REG - Strategic Minerals - Final Results
21/06/2024 07:00
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RNS Number : 3054T Strategic Minerals PLC 21 June 2024
STRATEGIC MINERALS PLC
("Strategic Minerals" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023
A full copy of the Company's annual report and accounts (including tables
and/or diagrams referred to in this release) is available through the Investor
Centre of the Company's website
(https://www.strategicminerals.net/investors/reports-and-circulars.html
(https://www.strategicminerals.net/investors/reports-and-circulars.html) )
Copies of the Annual Report and accounts for the year ended 31 December 2023,
will be posted today to shareholders, who have elected to receive a hard copy,
and on the Company's website.
The Annual General Meeting will be held on Wednesday 17 July 2024 at 10.30am
in the offices of Shipleys LLP, 10 Orange Street, Haymarket, London, WC2H 7DQ.
The notice of meeting and proxy voting forms will be posted today to
shareholders, who have elected to receive a hard copy, and on the Company's
website.
Operational Highlights
· The suspension of sales to Cobre's largest client, which
commenced in the last quarter of 2022, was expected to run for a maximum of
six months but ended up running throughout all of 2023, placing significant
cash flow pressures on the Company.
· Throughout 2023, the Board and Management actively managed the
Group cash position and were ably supported by both suppliers and management.
· During 2023, the receiver for CV Investments LLC ("CVI")
continued to work on securing assets but, currently, there is no clarity from
them on an amount or timing of any payment on Southern Minerals Group's
("SMG") claim.
· In 2023, Cornwall Resources Limited ("CRL") completed its work on
the Deep Digital Cornwall project, led by the University of Exeter's Camborne
School of Mines, in which CRL and Cornish Lithium were delivery partners. The
results of the findings were published in November 2023 and final payments
from the European Regional Development Fund, through HM Ministry of Housing,
Communities and Local Government was received in the first quarter of 2024.
· From late 2022 and throughout 2023, the CRL team, including its
Director, Peter Wale, worked tirelessly in seeking grant funding from the
Shared Prosperity Fund of the Council of Cornwall and the Isles of Scilly.
This involved several attempts, re-writes and extended negotiations.
· In November 2023, the President of SMG resigned and the Pit
Superintendent, Tim Klumker, was promoted into the position of President. Tim
has been with SMG for over 6 years and running operations for over 3 years. He
has been assisted in his transition by additional support from both the
Company's CFO and MD. The first quarter of 2024 has seen the SMG team pull
together and rise to the challenges arising from stronger 2024 sales.
· In December 2023, one of Cobre's previous largest clients
approached SMG concerning the potential to, once again, purchase magnetite.
After extended negotiation, a price for a large, committed sales volume, to be
delivered over 2024, was agreed with purchases commencing mid-January 2024.
· Throughout the year, Directors and Management have been marketing
and following up on potential co-investors in the Leigh Creek Copper Mine
("LCCM") project. Since 2022, Directors and Management have been actively
seeking funding for LCCM. Due to the lack of success in securing finance,
management has assessed that the asset is impaired and an impairment expense
of
$8.898m will be recorded in the Statement of Comprehensive Income.
· The Company's strategy to focus on metals and minerals likely to
benefit from expected supply and demand imbalances has continued to prove
warranted, especially for copper and tin.
Financial Highlights
· Sales Revenue fell $0.869m (36%), reflecting the absence of
Cobre's major client.
· Group before tax loss was $9.082m (2022: profit $0.372m). Prior
to non-cash adjustment for impairment, 2023 Group before tax loss was $0.184m
(2022: profit $0.372m).
· Due to the failure, to date, to secure finance for the LCCM
project, the book value of the project ($8.898m) was, conservatively, fully
impaired. The operating loss and the LCCM impairment resulted in a
comprehensive loss in 2023 of $9.000m (2022: $0.360m).
· Net Cash generated from operating activities for 2023 was $0.598m
(2022: $0.775m).
· Unrestricted cash position of the Group on 31 December 2023 was
$0.112m (2022: $0.341m).
This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
For further information, please contact:
Strategic Minerals plc +61 (0) 414 727 965
John Peters
Managing Director
Website: www.strategicminerals.net (http://www.strategicminerals.net)
Email: info@strategicminerals.net (mailto:info@strategicminerals.net)
Follow Strategic Minerals on:
Vox Markets: https://www.voxmarkets.co.uk/company/SML/
(https://www.voxmarkets.co.uk/company/SML/)
Twitter: @SML_Minerals (https://twitter.com/SML_Minerals)
LinkedIn: https://www.linkedin.com/company/strategic-minerals-plc
(https://www.linkedin.com/company/strategic-minerals-plc)
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Broker
Matthew Johnson
Ewan Leggat
Charlie Bouverat
Notes to Editors
Strategic Minerals plc: https://www.strategicminerals.net
(https://www.strategicminerals.net)
Strategic Minerals plc is an AIM-quoted, profitable operating minerals company
actively developing projects tailored to materials expected to benefit from
strong demand in the future. It has an operation in the United States of
America along with development projects in the UK and Australia. The Company
is focused on utilising its operating cash flows, along with capital raisings,
to develop high quality projects aimed at supplying the metals and minerals
likely to be highly demanded in the future.
In September 2011, Strategic Minerals acquired the distribution rights to the
Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating
asset, which it brought into production in 2012 and which continues to provide
a revenue stream for the Company. This operating revenue stream is utilised to
cover company overheads and invest in development projects aimed at supplying
the metals and minerals likely to be highly demanded in the future.
Since June 2020, the Company has been a 100% owner of Cornwall Resources
Limited (CRL) having been involved in the project since early 2016. CRL is the
developer of the Redmoor Tin/Tungsten project in Cornwall, UK. Exploration
drilling programs were undertaken in 2017 & 2018 resulting in subsequent
upgraded resource definitions & a scoping study in 2020. In April 2024,
CRL gained access to substantial additional exploration rights in the
prospective Tamar Valley area, quadrupling its overall mineral rights
footprint.
In March 2018, the Company completed the acquisition of the Leigh Creek Copper
Mine situated in the copper rich belt of South Australia and brought the
project temporarily into production in April 2019. In July 2021, the project
was granted a conditional approval by the South Australian Government for a
Program for Environmental Protection and Rehabilitation (PEPR) in relation to
mining of its Paltridge North deposit and processing at the Mountain of Light
installation. In late June 2022, an updated PEPR, addressing the conditions
associated with the July 2021 approval, was approved.
STRATEGIC MINERALS PLC
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
I am pleased to present Strategic Minerals Plc's Annual Report for the year
ended 31 December 2023.
This year has proven to be a very difficult one however early 2024 is looking
stronger. Capital markets for smaller miners were virtually closed in 2023.
The sustained and distressed nature of the junior capital market focussed the
Board on avoiding an equity issue at all costs.
The absence of the major client at Cobre pushed the Group into a before tax
operating loss before impairment of
$0.184m. In light of the non-cash impairment to the Leigh Creek Copper Mine
(LCCM) ($8.898m), due to the Group not having secured funding for the project,
the Group recorded a comprehensive loss of $9.000m (2022: loss of $0.360m).
The Group had unrestricted cash of $0.112m as of 31 December 2023 (2022:
$0.341m). This reflects how tightly the Group has managed its cash throughout
2023, whilst still continuing activity to progress and develop both the
Redmoor Tungsten and Tin Mine (Redmoor) and LCCM. To achieve this, the Group
was ably assisted by key service providers and, especially, by management
(Managing Director and CFO) and Directors who have taken minimal cash payments
in relation to contractual relationships and are, collectively, at balance
date 48% of trade creditors to the Group, with the Managing Director being the
largest single Group creditor.
The Board and Management continue to set the Group on a strategic path
reflecting both the expected relative performance of different metal ores and
the limited size of the Group's balance sheet. Implementation of the strategy
commenced in 2016 when the Company invested into the Redmoor Tin and Tungsten
project ("Redmoor") as it considered the long-term demand and supply outlook
for tin and tungsten compelling. Initially, the Group owned 50% of Cornwall
Resources Limited (CRL), the holder of the Redmoor asset, and, subsequently,
moved to full ownership of CRL (March 2019).
Late in 2022, the major client at Cobre suspended orders which placed a
significant strain on the Company's cash flow and reflected in a 36% fall in
revenues ($0.869m). Whilst it had been anticipated that this would be a
temporary suspension, it continued throughout 2023 with the major client
returning, bigger than before, in January 2024. The Board and management
reacted quickly in late 2022 and put in place strategies to cope with this
serious impact to the Group's cash flow.
In November 2023, the existing President of Southern Minerals Group (SMG)
resigned and was replaced by Tim Klumker. Tim has been at Cobre for over 6
years and, for the last three years, has been Pit Supervisor.
Soon after Tim's appointment as President, the major client began negotiations
to resume purchases on a committed, larger scale than previously. Sales under
this purchase order commenced mid-January 2024.
Tin and tungsten are expected to play a key role in the electrification of
transport vehicles, advanced robotics, renewable energy and advanced
computation & IT reinforcing the strategic importance of our Redmoor
project.
Continued restrictions on existing tin production in Myanmar and Indonesia,
coupled with continued strong demand for electronics, reinforce expectations
that the price of tin will continue its, generally, upwards trajectory:
Spot Tin Prices since SML Investment in Redmoor
US$ Per Tonne
Market sentiment remains very bullish on the future of tin prices with some
expectations of over US $40,000 per tonne or higher over the next ten years.
Whilst tungsten's price has not, as yet, appreciated as spectacularly as tin,
there has been steady growth in prices, and it is considered that this will
continue in the future. Irrespective, the current tungsten price is already
above the forecast prices used by the Board when considering the acquisition
of the balance of the Redmoor project.
The critical nature of tungsten in industrial production and armaments
continues to underpin the Group's faith in the tungsten price outlook which
has been further strengthened by tensions surrounding military concerns
associated with China and Russian political aspirations. As China and Russia
provide 85% and 5%, respectively, of the world's tungsten supply, this has led
to the US government to issue its defence contractors an instruction to source
a minimum 50% of the tungsten used in their products from non-Chinese/Russian
sources by the end of 2026.
The following chart highlights the current makeup of the forecasted revenues
from the Redmoor mine and how the multi-resource revenues are spread over key
commodities associated with the electrification of economies.
In 2017, at a time when the Group was enjoying significantly higher Cobre
revenues, the Board, whilst recognising the longer-term intrinsic value of
Redmoor, felt that the Group would strategically benefit from the development
of a second near-term cash generating project, bridging the gap between its
operating asset and the delivery of Redmoor. The Board's analysis of the
market indicated that copper appeared to present the best long-term demand and
supply characteristics the Board's strategy revolved around.
In line with this focus, the Group began negotiations for the acquisition of a
suitably sized copper project likely to generate a second, near-term income
stream. Ultimately, this led to the Company, in 2018, acquiring Leigh Creek
Copper Mine Pty Ltd ("LCCM"). This has strategically set the Group up as
follows:
The identification of an exposure to copper has proven timely with prices
having moved further than predicted at the time when LCCM was acquired. There
is not expected to be a retraction in pricing with Goldman Sachs metals
strategist Nicholas Snowdon proposing that prices above US$13,000/t would be
needed to incentivise the 8Mt of additional annual production needed by 2030
to cater for demand from renewables, power infrastructure and electronic
vehicles.
Despite improvements in the economics of the project, associated with higher
copper prices, the Board and Managements efforts to secure funding, so far,
have not resulted in a transaction being achieved. Accordingly, and in order
to present a conservative view of the Group's financial position, the full
book value of the LCCM project has been impaired. However, the Directors and
Management consider that, once funding has been secured, this impairment will
be reversed.
Copper Average Quarterly Prices Per Tonne
The Group has continued to market both Redmoor and LCCM at an asset level and
has utilised external consultants to attempt to locate suitable
investment/operating partners. This process remains ongoing, and Management
and the Board continue to follow up on and develop discussions with several
entities.
