MUSH Oscillate Plc

Oscillate PLC

(“Oscillate” or the “Company")

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2024

Chairman’s Statement

Dear Shareholders,

I am pleased to report on Oscillate Plc (the “Company”) and its subsidiaries (the “Group”) results for the year to 30 November 2024 and the recent developments in the investment portfolio.

It has been an important year for the Company and your board are working hard to make sure the current year is even more significant.

During the year the Company acquired Quantum Hydrogen Inc, a natural and white hydrogen resource company exploring speciality gases, based in Houston, USA. Quantum recently signed a three-year agreement to explore natural hydrogen in the Minnesota Iron Range in the USA and continues to evaluate new opportunities.

The Directors have been successful in their efforts to minimise the operating costs of Company and the Group. We are committed to the majority of the Company and Group’s funds being used to enhance shareholder value. The Group’s cash position at the end of the year, was £1,587,903 compared with £1,101,259 in the previous year. An increase of £486,644.

The Board was delighted to welcome Robin Birchall as CEO and Max Denning as Non-Executive Director.

Robin Birchall has more than twenty-five years of experience in the financing and management of resource companies. Mr. Birchall is currently the Non-Executive Chairman of Evolution Energy Minerals Ltd. and previously was Non-Executive Chairman of Awale Resources Ltd. Mr. Birchall was Chief Executive Officer & Director at Giyani Metals Corp. Before that he was the Executive Chair of Silver Bear Resources. Mr. Birchall was also a Non-Executive Director of Helium One Global. Previous roles include former Chief Executive Officer of a private oil and gas E&P company as well as Vice President Investment & Corporate Banking with BMO Capital Markets, where he completed a variety of high-profile transactions for resource companies. Prior to BMO Capital Markets, Mr. Birchall was Vice President Corporate Finance at Canaccord Adams Ltd. Mr. Birchall earned an MBA from the University of Cape Town, a MSc in European and International Politics from Edinburgh University, a Première Degré en Langues Literature et Civilisation, from Stendahl Université and a BA from Queens University.

Max Denning is a mining executive with over a decade’s experience in the natural resources sector covering Europe, South America and Africa with a keen focus on future metals. Most recently, Max was CEO of Tungsten West plc, a company which he co-founded in 2019. During his tenure, Max bought the Hemerdon Tungsten and Tin Mine out of receivership, published the company’s Definitive Feasibility Study, secured all key offtake agreements and successfully raised >$100m project finance facility by way of debt, royalty and equity, the latter of which was achieved via an AIM IPO.

Prior to Tungsten West plc, Max was GM Commercial and Finance at Pan African Minerals ltd. Max holds a degree in Economics and Politics and an MSc in Accounting & Financial Management.

In October 2024, Steve Winfield stepped down from the board of directors. In February 2025 the Company announced the departure of Steve Xerri. The board would like to reiterate its thanks to them both for their considerable efforts in administrating the Company during their tenure.

Investee Group Update

I am pleased to provide the following summary of the investee companies in the Company’s portfolio.

Quantum Hydrogen, Inc. (“Quantum”) and its subsidiaries

Quantum is a Houston registered company exploring white and natural hydrogen in Minnesota. Hydrogen is currently used by many industries including the petrochemical industry, manufacture of fertilizer, chemicals, food processing and transportation.

Quantum holds a three year option licence to explore approximate 60,000 acres in the Animike Basin the Lake Superior region of North America. These iron ranges are amongst the most prospective for the generation of naturally occurring “white” hydrogen an Quantum is excited to be the first mover in a potentially globally significant terrane. An initial data review of available geological and geophysical data on the potential for the weathering of banded-iron formation to generate nature hydrogen and the proximity of nearby markets including pipeline networks, power plants, iron smelting and cement manufacturing.

The Company completed the investment on 15 October 2024 for the entire issued share capital of Quantum Hydrogen, Inc, following the approval of shareholders at the Company’s General Meeting. The £1.4 million consideration was satisfied through the issue of 140,000,000 Ordinary Shares at a deemed price of 1 pence per share. On completion of the transaction, the share price was 1.5 pence per share, valuing the Quantum acquisition at £2.1 million.

Shortwave Life Sciences Plc (“Shortwave”)

Shortwave is a publicly quoted incubation and pre-seed investment firm that deploys early-stage capital while usually operating or supporting emerging companies in the psychedelic science and healthcare industry.

Its wholly owned subsidiary is life science company Shortwave Pharma Inc. ("Shortwave Pharma").

