ECR MINERALS
plc
("ECR Minerals" or the
"Company")
Audited Financial Results
for Year Ended 30 September 2023
Annual
Report
ECR
Minerals plc is pleased to announce its audited financial
statements for the twelve months ended 30 September
2023 ("FY
2023").
Copies of the Annual Report and
Accounts for FY2023 with the notice of annual general meeting have
been posted to shareholders and are available on the Company's
recently updated website at https://www.ecrminerals.com.
The Company intends to hold its
annual general meeting at 11 am on Tuesday April
23rd 2024 at Hurlingham Studios, Ranelagh
Gardens, London SW6 3PA.
Below is an extract from comments
made by Chairman Nick Tulloch in the Annual Report for the year
ending 30 September 2023:
"Despite the challenges thrown at ECR during 2023, we have
significantly advanced the value of our assets across the group
and, hopefully, as shareholders will observe, our pace of activity
has accelerated into 2024. We have made a conscious effort to
re-energise our investment case and activity levels are high - and
reflected in increasing trading volumes on the stock exchange - so
we believe that we have much to look forward to in the coming
year.
It is important to me, and my fellow directors, that our
Board is now fully aligned with shareholders through our salary
sacrifice and I very much look forward to participating with you
all as we aim to deliver transformative value to our shareholders
in the coming year.
Finally, my thanks to our shareholders for supporting us. I
hope we can offer you further cause for optimism as we seek to
streamline operations and costs, while adding value to ECR's key
assets going forward. I look forward to reporting back to you with
further progress."
Nick Tulloch
Chairman
Financial Summary for Year Ending 30 September
2023
For the year to 30 September 2023,
the Group recorded a total comprehensive loss attributable to
shareholders of the Company of £2,132,769, compared with £2,272,658
for the year to 30 September 2022. The largest contributor to the
total comprehensive loss was the administrative
expenses.
The Group's net assets as at 30
September 2023 were £5,012,403 in comparison with £5,849,084 at 30
September 2022.
See below for detailed financial
statements
Market Abuse Regulations (EU) No. 596/2014
This announcement contains inside information for the
purposes of Article 7 of the UK version of Regulation
(EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended
("MAR"). Upon the publication of this announcement via
a Regulatory Information Service, this inside information is
now considered to be in the public domain.
FOR FURTHER INFORMATION, PLEASE CONTACT:
ECR Minerals
plc
|
|
Tel: +44 (0) 20 7929 1010
|
|
Nick Tulloch, Chairman
Andrew Scott, Director
|
|
|
|
|
|
|
|
Email:
info@ecrminerals.com
|
|
|
|
Website:
www.ecrminerals.com
|
|
|
|
|
|
|
|
WH Ireland
Ltd
|
|
Tel: +44 (0) 207 220 1666
|
|
Nominated Adviser
Katy Mitchell / Andrew de Andrade
|
|
|
|
|
|
|
|
Axis Capital
Markets Limited
|
|
Tel: +44 (0) 203 026
0320
|
|
Broker
|
|
|
|
Ben Tadd/Lewis Jones
|
|
|
|
|
|
|
|
SI Capital
Ltd
|
|
Tel: +44 (0) 1483 413500
|
|
Broker
|
|
|
|
Nick Emerson
|
|
|
|
|
|
|
|
Novum
Securities Limited
|
|
Tel: +44 (0) 20 7399 9425
|
|
Broker
Jon Belliss
|
|
|
|
|
|
|
|
Brand
Communications
|
|
Tel: +44 (0) 7976 431608
|
|
Public & Investor
Relations
|
|
|
|
Alan Green
|
|
|
|
|
|
|
| |
ABOUT ECR
MINERALS PLC
ECR Minerals is a mineral exploration and
development company. ECR's wholly owned Australian subsidiary
Mercator Gold Australia Pty Ltd ("MGA") has 100% ownership of the
Bailieston and Creswick gold projects in central Victoria,
Australia, has six licence applications outstanding which includes
one licence application lodged in eastern Victoria (Tambo gold
project).
ECR also owns 100% of an Australian subsidiary
LUX Exploration Pty Ltd ("LUX") which has three approved
exploration permits covering 946 km2 over a relatively unexplored
area in Lolworth Range, Queensland, Australia. The Company has also
submitted a license application at Kondaparinga which is
approximately 120km2 in area and located within
the Hodgkinson Gold Province, 80km NW of Mareeba, North
Queensland.
Following the sale of the Avoca, Moormbool and
Timor gold projects in Victoria, Australia to Fosterville South
Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the
Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), MGA
has the right to receive up to A$2 million in payments subject to
future resource estimation or production from projects sold to
Fosterville South Exploration Limited. MGA also has
approximately A$75 million of unutilised tax losses incurred during
previous operations.
ECR holds a 90% interest in the Danglay gold
project in the Philippines and a royalty on the SLM gold project in
La Rioja Province, Argentina which could potentially receive up to
US$2.7 million in aggregate across all licences.
ECR Minerals plc | Annual Report
2023
CHAIRMAN'S REVIEW For the period ended 30 September
2023
It feels a little curious to be
reporting on ECR's performance in the year to 30 September 2023
when I spent slightly over two weeks in the role in the period but,
as you would expect any new management team to do, Mike Whitlow, as
COO, and I undertook some intensive learning and examination of
ECR's assets and business on our appointment and I hope the
decisions we have made and initiatives we have undertaken since
resonate well with shareholders.
Firstly, I would like to express
my appreciation to David Tang, our former Chairman, who led ECR
through a very challenging period with great diligence and
commitment. I was honoured that he asked me to take over as
Chairman two months ago and I thank him for all he has done for ECR
so far. I am particularly pleased that we will continue to benefit
from his wise counsel and detailed knowledge of our operations in
his ongoing role on our board of directors. I would also like to
recognise the work that Andrew Haythorpe undertook during his
tenure as CEO in developing ECR's portfolio of assets. Against a
backdrop of exceptionally challenging markets, the progress made on
the ground has not been reflected in our market valuation and share
price but Mike and I would contend that it is a matter of when and
not if that this will be corrected - and perhaps this is beginning
to become apparent over the past six months since our
appointment.
With a small market
capitalisation, it is easy for investors to overlook the potential
in our portfolio. I have been saying since I joined that the
Company had somewhat lost its connection with investors and one of
our first tasks is to rebuild that. I hope, with the efforts we
have made in the past five months, that is starting to show
through. It was important to me and Mike that we demonstrated our
conviction to shareholders and consequently we proposed to the
board a remuneration scheme for each of us that is almost 90
percent. based in ECR shares and, furthermore, that those share
issues are linked to performance. We were flattered to be
immediately joined in this concept by all other members of the
board through their salary sacrifice schemes and cancellation of
54,000,000 historical share options. The salary sacrifice scheme
has already been extended twice. Together, and with this now clear
alignment of the board with shareholders, we hope to build further
value to ECR's assets in the coming year.
Mike and I both keep an eye on
bulletin boards and other investor commentary. Following from what
I said above, we can't build a connection with investors if we
don't know what they are thinking. Opinions and comments are
diverse as you would expect but my stand-out favourite, made not
long after our appointment, was to nickname us "Ant and Dec". Quite
whether the author meant it this way, I am not sure, but I enjoyed
it as an apt description. We joined the company together as a
double act and investors who know us will see that we have very
different skillsets and experience but we both share a common
desire to grow the Company in the public markets. Perhaps like our
more famous celebrity comparison, we work closely together,
speaking several times most days as we develop initiatives to
"entertain" investors and develop ECR.
In contrast to ECR's share price,
spot gold recovered sharply in March 2023, and despite dipping in
October 2023, the yellow metal has risen strongly since then,
remaining above the important US$2,000/ oz benchmark for much of
the past five months. Despite gold's safe haven status in a
turbulent and difficult world, the sharp rise in interest rates
over the year to combat high inflation rates have weighed heavily
on markets and sentiment, resulting in the widely discussed
disconnect between the gold price and junior explorers. Although
this highly uncertain macro picture could yet continue, market
commentators are speculating that falling inflation may lead to
falls in interest rates early in 2024. If this happens, junior
explorers, including ECR, may find themselves back in
favour.
When I took the helm in September
2023, along with Mike, we conducted a detailed asset overview and
evaluation. It was of no surprise to us that we believe that ECR
has a number of high quality assets, and the work that our Chief
Geologist Adam Jones and the field team have undertaken,
particularly at our Queensland projects over this year have
delivered a tangible increase both in our understanding of the
terrain and the value of the licences. What follows is a project by
project assessment to date.
QUEENSLAND
Lolworth Project
Our primary focus during 2023 has
been the development of our Queensland assets, and in particular
the gold and battery metals assets that field work has revealed at
our exploration licences EPM 27901, EPM 27902 and EPM 27903 at the
Lolworth Range area in Northern Queensland. The Lolworth Range area
in North Queensland has been closely monitored by ECR's Chief
Geologist Adam Jones for many years and is considered highly
prospective for gold. An extensive fieldwork campaign of soil
sampling and rock chips has already been successfully completed by
our geological team led by Adam Jones, and the team are now focused
on identifying areas of high potential to help delineate a series
of future high-priority zones and drill targets. Soil sampling and
rock chip results already in from Reedy Creek, Gorge Creek and
Woolshed Creek (announced at the end of the period in question)
continue to extend the region's gold prospectivity, and post period
end results from Gorge Creek are increasingly highlighting Lolworth
as a bona fide exploration opportunity. Already there are
indications that a much larger system may be in situ than has been
mapped at present. The next steps for Lolworth are trenching at
Flaggy Creek and Reedy Creek. We intend to trench across various
outcrops and follow up with reverse circulation drilling. We will
also undertake further reconnaissance for niobium and gold in
streams over the eastern tenements where geological mapping
suggests the presence of pegmatite intrusion that covers
approximately 45 square kilometres.
Hurricane Project and Kondaparinga
License ECR was granted a conditional option to acquire the entire
issued share capital of Placer Gold Pty Ltd, the beneficial holder
of three granted mining tenements (EPM 27518, EPM 25855 and EPM
19437) located in North East Queensland, together known as the
Hurricane Project. An extensive campaign of field work was
undertaken by Adam Jones and the field team over the summer months,
and while rock chip sampling confirmed the area was prospective for
gold and antimony, the Board decided that the terms of the
acquisition did not represent good value for ECR shareholders. I
would emphasise here that none of this is meant to imply that there
is not value in Hurricane - we simply felt the value was not
representative of the proposed cost. However, work done by Adam
Jones and Andrew Haythorpe did reveal to us several opportunities
in the location.
