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