.4.8 Pension
The Group operates a defined contribution pension plan, which
requires contributions to be made to a separately administered
fund. Contributions to the defined contribution scheme are charged
to the profit and loss account as they become payable.
1.4.9 Finance Income/Expense
Finance income and expense is recognised as interest accrues,
using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating
the interest income over the relevant period, using the effective
interest rate, which is the rate that exactly discounts estimated
future cash receipts/re-payments through the expected life of the
financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.10 Financial Instruments
The Group classifies its financial assets into one of the
categories discussed below, depending on the purpose for which the
asset was acquired. Other than financial assets in a qualifying
hedging relationship, the Group's accounting policy for each
category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and
out-of-money derivatives, where the time value offsets the negative
intrinsic value. They are carried in the Statement of Financial
Position at fair value with changes in fair value recognised in the
Consolidated Statement of Comprehensive Income in the finance
income or expense line. Other than derivative financial
instruments, which are not designated as hedging instruments, the
Group does not have any assets held for trading nor does it
voluntarily classify any financial assets as being at fair value
through profit or loss.
Amortised Cost
These assets comprise the types of financial assets, where the
objective is to hold these assets in order to collect contractual
cash flows and the contractual cash flows are solely payments of
principal and interest. They are initially recognised at fair value
plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised
cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade
receivables are recognised, based on the simplified approach within
IFRS 9, using a provision matrix in the determination of the
lifetime expected credit losses. During this process, the
probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For the
receivables, which are reported net, such provisions are recorded
in a separate provision account, with the loss being recognised in
the consolidated statement of comprehensive income. On confirmation
that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated
provision.
Impairment provisions, for receivables from related parties and
loans to related parties, are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those, where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
The Group's financial assets measured at amortised cost comprise
trade and other receivables and cash and cash equivalents in the
Consolidated Statement of Financial Position. Cash and cash
equivalents include cash in hand, deposits held at call with banks,
other short term highly liquid investments with original maturities
of three months or less, and - for the purpose of the statement of
cash flows - bank overdrafts. Bank overdrafts are shown within
loans and borrowings in current liabilities on the Consolidated
Statement of Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and
unlisted entities, which are not accounted for as subsidiaries,
associates or jointly controlled entities. For those investments,
the Group has made an irrevocable election to classify the
investments at fair value through other comprehensive income rather
than through profit or loss as the Group considers this measurement
to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value
recognised in other comprehensive income and accumulated in the
fair value through other comprehensive income reserve. Upon
disposal any balance within fair value through other comprehensive
income reserve is reclassified directly to retained earnings and is
not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend
clearly represents a recovery of part of the cost of the
investment, in which case the full or partial amount of the
dividend is recorded against the associated investments carrying
amount.
Purchases and sales of financial assets, measured at fair value
through other comprehensive income, are recognised on settlement
date with any change in fair value between trade date and
settlement date being recognised in the fair value through other
comprehensive income reserve.
Financial Liabilities
The Group classifies its financial liabilities into one of two
categories, depending on the purpose for which the liability was
acquired:
Other Financial Liabilities
Other financial liabilities include:
-- Borrowings, which are initially recognised at fair value net
of any transaction costs, directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost, using the effective interest rate
method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability
carried in the Consolidated Statement of Financial Position. For
the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption as
well as any interest or coupon payable, while the liability is
outstanding.
-- Liability components of convertible loan notes are measured as described further below.
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost, using the effective interest method.
Fair Value Measurement
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
-- In the principal market for the asset or liability; or
-- In the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible
by the Group.
The fair value of an asset or a liability is measured, using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and, for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities, for which fair value is measured or
disclosed in the Financial Statements, are categorised within the
fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a
whole:
-- Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
-- Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable; and
-- Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the Financial
Statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value disclosures, the Group has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
More information is disclosed in Note 20.
1.4.11 Investments in the Company Accounts
Investments in subsidiary companies are classified as
non-current assets and included in the Statement of Financial
Position of the Company at cost at the date of acquisition less any
identified impairments.
For acquisitions of subsidiaries or associates achieved in
stages, the Company re-measures its previously held equity
interests in the acquiree at its acquisition-date fair value and
recognises the resulting gain or loss, if any, in profit or loss.
Any gains or losses, previously recognised in other comprehensive
income, are transferred to profit and loss.
Investments in associates and joint ventures are classified as
non-current assets and included in the Statement of Financial
Position of the Company at cost at the date of acquisition less any
identified impairment.
1.4.12 Share Capital
Financial instruments, issued by the Group, are classified as
equity only to the extent that they do not meet the definition of a
financial liability or financial asset. The Group's ordinary shares
are classified as equity instruments.
1.4.13 Convertible Debt
The proceeds, received on issue of the Group's convertible debt,
are allocated into their liability and equity components. The
amount, initially attributed to the debt component, equals the
discounted cash flows, using a market rate of interest that would
be payable on a similar debt instrument that does not include an
option to convert. Subsequently, the debt component is accounted
for as a financial liability, measured at amortised cost until
extinguished on conversion or maturity of the bond. The remainder
of the proceeds is allocated to the conversion option and is
recognised in the "Convertible debt option reserve" within
shareholders' equity, net of income tax effects.
1.4.14 Warrants
Derivative contracts, that only result in the delivery of a
fixed amount of cash or other financial assets for a fixed number
of an entity's own equity instruments, are classified as equity
instruments. Warrants, relating to equity finance and issued
together with ordinary shares placement, are valued by residual
method and treated as directly attributable transaction costs and
recorded as a reduction of share premium account, based on the fair
value of the warrants. Warrants, classified as equity instruments,
are not subsequently re-measured (i.e., subsequent changes in fair
value are not recognised). On expiry or lapse of such instruments,
the fair value of the instruments in question is retained in the
warrant reserve and is not transferred to retained earnings.
1.4.15 Segment Reporting
Operating segments are reported in a manner consistent with the
internal reporting, provided to the chief operating decision-maker
as required by IFRS 8 "Operating Segments". The chief operating
decision-maker, responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
Board of Directors. The accounting policies of the reportable
segments are consistent with the accounting policies of the Group
as a whole. Segment profit/(loss) represents the profit/(loss)
earned by each segment without allocation of foreign exchange gains
or losses, investment income, interest payable and tax. This is the
measure of profit that is reported to the Board of Directors for
the purpose of resource allocation and the assessment of segment
performance. When assessing segment performance and considering the
allocation of resources, the Board of Directors review information
about segment non-current assets. For this purpose, all non-current
assets are allocated to reportable segments.
1.4.16 Leases
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a duration of 12 months or less.
IFRS 16 was adopted 1 June 2019 without restatement of
comparative figures.
On initial recognition, the carrying value of the lease
liability also includes:
-- amounts expected to be payable under any residual value guarantee;
-- the exercise price of any purchase option granted in favour
of the Group if it is reasonably certain to assess that option;
-- any penalties payable for terminating the lease if the term
of the lease has been estimated on the basis of termination option
being exercised.
Lease liabilities are subsequently measured at the present value
of the contractual payments due to the lessor over the lease
term.
Right of use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received and
increased for:
-- lease payments made at or before commencement of the lease;
-- initial direct costs incurred; and
-- the amount of any provision recognised, where the Group is
contractually required to dismantle, remove or restore the leased
asset.
1.4.17 Asset Acquisitions
Acquisitions of mineral exploration licences through the
acquisition of non-operational corporate structures that do not
represent a business, and therefore do not meet the definition of a
business combination, are accounted for as the acquisition of an
asset.
The consideration for the asset is allocated to the assets based
on their relative fair values at the date of acquisition.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated.
1.5 Significant Accounting Judgements, Estimates and
Assumptions
The preparation of the Group's Consolidated Financial
Statements, requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities at the end of the reporting period. However,
uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount
of the asset or liability affected in future periods.
Significant Judgements and Accounting Estimates
In the process of applying the Group's accounting policies,
management has made the following judgements and estimates, which
have the most significant effect on the amounts recognised in the
Consolidated Financial Statements:
Impairment of Investments in Associates and Joint Ventures
The carrying amount of investments in joint ventures is tested
for impairment annually and this process is considered to be key
judgement along with determining whenever events or changes in
circumstances indicate that the carrying amounts for those assets
may not be recoverable.
The continued progress at the Mambare nickel/cobalt project
during the year, when considered alongside the continued strength
in nickel prices, have encouraged the Board to continue to hold the
value of its stake in the Mambare joint venture at the previous
valuation of GBP1.65 million alongside a GBP1.5 million receivable.
The Company believes that the carrying values reflect the sizeable
JORC resource and work done to date as well as the potential to
progress the project to a mining license and Direct Shipping Ore
"DSO" production in 2023 and beyond. The Company has assessed the
viability of the project, given current and expected nickel prices
and the anticipated cost of a DSO operation, and believes the
project can be successfully taken into production in the mid-term
with a mining lease application already at a very advanced stage
with the PNG mining authorities. The Board further believes that
the likelihood of recovery of the receivable has remained firm over
the past 12-24 months due to the progress made on the JV, and that
full repayment of this figure is likely through either a disposal
and trade sale prior to production or through dividends once the
project begins shipping ore if not beforehand.
