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Blencowe Resources Plc, (“Blencowe Resources” or the “Company”) (LSE: BRES) is pleased to announce its audited financial results for the year ended 30 September 2022 (the “Annual Report”) and it’s notice of Annual General Meeting (“Notice of AGM”).

The Annual Report, Notice of AGM and the associated Form of Proxy will be posted to shareholders and copies will also be available on the Company’s website at shortly.

The Annual General Meeting will be held at 55 Athol Street, Douglas, Isle of Man at 10.00a.m. on 15 February 2023.

For further information, please contact: 

Chief Executive Officer’s Statement for the period ended 30 September 2022 

Shareholders and Stakeholders,

Upon reflection these past 12 months have been one of the most challenging ever in terms of macro-market forces, particularly relating to our London listing, with Brexit fallout, Ukraine invasion, rising inflation and subsequent interest raises to counter these, and a choppy political landscape with no less than two UK Prime Ministers in Number 10 during the reporting period, all to deal with.  This is before we manage our own internal project.

Nevertheless, it has proven to me once again that the Board and Executive Management of Blencowe are a very resourceful team, together with our key supporters, and we jointly have considerable experience dealing with all manner of challenges relating to resources development over many years, so none of this was going to get in our way and prevent the continued advancement of Orom-Cross, which is fast turning into a world class graphite project.  I would like to thank the full team for everything they have contributed over this period to ensure that we remain on-track to deliver a unique and special mining operation ahead.

The Company completed a second diamond drill programme in 2021 which resulted in a JORC Mineral Resource upgrade in 1H 2022 up to 24.5Mt of graphite at a 6.0% in situ average grade.  It must be noted that this JORC Resource has resulted from exploration on circa 1-2% of the estimated overall Orom-Cross deposit which illustrates how much graphite there is at site, and the incredible upside potential that exists to extend both mine life and production volumes in the years ahead.

Further excellent metallurgical test work by SGS in Canada resulted in proving Orom-Cross can upgrade to a very pure concentrate around 96-97% LOI from the composite mix of the two deposits (Northern Syncline and Camp Lode) and equally importantly with high recoveries and low impurities.  These will assist greatly in taking the end product through final testing ahead to the 99.95% SPG (spherical purified graphite) product that is used in the production of lithium-ion batteries, which is by far the largest demand accelerator for graphite use ahead.  To prove Orom-Cross can deliver a high grade end product is key to getting pre-qualification for sales and ultimately delivering binding offtake agreements within the Definitive Feasibility Study (DFS) in 2023.  These test results also proved that our end product retains a high percentage of coarse (large) flakes that sell for significantly more than the smaller flakes, and which will help us deliver a higher weighted average selling price for the full basket of end products.  In the words of one of our key marketing consultants who has been closely involved in graphite for over 30 years, Orom-Cross displays one of the best concentrates he has ever seen, and thus should be well received by end users as we move to showcase our products in 2023.

The 24.5Mt JORC Resource underpinned a successful Pre-Feasibility Study (PFS) conducted over 1H 2022, which delivered exceptional results from an initial 14 year life of mine.  As noted above this LOM can and will be greatly extended in the future with additional drilling, when required.  Some of the highlights of this PFS included low overall operating costs (US$499/t FOB port), high weighted average selling price (US$1,307/t) and from these very healthy margins which delivered an NPV8 of US$482M and an IRR8 of 49%.  The initial capital requirement for all plant and infrastructure to deliver this was reduced (from PEA/2021: US$80M) to US$62M which makes the start-up proposition more feasible. Nothing was highlighted within the PFS that might derail this project and as such the Company moved into the next and final studies phase, the Definitive Feasibility Study.

The DFS was initially going to include a pilot plant at site, which could start-up graphite operations on a smaller scale and provide product for end user screening, to ultimately become pre-qualified for more substantial sales contracts later on.  However, Blencowe more recently uncovered sources who had successfully bulk sample tested other graphite projects in existing pilot plant facilities in China, with resultant binding contracts once fully completed.  As China currently represents around 95% of the end market for graphite sales it is believed that pre-qualification into China is sensible, and as such Blencowe has decided to trial a bulk sample of 100 tonnes Orom-Cross raw material through this same facility.  This will form a key part of the DFS program in 2023 and will be followed by SPG testing, and ultimately OEM (original equipment manufacturers) testing.  These are the necessary steps to provide the basis for full sales contracts and work is already underway to deliver these bulk samples to start the process.  It is also expected that Blencowe will lock in an EPC contractor within the DFS process, and all study work will be managed and ultimately peer reviewed using the leading graphite technical specialist engineering firm based in Perth, Australia

The other key aspect of the DFS is project funding, and Blencowe has been working through various options to secure an effective and efficient funding solution for both the DFS and the full project implementation.  The Company will provide further updates to the market on this as it eventuates.