The Cornish mining revival continued to gather pace in 2023. CRL is considered
to hold a significant asset in this regional play and its extension of access
arrangements until 2037, provides the time to develop this fully to the best
benefit of shareholders. The global significance of the deposit at Redmoor
(inferred resource of 11.7mt at a tin equivalent (SnEq) of 1.17%) was further
reinforced when both Tungsten and Tin were included in the UK Critical
Minerals List. This has opened the way for CRL to seek grant funding for
progressing the Redmoor project to pre-feasibility stage, which was successful
in early 2024.
During 2023, the court appointed receiver for CV Investments ("CVI") accepted
a reduced claim from Southern Minerals Group (SMG) and continues to seek
realisation of CVI's assets. At the time of writing, there is no indication
from the receiver as to the amount or timing of any distribution to SMG
The Board's priority continues to be the safety and health of our teams and
the continued resilience of the Group's operations. The Group believes that,
subject to finance, it is able to move forward with operations at LCCM and,
subsequently, further exploration and development of Redmoor. As confidence
returns to the commodity markets, the underlying valuation of the Group's
assets continue to build and remain strong. The continued cashflow from our
Cobre asset, extension of Cobre access until 2027and the developed nature of
our projects, places the Group in a solid position to benefit from improved
international commodity prices.
I consider that the renewed higher demand for magnetite at Cobre, developments
around Redmoor and the potential commencement of a second income stream at
LCCM will see a significant re-rating in the market's perception of the value
of the Group and I look forward to working with my fellow Directors and the
staff of the Group to ensure that the 2024 financial year delivers.
Finally, I would like to acknowledge the support of our shareholders,
suppliers, management, fellow Directors and other stakeholders and I look
forward to your continued support during 2024 and beyond.
Alan Broome AM Chairman
18 June 2024
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors of the Company and its subsidiaries (which together comprise the
Group) present their Strategic Report on the Group for the year ended 31
December 2023.
Financial Performance
The Company and the Group's reporting currency is US dollars reflecting that,
previously, the Group's revenues, expenses, assets and liabilities were
predominately in US currency and, currently, the bulk of revenues continue to
be sourced in US dollars.
The Group recorded a loss before tax of $9.082m (2022 profit: $0.372m).
The 2023 loss largely reflects non-cash impairment of Leigh Creek Copper Mine
(LCCM) $8.898m (2022: nil). The Board continued to maintain tight discipline
on Group overheads with 2023 seeing another 6% reduction to
$1.455m compared to $1.546m in 2022. The Board and management continue their
policy to ensure overheads and administration costs are appropriately in line
with cash flows from operations. However, the steep decline in Cobre sales
(↓36%), associated with the absence of its major client, resulted in a
shortfall during 2023 which management had to closely juggle. These group
overheads reflected both capitalised remuneration $0.122m (2022:
$0.161m) and reduced activity associated with preparing to recommence larger
scale operations at both Leigh Creek and Redmoor.
On the back of lower sales, SMG incurred a tax expense of $0.107m (2022:
$0.288m) for the year.
Despite lower cash flow from Cobre, the Company continued to invest in moving
both the Leigh Creek Copper Mine and Redmoor Tin and Tungsten projects
forward. In 2023, the Company invested $0.569m in such activities (2022:
$0.717m).
The Company was able to continue its operations despite the reduction in after
tax cash flows from Cobre through the support of key external creditors,
raising of loan funds with attached warrants and, largely, on deferral of
remuneration provided by management (MD, CFO, ED) and the Chairman. Included
in the amount for trade creditors are the following amounts owed to this
latter category or their related parties:
At 31 Dec 23 USD $'000
John Peters $ 206
Alam Broome AM $ 70
Peter Wale $ 52
Karen Williams $ 38
Total $ 360
Cash at the end of the year was $0.112m (2022: $0.341m).
PROJECT REVIEW AND ACTIVITIES
Cobre Performance
In 2023, Cobre sales revenue reflected the absence of its major client falling
36% to $1.577m (2022: $2.466m). This fall in demand was managed through the
reduction of man hours and increased maintenance works. In the December
quarter 2023, Southern Minerals Group (SMG), the Company's 100% subsidiary
that operates the Cobre magnetite stockpile, fielded a number of enquiries for
large volume orders and concluded and arrangement with the previous large
client that ensured a committed tonnage acquisition in 2024.
With access to the stockpile being extended until March 2027 and the return of
the major client, 2024 and beyond appear promising.
In November 2023, the existing President of SMG resigned and was replaced by
the existing Pit Manager Tim Klumker. Tim has been with SMG for over six years
and has, for the past three years, been running operations. Tim has been ably
supported into his position as President of SMG by his team and both the
Company's CFO and MD.
The Receiver for CV Investments made no distribution to claimants in 2023.
However, in light of SMG agreeing to reduce its claim in line with costs
incurred, any payment in 2024 is expected to be small.
SMG continues to have an exemplary safety record and has developed an enviable
culture that reinforces the highest of safety standards. In 2023, there was
only one minor safety incident relating to a machine driving into a pothole
caused by inclement weather, jarring the driver. As a result, the driver was
given the rest of the day off and returned to work the next morning unscathed.
Leigh Creek Copper Mine Pty Ltd ("LCCM")
In 2018, the Company invested in the LCCM project, a historically mined copper
oxide deposit, as part of its desire to acquire a near term cash flow project
exposed to minerals and metals expected to benefit in the future from supply
and demand imbalances. Therein providing the Company with a second income
stream.
Since acquisition, the Company has invested in a temporary restart of
operations to test existing operating capacity and in preparing and submitting
a Programme for Environmental Protection and Rehabilitation ("PEPR") in
relation to its Paltridge North deposit. The PEPR was conditionally approved
in 2021 and LCCM undertook the work required to convert the conditional PEPR
to unconditional with additional information being lodged in January 2022.
In July 2022, an unconditional PEPR for the extraction and treatment of copper
oxide material at the Paltridge North deposit was issued. The material planned
to be extracted at Paltridge North is predominately copper oxide but becomes a
transitional copper sulphide ore at the lower part of the planned pit. The
regulatory authorities required further details on the treatment of such
material and in response an additional PEPR, largely cut and paste of the
unconditional PEPR with data addressing the peculiarities of handling
transitional ore, was lodged late in December 2022.
In line with the approval of the unconditional PEPR, the Company followed up
on parties interested in funding the project at the asset level with a view to
a full restart in 2023, subject to finance. A further PEPR will be required
for the proposed future mining of the Lynda/Lorna Doone deposits and work on
this is expected to be undertaken during the mining and processing of ore from
Paltridge North. The cost and expected timing of these have been incorporated
into the Company's financial modelling of the project.
LCCM has three approved Mining Leases that cover a number of copper oxide
deposits, including Lorna Doone, Lynda, Mountain of Light (Rosmann East and
Paltridge North) and the Mount Coffin deposit. All the Mineral Resources are
contained within the Mining Leases. They contain a JORC 2012 total resource of
3.61mt @ 0.69% copper for 24,900 of contained copper metal forms the base of
the project and includes the following Resource category breakdown.
Inferred Indicated Total Resource
Deposit Tonnes Copper Grade Tonnes Copper Grade Tonnes Copper Grade Copper Metal (tonnes)
Paltridge North 41,000 0.49% 879,000 0.82% 920,000 0.81% 7,400
Lynda - - 1,349,000 0.65% 1,349,000 0.65% 8,800
Lorna Doone 66,000 0.68% 1,280,000 0.65% 1,346,000 0.65% 8,700
Total 107,000 0.61% 3,508,000 0.69% 3,615,000 0.69% 24,900
An existing heap leach and Kennecott cone-based copper processing facility is
located at the Mountain of Light deposit (adjacent to Rosmann East and nearby
Paltridge North) and was successfully operated for a short period in 2019 to
test its capacity to resume full time operations.
The region around the project has excellent infrastructure with a modern town
(Leigh Creek), sealed airstrip, sealed and all-weather roads, power and water
utilities.
In ddition to the Mining Leases, two approved Exploration Leases, covering an
area of 686km² in the northern Flinders Ranges, are included in the project.
These provide excellent opportunities for exploration of new copper oxide
resources.
The underlying demand and supply factors for copper, that formed the
cornerstone of the Board's decision to invest in LCCM, began to be widely
recognised in the market during 2021 and 2022. This was reflected in the
average copper price in 2022 being USD $3-99 lb. Given that the acquisition of
LCCM was based on a copper price of USD
$3-00 lb, the current copper price of over USD $4-00 lb has significantly
improved the underlying valuation of LCCM as detailed in the Company's RNS of
9 November 2020.
The Board continues to consider that the Company's share price does not fully
reflect its underlying asset values. Accordingly, in order to progress the
Leigh Creek Copper Mine project, funding at the asset level is being sought.
In 2024, the Company expects to receive the unconditional PEPR for the
Paltridge North transitional sulphide ores and secure external funding/joint
venturing of the project and re-commence production at Paltridge North.
Despite improvements in the economics of the project, associated with higher
copper prices, the Board and Managements efforts to secure funding, have not
resulted in a transaction being achieved. Accordingly, and in order to present
a conservative view of the Company's financial position, the full book value
of the LCCM project has been impaired. However, the Directors and Management
consider that, once funding has been secured, this impairment will be
reversed.
Cornwall Resources Limited - Redmoor Tin and Tungsten Project
After having become a 50% owner in the Redmoor Tin and Tungsten Project in
2016, SML moved to full control of Cornwall Resources Limited ("CRL"), the
holder of Project, in 2019. The move to acquire the balance of CRL was based
on the Board's perception of the value of the acquisition and its preference
to secure full control of such a key asset before the market became fully
aware of its potential.
This 2019 resource update demonstrated that the overall Inferred Resource had
increased from the previously assessed 4.5m tonnes at a tin equivalent
("SnEq") of 1.00% to 11.7m tonnes at 1.17% SnEq. The result was a 200%
increase in contained metal, 160% in resource tonnes and a 0.17% rise in the
tin equivalent grade.
Not only has the resource been significantly expanded but, as shown in the
diagram following, the mineralisation has been discovered in discrete
locations giving rise to the ability to tailor mining and processing to
preferred mineralisation at the time of extraction.
During 2022 and 2023, CRL concentrated on the role it played in the Deep
Digital Cornwall ("DDC") programme undertaken by Cambourne School of Mines. In
this programme, the Redmoor exploration licence area was, and currently
continues to, be used as a field laboratory for collection of geochemical and
geophysical data, which also provided CRL with information relevant to a
number of new prospects within its Mineral Rights. This work was largely (80%)
funded by a grant, although timing of payment claims impacted working capital
during the grant period.
Prior to commencing the DDC work, an initial historic review of parts of CRL's
mineral resource area identified multiple prospective targets for tin and
copper to the west of the Redmoor deposit (shown in the following map as
Target Tip Valley). This included historic drill intercepts report up to 1.26%
tin over 2.55 m in core, and 0.23% tin in percussion samples.
In February 2021, CRL commenced a trenching and auger exploration programme
aimed at testing the area to the west of its existing drilled resource. The
sampling of material from this programme was undertaken in three stages;
1) 10m spaced auger sampling (117 samples).
2) Excavation of three trenches, which were then channel sampled
and analysed (84 samples).
3) Additional 1m spaced auger sampling, where topographic
constraints meant that safe access for mechanical excavation of trenches was
not possible (81 samples).
Three of the anomalies identified by the auger sampling were followed up by
the excavation of three trenches, totalling 169m in length, to a depth of 1m.
CRL's geologists sampled the trench wall material as channel samples,
typically as 2m intervals. Samples were analysed by ALS Loughrea using method
ME-MS89L.
A 20m wide zone, that includes values significantly anomalous for tin, was
identified in trench CRT01. This zone is shown, as 2m sample intervals, in the
following table.
