Tectonic Gold
PLC
Company Registration No.
05173250
Annual Report and Financial Statements for the
year ended 30 June
2024
CONTENTS
Page
3 Company
information
4 Chairman’s
Report
5
Chief
Executive Officer’s Report
6 Strategic
Report
8 Directors’
Report
12 Corporate
Governance Statement
17 Report
of the independent auditor
23 Consolidated
Statement of Profit or Loss and Other Comprehensive
Income
24 Statements
of Financial Position
25 Consolidated
Statement of Changes in Equity
26 Company
Statement of Changes in Equity
27 Consolidated
Statement of Cash Flows
28 Company
Statement of Cash Flows
29 Notes
forming part of the financial statements
COMPANY
INFORMATION
DIRECTORS:
|
Bruce
Fulton (Non-Executive
Chairman)
Brett
Boynton (Chief
Executive Director)
Sam
Quinn (Executive
Director)
Jonathan
Robbeson (Executive
Director – Appointed 15 August 2023)
|
SECRETARY:
|
Sam
Quinn
|
REGISTERED
OFFICE:
|
167-169
Great Portland Street
Fifth
Floor, London, W1W 5PF
|
COMPANY
REGISTRATION NUMBER:
|
05173250
|
REGISTRAR
AND TRANSFER OFFICE:
|
Link
Market Services Limited
6th
Floor, 65 Gresham Street
London
EC2V
7NQ
|
SOLICITORS:
|
Mildwaters
Consulting LLP
Walton
House, 25 Bilton Road, Rugby
Warwickshire
CV22
7AG
|
INDEPENDENT
AUDITOR:
|
Moore
Kingston Smith LLP
6th
Floor
9 Appold
Street
London
EC2A
2AP
|
AQUIS
CORPORATE ADVISER AND BROKER
|
VSA
Capital Limited
Park
House
London
EC2M
7EB
|
BANKERS:
|
Barclays
Bank plc
1
Churchill Place
London
E14
5HP
|
CHAIRMAN’S
REPORT
Dear Shareholders,
During year ended 30 June 2024
Tectonic converted many years of exploration research and
development into commercial success with an agreement with ASX
listed White Energy Ltd (‘White Energy”)
to
divest Specimen Hill in a staged farm out. This transaction was
announced on 8 February 2024. It
allows Tectonic to retain a significant economic interest in the
Specimen Hill asset and its future upside through a royalty
agreement whilst White Energy takes on all future project
development costs. In addition, there is a $2 million cash return to Tectonic subject to
White Energy proceeding beyond certain milestones.
Following the White Energy transaction the Company negotiated a
sale of its investment partner interests in both the Whale Head
Minerals Pty Ltd mineral sands business and the Deep Blue Minerals
Pty Ltd alluvial diamond business to AIM listed Kazera Global Plc
(‘Kazera”), which was announced on 7 August
2024. This generated a small cash return to the company and
an equity interest in Kazera, again providing the company with
exposure to any future upside on the projects without any cost to
our shareholders.
These two transactions leave Tectonic with the Mt Cassidy intrusive
related gold system prospect in Queensland Australia. The Queensland State
Government has suspended tenement holding fees on this license area
enabling us to keep this asset with minimal administrative cost
until the cash component of the White Energy transaction is
received which can fund drill testing work to progress the
project.
The team spent some time pursuing opportunities in Ghana, but despite finding very technically
attractive gold projects it was decided that the commercial and
operating environment in Ghana is
not currently attractive for junior resources companies. Efforts
there are on hold until we see a more favourable risk reward
environment.
In the interim, the team has been actively pursuing opportunities
in privately held assets. In particular there has been evaluation
of development stage small Australian gold producers and we have
looked at a selection of critical minerals projects where the
technical characteristics play to the team’s geological
expertise.
Our appreciation once more to all of our shareholders and
stakeholders who have supported us over the last year.
Yours sincerely
Bruce Fulton
Chairman
26 November
2024
CHIEF
EXECUTIVE OFFICER’S REPORT
2024 delivered a major milestone as we converted years of highly
experimental research and development effort in intrusive system
exploration in Australia into a
transaction with Specimen Hill. White Energy has come in as the
project development partner with the financial backing to tackle
the huge copper-gold system Tectonic discovered. White Energy have
assumed operational control of the project and we expect to move
quickly to a minority position in the investment partner as they
accelerate their project spend over the Australian summer. Subject
to continued positive results we expect to receive a cash payment
of $2 million which we plan to direct
towards working up the Mt Cassidy asset. In addition, Tectonic will
retain long term exposure to the large system discovery we made at
Specimen Hill via a perpetual royalty on any future
production.
We decided to exit our direct interest in the South African assets
which we sold to investment partner Kazera. Details were shared in
the announcement on 7 August
2024.
The environment in Ghana has not
been favourable for junior gold companies and despite some
excellent technical work, we do not have appetite to take on the
risk presenting in country. Our efforts have been put on hold until
we see realistic opportunity for smaller foreign owned groups to
re-enter the Ashanti gold belt.
The difficulty for any new junior resources companies to come to
market in either Australia or on
the London exchanges has created a
host of opportunities for Tectonic. We are reviewing some very
attractive small development and expansion stage gold assets in
Australia. We have also cast the
net wider to look at critical minerals in geologies where our
technical expertise is relevant. This has been prompted by the
availability of non-dilutive capital for anything in the critical
mineral supply chain with the US Federal Government and both the
Australian Federal and State Governments offering financial support
targeted to these elements.
2024 has been a much quieter year on the operational side with the
focus on corporate work. The White Energy transaction is validation
of years of effort in developing and testing exploration
technology. We utilised new methods to make the discovery of a
major copper-gold intrusive system at Specimen Hill in Queensland. We were able to deliver this with
sufficient technical substance to bring a highly successful team
with major financial backers in as a development partner. Well done
to our technical team and the many many experts who have shared
their insight and energy over the years. Specimen Hill is a massive
system and even now still remains open with the promise of more
mineralisation along the strike extensions. We look forward to
seeing this developed.
Thank you to all the shareholders for your support. We have Mt
Cassidy beckoning and we are looking at some great opportunities
for the year ahead.
Brett Boynton
Chief Executive Officer
26 November 2024
STRATEGIC
REPORT
For
the year ended 30 June
2024
The
Directors present their strategic report for Tectonic Gold Plc
(“Tectonic Gold” and/or “the Company”) and its controlled entities
(“the Group”) for the year ended 30 June
2024 (“the reporting period”).
REVIEW
OF THE BUSINESS
The
company initiated a staged divestment of the Specimen Hill project
to a development partner, ASX listed White Energy Ltd, who have
taken operational control and are assuming all further
costs.
The
Company divested the diamond and heavy minerals investment in
South Africa with a sale to
investment partner, Kazera Global Plc, of the remaining
interest.
The Mt
Cassidy copper-gold intrusive system is now the primary project and
in parallel the Company is evaluating other Australian gold
opportunities and international critical mineral
opportunities.
For
further details see the Chief Executive Officer’s Report on page
5.
RESULTS
AND COMPARATIVE INFORMATION
The Group
reports a loss after tax for the reporting period of £152,253 from
continuing operations (2023: £524,316
loss).
DIVIDENDS
The
Directors do not recommend the payment of a dividend and no amount
has been paid or declared by way of a dividend to the date of this
report (2023: £nil).
KEY
PERFORMANCE INDICATORS
The key
performance indicators are set out below:
STATISTICS
|
30
June 2024
|
30
June 2023
|
Net asset
value
|
£3,007,415
|
£3,161,016
|
Net asset
value per share
|
0.0031p
|
0.0033p
|
Closing
share price at the end of the reporting period
|
0.33p
|
0.37p
|
Market
capitalisation
|
£3.159m
|
£3.542m
|
PRINCIPAL
RISKS AND UNCERTAINTIES
Currently
the principal risk lies in securing additional funding as and when
necessary to continue with the core research and exploration
business. The Company’s projects are in the exploration phase of
development, which is risky in itself, and do not generate revenue.
If the Company is unsuccessful in monetising its research
developments or its exploration projects by attracting development
partners or divesting assets it may need to raise additional
capital as other junior exploration companies do from time to time.
This risk is mitigated through the Company’s corporate development
efforts and active engagement with a number of gold mining
companies, project funders and other investors for the purpose of
attracting investment in one or more of the Company’s projects or
acquisition of one of the assets in line with the business
plan.
FINANCIAL
RISK MANAGEMENT OBJECTIVES AND POLICIES
Details
of the Company's financial risk management objectives and policies
are set out in Note 23 to these financial statements.
ENVIRONMENTAL
REGULATIONS
The Group
conducts a range of activities in the field which require accessing
remote sites with heavy vehicles and equipment and minimally
disturbing the land surface with sample taking to test geological
structures. This work is conducted under very strict regulatory
oversight and once completed the test sites are fully rehabilitated
to ensure there is no long-term impact from the Company's
activities on the environment. The Group is subject to
environmental regulations under the laws of the Commonwealth and
the State it operates in Australia. The Board of Directors monitors
compliance with environmental regulations and as at the date of
this report the Directors are not aware of any breach of such
regulations during the reporting period.
STRATEGIC
REPORT (continued)
For
the year ended 30 June
2024
SECTION
172 STATEMENT
PROMOTION
OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The
Director’s believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act
2006.
The
requirements of s172 are for the Directors to:
-
Consider
the likely consequences of any decision in the long
term;
-
Act
fairly between the members of the Company;
-
Maintain
a reputation for high standards of business conduct;
-
Consider
the interests of the Company’s employees;
-
Foster
the Company’s relationships with suppliers, customers and others;
and
-
Consider
the impact of the Company’s operations on the community and the
environment.
The
Company is quoted on the AQUIS Stock Exchange (formerly NEX) and
its members will be fully aware, through detailed announcements,
shareholder meetings and financial communications, of the Board’s
broad and specific intentions and the rationale for its
decisions.
When
selecting investments, issues such as the impact on the community
and the environment have actively been taken into consideration.
For example the economic uplift in Alexander Bay and surrounds from
investment into Whale Head, and the choice to use gravity
separation, a chemical free processing alternative, for the
project.
The Group
pays its creditors promptly and keeps its costs to a minimum to
protect shareholders funds. Currently, other than the directors,
the Group engages all staff as contractors and has no
employees.
The Group
acknowledges the Traditional Owners of the land on which it
operates and participates in supporting Native Title and Cultural
Heritage.
The Group
has interests in projects around the world and supports the basic
rights of all people. For example the ongoing annual reviews on
Native Title in the Group’s Queensland,
Australia, projects.
The Group
adheres to the strictest anti-corruption protocols and does not
trade in any non-compliant or conflict related
resources.
The Group
utilises its technology platform and expertise to identify and
delineate natural resource projects which it monetises by selling
or partnering to bring into production.
The Group
utilises its technology platform and expertise to identify and
delineate natural resource projects which it monetises by selling
or partnering to bring into production. The Group
adheres to the 10 principles set out in the QCA Code which it has
adopted. The outcome of adherence to the QCA Code is the
development of a best practice governance structure in the Group to
pursue each of the 10 principles.
The
principal risks identified are a failure to meet stakeholder
commitments as a result of the inappropriate behaviour by members
of the Group or the consultants and contractors which it engages.
The Group is aware of its impact in operating in remote locations
and the potential damage it can cause to the environment and
property if its operations are not conducted with the utmost care.
With these risks in mind, all contractors and consultants are
vetted for appropriate expertise and experience prior to engagement
and upon engagement are taken through thorough pre site induction
training to ensure all standards are met in execution of their
tasks.
This
report was approved by the Board of Directors on 26 November 2024 and signed on its behalf
by:
Brett Boynton
Chief
Executive Officer
DIRECTORS’
REPORT
For
the year ended 30 June
2024
The Directors present their report and the audited consolidated
financial statements of Tectonic Gold Plc (“Tectonic Gold” or the
“Company”) and its controlled entities (“Consolidated
Entity” or “Group”)
for the year ended 30 June
2024.
DIRECTORS
The Board comprised the following directors who served throughout
the year and up to the date of this report save where disclosed
otherwise:
Name
|
Position
|
Date
Appointed
|
Bruce Fulton
|
Non-Executive Chairman
|
Appointed 25 June 2018
|
Brett Boynton
|
Chief Executive Officer
|
Appointed 26 May 2015
|
Sam Quinn
|
Executive Director
|
Appointed 20 February 2017
|
Dennis Edmonds
|
Non-Executive Director
|
Appointed 28 April 2020 (Resigned 15 August 2023)
|
Jonathan Robbeson
|
Executive Director
|
Appointed 15 August 2023
|
PRINCIPAL
ACTIVITIES
The principal activity of the Company during the reporting period
was development of gold exploration technology and minerals
exploration.
DIRECTORS’
INTERESTS
The Directors’ interests in the share capital of the Company at
30 June 2024, held either directly or
through related parties, were as follows:
Name
of director
|
Number
of ordinary shares
|
%
of ordinary share capital and voting rights
|
Bruce Fulton
|
10,238,844
|
1.07
|
Brett Boynton
|
125,693,191
|
13.13
|
Sam Quinn
|
5,350,782
|
0.56
|
Jonathan Robbeson
|
3,604,935
|
0.38
|
|
144,887,752
|
15.14
|
Details
of the
options granted to or held by the Directors at 30 June 2024 are as follows:
|
Name
of director or former director
|
Balance
30
June 2023
|
Options
exercised
|
Options
lapsed
|
Balance
30
June 2024
|
Number
vested
|
Grant
date
|
Exercise
price
|
Date
of expiry
|
|
B
Fulton
|
|
|
|
|
|
|
|
|
|
Series
(ii)
|
14,550,000
|
-
|
-
|
14,550,000
|
14,550,000
|
08-Sep
20
|
£0.00275
|
08-Sep
24
|
|
Total
|
14,550,000
|
-
|
-
|
14,550,000
|
14,550,000
|
|
|
|
|
B
Boynton
|
|
|
|
|
|
|
|
|
|
Series
(ii)
|
6,913,637
|
-
|
-
|
6,913,637
|
6,913,637
|
08-Sep
20
|
£0.00275
|
08-Sep
24
|
|
Total
|
6,913,637
|
-
|
|
6,913,637
|
6,913,637
|
|
|
|
|
S
Quinn
|
|
|
|
|
|
|
|
|
|
Series
(ii)
|
14,550,000
|
-
|
-
|
14,550,000
|
14,550,000
|
08-Sep
20
|
£0.00275
|
08-Sep
24
|
|
Total
|
14,550,000
|
-
|
-
|
14,550,000
|
14,550,000
|
|
|
|
|
J
Robbeson
|
|
|
|
|
|
|
|
|
Series
(ii)
|
7,275,000
|
-
|
-
|
7,275,000
|
7,275,000
|
08-Sep
20
|
£0.00275
|
08-Sep
24
|
Total
|
7,275,000
|
-
|
-
|
7,275,000
|
7,275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTORS’
REPORT (continued)
For
the year ended 30 June
2024
The Company has made qualifying third-party indemnity provisions
for the benefit of the Directors in the form of Directors’ and
Officers’ Liability insurance during the year which remain in force
at the date of this report.
