Mineral
and Financial Investments Limited
Audited
Full Year Financial Results and NAV for Period ended 30 June
2024
HIGHLIGHTS
·
Fiscal Year-end
Net Asset Value £11.45M (FYE: 30/6/24) up 21.5%, from £9.42M (FYE:
30/6/23)
·
Net Asset Value
Per Share ("NAVPS") FD 29.1p, up 19.8%, from 24.3p (FYE:
30/6/23)
·
Net Asset Value
has increased at Compound Annual Growth Rate of 27.8% since 30 June
2018
·
Investment
Portfolio now totals £11.6m, up 30.5%, Year/Year from £8.9M (FY:
30/6/23)
·
NAVPS growth has
exceeded that of the FTSE 350 Mining index and of the S&P GSCI
since 2018
Camana Bay, Cayman Island - 19
November 2024 - Mineral & Financial
Investments (LSE-AIM: MAFL)
("M&F" or the "Company") is very pleased to announce its
audited Net Asset value and audited results on its activities for
the 12 months ended 30 June 2024.
CHAIRMAN'S
COMMENTS
During the 12-month period ending
30 June 2024, your company generated Gross Income of £2.567 million
which translated into a Pre-Tax Profit of £2.053 million. Net
Profit after tax for the full year was £2.005 million or 5.4p per
share basic, or 5.3p per share on a Fully Diluted ("FD") basis for
the period. At the year-end of 30 June 2024, our Net Asset Value
(NAV) was £11.445 million an increase of 21.5% from the 30 June
2023 NAV of £9.423 million. The NAV per share - fully diluted
(NAVPS-FD) as of 30 June 2024 was 29.1p, up 19.9% from the 30 June
2023 NAVPS-FD of 24.3p. Since 30 June 2018, our NAV has appreciated
on average by 27.8% annually. We continue to be effectively debt
free, with working capital of £11.6 million.
Summary of Financial
Performance (Fig. 1)
|
30 June
2018
|
30 June
2019
|
30 June
2020
|
30 June
2021
|
30 June
2022
|
30 June
2023
|
30 June
2024
|
'18- '24 CAGR
(%)
|
Net Asset Value ('000)
|
£2,623
|
£5,114
|
£5,474
|
£6,438
|
£7,454
|
£9,423
|
£11,445
|
27.8%
|
Fully diluted NAV p/s
|
7.5p
|
14.5p
|
15.5p
|
18.2p
|
20.0p
|
24.3p
|
29.1p
|
25.4%
|
After a series of challenging
years for the metals and mining sector, we believe 2024 to have
been the turning point. No longer are US dollar denominated
commodities fighting the headwinds of a rising US dollar, as
measured by the DXY Index. The DXY Index, a trade weighted index of
the US dollar composed of USD vs. six foreign currencies, was up
2.9% during our reported fiscal year, and has since given up that
gain, declining by more than 3% since our year end. This nominally
favours US denominated commodities. Cost inflation coupled with
rising interest rates; mediocre metal price performance resulted in
"peak apathy" for the sector by investment markets in 2023.
Under-capitalized junior exploration companies will take some time
to recapitalize themselves and, we believe, take some time to
recover. However, we are beginning to see the "green shoots" of a
recovery for the sector, we noted in last year's Annual Report to
shareholders that we believed that some encouraging signs were
manifesting themselves. The FTSE 350 Mining Index was up 2.1%
Yr./Yr. for the period ending 30 June 2024 (Fig.4). The
S&P / Goldman Sachs Commodity Index (see Fig.4) was also up by
7% during our fiscal period.
Regular readers of our Annual
Report to shareholders will be aware that we normally refer to the
International Monetary Fund's ("IMF") bi-annual economic forecasts
as a yardstick for global economic performance. It is a consistent,
not necessarily more accurate, attempt to measure and estimate
global economic performance. We believe that the IMF's economic
forecast provides a clear picture of the best-informed consensus
estimates there are for global economic performance.
Using this forecast, the industry
has experienced slowing World growth (Fig. 2) from a COVID stimulus
recovery high of 6% in 2021 to an estimated 3.3% in 2024 and 3.2%
in 2025. A level of stable global growth forecasted by the IMF is a
good foundation for the mining sector. In 2022 World Consumer
Prices (Fig. 4) peaked at an 8.7% increase and is currently
expected to gradually decline to 4.2% globally in 2025 - However,
it should be noted that "Advanced Economies" ("AE") have been more
successful in reducing its inflationary pressures than the
"Emerging Markets and Developing Economies" ("EM&DE"). The IMF
forecasts that consumer prices growth for the AE's in 2025 will be
down 72.6% to 2.0% from 2022 levels. The EM&DE are expected by
the IMF to have consumer price growth of 5.9% in 2025, a reduction
of 39.8% form the post COVID peak of 9.8%. We believe that this
could impact their currency's values. Offsetting their lingering
inflation is that EM&DE are expected to continue to grow
steadily by 4.2% in each of 2024 and 2025, 133% fast than "Advanced
Economies".
IMF - WORLD ECONOMIC
OUTLOOK[1]
(Fig.
2)
October 2023
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024(e)
|
2025 (f)
|
World Output
|
3.6%
|
2.8%
|
-3.1%
|
6.0%
|
3.5%
|
3.3%
|
3.3%
|
3.2%
|
World Output -
Advanced Economies
|
2.3%
|
1.7%
|
-4.5%
|
5.2%
|
2.6%
|
1.7%
|
1.8%
|
1.8%
|
Emerging Markets and
Developing Economies
|
4.5%
|
3.7%
|
-2.1%
|
6.6%
|
4.1%
|
4.4%
|
4.2%
|
4.2%
|
World Consumer Prices
|
3.6%
|
3.5%
|
3.2%
|
4.7%
|
8.7%
|
6.7%
|
5.8%
|
4.2%
|
Consumer Prices -
Advanced Economies
|
2.0%
|
1.4%
|
0.7%
|
3.1%
|
7.3%
|
4.6%
|
2.6%
|
2.0%
|
Emerging Markets and
Developing Economies
|
4.9%
|
5.1%
|
5.1%
|
5.9%
|
9.8%
|
8.3%
|
7.9%
|
5.9%
|
In 2024, after M&F's FYE, we
finally saw the US Federal Reserve Board (the "Fed") reduce the Fed
Fund rate by 50 basis points on 18 September 2024. The cut was
later in the year than many had expected, and the size of this
singular rate cut to date in 2024 was at the high end of the 25bp
to 50 bp expectations. However, since this Fed cut was announced,
10 yr. US Treasury yields are up 86bp (4.47% vs 3.61%) providing us
with a sense that another rate cut in 2024 is less likely. US
Inflation in September, as measured by the CPI was +2.4% (down from
+2.5% in August 2024), continuing its slowing decline. The
September CPI increase was slightly higher than expectations.
Moreover, CPI remains above the Fed.'s target level of 2.0%.
As 75% of the September CPI rise was food and housing costs, there
is still a risk of secondary upwards pressure in wage demands to
offset these cost rises. Moreover, inflation has echoes, in as much
as after a period of inflation there are secondary and tertiary
waves of inflation as there are efforts for wages to catch-up to
cost inflation. Our view, though not popular, is that rates are
unlikely to be returning to the historically low levels seen in the
past 5 years. We base our planning on rates remaining in this
current range. It is noteworthy to recall that since 1871 US long
rates have averaged 4.49%. Additionally, the US federal
government's deficit as a percent of GDP is expected to be
7.0%[2] in 2024. This deficit, and the
Fed's slow unwinding of the various stimulus initiatives since
2007, must be funded in the global bond markets. Barring any
unexpected social-military-economic events, the so-called "black
swan" events, we will adhere to the belief that a reversion to this
long-term average interest rate for US long rates is a prudent
assumption. The net result is that we believe that the US dollar is
not likely to outperform other currencies and be positive for
commodity prices in 2024.
