New and amended standards and interpretations effective in the period

The following accounting and sustainability standards and updates were applicable for the first time in the reporting period but did not have a material impact on the Company:

·      Classification of Liabilities as Current or Non-current - Amendments to IAS 1, Non-current liabilities with Covenants - Amendments to IAS 1

·      Lease Liability in a Sale and Leaseback - Amendments to IFRS 16

·      Supplier finance arrangements - Amendments to IAS 7 and IFRS 7

·      IFRS S1: General requirements for disclosure of sustainability-related financial information

·      IFRS S2: Climate-related disclosures

New and amended standards and interpretations issued but not yet effective in the period

The following new and amended standards and interpretations in issue are applicable to the Company and are not expected to have any material impact on the financial statements when assessed in full for annual reporting purposes:

·    Amendments to IAS 21 to clarify the accounting when there is a lack of exchangeability (effective 1^st January 2025)

·    IFRS 18 Presentation and Disclosure in Financial Statements (effective 1^st January 2027).

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1^st January 2027).

None of the standards or amendments which became effective in the year had a significant impact on the company. The company have not early adopted and standards or amendments which are not yet effective.

Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the Board to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's critical accounting judgements are unchanged from those presented in the audited financial statements for the period ending 31 December 2023.

Key sources of estimation uncertainty

Fair value of derivative financial instruments at fair value through profit or loss

The Company recognises its derivative instruments (Public Warrants and Sponsor Warrants) initially at fair value at date of issuance with any subsequent movement in fair value between the issuance date and the reporting date being recognised as a fair value movement through profit and loss.

As at 30 June 2024 a third party valued the Warrants using an appropriate valuation model and determined the fair value at the period-end date to be $0.18 per warrant (31 December 2023: $0.04 per warrant). As at 30 June 2024, judgements were required for the inputs into the valuation model specifically volatility rates of suitable comparable companies and estimated life of the warrants.

Critical accounting estimates and judgements (continued)

Sensitivity Analysis

The following summary presents the impact of a reasonable +/- 1% change in the average implied volatility assumption applied in the warrant valuation model:

The sensitivity of the warrant valuation to the share price (+/- 10%, as well as considering the Value Weighted Average ("VWAP") Share Price of US$14.06, based on the last trade before the year end date) is set out as follows:

Fair value measurement

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy which consists of the following 3 levels:

o  Level 1 - unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities.

o  Level 2 - quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable from the market, either directly (as prices) or indirectly (as derived from prices); and

o  Level 3 - prices or valuations that require inputs that are not based on observable market data (unobservable inputs).

The Board considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Fair value measurement (continued)

The table below analyses within the fair value hierarchy the Company's financial liabilities measured at fair value on an ongoing basis:

The equity-linked Public Warrants admitted to the LSE along with the Sponsor Warrants have been classified as level 3.

Financial instruments classified within level 3 have significant unobservable inputs as they trade infrequently. As observable prices are not available for the investments, the Company uses valuation techniques to derive their fair value. At 30 June 2024 and 31 December 2023 it was the opinion of the Board that Sponsor Warrants should be categorised as level 3.

The Company had no financial assets measured on a fair value basis. No reclassifications between the three fair value categories took place during the period.

The following summarises the valuation methodologies and inputs used for derivative liabilities categorised as Level 3 as at 30 June 2024.

Unlike traditional warrant valuation models, the "Monis SPAC" model takes into account the complexity in SPAC warrants, which may be redeemed by the issuer once the linked shares exceed a trigger price. The method is derived from a Monte Carlo simulation adapted specifically for SPAC warrants.

3.       Cash and cash equivalents (including restricted cash)

The Company may only direct the release of restricted funds held in escrow upon the occurrence of certain events. Restricted cash held in escrow is made up of the proceeds of the October 2022 listing, and the Co-Sponsor Overfunding Subscription, and any interest earned, less funds repaid to Class A shareholders following share redemptions. See note 5 below for further details.

Cash and cash equivalents include readily available cash on hand, and deposits held with banks.

4.     Finance income and expenses

5.     Issued share capital

The following summarises the issued share capital as at 30 June 2024 and 31 December 2023.

Class A ordinary shares ("Public Shares")

In October 2022, ACG successfully completed its IPO with the admission of 12,500,000 Class A Ordinary Shares, onto the London Stock Exchange at an initial offering price of $10.00 per unit. 6,250,000 warrants were issued concurrently, as each subscriber also received half of one Warrant ("Public Warrant") with their Public Share. As at 30 June 2024, the Public Warrants carry a $11.50 strike price and are redeemable in whole or in part, prior to completion of the Acquisition. The Public Shares have been classified as a financial liability measured at amortised cost in the Company's Statement of Financial Position.

In October 2023, following an EGM circular which included a notice providing Class A Shareholders a right to redeem their shares, 12,471,732 (99.77% of Class A) shares were redeemed at a price of $10.7991 per share.

5.     Issued share capital (continued)

Funds totalling $134,683,481 were returned to shareholders on 26 October 2023 which included interest earned and received on the funds held on escrow as at the redemption date, which Class A shareholders were entitled to receive.

In January 2024, following an EGM circular which included a notice providing Class A Shareholders a right to redeem their shares, 24,156 shares were redeemed at a price of $28.5146 per share.