Trench Sample no. From (m) To (m) Interval (m) Sn Cu W %
% %
CRT01 CRL004411 4.00 6.00 2.00 0.17 0.01 0.00
CRT01 CRL004410 6.00 8.00 2.00 0.03 0.01 0.00
CRT01 CRL004409 8.00 10.00 2.00 0.38 0.01 0.00
CRT01 CRL004408 10.00 12.00 2.00 0.01 0.01 0.00
CRT01 CRL004407 12.00 14.00 2.00 0.03 0.01 0.00
CRT01 CRL004406 14.00 16.00 2.00 0.02 0.01 0.00
CRT01 CRL004405 16.00 18.00 2.00 0.02 0.01 0.00
CRT01 CRL004404 18.00 20.00 2.00 0.27 0.01 0.00
CRT01 CRL004403 20.00 22.00 2.00 0.37 0.01 0.00
CRT01 CRL004402 22.00 24.00 2.00 0.06 0.01 0.00
The other two trenches, CRT02 and CRT03, did not show significant tin, copper,
or tungsten grades; however anomalous levels of pathfinder elements were seen,
which may indicate the presence of a mineralising system.
Close-spaced auger sampling was undertaken to test the fourth auger anomaly.
This target could not be tested by mechanical backhoe due to steep topography
associated with its location on the edge of the Target Tip Valley. CRL
believes this area represents an extension of the sheeted vein system that
hosts the resource at Redmoor.
Auger samples were taken at a 1m spacing from an average depth of 50cm using a
Stihl powered auger. These samples identified unexpectedly high tin grades,
and locally elevated tungsten values. The work identified a widespread
anomalous level of tin across the north flank of the Target Tip Valley,
defining a 60m long anomaly greater than 1,000 ppm (0.1%) tin, and with peak
value of 0.87% tin. Tungsten featured a peak value of 0.20%. These results are
shown in the following table:
Traverse Sample no. East North RL m Sn % Cu % W %
Traverse 1 CRL003731 234883.61 70618.87 113.26 0.35 0.03 0.04
Traverse 1 CRL003732 234883.15 70619.68 113.49 0.56 0.05 0.06
Traverse 1 CRL003733 234882.75 70620.45 113.78 0.87 0.05 0.08
Traverse 1 CRL003734 234882.38 70621.33 114.10 0.70 0.05 0.06
Traverse 1 CRL003735 234881.95 70622.21 114.45 0.44 0.05 0.20
The high tin levels identified were followed up by hand-pitting. Two sites
with peak values were excavated, to verify the soil profile and seek any
evidence of disturbed ground or surface contamination. CRL's geologists
observed the presence of decomposed shale, believed in-situ, with blocky
vein-style quartz fragments containing clasts of wall- rock, in the pit base.
Strike extensions from this location align with a man-made cutting in the
hillside, interpreted by CRL as past small-scale open-cut mining.
Following on from the close-spaced auger sampling, CRL conducted a short
program of hand-excavated pits to verify the geology ahead of potential future
drilling. Two pits were excavated, and both were channel sampled. Hand pitting
was utilised due to steep terrain. Four samples were taken which were analysed
by ALS Laboratories Loughrea using method ME-MS89L.
Pit Sample no. From (m) To (m) Interval (m) Sn % Cu % W %
CRT04 CRL003618 0.00 1.00 1.00 0.68 0.03 0.05
CRT04 CRL003619 1.00 2.00 1.00 0.27 0.06 0.03
CRT04 CRL003620 2.00 2.60 0.60 0.43 0.04 0.04
CRT05 CRL003621 0.00 1.00 1.00 0.17 0.04 0.01
The pits contain decomposed shale, with blocky vein-style quartz fragments
containing clasts of wall-rock, in the pit base. The results above confirm the
presence of in-situ mineralisation, which is considered by CRL to constitute a
strong tin exploration target. The CRT04 result with a 2.6m interval averaging
0.46% tin, 0.04% copper and 0.04% tungsten, is a clear example of
mineralisation near-surface.
On the back of this work, CRL has submitted an application for a General
Permitted Development Order ("GPDO") planning authorization from Cornwall
Council for a potential drill programme at Redmoor, to the west of the current
resource. This is aimed at identifying near surface tin and to test this
highly prospective target's depth. Exploration of this tin target and adjacent
areas is intended to verify the projected westward continuation of the Redmoor
Sheeted Vein System (SVS) orebody. If confirmed, this has the potential to
significantly increase the proportion of tin, and total tonnage of a future
resource. The proximity of the exploration area to surface is likely to
further enhance project economics.
While Management and the Board recognised, early, the strategic importance of
the Cornish mining area, it was during 2022 that the UK Government issued its
Critical Minerals list identifying both Tungsten and Tin as two of the
Critical Minerals that were needed for the country's future development. This
and the continued success of Cornish Metals, post its AIM IPO, highlights the
potential of mineral resources in the South West of the UK.
The Board and Management considers that CRL holds a significant asset at a
time when the regional potential of the area and its recent extension of the
exploration licence, until 2037, provides the time to develop this fully to
the best benefit of shareholders.
Increases in commodity prices, notably tin and copper, have impacted very
positively on the economics of the Redmoor project. This, combined with the
world class standing of the Redmoor deposit, augurs well for valuation in the
future. In the Company's last Redmoor scoping study report, October 2020,
commodity prices used were Tin
$20,000 a tonne (currently c$25,000 a tonne), Tungsten $30,000 a tonne
(currently $32,500 MTU) and Copper
$3.18 lb (currently $4.08). Accordingly, internal analysis shows a significant
increase upon the previously reported after tax NPV @ 8% of $91m and the IRR
of 23.4%.
In 2023, the Company completed the Deep Digital Cornwall work and, subject to
external financing, undertaking further drilling at Redmoor, to test the
western extension/near surface tin identified in the trenching and augur work
conducted in 2021. At the same time, the Company will continue discussions
with third parties about involvement in the development of Redmoor and is
encouraged by recent interest in Redmoor in line with the US government
instructing its defence contractors to not use Chinese or Russian sourced
Tungsten from 2026 and the potential for Redmoor to be deemed a "domestic"
supply for US government purposes, opening a door to US government funding.
From the December quarter 2022 and throughout the 2023 calendar year, the CRL
team, including its Director Peter Wale, assisted by both the Managing
Director and Chief Financial Officer, worked tirelessly on preparing and
submitting documentation to secure grant funding from the Shared Prosperity
Fund of the Council of Cornwall and the Isles of Scilly. This is a very
time-consuming process which many companies have dedicated employees/sections
undertaking this task. In order to make such submissions, there are a number
of meetings required, applications to be prepared re-writes to be undertaken
which were completed by the Company due to an unsuccessful lodgement of an
initial application.
Safety
The Company is pleased to report that, during 2023, there was only one minor
safety incident (2022: nil) which occurred at its US. when a machine drove
into a pothole caused by inclement weather, jarring the driver. As a result,
the driver was given the rest of the day off and returned to work the next
morning.
Board and Management Changes
Mr Jeffery Harrison retired in April 2023. There have been no other changes to
the composition of the Board during 2023. The Board does not currently intend
to replace Mr Harrison during 2024 but will be looking to bring on another
independent Director in the future. Management changes have been made in line
with normal operations although all such changes are based around consultancy,
rather than direct employment contracts.
Key Risks and Uncertainties
The management of the business and the execution of the Group's strategy are
subject to a number of risks. Strategic Minerals regularly reviews the
principal risks that face the business and assesses appropriate responses to
mitigate and, where possible, eliminate potential adverse impact. There is the
possibility that if more than one event occurs, that the overall effect of
such events would compound the possible adverse effects on the Group.
Our principal risks and uncertainties are as follows:
Commodity prices and currency risk
Although the Group's main income stream at Cobre is focused on localised
markets, which minimises the impact of global commodity prices, the value of
its development projects can still be subject to changes in global commodity
prices. Fluctuations in commodity markets are affected by numerous factors
beyond the Group's control, including global demand and supply, international
economic trends, currency exchange fluctuations, expectations for inflation,
speculative activity, consumption patterns and global or regional political
events. The aggregate effect of these factors is impossible to predict.
Fluctuations in commodity prices, over the long term, may adversely impact the
returns of the Group's investments. The Group monitors commodity prices and
structures its portfolio of assets with commodities that are likely to
appreciate in the medium to long term.
The Group reports its results in US Dollars, whilst the functional currency of
the parent company from which the Group derives most of its funding is Pound
Sterling. This may result in additions to the Group's reported costs.
Fluctuations in exchange rates between currencies in which the Group invest,
reports, or derives income may cause fluctuations in its financial results
that are not necessarily related to the Group's underlying operations. The
Group converts funds to a currency in which funds will be utilised on an as
needed basis.
Funding risk
Strategic Minerals needs funds, both to manage its working capital
requirements and fund new and existing projects, as the Company seeks to grow.
If the Company is not able to obtain sufficient financial resources, it may
not be able to develop new and existing projects. There can be no assurance
that such funds will continue to be available on reasonable terms, or at all
in the future. The Directors regularly review cash flow expenditure
requirements and the cash flow generated from its Cobre operation to ensure
the Group can meet financial obligations as and when they fall due.
In 2023, uncertainty in capital markets restricted access to both debt and
equity markets and the Board and Management demonstrated flexibility and
financial acumen in navigating the complexities associated with ensuring cash
flow for operations, especially considering the reduction in sales at Cobre.
Early 2024 indications are that investment market uncertainty is reducing.
Reserve and resource risk
The Mineral reserve and resource relating to CRL and LCCM are only estimates
and no assurance can be given that the estimated reserves and resources will
be recovered or that they will be recovered at the rates estimated. Reserve
and resource estimates are based on sampling and, consequently, are uncertain
because the samples may not be representative. Reserve and resource estimates
may require revision (up or down) based on future actual production
experience. The discovery of mineral deposits is dependent upon a number of
factors including the technical skill of the exploration personnel involved.
The commercial viability of a mineral deposit, once discovered, is also
dependent upon several factors, including the size, grade and proximity to
infrastructure, metal prices and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. There can be no guarantee that a
mineral deposit will be economically viable. The Group undertakes studies in
order to mitigate this risk.
License and Permitting risk
The exploration, developing and mining of resources is, usually, governed by
licensing and permitting requirements issued, generally, by governments. These
normally cover limited periods and risk may be attached to whether governments
permit these periods to be extended or institute "new" conditions on their
usage. While this is true for all resource projects it has significant
application to SML's two, pre-production assets, namely;
a) LCCM - The PEPR permitting process provides risk, both to costs and
timing of projects. While the PEPR for mining copper oxide material from
Paltridge North is unconditional, at the time of writing, the variation to
encapsulate the transitional ore expected at the bottom of the planned
Paltridge North pit has also been submitted and is pending approval. There is
also a need for a PEPR for the Lynda/Lorna Doone deposit. Allowance for these
undertakings is reflected in our internal plans and valuations but it is
acknowledged that risks to the overall projects value may arise from
variations to expectations around the granting of these PEPRs.
b) Redmoor - As the planned Redmoor Tin and Tungsten project is not as
advanced as LCCM, its progress is still dependent on obtaining and maintaining
appropriate approvals. Ultimately, a mining license will need to be obtained.
However, for the present, the principal focus is in obtaining drilling
approval to prove up resources. The timing of such approvals may impact the
effective valuation of such assets.
Customer risk
The level of profitability of the Group is currently dependent on the
performance of the Company's Cobre operation in the United States. The Cobre
operation has several major customers and should one or more of these
customers choose to not to purchase product it may have a substantial impact
on the performance of the Group. The Group continues to look for additional
customers at Cobre to address this risk and in addition will develop other
projects such as Leigh Creek Copper Mine to reduce the risk of dependence on
any one customer.
Operational and Environmental risk
Mining operations are subject to hazards normally encountered in exploration,
development, and production. These include unexpected geological formations,
rock falls, flooding, dam wall failure and other incidents or conditions which
could result in damage to plant or equipment, people, or the environment and
which could impact any future production throughput. Although it is intended
to take adequate precautions to minimise risk, there is a possibility of a
material adverse impact on the Group's operations and its financial results.
The Group will develop and maintain policies appropriate to the stage of
development of its various projects. In 2020, as a safeguard to both our
clients and staff, amendments were made to operational procedures to ensure
that delivery of material was contactless. These procedures have continued as
standard practice.
