30 July 2024
Unicorn Mineral
Resources
("Unicorn" or "the
company")
Results for the year ended 31
March 2024
Unicorn Mineral Resources Plc (LSE:
UMR), a mineral exploration and
development company based in Ireland and exploring for zinc, lead,
copper and silver, is pleased to announce its audited annual
results for the year ended 31 March 2024.
The Annual Report and Financial
Statements for the year ended 31 March 2024 will shortly be
available on the Company's website at www.UnicornMineralResources.com
and will also available on the National Storage
Mechanism website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Directors of Unicorn are
responsible for the contents of this announcement.
This announcement contains
information which, prior to its disclosure, was inside information
as stipulated under Regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310 (as amended).
For further information, please
visit www.UnicornMineralResources.com or
contact:
Unicorn Mineral Resources Plc
John O'Connor, CFO
Tel: +353 86 259 5123
Email:
John.OConnor@UnicornMineralResources.com
|
Novum Securities Limited - Financial Adviser and
Broker
David Coffman / George
Duxberry
Colin Rowbury
Tel: +44 (0)207 399 9400
|
Gathoni Muchai Investments Faith Kinyanjui Mumbi
info@gathonimuchaiinvestments.com
|
|
CHAIRMAN'S REPORT
This year marked the first full year of the
Company being listed on the London Stock Exchange.
It was also a year of major transition for us
as we looked to accelerate both exploration activities at our lead,
zinc and silver projects here in Ireland and also identify other
advanced and complimentary base metals projects in Africa following
a strengthening of the Board and an expansion to our exploration
and mine development strategy during the year.
Our progress in Ireland has been positive with
encouraging drilling results obtained during the financial year
from our maiden drilling program at the Kilmallock Project, which
is located just 20km south of Glencore PLC's Pallas Green
Lead and Zinc Project. In addition, work undertaken on neighbouring
adjoining licenses by TSX-V listed Group Eleven Resources
Corporation has further confirmed the prospectivity and high-grade
nature of the region, with reports of major mineralisation over
extended strike length and some of the highest reported silver
grade intercepts ever attained in Ireland.
Whilst the Board recognises the high value
opportunity that it has in Ireland across its portfolio of projects
and exploration licenses, and remains committed to delivering on
that, I was pleased to be able to welcome Jason Brewer as an
Executive Director to the Board of Directors. With his appointment
has come an opportunity to expand our focus to East and Southern
Africa and to potentially secure some very high-grade and near-term
production and new mine development projects, and it has been
pleasing to see the progress being made in this review
and negotiation of new project opportunities.
During the year we strengthened the Company's
balance sheet and completed a capital raising at a premium to the
then prevailing share price, raising an aggregate
£620,000 through a mix of equity and convertible loan notes. In
addition to my own commitment to support the Company, it was
particularly pleasing to see my fellow directors support this
capital raising during the.
As we have moved into the 2025 financial year,
we have continued to make progress in our review of a number of
opportunities in Africa and I hope we will be able to finalise a
number of these in the coming months. At the same time, we have
continued to make progress with our projects here in Ireland and at
Kilmallock, and I look forward to being able to see the progress we
make with our exploration activities here in the coming
year.
I would like to thank my fellow directors and
all shareholders for their support over the past year and with
Kilmallock in Ireland and the potential for a number of new and
exciting projects in East and Southern Africa, I am confident in
the future for Unicorn Minerals Resources.
Paddy Doherty
Chairman
EXECUTIVE
DIRECTORS' REPORT
Highlights
·
exploration for minerals and precious metals in Ireland
continued throughout the year
·
maiden diamond drilling program of over 1,500m completed at
the Killmallock Project
·
drilling results confirmed the presence of Lisheen /
Pallas Green style, Waulsortian Reef hosted zinc-lead-silver
mineralisation
·
Board strengthen with the appointment of Jason Brewer as
executive director
· expansion
of the Company's strategy to also include advanced and near-term
production zinc, lead, copper and silver projects located in East
and Southern Africa
· balance
sheet strengthen during the year with €738,612 of new funds
raised to support the Company's exploration activities
·
year-end cash balance of €642,778 supports the Company's
expanded strategy into Africa
Operating
Highlights at the Kilmallock Project
·
a total of 1,537.2m of diamond drilling was
carried out in Summer 2023 with the results confirming the presence
of Waulsortian Reef hosted, Pallas Green style, Black Matrix (BMB)
/ Polymictic (PMB) breccias that are mineralised with low to medium
grade zinc lead sulphides and oxides.
·
the drilling also confirmed that the region is
structurally complex and that oxidation of the basal Waulsortian
Reef and the breccia hosted sulphide mineralisation is developing
from the north and is more extensive than previously
thought.
·
in July 2024, following end of the financial year,
work was carried out to both extend and enhance
Expansion to
Exploration Strategy
·
Board approved expansion to the Company's focus to
include advanced and near-term production zinc, lead, copper and
silver projects located in East and Southern Africa
·
complimentary to the Company's continuing
exploration plans and activities at its wholly owned Kilmallock and
Lisheen Projects in the Irish Midlands Orefield
·
initial technical and legal due diligence review
work undertaken during the year on a select number of what it
considers to be high-value base metal exploration and development
projects located in East and Southern Africa.
·
the Board believes that targeted investments in
these, or similar, due did, could be capable of significant
enhancements to shareholder value.