There has been diminished
correlation in equity market performance during the period. Chinese
markets have declined reflecting the slower economic growth of
China during the past decade. However, since our 30 June 2024 year
end the Chinese government has initiated some economic stimulus
policies that have propelled the CSI 300 and the Hang Seng indices
upwards. Underperforming Asian equity markets have outperformed the
other major indices we follow (Fig. 3) after our year-end. Asian
economic growth is necessary to aid metal prices out of their
doldrums. The US Equity market valuation, as measured by the
S&P 500 P/E Index, had another strong year, rising 22.7%
Yr./Yr. during our fiscal period, despite US interest rates rising
during the period by about 14.5% (e.g. 10 yr. US Treasuries were
yielding 4.4.% vs 3.84% one year prior).
Global Stock Index
performance (Fig.3)
|
30/06/2024
|
30/06/2023
|
Yr/Yr %
Ch.
|
Shanghai Shenzhen CSI
300
|
3462
|
3842
|
-9.9%
|
Standard & Poor 500
|
5460
|
4450
|
22.7%
|
Euro Stoxx 50
|
4892
|
4399
|
11.2%
|
Hang Seng
|
17719
|
18916
|
-6.3%
|
FTSE 100
|
8164
|
7532
|
7.9%
|
Nikkei 225
|
39583
|
33189
|
19.3%
|
Source: Bloomberg LLP
CHIEF EXECUTIVE'S OFFICER'S
REPORT
Your company generated gross
profit of £2.568 million during the year the fiscal year ending 30
June 2024, a 7.3% improvement from the previous year's gross profit
of £2.394 million. The pre-tax profit for the full fiscal year, was
improved by 30.3% to £2.054 million versus last year's operating
profit of £1.576 million. Net Income after tax for the full year
period ending 30 June 2024, was £2.005 million as compared to
£1.550 million for the previous fiscal year. The per share earnings
for the full year were 5.4p (basic) or 5.3p (FD), from 2.6p (basic)
and 2.4p (FD) for the 2023 fiscal year. The overall cash and
investment portfolios increased to £11.8 million or by 21.2% on a
year over year basis from £9.7 million.
Indexed Performance of
M&F NAV and NAVPS
vs. Various Performance
Yardsticks (Fig. 4)
During our fiscal year global
commodity price performances (Fig. 5) were broadly up. Precious
metals were up with gold rising 21.1%, while silver was up 27.8%
and platinum was up 10.1%. Base metals were also generally up, the
notable exception being nickel, declining 13.7% during our fiscal
year, ending 30 June 2024. Indonesia is now the world's
largest producer of nickel, producing 1.8Mt in 2023 from 345K in
2017 (+422%). The entirety of the world's oversupply in 2023/24 is
wholly accountable from the leap in Indonesian
production.
Price Performance of Various
Commodities & Indices (Fig.5)
Commodity
|
2019
(30 June)
|
2020
(30 June)
|
2021
(30 June)
|
2022
(30 June)
|
2023
(30 June)
|
2024
(30 June)
|
% Ch. 2024 vs.
2023
|
CAGR
2019 -2024
|
Gold (US$/oz)
|
1,389
|
1,784
|
1,784
|
1,809
|
1,920
|
2,325
|
21.1%
|
10.9%
|
Silver (US$/oz)
|
15.30
|
18.30
|
26.15
|
19.80
|
22.76
|
29.09
|
27.8%
|
13.7%
|
Platinum (US$/oz)
|
837
|
828
|
1083
|
881
|
903
|
994
|
10.1%
|
3.5%
|
Copper (US$/t)
|
5,969
|
6,120
|
9,279
|
7,901
|
8,257
|
9648
|
16.8%
|
10.1%
|
Nickel (US$/t)
|
12,670
|
13,240
|
18,172
|
23,229
|
19,869
|
17,154
|
(13.7%)
|
6.2%
|
Aluminium (US$/t)
|
1,779
|
1,598
|
2,514
|
2,659
|
2,104
|
2,524
|
20.0%
|
7.2%
|
Zinc (US$/t)
|
2,575
|
2,043
|
2,899
|
3,147
|
2,369
|
2,938
|
24.0%
|
2.7%
|
Lead (US$/t)
|
1,913
|
1,770
|
2,301
|
1,899
|
2,126
|
2,190
|
3.0%
|
2.7%
|
Uranium (US$/t)
|
54,454
|
71,871
|
70,768
|
108,027
|
124,561
|
187,968
|
50.9%
|
28.1%
|
WTI (US$/Bbl.)
|
60.06
|
40.39
|
75.25
|
107.86
|
70.64
|
81.54
|
15.4%
|
6.3%
|
Trade Weighted USD
|
96.56
|
96.68
|
92.66
|
105.09
|
102.91
|
105.87
|
2.9%
|
1.9%
|
FTSE 350 Mining Index
|
20,080
|
17,714
|
22,585
|
9,810
|
10,161
|
10,379
|
2.1%
|
(12.4%)
|
In FY 2024 zinc reversed its FY
2023 price decline, by rising 24% in the period. Zinc markets were
impacted by supply chain issues. The International Lead and Zinc
Study Group (ILZSG) expects a 164,000-ton deficit in Zinc supply in
2024. Aluminium was up 20% during our fiscal period due in large
part to curtailment of Russian supplies associated with export
sanctions against Russia. Although we suspect there is some Russian
Aluminium making its way through sanctions, nevertheless any
lifting of sanctions would increase global supplies. Uranium
pricing benefited from the creation of several physical
U3O8 investment funds, and ETF's as well as
from increased energy insecurity resulting from energy shortfalls
caused by the Russian/Ukrainian conflict. We admit to having missed
the boom in the Lithium market and chose not to chase the sector.
Lithium prices have declined. We have purchased the shares of a
lithium explorer and post FYE 2024 we acquired shares in a lithium
producer. The share price of the latter has benefitted from Rio
Tinto announcing the US$6.7B acquisition of Arcadium
Lithium.
We have been overweight in
precious metals relative to overall industry weightings. Since last
year in our internal calculation of commodity weightings we have
chosen to split the Luca Mining, a polymetallic producer, between
precious metals and base metals, as it produces zinc, copper, lead,
silver and gold. Secondly, we also concluded that as so much damage
has been inflicted on the balance sheets of exploration companies,
that they will lag the sector. Thirdly we have concluded that the
commodity prices will move before the underlying producer will,
therefore we have seized the opportunity to invest in 660 oz gold
bullion at US$1,750/oz of gold. Lastly, we are actively attempting
to increase our Copper weighting by adding producers to our
portfolio.
As can be seen in Fig. 7, our cash
holdings would appear to be below our desired range of 10% of NAV.
However, if you include the deferred gold delivery contracts to our
£140K of actual cash, our "cash and bullion" would be £1.354
Million (i.e. 3.5p per share). The spot gold price on 30 June
2024, was US$2,325/oz, today gold's spot price is 14% higher at
US$2,650. This would mean that our June 30 "cash and bullion"
holding, if valued at today's gold price, would be worth £1.523
Million (i.e. 4.1p per share). Our over-weighting of precious
metals, specifically bullion, significantly aided our NAV
performance. I expect that our cash holdings will return to a ratio
closer to our target range around 10% of NAV by this time next year
and that our gold bullion holdings will have been
monetized.
If our expectations are correct
and we are entering into a gentle, but long term, corrective period
for the US dollar and US markets. On this basis, we believe this
should see gold performing well from its current $2,650/oz spot
price, followed by the large gold producers, thereafter by the
smaller producers, and lastly by the exploration companies. When a
sector has been out of favour, but its fundamentals are improving -
the larger cap companies will receive the first wave of investments
attention, followed by mid-caps and the small caps are last to
benefit from the markets' attention. We are increasingly
confident that copper firstly, and base metals secondarily will
provide metal price performance in 2025. However, the share
performance of the underlying mining companies has been very
volatile, but on an upward trend.
Commodity Class Investment
Allocation as at FYE 2024 vs. 2023
(Fig.