Strategic risk
Significant and increasing competition exists for mineral acquisition
opportunities throughout the world. As a result of this competition, the Group
may be unable to acquire rights to exploit additional revenue generative
assets such as Cobre and attractive mining development properties such as CRL
and LCCM on terms it considers acceptable. Accordingly, there can be no
assurance that the Group will acquire any interest in additional operations
that would yield reserves or result in commercial mining operations. The Group
expects to undertake sufficient due diligence to help ensure opportunities are
subjected to proper evaluation.
Uninsurable risk
The Group may become subject to liability for accidents, pollution, and other
hazards against which it cannot insure or against which it may elect not to
insure because of prohibitive premium costs or for other reasons, such as
amounts which exceed policy limits.
Product risk
The Group has a contract for access to magnetite iron ore at the Cobre
operation until March 2027. There is a risk that the supplier may terminate
the agreement, after this time, in which case the Group would no longer have
product to sell. The Group's proactive approach in securing access for the
next three years has minimised the impact this risk may have on future
operations and the Group's management actively engages with its supplier
throughout the year to proactively address any concerns that the supplier may
raise.
An off-take arrangement is in place for the LCCM project which is subject to
minimum product specifications. During 2019 the company was able to produce at
specification material in its retreatment of heaps thereby substantially
reducing the product specification risk.
Dependence on key personnel risk
The Group and Company are dependent upon the executive and local management
teams. Whilst it has entered into contractual agreements with the aim of
securing the services of these personnel, the retention of their services
cannot be guaranteed. The development and success of the Group depends on the
Company's ability to recruit and retain high quality and experienced staff.
The loss of the service of key personnel or the inability to attract
additional qualified personnel as the Group grows could have an adverse effect
on future business and financial conditions. The Group incentivises executives
and management with market-based remuneration packages, short term and
long-term incentive schemes.
Climate Change Risk
While climate change considerations can seriously impact resource companies,
the Company considers that there is little downside risk from these
considerations, given the metals and minerals in its portfolio, and that these
climate change considerations are likely to impact positively on commodity
prices for both copper and tin.
Ongoing War Risk
The Russian invasion of the Ukraine and the Palestinian conflict continues to
raise the possibility of a global conflict. To date, these actions have
generally, positively impacted on resource prices relevant to SML. However,
there is risk, that global economic growth may be severely curtailed, and this
would, ultimately, have a negative impact on the demand for resources.
Key Performance Indicators
The Board monitors the activities and performance of the Group on a regular
basis. The principal KPI's monitored by the Company are domestic sales of
product from Cobre, the cash position of the Group, the investment in project
activities, the share price of the Company and the health, safety, and
environmental incidents of the Group.
The sales of domestic product at Cobre were significantly impacted, due to a
12-month cessation of sales to the largest client. Sales in 2023 were $1,577m
(2022: $2,466m).
The unrestricted cash position of the group as of 31 December 2023 was $0.112m
which decreased from $0.341m from the previous year. This drop in cash
reflects the operating profit generated during the year, less the investments
made into the LCCM and Redmoor projects as detailed in the Group Statement of
Cash Flows.
The share price of the Company at year end was 0.10p (2022: 0.25p).
The group had only one minor health and safety or environmental incident
during the year. (2022: nil)
Strategy
In early 2016, the Company adopted a strategy emphasising both an operating
and investment strategy which is continued today.
The Operating Strategy is centred on maintaining and improving cash flows from
the Company's magnetite stockpile at the Cobre mine in New Mexico, USA, whilst
also limiting corporate overheads in line with this profitability, thus
ensuring operating self-sufficiency.
The Investment Strategy is built around investment in projects that relate to
metals expected to increase in demand and price over the medium term.
The Company is well positioned to execute its plans to restart full LCCM
production, subject to sourcing funding, and commencing a Pre-Feasibility
Study at Redmoor.
Outlook and Prospects
The Company continues to maintain controls on its overheads, is focused on
restarting production at Leigh Creek in 2024, securing and expanding Cobre's
profitable domestic sales and progressing the Redmoor Tin and Tungsten mine to
a "pre-feasibility" stage.
The Board is confident that the outlook for the Company is encouraging having
weathered testing times since 2020. The Company is actively pursuing
non-dilutive funding approaches, both joint venture and debt style, to
progress both LCCM and Redmoor. The low holding cost of these projects, the
low level of debt in the Company and the now extended access to the Cobre
magnetite stockpile, with its associated cash flow, provides the Company the
flexibility, when considering financing options, to extract maximum value from
these investments.
Current expectations are that funding for LCCM can be sourced so that
production can commence later in 2024.
Regarding the Redmoor project, expected time frames here are longer with the
next goal being the preparation of a pre-feasibility study to be followed by a
bankable feasibility study. Each study is expected to take two to two and a
half years to complete, and the Company has begun to access grant funding to
assist in the completion of the pre-feasibility study.
The robust performance of commodity prices, notably copper and tin, have
provided some optimism for the Company.
Directors' section 172 statement
Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of stakeholders and other matters in their
decision making. The Directors continue to have regard to the interests of the
Company's employees and other stakeholders, the impact of its activities on
the community, the environment and the Company's reputation for good business
conduct, when making decisions. In this context, acting in good faith and
fairly, the Directors consider what is most likely to promote the success of
the Company for its members in the long term. We explain in this annual
report, and referenced below, how the Board engages with stakeholders.
Likely consequence of any decision in the long term
The Chairman's Statement, Strategic Report Business Strategy and the Corporate
Governance Statement set out the Company's long-term rationale and strategy.
Interests of employees
The Employee section of the Company's Corporate Governance Statement sets out
the Company's approach to the interests of its employees.
Foster business relationships with suppliers, customers, and others
The Company's approach to business relationships with stakeholders and
shareholders are set out in the Company's Corporate Governance Statement.
Community and environment
The Company's approach to the community is set out in the Corporate Governance
Statement.
Maintain high standards of business conduct
The Corporate Governance Statement sets out the Board and Committee structures
and extensive Board and Committee meetings held during 2023, together with the
experience of executive management and the Board and the Company's policies
and procedures.
Act fairly between shareholders
The Corporate Governance Statement sets out the process the Company follows to
ensure it all shareholder interests are preserved and enhanced.
Principal Decisions made by the Board
We define principal decisions as both those that have long-term strategic
impact and are material to the Group, but also those that are significant to
our key stakeholder groups. In making the following principal decisions, the
Board considered the outcome from its stakeholder engagement, the need to
maintain a reputation for high standards of business conduct and the need to
act fairly between the members of the Company:
(a) Commitment to creation of a second income stream
at Leigh Creek
The Board considers the creation of a second income stream to the Company,
particularly where the asset is owned and controlled by the Company, of
extremely strategic importance to the Company. However, given the
deterioration in the Company's share price, it has taken the strategic view
that the progress of the Leigh Creek Copper Mine into production needs to be
funded at the asset level either by debt or equity. Accordingly, the Board and
Management have concentrated efforts in sourcing funding at the LCCM level.
While the Board and Management are confident that LCCM will be funded and
operating, due to the lack of success in securing finance, especially given
the dire status of capital markets in 2023, management has assessed that the
asset is impaired and an impairment expense of
$8.898m will be recorded in the profit and loss.
(b) Debt management
Apart from lease liabilities associated with funding equipment at SMG, the
Board has repaid all debts except for a small working capital loan (circa US
$34,000) which also had attached warrants on SML stock.
c) Progression of Redmoor Tin and Tungsten Project
The Board continues to focus its attention on securing the progress of the
Redmoor project with minimal parent dilution and considers that the placement
of Tin and Tungsten on the UK critical minerals list played a significant role
in the Company accessing government grant funding. The grant funding being
sourced does not preclude the Company looking for an appropriately resourced
joint venture partner that could assist in the completion of feasibility
studies.
d) Limiting of Equity Raises in Line with Investment in Value Added
Project Progression
The Board has adopted a policy of seeking to limit Strategic Minerals plc's
capital raisings, and hence shareholder dilution, as much as possible and to,
generally, ensure that the bulk of funds raised are for value added
purposes/projects.
e) Commitment to funding operating costs from Cobre cash flows
The Board has adopted a long running strategic objective to maintain corporate
overheads within after tax cash flow generated from its Cobre operations. In
this manner, any dilutive equity issues are directed at potentially value
accretive investments to progress projects. Whilst this could not be achieved
in 2023, the Board and Management are confident this was a "one off"
experience and consider this highly achievable in 2024.
In making the above principal decisions, the Directors believe that they have
considered all relevant stakeholders, potential impact and conflicts, the
Company's business model and its long-term strategic objectives, and have
acted accordingly to promote the success of the Company for the benefit of its
members as a whole.
The Strategic Report was approved and authorised for issue by the Board of
Directors and was signed on its behalf by:
John Peters Managing Director 18 June 2024
REPORT OF DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report and the audited financial statements for
Strategic Minerals Plc ("the Company") and its wholly owned subsidiaries ("the
Group") for the year ended 31 December 2023.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Company is a public limited company registered in the UK whose registered
office is 27/28 Eastcastle Street, London, W1W 8DH.
The principal activity of the Company is a holding company. The principal
activity of the Group is the exploration, development, and operation of mining
projects.
A review of the Group's business during the financial year and its likely
development is given in the preceding Chairman's Report and Strategic Review.
RESULTS AND DIVIDENDS
The Group recorded a loss after taxation for the year of $9,189,000 (2022
profit: $84,000).
The Directors do not propose to recommend any distribution by way of dividend
for the period ended 31 December 2023.
DIRECTORS
The Directors who served the Company during the period and prior to the
release of this report were as follows:
Current Directors
Alan Broome AM (appointed 2 July 2015) John
Peters (appointed 21
January 2015)
Peter Wale (appointed 12 July 2016)
Jeffrey Harrison (appointed 7 February 2018,
resigned 25 April 2023)
DIRECTORS' INTEREST IN SHARES AND OPTIONS
The persons who held office during the year or at the year-end had the
following interests in share capital and options of the Company as detailed
below.
Director Shares held Shares held Shares held
at reporting date 31 December 2023 31 December 2022
John Peters 81,000,000 81,000,000 81,000,000
Peter Wale 80,767,266 80,767,266 80,767,266
Alan Broome AM 9,172,319 9,172,319 9,172,319
Jeffrey Harrison (resigned 25th April 2023) 1,669,642 1,669,642 1,669,642
No options were held as at the reporting date and as at 31 December 2023 for
all Directors.
DIRECTORS' REMUNERATION AND SERVICE CONTRACTS
Under their respective service contracts, the officers of the company received
fees as detailed in the Directors' Remuneration table in Note 6.
SUBSTANTIAL SHAREHOLDERS
As at 15 June 2024 shareholdings of 3% or more of the issued share capital
notified to the Company were:
Number of 0.1p ordinary shares Percentage of issued share capital
Charles and Alexandra Manners 91,130,742 4.52
RAB Capital (Phillip Richards) 81,000,000 4.02
John Peters 81,000,000 4.02
Peter Wale 80,767,266 4.01
Based on the total issued share capital of 2,015,964,616.
POLITICAL CONTRIBUTIONS
There were no political contributions made by the Group during the year ended
31 December 2023 (2022: Nil).
INFORMATION TO SHAREHOLDERS - WEBSITE
The Company has its own website (www.strategicminerals.net
(http://www.strategicminerals.net/) ) for the purposes of improving
information flow to shareholders, as well as to potential investors.
GOING CONCERN
The Directors have considered the Group and Parent Company's (together "the
Group") ability to continue as a going concern through review of cash flow
forecasts prepared by management for the period to 31 December 2025 and a
review of the key assumptions on which these are based and sensitivity
analysis.
The Company forecasts that to have sufficient funds to meet all operating
costs until December 2025, the Group is reliant on cash being generated from
the Cobre asset in line with forecast.
As outlined by the Board, it is intended that any funds required to progress
either the Leigh Creek Copper Mine and/or Redmoor projects will be sourced at
the asset level and Management are actively pursuing such funding.
The Directors have a reasonable expectation that the Group will have access to
sufficient resources by way of debt or equity markets should the need arise.
Consequently, the consolidated financial statements have been prepared on a
going concern basis.
The financial report does not include adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts
and classification of liabilities that might be necessary should the Group not
continue as a going concern.
