RNS Number : 9350X
Tungsten West PLC
04 September 2025
 

 

 

04 September 2025

Tungsten West Plc

("Tungsten West", the "Company" or the "Group")

 

Financial Results for the Year Ended 31 March 2025

Release of Annual Report

 

Tungsten West (LON:TUN), the mining company focused on restarting production at the Hemerdon tungsten and tin mine ("Hemerdon" or the "Project") in Devon, UK, is pleased to announce its audited results for the year ended 31 March 2025.

 

Copies of Tungsten West's Annual Report and Financial Statements for the Financial Year to 31 March 2025 are available to download from the Company's website at www.tungstenwest.com and will shortly be posted to shareholders.

 

Highlights 

 

·      Release of the Development and Economic Plan and completion of the Feasibility Study for Hemerdon, outlining a clear and manageable approach to bring the Project back into production, showcasing:

Positive project restart economics at a market price of $400/metric tonne unit ("mtu") of ammonium paratungstate ("APT") the key market index for traded tungsten trioxide ("WO3"):

§ Internal Rate of Return of 29%

§ Net Present Value at a 7.5% discount rate of US$190 million

§ Life of mine post-tax cash flow of US$456 million

§ Base case 11-year life of mine, 4 years of subsequent stockpile reclaim and an additional 12 years of on-going premium aggregate sales

Capacity to process 3.5 million tonnes per annum of primary ore feed at fully permitted production, to produce, on average 3,320 tonnes of WO3, and 462 tonnes of tin in concentrate per annum.

·      Externally, following China's implementation of significant tungsten export restrictions in February 2025 (China accounting for over 80% of the world's global production of tungsten), market supply has remained extremely tight. As a result of this, market prices for APT have risen to above $500/mtu, further enhancing the economics of Hemerdon.

·      Hemerdon selected by the European Commission as a Strategic Project under the European Union's Critical Raw Materials Act.

·      Receipt of a non-binding Letter of Interest from the Export-Import Bank of the United States, the official export credit agency of the U.S., outlining its capacity to provide financial support to a consideration of up to US$95 million for the Company and the Project.

·      Raised a further £12.0 million through the issue of Tranches E, F, G and H of the Convertible Loan Note of which £6.7 million was raised in the period and £5.3 million post-period end.

·      The Environment Agency granted the Company a permit to operate its Mineral Processing Facility, the last of the key permits required to further progress the Project.

·      Mr Jeffery Court appointed as Chief Executive Officer and to the Board of Directors.

·      Mr Alistair Stobie, Chief Financial Officer, appointed to the Board of Directors.

·      Further strengthened the Board with the appointment of Mr Stephen Harrison as Non-Executive Chairman.

 

 

 

Ends

 

For further information, please contact:

 

Enquiries

Tungsten West

Alistair Stobie

Tel: +44 (0) 1752 278500

 

Strand Hanson

(Nominated Adviser and Financial Adviser)

James Spinney / James Dance / Abigail Wennington

Tel: +44 (0) 207 409 3494

BlytheRay

(Financial PR)

Tim Blythe / Megan Ray

Tel: +44(0) 20 7138 3204

Email:  tungstenwest@blytheray.com

 

Hannam & Partners

(Broker)

Andrew Chubb / Matt Hasson / Jay Ashfield

Tel: +44 (0)20 7907 8500


 

Follow us on X @TungstenWest

 

 

 

Chairman's Statement

Overview of FY2025

Having joined Tungsten West as Chairman of the Board in December, I am pleased to report on the Group's audited results for the year ended 31 March 2025.

The year has been one of progress. The Company has made decisive and meaningful steps towards reopening the Hemerdon tungsten and tin mine, which will provide a secure tungsten supply chain to the UK and its allies. As announced previously, and as written in previous Annual Reports, we expect to restart mining and processing operations in late 2026.

Jeff Court was appointed as Chief Executive Officer of the Company in August, subsequently joining the board in October. Under Jeff's leadership, utilising his considerable experience, the Company has undertaken a full review of planned mining and processing operations. Much of this work was completed in the period leading to the publication of our Development and Economic Plan for Hemerdon in May 2025. This was followed by the completion and publication of a new Feasibility Study which was announced in August 2025. We have been fortunate to work with excellent consultants and suppliers to refresh and improve our plans to restart mining operations at Hemerdon.

The revised plans include a new crushing, screening and ore sorting front-end, the engineering and addition of Low Frequency Noise ("LFN") enclosures, additional processing equipment modules to enhance performance, cost and recovery, and a full refurbishment of the existing mineral processing facility components. The roll crushers installed by previous operator, Wolf Minerals, were not sufficiently robust to process high volumes of granite and proved a constant point of failure. Working with a highly reputable supplier to the quarrying industry, we have designed a new crushing facility which utilises proven crushing solutions.

Due to export restrictions imposed by China, there remains an extremely limited supply of tungsten currently being exported from China. As a result, there is a significant and increasing gap between Western world demand and supply of tungsten. The export restrictions imposed by China further highlight the supply chain dependence of the Western world for critical metals, such as tungsten, that find application in key industries such as automotive manufacturing, defence and energy generation.  This growing imbalance of supply and demand has further improved our project economics.

During the period, the Company raised a further £6.7 million through the further issue of Convertible Loan Notes, and post-period end raised a further £5.3 million in July 2025. The Board remains grateful to the small group of investors who continue to actively support the project. 

With a fully permitted site, independently verified revised plans published and growing demand for tungsten, we are confident that our project will be attractive to further investors. The Company is actively working to raise the US$93 million, not including any amounts for debts service or capital raising, required to fund the restarting of mining operations. Hannam & Partners, as broker, have been retained to advise the Company.

Having stepped down as Chairman in December, I am grateful that David Cather has remained on the Board of the Company sharing his knowledge and insight.

Finally, I would like to thank the team at Tungsten West who have supported both management and the Board through this period of progression. It is their dedication that will enable us to recommence mining of critical minerals in the south west of England.

 

Stephen Harrison

Non-Executive Chairman

 

CEO's Report

I am pleased to be able to make my first report since joining the Company in October 2024 on our highly significant progress over the last year.

The primary objective in this first period was to finalise a robust re-start plan for the Hemerdon mine that incorporates all the learnings from the prior operations under Wolf Mineral's operation, in addition to drawing upon latest technologies, best practice, further test work programs and input from a range of experts.

A significant amount, but not all, of this work has focused on addressing the shortcomings in the processing plant under prior operations, and I am pleased to say that our updated processing flow sheet and processing plant design incorporates a range of improvements that addresses these shortcomings.

Some of the key improvements to the updated process plant include a new, fit for purpose front-end crushing and screening circuit, a crushed ore stockpile providing buffer from the front-end to the down-stream processing, ore sorters to select higher value material for down-stream processing, installation of new gravity separation process modules and a full plant refurbishment and enhancement for prior areas that remain in the process flow sheet going forward. Further to this, we have also assessed, reviewed and improved many other aspects of the operation, ranging from mine scheduling, ore blending and feed and mitigating our environmental impact. All of this work is incorporated in our extensive Feasibility Study that was completed earlier in 2025 with the summary published in August 2025.

In order to de-risk the project delivery, we have been working in partnership with a leading supplier of engineering, procurement and construction (EPC) services in the UK for the new build components of the project, in addition to undertaking pre-commissioning work on various areas of the pre-existing processing plant.

Further to this, we have also continued to focus on our engagement with our key stakeholders, in particular the Environment Agency, council and the local community groups. We plan to be a long-term part of the region, providing over 300 direct jobs, in addition to over 1,000 indirect jobs. To do this successfully, we must continue to work closely with all our valued stakeholders.

Our next important stage of progressing the project is securing the right funding package for us to make the re-start plan a reality, and undertaking targeted work packages to ensure a streamlined transition to construction as soon as practicable after funding becomes available.

As a philosophy, our approach has always been to focus on the controllables and make the business as robust as possible. Our feasibility study shows Hemerdon will be in the lowest end of the cash cost of production for tungsten. In parallel to this internal work, we have also seen significant improvements in the global tungsten market. As Stephen has noted above, there has been and will continue to be significant changes in the tungsten market. China being a producer of over 80% of the world's tungsten, introduced significant export restrictions in February 2025, and exports have effectively ceased since this time. This has placed unprecedented stress on the global supply chain for tungsten, making the re-start of Hemerdon vital for our down-stream off-takers. We are in close dialogue with all our down-stream partners and appreciate their continued support to assist the Company in progressing its funding discussions to enable us to come on-line as quickly as possible to meet their needs.

In recognition of Hemerdon's key strategic position in the global tungsten supply chain, we were designated by the European Commission in June 2025 as being a Strategic Project under the European Union's (EU) Critical Raw Materials Act, being one of only 13 projects receiving this designation outside the EU. Further to this, in August 2025 the Company also received a non-binding Letter of Interest from Export-Import Bank of the United States ("EXIM"), the official export credit agency of the U.S. Under the new Supply Chain Resilience Initiative, EXIM can consider financing up to US$95 million for a maximum repayment term of 15 years, with anticipated financing not tied to specific equipment purchases, rather being predicated upon the our offtake agreement with U.S. buyers. Both these recent milestones further cement Hemerdon's position as being key part in the global critical metals supply chain to both Europe and the U.S.

We could not have done all of this work in the timelines without the dedicated hard work from our direct employees, consultants and business partners. I extend my sincere appreciation to all of you for continuing to believe in the incredibly robust business we have in re-starting the Hemerdon mine. In addition, we as a business team, also extend our appreciation to our funding providers who have supported us financially to get to this point where we now have a clear and targeted pathway forward.

 

Jeff Court

CEO

 

 

 

Consolidated Statement of Comprehensive Income

Year ended 31 March 2025


Note

2025
£

2024
£

Revenue

5

 -  

 722,036

Cost of sales


 (1,244,174)

 (2,099,895)

Gross loss

 

 (1,244,174)

 (1,377,859)

Administrative expenses


(8,268,993)

 (8,966,124)

Other operating income

6

 6,235

 14,424

Other (losses)/gains

7

(6,432,801)

 3,079,384

Operating loss

8

(15,939,733)

 (7,250,175)

Finance income

9

 

 579,880

200,175

Finance costs

9

(6,816,977)

 (2,844,319)

Net finance cost

9

(6,237,097)

 (2,644,144)

Loss before tax


(22,176,830)

 (9,894,319)

Income tax credit

13

264,572

 194,403

Loss for the year


(21,912,258)

 (9,699,916)

Total comprehensive loss


(21,912,258)

 (9,699,916)

Profit/(loss) attributable to:




Owners of the Company


(21,912,258)

(9,699,916)







£

£

Basic and diluted loss per share

14

(0.12)

(0.05)

 

The above results were derived from continuing operations.

