The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018.
17 June 2025
STRATEGIC MINERALS PLC
("Strategic Minerals" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Strategic Minerals Plc (AIM: SML; USOTC: SMCDF), an international mineral exploration and production company, announces its results for the year ended 31 December 2024 (the "Period").
Financial Highlights
· Revenues increased by approximately 200% to $4.7m (2023: $1.6m) - the strongest performance since 2017, following the return of a major client to the Cobre magnetite operation.
· Increased revenue drove operating profitability with pre-tax profit of $2.1m (2023: loss $9.1m).
· Profit after tax $1.3m (2023: loss $9.2m).
· Invested $531k in development projects.
· Cash at 31 December 2024 increased to $621k (2023: $112k).
· Post year-end, the Company raised gross proceeds of £1m through a share placement to accelerate development of the Redmoor Tungsten-Tin-Copper Project in Cornwall.
Operational Highlights (By Subsidiary)
Southern Minerals Group LLC ("SMG")
Cobre magnetite stockpile, New Mexico, USA
· Revenue recovery following return of a major client with a 45,000 tonne purchase order, and a new client with a purchase order for between 5,000 and 7,000 tonnes per annum.
· Sold 70,658 tonnes (2023: 17,965 tonnes) of magnetite product with full-year revenue of $4.7m (2023: $1.6m).
· Secured a new significant purchase order of up to 30,000 tonnes from one of SMG's major clients for 2025.
· Secured an extension of access to the Cobre magnetite operation's stockpile from 31 March 2027 to 31 March 2029.
Cornwall Resources Limited ("CRL")
Redmoor Tungsten-Tin-Copper Project, Cornwall, UK
· Three- year Exclusivity and Prospecting Agreement secured with The Duchy of Cornwall, expanding its mineral rights footprint in East Cornwall and the Tamar Valley nearly fourfold to 87.95 km² - rights to explore all ores and minerals, excluding Crown and reserved assets.
· Commenced re-logging and sampling of historic drill core from within the Tamar Valley Licence Area ("TVLA").
· Received positive assay results identifying four new mineralised zones and high-grade tungsten, copper and tin intercepts within and beyond the Redmoor deposit's Mineral Resource Estimate.
· Participated in the United Kingdom Research and Innovation funded Green Economy Centre at the University of Exeter, focusing on sustainable extraction of critical minerals including tungsten, tin and lithium.
· The UK Criticality Assessment 2024, released in November, reaffirmed tungsten and tin as critical minerals, strengthening the project as a key potential supply source, well positioned for expected supply and demand imbalances.
· Post year-end, CRL secured over £764k of matched grant funding investment from the UK Government, through its UK Shared Prosperity Fund, managed by the Cornwall and Isles of Scilly Good Growth Project, and is now advancing its fully funded project activities.
Leigh Creek Copper Mine Pty Ltd ("LCCM")
Leigh Creek Copper Project, South Australia
· Throughout the year the Directors marketed to and followed up with potential co-investors in or purchasers of LCCM.
· Post year-end, the Company signed a non binding heads of agreement to grant a purchaser a call option to acquire LCCM, which has been taken up as detailed further below.
Board Changes
· Appointed Charles Manners and Mark Burnett to the Board as Non-Executive Chairman and Non-Executive Director respectively - with Mark Burnett subsequently becoming an Executive Director.
· Alan Broome AM and John Peters retired from the Board as Chairman and Managing Director respectively.
Charles Manners, Non-Executive Chairman, commented:
"I look forward to progressing our key strategic goals in 2025 as we seek to maximise outputs from the fully funded activities at Redmoor including producing an updated MRE with data flowing through to an updated economic model. By the time of our next annual report, we expect to have formed an investment ready business case for mining at Redmoor.
It is worth noting that the most recent MRE at Redmoor was completed in 2019, and the economic assessment, as part of CRL's internal Scoping Study, was undertaken in 2020. Since then, there have been significant shifts in global markets and commodity prices, with increased recognition of the importance of critical minerals. The Company believes that Redmoor's resource stands out in comparison to most tungsten projects due to the high-grade of tungsten mineralisation, alongside the presence of tin and copper.
With activities underway, we look forward to a significant increase in news output from Redmoor as well as a continued strong performance from Cobre."
| For further information, please contact: |
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| | | |
| Strategic Minerals Plc | +44 (0) 207 389 7067 | |
| Mark Burnett | | |
| Executive Director | | |
| Website: | ||
| Email: | ||
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SP Angel Corporate Finance LLP |
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| Nominated Adviser and Broker | | |
| Matthew Johnson/Charlie Bouverat/Grant Barker | | |
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| Zeus Capital Limited | +44 (0) 203 829 5000 | |
| Joint Broker | | |
| Harry Ansell/Katy Mitchell | | |
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| Vigo Consulting | +44 (0) 207 390 0234 | |
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Notes to Editors
About Strategic Minerals Pls and Cornwall Resources Limited
Strategic Minerals Plc (AIM: SML; USOTC: SMCDY) is an AIM-quoted, producing minerals company, actively developing strategic projects in the UK, United States and Australia.
In 2019, the Company completed the 100% acquisition of Cornwall Resources Limited and the Redmoor Tungsten-Tin-Copper Project.
The Redmoor Project is situated within the historically significant Tamar Valley Mining District in Cornwall, United Kingdom, with a JORC (2012) Compliant Inferred Mineral Resource Estimate published 14 February 2019:
| Cut-off (SnEq%) | Tonnage (Mt) | WO3 % | Sn % | Cu % | Sn Eq1 % | WO3 Eq % |
| >0.45 <0.65 | 1.50 | 0.18 | 0.21 | 0.30 | 0.58 | 0.41 |
| >0.65 | 10.20 | 0.62 | 0.16 | 0.53 | 1.26 | 0.88 |
| Total Inferred Resource | 11.70 | 0.56 | 0.16 | 0.50 | 1.17 | 0.82 |
1 Equivalent metal calculation notes; Sn(Eq)% = Sn% x 1 + WO3% x 1.43 + Cu% x 0.40. WO3(EQ)% = Sn% x 0.7 + WO3 + Cu% x 0.28. Commodity price assumptions: WO3 US$ 33,000/t, Sn US$ 22,000/t, Cu US$ 7,000/t. Recovery assumptions: total WO3 recovery 72%, total Sn recovery 68% & total Cu recovery 85% and payability assumptions of 81%, 90% and 90% respectively
More information on Cornwall Resources can be found at: https://www.cornwallresources.com
In September 2011, Strategic Minerals acquired the distribution rights to the Cobre magnetite project in New Mexico, USA, through its wholly owned subsidiary Southern Minerals Group. Cobre has been in production since 2012 and continues to provide a sustainable revenue stream for the Company.
In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia. The Company continues seek opportunities to monetise the asset and has signed a non-binding Heads of Agreement to grant an option to acquire the project.
About the CIOS Good Growth Fund and UK Shared Prosperity Fund
This project is part-funded by the UK Government through the UK Shared Prosperity Fund. Cornwall Council is responsible for managing projects funded by the UK Shared Prosperity Fund through the Cornwall and the Isles of Scilly Good Growth Programme.
Cornwall and Isles of Scilly has been allocated £184 million for local investment through the Shared Prosperity Fund. This new approach to investment is designed to empower local leaders and communities, so they can make a real difference on the ground where it's needed the most.
UK Shared Prosperity Fund
The UK Shared Prosperity Fund proactively supports delivery of the UK-government's five national missions: pushing power out to communities everywhere, with a specific focus to help kickstart economic growth and promoting opportunities in all parts of the UK.
For more information, visit
https://www.gov.uk/government/publications/uk-shared-prosperity-fund-prospectus
For more information, visit https://ciosgoodgrowth.com
STRATEGIC MINERALS PLC
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 was the Company's strongest performance since 2017 following the return of a major client to the Cobre magnetite operation in New Mexico.
As the new Chairman, I believe the Company is well placed to realise the underlying value built up in its projects, in particular its Redmoor Tungsten-Tin-Copper Project which has the potential to be of strategic importance.
Financial results
With sales at Cobre exceeding our previous expectations, the Company ended the year with impressive operational and financial results, with annual magnetite sales at Cobre of 70,658 tonnes (2023:17,965 tonnes), exceeding guidance, with full-year revenue at $4.7m (2023: $1.6m) and year-end cash balances improving to $0.62m.
We are confident of continued positive momentum for 2025, supported by a significant purchase order of up to 30,000 tonnes of magnetite product from a major client of Southern Minerals Group LLC ("SMG") and the extension of access to the Cobre magnetite stockpile in New Mexico into 2029.
Cornwall Resources Limited
Redmoor Tin-Tungsten-Copper Project
During the year, the team at Redmoor developed a strategy to re-examine previous 2017 and 2018 drill core to significantly strengthen the understanding of the existing JORC (2012) compliant Mineral Resource Estimate ("MRE"), concluded significant mineral rights agreements with The Duchy of Cornwall and continued to apply for grant funding from the Shared Prosperity Fund and other sources.
In detail, the team conducted the following activity:
- Further historic relogging and sampling on Redmoor's library of 14,000m of drill core, identifying four new mineralised zones and high-grade tungsten, tin, and copper intercepts within and beyond the Redmoor Deposit's Mineral Resource Estimate.
- Expanding its mineral rights footprint in East Cornwall and the Tamar Valley nearly fourfold to 87.95km² under an Exclusivity and Prospecting Agreement with The Duchy of Cornwall.
- Field sampling and identification of potential exploration opportunities on the recently acquired Duchy of Cornwall licence.
- Continuing involvement in, and advancing new, collaborative research funding opportunities with Camborne School of Mines and the Cornish mining community.
- Gaining membership of the US Defense Industry Base Consortium (DIBC) (Completed) and attending the DIBC symposium, in San Diego (Completed), which outlined the format and nature of current Defense Production Act Investment (DPAI) funding opportunities made available via White Papers open announcements from the Department of Defense for strategic and critical minerals projects.
- Preparing and submitting a White Paper application to an open announcement via the DIBC.
- Continuing engagement with Government, the Critical Minerals Association, and other parties on the upcoming Critical Minerals List refresh, emphasising Redmoor's tungsten, copper and tin prospects.
- Attending Mines and Money conference in December 2024, as part of a "Cornish Pavillion" of Southwest-based mining development projects and representatives, to promote CRL and the growing importance of critical minerals mining to the Cornish and U.K. economy.
- Hosting site visits by investors, research analysts and various other counterparties and stakeholders.
- Hosting local community and stakeholder updates.
Southern Minerals Group LLC
Cobre Operations
The substantial increase in demand at Cobre in New Mexico, associated with the return of its major client, has resulted in the best annual sales revenue since 2017. The Directors continue to progress negotiations in relation to demand and are confident that revenue levels will remain stable to elevated throughout 2025.
The SMG claim against CV Investments ("CVI") was ongoing in 2024. SMG's initial arbitrated claim was for $21.9m for CVI not fulfilling its contract to take magnetite. However, the Receiver for CVI denied this on the basis that SMG was a creditor and that, as CVI received its funding through proceeds of crime (fraud),( SMG would rank behind those impacted by the crime. Accordingly, SMG has reduced its claim to $160k.The receiver for CVI did not make a distribution to claimants in 2024 and any payment in 2025 in relation to the SMG's claim against CVI is expected to be small.
Leigh Creek Copper Mine Pty Ltd
Leigh Creek Copper Project
Throughout 2024, the Company worked with several parties who expressed an interest in investing in or acquiring Leigh Creek Copper Mine Pty Ltd ("LCCM") in South Australia.
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days (subsequently extended by 14 days) from 23 April 2025 (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option").
Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million to be paid on a half yearly basis from the commencement of commercial production at the project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
Safety
The Company has a strong focus on safety issues and continues to maintain a high level of performance when it comes to safety. In 2024 there was one minor safety issue reported.
I would like to take this opportunity to thank my fellow Directors, our management and staff in New Mexico, Cornwall and South Australia, along with our advisers, for their support and hard work on our behalf during the year. Additionally, I would like to thank our investors, clients, contractors, suppliers and partners for their continued backing.
Conclusion
I look forward to progressing our key strategic goals in 2025 as we seek to maximise outputs from the fully funded activities at Redmoor including producing an updated Mineral Resource Estimate ("MRE") with data flowing through to an updated economic model. By the time of our next annual report, we expect to have formed an investment ready business case for mining at Redmoor.
It is worth noting that the most recent MRE at Redmoor was completed in 2019, and the economic assessment, as part of CRL's Internal Scoping Study, was undertaken in 2020. Since then, there have been significant shifts in global markets and commodity prices, with increased recognition of the importance of critical minerals. The Company believes that Redmoor's resource stands out in comparison to most tungsten projects due to the high-grade of tungsten mineralisation, alongside the presence of tin and copper.
With activities underway, we look forward to a significant increase in news output from Redmoor as well as a continued strong performance from Cobre.
Charles Manners
Non-Executive Director and Chairman
16 June 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors of the Company and its subsidiaries (which together comprise the Group) present their Strategic Report on the Group for the year ended 31 December 2024.
Financial Performance
The Company and the Group's reporting currency is US dollars reflecting that, previously, the Group's revenues, expenses, assets and liabilities were predominantly in US currency and, currently, the bulk of revenues continue to be sourced in US dollars.
The Group recorded a profit before tax including discontinued operations tax of $1.996m (2023 loss: $9.082m).
The Board strengthened its policy to ensure overheads and administration costs are appropriately in line with cash flows from operations. Revenue grew from $1.577m in 2023 to $4.745m in 2024 an increase of approximately 200%. Overhead expenses for 2024 were $1.726m (2023: $1.455m) and represented a modest increase of 19%.
On the back of strong revenue growth, SMG incurred a tax expense of $0.691m (2023 $0.073m) for the year.
The Company continued to invest in moving both the Leigh Creek Copper and Redmoor Tungsten-Tin-Copper Projects forward. In 2024, the Company invested $0.531m in such activities (2023: $0.569m).
Included in the amount for trade payables are the following amounts owed to Directors and key management personnel or their related parties:
|
| At 31 Dec 24 | At 31 Dec 23 |
| John Peters | - | 206 |
| Alan Broome | 20 | 70 |
| Peter Wale | - | 52 |
| Karen Williams - CFO | - | 38 |
| Total | 20 | 366 |
Cash at the end of the year was $0.621m (2023: $0.112m).
PROJECT REVIEW AND ACTIVITIES
Cobre performance
In 2024, Cobre revenue reflected the return of its major client, increasing 200% to $4.745m (2023: $1.577m). This increase in demand was managed through additional site hours.
With access to the stockpile being extended until March 2029 and the resumption of shipping to the major client, 2024 was a positive year for the operation and the prospects for 2025 appear to be promising.
In November 2023, the existing President of SMG resigned and was replaced by the existing Pit Manager Tim Klumker. Tim has been with SMG for over six years and has, for the past three years, been running operations.
As previously noted, the receiver for CV Investments made no distribution to claimants in 2024 and any payment in 2025 in relation to the SMG's claim against CVI is expected to be small.
SMG continues to have an exemplary safety record and has developed an enviable culture that reinforces the highest safety standards. In 2024, there was one minor safety incident.
Leigh Creek Copper Mine Pty Ltd ("LCCM")
In 2018, the Company invested in the LCCM project, a historically mined copper oxide deposit, as part of its desire to acquire a near term cash flow project exposed to minerals and metals expected to benefit in the future from supply and demand imbalances, therein providing the Company with a second income stream.
Since acquisition, the Company has invested in a temporary restart of operations to test existing operating capacity and in preparing and submitting a Programme for Environmental Protection and Rehabilitation ("PEPR") in relation to its Paltridge North deposit. The PEPR was conditionally approved in 2021 and LCCM undertook the work required to convert the conditional PEPR to unconditional with additional information being lodged in January 2022.
In July 2022, an unconditional PEPR for the extraction and treatment of copper oxide material at the Paltridge North deposit was issued. The material planned to be extracted at Paltridge North is predominately copper oxide but becomes a transitional copper sulphide ore at the lower part of the planned pit. The regulatory authorities required further details on the treatment of such material and in response an additional PEPR, replicating the unconditional PEPR with data addressing the peculiarities of handling transitional ore, was lodged in December 2022.
In line with the approval of the unconditional PEPR, the Company followed up on parties interested in funding the project at the asset level with a view to a full restart in 2023, subject to receipt of finance. A further PEPR will be required for the proposed future mining of the Lynda/Lorna Doone deposits and work on this is expected to be undertaken during the mining and processing of ore from Paltridge North. The cost and expected timing of these have been incorporated into the Company's financial modelling of the project.
Throughout 2024, the Company has worked with several parties who have expressed an interest in investing in or acquiring the asset.
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
- The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days (subsequently extended by 14 days) from 23 April 2025 (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option").
- Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
- The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
- The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million to be paid on a half yearly basis from the commencement of commercial production at the Project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
LCCM has three approved Mining Leases that cover a number of copper oxide deposits, including Lorna Doone, Lynda, Mountain of Light (Rosmann East and Paltridge North) and the Mount Coffin deposit. All the Mineral Resources are contained within the Mining Leases. They contain a JORC 2012 total resource of 3.61mt @ 0.69% copper for 24,900 of contained copper metal which forms the base of the project and includes the following resource category breakdown.
| | Inferred | Indicated | Total Resource | ||||
| Deposit | Tonnes | Copper Grade | Tonnes | Copper Grade | Tonnes | Copper Grade | Copper Metal (tonnes) |
| Paltridge North | 41,000 | 0.49% | 879,000 | 0.82% | 920,000 | 0.81% | 7,400 |
| Lynda | - | - | 1,349,000 | 0.65% | 1,349,000 | 0.65% | 8,800 |
| Lorna Doone | 66,000 | 0.68% | 1,280,000 | 0.65% | 1,346,000 | 0.65% | 8,700 |
| Total | 107,000 | 0.61% | 3,508,000 | 0.69% | 3,615,000 | 0.69% | 24,900 |
An existing heap leach and Kennecott cone-based copper processing facility is located at the Mountain of Light deposit (adjacent to Rosmann East and nearby Paltridge North) and was successfully operated for a short period in 2019 to test its capacity to resume full time operations.
The region around the project has excellent infrastructure with a modern town (Leigh Creek), sealed airstrip, sealed and all-weather roads, power and water utilities.
In addition to the Mining Leases, two approved Exploration Leases, covering an area of 686km² in the northern Flinders Ranges, are included in the project. These provide excellent opportunities for exploration of new copper oxide resources.
Despite improvements in the economics of the project, associated with higher copper prices, the previous Board's efforts to secure funding did not result in a transaction being achieved in 2023. Accordingly, the full book value of the LCCM project was impaired at 31 December 2023.
As noted above in April 2025, the Company signed a non-binding heads of agreement for the sale of the Leigh Creek Copper Mine project.
Cornwall Resources Limited - Redmoor Tungsten-Tin-Copper Project
After becoming a 50% owner of the Redmoor Tungsten-Tin-Copper Project in 2016, SML moved to acquire full control of CRL, the holder of the Project, in 2019. The move to acquire the balance of CRL was based on the Board's perception of the value of the acquisition and its preference to secure full control of such a key asset before the market became fully aware of its potential.
This 2019 resource update demonstrated that the overall Inferred Resource had increased from the previously assessed 4.5m tonnes at a tin equivalent ("SnEq") of 1.00% to 11.7m tonnes at 1.17% SnEq. The result was a 200% increase in contained metal, 160% in resource tonnes and a 0.17% rise in the tin equivalent grade.
Not only has the resource been significantly expanded but, as shown in the following diagram, the mineralisation has been discovered in discrete locations giving rise to the ability to tailor mining and processing to preferred mineralisation at the time of extraction.
The Board considers that CRL holds a significant asset at a time when the regional potential of the area and its recent extension of the exploration licence, until 2037, provides the time to develop this fully to the best benefit of shareholders.
Increases in commodity prices, notably tin and copper, have impacted very positively on the economics of the Redmoor Project. This, combined with the world class standing of the Redmoor deposit, augurs well for valuation in the future. In the Company's last Redmoor Scoping Study report, in October 2020, commodity prices used were tin $20,000/t (currently c$30,000/t), tungsten $30,000/t (currently c$32,500 MTU) and copper $3.18 lb (currently c$4.65/lb). Accordingly, internal analysis shows a significant increase upon the previously reported after tax NPV8 of $91m and the IRR of 23.4%.
