ECR MINERALS plc

("ECR Minerals" or the "Company")

Audited Financial Results for Year Ended 30 September 2023

Annual Report

ECR Minerals plc is pleased to announce its audited financial statements for the twelve months ended 30 September 2023 ("FY 2023").

Copies of the Annual Report and Accounts for FY2023 with the notice of annual general meeting have been posted to shareholders and are available on the Company's recently updated website at https://www.ecrminerals.com.

The Company intends to hold its annual general meeting at 11 am on Tuesday April 23^rd 2024 at Hurlingham Studios, Ranelagh Gardens, London SW6 3PA.

Below is an extract from comments made by Chairman Nick Tulloch in the Annual Report for the year ending 30 September 2023:

"Despite the challenges thrown at ECR during 2023, we have significantly advanced the value of our assets across the group and, hopefully, as shareholders will observe, our pace of activity has accelerated into 2024. We have made a conscious effort to re-energise our investment case and activity levels are high - and reflected in increasing trading volumes on the stock exchange - so we believe that we have much to look forward to in the coming year. 

It is important to me, and my fellow directors, that our Board is now fully aligned with shareholders through our salary sacrifice and I very much look forward to participating with you all as we aim to deliver transformative value to our shareholders in the coming year.

Finally, my thanks to our shareholders for supporting us. I hope we can offer you further cause for optimism as we seek to streamline operations and costs, while adding value to ECR's key assets going forward. I look forward to reporting back to you with further progress."

Nick Tulloch

Chairman

Financial Summary for Year Ending 30 September 2023

For the year to 30 September 2023, the Group recorded a total comprehensive loss attributable to shareholders of the Company of £2,132,769, compared with £2,272,658 for the year to 30 September 2022. The largest contributor to the total comprehensive loss was the administrative expenses.

The Group's net assets as at 30 September 2023 were £5,012,403 in comparison with £5,849,084 at 30 September 2022.

See below for detailed financial statements

Market Abuse Regulations (EU) No. 596/2014

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

ECR Minerals plc		Tel: +44 (0) 20 7929 1010
Nick Tulloch, Chairman Andrew Scott, Director
Email: [email protected]
Website: www.ecrminerals.com
WH Ireland Ltd		Tel: +44 (0) 207 220 1666
Nominated Adviser Katy Mitchell / Andrew de Andrade
Axis Capital Markets Limited		Tel: +44 (0) 203 026 0320
Broker
Ben Tadd/Lewis Jones
SI Capital Ltd		Tel: +44 (0) 1483 413500
Broker
Nick Emerson
Novum Securities Limited		Tel: +44 (0) 20 7399 9425
Broker Jon Belliss
Brand Communications		Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green

 

ABOUT ECR MINERALS PLC

 

ECR Minerals is a mineral exploration and development company. ECR's wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd ("MGA") has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria (Tambo gold project).

 

ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd ("LUX") which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Lolworth Range, Queensland, Australia. The Company has also submitted a license application at Kondaparinga which is approximately 120km2 in area and located within the Hodgkinson Gold Province, 80km NW of Mareeba, North Queensland.

 

Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), MGA has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.  MGA also has approximately A$75 million of unutilised tax losses incurred during previous operations.

 

ECR holds a 90% interest in the Danglay gold project in the Philippines and a royalty on the SLM gold project in La Rioja Province, Argentina which could potentially receive up to US$2.7 million in aggregate across all licences.

 

 

ECR Minerals plc | Annual Report 2023

 

CHAIRMAN'S REVIEW For the period ended 30 September 2023

 

It feels a little curious to be reporting on ECR's performance in the year to 30 September 2023 when I spent slightly over two weeks in the role in the period but, as you would expect any new management team to do, Mike Whitlow, as COO, and I undertook some intensive learning and examination of ECR's assets and business on our appointment and I hope the decisions we have made and initiatives we have undertaken since resonate well with shareholders.

 

Firstly, I would like to express my appreciation to David Tang, our former Chairman, who led ECR through a very challenging period with great diligence and commitment. I was honoured that he asked me to take over as Chairman two months ago and I thank him for all he has done for ECR so far. I am particularly pleased that we will continue to benefit from his wise counsel and detailed knowledge of our operations in his ongoing role on our board of directors. I would also like to recognise the work that Andrew Haythorpe undertook during his tenure as CEO in developing ECR's portfolio of assets. Against a backdrop of exceptionally challenging markets, the progress made on the ground has not been reflected in our market valuation and share price but Mike and I would contend that it is a matter of when and not if that this will be corrected - and perhaps this is beginning to become apparent over the past six months since our appointment.

 

With a small market capitalisation, it is easy for investors to overlook the potential in our portfolio. I have been saying since I joined that the Company had somewhat lost its connection with investors and one of our first tasks is to rebuild that. I hope, with the efforts we have made in the past five months, that is starting to show through. It was important to me and Mike that we demonstrated our conviction to shareholders and consequently we proposed to the board a remuneration scheme for each of us that is almost 90 percent. based in ECR shares and, furthermore, that those share issues are linked to performance. We were flattered to be immediately joined in this concept by all other members of the board through their salary sacrifice schemes and cancellation of 54,000,000 historical share options. The salary sacrifice scheme has already been extended twice. Together, and with this now clear alignment of the board with shareholders, we hope to build further value to ECR's assets in the coming year.

Mike and I both keep an eye on bulletin boards and other investor commentary. Following from what I said above, we can't build a connection with investors if we don't know what they are thinking. Opinions and comments are diverse as you would expect but my stand-out favourite, made not long after our appointment, was to nickname us "Ant and Dec". Quite whether the author meant it this way, I am not sure, but I enjoyed it as an apt description. We joined the company together as a double act and investors who know us will see that we have very different skillsets and experience but we both share a common desire to grow the Company in the public markets. Perhaps like our more famous celebrity comparison, we work closely together, speaking several times most days as we develop initiatives to "entertain" investors and develop ECR.

 

In contrast to ECR's share price, spot gold recovered sharply in March 2023, and despite dipping in October 2023, the yellow metal has risen strongly since then, remaining above the important US$2,000/ oz benchmark for much of the past five months. Despite gold's safe haven status in a turbulent and difficult world, the sharp rise in interest rates over the year to combat high inflation rates have weighed heavily on markets and sentiment, resulting in the widely discussed disconnect between the gold price and junior explorers. Although this highly uncertain macro picture could yet continue, market commentators are speculating that falling inflation may lead to falls in interest rates early in 2024. If this happens, junior explorers, including ECR, may find themselves back in favour.

 

When I took the helm in September 2023, along with Mike, we conducted a detailed asset overview and evaluation. It was of no surprise to us that we believe that ECR has a number of high quality assets, and the work that our Chief Geologist Adam Jones and the field team have undertaken, particularly at our Queensland projects over this year have delivered a tangible increase both in our understanding of the terrain and the value of the licences. What follows is a project by project assessment to date.

 

QUEENSLAND

Lolworth Project

Our primary focus during 2023 has been the development of our Queensland assets, and in particular the gold and battery metals assets that field work has revealed at our exploration licences EPM 27901, EPM 27902 and EPM 27903 at the Lolworth Range area in Northern Queensland. The Lolworth Range area in North Queensland has been closely monitored by ECR's Chief Geologist Adam Jones for many years and is considered highly prospective for gold. An extensive fieldwork campaign of soil sampling and rock chips has already been successfully completed by our geological team led by Adam Jones, and the team are now focused on identifying areas of high potential to help delineate a series of future high-priority zones and drill targets. Soil sampling and rock chip results already in from Reedy Creek, Gorge Creek and Woolshed Creek (announced at the end of the period in question) continue to extend the region's gold prospectivity, and post period end results from Gorge Creek are increasingly highlighting Lolworth as a bona fide exploration opportunity. Already there are indications that a much larger system may be in situ than has been mapped at present. The next steps for Lolworth are trenching at Flaggy Creek and Reedy Creek. We intend to trench across various outcrops and follow up with reverse circulation drilling. We will also undertake further reconnaissance for niobium and gold in streams over the eastern tenements where geological mapping suggests the presence of pegmatite intrusion that covers approximately 45 square kilometres.

