TIDMCRCL
RNS Number : 4417T
Corcel PLC
20 March 2023
Corcel PLC
("Corcel" or the "Company")
Half Year Report
20 March 2023
Corcel Plc (London AIM: CRCL), the extractive industries
exploration and development company, with interests in battery
metals including nickel, cobalt, and rare earth elements, announces
its unaudited half-yearly results for the six months ended 31
December 2022.
Board Statement
Dear Shareholders,
We believe Q1 2023 marks a pivotal moment for your Company,
following an admittedly difficult period.
Corcel is now positioned as a carried non-operator miner across
multiple mineral exploration projects in its growing battery metals
upstream portfolio and has recently broadened its strategy to
include oil and gas alongside mining, with a particular focus on
Brazil. This reflects the significant onshore opportunity set in
the oil and gas sector at attractive valuations and the Company's
Executive experience and connectivity in this space. Whilst the
Company continues to have a strong belief in global
electrification, with the expected supply constraints in these key
metals and the associated price increases already underway, the
Company has decided to take advantage of the macro tailwinds in the
oil and gas sector and leverage its connections and expertise in
the sector.
To enable this strategic repositioning, the Company has taken
various steps to re-position its legacy portfolio including:
o Restructuring its PNG nickel assets, positioning them in a
broader portfolio, on a fully carried basis, ready for a standalone
listing which we expect to be at a highly attractive valuation
o Acquiring and subsequently farming out the Mt. Weld project in
Western Australia. Mt Weld is a potentially significant rare earth
project, located next to one of the world's largest REE mines,
where the encouraging results of a magnetics inversion confirm the
potential of the project, which is now preparing up to four high
quality drill targets. This interest is non-operated and fully
carried with drilling expected to commence shortly with potentially
transformational results
o Completing a series of asset sales, including the Tring Road
and the Burwell projects
o Completing a substantial deleveraging programme during
2022
The Company is therefore now positioned with near term, and
potentially transformational, newsflow from both Mt Weld and
advantaged potential oil and gas acquisitions. With its legacy
assets now fully carried, we believe shareholders can look forward
to an exciting 2023.
The Board and I want to thank our shareholders for their
support.
James Parsons
Executive Chairman
Consolidated statement of financial position
as at 31 December 2022
Notes 31 December 31 December 30 June
2022 2021 2022
Unaudited, Unaudited, Audited,
GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Investments in associates
and joint ventures 6 1,921 2,381 1,988
Exploration and evaluation
assets 8 1,217 1,067 1,026
Property, plant and equipment 52 110 52
FVTOCI financial assets 7 1 1 1
FVTPL financial assets 7 - 72 -
Other receivables 1,514 1,416 1,502
------------
Total non-current assets 4,705 5,047 4,569
Current assets
Cash and cash equivalents 226 50 25
Trade and other receivables 215 178 277
------------
Total current assets 441 228 302
TOTAL ASSETS 5,146 5,275 4,871
EQUITY AND LIABILITIES
Equity attributable to
owners of the parent
Called up share capital 9 2,770 2,746 2,751
Share premium account 25,674 24,161 24,961
Shares to be issued 75 75 75
Other reserves 2,412 2,048 2,095
Retained earnings (27,457) (25,245) (26,757)
------------ ------------ ---------
Total equity 3,474 3,785 3,125
------------ ------------ ---------
LIABILITIES
Current liabilities
Trade and other payables 758 218 323
Short term borrowings 914 1,272 1,423
------------
Total current liabilities 1,672 1,490 1,746
TOTAL EQUITY AND LIABILITIES 5,146 5,275 4,871
The accompanying notes form an integral part of these financial
statements.