 

Consolidated Statement of Financial Position

Year ended 31 March 2025


Note

31 March
2025
£

31 March
2024
£

Assets




Non-current assets




Property, plant and equipment

15

9,455,736

 19,266,279

Right-of-use assets

16

1,984,419

 1,895,584

Intangible assets

17

4,984,614

5,058,686

Deferred tax assets

13

 1,368,014

 1,382,901

Escrow funds receivable

19

 13,237,420

11,059,151



31,030,203

38,662,601

Current assets




Inventories

22

29,850

29,850

Trade and other receivables

20

2,986,872 

2,809,893

Cash and cash equivalents

21

18,442

1,581,535



3,035,164

4,421,278

Total assets


34,065,367

43,083,879

Equity and liabilities




Equity




Share capital

27

 1,887,313

1,870,741

Share premium


 51,949,078

51,949,078

Share option reserve


 319,526

256,278

Warrant reserve


-

-

Retained earnings


(54,676,325)

(32,764,067)

Equity attributable to owners of the Company


(520,408)

21,312,030

Non-current liabilities




Loans and borrowings

24

1,870,366

1,803,533

Provisions

25

4,006,771

5,137,646

Deferred tax liabilities

13

 1,368,014

1,382,901



7,245,151

8,324,080

Current liabilities




Trade and other payables

23

2,570,049

1,754,903

Loans and borrowings

24

24,770,575

11,692,866



27,340,624

13,447,769

Total liabilities


34,585,775

    21,771,849

Total equity and liabilities


34,065,367

43,083,879

 

The financial statements were approved by the Board on 04 September 2025 and signed on its behalf by:

 

 

 

Alistair Stobie

Director

Company Registration Number: 11310159

 

 

Consolidated Statement of Changes in Equity

Year ended 31 March 2025


Share capital
£

Share premium
£

Share option reserve
£

Warrant reserve
£

Retained earnings
£

Total
£

At 31 March 2024

1,870,741

51,949,078

256,278

-

(32,764,067)

21,312,030

Loss for the year

-

-

-

-

 (21,912,258)

 (21,912,258)

Total comprehensive income

-

-

-

-

 (21,912,258)

 (21,912,258)

New share capital subscribed

16,572

-

-

-

-

16,572

Share options charge

-

-

63,248

-

-

63,248

At 31 March 2025

 1,887,313

 51,949,078

 319,526

 -

(54,676,325)

(520,408)






















At 31 March 2023

1,805,516

51,882,761

357,366

740,867

(23,805,018)

30,981,492

Loss for the year

-

-

-

-

(9,699,916)

(9,699,916)

Total comprehensive income

-

-

-

-

(9,699,916)

(9,699,916)

New share capital subscribed

65,225

66,317

-

-

-

131,542

Expired warrants

-

-

-

(740,867)

740,867

-

Share options charge

-

-

85,138

-

-

85,138

Forfeiture of share options

-

-

(186,226)

-

-

(186,226)

At 31 March 2024

1,870,741

51,949,078

256,278

-

(32,764,067)

21,312,030

 

 

Consolidated Statement of Cash Flows

Year ended 31 March 2025


Note

2025
£

2024
£

Cash flows from operating activities




Loss for the year


(21,912,258)

(9,699,916)

Adjustments to cash flows from non-cash items




Depreciation and amortisation

8

470,036

522,898

Loss on disposal of right to use asset

8

-

6,807

Loss on disposal of tangible fixed assets

8

5,181

3,137

Impairment of asset under construction

7

9,506,522

2,157,923

Gains on escrow account

7

(1,602,739)

(5,721,727)

Gains on restoration provision

7

(1,470,982)

(889,126)

Finance income

9

(579,880)

(200,175)

Finance costs

9

6,816,977

2,844,319

Movement in share-option reserve

10

60,583

(101,088)

Impact of foreign exchange

9

(12,734)

(49,551)

Income tax credit

13

(264,572)

(194,403)



(8,983,866)

(11,320,902)

Working capital adjustments




Income tax received


-

458,975

(Increase)/decrease in trade and other receivables

20

(176,979)

3,353,698

Increase/(decrease) in trade and other payables

23

815,146

(840,270)

Decrease in inventories

22

-

84,323

Net cash outflow from operating activities


(8,345,699)

(8,264,176)

Cash flows from investing activities




Interest received

9

4,350

9,713

Acquisitions of property, plant and equipment

15

(19,885)

(2,703,810)

Acquisitions of intangibles

17

(750)

(39,952)

Net cash outflows from investing activities


(16,285)

(2,734,049)

Cash flows from financing activities




Interest paid

9

(5,766)

(9,793)

Proceeds from issue of Ordinary Shares, net of issue costs


16,572

131,542

Proceeds from the issue of convertible loan notes, net of issue costs

24

6,751,000

9,241,830

Payments to hire purchase


(31,873)

(20,302)

Payments to lease liabilities


(198,279)

(201,535)

Net cash inflows from financing activities


6,531,654

9,141,742

Net decrease in cash and cash equivalents


(1,563,093)

(1,856,483)

Cash and cash equivalents at 1 April


1,581,535

3,438,018

Cash and cash equivalents at 31 March


18,442

1,581,535

 

 

 

Notes to the Consolidated Financial Statements

Year ended 31 March 2025

1 General information

Tungsten West plc ('the Company') is a public limited company, incorporated in England and Wales and domiciled in the United Kingdom.

 

The address of its registered
office is:

The principal place of
business is:

Hemerdon Mine

Hemerdon Mine

Drakelands

Drakelands

Plympton

Plympton

Devon

Devon

PL7 5BS

PL7 5BS

United Kingdom

United Kingdom

 

2 Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

Basis of preparation

The Group financial statements have been prepared in accordance with International Accounting Standards as adopted in the United Kingdom ('UK adopted IAS') and those parts of the Companies Act 2006 that are applicable to companies which apply UK adopted IAS.

 

The financial statements are presented in Sterling, which is the functional currency of the Group and Company.

 

Going Concern

The Group is still in the pre-production phase of operations and meets its day to day working capital requirements by utilising cash reserves from investment made in the Group. Over the last year this has been dependent on raising funds via issues of convertible loan notes (CLN). There is no signed commitment from investors to provide further funds under the existing CLN agreement. The Group previously notified CLN holders of multiple defaults of the terms of the CLN agreement. A waiver was subsequently agreed and is in place until 31 December 2025. If further defaults were to arise, or the terms of the waiver be breached or expire before conversion, the notes can be called in for immediate redemption.

 

At the year-end, the Group had £0.02 million in cash reserves and £2.1 million in late August 2025. The Group expects to supplement its cash reserves through product sales and recovery of amounts previously paid to an equipment supplier for a cancelled order (of £0.7m). The recovery of the amount from the equipment supplier is still subject to negotiation however, the Board believes that this amount will be recoverable during 2025. If these inflows do not arise as expected cash reserves will be depleted sooner than forecast below. If the Group has not completed a major fundraising in late 2025 then it will be need to raise additional short-term funding.

 

If these fund raises do not occur in 2025 the Group will have insufficient cash to meet its liabilities as they fall due. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's and company's ability to continue as a going concern.

 

In addition to short-term financing, the Group still requires additional funding to complete the MPF rebuild and is in discussions with financing partners to provide the additional capital. The capital amount of the financing, not including financing costs and any financing reserves, if any, is US$93 million.

 

Until the additional capital is secured, the Group will continue to proceed by utilising existing cash reserves from previous drawings on the 2023 CLN facility. The board will not commit to significant further capital expenditure until the full finance package is in place to complete the rebuild.

 

Model 1 - Funding for Operating Costs and Obtain Financing

This scenario models management's expectation of cash required to raise finance and general and administrative expenses, including maintaining the existing mine permits. This does not include any expenses related to FEED, or capital expenditures to restart operations. The Company is in discussion with a number of parties regarding financing of operations to complete FEED and capital raising operations.

 

As a result, the Board intends that the Group to be able to operate as a going concern for the foreseeable future. Consequently, the Board continue to adopt the going concern basis in preparing these financial information despite the material uncertainty referred to above.

 

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 March 2025.

 

A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries of the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed as at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, including deferred tax if required. Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill.

 

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 April 2024 have had a material effect on the financial statements.

 

Revenue recognition

To date revenue has mainly related to the sale of low grade concentrate which was left behind by the previous mining operator. This is recognised upon pick up by customers at the fair value of consideration receivable at that date.

 

Tax

Income tax expense consists of the sum of current tax and deferred tax.

 

Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported for accounting purposes because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

 

Current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. A provision is recognised for tax matters that are uncertain if it is considered probable that there will be a future outflow of funds to a tax authority. The provision is measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of management supported by the advice of tax professionals contracted by the company.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

 

The Group has submitted research and development tax credit claims. The Group accounts for a claim at the point it considers the claim to be unchallenged by HMRC.

 

Property, plant and equipment

Land and buildings are stated at cost less any depreciation or impairment losses subsequently accumulated (cost model). Land and buildings have been uplifted to fair value on consolidation.

 

Plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

 

The asset under construction relates to costs incurred to upgrade the mineral processing facility and in accordance with IAS 16, have capitalised costs if it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

 

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and assets under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land

None

Building

2% - 5% Straight Line

Furniture, fittings and equipment

5% - 20% Straight Line

Computer equipment

33% Straight Line

Motor vehicles

33% Straight Line

Other property, plant and equipment

5% - 33% Straight Line

 

Goodwill

Goodwill is recognised at cost and reviewed for impairment annually.

 

Intangible assets

Contractual mining rights as set out in the mining lease are recognised as a separate intangible asset on consolidation under IFRS 3.

 

The mining rights are subject to amortisation over the useful life of the mine which is 27 years (2024: 27 years). Amortisation will be charged from the date the mine is brought into use. Software is amortised on a straight-line basis using a rate of 33%.

 

Right-of-use assets

Right-of-use assets consist of a lease for the Hemerdon Mine and other property leases under IFRS 16. These assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.

 

Research and development activities

All research costs are expensed. Costs related to the development of products are capitalised when they meet the following conditions:

(i)            It is technically feasible to complete the development so that the product will be available for use or sale.

(ii)           It is intended to use or sell the product being developed.

(iii)          The Group is able to use or sell the product being developed.

(iv)          It can be demonstrated that the product will generate probable future economic benefits.

(v)           Adequate technical, financial and other resources exist so that product development can be completed and the product subsequently used or sold.

(vi)          Expenditure attributable to the development can be reliably measured.

 

All other development expenditure is recognised as an expense in the period in which it is incurred.

 

Capitalised development costs are stated at cost less accumulated amortisation and accumulated impairment losses (cost model). Amortisation is recognised using the straight-line basis and results in the carrying amount being expensed in profit or loss over the estimated useful lives which range from 5 to 15 years.

 

Exploration for and evaluation of mineral resources

Costs relating to the exploration for and evaluation on mineral resources are expensed.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Trade receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss.

 

All trade and other receivables are subsequently measured at amortised cost, net of impairment.

 

Escrow funds

These funds are held with a third party to be released to the Group as it settles its obligation to restore the mining site once operations cease. The debtor has been discounted to present value assuming the funds will be receivable after the useful life of mining operations.

 

Trade payables

Trade and other payables are initially recognised at fair value less attributable transaction costs. They are subsequently measured at amortised cost.

 

Convertible debt

Convertible loan notes issued by the group have been assessed as a host liability contract with the conversion option meeting the recognition criteria for an embedded derivative financial liability. The group has taken the option available under IFRS to designate the entire instrument at fair value through profit and loss. The instrument is initially recognised at transaction price net of directly attributable costs incurred. The instrument is remeasured to fair value at each reporting point with the resulting gain or loss recognised in profit and loss.

 

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

 

This includes a provision for the obligation to restore the mining site once mining ceases.

 

Leases

At inception of the contract, the Group assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all material lease arrangements in which it is the lessee. The right-of-use assets and the lease liabilities are presented as separate line items in the statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

 

Short-term or low-value leases, in accordance with the available exemption in IFRS 16, are not capitalised on the statement of financial position and instead recognised as an expense, on a straight-line or other systematic basis.

