RNS Number : 3824S
Blencowe Resources PLC
14 June 2024
 

Date: 14 June 2024

 

Blencowe Resources Plc

("Blencowe" or the "Company")

 

 

Interim Consolidated Financial Statements

for the six month period ended 31 March 2024

 

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2024.

 

Electronic copies of the report will be available at the Company's website www.blencoweresourcesplc.com

For further information please contact:

Blencowe Resources

Sam Quinn

 

www.blencoweresourcesplc.com

Tel: +44 (0) 1624 681 250

info@blencoweresourcesplc.com

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com

 

Tavira Securities Limited

Jonathan Evans

Tel: +44 (0)203 192 1733

jonathan.evans@tavirasecurities.com

 

 

Interim Management Report

This report covers the period 30 September 2023 to 31 March 2024, and subsequent events to 30 April 2024.

 

Work has been progressing on many fronts, on four continents, as the Orom-Cross Definitive Feasibility Study "(DFS") gathers momentum.

 

In September the long-awaited Technical Assistance Grant Agreement ("TAG") was signed with the US Government's private sector investment arm, the Development Finance Corporation ("DFC").  This is a US$5 million grant awarded to Blencowe to assist with DFS costs and it is with pleasure I note that Blencowe is the first pre-production graphite company to receive such a grant from the US Government.  Aside from the obvious advantages of having approximately 40% of our overall DFS costs being funded for free the credibility of both our Company and our Orom-Cross project are both significantly raised by having a partner of this calibre.  Blencowe wishes to state once again our appreciation to DFC for this grant and all efforts will be made to deliver a first class DFS as a result.

 

To date US$3 million of this grant funding has been received as tranches are delivered on DFS milestones being achieved.  It is our expectation that the final US$2 million will be received over the next six months for further work and ultimately completion of DFS.  In addition, DFC is mandated to play a role as lead partner in a funding solution for Orom-Cross implementation ahead, and management are working closely with DFC to ensure that this will happen as substantial funding solutions remain the largest challenge for any new graphite project, so to have DFC involved adds significant weight and prestige, and a potential funding party with US$5 million skin in the game.

 

During this period several key milestones have been met with regards to actual DFS work.  In 2H 2023 a 100-tonne bulk sample was mined and delivered to a technical facility in northern China which is a leading expert on graphite processing, and this ore was then beneficiated into 96% LOI concentrate.  This in turn provides offtakers with the knowledge that commercial scale processing of Orom-Cross ore can deliver same high quality results as all lab-scale testing has shown to date, and secondly to provide a substantial quantum of 96% concentrate for Blencowe to send to various parties as samples, for testing and review.  Following the success of this action, and the request of several tier one potential offtake partners, Blencowe has more recently mined a further 600-tonne bulk sample and sent it to the same facility, for the same reasons.  This latest sample will also be beneficiated beyond 96% concentrate to a 99.95% uncoated SPG (spheronised, purified graphite) which is very near to what is used in the lithium-ion battery as graphite content.

 

Ultimately Blencowe is seeking offtake contracts and this commercial scale test work is designed to provide the samples and the results to qualify Orom-Cross product for these contracts, which themselves form an integral part of the DFS.

 

Other work continues within Uganda on infrastructure, community relations, environmental updates and all other key aspects of the DFS, and Blencowe remains working towards end-2024 as the delivery date for the DFS - subject to all necessary funding received to deliver as such.

 

Specialist technical work has also been underway in this period in the USA, considering the beneficiation of Orom-Cross concentrates to various high end products, up to 99.99% which is military grade.  To date all work has been successful and provided evidence Orom-Cross has one of the most pure concentrates and upgraded products and this will bode well in future offtake discussions.

 

Despite all of this progress the Company is facing macro-challenges and the UK market remains flat, which has a direct impact on both the share price and market value.  Blencowe will continue to market its achievements and remains positive on the medium and longer term outlook for graphite.  We will continue to build our project and add value as this will ultimately be significant as demand continues to rise, while supply of graphite (particularly high quality) remains static.