Shortwave Pharma is an Israeli-based biopharmaceutical company developing novel formulations of psilocybin and additional APIs, as well as customised delivery methods, to effect significant therapeutic benefits for patients suffering from mental health disorders, with an initial focus on eating disorders. It is conducting pre-clinical studies related to its anorexia nervosa product comprised of a novel formulation and a buccal film delivery system and plans to be ready for phase I/IIa trials in Q1 2024.

On 2 February 2024, Psych announced that the phase 1 POC study of psilocybin-assisted therapy for anorexia nervosa patients conducted by the Department of Eating Disorders at the Sheba Medical Center has been awarded an additional grant from the newly founded IPR-TLV, the Institute for Integrative Psychedelic Research at the University of Tel-Aviv. This demonstrates the growing acceptance and integration of research in psychedelic assisted treatment in addressing critically unmet mental health conditions. Shortwave Pharma, recently acquired by Psych, is the exclusive commercial partner to the Sheba Trial.

At year end, the Group held 46,668,622 shares in Psych, representing approximately 12.3% of the issued share capital.

WeCap Plc (formerly IamFire)

WeCap plc is an Investment Issuer Listed on the AQSE Growth Market Exchange. The company has an investment strategy focused on the identification of opportunities in Social Commerce, Life Sciences & Natural Resources.

WeCap’s primary investments are a series of Convertible Loan Notes in WeShop Holdings Plc (“WeShop”). WeShop is a social commerce platform which seeks to address the perceived requirement for humans to connect more meaningfully with eCommerce. WeShop is a community owned platform that allows consumers to search for and buy products based on community reviews, and rewards transactions and reviews with shares in WeShop called “WeShares”.

At year end, the Group held 1,055,000 shares in WeCap. Please refer to post-balance sheet events for further details.

Evrima plc

Evrima plc (“Evrima”) is an investment issuer focused on opportunities within the commodities, mineral exploration and development sectors. Evrima maintains a diverse portfolio of both listed and private investments across various sectors. These investments align with the Group’s strategic focus on opportunities within the commodities, mineral exploration, and development industries.

The Group holds 500,000 shares in Evrima. Please refer to post-balance sheet events for further details.

Review of Consolidated Financial Position Statement

Please refer to the consolidated Statement of Financial Position for the Group on page 22. Overall, the net current assets for the Group is £1,723,598. Below I separately review each asset class.

Non-Current Assets

The Group’s non-current assets consist of fixtures and fittings stated at cost less accumulated depreciation together with non-listed investments stated at cost less fair value adjustment. Depreciation is calculated, using the straight-line method, to allocate the depreciable amount to their residual values over their estimated useful lives of 5 years.

Current Assets

The Group’s cash at bank is £1,587,903 and the Company’s cash at bank is £1,563,612 (2023: £1.1m). The increase in cash reflects the £700,000 equity raised in October 2024.

Current Liabilities

The Group had trade payables of £20,032 (2023: £1,594) and accruals of £23,375 (2023: £20,800). These reflect the increased activity of the Group.

Equity

The increase in the called-up share capital and the share premium account of £2,771,073 is detailed in the table below. The increase primarily relates to the share issue and acquisition of Quantum.

	£
Shares issued	671,073
Issued share capital for acquisition of subsidiary	2,100,000
Total Change in Year	2,771,073

The increase in the option and warrant reserve was primarily due to placement warrants issued against 72,500,000 shares at the time of the acquisition which attracted an increase in the reserve of £450,917 and a charge to the income statement. The balance of the increase was due to share options issued in the year.

The loss after tax for the Group for the year of £3,979,256 increased the Profit and Loss Account deficit to £7,435,278.

Outlook

The Group sits in a strong financial position, with some minor investments which can be liquidated.

The Board would also like to thank the Company’s shareholders, advisers and stakeholders for their continued support.

John Treacy

Chairman

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

Company

Oscillate PLC

John Treacy

ir@oscillateplc.com

https://oscillateplc.com

Robin Birchall, CEO

robinbirchall@oscillateplc.com

Telephone: + 44 (0) 7711 313 019

Corporate Adviser

Peterhouse Capital Limited

Telephone: 020 7220 9795

Extract from Independent Auditor’s Report to the Members of Oscillate Plc

“Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period of at least twelve months from when the consolidated financial statements are authorised for issue.”