In late 2024 a revised submission was submitted to secure grant funding from the Shared Prosperity Fund of the Council of Cornwall and the Isles of Scilly.
In April 2025, CRL finalised grant funding of over £764k with the UK Government through the UK Shared Prosperity Fund ("SPF").Cornwall Council is responsible for managing projects funded by the UK Shared Prosperity Fund through the Cornwall and the Isles of Scilly Good Growth Programme.
The grant funding, which will be equally matched by Company expenditure up to a total Project spend of £1.529m, will enable new exploration activities, including borehole drilling, aimed at accelerating the development of the Redmoor Tungsten-Tin-Copper Project.
Safety
There was only one minor safety incident in 2024 (2023: one) which occurred at th US operation, when a machine drove into a pothole caused by inclement weather, jarring the driver. As a result, the driver was given the rest of the day off and returned to work the next morning.
Board Changes
| Name | Position | Appointment Date | Resignation Date |
| Charles Manners | Non- Executive Chairman | 1 September 2024 | |
| Mark Burnett | Non-Executive Director | 1 September 2024 | 15 November 2024 |
| | Executive Director | 15 November 2024 | |
| John Peters | Executive Director | | 15 November 2024 |
| Alan Broome | Chairman | | 16 July 2024 |
| Peter Wale | Executive Director | | 24 March 2025 |
| Philip Haydn- Slater | Non-Executive Director | 27 January 2025 | |
Key Risks and Uncertainties
The management of the business and the execution of the Group's strategy are subject to a number of risks. The Group regularly reviews the principal risks and uncertainties that the business faces and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact. There is the possibility that if more than one event occurs, that the overall effect of such events would compound the possible adverse effects on the Group.
Our principal risks and uncertainties are as follows:
Commodity prices and currency risk
Although the Group's main income stream at Cobre is focused on localised markets, which minimises the impact of global commodity prices, the value of its development projects can still be subject to changes in global commodity prices. Fluctuations in commodity markets are affected by numerous factors beyond the Group's control, including global demand and supply, international economic trends, currency exchange fluctuations, expectations for inflation, speculative activity, consumption patterns and global or regional political events. The aggregate effect of these factors is impossible to predict. Fluctuations in commodity prices, over the long term, may adversely impact the returns of the Group's investments. The Group monitors commodity prices and structures its portfolio of assets with commodities that are likely to appreciate in the medium to long term.
The Group reports its results in US Dollars, whilst the functional currency of the parent company from which the Group derives most of its funding is Pound Sterling. Fluctuations in exchange rates between currencies in which the Group invest, reports, or derives income may cause fluctuations in its financial results that are not necessarily related to the Group's underlying operations. The Group converts funds to a currency in which funds will be utilised on an as needed basis.
Funding risk
The Group requires funds, both to manage its working capital requirements and fund new and existing projects, as the Group seeks to grow. If the Group is not able to obtain sufficient financial resources, it may not be able to develop new and existing projects. There can be no assurance that such funds will continue to be available on reasonable terms, or at all in the future. The Directors regularly review cash flow expenditure requirements, and the cash flow generated from its Cobre operation to ensure the Company and Group can meet financial obligations as and when they fall due.
In 2024, uncertainty in capital markets restricted access to both debt and equity markets and the Board demonstrated flexibility and financial acumen in navigating the complexities associated with ensuring cash flow for operations. Early 2025 indications are that investment market uncertainty is reducing.
Reserve and resource risk
The mineral reserve and resource relating to CRL and LCCM are only estimates and no assurance can be given that the estimated reserves and resources will be recovered or that they will be recovered at the rates estimated. Reserve and resource estimates are based on sampling and, consequently, are uncertain because the samples may not be representative. Reserve and resource estimates may require revision (up or down) based on future actual production experience. The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved.
The commercial viability of a mineral deposit, once discovered, is also dependent upon several factors, including the size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. There can be no guarantee that a mineral deposit will be economically viable. The Group undertakes studies in order to mitigate this risk.
Licence and Permitting risk
The exploration, developing and mining of resources is, usually, governed by licensing and permitting requirements issued, generally, by governments. These normally cover limited periods and risk may be attached to whether governments permit these periods to be extended or institute "new" conditions on their usage. While this is true for all resource projects it has significant application to SML's two, pre-production assets, namely:
(a) LCCM - The PEPR permitting process provides risk, both to costs and timing of projects. While the PEPR for mining copper oxide material from Paltridge North is unconditional, at the time of writing, the variation to encapsulate the transitional ore expected at the bottom of the planned Paltridge North pit has also been submitted and is pending approval. There is also a need for a PEPR for the Lynda/Lorna Doone deposit. Allowance for these undertakings is reflected in our internal plans and valuations but it is acknowledged that risks to the overall projects value may arise from variations to expectations around the granting of these PEPRs.
(b) Redmoor - As the planned Redmoor Project is not as advanced as LCCM, its progress is still dependent on obtaining and maintaining appropriate approvals. Ultimately, a mining licence will need to be obtained. However, for the present, the principal focus is on the current fully funded project activities including drilling.
Customer risk
The level of profitability of the Group is currently dependant on the performance of the Group's Cobre operation in the United States. The Cobre operation has several major customers and should one or more of these customers choose to not to purchase product it may have a substantial impact on the performance of the Group. The Group continues to look for additional customers at Cobre to address this risk and in addition will develop other projects such as Redmoor to reduce the risk of dependence on any one customer.
Operational and Environmental risk
Mining operations are subject to hazards normally encountered in exploration, development, and production. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment, people, or the environment and which could impact any future production throughput. Although it is intended to take adequate precautions to minimise risk, there is a possibility of a material adverse impact on the Group's operations and its financial results. The Group will develop and maintain policies appropriate to the stage of development of its various projects. In 2020, as a safeguard to both our clients and staff, amendments were made to operational procedures to ensure that delivery of material was contactless. These procedures have continued as standard practice.
Strategic risk
Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, the Group may be unable to acquire rights to exploit additional revenue generative assets such as Cobre and attractive mining development properties such as Redmoor and LCCM on terms it considers acceptable. Accordingly, there can be no assurance that the Group will acquire any interest in additional operations that would yield reserves or result in commercial mining operations. The Group expects to undertake sufficient due diligence to help ensure opportunities are subjected to proper evaluation.
Uninsurable risk
The Group may become subject to liability for accidents, pollution, and other hazards against which it cannot insure or against which it may elect not to insure because of prohibitive premium costs or for other reasons, such as amounts which exceed policy limits.
Product risk
The Group has a contract for access to magnetite iron ore at the Cobre operation until March 2029. There is a risk that the supplier may terminate the agreement, after this time, in which case the Group would no longer have product to sell. The Group's proactive approach in securing access for the next four years has minimised the impact this risk may have on future operations and the Group's management actively engages with its supplier throughout the year to proactively address any concerns that the supplier may raise.
An off-take arrangement remains in place for the LCCM project which is subject to minimum product specifications. During 2019 the Group was able to produce at specification material in its retreatment of heaps thereby substantially reducing the product specification risk. No further product has been produced since 2019.
Dependence on key personnel risk
The Group and Company are dependent upon the executive and local management teams. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on the Company's ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. The Group incentivises executives and management with market-based remuneration packages, short term and long-term incentive schemes.
Climate Change Risk
While climate change considerations can seriously impact resource companies, the Group considers that there is little downside risk from these considerations, given the metals and minerals in its portfolio, and that these climate change considerations are likely to impact positively on commodity prices for both copper and tin.
Ongoing War Risk
The ongoing Russia- Ukraine and Middle-East conflicts continue to raise the possibility of a global conflict. To date, these actions have generally positively impacted on resource prices relevant to SML. However, there is risk, that global economic growth may be severely curtailed, and this would, ultimately, have a negative impact on the demand for resources.
Key Performance Indicators
The Board monitors the activities and performance of the Group on a regular basis. The principal KPI's monitored by the Group are domestic sales of product from Cobre, the cash position of the Group, the investment in project activities, the share price of the Group and the health, safety, and environmental incidents of the Group.
The sales of domestic product at Cobre were significantly improved in 2024, due to a return of sales to the largest client. Revenue in 2024 was $4.745m (2023: $1.577m).
The unrestricted cash position of the Group as of 31 December 2024 was $0.621m which increased from $0.112m from the previous year. This increase in cash reflects the operating profit generated during the year, less the investments made into the LCCM and Redmoor projects as detailed in the Group Statement of Cash Flows.
The share price of the Company at year end was 0.25p (2023: 0.10p).
The Group had only one minor health and safety or environmental incident during the year, (2023: one).
Strategy
In early 2016, the Group adopted a strategy emphasising both an operating and investment strategy which continues today.
The operating strategy is centred on maintaining and improving cash flows from the Group's magnetite stockpile at the Cobre mine in New Mexico, USA, whilst also limiting corporate overheads in line with this profitability, thus ensuring operating self-sufficiency.
The investment strategy is built around investment in projects that relate to metals expected to increase in demand and price over the medium term.
Outlook and Prospects
The Group will continue its policy, since the arrival of the current Board members, of maintaining control of its overheads. The Board will also look to reduce costs by simplifying the group structure, especially by focussed on a reduction in the number of Australian subsidiaries.
It is focused on a executing a sale of LCCM in 2025 and is looking to expand Cobre's profitable domestic sales as well as significantly progressing the Redmoor Tungsten-Tin-Copper Project to a "pre-feasibility" stage.
The Board is confident that the outlook for the Group is encouraging having weathered testing times since 2020. The Group is actively pursuing further funding opportunities, both joint venture and debt style, to progress Redmoor. The low holding cost of this project, the low level of debt in the Group and the extended access to the Cobre magnetite stockpile to 2029, with its associated cash flow, provides the Group the flexibility, when considering financing options, to extract maximum value from this investment.
At Redmoor, the next goal after the ongoing fully funded project activities, will be the preparation of a pre-feasibility study to be followed by a bankable feasibility study. Each study is expected to take two to two and a half years to complete, and the Company has begun to access grant funding to assist in the completion of the pre-feasibility study.
The robust performance of commodity prices, notably tin, have provided optimism for the Group.
Directors' section 172 statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and referenced below, how the Board engages with stakeholders.
Likely consequence of any decision in the long term
The Chairman's Statement, Strategic Report Business Strategy and the Corporate Governance Statement set out the Company's long-term rationale and strategy.
Interests of employees
The Employee section of the Company's Corporate Governance Statement sets out the Company's approach to the interests of its employees.
Foster business relationships with suppliers, customers, and others
The Company's approach to business relationships with stakeholders and shareholders are set out in the Company's Corporate Governance Statement.
Community and environment
The Company's approach to the community is set out in the Corporate Governance Statement.
Maintain high standards of business conduct
The Corporate Governance Statement sets out the Board and Committee structures and extensive Board and Committee meetings held during 2024, together with the experience of executive management and the Board and the Company's policies and procedures.
Act fairly between shareholders
The Corporate Governance Statement sets out the process the Company follows to ensure it all shareholder interests are preserved and enhanced.
Principal Decisions made by the Board
We define principal decisions as both those that have long-term strategic impact and are material to the Group, but also those that are significant to our key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company:
(a) Commitment to sale of Leigh Creek
During late 2024 and early 2025, the Board has concentrated its efforts to sell LCCM. While the Board is confident that LCCM will be sold, due to the lack of success in securing a sale, management has assessed that at 31 December 2024, the asset continues to be impaired and an impairment expense of $0.113m (2023: $8.898m) will be recorded in profit or loss.
(b) Debt management
$721,000 of trade and other payables were paid in 2024, including $346,000 in amounts owed at 31 December 2023 to Director and key management personnel or their related parties.
(c) Progression of Redmoor Tungsten-Tin-Copper Project
The Board continues to focus its attention on securing the progress of the Redmoor Project with minimal parent dilution and considers that the placement of tin and tungsten on the UK critical minerals list played a significant role in the Group accessing government grant funding. The grant funding being sourced does not preclude the Group looking for an appropriately resourced joint venture partner that could assist in the completion of feasibility studies.
(d) Limiting of equity raises in line with investment in value added project progression
The Board has adopted a policy of seeking to limit the Company's capital raisings, and hence shareholder dilution, as much as possible and to, generally, ensure that the bulk of funds raised are for value added purposes/projects.
(e) Commitment to funding operating costs from Cobre cash flows
The Board has adopted a long running strategic objective to maintain corporate overheads within after tax cash flow generated from its Cobre operations. In this manner, any dilutive equity issues are directed at, potentially, valuable accretive investments to progress projects. Whilst this could not be achieved in 2023 and 2024, the Board is confident this is achievable in 2025.
In making the above principal decisions, the Directors believe that they have considered all relevant stakeholders, potential impact and conflicts, the Company's business model and its long-term strategic objectives, and have acted accordingly to promote the success of the Company for the benefit of its members as a whole.
The Strategic Report was approved and authorised for issue by the Board of Directors and was signed on its behalf by:
Mark Burnett
Executive Director
16 June 2025
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the audited financial statements for Strategic Minerals Plc ("the Company") and its wholly owned subsidiaries ("the Group") for the year ended 31 December 2024.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Company is a public limited company registered in the UK whose registered office is 27/28 Eastcastle Street, London, W1W 8DH.
The principal activity of the Company is a holding company. The principal activity of the Group is the exploration, development, and operation of mining projects.
A review of the Group's business during the financial year and its likely development is given in the preceding Chairman's Report and Strategic Review.
RESULTS AND DIVIDENDS
The Group recorded a profit after taxation for the year of $1.305m (2023 loss: $9.155m).
The Directors do not propose to recommend any distribution by way of dividend for the year ended 31 December 2024.
DIRECTORS
The Directors who served the Company during the period and to the date of this report were as follows:
Current Directors
Mark Burnett (appointed 1 September 2024)
Charles Manners (appointed 1 September 2024)
Peter Wale (appointed 12 July 2016; resigned 24 March 2025)
Alan Broome (appointed 2 July 2015; resigned 16 July 2024)
John Peters (appointed 21 January 2015; resigned 15 November 2024)
Philip Haydn-Slater (appointed 27 January 2025)
DIRECTORS' INTERESTS IN SHARES AND OPTIONS
The persons who held office during the year or at the year-end had the following interests in share capital and options of the Company as detailed below.
| Director | Shares held | Shares held |
| John Peters | 81,000,000 | 81,000,000 |
| Peter Wale | 80,767,266 | 80,767,266 |
| Alan Broome | 9,172,319 | 9,172,319 |
| Charles Manners | 91,130,742 | 91,130,742 |
| Mark Burnett (appointed 1 September 2024) | - | - |
No options were held as at the reporting date and as at 31 December 2024 (2023: nil) for all Directors.
DIRECTORS' REMUNERATION AND SERVICE CONTRACTS
Under their respective service contracts, the officers of the Company received fees as detailed in the Directors' Remuneration table in Note 6.
SHARE CAPITAL
Strategic Minerals Plc is incorporated as a public limited company and is registered in England and Wales with the registered number 07440902. Details of the Parent Company's issued share capital, together with details of the movements during the year, are shown in Note 19.
The Parent Company has one class of Ordinary Share and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.
The total issued share capital of the Company comprises 2,349,297,949 ordinary shares of 0.10p each, with one voting right per share. The Company does not hold any ordinary shares in treasury.
The total number of ordinary shares and voting rights in the Company is therefore 2,349,297,949.
SUBSTANTIAL SHAREHOLDERS
As at 16 June 2025 shareholdings of 3% or more of the issued share capital notified to the Company were:
| | Number of 0.1p ordinary shares
| Percentage of issued share capital |
| Charles and Alexandra Manners | 91,130,742 | 3.88 |
| RAB Capital (Phillip Richards) * | 81,000,000 | 3.45 |
| John Peters | 81,000,000 | 3.45 |
| Peter Wale
| 80,767,266
| 3.44
|
*Mark Burnett is an Executive Director and is also Director of Mining Investments for RAB Capital. Mr Burnett is the RAB Capital representative on the Board and represents the shareholder interests of RAB Capital/Phillip Richards.
Based on the total issued share capital of 2,349,297,949 at 16 June 2025.
POLITICAL CONTRIBUTIONS
There were no political contributions made by the Group during the year ended 31 December 2024 (2023: Nil).
INFORMATION TO SHAREHOLDERS - WEBSITE
The Company has its own website (www.strategicminerals.net) for the purposes of improving information flow to shareholders, as well as to potential investors.
GOING CONCERN
The Directors have considered the Company's and Group's ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 31 December 2026 and a review of the key assumptions on which these are based and sensitivity analysis.
The Company and Group forecasts that to have sufficient funds to meet all operating costs until 31 December 2026, the Company and Group is reliant on cash being generated from its magnetite revenue. The group does not have guaranteed revenue for the period to 31 December 2026 and the level of the group's future revenue and associated cashflow receipts cannot be determined with any certainty. If the group's major customer does not renew its 2025 and 2026 orders at similar level to the year ended 31 December 2024, then the group may be required to secure alternative funding over the course of the next twelve months from the date of signing of the financial statements. The need to secure this future funding if revenue receipts do not attain a certain level represents a material uncertainty that may cast significant doubt on the company's and group's ability to continue as a going concern.
As outlined by the Board, it is intended that any funds required to progress either the sale of Leigh Creek Copper Mine and/or Redmoor Project will be sourced at the asset level and the Directors are actively pursuing such funding.
In May 2025, the Company raised in aggregate, gross proceeds of £1m through the placing of 333,333,333 new Ordinary Shares to certain investors at a price of 0.3 pence per share. The net proceeds of the Placing will be principally used to progress activities at the Company's Redmoor Tungsten-Tin-Copper Project in Cornwall and for working capital purposes.
The Directors have reasonable expectation that the Company and Group will continue to have access to sufficient resources by way of debt or equity markets should the need arise. Consequently, the financial statements have been prepared on a going concern basis.
The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company and Group not continue as a going concern.
INDEMNITY OF OFFICERS
The Company currently maintains insurance to cover against legal action brought against its directors and officers. It evaluates on the appointment of new directors whether an indemnity from the Company for the actions of previous directors is warranted. However, the Company may purchase and maintain, for any Director or officer, insurance against any liability in the near future pending the evolution and complexity of any further new projects undertaken by the Group.
FINANCIAL RISK MANAGEMENT
Refer to Note 3 to the financial statements for further details.
RESEARCH and DEVELOPMENT
The Redmoor R&D project seeks to further develop and understand the geology of economically viable resources of contained tungsten, tin and copper in the area of Kelly Bray, Cornwall, and to develop the associated technologies required to extract them. Ongoing activities have expanded to CRL's wider mineral rights license area, including the newly acquired Tamar Valley Licence Area (licensed in April 2024), to research and understand the wider mineral potential of the area and the project's environmental baselines.
AUDITORS
Moore Kingston Smith LLP were appointed as auditors of the Company for the financial year. A resolution to re-appoint Moore Kingston Smith LLP will be put to the shareholders at the next Annual General Meeting.
EVENTS AFTER THE END OF THE REPORTING PERIOD
Refer to Note 27 to the financial statements for further details.
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the Company's website. The maintenance and integrity of the website is the responsibility of the Directors. The Directors' responsibility also extends to the financial statements contained therein.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors, at the time of approval of their report, are aware:
· there is no relevant audit information of which the Company's auditors are unaware; and
· the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
By order of the Board
Mark Burnett
Executive Director
16 June 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group and Company financial statements in accordance with UK adopted International Accounting Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether they have been prepared in accordance with UK adopted International Accounting Standards subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
STRATEGIC MINERALS PLC
CORPORATE GOVERNANCE STATEMENT
Board of Directors
The aim of the Board is to function at the head of the Group's management structures, leading and controlling its activities and setting a strategy for enhancing shareholder value. Regular meetings are held to review the Group's forward planning. The Board currently consists of a Non-Executive Chairman, an Executive Director, and a Non- Executive Director.
The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and, in 2018, formally adopted The QCA Corporate Governance Code (the "QCA Code") after noting that it had, effectively, implemented its content in its previous arrangements.