 

Hurricane Project and Kondaparinga License ECR was granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Ltd, the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in North East Queensland, together known as the Hurricane Project. An extensive campaign of field work was undertaken by Adam Jones and the field team over the summer months, and while rock chip sampling confirmed the area was prospective for gold and antimony, the Board decided that the terms of the acquisition did not represent good value for ECR shareholders. I would emphasise here that none of this is meant to imply that there is not value in Hurricane - we simply felt the value was not representative of the proposed cost. However, work done by Adam Jones and Andrew Haythorpe did reveal to us several opportunities in the location.

 

We took the decision to terminate the proposed Hurricane acquisition in October 2023 and shortly ahead of that applied for EPM 28910 at Kondaparinga. This area is situated close to the original geological features that first bought Hurricane to the attention of our board and field team. Significantly, it is also twice the size of Hurricane.

 

Blue Mountain Project

In April 2023, ECR announced the conditional acquisition of the Blue Mountain project, which consists of exploration permits EPM 27175 and EPM 27183 and includes the Denny Gully Gold project, situated south west of Gladstone port and south east of Biloela, the small regional pastoral-agricultural-coal mining centre in Queensland. No work has yet been undertaken at Blue Mountain, and a decision on whether or not to progress this project will be taken during 2024.

 

VICTORIA

ECR's operational hub remains in Bendigo, in Victoria, Australia, and from here our field and drill team have continued to progress our projects at Creswick and Bailieston.

 

Creswick

Historically, a considerable amount of investor interest has centred on our Creswick project, where ECR owns licence tenements EL006184, EL006907 and EL006713 and a property at Springmount. There is good reason for this interest. Creswick sits in an impressive "postcode" with numerous historic production sites in the vicinity and, more recently, growing interest again in Victoria as a gold producing region. Creswick is in effect a continuous land package from the Springmount property south through to the outskirts of Ballarat, while licence EL006907 also links Creswick to the Ballarat East-Nerrina Goldfields.

 

Following the re-assay of the Creswick diamond drill core, Adam Jones and the field team returned to conduct further fieldwork and identified a potential new parallel gold system to the south-east of the Springmount property within the Dimocks Main Shale. Several prospects in this area demonstrated considerable potential through positive soil and rock chip sampling results. In addition, 10 short holes were drilled at Spring Hill Reef, adjacent to the Springmount property and the 2019 reverse circulation drill holes. Ultimately, the drill results at that time were disappointing, and coupled with the challenging markets, the Board at the time took the decision to temporarily suspend further work on Creswick and focus resources on its Queensland assets. Since that date, and after the year end, we have returned to drill at Creswick, this time at Davey Road and Kuboid Hill.

 

Whilst we are currently awaiting results from Kuboid Hill, bulk sample testing at Davey Road indicated both extensive prevalence and pleasing grades of gold with the best result being 41.03 g/ t Au over 1 metre thereby vindicating our decision to re-examine our Creswick assets.

 

Bailieston

The extensive field work and drilling undertaken at the Bailieston property in previous years maintains this asset as one of our most prominent. The final phase of an ongoing drilling campaign in Spring 2023 at the Blue Moon prospect resulted in some promising gold grades following on from the historic drill holes from the 2019 RC drill programme. The unusual geology at Blue Moon gave some indication of an extended grade trend but unfortunately did not expand at depth and hopes for an extended grade trend failed to materialise. Unable to confirm any potential for an immediate commercial discovery, and faced with little support in the markets at that time, the Board took the decision to suspend activities and focus resources on its Queensland assets.

 

Following the year end the Board has noted the 'spectacular' results announced by ASX listed Southern Cross Gold at its Sunday Creek project sited to the south of ECR's Bailieston assets as well as a general increase in activity across the Victoria gold mining regions. We will commence a stream sampling programme at Baileston in the current financial year. Separately, ECR also received A$609,091 funds from the disposal of the Bailieston property at Nagambie-Rushworth Road.

 

Tambo

ECR's exploration licences in eastern Victoria covering the Tambo River and Swifts Creek region were granted in December 2021. We have previously recorded 22g/t gold in rock chips with silver and bismuth credits and expect to commence reverse circulation drilling at Tambo in the coming year.

 

OTHER ASSETS

 

Danglay Gold Project, Philippines

 

In February 2023, an intercompany loan of 28,354,525 pesos (approximately £420,800) owed to ECR by Cordillera Tiger Gold Resources Inc (" Cordillera Tiger"), the owner of Exploration Licence EP-006 at the Danglay Gold Project, Northern Philippines was satisfied by the issue of 6,666,667 new ordinary shares in that company. As a result, ECR now owns 90 per cent. of Cordillera's issued share capital.

 

However, during the period, the Group has reassessed its involvement in the Philippines in accordance with IFRS 10's definition and guidance on control. As a result of the officers and directors of Cordillera Tiger not acting in accordance with the Group's instructions, the Group has concluded that it has no significant influence and no outright control in making its judgement in respect of its Philippines assets. The Board have considered the Group's voting rights, the relative size and dispersion of the voting rights held by other shareholders and the recent inactivity by those shareholders. Recent experience demonstrates that enough of the smaller shareholders, who are also directors of the Philippines company, have operated in such a way that has prevented the Group from having the practical ability to direct and gain access to financial and other information that is pertinent to running that company. With our focus very much on Australia, we continue to explore options to crystallise value here.

 

Avoca and Timor Exploration Licence Royalties

In April 2020, the Group's subsidiary Mercator Gold Australia Pty Ltd entered into an agreement for the sale of Avoca and Timor exploration licences EL5387, EL006280, EL006913 and EL006278 in Victoria to Currawong Resources Pty Ltd, a wholly owned subsidiary of Fosterville South Exploration Ltd. A cash payment of US$500,000 was received at the time and ECR continues to be entitled to:

 

1. A further payment of A$1 for every ounce of gold or gold equivalent of measured resource, indicated resource or inferred resource estimated within the area of one or more of the licences in any combination or aggregation of the foregoing, up to a maximum of A$1,000,000 in aggregate; and

 

2. A further payment of A$1 for every ounce of gold or gold equivalent produced from within the area of one or more of the licences, up to a maximum of A$1,000,000 in aggregate. No payments under the Avoca and Timor exploration licence royalties were received in the year.

 

SLM Gold Project Royalties

In February 2020, the Company sold its wholly owned Argentine subsidiary, Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. The sale allows ECR to focus on its core gold exploration activities in Australia. The purchaser, Hanaq Argentina SA ("Hanaq"), was a Chinese-owned company engaged in lithium, base and precious metals exploration in north-west Argentina including Salta, Jujuy and La Rioja, with a highly experienced management team. ECR retains an NSR royalty of up to 2 per cent. to a maximum of US$2.7 million in respect of future production from the SLM gold project, owned by Hanaq. The Directors believe that Hanaq has the operational capabilities and access to investment capital necessary to put the SLM project into production, subject to the usual prerequisites such as further exploration and feasibility studies being successfully completed (if deemed necessary by Hanaq) and to the necessary permits for production being obtained. No payments under the SLM gold project royalties were received in the year.

 

Exploration Licence Overview and Summary

At the end of the financial year, ECR held eight active exploration licences in Victoria. There are three granted mineral exploration licences at Creswick (EL006184, EL006907 and EL006713), and four granted exploration licences EL5433, EK006911, EL006912 and EL007296 at Bailieston. At Tambo ECR owns the exploration licence EL007484 covering Swifts Creek and the Tambo River.

 

ECR holds three exploration licences (EPM 27901, EPM 27902 and EPM 27903) in the Lolworth area, North Queensland and has applied for licence EPM 28910 at Kondaparinga also in North Queensland. In November 2020, ECR lodged exploration licence application EL007537 for an area which surrounds mining licences M IN5396 and M IN4847. These mining licences, which are not held by ECR, contain the operating Ballarat gold mine. The area of EL007537 includes the southern extension of the Dimocks Main Shale, which is the principal target of exploration at the Creswick gold project located a short distance to the north, the northern extension of the Ballarat East line and the depth extensions of the Ballarat West line. EL007537 is in a competitive bid with three other applicants.