The Company, following a desktop study that broadened the scope
of the project to include nickel as well as vanadium, believes that
continuing to hold the Dempster asset at cost is a prudent decision
pending further developments at the project in Canada.
On 18 October 2021, the Company completed the acquisition of
Australian registered Niugini Nickel Pty Ltd ("Niugini Nickel"),
which owns 100% of the Wowo Gap nickel-cobalt project in Papua New
Guinea. Consideration for the acquisition was the release of all
liabilities and obligations in connection with its AUD 4.7m senior
debt position held in the vendor, Resource Mining Corporation
Limited ("RMI"), which the Company had acquired for GBP987,000.
Additional legal costs associated with the acquisition of Niugini
Nickel bring the total cost of acquisition to GBP1.014m, which
forms the fair value of acquisition as detailed in note 22.
During the prior year, The Company acquired a 40% interest in
ARL 021, which gave it partial ownership of the Tring Road gas
peaker plant. During the year, the Company has carried out funding
and sale efforts, which have resulted in the Company impairing this
investment by 100% of its carrying value. The Company has further
decided to write-off its existing investment in Weirs Drove
Development, owner of the Burwell Energy Storage project, as the
project is currently working through potential delays relating to
grid congestion and potential network upgrades in the area. While
the Burwell project may successfully progress to financial close,
there remains uncertainty around the timeframe in which this is
likely to occur.
The Company has also made judgements in respect of the success
of licence renewals on the core battery metal projects.
Impairment of Investments in and loans to Subsidiaries
The carrying amount of investments in and loans made to
subsidiaries is tested for impairment annually and this process is
considered to be key judgement along with determining whenever
events or changes in circumstances indicate that the carrying
amounts for those assets may not be recoverable.
During the year, loans to Wiers Drove Developments totalling
GBP28,471 and to Flexible Grid Solutions totalling GBP71,526 have
been impaired pending progress on the Burwell battery storage
project and determination of the recoverability of these loan
balances. Amounts receivable from Flexible Grid Solutions totalling
GBP50,000 remains unimpaired as this amount is backed by funds
deposited against the future grid connection for the Burwell
battery storage project which are refundable in the event that the
project is cancelled.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with
employees and the issuance of warrants to investors by reference to
the fair value of the equity instruments at the date at which they
are granted. The fair value of share options and warrants is
determined using the Black-Scholes model and the estimates used
within this model are disclosed in Note 18 .
Valuation of a receivable from Oro Nickel JV
The Directors believe that the receivable from the Oro Nickel
Joint Venture will be fully recoverable in light of the project's
ongoing progress towards a mining lease, supporting a shipping ore
operation at the site. Progress has been made on the mining lease
application during the course of the year end. While the existing
exploration licenses remain under renewal at the year, the Company
and the joint venture partners believe there remains a high
likelihood of renewal, given ongoing dialogue with the PNG
authorities, and would expect to have these renewed independently
of any outcome of the mining lease application.
2. Segmental Analysis
Once the Group's main focus of operations becomes production of
battery metal mineral resources or flexible production and storage
of energy, the nature of management information, examined by the
Board, will alter to reflect the need to monitor revenues, margins,
overheads and trade balances as well as cash.
IFRS 8 requires the reporting of information about the revenues
derived from the various areas of activity and the countries in
which revenue is earned regardless of whether this information is
used in by management in making operating decisions. Management
determined that the most useful presentation of revenues and
expenses came from an analysis by operational type as opposed to
geographic representation due to the similar nature of the revenues
and expenses when grouped in these categories.
Flexible Grid Corporate
Solutions and
Battery Metals (UK) unallocated Total
Year to 30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- -------------- ------------- ------------ --------
Revenue - - - -
Management services - - 23 23
Project expenses (82) (9) - (91)
Exploration expenses - - - -
Administrative expenses (92) (66) (1,060) (1,218)
Currency (loss)/gain 1 - - 1
Share of profits in joint ventures (3) - - (3)
Impairment of receivables - - (61) (61)
Impairment of property, plant
and equipment - - (67) (67)
Impairment of Joint venture projects - (488) - (488)
Finance cost - net - - (224) (224)
------------------------------------- -------------- ------------- ------------ --------
Net loss before tax from continuing
operations (176) (563) (1,389) (2,128)
------------------------------------- -------------- ------------- ------------ --------
Flexible Grid Corporate
Solutions and
Battery Metals (UK) unallocated Total
Year to 30 June 2021 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- -------------- ------------- ------------ --------
Revenue - - - -
Project expenses - (121) - (121)
Administrative expenses - - (1,014) (1,014)
Impairment of goodwill - (25) - (25)
Share of profits in joint ventures (6) - - (6)
Loss on sale of financial instruments
FVTPL - - (5) (5)
Other income - - 9 9
-------------------------------------- -------------- ------------- ------------ --------
Finance cost - net - - (65) (65)
-------------------------------------- -------------- ------------- ------------ --------
Net loss before tax from continuing
operations (6) (146) (1,075) (1,227)
-------------------------------------- -------------- ------------- ------------ --------
Information by Geographical Area
Presented below is certain information by the geographical area
of the Group's activities. Investment sales revenue and exploration
property sales revenue are allocated to the location of the asset
sold.
Papua
UK Australia New Guinea USA Canada Total
Year to 30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Revenue 23 - - - - 23
Total segment revenue and
other gains 23 - - - - 23
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Non-current assets
Investments in associates
and joint ventures - - 1,650 - 338 1,988
Goodwill - - - - - -
Property, plant and equipment 1 - 51 - - 52
Exploration & evaluation
assets - - 1,026 - - 1,026
Receivable from a joint
venture - - 1,502 - - 1,502
Purchased debt - - - - - -
FVTOCI financial instruments 1 - - - - 1
Total segment non-current
assets 2 - 4,229 - 338 4,569
------------------------------ ---------- --------- ----------- --------- -------- ------------------
Papua
UK Australia New Guinea USA Canada Total
Year to 30 June 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ----------- ----------- ----------- ----------- ----------- ------------------
Revenue - - - - - -
Total segment revenue and
other gains - - - - - -
------------------------------ ----------- ----------- ----------- ----------- ----------- ------------------
Non-current assets
Investments in associates
and joint ventures 472 - 1,654 - 326 2,452
Goodwill - - - - - -
Property, plant and equipment 62 - - - - 62
Receivable from a joint
venture 12 - 1,349 - - 1,351
Purchased debt - - 987 - - 987
FVTOCI financial instruments - - - - 7 7
Total segment non-current
assets 546 - 3,990 - 333 4,869
------------------------------ ----------- ----------- ----------- ----------- ----------- ------------------
3. Loss on Ordinary Activities Before Taxation
2022 2021
Group GBP'000 GBP'000
------------------------------------------------------ -------- --------
Loss on ordinary activities before taxation is stated
after charging:
Auditor's remuneration:
- fees payable to the Company's auditor for the audit
of consolidated and Company Financial Statements 33 30
Directors' emoluments (Note 8 ) 496 449
------------------------------------------------------ -------- --------
4. Administrative Expenses
Group Group Company Company
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- -------- -------- -------- --------
Staff costs
Payroll 514 453 514 465
Pension 20 31 20 19
Share-based payments 39 - 39 -
Consultants - - - -
Staff Welfare 8 2 8 1
Employers NI 53 50 53 50
Professional services
Accounting 94 67 70 65
Legal 46 33 4 33
Business development 3 25 3 2
Marketing & Investor relations 25 108 25 100
Funding costs 21 - 21 -
Other 111 - 25 -
Regulatory compliance 116 127 115 127
Travel 14 7 13 4
Office and Admin
General 35 21 32 22
IT costs 12 46 12 45
Rent 14 16 14 16
Insurance 93 28 91 28
-------------------------------------- -------- -------- -------- --------
Total administrative expenses 1,218 1,014 1,059 978
-------------------------------------- -------- -------- -------- --------
5. Finance Costs, Net
2022 2021
Group GBP'000 GBP'000
--------------------------------- -------- --------
Interest expense (154) (65)
Share based payments - investors (70) -
(224) (65)
--------------------------------- -------- --------
6. Taxation
2022 2021
GBP'000 GBP'000
------------------------------------------------------- -------- --------
Current period transaction of the Group
UK corporation tax at 19.00% (2021: 19.00%) on profits
for the period - -
Deferred tax
Origination and reversal of temporary differences - -
Deferred tax assets derecognised - -
------------------------------------------------------- -------- --------
Tax (credit) - -
------------------------------------------------------- -------- --------
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (2,128) (1,227)
------------------------------------------------------- -------- --------
Loss on ordinary activities at the average UK standard
rate of 19% (2021: 19.00%) (404) (233)
Effect of non-deductible expense 22 37
Effect of tax benefit of losses carried forward 382 196
Tax losses brought forward - -
Current tax (credit) - -
------------------------------------------------------- -------- --------
Deferred tax amounting to GBPnil (2021: GBPnil), relating to the
Group's investments was recognised in the Statement of
Comprehensive Income. No deferred tax charge has been recognised
due to uncertainty as to the timing of future profitability of the
Group. Unutilised trading losses are estimated at circa GBP3,663
thousand (2021: GBP3,281) and capital losses estimated circa GBPnil
(2021: GBPnil).