Financial Highlights
· the
loss for the year to 31 March 2024 was to €504,887 (2023: €424,579);
·
exploration costs during the year were €214,750 (2023:
€72,367)
·
funds raised during the year amounted to €738,612
(2023:
€972,008)
·
€642,778 in cash and cash equivalents at 31 March 2024
(31 March 2023:
€532,734)
·
€382,628 carrying value of intangible assets at 31 March 2024
(31 March 2023:
€167,879)
·
loss per share for the year was €0.02 (2023: €0.02)
Principal
Activities and Review of Business
· the
principal activity of the Company during the period was the
exploration for minerals and precious metals in Ireland
· the
Company's activities are carried out in the Republic of Ireland and
in East and Southern Africa.
Results and
Dividends
·
exploration expenses, which are capitalised,
increased to €214,750 (2023:
€72,367), with the loss for the financial year amounting to
€504,887 (2023:
€424,579).
·
at the end of the financial year, the Company had
assets of €1,098,265 (2023:
€766,028) and liabilities of €485,679 (2023: €340,332).
·
the net assets of the Company had increased to
€612,585 (2023:
€425,393).
Financing
·
during the year Share Options were exercised
totalling €83,564 for 1,441,846 ordinary shares at a price of £0.05
per share.
·
on 14 December 2023 the Company raised €394,269
before costs (€383,889 after costs) through the issue of 5,657,477
ordinary shares at a price of £0.06 per share, and €271,159 through
the issue of Convertible Loan Notes
Outlook
·
continued progress at the Company's
Kilmallock and Lisheen Projects in Ireland in
2025
·
potential new project acquisition in East and
Southern Africa with due diligence to be completed on advanced new
mine development and production opportunities
Jason Brewer
Executive Director
STATEMENT OF PROFIT OR
LOSS
|
|
Year to
31
March 2024
|
|
Year to
31
March 2023
|
|
Note
|
€
|
|
€
|
Administrative Expenses
|
7
|
(504,887)
|
|
(424,579)
|
|
|
|
|
|
Loss from Operations
|
|
(504,887)
|
|
(424,579)
|
Tax Expense
|
|
-
|
|
-
|
|
|
|
|
|
Loss before Tax
|
|
(504,887)
|
|
(424,579)
|
|
|
|
|
|
Loss for the Year
|
|
(504,887)
|
|
(424,579)
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share attributable to ordinary equity holders of the
company
|
|
|
|
|
cents
|
|
cents
|
Profit/(Loss) per share -
Basic
|
12
|
(0.02)
|
|
(0.02)
|
Profit/(Loss) per share
-Diluted
|
12
|
(0.01)
|
|
(0.01)
|
|
|
|
|
|
STATEMENT OF OTHER COMPREHENSIVE
INCOME
|
|
Year to
31
March 2024
|
|
Year to
31
March 2023
|
|
Note
|
€
|
|
€
|
Loss for the year
|
|
(504,887)
|
|
(424,579)
|
|
|
|
|
|
|
|
|
|
|
Fair Value measurement of options
and warrants
|
18
|
316,154
|
|
(418,253)
|
|
|
|
|
|
Total Comprehensive Loss for the
year
|
|
(188,733)
|
|
(842,832)
|
STATEMENT OF FINANCIAL
POSITION
|
|
As
at
31
March 2024
|
|
As
at
31
March 2023
|
|
Note
|
€
|
|
€
|
Assets
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
13
|
382,628
|
|
167,879
|
|
|
382,628
|
|
167,879
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
14
|
72,858
|
|
65,415
|
Cash and cash equivalents
|
19
|
642,778
|
|
532,734
|
|
|
715,636
|
|
598,149
|
Total assets
|
|
1,098,265
|
|
766,028
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Warrants & Options
|
18
|
44,756
|
|
269,079
|
Trade and other
liabilities
|
15
|
169,764
|
|
71,253
|
Convertible Loan Notes
|
16
|
271,159
|
|
-
|
|
|
485,680
|
|
340,332
|
Total liabilities
|
|
485,680
|
|
340,332
|
Net assets
|
|
612,585
|
|
425,696
|
|
|
|
|
|
Issued capital and
reserves
|
|
|
|
|
Share capital
|
16
|
348,550
|
|
277,557
|
Share premium reserve
|
16
|
2,442,071
|
|
2,045,611
|
Share based payments
reserve
|
18
|
57,343
|
|
149,174
|
Other Reserves
|
18
|
(102,099)
|
|
(418,253)
|
Retained earnings
|
|
(2,133,280)
|
|
(1,628,393)
|
Total Equity
|
|
612,585
|
|
425,696
|
STATEMENT OF CHANGES IN
EQUITY
|
Share capital
|
Share premium
|
Share based payment
reserve
|
Other Reserves
|
Retained earnings
|
Total equity
|
|
€
|
€
|
€
|
€
|
€
|
€
|
At 1 April 2022
|
184,557
|
1,166,603
|
-
|
-
|
(1,203,814)
|
147,346
|
Comprehensive income for the
year
|
Loss for the year
|
-
|
-
|
-
|
-
|
(424,579)
|
(424,579)
|
Fair Value of Warrants and
Options
|
-
|
-
|
-
|
(418,253)
|
-
|
(418,253)
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(418,253)
|
(424,579)
|
(842,832)
|
Contributions by and
distributions to owners
|
Issue of share capital
|
93,000
|
982,562
|
-
|
-
|
-
|
1,075,562
|
Share issue expenses
|
-
|
(103,554)
|
-
|
-
|
-
|
(103,554)
|
Share based payments
|
-
|
-
|
149,174
|
-
|
-
|
149,174
|
Total contributions by and
distributions to owners
|
93,000
|
879,009
|
149,174
|
(418,253)
|
(424,579)
|
278,350
|
At 1 April 2023
|
277,557
|
2,045,611
|
149,174
|
(418,253)
|
(1,628,393)
|
425,696
|
Comprehensive
income for the year
|
Loss for the year
|
-
|
-
|
-
|
-
|
(504,887)
|
(504,887)
|
Fair Value of Warrants and
Options
|
-
|
-
|
-
|
316,154
|
-
|
316,154
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
316,154
|
(504,887)
|
(188,733)
|
Contributions
by and distributions to owners
|
Issue of share capital
|
70,993
|
406,840
|
-
|
-
|
-
|
477,833
|
Share issue expenses
|
-
|
(10,380)
|
-
|
-
|
-
|
(10,380)
|
Share based payments
|
-
|
-
|
(91,831)
|
-
|
-
|
(91,831)
|
Total contributions by and
distributions to owners
|
70,993
|
396,460
|
(91,831)
|
316,154
|
(504,887)
|
186,889
|
At 31 March 2024
|
348,550
|
2,442,071
|
57,343
|
(102,099)
|
(2,133,280)
|
612,585
|
STATEMENT OF CASH FLOWS
|
|
Year to
