Consolidated Statement of Comprehensive Income

For the period ended 30 June 2022

 

			2022
Continuing operations	Notes		£000
IPO costs			(146)
Administrative expenses	7		(1,734)
Operating loss			(1,880)
Other income	9		49
Net finance charges	10		46
Loss before taxation			(1,785)
Income tax	11		–
Loss for the period			(1,785)
Attributable to:
Equity holders of the Company			(1,782)
Non-controlling interests			(3)
			(1,785)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange gains arising on translation of foreign operations			30
Total comprehensive loss for the period			(1,755)
Attributable to:
Equity holders of the Company			(1,752)
Non-controlling interests			(3)
Total comprehensive loss for the period			(1,755)
Loss per share:
Basic and diluted earnings per share (pence)	12		(0.23)p

 

 

The accompanying notes form an integral part of this consolidated financial statements.

 

 

Consolidated Statement of Financial Position

As at 30 June 2022

			2022
	Notes		£000
Non-current assets
Property, plant and equipment	13		5
Intangible assets	14		18,300
Financial assets	15		1,221
Loans to associates	18		4,538
Total non-current assets			24,064
Current assets
Trade and other receivables	19		67
Cash and cash equivalents	20		371
Current assets			438
Total assets			24,502
Current liabilities
Trade and other payables	21		602
Borrowings	22		21
Total current liabilities			623
Non-current liabilities
Deferred tax liability	23		2,891
Total non-current liabilities			2,891
Total liabilities			3,514
Net assets			20,988
Equity
Share Capital	24		1,271
Share Premium	24		19,770
Warrants reserve	25		1,420
Foreign exchange reserve			30
Accumulated deficit			(1,529)
Equity attributable to owners of the parent			20,962
Non-controlling interests	27		26
Total equity			20,988

 

The accompanying notes form an integral part of this consolidated financial statements.

 

Consolidated Statement of Changes in Equity

For the period ended 30 June 2022

 

 

                                                         Attributable to equity holders of the Company

	Share capital	Share Premium	Warrants   reserve	Foreign exchange reserve	Accumulated deficit	Equity	Non-controlling interests	Total Equity
	£000	£000	£000	£000	£000	£000	£000	£000
At incorporation on 9 June 2021	50	–	–	–	–	50	–	50
Loss for the period	–	–	–	–	(1,782)	(1,782)	(3)	(1,785)
Exchange gain on translation of foreign operations	–	–	–	30	(3)	27	3	30
Total comprehensive loss for the period	–	–	–	30	(1,785)	(1,755)	–	(1,755)
Issue of share capital	1,221	22,738	–	–	–	23,959	–	23,959
Share issue costs	–	(1,312)	–	–	–	(1,312)	–	(1,312)
Warrants issued	–	(1,656)	1,656	–	–	–	–	–
Warrants exercised	–	–	(236)	–	236	–	–	–
Part disposal of subsidiary	–	–	–	–	20	20	26	46
Balance at 30 June 2022	1,271	19,770	1,420	30	(1,529)	20,962	26	20,988

 

The accompanying notes form an integral part of this consolidated financial statements.

Consolidated Statement of Cash Flows

For the period ended 30 June 2022

 

			2022
	Notes		£000
Cash flows from operating activities
Loss before taxation			(1,785)
Adjustments for:
Depreciation	13		3
Unrealised foreign exchange movements			(4)
Net cashflow before changes in working capital			(1,786)
Movement in receivables			(21)
Movement in payables			423
Net cash (used in) operating activities			(1,384)
Cash flows from investing activities
Acquisition of subsidiaries net of cash	16		26
Purchase of property, plant and equipment	13		(4)
Exploration expenditure	14		(892)
Loan to associate	18		(4,538)
Proceeds from sale of investment in subsidiary			860
Net cash used in investing activities			(4,548)
Cash flows from financing activities
Issue of share capital			1,550
Cost of issue of shares			(430)
Proceeds from exercise of warrants			788
Proceeds of borrowing			5,193
Cost of procuring convertible loan notes			(798)
Net cash generated from financing activities			6,303
Net change in cash and cash equivalents during the period			371
Cash at the beginning of period			–
Cash and cash equivalents at the end of the period			371

 

 

The accompanying notes form an integral part of this consolidated financial statements.

 

Company Statement of Financial Position

As at 30 June 2022

 

	Notes		2022
			£000
Non-current assets
Property, plant and equipment	13		2
Investment in subsidiaries	16		14,905
Trade and other receivables	19		1,504
Loans to associates	18		4,538
Total non-current assets			20,949
Current assets
Trade and other receivables	19		71
Cash and cash equivalents	20		199
Current assets			270
Total assets			21,219
Current liabilities
Trade and other payables	21		447
Total current liabilities			447
Net assets			20,772
Equity
Share Capital	24		1,271
Share Premium	24		19,770
Warrants reserve	25		1,420
Accumulated deficit			(1,689)
Total equity			20,772

The Company profit and loss account has been approved by the Directors, and the use of the exemption under s408 of the Companies Act has been applied to publish an individual profit & loss statement.

 

Losses for the Company for the period ended 30 June 2022 were £1,925,000.

 

 

The accompanying notes form an integral part of the company financial statements.