We took the decision to terminate
the proposed Hurricane acquisition in October 2023 and shortly
ahead of that applied for EPM 28910 at Kondaparinga. This area is
situated close to the original geological features that first
bought Hurricane to the attention of our board and field team.
Significantly, it is also twice the size of Hurricane.
Blue Mountain Project
In April 2023, ECR announced the
conditional acquisition of the Blue Mountain project, which
consists of exploration permits EPM 27175 and EPM 27183 and
includes the Denny Gully Gold project, situated south west of
Gladstone port and south east of Biloela, the small regional
pastoral-agricultural-coal mining centre in Queensland. No work has
yet been undertaken at Blue Mountain, and a decision on whether or
not to progress this project will be taken during 2024.
VICTORIA
ECR's operational hub remains in
Bendigo, in Victoria, Australia, and from here our field and drill
team have continued to progress our projects at Creswick and
Bailieston.
Creswick
Historically, a considerable
amount of investor interest has centred on our Creswick project,
where ECR owns licence tenements EL006184, EL006907 and EL006713
and a property at Springmount. There is good reason for this
interest. Creswick sits in an impressive "postcode" with numerous
historic production sites in the vicinity and, more recently,
growing interest again in Victoria as a gold producing region.
Creswick is in effect a continuous land package from the
Springmount property south through to the outskirts of Ballarat,
while licence EL006907 also links Creswick to the Ballarat
East-Nerrina Goldfields.
Following the re-assay of the
Creswick diamond drill core, Adam Jones and the field team returned
to conduct further fieldwork and identified a potential new
parallel gold system to the south-east of the Springmount property
within the Dimocks Main Shale. Several prospects in this area
demonstrated considerable potential through positive soil and rock
chip sampling results. In addition, 10 short holes were drilled at
Spring Hill Reef, adjacent to the Springmount property and the 2019
reverse circulation drill holes. Ultimately, the drill results at
that time were disappointing, and coupled with the challenging
markets, the Board at the time took the decision to temporarily
suspend further work on Creswick and focus resources on its
Queensland assets. Since that date, and after the year end, we have
returned to drill at Creswick, this time at Davey Road and Kuboid
Hill.
Whilst we are currently awaiting
results from Kuboid Hill, bulk sample testing at Davey Road
indicated both extensive prevalence and pleasing grades of gold
with the best result being 41.03 g/ t Au over 1 metre thereby
vindicating our decision to re-examine our Creswick
assets.
Bailieston
The extensive field work and
drilling undertaken at the Bailieston property in previous years
maintains this asset as one of our most prominent. The final phase
of an ongoing drilling campaign in Spring 2023 at the Blue Moon
prospect resulted in some promising gold grades following on from
the historic drill holes from the 2019 RC drill programme. The
unusual geology at Blue Moon gave some indication of an extended
grade trend but unfortunately did not expand at depth and hopes for
an extended grade trend failed to materialise. Unable to confirm
any potential for an immediate commercial discovery, and faced with
little support in the markets at that time, the Board took the
decision to suspend activities and focus resources on its
Queensland assets.
Following the year end the Board
has noted the 'spectacular' results announced by ASX listed
Southern Cross Gold at its Sunday Creek project sited to the south
of ECR's Bailieston assets as well as a general increase in
activity across the Victoria gold mining regions. We will commence
a stream sampling programme at Baileston in the current financial
year. Separately, ECR also received A$609,091 funds from the
disposal of the Bailieston property at Nagambie-Rushworth
Road.
Tambo
ECR's exploration licences in
eastern Victoria covering the Tambo River and Swifts Creek region
were granted in December 2021. We have previously recorded 22g/t
gold in rock chips with silver and bismuth credits and expect to
commence reverse circulation drilling at Tambo in the coming
year.
OTHER ASSETS
Danglay Gold Project, Philippines
In February 2023, an intercompany
loan of 28,354,525 pesos (approximately £420,800) owed to ECR by
Cordillera Tiger Gold Resources Inc (" Cordillera Tiger"), the
owner of Exploration Licence EP-006 at the Danglay Gold Project,
Northern Philippines was satisfied by the issue of 6,666,667 new
ordinary shares in that company. As a result, ECR now owns 90 per
cent. of Cordillera's issued share capital.
However, during the period, the
Group has reassessed its involvement in the Philippines in
accordance with IFRS 10's definition and guidance on control. As a
result of the officers and directors of Cordillera Tiger not acting
in accordance with the Group's instructions, the Group has
concluded that it has no significant influence and no outright
control in making its judgement in respect of its Philippines
assets. The Board have considered the Group's voting rights, the
relative size and dispersion of the voting rights held by other
shareholders and the recent inactivity by those shareholders.
Recent experience demonstrates that enough of the smaller
shareholders, who are also directors of the Philippines company,
have operated in such a way that has prevented the Group from
having the practical ability to direct and gain access to financial
and other information that is pertinent to running that company.
With our focus very much on Australia, we continue to explore
options to crystallise value here.
Avoca and Timor Exploration Licence
Royalties
In April 2020, the Group's
subsidiary Mercator Gold Australia Pty Ltd entered into an
agreement for the sale of Avoca and Timor exploration licences
EL5387, EL006280, EL006913 and EL006278 in Victoria to Currawong
Resources Pty Ltd, a wholly owned subsidiary of Fosterville South
Exploration Ltd. A cash payment of US$500,000 was received at the
time and ECR continues to be entitled to:
1. A further payment of A$1
for every ounce of gold or gold equivalent of measured resource,
indicated resource or inferred resource estimated within the area
of one or more of the licences in any combination or aggregation of
the foregoing, up to a maximum of A$1,000,000 in aggregate;
and
2. A further payment of A$1
for every ounce of gold or gold equivalent produced from within the
area of one or more of the licences, up to a maximum of A$1,000,000
in aggregate. No payments under the Avoca and Timor exploration
licence royalties were received in the year.
SLM Gold Project Royalties
In February 2020, the Company sold
its wholly owned Argentine subsidiary, Ochre Mining SA, which holds
the SLM gold project in La Rioja, Argentina. The sale allows ECR to
focus on its core gold exploration activities in Australia. The
purchaser, Hanaq Argentina SA ("Hanaq"), was a Chinese-owned
company engaged in lithium, base and precious metals exploration in
north-west Argentina including Salta, Jujuy and La Rioja, with a
highly experienced management team. ECR retains an NSR royalty of
up to 2 per cent. to a maximum of US$2.7 million in respect of
future production from the SLM gold project, owned by Hanaq. The
Directors believe that Hanaq has the operational capabilities and
access to investment capital necessary to put the SLM project into
production, subject to the usual prerequisites such as further
exploration and feasibility studies being successfully completed
(if deemed necessary by Hanaq) and to the necessary permits for
production being obtained. No payments under the SLM gold project
royalties were received in the year.
Exploration Licence Overview and Summary
At the end of the financial year,
ECR held eight active exploration licences in Victoria. There are
three granted mineral exploration licences at Creswick (EL006184,
EL006907 and EL006713), and four granted exploration licences
EL5433, EK006911, EL006912 and EL007296 at Bailieston. At Tambo ECR
owns the exploration licence EL007484 covering Swifts Creek and the
Tambo River.
ECR holds three exploration
licences (EPM 27901, EPM 27902 and EPM 27903) in the Lolworth area,
North Queensland and has applied for licence EPM 28910 at
Kondaparinga also in North Queensland. In November 2020, ECR lodged
exploration licence application EL007537 for an area which
surrounds mining licences M IN5396 and M IN4847. These mining
licences, which are not held by ECR, contain the operating Ballarat
gold mine. The area of EL007537 includes the southern extension of
the Dimocks Main Shale, which is the principal target of
exploration at the Creswick gold project located a short distance
to the north, the northern extension of the Ballarat East line and
the depth extensions of the Ballarat West line. EL007537 is in a
competitive bid with three other applicants.
Asset Review
As the Group is not generating
revenue from operations, the Directors consider that profit and
loss is a metric of less utility than in many other businesses. For
the year to 30 September 2023 the Group recorded a total
comprehensive loss of £1,772,670 compared with £2,614,873 for the
year to 30 September 2022. This is reflected principally in the
impairment of investment held in Cordillera Tiger and
administrative expenses. The Group's net assets at 30 September
2023 were £5,012,403 in comparison with £5,849,083 at 30 September
2022.
In maintaining intensive drilling
campaigns and exploration activities, ECR's capital position has
reduced during the year. However, the Company raised £900,000
before expenses in December 2022, and following the board
restructuring, a further conditional fundraise of £580,000 was
executed just prior to the year end from high net worth individuals
and institutional investors without payment of commissions. In
October 2023, a cross-board salary sacrifice scheme in lieu of
shares was agreed to further save cash. To date, the Board has
sacrificed £80,000 of salary in return for 22,857,142 new ordinary
shares at a price of 0.175 pence issued in December 2023 and a
further issue of new ordinary shares to be made at the end of
March. Following the year end, Director options over 54 million
options were cancelled on 20 October 2023 as part of our efforts to
fully align with shareholders amid the challenging market
conditions. Furthermore a placing to raise £585,000 at 0.3 pence
per ordinary share was announced earlier this month with settlement
scheduled for 8 April 2024. This fundraising is a significant
achievement for ECR, coming at a more than 70 per cent. premium to
our raise in September 2023. Importantly, we are now fully funded
for our 2024 exploration programme.
Since my arrival in September
2023, we have introduced additional measures to preserve cash going
forward. Most recently, and after the year end, we successfully
sold a drilling rig and an excavator for a combined consideration
of A$420,000 (with payments for the rig being spread over nine
months),
ECR also owns a property at
Brewing Lane, Springmount (within the Creswick licence area), on
which the Group is in the process of obtaining planning permission
for a residential house pending putting the property up for sale.
For a modest outlay, we believe that, with planning permission, the
land value should increase and, equally importantly, so will the
likely audience of buyers.