31
March 2024
|
|
Year to
31
March 2023
|
|
Note
|
€
|
|
€
|
Cash flows
from operating activities
|
|
|
|
|
Loss for
the year
|
|
(504,887)
|
|
(424,579)
|
Adjustments
for
|
|
|
|
|
Impairment
losses on intangible assets
|
|
-
|
|
-
|
|
|
(504,887)
|
|
(424,579)
|
Movements
in working capital
|
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
(7,443)
|
|
(46,911)
|
Increase/(decrease) in trade and other payables
|
|
98,512
|
|
(48,294)
|
|
|
|
|
|
Cash
generated from operating activities
|
|
(413,318)
|
|
(519,784)
|
|
|
|
|
|
Net cash
used in operating activities
|
|
(413,318)
|
|
(519,784)
|
|
|
|
|
|
Cash flows
from investing activities
|
|
|
|
|
Purchase of
intangibles
|
|
(214,750)
|
|
(72,367)
|
Net cash
used in investing activities
|
|
(214,750)
|
|
(72,367)
|
|
|
|
|
|
Cash flows
from financing activities
|
|
|
|
|
Issue of
ordinary shares
|
|
467,453
|
|
972,008
|
Issue of
Convertible Loan Notes
|
|
271,159
|
|
-
|
Net cash
from financing activities
|
|
738,612
|
|
972,008
|
|
|
|
|
|
Net cash
increase in cash and cash equivalents
|
|
110,044
|
|
379,857
|
|
|
|
|
|
Cash and
cash equivalents at the start of the year
|
|
532,734
|
|
152,877
|
Cash and
cash equivalents at the end of the year
|
19
|
642,778
|
|
532,734
|
NOTES TO THE FINANCIAL
STATEMENTS
1. Accounting
Policies
The accounting policies set out
below have been applied consistently to all periods presented in
these Financial Statements.
1.1. Going concern
The preparation of financial
statements requires an assessment on the validity of the going
concern assumption. The validity of the going concern concept is
dependent on the Company having available
adequate financial resources to continue operations in 2025, and
thereafter finance being available for the
continuing working capital requirements of the Company and finance
for the development of the Company's projects becoming available.
Based on the assumptions that the Company
has adequate financial resources to continue operation and
confidence that finance will become
available, the Directors believe that the going concern basis is
appropriate for these accounts. Should the going concern basis not
be appropriate, adjustments would have to be made to reduce the
value of the company's assets, in particular the intangible assets,
to their realisable values. Further information concerning going
concern is outlined in Note 21.
1.2. Taxation
Income tax expense represents the
sum of the tax currently payable and deferred tax.
Current tax payable is based on the
taxable profit for the year. Taxable profit differs from the loss
as reported in the statement of comprehensive income because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Company's liability for current tax is
calculated using tax rates that have been enacted or substantively
enacted by the statement of financial position date.
Deferred tax is the tax expected to
be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the statement of financial
position liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax
assets are recognised for all deductible temporary differences,
carry forward of unused tax assets and unused tax losses to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences and the carry
forward of unused tax credits and unused tax losses can be
utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting
profit.
Unrecognised deferred tax assets are
reassessed at each statement of financial position date and are
recognised to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be
recovered.
Deferred tax is calculated at the
tax rates that are expected to apply in the period when the
liability is settled or the asset is realised, based on tax rates
(and tax laws) that have been enacted or substantively enacted at
the statement of financial position date. Deferred tax is charged
or credited in the statement of comprehensive income, except when
it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and
the Company intends to settle its current tax assets and
liabilities on a net basis.
1.3. Intangible
assets
Exploration and evaluation assets
Exploration expenditure relates to
the initial search for mineral deposits with economic potential in
Ireland.
Evaluation expenditure arises from a
detailed assessment of deposits that have been identified as having
economic potential.
The costs of exploration properties
and cost of licences to explore for or use minerals, which include
the cost of acquiring prospective properties and exploration rights
and costs incurred in exploration and evaluation activities, are
capitalised as intangible assets as part of exploration and
evaluation assets.
Exploration costs are capitalised as
an intangible asset until technical feasibility and commercial
viability of extraction of reserves are demonstrable, when the
capitalised exploration costs are reclassed to property, plant and
equipment. Exploration costs include an allocation of
administration and salary costs (including share based payments) as
determined by management.
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
Intangible assets with finite useful
lives that are acquired separately are carried at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting period, with the
effect of any changes in estimate being accounted for on a
prospective basis. Intangible assets with indefinite useful lives
that are acquired separately are carried at cost less accumulated
impairment losses.