 

Company Statement of Changes in Equity

For the period ended 30 June 2022

 

 

	Share capital	Share Premium	Warrants   reserve	Accumulated deficit	Total Equity
	£000	£000	£000	£000	£000
At incorporation on 9 June 2021	50	–	–	–	50

 

Loss for the period	–	–	–	(1,925)	(1,925)
Total comprehensive loss for the period	–	–	–	(1,925)	(1,925)
Issue of share capital	1,221	22,738	–	–	23,959
Share issue costs	–	(1,312)	–	–	(1,312)
Warrants issued	–	(1,656)	1,656	–	–
Warrants exercised	–	–	(236)	236	–
Balance at 30 June 2022	1,271	19,770	1,420	(1,689)	20,772

 

The accompanying notes form an integral part of the company financial statements.

Company Statement of Cash Flows

For the period ended 30 June 2022

 

			2022
	Notes		£000
Cash flows from operating activities
Loss before taxation			(1,925)
Adjustments for:
Depreciation	13		1
Impairment loss			462
Gain on sale of investment in subsidiary			(20)
Net cashflow before changes in working capital			(1,482)
Movement in receivables			(21)
Movement in payables			527
Net cash (used in) operating activities			(976)
Cash flows from investing activities
Purchase of property plant and equipment	13		(3)
Acquisition of subsidiary	16		(20)
Loans to associates	18		(4,538)
Loans to subsidiaries	19		(1,427)
Proceeds from sale of investment in subsidiary			860
Net cash used in investing activities			(5,128)
Cash flows from financing activities
Issue of share capital	24		1,550
Cost of issue of shares	24		(430)
Proceeds from exercise of warrants	25		788
Proceeds of borrowing	26		5,193
Cost of borrowing			(798)
Net cash generated from financing activities			6,303
Net change in cash and cash equivalents during the period			199
Cash at the beginning of period			–
Cash and cash equivalents at the end of the period	20		199

The accompanying notes form an integral part of the company financial statements.

 

Notes to financial statements

1.   General information

Technology Minerals Plc (the ‘Company’) is a public limited company incorporated and domiciled in England under the Companies Act with registration number 13446965. The Company is listed on the main market of the London Stock Exchange. The Company’s registered office is Finsgate 5-7 Cranwood Street, London, England, EC1V 9EE.

 

2.   Basis of preparation

The principal accounting policies, methods of computation and presentation used in the preparation of the consolidated financial information are shown below. The policies have been consistently applied to all the years presented, unless otherwise stated.

 

Financial year ending 30 June 2022 covers the periods from 9 June 2021 to 30 June 2022. As the Company was incorporated on 9 June 2021 and the Group formed on 17 November 2021, there is no comparison period reported.

 

Technology Minerals Plc’s consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. All amounts are rounded to nearest thousand.

 

There have been no changes to the reported figures as a result of any new reporting standards or interpretations.

 

Basis of preparation

The Group’s financial statements have been prepared in accordance with UK adopted international accounting standards (IFRSs) in conformity with the requirements of the Companies Act 2006 and in accordance with the requirements of the Companies Act 2006.

 

The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.

 

Going Concern

On 18 November 2021 the Group obtained a Standard Listing on the LSE raising gross proceeds of £1.5 million before expenses. Subsequently, warrant exercises raised a further £0.8 million and the Group raised £0.9 million from the sale of a 10% interest in one of its mining assets. Additional plans are in place to raise further working capital and at the date of this report the Company is at an advanced stage in securing additional funding from new share placements and other sources of finance. The Company has lent Recyclus Group £4.5 million as at the balance sheet date and the first repayment under the loan agreement was received in July 2022 in accordance with the schedule.

The Directors have a reasonable expectation that the Company will be able to raise sufficient funds in order to meet planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and therefore the consolidated financial statement have been prepared on a going concern basis.

The Board continues to monitor the impact of the Ukraine war on the ability of the Group to pursue its strategy and will make appropriate changes should they be required.  There is not considered to be any material impacts on the financial position or results of the Group as a result of the Ukraine war at the reporting date.

 

Material Uncertainty

 

The Group’s ability to continue as a going concern is reliant on raising additional finance. The Company is currently in an advanced stage in securing further funding from share placements and other sources of finance. In addition, the cashflow forecast includes loan repayments from Recyclus which are dependent on the granting of environmental agency permits and the achievement of the sales forecasts. These conditions, along with other matters set out above indicate a material uncertainty exists that may cast significant doubt on the group and the parent company’s ability to continue as a going concern.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company its subsidiaries as if they formed a single entity. Subsidiaries are entities over which the Group has control. Control exists when the Company:

• has power over the investee;                                                                                                                   • is exposed, or has rights, to variable returns from its involvement with the investee; and                       • has the ability to use its power to affect its returns.

On acquisition, in the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Group financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Investments in subsidiaries are accounted for at cost less impairment within the Company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

Acquisitions and disposals of non-controlling interests in subsidiaries that do not result in a loss of control are accounted as transactions within equity. The difference between the fair value of the consideration paid or received and the amount by which the non-controlling interests are adjusted is recognised in equity and attributed to equity holders of the parent company.