 

 

Share capital

Ordinary Shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Share options

Share options granted to shareholders classified as equity instruments are accounted for at the fair value of cash received or receivable. Share options granted to shareholders which represent a future obligation for the Company outside of its control are recognised as a financial liability at fair value through profit and loss.

 

Share options granted to employees are fair valued at the date of grant with the cost recognised over the vesting period. If the employee is employed in a subsidiary company, the cost is added to the investment value, in the financial statements of the parent, and the expense recognised in staff costs in the statements of the subsidiary.

 

Warrants issued in return for a service are classified as equity instruments and measured at the fair value of the service received. Where the service received relates to the issue of shares the cost is debited against the proceeds received in share premium.

 

Defined contribution pension obligation

A defined contribution plan is a pension plan under which pension contributions are paid into a separate entity and the group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

 

For defined contribution plans contributions are paid into publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.

 

Financial instruments

 

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding property, plant and equipment, intangible assets, right of use assets, inventories, deferred tax assets, prepayments, deferred tax liabilities and the mining restoration provision. The Group recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Group becomes party to the contractual provisions of the financial instrument.

 

Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.

 

Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

 

Derecognition

Financial assets

The Group derecognises a financial asset when:

•              the contractual rights to the cash flows from the financial asset expire;

•              it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or

•              the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.

 

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

 

Significant accounting estimates and judgements

The preparation of the financial statements requires management to make estimates and judgements that affect the reported amounts of certain financial assets, liabilities, income and expenses.

 

The use of estimates and judgements is principally limited to the determination of provisions for impairment and the valuation of financial instruments as explained in more detail below:

 

Significant accounting judgements

 

Impairment of non-current assets

To consider the impairment of the Group's non-current assets, management has calculated a value in use of the Group's cash-generating unit which comprises the Hemerdon Mine. This was determined using a discounted cashflow approach, supported by project cashflow forecasts prepared by management. The value of assets impacted is £14.4 million (2024: £24.3 million).

 

The previous model under the Bankable Feasibility Study ('BFS') has been adapted to reflect the changes in inputs and assumptions as a result of the project re-evaluation. The inputs and key assumptions that were used in the determination of value in use were discount rate, metal prices, metal recoveries, probability of financing, probability of permit award and foreign exchange.

 

Discounted cashflows are based on future forecasts which reflect uncertainty. Therefore, management has prepared a sensitised discounted cashflow calculation. The underlying assumptions that were stress tested include the discount rate, foreign exchange rates and metal prices and recoveries.

 

Management were satisfied in the recoverability of the Group's assets and no impairment was required.

 

Management did separately recognise an impairment of £9.5m (2024: £2.2m) in relation to specific costs capitalised to an area of the Mineral Process Facility which has since been eliminated from the process.

 

Capitalisation of research and development costs

The Directors have reviewed any costs relating to evaluating the technical feasibility of processing the extracted tungsten ore and have expensed these costs in line with the current policy. The Directors have also reviewed research and development costs and concluded that these costs fail to meet the criteria set out in IAS 38 for the capitalisation of development costs as the Directors still consider that they are in the research phase. The Group will commence capitalisation of development costs at the point when available finance has been secured to complete the project in accordance with IAS 38. Development costs that are capitalised in accordance with the requirements of IFRS are not treated, for dividend purposes, as a realised loss. The Group has currently capitalised no research and development costs in accordance with IAS 38. The Group has only capitalised costs associated with the tangible improvement and installation of property, plant and equipment under IAS 16.

 

Capitalisation of asset under construction costs

The Directors have reviewed any costs relating to the upgrade of the mineral processing facility in accordance with IAS 16 and have capitalised costs if it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. At the year end, £4.7 million (2024: £14.1 million) of costs at carrying value have been capitalised. The company acquired the pre-existing machinery in the mineral processing facility for nil cost. Due to the significant period of inactivity, refurbishment of the existing machinery has previously commenced to bring the machinery back into use. The direct costs of restoring or improving the functionality of the plant and machinery have been capitalised on the basis these costs will increase the future cashflows to be generated by the asset. In situations where parts have been replaced no matched disposal has been required in instances where the original asset is carried at nil value.

 

Founder options

The Directors consider the non-EMI portion of the founder options meet the definition of equity in the financial statements of the Group on the basis that the 'fixed for fixed' condition is met and that they were awarded to shareholders relating to investing in the share capital of the Group. The accounting treatment has been applied in accordance with IAS 32, which requires initial recognition at fair value of consideration paid less costs. As there was no consideration received at inception, the value of the options is £Nil. When exercised the shares are recognised at option price.

 

Key sources of estimation uncertainty

Restoration provision

The restoration provision is the contractual obligation to restore the mining site back to its original state once mining ceases. The provision is equal to the expected outflows that will be incurred at the end of the mine's useful life discounted to present value. As the restoration work will predominantly be completed at the end of the mine's useful life, these calculations are subject to a high degree of estimation uncertainty. The key assumptions that would lead to significant changes in the provision are the discount rate, useful life of the mine and the estimate of the restoration costs.

 

A 1% change in the discount rate on the Group's restoration estimates would result in an impact of £0.9 million to £1.2 million (2024: £1.1 million to £1.6 million) on the restoration provision. A 5% change in cost on the Group's restoration estimates would result in an impact of £0.2 million (2024: £0.3 million) on the provision for restoration. More information on the restoration provision is disclosed in note 25.

 

Escrow account

These are funds being held under escrow with a third party and will be released back to the Company on the cessation of mining once restoration works have been completed. The key assumptions that would lead to significant changes in the escrow account fair value are the discount rate, the future interest rate and the useful life of the mine.

 

A 1% change in the discount rate on the Group's escrow account estimate would result in an impact of £1.5 million to £3.2 million (2024: £2.4 million to £3.1 million) on the escrow account valuation. A one-year change in useful mining life would result in an impact of £0.0 million (2024: £0.1 million) on the escrow account valuation. More information on the escrow account is disclosed in note 19.

 

Convertible loan notes

The convertible loan notes are measured at fair value at each reporting point. Due to the fact that the instrument will be settled at a future point in time either by the conversion into equity shares, conversion into an equivalent debt instrument or repayment in cash the valuation is subject to inherent estimation uncertainty. Management commissioned an external expert to calculate the fair value at the year end. The fair value has been calculated using a scenario pricing model and the key underlying assumptions are the probabilities assessed for each underlying scenario, the discount rate selected and the dates of conversion or redemption.

 

A two month earlier date of conversion or redemption assumption would result in a £0.8m (2024: £2.1m) increase to the fair value of the year end liability.

 

 

Discount rates

The Group has had to assess reasonable discount rates based on market factors to use under IFRS. These discount rates have been used on the right-of-use assets, escrow funds, the restoration provision and share based payments. The discount rate on the right-of-use asset is the rate for an equivalent debt instrument. The escrow funds are discounted at the risk free rate which is the yield on an equivalent long-term UK government bond. The restoration provision is discounted at the risk-free rate plus a premium based on the specific risk associated with this liability. The UK risk-free rate increased over the financial year to 5.2% (2024: 4.4%).

 

3 Financial risk management

Group

This note presents information about the Group's exposure to financial risks and the Group's management of capital.

 

Credit risk

In order to minimise credit risk, the Group has adopted a policy of only dealing with creditworthy counterparties (banks and debtors) and it obtains sufficient collateral, where appropriate, to mitigate the risk of financial loss from defaults. The most significant credit risk relates to customers that may default in making payments for goods they have purchased.

 

To date the Group has only made a small number of sales and therefore the credit risk exposure has been low.

 

Liquidity risk

The Directors regularly monitor forecast and actual cash flows and to match the maturity profiles of financial assets and liabilities to ensure proper liquidity risk management for the day-to-day working capital requirements.

 

In the view of the Directors, the key risk to liquidity, in the medium term, is raising the additional capital required to meet its estimated Capex spend. The Group's continued future operations depend on the ability to raise sufficient capital through the issue of debt. At present the Group does not have sufficient capital to fund its estimated Capex spend therefore there is a liquidity risk which would result in the Group having to pause its future operations were it to not raise the necessary capital. At present, the Group is in discussions with financing partners to provide this additional capital.

 

In the short term the key risk is raising sufficient finance to fund the operational costs of the business.

 

Market risk

Interest rate risk

The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing borrowings. The interest rates and terms of repayment are disclosed in note 24 to the financial statements. The Company's policy is to obtain the most favourable interest rates available for all liabilities. Except as outlined above, the Group has no significant interest-bearing assets and liabilities.

 

Foreign exchange risk

The Group in the future will also be exposed to exchange rate risk on the basis that tungsten prices are principally denominated in US Dollar. The Group will seek to manage this risk through the supply contracts it agrees with future customers.

 

The Group does not use any derivative instruments to reduce its economic exposure to changes in interest rates or foreign currency exchange rates at the current time.

 

Price risk

The Group is exposed to the price fluctuation of its primary products being tungsten and tin. Given the Group is currently in the development phase and is not yet producing any revenue, the costs of managing exposure to commodity price risk exceed any potential benefits. The Directors monitor this risk on an ongoing basis and will review this as the Group moves towards production.

 

Inflation risk

The Group is exposed to inflationary pressures that impact the core materials required for the operations, mainly being reagents, power and diesel costs. The Directors monitor this risk on an ongoing basis and will review this as the group moves towards production.


4 Operating segments

The Chief Economic Decision Maker of the Group is the Board of Directors which considers that the Group is comprised of one operating segment representing the Group's mining activities at the Hemerdon Mine. All operations and assets are located in the United Kingdom and all revenues are originated in the United Kingdom.

 

Revenue from customers accounting for 10% or more of Group revenue was as follows:


2025
£

2024
£

Customer A

-

435,072

Customer B

-

286,964

 

5 Revenue from contracts with customers

The analysis of the Group's revenue for the year from continuing operations is as follows:

 


2025
£

2024
£

Tungsten

-

497,388

Tin

-

224,648

Aggregates

-

-

Sale of goods

-

722,036

 

6 Other income  

The analysis of the Group's other operating income for the year is as follows:

 


2025
£

2024
£

Sale of scrap metal

 3,600

14,424

Sublease rental income

 2,635

-


6,235

14,424

 

7 Other gains and losses

The analysis of the Group's other gains and losses for the year is as follows:

 


2025
£

2024
£

Gain on restoration provision due to change in discount rate

1,470,982

889,126

Gain on escrow account due to change in discount and interest rate

 1,602,739

5,721,727

Impairment on assets under construction deposits (trade and other receivables)

-

(1,373,546)

Impairment on assets under construction (property, plant and equipment)

 (9,506,522)   

(2,157,923)

Other gains and losses

(6,432,801)

3,079,384





See note 19 and note 25 for further details on other gains and losses on the escrow accounts and the restoration provision.