Despite the challenges thrown at
ECR during 2023, we have significantly advanced the value of our
assets across the group and, hopefully, as shareholders will
observe, our pace of activity has accelerated into 2024. We have
made a conscious effort to re-energise our investment case and
activity levels are high - and reflected in increasing trading
volumes on the stock exchange - so we believe that we have much to
look forward to in the coming year. It is important to me, and my
fellow directors, that our Board is now fully aligned with
shareholders through our salary sacrifice and I very much look
forward to participating with you all as we aim to deliver
transformative value to our shareholders in the coming
year.
Finally, my thanks to our
shareholders for supporting us. I hope we can offer you further
cause for optimism as we seek to streamline operations and costs,
while adding value to ECR's key assets going forward. I look
forward to reporting back to you with further progress.
Nick Tulloch
Chairman
31 March 2024
Financial Statements:
|
Year ended
|
Year ended
|
30 September 2023
|
30 September 2022
|
|
Note
|
£
|
£
|
|
|
|
|
Continuing operations
|
|
|
|
Other administrative expenses
|
|
(1,320,357)
|
(1,214,398)
|
Impairment of intangible assets
|
|
-
|
(1,576,822)
|
Loss on other current assets
|
|
(149,282)
|
(18,991)
|
Disposal of assets
|
|
(4,233)
|
-
|
Impairment of investments
|
|
(112,928)
|
|
Share based payment
|
|
(156,380)
|
-
|
Currency exchange differences
|
|
(6,049)
|
27,173
|
Total administrative
expenses
|
|
(1,749,229)
|
(2,783,038)
|
Operating
loss
|
3
|
(1,749,229)
|
(2,783,038)
|
|
|
|
|
Assets held at fair value through profit and
loss
|
|
(34,695)
|
16,510
|
|
|
(1,783,924)
|
(2,766,528)
|
Financial income
|
7
|
3,111
|
651
|
Other income
|
|
8,142
|
151,004
|
Finance income and
costs
|
|
11,253
|
151,655
|
Loss for the year before
taxation
|
|
(1,772,670)
|
(2,614,873)
|
Income tax
|
5
|
-
|
-
|
Loss for the year from
continuing operations
|
|
(1,772,670)
|
(2,614,873)
|
Loss for the year - all
attributable to owners of the parent
|
|
(1,772,670)
|
(2,614,873)
|
Earnings per share - basic
and diluted
On continuing operations
|
4
|
(0.15)p
|
(0.25)p
|
The period to which this consolidate statement
of comprehensive income applies was the 12-month period from 1
October 2022 to 30 September 2023.
There was no other comprehensive income in the
period. All activities relate to continuing
operations.
The notes on pages 59 to 82 are an integral part
of these financial statements.
|
Year ended
|
Year ended
|
30 September 2023
|
30 September 2022
|
£
|
£
|
Loss for the year
|
(1,772,670)
|
(2,614,873)
|
Items that may be reclassified subsequently to profit or
loss
|
|
|
(Loss)/gain on exchange translation
|
(360,099)
|
342,215
|
Other comprehensive gain for the year
|
(360,099)
|
342,215
|
Total comprehensive loss for the year
|
(2,132,769)
|
(2,272,658)
|
The notes on pages 59 to 82 are an integral part
of these financial statements.
|
|
Group
|
Company
|
|
|
30 September
|
30
September
|
30 September
|
30
September
|
Note
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Assets
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
Property, plant and equipment
|
8
|
567,672
|
1,188,192
|
7,297
|
7,849
|
Investments in subsidiaries
|
9
|
-
|
-
|
1
|
22,543
|
Intangible assets
|
10
|
4,420,597
|
3,760,919
|
347,984
|
147,985
|
Other receivables
|
11
|
-
|
-
|
4,005,390
|
5,792,859
|
|
|
4,988,269
|
4,949,111
|
4,360,672
|
5,971,236
|
Current
assets
|
|
|
|
|
|
Trade and other receivables
|
11
|
85,383
|
148,043
|
1,065,853
|
1,037,568
|
Inventory
|
|
-
|
70,641
|
-
|
-
|
Financial assets at fair value through profit
or loss
|
9
|
10,390
|
45,084
|
10,390
|
45,084
|
Cash and cash equivalents
|
12
|
82,462
|
842,889
|
6,589
|
233,106
|
|
|
178,235
|
1,106,657
|
1,082,832
|
1,315,758
|
Total
assets
|
|
5,166,504
|
6,055,768
|
5,443,504
|
7,286,944
|
Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
14
|
154,101
|
206,684
|
101,042
|
135,925
|
Total
liabilities
|
|
154,101
|
206,684
|
101,042
|
135,954
|
Net
assets
|
|
5,012,403
|
5,849,084
|
5,342,462
|
7,151,069
|
Equity
attributable to owners of the parent
|
|
|
|
|
|
Share capital
|
13
|
11,292,415
|
11,290,980
|
11,292,415
|
11,290,980
|
Share premium
|
13
|
54,195,398
|
53,057,125
|
54,195,398
|
53,057,125
|
Exchange reserve
|
|
566,114
|
926,213
|
-
|
-
|
Other reserves
|
|
597,086
|
440,706
|
597,086
|
440,706
|
Retained losses
|
|
(61,638,610)
|
(59,865,940)
|
(60,742,437)
|
(57,637,742)
|
Total
equity
|
|
5,012,403
|
5,849,084
|
5,342,462
|
7,151,069
|
The Company has elected to take the exemption
under section 408 of the Companies Act 2006 from presenting the
parent company profit and loss account. The loss for the parent
company for the year was £3,104,695 (2022: £2,263,395
loss).
The notes on pages 59 to 82 are an integral
part of these financial statements. The financial statements were
approved and authorised for issue by the Directors on 31 March 2024
and were signed on its behalf by:
Weili (David) Tang
Nick
Tulloch
|
Share
capital
|
Share
premium
|
Exchange
reserve
|
Other
reserves
|
Retained
reserves
|
Total
|
(Note 13)
|
(Note 13)
|
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance at 30
September 2021
|
11,290,483
|
52,593,562
|
583,998
|
440,706
|
(57,251,067)
|
7,657,683
|
Loss for the year
|
-
|
-
|
-
|
-
|
(2,614,873)
|
(2,614,873)
|
Gain on exchange translation
|
-
|
-
|
342,215
|
-
|
-
|
342,215
|
Total comprehensive loss
|
-
|
-
|
342,215
|
-
|
(2,614,873)
|
(2,272,658)
|
Shares issued
|
497
|
463,563
|
-
|
-
|
-
|
464,060
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
-
|
Total transactions with owners, recognised
directly in equity
|
497
|
463,563
|
-
|
-
|
-
|
464,060
|
Balance at 30 September 2022
|
11,290,980
|
53,057,125
|
926,213
|
440,706
|
(59,865,940)
|
5,848,084
|
Loss for the year
|
-
|
-
|
-
|
-
|
(1,772,670)
|
(1,772,670)
|
Loss on exchange translation
|
-
|
-
|
(360,099)
|
-
|
-
|
(360,099)
|
Total comprehensive loss
|
-
|
-
|
(360,099)
|
-
|
(1,772,670)
|
(2,132,769)
|
Shares issued
|
1,352
|
1,132,356
|
-
|
-
|
-
|
1,133,708
|
Share issue costs
|
-
|
(42,000)
|
-
|
-
|
-
|
(42,000)
|
Shares issued for services
|
83
|
47,917
|
-
|
-
|
-
|
48,000
|
Share based payment
|
-
|
-
|
-
|
156,380
|
-
|
156,380
|
Total transactions with owners, recognised
directly in equity
|
1,435
|
1,138,273
|
-
|
-
|
-
|
1,296,088
|
Balance at 30
September 2023
|
11,292,415
|
54,195,398
|
566,114
|
597,086
|
(61,638,610)
|
5,012,403
|
|
Share capital
|
Share premium
|
Other reserves
|
Retained reserves
|
Total
|
(Note 13)
|
(Note 13)
|
|
|
|
£
|
£
|
£
|
£
|
£
|
Balance at 30 September 2021
|
11,290,483
|
52,593,562
|
440,706
|
(55,386,253)
|
8,938,498
|
Loss for the year
|
-
|
-
|
-
|
(2,251,490)
|
(2,251,490)
|
Total comprehensive
expense
|
-
|
-
|
-
|
(2,251,490)
|
(2,251,490)
|
Shares issued
|
497
|
463,563
|
-
|
-
|
464,060
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
Total transactions with owners,
recognised directly in equity
|
497
|
463,563
|
-
|
-
|
464,060
|
Balance at 30 September 2022
|
11,290,980
|
53,057,125
|
440,706
|
(57,637,742)
|
7,151,069
|
Loss for the year
|
-
|
-
|
-
|
(3,104,695)
|
(3,104,695)
|
Total comprehensive
expense
|
-
|
-
|
-
|
(3,104,695)
|
(3,104,695)
|
Shares issued
|
1,352
|
1,132,356
|
-
|
-
|
1,133,708
|
Share issue costs
|
-
|
(42,000)
|
-
|
-
|
(42,000)
|
Shares issued for
services
|
83
|
47,917
|
-
|
-
|
48,000
|
Share based payments
|
-
|
-
|
156,380
|
-
|
156,380
|
Total transactions with owners,
recognised directly in equity
|
1,435
|
1,138,273
|
156,380
|
-
|
1,296,088
|
Balance at 30 September 2023
|
11,292,415
|
54,195,398
|
597,086
|
(60,742,437)
|
5,342,462
|
The accompanying notes on pages 59 to 82 form
part of these financial statements.