 

3.   New standards, amendments and interpretations adopted by the Company

The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 9 June 2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in this financial information:

 

Standards/interpretations	Application	Effective from
IFRS 1 amendments	First-time Adoption of International Financial Reporting Standards	1 January 2022
IFRS 3 amendments	Business Combinations	1 January 2022
IAS 16 amendments	Property, Plant and Equipment	1 January 2022
IAS 37 amendments	Provisions, Contingent Liabilities and Contingent Assets	1 January 2022
IFRS 9 amendments	Annual Improvements to IFRS Standards 2018-2020 (fees in the 10 percent test for derecognition of financial liabilities).	1 January 2022
IAS 1	Presentation of Financial Statements	1 January 2023
IFRS 17	Insurance Contracts	1 January 2023
IAS 8 amendments	Definition of accounting estimates	1 January 2023

 

Financial instruments

 

Financial assets

The Company classifies its financial assets in the following measurement categories:

•     those to be measured subsequently at fair value through profit or loss;

•     those to be measured at amortised cost; and

•     those to be measured at fair value through other comprehensive income (FVTOCI).

The classification depends on the business model for managing the financial assets and the contracted terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following criteria are met:

•     the asset is held within a business model whose objective is to collect contracted cash flows; and

•     the contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

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

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

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value. Subsequently, they are measured at fair value with net changes in fair value recognised in other comprehensive income. Gains and losses on these financial assets are never recycled to profit or loss.

Financial liabilities

Basic financial liabilities, being trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. The Company does not hold or issue derivative financial instruments.

Investment in subsidiaries

Investments in subsidiaries are initially measured as cost and reviewed for impairment at each reporting period. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained up to the date that control ceases.

Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

Investment in associates

Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group’s share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group’s investment in the associate unless there is an obligation to make good those losses).

Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulting from these transactions is eliminated against the carrying value of the associate.

Any premium paid for an associate above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the consolidated statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.

Financial statements of operations

The assets and liabilities of operations, including goodwill and fair value adjustments arising on consolidation, are translated to Pound Sterling at exchange rates ruling at the date of the consolidated statement of financial position. The revenues and expenses of operations are translated to Pound Sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income. They are reclassified to profit or loss upon disposal.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are reclassified to the profit or loss as part of the profit or loss on disposal.

Current and deferred income tax

Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the Company 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 and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised

Loss per share

The Group presents basic and diluted loss per share (“LPS”) data for its ordinary shares. Basic LPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted LPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of ordinary shares outstanding for the effects of all potentially dilutive ordinary shares, which could comprise warrants, share options and the conversion of loan notes into shares.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.

Office equipment are depreciated straight line over 3 years.

Intangible assets

Intangible assets not acquired as part of a business combination are initially carried at cost. Intangible assets acquired as part of a business combination, and separately recognised from goodwill, are capitalised and measured at their fair value at the date of acquisition.

Exploration and evaluation costs

These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences. Mineral evaluation and exploration costs which are capitalised as intangible assets include costs of licence acquisition, technical services and studies, exploration drilling and testing and appropriate technical and administrative. Exploration costs are capitalised as intangible assets pending the determination of the feasibility the commercial viability of the project.

When the decision is taken to develop a mine, the related intangible assets are transferred to property, plant and equipment and the exploration and evaluation costs are amortised over the estimated life of the project. Prior to reclassification to property, plant and equipment exploration and evaluation assets are assessed for impairment and any impairment loss recognised immediately in the statement of comprehensive income.

Where a project is abandoned or is determined not economically viable, the related costs are written off.

The recoverability of deferred exploration and evaluation costs is dependent upon a number of factors common to the natural resource sector. These include the extent to which the Company can establish mineral reserves on its properties, the ability of the Company to obtain necessary financing to complete the development of such reserves and future profitable production or proceeds from the disposition thereof.

Goodwill

Goodwill represents the excess of the cost of a business combination over the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

Cost comprises the fair value of assets given, liabilities assumed, and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.

Impairment of non-financial assets

The carrying amounts of the Group’s assets are reviewed at the date of each consolidated statement of financial position to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment is measured by comparing the carrying values of the asset with its recoverable amount. The recoverable amount of the asset is the higher of the assets’ fair value less costs to sell and its value-in-use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in the income statement immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Trade and other receivables 

Trade and other receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.

Trade and other payables  

Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 

Borrowings

Interest bearing debt facilities are initially recognised at fair value, net of directly attributable transaction costs. Transaction costs are recognised in the income statement on a straight-line basis over the term of the facility.

Equity instruments and reserves description

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity and rank in full for all dividends or other distributions declared, made or paid on the ordinary share capital of the Company.

Share capital account represents the nominal value of the ordinary shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Warrant reserve represents equity-settled share-based payments made to third parties until such warrants are exercised.

Foreign exchange reserve represents:

·     differences arising on the opening net assets retranslation at a closing rate that differs from opening rate; and

·     differences arising from retranslating the income statement at exchange rates at the dates of transactions at average rates and assets and liabilities at the closing rate.

Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.

Warrants

The Company estimates the fair value of the future liability relating to issued warrants using the Black-Scholes pricing model considering the terms and conditions upon which the warrants were issued.

Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the warrants.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of Black-Scholes model. Where the value of the goods or services received in exchange for the share-based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.

Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to “Share-based payments reserve”.

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting or if the share options vest but are not exercised.

When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to accumulated profit and loss reserve.

4.   Financial risk

The following represent the key financial risks that the Company faces:

Financial risk factors

The Company’s operations exposed it to a variety of financial risks that had included the effects of credit risk, liquidity risk and interest rate risk. The Company had in place a risk management programme that attempted to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs. The Company did not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting was applied.