Consolidated Statement of Comprehensive Income

	Note	GROUP2024£	COMPANY2023£
Exploration and evaluation expenditure		(2,101,723)	-
Administrative expenses		(212,368)	(224,923)
Share option expense		(450,917)	-
Loss on investments at fair value through profit and loss	10, 11	(1,268,956)	(849,904)
Loss on sale of investment		-	(104,456)
Depreciation		(137)
Operating Loss	4	(4,034,101)	(1,179,283)
Interest income	6	31,705	14,204
Loss before tax		(4,002,396)	(1,165,079)
Taxation	7	23,140	212,476
Loss for the financial year		(3,979,256)	(952,603)
Other comprehensive income		-	-
Currency translation differences		1,603	-
Total comprehensive loss for the financial year		(3,977,653)	(952,603)
Loss per share (pence) from continuing operations attributable to owners of the Company	8
Basic		(1.67p)	(0.44p)
Diluted		(1.67p)	(0.44p)

Group operations are classed as continuing. 

The exemption under section 408 of the Companies Act 2006 from presenting the Parent Company’s income statement has been taken.  The Company’s loss for the year was £3,970,705 (2023: £952,603).

Consolidated Statement of Financial Position

		GROUP		COMPANY
	Note	2024£	2023£	2024£	2023£
Non-current assets
Tangible assets	9	8,200	-	-	-
Investments	10	19,629	19,785	19,629	19,785
Total non-current assets		27,829	19,785	19,629	19,785
Current assets
Short-Term Investments	11	158,333	1,427,134	158,333	1,427,134
Trade and other receivables	12	21,982	5,659	21,982	5,659
Intercompany debtors		-	-	39,439	-
Cash and cash equivalents		1,587,903	1,101,259	1,563,612	1,101,259
Total current assets		1,768,218	2,534,052	1,783,366	2,534,052
Total assets		1,796,047	2,553,837	1,802,995	2,553,837
Current liabilities
Trade and other payables	13	(44,620)	(23,607)	(44,620)	(23,607)
Total current liabilities		(44,620)	(23,607)	(44,620)	(23,607)
Total liabilities		(44,620)	(23,607)	(44,620)	(23,607)
Deferred tax liability	7	-	(23,140)	-	(23,140)
Net assets		1,751,427	2,507,090	1,758,375	2,507,090
Capital and reserves
Share capital	14	1,249,797	1,228,309	1,249,797	1,228,309
Share premium		7,454,635	4,705,050	7,454,635	4,705,050
Other reserves	15	450,917	29,753	450,917	29,753
Retained earnings		(7,405,525)	(3,456,022)	(7,396,974)	(3,456,022)
Foreign currency translation		1,603	-	-	-
Total equity		1,751,427	2,507,090	1,758,375	2,507,090

The financial statements were approved by the Board of Directors on 12 March 2025 and signed on its behalf by:

Robin Birchall

Chief Executive Officer

Consolidated Statement of Changes in Equity

GROUP	Share capital	Share premium	Other reserves	Foreign currency translation	Retained earnings	Total
	£	£	£	£	£	£
As at 1 December 2022	1,228,309	4,705,050	29,753	-	(2,503,419)	3,459,693
Loss for the year	-	-	-	-	(952,603)	(952,603)
Other comprehensive income for the year	-	-	-	-	-	-
Total Comprehensive Income	-	-	-	-	(952,603)	(952,603)
As at 30 November 2023	1,228,309	4,705,050	29,753	-	(3,456,022)	2,507,090
Loss for the year	-	-	-		(3,979,256)	(3,979,256)
Exchange differences on translation	-	-	-	1,603	-	1,603
Total Comprehensive Income	-	-	-	1,603	(3,979,256)	(3,977,653)
Shares issued	7,488	663,585	-	-	-	671,073
Issued share capital for acquisition of subsidiaries	14,000	2,086,000	-	-	-	2,100,000
Options and Warrants	-	-	450,917	-	-	450,917
Share options forfeited	-	-	(29,753)	-	29,753	-
As at 30 November 2024	1,249,797	7,454,635	450,917	1,603	(7,405,525)	1,751,427