DONATIONS
The Company did not make any political or charitable donations
during the reporting period (30 June
2023: £nil).
EMPLOYEE
CONSULTATION
The Company places considerable value on the involvement of its
employees and has continued to keep them informed on matters
affecting them as employees and on various factors affecting the
performance of the Company. This is achieved through formal and
informal meetings. Equal opportunity is given to all employees
regardless of their sex, age, religion or ethnic origin.
POST
YEAR END EVENTS
A list of post year events has been included in Note 27.
GOING
CONCERN
The adoption of the going concern basis by the Directors is
following a review of the current position of the Company and Group
and of the cash flow forecasts for the period to 30 November 2025 prepared by the Directors. The
cash flow forecast shows that the opening cash and cash
equivalents, together with the funds expected from the Australian
Government R&D Tax Incentive, are sufficient to enable the
Company to meet its obligations as they fall due and continue to
operate for at least twelve months from the date of signing these
financial statements. In the event that these funds become
insufficient, the Company may sell or relinquish some of tenement
holdings in Australia in order to
reduce the holding costs and committed expenditures on these
tenements. Thus, given the Company’s ability to reduce costs if
required, the Directors continue to adopt the going concern basis
in preparing the financial statements.
In keeping with other exploration companies, the growth of the
Group is dependent on its ability to invest in current projects and
new opportunities. The ability to raise additional finance is
critical to the Group’s growth objective. The Directors are
confident in their ability to finance future projects and
opportunities by raising funds in the market.
It is beyond the scope of the Directors to predict any future
impact of natural or geopolitical or natural disasters on any of
these funding sources. However if Government funding is not
secured, the Company and Group will be required to raise equity or
debt financing. This creates a material uncertainty on the
ability
of the Company to meet its obligations and continue to operate as
envisaged. Further details regarding the going concern basis can be
found in Note 2 of these financial statements.
STATEMENT
OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the annual report and
the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law the directors have prepared
the Group and Company financial statements in accordance with UK
adopted International Accounting Standards and as regards the
Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006. Under company law, the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the
Group and Company for that period. In preparing these financial
statements, the directors are required to:
-
select
suitable accounting policies and then apply them
consistently;
-
state
whether applicable UK adopted International Accounting Standards
have been followed, subject to any material departures disclosed
and explained in the financial statements;
-
make
judgements and accounting estimates that are reasonable and
prudent; and
-
prepare
the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue
in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable
them to ensure that the financial statements comply with the
Companies Act 2006. The directors are also responsible for
safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities. The directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the
United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
DIRECTORS’
REPORT (continued)
For
the year ended 30 June
2024
DISCLOSURE
OF INFORMATION TO THE AUDITORS
In the case of each of the persons who are directors of the Company
at the date when this report is approved:
-
So far as each director is aware, there is no relevant audit
information of which the Company’s auditors are unaware;
and
-
Each of the directors has taken all steps that they ought to have
taken as a director to make themselves aware of any relevant audit
information and to establish that the auditors are aware of the
information.
AUDITOR
Moore Kingston Smith LLP have expressed their willingness to
continue in office as auditor and it is expected that a resolution
to reappoint them will be proposed at the next annual general
meeting.
The Board as a whole considers the appointment of external
auditors, including their independence, specifically including the
nature and scope of non-audit services provided.
CORPORATE
GOVERNANCE
The Company has set out its full Corporate Governance Statement on
page 12.
BOARD
OF DIRECTORS
The Company supports the concept of an effective Board leading and
controlling the Company. The Board of Directors is responsible for
approving Company policy and strategy. It meets regularly and has a
schedule of matters specifically reserved to it for
decision.
All Directors have access to advice from independent professionals
at the Company's expense. Training is available for new and
existing Directors, as necessary.
The Board consists of the Non-Executive Chairman, Bruce Fulton, Chief Executive Officer,
Brett Boynton, Executive Director,
Sam Quinn. Jonathan Robbeson was appointed as an Executive
Director on 15 August 2023 with
Dennis Edmonds retiring on the same
day.
Since Admission to the AQUIS Stock Exchange on 25 June 2018, the Board has established properly
constituted audit, remuneration and AQUIS Stock Exchange compliance
committees with formally delegated duties and responsibilities, a
summary of which is set out below.
AUDIT
COMMITTEE
The Audit Committee comprises Bruce
Fulton (Non-Executive Chairman), Sam
Quinn and the Chief Financial Officer, Kelly McRae. The Committee meets at least twice
a year and is responsible for ensuring the financial performance of
the Company is properly reported on and monitored. It liaises with
the auditor and reviews the reports from the auditor relating to
the financial statements.
REMUNERATION
COMMITTEE
The Remuneration Committee comprises Bruce
Fulton (Non-Executive Chairman) and Sam Quinn. The Committee meets at least twice a
year and is responsible for reviewing the performance of Executive
Directors and sets the scale and structure of their remuneration on
the basis of their service agreements, with due regard to the
interests of the shareholders and the performance of the
Company.
AQUIS
STOCK EXCHANGE COMPLIANCE COMMITTEE
The role of the AQUIS Stock Exchange compliance committee is to
ensure that the Company has in place sufficient procedures,
resources and controls to enable it to comply with the AQUIS Stock
Exchange Rules. The AQUIS Stock Exchange compliance committee make
recommendations to the Board and proactively liaise with the
Company’s AQUIS Stock Exchange Corporate Adviser on compliance with
the AQUIS Stock Exchange Rules. The AQUIS Stock Exchange compliance
committee also monitors the Company’s procedures to approve any
share dealings by directors or employees in accordance with the
Company’s share dealing code. The members of the AQUIS Stock
Exchange compliance committee are Brett
Boynton (Chairman of this Committee), Sam Quinn and Dennis
Edmonds, who served until his retirement.
SHARE
DEALING CODE
The Company has adopted a share dealing code for dealings in
securities of the Company by directors and certain employees which
is appropriate for a company whose shares are traded on the AQUIS
Stock Exchange. This will constitute the Company’s share dealing
policy for the purpose of compliance with UK legislation including
the Market Abuse Regulation and the relevant part of the AQUIS
Stock Exchange Rules. It should be noted that the insider dealing
legislation set out in the UK Criminal Justice Act 1993, as well as
provisions relating to market abuse, also apply to the Company and
dealings in Ordinary Shares.
DIRECTORS’
REPORT (continued)
For
the year ended 30 June
2024
COMMUNICATIONS
WITH SHAREHOLDERS
Communications with shareholders are given a high priority by the
management.
In addition to the publication of an annual report and an interim
report, there is regular dialogue with shareholders and
analysts.
The Annual General Meeting is viewed as a forum for communicating
with shareholders, particularly private
investors.
Shareholders may question the Chief Executive Officer and other
members of the Board at the Annual General Meeting.
SIGNIFICANT
SHAREHOLDERS
The following shareholders held over 3% at the end of the
year:
Shareholder
Name
|
Number
of Shares
|
Holding
|
TICKHILL
HOLDINGS PTY LTD
|
88,212,406
|
9.2%
|
THE BANK OF
NEW YORK (NOMINEES)
|
62,063,348
|
6.5%
|
INTERACTIVE
INVESTOR SERVICES
|
51,201,136
|
5.3%
|
BLACKBROOK
NOMINEES PTY LTD
|
42,057,569
|
4.4%
|
AGFUND
INVESTMENTS PTY LTD
|
33,646,055
|
3.5%
|
HARGREAVES
LANSDOWN (NOMINEES)
|
32,827,922
|
3.4%
|
PERSHING
NOMINEES LIMITED
|
30,121,969
|
3.1%
|
JIM
NOMINEES LIMITED
|
28,242,435
|
3.0%
|
INTERNAL
CONTROL
The Directors acknowledge they are responsible for the Company’s
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Company failing to achieve its strategic objectives. It should
be recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business.
REMUNERATION
The remuneration of the directors has been fixed by the Board as a
whole. The Board seeks to provide appropriate reward for the skill
and time commitment required so as to retain the right calibre of
director at a cost to the Company which reflects current market
rates. Details of directors’ fees and of payments made to directors
for professional services rendered are set out in Note 7 to the
financial statements and details of the directors’ share options
are set out in the Directors’ Report.
FUTURE
DEVELOPMENTS
Likely developments in the operations of the Group and the expected
results of those operations in future financial years have not been
included in this report as the directors believe, on reasonable
grounds, that the inclusion of such information would be likely to
result in unreasonable prejudice to the Company.
ENERGY
AND CARBON REPORT
As the
group has not consumed more than 40,000 kWh of energy in this
reporting period, it qualifies as a low energy user under these
regulations and is not required to report on its omissions, energy
or energy efficiency activities.
DIRECTORS’
REPORT (continued)
For
the year ended 30 June
2024
RESPONSIBILITY
STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL
REPORT
We confirm that to the best of our knowledge:
-
the
financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole; and the Directors’ report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
This information is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act
2006.
This
report was approved by the Board of Directors on 26 November 2024 and signed on its behalf
by:
Brett Boynton
Chief
Executive Officer
CORPORATE
GOVERNANCE STATEMENT
The Company is committed to maintaining the highest standards in
corporate governance throughout its operations and to ensure all of
its practices are conducted transparently, ethically and
efficiently.
The Company believes scrutinising all aspects of its business and
reflecting, analysing and improving its procedures will result in
the continued success of the Company and deliver value to
shareholders.
Therefore, and in accordance with the Aquis Growth Market Apex Rule
Book, (the “AQSE Rules”), the Company has chosen to formalise its
governance policies by complying with the UK's Quoted Companies
Alliance Corporate Governance Code 2018 (the "QCA
Code").
The Board consisted of four Directors during the year: a Chief
Executive Officer (Brett Boynton) an
Executive Director (Sam Quinn), and
two independent Non-Executive Directors (NEDs) being Bruce Fulton as Non-Executive Chairman and
Dennis Edmonds. Jonathan Robbeson was appointed as an Executive
Director on 15 August 2023 and
replaces Dennis Edmonds who retired
from the board on that same day. The Board considers that
appropriate oversight of the Company is provided by the currently
constituted Board.
QCA
Code
The 10 principles set out in the QCA Code are listed below, with an
explanation of how the Company applies each of the principles and
the reason for any aspect of non-compliance.
Principle
1 - Establish a strategy and business model which promotes
long-term value for shareholders.
The strategic vision of the Company is to fund and develop the
identification and delineation of mineral resources for future
divestment or partnering to bring into development.
The Company’s business model and strategy is outlined on a yearly
basis in the Chief Executive Officer’s Statement in the Annual
Report.
Principle
2 - Seek to understand and meet shareholder needs and
expectations.
The Board values the importance of interacting with our
shareholders, explaining strategy and developments in the
businesses and seeking shareholder views and
opinions.
We also value the input of our advisers, including our AQSE Growth
Market Corporate Adviser and broker and auditors. The Board is
committed to maintaining good communications and having
constructive dialogue with its shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues
and provide feedback at meetings with the Company. As a policy, all
shareholders are encouraged to attend the Company’s Annual General
Meeting and any other General Meetings that are held throughout the
year.
Investors also have access to current information on the Company
through its website
www.tectonicgold.com
and through the Chief Executive Officer who is available to answer
investor relations enquiries at:
admin@signaturegold.com.au.
The Company provides regulatory, financial and business news
updates through the Regulatory News Service in accordance with AQSE
Rules.
Principle
3 - Take into account wider stakeholder and social responsibilities
and their implications for long term success.
There are a number of key relationships and resources that are
fundamental to the Company's success, which include, amongst other
things, relationships with, advisors, consultant suppliers,
contractors, employees, potential investors and local stakeholders
in the areas around the Group’s various projects. These
relationships are key components to the successful running of the
Company’s investments and are reviewed by the Board and management
on a regular basis to ensure that all potential risks are
mitigated. To the extent any issues or concerns come to light
following such review, or upon engagement with such stakeholders,
the Company seeks to address matters in an expeditious manner in
order to preserve and strengthen relationships.
The Board recognises that the long-term success of the Company will
be enhanced by good relations with different internal and external
groups and to understand their needs, interest and expectations,
the Board has established a range of processes and systems to
ensure that there is ongoing two-way communication, control and
feedback processes in place with to enable appropriate and timely
response.
Principle
4 - Embed effective risk management, considering both opportunities
and threats, throughout the organisation.
The Board regularly reviews the risks to which the Company is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible whilst recognising
that its business opportunities carry an inherently high level of
risk. The principal risks and uncertainties facing the Company are
detailed in the Risk Factors report of the Company’s Admission
Document and updated in the annual report and accounts, which are
available on the Company’s website
www.tectonicgold.com.
The Board has established an audit committee with formally
delegated duties and responsibilities.
CORPORATE
GOVERNANCE STATEMENT (continued)
Principle
5 - Maintain the Board as a well-functioning, balanced team led by
the Non-Executive Chairman.