Given the size of the Company, the Directors did not delegate the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board of Directors were implemented by the Company’s finance department:

(a) Credit risk

The Company’s credit risk was primarily attributable to its trade receivables balance. The amounts presented in the statement of financial position are net of allowances for impairment;

(b) Liquidity risk

Liquidity risk was the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s financial liabilities included its trade and other payables shown in Note 21;

(c) Interest rate cash flow risk

The Company had interest-bearing assets. Interest bearing assets comprised cash balances and unsecured loans, which earned interest at floating rates.

Capital risk management

The Company monitors capital which comprises all components of equity (i.e., share capital, share premium and retained earnings/losses).

5.   Critical accounting estimates and judgements

The preparation of the financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

Information about such judgements and estimates are contained in the accounting policies and/or the notes to the consolidated financial statements. Areas of judgement that have the most significant effect on the amounts recognised in the consolidated financial statements are as follows:

 

Valuation of warrants

The Company estimates the fair value of the future liability relating to issued warrants using the Black-Scholes pricing model taking into account the terms and conditions upon which the warrants were issued, if the warrant was granted on its own.

 

Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the warrants.

 

Loan to associate

Determination as to whether, the loan to associate is recoverable involves management estimates and judgement. Management uses discounted cashflow forecasts of the associate to determine whether an impairment of the loan is required. The Company has considered a range of sensitivities in respect of sales, cost of sales and discount rates and has assumed that the relevant environmental permits will be issued to enable the achievement of sales. The Company has concluded that there is considerable headroom over the carrying value of the loan.

 

Unquoted financial assets

The unquoted financial assets are held at fair value through other comprehensive income. Management determined that the fair value of these financial assets was their cost.

 

Impairment of exploration and evaluation costs

Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates. Management uses the following triggers to assess whether impairment has occurred (the list is not exhaustive):

•     the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed.

•     substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

•     exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

•     sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full on successful development or by sale.

6.   Business and geographical reporting

The Group’s chief operating decision maker is considered to be the Executive Directors (the ‘Executive Board’). The Executive Board evaluates the financial performance of the Group by reference to its mineral exploration and battery recycling activities – its reportable segments.

 

Below is a summary of the Group’s results, assets and liabilities by reportable segment as presented to the Executive Board.

 

 

	Mineral exploration	Battery recycling	Other	Total
	£000	£000	£000	£000
Year ended 30 June 2022:
Operating expenses	(130)	–	(1,655)	(1,785)
Total segment operating loss	(130)	–	(1,655)	(1,785)
Total segment assets
At 30 June 2022	18,572	4,538	1,392	24,502
Total segment liabilities
At 30 June 2022	(3,002)	–	(512)	(3,514)

 

 

7.   Administrative expenses

		2022
		£000
Legal and professional fees		816
Employee benefit expense		443
Advertising and marketing		341
Audit and Tax		76
Depreciation		3
Other administrative expenses		55
		1,734

 

Auditors’ remuneration

		2022
		£000
Fees payable for the audit of the Group		47
Fees payable for non-audit services – reporting accountant		35
		82

 

8.   Employees and Directors

During the period key management personnel were the Directors of the Company

The average number of persons employed by the Company during the period (including Directors that receive remuneration) was 5.

The following table sets out the total employee and Director costs:

		2022
		£000
Director and consulting fees		473
Wages and salaries		18
Social security costs		41
		531

 

The following table sets out the Directors’ remuneration costs:

	Basic Salary/fees £’000	Pension £’000	Social Security £’000	Benefits £’000	Bonus £’000	Off-payroll £’000	Total £’000
Executive Directors
Robin Brundle	90	1	12	6	–	–	109
Alex Stanbury	133	1	14	6		59	213
Nigel Ruddock	34	–	3	–	–	29	66
James Hannon	–	–	–	–	–	–	–
James Cable	15	–	1	–	–	–	16
Lester Kemp	40	1	5	–	–	–	46
Wilson Robb	34	–	4	–	–	–	38
Non-Executive Directors
Philip Beard	–	–	–	–	–	12	12
Nicholas Kounoupias	–	–	–	–	–	12	12
Chang Oh Turkmani	–	–	–	–	–	–	–
Total	346	3	39	12	–	112	512

The highest paid Director during the period was Alex Stanbury receiving a total remuneration of £213,000.

 

9.   Other income

		2022
		£000
Management fees		45
Foreign exchange gain		4
		49

 

10.  Net finance charges

		2022
		£000
Interest on loans		46
		46

 

 

11.  Taxation

 

		2022
		£000
Current tax		–
Deferred tax		–
Total income tax expense		–

 

 

		2022
		£000
(Loss) for the period		(1,785)
(Loss) before income taxes		(1,785)
Tax using the Company’s domestic tax rate 19%		(339)
Effect of non-deductible expenses		2
Utilisation of tax losses		–
Differences in overseas tax rates		2
Tax losses carried forward		335
Total tax expense		–

 

Effective tax rate

The effective tax rate was 19% (2021: 19%). Tax charges are affected by the mix of profits and tax jurisdictions in which the Group operates. The impact of unrecognised tax losses and non-deductible items increases the Group’s overall effective tax rate.