Consolidated statement of income
for the period ended 31 December 2022
Notes 6 months 6 months
to 31 December to 31 December
2022 2021
Unaudited, Unaudited,
GBP'000 GBP'000
Gain on sale of JV projects 353 -
Administrative expenses 3 (527) (507)
Project expenses (44) -
Foreign currency (loss)/gain 16 -
Finance costs, net (431) (105)
Share of loss of associates and
joint ventures (67) (2)
Loss for the period before taxation (700) (614)
Tax expense - -
---------------- ----------------
Loss for the period after taxation (700) (614)
---------------- ----------------
Earnings per share
Loss per share - basic, pence 4 (0.13) 0.16
Loss per share - diluted, pence 4 (0.13) 0.16
Consolidated statement of comprehensive income
for the period ended 31 December 2022
6 months 6 months
to 31 December to 31 December
2022 2021
Unaudited, Unaudited,
GBP'000 GBP'000
(Loss)/profit for the period (700) (614)
Unrealised foreign currency gain/(loss) (38) -
on translation of foreign operations
Revaluation of FVTOCI investments 7 - (6)
Total comprehensive loss for the period (738) (620)
The accompanying notes form an integral part of these financial
statements.
Consolidated statement of changes in equity
for the period ended 31 December 2022
The movements in equity during the period were as follows:
Share Share Shares Retained Other Total
capital premium to be earnings reserves Equity
account issued
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2021
(audited) 2,726 24,161 75 (24,630) 2,018 4,370
Changes in equity
for six months
ended 31 December
2021
Profit/ (loss)
for the period - - - (615) - (615)
Other comprehensive - - - - - -
(loss)/income for
the period
Revaluation of
FVTOCI investments - - - - (6) (6)
--------- --------- ------------ ---------- ---------- --------
Total comprehensive
(loss)/income for
the period - - - (615) (6) (621)
Transactions with
owners
Warrants issued - - - - 36 36
--------- --------- ------------ ---------- ---------- --------
Total Transactions
with owners - - - (615) 30 (585)
--------- --------- ------------ ---------- ---------- --------
As at 31 December
2021 (unaudited) 2,746 24,161 75 (25,245) 2,048 3,785
--------- --------- ------------ ---------- ---------- --------
As at 1 July 2022
(audited) 2,751 24,961 75 (26,757) 2,095 3,125
Changes in equity
for six months ended
31 December 2022
Profit/ (loss) for
the period - - - (700) - (700)
Other comprehensive
(loss)/income for
the period
Unrealised foreign
currency gain arising
on translation of
foreign operations - - - - (38) (38)
------ ------- --- --------- ------ ------
Total comprehensive
(loss)/income for
the period - - - (700) (38) (738)
Transactions with
owners
Issue of shares 19 738 - - - 757
Share issue and
fundraising costs - (25) - - - (25)
Options issued - - - - 27 27
Warrants issued - - - - 328 328
Total Transactions
with owners 19 713 - - 355 1,087
As at 31 December
2022 (unaudited) 2,770 25,674 75 (27,457) 2,412 3,474
------ ------- --- --------- ------ ------
FVTOCI Share-based Warrants Foreign Total
investments payments Reserve currency other
reserve reserve translation reserves
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2021 (audited) 4 99 1,380 535 2,018
Changes in equity for six months
ended 31 December 2021
Other Comprehensive income
Revaluation of FVTOCI investments (6) - - - (6)
Share options granted during - - - - -
the year
Warrants granted during the
year - - 36 - 36
Unrealised foreign currency - - - - -
gains arising upon retranslation
of foreign operations
Total comprehensive income/(loss)
for the period (6) - 36 - 30
As at 31 December 2021 (unaudited) (2) 99 1,416 535 2,048
------------- ------------ --------- ------------- ----------
As at 1 July 2022 (audited) (2) 116 1,450 531 2.095
Changes in equity for six months
ended 31 December 2022
Other Comprehensive income
Share options granted during
the year - 27 - - 27
Warrants granted during the
year - - 328 - 328
Unrealised foreign currency
gains arising upon retranslation
of foreign operations - - - (38) (38)
---- ---- ------ ----- ------
Total comprehensive income/(loss)
for the period - 27 328 (38) 317
---- ---- ------ ----- ------
As at 31 December 2022 (unaudited) (2) 143 1,778 493 2,412
---- ---- ------ ----- ------
Consolidated statement of cash flows
for the period ended 31 December 2022
Note 6 months 6 months
to 31 December to 31 December
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit before taxation (700) (614)
Decrease/(increase) in receivables 62 (14)
Increase in payables 435 (95)
Share-based payments 355 36
Finance cost, net 103 69
Share of loss of associates and
joint ventures, net of tax 67 2
Net cash flows from operations 322 (616)
Cash flows from investing activities
Additional investments in JVs and
investment in associates (12) (3)
Purchase of financial assets carried