The Board’s role is to agree the Company’s long-term direction and
strategy and monitor achievement of key milestones against its
business objectives. The Board meets formally at least four times a
year for these purposes and holds additional meetings when
necessary to transact other business. The Board receives reports
for consideration on all significant strategic, operational and
financial matters.
The Board as at 30 June 2024
comprised of a Chief Executive Officer, two Executive Directors and
one independent Non-Executive Director (NED)
of which one is Non-Executive Chairman. Each Director serves on the
Board until the Annual General Meeting following his election or
appointment. Each member of the Board is committed to spending
sufficient time to enable them to carry out their duties as a
Director. The Board meets regularly throughout the year as deemed
appropriate formally and informally using video conferencing
technology.
The Company constantly keeps under review the constitution of the
Board and may seek to add more members as required as the Company
grows and develops.
The Board as a whole considers the NED to be independent of
management and free from any business or other relationship which
could materially interfere with the exercise of their independent
judgement.
The Board has implemented an effective committee structure
to assist
in the discharge of its responsibilities. All committees of
the Board
have written terms of reference dealing with their
authority and
duties. Membership of the Audit and Remuneration Committees is
comprised exclusively of Non-Executive Directors. The Company
Secretary acts as secretary to each
of these committees.
The table below sets out the number of Board and Committee meeting
held during the period and each Director’s attendance at those
meetings.
|
BOARD
|
AUDIT
|
REMUNERATION
|
|
HELD
|
ATTENDED
|
HELD
|
ATTENDED
|
HELD
|
ATTENDED
|
B Fulton
|
4
|
4
|
2
|
2
|
1
|
1
|
B Boynton
|
4
|
4
|
2
|
2
|
-
|
-
|
S Quinn
|
4
|
4
|
-
|
-
|
1
|
1
|
J Robbeson*
|
4
|
4
|
2
|
2
|
-
|
-
|
D Edmonds
|
4
|
1
|
-
|
-
|
-
|
-
|
* J Robbeson attended representing Signature Gold
The Company did not hold any Aquis Compliance Committee meetings
during the year and compliance was instead managed directly by the
executive with support from the Company’s Aquis Corporate Advisor
and Broker.
Principle
6 - Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities.
The Board considers the current balance of sector, financial and
public market skills and experience which it embodies is
appropriate for the size and stage of development of the Company
and that the Board has the skills and requisite experience
necessary to execute the Company’s strategy and business plan
whilst also enabling each Director to discharge their fiduciary
duties effectively. Biographies for each member of the Board is
provided on the Company’s website
www.tectonicgold.com.
All Directors, through their involvement in other listed companies
as well as the Company, including attendance at seminars, forums
and industry events and through their memberships of various
professional bodies, keep their skill sets up to date.
The Board reviews annually, and when required, the appropriateness
of its mix of skills and experience to ensure that it meets the
changing needs of the Company.
The Company has a professional Company Secretary in the UK who
assists the Chief Executive Officer in preparing for and running
effective Board meetings, including the timely dissemination of
appropriate information. The Company Secretary provides advice and
guidance to the extent required by the Board on the legal and
regulatory environment. In addition, the Board’s finance function
is supported by a CFO who is engaged by the Company to provide
accounting and finance services.
CORPORATE
GOVERNANCE STATEMENT (continued)
Principle
7 - Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement.
Review of the Company’s progress against the long-term strategy and
aims of the business provides a means to measure the effectiveness
of the Board. This progress is reviewed in Board meetings held at
least four times a year. The Chief Executive Officer’s performance
is reviewed once a year by the rest of the Board and measured
against a definitive list of short, medium and long-term strategic
targets set by the Board.
The Company conducts periodic reviews of its Board succession
planning protocols which includes an assessment of the number of
Board members and relative experience of each Board member
vis-a-vis the Company’s requirements given its stage of
development, with the goal of having in place an adequate and
sufficiently experienced Board at all times.
Principle
8 - Promote a corporate culture that is based on ethical values and
behaviours.
The corporate culture of the Company is promoted throughout its
employees and contractors and is underpinned by compliance with
local regulations and the implementation and regular review and
enforcement of various policies including a Share Dealing Policy
and Code, Anti-Corruption and Anti-Bribery and Media and
Communications Policy so that all aspects of the Company are run in
a robust and responsible way.
The Board recognises that its decisions regarding strategy and risk
will impact the corporate culture of the Company and that this will
impact performance. The Board is very aware that the tone and
culture set by the Board will greatly impact all aspects of the
Company and the way that employees behave. The exploration for, and
development of, mineral resources can have a significant impact in
the areas where the Company and its investments are active and it
is important that the communities view its activities positively.
Therefore, the importance of sound ethical values and behaviours is
crucial to the ability of the Company to successfully achieve its
corporate objectives. The Board places great importance on this
aspect of corporate life and seeks to ensure that this is reflected
in all the Company does.
Principle
9 - Maintain governance structures and processes that are fit for
purpose and support good decision-making by the
Board.
The Board is responsible for setting the vision and strategy for
the Company to deliver value to the Company’s shareholders by
effectively putting in place its business model.
The roles and responsibility of the Chief Executive Officer,
Executive Directors, Non-Executive Chairman and other Non-Executive
Directors are laid out below:
•
The Chief Executive Officer’s primary responsibilities are to:
implement the Company’s strategy in consultation with the Board;
take responsibility for the Company’s projects; run the Company on
a day-by-day basis; implement the decisions of the Board; monitor,
review and manage key risks; act as the Company’s primary
spokesman; communicate with external audiences such as investors,
analysts and media; and be responsible for the administration of
all aspects of the Company.
•
The Executive Director’s primary responsibilities are to support
the Chief Executive Officer in implementing the Company’s strategy
in consultation with the Board; take responsibility for the
Company’s projects; run the Company on a day-by-day basis;
implement the decisions of the Board; monitor, review and manage
key risks; and be responsible for the administration of all aspects
of the Company.
•
The Non-Executive Chairman’s primary responsibilities are to: lead
the Board and to ensure the effective working of the Board; in
consultation with the Board, ensure good corporate governance and
set clear expectations with regards to the Company culture, values
and behaviour; set the Board’s agenda and ensures that all
Directors are encouraged to participate fully in the
decision-making process of the Board and take responsibility for
relationships with the Company’s professional advisers and major
shareholders.
•
The Company’s NED'S participate in all Board level decisions and
play a particular role in the determination and articulation of
strategy. The Company’s NED’s provide oversight and scrutiny of the
performance of the Executive Directors, whilst both constructively
challenging and inspiring them, thereby ensuring the business
develops, communicate and execute the agreed strategy and operate
within the risk management framework.
•
The Company Secretary is responsible for ensuring that Board
procedures are followed and applicable rules and regulations are
complied with.
CORPORATE
GOVERNANCE STATEMENT (continued)
The Board is supported by the audit and remuneration committees as
described below.
The Board has not established a Nominations Committee. The Board
considers that a separately established committee is not warranted
at this stage of the Group’s development and that the functions of
such a committee are being adequately discharged by the Board as a
whole.
The Board has not established an Aquis Compliance Committee. The
Board considers that a separately established committee is not
warranted at this stage of the Group’s development and that the
functions of such a committee are being adequately discharged by
the Board as a whole with support from the Company’s Aquis
Corporate Advisor and Broker.
Audit
Committee
As at 30 June 2024, the Audit
Committee comprised
Bruce
Fulton and Sam Quinn and the
Chief Executive Officer, Brett
Boynton. The Audit Committee reviews reports from management
and from Moore Kingston Smith LLP, the Company’s statutory auditor,
relating to the interim and annual accounts and to the system of
internal financial control.
The Audit Committee is responsible for assisting the Board’s
oversight of the integrity of the financial statements and other
financial reporting, the independence and performance of the
auditor, the regulation and risk profile of the Company and the
review and approval of any related party transactions. The Audit
Committee may hold private sessions with management and the auditor
without management present. Further, the Audit Committee is
responsible for making recommendations to the Board on the
appointment of the auditor and the audit fee and reviews reports
from management and the auditor on the financial accounts and
internal control systems used throughout the
Group.
The Audit Committee meets at least two times a year and is
responsible for ensuring that the Company’s financial performance
is properly monitored, controlled and reported. The Audit Committee
is responsible for the scope and effectiveness of the external
audit and compliance by the Company with statutory and other
regulatory requirements.
With respect to the auditor, the Audit Committee:
•
monitors in discussion with the auditor the integrity of the
financial statements of the Company, any formal announcements
relating to the Company’s financial performance and reviews
significant financial reporting judgments contained in
them;
•
reviews the Company’s internal financial controls and reviews the
Company’s internal control and risk management systems;
•
considers annually whether there is a need for an internal audit
function and makes a recommendation to the Board;
•
makes recommendations to the Board for it to put to the
shareholders for their approval in the general meeting, in relation
to the appointment, re-appointment and removal of the auditor and
to approve the remuneration and terms of engagement of the
auditor;
•
reviews and monitors the auditor’s independence and objectivity and
the effectiveness of the audit process, taking into consideration
relevant professional and regulatory requirements;
•
develops and implements policy on the engagement of the auditor to
supply non-audit services, taking into account relevant external
guidance regarding the provision of non-audit services by the
auditor; and
•
reports to the Board, identifying any matters in respect of which
it considers that action or improvement is needed and making
recommendations as to the steps to be taken.
The Audit Committee also reviews arrangements by which the staff of
the Company and the Company may, in confidence, raise concerns
about possible improprieties in matters of financial reporting or
other matters and ensure that arrangements are in place for the
proportionate and independent investigation of such matters with
appropriate follow-up action.
Where necessary, the Audit Committee obtains specialist external
advice from appropriate advisers.
Remuneration
Committee
As at 30 June 2024, the Remuneration
Committee comprised Sam Quinn and
Bruce Fulton.
The Remuneration Committee is responsible for considering all
material elements of remuneration policy, the remuneration and
incentivisation of Executive Directors and senior management (as
appropriate) and to make recommendations to the Board on the
framework for executive remuneration and its cost. The role of the
Remuneration Committee is to keep under review the Company’s
remuneration policies to ensure that the Company attracts, retains
and motivates the most qualified talent who will contribute to the
long-term success of the Company. The Remuneration Committee also
reviews the performance of the Chief Executive Officer and sets the
scale and structure of his remuneration, including the
implementation of any bonus arrangements, with due regard to the
interests of shareholders.
CORPORATE
GOVERNANCE STATEMENT (continued)
The Remuneration Committee is also responsible for granting options
under the Company’s share option plan and, in particular, the price
per share and the application of the performance standards which
may apply to any grant, ensuring in determining such remuneration
packages and arrangements, due regard is given to any relevant
legal requirements, the provisions and recommendations in the AQSE
Rules and The QCA Code.
The Remuneration Committee only met once during the year as the
Company did not have any full time executive employees outside of
the Board during that period.
The Remuneration Committee:
•
determines and agrees with the Board the framework or broad policy
for the remuneration of the Chief Executive Officer and senior
management;
•
determines the remuneration of Executive Directors;
•
determines targets for any performance-related pay schemes operated
by the Company;
•
ensures that contractual terms on termination and any payments made
are fair to the individual, the Company, that failure is not
rewarded and that the duty to mitigate loss is fully
recognised;
•
determines the total individual remuneration package of the Chief
Executive Officer and senior management, including bonuses,
incentive payments and share options;
•
is aware of and advises on any major changes in employees’ benefit
structures throughout the Company;
•
ensures that provisions regarding disclosure, including pensions,
as set out in the (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019, are fulfilled;
and
•
is exclusively responsible for establishing the selection criteria,
selecting, appointing and setting the terms of reference for any
remuneration consultants who advise the Remuneration
Committee.
Principle
10 - Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders.
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues
and provide feedback at meetings with the Company.
The Company also provides regular updates on the progress of the
Company, detailing recent business and strategy developments, in
news releases which is available on the Company's website
www.tectonicgold.com.
The Company’s financial reports can be found on its website
www.tectonicgold.com.
The Company has elected to preference hosting its AGMs in
London. The Directors believe
hosting the AGM in London will
enhance engagement with the Company's shareholders by making the
meeting more accessible, however given the current requirement for
Director's to be directly involved in technical operations on site
and in face to face negotiations with potential Australian based
partners, the AGM will be held in Sydney.
The Company also participates in various investor events including
conferences and presentation evenings, at which shareholders can
meet with management in person to answer queries, provide
information on current developments and to take into consideration
shareholder views and suggestions.
The Board is always open to receiving feedback from shareholders.
The Chief Executive Officer has been appointed to manage the
relationship between the Company and its shareholders and will
review and report to the Board on any communications
received.
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD
PLC
For the
year ended 30 June 2024
Qualified
opinion
We have
audited the financial statements of Tectonic Gold Plc (the ‘parent
company’) and its subsidiaries (the ‘group’) for the year ended
30 June 2024 which comprise the
Consolidated Statement of Profit and Loss and Other Comprehensive
Income, the Group and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted International
Accounting Standards and as regards the parent company financial
statements, as applied in accordance with the provision of the
Companies Act 2006.
In our
opinion, except for the effects of the matter described in the
Basis for qualified opinion section of our report:
-
the
financial statements give a true and fair view of the state of the
group’s and of the parent company’s affairs as at 30 June 2024 and of the group’s loss for the year
then ended;
-
the group
financial statements have been properly prepared in accordance with
UK adopted International Accounting Standards;
-
the parent
company financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards and
as applied in accordance with the provisions of the Companies Act
2006; and
-
the
financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis
for qualified opinion on financial statements
Note 27
to the financial statements states that $172,609 (£90,516) was received from the
Australian Government under its R&D Tax Incentive scheme on
14 August 2024. This receipt was in
respect of the R&D Tax Incentive claim for the year ended
30 June 2024.
The
group’s accounting policy for the recognition of the R&D Tax
Incentive claim has been detailed in note 2 and states that such
income is recognised on receipt unless receipt is probable at the
year end. In our opinion, at the year end, the receipt of the
R&D Tax Incentive Scheme claim was sufficiently probable as to
meet the definition of an asset as defined in UK-adopted
International Accounting Standards and thus it should have been
included as an other receivable in the financial statements as at
30 June 2024. Accordingly trade and
other receivables should have been increased by £90,516 and the
loss for the year and accumulated losses should have been reduced
by £90,516.