Company Statement of Changes in Equity

COMPANY	Share capital	Share premium	Other reserves	Retained earnings	Total
	£	£	£	£	£
As at 1 December 2022	1,228,309	4,705,050	29,753	(2,503,419)	3,459,693
Loss for the year	-	-	-	(952,603)	(952,603)
Total Comprehensive Income	-	-	-	(952,603)	(952,603)
As at 30 November 2023	1,228,309	4,705,050	29,753	(3,456,022)	2,507,090
Loss for the year	-	-	-	(3,970,705)	(3,970,705)
Total Comprehensive Income	-	-	-	(3,970,705)	(3,970,705)
Shares issued	7,488	663,585	-	-	671,073
Issued share capital for acquisition of subsidiaries	14,000	2,086,000	-	-	2,100,000
Options and Warrants	-	-	450,917	-	450,917
Share options forfeited			(29,753)	29,753	-
As at 30 November 2024	1,249,797	7,454,635	450,917	(7,396,974)	1,758,375

Consolidated and Company Statement of Cash Flows

		GROUP		COMPANY
		2024	2023	2024	2023
		£	£	£	£
Cash from operating activities
Loss after taxation for the financial year		(3,979,256)	(952,603)	(3,970,705)	(952,603)
Adjustments for:
Tax on profit		(23,140)	(212,476)	(23,140)	(212,476)
Interest earned		(31,705)	(14,204)	(31,705)	(14,204)
Loss on investments		-	104,456	-	104,456
Depreciation		137	-	-	-
Exploration and evaluation expenditure		2,101,723	-	-	-
Warrants expenses		450,917	-	450,917	-
Impairment of a subsidiary		-	-	2,100,000	-
Loss on investments at fair value		1,268,956	849,904	1,268,956	849,904
		(212,368)	(224,923)	(205,677)	(224,923)
Decrease / (increase) in trade and other receivables		(16,246)	4,121	(55,761)	4,121
Decrease / (Increase) in trade and other payables		21,013	(8,477)	21,013	(8,477)
Net cash used in operating activities		(207,601)	(229,279)	(240,425)	(229,279)
Cash flow from investing activities
Acquisition of asset through acquisition of subsidiary		234	-	-	-
Purchase of investments		-	19,109	-	19,109
Purchase of tangible asset		(8,242)	-	-	-
Proceeds on disposal of investments		-	104,482	-	104,482
Interest income		31,705	14,204	31,705	14,204
Net cash used in investing activities		23,697	99,577	31,705	99,577
Cash flows from financing activities
Proceeds from issue of shares		671,073	-	671,073	-
Net cash generated from financing activities		671,073	-	671,073	-
Net cash flow for the year		487,169	(129,702)	462,353	(129,702)
Cash and cash equivalents at beginning of year		1,101,259	1,230,961	1,101,259	1,230,961
Exchange difference		(525)	-	-	-
Cash and cash equivalents at end of year		1,578,903	1,101,259	1,563,612	1,101,259

Notes to the Consolidated and Company Financial Statements

2. General information

Oscillate Plc is a public limited company limited by shares and incorporated in England and Wales. The company's registered number and registered office address can be found on the Corporate Information page 3.

The Company's shares are traded on the AQSE Growth Market under ticker MUSH and ISIN number GB00BJNSJS53.

3. Accounting policies

Basis of preparation

The group and individual financial statements of Oscillate Plc have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.

These consolidated and separate financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of listed investments at fair value.

The consolidated financial statements are presented in Pounds Sterling, which is the Company's presentation and functional currency.

The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3 to the consolidated financial statements.

The Company has taken advantage of the exemption in Section 408 of the Company Act from presenting an individual profit and loss account.

Going concern

As at 30 November 2024, the Group had cash of £1,578,903 and net assets £1,751,427. As an investment and exploration business, the Company has limited operating cash flow and is dependent on the performance of its investments for its working capital requirements.  Annualised normal running costs of the Company are circa £200,000. As at the date of this report, the Company had approximately £1,458,508 cash at bank.

The Directors are therefore of the opinion that the Company has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the consolidated financial statements.

Basis of consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 30 November.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.  Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity.

Control is presumed to exist when an entity owns, directly or indirectly through subsidiaries, more than half of the voting power. This presumption may be overcome, in exceptional circumstances, if it can be clearly demonstrated that such ownership does not constitute control. Control also exists when the parent owns less than half of the voting power and certain circumstances apply. In addition, control can be achieved by having currently exercisable options or convertible instruments or through dominant influence.

Foreign currency

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance (expense)/income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses)/gains’.

Translation

The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year-end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’ and allocated to non-controlling interest as appropriate.

Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.

The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period and is the amount of income tax payable in respect of the taxable profit for the year or prior year.

Deferred tax is recognised on all timing difference between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and labilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instrument.