INDEMNITY OF OFFICERS
The Group currently maintains insurance to cover against legal action brought
against its directors and officers. It evaluates on the appointment of new
directors whether an indemnity from the Company for the actions of previous
directors is warranted. However, the Group may purchase and maintain, for any
Director or officer, insurance against any liability in the near future
pending the evolution and complexity of any further new projects undertaken by
the Company.
FINANCIAL RISK MANAGEMENT
Refer to Note 3 to the financial statements for further details.
EVENTS AFTER THE END OF THE REPORTING PERIOD
Refer to Note 25 to the financial statements for further details.
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the Company's website. The maintenance
and integrity of the website is the responsibility of the Directors. The
Directors' responsibility also extends to the financial statements contained
therein.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors, at the time of approval of their report, are aware:
· there is no relevant audit information of which the Group's
auditors are unaware; and
· the Directors have taken all steps that they ought to have taken
as Directors in order to make themselves aware of any relevant audit
information and to establish that the auditors are aware of that information.
AUDITORS
In accordance with section 489 of the Companies Act 2006, Shipleys LLP were
appointed as auditors of the Group at the Annual General Meeting in July 2023.
By order of the Board
John Peters Director
18 June 2024
STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE YEAR ENDED 31 DECEMBER 2023
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 are required to prepare the group
and company financial statements in accordance with UK adopted international
accounting standards. 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;
· make judgements and accounting estimates that are reasonable
and prudent;
· state whether they have been prepared in accordance with UK
adopted international accounting standards subject to any material departures
disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the company will
continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
STRATEGIC MINERALS PLC CORPORATE GOVERNANCE STATEMENT
Board of Directors
The aim of the Board is to function at the head of the Group's management
structures, leading and controlling its activities and setting a strategy for
enhancing shareholder value. Regular meetings are held to review the Group's
forward planning. The Board currently consists of a Non-Executive Chairman, a
Managing Director, and an Executive Director.
The Directors recognise the importance of sound corporate governance
commensurate with the size and nature of the Company and the interests of its
shareholders and, in 2018, formally adopted The QCA Corporate Governance Code
(the 'QCAC") after noting that it had, effectively, implemented its content in
its previous arrangements.
In addition to the details provided below, governance disclosures can be found
at the company's website at www.strategicminerals.net
(http://www.strategicminerals.net/)
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Board has developed and enunciated a strategy and business model as
detailed on the Company's website at
https://www.strategicminerals.net/company/strategy.
(https://www.strategicminerals.net/company/strategy)
The Board considers the Company's strategy provides a framework for medium to
longer term growth in shareholder value.
The major risks to the Company's overall strategy stem from the potential
failure to maintain access to the Cobre magnetite stockpile and overextending
its cash requirements.
With respect to the exposure to operating cash flow only from the Cobre
magnetite stockpile, the Board actively embarked on a search for a near term
cash flow asset in our preferred mineral suite. With the addition of Leigh
Creek Copper Mine, the Board feels it has, to a large extent, mitigated this
risk, although it has now developed a new risk associated with the
re-commencement of operations at Leigh Creek Copper Mine. Again, Management
and the Board have sought to address such concerns through ensuring that
sufficient resources are allocated to the project to give it the greatest
chance of success.
In relation to cash flow management of the Company, Management and the Board
closely monitor existing and expected cash flow resources and plans for
committing these to project development and covering of corporate overheads.
Additional to this, the Board regularly is in contact with market participants
to ensure that sufficient interest is maintained in the market and that the
Company can, generally, raise funding as required.
A consideration of broader risks of the Company can also be found at pages 15
to 17 of this report and the financial instruments note 3 of these financial
statements.
Principle 2: Seek to understand and meet shareholder needs and expectations.
Shareholder input and communication has been actively sought by the Board
through direct contact with shareholders at both the Annual General Meeting,
shareholder information evenings (sometimes combined with the Annual General
Meeting), monitoring of social media platforms, regular RNS releases,
interviews on both Proactive Investors and Vox Markets (including occasional
shareholder Q & A sessions) and direct one on one meetings with larger
investors. At all times, due regard is given to the price sensitive nature of
comments.
All shareholders are encouraged to attend the Company's Annual General Meeting
and investors have access to current information on the Company through its
website and via the info@strategicminerals.net
(mailto:info@strategicminerals.net) email address.
Principle 3: Consider wider stakeholder and social responsibilities and their
implications for long-term success
As the Company is involved in the mining industry, the Board is highly
cognisant of its responsibility not only to shareholders but in the broader
community. As such, it has adopted a policy to ensure adequate community
consultation is undertaken in the areas where we operate. Notably, in New
Mexico USA, Cornwall UK and Leigh Creek Australia, communication with local
residents and active involvement in the community has been encouraged.
Additionally, the Company has a policy to, where possible, employ local
residents when undertaking operations. To date, this has proven highly
successful with all locations recording either none or extremely low levels of
community dissent.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The management of the business and the execution of the Group's strategy are
subject to a number of risks. The Company regularly reviews the principal
risks that face the business and assesses appropriate responses to mitigate
and, where possible, eliminate potential adverse impact.
The Board is constantly undertaking a review of risk and, as a mining company,
has adopted and engendered a safety culture within the Company to ensure that
personnel safety is considered above financial reward.
Information in relation to the Key Risks and Uncertainties that are relevant
to the group are set on page 15-17 of this report.
Board Committees
The Board has established separate sub-committees around audit (chaired by
Alan Broome AM) and remuneration within the Company (chaired by Alan Broome
AM) shared by the entire Board, excluding the Managing Director. Additionally,
a separate safety sub-committee (chaired by Alan Broome AM) operated in 2023
with both Alan Broome AM and Jeffrey Harrison (resigned 25 April 2023)
comprising its membership.
Given the composition of the Board and the size of the Company, it is felt a
separate Nomination Committee is not yet warranted. However, as the Company's
operations expand, the Board will monitor this aspect of operations and will
respond accordingly. The Board collectively undertakes the function of such a
committee and where conflicts arise the Directors exclude themselves from
voting on such matters.
Further information on the Company's Remuneration, Safety and Audit Committees
and their policies are set out under Principle 9 below.
Member details of the sub committees as at the date of this report are:
Members Remuneration Committee Safety Committee Audit Committee
Mr Alan Broome AM - Non-Executive Chairman Chair Chair Chair
Mr Peter Wale - Executive Director
John Peters - Managing Director
Principle 5: Maintaining the Board as a well-functioning, balanced team led by
the chair
There are currently three (3) Board Directors (one of which are non-executive)
and the Board considers that, at this time, this is appropriate to the
Company's current level of operations, although this is reviewed formally at
least annually. The Board is considered well balanced in that:
- Mr Alan Broome AM, the Non-Executive Independent Chairman, provides a
sounding board for corporate strategy, a wealth of mining experience, is a
metallurgist by training and is highly experienced in corporate governance. As
such Alan is not involved with the day-to-day operations of the Company and
provides guidance at the Board level. It is Management (notably John Peters
and Peter Wale) who have the responsibility to formulate overall strategy,
propose it to the Board, adjust the strategy for Board feedback and then enact
the approved strategy.
- John Peters, the Managing Director, brings in-depth strategic management
and investment banking experience. His practical management has helped to
focus the Company and its consultants on the overall strategy while managing
the hands on, day to day management.
- Peter Wale, the Executive Director, provides an invaluable bridge to
shareholders providing insights into shareholder requirements as well as
monitoring and handling media aspects. Peter, along with John Peters, manage
the Company's interface with shareholders, media and the investment community.
Peter has also undertaken an executive role in the management of Cornwall
Resources Limited.
- Jeffrey Harrison, the Non-Executive Director (resigned 25 April 2023)
provided practical mining operational skills to ensure appropriate review of
development plans and has contributed to the safety culture within the Company
and maintained complete independence in reviewing decisions. Jeff performed
this role divorced from the running of the Company and, as such, was
considered independent when performing his duties as a Director.
All Directors are encouraged to use their independent judgement and to
challenge all matters, whether strategic or operational.
Attendance at Board and Committee Meetings
The Board aims to meet at least eight times a year and as required from time
to time to consider specific issued required for decision by the board.
The Company held 6 Board meetings and a number of sub-committee meetings
during the reporting period and the number of meetings attended by each of the
Directors of the Company during the year to 31 December 2023 were:
The directors attended all board meetings and committee meetings that they
were eligible and required to attend.
Directors' conflict of interest
The Company has effective procedures in place to monitor and deal with
conflicts of interest. The Board is aware of the other commitments and
interests of its Directors, and changes to these commitments and interests are
reported to and, where appropriate, agreed with the rest of the Board.
Time Commitment of Directors.
The Managing Director is employed by the Group on a full-time basis, whereas
Mr Wale (Executive Director) and the Non- Executive Directors are remunerated
on fixed fee part time basis and are remunerated for hours over and above
their normal duties.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Biographies for the Directors can be found in the 'Board of Directors and
Corporate Management' section of the company website at
https://www.strategicminerals.net/company/our-team.html
(https://www.strategicminerals.net/company/our-team.html)
The Board is not dominated by one person or group of people.
The Board undertakes regular reviews of its capacity to guide the Company in
seeking to implement the Company's strategy. The appointment of Jeff Harrison
in February 2018 illustrates how the Board, realising the need to increase its
collective mining operational experience added a fourth Director with such
skills. The Board also reviews periodically the appropriateness and
opportunity for continuing professional development whether formal or
informal. It is the intention that Mr Harrison will be replaced during 2024.
Independent advice
All Directors are able to take independent professional advice in the
furtherance of their duties, if necessary, at the Company's expense. In
addition, the Directors have direct access to the advice and services of the
Company Secretary, Chief Financial Officer, Company's NOMAD, lawyers and
auditors.
Re-election of Directors
The Company's Articles of Association require that one-third of the Directors
must stand for re-election by shareholders annually in rotation and that any
new Directors appointed during the year must stand for election at the AGM
immediately following their appointment.
Principle 7: Evaluate the Board performance based on clear and relevant objectives, seeking continuous improvement
Given the size of the Company and the small but critical nature of the roles
of the Directors, board performance measures have not been independently
developed. The Company relies upon the market and shareholder feedback to
assess the Board's performance.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Directors recognise that their decisions regarding strategy and risk will
impact the corporate culture of the Company as a whole and that this will
impact the performance of the Company. The Board seeks to embody and promote a
corporate culture that is based on sound ethical values as it believes the
tone and culture set by the Board impacts all aspects of the Company,
including the way that employees and other stakeholders behave.
The Company has adopted a code for Directors' and employees' dealings in
securities which is appropriate for a company whose securities are traded on
AIM and is in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016.
The formation of the Safety Committee and the manner in which options are
allocated to Directors and key management/consultants has created a team
environment in which the running of the company is aligned with medium to
longer term shareholder goals.
These measures enable the Company to determine that ethical values and
behaviours are recognised and respected.
Principle 9: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
As a resource development company, the Board considers the crucial governance
structures and processes revolve around Safety and Audit.
Safety Committee
Safety is a critical matter, particularly given the capacity for harm to
employees and consultants. The purpose of the Safety committee is to ensure
that our vision, to provide a safe workplace where no harm comes to anyone, is
applied at all of the Company's locations and that a culture of Safety purveys
throughout the organisation.
The Company believes that all reasonable efforts should be undertaken to
ensure incidents are prevented, management have ultimate accountability for
health and safety but everyone on site has a responsibility to ensure no one
comes to harm and employees have the responsibility to stop any job or
activity they believe is unsafe and could cause harm to people.
The Safety Committee attempts to monitor, and report to the full Board, on the
achievement of the Company in devoting the necessary resources needed to
create a working environment, both physically and supervisorial, in which our
people and others under our influence and control can work without sustaining
injury or suffering ill health; ensuring no business target takes priority
over health and safety; using risk assessments to identify hazards and unsafe
behaviours and introduce actions to reduce the risk to acceptable levels;
investigating and reporting all accidents and dangerous occurrences and
preventing future incidents; setting safety targets with the aim of preventing
incidents and accidents and communicate the performance to all employees;
ensuring all employees are competent to carry out the tasks assigned to them
by providing the relevant information, instruction, training and supervision
required; encouraging everyone to contribute to working safely and preventing
accidents; designing, constructing, operating and maintaining all equipment,
buildings and structures to ensure a safe operation; and comply with all
current legislation and codes of practice.