The following describes the nature and purpose
of each reserve within equity:
Reserve
|
Description and
purpose
|
Share capital
|
Amount subscribed for share capital at the
nominal value of £0.01 per ordinary share
|
Share premium
|
Amount subscribed for share capital in excess
of nominal value, net of share issue costs
|
Share based payments reserve
|
Amounts recognised for share-based payment
transactions including share options granted to employees and other
parties
|
Retained earnings / (loss)
|
Cumulative net gains and losses recognised in
the consolidated statement of comprehensive income
|
|
|
Group
|
Company
|
|
|
Year ended 30
September
|
Year ended 30
September
|
Year
ended
30
September
|
Year ended 30
September
|
Note
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Net cash used in operations
|
20
|
(1,183,552)
|
(918,135)
|
(869,282)
|
(733,226)
|
Investing activities
|
|
|
|
|
|
Purchase of property, plant &
equipment
|
8
|
(167,948)
|
(90,321)
|
(5,410)
|
(2,541)
|
Increase in exploration assets
|
10
|
(779,251)
|
(1,674,046)
|
-
|
(314,663)
|
Investment in subsidiary
|
|
-
|
-
|
-
|
(22,543)
|
Investment in available for sale
assets
|
|
-
|
(10,000)
|
-
|
(10,000)
|
Proceeds from sale of property, plant and
equipment
|
|
509,212
|
88,634
|
-
|
42,952
|
Loan to subsidiary
|
|
-
|
-
|
(210,931)
|
(659,033)
|
Interest income
|
7
|
3,112
|
651
|
1,106
|
265
|
Net cash used in investing activities
|
|
(434,875)
|
(1,685,082)
|
(215,235)
|
(965,563)
|
Financing activities
|
|
|
|
|
|
Proceeds from issue of share capital (net of
issue costs)
|
|
858,000
|
464,060
|
858,000
|
464,060
|
Net cash from financing activities
|
|
858,000
|
464,060
|
858,000
|
464,060
|
Net change in cash and cash equivalents
|
|
(760,427)
|
(2,139,157)
|
(226,517)
|
(1,234,729)
|
Cash and cash equivalents at beginning of the
year
|
|
842,889
|
2,982,046
|
233,106
|
1,467,835
|
Effect of change in foreign exchange rates
|
|
-
|
-
|
-
|
-
|
Cash and cash equivalents at end of the
year
|
12
|
84,462
|
842,889
|
6,589
|
233,106
|
Non-cash transactions:
Shares issued for exploration assets
Shares issued for services
|
|
199,999
81,709
|
|
|
|
The accompanying notes on pages 59 to 82 form
part of these financial statements.
Notes to the Financial Statements:
1.
GENERAL
INFORMATION
1.1
Group
The Company and the Group operated mineral
exploration and development projects. The Group's principal
interests are located in Australia and the Philippines.
The Company is a public limited company
incorporated and domiciled in England. The registered office of the
Company and its principal place of business is Office T3,
Hurlingham Studios, Ranelagh Gardens, London SW6 3PA. The Company
is quoted on the Alternative Investment Market (AIM) of the London
Stock Exchange.
1.2
Company income statement
The Company has taken advantage of Section 408
of the Companies Act 2006 and has not included its own profit and
loss account in these financial statements. The loss for the
financial period dealt with in the accounts of the Company amounted
to £3,104,695.
2.
PRINCIPAL ACCOUNTING
POLICIES
2.1
Overall considerations
The principal accounting policies that have
been used in the preparation of these consolidated financial
statements are set out below. The policies have been consistently
applied unless otherwise stated.
2.2 Basis of
preparation
The Consolidated Financial Statements of the
Group and Company have been prepared in accordance with UK-adopted
international accounting standards in conformity with the
requirements of the Companies Act 2006 and regulations made under
it. The Company Financial Statements have been prepared under
the historical cost convention. The principal accounting
policies are set out below and have, unless otherwise stated, been
applied consistently for all periods presented in these
Consolidated Financial Statements.
The financial statements are prepared in
pounds sterling and amounts are rounded to the nearest
thousand.
(i)
New and amended standards, and interpretations issued and effective
for the financial year beginning 1 October 2022
There were no new standards, amendments or
interpretations effective for the first time for periods beginning
on or after 1 October 2022 that had a material effect on the Group
or Company financial statements.
(ii)
New standards, amendments and interpretations in issue but not yet
effective
At the date of approval of these financial
statements, the following standards and interpretations which have
not been applied in these financial statements were in issue for
the period beginning 1 January 2023 but not yet
effective:
§ Amendments to IAS
1: Classifications of current or non-current liabilities (effective
1 January 2024);
§ Amendments to IAS
8: Accounting Policies, Changes to Accounting Estimates and Errors
(effective 1 January 2023);
§ Amendments to IAS
12: Income Taxes - Deferred Tax arising from a Single Transaction
(effective 1 January 2023).
§ Amendments to IAS
1: Presentation of Financial Statements and IFRS Practice Statement
2: Disclosure of Accounting Policies (effective 1 January
2023).
§ Amendments to IAS 8
Accounting policies, Changes in Accounting Estimates and Errors
-Definition of Accounting Estimates - effective 1 January
2023
§ Amendments to IAS
12 Deferred Tax Related to Assets and Liabilities arising from a
Single Transaction - effective 1 January 2023
The Directors do not expect that the adoption
of these standards will have a material impact on the financial
information of the Group or Company in future periods.
2.3 Basis
of consolidation
Where the Group has control over an investee,
it is classified as a subsidiary. The Group controls an investee if
all three of the following elements are present: power over the
investee, exposure to variable returns from the investee and the
ability of the investor to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of
control.
De-facto control exists in situations where
the Group has the practical ability to direct the relevant
activities of the investee without holding the majority of the
voting rights. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power over the entity.
The consolidated financial statements present
the results of the Group as if they formed a single entity.
Intercompany transactions and balances between group companies are
eliminated in full.
The consolidated financial statements
incorporate the financial statements of the Company and one of its
subsidiaries made up to 30 September 2023. Subsidiary undertakings
acquired during the period are recorded under the acquisition
method of accounting and their results consolidated from the date
of acquisition, being the date on which the Company obtains
control, and continue to be consolidated until the date such
control ceases.
The subsidiaries included are as
follows:
Mercator Gold Australia Pty Ltd
Lux Exploration Pty Ltd
Cordillera Tiger International Resources
Inc. (up to 19 June 2023 - see Note
10)
Warm Springs Renewable Energy
Corporation
Copper Flat Corporation (formerly New Mexico
Copper Corporation)
2.4
Going concern
The Financial Statements have been
prepared on the going concern basis and do not include the
adjustments that would result if the Group was unable to continue
as a going concern. The financial statements have been
prepared on a going concern basis which assumes that the
Company will continue in
operational existence for the foreseeable future.
The Company is currently financed
through investment by its shareholders and during the period the
Company raised £900,000 before costs, from the issue of shares. The
Company made a loss for the period of £1,772,670 before taxation
and foreign exchange adjustments. Nonetheless, the Company held
bank balances of £84,338 at the year end.
In assessing whether the going
concern assumption is appropriate, the Directors consider all
available information for the foreseeable future, in particular for
the twelve months from the date of approval of the financial
statements. This information includes management prepared cash
flows forecasts, the Company's current cash balances and the
Company's existing and projected monthly running costs.
Furthermore, the Directors are mindful that, if the Company needs
to raise further funds over the 12 months following approval of the
financial statements to execute its strategy and for working
capital, it has the ability to access additional financing, if
required, over the next 12 months. Specifically, the Company
successfully completed two fundraisings in 2023 through the issue
of new ordinary shares and, in addition, has raised a further
£585,000 before costs in March 2024.
Therefore, the Directors have made
an informed judgement at the time of approving the financial
statements that there is a reasonable expectation that the Company
has adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the financial statements.
However, as there can be no certainty that required cash can
be readily raised from future financings, there remains a material
uncertainty that may cause significant doubt about the Group to
continue as a going concern.
The auditors have made reference to going
concern by way of a material uncertainty within their audit
report.
2.5 Foreign currency
translation
The consolidated financial statements are
presented in pounds sterling which is the functional and
presentational currency representing the primary economic
environment of the Group.
Foreign currency transactions are translated
into the respective functional currencies of the Company and its
subsidiaries using the exchange rates prevailing at the date of the
transaction or at an average rate where it is not practicable to
translate individual transactions. Foreign exchange gains and
losses are recognised in the income statement.
Monetary assets and liabilities denominated in
a foreign currency are translated at the rates ruling at the
Statement of Financial Position date.
The assets and liabilities of the Group's
foreign operations are translated at exchange rates ruling at the
Statement of Financial Position date. Income and expense items are
translated at the average rates for the period. Exchange
differences are classified as equity and transferred to the Group's
exchange reserve. Such differences are recognised in the income
statement in the periods in which the operation is disposed
of.
2.6 Cash and cash
equivalents
Cash includes petty cash and cash held in
current bank accounts. Cash equivalents include short-term
investments that are readily convertible to known amounts of cash
and which are subject to insignificant risk of changes in
value.
2.7 Investment in
subsidiaries
Subsidiaries are entities controlled by the
Group. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity.
The investments in subsidiaries held by the
Company are valued at cost less any provision for impairment that
is considered to have occurred, the resultant loss being recognised
in the income statement.
2.8 Financial
instruments
Financial assets
The Group's financial assets comprise equity
investments held as financial assets at fair value through profit
or loss as required by IFRS 9, and financial assets at amortised
cost, being cash and cash equivalents and receivables balances.
Financial assets are assigned to the respective categories on
initial recognition, based on the Group's business model for
managing financial assets, which determines whether cash flows will
result from collecting contractual cash flows, selling the
financial assets, or both.
Financial assets at amortised cost are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. These assets are initially
measured at fair value plus transaction costs directly attributable
to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method, less
provision for impairment under the expected credit loss
model.
The Group's receivables fall into this
category of financial instruments. Discounting is omitted where the
effect of discounting is immaterial.
Equity investments are held as financial
assets at fair value through profit or loss. These assets are
initially recognised at fair value and subsequently carried in the
financial statements at fair value, with net changes recognised in
profit or loss.
Derecognition
A financial asset (or, where applicable, a
part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e., removed from the Group's
consolidated statement of financial position)
when:
•
The rights to receive cash flows from the asset have expired;
or
•
The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a
'pass-through' arrangement; and either (a) the Group has
transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially
all the risks and rewards of the asset, but has transferred control
of the asset.
Impairment of financial
assets
The Group recognises an allowance for expected
credit losses ("ECLs") for all debt instruments not held at fair
value through profit or loss.
The amount of the expected credit loss is
measured as the difference between all contractual cash flows that
are due in accordance with the contract and all the cash flows that
are expected to be received (i.e. all cash shortfalls), discounted
at the original effective interest rate (EIR).