Tangible assets

Plant and machinery and fixtures, fittings, tools and equipment.

Plant and machinery and fixtures, fittings, tools and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation and residual values

Depreciation on other assets is calculated, using the straight-line method, to allocate the depreciable amount to their residual values over their estimated useful lives, as follows:

Fixtures and fittings: 5 years

Subsequent additions and major components

Subsequent costs, including major inspections, are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the group and the cost can be measured reliably.

The carrying amount of any replaced component is derecognised. Major components are treated as separate assets where they have significantly different patterns of consumption of economic benefits and are depreciated separately over their useful lives.

Repairs, maintenance and minor inspection costs are expensed as incurred.

Derecognition

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in ‘Other operating (losses)/gains’.

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).

The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating units) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk– free rate and the risks inherent in the asset.

If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

Investments – company

Investment in subsidiary company.

Investment in a subsidiary company is held at cost less accumulated impairment losses.

Provisions and contingencies

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation can be estimated reliably.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations might be small.

Contingencies

Contingent liabilities are not recognised, except those acquired in a business combination. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the group’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

Financial assets

Basic financial assets, including trade and other receivables and Cash and cash equivalents balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment, loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets for which a fair value can be measured reliably (whether this is an active or non-active market} are measured at fair value with changes in fair value recognised in profit or loss.  Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Listed investments

Investments in non-derivative instruments that are equity to the issuer are measured:

• at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;
• at cost less impairment for all other investments.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included as listed investments. Instruments included in quoted investments, which for the Company comprise AIM and AQSE investments. Changes in fair value are recognised in profit or loss.

Unlisted investments

All the unlisted investments whose fair value cannot be measured reliably are disclosed as such and are measured at cost less impairment.

Financial liabilities

Basic financial liabilities include trade and other payables.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Payables are classified as current liabilities if payment is due within one year. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Share Capital

Share Capital consists of ordinary shares and deferred shares.

Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

Ordinary shares bestow full rights on shareholders.

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and current balances at banks and in Hobart Investment brokerage account.

Share-based payments

The Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

• including any market performance conditions (for example, an entity's share price);
• excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
• Including the impact of any non-vesting conditions (for example, the requirement for employees to save or holding shares for a specific period of time).

At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

4. Critical accounting estimates and judgements and key sources of estimation uncertainty

Management makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Accounting treatment for acquisition of Quantum Hydrogen, Inc.

Management judgement is involved in determining the appropriate accounting treatment, including whether the acquisition met the definition of an asset acquisition rather than a business combination, date of transfer of control and accounting for consideration. Management judgement is also required in the assessment of the fair values of assets and liabilities acquired, and their associated useful lives, and the use of estimates in the determination of these values and the resulting intangible assets recognised. Management concluded that the acquisition met the requirements of an asset acquisition and the details of this are set out in note 20.

Estimation of fair value of warrants and share options issued in the year

The fair value of warrants and share options issued during the year have been calculated using a Black Scholes model which requires a number of assumptions and inputs, see note 16 below. On exercise of, or expiry of unexercised instruments, the proportion of the share based payment reserve relevant to those instruments is transferred from the other reserves to the accumulated deficit. On exercise, equity is also increased by the amount of the proceeds received.

5. Operating loss

The operating loss is stated after charging / (crediting):

	GROUP		COMPANY
	2024£	2023£	2024£	2023£
Staff and Directors costs	96,878	105,038	96,878	105,038
Impairment loss on receivables	-	-	-	-
Auditors’ remuneration:
Audit fees	30,000	17,500	30,000	17,500

6. Directors’ fees

GROUP

COMPANY

	2024	2023	2024	2023
The average number of persons (including Executive Directors) employed by the Company during the year:	3	3	3	3
	£	£	£	£
Wages and salaries (including Directors)	96,878	105,038	96,878	105,038
	96,878	105,038	96,878	105,038

The Directors are considered to be the only key management personnel within the Company.  Details of the Directors’ remuneration and interests can be found in the Directors’ Report on page 13.