We
conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section
of our report. We are independent of the group and parent company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
An overview of the scope of our audit
The scope
of our audit was influenced by our evaluation of materiality and
our assessment of the risks of material misstatement in the group
and parent company financial statements. In particular, we assessed
the areas involving significant accounting estimates and judgement
by the directors as risks for our audit. This included the carrying
value of exploration assets and investments as well as future
events that are inherently uncertain and could have an impact on
the group and parent company’s ability to continue as a going
concern. These were judged to be the most significant assessed
risks of material misstatement and therefore reported as key audit
matters below.
The
significant component based in Australia was audited by a component auditor.
We had oversight of, and regular communication with, the component
auditor who was operating under our instructions. The component
auditor supplied their working papers for our review. This, along
with further discussions with the component auditor, gave us
sufficient appropriate evidence for our audit opinion on the group
financial statements.
Key
audit matters
Key audit
matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD PLC
(CONTINUED)
For the
year ended 30 June 2024
Key audit matter
|
How the scope of our audit responded to the key audit
matter
|
Going
concern (group and parent company)
The group has incurred a further loss before income tax of £152,253
in the year (2023; £524,316) and has cash and cash
equivalents at 30 June 2024 of £65,308 (2023: £123,604).
Note 2 of
the financial statements sets out the directors’ assessment of the
appropriateness of the use of the going concern basis of
preparation. This explains that the group and parent company expect
to receive future funding and support to enable their obligations
to be met and ensure they continue to operate in the foreseeable
future.
The note
also refers to receipt of the R&D Tax Incentive Scheme
claim.There is a risk that the group and
parent company will be unable to access that further funding and
support.
|
Our audit work and conclusion in respect of going concern has been
detailed in the Material uncertainty related to going concern
section of our audit report.
|
R&D
Tax Incentive Scheme claim
The group
submits applications to the Australian Government under its R&D
Tax Incentive Scheme.
The
receipt of these claims are recognised in the period in which it is
received unless management assess that at the year end the
likelihood of receipt is probable.
The
recognition of this asset is judgemental due to the uncertainty
over the acceptance of the claim by the Australian Government and
receipt of the claim funds.
|
Our
conclusion in respect of the R&D Tax Incentive Scheme claim has
been detailed in the basis for qualified opinion on financial
statements section of our audit report.
|
Carrying
value of mining exploration and evaluation expenditure
(group)
As disclosed in note 13 of the financial statements, exploration
and evaluation expenditure capitalised as an asset in the statement
of financial position as at 30 June 2024 was £3,216.838.
The recoverability of this asset is highly judgemental due to the
early stage of the projects and the contingent nature of obtaining
a mining permit.
|
Our work in this area included, but was not limited to:
-
Confirmation
that the group has valid title to the applicable exploration
licences, and has fulfilled any specific conditions therein
particularly having regard to minimum expenditure
requirements;
-
Reviewing
and substantively testing capitalised exploration and evaluation
expenditure including consideration of its appropriateness for
capitalisation under IFRS 6;
-
Critically
assessing the progress of the individual projects during the year
and post year-end; and
-
Consideration
of management’s impairment reviews in light of any impairment
indicators identified in accordance with IFRS 6, including
corroboration and challenge thereof.
Based on the work performed we have gained reasonable assurance
that the carrying value of exploration and evaluation assets are
not materially misstated and that management’s assertion that no
further impairment was required was appropriate.
|
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD PLC
(CONTINUED)
For the
year ended 30 June
2024
Recoverability
of investments and subsidiary loans (parent
company)
The parent company has significant investments in its subsidiary
entities which is supported by the underlying projects. As at 30
June 2024, and as shown in note 15, this investment was £3,605,254
(2023:£3,605,254). Note 11 also discloses a loan of £2,239,446
(2023:£2,247,897) provided by the parent company to its subsidiary,
Signature Gold Pty Ltd, as at 30 June 2024.
There is a risk that the investment in the subsidiaries, along with
the loan, are impaired as the subsidiaries are not currently
generating significant revenues. Therefore, it is necessary to
assess the realisable value of the holdings at year end. There is
also a risk of material misstatement around the recoverability of
the significant loan balance with Signature Gold Pty
Ltd.
|
We performed the following procedures to address this
risk:
-
We
critically assessed the loan agreement and repayment
terms;
-
We
critically assessed the net assets of the underlying subsidiaries
and the exploration projects therein;
-
We
reviewed and challenged the impairment considerations made by
management; and
-
We
critically assessed the net realisable value of the underlying
assets of the subsidiary undertakings.
Based on the work performed we consider that management’s
assessment in respect of the recoverability of the parent company
investments and loan to one of its subsidiaries are appropriate and
that the balances in question are not materially
misstated.
|
Recognition
of drilling prepayment
The group continues to recognise a drilling prepayment of £327,952
(2023:£328,329) in respect of Titeline Drilling Pty Ltd ACN as
detailed in note 16.
There is a risk that the prepayment may not be fully utilised by
the group in the future.
|
Our conclusion in respect of the recognition of the drilling
prepayment has been detailed in the Emphasis of Matter section of
our audit report.
|
Our application of materiality
When
establishing our overall audit strategy, we set certain thresholds
which help us to determine the nature, timing and extent of our
audit procedures. When evaluating whether the effects of
misstatements, both individually and on the financial statements as
a whole, could reasonably influence the economic decisions of the
users of the financial statements we take into account the
qualitative nature and the size of the misstatements.
Our
overall Group materiality is £72,300 and the Company materiality is
£65,070. Materiality for the significant component, Signature Gold
Pty Ltd, was set at £41,000 based on 1.1% of gross
assets.
Our
materiality for the Group and Company is based upon 2% of gross
assets. The rationale for our materiality calculation is that the
Group and Company are still in the exploration stage and therefore
no significant revenues are currently being generated. Current and
potential investors will thus be most interested in the level and
recoverability of the gross assets, in particular the exploration
and evaluation assets. Gross assets is thus considered to be the
most appropriate benchmark for determining overall
materiality.
Our
Group, Company and significant component performance materiality
figures have been calculated as £36,150, £32,535 and £20,500
respectively which have been calculated as 50% of overall
materiality.
We agreed
with the Audit Committee that we would report all individual audit
differences in excess of £3,615 and £3,254 in respect of the Group
and Company respectively. We also agreed to report differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD PLC
(CONTINUED)
For the
year ended 30 June
2024
Material
uncertainty related to going concern
We draw
attention to note 2 to the financial statements which indicates
that the group requires future funds expected from the Australian
Government R&D Tax Incentive Scheme in order to meet its
ongoing liabilities as they fall due. In the event that the
expected future funds from the Australian Government R&D Tax
Incentive Scheme are not forthcoming the group may need to raise
equity or debt financing to continue in business and therefore meet
its liabilities as they fall due.
Although
the directors are confident that the expected future funds from the
Australian Government R&D Tax Incentive Scheme will be received
and that the group will be able to raise equity or debt financing
if required there can be no certainty in this respect and a failure
to obtain future funds from the Australian Government R&D Tax
Incentive Scheme and failure to raise equity or debt financing
would be material to the group.
These
events or conditions indicate that a material uncertainty exists
that may cast doubt on the group’s and parent company’s ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
In
auditing the financial statements we have concluded that the use of
the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the
directors’ assessment of the entity’s ability to continue to adopt
the going concern basis of accounting included a critical
assessment of the cash flow projections prepared to 30 November 2025 by the directors, which are
based on their current expectations, and critically assessing the
cash flow forecast assumptions including obtaining an understanding
of all relevant uncertainties including the likelihood of receipt
of future funds from the Australian Government R&D Tax
Incentive Scheme.
Our
responsibilities and those of the directors with respect to going
concern are described in the relevant sections of this
report.
Emphasis
of matter
We draw
attention to the disclosures in note 16 to the financial statements
in respect of the Titeline Drilling Pty Ltd ACN prepayment of
£327,952 (2023: £332,602). The signing of the farm-in agreement
with Amerod Resources Pty Limited potentially indicates that the
Titeline Drilling Pty Ltd ACN prepayment may not be fully utilised
by the group in the future. Whilst the prepayment asset could be
utilised in the group’s Mount Cassidy project in the future the use
of the prepayment asset cannot be predicted with any certainty at
the current time. Our opinion is not modified in respect of this
matter.
Other
information
The other
information comprises the information included in the annual
report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other
information.
Our
opinion on the group and parent company financial statements does
not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not
express.
Any form
of assurance conclusion thereon. In connection with our audit of
the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
As
described in the basis for qualified opinion section of our report,
our audit opinion is qualified because a material amount receivable
in respect of R&D tax credits has not been included in the
financial statements at 30 June 2024.
We have concluded that where the other information refers to trade
and other receivables, the loss for the year and accumulated
losses, it is also materially misstated for the same
reason.
Opinions on other matters prescribed by the Companies Act
2006
Except for the matter referred to in the basis for qualified
opinion section of our report, in our opinion, based on the work
undertaken in the course of the audit:
-
the
information given in the strategic report and the directors’ report
for the financial year for which the financial statements are
prepared is consistent with the financial statements;
and
-
the
strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD PLC
(CONTINUED)
For the
year ended 30 June
2024
Matters on which we are required to report by
exception
Except for the matter referred to in the basis for qualified
opinion section of our report in the light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-
adequate
accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches
not visited by us; or
-
the parent
company financial statements are not in agreement with the
accounting records and returns; or
-
certain
disclosures of directors’ remuneration specified by law are not
made; or
-
we have
not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the
directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities is located on the
Financial Reporting Council’s website at:
https://www.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for.
This description forms part of our auditor’s report.
Explanation
as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities,
including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
The
objectives of our audit in respect of fraud, are; to identify and
assess the risks of material misstatement of the financial
statements due to fraud; to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due
to fraud, through designing and implementing appropriate responses
to those assessed risks; and to respond appropriately to instances
of fraud or suspected fraud identified during the audit. However,
the primary responsibility for the prevention and detection of
fraud rests with both management and those charged with governance
of the company.
Our
approach was as follows:
-
We
obtained an understanding of the legal and regulatory requirements
applicable to the company and considered that the most significant
are the Companies Act 2006, UK adopted International Accounting
Standards, the rules of the Aquis Exchange and UK and Australian
taxation legislation.
-
We
obtained an understanding of how the company complies with these
requirements by discussions with management and those charged with
governance.
INDEPENDENT
AUDITOR’S REPORT TO THE MEMBERS OF TECTONIC GOLD PLC
(CONTINUED)
For the
year ended 30 June
2024
-
We
assessed the risk of material misstatement of the financial
statements, including the risk of material misstatement due to
fraud and how it might occur, by holding discussions with
management and those charged with governance.
-
We
inquired of management and those charged with governance as to any
known instances of non-compliance or suspected non-compliance with
laws and regulations.
-
Based on
this understanding, we designed specific appropriate audit
procedures to identify instances of non-compliance with laws and
regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative
evidence as required.
There are
inherent limitations in the audit procedures described above. We
are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and
transactions reflected in the financial statements.
Also, the
risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Matthew Banton (Senior Statutory
Auditor)
for and
on behalf of Moore Kingston Smith LLP, Statutory
Auditor
26 November 2024
6th
Floor
9
Appold Street
London
EC2A
2AP
|
NOTE |
2024 |
2023 |
£ |
£ |
Revenue |
|
|
|
Interest Income |
|
1 |
- |
Expenses: |
|
|
|
Accounting and audit
fees |
|
(70,021) |
(79,209) |
Administration and office
costs |
|
(6,931) |
(4,994) |
Corporate costs |
|
(40,035) |
(63,281) |
Amortisation and
depreciation |
|
- |
(2,599) |
Employee benefits, management fees and on
costs |
7 |
(80,000) |
(80,000) |
Exploration and tenement
costs |
|
(14,375) |
(20,829) |
Insurance |
|
(11,986) |
(15,660) |
Legal expenses |
|
(3,031) |
- |
Other expenses |
|
(5,317) |
(104,115) |
Net foreign exchange
loss |
|
(2,750) |
(180,079) |
Fair value gain on financial assets at fair value
through profit and loss |
4 |
- |
26,450 |
Loss before income
tax |
|
(234,445) |
(524,316) |
Income tax benefit |
8 |
82,192 |
- |
Loss for the year from continuing
operations |
|
(152,253) |
(524,316) |
|
|
|
|
Other comprehensive
income: |
|
|
|
Items that may be subsequently reclassified to profit
and loss: |
|
|
|
Exchange differences on translation of foreign
subsidiaries |
|
(1,308) |
(105,161) |
Total comprehensive loss for the
year |
|
(153,561) |
(629,477) |
|
|
|
|
|
|
|
|
Loss per share attributable to owners of the
company |
|
|
|
Basic and diluted (pence per
share) |
9 |
(0.016) |
(0.06) |
The
accompanying notes form part of these financial
statements.
As
permitted by s408 Companies Act 2006, the Company has not presented
its own profit and loss account and related notes. The Company’s
loss for the year was £181,785 (2023: Loss of £355,732).
These
financial statements were approved by the Board of Directors on
26 November 2024 and signed on their
behalf by:
Brett Boynton
Chief
Executive Officer
Company
number: 05173250
The
accompanying notes form part of these financial
statements.