The QCA Code's application to the Company, as outlined in its corporate governance statements and disclosures, involves adhering to its principles while considering various expectations, and explaining any deviations from these principles. This supports the company's medium to long-term success by promoting transparency, accountability, and strong governance practices, which in turn builds investor confidence and fosters a sustainable business environment.
In addition to the details provided below, governance disclosures can be found at the company's website at www.strategicminerals.net.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Board has developed and enunciated a strategy and business model as detailed on the Company's website at https://www.strategicminerals.net/company/strategy.
The Board considers the Company's strategy provides a framework for medium to longer term growth in shareholder value.
The major risks to the Company's overall strategy stem from the potential failure to maintain access to the Cobre magnetite stockpile and overextending its cash requirements.
With respect to the exposure to operating cash flow only from the Cobre magnetite stockpile, the Board is actively embarked on a sale process for a buyer for the Leigh Creek Copper Mine.
As noted in the Strategic Report, in April 2025, the Company signed a non-binding heads of agreement for the sale of the Leigh Creek Copper Mine. Further details can be found in the Strategic Report and in Note 27.
In relation to cash flow management of the Company, the Directors closely monitor existing and expected cash flow resources and plans for committing these to project development and covering of corporate overheads. Additional to this, the Board regularly is in contact with market participants to ensure that sufficient interest is maintained in the market and that the Company can, generally, raise funding as required.
A consideration of broader risks of the Company can also be found at pages 11 to 13 of this report and the financial instruments Note 3 of these financial statements.
Principle 2: Seek to understand and meet shareholder needs and expectations
Shareholder input and communication has been actively sought by the Board through direct contact with shareholders at both the Annual General Meeting, shareholder information evenings (sometimes combined with the Annual General Meeting), monitoring of social media platforms, regular RNS releases and direct one on one meetings with larger investors. At all times, due regard is given to the price sensitive nature of comments.
All shareholders are encouraged to attend the Company's Annual General Meeting and investors have access to current information on the Company through its website and via the info@strategicminerals.net email address.
Principle 3: Consider wider stakeholder and social responsibilities and their implications for long-term success
As the Company is involved in the mining industry, the Board is highly cognisant of its responsibility not only to shareholders but in the broader community. As such, it has adopted a policy to ensure adequate community consultation is undertaken in the areas where we operate. Notably, in New Mexico USA, Cornwall UK and Leigh Creek Australia, communication with local residents and active involvement in the community has been encouraged. Additionally, the Company has a policy to, where possible, employ local residents when undertaking operations. To date, this has proven highly successful with all locations recording either none or extremely low levels of community dissent.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The management of the business and the execution of the Group's strategy are subject to a number of risks. The Group regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact.
The Board is constantly undertaking a review of risk and, as a mining company, has adopted and engendered a safety culture within the Group to ensure that personnel safety is considered above financial reward.
Information in relation to the Key Risks and Uncertainties that are relevant to the Group are set on page 11-13 of this report.
Board Committees
The Board has established separate sub-committees for Audit and Remuneration matters (chaired by Charles Manners). Additionally, a separate Safety sub-committee (chaired by Charles Manners) operated in 2024.
Given the composition of the Board and the size of the Company, it is felt a separate Nomination Committee is not yet warranted. However, as the Company's operations expand, the Board will monitor this aspect of operations and will respond accordingly. The Board collectively undertakes the function of such a committee and where conflicts arise the Directors exclude themselves from voting on such matters.
Further information on the Company's Audit, Remuneration, and Safety Committees and their policies are set out under Principle 9 below.
Member details of the committees as at the date of this report are:
| Members | Remuneration Committee | Safety Committee | Audit Committee |
| Charles Manners - Non-Executive Chairman | Chair | Chair | Chair |
| Mark Burnett - Executive Director | Member | Member | Member |
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the chair
There are currently three (3) Board Directors (two of which are non-executive) and the Board considers that, at this time, this is appropriate to the Company's current level of operations, although this is reviewed formally at least annually. The Board is considered well balanced in that:
- Charles Manners - Non-Executive Chairman (appointed 1 September 2024)
Mr Manners has been the largest shareholder in SML for a number of years. He worked in investment banking from 1985 until 2009, latterly as a Senior Managing Director and Head of Fixed Income Sales at Nomura International PLC. From 2009 to 2016, he was a co-founder and partner in an advisory firm, focussed on tailored structured solutions. He was a Non-Executive Director of Asset Trust Housing Association Limited, a regulated provider of affordable shared ownership housing, and is a Director and Chairman of the Board of Campden Charities. In addition, he is an extensive investor, focussed primarily on natural resources, healthcare and real estate.
- Mark Burnett - Executive Director (appointed as Non-Executive Director 1 September 2024
then as Executive Director 15 November 2024)
Mr Burnett is Director of Mining Investments at RAB Capital, a leading mining specialist investor in London, with over 10 years investing and corporate finance experience in extractive industries across North America, Australia and Europe. He is Interim-Chair of a critical metals company operating in Africa and a Non-Executive Director of a critical metals company operating in the USA.
- Philip Haydn-Slater - Independent Non-Executive Director (appointed 25 January 2025)
Mr Haydn-Slater has significant public and private company exposure, covering corporate finance, investments, and Board positions of publicly listed companies.
He is currently the Non-Executive Chairman of Riverfort Global Opportunities PLC. He was previously Non-Executive Director of RA International PLC, as well as ASX Listed ADX Energy Ltd and Sacgasco Ltd.
- Peter Wale - (resigned 24 March 2025)
As an Executive Director, Mr Wale provided an invaluable bridge to shareholders providing insights into shareholder requirements as well as monitoring and handling media aspects. Peter, along with John Peters, managed the Company's interface with shareholders, media and the investment community. Peter also undertook an executive role in the management of Cornwall Resources Limited.
- Alan Broome AM - (resigned 16 July 2024)
The Non-Executive Independent Chairman, provided a sounding board for corporate strategy, a wealth of mining experience, is a metallurgist by training and is highly experienced in corporate governance. Mr Broome was not involved with the day-to-day operations of the Company and provided guidance at the Board level.
- John Peters - (resigned 15 November 2024)
As Managing Director, Mr Peters brought in-depth strategic management and investment banking experience. His practical management helped to focus the Company and its consultants on the overall strategy while managing the hands on, day to day management.
All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.
Role of the Chairman
The Chairman's role is multifaceted, encompassing leadership, effective board functioning, communication, and oversight of governance practices. He is responsible for leading the board, setting agendas, facilitating discussions, and ensuring all board members have a voice. The chair also acts as a key communicator, representing the board to stakeholders and shareholders. He oversees the board's performance, including annual reviews, and is responsible for setting high governance standards.
Attendance at Board and Committee Meetings
The Board aims to meet at least eight times a year and as required from time to time to consider specific issued required for decision by the Board.
The Company held nine Board meetings and several sub-committee meetings during the reporting period and the number of meetings attended by each of the Directors of the Company during the year to 31 December 2024 is listed below.
The Directors attended all Board meetings and committee meetings that they were eligible and required to attend, except Mr Peter Wale who did not attend two Board meetings.
| Director |
| Board Meetings | Remuneration Committee | Audit Committee | Safety Committee |
| A Broome¹ | Chairman | 5 | - | 1 | - |
| J Peters | Executive Director | 9 | - | - | - |
| P Wale | Executive Director | 9 | - | 1 | - |
| M Burnett | Executive Director | 7 | 1 | - | - |
| C Manners² | Chairman | 7 | 1 | - | - |
1. Chairman to 16 July 2024
2. Chairman from 11 September 2024
Directors' conflict of interest
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
Time Commitment of Directors.
All current Directors are remunerated on fixed fee part time basis and are remunerated for hours over and above their normal duties. Mr John Peters was remunerated on a full-time basis up to his resignation on 15 November 2024.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Biographies for the Directors can be found in the 'Board of Directors and Corporate Management' section of the company website at https://www.strategicminerals.net/company/our-team.html
The Board is not dominated by one person or group of people.
The Board undertakes regular reviews of its capacity to guide the Company in seeking to implement the Company's strategy. The Board also reviews periodically the appropriateness and opportunity for continuing professional development whether formal or informal.
Independent advice
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. In addition, the Directors have direct access to the advice and services of the Company Secretary, Chief Financial Officer, and the Company's NOMAD, lawyers and auditors.
Re-election of Directors
The Company's Articles of Association require that one-third of the Directors must stand for re-election by shareholders annually in rotation and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment.
Principle 7: Evaluate the Board performance based on clear and relevant objectives, seeking continuous improvement
Given the size of the Company and the small but critical nature of the roles of the Directors, board performance measures have not been independently developed. The Company relies upon the market and shareholder feedback to assess the Board's performance.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to embody and promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave.
The Company has adopted a code for Directors' and employees' dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. The Code sets out the circumstances and procedures by which shares can be bought and sold and is supplied to all persons discharging managerial duties.
The formation of the Safety Committee and the way options are allocated to Directors and key management/consultants has created a team environment in which the running of the Company is aligned with medium to longer term shareholder goals.
These measures enable the Company to determine that ethical values and behaviours are recognised and respected.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
As a resource development company, the Board considers that the crucial governance structures and processes revolve around Safety, Audit and Remuneration.
Safety Committee
Safety is a critical matter, particularly given the capacity for harm to employees and consultants. The purpose of the Safety Committee is to ensure that our vision, to provide a safe workplace where no harm comes to anyone, is applied at all of the Company's locations and that a culture of safety purveys throughout the organisation.
The Company believes that all reasonable efforts should be undertaken to ensure incidents are prevented, management have ultimate accountability for health and safety but everyone on site has a responsibility to ensure no one comes to harm and employees have the responsibility to stop any job or activity they believe is unsafe and could cause harm to people.
The Safety Committee attempts to monitor, and report to the full Board, on the achievement of the Company in devoting the necessary resources needed to create a working environment, both physically and supervisorial, in which our people and others under our influence and control can work without sustaining injury or suffering ill health; ensuring no business target takes priority over health and safety; using risk assessments to identify hazards and unsafe behaviours and introduce actions to reduce the risk to acceptable levels; investigating and reporting all accidents and dangerous occurrences and preventing future incidents; setting safety targets with the aim of preventing incidents and accidents and communicate the performance to all employees; ensuring all employees are competent to carry out the tasks assigned to them by providing the relevant information, instruction, training and supervision required; encouraging everyone to contribute to working safely and preventing accidents; designing, constructing, operating and maintaining all equipment, buildings and structures to ensure a safe operation; and comply with all current legislation and codes of practice.
Audit Committee
The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial reporting and internal control principles set out in the QCAC and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:
- to monitor the integrity of the financial statements of the Company and Group, and any formal announcement relating to the Company's performance.
- to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
- to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
- to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems;
- to review key judgements and estimates relating to the impairment assessment of project assets - LCCM, CRL; and
- to assess the ability of the Company and Group to continue as a going concern.
Further details of Board committees are given under Principle 4 above.
Securities Trading
The Company has adopted a share dealing code for dealings in shares by Directors and senior employees which is compliant with the Market Abuse Regulation (EU) No 596/2014 ("MAR") and appropriate for an AIM company. The Directors will comply with MAR and AIM Rule 21 relating to dealings and will take all reasonable steps to ensure compliance by persons discharging managerial responsibility ("PDMR") and persons closely associated with them.
Suitability of governance structures
The Board intends that the Company's governance structures evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Directors believe a healthy dialogue exists between the Board, the Company's shareholders and other stakeholders. The Board regularly has reports on shareholder feedback through summary of social media comments, and undertakes site visits and customer visits throughout the year.
In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. The outcomes of all shareholder votes are disclosed in a clear and transparent manner via a regulatory information service, such as RNS of the London Stock Exchange.
The Company includes historical annual reports, notices of general meetings and RNS announcements over the last five years on its website. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
The Company will include, when relevant, in its annual report, any matters of note arising from the Audit or Remuneration Committees.
EXTERNAL AUDITOR
During the year the Board met with the auditor to discuss the audit process and the matters the auditor identified during the audit. The Board will continue to meet with the auditor at least twice a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group and its external auditor. The current auditor has not supplied any non-audit services.
The Group controls the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded and approved of the non-audit services provided by the external auditors. As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process.
There are no contractual obligations restricting the Board's choice of external auditor. Moore Kingston Smith LLP were appointed as auditors of the Company for the financial year. A resolution to reappoint Moore Kingston Smith LLP will be put to the shareholders at the next Annual General Meeting.
STRATEGIC MINERALS PLC
AUDIT COMMITTEE REPORT
This report addresses the responsibilities, the membership, and the activities of the Audit Committee in 2024 and up to the approval of the 2024 Annual Report and 2024 year-end financial statements.
Responsibilities
The main responsibilities of the Audit Committee are to:
- monitor the integrity of the financial statements of the Company and Group, and any formal announcement relating to the Company's performance;
- monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
- keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
- keep under review the effectiveness of the Company's financial reporting and internal control policies and systems;
- review key judgements and estimates relating to the impairment assessment of project assets - LCCM, CRL; and
- assess the ability of the Company and Group to continue as a going concern.
Membership
Members of the Audit Committee:
- Charles Manners (Chairman) (appointed 1 September 2024)
- Mark Burnett (appointed 1 September 2024)
- Peter Wale (resigned 24 March 2025)
Activities in 2024
With regard to the 2024 year-end audit, the Audit Committee has reviewed the following key audit matters:
1. Going Concern
The Directors have considered the Company's and Group's ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 31 December 2026 and a review of the key assumptions on which these are based and sensitivity analysis.
The Company and Group forecasts that to have sufficient funds to meet all operating costs until 31 December 2026, the Company and Group is reliant on cash being generated from its magnetite revenue. The group does not have guaranteed revenue for the period to 31 December 2026 and the level of the group's future revenue and associated cashflow receipts cannot be determined with any certainty. If the group's major customer does not renew its 2025 and 2026 orders at similar level to the year ended 31 December 2024, then the group may be required to secure alternative funding over the course of the next twelve months from the date of signing of the financial statements. The need to secure this future funding if revenue receipts do not attain a certain level represents a material uncertainty that may cast significant doubt on the company's and group's ability to continue as a going concern.
As outlined by the Board, it is intended that any funds required to progress either the sale of Leigh Creek Copper Mine and/or Redmoor Project will be sourced at the asset level and the Directors are actively pursuing such funding.
In May 2025, the Company raised in aggregate, gross proceeds of £1m through the placing of 333,333,333 new Ordinary Shares to certain investors at a price of 0.3 pence per share. The net proceeds of the Placing will be principally used to progress activities at the Company's Redmoor Tungsten-Tin-Copper Project in Cornwall and for working capital purposes.
The Directors have reasonable expectation that the Company and Group will continue to have access to sufficient resources by way of debt or equity markets should the need arise. Consequently, the financial statements have been prepared on a going concern basis.
The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company and Group not continue as a going concern.
2. Impairment Assessments
The Committee has reviewed the judgements surrounding the impairment assessments required under IAS36 for LCCM and IFRS6 for Central Australian Rare Earths Pty Ltd ("CARE") and CRL.
| CARE: | The Group reduced the carrying amount of the asset to nil in 2019 recognising an impairment loss. During 2021 all tenements were relinquished to the Western Australian government. |
| CRL: | The Redmoor Project is an early-stage exploration project. The Audit Committee is satisfied that results from exploration activity provide sufficient evidence of the continued prospectivity of the asset. Accordingly, no impairment indicators have been identified. |
| LCCM: | Despite the Board's efforts to secure funding, a transaction has not been achieved. As this is a significant indicator of the ongoing impairment for the LCCM project, the Group has continued to maintain the carrying amount of the asset at nil and has therefore recognised an impairment loss in the year of $0.113m (2023: $8.898m). |
| COBRE: | The Property Plant and Equipment and Right to Use Assets have been assessed for impairment. These assets are being depreciated/amortised in accordance with their estimated useful life or lease term. No impairment indicators have been identified. |
Conclusion
In 2025 and beyond, the Audit Committee will continue to adopt the new reporting and regulatory requirements and ensure that the system of internal controls is both maintained and regularly reviewed for improvement. The Audit Committee will also continue to review group assets for triggers that may indicate impairment and closely monitor the financial risks faced by the business and progress made towards mitigating these.
For and on behalf of the Audit Committee
Charles Manners
Chair of Audit Committee
16 June 2025
STRATEGIC MINERALS PLC
REMUNERATION COMMITTEE REPORT
This remuneration report has been prepared by the Remuneration Committee and approved by the Board. The report for 2024 sets out the details of remuneration for the Directors and discloses the amounts paid during the year.
Membership
Members of the of the Remuneration Committee are Charles Manners (Chairman) and Mark Burnett. Other Directors are invited to attend as appropriate provided they do not have a conflict of interest. The aim of the Remuneration Committee is to attract, retain and motivate the executive management of the Company and to offer the opportunity for employees to participate in share option schemes to incentivize employees to enhance shareholder value.
Director Remuneration (audited)
Remuneration for Directors who held office during the year is as follows:
| 2024 | Directors' Salary and fees | Consultancy fees | Total | |||
|
| 2024 | 2024 | 2024 | |||
|
| $'000 | $'000 | $'000 | |||
| C Manners | 10 | - | 10 | |||
| M Burnett | 10 | - | 10 | |||
| A Broome | 6 | 30 | 36 | |||
| J Peters* | 11 | 44 | 55 | |||
| P Wale* | 41 | - | 41 | |||
| | | | | | | |
| Total | 78 | 74 | 152 | |||
| | | | | | | |
| | | | | | | |
| 2023 | Directors' Salary and fees | Consultancy fees | Total | |||
|
| 2023 | 2023 | 2023 | |||
|
| $'000 | $'000 | $'000 | |||
| A Broome AM | 12 | 54 | 66 | |||
| J Peters | 12 | 128 | 140 | |||
| J Peters - Capitalised Fee** | - | 45 | 45 | |||
| P Wale | 39 | - | 39 | |||
| P Wale - Capitalised Fee** | 60 | - | 60 | |||
| J Harrison | 4 | 8 | 12 | |||
| J Harrison - Capitalised Fee*** | - | 17 | 17 | |||
| | | | | | | |
| Total | 127 | 252 | 379 | |||
| | | | | | | |
| | | | | | | |
* Executive Directors' fees were temporarily reduced in 2024 reflecting undertakings associated with 2023.
** During 2023 J Peters and P Wale provided extended director services to CRL and LCCM. This expenditure was capitalised as part of Exploration and Evaluation assets.
No fees were capitalised in 2024.
*** J Harrison provided consultancy services for CRL. This expenditure was capitalised as part of Exploration and Evaluation assets.
Details of other Director-related party transactions are detailed at Note 25.
J Peters was the only full time Director in 2024 and 2023. All other directors were part time in 2024 and 2023. J Peters was also the highest paid Director in 2024 and 2023.
J Peters resigned on 15 November 2024.
It should be noted that the Directors of the Company, since becoming Directors, have not sold any shares as at the date of this report.
Directors do not hold any options at 31 December 2024 (2023: nil.)
At 31 December, no director has any accrued short term, post-employment, long term, termination benefits or share based payments, (2023: nil).
Director Remuneration Policy
Going forward into 2025 and beyond, the Committee and I will remain focused on ensuring that reward at the Company continues to be closely aligned with the delivery of long-term shareholder value.
For and on behalf of the Remuneration Committee
Charles Manners
Chair of Remuneration Committee
16 June 2025
STRATEGIC MINERALS PLC
FOR THE YEAR ENDED 31 DECEMBER 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STRATEGIC MINERALS PLC
Opinion
We have audited the Group financial statements of Strategic Minerals Plc (the 'parent company') and its subsidiaries (the 'Group')for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Cash Flows, the Consolidated and Company Statements of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.
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 31 December 2024 and of the Group's profit 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 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 the 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.
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the group's business, its environment and risk profile. We conducted substantive audit procedures and evaluated the group's internal control environment. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. The components of the group were evaluated by the group audit engagement team based on a measure of materiality, considering each component as a percentage of the group's total assets, current assets, revenue and gross profit, which allowed the group audit engagement team to assess the significance of each component and determine the planned audit response.