6)
INVESTMENT COMMODITY
CLASSES
|
Q4-2024
(£,000)
|
Q4-2023
(%)
|
Q4-2023
(£,000)
|
Q4-2023
(%)
|
FYE 2023/
2022 % Ch
|
Cash
|
£139.8
|
1.2%
|
£795.6
|
8.2%
|
-82.4%
|
Precious Metal &
Minerals
|
£6,321.2
|
53.7%
|
£3,868.7
|
39.8%
|
63.4%
|
Base Metals
|
£4,240.7
|
36.0%
|
£3,943.7
|
39.5%
|
10.3%
|
Food, Energy, Services &
Tech
|
£1,080.6
|
9.2%
|
£1,212.4
|
12.5%
|
-10.9%
|
Total investments
|
£11,782.3
|
100.0%
|
£9,720.4
|
100.0%
|
21.2%
|
Precious metals represent 53.7% of
our asset allocation as of 30 June 2024, up significantly from
48.2% of our NAV in 2023. However, if our deferred gold bullion
investment is excluded from the Precious Metals and considered to
be part of our cash and near cash - The Precious Metal commodity
class would be 44.1%, a slight decline from last year's 48.2% of
total investments. Additionally, if our Cash category included the
deferred gold bullion contracts, then our "cash" holding would be
11.2% of total investments. Base metals now represent 36.0% versus
31.6% of our investable assets. Food Energy and Technology declined
as a percentage of our total investable assets to 9.2%, but also on
an absolute dollar amount, due to selling some energy
investments. This year we saw a reversal of the
underperformance of mining share indices relative to the underlying
commodity prices. Between 30 June 2024, and 30 September 2024, the
FTSE 350 Mining Index rose 9.97%, while the S&P Goldman Sachs
Commodity Index was up 2.98%.
INVESTMENT
PORTFOLIOS
We always have high expectations,
and we have yet to exceed these expectations. Nevertheless, FYE
2024 has been a year of improving performance for many mining
investment funds, including our own. Our performance in 2024 was
both absolutely and relatively good. Our NAV rose 21.5% year over
year, while NAVPS rose by 19.9% Yr./Yr. These results exceed the
performance yardsticks by which we measure our performance as can
be seen in Fig. 10.
The broader equity markets rose
during our fiscal year: The Euro Stoxx 50 was up a second year in a
row, rising by 11.2%; The S&P 500, also rising a second year in
a row, being up 22.7% yr./yr. as of 30 June 2024, the CSI 300
(Shanghai) was down 9.9%, while the FTSE 100 did earn a gain of
7.9%. The more specific comparable measures, such as - the
S&P/TSX Global Mining Index was up 11.0% during our fiscal
period, while FTSE 350 Mining Index, comprised of smaller market
mining companies, was up 2.2%.
M&F Investable Capital
2024-2023
(Fig.7)
(£,000)
|
2024
|
2023
|
2024 As % of Inv.
Capital
|
% Ch. 2024 vs.
2023
|
Strategic
|
£7,524.2
|
£6,721.3
|
63.9%
|
11.9%
|
Tactical
|
£4,118.3
|
£2,203.5
|
34.9%
|
86.9
|
Cash
|
£139.8
|
£795.6
|
1.2%
|
-82.4%
|
Total
|
£11,782.3
|
£9.720.4
|
100.0%
|
21.2%
|
CASH
As a percentage of Total Investments: 1.2%
Our liquidity as of 30 June 2024,
was £140,000, a decline of 82.4% from the £796,000 as at the end of
fiscal 2023. During the period we provided finance for an investee
company (Golden Sun Resources) that had nearly completed its mill
(now completed and in production) but was capital constrained and
required some additional capital to complete and commission the
mill. Additionally, we were bullish on the gold bullion. As a
solution, we agreed to acquire gold bullion, to be delivered 6
months later either the physical gold bullion or the financial
equivalent, once the mill was in production. As security for these
deferred Gold Delivery Contracts, we were provided the pledge of
143 hectares (i.e. 359 acres) of land overlooking the Pacific Ocean
as security if GSR defaults on the obligation. Our normal objective
is to keep the cash somewhere between 5% and 20% of our "Investable
Capital" so that we may take advantage of investment opportunities
quickly when they present themselves. Since 2017 our cash holding
has averaged around 10%. Moreover, as a rule of thumb we like to
have a combined value of our Cash and the Tactical portfolio to
range between 25% and 60% depending on our level of market
conviction. For the past 3 years that Tactical Portfolio and
cash have been at 38.4% as of the end of 2021, we ended 2022 at
35.5% of Investable Capital and as at FYE 2023 we were at 33%. On
30 June 2024 our cash and Tactical Portfolio totalled 35.7%
of Investable Capital. On 30 June 2024 our Tactical and Cash
holdings were 35.7% of Investable Capital. Our current stance is
that the greatest performance risk is underexposure to the mining
sector. As the mining cycle evolves, our objective will be to
gradually advance to a higher cash & tactical holding as we
monetize our strategic investments and marshal our cash holdings to
protect our overall performance record.
TACTICAL
PORTFOLIO
As a percentage of Total Investments: 34.9%
The Tactical portfolios increased
by 13.4% to end the year at £4,118.3M. Tactical Investments
increased in part because of performance and the deployment of cash
into deferred gold delivery agreements. We are finally experiencing
an abatement of the market's bearish sentiment towards mining
companies, and selectively there have been some rises in
valuations. Our early commitment to gold bullion has been
timely. Elsewhere mining stocks have performed better than in the
past several years, but that is not a very high bar. Inflation, and
more specifically mining cost inflation has pushed metal prices
upwards as the industry's breakeven levels have increased. The
immediate impact has been on commodity prices. Latterly, as
companies attempted to manage cost inflation we have begun to see
some positive share price movement. With regards to gold,
several factors are aiding its performance: 1. A weaker US dollar.
2. Increased global socio-political risk in the Middle east, and
the nearly three-year-old Ukrainian-Russia conflict persisting long
beyond the initially expected resolution. 3. Continued economic
anxiety. The tactical portfolio now comprises 17 distinct
investments of our total portfolio.
STRATEGIC PORTFOLIO
As a percentage of Total
Investments: 63.9%
Our Strategic Portfolio are longer
term holdings, that we strongly believe will outperform given
sufficient time and capital. We believe we made these "Strategic"
investments at the bottom of the cycle. These investments were in
out-of-favour assets that we considered to have high return
potential but were, we acknowledge, higher risk and less liquid. We
believe our competitive advantage was that we were capable and
willing to invest where and when others would, or could, not invest
in what we believe are good geologic assets. We believe that
the best return to risk ratio is to invest in good assets when
these are out of favour. Our Strategic Portfolio now totals
£7,777.1M and represents 64.4% of our Net Investable funds. The
Strategic Portfolio was up 52.8% yr/yr in FY 2024. The next
phase of our strategy is to gradually monetize these investments
when and where it makes sense and redeploy these funds into more
liquid investments that are out of favour but have strong long term
investment merits.
A more detailed description of the
investment holdings and their performance is available in the
annual report, which will be available on the M&F Internet site
within a day of this Press release
Posting of Annual Report and Notice of AGM
The Company will be posting the
Annual Report and Accounts, including the Notice of Annual General
Meeting ("AGM") on or around 22 November 2024 and will be made
available on the Company's website: www.mineralandfinancial.com.
The AGM will be held at 11:00 a.m.