Funds totalling $688,798 were returned to shareholders on 5 February 2024 which included interest earned and received on the funds held on escrow as at the redemption date, which Class A shareholders were entitled to receive.

Class B ordinary shares ("Sponsor Shares")

In October 2022, as a result of the IPO, Sponsors and Directors subscribed to a total of 3,125,000 Sponsor Shares at a price of $0.01 per share. In December 2023, 1,333,333 new B shares were subscribed to and allotted at $1.50 per share, resulting in gross proceeds of $2,000,000 included in share capital, and increasing the total number of Class B Shares to 4,458,333.

Sponsor Shares are classified as equity in the Company's Statement of Financial Position pursuant to a lock -up arrangement between the Company and its Sponsors.

6.      Derivative financial liabilities

Public Warrants

As at 30 June 2024, the Public Warrants fair value had increased to $0.18 per warrant (31 December 2023: $0.04) and are recognised in these financial statements at a total value of $1,104,375.

Sponsor Warrants

As at 30 June 2024, the Sponsor Warrants have been valued at $0.18 per warrant (31 December 2023: $0.04) and are recognised in these financial statements at a total value of $2,358,724.

The following fair value (gain)/loss in respect of both Public and Sponsor Warrants were recognized through profit and loss:

7.      Trade & other payables

Accruals relate to legal and professional, and other consultancy fees.

8.      Sponsor Loans

The Sponsor Loans have been classified as equity within the Share subscription advances and sponsor loans reserve as repayment is subject to acquisition. Amounts in this reserve represent amounts under received the Sponsor Loan side agreements during the period.

9.     Loss per share

The calculation of basic and diluted earnings per share has been based on the following loss attributable to shareholders and weighted-average number of ordinary shares outstanding at the period end.

The weighted average number of ordinary shares is determined by reference to the Class B Ordinary shares. Public and Sponsor Warrants are deemed to be anti-dilutive as the average market price of ordinary shares during the period did not exceed the $11.50 exercise price of the Warrants and they are therefore out of the money and excluded from the diluted earnings per share calculation. The redeemable Public Shares under IAS 33 are deemed to be contingently issuable shares issuable only upon an acquisition so are excluded from the earnings per share calculations until an acquisition has occurred.

As the Company is reporting a net loss, unexercised warrants are deemed anti-dilutive making the diluted loss per share equal to the basic loss per share.

10.    Administration expenses

11.    Related party transactions

The Company's key management personnel include its directors and external consultants providing key management personnel services to the Company. Each director was appointed pursuant to a letter of appointment between the respective director and the Company dated on each director's respective appointment date.

Under the terms of the letters of appointment the Company's independent directors each receive a fee of $80,000 per annum and will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf, such as identifying and researching potential target businesses. Additional fees are payable to independent directors who have taken on additional board responsibilities.

During the 6 months ended 30 June 2024, total remuneration paid to directors was $342,208 (6 months ended 30 June 2023: $385,645. Included in this amount but payable at the end of the period was $8,458 (6 months ended 30 June 2023 $26,250). During the 6 months ended 30 June 2024, fees paid to consultants providing key management personnel services was $242,978 (6 months ended 30 June 2023: $300,809. Included in this amount but payable at the end of the period was $nil (6 months ended 30 June 2023 $14,000).

There were no related party transactions other than those with key management personnel described above.

12.    Contingencies and commitments

Subject to the completion of this specific acquisition, $81,904 is due to be paid to various parties. The underwriter of the Company's placing is entitled to a deferred commission subject to completion of any further acquisition, of 3.5% ($4,375,000) of the gross proceeds of the public (Class A) share offering together with any VAT chargeable thereon, provided that 2% ($2,500,000) of the 3.5% shall be determined at the sole discretion of the Company. The underwriter and the Company are in the process of cancelling this fee by entering into a new engagement letter. Other committed costs associated with pursuing the Company's acquisition strategy have been incurred, and further fees including success fees would be incurred on completion of an acquisition.

13.    Subsequent events

On 29 August 2024, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance $250,000 and selected Co-Sponsors elected to convert $4,153,014 of Sponsor loans to Class A ordinary shares.

13.    Subsequent events (continued)

This Side Deed further detailed that a portion of the Sponsor loans would be repaid to Co-Sponsors, therefore this portion of Sponsor loans will be reclassed from equity to liabilities in the year end financial statements as at 31 December 2024. 

On 3 September 2024, ACG successfully completed the acquisition of the Gediktepe Mine in Türkiye from Lidya Madencilik Sanayi ve Ticaret Anonim Şirketi ("Lidya") and was subsequently re-admitted to trading on the London Stock Exchange as ACG Metals Limited.

The Company announcement released on 3 September 2024 mentioned that this Acquisition comprised of an issue of "6,646,796 ACG Sale Shares to Lidya, 6,503,998 Funding Shares at US$6.00 per Funding Share, and 1,211,664 Placing Shares at US$6.00 per Placing Share, the Enlarged Ordinary Share Capital of ACG upon Re-Admission will be 17,489,9131. In addition, following the issue of one redeemable warrant per Placing Share, being 1,211,664 warrants, the Company will have 7,461,664 Listed Warrants in issue upon Re-Admission." As a result of this, the strike price of Warrants was changed to $6.90 per Warrant.