Finally, the world is changing fast and within this moving landscape is an increased awareness in ESG (environmental, social and governance) aspects.  These are becoming very important as everyone from potential investors to funding partners to end users all require a life cycle sustainable project with an end product that can meet specific standards.  Blencowe has many advantages in this regard, including use of green (hydro) energy, solid community agreements and most importantly an awareness of the need to constantly evolve in this key area.  An initial ESG review has already been conducted in 2022 using a leading international firm and sustainability will play a big role in the future development of Orom-Cross.

All the work delivered over this year has transformed Orom-Cross from an early stage exploration project to an advanced pre-production powerhouse.  In the wider context this is important as the global shift away from fossil fuels towards renewable energy provides a huge opportunity ahead for Orom-Cross, and Blencowe wants to position this exceptional project at the forefront of its peers in all aspects.  As demand for lithium-ion batteries accelerates over the next decade and hundreds of gigafactories that will manufacture these batteries open their doors and begin demanding huge volumes of input materials, the forecast demand for flake graphite is anticipated to grow exponentially.

Blencowe is moving quickly to establish itself as the proud owner of one of the largest, highest quality, low cost flake graphite projects in the world.  The future is therefore very exciting.

Mike Ralston

Chief Executive office

Strategic Report

The Directors present the Strategic Report for the year ended 30 September 2022.

Results

The results are set out in the Consolidated Statements of Comprehensive Income. The total comprehensive loss attributable to the equity holders of the Group for the period was £1,089,679 (2021: £691,064).

The Group paid no distribution or dividends during the period.

Business model, review of the business and future developments

The Group’ principal activity is the exploration of Orom Cross Graphite Project in Northern Uganda, which it owns through its 100% subsidiary Blencowe Resources Uganda Limited.

On 22 February 2022 the Group entered into an agreement with SIPA Exploration Uganda Ltd to acquire a Nickel Sulphide Project in Uganda (Akelikongo). The company was to acquire a 100% of the project through an earn-in over four separate milestones. The earn in investment required the company to spend US$2.75million over a period of 3 years to acquire a 100% of the project.

On 6 September 2022 the Company announced that it had terminated the agreement with SIPA Exploration Uganda Ltd with respect to the Nickel project and it was no longer required to meet any of the spend obligations. A total amount of £404,533 had been spent and capitalised with respect to the Akelikongo project and this was fully impaired to the profit and loss during the year.

The Group’s aim is to create value for shareholders through the discovery and development of economic mineral deposits.  The Group’s strategy is to continue to progress the development of its existing project in Uganda and to evaluate its existing and new mineral resource opportunities.

The Group’s business is directed by the Board and is managed on a day-to-day basis by the Executive Chairman, Cameron Pearce.  The Board monitors compliance with objectives and policies of the Group through performance reporting, budget updates and periodic operational reviews.

Key performance indicators (KPIs)

Financial KPIs

Results for the year

With no income in the year the Group continues to monitor the loss before tax to ensure the continued viability of the Group and ability to continue to develop the Orom-Cross Graphite Project. The Group has made a loss before tax of £1,085,474 for the year ended 30 September 2022 (2021: loss before tax of £694,726).

Exploration expenditure – funding and development costs

At this stage in the Group’s development, the Group is focusing on financing and continued development of the Orom-Cross Graphite Project. Therefore, the funding and development costs of Orom-Cross Graphite project have been chosen as Key Performance Indicators.

The Group incurred £1,423,236 (2021: £976,084) of capitalised exploration costs, of which £1,018,703 related to Orom Cross Graphite Project which were required to carry out the initial drilling costs and testing of the mineral, and £404,533 relating to the Akelikongo project. The costs relating to Akelikongo were subsequently impaired and released to the statement of comprehensive income. These exploration costs are in line with the Board expectations.

In 2022 the Group raised funds of £2,628,748 (2021: £1,373,414) net of issue costs from the equity markets.  Please see note 20 for further details of the funds raised after the year end.

At 30 September 2022 the Group had a cash balance of £346,994 (2021: £93,288).

Employees

There were two employees during the year apart from the directors, the Chief Executive Officer (“CEO”) and the Chief Operating Officer (“COO”), who are the key management personnel. All current members of the Board and the key management personnel are males. For more information about the Group’s key management personnel see note 7.