 

We thank our shareholders and other stakeholders for their continued support and we look forward to continuing to kick goals ahead to deliver the DFS and success for the Company.

 

Mike Ralston

Chief Executive Officer

Responsibility Statement of the Directors in respect of the Interim Report

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the United Kingdom ("UK").

 

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing these Interim Financial Statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;

·    provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity's financial position and financial performance; and

·    make an assessment of the Group's ability to continue as a going concern.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements.  Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

·      the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;

·      the Director's report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and

·    the interim report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group's performance, business model and strategy.

Consolidated Statement of Comprehensive Income for the six month period ended 31 March 2024

 



6 months ended

31 Mar 2024

6 months ended

31 Mar 2023

12 months ended

30 Sep 2023



(Unaudited)

(Unaudited)

(Audited)



 

 

 

Exploration costs


(23,669)

(16,642)

(53,347)

Administrative fees and other expenses

5

(682,486)

(446,424)

(1,298,872)

Operating loss

 

(706,155)

(463,066)

(1,352,219)

 

 

 



Finance costs


(19,685)

(23,010)

(45,748)

Loss before tax

 

(725,840)

(486,076)

(1,397,967)

 

 

 



Income tax


-

-

-

 

 

 



Loss after tax

 

(725,840)

(486,076)

(1,397,967)

 

 

 

 

 

Other comprehensive income

 

 

 

 

Exchange differences on translation of foreign operation

 

64,153

7,807

31,282

Other comprehensive income, net of tax

 

64,153

7,807

31,282

 

 

 

 

 

Total comprehensive loss

 

(661,687)

(478,269)

(1,366,685)

 

 

 

 

 

Basic and diluted loss per share (pence)

10

(0.31)

(0.28)

(0.70)

 

There was no other comprehensive income for the period ended on 31 March 2024.

The accompanying notes on form an integral part of the Interim Financial Statements.

Consolidated Statement of Financial Position as at 31 March 2024


 

As at

31 Mar 2024

As at

31 Mar 2023

As at

30 Sept 2023


 

(Unaudited)

(Unaudited)

(Audited)


Notes

GBP

GBP

GBP

 

 

 

 

 

Non-Current Assets

6

7,061,967

7,065,820

7,604,564


 

 

 

 

Current assets





Trade and other receivables

7

113,470

135,901

31,863

Cash and cash equivalents


444,991

130,740

129,853

Total current assets

 

558,461

266,641

161,716






Total assets


7,620,428

7,332,461

7,766,280






Current liabilities





Creditors: Amounts falling due within one year

8

(1,238,944)

(414,843)

(1,076,169)

Total current liabilities

 

(1,238,944)

(414,843)

(1,076,169)






Non-current liabilities





Surface liabilities

9

(783,549)

(785,520)

(818,915)






Total liabilities


(2,022,493)

(1,200,363)

(1,895,084)






Net assets

 

5,597,935

6,132,098

5,871,196






Equity





Share capital

12

1,377,801

1,275,066

1,338,566

Share premium

12

8,986,590

8,099,579

8,637,399

Warrants reserves


428,342

402,148

428,342

Translation reserve


94,892

7,264

30,739

Retained earnings


(5,289,690)

(3,651,959)

(4,563,850)

Total equity

 

5,597,935

6,132,098

5,871,196

 

 

The accompanying form an integral part of the Interim Financial Statements.