7. Staff Costs
The aggregate employment costs of staff for the Group (including
Directors) for the year was:
2022 2021
GBP'000 GBP'000
----------------------------------------- -------- --------
Wages and salaries 514 453
Pension 20 31
Social security costs, net of allowances 53 50
Medical costs 8 2
Employee share-based payment charge 39 -
----------------------------------------- -------- --------
Total staff costs 634 536
----------------------------------------- -------- --------
The average number of Group employees (including Directors)
during the year was:
2022 2021
Number Number
--------------- -------- -------
Directors 4 4
Administration 1 1
5 5
------------------------ -------
During the year, for all Directors and employees, who have been
employed for more than three months, the Company contributed to a
defined contributions pension scheme as described under Directors'
remuneration in the Directors' Report and a Share Incentive Plan
("SIP") as described under Management incentives in the Directors'
Report.
All emoluments presented for current and comparative years,
except for pension, are short-term in nature.
8. Directors' Emoluments
Directors' Consultancy Share Incentive Pension Short term
fees fees Bonus Plan contributions benefits Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ----------- --------- --------------- --------------- ---------- --------
Executive Directors
J Parsons* 152 - 30 - 10 - 192
S Kaintz 175 - 35 7 16 3 236
Non-executive Directors
E Ainsworth 40 - - - - - 40
H Bellingham 28 - - - - - 28
395 - 65 7 26 3 496
------------------------ ---------- ----------- --------- --------------- --------------- ---------- --------
Short
Directors' Consultancy Share Incentive Pension term
fees fees Bonus Plan contributions benefits Total
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ----------- --------- --------------- --------------- --------- --------
Executive Directors
J Parsons* 146 - 14 - 12 - 172
S Kaintz 175 - 15 7 15 2 214
------------------------ ---------- ----------- --------- --------------- --------------- --------- --------
Non-executive Directors
N Burton 23 - - - - - 23
E Ainsworth 30 10 - - - - 40
374 10 29 7 27 2 449
------------------------ ---------- ----------- --------- --------------- --------------- --------- --------
* Includes 8% pension contribution paid in cash as a part of
gross salary.
The number of Directors, who exercised share options in year,
was nil (2021: nil).
During the year, the Company contributed to a Share Incentive
Plan, more fully described in the Directors' Report where shares
were issued to each employee, including Directors, making a total
of 896,549 (2021: 1,116,994) partnership and matching shares. Those
shares were issued in relation to services provided by those
employees during the reporting year.
The Company also operates a contributory pension scheme, more
fully described in the Directors' Report in the section Directors'
Remuneration.
During the year, the following options were granted to the
Directors of the Company with a total FV charge to the profit for
the year of GBP15,829. No options were granted in the prior
year.
Exercise price
2022 Number of Options (pence) Grant date Expiry date
------------------------ ----------------- ---------------- ----------- ----------------
Executive Directors
28 February
J Parsons 6,547,197 1.7p 2022 27 February 2027
28 February
S Kaintz 6,547,197 1.7p 2022 27 February 2027
Non-executive Directors
28 February
E Ainsworth 2,805,942 1.7p 2022 27 February 2027
28 February
H Bellingham 2,805,942 1.7p 2022 27 February 2027
9. Earnings per Share
The basic earnings/(loss) per share is derived by dividing the
loss for the year attributable to ordinary shareholders of the
Parent by the weighted average number of shares in issue. Diluted
earnings/(loss) per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Parent by the
weighted average number of shares in issue plus the weighted
average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary
shares.
2022 2021
Loss attributable to equity holders
of the Parent Company, GBP'000 (2,128) (1,227)
Weighted average number of ordinary
shares of GBP0.0001 in issue, used for
basic EPS, 401,737,832 279,406,266
------------- -----------------
Earnings per share - basic, pence (0.5) (0.4)
------------- -----------------
Earnings per share - fully diluted,
pence (0.5) (0.4)
------------- -----------------
At 30 June 2022 and at 30 June 2021, the effect of all the instruments
in issue is anti-dilutive as it would lead to a further reduction
of loss per share, therefore, they were not included into the diluted
loss per share calculation.
Options and warrants with conditions not met at the end of the period,
that could potentially dilute basic EPS in the future, but were not
included in the calculation of diluted EPS for the periods presented:
2022 2021
(a) Share options granted to employees
- total, of them 26,783,412 6,212,534
* Vested at the end of reporting period 96,000 122,900
* Not vested at the end of the reporting period 26,687,412 6,089,634
(b) Number of warrants in issue 171,999,329 170,399,328
------------ -----------------
Total number of contingently issuable
shares that could potentially dilute basic
earnings per share in future and anti-dilutive
potential ordinary shares that were not
included into the fully diluted EPS calculation 198,782,741 182,824,396
------------ -----------------
There were no ordinary share transactions after 30 June 2022,
that that could have changed the EPS calculations significantly if
those transactions had occurred before the end of the reporting
period.
10. Investments in Subsidiaries and Goodwill
Investments Investments Goodwill Goodwill
in subsidiaries in subsidiaries 2022 2021
2022 2021 GBP'000 GBP'000
Company GBP GBP
----------------------------------- ---------------- ---------------- -------- --------
Cost
At 1 July 2020 and 1 July 2021 - - 131 131
Additions (Note 22) 1,014 - - -
----------------------------------- ---------------- ---------------- -------- --------
At 30 June 2022 and 30 June 2021 1,014 - 131 131
----------------------------------- ---------------- ---------------- -------- --------
Impairment
At 1 30 June 2022 and 30 June 2021 - - (131) (131)
----------------------------------- ---------------- ---------------- -------- --------
Net book amount at 30 June 2022 1,014 - - -
----------------------------------- ---------------- ---------------- -------- --------
Net book amount at 30 June 2021 - - - -
----------------------------------- ---------------- ---------------- -------- --------
The Parent Company of the Group holds more than 50% of the share
capital of the following companies, the results of which are
consolidated:
Proportion
Country of held by Nature of
Company Name registration Class Group business
------------------------------ ------------- -------- ---------- -------------------
Corcel Australasia Pty
Limited Australia Ordinary 100% Mineral exploration
Niugini Nickel Pty Ltd Australia Ordinary 100% Mineral exploration
Flexible Grid Solutions
Limited (former ESTEQ
Limited) UK Ordinary 100% Holding company
Flexible Grid One Limited
(former Allied Energy Energy storage
Services Ltd (indirectly and trading and
owned through ESTEQ Limited)) UK Ordinary 100% grid backup
Weirs Drove Development
Limited UK Ordinary 100% Energy storage
------------------------------ ------------- -------- ---------- -------------------
Corcel Australasia Pty Limited and Niugini Nickel Pty Ltd
registered office is c/o Paragon Consultants PTY Ltd, PO Box 903,
Claremont WA, 6910, Australia.
Flexible Grid Solutions Limited registered office is Salisbury
House, London Wall, London EC2M 5PS, United Kingdom.
Flexible Grid One Limited registered office is Salisbury House,
London Wall, London EC2M 5PS, United Kingdom.
Weirs Drove Development Limited registered office is 20-22
Wenlock Road, London N1 7GU, United Kingdom.
Flexible Grid One Limited (FGO) (former Allied Energy Services
Ltd (indirectly owned through Flexible Grid Solutions Limited))
On 10 November 2017, Corcel formed a 100% owned subsidiary,
Flexible Grid Solutions Limited, to act as the vehicle for
development of opportunities in the battery and energy storage
technology sector across the UK. On 15 March 2018, Flexible Grid
Solutions Limited committed to investing up to GBP250,000 into
Flexible Grid One Limited, representing an 80% interest in that
entity. Non-controlling shareholders brought with them a
development pipeline, including land rights and connections for
combined battery and gas and anaerobic digestion generation plants
to be constructed and operated across the UK. On 3 January 2020,
the Company announced the completion of a buy-out of the 20%
minority shareholders in Flexible Grid One Limited through the
issuance of 2,461,538 new ordinary shares in the Company. The
investment in Flexible Grid One Limited was subsequently written
off in the year ended 30 June 2020.