 

Asset Review

As the Group is not generating revenue from operations, the Directors consider that profit and loss is a metric of less utility than in many other businesses. For the year to 30 September 2023 the Group recorded a total comprehensive loss of £1,772,670 compared with £2,614,873 for the year to 30 September 2022. This is reflected principally in the impairment of investment held in Cordillera Tiger and administrative expenses. The Group's net assets at 30 September 2023 were £5,012,403 in comparison with £5,849,083 at 30 September 2022.

 

In maintaining intensive drilling campaigns and exploration activities, ECR's capital position has reduced during the year. However, the Company raised £900,000 before expenses in December 2022, and following the board restructuring, a further conditional fundraise of £580,000 was executed just prior to the year end from high net worth individuals and institutional investors without payment of commissions. In October 2023, a cross-board salary sacrifice scheme in lieu of shares was agreed to further save cash. To date, the Board has sacrificed £80,000 of salary in return for 22,857,142 new ordinary shares at a price of 0.175 pence issued in December 2023 and a further issue of new ordinary shares to be made at the end of March. Following the year end, Director options over 54 million options were cancelled on 20 October 2023 as part of our efforts to fully align with shareholders amid the challenging market conditions. Furthermore a placing to raise £585,000 at 0.3 pence per ordinary share was announced earlier this month with settlement scheduled for 8 April 2024. This fundraising is a significant achievement for ECR, coming at a more than 70 per cent. premium to our raise in September 2023. Importantly, we are now fully funded for our 2024 exploration programme.

 

Since my arrival in September 2023, we have introduced additional measures to preserve cash going forward. Most recently, and after the year end, we successfully sold a drilling rig and an excavator for a combined consideration of A$420,000 (with payments for the rig being spread over nine months),

 

ECR also owns a property at Brewing Lane, Springmount (within the Creswick licence area), on which the Group is in the process of obtaining planning permission for a residential house pending putting the property up for sale. For a modest outlay, we believe that, with planning permission, the land value should increase and, equally importantly, so will the likely audience of buyers.

 

Despite the challenges thrown at ECR during 2023, we have significantly advanced the value of our assets across the group and, hopefully, as shareholders will observe, our pace of activity has accelerated into 2024. We have made a conscious effort to re-energise our investment case and activity levels are high - and reflected in increasing trading volumes on the stock exchange - so we believe that we have much to look forward to in the coming year. It is important to me, and my fellow directors, that our Board is now fully aligned with shareholders through our salary sacrifice and I very much look forward to participating with you all as we aim to deliver transformative value to our shareholders in the coming year.

 

Finally, my thanks to our shareholders for supporting us. I hope we can offer you further cause for optimism as we seek to streamline operations and costs, while adding value to ECR's key assets going forward. I look forward to reporting back to you with further progress.

 

Nick Tulloch

Chairman

31 March 2024

 

Financial Statements:

 

		Year ended	Year ended
		30 September 2023	30 September 2022
	Note	£	£
Continuing operations
Other administrative expenses		(1,320,357)	(1,214,398)
Impairment of intangible assets		-	(1,576,822)
Loss on other current assets		(149,282)	(18,991)
Disposal of assets		(4,233)	-
Impairment of investments		(112,928)
Share based payment		(156,380)	-
Currency exchange differences		(6,049)	27,173
Total administrative expenses		(1,749,229)	(2,783,038)
Operating loss	3	(1,749,229)	(2,783,038)
Assets held at fair value through profit and loss		(34,695)	16,510
		(1,783,924)	(2,766,528)
Financial income	7	3,111	651
Other income		8,142	151,004
Finance income and costs		11,253	151,655
Loss for the year before taxation		(1,772,670)	(2,614,873)
Income tax	5	-	-
Loss for the year from continuing operations		(1,772,670)	(2,614,873)
Loss for the year - all attributable to owners of the parent		(1,772,670)	(2,614,873)
Earnings per share - basic and diluted On continuing operations	4	(0.15)p	(0.25)p

 

The period to which this consolidate statement of comprehensive income applies was the 12-month period from 1 October 2022 to 30 September 2023.

There was no other comprehensive income in the period.  All activities relate to continuing operations.

The notes on pages 59 to 82 are an integral part of these financial statements.

 

	Year ended	Year ended
	30 September 2023	30 September 2022
	£	£
Loss for the year	(1,772,670)	(2,614,873)
Items that may be reclassified subsequently to profit or loss
(Loss)/gain on exchange translation	(360,099)	342,215
Other comprehensive gain for the year	(360,099)	342,215
Total comprehensive loss for the year	(2,132,769)	(2,272,658)

 

The notes on pages 59 to 82 are an integral part of these financial statements.

 

 

 

		Group		Company
		30 September	30 September	30 September	30 September
	Note	2023                                          £	2022 £	2023 £	2022 £
Assets
Non-current assets
Property, plant and equipment	8	567,672	1,188,192	7,297	7,849
Investments in subsidiaries	9	-	-	1	22,543
Intangible assets	10	4,420,597	3,760,919	347,984	147,985
Other receivables	11	-	-	4,005,390	5,792,859
		4,988,269	4,949,111	4,360,672	5,971,236
Current assets
Trade and other receivables	11	85,383	148,043	1,065,853	1,037,568
Inventory		-	70,641	-	-
Financial assets at fair value through profit or loss	9	10,390	45,084	10,390	45,084
Cash and cash equivalents	12	82,462	842,889	6,589	233,106
		178,235	1,106,657	1,082,832	1,315,758
Total assets		5,166,504	6,055,768	5,443,504	7,286,944
Current liabilities
Trade and other payables	14	154,101	206,684	101,042	135,925
Total liabilities		154,101	206,684	101,042	135,954
Net assets		5,012,403	5,849,084	5,342,462	7,151,069
Equity attributable to owners of the parent
Share capital	13	11,292,415	11,290,980	11,292,415	11,290,980
Share premium	13	54,195,398	53,057,125	54,195,398	53,057,125
Exchange reserve		566,114	926,213	-	-
Other reserves		597,086	440,706	597,086	440,706
Retained losses		(61,638,610)	(59,865,940)	(60,742,437)	(57,637,742)
Total equity		5,012,403	5,849,084	5,342,462	7,151,069

 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company profit and loss account. The loss for the parent company for the year was £3,104,695 (2022: £2,263,395 loss).

 

The notes on pages 59 to 82 are an integral part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 31 March 2024 and were signed on its behalf by:

 

                                          

Weili (David) Tang                                          Nick Tulloch

 

 

 

 

	Share capital	Share premium	Exchange reserve	Other reserves	Retained reserves	Total
	(Note 13)	(Note 13)
	£	£	£	£	£	£
Balance at 30 September 2021	11,290,483	52,593,562	583,998	440,706	(57,251,067)	7,657,683
Loss for the year	-	-	-	-	(2,614,873)	(2,614,873)
Gain on exchange translation	-	-	342,215	-	-	342,215
Total comprehensive loss	-	-	342,215	-	(2,614,873)	(2,272,658)
Shares issued	497	463,563	-	-	-	464,060
Share issue costs	-	-	-	-	-	-
Total transactions with owners, recognised directly in equity	497	463,563	-	-	-	464,060
Balance at 30 September 2022	11,290,980	53,057,125	926,213	440,706	(59,865,940)	5,848,084
Loss for the year	-	-	-	-	(1,772,670)	(1,772,670)
Loss on exchange translation	-	-	(360,099)	-	-	(360,099)
Total comprehensive loss	-	-	(360,099)	-	(1,772,670)	(2,132,769)
Shares issued	1,352	1,132,356	-	-	-	1,133,708
Share issue costs	-	(42,000)	-	-	-	(42,000)
Shares issued for services	83	47,917	-	-	-	48,000
Share based payment	-	-	-	156,380	-	156,380
Total transactions with owners, recognised directly in equity	1,435	1,138,273	-	-	-	1,296,088
Balance at 30 September 2023	11,292,415	54,195,398	566,114	597,086	(61,638,610)	5,012,403