7. Interest receivable and similar income

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Interest on bank deposits	31,705	14,204	31,705	14,204
	31,705	14,204	31,705	14,204

8. Taxation

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Analysis of tax charge/(credit)
Current tax
UK corporation tax at 25% (2023:25%)	-	-	-	-
Deferred tax		-		-
Origination and reversal of timing differences	(23,140)	(212,476)	(23,140)	(212,476)
Tax on profit on ordinary activities	(23,140)	(212,476)	(23,140)	(212,476)

7.            Taxation (continued)…

GROUP

COMPANY

Reconciliation of tax charge	2024£	2023£	2024£	2023£
Loss on ordinary activities before taxation	(4,002,396)	(1,165,079)	(3,993,845)	(1,165,079)
Current tax on loss of the year at standard rate of UK corporation tax of 25% (2023 – 25%)	(1,000,599)	(291,270)	(998,461)	(291,270)
Expenses not deductible for tax purposes	955,433	218,020	954,968	218,020
Deferred tax	23,140	(212,476)	23,140	(212,476)
Losses carried forward and not provided for	45,166	73,250	43,493	73,250
Tax in the income statement	23,140	(212,476)	23,140	(212,476)

At 30 November 2024, the Company had trading losses of £1,585,325 (2023: £1,451,610) to carry forward. On 10 June 2021, the UK Government’s proposal to increase the rate of UK corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into UK law.

No deferred tax asset has been recognised as recovery of the tax losses is not considered probable.

9. Earnings per share

	Earnings (£)	Weighted average number of shares	Per share amount(pence)
Year ended 30 November 2024
Basic EPS
Earnings attributable to ordinary shareholders	(3,979,256)	238,150,866	(1.67)
Effect of dilutive securities
Options and warrants	-	-	-
Diluted EPS
Adjusted earnings	(3,979,256)	238,150,866	(1.67)
Year ended 30 November 2023
Basic EPS
Earnings attributable to ordinary shareholders	(952,603)	218,610,275	(0.44)
Effect of dilutive securities
Options	-	-	-
Diluted EPS
Adjusted earnings	(952,603)	218,610,275	(0.44)

The calculation of basic loss per share of 1.67 pence for the year ended 30 November 2024 (2023: earnings of 0.44p) is based on the loss attributable to equity owners of the Company of £2,917,207and on the weighted average number of ordinary shares of 457,795,363 in issue during the year. Dilutive earnings per share are the same as basic earnings per share as all options currently issued are antidilutive in the current year.

10. Tangible Assets

			Fixtures & Fittings£	Total£
Cost
As at 1 December 2023			-	-
Additions			8,243	8,243
Exchange difference			95	95
Balance as at 30 November 2024			8,337	8,337
Depreciation
As at 1 December 2023
Charge for the year			(137)	(137)
Balance as at 30 November 2024			(137)	(137)
Net book value
As at 1 December 2023			-	-
As at 30 November 2024			8,200	8,200

11. Non-current asset investments

Cost or valuation			Total£
At 1 December 2022			264,700
Fair value adjustment			(244,915)
At 30 November 2023			19,785
Fair value adjustment			(156)
At 30 November 2024			19,629
Carrying amount
At 30 November 2024			19,629
At 30 November 2023			19,785

Gains on investments held at fair value through profit or loss		2024£	2023£
Fair value loss on investments		(156)	(244,915)

All non-listed investments have been classified as non-current assets.

At 30 November 2024, the non-current investments included unlisted shares with a fair value of £19,629. The unlisted shares are measured at cost less impairment, using a foreign exchange rate of USD to GBP 1.2736, as at the year-end date. 

12. Current asset investments

Cost			Total£
At 1 December 2022			2,221,952
Disposal of investments			(208,938)
Purchase of investments			19,109
Fair value adjustment			(604,989)
At 30 November 2023			1,427,134

At 1 December 2023			1,427,134
Fair value adjustment			(1,268,801)
At 30 November 2024			158,333

Carrying amount
At 30 November 2024			158,333
At 30 November 2023			1,427,134

Gains on investments held at fair value through profit or loss		2024£	2023£
Fair value (loss) / profit on investments		(1,268,801)	(604,989)
Realised gain on disposal of investments		-	(104,456)

All listed investments have been classified as current assets.

Further information on each investment can be found in the Director’s Statement on page 4.

13. Trade and other receivables

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Prepayments	21,982	5,659	21,982	5,659
	21,982	5,659	21,982	5,659

14. Trade and other payables

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Trade payables	20,032	1,594	20,032	1,594
Other creditors	1,213	1,213	1,213	1,213
Accruals	23,375	20,800	23,375	20,800
	44,620	23,607	44,620	23,607

15. Share Capital

Movements in ordinary share capital are summarised below:

	Number of Ordinary Shares of 0.01p	Number of Deferred Shares of 14.99p	Nominal value£
As at 1 December 2022	210,556,549	8,053,724	1,228,309
Issue of equity	-	-	-
As at 30 November 2023	210,556,549	8,053,724	1,228,309
Issue of equity	214,883,400	-	21,488
As at 30 November 2024	425,439,949	8,053,724	1,249,797

Ordinary Shares:

The shares have attached to them full voting, dividend and capital distribution (including winding up) rights; they do not confer any rights of redemption.