on 18 December 2024 at Stockley Park, The Square, 6-9 The
Square, Stockley Park, Heathrow, Uxbridge London, UB11 1FW,
UK
FINANCIAL
STATEMENTS
Consolidated Income Statement
|
|
Year ended
30 June
2024
|
Year
ended
30 June
2023
|
|
Notes
|
£'000
|
£'000
|
|
|
|
|
|
Investment income
|
|
20
|
119
|
|
Fee revenue
|
|
-
|
-
|
|
Net (losses)/gains on disposal of
investments
|
|
(239)
|
2,108
|
|
Net change in fair value of
investments
|
|
2,786
|
167
|
|
|
|
|
|
|
|
|
2,567
|
2,394
|
|
|
|
|
|
|
Operating expenses
|
3
|
(444)
|
(452)
|
|
Share based payment
expense
|
|
(17)
|
(136)
|
|
Other gains and losses
|
5
|
(53)
|
(230)
|
|
Profit before taxation
|
|
2,053
|
1,576
|
|
|
|
|
|
|
Taxation expense
|
6
|
(48)
|
(26)
|
|
|
|
|
|
|
Profit for the year from
continuing operations and total comprehensive income, attributable
to owners of the
Company
|
|
2,005
|
1,550
|
|
|
|
|
|
|
|
|
|
|
|
Profit per share attributable
to owners of the
Company during the year from continuing
and total operations:
|
7
|
Pence
|
Pence
|
|
|
|
|
|
|
Basic (pence per share)
|
|
5.4
|
4.4
|
|
Fully diluted (pence per
share)
|
|
5.3
|
4.0
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Financial
Position
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
Financial assets held at fair
value through profit or loss
|
8
|
11,643
|
8,925
|
Trade and other
receivables
|
10
|
19
|
25
|
Cash and cash
equivalents
|
|
141
|
796
|
|
|
11,803
|
9,746
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
Trade and other
payables
|
11
|
195
|
194
|
Convertible unsecured loan
notes
|
12
|
10
|
10
|
|
|
205
|
204
|
NET CURRENT ASSETS
|
|
11,598
|
9,542
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
Deferred tax provision
|
13
|
(153)
|
(119)
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
11,445
|
9,423
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
15
|
3,116
|
3,114
|
Share premium
|
15
|
6,203
|
6,182
|
Loan note equity
reserve
|
16
|
6
|
6
|
Reserve for employee share
schemes
|
17
|
222
|
228
|
Capital reserve
|
|
15,736
|
15,736
|
Retained earnings
|
|
(13,838)
|
(15,843)
|
Equity attributable to
owners of the Company
and total equity
|
|
11,445
|
9,423
|
The financial statements were approved by the
Board and authorised for issue on 19 November 2024
Consolidated Statement of Changes in Equity
|
Share
capital
|
Share
premium
|
Reserve for employee
share schemes
|
Loan note
reserve
|
Capital
reserve
|
Accumulated
losses
|
Total
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
At 30 June 2022
|
3,099
|
5,914
|
92
|
6
|
15,736
|
(17,
393)
|
7,454
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
1,550
|
1,550
|
Share based payment
expense
|
-
|
-
|
136
|
-
|
-
|
-
|
136
|
Issues of equity
|
15
|
268
|
-
|
-
|
-
|
-
|
283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2023
|
3,114
|
6,182
|
228
|
6
|
15,736
|
(15,843)
|
9,423
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
-
|
2,005
|
2,005
|
Share based payment
expense
|
-
|
-
|
17
|
-
|
-
|
-
|
17
|
Issue of equity on exercise of
Restricted Stock Units
|
2
|
21
|
(23)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2024
|
3,116
|
6,203
|
222
|
6
|
15,736
|
(13,838)
|
11,445
|
Consolidated Statement of Cash Flows
|
|
Year ended
30 June
2024
|
Year
ended
30 June
2023
|
|
Notes
|
£'000
|
£'000
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
Profit before taxation
|
|
2,053
|
1,576
|
Adjustments for:
|
|
|
|
Loss/(profit) on disposal of
trading investments
|
|
239
|
(2,108)
|
Fair value gain on trading
investments
|
|
(2,786)
|
(167)
|
Investment income
|
|
(20)
|
(119)
|
Share based payment
expense
|
|
17
|
136
|
Tax paid
|
|
(14)
|
-
|
Operating cash flow
before working capital changes
|
|
(511)
|
(682)
|
(Increase)/decrease
in trade and other receivables
|
|
6
|
(7)
|
Increase/(decrease)
in trade and other payables
|
|
1
|
69
|
Net cash outflow from operating
activities
|
|
(504)
|
(620)
|
INVESTING ACTIVITIES
|
|
|
|
Purchase of financial
assets
|
|
(1,563)
|
(3,783)
|
Disposal of financial
assets
|
|
1,392
|
4,396
|
Investment income
|
|
20
|
39
|
Net cash (outflow)/inflow from
investing activities
|
|
(151)
|
652
|
FINANCING ACTIVITIES
|
|
|
|
Proceeds of share
issues
|
|
-
|
282
|
Net cash inflow from
financing activities
|
|
-
|
282
|
|
|
|
|
Net (decrease)/increase in cash
and cash equivalents
|
|
(655)
|
315
|
Cash and cash equivalents as at 1
July
|
|
796
|
481
|
|
|
|
|
Cash and
cash equivalents as at 30 June
|
|
141
|
796
|
|
|
|
|
|
Notes to the Financial Statements
1
|
1. general information
|
|
The Company was incorporated as a
Corporation in the Cayman Islands which does not prescribe the
adoption of any particular accounting framework. The Board has
therefore adopted International Financial Reporting Standards as
adopted by the United Kingdom. The Company's shares are listed on
the AIM market of the London Stock Exchange. The Company is
exempt from the requirement to prepare, and file audited financial
statements under Cayman Islands law, so the Group consolidated
financial statements have been prepared without the inclusion of
parent company information.
The Company is an investment
company, mainly investing in natural resources, minerals, metals,
and oil and gas projects. The registered office of the
Company is as detailed in the Company Information on page
2.
These financial statements are
prepared in pounds sterling which is the
Company's functional and presentational currency
and rounded to the nearest £'000.
|
2
|
2. PRINCIPAL ACCOUNTING
POLICIES
|
|
BASIS OF
PREPARATION
The financial statements have been
prepared under the historical cost convention, and in
accordance with
International Financial
Reporting Standards ("IFRS"), as adopted by the United
Kingdom, and International Financial Reporting
Interpretations Committee ("IFRIC")
interpretations. All accounting standards
and interpretations
issued by
the International
Accounting Standards Board and IFRIC effective for the periods covered by these financial statements have been applied.
The principal accounting policies
of the Company are set out below and have been consistently applied
to all periods.
BASIS OF CONSOLIDATION
The Group financial
statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiaries). Control is
achieved where the Company has the power to govern the financial
and operating policies of an entity so as to obtain benefits from
its activities. The subsidiaries have a reporting date of 30
June.
The results of subsidiaries
acquired or disposed of during the year are included in the
consolidated statement of comprehensive income from the effective
date of acquisition or up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are
made to the financial statements of subsidiaries to bring their
accounting policies in line with those used by other members of the
Group. All intra-group transactions, balances, income and expenses
are eliminated in full on consolidation.
Non-controlling interests in the
net assets of consolidated subsidiaries are identified separately
from the Group's equity therein. Non-controlling interests consist
of the amount of those interests at the date of the original
business combination and the minority's share of changes in equity
since the date of the combination. Losses applicable to the
non-controlling interests in excess of the minority's interest in
the subsidiary's equity are recorded as a debit to non-controlling
interest regardless of whether there is an obligation in the part
of the holders of non-controlling interests for losses.
|
|
GOING
CONCERN
The Directors have prepared cash
flow forecasts through to 31 December 2025 which assume no
significant investment activity is undertaken unless sufficient
funding is in place to undertake the investment activity. The
expenses of the Group's continuing operations are minimal, and the
cash flow forecasts demonstrate that the Group is able to meet its
obligations as they fall due. The directors have also
considered the impact of Covid-19 and have concluded that there are
no material factors which are likely to affect the ability of the
Group to continue as a going concern, as a result of the cash
reserves in place and given the Group's ongoing costs. On this
basis, the Directors have a reasonable expectation that the Group
has adequate resources to continue operating for the foreseeable
future. For this reason they continue to adopt the going
concern basis in preparing the Group's financial
statements.
|
|
KEY ESTIMATES AND
ASSUMPTIONS
Estimates and assumptions used in
preparing the financial statements are reviewed on an on-going
basis and are based on historical experience and various other
factors that are believed to be reasonable under the
circumstances. The results of these estimates and assumptions
form the basis of making judgments about carrying values of assets
and liabilities that are not readily apparent from other
sources:
SHARE BASED PAYMENTS
The calculation of the fair value
of equity-settled share-based awards and the resulting charge to
the statement of 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.
FAIR VALUE OF FINANCIAL
INSTRUMENTS
The Group holds investments that
have been designated as held at fair value through profit or loss
on initial recognition. The company determines the fair value of
quoted financial instruments using quoted prices in active markets
for identical assets or liabilities (level 1). Where practicable
the Company determines the fair value of the financial instruments
that are not quoted (Level 3) using the most recent bid price at
which a transaction has been carried out. These techniques are
significantly affected by certain key assumptions, such as market
liquidity. Other valuation methodologies such as discounted
cash flow analysis assess estimates of future cash flows and it is
important to recognise that in that regard, the derived fair value
estimates cannot always be substantiated by comparison with
independent markets and, in many cases, may not be capable of being
realised immediately.
|
|
CHANGES IN ACCOUNTING POLICIES AND
DISCLOSURES
The Company and its subsidiaries
("the Group") has adopted all new and amended accounting standards
and interpretations as adopted by the United Kingdom (IFRSs) for
the reporting periods beginning on or after 1 July 2023.