 

 

 

	Share capital	Share premium	Other reserves	Retained reserves	Total
	(Note 13)	(Note 13)
	£	£	£	£	£
Balance at 30 September 2021	11,290,483	52,593,562	440,706	(55,386,253)	8,938,498
Loss for the year	-	-	-	(2,251,490)	(2,251,490)
Total comprehensive expense	-	-	-	(2,251,490)	(2,251,490)
Shares issued	497	463,563	-	-	464,060
Share issue costs	-	-	-	-	-
Total transactions with owners, recognised directly in equity	497	463,563	-	-	464,060
Balance at 30 September 2022	11,290,980	53,057,125	440,706	(57,637,742)	7,151,069
Loss for the year	-	-	-	(3,104,695)	(3,104,695)
Total comprehensive expense	-	-	-	(3,104,695)	(3,104,695)
Shares issued	1,352	1,132,356	-	-	1,133,708
Share issue costs	-	(42,000)	-	-	(42,000)
Shares issued for services	83	47,917	-	-	48,000
Share based payments	-	-	156,380	-	156,380
Total transactions with owners, recognised directly in equity	1,435	1,138,273	156,380	-	1,296,088
Balance at 30 September 2023	11,292,415	54,195,398	597,086	(60,742,437)	5,342,462

 

The accompanying notes on pages 59 to 82 form part of these financial statements.

The following describes the nature and purpose of each reserve within equity:

Reserve	Description and purpose
Share capital	Amount subscribed for share capital at the nominal value of £0.01 per ordinary share
Share premium	Amount subscribed for share capital in excess of nominal value, net of share issue costs
Share based payments reserve	Amounts recognised for share-based payment transactions including share options granted to employees and other parties
Retained earnings / (loss)	Cumulative net gains and losses recognised in the consolidated statement of comprehensive income

 

 

		Group		Company
		Year ended 30 September	Year ended 30 September	Year ended 30 September	Year ended 30 September
	Note	2023                 £	2022 £	2023 £	2022 £
Net cash used in operations	20	(1,183,552)	(918,135)	(869,282)	(733,226)
Investing activities
Purchase of property, plant & equipment	8	(167,948)	(90,321)	(5,410)	(2,541)
Increase in exploration assets	10	(779,251)	(1,674,046)	-	(314,663)
Investment in subsidiary		-	-	-	(22,543)
Investment in available for sale assets		-	(10,000)	-	(10,000)
Proceeds from sale of property, plant and equipment		509,212	88,634	-	42,952
Loan to subsidiary		-	-	(210,931)	(659,033)
Interest income	7	3,112	651	1,106	265
Net cash used in investing activities		(434,875)	(1,685,082)	(215,235)	(965,563)
Financing activities
Proceeds from issue of share capital (net of issue costs)		858,000	464,060	858,000	464,060
Net cash from financing activities		858,000	464,060	858,000	464,060
Net change in cash and cash equivalents		(760,427)	(2,139,157)	(226,517)	(1,234,729)
Cash and cash equivalents at beginning of the year		842,889	2,982,046	233,106	1,467,835
Effect of change in foreign exchange rates		-	-	-	-
Cash and cash equivalents at end of the year	12	84,462	842,889	6,589	233,106
Non-cash transactions: Shares issued for exploration assets Shares issued for services		199,999   81,709

The accompanying notes on pages 59 to 82 form part of these financial statements.

 

Notes to the Financial Statements:

 

1.            GENERAL INFORMATION

1.1          Group

The Company and the Group operated mineral exploration and development projects. The Group's principal interests are located in Australia and the Philippines.

The Company is a public limited company incorporated and domiciled in England. The registered office of the Company and its principal place of business is Office T3, Hurlingham Studios, Ranelagh Gardens, London SW6 3PA. The Company is quoted on the Alternative Investment Market (AIM) of the London Stock Exchange.

1.2          Company income statement

 

The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements.  The loss for the financial period dealt with in the accounts of the Company amounted to £3,104,695.

 

2.            PRINCIPAL ACCOUNTING POLICIES

2.1       Overall considerations

 

The principal accounting policies that have been used in the preparation of these consolidated financial statements are set out below. The policies have been consistently applied unless otherwise stated.

2.2       Basis of preparation

 

The Consolidated Financial Statements of the Group and Company have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and regulations made under it.  The Company Financial Statements have been prepared under the historical cost convention.  The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated Financial Statements. 

The financial statements are prepared in pounds sterling and amounts are rounded to the nearest thousand.

(i)        New and amended standards, and interpretations issued and effective for the financial year beginning 1 October 2022

There were no new standards, amendments or interpretations effective for the first time for periods beginning on or after 1 October 2022 that had a material effect on the Group or Company financial statements.

 

(ii)       New standards, amendments and interpretations in issue but not yet effective

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue for the period beginning 1 January 2023 but not yet effective:

§ Amendments to IAS 1: Classifications of current or non-current liabilities (effective 1 January 2024);

§ Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective 1 January 2023);

§ Amendments to IAS 12: Income Taxes - Deferred Tax arising from a Single Transaction (effective 1 January 2023).

§ Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective 1 January 2023).

§ Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors -Definition of Accounting Estimates - effective 1 January 2023

§ Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single Transaction - effective 1 January 2023

The Directors do not expect that the adoption of these standards will have a material impact on the financial information of the Group or Company in future periods.

 

2.3       Basis of consolidation

 

Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

De-facto control exists in situations where the Group has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The consolidated financial statements present the results of the Group as if they formed a single entity. Intercompany transactions and balances between group companies are eliminated in full.

The consolidated financial statements incorporate the financial statements of the Company and one of its subsidiaries made up to 30 September 2023. Subsidiary undertakings acquired during the period are recorded under the acquisition method of accounting and their results consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date such control ceases.

The subsidiaries included are as follows:

Mercator Gold Australia Pty Ltd

Lux Exploration Pty Ltd

Cordillera Tiger International Resources Inc. (up to 19 June 2023 - see Note 10)                                              

Warm Springs Renewable Energy Corporation

Copper Flat Corporation (formerly New Mexico Copper Corporation)

 

2.4       Going concern

 

The Financial Statements have been prepared on the going concern basis and do not include the adjustments that would result if the Group was unable to continue as a going concern.  The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. 

 

The Company is currently financed through investment by its shareholders and during the period the Company raised £900,000 before costs, from the issue of shares. The Company made a loss for the period of £1,772,670 before taxation and foreign exchange adjustments. Nonetheless, the Company held bank balances of £84,338 at the year end.

 

In assessing whether the going concern assumption is appropriate, the Directors consider all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes management prepared cash flows forecasts, the Company's current cash balances and the Company's existing and projected monthly running costs. Furthermore, the Directors are mindful that, if the Company needs to raise further funds over the 12 months following approval of the financial statements to execute its strategy and for working capital, it has the ability to access additional financing, if required, over the next 12 months.  Specifically, the Company successfully completed two fundraisings in 2023 through the issue of new ordinary shares and, in addition, has raised a further £585,000 before costs in March 2024.

 

Therefore, the Directors have made an informed judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.  However, as there can be no certainty that required cash can be readily raised from future financings, there remains a material uncertainty that may cause significant doubt about the Group to continue as a going concern.

 

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

 

2.5       Foreign currency translation

The consolidated financial statements are presented in pounds sterling which is the functional and presentational currency representing the primary economic environment of the Group.

Foreign currency transactions are translated into the respective functional currencies of the Company and its subsidiaries using the exchange rates prevailing at the date of the transaction or at an average rate where it is not practicable to translate individual transactions. Foreign exchange gains and losses are recognised in the income statement.

Monetary assets and liabilities denominated in a foreign currency are translated at the rates ruling at the Statement of Financial Position date.