 



 

8 Operating loss

Arrived at after charging/(crediting):


2025
£

2024
£

Depreciation of property, plant and equipment

 318,725

331,335

Depreciation of right-of-use assets

76,489

120,281

Loss on disposal of right to use asset

-  

6,807

Loss on disposal of tangible fixed assets

 5,181

3,137

Impairment of asset under construction assets and deposits

 9,506,522

3,531,469

Amortisation of intangibles

 74,822

71,282

Staff costs

2,481,436

3,352,821

 

9 Finance income and costs


2025
£

2024
£

Finance income



Notional interest income on the escrow funds receivable

 575,530

190,438

Other interest income

 4,350

9,713

Foreign exchange gains

 -  

24


579,880

200,175

Finance costs

 


Interest expense on other financing liabilities

 (111,491)

 (118,985)

Notional cost on the restoration provision

 (340,107)

(325,001)

Fair value movement in convertible loan notes designated fair value through profit and loss

(6,346,879)

 (2,345,391)

Bank charges

 (5,766)

 (5,367)

Foreign exchange losses

 (12,734)

 (49,575)

Total finance costs

 (6,816,977)

(2,844,319)

Net finance costs

 (6,237,097)

(2,644,144)

 

10 Staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:


2025
£

2024
£

Wages and salaries

 2,074,586

2,724,119

Social security costs

 253,935

331,690

Pension costs, defined contribution scheme

 92,332

164,738

Share based payment

 60,583   

(101,088)

Amounts capitalised to asset under construction

 

233,362


2,481,436

3,352,821

 

 

 

 

 

 

 

 

 

 

The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:

 


2025
No.

2024
No.

Project, maintenance, administration and support

 26 

44

Directors

 

5


 32

49

 

11 Directors' remuneration

The Directors' remuneration for the year was as follows:


2025
£

2024
£

Remuneration

 681,726 

487,035

Pension contribution

 22,541 

19,130

Benefits in kind

1,489

1,884

Total cash remuneration

 705,756 

508,049

Share-based payment

 -  

4,025

Total remuneration

  705,756 

512,074

 

Included in the remuneration above was £nil (2024: £nil) paid in shares rather than cash.

 

Remuneration by each Director is as follows:


2025
Salary
£

2025
Pension
£

2025
Loss of office
£

2025
Benefits
£

2025
Share-based payment
£

2025

Total

 

£

Richard M Maxey

 24,000

-

-

-

-

 24,000

Alistair Stobie

 175 916 

 8,046 

-

-

-

183,962

David Cather

 45,000

-

-

-

-

 45,000

Martin Wood

 29,000

-

-

-

-

 29,000

Kevin Ross

 24,000

 -  

-

-

-

 24,000

Jeffrey Court

 171,410

 4,375

-

-

-

175,785

Neil Gawthorpe**

202,400

10,120

-

1,489

-

214,009

Adrian Bougourd

-

-

-

-

-

-

Guy Edwards

24,000

-

-

-

-

-

Stephen Harrison

10,000

-

-

-

-

10,000


 705, 726 

 22,541 

-

1,489

-

729,756









**           Denotes the highest paid Director.

 

Directors' interests in share options and warrants are disclosed in the Directors' Report.

 



 

The share-based payment is an IFRS 2 cost charged for options issued. No cash benefit is received by the Directors. No Director exercised any options during the year. Please see note 28 for more information.

 


2024
Salary
£

2024
Pension
£

2024
Loss of office
£

2024
Benefits
£

2024
Share-based payment
£

2024

Total

 

£

Richard M Maxey

 28,000

-

-

-

-

28,000

Mark Thompson

 28,077

-

-

-

-

28,077

Nigel Widdowson

 64,625

8,130

-

1,884

4,025

78,664

David Cather

 52,500

-

-

-

-

52,500

Martin Wood

 33,833

 -

-

 -

 -

33,833

Guy Edwards

 2,000

-

-

-

-

2,000

Kevin Ross

 14,000

-

-

-

-

14,000

Neil Gawthorpe**

 264,000

11,000

-

-

-

275,000

Adrian Bougourd

 -

-

-

-

-

-


487,035

19,130

-

1,884

4,025

512,074

 

**           Denotes the highest paid Director.

 

Directors' interests in share options and warrants are disclosed in the Directors' Report.

 

12 Auditors' remuneration


2025
£

2024
£

Audit of these financial statements

71,000

 50,000

Other fees to auditors

 


Audit of subsidiary financial statements and other assurance services

82,900

83,500


153,900

 

133,500

 

 

13 Income tax

Tax charged/(credited) in the income statement:


2025
£

2024
£

Current taxation



Adjustments in respect of prior periods

(264,572)

(194,403)

 



 

The tax on profit for the year is higher (2024: higher) than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are reconciled below:

 


2025
£

2024
£

Loss before tax

(22,176,830)

 (9,894,319)

Corporation tax at standard rate

(5,544,207)

(2,473,580)

Fixed asset differences

2,433,186

587,065

Increase from effect of expenses not deductible in determining taxable profit (tax loss)

1,663,040

370,996

Other differences

750

37

Surrender of tax losses for R&D tax credit refund

(264,572)

(194,403)

Remeasurement of deferred tax for changes in tax rates

-

-

Income not taxable

-

-

Decrease/(increase) from tax losses for which no deferred tax asset was recognised

1,447,231

1,515,482

Total tax credit

(264,572)

(194,403)

 

Deferred tax

Group


2025
Intangibles
£

2025
Tangibles
£

2025
Losses
£

2025
Other
£

2025
Total
£

At 1 April 2024

961,084

421,817

(1,382,901)

-

-

Charged to profit and loss

-

(14,887)

14,887

-

-

At 31 March 2025

961,084

406,930

(1,368,014)

-

-

 

The net deferred tax of £nil is made up of a liability of £1,368,014 and asset of £1,368,014. The unrecognised deferred tax asset for carried forward losses at 31 March 2025 was £10,281,434.

 

The rate used for the deferred tax is 25% (2024: 25%).

 


2024
Intangibles
£

2024
Tangibles
£

2024
Losses
£

2024
Other
£

2024
Total
£

At 1 April 2023

961,084

429,262

(1,390,346)

-

-

Charged to profit and loss

-

(7,445)

7,445

-

-

At 31 March 2024

961,084

421,817

(1,382,901)

-

-

 

The net deferred tax of £nil is made up of a liability of £1,382,901 and asset of £1,382,901. The unrecognised deferred tax asset for carried forward losses at 31 March 2024 was £8,970,420.



 

 

14 Basic and diluted loss per share

Basic and diluted loss per share is calculated as follows:


2025
£

2024
£

Loss for the year

(21,912,258)

 (9,699,916)

Weighted average number of shares in issue

 188,495,213

 185,755,355

Basic and diluted loss per share

(0.12)

(0.05)

 

 

The diluted loss per share calculations exclude the effects of share options, warrants and convertible debt on the basis that such future potential share transactions are anti-dilutive. Information on share options and warrants is disclosed in note 28.

 

15 Property, plant and equipment

Group

Land and
buildings
£

Furniture, fittings and equipment
£

Computer equipment
£

Motor
vehicles
£

Other property, plant and equipment
£

Asset under construction
£

Total
£

Cost or valuation








At 1 April 2023

 5,189,361

 114,709

 313,400

 141,500

 243,455

 13,717,101

 19,719,526

Additions

 -  

 53

 2,100

 -  

 7,726

 2,693,931

2,703,810

Disposal

 -  

 -  

(3,137)

 -  

 -  

 -  

 (3,137)

At 31 March 2024

 5,189,361

114,762

312,363

 141,500

251,181

16,411,032

22,420,199

Additions

 -

 -

 -

 -

 -

19,885

19,885

Disposal

 -

 -

(23,478)

 -

 -

 -

(23,478)

At 31 March 2025

5,189,361

114,762

288,885

141,500

251,181

16,430,917

22,416,606

Depreciation








At 1 April 2023

 339,688

 14,494

 82,329

 35,435

 83,769

 108,947

 664,662

Charge for the year

 105,429

 20,804

 101,245

 46,695

 57,162

-

 331,335

Impairment

-

-

-

-

-

 2,157,923

 2,157,923

At 31 March 2024

445,117

35,298

183,574

82,130

140,931

2,266,870

3,153,920

Charge for the year

105,428

22,951

89,376

46,695

54,275

-

318,725

Disposal

-

-

(18,297)

-

-

-

(18,297)

Impairment

-

-

-

-

-

9,506,522

9,506,522

At 31 March 2025

550,545

58,249

254,653

128,825

195,206

11,773,392

12,960,870

Carrying amount








At 31 March 2025

4,638,816

56,513

34,232

12,675

55,975

4,657,525

9,455,736

At 31 March 2024

 4,744,244

 79,464

 128,789

 59,370

 110,250

 14,144,162

 19,266,279

At 31 March 2023

 4,849,673

 100,215

 231,071

 106,065

 159,686

 13,608,154

 19,054,864

 

Included within the net book value of land and buildings above is £3,980,684 (2024: £4,047,460) in respect of freehold land and buildings.

 

Impairment - Asset under construction

The amount of impairment loss included in profit and loss is £9,506,522 (2024: £2,157,923). The Group has previously capitalised all costs to Asset Under Construction that relate to the ongoing project to upgrade the processing plant and mine site. The impairment principally relates to consulting and design work for a new front-end crushing circuit undertaken in 2021/2022 2022/2023 which will not now be implemented.

 

 

 

 

 

 

 

 

 

16 Right-of-use assets


Property
£

Total
£

Cost or valuation



At 1 April 2023

 2,341,570

 2,341,570

Write off

(6,807)

(6,807)

 2,334,763

2,334,763

Additions

 165,324

 165,324

Write off

(79,712)

(79,712)

At 31 March 2025

 2,420,375

 2,420,375

Depreciation



At 1 April 2023

318,898

 318,898

Charge for the year

 120,281

 120,281

439,179

439,179

Charge for the year

 76,489

 76,489

Write off

(79,712)

(79,712)

At 31 March 2025

 435,956

 435,956

Carrying amount

 

 

At 31 March 2025

 1,984,419

 1,984,419

At 31 March 2024

 1,895,584

 1,895,584

 

Depreciation on right-of-use assets charged through the profit and loss totals £76,489 (2024: £120,281). Interest expense on lease liabilities charged through the profit and loss totals £111,491 (2024: £118,985). Certain assets held under right-of-use leases are secured by charges held in favour of Hargreaves (UK) Services Limited or the Trustees of Newnham Estate Trust.

 

Lease liabilities


2025
Future lease payments
£

2025
Discount
£

2025
Lease liability
£

Within one year

163,664

(101,277)

62,387

In two to five years

459,003

(276,523)

182,480

In over five years

2,908,135

(1,226,808)

1,681,327


3,530,802

(1,604,608)

1,926,194

 


2024
Future lease payments
£

2024
Discount
£

2024
Lease liability
£

Within one year

 213,175

(107,530)

 105,645

In two to five years

 662,214

(377,706)

 284,508

In over five years

 2,784,622

(1,265,597)

 1,519,025


 3,660,011

(1,750,833)

 1,909,178

 



 

The lease liabilities are presented as follows:


31 March

2025
£

31 March

2024
£

Current liabilities

 62,387

 105,645

Non-current liabilities

 1,863,807

1,803,533


 1,926,194

 1,909,178

 

17 Intangible assets

Group


Goodwill
£

Mining rights
£

Software
£

Total
£

Cost





At 1 April 2023

 1,075,520

 3,844,333

 191,523

 5,111,376

Additions

 -  

 -  

 39,952

 39,952

At 31 March 2024

 1,075,520

 3,844,333

231,475

 5,151,328

Additions

-  

-  

750  

750  

At 31 March 2025

 1,075,520

 3,844,333

 232,225

 5,152,078

Amortisation





At 1 April 2023

 -  

 -  

 21,360

 21,360

Amortisation charged to the profit and loss

 -  

 -  

 71,282

 71,282

At 31 March 2024

 -  

 -  

 92,642

 92,642

Amortisation charged to the profit and loss

-

-

 74,822

 74,822

At 31 March 2025

 -  

 -  

 167,464

 167,464

Carrying amount





At 31 March 2025

 1,075,520

 3,844,333

 64,761

 4,984,614

At 31 March 2024

 1,075,520

 3,844,333

 138,833

 5,058,686

At 31 March 2023

 1,075,520

 3,844,333

 170,163

 5,090,016

 

The carrying amount of intangible assets which is considered as having an indefinite useful life is £1,075,520. The whole balance is attributable to goodwill.