GROUP
FOR THE YEAR ENDED 30 JUNE 2023
|
ISSUED
CAPITAL
|
SHARE
PREMIUM
|
WARRANT
RESERVE
|
RTO
RESERVE
|
FOREIGN
CURRENCY
RESERVE
|
ACCUMULATED LOSSES
|
TOTAL
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance
at 1 July 2022
|
6,126,579
|
61,323,350
|
588,554
|
(57,976,182)
|
(52,329)
|
(6,219,479)
|
3,790,493
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
-
|
(524,316)
|
(524,316)
|
Transactions
with owners, recorded directly in equity:
|
|
|
|
|
|
|
|
Foreign
Currency Translation Reserve
|
-
|
-
|
-
|
-
|
(105,161)
|
-
|
(105,161)
|
Balance
at 30 June 2023
|
6,126,579
|
61,323,350
|
588,554
|
(57,976,182)
|
(157,490)
|
(6,743,795)
|
3,161,016
|
GROUP
FOR THE YEAR ENDED 30 JUNE 2024
|
ISSUED
CAPITAL
|
SHARE
PREMIUM
|
WARRANT
RESERVE
|
RTO
RESERVE
|
FOREIGN
CURRENCY
RESERVE
|
ACCUMULATED LOSSES
|
TOTAL
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance
at 1 July 2023
|
6,126,579
|
61,323,350
|
588,554
|
(57,976,182)
|
(157,490)
|
(6,743,795)
|
3,161,016
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
-
|
(152,253)
|
(152,253)
|
Transactions
with owners, recorded directly in equity:
|
|
|
|
|
|
|
|
Foreign
Currency Translation Reserve
|
-
|
-
|
-
|
-
|
(1,308)
|
-
|
(1,308)
|
Balance
at 30 June 2024
|
6,126,579
|
61,323,350
|
588,554
|
(57,976,182)
|
(158,798)
|
(6,896,048)
|
3,007,455
|
The
accompanying notes form part of these financial
statements.
COMPANY
FOR THE YEAR ENDED 30 JUNE 2023
|
SHARE
CAPITAL
|
SHARE
PREMIUM
|
WARRANT RESERVES
|
ACCUMULATED LOSSES
|
TOTAL
EQUITY
|
|
£
|
£
|
£
|
£
|
£
|
Balance
at 1 July 2022
|
6,126,579
|
61,323,350
|
588,554
|
(62,059,286)
|
5,979,197
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
(355,732)
|
(355,732)
|
Share
issue costs
|
-
|
-
|
-
|
-
|
-
|
Balance
at 30 June 2023
|
6,126,579
|
61,323,350
|
588,554
|
(62,415,018)
|
5,623,465
|
COMPANY
FOR THE YEAR ENDED 30 JUNE 2024
|
SHARE
CAPITAL
|
SHARE
PREMIUM
|
WARRANT RESERVES
|
ACCUMULATED LOSSES
|
TOTAL
EQUITY
|
|
£
|
£
|
£
|
£
|
£
|
Balance
at 1 July 2023
|
6,126,579
|
61,323,350
|
588,554
|
(62,415,018)
|
5,623,463
|
Total
comprehensive loss for the period
|
-
|
-
|
-
|
(181,785)
|
(181,785)
|
Share
issue costs
|
-
|
-
|
-
|
-
|
-
|
Balance
at 30 June 2024
|
6,126,579
|
61,323,350
|
588,554
|
(62,596,803)
|
5,441,678
|
The
accompanying notes form part of these financial
statements.
|
|
|
|
30-Jun-24 |
30-Jun-23 |
|
|
NOTE |
GROUP |
GROUP |
|
|
|
£ |
£ |
CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
|
|
Cash payments in the course of
operations |
|
|
|
(54,541) |
(171,131) |
Net cash used in operating
activities |
|
|
22 |
(54,541) |
(171,131) |
|
|
|
|
|
|
CASH FLOWS( USED IN) / GENERATED FROM INVESTING
ACTIVITIES |
|
|
|
|
|
Payments for exploration and evaluation
expenditure |
|
|
|
(955) |
(191,428) |
Proceeds from sale of shares in
Kazera |
|
|
|
- |
101,450 |
Net cash generated by / (used in) investing
activities |
|
|
|
(955) |
(89,978) |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES |
|
|
|
|
|
Repayment of
borrowings |
|
|
|
(1,492) |
(20,000) |
Net cash used in financing
activities |
|
|
|
(1,492) |
(20,000) |
|
|
|
|
|
|
Net decrease in cash held and cash
equivalents |
|
|
|
(56,988) |
(281,109) |
Cash and cash equivalents at the beginning of the
period |
|
|
|
123,604 |
403,328 |
Effects of exchange rate changes on cash and cash
equivalents |
|
|
|
(1,308) |
1,385 |
Cash and cash equivalents at the end of the
period |
|
|
|
65,308 |
123,604 |
The
accompanying notes form part of these financial
statements.
|
|
|
|
|
30-Jun-24
|
30-Jun-23
|
|
|
|
NOTE
|
COMPANY
|
COMPANY
|
|
|
|
|
£
|
£
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Cash
payments in the course of operations
|
|
|
|
(88,999)
|
(84,474)
|
|
Net
cash used in operating activities
|
|
|
22
|
(88,999)
|
(84,474)
|
|
|
|
|
|
|
|
|
CASH FLOWS USED IN INVESTING ACTIVITIES
|
|
|
|
|
|
|
Proceeds
from sale of shares in Kazera
|
|
|
|
-
|
101,450
|
|
Loan to
Signature Gold Pty Ltd
|
|
|
|
-
|
(25,000)
|
|
Net
cash generated by / (used in) investing
activities
|
|
|
|
-
|
76,450
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Repayment
of borrowings
|
|
|
|
-
|
(20,000)
|
|
Net
cash used in financing activities
|
|
|
|
-
|
(20,000)
|
|
|
|
|
|
|
|
|
Net
decrease in cash held and cash equivalents
|
|
|
|
(88,999)
|
(28,024)
|
|
Cash and
cash equivalents at the beginning of the period
|
|
|
|
122,125
|
150,149
|
|
Cash
and cash equivalents at the end of the period
|
|
|
|
33,126
|
122,125
|
|
|
|
|
|
|
|
The
accompanying notes form part of these financial
statements.
GENERAL
INFORMATION
Tectonic
Gold Plc is a company incorporated in England and Wales under the Companies Act 2006. The nature
of the Company’s operations and its principal activities are set
out in the Strategic Report and the Directors’ Report.
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PREPARATION
The
consolidated and parent company financial statements have been
prepared in accordance with UK adopted International Accounting
Standards applied in accordance with the provisions of the
Companies Act 2006.
The
consolidated and parent company financial statements have been
prepared under the historical cost convention, as modified by the
revaluation of certain financial assets and financial liabilities
at fair value through profit or loss.
UK
adopted International Accounting Standards are subject to amendment
and interpretation by the International Accounting Standards Board
(“IASB”) and the International Financial Standards Interpretations
Committee (“IFRS IC”). The accounts have been prepared on the basis
of the recognition and measurement principles of UK adopted
International Accounting Standards that were applicable for the
year ended 30 June 2024.
This
financial report includes the consolidated financial statement and
notes of Tectonic Gold Plc and its controlled entities.
The
principal accounting policies adopted and applied in the
preparation of the Group’s financial statements are set out below.
These have been consistently applied to all the years presented
unless otherwise stated.
GOING
CONCERN
The
adoption of the going concern basis by the Directors is following a
review of the current position of the Company and Group and of the
cash flow forecasts for the period to 30
November 2025 prepared by the Directors. The cash flow
forecast shows that the opening cash and cash equivalents, together
with the funds expected from the Australian Government R&D Tax
Incentive Scheme, are sufficient to enable the Company to meet its
obligations as they fall due and continue to operate for at least
twelve months from the date of signing these financial statements.
In the event that these funds become insufficient, the Company may
sell or relinquish some of tenement holdings in Australia in order to reduce the holding costs
and committed expenditures on these tenements. Thus, given the
Company’s ability to reduce costs if required, the Directors
continue to adopt the going concern basis in preparing the
financial statements. It is beyond the scope of the Directors to
predict any future impact of natural or geopolitical or natural
disasters on any of these funding sources. However if Government
funding is not secured, the Company and Group will be required to
raise equity or debt financing. This creates a material uncertainty
on the
ability
of the Company to meet its obligations and continue to operate as
envisaged. Further details regarding the going concern basis can be
found in Note 2 of these financial statements.
In
keeping with other exploration companies, the growth of the Group
is dependent on its ability to invest in current projects and new
opportunities. The ability to raise additional finance is critical
to the Group’s growth objective. The Directors are confident in
their ability to finance future projects and opportunities by
raising funds in the market.
CHANGES
IN ACCOUNTING POLICIES AND DISCLOSURES
New standards, amendments and interpretations adopted by
the Group and Company
During
the reporting period, the Group adopted the following new and
amended relevant IFRS in the year:
IAS 1 and
IFRS Practice Statement 2
|
Presentation
of Financial Statements – amendments
regarding the disclosure of accounting policies
|
1 January
2023
|
IAS
8
|
Accounting
Policies, Changes in Accounting Estimates –
amendments regarding the definition of accounting
estimates
|
1 January
2023
|
IAS
12
|
Income
Taxes – amendments
regarding deferred tax related to assets and liabilities arising
from a single transaction
|
1 January
2023
|
IFRS
17
|
Insurance
Contracts
|
1 January
2023
|
The
adoption of these accounting standards did not have any effect on
the Group’s Statement of Comprehensive Income, Statement of
Financial Position or equity.
Accounting
standards issued but not yet effective
The
International Accounting Standards Board (“IASB”) has
issued/revised a number of relevant standards with an effective
date after the date of these financial statements. Any standards
that are not deemed relevant to the operations of the Group have
been excluded. The Directors have chosen not to early adopt these
standards and interpretations and they do not anticipate that they
would have a material impact on the Group’s financial statements in
the period of initial application.
Effective
date
|
|
|
IFRS 7
and IAS 7
|
Financial
Instruments – supplier finance arrangements
|
1 January
2024
|
IAS21
|
Exchangeability
|
1 January
2025
|
IFRS
16
|
Leases
– amendments regarding Lease Liability in a Sale and
Leaseback
|
1 January
2024
|
IAS
1
|
Presentation
of Financial Statements –
amendments regarding the classification of liabilities as current
or non-current and Non-current Liabilities with
Covenants
|
1 January
2024
|
IAS
12
|
International
Tax Reform –
Pillar Two Model Rules
|
1 January
2024
|
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.
The
consolidated financial statements comprise the financial statements
of the Company and its subsidiaries as at the end of the reporting
period. The financial statements of the subsidiaries used in the
preparation of the consolidated financial statements are prepared
for the same reporting date as for the Company. Consistent
accounting policies are applied to like transactions and events in
similar circumstances. All intra-group balances, balances and
unrealised gains and losses resulting from intra-group transactions
and dividends are eliminated in full.
Subsidiaries
are consolidated from the date of acquisition, being the date on
which the Group obtains control, and continue to be consolidated
until the date that such control ceases.
On
25 June 2018, Tectonic Gold (the
legal parent) acquired Signature Gold Pty Ltd (Signature Gold).
Although the transaction was not a business combination, the
acquisition has been accounted for as an asset acquisition with
reference to the guidance for reverse acquisition in IFRS 3
Business Combinations and IFRS 2 Share-based Payment.
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On
17 April 2019, the Company
established Deep Blue Minerals Pty Ltd and 90% of the Company’s
interest in Deep Blue Minerals Pty Ltd was sold on 17 June 2020. For reporting purposes, Deep Blue
was held as an investment for the period.
On
14 February 2020, the Company
established Whale Head Minerals Pty Ltd. This Company has remained
dormant since the date of incorporation to the end of the reporting
period. On 30 September 2021, the
Company’s investment partner Kazera Global Investments Plc
(“Kazera”) (AIM:KZG) acquired a 60% interest in Whale Head Minerals
Pty Ltd.
The
financial information for the reporting period includes that of
Tectonic Gold Plc and its controlled entities for the whole
reporting period.
FINANCIAL
ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
Investments
are initially measured at fair value plus directly attributable
incidental acquisition costs.
Subsequently,
they are measured at fair value in accordance with IFRS 9. This is
either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is
quoted.
Investments
are recognised as financial assets at fair value through the profit
or loss. Gains and losses on measurement are recognised in other
comprehensive income except for impairment losses and foreign
exchange gains and losses on monetary items denominated in a
foreign currency, until the assets are derecognised, at which time
the cumulative gains and losses previously recognised in other
comprehensive income are recognised in the income
statement.
The
Company assesses at each year-end date whether there is any
objective evidence that a financial asset or group of financial
assets classified as available-for-sale has been impaired. An
impairment loss is recognised if there is objective evidence that
an event or events since initial recognition of the asset have
adversely affected the amount or timing of future cash flows from
the asset. A significant or prolonged decline in the fair value of
a security below its cost shall be considered in determining
whether the asset is impaired.
INVESTMENTS
In the
Company’s separate financial statements, investments in
subsidiaries are accounted for at cost less impairment
losses.
JOINT
VENTURE
A joint
venture is an arrangement that the Group controls jointly with one
or more other investors, and over which the Group has rights to a
share of the arrangement’s net assets rather than direct rights to
underlying assets and obligations for underlying liabilities. A
joint arrangement in which the Group has direct rights to
underlying assets and obligations for underlying liabilities is
classified as a joint operation.
FOREIGN
CURRENCIES
The Group
and Company’s financial statements are presented in the currency of
the primary economic environment in which it operates (its
functional currency). For the purpose of these financial
statements, the results and financial position are expressed in
Pounds Sterling, which is the presentation currency of the Group
and Company.
Each
entity in the Group determines its own functional currency and
items included in the financial statements of each entity are
measured using that functional currency.
Exchange
differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the income
statement.
Exchange
differences arising on the retranslation of non-monetary items
carried at fair value are included in profit or loss for the
period, except for differences arising on the retranslation of
non-monetary items in respect of which gains and losses are
recognised directly in equity.
For such
non-monetary items, any exchange component of that gain or loss is
also recognised directly in equity.
The Group
and Company’s financial statements are presented in the currency of
the primary economic environment in which it operates (its
functional currency). For the purpose of these financial
statements, the results and financial position are expressed in
Pounds Sterling, which is the presentation currency of the Group
and Company.