Weirs Drove Development Limited (indirectly owned through
Flexible Grid Solutions Limited)
On 19 June 2020, the Company announced an investment acquiring a
50% stake in Weirs Drove Development Limited, a developer of UK
based energy storage and flexible production projects. The cost of
the transaction was an initial investment and directly attributable
acquisitions costs, totalling GBP37,750, with the agreement to
extend a further GBP100,000, following the project meeting all
shovel ready criteria. At year end, these conditions had not been
met and so the Company has impaired the value of the project to
GBPnil, pending further developments. Goodwill in the amount of
GBP25,250 was recognised in relation to this acquisition and
subsequently impaired to GBPnil as at 30 June 2022.
On 1 December 2020, the Company announced the acquisition of the
remaining 50% interest in Weirs Drove Development Limited, thereby
becoming the 100% owner of the Burwell project for consideration of
GBP90,000. This total potential consideration was broken down into
GBP15,000 payable in cash and GBP75,000 payable in new Corcel
ordinary shares due at financial close of the initial 50MW of
capacity of the Burwell project.
11. Investments in Associates and Joint Ventures
Group Company
Carrying balance GBP'000 GBP'000
-------------------------------------- ------------------------- ----------------------
At 1 July 2020 1,947 2,067
Additions 439 439
Share of loss in joint venture (6) (6)
Impairment of investment in associate - -
At 30 June 2021 2,380 2,500
Additions 11 12
Share of loss in joint venture (3) -
Impairment of investment in associate (400) (400)
Net book amount at 30 June 2022 1,988 2,112
-------------------------------------- ------------------------- ----------------------
At 30 June 2022, the Parent Company of the Group had a
significant influence by virtue other than a shareholding of over
20% or had joint control through a joint venture contractual
arrangement in the following companies:
Proportion Proportion
held held
by by Status
Country Group Group at
of at 30 at 30 30 June Accounting
Company Name registration Class June 2022 June 2021 2021 year end
-------------------------------- -------------- --------- ---------- ---------- --------- ------------
Direct
Oro Nickel Ltd (Held indirectly
through
Oro Nickel Vanuatu) (Joint Papua
Venture) New Guinea Ordinary 41% 41% Active 30 June 2022
DVY196 Holdings Corp (Joint
Venture) UK Ordinary 50% 50% Active 30 Sept 2022
ARL 021 Limited (Associate) UK Ordinary 40% 40% Active 31 July 2022
-------------------------------- -------------- --------- ---------- ---------- --------- ------------
Oro Nickel Ltd registered office is c/o Sinton Spence Chartered
Accountants, 2(nd) Floor, Brian Bell Plaza, Turumu Street, Boroko,
National Capital District, Papua New Guinea.
DVY196 Holdings Corp registered office is 3081 3(rd) Avenue,
Whitehorse, Yukon, Canada Y1A 4Z7.
ARL 021 Limited registered office is 70 Jermyn Street, London,
UK SW1Y 6NY
Summarised financial information for the Company's associates
and joint ventures, where available, is given below for the year as
at 30 June 2022:
Revenue Loss Assets Liabilities Net Assets
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- -------- ----------- ----------
Oro Nickel Ltd - (8) 4,467 (3,797) 670
DVY196 Holdings Corp 5 6 5 8 (3)
ARL 021 Limited - - 400 - 400
--------------------- -------- -------- -------- ----------- ----------
Oro Nickel DVY196 ARL 021 Total Group
Carrying balance GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ---------- ------------------------- -------------------------- -----------
At 1 July 2021 1,654 326 400 2,380
Additions - 11 - 11
Share of loss in joint
venture (3) - - (3)
Impairment - - (400) (400)
Net book amount at 30
June 2022 1,651 337 - 1,988
------------------------ ---------- ------------------------- -------------------------- -----------
12. Financial Instruments with Fair Value through Other
Comprehensive Income (FVTOCI)
30 June 30 June 2021 30 June 30 June
2022 Group 2022 2021
Group GBP'000 Company Company
GBP'000 GBP'000 GBP'000
--- ------------------------------------ -------------- ------------- --------- -----------
FVTOCI financial instruments
at the beginning of the period 7 4 7 4
Transferred from Available-for-sale - - - -
category
Additions - - - -
Disposals - - - -
Revaluations and impairment (6) 3 (6) 3
---------------------------------------- ---- --------- ------------- --------- ---------
FVTOCI financial assets at
the end of the period 1 7 1 7
---------------------------------------- ---- --------- ------------- --------- ---------
Market Value of Investments
The market value as at 30 June 2022 of the investments',
available for sale listed and unlisted investments, was as
follows:
30 June 2022 30 June 2021 30 June 2022 30 June 2021
Group Group Company Company
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------------ ------------ ------------ ------------
Quoted on other foreign stock
exchanges 1 7 1 7
At 30 June 1 7 1 7
----------------------------- ------------ ------------ ------------ ------------
13. Financial instruments with Fair Value through Profit and
Loss (FVTPL)
30 June 2022 30 June 2021 30 June 30 June
Group Group 2022 2021
GBP GBP Company Company
GBP GBP
---------------------------------- ------------- ------------- --------- ---------
FVTPL financial instruments
at the beginning of the period 72 5 72 -
Additions - 72 - 72
Disposals - (5) - -
Revaluations (72) - (72) -
---------------------------------- ------------- ------------- --------- ---------
FVTPL financial assets at
the end of the period (audited) - 72 - 72
---------------------------------- ------------- ------------- --------- ---------
14. Trade and Other Receivables
Group Company
------------
2022 2021 2022 2021
GBP GBP GBP GBP
----------------------------------------- ----- ----- ----- -----
Non-current
Amounts owed by Group undertakings - - 278 17
Purchased debt - - - -
Amounts owed by related parties
- due from associates and joint ventures 1,502 1,362 1,502 1,362
----------------------------------------- ----- ----- ----- -----
Total non-current 1,502 1,362 1,780 1,379
----------------------------------------- ----- ----- ----- -----
Current
Sundry debtors 130 142 116 76
Prepayments 147 86 141 86
Purchased debt - 987 - 987
Amounts owed by related parties
- due from key management - - - -
Total current 277 1,215 257 1,149
----------------------------------------- ----- ----- ----- -----
Sundry debtors include a balance of:
-- GBP12,630 (2021: GBPnil) owing to Red Rock Resources Plc, a
related party entity as a result of having a common Director;
-- GBP48,493 (2021: GBP33,733) owing to Curzon Energy Plc, a
related party entity as a result of having a common Director.
Debt Purchased from Resource Mining Corporation Limited
On 7 April 2020, the Company completed the acquisition of a AUD
1.7m (GBP907,000) debt position in ASX listed Resource Mining
Corporation Limited for consideration of GBP178,096 and 13,288,982
new ordinary shares of Corcel. The Company's share price on the
date of transaction was GBP0.011. For this consideration, the
Company also acquired a six-month option to buy the balance of
Resource Mining Corporation Limited debt for the same proportional
term, AUD 640,000 in cash and 23,711,018 new ordinary shares in
Corcel. The option was exercised, for more details please see Note
25.
On 28 October 2020, the Company has also exercised the 6-month
option to purchase the remaining RMI debt of AUD 3.05 million for
consideration of 23,711,018 new ordinary shares and AUD 640,000 in
cash (GBP355,259), which represents a similar discount to the
initial acquisition. All the loan notes are interest free and
unsecured.
Directly attributable transactions costs were also included in
the carrying value of the debt, bringing the total of the debt
value to GBP987,121 on 30 June 2021.
On 18 October 2021, the entirety of the above debt was forgiven
in consideration for the acquisition of the entire share capital of
Niugini Nickel Pty, Ltd from Resource Mining Corporation Limited
("Niugini Nickel"). The Prior year carrying value of the debt of
GBP987,121, along with certain cash transaction costs totalling
GBP26,180, have formed the base cost of the acquisition of Niugini
Nickel. See note 22 for further details.
15. Trade and Other Payables
Group Company
------------ ------------
2022 2021 2022 2021
GBP GBP GBP GBP
------------------------------------- ----- ----- ----- -----
Trade and other payables 191 202 209 176
Amounts due to related parties:
* due to Red Rock Resources plc 10 - 10 -
Accruals 123 35 104 35
Trade and other payables 325 237 322 211
Borrowings (note 21 ) 1,423 883 1,423 883
------------------------------------- ----- ----- ----- -----
Total 1,747 1,120 1,745 1,094
------------------------------------- ----- ----- ----- -----
Trade and other payables, include a balance of GBP10,202 (2021:
GBPnil), owing to Red Rock Resources Plc, a related party entity as
a result of having common Directors.
Short Term Borrowings Maturity
2022 2021
GBP'000 GBP'000
--------------------------- -------- --------
31 October 2022 778 -
23 June 2023 645 -
Due by 30 December 2021 - 818
Due by 28 April 2022 - 65
Total long-term borrowings 1,423 883
--------------------------- -------- --------
C4 Energy Notes - YA PN II - Riverfort
During the year, GBP100,000 of principal was repaid by the
Company in cash and GBP128,586 of the principal was converted into
ordinary shares of the Company .