The assets and liabilities of the Group's foreign operations are translated at exchange rates ruling at the Statement of Financial Position date. Income and expense items are translated at the average rates for the period. Exchange differences are classified as equity and transferred to the Group's exchange reserve. Such differences are recognised in the income statement in the periods in which the operation is disposed of.

2.6       Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short-term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

2.7       Investment in subsidiaries

 

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The investments in subsidiaries held by the Company are valued at cost less any provision for impairment that is considered to have occurred, the resultant loss being recognised in the income statement.

 

2.8       Financial instruments

 

Financial assets

The Group's financial assets comprise equity investments held as financial assets at fair value through profit or loss as required by IFRS 9, and financial assets at amortised cost, being cash and cash equivalents and receivables balances. Financial assets are assigned to the respective categories on initial recognition, based on the Group's business model for managing financial assets, which determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are initially measured at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment under the expected credit loss model.

The Group's receivables fall into this category of financial instruments. Discounting is omitted where the effect of discounting is immaterial.

Equity investments are held as financial assets at fair value through profit or loss. These assets are initially recognised at fair value and subsequently carried in the financial statements at fair value, with net changes recognised in profit or loss.

 

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when: 

•       The rights to receive cash flows from the asset have expired; or

 

•       The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

Impairment of financial assets

The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. 

 

The amount of the expected credit loss is measured as the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received (i.e. all cash shortfalls), discounted at the original effective interest rate (EIR).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

Financial liabilities

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables and are held at amortised cost. After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. 

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.  When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

 

2.9       Exploration and Development costs

 

All costs associated with mineral exploration and investments are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised. The recoverability of all exploration and development costs is dependent upon continued good title to relevant assets being held, the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

 

2.10    Property, Plant and Equipment

 

Tangible fixed assets are measured at historical cost, less accumulated depreciation and any provision for impairment losses. Historical cost includes expenditure that is directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged on each part of an item of tangible fixed assets so as to write off the cost of assets less the residual value over their estimated useful lives, using the straight-line method. Depreciation is charged to the income statement. The estimated useful lives are as follows:

 

Office equipment	3 years
Furniture and fittings	5 years
Machinery and equipment	5 years
Motor Vehicles	5 years
Land	Not depreciated

 

Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.

Expenses incurred in respect of the maintenance and repair of property, plant and equipment are charged against income when incurred. Refurbishments and improvements expenditure, where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.

An item of property, plant and equipment ceases to be recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on cessation of recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset ceases to be recognised.

 

2.11    Impairment testing of intangible and tangible assets

 

At each balance sheet date, the Company assesses whether there is any indication that the carrying value of any asset may be impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

 

2.12    Leases

 

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset. Lease payments are allocated between principal and finance cost. All other short term leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight-line basis over the lease term.

 

2.13    Equity

 

Equity comprises the following:

·    "Share capital" represents the nominal value of equity shares, both ordinary and deferred.

·    "Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issues.

·    "Other reserves" represent the fair values of share options and warrants issued.

o  "Retained reserves" include all current and prior year results, including fair value adjustments on financial assets, as disclosed in the consolidated statement of comprehensive income.

"Exchange reserve" includes the amounts described in more detail in the following note on foreign currency below.

2.14    Share-based payments

 

During the period, the Company issued share options to directors and employees and shares were issued to certain PR consultants as part of their fees.  The issue of share options constituted a modification to share options that had previously been issued by the Company as explained further in Note 2.21 below.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee.

The fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.  Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to "other reserves".

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior years if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital and, where appropriate, share premium.

A gain or loss is recognised in profit or loss when a financial liability is settled through the issuance of the Company's own equity instruments. The amount of the gain or loss is calculated as the difference between the carrying value of the financial liability extinguished and the fair value of the equity instrument issued.

 

 

2.15    Taxation

 

The tax expense for the period comprises current tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group 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. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax represents the tax expected to be payable or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The Company has tax losses which can be used to offset future profits. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. No deferred tax asset has been recognised in the current period.

2.16    Provisions

 

A provision is recognised in the Statement of Financial Position when the Group or Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

 

2.17    Critical accounting judgements and key sources of estimation uncertainty

 

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.  The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are those relating to the valuation of share based payments.

Capitalisation and recoverability of exploration costs (Note 10):

 

Capitalised exploration and evaluation costs consist of direct costs, licence payments and fixed salary/consultant costs, capitalised in accordance with IFRS 6 "Exploration for and Evaluation of Mineral Resources".  The group and company recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral assets.   Exploration and evaluation assets are initially measured at cost.  Exploration and evaluation costs are assessed for indications of impairment at each reporting date. Where the carrying amount of an asset exceeds its recoverable amount an impairment is recognised.  Any impairment is recognised directly in profit or loss.

Recoverability of investment in subsidiaries including intra group receivables (Note 9 and 11)

The recoverability of investments in subsidiaries, including intra group receivables, is directly linked to the recoverability of the exploration assets in those entities, which is subject to the same estimates and judgements as explained above.

 

3.            OPERATING LOSS

		Year ended 30 September 2023	Year ended 30  September 2022
	The operating loss is stated after charging:	£	£
	Depreciation of property, plant and equipment	131,541	104,165
	Operating lease expenses	46,004	44,843
	Auditors' remuneration - fees payable to the Company's auditor for the audit of the parent company and consolidated financial statements	40,000	32,000
	Auditors' remuneration - fees payable to the Company's auditor for non-audit of the parent company and consolidated financial statements	3,978	3,456

 

4.            EARNINGS PER SHARE

 

	Basic and Diluted	Year ended 30 September 2023	Year ended 30 September 2022
	Weighted number of shares in issue during the year	1,150,924,615	1,039,370,796
		£	£
	Loss from continuing operations attributable to owners of the parent	(1,772,670)	(2,614,873)

 

 

Basic earnings per share has been calculated by dividing the loss attributable to equity holders of the company after taxation by the weighted average number of shares in issue during the year. There is no difference between the basic and diluted earnings per share as the effect on the exercise of options and warrants would be to decrease the earnings per share.

Details of share options and warrants that could potentially dilute earnings per share in future periods is set out in Note 13.

 

5.            INCOME TAX

The relationship between the expected tax expense based on the corporation tax rate of 25% for the year ended 30 September 2023 (2022: 19%) and the tax expense actually recognised in the income statement can be reconciled as follows:

	Year ended 30 September	Year ended 30 September
	2023	2022
	£	£
Group loss for the year	(1,772,670)	(2,614,873)
Loss on activities at effective rate of corporation tax of 25% (2022: 19%)	(443,167)	(496,826)
Expenses not deductible for tax purposes	14,424	11,540
Loss on disposal of subsidiary not deductible for tax purposes	-	-
Income not taxable	11,253	4,363
Depreciation in excess of capital allowances	131,541	104,165
Loss carried forward on which no deferred tax asset is recognised	285,948	376,758

 

The Company has unused tax losses of approximately £8,386,000 (2022 £8,100,000) to carry forward and set against future profits; and the Company has capital losses of £197,000 to carry forward and set against future capital gains of the Company. The related deferred tax asset has not been recognised in respect of these losses as there is no certainty in regard to the level and timing of future profits.