 

The carrying amount of the mining rights is £3,844,333 (2024: £3,844,333). The mining rights will begin to be amortised when mining operations restart.

 

Software amortisation of £74,822 (2024: £71,282) has been charged to the profit and loss presented in administrative expenses.

 



 

Impairment

The value in use of the Group's cash-generating unit which comprises the Hemerdon Mine was determined using a discounted cash flow approach, supported by project cashflow forecasts prepared by management. The previous model under the Bankable Feasibility Study has been adapted to reflect the changes in inputs and assumptions as a result of the project re-evaluation. The following inputs and key assumptions were used in the determination of value in use:

 


2025

2024

Discount rate

7.5 %

8%

Expected duration of mining activities

27 years

27 years

Tungsten grade

>0.50

>0.45

Tungsten metal price

$400

$350

Foreign exchange rate

1.28

1.28

 

Management has prepared a sensitised NPV calculation which under the updated project plans, calculated a value in excess of the carrying amount of the Group's assets. The underlying assumptions that were stress tested include the discount rate, foreign exchange rate and metal price. Management were satisfied in the recoverability of the Group's assets and no impairment was required.

 

18 Investments

Group subsidiaries

Details of the Group subsidiaries as at 31 March 2025 are as follows:


Proportion of ownership
interest and voting rights held

Name of subsidiary

Principal activity

Registered office

2025

2024

Drakelands Restoration Limited*

 

Company number 11854467

Mining of tungsten and tin

Hemerdon Mine.
Drakelands,
Plympton, Devon
United Kingdom
PL7 5BS
England and Wales

100%

100%

Tungsten West Services Limited**

 

Company number 12430582

Provision
of services to the Group

Hemerdon Mine.
Drakelands,
Plympton, Devon
United Kingdom
PL7 5BS
England and Wales

100%

100%

Aggregates West Limited**

 

Company number 12575686

Sales of aggregates

Hemerdon Mine.
Drakelands,
Plympton, Devon
United Kingdom
PL7 5BS
England and Wales

100%

100%

 

*              Indicates direct investment of Tungsten West plc in the subsidiary.

** Tungsten West Services Limited and Aggregates West Limited are exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as Tungsten West  plc has guaranteed the subsidiary company under Section 479C of the Act.

 

19 Escrow funds


31 March
2025
£

31 March
2024
£

Non-current financial assets



Escrow funds

13,237,420

11,059,151

 

These are funds being held under escrow with a third party which will be released back to the Group on the cessation of mining once restoration works have been completed. The funds have been discounted to present value over the expected useful life of the mine. During the year, the discount rate was revised to 5.2% (2024: 4.4%) and the expected future interest yield to 4.8% (2024: 3.7%) resulting in a gain of £1,602,739 (2024: gain of £5,721,727). The actual funds held in the escrow account at year end were £14,633,857 (2024: £13,740,012).

 

 

20 Trade and other receivables


31 March
2025
£

31 March
2024
£

Trade receivables

 5,074

 56,373

Deposits

 2,765,284

2,631,435

Prepayments

 145,317

37,431

Other receivables

 71,197 

84,654


 2,986,872 

 2,809,893

 

The average credit period on sales of goods is 30 days (2024: 30 days). No interest is charged on outstanding trade receivables. The carrying amount of trade and other receivables approximates the fair value.

 

As the Group is in the early phases of operations and making a few minor sales, expected credit losses are being considered on a customer-by-customer basis. At the year-end, trade receivables include a provision of £66,751 (2024: £68,262).

 

21 Cash and cash equivalents


31 March
2025
£

31 March
2024
£

Cash at bank

18,442

1,581,535

 

22 Inventories


31 March
2025
£

31 March
2024
£

Inventories

29,850

29,850

 

23 Trade and other payables


31 March
2025
£

31 March
2024
£

Trade payables

 1,177,693

434,515

Accrued expenses

1,089,820

950,512

Social security and other taxes

 284,625

94,304

Outstanding defined contribution pension costs

 17,744

11,000

Corporation tax liability

 -  

264,572

Other payables

 167

-


 2,570,049   

1,754,903

 

Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 45 days (2024: 45 days). No interest is charged on overdue amounts.

 

The carrying amount of trade and other payables approximates the fair value.

 



 

 

24 Loans and borrowings


31 March
2025
£

31 March
2024
£

Non-current loans and borrowings



Lease liabilities

 1,863,807

 1,771,527

Hire purchase

 6,559

 32,006


 1,870,366

1,803,533

 


31 March
2025
£

31 March
2024
£

Current loans and borrowings



Lease liabilities

 62,387

 80,557

Hire purchase

 25,088

 25,088

Convertible loan notes

 24,683,100

11,587,221


 24,770,575

11,692,866

 

Convertible loan notes

Throughout the last two financial years the group has issued 7 tranches of Convertible Loan Notes with a nominal value of £17,107,043. The bonds were initially due for conversion into ordinary shares 365 days from the first issue date, being June 2024. The holders have the option to exchange the convertible loan notes for an equivalent instrument prior to conversion. The notes bear interest at 20% per annum. The loan notes convert in to ordinary shares at the lower of £0.03 per share or the equity conversion price, being the price at which new ordinary shares are issue pursuant to an equity raise, less a discount of fifty per cent. The notes are secured by a charge over certain assets of the group held by the security agent Kroll Trustee Services Limited.

 

The instrument contains a host liability contract and an embedded derivative option and has been designated as a single instrument at fair value through profit and loss.

 

During July 2023 the group notified Lansdowne Partners, the majority holder of multiple breaches of the terms of the loan. The breaches resulted from management implementing measures to conserve the cash flow of the group to match the sources of finance available from the facility.

 

Under the terms of the Note Purchase Agreement dated 19 May 2023 the Note Purchasers, if directed by the holders of at least 75% of the Notes outstanding may by notice to the Group:

 

·      Terminate the agreement and cancel the Notes

·      Demand the notes be repurchased immediately at the redemption price, plus any interest is repaid. The redemption price is a sum equal to two times the principal amount of the notes.

·      Exercise its rights to enforce security under the terms of the note purchase agreement and security deed.

 

On 16 August 2023 the note holders agreed a waiver of the breaches which would have expired on 31 January 2024. On 15 December 2023 the note holders agreed a waiver of the breaches until 30 June 2024. On 15 October 2024 the note holders agreed a waiver of the breaches until 31 March 2025. On 25 March 2024 an amendment was agreed to the original terms of the note purchase agreement to extend the conversion date to 598 days from the first issue date, being January 2025. In the latest amendment to the original agreement, dated 13 January 2025, this was extended to 932 days, being December 2025.

 

Movement in liability


31 March
2025
£

31 March
2024
£

Brought forward

11,587,221

-

Cash received

6,751,000

10,356,043

Directly attributable costs incurred

(2,000)

(1,114,213)

Fair value movement in year

 6,346,879

2,345,391

Carried forward

 24,683,100

11,587,221

 

 

25 Provisions

Group


Restoration provision
£

Total
£

At 1 April 2024

5,137,646

5,137,646

Change in inflation and discount rate

 (1,470,982)

 (1,144,581)

Increase due to passage of time or unwinding of discount

 340,107

 340,107

At 31 March 2025

 4,006,771

 4,333,172

Non-current liabilities

4,006,771

4,333,172

 

 

This provision is for the obligation to restore the mine to its original state once mining operations cease, discounted back to present value based on the estimated life of the mine. Prior to discounting the Directors estimate the provision at current costs to be £13,201,256 (2024: £13,201,256).

 

The provision has been discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The ultimate costs to restore the mine are uncertain, and cost estimates can vary in response to many factors, including estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to the inflation rates and changes in discount rates.

 

Management has considered these risks and used a discount rate of 7.0% (2024: 6.4%), an inflation rate of 2% - 7.5% (2024: 2% - 7.5%) and an estimated mining period of 27 years (2024: 27 years). At the reporting date these assumptions represent management's best estimate of the present value of the future restoration costs.

 

26 Pension and other schemes

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to £92,332 (2024: £164,738).

 

Contributions totaling £17,744 (2024: £11,000) were payable to the scheme at the end of the year and are included in creditors.

 

27 Share capital

Allotted, called up and fully paid shares

                             

31 March 2025

31 March 2024

No.

£

No.

£

Ordinary Shares of £0.01 each

188,731,307

1,887,313

187,074,111

1,870,741

 

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All Ordinary Shares rank equally with regard to the Company's residual assets.

 

A reconciliation of the number of shares outstanding at the end of each year is presented as follows:

 

 


31 March
2025
£

31 March
2024
£

Number of shares brought forward

187,074,111

180,551,615

Issue of shares on 13 June 2023 at £0.03 per share

-

6,522,496

Issue of shares, founder share incentives, on 22 May 2024 at £0.01 per share

1,657,196

-


188,731,307

187,074,111

 

 

 

 

 

 

 

 

 

28 Share-based payments

 

Warrants

Details and movements

Warrants have been issued to certain shareholders and intermediaries as commission for introducing capital to the Company.

 

Warrants can be exercised at any point before the expiry date for a fixed number of shares.

 

The movements in the number of warrants during the year were as follows:


31 March
2025
No.

31 March
2024
No.

Outstanding, start of year

-  

2,170,740

Granted during the year

 -  

 -  

Exercised during the year

-  

-  

Expired during the year

-  

(2,170,740) 

Outstanding, end of year

-

-

 

The warrants have been valued using the Black Scholes model as management have judged it not possible to reliably estimate the fair value of service received. Inputs to the pricing model were as follows:

 

Date of grant

2022

Share price at date of grant

£0.45 - £0.60

Exercise price

£0.01 - £0.60

Risk-free interest rate

1.5%

Expected life of warrants

2 years

Volatility

33%

 

The exercise price of warrants outstanding at 31 March 2024 and 31 March 2025 is £nil and their remaining contractual life is nil.

 

Founder share incentives

Details and movements

The founder shareholders have a right to receive shares at a nominal value once certain milestones are hit.

 

The movements in the number of share options during the year were as follows:


31 March
2025
No.

31 March
2024
No.

Outstanding, start of year

18,229,148

18,229,148

Granted during the year

 -

 -

Exercised during the year

 (1,657,196)

 -

Outstanding, end of year

16,571,952

18,229,148

 

Upon admission to AIM, the original founder agreement was terminated and the Company granted replacement founder options to the founder shareholders with effect from admission.

 

The founder options meet the definition of equity in the financial statements of the Company on the basis that the 'fixed for fixed' condition is met. No consideration was received for the founder options at grant date, therefore no accounting for the issue of the equity instruments is required under IFRS. On exercise, the shares are recognised at the fair value of consideration received, being the option price of £0.01.

 

EMI share options

Details and movements

Share options have been issued to key employees as an incentive to stay with the Company. These options can be exercised within four years following the grant date once the option has vested.