On 31 October 2022, after the year end, the Company announced
that it had made a GBP150,000 repayment to the lenders of corporate
debt originally due 31 October 2022, with the balance of GBP627,600
now due 31 March 2023.
More details on all the borrowing are given in Note 23.
16. Reserves
Share Premium
The share premium account represents the excess of consideration
received for shares issued above their nominal value net of
transaction costs.
Shares to be Issued
The shares to be issued account represents the share capital
that has been committed to be issued in settlement of the
consideration for the acquisition of the remaining 50% interest in
Wiers Drove Developments limited in December 2020. See note 17
below for more details.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses
that have arisen on the retranslation of overseas operations.
Retained Earnings
Retained earnings represent the cumulative profit and loss net
of distributions to owners.
FVTOCI Revaluation Reserve
The fair value through other comprehensive income (FVTOCI)
reserve represents the cumulative revaluation gains and losses in
respect of FVTOCI investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge
for options granted, still outstanding and not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for
warrants granted, still outstanding and not exercised.
17. Share Capital, Share Premium and Shares to be Issued of the
Company
The share capital of the Company is as follows:
2022 2021
Authorised, issued and fully paid GBP'000 GBP'000
-------------------------------------------------------------- --------- ---------- ---------------
440,878,295 ordinary shares of GBP0.0001 each
(2021: 384,787,602) 44 38
1,788,918,926 deferred shares of GBP0.0009 each 1,610 1,610
2,497,434,980 A deferred shares of GBP0.000095
each 237 237
8,687,335,200 B Deferred shares of GBP0.000099
each 860 860
-------------------------------------------------------------- --------- ---------- ---------------
As at 30 June 2,751 2,745
-------------------------------------------------------------- --------- ----------
Nominal, Share Premium
Movement in ordinary shares Number GBP
---------------------------------------------------------- ------------- ---------- -----------------
As at 30 June 2020 - ordinary shares of GBP0.0001
each 189,910,596 18,991 23,031,649
---------------------------------------------------------- ------------- ---------- -----------------
Issued on 26 Oct 2020 at GBP0.0100 per share
(cash) 75,000,000 7,500 742,500
Share issuance costs in relation to shares
issued on 26 Oct 2020 - - (45,000)
Issued on 26 Oct 2020 at GBP0.0100 per share
(non cash creditor settlement) 3,000,000 300 29,700
Issued on 26 Oct 2020 37,500,000 investor warrants
issued at time of fundraise - - (210,000)
Issued on 28 Oct 2020 at GBP0.0098 per share
(RMI debt acquisition) 23,711,018 2,371 229,997
Issued on 17 Feb 2021 at GBP0.0125 per share
(non-cash, creditor settlement 2,880,000 288 35,712
* Issued on 17 Feb 2021 51,200,000 investor warrants
issued at time of fundraise - - (276,480)
* Issued on 17 Feb 2021 23,000,000 investor warrants
issued at time of fundraise - - (230,769)
Share issuance costs in relation to shares
issued on 17 Feb 2021 - - (9,000)
Issued on 18 Feb 2021 at GBP0.0125 per share
(cash) 24,000,000 2,400 297,600
Issued on 18 Feb 2021 at GBP0.0125 per share
(non cash creditor settlement) 2,880,000 288 19,713
Issued on 15 Apr 2021 at GBP0.0160 per share
(cash, warrants exercised) 8,500,000 850 135,150
Issued on 20 Apr 2021 at GBP0.0160 per share
(cash, warrants exercised) 500,000 50 7,950
Issued on 20 Apr 2021 at GBP0.0160 per share
(cash, warrants exercised) 12,639,750 1,264 200,972
Issued on 22 Apr 2021 at GBP0.0160 per share
(cash, warrants exercised) 2,500,000 250 39,750
Issued on 10 May 2021 at GBP0.0200 per share
(non-cash, Tring Road interest) 12,026,168 1,203 248,797
Issued on 12 May 2021 25,000,000 investor warrants
issued at time of fundraise - - (150,000)
Issued on 12 May 2021 20,000,000 investor warrants
issued at time of fundraise - - (240,000)
Issued on 12 May 2021 at GBP0.0130 per share
(non-cash creditor settlement) 23,076,924 2,308 277,692
Issued on 12 May 2021 at GBP0.0001 per share
(non- cash creditor settlement) 1,846,152 185 1,656
Issued on 12 May 2021 at GBP0.0200 per share
(non- cash interest settlement) 1,200,000 120 23,880
Issued on 12 May 2021 at GBP0.0001 per share
(non- cash SIP) 1,116,994 112 -
---------------------------------------------------------- ------------- ---------- -----------------
As at 30 June 2021 - ordinary shares of GBP0.0100
each 384,787,602 38,480 24,161,469
---------------------------------------------------------- ------------- ---------- -----------------
Issued on 21 February 2022 at GBP0.015 per
share (non cash creditor settlement) 7,200,000 720 107,280
Issued on 28 February 2022 at GBP0.015 per
share (non cash conversion of debt) 8,572,400 857 127,729
Issued on 16 March 2022 at GBP0.015 per share
(cash placing) 25,793,332 2,579 384,321
Share issue costs in relation to shares issued
on 16 March 2022 - - (48,250)
Issued on 16 March 2022 at GBP0.015 per share
(non cash conversion of debt) 11,333,333 1,133 168,867
Issued on 4 April 2022 at GBP0.01525 per share
(cash placing) 2,295,080 230 34,770
Issued on 5 April 2022 at GBP0.0145 per share
(non- cash SIP) 496,550 50 14,288
Issued on 5 April 2022 at GBP0.0135 per share
(non- cash SIP) 399,999 40 10,710
---------------------------------------------------------- ------------- ---------- -----------------
As at 30 June 2022 - ordinary shares of GBP0.0100
each 440,878,296 44,089 24,961,184
---------------------------------------------------------- ------------- ---------- -----------------
The Company's share capital consists of three classes of shares,
being:
-- Ordinary shares with a nominal value of GBP0.0001, which are
the company's listed securities;
-- Deferred shares with a nominal value of GBP0.0009;
-- A Deferred shares with a nominal value of GBP0.000095;
-- B Deferred share with a nominal value of GBP0.000099
Subject to the provisions of the Companies Act 2006, the
deferred shares may be cancelled by the Company, or bought back for
GBP1 and then cancelled. These deferred shares are not quoted and
carry no rights whatsoever.
Shares to be Issued
On 1 December, 2020 the Company acquired the remaining 50%
interests in WDD for potential consideration of GBP90,000, payable
in GBP15,000 in cash and GBP75,000 in new ordinary shares. The
GBP75,000 consideration, payable in shares, is dependant on the
financial close of the initial 50MW of capacity of the Burwell
Project. Financial close is defined as having a fully funded SPV to
take the project forward to operational capacity or any potential
disposal or sale. As at 30 June 2022, these consideration had not
been met and as such GBP75,000 remains in shares to be issued.
Warrants
At 30 June 2022, the Company had 171,999,329 warrants in issue
(2021: 170,399,328) with exercise prices ranging GBP0.01245-GBP0.60
(2021: GBP0.01245-GBP0.60). Out of those, nil (2021: 3,999,999)
have market performance conditions that accelerate the expiry date.
The weighted average remaining life of the warrants at 30 June 2022
was 406 days (2021: 695 days).
Details related to valuation of all warrants are disclosed
below.
Group and Company 2022 2021
number of number of
warrants warrants
Outstanding at the beginning of the period 170,399,328 60,839,078
Granted during the period 33,800,000 156,776,923
Exercised during the period - (47,216,673)
Lapsed during the period (32,199,999) -
------------------------------------------- ------------ ------------
Outstanding at the end of the period 171,999,329 170,399,328
------------------------------------------- ------------ ------------
At 30 June 2022, the Company had the following warrants to
subscribe for shares in issue:
Grant date Expiry date Warrant exercise Number of post consolidation
price warrants
14 Jan 2019 12 Dec 2022 GBP0.60 915,873
17 July 2019 1 July 2024 GBP0.25 200,000
31 Jan 2020 30 Jan 2023 GBP0.0285 438,596
7 Apr 2020 6 Apr 2023 GBP0.01245 4,909,610
7 Apr 2020 6 Apr 2023 GBP0.016 29,375,000
19 Jun 2020 18 Jun 2023 GBP0.016 21,000,000
23 Oct 2020 22 Oct 2023 GBP0.016 13,630,250
17 Feb 2021 16 Feb 2023 GBP0.020 48,000,000
12 May 2021 12 May 2024 GBP0.015 20,000,000
13 December
14 December 2021 2024 GBP0.015 3,800,000
20 February
21 February 2022 2024 GBP0.015 30,000,000
------------------ ------------- ------------------ -----------------------------
Total warrants
in issue at 30
June 2022 171,999,329
----------------------------------------------------- -----------------------------
The aggregate fair value recognised in warrants reserve in
relation to the share warrants granted during the reporting period
was GBP70,400 (2021: GBP1,107,249).