For those components that were evaluated as significant components, either a full scope audit or a specified audit procedures approach was determined based on their relative materiality to the group and our assessment of the level of audit risk. For components requiring a full scope audit approach, we evaluated controls by performing walkthroughs over the financial reporting systems identified as part of our risk assessment, reviewed the accounts production process and addressed critical accounting matters. We then undertook substantive testing on significant transactions and material account balances.
In order to address the audit risks in respect of the group and company financial statements identified during our planning procedures, we performed a full scope audit of the financial statements of the parent company. For the purpose of expressing our opinion on the group financial statements, we also performed a full scope audit of the financial information of Southern Minerals Group LLC, Cornwall Resources Limited and Leigh Creek Copper Mine Pty Ltd. We performed analytical procedures on the remaining components, which were individually immaterial but collectively covered residual group risk. All work was carried out by the group audit engagement team.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal controls that we identified during the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the group 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 group financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
| Audit Matter | Procedures |
| Valuation of Exploration and Evaluation assets
Refer to page 50 (Accounting policy) and pages 70 and 71 (note 9 Intangible assets).
As at 31 December 2024 the Group held exploration and evaluation assets with a carrying value of $5.901m (2023: $5.568m).
Management has performed an impairment review of exploration and evaluation assets and concluded that no further impairment is required.
The assessment of the recoverable amount of the exploration and evaluation assets required judgments and estimates by management.
The carrying value of the Group's exploration and evaluation assets was therefore considered to be a key audit matter.
| Our audit work included, but was not restricted to, the following procedures:
· We critically assessed management's summary of the IFRS 6 project assets including the projected expenditure for each tenement.
· We confirmed that the Group has valid title to the applicable exploration licences and has fulfilled any specific conditions therein particularly having regard to minimum expenditure requirements.
· We reviewed and substantively tested capitalised exploration and evaluation expenditure including consideration of its appropriateness for capitalisation under IFRS 6.
· We critically assessed the progress of the Redmoor project during the year and post year-end.
· We considered management's impairment reviews in light of any impairment indicators identified in accordance with IFRS 6, including corroboration and challenge thereof.
· We reviewed the appropriateness and adequacy of the disclosures in the financial statements.
Based on our procedures performed we are satisfied that there was no impairment of exploration and evaluation assets in the year.
We consider the disclosures in the financial statements relating to this area to be adequate.
|
| Valuation of investments and recoverability of loans made to subsidiary undertakings
Refer to pages 48 and 49 (Accounting policy) and pages 72 and 73 (note 10 Investments).
At 31 December 2024 the value of investments and loans to subsidiary undertakings in the company financial statements was $4.523m (2023: $4.411m) and $1.431m (2023: $1.066m) respectively.
Management has assessed the carrying value of investments and recoverability of loans made to subsidiary undertakings including the application of the expected credit loss ('ECL') model under IFRS 9.
In making this assessment, management makes several significant judgements. These include determining appropriate assumptions for calculating the loss allowance under IFRS 9 (including probability of default and loss given default and cash flow forecasts.
As a result, errors or deliberate manipulation of these determining factors could result in material misstatement of the financial statements. Consequently, it was considered to be a key audit matter.
| Our audit work included, but was not restricted to, the following procedures:
· We gained an understanding of the interactions between Strategic Minerals Plc and its subsidiaries particularly in respect of their performance throughout the year.
· We assessed how settlement can be achieved, first by comparing the cumulative carrying value of the investments and loans made to subsidiary undertakings to their respective net assets and by assessing each subsidiary's cash flow forecasts.
· We critically assessed management's assessment that loans due from group undertakings should be accounted for in accordance with IFRS 9 and are not within the scope of IAS 27.
· We critically assessed the recoverability of loans due from group undertakings in respect of expected credit losses (ECL) in accordance with IFRS 9.
· We reviewed the appropriateness and adequacy of the disclosures in the financial statements.
· We critically assessed the reasonableness of management's allocation of loans to the various stages under IFRS 9 including an assessment of management's definition of significant increase in credit risk and definition of default.
· We critically assessed the accounting policy and detailed disclosures in the financial statements to determine whether information provided in the financial statements is compliant with the requirements of IFRS 9.
Based on our audit work performed we have not identified any material misstatement in the valuation of investments and loans to subsidiary undertakings.
We consider the disclosures in the financial statements relating to this area to be adequate. |
| Revenue recognition The group's revenue for the year ended 31 December 2024 was $4.745m (2023: $1.577m) being the sale of magnetite made by Southern Minerals Group LLC.
Revenue recognition is a presumed significant risk and is material to the financial statements. Consequently, it was considered to be a key audit matter. | Our audit work included, but was not restricted to, the following procedures:
· We obtained and documented an understanding of the methodology for recognising revenue to determine whether it was appropriate.
· We critically assessed the group's revenue accounting policy to evaluate compliance with IFRS 15.
· We performed substantive testing on a sample of individual revenue transactions throughout the year to evaluate whether revenue is recognised in accordance with the loan contract terms, the group's accounting policy and the requirements of IFRS 15.
· We performed analytical procedures over revenue to assess any anomalies in the price per tonne.
· We performed revenue cut off testing to ensure revenue has been recognised in the correct accounting period.
· We critically assessed the disclosures in the financial statements to determine whether the accounting policy and other revenue disclosures comply with the disclosure requirements of IFRS 15.
Based on our audit work performed we have not identified any material misstatement in the recognition of revenue.
We consider the disclosures in the financial statements relating to this area to be adequate. |
| Going concern Refer to note 1 on page 47 in the consolidated financial statements.
The group has generated a post tax profit of $1.305m for the year (including discontinued operations) (2023: $9.155m loss) but has net current liabilities of $1.041m (2023: $2.087m) disclosed in the Consolidated Statement of Financial Position at 31 December 2024.
The directors have prepared a cashflow forecast that show that the group will be able to meet its ongoing liabilities as they fall due for at least twelve months from the date of signing of these financial statements. | Our audit work and conclusions in respect of going concern has been detailed in the 'Material uncertainty related to going concern' section of our audit report.
|
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing, and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on 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.
Based on our professional judgement we determined materiality for the financial statements as a whole and performance materiality as follows:
| | Group financial statements |
| Materiality | $86,500 |
| Basis for determining materiality | Gross assets |
| Rationale for the benchmark applied | The group is an asset-based operation. Consequently, gross assets was considered likely to be the metric on which the users of the financial statements will place most focus. |
| Performance materiality | $43,250 |
| Basis for determining performance materiality | 50% of overall materiality. |
| | Parent company financial statements |
| Materiality | $59,800 |
| Basis for determining materiality | Gross assets |
| Rationale for the benchmark applied | The parent company holds investments in and loans to subsidiary undertakings. Consequently, gross assets was considered likely to be the metric on which the users of the financial statements will place most focus. |
| Performance materiality | $29,900 |
| Basis for determining performance materiality | 50% of overall materiality. |
Performance materiality:
We calculated performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality level for the Group consolidated financial statements as a whole. We determined group and parent company performance materiality to be $43,250 and $29,900 respectively, which was set at 50% of overall materiality and reflects the parent's and group's listed status.
Component materiality:
We set materiality for each component of the group based on a percentage of group materiality dependent on the size and our assessment of risk of material misstatements of that component. Component materiality, other than the parent company's, ranged from $1,300 to $59,000. In the audit of each component, we further applied performance materiality levels of 50% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Trivial:
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $4,325 and $2,990 for the group and parent company respectively. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Material uncertainty related to going concern
We draw attention to note 1 to the financial statements, which indicates that the parent company and group are dependent on cash receipts from its magnetite revenue. The group does not have guaranteed revenue for the period to 31 December 2026, and the level of the group's future revenue and associated cash flow receipts cannot be determined with any certainty. If the group's major customer does not renew its 2025 and 2026 orders at a similar level to the year ended 31 December 2024 then the group may be required to secure alternative funding over the course of the next twelve months from the date of signing of these financial statements. The need to secure this future funding if revenue receipts do not attain a certain level represents a material uncertainty that may cast significant doubt on the Company's and Group'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 directors' 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 groups and the parent company' ability to continue to adopt the going concern basis of accounting included, but was not limited to, the following procedures:
• Critically assessing the going concern assessment prepared by management covering at least twelve months from the date of the audit report and challenging management as regards to the key assumptions and forecasts used in their assessment;
• Performing sensitivity analysis on the forecasts to ensure there is sufficient cash flow headroom for the group to continue as a going concern for at least that period;
• Reviewing the trading performance of the group post year end and comparing it to the forecasts to assess their accuracy; and
• Assessing the adequacy of the going concern disclosures in the financial statements.
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 2 on page 57 to the financial statements which describes the uncertainty related to the post year end disposal of Leigh Creek Copper Mine Pty Ltd. Management have considered the scenario whereby under the Call Option the purchaser elects to acquire 100% of Leigh Creek Copper Mine Pty Ltd and has also considered a scenario whereby the purchaser does not elect to acquire 100% of Leigh Creek Copper Mine Pty Ltd.
The group has accrued for an environmental bond, as detailed in Notes 15,22 and 28, due to the Department of Energy and Mining, South Australian Government, for $1.082m at 31 December 2024. If under the Call Option the purchaser elects not to acquire 100% of Leigh Creek Copper Mine Pty Ltd the environmental bond will remain payable by the group likely within twelve months from the date of signing these financial statements. Management's cash flow forecast for the period to 31 December 2026 does not include the payment of the environmental bond. If the environmental bond is not paid then potentially the mineral lease, which is due to be renewed in October 2025, may be cancelled by the Department of Energy and Mining. Due to the unpredictable outcome of whether the purchaser will elect to acquire 100% of Leigh Creek Copper Mine Pty Ltd in the six month exercise period from 11 June 2025 the impact on the group and the company cannot be predicted with any certainty. Our opinion is not modified in respect of this matter.
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 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.
In connection with our audit of the financial statements, 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 there is 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 the parent company and its 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 where the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
· the parent company financial statements and the part of the directors' remuneration report to be audited 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 directors' responsibilities statement set out on page 20, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for assessing the group's and the 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC's website at
This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
· We obtained an understanding of the legal and regulatory requirements applicable to the group and parent company and considered that the most significant are the Companies Act 2006, UK adopted International Accounting Standards and UK taxation legislation.
· We obtained an understanding of how the group and parent company complies with these requirements by discussions with management and those charged with governance.
· We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
· We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
· Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
· We evaluated managements' incentives to fraudulently manipulate the financial statements and determined that the principal risks related to management bias in accounting estimates and judgemental areas of the financial statements. We challenged the assumptions and judgements made by management in respect of the significant areas of estimation, as described in the key audit matters section. Further audit procedures performed to address the risk of fraud included but were not limited to the testing of journals and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the 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 for no purpose other than to draw to the attention of the company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company's members as a body, for our work, for this report, or for the opinions we have formed.
| Matthew Banton | 16 June 2025 |
| for and on behalf of Moore Kingston Smith LLP, Statutory Auditor | |
| 6th Floor | |
| 9 Appold Street | |
| London | |
| EC1A 2AP | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
Year to | As restated Year to |
|
|
| 31 December | 31 December |
|
| Note | 2024 | 2023 |
|
|
| $'000 | $'000 |
| |
| | |
| Revenue | 4 | 4,745 | 1,577 |
| Raw materials and consumables used |
| (846) | (262) |
| |
| ________ | ________ |
| |
| | |
| Gross profit |
| 3,899 | 1,315 |
| |
| | |
| Other income | 5 | - | 4 |
| Overhead expenses | 5 | (1,726) | (1,455) |
| Other expenses | 5 | (45) | (34) |
| Impairment expense | 5 | - | (8,898) |
| |
| ________ | ________ |
| Profit /(loss) from operations |
| 2,128 | (9,068) |
| |
| | |
| Lease interest | 5 | (19) | (14) |
| |
| ________ | ________ |
| |
| | |
| Profit /(loss) before taxation |
| 2,109 | (9,082) |
| |
| | |
| Income tax charge | 7 | (691) | (73) |
| |
| ________ | ________ |
| Profit /(loss) for the year from continuing operations |
| 1,418 | (9,155) |
|
|
| | |
| Loss for the year from discontinued operations | 26 | (113) | - |
| |
| ________ | ________ |
| Profit /(loss) for the period attributable to the owners of the parent |
| 1,305 | (9,155) |
| |
| | |
| Other comprehensive income |
| | |
| Items that may be reclassified subsequently to profit or loss: |
| | |
| Exchange gain arising on translation of foreign operations |
| (71) | 189 |
| |
| ________ | ________ |
| Total comprehensive income/(loss) attributable to the owners of the parent |
| 1,234 | (8,966) |
|
|
| ________ | ________ |
|
|
| | |
| Profit /(loss) per share attributable to the ordinary equity holders of the parent: |
| | |
|
|
| | |
| Basic and diluted profit/(loss) per share from total operations (cents) | 8 | 0.64 | (0.45) |
| Basic and diluted profit/(loss) per share from continuing operations (cents) | 8 | 0.70 | (0.45) |
| Basis and diluted profit(loss) per share from discontinued operations (cents) | 8 | (0.06) | - |
The accompanying accounting policies and notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
|
| |
| As restated | As restated |
|
| | 31 December | 31 December | 1 January |
| | | 2024 | 2023 | 2023
|
| | Notes | $'000 | $'000 | $'000 |
| Assets | |
|
|
|
| Non-current assets | | | | |
| Other intangible asset | 9 | - | - | 544 |
| Exploration and evaluation assets | 9 | 5,901 | 5,568 | 4,983 |
| Property, plant, and equipment | 11 | 60 | 80 | 8,223 |
| Right of Use assets | 18 | 1,053 | 453 | 584 |
| Other receivables | 13 | - | 136 | 136 |
|
| | ________ | ________ | ________ |
|
| | 7,014 | 6,237 | 14,470 |
| Current assets | | | | |
| Inventories | 12 | 4 | 4 | 5 |
| Trade and other receivables | 13 | 295 | 219 | 319 |
| Assets held for sale | 22 | 127 | - | - |
| Income tax prepayment | | - | 31 | 88 |
| Prepayments | 13 | 36 | - | 25 |
| Cash and cash equivalents | 14 | 621 | 112 | 341 |
|
| | ________ | ________ | ________ |
|
| | 1,083 | 366 | 778 |
|
| | ________ | ________ | ________ |
| Total Assets | | 8,097 | 6,603 | 15,248 |
|
| | ________ | ________ | ________ |
| Equity and liabilities | | | | |
| Share capital | 19 | 2,916 | 2,916 | 2,916 |
| Share premium | 19 | 49,387 | 49,387 | 49,387 |
| Merger reserve | | 21,300 | 21,300 | 21,300 |
| Foreign exchange reserve | | (1,216) | (1,145) | (1,334) |
| Warrant reserve | 19 | 5 | 5 | - |
| Other reserves | | (23,023) | (23,023) | (23,023) |
| Retained earnings | | (44,403) | (45,708) | (36,553) |
|
| | ________ | ________ | ________ |
| Total Equity | | 4,966 | 3,732 | 12,693 |
| | | ________ | ________ | ________ |
| Liabilities | | | | |
| Non-current Liabilities | | | | |
| Provisions | 16 | 270 | 116 | 150 |
| Lease liabilities | 18 | 737 | 302 | 305 |
|
| | ________ | ________ | ________ |
|
| | 1,007 | 418 | 455 |
| Current liabilities | | | | |
| Liabilities held for sale | 22 | 1,098 | - | - |
| Income tax payable | | 415 | 101 | 261 |
| Trade and other payables | 15 | 242 | 2,164 | 1,557 |
| Loan and borrowings | 21 | - | 35 | - |
| Lease liabilities | 18 | 369 | 153 | 282 |
| | | ________ | ________ | ________ |
| | | 2,124 | 2,453 | 2,100 |
|
| | ________ | ________ | ________ |
| Total Liabilities | | 3,131 | 2,871 | 2,555 |
|
| | ________ | ________ | ________ |
| Total Equity and Liabilities | | 8,097 | 6,603 | 15,248 |
|
| | ________ | ________ | ________ |
These financial statements were approved and authorised for issue by the Board of Directors on 16 June 2025 and were signed on its behalf by:
Mark Burnett
Executive Director
The accompanying accounting policies and notes form an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
| | | 2024 | 2023 |
|
| Notes | $'000 | $'000 |
| | |
|
|
| Assets | | | |
| Non-current assets | | | |
| Investments in subsidiary undertakings | 10 | 4,523 | 4,411 |
| Loans due from subsidiary undertakings | 10 | 1,431 | 1,066 |
| | | ________ | ________ |
| | | | |
|
| | 5,954 | 5,477 |
|
| | ________ | ________ |
| Current assets | | | |
| Trade and other receivables | 13 | 10 | 7 |
| Cash and cash equivalents | 14 | 14 | 7 |
| | | ________ | ________ |
| | | | |
|
| | 24 | 14 |
|
| | ________ | ________ |
|
| | | |
| Total Assets | | 5,978 | 5,491 |
|
| | ________ | ________ |
| Equity and liabilities | | | |
| Share capital | 19 | 2,916 | 2,916 |
| Share premium | 19 | 49,387 | 49,387 |
| Merger reserve | | 21,300 | 21,300 |
| Foreign exchange reserve | | (1,397) | (1,337) |
| Warrant reserve | 19 | 5 | 5 |
| Retained earnings | | (70,020) | (69,347) |
| | | ________ | ________ |
| | | | |
| Total Equity | | 2,191 | 2,924 |
|
| | ________ | ________ |
| Liabilities | | | |
|
| | | |
| Current liabilities | | | |
| Trade and other payables | 15 | 110 | 337 |
| Loans due to subsidiary undertakings | 15 | 3,677 | 2,230 |
| | | ________ | ________ |
| | | | |
| Total Liabilities | | 3,787 | 2,567 |
|
| | ________ | ________ |
|
| | | |
| Total Equity and Liabilities | | 5,978 | 5,491 |
| | | ________ | ________ |
As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent Company is not presented as part of these financial statements. The parent Company made a loss for the year of $673,000 (2023: $3,878,000).