Impairment of intangible assets other than
goodwill
Exploration and evaluation assets
are assessed for impairment on a licence by licence basis when
facts and circumstances suggest that the carrying amount may exceed
its recoverable amount. The company reviews for impairment on an
ongoing basis and specifically if any of the following
occurs:
(a) the period for which the Company has a right to explore under
the specific licences has expired or is expected to
expire;
b) further expenditure on exploration and evaluation in the
specific area is neither budgeted or planned;
c)
the exploration and evaluation has not led to the
discovery of economic reserves;
d) sufficient data exists 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 from successful development or by sale.
1.4. Financial
Instruments
Financial assets and financial
liabilities are recognised in the Company's statement of financial
position when the Company becomes a party to the contractual
provisions of the instrument. Financial assets and financial
liabilities are initially measured at transaction price.
Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value) are added
to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities
are recognised immediately at fair value through other
comprehensive income ("FVOCI").
The Company includes in this
category cash and other receivables. Due to the nature of the
financial assets being short-term in nature, the carrying value
approximates fair value.
Impairment of financial
assets
The Company only holds receivables
at amortised cost, with no significant financing component and
which have maturities of less than 12 months and as such, has
implemented the simplified approach for expected credit losses
(ECL) model under IFRS 9 to account for all receivables.
Therefore, the Company does not
track changes in credit risk, but instead, recognizes a loss
allowance based on lifetime ECLs at each reporting date.
A financial asset is derecognised
only when the contractual rights to cash flows from the financial
asset expires, or when it transfers the financial asset and
substantially all the associated risks and rewards of ownership to
another entity. Gains and losses on derecognition are generally
recognised in the profit or loss.
Financial liabilities
measured subsequently at amortised cost
Financial liabilities that are
not:
(i) contingent
consideration of an acquirer in a business combination,
(ii) held for trading,
or
(iii) designated as at
FVOCI,
are measured subsequently at
amortised cost using the effective interest method. The Company
includes in this category trade and other payables.
The effective interest method is a
method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid
or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through
the expected life of the financial liability, or (where
appropriate) a shorter period, to the amortised cost of a financial
liability.
Equity
instruments
Equity instruments issued by the
Company are recorded at the proceeds received, net of direct issue
costs.
Warrants and
Options
Warrants and options issued are
classified separately as equity or as a liability at FVOCI in
accordance with the substance of the contractual arrangement.
Warrants or options classified as liabilities at FVOCI are stated
at fair value, with any gains and losses arising on remeasurement
recognised in the statement of other comprehensive
income.
2. Reporting
entity
Unicorn Mineral Resources PLC (the
'Company') is a limited company incorporated and registered in
Ireland. The Company's registered office is at 39 Castleyard, 20/21
St Patrick's Road, Dalkey, Co. Dublin. The Company's principal
activity is set out in the Director's Report.
3. Basis of
preparation
The financial statements have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the International Accounting
Standards Board (IASB).
The IASB has issued two new
standards, IFRS S1 (General Requirements for Sustainability-Related
Disclosures) and IFRS S2 (Climate-Related Disclosures) effective
from 1st January 2024.
Details of the Company's accounting
policies, including changes during the year, are included in Note
1.
In preparing these Financial
Statements, management has made judgments, estimates and
assumptions that affect the application of the Company accounting
policies and the reported amounts of assets, liabilities, income,
and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.
The areas where judgments and
estimates have been made in preparing the financial statements and
their effects are disclosed in Note 5.
3.1. Basis of
measurement
The financial statements have been
prepared on the historical cost basis except for certain financial
instruments that have been measured at fair value.
3.2. Changes in accounting
policies
International Financial
Accounting Standards
New and amended standards mandatory for the first time for the
financial periods beginning on or after 1 January
2023
The International Accounting
Standards Board (IASB) issued various amendments and revisions to
International Financial Accounting Standards and IFRIC
interpretations. The amendments and revisions were applicable for
the period ended 31 March 2024 but did not result in any material
changes to the financial statements of the Company.
New standards, amendments and interpretations in issue but not
yet effective or not yet endorsed and not early
adopted
The following standards and
interpretations to published standards are not yet
effective:
New standard or
interpretation
|
EU Endorsement status
|
Mandatory effective date (period
beginning)
|
IFRS 17 Insurance
Contracts
|
Endorsed
|
1 January 2024
|
IAS 1 Presentation of Financial
Statements (amendments)
|
Endorsed
|
1 January 2024
|
IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors (amendments)
|
Endorsed
|
1 January 2024
|
Upcoming
Implementation of IFRS S1 and IFRS S2: The
International Accounting Standards Board (IASB) has issued IFRS S1
(General Requirements for Sustainability-Related Disclosures) and
IFRS S2 (Climate-Related Disclosures). These standards outline the
requirements for sustainability-related and climate-related
financial disclosures, respectively.
IFRS S1 -
General Requirements for Sustainability-Related
Disclosures:
· IFRS S1 establishes general
requirements for the disclosure of sustainability-related financial
information. It aims to provide comprehensive information about the
entity's governance, strategy, risk management, and metrics and
targets related to sustainability.
· The standard is effective for
periods beginning on or after 1st January 2024, the
company will adopt this standard in the financial statements for
the year ended 31 March 2025.
IFRS S2 - Climate-Related
Disclosures:
· IFRS S2 requires entities to
disclose information about their exposure to climate-related risks
and opportunities, and the impact of these factors on the financial
position and performance.
· This standard is effective
for periods beginning on or after 1st January 2024. The
company will adopt this standard in the financial statements for
the year ended 31 March 2025.
Impact of
Non-Implementation in the Current Period: The
Company acknowledges the significance of IFRS S1 and IFRS S2 and is
in the process of evaluating the systems and processes needed to
comply with these standards. The implementation of these standards
is expected to enhance the transparency and comprehensiveness of
the company's sustainability and climate-related disclosures in
future reporting periods.