The following information is relevant in the determination of
the fair value of warrants granted during the reporting period.
Black-Scholes valuation model was applied for all the warrants
below:
Grant Expiry Number Warrant Warrant Share UK Volatility, FV of FV of
date date of life, exercise price risk-free % 1 all
warrants years price, at the rate warrant, warrants,
GBP grant at the GBP GBP
date, date
GBP of grant,
%
13 Dec 12 Dec
2021 2024 3,800,000 3 0.015 0.0115 0.458 160.99 0.0094 35,600
21 Feb 20 Feb
2022 2024 30,000,000 2 0.015 0.0123 1.29 28.19 0.0012 34,800
Total
at 30
June 2022 33,800,000 70,400
--------------------- ----------- -------- ---------- -------- ---------- ------------ ---------- ----------
Capital Management
Management controls the capital of the Group in order to control
risks, provide the shareholders with adequate returns and ensure
that the Group can fund its operations and continue as a going
concern. The Group's debt and capital, includes ordinary share
capital and financial liabilities, supported by financial assets
such as cash, receivables and investments. There are no externally
imposed capital requirements.
Management effectively manages the Group's capital by assessing
the Group's financial risks and adjusting its capital structure in
response to changes in these risks and in the market. These
responses include the management of debt levels, distributions to
shareholders and share issues. There have been no changes in the
strategy adopted by management to control the capital of the Group
since the prior year.
18. Share-Based Payments
Employee Share Options
In prior years, the Company established an employee share option
plan to enable the issue of options as part of the remuneration of
key management personnel and Directors to enable them to purchase
ordinary shares in the Company. Under IFRS 2 "Share-based
Payments", the Company determines the fair value of the options
issued to Directors and employees as remuneration and recognises
the amount as an expense in the Income Statement with a
corresponding increase in equity.
At 30 June 2022, the Company had outstanding options to
subscribe for post-consolidation Ordinary shares as follows:
Options issued Options issued Options Options issued Total
9 September 2016 5 December issued 31 28 February Number
exercisable at 2019, exercisable January 2020 2022 exercisable
GBP0.8 per share, at GBP0.0275 exercisable at GBP0.017
expiring on 9 September per share, at GBP0.0285 per share,
2022, expiring on per share, expiring on
Number 5 December expiring 27 February
2024 on 31 January 2027
2025
------------- ------------------------ ------------------ -------------- ----------------- ----------
S Kaintz 96,000 - 3,040,567 6,547,197 9,683,764
J Parsons - 3,040,567 - 6,547,197 9,587,764
E Ainsworth - - - 2,805,942 2,805,942
H Bellingham - - - 2,805,942 2,805,942
Employees - - - 1,900,000 1,900,000
------------- ------------------------ ------------------ -------------- ----------------- ----------
Total 96,000 3,040,567 3,040,567 20,606,278 26,783,412
------------- ------------------------ ------------------ -------------- ----------------- ----------
2022 2021
--------------------- ----------------------
Weighted Weighted
Number average average
of exercise Number of exercise
options price options price
Company and Group Number GBP Number Pence
------------------------------------- ---------- --------- ----------- ---------
Outstanding at the beginning of the
period 6,212,534 0.42 6,212,534 0.42
Granted during the year 20,606,278 0.017 - -
Lapsed during the period (35,400) 0.45 - -
Outstanding at the end of the period 26,783,412 0.022 6,212,534 0.42
------------------------------------- ---------- --------- ----------- ---------
The exercise price of options outstanding at 30 June 2022 and 30
June 2021, ranged between GBP0.017 and GBP0.80. Their weighted
average contractual life was 4.161 years (2021: 3.462 years).
Of the total number of options outstanding at 30 June 2022,
96,000 (2021: 122,900) had vested and were exercisable. The
weighted average share price (at the date of exercise) of options,
exercised during the year, was nil (2021: nil) as no options were
exercised during the reporting year (2021: nil).
The following information is relevant in the determination of
the fair value of share options granted during the reporting period
to the Company Directors. Black-Scholes valuation model was applied
to value the options with the inputs detailed in the table
below:
Grant Number Vesting Life Option Share UK Volatility, FV of FV of
date of options period, of the exercise price risk-free % 1 option, all
years option, price, at the rate GBP options,
years GBP grant at the GBP
date, date
GBP of grant,
%
28 Feb
2022 20,606,278 3 5 0.017 0.01405 1.03 92.05 0.0076 17,437
Total
at 30
June 2022 20,606,278
----------- ----------- --------- --------- ---------- -------- ---------- ------------ ---------- ----------
Share-based remuneration expense, related to the share options
granted during the reporting period, is included in the
Administrative expenses line in the Consolidated Income Statement
in the amount of GBP17,436 (2021: GBP23,193).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share
Incentive Plan (SIP), a government approved scheme, the terms of
which provide for an equal reward to every employee, including
Directors, who have served for three months or more at the time of
issue. The terms of the plan provide for:
-- each employee to be given the right to subscribe any amount
up to GBP150 per month with Trustees, who invest the monies in the
Company's shares;
-- the Company to match the employee's investment by
contributing an amount equal to double the employee's investment
("matching shares"); and
-- the Company to award free shares to a maximum of GBP3,600 per employee per annum.
The subscriptions remain free of taxation and national insurance
if held for five years.
All such shares are held by SIP Trustees and the shares cannot
be released to participants until five years after the date of the
award.
During the financial year, a total of 896,549 free, matching and
partnership shares were awarded (2021: 1,116,994), resulting in a
share-based payment charge of GBP21,500 (2021: GBP5,400), included
into administrative expenses line in the Consolidated Income
Statement.
19. Cash and Cash Equivalents
30 June 30 June
2022 2021
Group GBP'000 GBP'000
------------------------- -------- --------
Cash in hand and at bank 25 392
------------------------- -------- --------
30 June 30 June
2022 2021
Company GBP'000 GBP'000
------------------------- -------- --------
Cash in hand and at bank 20 387
------------------------- -------- --------
Credit Risk
The Group's exposure to credit risk, or the risk of
counterparties defaulting, arises mainly from notes and other
receivables. The Directors manage the Group's exposure to credit
risk by the application of monitoring procedures on an ongoing
basis. For other financial assets (including cash and bank
balances), the Directors minimise credit risk by dealing
exclusively with high credit rating counterparties.
Credit Risk Concentration Profile
The Group's receivables do not have significant credit risk
exposure to any single counterparty or any group of counterparties,
having similar characteristics. The Directors define major credit
risk as exposure to a concentration exceeding 10% of a total class
of such asset.
The Company maintains its cash reserves in Coutts & Co,
which maintains an A-1 credit rating from Standard &
Poor's.
20. Financial Instruments
20.1 Categories of Financial Instruments
The Group and the Company holds a number of financial
instruments, including bank deposits, short-term investments, loans
and receivables and trade payables. The carrying amounts for each
category of financial instrument are as follows:
Group 2022 2021
30 June GBP'000 GBP'000
-------------------------------------------------------- -------- --------
Financial assets
Fair value through other comprehensive income financial
assets
Quoted equity shares (Note 12 ) 1 7
Total financial assets carried at fair value, valued
at observable market price 1 7
Fair value through profit and loss financial assets
Investments in warrant of a listed entity (Note 13
) - -
Investments in a project of a private entity - 72
Total financial assets carried at fair value, valued
using valuation techniques - 72
Cash and cash equivalents 25 392
Loans and receivables
Receivable from JVs 1,502 1,362
Purchased debt - current (Note 14 ) - 987
Other receivables 277 228
Total financial assets held at amortised cost 1,779 2,577
Total financial assets 1,805 3,048
-------------------------------------------------------- -------- --------
Total current 302 1,686
-------------------------------------------------------- -------- --------
Total non-current 1,503 1,362
-------------------------------------------------------- -------- --------
Company 2022 2021
30 June GBP'000 GBP'000
-------------------------------------------------------- --------- --------
Financial assets
Fair value through other comprehensive income financial
assets
Quoted equity shares 1 7
Total FVTOCI financial assets 1 7
Fair value through profit and loss financial assets
Investments in a project of a private entity - 72
-------------------------------------------------------- --------- --------
Total financial assets carried at fair value, valued
using valuation techniques - 72
Cash and cash equivalents 20 387
Loans and receivables
Receivable from JVs 1,502 1,362
Purchased debt - current (Note 14 ) - 987
Receivable from subsidiaries 278 17
Other receivables 257 161
Total financial assets held at amortised cost 2,037 2,527
Total financial assets 2,058 2,993
-------------------------------------------------------- --------- --------
Total current 277 1,631
-------------------------------------------------------- --------- --------
Total non-current 1,780 1,362
-------------------------------------------------------- --------- --------
Financial Instruments Carried at Fair Value Using Valuation
Techniques Other than Observable Market Value
Financial instruments, valued using other valuation techniques,
can be reconciled from beginning to ending balances as follows:
Group 2022 2021
30 June GBP'000 GBP'000
--------------------------------------------------------- -------- --------
Financial assets
Purchased debt - 987
FVTPL - 72
Total financial assets valued using valuation techniques - 1,059
--------------------------------------------------------- -------- --------
Financial liabilities
Loans and borrowings
Trade and other payables 323 232
Borrowings 1,423 818
Total financial liabilities 1,746 1,050
--------------------------------------------------------- -------- --------
Trade Receivables and Trade Payables
Management assessed that other receivables and trade and other
payables approximate their carrying amounts largely due to the
short-term maturities of these instruments.