 

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity


GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2022

1,181,316

7,480,829

402,148

(3,165,883)

(543)

5,897,867








Total comprehensive loss for 6 months

 

 

 

 

 

 

Loss for the period

-

-

-

(486,076)

-

(486,076)

Total comprehensive loss

-

-

-

(486,076)

-

(486,076)

Contributions from equity holders







New shares issued

93,750

656,250

-

-

-

750,000

Share issue costs

-

(37,500)

-

-

-

(37,500)

Exchange differences on translation

-

-

-

-

7,807

7,807

Total contributions from equity holders

93,750

618,750

-

-

7,807

720,307








Balance as at 31 Mar 2023

1,275,066

8,099,579

402,148

(3,651,959)

7,264

6,132,098

 

 

 

 

 

 

 

Total comprehensive loss for 6 months

 

 

 

 

 

 

Loss for the period

-

-

-

(911,891)

-

(911,891)

Total comprehensive loss

-

-

-

(911,891)

-

(911,891)

Contributions from equity holders

 

 

 

 


 

New shares issued

63,500

571,500

-

-

-

635,000

Share issue costs

-

(33,680)

-

-

-

(33,680)

Warrants reserve

-

-

-

-

-

-

Exchange differences on translation of foreign operations

-

-

26,194

-

23,475

49,669

Total contributions from equity holders

63,500

537,820

26,194

-

23,475

650,989


 

 

 

 

 

 

Balance as at 30 Sep 2023

1,338,566

8,637,399

428,342

(4,563,850)

30,739

5,871,196

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2024

 

 

Total comprehensive loss for 6 months







Loss for the period

-

-

-

(725,840)

-

(725,840)

Total comprehensive loss

-

-

-

(725,840)

-

(725,840)

Contributions from equity holders

 

 

 

 

 

 

New shares issued

39,235

353,115

-

-

-

392,350

Share issued costs

-

(3,924)

-

-

-

(3,924)

Exchange differences on translation of foreign operations

-

-

-

-

64,153

64,153

Total contributions from equity holders

39,235

349,191

-

-

64,153

452,579








Balance as at 31 Mar 2024

1,377,801

8,986,590

428,342

(5,289,690)

94,892

5,597,935

 

The accompanying notes on form an integral part of the Interim Financial Statements.

Consolidated Statement of Cash Flows for the six month period ended 31 March 2024



As at

31 Mar 2024

As at

31 Mar 2023

As at

30 Sept 2023



(Unaudited)

(Unaudited)

(Audited)


Notes

GBP

GBP

GBP

Operating activities

 


 

 

Loss after tax


(725,839)

(486,076)

(1,397,967)

Depreciation


-

104

-

Finance costs


19,685

23,010

45,748

Adjustment to Surface Liability


-

-

-

Share issue/warrant cost


-

-

26,194

Unrealised currency translation


126,864

261,566

182,264

Changes in working capital





Decrease/(increase) in trade and other receivables

7

(81,607)

(50,054)

53,984

Increase/(decrease) in trade and other payables

8

162,775

(39,568)

272,664

Net cash flows from operating activities

 

(498,122)

(291,018)

(817,113)






Investment activities





Purchase of fixed assets


-

(748)

-

Investment in exploration assets


(1,175,345)

(621,988)

(713,848)

Net cash flows from investment activities


(1,175,345)

(622,736)

(713,848)






Financing activities

 




DFC Government grant

6

1,600,178

-

-

Shares issued (net of issue cost)


388,427

697,500

1,313,820

Net cash flows from financing activities


1,988,605

697,500

1,313,820






Increase in cash and short-term deposits


315,138

(216,254)

(217,141)






Cash and short-term deposits brought forward


129,853

346,994

346,994






Cash and cash equivalents at end of period

 

444,991

130,740

129,853

 

The accompanying notes form an integral part of the Interim Financial Statements.

Notes to the Financial Statements for the six month period ended 31 March 2024

1.   General

Blencowe Resources Plc (the "Company") is a public limited company incorporated and registered in England and Wales on 18 September 2017 with registered company number 10966847 and its registered office situated in England and Wales at 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.

The Group did not earn any trading income during the period under review but incurred expenditure in developing its principal assets.

The Consolidated Interim Financial Statements of the Company for the six month period ended 31 March 2024 comprise the financial statements of the Company and its subsidiaries (together referred to as the "Group").