 

At the period end, the Group had estimated tax losses of £3,365,000 available for carry forward against future trading profits. As legislation has been enacted whereby the corporation tax rate is 25% from April 2023, the tax losses would have resulted in an additional deferred tax asset of £841,000 which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

 

12.  Loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 

		2022
		£000
Loss from continuing operations attributable to equity holders of the company		(1,785)
Weighted average number of ordinary shares in issue		785,135,966
Basic and fully diluted loss per share from continuing operations in pence		(0.23)

 

13.  Property, plant and equipment – Group

Cost		Office equipment £000	Total £000
9 June 2021		–	–
Additions		8	8
30 June 2022		8	8
Depreciation
9 June 2021		–	–
Depreciation charge		3	3
30 June 2022		3	3
Net book value 30 June 2022		5	5

Additions during the period include £4,000 of office equipment from the acquisition of Techmin Limited .

Property, plant and equipment – Company

Cost		Office equipment £000	Total £000
9 June 2021		–	–
Additions		3	3
30 June 2022		3	3
Depreciation
9 June 2021		–	–
Depreciation charge		1	1
30 June 2022		1	1
Net book value 30 June 2022		2	2

 

 

14.  Intangible assets

 

Cost	Mineral exploration £000	Goodwill £000	Total £000
9 June 2021	–	–	–
Acquired through business combinations	14,477	2,891	17,368
Additions	1,746	–	1,746
Disposals	(814)	–	(814)
30 June 2022	15,409	2,891	18,300
Accumulated amortisation
9 June 2021	–	–	–
Amortisation	–	–	–
30 June 2022	–	–	–
Net book value 30 June 2022	15,409	2,891	18,300

 

See note 16 for further details on the mineral resource exploration projects acquired through the acquisition of Emperium, LRH Group, TML and OEL Group.

 

On 20 May 2022, the Company sold 10% interest in Emperium, for a cash consideration of £860,000. The difference between the cash consideration received and the reduction in intangible assets is recognised in retained earnings.

 

15.  Financial assets

			Group 2022 £000	Company 2022 £000
1 January 2021			–	–
Additions			1,221	–
30 June 2022			1,221	–

 

The additions during the period were acquired as part of the acquisition of LRH Group and OEL see note 16 for further information.

 

16.  Investment in subsidiaries

 

On 17 November 2021 the Company acquired 100% of the issued share capital of Emperium 1 Holdings Corporation (Emperium), LRH Resources Limited and its wholly owned subsidiary Asturmet Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore Energy Limited (OEL) and its wholly owned subsidiary Technology Minerals Cameroon (TMC). The consideration to acquire each company except for TML was settled by the issuance of ordinary shares in the Company. See note 24 for further information.

 

On 20 May 2022, the Company sold 10% interest in Emperium, taking its ownership down to 90%.

 

Emperium is a company incorporated in the State of Nevada that owns mineral claims on approximately 13,900 acres in the United States in an area commonly known as the ‘Idaho Cobalt Belt’.

 

LRH is a company incorporated in the Republic of Ireland and engages in mineral exploration, development and extraction and is primarily focused on Battery Metals. LRH owns a 100% interest in fifteen prospecting licences covering an area of approximately 477 sq. km in Ireland and a 100% interest in seven applications for exploration permits, one of which has been granted, in northern Spain.

 

OEL is a company incorporated in England that has applied for exploration permits covering an area of 2,456 square kilometres in Cameroon close to an area commonly known as the ‘Nkamouna cobalt find’.

 

TML is a company incorporated in the England that has entered into option agreements to acquire mining claim rights covering an area of 3,175 acres in Idaho and a working interest in a mining project in South Dakota, United States.

 

The consideration paid and the fair value of the net assets acquired for each of the subsidiaries is as follows:

 

	Emperium £000	LRH Group £000	TML £000	OEL £000	TMC £000	Total £000
Consideration paid in shares	8,400	605	–	6,720	–	15,725
Consideration paid in cash	–	–	20	–	–	20
Total Fair Value of Consideration	8,400	605	20	6,720	–	15,745
Identifiable assets and liabilities acquired
Intangible assets	258	262	140	–	–	660
Financial assets	–	3	–	1,218	–	1,221
Property, plant and equipment	–	–	4	–	–	4
Trade and other receivables	–	–	–	140	1	141
Cash	–	8	37	1	–	46
Trade and other payables	–	(22)	(470)	(312)	–	(804)
Less carrying amount of mineral resource projects acquired	258	251	(289)	1,047	1	1,268
Fair value of mineral resource projects acquired	8,142	354	309	5,673	(1)	14,477
Deferred tax on mineral resource projects acquired:
Location	USA	Ireland	UK	UK	Cameroon	–
Tax rate	21%	12.5%	19%	19%	33%	–
Deferred tax liability	1,710	44	59	1,078	–	2,891
Mineral resources project transferred to intangible assets	9,852	398	368	6,751	(1)	17,368

The carrying amounts of the mineral resource projects acquired was considered to be equal to their fair values. £46,000 of cash contributions were made by the subsidiaries acquired during the period.

 

Contribution of the acquisitions to operating, investing, and financing cashflows for the period are as follows:

 

Group			2022 £000
Operating			(394)
Investing			(913)
Financing			–
Net decrease in cash and cash equivalents			(1,307)

 

 

 

Investment in subsidiaries – Company

			Company £000
9 June 2021			–
Additions			15,745
Disposals			(840)
30 June 2022			14,905

 

During the period 10% of Emperium was sold for a cash consideration of £840,000.