at amortised cost - (31)
Investment in exploration and evaluation (20) -
assets
Cash acquired on business combination - 2
Net cash flows from investing activities (32) (32)
Cash flows from financing activities
Proceeds from issue of shares 537 -
Interest paid (103) (69)
Proceeds of new borrowings, as received
net of associated fees - 475
Repayment of borrowings (509) (100)
Net cash flows from financing activities (75) 306
Net decrease in cash and cash equivalents 215 (342)
Cash and cash equivalents at the
beginning of period 25 392
Effects of foreign exchange translation (14) -
on currency holdings
Cash and cash equivalents at end
of period 226 50
Half-yearly report notes
for the period ended 31 December 2022
Company and Group
1
As at 30 June 2022 and 31 December 2022 the Company had one
or more operating subsidiaries and has therefore prepared
full and interim consolidated financial statements respectively.
The Company will report again for the full year ending 30
June 2023.
The financial information contained in this half yearly report
does not constitute statutory accounts as defined in section
435 of the Companies Act 2006. The financial information
for the year ended 30 June 2022 has been extracted from the
statutory accounts of the Group for that year. Statutory
accounts for the year ended 30 June 2022, upon which the
auditors gave an unqualified audit report which did not contain
a statement under Section 498(2) or (3) of the Companies
Act 2006, have been filed with the Registrar of Companies.
Accounting Polices
2
Basis of preparation
The consolidated interim financial information has been prepared
in accordance with IAS 34 'Interim Financial Reporting'.
The accounting policies applied by the Group in these condensed
consolidated interim financial statements are the same as
those applied by the Group in its consolidated financial
statements as at and for the year ended 30 June 2022, which
have been prepared in accordance with IFRS.
Business combinations
On the acquisition of a subsidiary, the business combination
is accounted for using the acquisition method. In the consolidated
statement of financial position, the acquiree's identifiable
assets, liabilities are initially recognised at their fair
values at the acquisition date. The cost of an acquisition
is measured as the aggregated amount of the consideration
transferred, measured at the date of acquisition. The consideration
paid is allocated to the assets acquired and liabilities
assumed on the basis of fair values at the date of acquisition.
The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which
control is obtained.
If the cost of acquisition exceeds the identifiable net assets
attributable to the Group, the difference is considered as
purchased goodwill, which is not amortised but annually reviewed
for impairment. In the case that the identifiable net assets
attributable to the Group exceed the cost of acquisition,
the difference is recognised in profit or loss as a gain
on bargain purchase.
If the initial accounting for a business combination cannot
be completed by the end of the reporting period in which
the combination occurs, only provisional amounts are reported,
which can be adjusted during the measurement period of 12
months after acquisition date.
After initial recognition, goodwill is measured at cost less
any accumulated impairment losses.
3 Administrative expenses
6 months to 6 months to
31 December 31 December
2022 2021
Unaudited Unaudited
GBP'000 GBP'000
Staff Costs:
Payroll 175 220
Pension 8 10
Share based Payments -Staff 26 -
HMRC / PAYE 26 26
------------- -------------
Total: 235 256
Professional Services:
Accounting 51 43
Legal 17 11
Business Development 6 -
Marketing & Investor Relations 4 20
Funding costs 20 -
Other 35 12
------------- -------------
Total: 133 86
Regulatory Compliance 67 55
------------- -------------
Travel 2 4
------------- -------------
Office and Admin Costs:
General 18 18
IT costs 3 5
Rent - Main Office 14 6
Insurance 55 77
------------- -------------
Total: 90 106
Total administrative expenses 527 507
------------- -------------
Loss per share
4
The following reflects the loss and share data used in the
basic and diluted profit/(loss) per share computations:
6 months to 6 months to
31 December 31 December
2022 2021
Unaudited Unaudited
Loss attributable to equity
holders of the parent company,
in Thousand Sterling (GBP'000) 614
Weighted average number of
Ordinary shares of GBP0.0001
in issue, used for basic and
diluted EPS 384,787,602
Loss per share - basic and
diluted, pence 0.16
At 31 December 2022 and at 31 December 2021, the effect
of all the instruments is anti-dilutive as it would lead
to a further reduction of loss per share, therefore they
were not included into the diluted loss per share calculation.