The Directors have reviewed all
new Standards and Interpretations that have been issued but are not
yet effective for the year ended 30 June 2024. As a result of this
review, the Directors have determined that there is no material
impact of the new and revised Standards and Interpretations on the
Group and, therefore, no change is necessary to Group accounting
policies.
|
|
INVESTMENT INCOME
Dividend income from financial
assets at fair value through profit or loss is recognised in the
statement of comprehensive income on an ex-dividend basis. Interest
on fixed interest debt securities, designated at fair value through
profit or loss, is recognised using the effective interest rate
method.
|
|
|
|
2
|
2. PRINCIPAL ACCOUNTING
POLICIES (continued)
|
|
TAXATION
Current income tax assets and/or
liabilities comprise those obligations to, or claims from, fiscal
authorities relating to the current or prior reporting period, that
are unpaid at the balance sheet date. They are calculated according
to the tax rates and tax laws applicable to the fiscal periods to
which they relate, based on the taxable result for the year. All
changes to current tax assets or liabilities are recognised as a
component of tax expense in the income statement.
Deferred income taxes are
calculated using the liability method on temporary differences.
This involves the comparison of the carrying amounts of assets and
liabilities in the consolidated financial statements with their
respective tax bases. However, deferred tax is not provided
on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability, unless the related
transaction is a business combination or affects tax or accounting
profit. In addition, tax losses available to be carried
forward as well as other income tax credits to the Group are
assessed for recognition as deferred tax assets.
Deferred tax liabilities are
always provided for in full. Deferred tax assets are recognised to
the extent that it is probable that they will be able to be offset
against future taxable income. Deferred tax assets and liabilities
are calculated, without discounting, at tax rates that are expected
to apply to their respective period of realisation, provided they
are enacted or substantively enacted at the balance sheet
date.
Most changes in deferred tax
assets or liabilities are recognised as a component of tax expense
in the income statement. Only changes in deferred tax assets or
liabilities that relate to a change in value of assets or
liabilities that is charged directly to equity are charged or
credited directly to equity.
|
|
FINANCIAL ASSETS
The Group's financial assets
comprise investments held for trading, cash and cash equivalents
and loans and receivables, and are
recognised in the Group's statement of financial position when the
Group becomes a party to the contractual provisions of the
instrument.
|
|
FINANCIAL ASSET
INVESTMENTS
CLASSIFICATION OF FINANCIAL
ASSETS
The Group holds financial assets
including equities and debt securities.
On the initial recognition, the
Group classifies financial assets as measured at amortised cost or
fair value through profit or loss("FVTPL"). A financial asset
is measured at amortised cost if it meets both of the following
conditions and is not designated as at FVTPL:
· It is
held within a business model whose objective is to hold assets to
collect contractual cash flows; and
· its
contractual terms give rise on specific dates to cash flows that
are Solely Payments of Principal and Interest (SPPI).
All other financial assets of the
Group are measured at FVTPL.
|
2
|
2. PRINCIPAL ACCOUNTING
POLICIES (continued)
|
|
BUSINESS MODEL
ASSESSMENT
In making an assessment of the
objective of the business model in which a financial asset is held,
the Company considers all of the relevant information on how the
business is managed, including:
· the
documented investment strategy and the execution of this strategy
in practice. This includes whether the investment strategy focuses
on earning contractual interest income, maintaining a particular
interest rate profile, matching the duration of the financial
assets to the duration of any related liabilities or expected cash
outflows or realised cash flows through the sale of the
assets;
· how
the performance of the portfolio is evaluated and reported to the
Company's management;
· the
risks that affect the performance of the business model (and the
financial assets held within that business model) and how those
risks are managed;
· how
the investment advisor is compensated e.g. whether compensation is
based on the fair value of the assets managed or the contractual
cashflows collected
IFRS 9 subsection B4.1.1-B4.1.2
stipulates that the objective of the entity's business model is not
based on management's intentions with respect to an individual
instrument, but rather determined at a higher level of aggregation.
The assessment needs to reflect the way that an entity manages its
business.
The company has determined that it
has two business models.
· Held-to-collect business model: this includes cash and cash
equivalents, balances due from brokers and other receivables. These
financial assets are held to collect contractual cash
flows.
· Other
Business model: this includes structured finance products, equity
investments, investments in unlisted private equities and
derivatives. These financial assets are managed and their
performance is evaluated, on a fair value basis with frequent sales
taking place in respect to equity holdings.
If the credit risk on a financial
instrument has increased significantly since initial recognition,
the loss allowance is equal to the lifetime expected credit losses.
If the credit risk has not increased significantly, the loss
allowance is equal to twelve month expected credit
losses.
|
|
VALUATION OF FINANCIAL ASSET
INVESTMENTS
Investment transactions are
accounted for on a trade date basis. Assets are de-recognised
at the trade date of the disposal. Assets are sold at their fair
value, which comprises the proceeds of sale less any transaction
cost. The valuations in respect of unquoted investments (Level 3
financial assets) are explained in note 8. Changes in the
fair value of investments held at fair value through profit or loss
and gains and losses on disposal are recognised in the consolidated
statement of comprehensive income as "Net gains/(losses) on
investments". Investments are initially measured at fair value plus
incidental acquisition costs. Subsequently, they are measured at
fair value. This is either the bid price or the last traded price,
depending on the convention of the exchange on which the investment
is quoted.
|
|
CASH AND CASH
EQUIVALENTS
Cash and cash equivalents comprise
cash on hand and demand deposits, together with other short-term,
highly liquid investments that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of
changes in value.
|
|
TRADE AND OTHER
RECEIVABLES
Trade receivables are initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any allowance for
expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has
applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure
the expected credit losses, trade and other receivables have been
grouped based on days overdue.
Generally there are no trade
receivables.
Other receivables are
recognised at amortised cost, less any allowance for expected
credit losses.
|
2
|
2. PRINCIPAL ACCOUNTING POLICIES
(continued)
|
|
EQUITY
An equity instrument is any
contract that evidences a residual interest in the assets of the
company after deducting all of its liabilities. Equity instruments
issued by the Company are recorded at the proceeds received net of
direct issue costs.
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.
The share option reserve
represents the cumulative cost of share-based payments.
The loan note reserve represents
the value of the equity component of the nominal value of the loan
notes issued.
The capital reserve represents
amounts arising in connection with reverse acquisitions.
Retained earnings include all
current and prior period results as disclosed in the statement of
comprehensive income.
|
|
FINANCIAL LIABILITIES
Financial liabilities are
recognised in the Group's balance sheet when the Group becomes a
party to the contractual provisions of the instrument. All
interest related charges are recognised as an expense in finance
cost in the income statement using the effective interest rate
method.
The Group's financial liabilities
comprise convertible loan notes, and trade and other
payables.
The fair value of the liability
portion of the convertible loan notes is determined using a market
interest rate for an equivalent non-convertible loan note.
This amount is recorded as a liability on an amortised cost basis
until extinguished on conversion or maturity of the loan
notes. The remainder of the proceeds is allocated to the
conversion option, which is recognised and included in
shareholders' equity, net of tax effects.
Trade payables are recognised
initially at their fair value and subsequently measured at
amortised cost less settlement payments.
|
|
SHARE BASED PAYMENTS
The Group operates equity settled
share-based remuneration plans for the remuneration of its
employees.
All services received in exchange
for the grant of any share-based remuneration are measured at their
fair values. These are indirectly determined by reference to the
fair value of the share options awarded. Their value is appraised
at the grant date and excludes the impact of any non-market vesting
conditions (for example, profitability and sales growth
targets).