 

As at 30 June 2022 the company held interests in the following subsidiary companies:

 

Company	Country of registration	Proportion held	Nature of business
Techmin Limited	United Kingdom	100%	Mineral exploration
Onshore Energy Limited	United Kingdom	100%	Mineral exploration
Emperium 1 Holdings Corporation	USA	80%	Mineral exploration
LRH Resources Ltd	Ireland	100%	Mineral exploration
Asturmet Recursos S.L.	Spain	100%	Mineral exploration
Technology Minerals Cameroon	Cameroon	100%	Dormant

 

 

17.  Investment in associates

In September 2021 the Company acquired 49% of a battery-recycling business, Recyclus Group Ltd (‘Recyclus’) for nil consideration. Under the equity method the initial investment is recognised at cost being nil.

18.  Loans to associates

During the period the Company provided an unsecured loan to Recyclus as follows:

£000		Group	Company
9 June 2021		–	–
Loans acquired		2,909	2,909
Additions		1,629	1,629
30 June 2022		4,538	4,538

Loans to associates generally bear 2% interest. The loan is repayable in monthly instalments from July 2022.

 

 

19.  Trade and other receivables

			Group 2022 £000	Company 2022 £000
Non-current assets
Amounts receivable from subsidiary undertakings			–	1,504
			–	1,504
Current assets
Other debtors			15	15
VAT receivable			23	27
Prepayments and accrued income			29	29
			67	71

The intercompany loan to Techmin Limited included in amounts receivable from subsidiary undertakings was impaired by £462,000 to £746,000 being the amount considered to be recoverable.

 

20.  Cash and cash equivalent

			Group 2022 £000	Company 2022 £000
Cash and cash equivalents			371	199
			371	199

£46,000 of cash contributions were made by the subsidiaries acquired during the period. See note 16 for further information.

 

21.  Trade and other payables

			Group 2022 £000	Company 2022 £000
Trade and other payables			449	310
Taxation and social security			71	71
Accruals			82	66
			602	447

 

22.  Borrowings

			Group 2022 £000	Company 2022 £000
Amount owed to third parties			21	–
Total borrowings			21	–

 

23.  Deferred tax liability

Deferred tax is calculated in full on temporary differences under the liability method.

 

			Group 2022 £000	Company 2022 £000
At 1 January 2021			–	–
Arising on acquisition of mineral resource projects			2,891	–
At 30 June 2022			2,891	–

 

24.  Share capital and share premium

 

Group and Company	Number of ordinary shares of 1p	Share capital £000	Share premium £000
At 9 June 2021	50,000,000	50	–
Share issue – placings	66,666,667	66	1,433
Share issue – deal consideration	807,252,571	807	15,391
Share issue – conversion of CLNs	306,229,366	306	4,887
Share issue – introduction fees	3,733,333	4	80
Share issue – warrants exercised	29,813,941	30	758
Share issue – in lieu of services provided	7,727,715	8	189
Share issue – costs	–	–	(1,312)
Fair value of share warrants issued	–	–	(1,656)
At 30 June 2022	1,271,423,593	1,271	19,770

 

The history of the Company’s share capital is as follows:

 

On incorporation

50,000,000 Ordinary Shares of £0.001 each of which 49,999,999 Ordinary Shares were issued to Century Cobalt Corp. and 1 to Alexander Stanbury, who holds his share as nominee for Century Cobalt Corp.

 

Share placing – 17 November 2021

Placing of 66,666,667 Ordinary Shares of £0.001 at a price of £0.0225 (Placing Price) per Ordinary Share raising £1,500,000 before issue costs.

 

Deal consideration paid

17 November 2021

420,000,000 Ordinary Shares of £0.001 at a price of £0.02 per Ordinary Share were issued for a total consideration of £8,400,000 to acquire 100% of Emperium.

 

336,000,000 Ordinary Shares of £0.001 at a price of £0.02 per Ordinary Share were issued for a total consideration of £6,720,000 to acquire 100% of OEL.

 

30,239,131 Ordinary Shares of £0.001 at a price of £0.02 per Ordinary Share were issued for a total consideration of £604,783 to acquire 100% of LRH.

 

16 March 2022

21,013,440 Ordinary Shares at a price of £0.02 per Ordinary Share were issued for a total consideration of £472,499 to acquire 100% Blackbird Creek Property.

 

Conversion of CLNs – 17 November 2021

Refer to note 26.

 

Introduction fees – 17 November 2021

£84,000 was paid by way of issuance of 3,733,333 Ordinary Shares of £0.001 at a price of £0.0225 per Ordinary Share to League of Angels for introduction fees.

 

Warrants exercised – 21 February 2022

23,147,274 warrants were exercised to acquire 23,147,274 ordinary shares at a price of £0.03375 per share.

 

6,666,667 warrants were exercised to acquire 6,666,667 ordinary shares at a price of 0.1p per share.

 

Share issue in lieu of services provided

24 March 2022

1,333,333 ordinary shares issued at a price of £0.0225 per share to United Capital Investments London Limited in settlement of a payment due to UCI for the Company’s wholly-owned subsidiary, Onshore Energy Limited.

 

2,222,222 ordinary shares issued at a price of £0.0225 per share to UCI in settlement of a payment due from the Company to PAI Capital Ltd.

 

2,436,104 ordinary shares issued at a price of £0.0278 per share to Aurum Exploration Limited in settlement of payment due to Aurum for work carried out by Aurum for the Company’s wholly-owned subsidiary, LRH Limited.