These financial statements were approved and authorised for issue by the Board of Directors on 16 June 2025 and were signed on its behalf by:
Mark Burnett
Executive Director
The accompanying accounting policies and notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
| |
|
| As restated |
| | Notes | Year to | Year to |
|
|
| 31 December | 31 December |
|
|
| 2024 | 2023 |
|
|
| $'000 | $'000 |
| Cash flows from operating activities | | | |
| |
| | |
| Profit/(loss) |
| 1,305 | (9,155) |
| Adjustments for: |
| | |
| Depreciation of property, plant and equipment | 11 | 18 | 16 |
| Amortisation of Right of Use Asset | 18 | 334 | 277 |
| Loss from discontinued operations | 26 | 113 | 8,898 |
| Income tax expense | 7 | 691 | 73 |
| Lease interest |
| 19 | 14 |
| Decrease in inventories | 12 | - | 1 |
| Decrease in trade and other receivables | 13 | (76) | 45 |
| (Increase)/decrease in prepayments | 13 | (36) | 25 |
| (Decrease)/increase in trade and other payables | 15 | (721) | 610 |
| Decrease/(increase) in prepaid income tax | 13 | - | (57) |
| Income tax paid |
| (223) | (154) |
| Share based payment expense | 20 | - | 5 |
| |
| ________ | ________ |
| Net cash generated from operating activities |
| 1,424 | 598 |
|
|
| ________ | ________ |
| Investing activities |
| | |
| Net cash used in discontinued operations | 26 | (113) | (203) |
| Purchase of exploration and evaluation assets | 9 | (418) | (366) |
| |
| ________ | ________ |
| Net cash used in investing activities |
| (531) | (569) |
| |
| ________ | ________ |
| Financing activities |
| | |
| Proceeds from borrowings | 21 | 62 | 34 |
| Repayment of borrowings | 21 | (104) | - |
| Lease payments | 18 | (343) | (296) |
| |
| ________ | ________ |
| Net cash used in financing activities |
| (385) | (262) |
| |
| | |
| |
| | |
| Net increase/(decrease) in cash and cash equivalents |
|
508 |
(233) |
| Cash and cash equivalents at beginning of year |
| 112 | 341 |
| Effects of exchange rate changes on the balance of cash held in foreign currencies |
| 1 | 4 |
| |
| ________ | ________ |
| |
| | |
| Cash and cash equivalents at end of year | 14 | 621 | 112 |
| |
| ________ | ________ |
The accompanying accounting policies and notes form an integral part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
| | Notes |
Year to | As restated Year to |
|
| | 31 December | 31 December |
|
| | 2024 | 2023 |
|
| | $'000 | $'000 |
| | | | |
| | | | |
| Cash flows from operating activities | | | |
| | | | |
| Loss | | (673) | (3,878) |
| Adjustments for: | |
|
|
| Foreign exchange on investment in subsidiary undertakings | 10 | (112) | (269) |
| Foreign exchange on loans to subsidiary undertakings | 10 | 56 | (167) |
| Impairment of loans to subsidiary undertakings | 10 | 128 | 3,646 |
| Increase in loans due to subsidiary undertakings | 15 | 1,447 | 311 |
| Foreign exchange on loans due to subsidiary undertakings | 15 | (60) | 41 |
| (Increase)/decrease in loans due from subsidiary undertakings | 10 | (549) | 89 |
| (Increase)/decrease in trade and other receivables | 13 | (3) | 10 |
| (Decrease)/increase in trade and other payables | 15 | (227) | 210 |
| Share based payment expense | | - | 5 |
| | | ________ | ________ |
| | | | |
| Net cash generated from/(used in) operating activities | | 7 | (2) |
|
| | ________ | ________ |
|
| | | |
| | | | |
| Increase/(decrease) in cash and cash equivalents | | 7 | (2) |
| | | | |
| Cash and cash equivalents at beginning of year | | 7 | 9 |
| | | ________ | ________ |
| | | | |
| Cash and cash equivalents at end of year | 14 | 14 | 7 |
|
| | ________ | ________ |
The accompanying accounting policies and notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
| | Share capital | Share premium reserve | Merger reserve | Warrant reserve | Initial Restructure reserve | Foreign exchange reserve | Retained earnings | Total equity |
| | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | |
|
|
|
| | |
| Balance at 1 January 2023 (as originally stated) | 2,916 | 49,387 | 21,300 | - | (23,023) | (1,334) | (36,403) | 12,843 |
| Prior year restatement (note 29) | - | - | - | - | - | - | (150) | (150) |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Balance at 1 January 2023 (as restated) | 2,916 | 49,387 | 21,300 | - | (23,023) | (1,334) | (36,553) | 12,693 |
| | | | | | | | | |
| | | | | | | | | |
| Loss for the year | - | - | - | - | - | - | (9,155) | (9,155) |
| Foreign exchange translation | - | - | - | - | - | 189 | - | 189 |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Total comprehensive income/(loss) for the year | - | - | - | - | - | 189 | (9,155) | (8,966) |
| | | | | | | | | |
| Share based payments | - | - | - | 5 | - | - | - | 5 |
| | | | | | | | | |
|
| _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Balance at 31 December 2023 (as restated) | 2,916 | 49,387 | 21,300 | 5 | (23,023) | (1,145) | (45,708) | 3,732 |
|
| | | | | | | | |
| Profit for the year | - | - | - | - | - | - | 1,305 | 1,305 |
| Foreign exchange translation | - | - | - | - | - | (71) | - | (71) |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Total comprehensive income for the year | - | - | - | - | - | (71) | 1,305 | 1,234 |
| | | | | | | | | |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Balance at 31 December 2024 | 2,916 | 49,387 | 21,300 | 5 | (23,023) | (1,216) | (44,403) | 4,966 |
|
| _______ | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
All comprehensive income is attributable to the owners of the parent Company.
The accompanying accounting policies and notes form an integral part of these financial statements
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
|
| Share capital | Share Premium reserve | Merger reserve | Warrant reserve | Foreign exchange reserve | Retained earnings | Total Equity |
| | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | |
|
| |
| |
| Balance at 1 January 2023 | 2,916 | 49,387 | 21,300 | - | (1,378) | (65,469) | 6,756 |
| | | | | | | | |
| Loss for the year | - | - | - | - | - | (3,878) | (3,878) |
| | | | | | | | |
| Foreign exchange translation | - | - | - | - | 41 | - | 41 |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Total comprehensive loss for the year | - | - | - | - | 41 | (3,878) | (3,837) |
| | | | | | | | |
| Share based payments | - | - | - | 5 | - | - | 5 |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Balance at 31 December 2023 | 2,916 | 49,387 | 21,300 | 5 | (1,337) | (69,347) | 2,924 |
| | | | | | |
| |
| Loss for the year | - | - | - | - | - | (673) | (673) |
| | | | | | | | |
| Foreign exchange translation | - | - | - | - | (60) | - | (60) |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| Total comprehensive profit for the year | - | - | - | - | (60) | (673) | (733) |
| | _______ | _______ | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
| |
| Balance at 31 December 2024 | 2,916 | 49,387 | 21,300 | 5 | (1,397) | (70,020) | 2,191 |
|
| _______ | _______ | _______ | _______ | _______ | _______ | _______ |
All comprehensive income is attributable to the owners of the parent Company.
The accompanying accounting policies and notes form an integral part of these financial statements.
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of these shares net of share issue expenses.
Merger reserve arises from the 100% acquisition of Ebony Iron Pty Limited in September 2011 and LCCM In April 2018 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve, in accordance with section 612 of the Companies Act 2006.
Share option reserve relates to increases in equity for services received in equity-settled share-based payment transactions and on the grant of share options.
Warrants reserve represents the value of warrants issued. Warrants reserve is non-distributable and will be transferred to share premium account upon the exercise of warrants. The balance of warrants reserve in relation to the unexercised warrants at the expiry of the warrants period will be transferred to retained earnings.
Initial restructure reserve consists of an adjustment arising from the Group reorganisation in 2011 being the formation of a new holding Company for Iron Glen Holdings Limited by way of a share for share issue and is the difference between consideration given and net assets of the Company at the date of acquisition.
The foreign exchange reserve occurs on consolidation of the translation of the subsidiaries balance sheets at the closing rate of exchange and their income statements at the average rate.
The company foreign exchange reserve recognises the exchange differences arising on translating the closing net assets of the Company at the closing rate at the balance sheet date, and the results of Company's operations at average exchange rate for the year.
Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. Significant accounting policies
Basis of preparation
In preparing these financial statements the presentational currency is US dollars. As the Group's revenues and majority of its costs, assets and liabilities are denominated in US dollars it is considered appropriate to report in this currency. The financial statements are rounded to the nearest $'000.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with UK adopted International Accounting Standards in conformity with the requirement of the Companies Act 2006.
The preparation of financial statements in compliance with UK adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 2.
The financial statements have been prepared on a historical cost basis, except for the acquisition of LCCM and the valuation of certain investments which have been measured at fair value.
Going concern basis
The Directors have considered the Company's and Group's ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 31 December 2026 and a review of the key assumptions on which these are based and sensitivity analysis.
The Company and Group forecasts that to have sufficient funds to meet all operating costs until 31 December 2026, the Company and Group is reliant on cash being generated from its magnetite revenue. The group does not have guaranteed revenue for the period to 31 December 2026 and the level of the group's future revenue and associated cashflow receipts cannot be determined with any certainty. If the group's major customer does not renew its 2025 and 2026 orders at similar level to the year ended 31 December 2024, then the group may be required to secure alternative funding over the course of the next twelve months from the date of signing of the financial statements. The need to secure this future funding if revenue receipts do not attain a certain level represents a material uncertainty that may cast significant doubt on the company's and group's ability to continue as a going concern.
As outlined by the Board, it is intended that any funds required to progress either the sale of Leigh Creek Copper Mine and/or Redmoor Project will be sourced at the asset level and the Directors are actively pursuing such funding.
In May 2025, the Company raised in aggregate, gross proceeds of £1m through the placing of 333,333,333 new Ordinary Shares to certain investors at a price of 0.3 pence per share. The net proceeds of the Placing will be principally used to progress activities at the Company's Redmoor Tungsten-Tin-Copper Project in Cornwall and for working capital purposes.
The Directors have reasonable expectation that the Company and Group will continue to have access to sufficient resources by way of debt or equity markets should the need arise. Consequently, the financial statements have been prepared on a going concern basis.
The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company and Group not continue as a going concern.
New standards issued but not yet effective
At the date of approval of these financial statements, the following new or amended standards and interpretations have been issued by the International Accounting Standards Board (IASB) and endorsed for use in the United Kingdom but were not yet effective for the year ended 31 December 2024. The Group has not early adopted any of these standards.
| IFRS Accounting Standard | Effective period Beginning on or after |
| IAS 1 (Amendments) - Classification of Liabilities as Current or Non-current | 1 January 2027 |
| IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements | 1 January 2027 |
| IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | deferred indefinitely |
| IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
It is not expected that the amendments listed above, except for IFRS 18, once adopted, will have a material impact on the financial statements.
Basis of consolidation
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, including:
· The size of the company's voting rights relative to both the size and dispersion of other parties who hold voting rights;
· substantive potential voting rights held by the company and by other parties;
· other contractual arrangements; and
· historic patterns in voting attendance.
The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Investment in joint arrangements
The Group is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
· Joint ventures: where the Group has rights to only the net assets of the joint arrangement; or
· Joint operations: where the Group has both the rights to assets and obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group considers:
· The structure of the joint arrangement;
· The legal form of joint arrangements structured through a separate vehicle;
· The contractual terms of the joint arrangement agreement; and
· Any other facts and circumstances (in any other contractual arrangements).
The Group accounts for its interests in joint ventures initially at cost in the consolidated statement of financial position. Subsequently joint ventures are accounted for using the equity method where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its joint ventures are recognised only to the extent of unrelated investors' interests in the joint venture. The investor's share in the joint ventures' profits and losses resulting from these transactions is eliminated against the carrying value of the joint venture.
Any premium paid for an investment in a joint venture above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the investment in joint venture. Where there is objective evidence that the investment in a joint venture has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
The Group accounts for its interests in joint operations by recognising its share of assets, liabilities, revenues, and expenses in accordance with its contractually conferred rights and obligations. In accordance with IFRS 11 Joint Arrangements, the Group is required to apply all of the principles of IFRS 3 Business Combinations when it acquires an interest in a joint operation that constitutes a business as defined by IFRS 3.Where there is an increase in the stake of the joint venture entity from an associate to a subsidiary and the acquisition is considered as an asset acquisition and not a business combination in accordance with IFRS3, this step up transaction is accounted for as the purchase of a single asset and the cost of the transaction is allocated in its entirety to that asset with no gain or loss recognised in the income statement. The step-up acquisition of CRL in 2019 has been accounted for as a purchase of a single asset and the cost of the transaction is allocated in its entirety to that balance sheet.
Listed equity investments
Listed equity investments in an active market are usually valued at the mid-price on the valuation date.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method under IFRS3 Business Combinations ("IFRS3"). The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group and the Company in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the relevant conditions for recognition are recognised at their fair values at the acquisition date. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the fair value of the consideration paid over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities acquired. If the Group's interest in the fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss. Transaction costs incurred directly in connection with business combinations are expensed.
Impairment of non-financial assets (excluding inventories)
Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e., the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest Group of assets to which it belongs for which there are separately identifiable cash flows: its cash generating units ('CGUs').
Impairment charges are included in the statement of comprehensive income, except to the extent they reverse gains previously recognised in other comprehensive income.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised over their useful economic lives.
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual or legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below).
An intangible asset was recognised in the acquisition of Leigh Creek Copper Mine Pty Ltd and represents the fair value of the offtake agreement that was in place at acquisition date (Note 9).
Exploration and evaluation assets
The Group has continued to apply the 'successful efforts' method of accounting for Exploration and Evaluation ("E&E") costs, having regard to the requirements of IFRS 6 'Exploration for the Evaluation of Mineral Resources'.
The successful efforts method means that only the costs which relate directly to the discovery and development of specific mineral reserves are capitalised. Such costs may include costs of licence acquisition, technical services and studies, exploration drilling and testing but do not include costs incurred prior to having obtained the legal rights to explore the area. Under successful efforts accounting, exploration expenditure which is general in nature is charged directly to the statement of comprehensive income and that which relates to unsuccessful exploration operations, though initially capitalised pending determination, is subsequently written off. Only costs which relate directly to the discovery and development of specific commercial mineral reserves will remain capitalised and to be depreciated over the lives of these reserves. Exploration and evaluation costs are capitalised within intangible assets. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the statement of comprehensive income.
All lease and licence acquisition costs, geological and geophysical costs and other direct costs of exploration, evaluation and development are capitalised as intangible or property, plant and equipment according to their nature. Intangible assets comprise costs relating to the exploration and evaluation of properties which the Directors consider to be unevaluated until reserves are appraised as commercial, at which time they are transferred to tangible assets as 'Developed mineral assets' following an impairment review and depreciated accordingly. Where properties are appraised to have no commercial value, the associated costs are treated as an impairment loss in the period in which the determination is made. Management considers all tenements relating to each project to represent one asset when undertaking their impairment assessment.
Property, plant, and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.
Depreciation is provided on all items of property, plant, and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
· Plant and machinery (except screening equipment) - 5 to 10 years straight line basis
· Screening Equipment - on a unit of production basis
· Mining assets - on a unit of production basis
The carrying value of property, plant and equipment assets is assessed annually and any impairment is recorded in the statement of comprehensive income.
Investments in subsidiaries - company only
Investments in subsidiaries are stated at cost less provision for any impairment in value.
If circumstances indicate that impairment may exist, investments in subsidiary undertakings of the Company are evaluated using market values, where available, or the discounted expected future cash flows of the investment.
If these cash flows are lower than the Company's carrying value of the investment an impairment charge is recorded in the Company.
Loans to subsidiaries - company only
Loans to subsidiaries are stated at cost less provision for expected credit losses ("ECL's).
The Company recognises an ECL's on intercompany loans, based on management's assessment and understanding of the credit risk attaching to each asset, changes in the level of credit risk between periods and an assessment of the scenarios under which management expect the assets to be repaid.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call with under 90 days maturity with banks.
Revenue
Revenue from the sale of magnetite is recognised when the Group passes control of the product to the customer, and it is probable the Group will receive the funds. Control is considered to have passed when the goods are passed to the buyer, being the point of leaving the mine gate for domestic sales to the US markets. This is point in time when revenue is recognised.
Where a contract allows the Group to advance bill ahead of delivery, a contract liability in relation to the outstanding performance obligation is only recognised on the date when payment is received. In those cases, the entity recognises revenue only after it transfers the goods to the buyer.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Taxation
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the same income statement 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 calculated using tax rates that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on:
· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
· investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The Group has not recognised any deferred tax at the balance date.
When an asset or liability is raised the amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at the statement of financial position date approximated their fair values, due to the relatively short-term nature of these financial instruments.
Share-based compensation
The fair value of the employee and suppliers' services received in exchange for the grant of options and warrants is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options and warrants granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options and warrants that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options and warrants that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options and warrants are exercised.
The fair value of share-based payments recognised in the statement of comprehensive income is measured by use of the Black Scholes model or other appropriate models, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, and exercise restrictions. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience.
Equity instruments
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.
The fair value of warrants is credited to warrants reserve. The warrants reserve is non-distributable and will be transferred to share premium account upon the exercise of warrants. The balance of the warrants reserve in relation to unexercised warrants at the expiry of the warrants period will be transferred to accumulated profits.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material.
Provisions for decommissioning costs are recognised in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Provisions are recorded at the present value of the expenditures expected to be required to settle the Group's future obligations. Provisions are reviewed at each reporting date to reflect the current best estimate of the cost at present value. Any change in the date on which provisions fall due will change the present value of the provision. Any change in the present value of the estimated future expenditure is reflected and adjusted against the provision and development asset, unless the asset to which the provision relates has been impaired, in which case the reversal of the provision is taken through the Consolidated statement of comprehensive income. The increase in restoration provisions, owing to the passage of time, is charged to the consolidated statement of comprehensive income as a finance expense.
Financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus any directly attributable transactions costs and are subsequently carried at amortised cost.
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
Financial assets
All financial assets other than an immaterial investment in listed equity shares, which are measured at fair value through profit or loss, are classified as financial assets at amortised cost. The Group determines the classification of its financial assets at initial recognition.
The Group's financial assets include cash and cash equivalents, trade receivables and other receivables.
The Company's financial assets include cash and cash equivalents and loans receivable due from subsidiaries.
The Company recognises a loss allowance for expected credit losses ("ECL") on intercompany loans which are measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
If the credit risk on a financial instrument has increased significantly since initial recognition, the loss allowance is equal to the lifetime expected credit losses. If the credit risk has not increased significantly, the loss allowance is equal to the twelve month expected credit losses.
The Group applies the IFRS 9 simplified approach to measuring credit losses using a lifetime expected credit loss provision for trade receivables.
Further details of the reviews undertaking during the year are set out in Note 3.
Financial liabilities
Financial liabilities refer to trade payables, other payables and loans and borrowings (including the host borrowing in a convertible instrument) and are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such liabilities are subsequently measured at amortised cost using the effective interest rate method.
All loans and borrowings which are financial instruments are initially recognised at the present value of cash payable to the lender (including interest). After initial recognition they are measured at amortised cost using the effective interest rate method. The effective interest rate amortisation is included in finance costs in the income statement.
Where there is a significant modification to a financial liability, the financial original liability is de-recognised, and a new financial liability is recognised at fair value in accordance with the Group's policy.
Convertible loan notes are assessed in accordance with IAS 32 Financial Instruments: Presentation to determine whether the conversion element meets the fixed-for-fixed criterion. Where this is met, the instrument is accounted for as a compound financial instrument with appropriate presentation of the liability and equity components. Where the fixed-for-fixed criterion is not met, the conversion element is accounted for separately as an embedded derivative which is measured at fair value through profit or loss. On issue of a convertible borrowing, the fair value of embedded derivative is determined, and the residual is recorded as a host liability initially at fair value and subsequently at amortised cost. Issue costs are apportioned between the components based on their respective carrying amounts when the instrument was issued. The finance costs recognised in respect of the convertible borrowings includes the accretion of the liability.
Foreign currencies
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates ruling when the transactions occur. The functional currency of the Company is deemed to be GBP. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation, in which case exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation.
On consolidation, the results of overseas operations are translated into US Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the gain or loss on disposal.
Management of capital
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The principal liabilities of the Group arise in respect of the costs of financing working capital as inventory is built up prior to sale.
The Board receives periodic cash flow projections as well as information on cash balances. The Board will not commit to material expenditure prior to being satisfied that sufficient funding is available to the Group to finance the planned programmes.
Research and Development Tax Incentive (RDTI)
The Group's policy is that any RDTI should be recognised as a government grant, in accordance with IAS20 Accounting for Government Grants. This means it will be recognised as part of profit before tax, either as income or as a reduction of the associated costs.
Where the Group capitalises development costs, then the RDTI amounts received that relate to these costs will be offset against the capitalised development costs or deferred exploration expenditure as the case may be.
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 twelve months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
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; and
- Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.
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.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
Government Grants
Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the asset purchased. Grants for revenue expenditure are netted against the cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognised as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated statement of comprehensive income or netted against the asset purchased.
Assets and liabilities held for Sale
Non-current assets (or disposal groups) are classified as assets and liabilities held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell and are presented separately in the income statement as discontinued operations, and the associated assets and liabilities of the disposal group are presented as separate line items in the Consolidated Statement of Financial Position as Group disposal assets and Group disposal liabilities.
2. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimates
(a) Carrying value of intangible assets
Management assesses the carrying value of the exploration and evaluation assets for indicators of impairment based on the requirements of IFRS 6 which are inherently judgemental. This includes ensuring the Group maintains legal title, assessment regarding the commerciality of reserves and the clear intention and financial ability to move the asset forward to development.
i) The Redmoor Project is an early-stage exploration projects and therefore management have applied judgement in the period as to whether the results from exploration activity provide sufficient evidence to continue to move the asset forward to development. There are no indicators of impairment for the Redmoor Project in the 31 December 2024 financial year.
ii) The intangible asset associated with the offtake agreement for the LCCM project was impaired to nil at 31 December 2023. The asset continues to be impaired to nil at 31 December 2024.
Further detail regarding the carrying value of exploration and evaluation can be found in Note 9.