2.   Accounting Policies

Basis of preparation

The Interim Financial Statements of the Group are unaudited condensed financial statements for the six month period ended 31 March 2024.

The accounting policies applied by the Group in these Interim Financial Statements, are the same as those applied by the Group in its consolidated financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 September 2023 which have been prepared in accordance with IFRS as adopted by UK. The Group Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

The Group Financial Statements are presented in GBP, which is the Group's functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

Government grants

This is the first reporting period the Group is recognising government grants. Government grants are recognized once the entity has complied with conditions attaching to them and they have been received. Governments grants are accounted for using the capital approach under which a grant is recognized outside the profit and loss. Government grants related to assets, are presented in the statement of financial position by deducting the grant in arriving at the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

Comparative figures

The comparative figures have been presented as the Group Financial Statements cover the 6 month period ended 31 March 2023 and the 12 month period ended 30 September 2023. During 2024, the Group discovered that share premium had been erroneously classified as share capital and administration expenses captured as share issue costs for interim accounts as at 31 March 2023. Refer to Note 12.

3.   Critical accounting estimates and judgments

In preparing the Group's Interim Financial Statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Group Financial Statements.

4.   Significant accounting policies

The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Blencowe Resources Plc for the year ended 30 September 2023.  A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com.

5.   Administrative fee and other expenses

 

6 months ended

 31 Mar 2024

6 months ended

31 Mar 2023

12 Months ended

30 Sep 2023

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Directors' remuneration

69,857

70,023

140,051

Professional fees

80,001

121,692

226,471

Salaries

75,000

75,000

150,000

Listing fees

20,933

18,218

41,123

Audit fees

33,498

21,644

35,000

Share issue/warrant cost

-

-

26,194

Administration fees

23,500

23,500

47,000

Sponsorship

5,690

-

-

Broker fees

18,434

20,500

41,000

Travelling expenses

11,034

7,959

16,852

Ugandan taxes

342,751

-

392,425

Miscellaneous fees

4,445

87,888

72,625

Royalties

1,244

-

-

Foreign currency (gain)/loss

(3,901)

-

110,131

Total

682,486

446,424

1,298,872

 

The Group had two employees who are key management personnel and three Directors. The Directors and the key management personnel's remuneration related solely to short term employee benefits.

6.   Non-Current assets

For the period ended 31 March 2024 intangible assets represents capitalised costs associated with the Group's exploration, evaluation and development of mineral resources net of any Government grants received.

 

6 months ended

31 Mar 2024

(Unaudited)

GBP

6 months ended

31 Mar 2023

(Unaudited)

GBP

12 months ended

30 Sept 2023

(Audited)

GBP

Exploration assets

8,662,145

7,065,176

7,604,564

Property, Plant and Equipment

-

644

-

Grant from US Government (Refer below)

(1,600,178)

-

-

Total

7,061,967

7,065,820

7,604,564

 

The company signed a US$5 million agreement with the U.S. International Development Finance Corporation ("DFC") in order to provide substantial funding for the Orom Cross Definitive Feasibility Study programme, via a Technical Assistance Grant ("TAG").  The DFC is a proxy for the US Government which funds the organisation and ultimately sets its vision, parameters and funding distribution. DFC payments will be made as agreed feasibility study milestones are achieved. As part of the US$5 million Technical Assistance Grant ("TAG") the DFC has a right of first refusal on commercial terms to arrange project financing for the Orom-Cross project, which may deliver Blencowe with a full funded solution to bring Orom-Cross into production with support from a major financial institution. The agreement is subject to various events of default.