Deferred Shares:

The holders of deferred shares shall not be entitled to receive any dividend or distribution and only be entitled to any replacement of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary Share held by them.

Directors placing at acquisition of subsidiaries

The directors acquired a total of 4,883,400 ordinary shares in the Company on the acquisition of Quantum Hydrogen, Inc. by foregoing directors’ fees that were being accrue and owed to them.

15.          Reserves

The Company’s reserves are as follows:

• The share premium represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
• Other reserves arise from the requirement to value share options and warrants in existence at the grant date (see Note 16).
• Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
• Translations of currency arises in the process of converting the subsidiaries base currency to the Company’s functional currency.

16.          Share options and warrants

The Company occasionally issues share options and warrants to Directors and service providers/officers of the Company. They are settled in equity once exercised. Details of the number of shares options and warrants and the weighted average exercise price (WAEP) outstanding during the year are as follows:

During the year, the Company recognised a total share-based payment expense of £450,917 (2023: £Nil). The fair value of options and warrants granted is calculated using a Black-Scholes pricing model. The model is internationally recognised. The total number of options outstanding at 30 November 2024 were nil (2023: 5,000,000) and the number of warrants outstanding as at 30 November 2024 were 72,500,000 (2023: nil).

The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options and warrants were granted.  The following table lists the inputs to the model.

Grant date	14 October 2024
Exercise price (pence)	0.02
Number of warrants	70,000,000
Volatility	86.8%
Risk free interest (%)	4.231%
Dividend yield	0.0%
Time to expiration at date of grant (i.e. life of warrants) in years	2

Grant date	14 October 2024
Exercise price (pence)	0.02
Number of warrants	2,500,000
Volatility	86.8%
Risk free interest (%)	3.481%
Dividend yield	0.0%
Time to expiration at date of grant (i.e. life of warrants) in years	5

Name of grantee	Expiry date	Exercise price	Outstanding as at 1 December 2023	Lapsed during the year	Outstanding as at 30 November 2024
Broker Warrants	4 June 2024	0.025p	5,000,000	(5,000,000)	-
Placee 2024 warrants	13 October 2026	£0.015	-	-	70,000,000
Steve Xerri Incentivisation	13 October 2029	£0.015	-	-	2,500,000
			5,000,000	(5,000,000)	72,500,000

17.          Subsidiary Undertakings

The parent company holds the share capital (both directly and indirectly) of the following companies:

Subsidiary	Country of registration / incorporation	Class	Shares Held %
Quantum Hydrogen, Inc.	Houston, TX, USA	Ordinary	1,000,000
Mesabi Hydrogen, Inc.	Minnesota, USA	Ordinary	1

18.          Financial instruments

The Board of Directors attribute great importance to professional risk management, proper understanding and negotiation of appropriate terms and conditions and active monitoring, including a thorough analysis of reports and consolidated financial statements and ongoing review of investments made.

The Group has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Board of Directors review and agrees policies for managing the risks as summarised below.

The Group have exposures to the following risks from financial instruments:

• Credit risk
• Liquidity risk
• Market risk
• Price risk

The Group’s overall risk management process focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.  The Group has no interest rate derivative financial instruments (2023: none).

The carrying values of the Group’s financial assets and liabilities are summarised by category below:

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Financial assets
Measured at fair value through profit and loss
Current asset listed investments (see Note 11)	158,333	1,427,134	158,333	1,427,134
Cash and cash equivalents	1,587,903	1,101,259	1,563,612	1,101,259
Trade and other receivables	21,982	5,659	21,982	5,659

18.          Financial instruments (continued)…

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Measured at cost less impairment
Non-current asset investments (see Note 10)	19,629	19,785	19,629	19,785

Financial liabilities
Measured at amortised cost
Trade and other payables	40,620	23,607	44,620	23,607

The Group’s gains and losses in respect of financial instruments are summarised below:

GROUP

COMPANY

	2024£	2023£	2024£	2023£
Fair value gains and losses
On listed investments measured at fair value through profit and loss	(1,268,956)	(849,904)	(1,268,956)	(849,904)

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is subject to credit risk on its investments and cash.