Options and warrants that could potentially dilute basic
EPS in the future, but were not included in the calculation
of diluted EPS because they are anti-dilutive for the periods
presented:
6 months to 6 months to
31 December 2022 31 December
2021
Unaudited Unaudited
Share options granted to employees
- total, of them 26,687,412 6,215,334
* Vested at the end of the reporting period - 125,000
* Not vested at the end of the reporting period 26,687,412 6,090,334
Warrants given to shareholders
as a part of placing equity
instruments 615,665,670 141,999,329
------------------ --------------
Total number of instruments
in issue not included into
the fully diluted EPS calculation 642,353,082 148,214,663
------------------ --------------
Segmental analysis
5
The Group's operational segments are as follows:.
For the six-month Battery Flexible Grid Corporate
period to 31 December Metals Solutions and unallocated
2022 (FGS) Total
GBP'000 GBP'000 GBP'000 GBP'000
Revenue - - - -
Result
Segment results (110) 331 (490) (269)
-------- -------------- ----------------- --------
Loss before tax and
finance costs (110) 331 (490) (269)
Finance costs - - (431) (431)
-------- -------------- ----------------- --------
Loss for the period
before taxation (110) 331 (921) (700)
Taxation expense - - - -
-------- -------------- ----------------- --------
Loss for the period
after taxation (110) 331 (921) (700)
Total assets at 31
December 2022 4,742 2 402 5,146
-------- -------------- ----------------- --------
For the six-month period Battery Flexible Grid Corporate
to 31 December 2021 Metals (Nickel Solutions and unallocated
and Vanadium) Total
GBP'000 GBP'000 GBP'000 GBP'000
Revenue - - - -
Result
Segment results (5) (24) (480) (509)
---------------- -------------- ----------------- -----------
Loss before tax and
finance costs
Finance costs - - (105) (105)
---------------- -------------- ----------------- -----------
Loss for the period
before taxation
Taxation expense - - - -
---------------- -------------- ----------------- -----------
Loss for the period
after taxation (5) (24) (585) (614)
Total assets at 31
December 2020 4,497 487 291 5,275
---------------- -------------- ----------------- -----------
Investments in associates and joint ventures
6
31 December 31 December 30 June
2022 2021 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
At the beginning of the period 1,988 2,380 2,380
Additional investments in JVs - 3 11
Share of loss for the period
using equity method (67) (2) (3)
Impairments - - (400)
At the end of the period 1,921 2,381 1,988
---------------- --------------------------------- ---------
Financial assets
7
31 December 31 December 30 June
2022 2021 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
FVTOCI financial instruments
at the beginning of the period 1 7 7
Disposals - - -
Revaluations and impairment - (6) (6)
FVTOCI financial assets at
the end of the period (unaudited) 1 1 1
------------ ------------ ---------
31 December 31 December 30 June
2022 2021 2022
Unaudited Unaudited Audited
GBP GBP GBP
FVTPL financial instruments
at the beginning of the period - 72 72
Additions - - -
Impairments - - (72)
FVTPL financial assets at - 72 -
the end of the period (unaudited)
------------- ------------ ---------
Share Capital of the company
8
The share capital of the Company is as follows:
Number of Nominal,
shares GBP'000
Allotted, issued and fully paid
Deferred shares of GBP0.0009 each 1,788,918,926 1,610
A Deferred shares of GBP0.000095
each 2,497,434,980 237
B Deferred shares of GBP0.000099
each 8,687,335,200 860
Ordinary shares of GBP0.0001 each 440,878,296 45
---------
As at 1 July 2022 (Audited) 2,752
---------
Shares issued in the period
Ordinary shares of GBP0.0001 each 189,330,000 19
Allotted, issued and fully paid
Deferred shares of GBP0.0009 each 1,788,918,926 1,610
A Deferred shares of GBP0.000095 each 2,497,434,980 237
B Deferred shares of GBP0.000099 each 8,687,335,200 860
Ordinary shares of GBP0.0001 each 630,208,296 63
------
As at 31 December 2022 (Unaudited) 2,770
9 Capital Management
Management controls the capital of the Group in order to control
risks, provide the shareholders with adequate returns and ensure
that the Group can fund its operations and continue as a going
concern.