 

6.            STAFF NUMBERS AND COSTS

 

Group and Company	Year ended 30 September 2023	Year ended 30 September 2022
	Number	Number
Directors	5	4
Administration	3	3
Total	8	7
The aggregate payroll costs of these persons were as follows:
	£	£
Staff wages and salaries	109,281	140,167
Directors' cash based emoluments	203,294	198,739
Social security costs	10,209	24,544
Pension contributions	4,877	1,456
	327,661	364,906

 

The remuneration of the directors, who are the key management personnel of the Group, in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures' was as follows:

 

	£	£
Directors' cash based emoluments	203,294	198,739
Pension contributions	-	1,456
	203,294	200,195

 

Directors' remuneration

As required by AIM Rule 19, details of remuneration earned in respect of the financial year ended 30 September 2023 by each Director are set out below:

 

	Salary		Consulting fees		Total
	Paid	Accrued	Paid	Accrued
Director	£	£	£	£	£
W Tang	40,000	8,000	1,150	-	49,150
N Tulloch	-	500	-	-	500
A Jones	25,000	5,000	51,644	-	81,644
T Davenport	30,000	6,000	-	-	36,000
A Scott	30,000	6,000	-	-	36,000
	125,000	25,000	52,794	-	203,294

 

Year ended 30 September 2022:

 

	Salary		Consulting fees		Total
	Paid	Accrued	Paid	Accrued
Director	£	£	£	£	£
C Brown	17,727	-	-	-	17,727
W Tang	48,000	-	28,300	400	76,700
A Jones	30,000	-	80,808	-	110,808
T Davenport	36,000	-	6,400	-	42,400
A Scott	27,000	-	7,000	-	34,000
	158,727	-	122,508	400	281,635

 

The highest paid Director received remuneration of £81,644 (2022: £110,808), excluding share-based payments.

 

7.            FINANCE INCOME

 

	Year ended 30 September 2023	Year ended 30 September 2022
Finance income	£	£
Interest on cash and cash equivalents	3,111	651
	3,111	651

 

 

 

8.            TANGIBLE FIXED ASSETS

 

Group	Furniture & fittings	Office Equipment	Machinery & equipment	Land & Building	Total
Cost	£	£	£	£	£
At 1 October 2022	3,681	41,239	553,723	766,220	1,364,863
Additions	759	4,651	162,537	-	167,947
Disposal	-	-	(273,707)	(461,130)	(734,837)
FX Rate Differences			(50,246)	(27,270)	(77,516)
At 30 September 2023	4,440	45,890	392,307	277,821	720,457
Depreciation
At 1 October 2022	3,158	25,071	148,443	-	176,672
Depreciation for the year	251	7,802	123,512	-	131,565
Disposal	-	-	(158,253)	-	(136,304)
FX Rate Differences	-	-	(19,124)	-	(19,124)
At 30 September 2023	3,409	32,873	116,526	-	152,808
Net book value
At 1 October 2022	523	16,168	405,281	766,220	1,188,192
At 30 September 2023	1,031	13,017	275,781	277,821	567,649
Company	Furniture & fittings	Office Equipment	Machinery & equipment	Land and Building	Total
Cost	£	£	£	£	£
At 1 October 2022	1,589	29,778	6,824	-	38,191
Additions	759	4,651	-	-	5,410
At 30 September 2023	2,348	34,429	6,824	-	43,601
Depreciation
At 1 October 2022	1,066	22,453	6,824	-	30,343
Depreciation for the year	251	5,710	-	-	5,961
At 30 September 2023	1,317	28,163	6,824	-	36,304
Net book value
At 1 October 2022	523	7,325	-	-	7,848
At 30 September 2023	1,031	6,266	-	-	7,297

 

The Group and the Company's property, plant and equipment are free from any mortgage or charge. The comparable table for 2022 is detailed below.

Group	Furniture & fittings	Office Equipment	Machinery & equipment	Land and Building	Total
Cost	£	£	£	£	£
At 1 October 2021	2,982	37,240	513,136	822,705	1,376,063
Additions	699	3,999	85,623		90,321
Disposal	-	-	(45,036)	(56,485)	(101,521)
At 30 September 2022	3,681	41,239	553,723	766,220	1,364,863
Depreciation At 1 October 2021	2,982	17,415	52,110	-	72,507
Depreciation for the year	176	7,656	96,333	-	104,165
At 30 September 2022	3,158	25,071	148,443	-	176,672
Net book value
At 1 October 2021	-	19,825	461,027	822,705	1,303,557
At 30 September 2022	523	16,168	405,281	766,220	1,188,192

 

 

Company	Furniture & fittings	Office Equipment	Machinery & equipment	Land and Building	Total
Cost	£	£	£	£	£
At 1 October 2021	890	27,936	51,860	-	80,686
Additions	699	1,842	-	-	2,541
Disposal	-	-	(45,036)	-	(45,036)
At 30 September 2022	1,589	29,778	6,824	-	38,191
Depreciation
At 1 October 2021	890	17,040	4,424	-	22,354
Depreciation for the year	176	5,413	2,400	-	7,989
At 30 September 2022	1,066	22,453	6,824	-	30,343
Net book value At 1 October 2021	-	10,896	47,436	-	58,493
At 30 September 2022	523	7,325	-	-	7,848

 

 

9.            INVESTMENTS

 

	Investment in subsidiaries
	£
Cost as at 1 October 2022	22,543
Impairment	(22,542)
Balance at 30 September 2023	1

 

The comparable table for 2022 is detailed below:

 

	Investment in subsidiaries
	£
Cost as at 1 October 2021	272
Additions	22,543
Disposal	(272)
Balance at 30 September 2022	22,543

 

Investment in subsidiaries

At 30 September 2023, the Company had interests in the following subsidiary undertakings:

 

Subsidiaries:	Principal country of incorporation	Principal activity	Description and effective country of operation	Proportion of shares held
Mercator Gold Australia Pty Ltd	Australia	Mineral Exploration	Australia	100%
Warm Springs Renewable Energy Corporation	USA	Dormant	USA	90%
Copper Flat Corporation	USA	Dormant	USA	100%
Lux Exploration Pty Ltd	Australia	Mineral Exploration	Australia	100%
Corderilla Tiger International Resources Inc.*	Philippines	Mineral Exploration	Philippines	90%

 

*As explained in Note 10, Corderilla Tiger International Resources Inc. has been deconsolidated from the Group accounts with effect from 19 June 2023.                                        Registered office addresses of the subsidiaries are as follows:
Mercator Gold Australia Pty Ltd	58 Gipps Street, Collingwood Victoria, 3066, Australia
Warm Springs Renewable Energy Corporation	315 Paseo de Peralta, Santa Fe, NM 87501, USA
Copper Flat Corporation (formerly New Mexico Copper Corporation)	315 Paseo de Peralta, Santa Fe, NM 87501, USA
Lux Exploration Pty Ltd	58 Gipps Street, Collingwood Victoria, 3066, Australia
Cordillera Tiger International Resources Inc.	RM 2 4/F D Restaurant Bldg. Dangwa Terminal Baguio

 

 

Financial assets at fair value through profit or loss
	2023 £	2022 £
Quoted investments
At 1 October	45,084	31,461
Additions	-	10,000
Fair value movements	(34,694)	3,623
At 30 September	10,390	45,084

 

The financial asset at 30 September 2023 and 2022 comprises shares in Tiger International Resources, Inc. and Unicorn Mineral Resources which are held at fair value through profit or loss in accordance with IFRS 9 Financial Instruments.

 

10.          INTANGIBLE ASSETS - exploration and development costs

	Group		Company
	2023	2022	2023	2022
	£	£	£	£
At 1 October	3,760,919	3,321,481	147,985	1,410,144
Additions	979,251	1,993,719	199,999	292,123
Impairment	-	(1,554,281)	-	(1,554,281)
FX Rate Difference	(319,573)	-	-	-
At 30 September	4,420,597	3,760,919	347,984	147,985

 

A summary of exploration and development costs of the Group is presented below:

	2023 £	2022 £
Central Victorian Gold Projects, Australia	4,032,544	3,760,919
Queensland Gold Projects, Australia	388,053	-
At 30 September	4,420,597	3,760,919

 

Danglay Gold Project, Philippines

As at 30 September 2023, the Group reassessed its involvement in the Philippines in accordance with IFRS 10's definition and guidance on control. As a result of the officers and directors of Cordillera Tiger not acting in accordance with the Group's instructions during the period, the Group has concluded it has no significant influence and no outright control in making its judgement in respect of its Philippines assets. Management have considered the Group's voting rights, the relative size and dispersion of the voting rights held by other shareholders and the recent inactivity by those shareholders. Recent experience demonstrates that a sufficient number of the smaller shareholders, who are also directors of the Philippines company, have operated in such a way that has prevented the Group from having the practical ability to direct and gain access to financial and other information that is pertinent to running that company. 