Audit Committee
The purpose of the Audit Committee is to provide formal and transparent
arrangements for considering how to apply the financial reporting and internal
control principles set out in the QCAC and to maintain an appropriate
relationship with the Company's auditors. The key terms are as follows:
- to monitor the integrity of the financial statements of the Company and
Group, and any formal announcement relating to the Company's performance.
- to monitor the effectiveness of the external audit process and make
recommendations to the Board in relation to the appointment, re-appointment
and remuneration of the external auditors;
- to keep under review the relationship with the external auditors including
(but not limited to) their independence and objectivity;
- to keep under review the effectiveness of the Company's financial
reporting and internal control policies and systems;
- to review key judgements and estimates relating to the impairment
assessment of project assets - LCCM, CRL and
- to assess the ability of the group to remain a going concern.
Further details of board committees are given under Principle 5 above.
Securities Trading
The Company has adopted a share dealing code for dealings in shares by
Directors and senior employees which is compliant with the Market Abuse
Regulation (EU) No 596/2014 ("MAR") and appropriate for an AIM company. The
Directors will comply with MAR and AIM Rule 21 relating to dealings and will
take all reasonable steps to ensure compliance by persons discharging
managerial responsibility ("PDMR") and persons closely associated with them.
Suitability of governance structures
The Board intends that the Company's governance structures evolve over time in
parallel with its objectives, strategy and business model to reflect the
development of the Company.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Directors believe a healthy dialogue exists between the Board, the
Company's shareholders and other stakeholders. The Board regularly has reports
on shareholder feedback through summary of social media comments, shareholder
information evenings and undertakes site visits and customer visits throughout
the year.
In addition, all shareholders are encouraged to attend the Company's Annual
General Meeting. The outcomes of all shareholder votes are disclosed in a
clear and transparent manner via a regulatory information service, such as RNS
of the London Stock Exchange.
The Company includes historical annual reports, notices of general meetings
and RNS announcements over the last five years on its website. The Company
lists contact details on its website and on all announcements released via
RNS, should shareholders wish to communicate with the Board.
The Company will include, when relevant, in its annual report, any matters of
note arising from the audit or remuneration committees.
STRATEGIC MINERALS PLC AUDIT COMMITTEE REPORT
This report addresses the responsibilities, the membership, and the activities
of the Audit Committee in 2023 up to the approval of the 2023 Annual Report
and 2023 year-end Financial Statements.
Responsibilities
The main responsibilities of the Audit Committee are the following:
1) monitor the integrity of the annual and interim financial
statements;
2) Review the effectiveness of financial and related internal
controls and associated risk management;
3) Manage the relationship with our external auditors including
plans and findings, independence, and assessment regarding reappointment.
Membership
Members of the Audit Committee are Alan Broome AM (Chairman), Peter Wale and
Jeffrey Harrison. (Resigned 25 April 2023)
Activities in 2023
With regard to the 2023 year-end Audit, the committee has reviewed the
following key audit matters:
1. Going Concern
The Directors have considered the Group and Parent Company's (together "the
Group") ability to continue as a going concern through review of cash flow
forecasts prepared by management for the period to 31 December 2025 and a
review of the key assumptions on which these are based and sensitivity
analysis.
The Company forecasts that to have sufficient funds to meet all operating
costs until December 2025, the Group is reliant on cash being generated from
the Cobre asset in line with forecast.
As outlined by the Board, it is intended that any funds required to progress
either the Leigh Creek Copper Mine and/or Redmoor projects will be sourced at
the asset level and Management are actively pursuing such funding.
The Directors have reasonable expectation that the Group will have access to
sufficient resources by way of debt or equity markets should the need arise.
Consequently, the consolidated financial statements have been prepared on a
going concern basis.
The financial report does not include adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts
and classification of liabilities that might be necessary should the Group not
continue as a going concern.
2) Impairment Assessments
The Committee has reviewed the judgements surrounding the impairment
assessments required under IAS36 for LCCM and IFRS6 for Central Australian
Rare Earths Pty Ltd ("CARE") and CRL.
CARE: The Group reduced the carrying amount of the asset to
nil in 2019 and recognised an impairment loss. During 2021 all tenements have
been relinquished to the Western Australian government.
CRL: The Redmoor projects are early-stage exploration
projects. The Committee is satisfied that results from exploration activity
provide sufficient evidence of the continued prospectivity of the asset.
Accordingly, no impairment indicators have been identified.
LCCM: There are significant indicators of impairment for the
LCCM project. The Group has reduced the carrying amount of the asset to nil
and recognised an impairment loss.
STRATEGIC MINERALS PLC AUDIT COMMITTEE REPORT (continued)
The last 12 months has seen a continued tightening of the availability of
project finance not only in South Australia but around the world.
Markets for the type of project funding required by LCCM have been severely
impacted. This, combined with rising inflation has put unprecedented pressure
on development of this type of asset.
The LCCM project has been, and continues to be, extensively marketed to
potential investors/purchasers. This has included a full review by major
Australian mining groups and international funders who have passed on the
project.
Despite improvements in the economics of the project, associated with higher
copper prices, the Board and Managements efforts to secure funding, have not
resulted in a transaction being achieved.
Accordingly, management has assessed that indicators for impairment exist.
In order to present a conservative view of the Company's financial position,
the full carrying value of the LCCM project has been impaired. However, the
Directors and Management consider that, once funding has been secured, this
impairment will be reversed.
The recoverable amount of the LCCM project is assessed to be lower than its
carrying value, such that an impairment charge of $8.898m has been recognised
in the Consolidated Statement of Comprehensive Income.
The Impairment charge comprises:
Impairment of Development Asset $8.033m Impairment of Intangible Asset $0.545m
Impairment of Plant and Equipment $0.320m
TOTAL
$8.898m
The impairment charge of $8.898m has been reduced the carrying value of the
LCCM asset from $8.898m to nil.
Conclusion
In 2024 and beyond, the Committee will continue to adopt the new reporting and
regulatory requirements and ensure that the system of internal controls is
both maintained and regularly reviewed for improvement. The Committee will
also continue to review group assets for triggers that may indicate impairment
and closely monitor the financial risks faced by the business and progress
made towards mitigating these.
For and on behalf of the Audit Committee
Alan Broome AM 18 June 2024
Chair of Audit Committee
STRATEGIC MINERALS PLC REMUNERATION COMMITTEE REPORT
This remuneration report has been prepared by the Remuneration Committee and
approved by the Board. The report for 2023 sets out the details of
remuneration for the Directors and discloses the amounts paid during the year.
Membership
Members of the of the Remuneration Committee are Alan Broome AM (Chairman)
Peter Wale and Jeffrey Harrison (resigned 25 April 2023). Other Directors are
invited to attend as appropriate provided they do not have a conflict of
interest. The aim of the Remuneration Committee is to attract, retain and
motivate the executive management of the Company and to offer the opportunity
for employees to participate in share option schemes to incentivise employees
to enhance shareholder value.
Director Remuneration
Compensation for Directors who held office during the year is as follows:
2023 Directors’ Salary and Consultancy Share
fees fees based payments Total
2023 2023 2023 2023
$’000 $’000 $’000 $’000
A Broome AM 12 54 - 66
J Peters 12 128 - 140
J Peters – Capitalised Fee* - 45 - 45
P Wale 39 - - 39
P Wale – Capitalised Fee* 60 - - 60
J Harrison 4 8 - 12
J Harrison -Capitalised Fee** - 17 - 17
Total 127 252 - 379
2022 Directors’ Salary and Share based
Consultancy
fees fees payments Total
2022 2022 2022 2022
$’000 $’000 $’000 $’000
A Broome AM 12 58 3 73
J Peters 13 117 5 135
J Peters – Capitalised Fee* - 65 - 65
P Wale 40 - 3 43
P Wale – Capitalised Fee* 60 - - 60
J Harrison 12 24 - 36
J Harrison -Capitalised Fee** - 36 - 36
Total 137 300 11 448
*During 2023 and 2022, J Peters and P Wale provided extended director services
to CRL and LCCM. This expenditure is capitalised as part of Deferred
Exploration and Evaluation Expenditure or the Development Asset.
**J Harrison provided consultancy services for CRL. This expenditure is
capitalised as part of Deferred Exploration and Evaluation Expenditure.
Details of other Director related party transactions are detailed at Note 24.
J Peters, as the only full time Director, is the highest paid Director in 2023
and 2022.
It should be noted that the Directors of the Company, since becoming
Directors, have not sold any shares outright and that, as at the date of this
report, all implied gains on options have not materialised and implied losses
exist.
Further,
Going forward into 2024 and beyond, the Committee and I will remain focused on
ensuring that reward at the Company continues to be closely aligned with the
delivery of long-term shareholder value.
For and on behalf of the Remuneration Committee
Alan Broome AM 18 June 2024
Chair of Remuneration Committee
STRATEGIC MINERALS PLC
INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2023
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STRATEGIC MINERALS PLC
Opinion on the financial statements
In our opinion:
• 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 31 December 2023 and of
the Group's profit 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.
We have audited the financial statements of Strategic Minerals plc (the
'Parent Company') and its subsidiaries (the 'Group') for the year ended 31
December 2023 which comprise of the Consolidated statement of comprehensive
income, the Consolidated and Company statements of financial position, the
Consolidated and the Company statements of cash flows, the Consolidated and
the Company statements of changes in equity and notes to the financial
statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in the preparation of the
Group and Parent Company financial statements is applicable law and UK adopted
international accounting standards and as regards the Parent Company financial
statements, as applied in accordance with the provisions of the Companies Act
2006.
Basis for opinion
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 believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group and the 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.
Material uncertainty related to going concern
We draw attention to note 1 to the financial statements which indicates that
the Group's ability to continue as a going concern is reliant upon cash
generated from the Cobre asset and on raising debt or equity funding to
progress the development of the Redmoor project and provide working capital.
As stated in note 1, these conditions, along with other matters set out in
note 1, indicate a material uncertainty exists that may cast significant doubt
on the Group and Parent Company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
We identified going concern as a key audit matter based on our assessment of
the significance of the risk and the effect on our audit strategy.
Our evaluation of the Directors' assessment of the Group and the Parent
Company's ability to continue to adopt the going concern basis of accounting
and our audit procedures in response to this key audit matter included the
following:
· We obtained and reviewed the Directors' assessment with regards
to going concern and audited the key assumptions used by management in
assessing the going concern status.
· We have obtained and assessed the Directors' cash flow forecasts
based on our knowledge of the business, including considering potential risks
and uncertainties associated with the Group.
· We compared recent sales information to the Directors' forecast
including the impact of the return of one of the groups major customers.
· We discussed with Management and the Board the Group's strategy
to obtain further capital to fund its development plans as required.
· We have obtained and reviewed post year-end board minutes to
confirm the group's ability to secure short-term financing as required.
· We reviewed and considered the adequacy of the disclosure within
the financial statements relating to the directors' assessment of the going
concern basis of preparation.
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview
100% (2022: 100%) of Group revenue
99% (2022: 99%) of Group total assets
Coverage
2023 2022
Going
Concern
P P
Carrying value of property, plant, and equipment -
P P
Key audit matters
Leigh Creek development asset
Carrying value of exploration and
evaluation
P P
assets
Revenue
recognition
P P
Management override of
controls
P P
Materiality Group financial statements as a whole
$132,120 (2022: $152,000) based on 2.0% (2022: 1.0%) of Total Assets.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. In particular,
we looked at areas where the Directors' made subjective judgements, which
involved making assumptions and considering future events that are inherently
uncertain, such as their going concern assessment. We also addressed the risk
of management override of internal controls, including assessing whether there
was evidence of bias by the Directors that may have represented a risk of
material misstatement.