The Group's debt and capital includes ordinary share capital and
financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the Group's capital by assessing
the Group's financial risks and adjusting its capital structure in
response to changes in these risks and in the market. These
responses include the management of debt levels, distributions to
shareholders and share issues.
There have been no changes in the strategy adopted by management
to control the capital of the Group since the prior year.
10 Events after the reporting period
Mt Weld Farmout
On 4 January 2023, the Company announced that it had entered
into a farm-out and joint venture agreement with Riversgold Ltd
(ASX:RGL) covering its recently acquired rare earth elements
project at Mt. Weld, in Laverton, Australia. The transaction
resulted in the Company receiving AU$30,000 immediately in cash and
a funded carry through an AU$500,000 initial work program covering
a 12 month period, which if completed would see the Company
surrendering 50% of its interest in the project to the JV partner.
A further earn-in period, with a AU$1,000,000 required spend, would
allow RGL to potentially acquire an additional 20% interest in the
project.
Sale of Burwell Energy Storage Project
On 25 January 2023 the Company announced that had completed the
sale of its 100% interest in the Burwell Energy Storage project to
Burwell AL Limited. Consideration for the transaction totalled
GBP200,000 plus reimbursement for the Company's GBP50,000 grid
connection deposit lodged in prior years.
Debt Restructuring
On 30 January 2023 the Company announced restructured debt
totalling GBP673,348 by way of an immediate cash payment of
GBP235,671, incurring a refinancing fee of 5% of principal
outstanding. The remaining principal of GBP471,343 is due for
repayment in 8 equal monthly instalments commencing in February
2024, attracts an interest rate of 6% annually and may be converted
into ordinary shares at a fixed price of GBP0.004 per share. The
Company retains the right to repay the loan early in cash, subject
to a 5% early repayment fee.
Option to Acquire Australian Lithium Project
On 22 February 2023 the Company announced that it had entered
into an exclusive 30-day option with Huntsman Exploration Inc to
acquire a 100% interest in the Canegrass Lithium Project in
Australia. Consideration for entering into the option took the form
of a non-refundable cash payment of GBP20,000 and allows the
Company to acquire the asset within the option period for
consideration of GBP200,000, payable by the issuance of 50,000,000
new ordinary shares.
NPC JV signature
On 1 March 2023 the Company announced that it had entered into
agreements with Integrated Energy Metals ("IEM") to restructure the
Company's PNG battery metals assets into a new carried vehicle,
Integrated Battery Metals ("IBM"). Following the transaction the
Company will retain a 50% interest in the new JV vehicle, receive a
$1,500,000 carried interest in the forward work program and be
entitled to a gross revenue royalty of 1.5% over production from
the Wowo Gap project. It is intended that IBM will, ultimately, be
listed in Asia. An additional announcement would be made at
completion of the transaction.
Wowo Gap Exploration License Renewal
On 7 March 2023, the Company announced that Exploration License
1165 (EL 1165) had been renewed for a period of four years
retroactively, with the updated term now valid through February
2024.
For further information, please contact:
Scott Kaintz Corcel Plc CEO
020 7747 9960
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
Patrick d'Ancona Vigo Communications IR
0207 3900 230
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Regulation (EU) No. 596/2014 which is part of UK law by virtue of
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END
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