With effect from 19 June 2024 the Board has considered that the Group ceased to be able to exercise control over CTGRI and therefore it has derecognised the assets and liabilities of the subsidiary at their carrying amounts. Subsequent to that date, the Group has accounted for all amounts previously recognised in other comprehensive income in relation to CTGRI as if the Group had directly disposed of the related assets or liabilities. The consequences of losing control of CTGRI is insignificant as Group is mainly focussed on its main operations in Australia. Furthermore, the Group believes it has no further or ongoing liabilities in respect of CTGRI as it has no contractual arrangements that require the Group to provide financial support or assist CTGRI with other sources of funding.  Consequently, there is no potential exposure to any further loss.

 

11.          TRADE AND OTHER RECEIVABLES

 

	Group		Company
	2023 £	2022 £	2023 £	2022 £
Non-current assets Amount owed by a subsidiary	-	-	4,005,390	5,792,859
Current assets
Amount owed by a subsidiary	-	-	1,085,560	938,073
Other receivables	43,145	99,365	18,713	50,933
Prepayments and accrued income	42,238	48,678	38,072	48,563
	85,383	148,043	1,142,345	1,037,568

 

12.          CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents	Group		Company
	2023 £	2022                 £	2023 £	2022                 £
Cash and cash equivalents consisted of the following:
Deposits at banks	82,462	842,889	6,587	233,106
	82,462	842,889	6,587	233,106

 

13.          SHARE CAPITAL AND SHARE PREMIUM ACCOUNTS

 

The share capital of the Company consists of three classes of shares: ordinary shares of 0.001p each which have equal rights to receive dividends or capital repayments and each of which represents one vote at shareholder meetings; and two classes of deferred shares, one of 9.9p each and the other of 0.099p each, which have limited rights as laid out in the Company's articles.

In particular deferred shares carry no right to dividends or to attend or vote at shareholder meetings and deferred share capital is only repayable after the nominal value of the ordinary share capital has been repaid.

 

a)         Changes in issued share capital and share premium

			Deferred	Deferred 'B'	Deferred
	Number of shares	Ordinary shares	9.9p shares	0.099p shares	0.199p shares	Total shares	Share premium	Total
		£	£	£	£	£	£	£
At 1 October 2022	1,064,464,551	10,644	7,194,816	3,828,359	257,161	11,290,980	53,057,125	64,348,105
Issue of shares	135,185,790	1,352	-	-	-	1,352	1,132,355	1,133,707
less costs	-	-	-	-	-	-	(42,000)	(42,000)
Shares issued in payment of creditors	8,325,674	83	-	-	-	83	47,917	48,000
Balance at 30 September 2023	1,207,976,015	12,079	7,194,816	3,828,359	257,161	11,292,415	54,195,397	65,487,812

 

All the shares issued are fully paid up and none of the Company's shares are held by any of its subsidiaries.

b)        Potential issue of ordinary shares

Share options

The number and weighted average exercise prices of share options valid at the year-end are as follows:

 

	Weighted average exercise price	Number of options	Weighted average exercise price	Number of options
	2023	2023	2022	2022
	£		£
Exercisable at the beginning of the year	0.023	60,276,984	0.0113	17,035,127
Granted during the year	0.020	57,000,000	0.027	45,000,000
Exercised during the year	-	-	-	-
Expired during the year	0.01125	(1,200,000)	0.0175	(1,758,143)
Exercisable at the end of the year	0.022	116,076,984	0.023	60,276,984

 

The options outstanding at 30 September 2023 have a weighted average remaining contractual life of 3 year and 2 months (2022: four year and three months). Subsequent to the year end, the Company cancelled 54,000,000 share options.

 

The options outstanding at the end of the year have the following expiry date and exercise prices:

Date granted	Expiry Date			Exercise Price		No. of Options
27 February 2017	28 October 2024			£0.01725		4,076,984
30 July 2018	28 October 2024			£0.01125		10,000,000
23 January 2022	22 January 2027			£0.022		35,000,000
23 January 2022	22 January 2027			£0.044		10,000,000
16 April 2023	15 April 2028			£0.011		19,000,000
16 April 2023	15 April 2028			£0.022		19,000,000
16 April 2023	15 April 2028			£0.033		19,000,000
Share-based payments
There were no options exercised during the year.
Share warrants		Weighted average exercise price 2023	Number of warrants exercised price 2023		Weighted average exercise price 2022		Number of warrants exercised price 2022
Exercisable at the beginning of the year		0.0375	49,999,999		0.02878		159,940,371
Exercised during the year		-	-		0.01		(47,906,000)
Expired during the year		(0.0375)	(49,999,999)		0.0205		(62,034,372)
Granted during the year		0.015	99,999,986		-		-
Exercisable at the end of the year		0.015	99,999,986		0.0375		49,999,999

 

There were no warrants outstanding at the end of the year.

 

14.          TRADE AND OTHER PAYABLES

 

	Group		Company
	2023 £	2022 £	2023   £	2022 £
Trade payables	62,902	149,938	35,183	109,098
Social security and employee taxes	16,637	16,489	2,432	2,226
Other creditors and accruals	74,562	40,257	63,427	24,601
	156,101	206,684	101,042	135,925

 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs.  The Directors consider that the carrying amount of trade and other payables approximates to their fair value.  See also Note 18.

 

15.          CAPITAL MANAGEMENT

 

The Group's objective when managing capital is to safeguard the entity's ability to continue as a going concern and develop its mineral exploration and development and other activities to provide returns for shareholders and benefits for other stakeholders.

The Group's capital structure comprises all the components of equity (all share capital, share premium, retained earnings when earned and other reserves). When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of the underlying assets in assessing the optimal capital structure.

 

16.          RELATED PARTY TRANSACTIONS

 

	Group		Company
	2023 £	2022 £	2023   £	2022 £
Amounts owed to Directors	25,000	400	25,000	479

 

Details of Directors' emoluments are disclosed in Note 6. The amounts owed to Directors relate to accrued emoluments, consulting fees and expenses due.

During the year the Company provided additional advances of £188,149 under a loan to Mercator Gold Australia Pty Ltd and charged expenses and management fees of £147,487. The balance owed to the Company is shown in Note 11.

 

The Company and the Group have no ultimate controlling party.

 

17.          COMMITMENTS AND CONTINGENCIES

 

Capital expenditure commitment

As at 30 September 2023, the Group has a commitment expenditure of A$650,000 for the first three years across the three licence areas in the Lolworth Range, Queensland and a commitment expenditure of A$314,000 for its three tenements in Victoria.

Contingencies

The Group entered into no agreements during the year ended 30 September 2023 which would result in disclosure of contingent assets or liabilities.

Leases

The Company has no operating leases.

 

18.          FINANCIAL INSTRUMENTS

 

 

Group	2023 £	2022 £
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments)	43,145	99,072
Cash and cash equivalents	82,462	842,889
	125,607	941,961
Financial assets (fair value through profit or loss)
Equity investments	10,390	45,084
	10,390	45,084
Financial liabilities (amortised cost)
Trade and other payables	154,101	206,684
	154,101	206,684
	2023	2022
Company	£	£
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments)	1,027,781	989,006
Cash and cash equivalents	6,589	233,106
Long-term borrowings, intra-group	4,005,390	5,792,859
	5,039,760	7,014,971
Financial assets (fair value through profit or loss)
Equity investments	10,390	45,084
	10,390	45,084
Financial liabilities (amortised cost)
Trade and other payables	101,042	135,925
	101,042	135,925

 

Risk m

Management objectives and policies

The Group's principal financial assets comprise cash and cash equivalents, trade and other receivables, investments and prepayments. The Group's liabilities comprise trade payables, other payables including taxes and social security, and accrued expenses.

The Board determines as required the degree to which it is appropriate to use financial instruments, commodity contracts or other hedging contracts to mitigate financial risks.

Credit risk

The Group's cash and cash equivalents are held with major financial institutions.  The Group monitors credit risk by reviewing the credit quality of the financial institutions that hold the cash and cash equivalents and restricted cash. The fair value of cash and cash equivalents at 30 September 2023 and 30 September 2022 did not differ materially from their carrying value.