7.   Trade and other receivables

 

6 months ended

 31 Mar 2024

6 months ended

31 Mar 2023

12 Months ended

30 Sep 2023

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Other receivables

35,166

21,526

9,421

Prepayments

78,304

114,375

22,442

Total

113,470

135,901

31,863

8.   Creditors: Amounts falling due within one year

 

6 months ended

 31 Mar 2024

6 months ended

31 Mar 2023

12 Months ended

30 Sep 2023

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Payables

707,912

103,980

644,585

Surface liabilities (Note 9)

-

143,036

-

Accruals and provision

194,352

167,827

39,159

Ugandan taxes

336,680

-

392,425

Total

1,238,944

414,843

1,076,169

9.   Surface liabilities

Blencowe Resources Uganda Limited, the Company's subsidiary entered into an agreement for surface rights over the land in the mineral area of the licence. The land owners granted Blencowe Resources Uganda Limited a 49 year lease over an area. The liability to the land owners is to be paid in 8 instalments at defined dates with the final payment due in 2035.

 

6 months ended

 31 Mar 2024

6 months ended

31 Mar 2023

12 Months ended

30 Sep 2023

 

(Unaudited)

(Unaudited)

(Audited)

 

GBP

GBP

GBP

Total payable at the beginning of the period

818,915

978,255

978,255

Utilisation

-

-

(148,468)

Interest charged during the period

19,685

23,010

45,748

Exchange loss on valuation

(55,051)

(72,709)

(56,620)

Total payable as at period end

783,549

928,556

818,915

 

 

 

 

Analysis between current and non-current liability

 

 

 

Payable within 12 months

-

143,036

-

Payable after 12 months

783,549

785,520

818,915

 

783,549

928,556

818,915

 

The value of the lease is measured at the present value of the contractual payments due to the lessor

over the lease term, with the discount rate of 5%.

10. Loss per share

The calculation of the basic and diluted loss per share is based on the following data:


6 months ended

 31 Mar 2024

6 months ended

31 Mar 2023

12 Months ended

30 Sep 2023


(Unaudited)

(Unaudited)

(Audited)

Earnings

GBP

GBP

GBP

Loss from continuing operations for the period attributable to the equity holders of the Group

(661,687)

(478,269)

(1,397,967)

Number of shares




Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share




210,540,876

168,803,923

200,041,594

Basic and diluted loss per share (pence)

(0.31)

(0.28)

(0.70)

 

There are no potentially dilutive shares in issue.

11. Related party transactions

The are no related party transactions during the period except for the Directors' remuneration, which have been disclosed in note 5.

 

Sam Quinn is a director and shareholder of the Company and a Director of Lionshead Consultants Limited.  During the period, Lionshead Consultants Limited charged fees for consultancy fees of £18,000 (31 March 2023: £18,000 and 30 Sep 2023: £36,000).

12. Reclassification

During 2024, the Group discovered that share premium had been erroneously classified as share capital and administration expenses captured as share issue costs for interim accounts as at 31 March 2023. These errors has been corrected by restating each of the affected financial statement line items for prior periods. The following table summarises the impact on the Group's consolidated accounts.


Impact of reclassification


As previously reported

Restatement

As restated

 

GBP

GBP

GBP

Total assets

7,332,461

-

7,332,461

Total liabilities

(1,215,363)

15,000

(1,200,363)

Net assets

6,117,098

15,000

6,132,098

Share capital

1,931,316

(656,250)

1,275,066

Share premium

7,428,329

671,250

8,099,579

Warrants reserve

402,148

-

402,148

Translation reserve

7,264

-

7,264

Retained earnings

(3,651,959)

-

(3,651,959)

Total Equity

6,117,098

15,000

6,132,098

There is no material impact on the Group's basis or diluted earnings per share and no impact on the total operating, investing or financing cashflows for the half year ended 31 March 2023.

13. Events after the reporting date

On 10 April 2024, the Company announced the receipt of its third tranche US$1 million funding from the United States International Development Finance Corporation ("DFC").  This payment, representing a further 20% of the full US$5 million DFC grant further supports the ongoing Orom-Cross Definitive Feasibility Study ("DFS") costs, bringing the total received to US$3 million since the agreement was signed in Sept 2023. The DFC is the primary US Government finance institution set up to provide financially sound solutions for private sector initiatives pertaining to critical challenges facing the world.

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