Social, Community and Human Rights Issues

The Orom-Cross Graphite Project is still at an early stage of project development and further consideration will need to be given to social, community and human rights issues affecting the Project. Currently a key consideration is that under Ugandan law the Company is required to rehabilitate the area affected by the mining activities. Accordingly, there will be a potential cost associated with undertaking this obligation. At this time, although the Group continues to explore and test the minerals, the land has not been affected and therefore the Group has not accounted for any costs associated with the rehabilitation of the area.

On 10 September 2022 BRUL signed a revised agreement with the local communal land association of Locomo village for the land surface rights and has agreed to help provide local education and sensitization of the local communities in Akurumo parish on the opportunities and advantages of mining graphite. BRUL will give employment priorities to the local capable members of Akurumo parish

Since the acquisition of BRUL the Group has donated to local causes, such as a scholarship programme and to fight against COVID-19. The Group will continue to donate to the local communities around the region of Uganda in which the Project Licences are located.

Principal risks and uncertainties and risk management

The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out a robust assessment on the principal risks facing the Group, including those that threaten its business model, future performance, solvency or liquidity. 

The Group continues to monitor the principal risks and uncertainties with the help of specialists to ensure that any emerging risk are identified, managed and mitigated. There has been no significant impact to the Group from Covid-19 or from the Russia-Ukraine conflict.

Geological risks

On 19 July 2022, the Group completed the pre- feasibility study for the Orom-Cross graphite project and a net present value (post tax) assessment of $482million has been estimated from the project. The pre-feasibility study indicates a robust, long-term, and profitable mining operation at Orom-Cross. The Pre-feasibility study was managed by leading graphite technical experts Battery Limits Pty Limited (Australia), who have delivered several other graphite project feasibility study in the past. The estimated production per annum will be 36,000tpa as 96-97% end products and increasing this to 147,000tpa in stages. It is estimated that 50% of the product is +100 to +50 mesh fractions.  The pre-feasibility study estimated a US$1,307/t weighted average selling price for a basket of end products and US$499/t operating costs, underlining one of the lowest cost graphite projects worldwide.  On 26 September 2022 the Group announced that it had commenced the definitive feasibility study with completion date 2H-2023.

The Group uses advisors with specialist knowledge in mining and related environmental management for reducing the impacts of environmental risk.

Government regulation and political risk

The Group’s operating activities are subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters.

While the Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Group or its properties, which could have a material adverse impact on the Group’s current operations or planned exploration and development projects. Where required, obtaining necessary permits and licences can be a complex, time consuming process and the Group cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Group from proceeding with any future exploration or development of its properties. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities.

The Orom-Cross Graphite Project is located in Uganda. The Group’s activities may be affected in varying degrees by political stability and governmental regulations. Any changes in regulations or shifts in political attitudes in the country or any other countries in which the Group may operate are beyond the control of the Group and may adversely affect its operations. To mitigate this risk, the Board continues to review any changes on the government regulations and the political stability in Uganda.

Pricing risk

The development and success of any project of the Group will be primarily dependent on the future prices of graphite. The graphite prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to exchange rates, fluctuations in the value of the United States dollar and foreign currencies, global and regional supply and demand, and political and economic conditions. The price of graphite and other commodities have fluctuated widely in recent years, and future price declines could cause any future development of and commercial production from the Group’s property to be impracticable. Although the Group will have sufficient working capital for the Working Capital Period, depending on the price of graphite, projected cash flow from planned mining operations may not be sufficient for future operations and the Group could be forced to discontinue any further development and may lose its interest in, or may be forced to sell, some or all of its properties. Future production from the Orom-Cross Graphite Project is dependent on the production of graphite that is adequate to make the project economically viable. The Board regularly monitors the prices of graphite and is prepared to raise further capital if it is required.

Commodity and currency risk

As the Company’s potential earnings will be largely derived from the sale of graphite, the Company’s future revenues and cash flows will be impacted by changes in the prices and available market of this commodity. Any substantial decline in the price of graphite or in transport or distribution costs may have a material adverse effect on the Company.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major mineral producing centers as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company cost base will be in Pounds Sterling and Ugandan Shilling. Consequently, changes in the Pound Sterling and Ugandan Shilling exchange rates will impact on the earnings of the Company. The exchange rates are affected by numerous factors beyond the control of the Company, including international markets, interest rates, inflation and the general economic outlook.  The Directors are confident that they have put in place a strong management team capable of dealing with the above issues as they arise.