Borrowings
The carrying value of interest-bearing loans and borrowings is
determined by calculating present values at the reporting date,
using the issuer's borrowing rate. The loan is due in December 2021
and impact of the discounting is immaterial and, therefore, not
included into the valuation.
20.2 Fair Values
Financial assets and financial liabilities, measured at fair
value in the statement of financial position, are grouped into
three levels of a fair value hierarchy. The three levels are
defined, based on the observability of significant inputs to the
measurement, as follows:
-- Level 1: Quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
-- Level 2: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable; and
-- Level 3: Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
The carrying amount of the Group and the Company's financial
assets and liabilities is not materially different to their fair
value. The fair value of financial assets and liabilities is
included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced or liquidation sale. Where a quoted price in an active
market is available, the fair value is based on the quoted price at
the end of the reporting period. In the absence of a quoted price
in an active market, the Group uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable
inputs.
The following table provides the fair value measurement
hierarchy of the Group's assets and liabilities:
Level
1 Level 2 Level 3 Total
Group and Company GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------- -------- -------- --------
30 June 2022
Financial assets at fair value through
other comprehensive income
- Quoted equity shares 1 - - 1
Financial assets at fair value through - - -
profit and loss -
--------------------------------------- -------- -------- -------- --------
Level 1 Level 2 Level 3 Total
Group and Company GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- -------- -------- -------- --------
30 June 2021
Financial assets at fair value through
other comprehensive income
- Quoted equity shares 7 - - 7
Financial assets at fair value through
profit and loss - - 72 72
--------------------------------------- -------- -------- -------- --------
20.3 Financial Risk Management Policies
The Directors monitor the Group's financial risk management
policies and exposures, and approve financial transactions.
The Directors' overall risk management strategy seeks to assist
the consolidated Group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its
functions include the review of credit risk policies and future
cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial
instruments are credit risk and market risk, consisting of interest
rate risk, liquidity risk, equity price risk and foreign exchange
risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises
from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures
(such procedures include the utilisation of systems for the
approval, granting and renewal of credit limits, regular monitoring
of exposures against such limits and monitoring of the financial
liability of significant customers and counterparties), ensuring,
to the extent possible, that customers and counterparties to
transactions are of sound creditworthiness. Such monitoring is used
in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in
financial institutions that maintain a high credit rating or in
entities that the Directors have otherwise cleared as being
financially sound.
Trade and other receivables, that are neither past due nor
impaired, are considered to be of high credit quality. Aggregates
of such amounts are as detailed in Note 14 .
There are no amounts of collateral held as security in respect
of trade and other receivables.
The consolidated Group does not have any material credit risk
exposure to any single receivable or group of receivables under
financial instruments entered into by the consolidated Group.
Liquidity Risk
Liquidity risk arises from the possibility that the Group might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages
this risk through the following mechanisms:
-- monitoring undrawn credit facilities;
-- obtaining funding from a variety of sources; and
-- maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to
finance operations and that controls over expenditures are
carefully managed. All financial liabilities are due to be settled
within the next twelve months.
Market Risk
Interest Rate Risk
The Company is not exposed to any material interest rate risk
because interest rates on loans are fixed in advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future
cash flows of a financial instrument, will fluctuate because of
changes in market prices, largely due to demand and supply factors
for commodities, but also include political, economic, social,
technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group's transactions are carried out in a variety of
currencies, including Australian Dollars, Canadian Dollars, United
Stated Dollars, Papua New Guinea Kina and UK Sterling. To mitigate
the Group's exposure to foreign currency risk, non-Sterling cash
flows are monitored. Fluctuation of +/- 10% in currencies, other
than UK Sterling, would not have a significant impact on the
Group's net assets or annual results.
The Group does not enter forward exchange contracts to mitigate
the exposure to foreign currency risk as amounts paid and received
in specific currencies are expected to largely offset one
another.
These assets and liabilities are denominated in the following
currencies as shown in the table below:
Group GBP AUD USD CAD Total
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 25 - - - 25
Amortised cost financial assets -
Other receivables 258 19 - - 277
FVTOCI financial assets - - - 1 1
FVTPL financial assets - warrants - - - - -
FVTPL financial assets - - - - -
Amortised costs financial assets -
Non-current receivables 1,502 - - - 1,502
Trade and other payables, excluding
accruals 287 36 - - 323
Short-term borrowings 1,423 - - - 1,423
------------------------------------ -------- -------- -------- -------- --------
Group GBP AUD USD CAD Total
30 June 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 392 - - - 392
Amortised cost financial assets -
Other receivables 228 987 - - 1,215
FVTOCI financial assets 7 - - - 7
FVTPL financial assets - warrants - - - - -
FVTPL financial assets 72 - - - 72
Amortised costs financial assets -
Non-current receivables 1,362 - - - 1,362
Trade and other payables, excluding
accruals 237 - - - 237
Short-term borrowings 883 - - - 818
------------------------------------ -------- -------- -------- -------- --------
Company GBP AUD USD CAD Total
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 20 - - - 20
Amortised cost financial assets - Other
receivables 257 - - - 257
FVTOCI financial assets - - - 1 1
FVTPL financial assets - - - - -
Amortised costs financial assets -
Non-current receivables 1,780 - - - 1,780
Trade and other payables, excluding
accruals 322 - - - 322
Short-term borrowings 1,423 - - - 1,423
Company GBP AUD USD CAD Total
30 June 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 387 - - - 387
Amortised cost financial assets - Other
receivables 161 987 - - 1,148
FVTOCI financial assets 7 - - - 7
FVTPL financial assets 72 - - - 72
Amortised costs financial assets -
Non-current receivables 1,362 - - - 1,362
Trade and other payables, excluding
accruals 211 - - - 211
Short-term borrowings 883 - - - 818
Exposures to foreign exchange rates vary during the year,
depending on the volume and nature of overseas transactions.
21. Reconciliation of Liabilities Arising from Financing
Activities and Major Non-Cash Transactions
Significant non-cash transactions, from financing activities in
relation to loans and borrowings, are as follows:
Non-cash
flow
Interest
Cash Non-cash and Cash Cash
30 flows Non-cash Non-cash flow arrangement flows flows 30
June Loans flow flow Forex fees Principal Interest June
2021 received Restructured Conversion movement accreted repaid repaid 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Align
Research
Ltd loan - 950 - (170) - 98 (100) - 778
Premium
Credit 65 - - - - - (65) - -
C4 /
Riverfort
Capital and
YA II PN Ltd
loan 818 - - (129) - 56 (100) - 645
Total 883 950 - (299) - 154 (265) - 1,423
Significant non-cash transactions from financing activities in
relation to raising new capital are disclosed in Note 17.
There were no significant non-cash transactions from investing
activities in the current year.
Significant non-cash transactions from operating activities were
as follows:
-- Payment for services and Director remuneration (share-based
payments in the form of options and warrants), in the amount of
GBP15,829 (2021: GBPnil), disclosed in Notes 17 and 18;
-- Impairment of associates and joint venture projects in the
amount of GBP400,000 (2021: GBPnil);
-- Impairment of FVTPL assets in the amount of GBP72,000 (2021: GBPnil);
-- Share based payments to settle creditor balances GBP72,000 (2021: GBP392,000).
22. Acquisition of Niugini Nickel Pty Ltd
On 18 October 2021 the Company, via its 100% owned subsidiary
Corcel Australasia Pty Ltd, completed the acquisition of
100% of the shares in Niugini Nickel Pty Ltd ("NN") from
Resource Mining Corporation Pty Ltd ("RMC"). Consideration
paid by the Company for the acquisition of NN was the forgiveness
of the corporate debt held by the Company and payable by
RMC totalling AUD 4,761,087. The Company has accounted for
the fair value of this consideration based on the cost to
acquire the debt, at a substantial discount to face value,
plus transaction costs. As at 18 October 2021 the total cost
of acquisition of the debt payable by RMC stood at GBP1,013,302.