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Each
entity in the Group determines its own functional currency and
items included in the financial statements of each entity are
measured using that functional currency.
Exchange
differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the income
statement.
Exchange
differences arising on the retranslation of non-monetary items
carried at fair value are included in profit or loss for the
period, except for differences arising on the retranslation of
non-monetary items in
respect of which gains and losses are recognised directly in
equity.
For such
non-monetary items, any exchange component of that gain or loss is
also recognised directly in equity.
When a
decline in the fair value of a financial asset has been previously
recognised in other comprehensive income and there is objective
evidence that the asset is impaired, the cumulative loss is removed
from other comprehensive income and recognised in the income
statement. The loss is measured as the difference between the cost
of the financial asset and its current fair value less any previous
impairment.
For the
purpose of presenting the Group and Company financial statements,
the assets and liabilities of any of the Group and Company’s
operations that are overseas are translated at exchange rates
prevailing
on the
year-end date.
Income
and expense items are translated at the average exchange rates for
the period.
Any
translation differences on consolidation are recognised in Other
Comprehensive Income.
TAXATION
The tax
expense represents the sum of the tax currently payable and
deferred tax.
The tax
currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement
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 Group’s liability for current tax
is calculated using tax rates that have been enacted or
substantively enacted by the year end date.
The
research and development tax incentive claim is recognised as
income tax revenue in the period in which it is received unless
management assess that at the year end the likelihood of receipt is
probable.
Deferred
tax is the tax expected to be payable or recoverable on temporary
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
balance sheet liability method.
Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences 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 tax
profit nor the accounting profit.
Deferred
tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and
interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
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 where they relate to income taxes levied by the
same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
EXPLORATION
AND EVALUATION EXPENDITURE
Exploration
expenditure incurred is accumulated in respect of each identifiable
area of interest, net of any related grant income received. These
costs are only carried forward to the extent that they are expected
to be recovered through the successful development or sale of the
area or where activities in the area have not yet reached a stage
which permits reasonable assessment of the existence of
economically recoverable reserves.
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accumulated
costs in relation to an abandoned area are written off in full
against profit or loss in the year in which the decision to abandon
the area is made. When production commences, the accumulated costs
for the relevant area of interest are amortised over the life of
the area according to the rate of depletion of the economically
recoverable reserves. A regular review is undertaken of each area
of interest to determine the appropriateness of continuing to carry
forward costs in relation to the area of interest.
Exploration
and evaluation assets are assessed for impairment annually or when
facts and circumstances suggest that the carrying amount of an
asset may exceed its recoverable amount in accordance with IFRS
6.
PROPERTY,
PLANT AND EQUIPMENT
Items of
property, plant and equipment are recorded at cost and depreciated
as outlined below:
Depreciation
of Property, Plant and Equipment
Depreciation
is calculated on a straight-line basis to write off the net cost of
each item of property, plant and equipment over its expected useful
life for the entity. Estimates of remaining useful lives are made
on a regular basis for all assets with annual reassessments for
major items. The expected useful lives are as follows: Plant and
equipment - 5 years.
IMPAIRMENT
OF PROPERTY, PLANT & EQUIPMENT
At each
financial year end date, the Company reviews the carrying amounts
of its Property, Plant and Equipment to determine whether there is
any indication that those assets have suffered an impairment loss.
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.
Where the
asset does not generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
If the
recoverable amount of an asset or cash-generating unit is estimated
to be less than its carrying amount, the carrying amount of the
asset or cash-generating unit is reduced to its recoverable amount
and the impairment loss is recognised as an expense
immediately.
When an
impairment loss subsequently reverses, the carrying amount of the
asset or cash-generating unit is increased to the revised estimate
of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset or
cash-generating unit in prior years.
A
reversal of an impairment loss is recognised as income immediately,
unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
NON-CURRENT
ASSETS (OR DISPOSAL GROUPS) HELD-FOR-SALE AND DISCONTINUED
OPERATIONS
Non-current
assets (or disposal groups) are classified as assets held for sale
when their carrying amount is to be recovered principally through a
sale transaction and a sale is considered highly probable. They are
stated at the lower of carrying amount and fair value less costs to
sell. A discontinued operation is a component of the Group that is
classified as held for sale and that represents a separate line of
business or geographical area of operations. The results of
discontinued operations are presented separately in the
Consolidated Statement of Profit and Loss and Other Comprehensive
Income.
REVENUE
RECOGNITION
Revenue
is measured at the fair value of the consideration received or
receivable and represents the amount receivable for goods supplied
or services rendered, net of returns, discounts and rebates allowed
by the group and value added taxes.
The
Company’s primary activities are exploration, research and
development and as such it does not have, nor expect to have,
regular revenue. The Company and its subsidiaries may make
application for certain grants or other funding available to
support exploration, research and development in the jurisdiction
in which it operates.
It may
not be possible to estimate either the likelihood of success in any
funding applications submitted or whether a successful application
will be supported by full or partial funding. As such the Company
does not recognise any grant or other funding until the funds have
been received.
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The
Company may from time to time divest partially or fully a
subsidiary and any gains made on the sale of a subsidiary are
recognised as revenue when they are received.
The
Company may from time to time divest fully or partially an
investment in another company and any gains made on the sale of the
investment are recognised as other gains or losses when they are
received.
TRADE
RECEIVABLES, LOANS AND OTHER RECEIVABLES
Trade
receivables, loans and other receivables that have fixed or
determinable payments that are not quoted in an active market are
classified under ‘loans and receivables. Loans and receivables are
measured at amortised cost using the effective interest method,
less any impairment. Interest income is recognised by applying the
effective interest rate, except for short term receivables when the
recognition of interest would be immaterial.
Other
receivables, that do not carry any interest, are measured at their
nominal value as reduced by any appropriate allowances for
irrecoverable amounts.
CASH
AND CASH EQUIVALENTS
Cash and
cash equivalents comprise cash on hand and other short-term bank
deposits.
FINANCIAL
LIABILITIES
Financial
liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. Financial
liabilities are classified as either financial liabilities ‘at
FVTPL’ or ‘other 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. Subsequent measurement is at
amortised cost using the effective interest method. The Group’s
financial liabilities include trade and other payables.
A
financial liability is held
for trading if
it meets one of
the following conditions:
•
It is
incurred principally for the purpose of repurchasing it in the near
term;
•
On
initial recognition it is part of a portfolio of identified
financial instruments that are managed together and for which there
is evidence of a recent actual pattern of short-term profit-taking;
or
•
It is a
derivative (except for a derivative that is a financial guarantee
contract or a designated and effective hedging
instrument).
There
were no financial liabilities ‘at FVTPL’ during the current, or
preceding, period.
OTHER
FINANCIAL LIABILTIES AND SHORT-TERM BORROWINGS
Interest-bearing
loans and overdrafts are recorded at the proceeds received, net of
direct issue costs.
Finance
charges are accounted for on an accruals basis in profit or loss
using the effective interest rate method and are added to the
carrying amount of the instrument to the extent that they are not
settled in the period in which they arise. Other short-term
borrowings being intercompany loans and unsecured convertible loan
notes issued in the year are recognised at amortised cost net of
any financing or arrangement fees.
TRADE
PAYABLES
Trade
payables are initially measured at fair value and subsequently
measured at amortised cost using the effective interest method,
less provision for impairment.
SHARE-BASED
PAYMENTS
The
Company has applied the requirements of IFRS 2 Share-based
Payment.
The
Company operates an equity-settled share-based payment scheme under
which share options are issued to certain
employees.
Equity-settled
share-based payments are measured at fair value (excluding the
effect of non-market-based vesting conditions) at the date of
grant.
The fair
value determined at the grant date of the equity-settled
share-based
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
payments
is expensed on a straight-line basis over the vesting period, based
on the Company’s estimate of shares that will eventually vest and
adjusted for the effect of non-market-based 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.
EQUITY
INSTRUMENTS INCLUDING SHARE CAPITAL
Equity
instruments issued by the Company are recorded at the proceeds
received, net of incremental costs attributable to the issue of new
shares.
An equity
instrument is any contract that evidences a residual interest in
the assets of a company after deducting all of its liabilities.
Equity instruments issued by the Company are recorded at the
proceeds received net of direct issue costs.
Share
capital represents the amount subscribed for shares at nominal
value.
The share
premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium, net of any
related income tax benefits. Any bonus issues are also deducted
from share premium.
The
reverse takeover reserve represents the adjustment to reflect the
reverse takeover of Signature Gold Pty Ltd.
The
foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial
statements of foreign subsidiaries on consolidation.
The
warrant reserve represents the fair value of warrants granted to
employees and suppliers for services provided to the Group. The
fair value of warrants is expensed over the vesting period or
during the period in which the services are received.
Accumulated
losses include all current and prior period results as disclosed in
the Statement of Profit and Loss and Other Comprehensive
Income.
CRITICAL
ACCOUNTING JUDGEMENTS AND ESTIMATIONS
In the
application of the Company’s accounting policies, the Directors are
required to make judgements, estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
The
estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognised in the
period. Judgements and estimates that may affect future periods are
as follows:
SHARE
BASED PAYMENTS
The
calculation of the fair value of equity-settled share-based awards
and the resulting charge to the Statement of Profit and Loss and
Other Comprehensive Income requires assumptions to be made
regarding future events and market conditions. These assumptions
include the future volatility of the Company’s share price. These
assumptions are then applied to a recognised valuation model in
order to calculate the fair value of the awards. The charge to the
Statement of Profit and Loss and Other Comprehensive Income for the
reporting period is £Nil (2023: £Nil).
TREATMENT
OF EXPLORATION AND EVALUATION COSTS
Exploration
expenditure incurred is accumulated in respect of each identifiable
area of interest, net of any related grant income received. These
costs are only carried forward to the extent that they are expected
to be recovered through the successful development or sale of the
area or where activities in the area have not yet reached a stage
which permits reasonable assessment of the existence of
economically recoverable reserves. The carrying value carried
forward at 30 June 2024 is £3,216,838
(2023: £3,219,562).
-
SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accumulated
costs in relation to an abandoned area are written off in full
against profit in the year in which the decision to abandon the
area is made. When production commences, the accumulated costs for
the relevant area of interest are amortised over the life of the
area according to the rate of depletion of the economically
recoverable reserves. A regular review is undertaken of each area
of interest to determine the appropriateness of continuing to carry
forward costs in relation to the area of interest.
The value
of the Group’s exploration and evaluation expenditure will be
dependent upon the success of the Group in discovering economic and
recoverable mineral resources. It is also dependent on the Group
successfully renewing its licences.
The
future revenue flows relating to these assets is uncertain and will
also be affected by competition, relative exchange rates and
potential new legislation and related environmental
requirements.
TREATMENT
OF DRILLING PREPAYMENT
The
continued recognition of the prepayment of £327,952 (2023:
£332,602) in respect of future drilling services, as detailed in
note 16, requires assumptions to be made in respect of the timing
of the use of the drilling services. The Directors are required to
assess the factors influencing the continued recognition of the
prepayment asset, including the impact of the farm-in agreement,
signed in the year, and external factors such as success of future
drilling programs.
-
SEGMENTAL
INFORMATION
The Chief
Operating Decision Maker of the Group is the Board of Directors.
The Group operates in one industry segment being mineral
exploration. Information is therefore shown for geographical
segments.
All
additions to intangible assets occurred in the Australian reporting
segment.
2024
|
|
AUSTRALIA
|
UNALLOCATED
|
TOTAL
|
|
|
£
|
£
|
£
|
Revenue
|
|
-
|
-
|
-
|
Total
segment revenue
|
|
-
|
-
|
-
|
Segment
net profit/loss before tax, depreciation and
amortisation
|
|
29,532
|
(181,785)
|
(234,445)
|
Depreciation
and amortisation
|
|
-
|
-
|
-
|
Net
profit/(loss) before income tax
|
|
29,532
|
(181,785)
|
(234,445)
|
Income
tax benefit
|
|
82,192
|
-
|
82,192
|
Net
profit/(loss) after income tax
|
|
29,532
|
(181,785)
|
(147,224)
|
Segment
non-current assets at 30 June 2024
|
|
3,216,838
|
3
|
3,216,841
|
Segment
total assets at 30 June 2024
|
|
3,582,801
|
35,984
|
3,618,785
|
Segment
total liabilities at 30 June 2024
|
|
172,323
|
439,006
|
611,329
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
AUSTRALIA
|
UNALLOCATED
|
TOTAL
|
|
|
£
|
£
|
£
|
Revenue
|
|
-
|
-
|
-
|
Total
segment revenue
|
|
-
|
-
|
-
|
Segment
net profit/loss before tax, depreciation and
amortisation
|
|
(165,983)
|
(355,734)
|
(521,717)
|
Depreciation
and amortisation
|
|
(2,599)
|
-
|
(2,599)
|
Net
profit/(loss) before income tax
|
|
(168,582)
|
(355,734)
|
(524,316)
|
Income
tax benefit
|
|
-
|
-
|
-
|
Net
loss after income tax
|
|
(168,582)
|
(355,734)
|
(524,316)
|
Segment
non-current assets at 30 June 2023
|
|
3,219,562
|
3
|
3,219,565
|
Segment
total assets at 30 June 2023
|
|
3,567,345
|
130,290
|
3,697,635
|
Segment
total liabilities at 30 June 2023
|
|
176,640
|
359,979
|
536,619
|
All
additions to intangible assets occurred in the Australian reporting
segment.