Financing

As of October 2022, the Group has been able to raise £750,000, which will support the Group’s financial position in the short term. The Group is likely to remain cash flow negative for some time and, although the Directors have confidence in the future revenue earning potential of the Group from its interests in the Orom-Cross Graphite Project, there can be no certainty that the Group will achieve or sustain profitability or positive cash flow from its operating activities. With regards to future capital expenditure on the Orom-Cross Graphite Project, the Company may need to raise additional capital beyond the Working Capital Period to fund additional exploration work for the future development of the Orom-Cross Graphite Project.

The Group has been approached by potential strategic partners who may eventually provide an offtake, funding or development scenario for the Orom-Cross graphite project. If this is not successful, the Board may consider stopping the project until further cash can be generated.

Future mineral prices, revenues, taxes, capital expenditures and operating expenses and geological success will all be factors which will have an impact on the amount of additional capital required. Additionally, if the Group acquires further exploration assets or is granted additional permits and/or exploration licences, this may increase its financial commitments in respect of the Group’s exploration activities.

In common with many exploration entities, the Group will need to raise further funds in order to progress the Group from pre-construction phase of its business and eventually into production of revenues.

Environmental and safety

The Orom-Cross Graphite Project is still at an early stage of project development and further consideration will need to be given to environmental and social issues affecting the Orom-Cross Graphite Project. Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from both future and historic exploration or mining activities, which may be costly to remedy. Risks may include on-site sources of environmental contamination such as oil and fuel from the mining equipment and rehabilitation of the site upon expiry of the Project Licences. Under Ugandan law the Company is required to rehabilitate the area affected by the mining activities, accordingly there will be a potential cost associated with undertaking this obligation. It is currently unknown what this could be but the funding of this could have a material impact on the Group’s financial position in the future.

If the Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Group.

The Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Group regards as reasonable.

Environmental management systems are in place to mitigate environmental hazard risks. The Group uses advisors with specialist knowledge in mining and related environmental management for reducing the impacts of environmental risk.

Section 172 Statement

The Board believes they have acted in a way most likely to promote the success of the Group for the benefit of its members as a whole, as required by section 172.

The requirements of section 172 are or the Board to:

·      consider the likely consequences of any decision in the long term,

·      act fairly between the members of the Group,

·      maintain a reputation for high standards of business conduct,

·      consider the interest of the Group’s employees,

·      foster the Group’s relationship with suppliers, customers and others, and

·    consider the impact of the Group’s operations on the community and the environment.

The Group operates a mineral exploration business, which is inherently speculative in nature and, without regular income, is dependent upon fund-raising for its continued operation.  The pre-revenue nature of the business is important to the understanding of the Group by its members, employees and suppliers, and the Directors are as transparent about the cash position and funding requirements as is allowed under LES regulations.

The principal decisions taken by the Board during the year relate to the ongoing research and development of the Orom-Cross Graphite Project, which since its acquisition in 2020 is still at an early stage of project development. The Board has looked to build upon the information available and the exploration activities carried out by the Subsidiary prior to its acquisition. Through work such as Metallurgical testwork and preliminary economic assessment the board continues to gather information on the long-term viability of the project and the impact on the local community and the environment. The Board have outlined a work program for the future strategy of the Project. In order to carry out its strategy, the company has entered into a number of contracts with providers who are best placed to undertake the necessary research and review.

On 22 February 2022 the Group acquired project Akelikongo which is a Nickel project with SIPA this project was to be acquired in stages. The Board made a decision to terminate the agreement on 6 September 2022 so that they could focus on the Orom project, following the positive results from the pre-feasibility study. The Board believed it was a strategic decision to deliver better shareholder value by focusing its attention on bringing the Orom-graphite project to operation more quickly.

The Board is ultimately responsible for the direction, management, performance and long-term sustainable success of the Group. It sets the Group’s strategy and objective considering the interest of all its stakeholders. A good understanding of the Company’s stakeholders enables the Board to factor the potential impact of strategic decisions on each stakeholder group into a boardroom discussion. By considering the Company’s purpose, vision and values together with its strategic priorities the Board aims to make sure that its decisions are fair. The Board has always, both collectively and individually, taken decisions for the long term and consistently aims to uphold the highest standards of business conduct. Board resolutions are always determined with reference to the interests of the Company’s employees, its business relationships with suppliers and customers. Wherever possible, local communities are engaged in the geological operations and support functions required for field operations providing much needed employment and wider economic benefits to the local communities. In addition, the Group contributes annually towards a scholarship programme for the local community in Uganda. The Board takes seriously its ethical responsibilities to the communities and environment in which it works.  We abide by the local and relevant UK laws on anti-corruption and bribery.

The Group follows international best practice on environmental aspects of our work.

Cameron Pearce

Director
12 January 2023

Link here for the detailed financial statements