In assessing the risk of material misstatement to the Group financial
statements, and to ensure we had adequate quantitative coverage of significant
accounts in the financial statements, our Group audit scope focused on the
Group's principal operating locations being Australia (Leigh Creek Copper Mine
Pty Ltd, "LCCM"), USA (Strategic Minerals Group LLC, "SMG") and the United
Kingdom (Cornwall Resources Limited "CRL" and Strategic Minerals Plc "SML,
Parent Company").
LCCM, SMG, CRL and SML were regarded as being significant components of the
Group, which were selected, based on their size and risk characteristics.
The remaining components of the Group were considered non-significant.
The audits of each component were performed in the United Kingdom and were
conducted by the Group engagement team.
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) that 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. In addition to the matter
identified in the material uncertainty related to going concern section above
we determined that the following were key audit matters.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of Leigh Creek development asset The Group's Property, plant and equipment - Development asset represents Our procedures in relation to management's assessment of the carrying value of
capitalised development expenditure on the Leigh Creek Copper Mine ("LCCM"), LCCM included, but were not limited to the following:
Refer to note 2 and 11 of the ("Development asset").
Financial statements for further information. The carrying value of the asset which was $8.898m has been impaired in full at
the balance sheet date to nil after an impairment review was carried out by · We reviewed Management's assessment of indicators of impairment for
management. The impairment loss of LCCM and considered the requirements of IAS36 Impairment of assets ("IAS 36").
$8.898m has been taken to the consolidated statement of comprehensive income · We reviewed the license documentation, confirmed that valid licenses
exist, discussed with management the current renewal position of licenses
Management are required to assess at least annually, whether there is any which were due to expire and assessed if the Group is in compliance with
indication that the Group's development assets may be impaired and are license terms.
required to perform a detailed assessment where these conditions exist.
· We challenged the key assumptions applied by management in assessing
whether there were any indications of impairment. This included the following:
The assessment of the recoverable value of the Development asset requires - Reviewing the availability of project financing.
significant judgment and estimates to be made by management. These include;
forecast copper prices, exchange rates, production and reserves over the - Considering the impact of market and economic factors on the
projects life, discount rates and operating and development costs. group's ability to raise equity to finance to fund the project.
- Comparing forecast copper pricing against market pricing.
The carrying value of the Leigh Creek development - Reviewing anticipated future trends with regards to the demand
and supply of copper.
- Comparing foreign exchange rate assumptions to market forecasts.
- Reviewing internal documentation prepared by the group for
evidence of physical damage or obsolescence with regards to the asset.
Key observation:
Based on our audit procedures carried out we can confirm that there are
sufficient conditions in place which indicate that the LCCM asset is impaired
and that it is appropriate for the impairment loss to be provided in in the
financial statements. The
carrying value of nil is therefore appropriate.
asset is therefore considered a key audit matter given the level of judgment
and estimation involved.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of exploration and evaluation assets The Group's capitalised exploration expenditure in Cornwall Resources Limited Our procedures included, but were not limited to the following:
("CRL") amounted to $5.56m at year-end.
Refer to note 9 of the Financial statements for further information.
· We reviewed management's current Impairment assessment report for CRL
The Directors have assessed whether there are any indications that these in accordance with the requirements of IFRS 6. This included performing the
assets may be impaired in accordance with the requirements of IFRS 6 following procedures:
Exploration for and Evaluation of Mineral Resources ("IFRS 6").
- We reviewed the Group's licence documentation to confirm that the
Due to the value attributed to the assets and the significant level of Group has valid tenure over its area of interest.
judgement involved in the impairment analysis, the carrying value of
Exploration and Evaluation assets is considered to be a key audit matter. - We discussed with management the exploration activity undertaken
during the year to assess if there are any facts or circumstances that would
indicate that the project is uneconomical or unlikely to be developed.
- We obtained budgets, cash-flow forecasts, and minutes of meetings to
confirm that there is an intention to continue to explore the project area.
Key observation:
Based on the work performed we found management's assessment of the carrying
value of CRL to be appropriate.
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition There is a presumed risk of fraud and error in revenue recognition. Our procedures included, but were not limited to the following:
Refer to note 1 of the Financial statements for further information. · We carried out procedures to test revenue and to consider whether the
application of the revenue recognition policy was appropriate.
· We carried out revenue cut off testing to ensure that revenue was
recognised within the correct accounting period.
Key observation:
Based on the work performed we can conclude that revenue has been recognised
in the correct accounting period and is not materially misstated.
We have reviewed journal adjustments and the rationale behind them and have
considered whether these have been subject to potential management bias.
Management override of controls There is a presumed risk that Management is able override controls.
Key observations:
From our procedures carried out no adverse issues were identified with regards
to management override of controls.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
2023 2022 2023 2022
$ $ $ $
Materiality 131,120 152,000 110,000 88,000
Basis for determining materiality 2% of Total Assets 1% of Total Assets 2% of Total Assets 1% of Total Assets
Rationale for the benchmark applied We consider total assets to be the most significant determinant of the Group's The Parent Company is a holding company which performs fund raising activities
financial performance as the Group has invested significantly in its and incurs other administrative expenditure. As the strategic focus of the
Development and Exploration assets and these are considered to be the key Company is monetising its asset base, we have determined that an asset-based
value driver for the Group. materiality is the appropriate basis
of materiality.
Performance materiality 99,090 114,000 88,000 66,000
Basis for determining performance materiality We use a different level of materiality (performance materiality) to determine
the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of specific risk
of each audit areas having regard to the internal control environment.
Performance materiality was set at 75% of the above materiality level.
Component materiality
We set materiality for each component of the Group based on a percentage of
between 50% and 60% (2022: 50% and 60%) of Group materiality dependent on the
size and our assessment of the risk of material misstatement of that
component. Component materiality ranged from $66,060 to $79,270 (2022: $76,000
and $91,200). In the audit of each component, we further applied performance
materiality levels of 75% (2022: 75%) of the component materiality to our
testing to ensure that the risk of errors exceeding component materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of
$6,600 (2022: $7,600). We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
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. We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and Directors' report In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic report and the Report of
the directors' for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic report and the Report of the directors' have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors'
report.
Matters on which we are required to report by exception 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 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 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.
Extent to which the audit was 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:
· Holding discussions with the Directors and the Audit Committee
and considering any known or suspected instances of non-compliance with laws
and regulations or fraud;
· Making enquiries of Directors as to whether there was any
correspondence from regulators in so far as the correspondence related to the
Financial Statements;
· Reviewing minutes from board meetings of those charges with
governance to identify any instances of non-compliance with laws and
regulations;
· Gaining an understanding of the laws and regulations relevant to
the Group and Parent Company and the industry in which it operates, through
discussion with management and our knowledge of the industry. These included
the listing rules, the financial reporting framework, UK Companies Law, tax
legislation and environmental regulations in the UK, USA, and Australia;
· Communicating relevant identified laws and regulations and
potential fraud risks to all engagement team members and remaining alert to
any indications of fraud or noncompliance with laws and regulations throughout
the audit;
· Agreeing the financial statement disclosures to underlying
supporting documentation;
· Assessing the susceptibility of the Group and Parent Company
financial statements to material misstatement, including how fraud might occur
by making enquiries of the Directors and the Audit Committee during the
planning and execution phases of our audit. We considered the area in which
fraud might occur was in the management override of controls. In response our
procedures included, but were not limited to;
o Addressing the risk of fraud through management override of controls by
testing the appropriateness of a sample of journal entries where we considered
there to be a higher risk of potential fraud and other adjustments, assessing
whether the judgements made in making accounting estimates specifically those
in the key audit matters section of the report are indicative of a potential
bias, and evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business;
o Testing the consolidation entries for consistency and appropriateness of
application
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that 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, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://insite.bdo.co.uk/sites/audit/Documents/www.frc.org.uk/auditorsresponsibilities)
.
(http://insite.bdo.co.uk/sites/audit/Documents/www.frc.org.uk/auditorsresponsibilities)
This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Shane Moloney (Senior Statutory Auditor) For and on behalf of
Shipleys LLP Statutory Auditor London
18 June 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Year to Year to
31 December 31 December
Note 2023 2022
$'000 $'000
Revenue 4 1,577 2,446
Raw materials and consumables used (262) (494)
Gross profit 1,315 1,952
Other Income 5 4 13
Overhead expenses 5 (1,455) (1,546)
Other expenses 5 (34) (29)
Impairment Expense 5 (8,898) -
Profit (Loss) from operations (9,068) 390
Lease Interest 5 (14) (18)
Profit (loss) before taxation (9,082) 372
Income tax charge 7 (107) (288)
Profit (loss) for the period attributable to the owners of the parent (9,189) 84
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange gain arising on translation of foreign operations 189 (1,027)
Total comprehensive income (loss) attributable to the owners of the parent
(9,000) (943)
Profit (loss) per share attributable to the ordinary equity holders of the
parent:
Basic
8 ¢(0.58) ¢0.05
Diluted 8 ¢(0.58) ¢0.05
The accompanying accounting policies and notes form an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Assets
Notes 2023 2023
$'000 $'000
Non-current assets
Other Intangible Asset 9 - 544
Exploration and evaluation assets 9 5,568 4,983
Property, plant, and equipment 1, 11 80 8,223
Right of Use Assets 18 453 584
Other Receivables 13 136 136
6,237 14,470
Current assets
Inventories 12 4 5
Trade and other receivables 13 219 319
Income tax prepayment /refund 7 31 88
Prepayments 13 - 25
Cash and cash equivalents 14 112 341
366 778
Total Assets 6,603 15,248
Equity and liabilities
Share capital 19 2,916 2,916
Share premium reserve 19 49,387 49,387
Merger reserve 21,300 21,300
Foreign exchange reserve (1,145) (1,334)
Warrant reserve 19 5 -
Other reserves (23,023) (23,023)
Retained earnings (45,592) (36,403)
Total Equity 3,848 12,843
Liabilities
Non-current Liabilities
Provision 1, 16 1,192 1,191
Lease Liabilities 18 302 305
1,494 1,496
Current liabilities
Income Tax payable 7 101 261
Trade and other payables 15 972 366
Loan and Borrowings 21 35 -
Lease Liabilities 18 153 282
1,261 909
Total Liabilities 2,755 2,405
Total Equity and Liabilities 6,603 15,248
These financial statements were approved and authorised for issue by the Board
of Directors on 18 June 2024, and were signed on its behalf by:
John Peters
Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Assets
Notes 2023 2022
$'000 $'000
Non-current assets
Investments in subsidiary undertakings 10 4,411 4,142
Loans to subsidiary undertakings 10 1,066 4,634
5,477 8,776
Current assets
Trade and other receivables 13 7 17
Cash and cash equivalents 14 7 9
14 26
Total Assets 5,491 8,802
Equity and liabilities
Share capital 19 2,916 2,916
Share premium reserve 19 49,387 49,387
Share options reserve 20 - -
Merger reserve 21,300 21,300
Foreign exchange reserve (1,337) (1,378)
Warrant Reserve 19 5 -
Retained earnings (69,347) (65,469)
Total Equity 2,924 6,756
Liabilities
Current liabilities
Trade and other payables 15 337 127
Loans from Subsidiary Undertakings 15 2,230 1,919
Total Liabilities 2,567 2,046
Total Equity and Liabilities 5,491 8,802
As permitted by Section 408 of the Companies Act 2006, the statement of
comprehensive income of the parent Company is not presented as part of these
financial statements. The parent Company made a loss for the year of
$3,878,000 (2022: $839,000).