Management believes that the Group's exposure to credit risk is manageable.

The Company manages its current VAT receivables by submitting VAT returns on a quarterly basis.  This allows the Company to receive the VAT in a timely matter while any amounts that may come under scrutiny.  Management has no formal credit policy in place for customers and the exposure to credit risk is approved and monitored on an ongoing basis individually for all significant customers.  The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.  The Group does not require collateral in respect of financial assets.

Market risk

The Group's financial instruments potentially affected by market risk include bank deposits, and trade payables. An analysis is required by IFRS 7, intended to illustrate the sensitivity of the Group's financial instruments (as at period end) to changes in market variables, being exchange rates and interest rates. The Group's exposure to market risk is not considered to be material.

Interest rate risk

The Group has no material exposure to interest rate risk. Since the interest accruing on bank deposits was relatively immaterial there is no material sensitivity to changes in interest rates.

Foreign currency risk

The Group is exposed to foreign currency risk in so far as some dealings with overseas subsidiary undertakings are in foreign currencies. Bank accounts are held in Great British Pounds ("GBP), Australian Dollars ("AUD") and United States of American Dollars ("USD").  The Company has payables that originate in GBP, AUD, USD and Philippines Peso ("PHP").  As such the Company is affected by changes in the GBP exchange rate compared to the following currencies; AUD, and PHP.

 

As at 30 September 2023	GBP	AUD	PHP
Cash and cash equivalents	6,589	143,933	129,771
Accounts receivable	1,065,853	65,348	1,000
Accounts payable	(101,043)	(135,171)	(315,800)
Net foreign exchange exposure	971,400	344,451	446,571
Translation to GBP	1	0.5271	0.0144
GBP equivalent	971,400	181,560	6,431
As at 30 September 2022	GBP	AUD	PHP
Cash and cash equivalents	233,106	1,033,117	44,789
Accounts receivable	1,037,568	77,251	-
Accounts payable	(135,923)	(114,461)	(220,200)
Net foreign exchange exposure	1,134,751	995,907	175,411
Translation to GBP	1	0.5783	0.0153
GBP equivalent	1,134,751	575,933	2,684

 

Fair value of financial instruments

The fair values of the Company's financial instruments at 30 September 2023 and 30 September 2022 did not differ materially from their carrying values.

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

 

•          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

•          Level 2: valuation techniques based on observable inputs either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•          Level 3: valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, by the level in the fair value hierarchy into which the measurement is categorised.

 

Group and Company

30 September 2023	Level 1 £	Level 2 £	Level 3 £	Total £
Financial assets at fair value through profit or loss	10,390	-	-	10,390
	10,390	-	-	10,390
Group and Company
30 September 2022	Level 1 £	Level 2 £	Level 3 £	Total £
Financial assets at fair value through profit or loss	45,084	-	-	45,084
	45,084	-	-	45,084

 

Liquidity risk

The Group finances its operations primarily through the issue of equity share capital and debt in order to ensure sufficient cash resources are maintained to meet short-term liabilities and future project development requirements. Management monitors availability of funds in relation to forecast expenditures in order to ensure timely fundraising. Funds are raised in discrete tranches to finance activities for limited periods.

Funds surplus to immediate requirements may be placed in liquid, low risk investments.

The Group's ability to raise finance is subject to market perceptions of the success of its projects undertaken during the year and subsequently. Due to the uncertain state of financial markets, there can be no certainty that future funding will continue to be available. The table below sets out the maturity profile of financial liabilities as at 30 September 2023.

 

	2023 £	2022 £
Due in less than 1 month	156,074	206,684
Due between 1 and 3 months	-	-
Due between 3 months and 1 year	-	-
Due after 1 year	-	-
	156,074	206,684

 

19.          SEGMENTAL REPORTING

 

The Group is engaged in mineral exploration and development and is considered to have one business segment. The Chief Operating Decision Maker is considered to be the Board of Directors, who segment exploration activities by geographical region in order to evaluate performance individually. The segmental breakdown of exploration assets is shown in Note 10. As disclosed in the Note 10, the exploration activities in the Philippines have been impaired in full and all remaining mineral exploration assets are in Australia.

Management information in respect of profit or loss expenditures is not segmented but is considered at Group level.

 

20.          CASH USED IN OPERATIONS

	Group		Company
	Year ended 30 September 2023	Year ended 30 September 2022	Year ended 30 September 2023	Year ended 30 September 2022
Note	£	£	£	£
Operating activities
Loss for the year before tax	(1,772,670)	(2,614,873)	(3,104,695)	(2,251,490)
Adjustments:
Depreciation expense property, plant and equipment	131,541	104,165	5,961	7,989
Share based payments	156,380	-	156,380	-
Loss/(gain) on disposal of fixed assets	219,923	-	-	-
Loss/(gain) on financial assets at fair value	34,694	(3,623)	34,694	(3,623)
Impairment of intangible assets	-	1,576,822	22,542	1,576,822
Impairment of subsidiary	-	-	1,998,399	-
Disposal of inventory	-	5,081	-
Interest income	(3,112)	(651)	(1,106)	(265)
Profit and loss on disposal	-	12,887	-	2,086
Decrease/(Increase) in accounts receivable	62,660	(1,896)	(28,285)	(159,471)
(Decrease)/Increase in accounts payable	(12,968)	3,954	46,829	94,726
Net cash used in operations	(1,183,552)	(918,135)	(869,281)	(733,226)

 

 

21.          EVENTS AFTER THE REPORTING DATE

 

Subsequent to the year end, on 10 October 2023, the Company issued 338,249,985 new ordinary shares pursuant to a subscription which raised £580,000.  This included shares issued to advisers in lieu of expenses.

On 20 October 2023, the Company determined not to proceed with the proposed Hurricane acquisition and shortly ahead of that applied for EPM28910 at Kondaparinga. This area is situated close to the original geological features that first bought Hurricane to the attention of our board and field team. Significantly, it is also twice the size of Hurricane.  The Company's investment in the project was accordingly impaired at 30 September 2023.

Also on 20 October 2023, the Company cancelled share options over 54,000,000 ordinary shares.

On 1 December 2023, the Company issued 22,857,142 new ordinary shares to certain Directors who opted to take shares in lieu of salaries.

On 12 December 2023, the Company confirmed that access to the relevant sites has been granted and accordingly reverse circulation ("RC") drilling programme has commenced at the Creswick gold project in central Victoria, Australia with Drilling is underway at Kuboid Hill and Davey Road prospects.

On 14 December 2023, the Company issued 25,714,284 new ordinary shares to its Managing Director members of its board and Chief Operating Officer as part of their remuneration and a further 2,585,092 new ordinary shares in lieu of £6,000 of fees owed to an adviser.

On 18 December 2023, the Company announced that it had agreed to effect the sale of two under-utilised non-core assets, a drilling rig and an excavator, for a total consideration is A$420,000.

On 15 January 2024, the Company confirmed receipt of the first payment of A$53,000 (excluding GST) relating to the hire purchase sale agreement with a mining operations company for its Coretech Drilling Rig.

On 23 January 2024, the Company announced Technical Director Adam Jones stepped down from the board of directors with immediate effect but will continue in his role with ECR as chief geologist and technical director of exploration.

On 15 February 2024, the Company announced that David Tang has stepped down as Chairman of the Company and Nick Tulloch has been appointed Chairman in his place, in addition to his role as Executive Director of the Company. David Tang has remained on the board as a non-executive director.

On 14 March 2024, the Company issued 19,396,550 new ordinary shares to members of its board and management team as part of their remuneration and a further 2,307,692 new ordinary shares in lieu of £6,000 of fees owed to an adviser.

Also on 14 March 2024, the Company announced that it has successfully raised, subject only to admission (which is expected to be on 8 April 2024), £585,000 before expenses through the placing of 195,000,000 new ordinary shares at a price of 0.30 pence per new ordinary share.