Share based payments are
ultimately recognised as an expense in the income statement with a
corresponding credit to retained earnings in equity, net of
deferred tax where applicable. If vesting periods or other vesting
conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options
expected to vest. Non-market vesting conditions are included in
assumptions about the number of options that are expected to become
exercisable. Estimates are subsequently revised, if there is any
indication that the number of share options expected to vest
differs from previous estimates. No adjustment is made to the
expense or share issue cost recognized in prior periods if fewer
share options ultimately are exercised than originally
estimated.
Upon exercise of share options,
the proceeds received net of any directly attributable transaction
costs up to the nominal value of the shares issued are allocated to
share capital with any excess being recorded as share
premium.
Where share options are cancelled,
this is treated as an acceleration of the vesting period of the
options. The amount that otherwise would have been recognised
for services received over the remainder of the vesting period is
recognised immediately within profit or loss.
|
|
|
|
2
|
2. PRINCIPAL ACCOUNTING POLICIES
(continued)
|
|
FOREIGN CURRENCIES
The Directors consider Sterling to
be the currency that most faithfully represents the economic
effects of the underlying transactions, events and
conditions. The financial statements are presented in
Sterling, which is the Company's functional and presentation
currency.
Foreign currency transactions are
translated into Sterling using the exchange rates prevailing at the
date of the transactions. Foreign currency exchange gains and
losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are recognised in the
income statement. Non-monetary items that are measured at
historical costs in a foreign currency are translated at the
exchange rate at the date of the transaction. Non-monetary
items that are measured at fair value in a foreign currency are
translated into the functional currency using the exchange rates at
the date when the fair value was determined.
|
|
SEGMENTAL REPORTING
A segment is a distinguishable
component of the Group's activities from which it may earn revenues
and incur expenses, whose operating results are regularly reviewed
by the Group's chief operating decision maker to make decisions
about the allocation of resources and assessment of performance and
about which discrete financial information is available.
As the chief operating decision
maker reviews financial information for and makes decisions about
the Group's investment activities as a whole, the directors have
identified a single operating segment, that of holding and trading
in investments in natural resources,
minerals, metals, and oil and gas projects. The directors
consider that it would not be appropriate to disclose any
geographical analysis of the Group's investments.
|
3
|
OPERATING PROFIT
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Profit from operations is arrived at after charging:
|
|
|
|
Directors' fees
|
105
|
105
|
|
Other salary costs
|
-
|
23
|
|
Share based payment
expense
|
17
|
136
|
|
Registrar's fees
|
34
|
36
|
|
Corporate adviser and broking
fees
|
26
|
37
|
|
Other professional fees
|
167
|
197
|
|
Foreign exchange
differences
|
53
|
230
|
|
Other administrative
expenses
|
90
|
34
|
|
Fees payable to the Group's
auditor:
|
|
|
|
For the audit of the Group's
consolidated financial statements
|
22
|
20
|
|
|
514
|
818
|
4
|
EMPLOYEE REMUNERATION
|
|
The expense recognised for
employee benefits is analysed below; the Group has no employees
other than the directors of the parent company and its subsidiary;
average number of employees, including executive directors, 2
(2023, 2):
|
|
|
2024
£'000
|
2023
£'000
|
|
Wages and salaries
|
105
|
127
|
|
Share based payment
expense
|
17
|
136
|
|
|
122
|
263
|
|
Details of Directors' employee
benefits expense are included in the Report on
Remuneration.
|
|
Remuneration for key management of
the Company, including amounts paid to Directors of the Company, is
as follows:
|
|
|
2024
£'000
|
2023
£'000
|
|
Short-term employee
benefits
|
105
|
105
|
|
Share based payment
expense
|
11
|
118
|
|
|
116
|
223
|
5
|
OTHER GAINS AND LOSSES
|
|
|
2024
£'000
|
2023
£'000
|
|
Foreign currency exchange
differences
|
(53)
|
(230)
|
|
|
(53)
|
(230)
|
6
|
INCOME TAX EXPENSE
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Deferred
tax charge relating to unrealised gains on investments
|
34
|
26
|
|
Other tax
payable
|
14
|
-
|
|
|
48
|
26
|
|
The tax on the Group's profit
before tax differs from the theoretical amount that would arise
using the weighted average rate applicable to the results of the
Consolidated entities as follows:
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Profit before tax from continuing
operations
|
2,053
|
1,576
|
|
Profit before tax multiplied by
rate of federal and cantonal tax in Switzerland of 14.6% (2023:
14.6%)
|
300
|
230
|
|
Less abatement in respect of
long-term investment holdings
|
(252)
|
(207)
|
|
Unrelieved tax losses
|
-
|
-
|
|
Under/(overprovided) in previous
period
|
-
|
3
|
|
Total tax
|
48
|
26
|
7
|
EARNINGS
PER SHARE
|
|
The basic and diluted earnings per
share are calculated by dividing the profit attributable to owners
of the Company by the weighted average number of ordinary shares in
issue during the year.
|
|
|
|
2024
|
2023
|
|
|
|
£'000
|
£'000
|
|
Profit attributable to owners of
the Company
|
|
|
|
|
- Continuing and total
operations
|
|
2,005
|
1,550
|
|
|
|
2024
|
2023
|
|
Weighted average number of shares
for calculating basic earnings per share
|
|
37,091,117
|
35,611,416
|
|
Weighted average number of shares
for calculating fully diluted earnings per share
|
|
38,188,380
|
38,511,416
|
|
Earnings per share from continuing
and total operations
|
|
|
|
|
- Basic (pence per
share)
|
|
5.4
|
4.4
|
|
- Fully diluted (pence per
share)
|
|
5.3
|
4.0
|
8
|
INVESTMENTS HELD AT FAIR VALUE
THROUGH PROFIT OR LOSS
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
|
|
|
|
1 July - Investments at fair
value
|
8,925
|
7,183
|
|
Cost of investment
purchases
|
1,563
|
3,783
|
|
Proceeds of investment
disposals
|
(1,392)
|
(4,396)
|
|
Profit on disposal of
investments
|
(239)
|
2,108
|
|
Fair value adjustment
|
2,786
|
167
|
|
Accrued interest on loan
notes
|
-
|
80
|
|
30 June - Investments at fair
value
|
11,643
|
8,925
|
|
Categorised as:
|
|
|
|
Level 1 - Quoted
investments
|
2,951
|
3,835
|
|
Level 3 - Unquoted
investments
|
8,692
|
5,090
|
|
|
11,643
|
8,925
|
|
The Group has adopted fair value
measurements using the IFRS 13 fair value hierarchy.
Categorisation within the
hierarchy has been determined on the basis of the lowest level of
input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1 - valued using quoted
prices in active markets for identical assets.
Level 2 - valued by reference to
valuation techniques using observable inputs other than quoted
prices included in Level 1.
Level 3 - valued by reference to
valuation techniques using inputs that are not based on observable
market criteria.
|
|
LEVEL 3 investments
Reconciliation of Level 3 fair
value measurement of investments
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Brought forward
|
5,090
|
4,946
|
|
Purchases
|
1,022
|
307
|
|
Proceeds of investment
disposals
|
-
|
(238)
|
|
Profit on disposal of
investments
|
-
|
90
|
|
Fair value adjustment
|
2,580
|
(15)
|
|
Carried forward
|
8,692
|
5,090
|
|
Level 3, unquoted investments are
valued on the basis of the last fund raise, except for Redcorp
where the value has been based on the net present value of the cash
flows from the project. Valuation techniques used by the
Group are explained on page 32 (Fair value of financial
instruments)
The Group's largest Level 3
investment is Redcorp Empreendimentos Mineiros LDA
("Redcorp").
REDCORP EMPREENDIMENTOS MINEIROS
LDA
Redcorp is a Portuguese exploration
development and mining company whose main asset is the
Polymetallic) Lagoa Salgada Volcanogenic Massive Sulphide (VMS)
Project, which has resources of zinc, lead, copper, gold, silver,
tin, and indium.
|
8
|
INVESTMENTS HELD AT FAIR VALUE
THROUGH PROFIT OR LOSS (Continued)
|
|
In June 2018, TH Crestgate entered
into an agreement with Ascendant Resources Inc ("Ascendant") under
which Ascendant initially acquired 25% of the equity in Redcorp for
a consideration of US$2.45 million, composed of US$1.65 million in
Ascendant shares and US$800,000 in cash.