 

10 June 2022

603,981 ordinary shares issued at a price of £0.0314 per share to North American Strategic Metals Inc. in settlement of payment due to NASM.

 

1,132,075 ordinary shares issued at a price of £0.0265 per share to a supplier for the provision of consultancy services.

 

25.  Warrants

CLN Warrants

Warrants were issued to the holders of the Convertible Loan Notes (CLN Warrants),that will give them the right to within 2 years from Admission to subscribe for one Ordinary Share in Technology Minerals for each Ordinary Share issued to the loan note holder on conversion of the loan note at Admission, at the Placing Price x 150%.

 

Placee Warrants

Each placee of the £1.5m share placing will have the right to subscribe for one Ordinary Share in Technology Minerals for each placing share issued to the placee at the Placing Price x 150% exercisable within 2 years from Admission.

 

Advisor Warrants

Warrants were issued to the Company’s advisors that will give them the right to within 2 years from Admission to subscribe for Ordinary Shares in Technology Minerals at exercise prices of £0.03375 and £0.001.

 

The fair value of the warrants issued during the period was calculated using the Black-Scholes mode using the following information:

	CLN Warrants	Placee and advisor Warrants	Advisor Warrants
Number of shares that could be acquired on the exercise of the warrant	306,229,366	72,955,554	7,333,334
Fair value of one CLN Warrant	£0.003937	£0.00401	£0.02151
Warrant Share exercise price	£0.03375	£0.03375	£0.001
Date of grant	29/07/2021	17/11/2021	17/11/2021
Time to maturity, years	2	2	2
Share price	£0.0225	£0.0225	£0.0225
Expected volatility*,%	55%	55%	55%
Expected dividend growth rate,%	0%	0%	0%
Risk-free interest rate (3 year bond),%	0.076%	0.56%	0.56%

 

*Calculation of volatility involves significant judgement by the Directors due to the absence of the historical trading data for the Company at the date of the grant.

 

The fair value of the warrants is £1,656,199 and has been charged to Share premium. See note 24.

 

At 30 June 2022, the Company had outstanding warrants to subscribe for Ordinary shares as follows:

 

Warrant exercise price	Expiry date	Fair value of individual warrant	At 01/07/2021	Issued	Exercised	At 30/06/2022
£0.03375	29/07/2023	£0.003937	–	306,229,366		306,229,366
£0.03375	17/11/2023	£0.00401	–	72,955,554	(23,147,274)	49,808,280
£0.001	17/11/2023	£0.02151	–	7,333,334	(6,666,667)	666,667
			–	386,518,254	(29,813,941)	356,704,313

 

 

 

26.  Convertible loan notes

On 29 July 2021 the Company issued convertible loan notes in 3 tranches: Series A, Series B and Series C. The Series A and Series B CLNs were originally issued by Techmin Limited and on 29 July 2021 the Company assumed all of Techmin Limited’s obligations.

 

The Company raised a total of £5,192,800 before costs.

 

On 17 November the CLNs were converted into the Ordinary Shares of the Company as follows:

CLN Series	Amount borrowed £	Discount to Placing Price %	Issue price per Ordinary Share £	Number of Ordinary shares issued on conversion
Series A	1,762,800	30%	0.0158	111,923,810
Series A	292,500	35%	0.0146	20,000,000
Series B	2,137,500	20%	0.0180	118,750,000
Series C	1,000,000	20%	0.0180	55,555,556
Total	5,192,800			306,229,366

 

27.  Non-controlling interests

Non-controlling interests that are material to the Group are reflected in the table below.

 

On 20 May 2022 Technology Minerals Plc sold 10% interest in its wholly owned subsidiary Emperium Ltd, a US cobalt/copper projects: the Blackbird Creek Project and Emperium Project (collectively “the Properties”), to Bluebird Metals LLC, taking its ownership down to 90%. The consideration received for the 10% disposal was £860,000.

 

Summarised below is the financial information for Emperium Ltd, before intragroup eliminations together with amounts attributable to NCI:

 

				2022 £000
Non-current assets			376
Current assets			–
Non-current liabilities			–
Current liabilities			(119)
Net assets			257
Attributable to owners of the parent			231
Attributable to non-controlling interests			26

 

 

Attributable to non-controlling interests			2022 £000
Loss for the year			(3)
Net (decrease)/increase in cash and cash equivalents			–

 

 

28.  Financial risk management

The Group’s activities expose it to a variety of financial risks which result from its operating and investing activities; market risk (foreign currency exchange risk), liquidity risk, capital risk and credit risk. These risks are mitigated wherever possible by the Group’s financial management policies and practices described below. The Group’s financial risk management is carried out by the finance team led by the Chief Financial Officer and under policies approved by the Board. Group finance identifies, evaluates and mitigates financial risks in close co-operation with the Group’s senior management team.

 

Financial instruments by category

 

Group	Group 2022 £000	Company 2022 £000
Financial assets at amortised costs:
Trade and other receivables	67	71
Cash	371	199
Loan receivable	4,538	4,538
Financial liabilities at amortised costs:
Trade and other payables	602	447
Borrowings	21	–
Financial assets at fair value through other comprehensive income:
Financial assets	1,221	–

Investments in equity instruments at FVTOCI are measured at cost, which is considered to be equal to their fair values.