 

 

 

 

The movements in the number of share options during the year were as follows:


31 March
2025
No.

31 March
2024
No.

Outstanding, start of year

400,002

1,533,335

Granted during the year

-

-

Forfeited during the year

-

(1,133,333)

Exercised/(lapsed) during the year

-

-

Outstanding, end of year

400,002

400,002

 

Share options have been valued using the Black Scholes model. Inputs to the pricing model were as follows:



Date of grant

2022

Share price at date of grant

£0.45 - £0.60

Exercise price

£0.01 - £0.45

Risk-free interest rate

1.5%

Expected life of options

1-4 years

Volatility

33%

 

Volatility has been estimated based upon observable market volatilities of similar entities.

 

The exercise price of share options outstanding at 31 March is £0.45 (2024: £0.45) and their remaining contractual life is estimated at 24 months (2024: 21 months).

 


31 March 2025

31 March 2024

Average Exercise Price £

Options

Average Exercise Price £

Options

Outstanding, start of year

0.45

 400,002

 0.37

 1,533,335

Granted during the year

-

-

-

-

Exercised/(lapsed) during the year

-

-

(0.34)

(1,133,333)

Outstanding, end of year

0.45

 400,002

0.45

 400,002

 

CSOP share options

Details and movements

 

Share options have been issued to key employees as an incentive to stay with the Company. These options can be exercised within ten years following the grant date once the option has vested.

 


31 March
2025
No.

31 March
2024
No.

Outstanding, start of year

333,330

2,583,316

Granted during the year

-

-

Exercised/(lapsed) during the year

-

(2,249,986)

Outstanding, end of year

333,330

333,330

 

 

 

 

 

 

Share options have been valued using the Black Scholes model. Inputs to the pricing model were as follows:



Date of grant

2023

Share price at date of grant

£0.275

Exercise price

£0.275

Risk-free interest rate

3.5%

Expected life of options

3 years

Volatility

62%

 

Volatility has been estimated based upon observable market volatility of Tungsten West PLC.

 

The exercise price of share options outstanding at 31 March 2025 was £0.275 (2024: £0.275) and their remaining contractual life was 6 months (2024: 1 year and 6 months). The options lapse after 7 years and 6 months from the balance sheet date (2024: 8 years and 6 months).


31 March 2025

31 March 2024

Average Exercise Price £

Options

Average Exercise Price £

Options

Outstanding, start of year

 0.275

 333,330

0.275

2,583,316

Granted during the year

-

-

-

-

Exercised/(lapsed) during the year

-

-

(0.275)

 (2,249,986)

Outstanding, end of year

 0.275

 333,330

 0.275

 333,330

 

 

29 Commitments

Capital commitments

As at 31 March 2025 the Group had contracted to purchase plant and machinery amounting to £1,178,774 (2024: £1,746,455). Of this an amount of £123,320 (2024: £nil) is dependent on the commencement of mining operations.

 

Other financial commitments

The total amount of other financial commitments not provided in the financial statements was £8,329,000 (2024: £9,329,000) committed at present or on the commencement of mining operations and represented contractual amounts due to the mining contractor and further committed payments to the funds held in the escrow account under the escrow agreement. Included within other financial commitments is £3,000,000 (2024: £4,000,000) which is considered to be payable between one to five years after mining operations commence.

 

Contingent liabilities

As at 31 March 2025 the Group is liable for payment of any withholding tax arising on the convertible loan notes. On the basis that it considers the likelihood of a withholding tax liability arising as unlikely no provision has been made in the financial statements. Based on interest accrued to the year end were the liability to arise the Group's estimate of the contingent liability is £1,000,000 (2024: £200,000).

 

As at 31 March 2025 the Group had an obligation to dispose of waste materials found onsite. It is the intention of management to dispose of the waste through the onsite Mine Waste Facility. If external disposal is required the Company would incur third party disposal fees estimated at £700,000 (2024: £700,000). As third party costs were not deemed probable no provision is included in the financial statements but are considered to represent a contingent liability at the year end.

 

30 Reconciliation of liabilities arising from financing activities


Non-cash changes


At 1 April
2024
£

Financing
cash flows
£

New finance
£

Other
changes
£

Converted
to equity
£

At 31 March
2025
£

Lease liabilities

 1,909,178

 (227,792)

-

 276,455

 -

 1,957,841

Convertible loan notes

 11,587,221

-

6,751,000

 6,344,879

 -

 24,683,100


 13,496,399

 (227,792)

6,751,000

 6,621,334

 -

 26,640,941

 

 

 

 

 


Non-cash changes


At 1 April
2023
£

Financing
cash flows
£

New finance
£

Other
changes
£

Converted
to equity
£

At 31 March
2024
£

Lease liabilities

2,016,456

 (226,263)

-

 118,985

 -

1,909,178

Convertible loan notes

-

-

9,241,830

2,345,391

-

11,587,221


2,016,456

(226,263)

9,241,830

 2,464,376

-

13,496,399

 

31 Classification of financial and non-financial assets and liabilities

The classification of financial assets and liabilities by accounting categorisation for the year ending 31 March 2025 was as follows:

 


2025
Financial assets
at amortised cost
£

2024
Financial assets
at amortised cost
£

2025
Financial assets
at FVTPL
£

2024
Financial assets
at FVTPL
£

Assets





Non-current assets

 



 

Escrow funds receivable

-

-

13,237,420

11,059,151

Current assets

 




Trade and other receivables

 2,841,555

2,772,462

-

-

Cash and cash equivalents

 18,442

 1,581,535

-

-


 2,859,997

4,353,997

13,237,420

11,059,151

 

 


2025
Financial liabilities
at amortised cost
£

2024
Financial liabilities
at amortised cost
£

2025
Financial liabilities
at FVTPL
£

2024
Financial liabilities
at FVTPL
£

Liabilities





Non-current liabilities

 


 


Loans and borrowings

(1,870,366)

(1,803,533)

-

-

Current liabilities

 


 


Trade and other payables

 (2,570,047)

(1,754,903)

-

-

Loans and borrowings

 (87,475)

 (105,645)

 (24,683,100)

(11,587,221)


 (4,527,888)

(3,664,081)

 (24,683,100)

(11,587,221)

 

Fair value of financial assets and financial liabilities that are measured at fair value on a recurring basis

 

IFRS 13 requires the provision of information about how the company establishes the fair values of financial instruments. Valuation techniques are divided into three levels based on the quality of inputs:

 

•  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•  Level 2 inputs are inputs other than quoted prices included in level 1 that are observable, directly or indirectly.

•  Level 3 inputs are unobservable.

 

The group's Escrow funds receivable is measured at fair value of £13,237,420 (2024: £11,059,151). These are classified as level 3. They are valued based on discounted cash-flows. A number of inputs such as the risk-free rate are observable inputs but there are also significant unobservable inputs such as the expected interest yield.

 

The group's convertible loan notes are measured at fair value of £24,683,100 (2024: 11,587,221). These are classified as level 3. They are valued based on a scenario pricing model. A number of inputs such as the market value of shares are observable inputs but there are also significant unobservable inputs such as the discount rate and the probabilities assessed for each scenario.

 

 

 

 

32 Financial risk review

Group

This note presents information about the Group's exposure to financial risks and the Group's management of capital.

 

Credit risk

In order to minimise credit risk, the Group has adopted a policy of only dealing with creditworthy counterparties (banks and debtors) and it obtains sufficient collateral, where appropriate, to mitigate the risk of financial loss from defaults. The most significant credit risk relates to customers that may default in making payments for goods they have purchased.

 

To date the Group has only made a small number of sales and therefore the credit risk exposure has been low.

 

Liquidity risk

The Directors regularly monitor forecast and actual cash flows and match the maturity profiles of financial assets and liabilities to ensure proper liquidity risk management and to maintain adequate reserves and borrowing facilities. In the view of the Directors, the key risk to liquidity is in meeting short-term cash flow needs. See further discussion of short term liquidity risk in the going concern section of note 2.

 

Market risk

Aside from the convertible loan notes, the Group has no significant interest-bearing assets and liabilities. The Group in the future will also be exposed to exchange rate risk on the basis that tungsten prices are principally denominated in USD. The Company will seek to manage this risk through the supply contracts it agrees with future customers.

 

The Group does not use any derivative instruments to reduce its economic exposure to changes in interest rates or foreign currency exchange rates at the current time.

 

The Group may require future borrowings to support its mineral processing facility upgrades and therefore has an exposure to future interest rate rises.

 

33 Related party transactions

 

Convertible loan notes

During the year convertible loan notes of £5,250,000 were issued to parties connected to various Directors of the group (2024: £6,593,763). The convertible loan notes accrued interest of £2,057,797 (2024: £665,645) during the year.

 

Key management personnel

Key management personnel are deemed to be the Directors. Their remuneration can be seen in note 11.

 

34 Application of new and revised UK adopted International Financial Reporting Standards (UK-adopted IFRS)

New and amended Standards and Interpretations applied

None of the new or amended IFRS Standards had an effect on the financial statements.

 

New and revised Standards and Interpretations in issue but not yet effective

At the date of authorisation of these financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:

Standard or Interpretation

Effective for annual periods commencing on or after

Lack of Exchangeability (Amendments to IAS 21)

1 January 2025

Classification & Measurement of Financial Instruments (Amendments to IFRS 9 & IFRS 7)

1 January 2026

Annual Improvements - Volume 11 (IFRS 1, 7, 9, 10 & IAS 7)

1 January 2026

Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 & IFRS 7)

1 January 2026

IFRS 18 Presentation and Disclosure in Financial Statements-Basis for Conclusions

1 January 2027

IFRS 18 Presentation and Disclosure in Financial Statements-Illustrative Examples

1 January 2027

None of the above amendments are anticipated to have a material impact on future financial statements.

 

 

 

35 Post balance sheet events

On 08 May 2025 the Group announced that conditions precedent of CLN Tranche G Part B were achieved, drawing down £0.9m.

 

On 02 July 2025, the Company raised £4.3 million by way of Tranche H of the CLN.

 

On 05 August 2025 the Company announced that it had completed an updated feasibility study.

 

 

 

Independent Auditor's Report to the members of Tungsten West plc

 

Report on the parent company financial statements

Opinion

We have audited the financial statements of Tungsten West plc (the "parent company") for the year ended 31 March 2025, which comprise the Company Statement of Financial Position, Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•              give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year ended;

•              have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•              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 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 those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Notes 2 and 37 in the financial statements, which indicate that the group has yet to secure the short term finance it needs to continue in operational existence for the foreseeable future. As stated in Note 2 and 37, these events or conditions, along with other matters as set forth in Note 2 and 37 indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified for the company related to the management override of controls, going concern, convertible loan notes and assessment of credit losses on group loan receivables. Further detailed work in respect of the first three matters are set out in our group audit report.

KEY AUDIT MATTER

Credit loss provision against group loan receivables

 

The company has provided interest free loans repayable on demand to its trading subsidiaries. As the subsidiaries lack the cash reserves to repay these balances on demand the expected credit loss must be assessed under IFRS 9. The uncertainty regarding the future preparation of an updated feasibility study and ability to secure project finance has impacted the assessment of credit losses on these loans.

Our audit work included:

•              Assessment and challenge of the key assumptions applied by management.

•              Reperformance of management's calculation.

•              Discussions and enquiries with management.

•              Assessment of the accuracy and completeness of accounts disclosure in light of the above.

 

As a result of the procedures performed, we are satisfied that credit loss provision is valued and disclosed with material accuracy.