(b) Share based payments
The fair value of share-based payments recognised in the statement of comprehensive income is measured by use of the Black Scholes model after taking into account market-based vesting conditions and conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour based on past experience. Further details are given in Note 20.
(c) Carrying value of amounts owed by subsidiary undertakings.
IFRS 9 requires the parent company to make certain assumptions when implementing the forward- looking expected credit loss model. This model is required to be used to assess the intercompany loan receivables from its subsidiaries for impairment. Arriving at an expected credit loss allowance involved considering different scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and probabilities for these scenarios.
The following were considered: the exploration project risk, the future sales potential of product, value of potential reserves and the resulting expected economic outcomes of the project. Further details are given in Note 10.
(d) Carrying Value of Development Assets
Management assesses the carrying value of Development assets for indicators of impairment based on the requirements of IAS36 which are inherently judgemental.
The following are the key assumptions used in this assessment of carrying value.
i) Mineable reserves over life of project
ii) Forecasted Copper pricing
iii) Capital and operating cost assumptions to deliver the mining schedule
iv) Foreign exchange rates
v) Discount rate
If the carrying amount of the Development asset exceeds the recoverable amount, the asset is impaired. The Group will reduce the carrying amount of the asset to its recoverable amount and recognise an impairment loss. The assessment is carried out twice per year - end of half year reporting period and end of annual reporting period.
2024 Assessment
Additions to the Development asset recognised in respect of LCCM in 2024 represent ongoing costs associated with maintaining the asset.
The Group has reduced the carrying amount of the asset to nil recognising an impairment loss of $0.113m at 31 December 2024 (2023: $8.898m) in profit or loss.
Despite the Board's ongoing efforts to secure funding, a transaction was not achieved in the year ended 31 December 2024. Accordingly, the Board has assessed that indicators for impairment exist at 31 December 2024.
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
- The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days from 23 April (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option"). On 23 May 2025, the period was extended by 14 days.
- Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
- The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
- The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million ("Earn-Out Consideration") to be paid on a half yearly basis from the commencement of commercial production at the Project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
The group has accrued for an environmental bond, as detailed in Notes 15,22 and 28, due to the Department of Energy and Mining, South Australian Government, for $1.082m at 31 December 2024. If under the Call Option the purchaser elects not to acquire 100% of Leigh Creek Copper Mine Pty Ltd the environmental bond will remain payable by the group likely within twelve months from the date of signing these financial statements. Management's cash flow forecast for the period to 31 December 2026 does not include the payment of the environmental bond. If the environmental bond is not paid then potentially the mineral lease, which is due to be renewed in October 2025, may be cancelled by the Department of Energy and Mining. Due to the unpredictable outcome of whether the purchaser will elect to acquire 100% of Leigh Creek Copper Mine Pty Ltd in the six-month exercise period from 11 June 2025 the impact on the group and the company cannot be predicted with any certainty.
(e) Determination of incremental borrowing rate for leases
Under IFRS 16, where the interest rate implicit in the lease cannot be readily determined the incremental borrowing rate is used. The incremental borrowing rate is defined as the rate of interest that a lessee would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the cost of the right-of-use asset in a similar economic environment.
Plant and Machinery
The Group has continued to apply a borrowing rate of 9.75% to the Plant and Machinery Asset- the interest expense is $8,045 (2023: $7,803). The lease was renewed again in March 2024, however, the liability for this renewal is $150,114 and was taken up on 31 December 2023 at a borrowing rate of 9.75%.
The lease terminated on 31 March 2025.
Car lease
The Group has continued to apply a borrowing rate of 6% to the car lease - the interest expense is $785 (2023: $932).
The lease was renewed in February 2023 for 5 years. The liability for this renewal is $17,375 which was recognised on 31 December 2022 at a borrowing rate of 6%.
Loader Lease
In December 2024, SMG commenced a 4-year instalment sale contract for a 980 Caterpillar loader. The liability for the loader is $674,957 at a contract borrowing rate of 5.577%.
Excavator Lease
In December 2024, SMG entered 4-year instalment sale contract for a 320-07 Caterpillar excavator. The liability for the loader is $300,763 at a contract borrowing rate of 3.234%.
Refer to Note 18 for details in relation to lease arrangements.
(f) Disposal group (assets for sale)
The Company is actively marketing LCCM to several national and international buyers and does not intend to develop the LCCM project itself.
The Directors have assessed that LCCM currently meets the criteria for disclosure under IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations.
Consequently, LCCM has been categorised as a disposal group (asset held for sale) in the Consolidated Financial Statements.
Judgements
(g) Investments in subsidiaries
Investment in subsidiaries comprises the cost of acquiring shares in subsidiaries.
If an impairment trigger is identified and investments in subsidiaries are tested for impairment, estimates are used to determine the expected net return on investment. The estimated return on investment takes into account the underlying economic factors in the business of the Company's subsidiaries including estimated recoverable reserves, resources prices, capital investment requirements, and discount rates among other things. Refer to Note 10 for further details in respect of the recoverability of the investment in subsidiaries.
(h) Contingent consideration as part of asset acquisition
Judgement is required in determining the accounting for the contingent consideration payable in respect of the CRL acquisition. The Group has an obligation to pay A$1m on net smelter sales arising from CRL production reaching A$50m and a further A$1m on net smelter sales arising from CRL production reaching A$100m.
Whilst a possible obligation exists in relation to the consideration payable, given the early stage of the project it was concluded that at the reporting date it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Therefore, in accordance with IAS 37, a contingent liability, relating to this possible obligation is disclosed in Note 23.
(i) Contingent consideration -LCCM Bond B Payable
Judgement was required in determining the accounting for the contingent consideration payable for the LCCM Environmental Bond, as determined by the Government of South Australia under the July 2022 PEPR. The Group has an obligation to pay a A$1.140m bond prior to commencement of authorised operations at the LCCM site. This Bond B addresses future liabilities resulting from operations as described in the PEPR.
Whilst a possible obligation exists in relation to the consideration payable, given the project is not in operation, it was concluded that at the reporting date it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Therefore, in accordance with IAS 37, a contingent liability, relating to this possible obligation is disclosed in Note 23.
3. Financial instruments - Risk management
The Group is exposed to the following financial risks:
· Credit risk
· Foreign exchange risk
· Commodity price risk
· Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies, and processes for managing those risks and the methods used to measure them.
There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies, and processes for managing those risks or the methods used to measure them from last year unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are:
· Trade and other receivables
· Cash and cash equivalents
· Trade and other payables
· Lease liabilities
· Borrowings
A summary of the financial instruments held by category is provided below:
| | Financial assets at | |
| | 2024 | 2023 |
| Group | $'000 | $'000 |
| |
| |
| Cash and cash equivalents | 621 | 112 |
| Assets held for sale | 127 | - |
| Trade and other receivables | 277 | 205 |
| | _______ | _______ |
| | | |
| Total financial assets | 1,025 | 317 |
|
| _______ | _______ |
|
| Financial liabilities at | |
| |
| As restated |
| | 2024 | 2023 |
| Group | $'000 | $'000 |
| |
| |
| Trade and other payables | 150 | 2,024 |
| Liabilities held by Group for resale | 1,098 | - |
| Lease liabilities | 1,106 | 455 |
| | _______ | _______ |
| | | |
| Total financial liabilities | 2,354 | 2,479 |
|
| _______ | _______ |
| | Financial assets at | |
| | 2024 | 2023 |
| Company | $'000 | $'000 |
| |
| |
| Cash and cash equivalents | 14 | 7 |
| Amounts owed by subsidiary undertakings | 1,431 | 1,066 |
| | _______ | _______ |
| | | |
| Total financial assets at amortised cost | 1,445 | 1,073 |
|
| _______ | _______ |
| | Financial liabilities at | |
| | 2024 | 2023 |
| Company | $'000 | $'000 |
| | | |
| Trade and other payables | 110 | 197 |
| Amounts owed to subsidiary undertakings | 3,677 | 2,230 |
| | _______ | _______ |
| | | |
| Total financial liabilities | 3,787 | 2,427 |
| | _______ | _______ |
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit assessments are taken into account by local business practices. Further disclosures regarding trade and other receivables, which follow IFRS 9 including expected credit losses, are provided for in Note 13.
The Company is exposed to credit risk through amounts due from its subsidiary undertakings. Refer to Note 1 for details on the credit loss allowance made.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "A" are accepted.
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their own functional currency (being Pound Sterling, US dollar and Australian dollar) with the cash generated from their own operations where possible in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The parent Company maintains US dollar and pounds sterling bank accounts, whilst subsidiaries may hold either these currency accounts or their local currency.
All receivables and payables are settled at the prevailing spot rate; no forward contracts or other hedging instruments are currently entered into. The Board monitors the total foreign exchange risk on a periodic basis but given the major in and out flows of cash are in US dollars there is a natural hedge in place which minimises the overall exposure.
As of 31 December, the net exposure to foreign exchange risk was as follows:
Net foreign currency financial assets/(liabilities)
| |
| |||||||
| | US dollar | Sterling | Australian dollar | Total | ||||
| |
|
|
|
|
|
|
|
|
| | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
| Group | | | | | | | | |
| | ______ | ______ | ______ | ______ | ______ | ______ | ______ | ______ |
| | | | | | | | | |
| Total net exposure | (664) | (269) | (20) | (306) | (645) | (395) | (1,329) | (970) |
|
| ______ | ______ | ______ | ______ | ______ | ______ | ______ | ______ |
The effect of a 20% strengthening of the Sterling and Australian Dollar against the US Dollar at the reporting date on the corresponding net financial assets carried at that date would, all other variables held constant, have resulted in an increase in the post-tax profit for the year of $133,000 (2023: $140,000) and an increase in the net assets of $133,000 (2023: $140,000) A 20% weakening in the exchange rate would, on the same basis, have decreased post-tax profit and decreased net assets by $133,000 (2023: $140,000).
| Net foreign currency financial assets/(liabilities) | ||||||
| | Functional currency of individual entity | |||||
| |
| Sterling | Total | |||
| |
|
| 2024 | 2023 | 2024 | 2023 |
| |
|
| $'000 | $'000 | $'000 | $'000 |
| Company |
|
|
|
|
|
|
| | | | ______ | ______ | ______ | ______ |
|
| | | | | | |
| Total net exposure | | | (4) | (190) | (4) | (190) |
|
|
|
| ______ | ______ | ______ | ______ |
Commodity price risk
Typically, the sale of magnetite to the export market, as opposed to US domestic customers, is priced by reference to the market quoted Platts IODEX 62% Fe CFR China price over which the Group has no influence. There were no exports of product in the 2024 year. As domestic sales prices are determined more by local supply/demand factors and transportation costs, they do not, generally fluctuate with changes in global prices, hence, there is no significant exposure to market price risks expected in the coming year.
Liquidity risk
Liquidity risk arises from the Group's management of working capital.
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 30 days.
The Board receives periodic cash flow projections as well as information regarding cash balances. The Group does not have any overdraft or credit lines in place. The liquidity risk of each Group entity is managed centrally by the finance function.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
|
|
| Between | Between | Between |
|
| Group | Up to 3 | 3 and 12 | 1 and 2 | 2 and 5 | Over |
|
| months | Months | year | Years | 5 years |
| At 31 December 2024 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | |
| | | |
| Trade and other payables | 150 | - | - | - | - |
| Liabilities for sale | - | 1,098 | - | - | - |
| Lease liabilities | 134 | 235 | 209 | 528 | - |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
| Total | 284 | 1,333 | 209 | 528 | - |
| | _______ | _______ | _______ | _______ | _______ |
|
|
|
|
|
|
|
|
|
| Between | Between | Between |
|
| Group - As restated | Up to 3 | 3 and 12 | 1 and 2 | 2 and 5 | Over |
|
| months | months | year | years | 5 years |
| At 31 December 2023 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | |
| | | |
| Trade and other payables | 832 | - | - | - | - |
| Lease liabilities | 38 | 115 | 172 | 130 | - |
| | _______ | _______ | _______ | _______ | _______ |
|
| | | | | |
| Total | 870 | 115 | 172 | 130 | - |
|
| _______ | _______ | _______ | _______ | _______ |
|
|
|
|
|
|
|
|
|
| Between | Between | Between |
|
| Company | Up to 3 | 3 and 12 | 1 and 2 | 2 and 5 | Over |
|
| months | months | year | years | 5 years |
| At 31 December 2024 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | | | | |
| Trade and other payables | 110 | - | - | - | - |
| Loans from subsidiary undertakings | - | 3,677 | - | - | - |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
| Total | 110 | 3,677 | - | - | - |
| | _______ | _______ | _______ | _______ | _______ |
|
|
|
|
|
|
|
|
|
| Between | Between | Between |
|
| Company | Up to 3 | 3 and 12 | 1 and 2 | 2 and 5 | Over |
|
| months | months | year | years | 5 years |
| At 31 December 2023 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | | | | |
| Trade and other payables | 54 | - | - | - | - |
| Loans and borrowings | - | 1,919 | - | - | - |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
| Total | 54 | 1,919 | - | - | - |
| | _______ | _______ | _______ | _______ | _______ |
Capital Disclosures
The Group monitors "adjusted capital" which comprises all components of equity (i.e., share capital, share premium, merger reserve, and retained earnings).
The Group's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders;and
· to provide an adequate return to shareholders by pricing products with the level of risk.
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
4. Segment information
The Group has four main segments during the period:
· Southern Minerals Group LLC (SMG) - This segment is involved in the sale of magnetite to both the US domestic market and historically transported magnetite to port for onward export sale.
· Head Office - This segment incurs all the administrative costs of central operations and finances the Group's operations. A management fee is charged for completing this service and other certain services and expenses.
· Development Asset - discontinued - This segment holds the Leigh Creek Copper Mine Development Asset in Australia and incurs all related operating costs.
· United Kingdom - The investment in the Redmoor Project in Cornwall, United Kingdom is held by this segment.
Factors that management used to identify the Group's reportable segments.
The Group's reportable segments are strategic business units that carry out different functions and operations and operate in different jurisdictions.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the Board and management team which includes the Board and the Chief Financial Officer.
Measurement of operating segment profit or loss, assets, and liabilities
The Group evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with UK-adopted International Accounting Standards.
Segment assets exclude tax assets and assets used primarily for corporate purposes. Segment liabilities exclude tax liabilities. Loans and borrowings are allocated to the segments in which the borrowings are held. Details are provided in the reconciliation from segment assets and liabilities to the Group's statement of financial position.
|
| SMG | Head Office | United Kingdom | Development Asset- discontinued | Intra Segment Elimination | Total |
| | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 |
| | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
|
| | | | | | |
| Revenues | 4,745 | - | - | - | - | 4,745 |
| | | | | | | |
| Total Revenue | 4,745 | - | - | - | - | 4,745 |
| | | | | | | |
| Raw Materials and consumables | (846) | - | - | - | - | (846) |
| Overhead expenses | (737) | (618) | (19) | - | - | (1,374) |
| Management fee income/(expense) | (100) | 102 | - | - | (2) | - |
| Amortisation- right of use asset | (334) | - | - | - | - | (334) |
| Depreciation | (18) | - | - | - | - | (18) |
| Interest | - | (9) | - | - | - | (9) |
| Foreign exchange gain/(loss) | - | (933) | - | - | 920 | (13) |
|
| _______ | _______ | _______ | _______ | _______ | _______ |
| Segment profit /(loss) from operations | | | | | | |
| 2,710 | (1,458) | (19) | - | 918 | 2,151 | |
| _______ | _______ | _______ | _______ | _______ | _______ | |
|
| | | | | | |
| Lease interest | (19) | - | - | - | - | (19) |
| Finance expense | - | (11) | (12) | - | - | (23) |
|
| _______ | _______ | _______ | _______ | _______ | _______ |
| Segment profit /(loss) before taxation | | | | | | |
| 2,691 | (1,469) | (31) | - | 918 | 2,109 | |
| _______ | _______ | _______ | _______ | _______ | _______ | |
|
| | | | | | |
| Taxation | (691) | - | - | - | - | (691) |
|
| _______ | _______ | _______ | _______ | _______ | _______ |
|
| | | | | | |
| Segment profit /(loss) continuing operations | | | | | | |
| 2,000 | (1,469) | (31) | - | 918 | 1,418 | |
| | | | | | | |
|
| | | | | | |
| Segment loss from discontinued operations | | | | | | |
| - | - | - | (113) | - | (113) | |
| _______ | _______ | _______ | _______ | _______ | _______ | |
|
| | | | | | |
| Segment profit/ (loss) | 2,000 | (1,469) | (31) | (113) | 918 | 1,305 |
| _______ | _______ | _______ | _______ | _______ | _______ | |
|
| | | | | | |
|
| As restated |
|
|
|
| As restated |
|
| SMG | Head Office | United Kingdom | Development Asset | Intra Segment Elimination | Total |
| | 2023 | 2023 | 2023 | 2023 | 2023 | 2023 |
| | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 |
|
| | | | | | |
| Revenues | 1,577 | - | - | - | - | 1,577 |
| | | | | | | |
| Total Revenue | 1,577 | - | - | - | - | 1,577 |
| | | | | | | |
| Other Revenue | 1 | - | 3 | - | - | 4 |
| Raw Materials and consumables | (262) | - | - | - | - | (262) |
| Overhead expenses | (478) | (627) | (56) | - | - | (1,161) |
| Management fee income/(expense) | (250) | 250 | - | - | - | - |
| Impairment | - | - | - | (8,898) | - | (8,898) |
| Share based payments | - | (5) | - | - | - | (5) |
| Amortisation- right of use asset | (277) | - | - | - | - | (277) |
| Depreciation | (16) | - | - | - | - | (16) |
| Interest | (6) | (18) | | | | (24) |
| (Loss)/ gain on intercompany loans/investments | - | (3,377) | - | - | 3,377 | - |
| Foreign exchange gain/(loss) | - | (227) | - | - | 221 | (6) |
|
| _______ | _______ | _______ | _______ | _______ | _______ |
| Segment profit /(loss) from operations | | | | | | |
| 289 | (4,004) | (53) | (8,898) | 3,598 | (9,068) | |
| _______ | _______ | _______ | _______ | _______ | _______ | |
|
| | | | | | |
| Lease interest | (14) | - | - | - | - | (14) |
|
| _______ | _______ | _______ | _______ | _______ | _______ |
| Segment profit /(loss) before taxation | | | | | | |
| 275 | (4,004) | (53) | (8,898) | 3,598 | (9,082) | |
| _______ | _______ | _______ | _______ | _______ | _______ | |
| | | | | | | |
| Taxation | (73) | - | - | - | - | (73) |
| | _______ | _______ | _______ | _______ | _______ | _______ |
| Segment profit /(loss) continuing operations | | | | | | |
| 202 | (4,004) | (53) | (8,898) | 3,598 | (9,155) | |
| _______ | _______ | _______ | _______ | _______ | _______ |
|
| SMG | Head Office | Development Asset-discontinued | United Kingdom | Total |
| As at 31 December 2024 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | | | | |
| Additions to non-current assets | - | - | 113 | 418 | 531 |
| | _______ | _______ | ______ | _______ | _______ |
| | | | | | |
| Reportable segment assets | 1,649 | 397 | 127 | 5,924 | 8,097 |
| | _______ | _______ | ______ | _______ | _______ |
| | | | | | |
| Reportable segment liabilities | 1,854 | 153 | 1,098 | 26 | 3,131 |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
|
| | | | | |
|
| | | | | |
| Restated | SMG | Head Office | Development Asset | United Kingdom | Total |
| As at 31 December 2024 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | | | | |
| Additions to non-current assets | - | - | 203 | 366 | 569 |
| | _______ | _______ | ______ | _______ | _______ |
| | | | | | |
| Reportable segment assets | 837 | 30 | 137 | 5,599 | 6,603 |
| | _______ | _______ | ______ | _______ | _______ |
| | | | | | |
| Reportable segment liabilities | 772 | 730 | 1,242 | 127 | 2,871 |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
|
| | | | | |
|
| | | | | |
| | External revenue | Non-current assets | ||
|
| 2024 | 2023 | 2024 | 2023 |
|
| $'000 | $'000 | $'000 | $'000 |
|
| | | |
|
| United States | 4,745 | 1,577 | 1,104 | 516 |
| United Kingdom | - | - | 5,910 | 5,585 |
| Australia (Development Asset- discontinued) | - | - | - | 136 |
| | _______ | _______ | _______ | _______ |
| | | | | |
| | 4,745 | 1,577 | 7,014 | 6,237 |
| | _______ | _______ | _______ | _______ |
Revenues from Customer A totalled $880,335 (2023: $546,535), which represented 19% (2023: 35%) of total sales, Customer B $2,440,677 (2023: $nil) which represented 51% (2023:0%) of total sales and Customer C totalled $797,754 (2023: $819,000) which represented 17% (2023: 52%).