 

Capital risk

The Group’s objectives when managing capital are:

 

·             to safeguard the Group’s ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

·             to support the Group’s growth; and

·             to provide capital for the purpose of strengthening the Group’s risk management capability

 

The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities.  Management regards total equity as capital and reserves, for capital management purposes. The Group is not subject to externally imposed capital requirements.

 

Credit risk

Credit risk refers to the risk that the Group’s financial assets will be impaired by the default of a third party (being non-payment within the agreed credit terms). The Group is exposed to credit risk primarily on its cash and cash equivalent balances as set out in note 20 and on its trade and other receivable balances as set out in note 19. The Group’s credit risk is primarily attributable to its other receivables, being royalty receivables. It is the policy of the Group to present the amounts in the balance sheet net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and the current economic environment. In certain cases, the Group has the right to audit the reported royalty income.

 

For banks and financial institutions, only parties with a minimum credit rating of BBB are accepted. The majority of cash is held with Revolut Limited in the UK.

 

The Directors have considered the credit exposures and do not consider that they pose a material risk at the present time. The credit risk for cash and cash equivalents is managed by ensuring that all surplus funds are deposited only with financial institutions with high quality credit ratings. There are currently no expected credit losses.

 

Liquidity risk

Liquidity risk relates to the ability of the Group to meet future obligations and financial liabilities as and when they fall due. The Group currently has sufficient cash resources to pay the trade and other payables and contingent consideration when they fall due. 

Future expected payments
Group		2022 £000
Trade and other payables within one year		602
Current tax liabilities within one year		–

 

Foreign exchange risk

 

The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the United States Dollar (USD) and the Euro.

 

The following table highlights the major currencies the Group operates in and the movements against the Great British Pound (GBP) during the course of the year:

	Average rate			Reporting spot rate
	2022	2021	Movement	2022	2021	Movement
United States Dollar	1.32	1.35	(0.03)	1.22	1.38	(0.16)
Euro	1.18	1.13	0.05	1.16	1.17	(0.01)

 

The Group’s exposure to foreign currency risk based on GBP equivalent carrying amounts of monetary items at the reported date:

			2022                       2022                                               £000                     £000
			USD	EUR
Cash and cash equivalents			–	20
Trade and other receivables			–	1
Trade and other payables			(8)	(105)
Net exposure			(8)	(84)

The Group does not hedge against foreign exchange movements.

 

 

 

Exchange rate sensitivity

 

The Group is mainly exposed to foreign exchange risk on the cash balances and trade and other payables denominated in currencies other than GBP as detailed above.  A +/- 10% change in the GBP:EUR and GBP:USD rate and the impact of a +/- 10% change on the exchange rates on the translation of foreign subsidiaries into the Group’s presentation currency would result in the following changes:

 

			2022 £000	2022 £000
			Profit/(loss) +10%/-10%	Equity +10%/-10%
USD			(1) / 1	28 / (28)
EUR			(26) / 26	26 / (26)

 

 

29.  Related party transactions

Base salaries paid to the Executive Directors for the year ended 30 June 2022 was £358k. See note 8 for further details.

 

The amounts paid to the Non-Executive Directors for services for the year ended 30 June 2022 was £24k.

 

During the year an introductory fee of 5% was paid, in shares, to PAI.Capital Ltd. as a result of the convertible loan note issued to Kafina Investments LLC in return for £1,000,000. Alexander Stanbury, Robin Brundle and Philip Beard were advisers to PAI.Capital Ltd at the time the note was issued but are no longer advisors to PAI.Capital Ltd.

 

During the year the Company provided a loan of £4.5m to Recyclus Group, an associate. Alex Stanbury is also a Director of Recyclus Group Limited. The interest charged on the loan is 2% per annum and the amount charged for the period was £46,000. See note 17 and 18 for further information.

 

During the year Technology Minerals Plc sold 10% interest in its wholly owned US Blackbird Creek Project and Emperium Project to Bluebird Metals LLC. The beneficial owner is a Non-Executive Director of Technology Minerals Plc. See note 27 for further information.

 

During the period the Company charged £140,000 for the provision of management services to its subsidiaries.

 

During the period the Company provided £1,504,000 of loans to its subsidiaries. The interest charged on the loans was 2% per annum and the amount charged for the period was £20,000. See note 19.

 

As at 30 June 2022 amounts receivable from subsidiary undertaking was as follows:

 

Company		2022 £000
Techmin Limited		746
Onshore Energy Limited		170
Emperium 1 Holdings Corporation		119
LRH Resources Ltd		225
Asturmet Recursos S.L.		244
		1,504

 

 

30.  Notes supporting statement of cashflows

Significant non-cash transactions from investing activities are as follows:

		2022 £000
Equity consideration for the acquisition of subsidiaries		15,725
Equity consideration for the acquisition of mineral resources project		473
Shares issued in lieu of services provided by third parties		269

See notes 16 and 24 for further information

 

Significant non-cash transactions from financing activities are as follows:

		2022 £000
Conversion of loan notes to equity		5,193

See note 26 for further information.

 

 

31.  Events occurring after the reporting date

On 9 August 2022, the St Patrick licence was extended for three years at the Asturmet Cu-Co-Ni Project in Spain.

 

In October 2022, the Company signed binding Heads of Terms (“HoTs”) agreement to acquire the remaining approximately 51% of shares not already held in Recyclus. The transaction is subject to completion of due diligence and shareholder approval. 

 

32.  Ultimate Controlling Party

The company does not have a single controlling party.