 

Our application of materiality

Misstatements, including omissions, are considered to be material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. We use quantitative thresholds of materiality, together with qualitative assessments in planning the scope of our audit, determining the nature, timing and extent of our audit procedures and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the company financial statements should be based on gross assets as it is a holding company. Overall company materiality was set at £412,000, performance materiality of £247,500 and individual errors above £20,600 were reported to the audit committee.

 

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. 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 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 or a material misstatement of the other information. 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.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•              the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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, or returns adequate for our audit have not been received from branches not visited by us; or

•              the parent company financial statements are not in agreement with the accounting records and returns; or

•              certain disclosures of Directors' remuneration specified by law are not made; or

•              we have not received all the information and explanations we require for our audit.

 

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 28 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 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 company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We obtained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates. We considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (IFRS and Companies Act 2006) and the relevant tax compliance regulations in the UK. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty, including compliance with the Health and Safety at Work etc Act 1974 and the ongoing monitoring requirements imposed by the UK Environment Agency under the Environment Act 1995.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity's ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

•              Reviewed legal and professional costs to identify legal costs in respect of non compliance;

•              Discussions and enquiries with management whether there have been any known instances, allegations or suspicions of fraud or non compliance with laws and regulations; and

•              Review of board minutes or correspondence with regulators, where available, including the UK Environment Agency.

 

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following:

•              Review of nominal journal entries for reasonableness; and

•              Review of significant accounting estimates for bias, in particular the key accounting estimates.

 

Further details on the procedures planned are included in the key audit matters section of this report above and the group report.

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. 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, collusion, omission or misrepresentation.

 

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for. This description forms part of our auditor's report.

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 so that we might state to the company's members those matters we are required to state to them in an audit report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the company's members as a body for our audit work, for this report, or for the opinions we have formed.

 

Duncan Leslie

(Senior Statutory Auditor)

For and on behalf of PKF Francis Clark, Statutory Auditor

 

Melville Building East

Unit 18, 23 Royal William Yard

Plymouth

Devon

PL1 3GW

 

Date:

 

Company Statement of Financial Position

Year ended 31 March 2025


Note

2025
£

2024
£

Fixed assets




Tangible fixed assets

40

28,935

31,194

Investments in subsidiary undertakings

41

 4,190,460

4,187,796



 4,219,395

4,218,990

Current assets




Receivables due within one year

42

167,076

31,894,336

Receivables due after more than one year

42

35,941,304

-

Cash at bank and in hand

43

 13,093

1,268,756



36,121,473

33,163,092

Total Assets


 40,340,868

37,382,082

Equity and liabilities




Equity




Share capital

46

 1,887,313

1,870,741

Share premium


 51,949,078

51,949,078

Share option reserve


 319,526

256,278

Retained earnings


(39,398,958)

(28,797,230)

Equity attributable to owners of the Company


14,756,959

25,278,867

Current liabilities




Trade and other payables

44

900,809

515,994

Convertible loan notes

45

24,683,100

11,587,221

Total liabilities


25,583,909

12,103,215

Total equity and liabilities


40,340,868

37,382,082

 

The Company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The Company made a loss for the financial year of £10,601,728 (2024: £7,782,971).

 

The Company accounts were approved by the Board on 04 September 2025 and signed on its behalf by:

 

Alistair Stobie

Director

Company Registration Number: 11310159

 

 

Company Statement of Changes in Equity

Year ended 31 March 2025


Share capital
£

Share premium
£

Share option reserve
£

Warrant reserve
£

Retained earnings
£

Total
£

At 31 March 2023

 1,805,516

 51,882,761

 357,366

 740,867

(21,755,126)

 33,031,384

Loss for the year

-

-

-

-

(7,782,971)

(7,782,971)

 Total comprehensive income

-

-

-

-

(7,782,971)

(7,782,971)

 New share capital subscribed

 65,225

66,317

-

-

-

131,542

 Expired warrants

-

-

-

(740,867)

740,867

-

 Share options charge

-

-

85,138

-

-

85,138

 Forfeiture of share options

-

-

(186,226)

-

-

(186,226)

At 31 March 2024

 1,870,741

 51,949,078

 256,278

-

(28,797,230)

 25,278,867

Loss for the year

-

-

-

-

(10,601,728)

(10,601,728)

 Total comprehensive income

-

-

-

-

(10,601,728)

(10,601,728)

 New share capital subscribed

16,572

-

-

-

-

16,572

 Share options charge

-

-

63,248

-

-

63,248

At 31 March 2025

1,887,313

51,949,078

319,526

-

(39,398,958)

14,756,959

 

 

Notes to the Company Financial Statements

Year ended 31 March 2025

36 General information

Tungsten West plc ('the Company') is a public limited company, incorporated in England and Wales and domiciled in the United Kingdom.

The address of its registered
office is:

 

The principal place of
business is:

 

Hemerdon Mine

Hemerdon Mine

Drakelands

Drakelands

Plympton

Plympton

Devon

Devon

PL7 5BS

PL7 5BS

United Kingdom

United Kingdom

 

37 Accounting policies

Basis of preparation

The Company financial statements have been prepared in accordance with FRS 101 Reduced Disclosure Framework ('FRS 101').

 

No profit and loss account is presented for Tungsten West plc, as permitted by section 408 of the Companies Act 2006.

 

The financial statements are presented in Sterling, which is the functional currency of the Company.

 

Reduced disclosures applied

In preparing the Company financial statements the Company has applied the following disclosure exemptions allowed under FRS 101, therefore the following are omitted:

·      A Company statement of cash flows as required by IAS 1 and IAS 7.

·      Financial instruments disclosures under IFRS 7.

·      Fair value disclosure under IFRS 13.

·      Related party disclosures with wholly owned subsidiaries of the Group.

·      Reconciliations of share capital movements required by IAS 1.

·      Comparative information for property, plant and equipment.

·      Disclosing information on leases required by IFRS 16 in a single note.

 

The Group's financial statements are included within this document.

 

Going concern

The Directors consider the Company to be a going concern however the Company is reliant on the trading activity of the wider Group.

 

The Group is still in the pre-production phase of operations and meets its day to day working capital requirements by utilising cash reserves from investment made in the Group. Over the last year this has been dependent on raising funds via issues of convertible loan notes (CLN). There is no signed commitment from investors to provide further funds under the existing CLN agreement. The Group previously notified CLN holders of multiple defaults of the terms of the CLN agreement. A waiver was subsequently agreed and is in place until 31 December 2025. If further defaults were to arise, or the terms of the waiver be breached or expire before conversion, the notes can be called in for immediate redemption.

 

At the year-end, the Group had £0.02 million in cash reserves and £2.1 million in late August 2025. The Group expects to supplement its cash reserves through product sales and recovery of amounts previously paid to an equipment supplier for a cancelled order (of £0.7m). The recovery of the amount from the equipment supplier is still subject to negotiation however, the Board believes that this amount will be recoverable during 2025. If these inflows do not arise as expected cash reserves will be depleted sooner than forecast below. If the Group has not completed a major fundraising in late 2025 then it will be need to raise additional short-term funding.

 

If these fund raises do not occur in 2025 the Group will have insufficient cash to meet its liabilities as they fall due. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's and company's ability to continue as a going concern.

 

In addition to short-term financing, the Group still requires additional funding to complete the MPF rebuild and is in discussions with financing partners to provide the additional capital. The capital amount of the financing, not including financing costs and any financing reserves, if any, is US$93 million.

 

Until the additional capital is secured, the Group will continue to proceed by utilising existing cash reserves from previous drawings on the 2023 CLN facility. The board will not commit to significant further capital expenditure until the full finance package is in place to complete the rebuild.

 

Model 1 - Funding for Operating Costs and Obtain Financing

This scenario models management's expectation of cash required to raise finance and general and administrative expenses, including maintaining the existing mine permits. This does not include any expenses related to FEED, or capital expenditures to restart operations. The Company is in discussion with a number of parties regarding financing of operations to complete FEED and capital raising operations.

 

As a result, the Board intends that the Group and Company to be able to operate as a going concern for the foreseeable future. Consequently, the Board continue to adopt the going concern basis in preparing these financial information despite the material uncertainty referred to above.

 

 

 

 

 

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

Property, plant and equipment

Land and buildings are stated at the cost less any depreciation or impairment losses subsequently accumulated (cost model).

 

Plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

 

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives,
as follows:

 

Asset class

Depreciation method and rate

Furniture, fittings and equipment

5% - 20% Straight Line

Other property, plant and equipment

5% Straight Line

 

Right-of-use assets

Right-of-use assets consist of property leases recognised under IFRS 16. These assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.

 

Investments

Fixed asset investments are measured at cost less impairment.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are either due on demand or have maturities of three months or less from inception.

 

Convertible debt

Convertible loan notes issued by the Company have been assessed as a host liability contract with the conversion option meeting the recognition criteria for an embedded derivative financial liability. The Company has taken the option available under IFRS to designate the entire instrument at fair value through profit and loss. The instrument is initially recognised at transaction price net of directly attributable costs incurred. The instrument is remeasured to fair value at each reporting point with the resulting gain or loss recognised in profit and loss.

 

Leases

At inception of the contract, the Company assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all material lease arrangements in which it is the lessee. The right-of-use assets and the lease liabilities are presented as separate line items in the statement of financial position.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

 

Significant accounting estimates and judgements

The preparation of the financial statements requires management to make estimates and judgements that affect the reported amounts of certain financial assets, liabilities, income and expenses.

 

The use of estimates and judgements is principally limited to the determination of provisions for impairment and the valuation of financial instruments as explained in more detail below:

 

Convertible loan notes

The convertible loan notes are measured at fair value at each reporting point. Due to the fact that the instrument will be settled at a future point in time either by the conversion into equity shares, conversion into an equivalent debt instrument or repayment in cash the valuation is subject to inherent estimation uncertainty. Management commissioned an external expert to calculate the fair value at the year end. The fair value has been calculated using a scenario pricing model and the key underlying assumptions are the probabilities assessed for each underlying scenario, the discount rate selected and the dates of conversion or redemption..

 

A two month earlier date of conversion or redemption assumption would result in a £0.8m (2024: £2.1m) increase to the fair value of the year end liability.

 

 

 

 

Probability estimate in calculating expected credit losses

 

The Company calculates expected credit losses on financial assets, including inter-company loans, in accordance with IFRS 9 - Financial Instruments. In determining these expected credit losses, the Company incorporates probability estimates based on a range of possible outcomes.

 

Incorporation of probability estimates

 

The calculation of expected credit losses involves the incorporation of probability estimates to reflect the likelihood of different credit events occurring. The Company considers various factors, including historical data, economic conditions, industry-specific information, and forward-looking information to develop these probability estimates.

 

Economic conditions

 

The Company considers current and expected future economic conditions when developing probability estimates. The most significant economic risk to the Company is lenders appetite to invest long term in the Company. Management estimates the chance of success at 85%.

 

Overall, the expected credit loss provision at year-end is £25,085,361 (2024: £23,189,706) which represents a 41% effective provision. The effective provision rate is higher than expected based on the probability of recovery estimate, which was assessed overall at 72%, due to the 100% provision on Tungsten West Services Limited as the company is not expected to generate future profits to repay the inter-company loan.

 

Sensitivity analysis

 

The Company has performed a sensitivity analysis to assess the impact of different scenarios on the expected credit losses for inter-company loans. The analysis considered changes in economic conditions, default rates, and other relevant factors. A 10% increase in probability estimate would reduce the expected credit loss by £6.1 million (2024: £4.3 million). A 10% decrease in probability estimate would increase the expected credit loss by £6.1 million (2024: £4.3 million).