The second part of the Agreement
was an Earn-in Option under which Ascendant had the right to earn a
further effective 25% interest via staged payments amounting to
US$3.5 million. In addition, Ascendant was required to spend a
minimum of US$9.0 million directly on the Lagoa Salgada Project
within 48 months of the closing date, to fund exploration drilling,
metallurgical test work, economic studies and other customary
activities for exploration and development.
Under the last part of the
agreement Ascendant was able to acquire an additional 30% taking
its total interest to 80% by the payment of US$2,500,000 on or
before 22 Dec 2022 This date was amended so that the cash payment
had to be received on/or before 22 June 2023. In addition, a
feasibility study was to be delivered by 22 August 2023.
|
|
Redcorp currently owns 100% of the
Lagoa Salgada project. M&F agreed in June 2017 with Empresa
Desenvolvimento Mineiro SA (EDM), a Portuguese State-owned company,
to re-acquire EDM's 15% rights on the project resulting in Redcorp
holding a 100% ownership of the project. The 2017 agreement was
subject to the Portuguese Secretary of State's approval which was
not received. Redcorp and M&F continue to explore ways and
means to complete the purchase. EDM's right is an option, if
exercised, to receive a 15% working interest ("WI") in the Lagoa
Salgada Project. This 15% WI is subject to a Right of First Refusal
("ROFR") if EDM exercises the Option and choses to sell its
interest. The WI is subject to standard dilution features if
financial obligations are unsatisfied. This option has been
extended due to administrative issues relating to a change of
government in Portugal (RNS September 2024). The extension has been granted by the Company's 80% owned
subsidiary, Redcorp, and extends the deadline for exercise from
September 30, 2024 to 120 days from the date on which the following
conditions are satisfied: (i) issuance of the Environmental Impact
Statement on theProject, and (ii) completion of the optimization
study of the Project's feasibility study clarifying technical and
metallurgical matters (the "EDM Option").
M&F has granted Ascendant
conditional options that would, if exercised, result in Ascendant
owning (net) 80% interest in the Project if M&F is unsuccessful
in re-acquiring EDM's rights/interest. Within 6 months & 10
days after the delivery of the Feasibility Study. If EDM opt to not
exercise its Option, M&F would retain its 20% Carried Interest
and the adjusting call options held by Ascendant would be
nullified. If EDM exercises its option to the 15% CI, then M&F
would retain a (net) 5% CI. M&F has the right to sell its (net)
5% CI to Ascendant at a price representing M&F's 5% share of
the NPV of the PLS Project as estimated in the Feasibility Study
(using a 10.5% Discount Rate). Ascendant Resources Inc. currently
recognizes the obligation value of this put on its balance sheet as
US$6.158 million in its most recent
publicly filed financial statements
|
9
|
SUBSIDIARY COMPANIES
|
|
The
Group's subsidiary companies are as follows:
|
|
Name
|
Principal activity
|
Country
of incorporation
and
principal
place of
business
|
Proportion of ownership
interest and voting rights
held by
the Group
|
Mineral
& Financial Investments AG
|
Investment
company
|
Steinengraben 18
4051
Basel, Switzerland
|
100%
|
|
M&FI
Services Ltd
|
Service
company
|
5 Bath Road, London,
United Kingdom, W4 1LL
|
100%
|
All intergroup transactions and
balances are eliminated on consolidation.
10
|
TRADE AND OTHER
RECEIVABLES
|
|
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Other receivables
|
3
|
10
|
|
Prepayments
|
16
|
15
|
|
Total
|
19
|
25
|
|
The fair value of trade and other
receivables is considered by the Directors not to be materially
different to the carrying amounts.
At the balance sheet date in 2024
and 2023 there were no trade and other receivables past
due.
|
11
|
TRADE AND OTHER PAYABLES
|
|
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Trade payables
|
10
|
12
|
|
Other payables
|
120
|
114
|
|
Accrued charges
|
65
|
68
|
|
Total
|
195
|
194
|
|
The fair value of trade and other
payables is considered by the Directors not to be materially
different to carrying amounts.
|
12
|
CONVERTIBLE UNSECURED LOAN
NOTES
|
|
|
|
The outstanding convertible loan
notes are zero coupon, unsecured and unless previously purchased or
converted they are redeemable at their principal amount at any time
on or after 31 December 2014.
The net proceeds from the issue of
the loan notes have been split between the liability element and an
equity component, representing the fair value of the embedded
option to convert the liability into equity of the Company as
follows:
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Liability component at beginning
and end of period
|
10
|
10
|
|
The Directors estimate the fair
value of the liability component of the loan notes at 30 June 2024
to be approximately £10,000 (2023: £10,000)
|
13
|
DEFERRED TAX PROVISION
|
|
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
As at 1 July
|
119
|
93
|
|
Provision relating to unrealised
gains on investments
|
34
|
26
|
|
As at 30 June
|
153
|
119
|
|
|
|
|
|
|
14
|
EMPLOYEE
SHARE SCHEMES
|
|
SHARE OPTIONS
On 10 June 2022 the Company
granted 2,350,000 options to directors, advisers and consultants,
exercisable at 13.5p per share, representing a 15% premium to the
closing mid-market price on 9 June 2022. The options vest in
three tranches, one third on the date of grant, one third on the
anniversary of the date of grant, and one third on the second
anniversary of the date of grant. The options can be
exercised at any time from the date of vesting for a period of 5
years whilst the recipient is employed or engaged by the
Company.
The fair value of the options
granted during the year was determined using the Black-Scholes
pricing model. The significant inputs
to the model in respect of the options were as follows:
|
|
Date of grant
|
10 June 2022
|
|
Share price at date of
grant
|
11.75p
|
|
Exercise price per
share
|
13.50p
|
|
No. of options
|
2,350,000
|
|
Risk free rate
|
1.0%
|
|
Expected volatility
|
50%
|
|
Life of option
|
5 years
|
|
Calculated fair value per
share
|
4.6797p
|
|
The
share-based payment charge for the year was £17,000 (2023:
£52,000).
|
|
The share
options movements and their weighted average exercise price are as
follows:
|
|
|
2024
|
2023
|
|
|
|
Weighted average
exercise price
|
|
Weighted average
exercise price
|
|
|
Number
|
(pence)
|
Number
|
(pence)
|
|
Outstanding at 1 July
|
2,350,000
|
13.50
|
2,350,000
|
13.50
|
|
Granted
|
-
|
-
|
-
|
-
|
|
Exercised
|
-
|
-
|
-
|
-
|
|
Lapsed
|
-
|
-
|
-
|
-
|
|
Outstanding at 30 June
|
2,350,000
|
13.50
|
2,350,000
|
13.50
|
14
|
EMPLOYEE
SHARE SCHEMES (continued)
|
|
RESTRICTED SHARE UNITS
("RSUs")
On 10 June 2022 the Company
granted 1,150,000 RSUs to directors. The RSUs vest in three
tranches, one third on the date of grant, one third on the
anniversary of the date of grant, and one third on the second
anniversary of the date of grant. They can be exercised at
any time from the date of vesting for a period of 5 years whilst
the recipient is employed or engaged by the Company, with a
reference price of 11.75p being the closing mid-market price on 9
June 2022.