Future
Adoption: The Company will adopt IFRS S1 and
IFRS S2 in its financial statements in the next year, so far as is
practical for business of the Company's size. Preparations
are underway to ensure compliance with the new disclosure
requirements, including the enhancement of data collection,
analysis, and reporting processes.
4. Functional
and Presentation Currency
These Financial Statements are
presented in Euros, which is the Company's functional currency. All
amounts have been rounded to the nearest Euro, unless otherwise
indicated.
5. Critical
accounting judgements and key sources of estimation
uncertainty
In the process of applying the
Company's accounting policies above, management has made the
following judgements that have the most significant effect on the
amounts recognised in the financial statements.
Exploration and evaluation
assets
The assessment of whether general
administration costs and salary costs are capitalised or expensed
involves judgement. Management considers the nature of each cost
incurred and whether it is deemed appropriate to capitalise it
within intangible assets.
Costs which can be demonstrated as
project related are included within exploration and evaluation
assets. Exploration and evaluation assets relate to prospecting,
exploration and related expenditure in Ireland.
The Company's exploration activities
are subject to a number of significant and potential risks
including:
•
uncertainties over development and operational risks;
•
compliance with licence obligations;
•
ability to raise finance to develop assets;
•
liquidity risks; and
• going
concern risks;
The recoverability of intangible
assets is dependent on the discovery and successful development of
economic reserves which is subject to a number of uncertainties,
including the ability to raise finance to develop future projects.
Should this prove unsuccessful, the value included in the statement
of financial position would be written off to the statement of
comprehensive income. The recoverability of investments in
subsidiaries and intercompany receivables is dependent on the
recoverability of intangible assets.
Key sources of estimation
uncertainty
The preparation of financial
statements requires management to make estimates and assumptions
that affect the amounts reported for assets and liabilities as at
the statement of financial position date and the amounts reported
for revenues and expenses during the year. The nature of estimation
means that actual outcomes could differ from those estimates. The
key sources of estimation uncertainty that may have a significant
risk of causing material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed
below. The Company undertakes periodic reviews to assess the risk
factors and have concluded that there is little or no risk that
will cause material adjustments to be made in the next financial
year.
Impairment Intangible Assets
The assessment of intangible assets
for any indications of impairment involves a degree of estimation.
If an indication of impairment exists, a formal estimate of
recoverable amount is performed, and an impairment loss recognised
to the extent that carrying amount exceeds recoverable amount
Recoverable amount is determined as the higher of fair value less
costs to sell and value in use. The assessment requires judgements
as to the likely future commerciality of the assets and when such
commerciality should be determined; future revenues, capital and
operating costs and the discount rate to be applied to such
revenues and costs.
Valuation of Warrants and Options
The issued warrants and options are
classified as liabilities at FVOCI and are stated at fair value,
with any gains and losses arising on re-measurement recognised in
the Statement of Comprehensive Income.
The fair value of the warrants and
options is measured using an appropriate option pricing model,
taking into account the terms and conditions upon which the
warrants and options were issued. The model used by the Company is
the Black Scholes model. The Company has made estimates as to
the volatility of its own shares based on the historic volatility
for the same period of time as equals the life of the warrant or
option.
6. Segment
information
The Company is engaged in one
business segment only: exploration of mineral resource projects.
Therefore, only an analysis by geographical segment has been
presented.
6.1. Segment revenues and
results
The following is an analysis of the
Company's revenue and results from continuing operations by
reportable segment:
|
Segment
revenue
|
|
Segment
profit/(loss)
|
|
2024
|
2023
|
|
2024
|
2023
|
|
€
|
€
|
|
€
|
€
|
Ireland
|
-
|
-
|
|
(504,887)
|
(424,579)
|
|
-
|
-
|
|
(504,887)
|
(424,579)
|
Fair value losses
|
|
|
|
-
|
-
|
Loss before tax (continuing operations)
|
|
|
|
(504,887)
|
(424,579)
|
The accounting policies of the
reportable segments are the same as the Company's accounting
policies described in Note 1. Segment profit represents the profit
before tax earned by each segment without allocation of central
administration costs and directors' salaries, share of profit of
associates, share of profit of a joint venture, gain recognised on
disposal of interest in former associate, investment income, other
gains, and losses, as well as finance costs. This is the measure
reported to the chief operating decision maker for the purposes of
resource allocation and assessment of segment
performance.
6.2. Segment assets and
liabilities
Segment
assets
|
|
|
|
2024
|
2023
|
|
|
|
|
€
|
€
|
Ireland
|
|
|
|
1,098,265
|
766,028
|
Total segment assets
|
|
|
|
1,098,265
|
766,028
|
|
|
|
|
|
|
Total assets
|
|
|
|
1,098,265
|
766,028
|
|
|
|
|
|
|
Segment liabilities
|
|
|
|
|
|
Ireland
|
|
|
|
485,680
|
340,332
|
Total segment liabilities
|
|
|
|
485,680
|
340,332
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
485,680
|
340,332
|
|
|
|
|
|
|
Other segment information
|
|
|
|
|
|
|
Depreciation and
amortisation
|
|
Additions to non-current
assets
|
|
2024
|
2023
|
|
2024
|
2023
|
|
€
|
€
|
|
€
|
€
|
Ireland
|
-
|
-
|
|
214,750
|
72,367
|
|
-
|
-
|
|
214,750
|
72,367
|
Geographical information
The Company operates in one
geographical area - Republic of Ireland.