5. Profit/(loss) before tax
| Group | | Year to | Year to |
| Costs by nature | | 2024 | 2023 |
|
| Notes | $'000 | $'000 |
| Operating Profit/(loss) is stated after charging: | | | |
|
| | | |
| Other Income (i) | | - | (4) |
| | | ________ | ________ |
| Directors' fees and emoluments | 6 | 160 | 257 |
| Fees payable to the company's auditor for the audit of the parent company and consolidated financial statements | | 89 | 81 |
| Non-audit services | | - | - |
| Staff costs | 6 | 686 | 405 |
| Depreciation | | 18 | 16 |
| Amortisation of right-of -use assets | | 334 | 277 |
| Equipment rental (ii) | | 11 | 2 |
| Equipment maintenance | | 60 | 30 |
| Legal, professional and consultancy fees | | 138 | 189 |
| Travelling and related costs | | - | - |
| Other expenses | | 230 | 198 |
| | | ________ | ________ |
| Overhead expenses | | 1,726 | 1,455 |
| | | | |
| Foreign exchange loss | | 13 | 5 |
| Share based payments charge | | - | 5 |
| Interest | | 9 | 24 |
| Finance fee | | 23 | - |
| | | ________ | ________ |
|
Other expenses | | 45 | 34 |
| | | | |
| Lease interest | | 19 | 14 |
| Loss from discontinued operations | 26 | 113 | 8,898 |
| | | ________ | ________ |
| | | | |
| | | 1,903 | 10,397 |
| | | ________ | ________ |
(i) CRL hired mud mats on a casual basis to a non-related party.
(ii) Equipment hire includes a number of short-term rentals.
6. Directors and employees
| Group | Year to | Year to |
| Staff costs during the year | 2024 | 2023 |
| | $'000 | $'000 |
| | | |
| Directors' remuneration expense including consulting fees | 74 | 181 |
| Directors' remuneration - salary and wages | 78 | 67 |
| Directors' remuneration Pension costs | 8 | 9 |
| Directors' fees capitalised including consulting fees | - | 122 |
| Wages and salaries including consulting fees for management* | 656 | 405 |
| Social security costs | 30 | - |
| | ________ | ________ |
| | | |
| Total staff costs | 846 | 784 |
| | ________ | ________ |
*Includes $94,000 (2023: $57,000) paid to the Chief Financial Officer, who is the only key management personnel.
Details of the highest paid Director are disclosed in the Remuneration Committee Report on pages 29 and 30.
The average number of people (including Directors) employed by the Group during the year was:
|
| 2024 | 2023 |
|
| Number | Number |
| | | |
| Total | 12 | 11 |
| | ________ | ________ |
| Company | Year to | Year to |
| Staff costs during the year | 2024 | 2023 |
|
| $'000 | $'000 |
| | | |
| Directors' remuneration including consulting fees | 30 | 153 |
| Directors' remuneration - salary and wages | 78 | 67 |
| Directors' remuneration Pension costs | 8 | 9 |
| Directors' fees capitalised including consulting fees | - | 122 |
| | ________ | ________ |
| | | |
| Total staff costs | 116 | 351 |
| | ________ | ________ |
The average number of people (including Directors) employed by the Company during the year was:
|
| 2024 | 2023 |
|
| Number | Number |
| | | |
| Total | 3 | 3 |
| | ________ | ________ |
The number of directors to whom retirement benefits under money purchase pension schemes is nil (2023: nil).
At 31 December 2024, no Directors or key management personnel have any accrued short term, post-employment, long term, termination benefits or share based payments. (2023: nil).
7. Taxation
|
|
Year to | As restated Year to |
|
| 2024 | 2023 |
|
| $'000 | $'000 |
|
| | |
| Current tax expense - Overseas Tax (USA) | 537 | 107 |
| Deferred tax expense/ (credit) | 154 | (34) |
| | ________ | ________ |
| | | |
| | 691 | 73 |
| | ________ | ________ |
| | | |
| Reconciliation of effective tax rates | $'000 | $'000 |
|
| | |
| Profit/(loss) before tax | 1,996 | (9,082) |
| Tax at the UK standard rate of corporation tax of 25% (2023 - 19%) | 499 | (1,726) |
| | | |
| Effect of | | |
| Expenses not deductible for tax / (non-taxable income) | 93 | 1,707 |
| Allowable deductions | (275) | (30) |
| Under provision in respect of previous years | 12 | 6 |
| Movement in deferred tax | 154 | (34) |
| Losses carried forward | 174 | 128 |
| Difference in overseas tax rates | 34 | 22 |
| | ________ | ________ |
| | | |
| | 691 | 73 |
| | ________ | ________ |
The Group has a tax payable of $0.415m (2023: payable $0.70m).
The Group has restated the income tax expense for the year ended 31 December 2023, to recognise the movement in the deferred tax liability between 1 January 2023 and 31 January 2023 following the restatement of the deferred tax liability at 1 January 2023. (see Note 28)
The Group has unused losses to carry forward of $26,176,847 (2023: $25,529,479). No deferred tax asset has been recognised for losses as their recovery is not probable in the foreseeable future.
Different tax rates applied in overseas jurisdictions reflect the different tax rates applicable in the various jurisdictions in which the Group operates. The current tax expense and over provision in respect of prior year relates to operations in the USA. The combined state, federal and branch rate of corporate tax in USA is approximately 29%.
The Company and Group do not have any exposure to Pillar Two income taxes.
8. Earnings per share
Earnings per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial year. The weighted average number of shares in issue during the year was 2,015,964,616 (2023*:2015,964,616).
Fully diluted earnings are based on 2,015,964,616 (2023*:2,015,964,616) shares and the profit for the financial period was $1.305m (2023: loss $9.155m).
\* The 2023 share figure has been restated to reflect the correct weighted average number of shares for the year ended 31 December 2023.
Instruments (including contingently issuable shares) that could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share because they are antidilutive for the periods presented.
9. Intangible Assets
| Group | | Exploration and evaluation assets | Other | Total |
| Cost | | $'000 | $'000 | $'000 |
| | | | | |
| At 1 January 2023 | | 6,105 | 26,316 | 32,421 |
| Additions for the year | | 486 | - | 486 |
| Grant reimbursement | | (112) | - | (112) |
| Foreign exchange difference | | 219 | 1 | 220 |
| Research and development incentive | | (8) | - | (8) |
| | | | | |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | 6,690 | 26,317 | 33,007 |
| | | ________ | ________ | ________ |
| | | | | |
| At 1 January 2024 | | 6,690 | 26,317 | 33,007 |
| Additions in the year | | 444 | - | 444 |
| Research and Development refund | | (26) | - | (26) |
| Reclassification to Disposal Group | | - | (545) | (545) |
| Foreign exchange difference | | (85) | - | (85) |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | 7,023 | 25,772 | 32,795 |
|
| | ________ | ________ | ________ |
|
| | | | |
| Amortisation and impairment | | | | |
| At 1 January 2023 | | (1,122) | (25,772) | (26,894) |
| Impairment of intangible asset | | - | (545) | (545) |
|
| | ________ | ________ | ________ |
|
| | | | |
| At 31 December 2023 | | (1,122) | (26,317) | (27,439) |
| | | ________ | ________ | ________ |
|
| | | | |
| At 1 January 2024 | | (1,122) | (26,317) | (27,439) |
| Reclassification to Disposal Group | | - | 545 | 545 |
|
| | ________ | ________ | ________ |
|
| | | | |
| At 31 December 2024 | | (1,122) | (25,772) | (26,894) |
| | | ________ | ________ | ________ |
|
Net book value | | | | |
|
| | | | |
| At 31 December 2022 | | 4,983 | 544 | 5,527 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | 5,568 | - | 5,568 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | 5,901 | - | 5,901 |
|
| | ________ | ________ | ________ |
Exploration and evaluation assets
(i) Exploration and evaluation ("E&E") costs as at 31 December 2024 are the costs associated with the exploration tenements in the UK held by Cornwall Resources Ltd ('CRL').
Other intangible assets
(ii) The other intangible asset of $25,772k arose from a contractual relationship entered into by Southern Minerals Group LLC ('SMG'), an entity wholly owned by Ebony Iron Pty Limited, with a third party for the rights to a magnetite stockpile held at that party's Cobre mine in New Mexico, USA. This other intangible asset was fully amortised by the end of 31 December 2017.
(iii) An intangible asset of $545k arose from the contractual relationship entered into by LCCM with a third party for an offtake agreement over the Leigh Creek Copper mine project. Further information regarding the impairment of the LCCM project can be found at note 11.
The other intangible assets have been assessed for impairment at 31 December 2024.
The carrying value of the intangible asset is assessed as nil at 31 December 2024 and an impairment expense of $nil (2023: $0.545m) has been charged to the Statement of Comprehensive Income.
At 31 December 2024, the intangible asset has been reclassified as an Asset Held for Sale, refer Note 22.
10. Investments
| Company | | Loans to subsidiary undertakings (ii) | Shares in subsidiary undertakings (i) | Total |
| Cost | | $'000 | $'000 | $'000 |
|
| | | | |
| | | | | |
| At 1 January 2023 | | 7,158 | 50,845 | 58,003 |
| Movement in the year | | (89) | - | (89) |
| Foreign exchange difference | | 380 | 368 | 748 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | 7,449 | 51,213 | 58,662 |
| | | _________ | _________ | _________ |
| | | | | |
| | | | | |
| At 1 January 2024 | | 7,449 | 51,213 | 58,662 |
| Movement in the year | | 549 | - | 549 |
| Foreign exchange difference | | (128) | 265 | 137 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | 7,870 | 51,478 | 59,348 |
| | | _________ | _________ | _________ |
| | | | | |
| Impairment | | | | |
| | | | | |
| At 1 January 2023 | | (2,524) | (46,703) | (49,227) |
| Charge for the year | | (3,646) | - | (3,646) |
| Foreign exchange difference | | (213) | (99) | (312) |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | (6,383) | (46,802) | (53,185) |
| | | _________ | _________ | _________ |
| | | | | |
| At 1 January 2024 | | (6,383) | (46,802) | (53,185) |
| Charge for the year | | (128) | - | (128) |
| Foreign exchange difference | | 72 | (153) | (81) |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | (6,439) | (46,955) | (53,394) |
| | | _________ | _________ | _________ |
| Carrying Value | | | | |
| | | | | |
| At 31 December 2023 | | 1,066 | 4,411 | 5,477 |
| | | _________ | _________ | _________ |
| | | | | |
| At 31 December 2024 | | 1,431 | 4,523 | 5,954 |
| | | _________ | _________ | _________ |
(i) Shares in subsidiary undertakings are assessed for impairment and are carried at cost. Refer Note 1 for further information in respect to the accounting policy.
(ii) Loans provided to subsidiary undertakings are interest free and repayable on demand. The loans are expected to be repaid by future disposal proceeds and revenues generated from the Group's assets in USA and the UK respectively.
Loans to subsidiary undertakings are assessed for impairment in accordance with IFRS 9. Under IFRS 9, provisions for impairment of loans in subsidiary undertakings is based on an expected credit loss assessment (refer note 1 for further detail).
IFRS 9 requires the parent company to make assumptions when implementing the forward- looking expected credit loss model. This model is required to be used to assess the intercompany loan receivables from its subsidiaries for impairment. The model also assesses the investment in subsidiaries for impairment.
Arriving at an expected credit loss allowance involved considering different scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and probabilities for these scenarios and an assessment of the net asset position of the subsidiary.
The following were considered, the exploration project risk, the future sales potential of product, value of potential reserves and the resulting expected economic outcomes of the project.
Refer Note 1 for further information in respect to the accounting policy and Note 2 (c) in relation to the accounting judgements.
Investment in subsidiaries
| | | | 2024 | 2023 |
| Company- carrying value | | | $'000 | $'000 |
| | | | | |
| Investments in subsidiary undertakings - CRL | 4,523 | 4,411 | ||
| | | | ________ | ________ |
| | | | | |
| | | | 4,523 | 4,411 |
| | | | ________ | ________ |
The Company holds more than 20% of the share capital of the following companies:
| Subsidiary undertakings | Country of | Principal | Class of | % |
|
| Incorporation | Activity | share | Owned |
| | | | | |
| Central Australian Rare Earths Pty Ltd | Australia (ii) | Exploration and development | Ordinary | 100% |
| | | | | |
| Iron Glen Holdings Pty Limited | Australia (ii) | Holding Company | Ordinary | 100% |
| | | | | |
| Southern Minerals Group LLC (i) | USA (iii) | Sale of magnetite | Ordinary | 100% |
| | | | | |
| SMG Cobre LLC (i) | USA (iii) | Holding Company | Ordinary | 100% |
| | | | | |
| Ebony Iron Pty Limited | Australia (ii) | Holding Company | Ordinary | 100% |
| | | | | |
| Leigh Creek Copper Mine Pty Ltd (i) | Australia (ii) | Exploration and development | Ordinary | 100% |
| | | | | |
| Iron Glen Pty Ltd | Australia (ii) | Dormant Company | Ordinary | 100% |
| | | | | |
| Cornwall Resources Limited | United Kingdom (iv) | Exploration and development | Ordinary | 100% |
(i) Held by Ebony Iron Pty Limited
(ii) Registered office - 3 Laundess Avenue, Panania NSW 2213
(iii) Registered office - 303 Fierro Road, Hanover, New Mexico, USA, 88041
(iv) Registered office - 27-28 Eastcastle St, London W1W 8DH United Kingdom
Cornwall Resources Ltd is exempt from audit by virtue of section 477 of the Companies Act 2006.
11. Property, Plant, and Equipment
| | | Development Asset | Plant and Machinery | Total |
| Group | | $'000 | $'000 | $'000 |
|
| | | | |
| Cost | | | | |
| | | | | |
| At 1 January 2023 | | 7,807 | 723 | 8,530 |
| Additions in the year | | 202 | - | 202 |
| Foreign exchange difference | | 24 | - | 24 |
| | | ________ | ________ | _______ |
| | | | | |
| | | 8,033 | 723 | 8,756 |
| | | ________ | ________ | _______ |
| | | | | |
| At 31 December 2023 | | 8,033 | 723 | 8,756 |
| Additions - Reclassify to Disposal Asset | | 113 | - | 113 |
| Reclassify to Disposal Asset | | (8,146) | (328) | (8,474) |
| Foreign exchange difference | | - | 7 | 7 |
| | | ________ | ________ | _______ |
|
| | | | |
| At 31 December 2024 | | - | 402 | 402 |
|
| | ________ | ________ | ________ |
| Depreciation and impairment | | | | |
| | | | | |
| At 1 January 2023 | | - | (307) | (307) |
| Charge in the year -impairment | | (8,033) | (328) | (8,361) |
| Charge in the year - depreciation | | - | (16) | (16) |
| Foreign exchange difference | | - | 8 | 8 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | (8,033) | (643) | (8,676) |
| | | | | |
| Charge in the year - impairment | | (113) | - | (113) |
| Charge for the year - depreciation | | - | (18) | (18) |
| Reclassify to Disposal Asset - Impairment | | 8,146 | 328 | 8,474 |
| Foreign exchange difference | | - | (9) | (9) |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | - | (342) | (342) |
| | | ________ | ________ | ________ |
| Carrying value | | | | |
| | | | | |
| At 31 December 2022 | | 7,807 | 416 | 8,223 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2023 | | - | 80 | 80 |
| | | ________ | ________ | ________ |
| | | | | |
| At 31 December 2024 | | - | 60 | 60 |
| | | ________ | ________ | ________ |
Management assesses the carrying value of Development assets for indicators of impairment based on the requirements of IAS36. The following are the key assumptions used in this assessment of carrying value.
· Mineable reserves over life of project
· Forecasted Copper pricing
· Capital and operating cost assumptions to deliver the mining schedule
· Foreign exchange rates
· Discount rate
If the carrying amount of the Development asset exceeds the recoverable amount, the asset is impaired. The Group will impair the carrying amount of the asset to its recoverable amount and recognise an impairment loss.
2024 Assessment
There are significant indicators of impairment for the LCCM project. Additions to the asset in 2024 represent ongoing costs associated with maintaining the asset.
The LCCM project has been, and continues to be, extensively marketed to potential investors/purchasers. This has included a full review by major Australian mining groups and international funders who have passed on the project. Despite the Directors' efforts to secure funding, a transaction was not achieved in the year ended 31 December 2024. Accordingly, the Directors have assessed that indicators for impairment exist.
The Group has impaired the carrying amount of the asset to nil and recognised a loss from discontinued operations at 31 December 2024 of $113,000, refer Note 26.
At 31 December 2024, the asset has been reclassified as an Asset Held for Sale, refer Note 22.
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
- The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days from 23 April (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option"). On 23 May 2025, the period was extended by 14 days.
- Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
- The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
- The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million ("Earn-Out Consideration") to be paid on a half yearly basis from the commencement of commercial production at the Project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
12. Inventories
|
| 2024 | 2023 |
|
| $'000 | $'000 |
| | | |
| Finished goods held for sale | 4 | 4 |
| | ________ | ________ |
| | | |
| | 4 | 4 |
| | ________ | ________ |
No inventories have been written off to profit or loss in the year (2023: Nil).
13. Trade and other receivables
|
| 2024 | 2023 |
| Group | $'000 | $'000 |
| Current | | |
| Trade receivables | 277 | 198 |
| Less: provision for impairment of trade receivables | - | - |
| | ________ | ________ |
| | | |
| | 277 | 198 |
| | | |
| Other receivables | - | 7 |
| VAT/GST Receivable | 18 | 14 |
| | ________ | ________ |
| | | |
| | 295 | 219 |
| | ________ | ________ |
|
| | |
| Prepayments | 36 | - |
|
| ________ | ________ |
|
| | |
| Non-Current | | |
| Rehabilitation bond | - | 136 |
| | ________ | ________ |
| | | |
| | - | 136 |
|
| ________ | ________ |
| Company | | |
| Current | | |
| VAT/GST Receivable | 10 | 7 |
| | ________ | ________ |
| | | |
| | 10 | 7 |
| | ________ | ________ |
The Group's trade receivables are derived from magnetite customers at Cobre, whose credit quality is assessed by considering the customers financial position, experience, and other factors. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions. Within 90 days of the year end, the Group had collected 100% of the trade receivables outstanding at 31 December 2024. The Group did not recognise any impairment and believes that credit risk is limited as customers pay within a short period of time.
The Group applies the IFRS 9 simplified approach to measuring credit losses using a lifetime expected credit loss provision for trade receivables. Based on the assessment, the carrying value of trade receivables, classified at amortised cost, approximated the fair value.
14. Cash and cash equivalents
|
| 2024 | 2023 | |
| Group | $'000 | $'000 | |
|
| | | |
| Bank current accounts | 621 | 112 | |
| | ________ | ________ | |
| | | | |
| Cash in the statement of cash flows | 621 | 112 | |
| | ________ | ________ | |
|
| | | |
| Company |
|
| |
| | | | |
| Bank current accounts | 14 | 7 | |
| | ________ | ________ | |
| | | | |
| Cash in the statement of cash flows | 14 | 7 | |
| | ________ | ________ | |
The Group's balances are held with well-known and highly rated UK, USA, and Australian banks.
15. Trade and other payables
|
|
| As restated |
|
| 2024 | 2023 |
| Group | $'000 | $'000 |
|
| | |
| Trade payables | 125 | 830 |
| Other payables | 25 | 2 |
| Accruals | 92 | 1,332 |
| | ________ | ________ |
| | | |
| | 242 | 2,164 |
| | ________ | ________ |
| | | |
| Company | | |
|
| | |
| Trade payables | 7 | 213 |
| Other payables | 11 | - |
| Accruals | 92 | 124 |
| | ________ | ________ |
| | | |
| | 110 | 337 |
| | ________ | ________ |
| | | |
| Loans due to subsidiary undertakings | 3,677 | 2,230 |
| | ________ | ________ |
| | | |
| | 3,677 | 2,230 |
| | ________ | ________ |
Book values approximate to fair value at 31 December 2024 and 2023.