The fair value of the RSUs granted
during the year was determined to be the reference price of 11.75p
per share, and the share-based payment
charge for the year in respect of the RSUs was £Nil (2023:
£84,000).
|
|
The RSU
movements and their weighted average reference price are as
follows:
|
|
|
2024
|
2023
|
|
|
|
Weighted average
Reference price
|
|
Weighted average
Reference price
|
|
|
Number
|
(pence)
|
Number
|
(pence)
|
|
Outstanding at 1 July
|
1,150,000
|
11.75
|
1,150,000
|
11.75
|
|
Granted
|
-
|
-
|
-
|
-
|
|
Exercised
|
(200,000)
|
11.75
|
-
|
-
|
|
Lapsed
|
-
|
-
|
-
|
-
|
|
Outstanding at 30 June
|
950,000
|
11.75
|
1,150,000
|
11.75
|
15
|
SHARE CAPITAL
|
|
|
|
|
|
Number
of
shares
|
Nominal
Value
|
Share
premium
|
|
|
|
£'000
|
£'000
|
|
AUTHORISED
|
|
|
|
|
At 30 June 2023 and 30 June
2024
|
|
|
|
|
Ordinary shares of 1p
each
|
160,000,000
|
1,600
|
|
|
Deferred shares of 24p
each
|
35,000,000
|
8,400
|
|
|
|
|
10,000
|
|
|
ISSUED AND FULLY PAID
|
|
|
|
|
At 30 June 2023
|
|
|
|
|
Ordinary shares of 1p
each
|
36,905,871
|
369
|
|
|
Deferred shares of 24p
each
|
11,435,062
|
2,745
|
|
|
|
|
3,114
|
6,182
|
|
Ordinary shares issued in year to
30 June 2024
|
200,000
|
2
|
21
|
|
At 30 June 2024
|
|
|
|
|
Ordinary shares of 1p
each
|
37,105,871
|
371
|
|
|
Deferred shares of 24p
each
|
11,435,062
|
2,745
|
|
|
|
|
3,116
|
6,203
|
|
The ordinary shares carry no
rights to fixed income but entitle the holders to participate in
dividends and vote at Annual and General meetings of the
Company.
The restricted rights of the
deferred shares are such that they have no economic
value.
|
16
|
LOAN NOTE EQUITY RESERVE
|
|
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Equity component of convertible
loan notes at 1 July
|
6
|
6
|
|
Equity component of convertible
loan notes at 30 June
|
6
|
6
|
17
|
RESERVE FOR EMPLOYEE SHARE
SCHEMES
|
|
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Brought forward at 1 July
|
228
|
92
|
|
Transfer to equity on exercise of
Restricted Stock Units
|
(23)
|
-
|
|
Share based payment
charge
|
17
|
136
|
|
Carried forward at 30
June
|
222
|
228
|
18
|
RISK MANAGEMENT OBJECTIVES AND
POLICIES
|
|
The Company is exposed to a
variety of financial risks which result from both its operating and
investing activities. The Company's risk management is
coordinated by the board of directors and focuses on actively
securing the Company's short to medium term cash flows by
minimising the exposure to financial markets.
|
|
MARKET PRICE RISK
The Company's exposure to market
price risk mainly arises from potential movements in the fair value
of its investments. The Company manages this price risk
within its long-term investment strategy to manage a diversified
exposure to the market. If each of the Company's equity
investments were to experience a rise or fall of 10% in their fair
value, this would result in the Company's net asset value and
statement of comprehensive income increasing or decreasing by
£1,164,000 (2023: £893,000).
|
|
FOREIGN CURRENCY RISK
The Group holds investments and
cash balances denominated in foreign currencies and investments
quoted on overseas exchanges; consequently, exposures to exchange
rate fluctuations arise. The Group does not hedge its foreign
currency exposure and its liabilities in foreign currencies are
limited to the trade payables of Mineral & Financial
Investments AG which are not material.
The carrying amounts of the
Group's foreign currency denominated monetary assets at the
reporting date are as follows:
|
|
|
2024
£'000
|
2023
£'000
|
|
US Dollar
|
8,554
|
5,740
|
|
Canadian Dollar
|
2,985
|
3,142
|
|
Swiss franc
|
26
|
201
|
|
Euro
|
64
|
115
|
|
FOREIGN CURRENCY SENSITIVITY
ANALYSIS
The Group is mainly exposed to the
US Dollar and the Canadian Dollar in respect of investments which
are either denominated in or valued in terms of those currencies.
The following table details the Group's sensitivity to a 5 per cent
increase and decrease in pounds sterling against the US Dollar,
Canadian Dollar and Swiss franc. The Group's exposure to the
Australian Dollar and the Euro are not considered
material.
|
|
|
2024
£'000
|
2023
£'000
|
|
US Dollar
|
5% increase in exchange rate
against GBP
5% decrease in exchange rate
against GBP
|
428
(428)
|
287
(287)
|
|
Canadian Dollar
|
5% increase in exchange rate against
GBP
5% decrease in exchange rate
against GBP
|
149
(149)
|
157
(157)
|
|
Swiss franc
|
5% increase in exchange rate against
GBP
5% decrease in exchange rate
against GBP
|
1
(1)
|
10
(10)
|
|
Euro
|
5% increase in exchange rate against
GBP
5% decrease in exchange rate
against GBP
|
3
(3)
|
6
(6)
|
|
CREDIT RISK
The Company's financial
instruments, which are exposed to credit risk, are considered to be
mainly cash and cash equivalents and the Company's receivables are
not material. The credit risk for cash and cash equivalents
is not considered material since the counterparties are reputable
banks.
The Company's exposure to credit
risk is limited to the carrying amount of the financial assets
recognised at the balance sheet date, as summarised
below:
|
18
|
RISK MANAGEMENT OBJECTIVES AND
POLICIES (continued)
|
|
|
|
|
2024
£'000
|
2023
£'000
|
|
Cash and cash
equivalents
|
141
|
796
|
|
Other receivables
|
3
|
10
|
|
|
144
|
806
|
|
No impairment provision was
required against other receivables which are not past
due.
LIQUIDITY RISK
Liquidity risk is managed by means
of ensuring sufficient cash and cash equivalents
are held to meet the Company's payment obligations arising from
administrative expenses.
|
|
CAPITAL RISK MANAGEMENT
The Company's objectives when
managing capital are:
·
to safeguard the Company's ability to continue as
a going concern, so that it continues to provide returns and
benefits for shareholders.
·
to support the Company's growth; and
·
to provide capital for the purpose of
strengthening the Company's risk management capability.
The Company actively and regularly
reviews and manages its capital structure to ensure an optimal
capital structure and equity holder returns, taking into
consideration the future capital requirements of the Company and
capital efficiency, prevailing and projected profitability,
projected operating cash flows, projected capital expenditures, and
projected strategic investment opportunities. Management
regards total equity as capital and reserves, for capital
management purposes.
|
19
|
FINANCIAL INSTRUMENTS
|
|
FINANCIAL ASSETS BY
CATEGORY
The IFRS 9 categories of financial
assets included in the balance sheet and the headings in which they
are included are as follows:
|
|
|
|
2024
|
2023
|
|
|
|
£'000
|
£'000
|
|
Financial assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
141
|
796
|
|
Loans and receivables
|
|
3
|
10
|
|
Investments held at fair value
through profit and loss
|
|
11,643
|
8,925
|
|
|
|
11,787
|
9,731
|
|
FINANCIAL LIABILITIES BY
CATEGORY
The IFRS 9 categories of financial
liability included in the balance sheet and the headings in which
they are included are as follows:
|
|
|
|
2024
|
2023
|
|
|
|
£'000
|
£'000
|
|
Financial liabilities at amortised
cost:
|
|
|
|
|
Convertible unsecured loan
notes
|
|
10
|
10
|
|
Trade and other
payables
|
|
130
|
126
|
|
|
|
140
|
136
|
20
|
Contingent LIABILITIES AND CAPITAL
COMMITMENTS
|
|
There were no contingent
liabilities or capital commitments at 30 June 2024 or 30 June
2023.
|
21
|
POST YEAR END EVENTS
|
|
Details of post year end events
are set out in the Directors Report
|
22
|
RELATED PARTY
TRANSACTIONS
|
|
Key management personnel, as
defined by IAS 24 'Related Party Disclosures' have been identified
as the Board of Directors, as the controls operated by the Group
ensure that all key decisions are reserved for the Board of
Directors. Details of the directors' remuneration and the
options and RSUs granted to directors are disclosed in the
remuneration report.
|
23
|
ULTIMATE CONTROLLING
PARTY
|
|
The Directors do not consider
there to be a single ultimate controlling party.
|
FOR MORE INFORMATION:
Jacques Vaillancourt, Mineral
& Financial Investments Ltd.
+44 780 226 8247
Katy Mitchell and Sarah Mather,
Zeus Capital Limited
+44 203 829 5000
Jon Belliss, Novum Securities
Limited
+44 207 382 8300
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 (MAR) as in force in the United Kingdom pursuant to
the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via Regulatory Information Service (RIS), this
inside information is now considered to be in the public
domain.