FAIR VALUE GAIN
ON FINANCIAL ASSETS AT FVTPL
|
|
CONSOLIDATED
|
|
|
|
2024
|
2023
|
|
|
£
|
£
|
Gain on
sale of 60% interest in Whale Head Minerals
|
|
|
-
|
26,450
|
|
|
|
-
|
26,450
|
|
|
|
|
|
-
LOSS BEFORE
INCOME TAX
|
|
CONSOLIDATED
|
|
|
|
2024
|
2023
|
|
|
£
|
£
|
Loss
before income tax is stated after (charging)/crediting:
|
|
|
|
|
Staff
costs as per Note 7
|
|
|
(80,000)
|
(80,000)
|
Depreciation
of property plant and equipment
|
|
|
-
|
(2,599)
|
Net
foreign exchange loss
|
|
|
(2,750)
|
(180,079)
|
-
AUDITORS’
REMUNERATION
|
|
|
CONSOLIDATED
|
|
|
|
2024
|
2023
|
|
|
£
|
£
|
The
analysis of auditors’ remuneration is as follows:
|
|
|
|
|
Fees paid
to Moore Kingston Smith LLP for:
|
|
|
|
|
-
Audit-related
assurance services
|
|
|
45,000
|
40,000
|
|
|
|
|
|
Fees paid
to Sayer Butterworth for:
|
|
|
|
|
-
Taxation
compliance services
|
|
|
2,100
|
4,734
|
|
|
|
|
|
Fees paid
to auditor of Signature Gold Pty Ltd, MNSA for:
|
|
|
|
|
-
Audit-related
assurance services
|
|
|
13,930
|
14,114
|
-
Taxation
compliance services
|
|
|
6,293
|
14,361
|
|
|
|
20,223
|
28,475
|
|
|
|
|
|
-
STAFF
COSTS
|
|
CONSOLIDATED
|
|
|
|
2024
|
2023
|
|
|
£
|
£
|
The
average monthly number of employees (including directors) for the
continuing operations was:
|
|
|
|
|
Total
staff
|
|
|
4
|
4
|
Director’s
fees accrued for the year ended 30 June 2024 and 2023
(i)
|
|
|
80,000
|
80,000
|
Directors
fees settled in equity for the year ended 30 June 2024 and 2023
(ii)
|
|
|
-
|
-
|
|
|
|
80,000
|
80,000
|
|
|
|
(i)
Pursuant
to letters of engagement, each of the Directors of the Company are
eligible to receive director fees of £20,000 each per annum,
however such fees were not paid in the current or prior period and
these remain unpaid.
(ii)
On
10 February 2022, the Company issued
10,521,707 fully paid shares to Directors in total in lieu of cash
payments for fees amounting to £143,333
for the
period 1 July 2019 to 30 June 2021.
Details
of Directors’ remuneration
Details
of the nature and amount of each element of the emoluments of each
of the key management personnel of the Group for the reporting
period ended 30 June 2024 and
30 June 2023 respectively are set out
in the tables below.
For period to
30 June 2024
|
|
SHORT-TERM BENEFITS
|
|
POST-EMPLOYMENT
BENEFITS
|
|
NAME
|
|
FEES ACCRUED
£
|
EQUITY
£
|
PENSION
£
|
TOTAL
£
|
DIRECTORS
|
|
|
|
B
Fulton
|
|
20,000
|
-
|
-
|
20,000
|
B
Boynton
|
|
20,000
|
-
|
-
|
20,000
|
S
Quinn
|
|
20,000
|
-
|
-
|
20,000
|
D
Edmonds
|
|
-
|
-
|
-
|
-
|
J
Robbeson
|
|
20,000
|
-
|
-
|
20,000
|
Total
|
|
80,000
|
-
|
-
|
80,000
|
For period to
30 June 2023
|
|
SHORT-TERM BENEFITS
|
|
POST-EMPLOYMENT
BENEFITS
|
|
NAME
|
|
FEES ACCRUED
£
|
EQUITY
£
|
PENSION
£
|
TOTAL
£
|
DIRECTORS
|
|
|
|
B
Fulton
|
|
20,000
|
-
|
-
|
20,000
|
B
Boynton
|
|
20,000
|
-
|
-
|
20,000
|
S
Quinn
|
|
20,000
|
-
|
-
|
20,000
|
D
Edmonds
|
|
20,000
|
-
|
-
|
20,000
|
Total
|
|
80,000
|
-
|
-
|
80,000
|
-
TAXATION
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
|
|
Tectonic
Gold PLC
|
|
|
|
|
|
|
Analysis
of tax expense
|
|
|
|
|
|
|
Current
tax expense/(credit)
|
|
|
-
|
-
|
|
|
Total tax
expense (income)
|
|
|
-
|
-
|
|
|
Loss
before tax
|
|
|
(181,785)
|
(355,734)
|
|
|
Tax
charge
|
|
|
-
|
-
|
|
|
Total tax
expense/(income)
|
|
|
-
|
-
|
|
|
Signature
Gold Pty Ltd
|
|
|
|
|
|
|
Analysis
of tax expense
|
|
|
|
|
|
|
Current
tax expense/(credit)
|
|
|
-
|
-
|
|
|
Research
and Development tax credit
|
|
|
(82,192)
|
-
|
|
|
Total tax
income
|
|
|
(82,192)
|
-
|
|
|
|
|
|
|
|
|
|
Loss
before tax
|
|
|
(52,659)
|
(168,582)
|
|
|
Tax at
the Australian corporation tax rate of 28% (2023: 25%)
|
|
|
(14,745)
|
(42,146)
|
|
|
Effects
of:
|
|
|
|
|
|
|
-
Other
non-allowable items
|
|
|
-
|
706
|
|
|
-
Deferred
tax asset on temporary differences
|
|
|
1,552
|
(62)
|
|
|
-
Tax
effect of tax losses not recognised as benefits including tax
effect of differences in the standard rate of tax in different
jurisdictions
|
|
|
13,193
|
41,502
|
|
|
-
Research and Development Tax Incentive credit
|
|
|
(82,192)
|
-
|
|
|
Total tax
income
|
|
|
(82,192)
|
-
|
|
|
Consolidated
|
|
|
|
|
|
|
Current
tax expense/(credit)
|
|
|
-
|
-
|
|
|
Research
and Development tax credit
|
|
|
(82,192)
|
-
|
|
|
Total tax
income
|
|
|
(82,192)
|
-
|
|
|
Loss
before tax
|
|
|
(234,444)
|
(524,316)
|
|
|
Tax
charge at the domestic rates applicable to profits in the country
concerned
|
|
|
(58,611)
|
(99,620)
|
|
|
Other
non-allowable items
|
|
|
-
|
706
|
|
|
Deferred
tax asset on temporary differences
|
|
|
21,552
|
(62)
|
|
|
Tax
effect of tax losses not recognised as benefits including tax
effect of differences in the standard rate of tax in different
jurisdictions
|
|
|
37,059
|
98,976
|
|
|
Research
and Development Tax Incentive credit
|
|
|
(82,192)
|
-
|
|
|
Total tax
expense/(income)
|
|
|
(82,192)
|
-
|
|
|
No
deferred tax asset has been recognised in respect of the losses. At
the end of the reporting period the Group had unused tax losses of
£41,809,739 (2023: £41,902,190). Where it is anticipated that
future taxable profits will be available against which these losses
will be utilised, a deferred tax asset is recognised. The total
taxation charge in future periods will be affected by any changes
to the corporation tax rates in force in the countries in which the
Group operates.
|
|
|
|
|
|
|
|
|
|
|
-
LOSS PER
SHARE
The basic
loss per share is based on the loss for the year divided by the
weighted average number of shares in issue during the reporting
period. The weighted average number of ordinary shares for the
reporting period assumes that all shares have been included in the
computation based on the weighted average number of days since
issue.
|
|
|
|
2024
|
2023
|
|
|
£
|
£
|
Loss for
the year attributable to owners of the Company
|
|
|
(152,253)
|
(524,316)
|
Weighted
average number of ordinary shares in issue for basic
earnings
|
|
957,188,591
|
957,188,591
|
Weighted
average number of ordinary shares in issue for fully diluted
earnings
|
|
957,188,591
|
957,188,591
|
Loss per
share (pence per share)
|
|
|
|
|
Basic
|
|
|
(0.016)
|
(0.06)
|
Diluted
|
|
|
(0.016)
|
(0.06)
|
As
detailed in note 20 there are 57,838,637 share options which are
anti-dilutive in the year ended 30 June
2024 (2023: 57,838,637). These share options lapsed on
8 September 2024.
-
CASH AND CASH
EQUIVALENTS
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Cash and
cash equivalents
|
65,308
|
123,604
|
33,126
|
122,125
|
The
Directors consider the carrying amount of cash and cash equivalents
approximates to their fair value.
-
TRADE AND OTHER
RECEIVABLES
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Current
|
|
|
|
|
Loan to
subsidiary undertaking
|
-
|
-
|
2,239,446
|
2,247,897
|
GST and
VAT receivable
|
1,306
|
2,062
|
830
|
2,062
|
|
1,306
|
2,062
|
2,240,276
|
2,249,959
|
No
receivables were past due or provided for at the year-end or at the
previous year end. The Directors consider the carrying amount of
trade and other receivables approximates to their fair
value.
The loan
to subsidiary undertaking is unsecured, interest free and repayable
on demand.
-
PROPERTY, PLANT
AND EQUIPMENT
|
|
|
|
CONSOLIDATED
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£
|
£
|
|
Property,
Plant and Equipment
|
|
|
|
|
|
|
-
At
cost
|
|
|
|
11,917
|
11,917
|
|
-
Less
accumulated depreciation
|
|
|
|
(11,917)
|
(11,917)
|
|
|
|
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLANT AND EQUIPMENT
2024
£
|
PLANT AND EQUIPMENT
2023
£
|
Carrying
amount at the beginning of the period
|
|
|
|
-
|
2,808
|
Additions
|
|
|
|
-
|
-
|
Depreciation
|
|
|
|
-
|
(2,599)
|
Foreign
exchange
|
|
|
|
-
|
(209)
|
Carrying
amount at the end of the period
|
|
|
|
-
|
-
|
-
EXPLORATION AND
EVALUATION EXPENDITURE
|
|
|
|
CONSOLIDATED
|
|
|
|
|
2024
|
2023
|
|
|
|
|
£
|
£
|
Non-producing
properties
|
|
|
|
|
|
Balance
at the beginning of the period
|
|
|
|
3,219,562
|
3,379,113
|
Exploration
and evaluation expenditure
|
|
|
|
955
|
191,428
|
Impairment
in the year
|
|
|
|
-
|
(100,123)
|
Foreign
exchange
|
|
|
|
(3,679)
|
(250,856)
|
Balance
at the end of the period
|
|
|
|
3,216,838
|
3,219,562
|
The
ultimate recoupment of balances carried forward in relation to
areas of interest still in the exploration or valuation phase is
dependent on successful development, and commercial exploitation,
or alternatively sale of the respective areas.
-
FINANCIAL
ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Investment
in Deep Blue Minerals Pty Ltd
|
1
|
1
|
1
|
1
|
Investment
in Whale Head Minerals Pty Ltd
|
2
|
2
|
2
|
2
|
|
3
|
3
|
3
|
3
|
Whale
Head Minerals Pty Ltd
Whale
Head Minerals Pty Ltd was incorporated on 14
February 2020. On
30 September 2021, Kazera Global Plc
exercised its option to acquire 60% of Whale Head Pty Ltd. The
Company retain a non-diluting 10% shareholding in Whale Head and a
further 30% economic interest via a share sale and loan scheme
under which it sold a 30% interest in Whale Head to a Black
Economic Empowerment (BEE) consortium at
30 June 2024.
As
detailed in note 27 the Company’s remaining interest was sold on
7 August 2024.
Deep
Blue Minerals Pty Ltd
Deep Blue
Minerals Pty Ltd was incorporated on 17
April 2019 and 90% of the Company’s interest in Deep Blue
Minerals Pty Ltd was sold on 17 June
2020. The Company retain a non-diluting interest of 10% in
the Company as at 30 June
2024.
As
detailed in note 27 the Company’s remaining interest was sold on
7 August 2024.
Measurement
of fair value of financial instruments
The
management team of Tectonic Gold perform valuations of financial
items for financial reporting purposes. Valuation techniques are
selected based on the characteristics of each instrument, with the
overall objective of maximising the use of market-based
information.
-
CONTROLLED
ENTITIES
Details
of controlled entities are as follows:
PARENT ENTITY
|
|
COUNTRY OF INCORPORATION
|
|
|
|
|
Tectonic
Gold Plc
167-169
Great Portland Street, Fifth Floor, London
United
Kingdom, W1W 5PF
|
England
and Wales
|
|
|
|
|
CONTROLLED ENTITIES
|
PRINCIPAL ACTIVITIES
|
COUNTRY OF INCORPORATION
|
PERCENTAGE OF ORDINARY SHARES HELD BY THE
COMPANY
|
INVESTMENT HELD BY THE COMPANY
|
INVESTMENT HELD BY THE COMPANY
|
|
|
|
2024
%
|
2023
%
|
2024
£
|
2023
£
|
Signature
Gold Pty Ltd
301/66
Hunter Street, Sydney NSW, Australia 2000
|
Mineral
exploration
|
Australia
|
100
|
100
|
3,605,254
|
3,605,254
|
Signature
Gold Pty Ltd had an original cost of £9,000,000, with an impairment
of £5,394,746 and net book value of £3,605,254 at 30 June 2024 and 30 June
2023. It was converted from a Public Limited Company to a
Private Limited Company on 3 June
2019.
-
OTHER
ASSETS
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Prepayments
|
327,952
|
328,329
|
-
|
-
|
Other
prepayments
|
2,659
|
18,037
|
2,025
|
6,101
|
Security
deposits
|
4,719
|
6,038
|
-
|
-
|
|
335,330
|
352,404
|
2,025
|
6,101
|
In 2018
the Company paid Titeline Drilling Pty Ltd ACN 096 640 201
(Titeline) for future drilling services in accordance with the
heads of agreement dated 28 March
2018 between Titeline, Signature Gold and Tectonic Gold.
Titeline has been engaged to complete 10,000 meters of diamond
drilling to produce core samples for analysis, assay and
metallogenic studies from the Company’s Specimen Hill Project site
near Biloela, Queensland. A review
to be completed after 2,500 metres of drilling has been completed.
However, as at the date of this report the completion program
required to be mutually agreed prior to the credit being applicable
to the remaining 7,500 metres has not been produced and until such
time as this program has been produced, this credit may not be
utilised. As at 30 June 2024, the
balance of the prepayment to Titeline is £327,952 (A$625,386) (2023: £328,329) (A$625,386).