For trade receivables (not subject to
provisional pricing) and other receivables due in less than 12
months, the Group applies the simplified approach in calculating
ECLs, as permitted by IFRS 9. Therefore, the Group does not track
changes in credit risk, but instead, recognises a loss allowance
based on the financial asset's lifetime ECL at each reporting
date.
Financial liabilities
All financial liabilities are recognised
initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction
costs.
The Group's financial liabilities include
trade and other payables and are held at amortised cost. After
initial recognition, trade and other payables are subsequently
measured at amortised cost using the EIR method. Gains and losses
are recognised in the statement of profit or loss and other
comprehensive income when the liabilities are derecognised, as well
as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the
associated obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in profit or loss and
other comprehensive income.
2.9 Exploration and
Development costs
All costs associated with mineral exploration
and investments are capitalised on a project-by-project basis,
pending determination of the feasibility of the project. Costs
incurred include appropriate technical and administrative expenses
but not general overheads. If an exploration project is successful,
the related expenditures will be transferred to mining assets and
amortised over the estimated life of the commercial ore reserves on
a unit of production basis. Where a licence is relinquished or a
project abandoned, the related costs are written off in the period
in which the event occurs. Where the Group maintains an interest in
a project, but the value of the project is considered to be
impaired, a provision against the relevant capitalised costs will
be raised. The recoverability of all exploration and development
costs is dependent upon continued good title to relevant assets
being held, the discovery of economically recoverable reserves, the
ability of the Group to obtain necessary financing to complete the
development of reserves and future profitable production or
proceeds from the disposition thereof.
2.10
Property, Plant and Equipment
Tangible fixed assets are measured at
historical cost, less accumulated depreciation and any provision
for impairment losses. Historical cost includes expenditure that is
directly attributable to bringing the assets to the location and
condition necessary for it to be capable of operating in the manner
intended by management.
Depreciation is charged on each part of an
item of tangible fixed assets so as to write off the cost of assets
less the residual value over their estimated useful lives, using
the straight-line method. Depreciation is charged to the income
statement. The estimated useful lives are as follows:
Office equipment
|
3 years
|
|
Furniture and fittings
|
5 years
|
|
Machinery and equipment
|
5 years
|
|
Motor Vehicles
|
5 years
|
|
Land
|
Not depreciated
|
|
Useful economic lives and estimated residual
values are reviewed annually and adjusted as
appropriate.
Expenses incurred in respect of the
maintenance and repair of property, plant and equipment are charged
against income when incurred. Refurbishments and improvements
expenditure, where the benefit is expected to be long lasting, is
capitalised as part of the appropriate asset.
An item of property, plant and equipment
ceases to be recognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss
arising on cessation of recognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement in the
year the asset ceases to be recognised.
2.11
Impairment testing of intangible and tangible
assets
At each balance sheet date, the Company
assesses whether there is any indication that the carrying value of
any asset may be impaired. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any).
2.12
Leases
Assets and liabilities arising from a lease
are initially measured on a present value basis. The lease payments
are discounted using the interest rate implicit in the lease. If
that rate cannot be readily determined, the lessee's incremental
borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset
of similar value to the right-of-use asset. Lease payments are
allocated between principal and finance cost. All other short term
leases are regarded as operating leases and the payments made under
them are charged to the income statement on a straight-line basis
over the lease term.
2.13
Equity
Equity comprises the following:
·
"Share capital" represents the nominal value of equity
shares, both ordinary and deferred.
·
"Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issues.
·
"Other reserves" represent the fair values of share options
and warrants issued.
o "Retained
reserves" include all current and prior year results, including
fair value adjustments on financial assets, as disclosed in the
consolidated statement of comprehensive income.
"Exchange reserve" includes the amounts
described in more detail in the following note on foreign currency
below.
2.14
Share-based payments
During the period, the Company issued share
options to directors and employees and shares were issued to
certain PR consultants as part of their fees. The issue of
share options constituted a modification to share options that had
previously been issued by the Company as explained further in Note
2.21 below.
All goods and services received in exchange
for the grant of any share-based payment are measured at their fair
values. Where employees are rewarded using share-based payments,
the fair values of employees' services are determined indirectly by
reference to the fair value of the instrument granted to the
employee.
The fair value is appraised at the grant date
and excludes the impact of non-market vesting conditions.
Fair value is measured by use of the Black Scholes model. The
expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions, and behavioural considerations.
All equity-settled share-based payments are
ultimately recognised as an expense in the income statement with a
corresponding credit to "other reserves".
If vesting periods or other non-market vesting
conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options
expected to vest. Estimates are subsequently revised if there is
any indication that the number of share options expected to vest
differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made
to any expense recognised in prior years if share options
ultimately exercised are different to that estimated on
vesting.
Upon exercise of share options, the proceeds
received net of attributable transaction costs are credited to
share capital and, where appropriate, share premium.
A gain or loss is recognised in profit or loss
when a financial liability is settled through the issuance of the
Company's own equity instruments. The amount of the gain or loss is
calculated as the difference between the carrying value of the
financial liability extinguished and the fair value of the equity
instrument issued.
2.15
Taxation
The tax expense for the period comprises
current tax. Tax is recognised in the income statement, except to
the extent that it relates to items recognised directly in equity.
In this case the tax is also recognised directly in other
comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on
the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where the Group
operates and generates taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax represents the tax expected to be
payable or recoverable on the temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The Company
has tax losses which can be used to offset future profits.
A deferred tax asset is recognised only to the extent that it
is probable that future taxable profits will be available against
which the asset can be utilised. No deferred tax asset has been
recognised in the current period.
2.16
Provisions
A provision is recognised in the Statement of
Financial Position when the Group or Company has a present legal or
constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to
settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the
liability.
2.17 Critical
accounting
judgements and key sources of estimation
uncertainty
In the process of applying the entity's
accounting policies, management makes estimates and assumptions
that have an effect on the amounts recognised in the financial
information. Although these estimates are based on management's
best knowledge of current events and actions, actual results may
ultimately differ from those estimates. The key assumptions
concerning the future, and other key sources of estimation
uncertainty at the balance sheet date, that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial period, are those
relating to the valuation of share based payments.
Capitalisation
and recoverability of exploration costs (Note
10):
Capitalised exploration and evaluation costs
consist of direct costs, licence payments and fixed
salary/consultant costs, capitalised in accordance with IFRS 6
"Exploration for and Evaluation of Mineral Resources". The
group and company recognises expenditure as exploration and
evaluation assets when it determines that those assets will be
successful in finding specific mineral assets.
Exploration and evaluation assets are initially measured at
cost. Exploration and evaluation costs are assessed for
indications of impairment at each reporting date. Where the
carrying amount of an asset exceeds its recoverable amount an
impairment is recognised. Any impairment is recognised
directly in profit or loss.
Recoverability of investment in
subsidiaries including intra group receivables (Note 9 and
11)
The recoverability of investments in
subsidiaries, including intra group receivables, is directly linked
to the recoverability of the exploration assets in those entities,
which is subject to the same estimates and judgements as explained
above.
3.
OPERATING
LOSS
|
|
Year
ended
30 September
2023
|
Year
ended
30 September
2022
|
|
The operating loss is stated after
charging:
|
£
|
£
|
Depreciation of property, plant
and equipment
|
131,541
|
104,165
|
Operating lease
expenses
|
46,004
|
44,843
|
Auditors' remuneration - fees
payable to the Company's auditor for the audit of the parent
company and consolidated financial statements
|
40,000
|
32,000
|
|
Auditors' remuneration - fees
payable to the Company's auditor for non-audit of the parent
company and consolidated financial statements
|
3,978
|
3,456
|
4.
EARNINGS PER
SHARE
|
Basic and Diluted
|
Year ended 30
September 2023
|
Year ended 30
September 2022
|
|
Weighted number of shares in issue during the
year
|
1,150,924,615
|
1,039,370,796
|
|
|
£
|
£
|
|
Loss from continuing operations attributable
to owners of the parent
|
(1,772,670)
|
(2,614,873)
|
Basic earnings per share has been calculated
by dividing the loss attributable to equity holders of the company
after taxation by the weighted average number of shares in issue
during the year. There is no difference between the basic and
diluted earnings per share as the effect on the exercise of options
and warrants would be to decrease the earnings per
share.
Details of share options and warrants that
could potentially dilute earnings per share in future periods is
set out in Note 13.
5.
INCOME TAX
The relationship between the expected tax
expense based on the corporation tax rate of 25% for the year ended
30 September 2023 (2022: 19%) and the tax expense actually
recognised in the income statement can be reconciled as
follows:
|
Year
ended 30 September
|
Year
ended
30
September
|
2023
|
2022
|
£
|
£
|
Group loss for the year
|
(1,772,670)
|
(2,614,873)
|
Loss on activities at effective rate of
corporation tax of 25% (2022: 19%)
|
(443,167)
|
(496,826)
|
Expenses not deductible for tax
purposes
|
14,424
|
11,540
|
Loss on disposal of subsidiary not deductible
for tax purposes
|
-
|
-
|
Income not taxable
|
11,253
|
4,363
|
Depreciation in excess of capital
allowances
|
131,541
|
104,165
|
Loss carried forward on which no deferred tax
asset is recognised
|
285,948
|
376,758
|
The Company has unused tax losses of
approximately £8,386,000 (2022 £8,100,000) to carry forward and set
against future profits; and the Company has capital losses of
£197,000 to carry forward and set against future capital gains of
the Company. The related deferred tax asset has not been recognised
in respect of these losses as there is no certainty in regard to
the level and timing of future profits.
6.