7. Expenses by
nature
|
|
|
|
2024
|
2023
|
|
|
|
|
€
|
€
|
Professional fees
|
|
|
|
125,514
|
217,040
|
Foreign exchange (gain)/ loss
|
|
|
|
1,324
|
(968)
|
Director's remuneration
|
|
|
|
279,304
|
142,967
|
Other administrative expenses
|
|
|
|
98,745
|
65,540
|
|
|
|
|
504,887
|
424,579
|
8.
Auditors' remuneration
During the year, the Company obtained the
following services from the Company's auditors:
|
|
|
|
2024
|
2023
|
|
|
|
|
€
|
€
|
Fees
payable to the Company's auditors for the audit of the Company's
financial statements
|
|
22,250
|
20,000
|
9. Employee
benefit expenses
|
|
|
|
2024
|
2023
|
Employee benefit expenses
(including directors) comprise:
|
|
€
|
€
|
Wages and
salaries
|
|
260,673
|
134,284
|
National
Insurance
|
|
18,631
|
8,683
|
|
|
279,304
|
142,967
|
The monthly average number of
persons, including the directors, employed by the Company during
the year was as follows:
|
|
|
|
2024
|
2023
|
|
|
No.
|
No.
|
Management
|
|
5
|
5
|
|
|
5
|
5
|
10.
Director's remuneration
|
|
|
|
2024
|
2023
|
|
|
€
|
€
|
Directors'
emoluments - Executive
|
|
194,342
|
116,042
|
Directors'
emoluments - Non-Executive
|
|
84,962
|
26,925
|
|
|
279,304
|
142,967
|
Key Management Compensation
and Directors' Remuneration
The remuneration of the directors,
who are considered to be the key management personnel, is set out
below.
|
2024
|
|
20233
|
|
Fees: Services as
director
|
Fees: Other
services
|
Share
Options
|
Total
|
|
Fees: Services as
director
|
Fees: Other
services
|
Share
Options
|
Total
|
|
€
|
€
|
€
|
€
|
|
€
|
€
|
€
|
€
|
Jason Brewer1
|
7,029
|
-
|
-
|
7,029
|
|
-
|
-
|
-
|
-
|
David Blaney
|
64,446
|
-
|
-
|
64,446
|
|
31,734
|
-
|
-
|
31,734
|
Patrick Doherty
|
45,142
|
-
|
-
|
45,142
|
|
14,359
|
-
|
-
|
14,359
|
Antony Legge
|
39,820
|
-
|
-
|
39,820
|
|
12,566
|
-
|
-
|
12,566
|
John O'Connor
|
78,907
|
-
|
-
|
78,907
|
|
41,254
|
-
|
-
|
41,254
|
Richard
O'Shea2
|
43,960
|
-
|
-
|
43,960
|
|
43,054
|
-
|
-
|
43,054
|
|
279,304
|
-
|
-
|
279,304
|
|
142,967
|
-
|
-
|
142,967
|
The Directors have also been issued
with Options over 1,600,000 Ordinary shares (2023: 3,600,000), as
set out in Note 18 to the Financial Statements.
11. Related party and
other transactions
The Company engaged Gathoni Muchai
Investments Ltd for PR, website and social media services in
December 2023. During the year ended 31 March 2024 it
incurred costs of €10,553 (exclusive of VAT). Jason Brewer
who is a director of the Company, is also a director of Gathoni
Muchai Investments Ltd, and with his wife, own 100% of Gathoni
Muchai Investments Ltd.
12.
Earnings per share
The calculation of earnings per
share is (EPS) based on the loss attributable to equity holders
divided by the weighted average number of
shares in issue during the year. The diluted EPS is
calculated by adjusting the number of shares for the effects of
dilutive options and other dilutive potential ordinary
shares.
|
|
|
|
2024
|
2023
|
|
|
€
|
€
|
Loss
attributable to the ordinary equity holders of the Company used in
calculating earnings per share:
|
|
(504,887)
|
(424,579)
|
|
|
|
|
Weighted
average number of shares
|
|
29,941,005
|
22,404,979
|
Potential
diluted weighted average number of shares
|
|
44,840,746
|
37,105,979
|
|
|
|
|
Basic EPS
|
|
(0.02)
|
(0.02)
|
Diluted EPS
|
|
(0.01)
|
(0.01)
|
13. Intangible
assets
|
Exploration & Evaluation
Assets
|
Cost
|
€
|
At 1 April 2022
|
755,325
|
Additions external
|
72,367
|
At 31 March 2023
|
827,692
|
Additions external
|
214,750
|
At 31 March 2024
|
1,042,441
|
|
|
|
Development expenditure
|
Accumulated amortisation and
impairment
|
€
|
At
1 April 2022
|
659,813
|
Charge for the year owned
|
-
|
At 31 March 2023
|
659,813
|
Charge for the year owned
|
-
|
At 31 March 2024
|
659,813
|
|
|
Net book value
|
€
|
At 1 April 2022
|
95,512
|
At 31 March 2023
|
167,879
|
At
31 March 2024
|
382,628
|
At the beginning of the year the
Company held six licences which cover areas in Co. Limerick, Co.
Tipperary and Co. Laois. Additional expenditure on these licences
during the year amounted to €214,750 (2023: €72,367). The six licences were
still held by the Company at the end of the year.
14. Trade and other
receivables
|
|
|
|
2024
|
2023
|
|
|
€
|
€
|
Other
receivables
|
|
72,858
|
65,415
|
Total trade and other
receivables
|
|
72,858
|
65,415
|
15. Trade and other
payables
|
|
|
|
2024
|
2023
|
|
|
€
|
€
|
Trade
payables
|
|
24,465
|
40,167
|
Accruals
|
|
29,699
|
20,452
|
Other
payables tax and social security payments
|
|
115,500
|
10,634
|
Total trade and other
payables
|
|
169,764
|
71,253
|
It is the Company's normal practice
to agree terms of transactions, including payment terms, with
suppliers and provided suppliers perform in accordance with the
agreed terms, it is the Company's policy that payment is made
between 30 - 45 days.