-
TRADE AND OTHER
PAYABLES
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Current
|
|
|
|
|
Trade
payables
|
124,261
|
126,780
|
346
|
7,856
|
Other
payables
|
13,338
|
28,804
|
13,338
|
5
|
Accrued
expenses
|
307,352
|
216,131
|
287,128
|
215,431
|
|
444,951
|
371,715
|
300,812
|
223,292
|
Non-Current
|
|
|
|
|
Other
payables
|
15,077
|
15,094
|
-
|
-
|
|
15,077
|
15,094
|
-
|
-
|
The
Directors consider the carrying amount of trade payables
approximates to their fair value.
The
amount of £16,671
(2023: £nil)
(AUD$31,791) due to Jonathan
Robbeson is included in accrued expenses.
-
BORROWINGS
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Non-Current
|
|
|
|
|
|
|
|
|
|
Loan
payable to director related entities
|
151,302
|
149,810
|
138,192
|
136,685
|
The loans
from 33rd
Degree
Pty Ltd, a company of which Brett
Boynton is a director and majority shareholder, outstanding
at the end of the reporting period and comparative periods do not
accrue interest and are not due to be repaid on or before 12 months
after the end of each reporting period.
The
Directors consider the carrying amount of short-term borrowings
approximates to their fair value.
-
ISSUED
CAPITAL
|
2024
|
2023
|
|
£
|
£
|
Issued
Capital
|
6,126,579
|
6,126,579
|
|
|
|
|
2024
|
2023
|
Ordinary
Fully paid shares – par value 0.01p
|
957,188,591
|
957,188,591
|
Deferred
Shares – par value 0.01p
|
151,149,
391
|
151,149,391
|
|
|
|
Each
ordinary share carries the right to one vote at shareholders’
meetings and is entitled to participate in any dividends or other
distributions of the Company.
Deferred
shares have no rights to receive dividends, no voting rights, no
rights to participate in assets of the Company and the Company has
the power to redeem or repurchase the shares.
-
SHARE BASED
PAYMENTS
The
following share-based payment arrangements were in existence during
the reporting periods ended 30 June
2024 and 30 June
2023:
WARRANTS/OPTIONS SERIES
|
NUMBER GRANTED
|
NUMBER VESTED
|
NUMBER EXERCISED
|
NUMBER LAPSED
|
NUMBER AVAILABLE
|
GRANT DATE
|
EXPIRY DATE
|
VESTING DATE
|
EXERCISE PRICE
|
Series
(ii)
|
65,475,000
|
65,475,000
|
(7,636,363)
|
-
|
57,838,637
|
8-Sep-20
|
8-Sep-24
|
8-Sep-20
|
2.75p
|
|
|
|
|
|
|
|
|
|
|
|
|
The
weighted average remaining contractual life of warrants and share
options outstanding at the end of the reporting period is 0.16
years.
The
option pricing model used below is Black-Scholes model:
INPUTS INTO THE MODEL
|
|
SERIES (ii)
OPTIONS
|
Grant
date share price
|
|
1.3p
|
Exercise
price
|
|
2.75p
|
Expected
volatility*
|
|
30%
|
Dividends
|
|
Nil
|
Warrant/Option
life
|
|
0.16
years
|
Risk-free
interest rate
|
|
4%
|
|
|
|
*Expected
volatility was assumed at 30% as the limited trading in the
Company’s shares makes actual volatility an unreliable
measure
-
RESERVES
|
CONSOLIDATED
|
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Foreign
Currency Translation Reserve
|
|
|
|
|
Opening
balance
|
(157,490)
|
(52,329)
|
-
|
-
|
|
|
|
|
|
Foreign
currency translation
|
(1,308)
|
(105,161)
|
-
|
-
|
Closing
balance
|
(158,798)
|
(157,490)
|
-
|
-
|
Option
Reserve
|
|
|
|
|
Opening
balance
|
588,554
|
588,554
|
588,554
|
588,554
|
Additions
|
-
|
-
|
-
|
-
|
Closing
balance
|
588,554
|
588,554
|
588,554
|
588,554
|
|
|
|
|
|
Reverse
Takeover Reserve
|
|
|
|
|
Opening
balance
|
(57,976,182)
|
(57,976,182)
|
-
|
-
|
Additions
|
-
|
-
|
-
|
-
|
Closing
balance
|
(57,976,182)
|
(57,976,182)
|
-
|
-
|
The
Foreign Currency Translation Reserve is used to record exchange
differences arising from the translation of the financial
statements of foreign subsidiaries on consolidation.
The
Option Reserve represents the fair value of options granted to
employees and suppliers for services provided to the Group. The
fair value of options is expensed over the vesting period or during
the period in which the services are received.
The
Reverse Takeover Reserve represents the adjustment needed to
reflect the reverse takeover of Signature Gold which was completed
on 25 June 2018.
-
CASH FLOW
INFORMATION
For the
purpose of presentation in the statement of cash flows, cash and
cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term,
highly liquid investments with original maturities of three months
or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in
value.
Cash and
cash equivalents at the end of the financial year as shown in the
statement of cash flows is reconciled to the related items in the
statement of financial position as follows:
|
CONSOLIDATED
|
COMPANY
|
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Loss for
the reporting period before taxation
|
(152,253)
|
(524,316)
|
(181,785)
|
(355,734)
|
Add/(deduct):
Non-cash
items
|
|
|
|
|
Depreciation
and amortisation
|
-
|
2,599
|
-
|
-
|
Gain on
sale of VOX shares
|
-
|
(26,450)
|
-
|
(26,450)
|
Impairment
of exploration and evaluation asset
|
-
|
100,123
|
-
|
-
|
Foreign
exchange
|
6,663
|
180,079
|
2,539
|
180,079
|
Change
in assets and liabilities net of the effect of acquisitions and
disposals associated with business
combinations:
|
|
|
|
|
Decrease
in trade and other receivables
|
756
|
19,027
|
1,230
|
14,101
|
(Decrease
/ Increase) in other assets
|
17,074
|
28,525
|
85,913
|
5,509
|
Increase
in trade payables and accruals
|
73,219
|
49,282
|
3,104
|
98,021
|
Net
cash used in operating activities
|
(54,541)
|
(171,131)
|
(88,999)
|
(84,474)
|
|
|
|
|
|
|
Non-cash
financing and investing activities
There
were no non-cash financing and investing activities during the
year.
-
FINANCIAL
INSTRUMENTS
Financial
assets by category
The IFRS
9 categories of financial assets included in the Statement of
Financial Position and the headings in which they are included are
as follows:
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Financial
assets at fair value through profit and loss
|
3
|
3
|
3
|
3
|
Financial
assets at amortised cost:
|
|
|
|
|
Cash and
cash equivalents
|
65,308
|
123,604
|
33,216
|
122,125
|
Trade and
other receivables
|
1,306
|
2,062
|
2,025
|
2,062
|
|
66,614
|
125,666
|
35,241
|
124,187
|
Financial
liabilities by category
The IFRS
9 categories of financial liability included in the Statement of
Financial Position and the headings in which they are included are
as follows:
|
CONSOLIDATED
|
COMPANY
|
|
2024
|
2023
|
2024
|
2023
|
£
|
£
|
£
|
£
|
Financial
liabilities at amortised cost:
|
|
|
|
|
Trade and
other payables
|
444,950
|
386,809
|
295,784
|
222,293
|
Borrowings
|
166,379
|
149,810
|
138,192
|
136,685
|
|
611,329
|
536,619
|
433,976
|
358,978
|
The
following are the Group’s contractual maturities of financial
liabilities, including estimated interest payments:
|
TOTAL CARRYING AMOUNT
£
|
LESS THAN ONE YEAR
£
|
BETWEEN ONE AND FIVE YEARS
£
|
MORE THAN FIVE YEARS
£
|
30
June 2024
|
|
|
|
|
Trade and
other payables
|
460,027
|
444,950
|
15,077
|
-
|
Borrowings
|
151,302
|
-
|
151,302
|
-
|
30
June 2023
|
|
|
|
|
Trade and
other payables
|
386,809
|
371,715
|
15,094
|
-
|
Borrowings
|
149,810
|
-
|
149,810
|
-
|
Capital
risk management
The Group
manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The capital
structure of the Group consists of debt, (previously includes the
borrowings) cash and cash equivalents and equity attributable to
equity holders of the Company, comprising issued capital, reserves
and accumulated losses, all as disclosed in the Statement of
Financial Position.
-
FINANCIAL
INSTRUMENTS (continued)
Financial
risk management objectives
The Group
is exposed to a variety of financial risks which result from both
its operating and investing activities.
The
Group’s risk management is coordinated by the board of directors
and focuses on actively securing the Group’s short to medium term
cash flows by minimising the exposure to financial
markets.
The main
risks the Group is exposed to through its financial instruments are
credit risk, liquidity risk and market price risk.
Foreign
currency risk management
The
Company undertakes transactions denominated in foreign currencies.
Hence, exposures to exchange rate fluctuations arise. Since
25 June 2018. the Company’s major
activity is now investment in Australia through its subsidiary Signature
Gold Pty Ltd, bringing exposure to the exchange rate fluctuations
of GBP/£ Sterling with Australian Dollars.
Exchange
rate exposures are managed within approved policy parameters. The
Company does not enter into forward exchange contracts to mitigate
the exposure to foreign currency.
The
Directors consider the balances most susceptible to foreign
currency movements to be the net assets of Signature Gold Pty Ltd
for the Group.
CONSOLIDATED
|
|
|
2024
AUD
|
2023
AUD
|
Net
Assets of Signature Gold Pty Ltd
|
|
|
2,233,087
|
2,176,772
|
|
|
|
|
|
COMPANY
|
|
|
2024
£
|
2023
£
|
Financial
assets at fair value through profit and loss
|
|
|
3
|
3
|
The
following table illustrates the sensitivity of the value of the
foreign currency denominated assets in regard to the change in AUD
exchange rates.
It
assumes a +/- 15% change in the AUD/GBP exchange rate for the year
ended 30 June 2024
(2023:15%).
Impact
of exchange rate fluctuations
|
|
|
AUD IMPACT
2024
£
|
AUD IMPACT
2023
£
|
Average
movement in exchange rate
|
|
|
15%
|
15%
|
Change
in equity
|
|
|
|
|
Increase
in GBP value
|
|
|
158,795
|
171,421
|
Decrease
in GBP value
|
|
|
158,795
|
171,421
|
Result
for the period
|
|
|
|
|
Increase
in GBP value
|
|
|
1,307
|
(25,287)
|
Decrease
in GBP value
|
|
|
1,307
|
(25,287)
|
Exposure
to foreign exchange rates varies during the year depending on the
volume and nature of foreign transactions. Nonetheless, the
analysis above is considered to be representative of the Group’s
exposure to currency risk.
Interest
rate risk management
The
Group’s exposure to interest rates on financial assets and
financial liabilities is detailed in the liquidity risk management
section of this note. There are no long-term loans or short-term
loans that carry any interest and thus
-
FINANCIAL
INSTRUMENTS (continued)
sensitivity
analyses have not been provided on the exposure to interest rates
for both derivatives and non-derivative instruments during the
year. There would have been no effect on amounts recognised
directly in equity.
Credit
risk management
The
Group's financial instruments, which are subject to credit risk,
are considered to be cash and cash equivalents and trade and other
receivables, and its exposure to credit risk is not material. The
credit risk for cash and cash equivalents is considered negligible
since the counterparties are reputable banks.
The
Group’s maximum exposure to credit risk is £66,615 (2023: £125,663)
comprising other receivables, investments and cash.
Liquidity
risk management
Ultimate
responsibility for liquidity risk management rests with the Board
of Directors, which monitors the Group’s short, medium and
long-term funding and liquidity management requirements on an
appropriate basis. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing
facilities. The Group’s liquidity risk arises in supporting the
trading operations in the subsidiaries, which hopefully will start
to generate profits and positive cash-flows in the short term.
However, as referred to in Note 3 the Group is currently exposed to
significant liquidity risk and needs to obtain external funding to
support the Group going forwards.
-
RELATED PARTY
DISCLOSURES
Group
and the Company
2024
(i)
The
remuneration of the Directors, who are the key management personnel
of the Group, is set out in Note 7.
(ii)
Loans
from the related parties are disclosed in Note 18.
2023
(iii)
The
remuneration of the Directors, who are the key management personnel
of the Group, is set out in Note 7.
(iv)
Loans
from the related parties are disclosed in Note 18.
-
CAPITAL
COMMITMENTS
Exploration
Lease Expenditure Commitments
In order
to maintain the Company’s tenements in good standing with
Queensland Mines and Energy, the Company will be required to incur
exploration expenditure under the terms of each licence. It is
likely that the granting of new licences and changes in the terms
of each licence will change the expenditure commitment from time to
time.
|
2024
|
2023
|
£
|
£
|
Payable:
|
|
|
-
within
one year
|
93,891
|
136,406
|
-
later
than one year but not later than five years
|
84,551
|
470,107
|
|
178,442
|
606,513
|
-
CONTINGENT
ASSETS AND LIABILITIES
There are
no contingent assets or liabilities noted by the Group at
30 June 2024.
-
EVENTS AFTER
THE REPORTING PERIOD
On 7 August 2024 the Company
completed the sale of its remaining interests in Deep Blue Minerals
Pty Ltd and Whale Head Minerals Pty Ltd to Kazera Global Plc. Cash
consideration of US$150,000 has been
received and 27,110,947 Kazera shares are being issued in
settlement of the sale.
On 14 August 2024 Signature Gold Pty
Ltd, the Company’s 100% owned subsidiary, received a cash refund of
AUD$172 609 from the Australian Government under its research and
development funding program.
Other than as stated elsewhere in this report, the Directors are
not aware of any other matters or circumstances at the date of this
report that have significantly affected or may significantly affect
the operations, the results of the operations or the state of
affairs of the Company in subsequent financial years.