STAFF NUMBERS AND
COSTS
Group and Company
|
Year ended 30
September
2023
|
Year ended 30
September
2022
|
|
Number
|
Number
|
Directors
|
5
|
4
|
Administration
|
3
|
3
|
Total
|
8
|
7
|
The aggregate payroll costs of
these persons were as follows:
|
|
|
|
£
|
£
|
Staff wages and
salaries
|
109,281
|
140,167
|
Directors' cash based
emoluments
|
203,294
|
198,739
|
Social security costs
|
10,209
|
24,544
|
Pension contributions
|
4,877
|
1,456
|
|
327,661
|
364,906
|
The remuneration of the directors,
who are the key management personnel of the Group, in aggregate for
each of the categories specified in IAS 24 'Related Party
Disclosures' was as follows:
|
£
|
£
|
Directors' cash based emoluments
|
203,294
|
198,739
|
Pension contributions
|
-
|
1,456
|
|
203,294
|
200,195
|
Directors'
remuneration
As required by AIM Rule 19, details of
remuneration earned in respect of the financial year ended 30
September 2023 by each Director are set out below:
|
Salary
|
Consulting
fees
|
Total
|
|
Paid
|
Accrued
|
Paid
|
Accrued
|
|
Director
|
£
|
£
|
£
|
£
|
£
|
W Tang
|
40,000
|
8,000
|
1,150
|
-
|
49,150
|
N Tulloch
|
-
|
500
|
-
|
-
|
500
|
A Jones
|
25,000
|
5,000
|
51,644
|
-
|
81,644
|
T Davenport
|
30,000
|
6,000
|
-
|
-
|
36,000
|
A Scott
|
30,000
|
6,000
|
-
|
-
|
36,000
|
|
125,000
|
25,000
|
52,794
|
-
|
203,294
|
Year ended 30 September
2022:
|
Salary
|
Consulting
fees
|
Total
|
|
Paid
|
Accrued
|
Paid
|
Accrued
|
|
Director
|
£
|
£
|
£
|
£
|
£
|
C Brown
|
17,727
|
-
|
-
|
-
|
17,727
|
W Tang
|
48,000
|
-
|
28,300
|
400
|
76,700
|
A Jones
|
30,000
|
-
|
80,808
|
-
|
110,808
|
T Davenport
|
36,000
|
-
|
6,400
|
-
|
42,400
|
A Scott
|
27,000
|
-
|
7,000
|
-
|
34,000
|
|
158,727
|
-
|
122,508
|
400
|
281,635
|
The highest paid Director received
remuneration of £81,644 (2022: £110,808), excluding share-based
payments.
7.
FINANCE
INCOME
|
Year
ended 30 September 2023
|
Year
ended 30 September 2022
|
Finance
income
|
£
|
£
|
Interest on cash and cash
equivalents
|
3,111
|
651
|
|
3,111
|
651
|
8.
TANGIBLE FIXED
ASSETS
Group
|
Furniture & fittings
|
Office
Equipment
|
Machinery & equipment
|
Land
& Building
|
Total
|
Cost
|
£
|
£
|
£
|
£
|
£
|
At 1 October 2022
|
3,681
|
41,239
|
553,723
|
766,220
|
1,364,863
|
Additions
|
759
|
4,651
|
162,537
|
-
|
167,947
|
Disposal
|
-
|
-
|
(273,707)
|
(461,130)
|
(734,837)
|
FX Rate Differences
|
|
|
(50,246)
|
(27,270)
|
(77,516)
|
At 30
September 2023
|
4,440
|
45,890
|
392,307
|
277,821
|
720,457
|
Depreciation
|
|
|
|
|
|
At 1
October 2022
|
3,158
|
25,071
|
148,443
|
-
|
176,672
|
Depreciation for the year
|
251
|
7,802
|
123,512
|
-
|
131,565
|
Disposal
|
-
|
-
|
(158,253)
|
-
|
(136,304)
|
FX Rate
Differences
|
-
|
-
|
(19,124)
|
-
|
(19,124)
|
At 30
September 2023
|
3,409
|
32,873
|
116,526
|
-
|
152,808
|
Net book
value
|
|
|
|
|
|
At 1
October 2022
|
523
|
16,168
|
405,281
|
766,220
|
1,188,192
|
At 30
September 2023
|
1,031
|
13,017
|
275,781
|
277,821
|
567,649
|
Company
|
Furniture & fittings
|
Office
Equipment
|
Machinery & equipment
|
Land and
Building
|
Total
|
Cost
|
£
|
£
|
£
|
£
|
£
|
At 1
October 2022
|
1,589
|
29,778
|
6,824
|
-
|
38,191
|
Additions
|
759
|
4,651
|
-
|
-
|
5,410
|
At 30
September 2023
|
2,348
|
34,429
|
6,824
|
-
|
43,601
|
Depreciation
|
|
|
|
|
|
At 1
October 2022
|
1,066
|
22,453
|
6,824
|
-
|
30,343
|
Depreciation for the year
|
251
|
5,710
|
-
|
-
|
5,961
|
At 30
September 2023
|
1,317
|
28,163
|
6,824
|
-
|
36,304
|
Net book
value
|
|
|
|
|
|
At 1
October 2022
|
523
|
7,325
|
-
|
-
|
7,848
|
At 30
September 2023
|
1,031
|
6,266
|
-
|
-
|
7,297
|
The Group and the Company's property, plant and
equipment are free from any mortgage or charge. The comparable
table for 2022 is detailed below.
Group
|
Furniture & fittings
|
Office
Equipment
|
Machinery & equipment
|
Land and
Building
|
Total
|
Cost
|
£
|
£
|
£
|
£
|
£
|
At 1
October 2021
|
2,982
|
37,240
|
513,136
|
822,705
|
1,376,063
|
Additions
|
699
|
3,999
|
85,623
|
|
90,321
|
Disposal
|
-
|
-
|
(45,036)
|
(56,485)
|
(101,521)
|
At 30
September 2022
|
3,681
|
41,239
|
553,723
|
766,220
|
1,364,863
|
Depreciation
At 1
October 2021
|
2,982
|
17,415
|
52,110
|
-
|
72,507
|
Depreciation for the year
|
176
|
7,656
|
96,333
|
-
|
104,165
|
At 30
September 2022
|
3,158
|
25,071
|
148,443
|
-
|
176,672
|
Net book
value
|
|
|
|
|
|
At 1
October 2021
|
-
|
19,825
|
461,027
|
822,705
|
1,303,557
|
At 30
September 2022
|
523
|
16,168
|
405,281
|
766,220
|
1,188,192
|
Company
|
Furniture & fittings
|
Office
Equipment
|
Machinery & equipment
|
Land and
Building
|
Total
|
Cost
|
£
|
£
|
£
|
£
|
£
|
At 1 October 2021
|
890
|
27,936
|
51,860
|
-
|
80,686
|
Additions
|
699
|
1,842
|
-
|
-
|
2,541
|
Disposal
|
-
|
-
|
(45,036)
|
-
|
(45,036)
|
At 30 September 2022
|
1,589
|
29,778
|
6,824
|
-
|
38,191
|
Depreciation
|
|
|
|
|
|
At 1 October 2021
|
890
|
17,040
|
4,424
|
-
|
22,354
|
Depreciation for the
year
|
176
|
5,413
|
2,400
|
-
|
7,989
|
At 30 September 2022
|
1,066
|
22,453
|
6,824
|
-
|
30,343
|
Net book value
At 1 October 2021
|
-
|
10,896
|
47,436
|
-
|
58,493
|
At 30 September 2022
|
523
|
7,325
|
-
|
-
|
7,848
|
9.
INVESTMENTS
|
Investment in subsidiaries
|
|
£
|
Cost as
at 1 October 2022
|
22,543
|
Impairment
|
(22,542)
|
Balance at 30 September 2023
|
1
|
The comparable table for 2022 is
detailed below:
|
Investment in subsidiaries
|
|
£
|
Cost as
at 1 October 2021
|
272
|
Additions
|
22,543
|
Disposal
|
(272)
|
Balance at 30 September 2022
|
22,543
|
Investment in
subsidiaries
At 30 September 2023, the Company had interests
in the following subsidiary undertakings:
Subsidiaries:
|
Principal country of incorporation
|
Principal activity
|
Description and effective country of operation
|
Proportion of shares held
|
Mercator
Gold Australia Pty Ltd
|
Australia
|
Mineral
Exploration
|
Australia
|
100%
|
Warm
Springs Renewable Energy Corporation
|
USA
|
Dormant
|
USA
|
90%
|
Copper Flat Corporation
|
USA
|
Dormant
|
USA
|
100%
|
Lux Exploration Pty Ltd
|
Australia
|
Mineral
Exploration
|
Australia
|
100%
|
Corderilla Tiger International Resources
Inc.*
|
Philippines
|
Mineral
Exploration
|
Philippines
|
90%
|
*As explained in Note 10, Corderilla Tiger International
Resources Inc. has been deconsolidated from the Group accounts with
effect from 19 June
2023.
Registered office addresses of the subsidiaries
are as follows:
|
Mercator Gold Australia Pty Ltd
|
58 Gipps Street, Collingwood Victoria, 3066,
Australia
|
Warm Springs Renewable Energy
Corporation
|
315 Paseo de Peralta, Santa Fe, NM 87501,
USA
|
Copper Flat Corporation (formerly New Mexico
Copper Corporation)
|
315 Paseo de Peralta, Santa Fe, NM 87501,
USA
|
Lux Exploration Pty Ltd
|
58 Gipps Street, Collingwood Victoria, 3066,
Australia
|
Cordillera Tiger International Resources
Inc.
|
RM 2 4/F D Restaurant Bldg. Dangwa Terminal
Baguio
|
Financial assets at fair value through profit or
loss
|
|
2023
£
|
2022
£
|
Quoted
investments
|
|
|
At 1
October
|
45,084
|
31,461
|
Additions
|
-
|
10,000
|
Fair
value movements
|
(34,694)
|
3,623
|
At 30
September
|
10,390
|
45,084
|
The financial asset at 30
September 2023 and 2022 comprises shares in Tiger International
Resources, Inc. and Unicorn Mineral Resources which are held at
fair value through profit or loss in accordance with IFRS 9
Financial Instruments.
10.