16. Share
capital
Authorised
|
|
|
|
|
|
|
2024
|
2024
|
|
2023
|
2023
|
|
Number
|
€
|
|
Number
|
€
|
Shares treated
as equity
|
200,000,000
|
2,000,000
|
|
200,000,000
|
2,000,000
|
Issued and fully
paid
|
|
|
|
|
|
Ordinary Shares of €0.01
each
|
Number
|
|
Share
Capital
|
|
Share
Premium
|
|
|
|
€
|
|
€
|
As at 1
April 2022
|
18,455,664
|
|
184,557
|
|
1,166,603
|
Shares
issued during the year
|
9,300,000
|
|
93,000
|
|
982,562
|
Share issue
expenses
|
|
|
-
|
|
(103,554)
|
As at 31 March
2023
|
27,755,664
|
|
277,557
|
|
2,045,611
|
Shares
issued during the year
|
7,099,323
|
|
70,993
|
|
406,840
|
Share issue
expenses
|
|
|
|
|
(10,380)
|
As at 31 March
2024
|
34,854,987
|
|
348,550
|
|
2,442,071
|
Movements in Share
Capital
On 27 October 2023 Richard O'Shea
(ex-Director) exercised options over 541,846 Ordinary Shares of
€0.01 each at a price of £0.05.
On 14 December 2023 Patrick Doherty
(Chairman) exercised options over 900,000 Ordinary Shares of €0.01
each at a price of £0.05.
On 14 December 2023, the Company
raised €394,269 through the issue of
5,657,477 ordinary shares of €0.01 each, at
a price of £0.06, to provide working capital and fund development
costs.
On 14 December 2023, the Company
issued €271,159 Non-Interest Bearing Unsecured Convertible Loan
Notes 2024, convertible to 2,334,560 ordinary shares of €0.01 each,
at a price of £0.10, on or before 31 December 2024.
17. Reserves
Share premium
The share premium reserve comprises
of a premium arising on the issue of shares. Share issue expenses
are deducted against the share premium reserve when
incurred.
Called up share capital
The called up ordinary share capital
reserve comprises of the nominal value of the issued share capital
of the company.
Retained earnings
Retained deficit comprises of
accumulated profits and losses incurred in the current and prior
years.
Share based payment
reserve
The share payment reserve arises on
the grant of share options as outlined in Note 18.
Other
Reserve
The other reserve arises on the fair
value valuation of the warrants and options, using the Black
Scholes model as outlined in Note 18. The initial recognition
of the fair value of the warrants and options has been recognised
in the Statement of Comprehensive Income.
18. Warrants and
Options
Warrants
|
Year to 31 March 2024
|
|
Year to 31 March 2023
|
|
Number of Warrants
|
Weighted average exercise price in pence
|
|
Number of Warrants
|
Weighted average exercise price in
pence
|
Outstanding
at beginning of year
|
11,001,000
|
£0.10
|
|
10,000,000
|
£0.10
|
Granted
during the year
|
-
|
-
|
|
1,001,000
|
£0.10
|
Expired
during the year
|
-
|
-
|
|
-
|
-
|
Exercised
during the year
|
-
|
-
|
|
-
|
-
|
Outstanding
and exercisable at the end of the year
|
11,001,000
|
£0.10
|
|
11,001,000
|
£0.10
|
At 1 April 2023 there were Warrants unexercised
for a total of 11,001,000 Ordinary shares at a strike price of
£0.10. During the year, the Company did not issue any new
Warrants. At the balance sheet date of 31 March 2024 there were
Warrants unexercised for a total of 11,001,000 Ordinary shares,
which expire between 19 October 2026 and 27 October
2027.
Options
|
Year to 31 March 2024
|
|
Year to 31 March 2023
|
|
Number of Options
|
Weighted average exercise price in pence
|
|
Number of Options
|
Weighted average exercise price in
pence
|
Outstanding
at beginning of year
|
3,700,000
|
£0.0504
|
|
3,600,000
|
£0.05
|
Granted
during the year
|
-
|
-
|
|
100,000
|
£0.065
|
Expired
during the year
|
-
|
-
|
|
-
|
-
|
Exercised
during the year
|
1,441,846
|
£0.05
|
|
-
|
-
|
Outstanding
at the end of the year
|
2,258,154
|
£0.0507
|
|
3,700,000
|
£0.0504
|
Exercisable
at the end of the year
|
2,258,154
|
£0.0507
|
|
3,700,000
|
£0.0504
|
At 1 April 2023 there were
unexercised Options for 3,700,000 Ordinary shares at an average
strike price of £0.0504. During the year, Options for
1,441,846 Ordinary shares were exercised at a strike price of
£0.05.
At the balance sheet date of 31
March 2024 there were unexercised Options for 2,258,154 Ordinary
shares, which expire between 27 October 2028 and 31 March
2030.
Share based payments
The Company plan provides for a
grant price equal to the average quoted market price of the
ordinary shares on the date of grant. Equity-settled
share-based payments are measured at fair value at the date of
grant.
1,600,000 of the Options have been
issued to directors, as set out below.