In accordance with the Group’s policy, the Board of Directors monitors the Group’s exposure to credit risk on an ongoing basis. The credit quality of the investments in equities, which are held at fair value, is based on the financial performance of the individual investments and they are not rated.

The Group only deposits its cash with major banking institutions. The risk is therefore considered to be limited.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 30 days. The majority of the investments held by the Group are quoted and not subject to specific restrictions on transferability or disposal. However, the risk exists that the Group might not be able to readily dispose of its holdings in such markets at the time of its choosing and also that the price attained on a disposal may be below the amount at which such investments were included in the Group’s balance sheet.

18.          Financial instruments (continued)…

Market risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates and interest rates will affect the Group‘s income or the value of its holdings of financial instruments. The Group’s sensitivity to these items is set out below.

Price risk

The Group’s management of price risk, which arises primarily from quoted and unquoted equity instruments, is through the selection of financial assets within specified limits as approved by the Board of Directors.

For quoted equity securities, the market risk variable is deemed to be the market price itself. A 10% change in the price of those investments would have a direct impact on the statement of comprehensive income and statement of financial position.  At 30 November 2024, the effect of such a change in market price would have been approximately £15,833 (2023: £142,713).

19.          Related party transactions

The Group incurred director’s fees of £32,820 (2023: £923) to Steven Xerri, an executive director, who is also a substantial shareholder, in relation to services rendered. Service fees are non-interest bearing, unsecured and payable in cash upon demand. Of these £32,820 director’s fees, £18,120 were non-cash and exchanged for shares.

20.          Acquisition of subsidiaries

On 15 October 2024, the company acquired control of Quantum Hydrogen, Inc and its subsidiary (the “Target Group”) through the purchase of 100% of the share capital for total consideration of 140,000,000 shares. Quantum Hydrogen, Inc was founded in 2023 and focuses on the exploration of natural and white hydrogen. Quantum Hydrogen, Inc has its registered office in Houston, Texas, USA.

The acquisition has been accounted for as an acquisition of an asset and liabilities of Target Group, as Target Group has no operation. As such this does not constitute a business and accordingly the acquisition of Target Group has not been treated as a business combination for accounting purposes.

The following table summarises the consideration paid by the group, the fair value of assets acquired, liabilities assumed at the acquisition date.

Consideration at 15 October 2024

Total consideration equity instruments (140,000,000 ordinary shares)	GBP £2,100,000
For cash flow disclosure purposes the amounts are disclosed as follows:
Cash and cash equivalents acquired	GBP £234

20.          Acquisition of subsidiaries (continued)…

Recognised amounts of identifiable assets acquired and liabilities assumed:

	Book value and Fair value
	GBP £
Intangible assets	163,432
Cash	234
Total identifiable net assets	163,666
Exploration and valuation expense	1,936,334
Total consideration	2,100,000

21.          Ultimate controlling entity

There was no single controlling party as at 30 November 2024.

22.          Post balance sheet events

On 8 January 2025 it was announced that Robin Birchall has been appointed Chief Executive Officer with immediate effect. Mr Birchall will be awarded with options equal to 2% of the current issued share capital in the Company, equating to approximately 8,508,000 options over ordinary shares in the event there is admission to AIM or other Recognised Investment Exchange, together with a payment which will be used to subscribe to a further 4,254,400 ordinary shares, equal to 1% of the current share capital.

On 15 January 2025 the Company disposed of their full investment in WeCap @ £0.01 per share. The realised loss on the disposal of the shares was £528 and a fair revaluation of £65. On this date the Company also disposed of its investment in Evrima for the total number of 500,000 shares at £0.009 each share. The realised loss on the disposal of the Evirma investment was £2,750 and a small fair revaluation of £63. In total the Company received cash of £15,050, less brokerage fees, for the disposition of both shareholdings.

On 19 February 2025 Max Denning was appointed to the Board of Directors, replacing Steve Xerri who resigned, giving three months’ notice of resignation. Mr Xerri will leave the Board on 19 May 2025. Mr Denning will be rewarded with options equal to 1% of the current issued share capital in the Company, equating to approximately 4,254,400 options over ordinary shares in the event there is admission to AIM or other Recognised Investment Exchange, together with a payment which will be used to subscribe to a further 2,127,200 ordinary shares, equal to 0.5% of the current share capital.