INTANGIBLE ASSETS -
exploration and development costs
|
Group
|
Company
|
|
2023
|
2022
|
2023
|
2022
|
|
£
|
£
|
£
|
£
|
At 1
October
|
3,760,919
|
3,321,481
|
147,985
|
1,410,144
|
Additions
|
979,251
|
1,993,719
|
199,999
|
292,123
|
Impairment
|
-
|
(1,554,281)
|
-
|
(1,554,281)
|
FX Rate
Difference
|
(319,573)
|
-
|
-
|
-
|
At 30
September
|
4,420,597
|
3,760,919
|
347,984
|
147,985
|
A summary of exploration and
development costs of the Group is presented below:
|
2023
£
|
2022
£
|
Central
Victorian Gold Projects, Australia
|
4,032,544
|
3,760,919
|
Queensland Gold Projects, Australia
|
388,053
|
-
|
At 30
September
|
4,420,597
|
3,760,919
|
Danglay Gold Project, Philippines
As at 30 September 2023, the Group reassessed
its involvement in the Philippines in accordance with IFRS 10's
definition and guidance on control. As a result of the officers and
directors of Cordillera Tiger not acting in accordance with the
Group's instructions during the period, the Group has concluded it
has no significant influence and no outright control in making its
judgement in respect of its Philippines assets. Management have
considered the Group's voting rights, the relative size and
dispersion of the voting rights held by other shareholders and the
recent inactivity by those shareholders. Recent experience
demonstrates that a sufficient number of the smaller shareholders,
who are also directors of the Philippines company, have operated in
such a way that has prevented the Group from having the practical
ability to direct and gain access to financial and other
information that is pertinent to running that
company.
With effect from 19 June 2024 the Board has
considered that the Group ceased to be able to exercise control
over CTGRI and therefore it has derecognised the assets and
liabilities of the subsidiary at their carrying amounts. Subsequent
to that date, the Group has accounted for all amounts previously
recognised in other comprehensive income in relation to CTGRI as if
the Group had directly disposed of the related assets or
liabilities. The consequences of losing control of CTGRI is
insignificant as Group is mainly focussed on its main operations in
Australia. Furthermore, the Group believes it has no further or
ongoing liabilities in respect of CTGRI as it has no contractual
arrangements that require the Group to provide financial support or
assist CTGRI with other sources of funding. Consequently,
there is no potential exposure to any further loss.
11.
TRADE AND OTHER
RECEIVABLES
|
Group
|
Company
|
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Non-current
assets
Amount
owed by a subsidiary
|
-
|
-
|
4,005,390
|
5,792,859
|
Current
assets
|
|
|
|
|
Amount
owed by a subsidiary
|
-
|
-
|
1,085,560
|
938,073
|
Other
receivables
|
43,145
|
99,365
|
18,713
|
50,933
|
Prepayments and accrued income
|
42,238
|
48,678
|
38,072
|
48,563
|
|
85,383
|
148,043
|
1,142,345
|
1,037,568
|
12.
CASH AND CASH
EQUIVALENTS
Cash and cash equivalents
|
Group
|
Company
|
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Cash and cash equivalents consisted of the
following:
|
|
|
|
|
Deposits
at banks
|
82,462
|
842,889
|
6,587
|
233,106
|
|
82,462
|
842,889
|
6,587
|
233,106
|
13.
SHARE CAPITAL AND SHARE
PREMIUM ACCOUNTS
The share capital of the Company consists of
three classes of shares: ordinary shares of 0.001p each which have
equal rights to receive dividends or capital repayments and each of
which represents one vote at shareholder meetings; and two classes
of deferred shares, one of 9.9p each and the other of 0.099p each,
which have limited rights as laid out in the Company's
articles.
In particular deferred shares carry no right
to dividends or to attend or vote at shareholder meetings and
deferred share capital is only repayable after the nominal value of
the ordinary share capital has been repaid.
a) Changes in
issued share capital and share premium
|
|
|
Deferred
|
Deferred
'B'
|
Deferred
|
|
|
|
|
Number
of shares
|
Ordinary shares
|
9.9p
shares
|
0.099p
shares
|
0.199p
shares
|
Total shares
|
Share
premium
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At 1
October 2022
|
1,064,464,551
|
10,644
|
7,194,816
|
3,828,359
|
257,161
|
11,290,980
|
53,057,125
|
64,348,105
|
Issue of
shares
|
135,185,790
|
1,352
|
-
|
-
|
-
|
1,352
|
1,132,355
|
1,133,707
|
less
costs
|
-
|
-
|
-
|
-
|
-
|
-
|
(42,000)
|
(42,000)
|
Shares
issued in payment of creditors
|
8,325,674
|
83
|
-
|
-
|
-
|
83
|
47,917
|
48,000
|
Balance
at
30
September 2023
|
1,207,976,015
|
12,079
|
7,194,816
|
3,828,359
|
257,161
|
11,292,415
|
54,195,397
|
65,487,812
|
All the shares issued are fully paid up and none
of the Company's shares are held by any of its
subsidiaries.
b)
Potential issue of ordinary shares
Share
options
The number and weighted average exercise prices
of share options valid at the year-end are as follows:
|
Weighted average exercise
price
|
Number
of
options
|
Weighted
average exercise price
|
Number
of
options
|
2023
|
2023
|
2022
|
2022
|
£
|
|
£
|
|
Exercisable at the beginning of the year
|
0.023
|
60,276,984
|
0.0113
|
17,035,127
|
Granted
during the year
|
0.020
|
57,000,000
|
0.027
|
45,000,000
|
Exercised
during the year
|
-
|
-
|
-
|
-
|
Expired
during the year
|
0.01125
|
(1,200,000)
|
0.0175
|
(1,758,143)
|
Exercisable at the end of the year
|
0.022
|
116,076,984
|
0.023
|
60,276,984
|
The options outstanding at 30 September 2023
have a weighted average remaining contractual life of 3 year and 2
months (2022: four year and three months). Subsequent to the year
end, the Company cancelled 54,000,000 share options.
The options outstanding at the end of the year
have the following expiry date and exercise prices:
Date
granted
|
Expiry
Date
|
Exercise
Price
|
No. of
Options
|
27 February
2017
|
28
October 2024
|
£0.01725
|
4,076,984
|
30 July
2018
|
28
October 2024
|
£0.01125
|
10,000,000
|
23 January
2022
|
22
January 2027
|
£0.022
|
35,000,000
|
23 January
2022
|
22
January 2027
|
£0.044
|
10,000,000
|
16 April
2023
|
15 April
2028
|
£0.011
|
19,000,000
|
16 April
2023
|
15 April
2028
|
£0.022
|
19,000,000
|
16 April
2023
|
15 April
2028
|
£0.033
|
19,000,000
|
Share-based payments
|
|
|
There were no options exercised during the
year.
|
Share warrants
|
Weighted average
exercise price 2023
|
Number of warrants
exercised price 2023
|
Weighted average
exercise price 2022
|
Number of warrants
exercised price 2022
|
Exercisable at the beginning of the
year
|
0.0375
|
49,999,999
|
0.02878
|
159,940,371
|
Exercised during the year
|
-
|
-
|
0.01
|
(47,906,000)
|
Expired during the year
|
(0.0375)
|
(49,999,999)
|
0.0205
|
(62,034,372)
|
Granted during the year
|
0.015
|
99,999,986
|
-
|
-
|
Exercisable at the end of the year
|
0.015
|
99,999,986
|
0.0375
|
49,999,999
|
|
|
|
|
|
|
| |
There were no warrants outstanding at the end of
the year.
14.
TRADE AND OTHER
PAYABLES
|
Group
|
Company
|
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Trade payables
|
62,902
|
149,938
|
35,183
|
109,098
|
Social security and employee taxes
|
16,637
|
16,489
|
2,432
|
2,226
|
Other creditors and accruals
|
74,562
|
40,257
|
63,427
|
24,601
|
|
156,101
|
206,684
|
101,042
|
135,925
|
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
continuing costs. The Directors consider that the carrying
amount of trade and other payables approximates to their fair
value. See also Note 18.
15.
CAPITAL
MANAGEMENT
The Group's objective when managing capital is
to safeguard the entity's ability to continue as a going concern
and develop its mineral exploration and development and other
activities to provide returns for shareholders and benefits for
other stakeholders.
The Group's capital structure comprises all
the components of equity (all share capital, share premium,
retained earnings when earned and other reserves). When considering
the future capital requirements of the Group and the potential to
fund specific project development via debt, the Directors consider
the risk characteristics of the underlying assets in assessing the
optimal capital structure.
16.
RELATED PARTY
TRANSACTIONS
|
Group
|
Company
|
|
2023
£
|
2022
£
|
2023
£
|
2022
£
|
Amounts owed to Directors
|
25,000
|
400
|
25,000
|
479
|
Details of Directors' emoluments are disclosed
in Note 6. The amounts owed to Directors relate to accrued
emoluments, consulting fees and expenses due.
During the year the Company provided
additional advances of £188,149 under a loan to Mercator Gold
Australia Pty Ltd and charged expenses and management fees of
£147,487. The balance owed to the Company is shown in Note
11.
The Company and the Group have no
ultimate controlling party.
17.
COMMITMENTS AND
CONTINGENCIES
Capital
expenditure commitment
As at 30 September 2023, the Group has a
commitment expenditure of A$650,000 for the first three years
across the three licence areas in the Lolworth Range, Queensland
and a commitment expenditure of A$314,000 for its three tenements
in Victoria.
Contingencies
The Group entered into no agreements during
the year ended 30 September 2023 which would result in disclosure
of contingent assets or liabilities.
Leases
The Company has no operating
leases.
18.
FINANCIAL
INSTRUMENTS
Group
|
2023
£
|
2022
£
|
Financial assets (amortised cost)
|
|
|
Trade and other receivables (excluding
prepayments)
|
43,145
|
99,072
|
Cash and cash equivalents
|
82,462
|
842,889
|
|
125,607
|
941,961
|
Financial assets (fair value through profit or
loss)
|
|
|
Equity investments
|
10,390
|
45,084
|
|
10,390
|
45,084
|
Financial liabilities (amortised cost)
|
|
|
Trade and other payables
|
154,101
|
206,684
|
|
154,101
|
206,684
|
|
2023
|
2022
|
Company
|
£
|
£
|
Financial assets (amortised cost)
|
|
|
Trade and other receivables (excluding
prepayments)
|
1,027,781
|
989,006
|
Cash and cash equivalents
|
6,589
|
233,106
|
Long-term borrowings, intra-group
|
4,005,390
|
5,792,859
|
|
5,039,760
|
7,014,971
|
|
|
|
Financial assets (fair value through profit or
loss)
|
|
|
Equity investments
|
10,390
|
45,084
|
|
10,390
|
45,084
|
Financial liabilities (amortised cost)
|
|
|
Trade and other payables
|
101,042
|
135,925
|
|
101,042
|
135,925
|
Risk
m
Management
objectives and policies
The Group's principal financial assets
comprise cash and cash equivalents, trade and other receivables,
investments and prepayments. The Group's liabilities comprise trade
payables, other payables including taxes and social security, and
accrued expenses.