Intercompany loan balances are interest-free, and repayable on demand.
16. Provisions
|
|
Deferred Tax Liability | Provision for Environmental Liability | Total |
| Group -As restated | $'000 | $'000 | $'000 |
|
| | | |
| At 1 January 2023 | 150 | 1,191 | 1,341 |
| Movement for the year | (34) | - | (34) |
| Foreign exchange movement in year | - | 1 | 1 |
| Restated to accruals (Note 28) | - | (1,192) | (1,192) |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2023 | 116 | - | 116 |
| | ________ | ________ | ________ |
| | | | |
| Movement for the year | 154 | - | 154 |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2024 | 270 | - | 270 |
| | ________ | ________ | ________ |
17. Deferred tax
A deferred tax liability has been recognised in relation to the temporary differences arising from accelerated depreciation for tax purposes compared to the depreciation charged in the financial statements.
Under the applicable tax legislation, certain fixed assets are depreciated at a faster rate for tax purposes than for accounting purposes. This has resulted in a taxable temporary difference and the recognition of a corresponding deferred tax liability.
The deferred tax liability has been restated at 1 January 2023 and 31 December 2023 to reflect the previously unrecognised timing differences as detailed in Note 29.
18. Leases
The Group has leases for an office, plant and machinery (including two dozers and an excavator) and a vehicle. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant, and equipment (see Note 11).
Right of Use Asset
|
| Office lease | Plant, machinery, and vehicles | Total |
|
| $'000 | $'000 | $'000 |
| Group | | | |
| At 1 January 2023 | 1 | 583 | 584 |
| Additions | - | 150 | 150 |
| Amortisation (capitalised) | (1) | (3) | (4) |
| Amortisation | - | (277) | (277) |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2023 | - | 453 | 453 |
| | ________ | ________ | ________ |
| Group | | | |
| At 1 January 2024 | - | 453 | 453 |
| Additions | - | 940 | 940 |
| Amortisation (capitalised) | - | (6) | (6) |
| Amortisation | - | (334) | (334) |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2024 | - | 1,053 | 1,053 |
| | ________ | ________ | ________ |
Lease Liabilities
|
| Office lease | Plant, machinery, and vehicles | Total |
|
| $,000 | $'000 | $'000 |
| Group | | | |
| | | | |
| As at 1 January 2023 | 4 | 583 | 587 |
| Additions | - | 150 | 150 |
| Interest payments | - | 14 | 14 |
| Lease payments | (4) | (292) | (296) |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2023 | - | 455 | 455 |
| | ________ | ________ | ________ |
| | | | |
| As at 1 January 2024 | - | 455 | 455 |
| Additions | - | 975 | 975 |
| Interest expense | - | 19 | 19 |
| Lease payments | - | (343) | (343) |
| | ________ | ________ | ________ |
| | | | |
| At 31 December 2024 | - | 1,106 | 1,106 |
| | ________ | ________ | ________ |
Lease liabilities are presented in the Statement of Financial Position as follows:
|
| 2024 | 2023 |
|
| $,000 | $'000 |
| Group | | |
| | | |
| Current | 369 | 153 |
| Non-Current | 737 | 302 |
| | ________ | ________ |
| | | |
| Total | 1,106 | 455 |
| | ________ | ________ |
Maturity Analysis of lease liabilities
|
|
| Between | Between | Between |
|
| Group | Up to 3 | 3 and 12 | 1 and 2 | 2 and 5 | Over |
|
| Months | Months | Year | Years | 5 years |
| At 31 December 2024 | $'000 | $'000 | $'000 | $'000 | $'000 |
| | | | | | |
| Lease liabilities | 134 | 235 | 209 | 528 | - |
| | _______ | _______ | _______ | _______ | _______ |
| | | | | | |
| Total | 134 | 235 | 209 | 528 | - |
| | _______ | _______ | _______ | _______ | _______ |
The Company does not have any lease liabilities.
The table below describes the nature of the Group's leasing activities by type of right-of-use asset.
| Right of Use Asset | No of Right of Use assets leased | Range of remaining term | No of leases with extension options |
| Plant and Machinery | 6 | 1-5 years | - |
| Motor Vehicle | 1 | 1-5 years | - |
19. Share Capital and Premium
|
| Number | Share Capital | Share Premium | Total |
|
|
| $,000 | $,000 | $'000 |
| At 1 January 2024 Ordinary shares of 0.1 pence each | 2,015,964,616 | 2,916 | 49,387 | 52,303 |
| | ____________ | _______ | _______ | _______ |
| | | | | |
| At 31 December 2024 Ordinary shares of 0.1 pence each | 2,015,964,616 | 2,916 | 49,387 | 52,303 |
| | ____________ | _______ | _______ | _______ |
The Parent Company has one class of Ordinary Share and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.
The total issued share capital of the Company comprises 2,015,964,616 ordinary shares of 0.10p each, with one voting right per share. The Company does not hold any ordinary shares in treasury.
The total number of ordinary shares and voting rights in the Company is therefore 2,015,964,616.
During 2023, the Company issued 10,000,000 warrants. Each warrant attached which entitled the holder to subscribe for one new Ordinary Share at a price of 0.50p per share with an expiry date of 31 December 2025.
During 2024, the Company issued 10,000,000 warrants. Each warrant attached which entitled the holder to subscribe for one new Ordinary Share at a price of 0.50p per share with an expiry date of 31 December 2025.
| Date of grant | Granted at 31.12.23 | Issued | Cancelled / Exercised | Granted at 31.12.24 | Exercise price | Exercise Period | |
| From | To | ||||||
| | | | | | | | |
| 10.10.23 | 10,000,000 | - | - | 10,000,000 | 0.50p | 10.10.23 | 31.12.25 |
| 01.04.24 | - | 10,000,000 | - | 10,000,000 | 0.50p | 01.04.24 | 31.12.25 |
The number of warrants that are exercisable at 31 December 2024 is 20,000,000 (2023:10,000,000).
The estimated fair value of warrants issued is calculated by applying the Black-Scholes option pricing model.
The assumptions used in for the 2023 warrant calculation were as follows:
| Share price at date of grant | 0.122p |
| Exercise Price | 0.50p |
| Expected Volatility | 116% |
| Expected Dividend | Nil |
| Contractual Life | 2.2 years |
| Risk free rate | 5.25% |
| Estimated fair value of each option | 0.04245p |
The annual risk-free rate of interest is estimated to be 5.25%.
The expected volatility was determined based on the historic volatility of the Company's shares.
The assumptions used in for the 2024 warrant calculation are as follows:
| Share price at date of grant | 0.226p |
| Exercise Price | 0.50p |
| Expected Volatility | 116% |
| Expected Dividend | Nil |
| Contractual Life | 1.2 years |
| Risk free rate | 4.60% |
| Estimated fair value of each option | 0.06494p |
The annual risk-free rate of interest is estimated to be 4.60%.
The expected volatility was determined based on the historic volatility of the Company's shares.
20. Share based payments
The Group has a share-ownership compensation scheme for senior executives of the Group whereby senior executives may be granted options to purchase ordinary shares in the Company.
No options were granted in 2024. (2023: nil).
21. Loans and Borrowings
|
| Loan | Total |
|
| $'000 | $'000 |
| Group | | |
|
| | |
| As at 1 January 2023 | - | - |
| Loan advance | 34 | 34 |
| Accrued interest | 1 | 1 |
| | ________ | ________ |
| | | |
| As at 31 December 2023 | 35 | 35 |
| | | |
| | | |
| Loan advance | 62 | 62 |
| Accrued interest | 10 | 10 |
| Foreign exchange | (3) | (3) |
| Loan repayment | (104) | (104) |
| | ________ | ________ |
| | | |
| As at 31 December 2024 | - | - |
| | ________ | ________ |
During 2024 the Company entered into the following loans with individual investors. The loans were undertaken through the Company's 100% owned subsidiary Ebony Iron Pty Ltd.
1. Three-month facility $A50,000, which matured in May 2024. Interest rate on the facility was 48%. The loan was extended for one month and was fully repaid in June 2024. The loan also included an interest kicker, whereby the Company would have had to pay the Lender an additional fee relating to the increase in the value of another share listed on the ASX, however this additional clause was not triggered. No warrants were attached to this loan.
2. Six-month facility $A50,000, which matured in October 2024. Interest rate on the facility was 12% and includes the grant of 10,000,000 warrants over new ordinary shares of 0.1 pence each in the Company with an exercise price of 0.5p maturing 31 December 2025. The loan was fully repaid in October 2024.
During 2023 the Company entered short-term financing facilities with an individual investor. The facility comprised $A50,000 which matured in May 2024. The loan was subsequently extended to October 2024. The interest rate on the financing was 12% pa and includes the grant of 10,000,000 warrants over new ordinary shares of 0.1 pence each in the Company with an exercise price of 0.5p maturing 31 December 2025. The loan was fully repaid in October 2024.
22. Assets Held for Sale
|
| 2024 |
|
| $'000 |
| Group | |
| | |
| Assets of Disposal Group Classified as held for Sale | |
| Development Asset (Note 11) | 8,146 |
| Development Asset - Impairment | (8,146) |
| Property Plant and Equipment (Note 11) | 328 |
| Property Plant and Equipment- Impairment | (328) |
| Intangible Asset (Note 9(iii)) | 545 |
| Intangible Asset - Impairment | (545) |
| Cash and cash equivalents | 3 |
| Other Current Assets | 124 |
| | ________ |
| | |
| | 127 |
| | ________ |
| | |
| Liabilities of Disposal Group Classified as held for Sale | |
| | |
| Trade payables | 16 |
| Environmental bond | 1,082 |
| | ________ |
| | |
| | 1,098 |
| | ________ |
| | |
| Net Assets of Disposal Group Classified as held for Sale | (971) |
| | ________ |
Throughout 2024, the Company has worked with several parties who have expressed an interest in investing in or acquiring the LCCM project.
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
- The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days from 23 April (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option"). On 23 May 2025, the period was extended by 14 days.
- Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
- The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
- The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million ("Earn-Out Consideration") to be paid on a half yearly basis from the commencement of commercial production at the Project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
23. Commitments
(a) Capital expenditure commitments.
At 31 December 2024, no capital commitments existed (2023: Nil).
(b) Exploration commitments
To maintain current rights to tenure of exploration tenements, the Group is required to outlay amounts in respect of tenement rent to the relevant governing authorities and to meet certain annual exploration expenditure commitments. Other than for standard rent and licence fees, the Group has flexibility over the life of the tenement to meet exploration expenditure commitments. The expected timing of outlays (exploration expenditure, rent and licence fees) which arise in relation to granted tenements and are as follows:
|
| 2024 | 2023 |
| Group | $'000 | $'000 |
| | | |
| due within one year | 142 | 318 |
| due after one year and within five years | 788 | 1,362 |
| due after five years | 708 | 2,158 |
| | ________ | ________ |
| | | |
| | 1,638 | 3,838 |
| | ________ | ________ |
If LCCM is sold or the mining leases and exploration tenements are relinquished, there would be a decrease in the expenditure commitments as follows:
| Group | $'000 |
| | |
| due within one year -reduction | 98 |
| due after one year and within five years | 622 |
| due after five years | 516 |
| | ________ |
| | |
| | 1,236 |
| | ________ |
(c) Other commitments
As part of the terms of agreement in relation to the purchase of CRL, the Company had a commitment of AUD $1m on net smelter sales arising from CRL production reaching $AUD50m and a further $AUD1m on net smelter sales arising from CRL production reaching $AUD100m.
Given the asset is still in the exploration phase, these milestone events triggering deferred consideration payments are uncertain.
As part of the PEPR, the Company has an obligation to pay a AUD$1.140m bond prior to commencement of authorised operations at the LCCM site. The bond addresses future liabilities resulting from operations as described in the PEPR.
Whilst a possible obligation exists in relation to the consideration payable, given the project is not in operation, it was concluded that at reporting date that the payment is uncertain.
When the payments become probable, the Group will recognise a liability in the financial statements.
24. Controlling party
There is no ultimate controlling party of the Group.
25. Related party transactions
Director and key management personnel remuneration has been disclosed in Note 6.
Directors' interest in shares and options have been disclosed in the Directors Remuneration Report.
J Harrison was a director of the Company and was consultant to CRL during 2023. Fees paid by CRL for services provided by J Harrison's associated entity, during 2024 were nil (2023: $17,040).
The Group paid nil (2023: $24,980) of J Harrison's directors' remuneration to an associated entity. No amount was outstanding at year end (2023: nil).
The Group incurred costs of $72,567 (2023: $175,402) in relation to J Peters' directors remuneration to an associated entity. Of this amount $14,513 (2023: $102,318) was incurred by the Company and $58,054 (2023: $73,084) was incurred by Iron Glen Holdings Pty Ltd.
J Peters Executive directors fees were temporarily reduced in 2024 reflecting undertakings associated with 2023.
After adjusting in 2024 for an agreed allocation associated with the 2023 undertakings, the amount paid to related parties of J Peters in 2024 was $43,540 (2023: $175,402).
The amount outstanding at the year-end payable to the associated entities was nil (2023: $205,609).
On 1 December 2024, the Company entered a six-month consultancy for $10,998 per month with an associated entity of J Peters.
The Group incurred costs of $30,057 (2023: $53,982) in relation to A Broome's directors remuneration to an associated entity.
The amount outstanding at 31 December 2024 payable to the associated entity was $35,639 (2023: $70,426).
The Group incurred costs of $94,278 (2023: $56,993) in relation to K Williams consulting fees to an associated entity.
The amount outstanding at 31 December 2024 payable to the associated entity was nil (2023: $39,286).
During 2024 interest at 8% pa was paid on accrued director remuneration. Total interest paid to related parties in 2024 was $20,136. (2023: nil).
There were no other transactions with Directors, key management personnel or other related parties.
26. Discontinued operations
The single line-item discontinued operations in 2024 represents the loss of Leigh Creek Copper Mine Pty Ltd that is being actively marketed for sale.
| | 2024 | 2023 |
| | $'000 | $'000 |
| | | |
| Impairment loss | (113) | - |
| | ________ | ________ |
| | | |
| Loss for the year from discontinued operations | (113) | - |
| | ________ | ________ |
The cash outflows of $113,000 from discontinued operations relating to Leigh Creek Copper Mine Pty Ltd in the consolidated statement of cash flows (2023: nil) represent additions to the Development Asset.
27. Events after the end of the reporting period
Grant Funding
In April 2025, CRL finalised grant funding of over £764k with the UK Government through the UK Shared Prosperity Fund ("SPF"). Cornwall Council is responsible for managing projects funded by the UK Shared Prosperity Fund through the Cornwall and the Isles of Scilly Good Growth Programme.
The grant funding, which will be equally matched by Company expenditure up to a total Project spend of £1,528k, will enable new exploration activities, including borehole drilling, aimed at accelerating the development of the Company's Redmoor Tungsten-Tin-Copper Project ("Redmoor") in Cornwall.
£1m Placement
In April 2025, the company undertook a Placing which raised gross proceeds of £1m through the placing of 333,333,333 new Ordinary Shares to certain investors at a price of 0.3 pence per share. The Placing Price represented a discount of 25% to the Closing Price of 0.4 pence per Ordinary Share on 15 April 2025, being the latest practicable business day prior to the publication of the Announcement.
The net proceeds of the Placing will be principally used to progress activities at the Company's Redmoor Tungsten-Tin-Copper Project in Cornwall and for working capital purposes.
Non-Binding Heads of Agreement
In April 2025, the Company signed a non-binding heads of agreement, based on the following conditions:
- The purchaser will make a non-refundable payment to Strategic Minerals of A$100,000 within 30 days from 23 April (or such further period as may be agreed by the parties), for an exclusive call option to acquire 100% of LCCM (the "Call Option"). On 23 May 2025, the period was extended by 14 days.
- Under the Call Option, which will be exercisable for a period of six months (or such longer period as may be agreed by the parties), the purchaser may elect to acquire 100% of LCCM for an initial payment to Strategic Minerals of A$1.9 million in cash.
- The purchaser anticipates completing a listing on the Australian Securities Exchange upon which it will issue shares to Strategic Minerals equivalent to 19.9% of the listed vehicle up to a maximum value limit of A$3 million.
- The purchaser will pay an earn-out to Strategic Minerals equivalent to A$4 million ("Earn-Out Consideration") to be paid on a half yearly basis from the commencement of commercial production at the Project with each half yearly payment to be the equivalent of 20% of net free cash flows from the prior period.
A$60,000 of the call option was paid at 16 June 2025 with the balance of $40,000 expected by 18 June 2025.
28. Prior year reclassification
The Group has restated its Consolidated Statement of Financial Position at 1 January 2023 and 31 December 2023 to reclassify the LCCM Environmental Bond from provisions to accruals within trade and other payables. The restatement was made to correctly reflect the nature of this liability. The reclassification had no impact on the Consolidated Statement of Comprehensive Income for the year ended 31 December 2023, and net assets are unchanged in the Consolidated Statement of Financial Position at 31 December 2023.
The effect of the restatement at 1 January 2023 and 31 December 2023 is to decrease provisions and increase trade and other payables by $1,191,000 and $1,082,000 respectively.
There is no impact on the net assets or equity as a result of this change.
29. Prior year adjustments
The Group has recognised a deferred tax liability of $150,000 and $116,000 in the Consolidated Statement of Financial Position at 1 January 2023 and 31 December 2023 respectively. This liability has been recognised in relation to the temporary differences arising from accelerated depreciation for tax purposes compared to the depreciation charged in the financial statements.
The effect of the recognition and movement in the deferred tax liability on the Consolidated Statement of Comprehensive Income for the year ended 31 December 2023 is as follows:
| Year ended 31 December 2023 | Previously reported | Deferred tax adjustment | Restated |
| | $'000 | $'000 | $'000 |
| Taxation | (107) | 34 | (73) |
| Loss for the year from operations | (9,189) | 34 | (9,155) |
| Loss for the period attributable to the owners of the parent | (9,189) | 34 | (9,155) |
| Total comprehensive income/ (loss) attributable to the owners of the parent | (9,000) | - | (8,906) |
| Earnings per share (cents) | (0.45) | - | (0.45) |
The effect of movement in the deferred tax liability and the restatement of the Environmental Bond on the Consolidated Statement of Financial Position for the year ended 31 December 2023 is as follows:
| Year ended 31 December 2023 | Previously reported | Deferred tax adjustment | Environmental bond restatement | Restated |
| | $'000 | $'000 | $'000 | $'000 |
| Retained Earnings | (45,592) | (116) | - | (45,708) |
| Total Equity | 3,848 | (116) | - | 3,732 |
| Trade and other payables | 972 | - | 1,192 | 2,164 |
| Current Liabilities | 1,261 | - | 1,192 | 2,453 |
| Provisions | 1,192 | 116 | (1,192) | 116 |
| Non- current liabilities | 1,494 | 116 | (1,192) | 418 |
| Total Liabilities | 2,755 | 116 | - | 2,871 |
Competent Persons Statement
The information in this report that relates to Redmoor Project is based on information compiled and reviewed at the time by Paul Gribble C.Eng. a Fellow of the Institute of Materials, Minerals and Mining (FIMMM), and who is Principal Geologist of Geologica UK (Geologica). Paul Gribble has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Paul Gribble is also a Competent Person as defined in the Note for Mining and Oil & Gas Companies which form part of the AIM Rules for Companies.
The information in this report that relates to the LCCM project is based on information compiled by Mr. David Larsen, who is a Member of the Australian Institute of Geoscientists (Member No. 1976). Mr. Larsen is the Principal Geologist at Terra Consulting Pty Ltd and is a consultant to the Company. He has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person, as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC 2012) and a qualified person as defined in the AIM Note for Mining and Oil & Gas Companies which forms part of the AIM Rules for Companies. Mr. Larsen has over 30 years' Australia and international experience in exploration, mining geology and resource estimation for gold, base metals and iron ore deposits.
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