The Company has determined the fair value of the assets and
liabilities of NN to be recognised in these consolidated
interim financial statements as follows:
Fair value
recognised
on acquisition
GBP(000's)
Assets
Cash 2
Receivables 18
Property, plant and equipment 41
Exploration and evaluation assets 9 67
Total Assets 1,028
Liabilities
Trade and other payables (1 5)
Total liabilities (15)
Total identifiable net assets at fair value 1,013
Purchase consideration 1,013
Under IFRS 3, a business must have three elements: inputs,
processes and outputs. Niugini Nickel is an early stage exploration
company and has no near term plans to develop a mine. Niugini
Nickel does have titles to mineral properties but these could not
be considered inputs because of their early stage of development.
Niugini Nickel has no processes to produce outputs and had not
completed a feasibility study or a preliminary economic assessment
on any of its properties at the time of acquisition, nor did it
hold any infrastructure or assets that could produce outputs.
Therefore, the Directors conclusion is that the transaction is an
asset acquisition and not a business combination. The fair value
adjustment to intangible assets of GBP967,499 represents the excess
of the purchase and contingent consideration of GBP1,013,302 over
the excess of the net assets acquired (net assets of
GBP45,803).
23. Significant Agreements and Transactions
Financing
-- During the year the Company drew down on GBP500,000 of
principal debt under a facility entered into on 12 May 2021 bearing
interest at 8% and repayable on 30 April 2022. 3,800,000 warrants
exercisable at 1.5 pence each for 3 years were issued to the
finance providers on 14 December 2021. The facility was settled via
GBP100,000 in cash payments, GBP170,000 on conversion into
11,333,333 shares in the Company at 1.5 pence on 16 March 2022 and
GBP270,000 on novation into a further financing agreement entered
into on 21 February 2022.
-- On 21 February 2022 the Company entered into a financing
agreement with Align Research and Riverfort Global Opportunities
Fund for the provision of a facility of up to GBP720,000. Of the
facility, GBP450,000 was drawn down as cash in the year with the
remaining GBP270,000 representing a novation of amounts due under a
separate facility entered into with the finance providers in the
prior year (see above). 30,000,000 warrants exercisable at 1.5
pence each for 2 years were issued to the facility providers as
part of the agreement. Principal and interest totalling GBP777,500
as at 30 June 2022 is repayable by 31 October 2022.
-- On 22 December 2021 the Company settled GBP100,000 of
principal due to C4 in cash, with a further GBP128,586 of principal
and interest being converted into 8,572,400 shares at 1.5 pence on
28 February 2022. As at 30 June 2022 the remaining GBP645,213 of
principal and interest under the loan is due for settlement on 23
June 2023.
-- On 21 February 2022 the Company issued 7,200,000 shares at
1.5 pence each in settlement of creditor balances totalling
GBP108,000.
-- On 16 March 2022 the Company undertook an institutional
placing, issuing 25,793,332 shares at 1.5p raising a total of
GBP386,900 in new funds.
-- On 4 April 2022 the Directors of the Company subscribed for
2,295,080 shares in the Company at 1.525 pence each, raising
GBP35,000 in new funds.
Niugini Nickel Pty Ltd - Wowo Gap Nickel/Cobalt Project
-- On 18 October 2021 the Company completed the acquisition of
100% of the shares in Niugini Nickel Pty Ltd from resource Mining
Corporation Limited ("RMC"). Consideration for the acquisition was
the forgiveness of debt payable to the Company by RMC. See note 22
for further details.
Nickel Offtake MOU
-- On 10 January 2022 the Company announced that it had signed
an MOU with Shandong New Powder COSMO AM&T for the supply of
nickel from the Company's Mambare and Wowo Gap nickel/cobalt
projects in PNG. NPC indicated that it is seeking to purchase up to
0.5Mt per annum of nickel DSO products, and the parties agreed to
negotiate a binding agreement for this production.
Partnership with Altana Social Impact Partnership
-- On 28 April 2022 the Company announced that it had signed a
Heads of Terms with the Altana Social Impact Partnership in order
to fund its current and future UK energy storage and generation
projects. The heads of terms included an option to directly invest
in Corcel's UK Flexible Grid Solutions subsidiary.
24. Commitments
As at 30 June 2022, the Company had entered into the following
commitments:
-- Exploration commitments: On-going exploration expenditure is
required to maintain title to the Group mineral exploration
permits. No provision has been made in the Financial Statements for
these amounts as the expenditure is expected to be fulfilled in the
normal course of the operations of the Group.
-- On 8 November 2021, the Company entered into a new lease
agreement for office space with WeWork Aldwych House. The initial
lease ran from 1 January 2022 through 30 June 2022 and was
non-cancellable during this period. Thereafter, the lease can be
terminated by giving one full calendar month notice.
25. Related Party Transactions
-- Related party receivables and payables are disclosed in Notes 14 and 15 , respectively.
-- The key management personnel are the Directors and their
remuneration is disclosed within Note 8 .
-- On 28 February 2022 the Company announced that C4, a UK
incorporated private entity where James Parsons, Chairman of Corcel
Plc is both a director and a shareholder, would convert GBP128,586
of outstanding principal and interest into 8,572,400 new ordinary
shares of the Company. Amounts remaining to be paid under the loan
as at 30 June 2022 were GBP645,213.
26. Events After the Reporting Period
-- On 20 July 2022 the Company announced a fundraising of up to
GBP600,000 including a placing of GBP336,000 at a price of GBP0.004
with warrants exercisable at GBP0.005 per share and a broker option
of up to GBP300,0000 on the same terms. The Company further
announced that 15,000,000 warrants issued on 12 May 2021 would be
repriced to GBP0.004 per new ordinary share, and that 30,000,000
warrants priced at GBP0.015 per share had been cancelled and
replaced with 112,500,000 new warrants now priced at GBP0.004 per
new ordinary share. On 27 July 2022 the Company announced the
conclusion of the fundraising at a total value of GBP357,320
resulting in the issuance of a further 5,330,000 new ordinary
shares at a price of GBP0.004 and 5,330,000 warrants to buy shares
at a price of GBP0.005. The Company also announced the issuance of
4,466,500 broker warrants at a price of GBP0.004.
-- On 17 October 2022 the Company announced the intention to
create a Singapore based upstream battery metal joint venture
consolidating the Company's interests in the Wowo Gap and Mambare
nickel/cobalt projects and adding to them an interest in the
Doncella lithium project in Argentina. The Company would own 50% of
the new JV, have board representation and benefit from a $1.5m
carried interest generally and a 1.5% gross revenue royalty over
the Wowo Gap project. NPC further agreed to invest GBP200,000 into
the Company at a price of GBP0.004 with 1 for 1 warrants
exercisable at a price of GBP0.005 per share and was to be offered
a board seat at Corcel.
-- On 31 October 2022 the Company announced that it had agreed
with its lenders of a debt position due 31 October 2022, to make an
immediate repayment of GBP150,000 with the residual balance of
GBP627,600 being deferred to 31 March 2023. The Company has further
agreed a refinancing fee of GBP77,760 to be paid by 23 December
2022 in new ordinary shares of the Company to be priced at the
lowest VWAP of the Company's shares as traded between 31 October
2022 and 20 December 2022. The Lenders will have the right to
convert any outstanding balances into equity at the Strike Price
between 20 December 2022 and 31 March 2023. The outstanding
balances will accrue a monthly coupon of 1%. The Company further
agreed to a series of potential accelerated repayment scenarios in
the event that asset sales for cash or new equity placings were
completed before the balance of the loan amounts fell due. The
Company also agreed that before 20 December 2022 it would either
pay a fee of GBP475,000 in aggregate to the Lenders or extend
112,500,000 of existing warrants currently allowing purchase of new
ordinary shares at a price of GBP0.004 until 20 February 2024, to
an extended term where they remain exercisable until 31 March 2025,
with a related resettability clause associated with these warrants
to also be extended until 31 December 2023.
-- On 16 November 2022 the Company announced that it had
completed the sale of its 40% interest in the Tring Road Gas
Peaking Project to Terra Firma Ltd. The Company has agreed a sales
price of GBP317,946, with GBP121,146 to be paid immediately and a
further GBP196,800 at completion, which was expected on or about 1
December 2022.
27. Control
There is considered to be no controlling party.
28. These results are audited, however the information does not
constitute statutory accounts as defined under section 434 of the
Companies Act 2006. The consolidated statement of financial
position at 30 June 2022 and the consolidated income statement,
consolidated statement of comprehensive income, consolidated
statement of changes in equity and the consolidated cash flow
statement for the year then ended have been extracted from the
Group's 2022 statutory financial statements. Their report was
unqualified and contained no statement under sections 498(2) or (3)
of the Companies Act 2006. The financial statements for 2022 will
be delivered to the Registrar of Companies by 31 December 2022.
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END
FR FFFEILVLDFIF
(END) Dow Jones Newswires
November 28, 2022 02:00 ET (07:00 GMT)
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