The Board determines as required the degree to
which it is appropriate to use financial instruments, commodity
contracts or other hedging contracts to mitigate financial
risks.
Credit
risk
The Group's cash and cash equivalents are held
with major financial institutions. The Group monitors credit
risk by reviewing the credit quality of the financial institutions
that hold the cash and cash equivalents and restricted cash. The
fair value of cash and cash equivalents at 30 September 2023 and 30
September 2022 did not differ materially from their carrying
value.
Management believes that the Group's exposure
to credit risk is manageable.
The Company manages its current VAT
receivables by submitting VAT returns on a quarterly basis.
This allows the Company to receive the VAT in a timely matter while
any amounts that may come under scrutiny. Management has no
formal credit policy in place for customers and the exposure to
credit risk is approved and monitored on an ongoing basis
individually for all significant customers. The maximum
exposure to credit risk is represented by the carrying amount of
each financial asset in the statement of financial position.
The Group does not require collateral in respect of financial
assets.
Market
risk
The Group's financial instruments potentially
affected by market risk include bank deposits, and trade payables.
An analysis is required by IFRS 7, intended to illustrate the
sensitivity of the Group's financial instruments (as at period end)
to changes in market variables, being exchange rates and interest
rates. The Group's exposure to market risk is not considered to be
material.
Interest
rate risk
The Group has no material exposure to interest
rate risk. Since the interest accruing on bank deposits was
relatively immaterial there is no material sensitivity to changes
in interest rates.
Foreign
currency risk
The Group is exposed to foreign currency risk
in so far as some dealings with overseas subsidiary undertakings
are in foreign currencies. Bank accounts are held in Great British
Pounds ("GBP), Australian Dollars ("AUD") and United States of
American Dollars ("USD"). The Company has payables that
originate in GBP, AUD, USD and Philippines Peso ("PHP"). As
such the Company is affected by changes in the GBP exchange rate
compared to the following currencies; AUD, and PHP.
As at 30
September 2023
|
GBP
|
AUD
|
PHP
|
Cash and cash equivalents
|
6,589
|
143,933
|
129,771
|
Accounts receivable
|
1,065,853
|
65,348
|
1,000
|
Accounts payable
|
(101,043)
|
(135,171)
|
(315,800)
|
Net foreign exchange exposure
|
971,400
|
344,451
|
446,571
|
Translation to GBP
|
1
|
0.5271
|
0.0144
|
GBP equivalent
|
971,400
|
181,560
|
6,431
|
As at 30
September 2022
|
GBP
|
AUD
|
PHP
|
Cash and cash equivalents
|
233,106
|
1,033,117
|
44,789
|
Accounts receivable
|
1,037,568
|
77,251
|
-
|
Accounts payable
|
(135,923)
|
(114,461)
|
(220,200)
|
Net foreign exchange exposure
|
1,134,751
|
995,907
|
175,411
|
Translation to GBP
|
1
|
0.5783
|
0.0153
|
GBP equivalent
|
1,134,751
|
575,933
|
2,684
|
Fair value of
financial instruments
The fair values of the Company's financial
instruments at 30 September 2023 and 30 September 2022 did not
differ materially from their carrying values.
The Group measures fair values using the
following fair value hierarchy that reflects the significance of
the inputs used in making the measurements:
•
Level
1: quoted prices (unadjusted) in active markets
for identical assets or liabilities;
•
Level
2: valuation techniques based on observable
inputs either directly (i.e. as prices) or indirectly (i.e. derived
from prices);
•
Level
3: valuation techniques that include inputs for
the asset or liability that are not based on observable market data
(unobservable inputs).
The following table provides an analysis of
financial instruments that are measured subsequent to initial
recognition at fair value, by the level in the fair value hierarchy
into which the measurement is categorised.
Group and Company
30 September 2023
|
Level
1
£
|
Level
2
£
|
Level
3
£
|
Total
£
|
Financial assets at fair value through profit
or loss
|
10,390
|
-
|
-
|
10,390
|
|
10,390
|
-
|
-
|
10,390
|
Group and Company
|
|
|
|
|
30 September 2022
|
Level
1
£
|
Level
2
£
|
Level
3
£
|
Total
£
|
Financial assets at fair value through profit
or loss
|
45,084
|
-
|
-
|
45,084
|
|
45,084
|
-
|
-
|
45,084
|
Liquidity
risk
The Group finances its operations primarily
through the issue of equity share capital and debt in order to
ensure sufficient cash resources are maintained to meet short-term
liabilities and future project development requirements. Management
monitors availability of funds in relation to forecast expenditures
in order to ensure timely fundraising. Funds are raised in discrete
tranches to finance activities for limited periods.
Funds surplus to immediate requirements may be
placed in liquid, low risk investments.
The Group's ability to raise finance is
subject to market perceptions of the success of its projects
undertaken during the year and subsequently. Due to the uncertain
state of financial markets, there can be no certainty that future
funding will continue to be available. The table
below sets out the maturity profile of financial liabilities as at
30 September 2023.
|
2023
£
|
2022
£
|
Due in less than 1 month
|
156,074
|
206,684
|
Due between 1 and 3 months
|
-
|
-
|
Due between 3 months and 1 year
|
-
|
-
|
Due after 1 year
|
-
|
-
|
|
156,074
|
206,684
|
19.
SEGMENTAL
REPORTING
The Group is engaged in mineral exploration
and development and is considered to have one business segment. The
Chief Operating Decision Maker is considered to be the Board of
Directors, who segment exploration activities by geographical
region in order to evaluate performance individually. The segmental
breakdown of exploration assets is shown in Note 10. As disclosed
in the Note 10, the exploration activities in the Philippines have
been impaired in full and all remaining mineral exploration assets
are in Australia.
Management information in respect of profit or
loss expenditures is not segmented but is considered at Group
level.
20.
CASH USED IN
OPERATIONS
|
Group
|
Company
|
|
Year
ended 30 September 2023
|
Year
ended 30 September 2022
|
Year
ended 30 September 2023
|
Year
ended 30 September 2022
|
Note
|
£
|
£
|
£
|
£
|
Operating activities
|
|
|
|
|
Loss for the year before tax
|
(1,772,670)
|
(2,614,873)
|
(3,104,695)
|
(2,251,490)
|
Adjustments:
|
|
|
|
|
Depreciation expense property, plant and
equipment
|
131,541
|
104,165
|
5,961
|
7,989
|
Share based payments
|
156,380
|
-
|
156,380
|
-
|
Loss/(gain) on disposal of fixed
assets
|
219,923
|
-
|
-
|
-
|
Loss/(gain) on financial assets at fair
value
|
34,694
|
(3,623)
|
34,694
|
(3,623)
|
Impairment of intangible assets
|
-
|
1,576,822
|
22,542
|
1,576,822
|
Impairment of subsidiary
|
-
|
-
|
1,998,399
|
-
|
Disposal of inventory
|
-
|
5,081
|
-
|
|
Interest income
|
(3,112)
|
(651)
|
(1,106)
|
(265)
|
Profit and loss on disposal
|
-
|
12,887
|
-
|
2,086
|
Decrease/(Increase) in accounts
receivable
|
62,660
|
(1,896)
|
(28,285)
|
(159,471)
|
(Decrease)/Increase in accounts
payable
|
(12,968)
|
3,954
|
46,829
|
94,726
|
Net cash used
in operations
|
(1,183,552)
|
(918,135)
|
(869,281)
|
(733,226)
|
21.
EVENTS AFTER THE REPORTING
DATE
Subsequent to the year end, on 10 October
2023, the Company issued 338,249,985 new ordinary shares pursuant
to a subscription which raised £580,000. This included shares
issued to advisers in lieu of expenses.
On 20 October 2023, the Company determined not
to proceed with the proposed Hurricane acquisition and shortly
ahead of that applied for EPM28910 at Kondaparinga. This area is
situated close to the original geological features that first
bought Hurricane to the attention of our board and field team.
Significantly, it is also twice the size of Hurricane. The
Company's investment in the project was accordingly impaired at 30
September 2023.
Also on 20 October 2023, the Company cancelled
share options over 54,000,000 ordinary shares.
On 1 December 2023, the Company issued
22,857,142 new ordinary shares to certain Directors who opted to
take shares in lieu of salaries.
On 12 December 2023, the
Company confirmed that access to the relevant sites has been
granted and accordingly reverse circulation ("RC") drilling
programme has commenced at the Creswick gold project in
central Victoria, Australia with
Drilling is underway at Kuboid Hill and Davey
Road prospects.
On 14 December 2023, the Company
issued 25,714,284 new ordinary shares to its
Managing Director members of its
board and Chief Operating Officer as part of their remuneration and a
further 2,585,092 new ordinary shares in lieu
of £6,000 of fees owed to an adviser.
On 18 December 2023, the Company announced
that it had agreed to effect the sale of two under-utilised
non-core assets, a drilling rig and an excavator, for a total
consideration is A$420,000.
On 15 January 2024, the Company confirmed
receipt of the first payment
of A$53,000 (excluding GST)
relating to the hire purchase sale agreement with a mining
operations company for its Coretech Drilling Rig.
On 23 January 2024, the Company announced
Technical Director Adam
Jones stepped down from the board of
directors with immediate effect but will continue in his role with
ECR as chief geologist and technical director of
exploration.
On 15 February 2024, the Company announced
that David Tang has stepped down as Chairman of the Company and
Nick Tulloch has been appointed Chairman in his place, in addition
to his role as Executive Director of the Company. David Tang has
remained on the board as a non-executive director.
On 14 March 2024, the Company issued
19,396,550 new ordinary shares to members of its board and
management team as part of their remuneration and a further
2,307,692 new ordinary shares in lieu of £6,000 of fees
owed to an adviser.
Also on 14 March 2024, the Company announced
that it has successfully raised, subject only to admission (which
is expected to be on 8 April 2024), £585,000 before expenses
through the placing of 195,000,000 new ordinary shares at a price
of 0.30 pence per new ordinary share.