 

Based on this analysis, management believes that the loss allowance recognised is appropriate given the current economic environment and specific characteristics of the inter-company loans.

 

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, although excluding fixed assets, prepayments, and deferred tax liabilities.

 

The Group recognises financial assets and financial liabilities in the statement of financial position when, and only when, the Group becomes party to the contractual provisions of the financial instrument.

 

Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.

 

All regular way purchases and sales of financial assets and financial liabilities classified as fair value through profit or loss ('FVTPL') are recognised on the trade date, i.e., the date on which the Company commits to purchase or sell the financial assets or financial liabilities. All regular way purchases and sales of other financial assets and financial liabilities are recognised on the settlement date, i.e., the date on which the asset or liability is received from or delivered to the counterparty. Regular way purchases or sales are purchases or sales of financial assets that require delivery within the time frame generally established by regulation or convention in the marketplace.

 

Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.

 

Expected Credit Losses on Inter-Company Loans

The Company has extended loans to its subsidiaries (inter-company loans). Management has assessed the expected credit losses associated with these inter-company loans in accordance with IFRS 9 - Financial Instruments.

 

Measurement of Expected Credit Losses

 

The expected credit losses for inter-company loans have been measured based on a forward-looking assessment of credit risk, taking into consideration both historical data and reasonable and supportable information about future events. The Company uses the following stages to classify the inter-company loans and measure the corresponding expected credit losses:

 

Stage 1: Loans with no significant increase in credit risk since initial recognition

 

Inter-company loans that have not experienced a significant increase in credit risk since initial recognition are considered to be in Stage 1. For these loans, the Company recognises a loss allowance equal to 12-month expected credit losses.

 

Stage 2: Loans with a significant increase in credit risk since initial recognition

 

Inter-company loans that have experienced a significant increase in credit risk since initial recognition are considered to be in Stage 2. For these loans, the Company recognises a loss allowance equal to lifetime expected credit losses.

 

Stage 3: Loans that are credit-impaired

 

Inter-company loans that are credit-impaired are classified as Stage 3. Credit-impaired loans are those for which there is evidence of a measurable decrease in estimated future cash flows since initial recognition. For these loans, the Company recognises a loss allowance equal to lifetime expected credit losses.

 

Determination of Expected Credit Losses

 

The determination of expected credit losses involves assessing a range of possible outcomes and their respective probabilities. The Company considers relevant factors, including economic conditions, industry-specific factors, and forward-looking information.

 

Derecognition

Financial assets

The Company derecognises a financial asset when: the contractual rights to the cash flows from the financial asset expire; it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.

 

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

 

Share capital

Ordinary Shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Share options and warrants

Share options granted to shareholders classified as equity instruments are accounted for at the fair value of cash received or receivable. Share options granted to shareholders which represent a future obligation for the Company outside of its control are recognised as a financial liability at fair value through profit and loss.

 

Share options granted to employees are fair valued at the date of grant with the cost recognised over the vesting period. If the employee is employed in a subsidiary company the cost is added to the investment value, in the financial statements of the parent, and the expense recognised in staff costs in the statements of the subsidiary.

 

Warrants issued in return for a service are classified as equity instruments and measured at the fair value of the service received. Where the service received relates to the issue of shares the cost is debited against the proceeds received in share premium.

 

Tax

Income tax expense consists of the sum of current tax and deferred tax.

 

Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported for accounting purposes because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

 

Current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. A provision is recognised for tax matters that are uncertain if it is considered probable that there will be a future outflow of funds to a tax authority. The provision is measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of management supported by the advice of tax professionals contracted by the company.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

 

The Group intends to submit research and development tax credit claims. The Group accounts for a claim at the point it considers the claim to be unchallenged by HMRC.

 

 

 

 

 

 

 

 

 

 

 

 

38 Company staff costs

The aggregate payroll costs (including Directors' remuneration) were as follows:


2025
£

2024
£

Wages and salaries

 112,000

 134,000

Social security costs

 12,140

 13,099

Pension costs, defined contribution scheme

 -  

 (1,339) 

Share based payments

 60,583

(104,379)


 184,723

41,381

 

 

The average number of persons employed by the Company (including Directors) during the year, analysed by category was as follows:

 


2025
No.

2024
No.

Management

5

4

Total

5

4

 

Remuneration of the Directors is disclosed in note 11 to the Consolidated Financial Statements.

 

39 Deferred tax

 

The unrecognised deferred tax asset for carried forward losses as at 31 March 2025 was £2,894,986 (2024: £2,984,112).

 

 

40 Tangible fixed assets


Furniture, fittings and equipment
£

Other property, plant and equipment
£

Total
£

Cost




At 1 April 2024

2,048

36,983

39,031

Additions

-

-

-

At 31 March 2025

2,048

36,983

39,031

Depreciation




At 1 April 2024

 1,537

 6,300

 7,837

Charge for the year

 410

 1,849

 2,259

At 31 March 2025

 1,947

 8,149

 10,096

Carrying amount




At 31 March 2025

 101

 28,834

 28,935

At 31 March 2024

 511

 30,683

 31,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41 Investment in subsidiary undertakings

Summary of the Company investments


31 March
2025
£

31 March
2024
£

Investments in subsidiaries

4,190,460

4,187,796

Subsidiaries

 


Cost

 


Opening cost

4,555,646

4,533,257

Additions

2,664

22,389

Closing cost

4,558,310

4,555,646

 

Provision

 


Opening provision

(367,850)

-

Impairment

-

(367,850)

Closing provision

(367,850)

(367,850)

 

Additions in the current year relate to further investment in subsidiaries as a result of share options in the Company granted to employees of those subsidiaries.

 

Information on the Company's subsidiary undertakings is disclosed in note 18 to the Consolidated Financial Statements.

 

42 Receivables


31 March
2025
£

31 March
2024
£

Trade receivables

-

54,114

Net receivables from subsidiaries

 35,941,304

 31,798,316

Prepayments

 129,491

10,045

Other receivables

 37,585

 31,861


 36,108,380

 31,894,336

Less - amount due after more than one year

(35,941,304)

-

Amount due within one year

167,076

31,894,336

 

The full balance within net receivables from subsidiaries is due on demand. It is unlikely that recovery of this balance will be made within one year of the balance sheet date and therefore the balance has been presented in amounts due after more than one year.

 

The average credit period on sales of goods is 30 days. No interest is charged on outstanding trade receivables. The carrying amount of trade and other receivables approximates the fair value.

 

As the company is in the early phases of operations and making a few minor sales, credit losses are being considered on a customer-by-customer basis. No credit losses against trade receivables were identified as at year end.

 

Loss allowance for inter-company loans

 

Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

 

As of the reporting date, the Company has assessed the expected credit losses on its inter-company loans and recognised a loss allowance as follows:

 

Stage 1: £Nil representing the 12-month expected credit losses

Stage 2: £10.6 million representing the lifetime expected credit losses

Stage 3: £14.5 million representing the lifetime expected credit losses

The total loss allowance for inter-company loans as of the reporting date is £25.1 million.

 

The overall credit loss of 41% allows for factors including restructuring of the group and non-recoverable balances from subsidiaries for which income is now no longer planned due to corporate restructuring activities and other internal factors.

 

 

 


31 March
2025
£

At 1 April 2024

23,189,706

Increase during the year

 1,895,655

At 31 March 2025

 25,085,361

Gross receivables from subsidiaries

 61,026,665

Overall credit loss

(25,085,361)

Net receivables from subsidiaries

 35,941,304

 

43 Cash at bank and in hand


31 March
2025
£

31 March
2024
£

Cash at bank

13,093

1,268,756

 

44 Trade and other payables


31 March
2025
£

31 March
2024
£

Trade payables

 700,669

157,834

Accrued expenses

 189,548

350,451

Social security and other taxes

 10,592

7,709

Other payables

-

-


 900,809

515,994

 

Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs. The average credit period for trade purchases is 45 days (2024: 45 days). No interest is charged on overdue amounts.

 

The carrying amount of trade and other payables approximates the fair value.

 

45 Convertible loan notes

 

Throughout the last two financial years the company has issued 7 tranches of Convertible Loan Notes with a nominal value of £17,107,043. The bonds were initially due for conversion into ordinary shares 365 days from the first issue date, being June 2024. The holders have the option to exchange the convertible loan notes for an equivalent instrument prior to conversion. The notes bear interest at 20% per annum. The loan notes convert in to ordinary shares at the lower of £0.03 per share or the equity conversion price, being the price at which new ordinary shares are issue pursuant to an equity raise, less a discount of fifty per cent. The notes are secured by a charge over certain assets of the group held by the security agent Kroll Trustee Services Limited.

 

The instrument contains a host liability contract and an embedded derivative option and has been designated as a single instrument at fair value through profit and loss.

 

During July 2023 the group notified Lansdowne Partners, the majority holder of multiple breaches of the terms of the loan. The breaches resulted from management implementing measures to conserve the cash flow of the group to match the sources of finance available from the facility.

 

Under the terms of the Note Purchase Agreement dated 19 May 2023 the Note Purchasers, if directed by the holders of at least 75% of the Notes outstanding may by notice to the Company:

 

•              Terminate the agreement and cancel the Notes

•              Demand the notes be repurchased immediately at the redemption price, plus any interest is repaid. The redemption price is a sum equal to two times the principal amount of the notes.

•              Exercise its rights to enforce security under the terms of the note purchase agreement and security deed.

 

On 16 August 2023 the note holders agreed a waiver of the breaches which would have expired on 31 January 2024. On 15 December 2023 the note holders agreed a waiver of the breaches until 30 June 2024. On 15 October 2024 the note holders agreed a waiver of the breaches until 31 March 2025. On 25 March 2024 an amendment was agreed to the original terms of the note purchase agreement to extend the conversion date to 598 days from the first issue date, being January 2025. In the latest amendment to the original agreement, dated 13 January 2025, this was extended to 932 days, being December 2025.

 

 

Movement in liability


31 March
2025
£

31 March
2024
£

Brought forward

11,587,221

-

Cash received

6,751,000

10,356,043

Directly attributable costs incurred

(2,000)

(1,114,213)

Fair value movement in year

6,346,879

2,345,391

Carried forward

24,683,100

11,587,221

 

 

46 Share capital

Allotted, called up and fully paid shares

 


31 March 2025

31 March 2024


No.

£

No.

£

Ordinary Shares of £0.01 each

 

 

188,731,307

 

 

1,887,313

 

 

187,074,111

 

 

1,870,741

 

 

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All Ordinary Shares rank equally with regard to the Company's residual assets.

 

Further information on share capital is disclosed in note 27 to the Consolidated Financial Statements.

 

47 Share-based payments

Information on share-based payments is disclosed in note 28 to the Consolidated Financial Statements.

 

48 Commitments

During a previous financial year the Company signed a contract to pay £200,000 (2024: £200,000) compensation to a third party once mining operations commenced.

 

Contingent liabilities

As at 31 March 2025 the Company is liable for payment of any withholding tax arising on the convertible loan notes. On the basis that it considers the likelihood of a withholding tax liability arising as unlikely no provision has been made in the financial statements. Based on interest accrued to the year end were the liability to arise the Company's estimate of the contingent liability is £1,000,000 (2024: £200,000).

 

49 Related party transactions

Information on related party transactions is disclosed in note 33 to the Consolidated Financial Statements.

 

50 Post balance sheet events

Information on post balance sheet events is disclosed in note 35 to the Consolidated Financial Statements.

 

 

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