Director
|
Options
|
Exercise
Price
|
Date of
Grant
|
Expiry Date
|
Patrick Doherty
|
-
|
-
|
-
|
-
|
Jason Brewer
|
-
|
-
|
-
|
-
|
John O'Connor
|
600,000
|
£0.05
|
28 Oct
2021
|
27 Oct
2028
|
David Blaney
|
900,000
|
£0.05
|
28 Oct
2021
|
27 Oct
2028
|
Antony Legge
|
100,000
|
£0.065
|
29 Mar
2023
|
28 Mar
2030
|
Using the Black Scholes valuation,
the fair value of the share based payments as at 31st
March 2024 was €57,343.
Valuation of Options and Warrants
The fair value of Warrants and
Options is measured by use of the Black-Scholes valuation.
The Company has been making a provision for the fair value of
Warrants and Option since the Company's listing on the London Stock
Exchange on 27 October 2023.
Using the Black Scholes valuation,
the fair value of the Warrants as at 31 March 2024 was €20,721
(2023: €264,937) and the
fair value of the Options was €81,378 (2023:€153,315), of which €57,343
(2023:€149,174) relates to
the Options issued to the Directors and €24,035 (2023:€4,142) for the non-director
Options.
The €57,343 (2023:€149,174) fair value of the
Director Options and the fair value of the Options and
non-directors options of €44,756 (2023:€269,079) has been recognised in
the Statement of Other Comprehensive Income.
19. Notes supporting
statement of cash flows
|
|
|
2024
|
2023
|
|
€
|
€
|
Cash at
bank available on demand
|
642,788
|
532,734
|
Cash and cash equivalents in
the statement of financial position
|
642,788
|
532,734
|
20. Financial Instruments
and Financial Risk Management
The Company's principal financial
instruments comprise cash and cash equivalents. The main purpose of
these financial instruments is to provide finance for the Company's
operations. The Company has various other financial assets and
liabilities such as receivables and trade payables, which arise
directly from its operations.
It is, and has been throughout 2024
and 2023, the Company's policy that no trading on derivatives be
undertaken.
The main risks arising from the
Company's financial instruments are foreign currency risk, credit
risk, liquidity risk, interest rate risk and capital risk. The
board reviews and agrees policies for managing each of these risks
which are summarised below.
Foreign currency
risk
The Company undertakes certain
transactions denominated in foreign countries. Hence, exposures to
exchange rate fluctuations arise. Exchange rate exposures are
managed within approved policy parameters utilising forward
exchange contracts where appropriate.
At the year ended 31 March 2024 and
31 March 2023, the Company had no outstanding forward exchange
contracts.
Credit Risk
Credit risk refers to the risk that
a counterparty will default on its contractual obligations
resulting in financial loss to the Company. As the Company does
not, as yet, have any sales to third parties, this risk is
limited.
The Company's financial assets
comprise receivables and cash and cash equivalents. The credit risk
on cash and cash equivalents is limited because the counterparties
are banks with high credit ratings assigned by international credit
rating agencies. The Company's exposure to credit risk arise from
default of its counterparty, with a maximum exposure equal to the
carrying amount of cash and cash equivalents in its consolidated
balance sheet.
The Company does not have any
significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. The Company
defines counterparties as having similar characteristics if they
are connected entities.
Liquidity risk
management
Liquidity risk is the risk that the
Company will not have sufficient funds to meet liabilities.
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which has built an appropriate liquidity
risk management framework for the management of the Company's
short, medium, and long-term funding and liquidity management
requirements. The Company manages liquidity by maintaining adequate
reserves and by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and
liabilities. Cash forecasts are regularly produced to identify the
liquidity requirements of the Company. To date, the Company has
relied on shareholder funding and loan arrangements to finance its
operations.
The expected maturity of the
Company's financial assets (excluding prepayments) as at 31 March
2024 and 31 March 2023 was less than one month.
The Company expects to meet its
other obligations from operating cash flows with an appropriate mix
of funds and equity investments. The Company further mitigates
liquidity risk by maintaining an insurance programme to minimise
exposure to insurable losses.
The Company had no derivative
financial instruments as at 31 March 2024 and 31 March
2023.
Interest rate
risk
The Company's exposure to the risk
of changes in market interest rates relates primarily to the
Company's holdings of cash and short-term deposits.
It is the Company's policy as part
of its disciplined management of the budgetary process to place
surplus funds on short-term deposit in order to maximise interest
earned.
Capital Risk
Management
The primary objective of the
Company's capital management is to ensure that it maintains a
healthy capital ratio in order to support its business and maximise
shareholder value.
The capital structure of the Company
consists of issued share capital, share premium and reserves. The
Company manages its capital structure and makes adjustments to it,
in light of changes in economic conditions. No changes were made in
the objectives, policies or processes during the years ended 31
March 2024 and 31 March 2023. The Company's only capital
requirement is its authorised minimum capital as a plc.
21. Going
concern
The Company incurred a loss for the
financial year of €504,887 (2023:
loss €424,579) and the Company had net current assets of
€229,956 (2023: net current
assets €257,817) at the Statement of Financial position date
leading to concern about the Company and Company's ability to
continue as a going concern.
The Company had a cash balance of
€642,778 (2023: €532,734)
at the Statement of Financial Position date.
The directors have prepared cashflow
projections and forecasts for a period of not less than 12 months
from the date of this report which indicate that the company will
require additional funding for working capital requirements and
developing existing projects. As the company is not revenue or cash
generating it relies on raising capital from the public
market
As in previous years the Directors
have given careful consideration to the appropriateness of the
going concern basis in the preparation of the financial statements
and believe the going concern basis is appropriate for these
financial statements. The financial statements do not include any
adjustments that would result if the Company was unable to continue
as a going concern
22. Post balance sheet
events
There were no material post balance
sheet events affecting these Financial Statements.
23. Approval of financial
statements
The financial statements were
approved by the board of directors on 29 July 2024.