These financial statements were approved and authorised for issue by the Board
of Directors on 18 June 2024, and were signed on its behalf by:
John Peters
Director
The accompanying accounting policies and notes form an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Notes Year to Year to
31 December 31 December
2023 2022
$'000 $'000
Cash flows from operating activities
Profit/(loss) (9,189) 84
Adjustments for:
Depreciation of property, plant and equipment 11 16 16
Amortisation of Right of Use Asset 18 277 278
Impairment Charge 9,11 8,898 -
Income Tax expense 7 107 288
Lease Interest 14 -
Decrease in inventory 1 (1)
Decrease (increase) in trade and other receivables 45 212
Decrease (increase) in prepayments 25 (19)
(Decrease)/ increase in trade and other payables 610 (42)
Decrease/ (increase) in prepaid income tax (57) (25)
Income tax paid (154) (27)
Share based payment expense 20 5 11
Net cash generated from/ (used in) operating activities 598 775
Investing activities
Increase in PPE development asset 11 (203) (490)
Receipt of research and development incentive - -
Increase in exploration and evaluation assets 9 (366) (226)
Increase in PPE 11 - -
Net cash used in investing activities (569) (716)
Financing activities
Proceeds from borrowings 21 34 -
Lease payments 18 (296) (320)
Net cash generated from financing activities (262) (320)
Net increase \ (decrease) in cash and cash equivalents (233) (261)
Cash and cash equivalents at beginning of year 341 611
Effects of exchange rate changes on the balance of cash held in foreign 4 (9)
currencies
Cash and cash equivalents at end of year 14 112 341
The accompanying accounting policies and notes form an integral part of these
financial statements.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Notes Year to Year to
31 December 31 December
2023 2022
$'000 $'000
Cash flows from operating activities
Profit / (loss) (3,879) (839)
Adjustments for:
Foreign exchange on investment in subsidiary undertakings 10 (269) 381
Charge to receivables from subsidiary undertakings 10 3,646 326
(Increase)/decrease in trade and other receivables 104 (254)
Increase(decrease) in trade and other payables Decrease (increase) in 211 (15)
prepayments
- 5 - 11
Share based payment expense
(182) (390)
Net cash used in operating activities
Investing activities 175 366
Receipts from (advances) to subsidiary undertakings
175 366
Net cash used in investing activities
Financing activities
Net proceeds from issue of equity share capital 19 - -
Net cash generated from financing activities - -
(7) (24)
Increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year 9 40
Effects of exchange rate changes on the balance of cash held in foreign 5 (7)
currencies
7 9
Cash and cash equivalents at end of year 14
The accompanying accounting policies and notes form an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital Share premium reserve Merger Reserve Warrant Reserve Share options reserve Initial Restructure Foreign exchange reserve Retained earnings Total equity
Reserve
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balance at
1 January 2022 2,916 49,387 21,300 153 97 (23,023) (307) (36,748) 13,775
Loss for the year - - - - - - - 84 84
Foreign exchange translation
- - - - - - (1,027) - (1,027)
Total comprehensive income/(loss) for the year
- - - - - - (1,027) 84 (943)
Share based payments
- - - - 11 - - 11
Transfer - - - (153) (108) - - 261 -
Balance at
31 December 2022 2,916 49,387 21,300 - - (23,023) (1,334) (36,403) 12,843
Profit for the year - - - - - - - (9,189) (9,189)
Foreign exchange translation
- - - - - - 189 - 189
Total comprehensive income for the year
- - - - - - 189 (9,189) (9,000)
Share based payments
- - - 5 - - 5
Balance at
31 December 2023 2,916 49,387 21,300 5 - (23,023) (1,145) (45,592) 3,848
All comprehensive income is attributable to the owners of the parent Company.
The accompanying accounting policies and notes form an integral part of these
financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital Share Merger reserve Warrant Reserve Share Foreign Retained Earnings Total Equity
Premium Reserve Options Reserve exchange reserve
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balance at
1 January 2021 2,916 49,387 21,300 153 97 (1,257) (64,891) 7,705
Loss for the year - - - - - - (839) (839)
Foreign exchange translation
- - - - - (121) - (121)
Total comprehensive loss for the year
(121) (839) (960)
Share based payments - - - - 11 - - 11
Transfer - - - (153) (108) - 261 -
Balance at
31 December 2022 2,916 49,387 21,300 - - (1,378) (65,469) 6,756
Loss for the year - - - - - - (3,878) (3,878)
Foreign exchange translation
- - - - - 41 - 41
Total comprehensive profit for the year
41 (3,878) (3837)
Share based payments - - - - 5 - - 5
Balance at
31 December 2023 2,916 49,387 21,300 - 5 (1,337) (69,347) 2,924
All comprehensive income is attributable to the owners of the parent Company.
The accompanying accounting policies and notes form an integral part of these
financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31
DECEMBER 2023
Share capital is the amount subscribed for shares at nominal value.
Share premium reserve represents the excess of the amount subscribed for share
capital over the nominal value of these shares net of share issue expenses.
Merger reserve arises from the 100% acquisition of Ebony Iron Pty Limited in
September 2011 and LCCM In April 2018 whereby the excess of the fair value of
the issued ordinary share capital issued over the nominal value of these
shares is transferred to this reserve, in accordance with section 612 of the
Companies Act 2006.
Share option reserve relates to increases in equity for services received in
equity-settled share-based payment transactions and on the grant of share
options.
Initial restructure reserve consists of an adjustment arising from the Group
reorganisation in 2011 being the formation of a new holding Company for Iron
Glen Holdings Limited by way of a share for share issue and is the difference
between consideration given and net assets of the Company at the date of
acquisition.
The group foreign exchange reserve occurs on consolidation of the translation
of the subsidiaries balance sheets at the closing rate of exchange and their
income statements at the average rate.
The company foreign exchange reserve recognises the exchange differences
arising on translating the closing net assets of the Company at the closing
rate at the balance sheet date, and the results of Company's operations at
average exchange rate for the year.
Warrants reserve represents the value of warrants issued. Warrants reserve is
non-distributable and will be transferred to share premium account upon the
exercise of warrants. The balance of warrants reserve in relation to the
unexercised warrants at the expiry of the warrants period will be transferred
to retained earnings.
Retained earnings represent the cumulative loss of the Group attributable to
equity shareholders.
STRATEGIC MINERALS PLC
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2023
1. Significant accounting policies Basis of preparation
In preparing these financial statements the presentational currency is US
dollars. As the entire group's revenues and majority of its costs, assets and
liabilities are denominated in US dollars it is considered appropriate to
report in this currency.
The principal accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with the Group's
accounting policies based on the International Financial Reporting Standards
as issued by the International Accounting Standards Board ('IASB') and UK
adopted international accounting standards in conformity with the requirement
of the Companies Act 2006.
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgment in applying the Group's accounting
policies. The areas where significant judgments and estimates have been made
in preparing the financial statements and their effect are disclosed in note
2.
The financial statements have been prepared on a historical cost basis, except
for the acquisition of LCCM and the valuation of certain investments which
have been measured at fair value, not historical cost.
Going concern basis
The Directors have considered the Group and Parent Company's (together "the
Group") ability to continue as a going concern through review of cash flow
forecasts prepared by management for the period to 31 December 2025 and a
review of the key assumptions on which these are based and sensitivity
analysis.
The Company forecasts that to have sufficient funds to meet all operating
costs until December 2025, the Group is reliant on cash being generated from
the Cobre asset in line with forecast.
As outlined by the Board, it is intended that any funds required to progress
either the Leigh Creek Copper Mine and/or Redmoor projects will be sourced at
the asset level and Management are actively pursuing such funding.
The Directors have reasonable expectation that the Group will have access to
sufficient resources by way of debt or equity markets should the need arise.
Consequently, the consolidated financial statements have been prepared on a
going concern basis.
The financial report does not include adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts
and classification of liabilities that might be necessary should the Group not
continue as a going concern.
New standards, interpretations, and amendments effective 01 January 2023:
A number of new and amended standards and interpretations issued by the IASB
have become effective for the first time for financial periods beginning on
(or after) 1 January 2023 and have been applied by the Group in these
financial statements. None of these new and amended standards and
interpretations had a significant effect on the Group because they are either
not relevant to the Group's activities or require accounting which is
consistent with the Group's current accounting policies.
New standards, interpretations, and amendments effective 01 January 2024:
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods and which have not been adopted early and will not have a significant
effect on the Group because they are either not relevant to the Group's
activities or require accounting which is consistent with the Group's current
accounting policies.
Basis of consolidation
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the company has the practical
ability to direct the relevant activities of the investee without holding the
majority of the voting rights. In determining whether de-facto control exists
the company considers all relevant facts and circumstances, including:
- The size of the company's voting rights relative to both the size and
dispersion of other parties who hold voting rights,
- substantive potential voting rights held by the company and by other
parties,
- other contractual arrangements and
- historic patterns in voting attendance.
The consolidated financial statements present the results of the company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
Investment in joint arrangements
The Group is a party to a joint arrangement when there is a contractual
arrangement that confers joint control over the relevant activities of the
arrangement to the group and at least one other party. Joint control is
assessed under the same principles as control over subsidiaries.
The group classifies its interests in joint arrangements as either:
· Joint ventures: where the group has rights to only the net assets
of the joint arrangement.
· Joint operations: where the group has both the rights to assets
and obligations for the liabilities of the joint arrangement.
In assessing the classification of interests in joint arrangements, the Group
considers:
· The structure of the joint arrangement
· The legal form of joint arrangements structured through a
separate vehicle
· The contractual terms of the joint arrangement agreement
· Any other facts and circumstances (in any other contractual
arrangements).
The Group accounts for its interests in joint ventures initially at cost in
the consolidated statement of financial position. Subsequently joint ventures
are accounted for using the equity method where the Group's share of
post-acquisition profits and losses and other comprehensive income is
recognised in the consolidated statement of profit and loss and other
comprehensive income (except for losses in excess of the Group's investment in
the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its joint
ventures are recognised only to the extent of unrelated investors' interests
in the joint venture. The investor's share in the joint ventures' profits and
losses resulting from these transactions is eliminated against the carrying
value of the joint venture.
Any premium paid for an investment in a joint venture above the fair value of
the Group's share of the identifiable assets, liabilities and contingent
liabilities acquired is capitalised and included in the carrying amount of the
investment in joint venture. Where there is objective evidence that the
investment in a joint venture has been impaired the carrying amount of the
investment is tested for impairment in the same way as other non-financial
assets.
The Group accounts for its interests in joint operations by recognising its
share of assets, liabilities, revenues, and expenses in accordance with its
contractually conferred rights and obligations. In accordance with IFRS 11
Joint Arrangements, the Group is required to apply all of the principles of
IFRS 3 Business Combinations when it acquires an interest in a joint operation
that constitutes a business as defined by IFRS 3.Where there is an increase in
the stake of the joint venture entity from an associate to a subsidiary and
the acquisition is considered as an asset acquisition and not a business
combination in accordance with IFRS3, this step up transaction is accounted
for as the purchase of a single asset and the cost of the transaction is
allocated in its entirety to that asset with no gain or loss recognised in the
income statement. The step-up acquisition of CRL in 2019 has been accounted
for as a purchase of a single asset and the cost of the transaction is
allocated in its entirety to that balance sheet.
Listed equity investments
Listed equity investments in an active market are usually valued at the
mid-price on the valuation date.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method under IFRS3 Business Combinations ("IFRS3"). The cost of
the business combination is measured as the aggregate of the fair values (at
the date of exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group and the Company in exchange for control
of the acquiree. The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the relevant conditions for recognition are
recognised at their fair values at the acquisition date. Goodwill arising on
acquisition is recognised as an asset and initially measured at cost, being
the excess of the fair value of the consideration paid over the Group's
interest in the fair value of the identifiable assets, liabilities and
contingent liabilities acquired. If the Group's interest in the fair value of
the acquiree's identifiable assets, liabilities and contingent liabilities
exceeds the cost of the business combination, the excess is recognised
immediately in profit or loss. Transaction costs incurred directly in
connection with business combinations are expensed.
Impairment of non-financial assets (excluding inventories)
Other non-financial assets are subject to impairment tests whenever events or
changes in circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its recoverable
amount (i.e., the higher of value in use and fair value less costs to sell),
the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual
asset, the impairment test is carried out on the smallest Group of assets to
which it belongs for which there are separately identifiable cash flows: its
cash generating units ('CGUs').
Impairment charges are included in the statement of comprehensive income,
except to the extent they reverse gains previously recognised in other
comprehensive income.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and
subsequently amortised over their useful economic lives.
Intangible assets are recognised on business combinations if they are
separable from the acquired entity or give rise to other contractual or legal
rights. The amounts ascribed to such intangibles are arrived at by using
appropriate valuation techniques (see section related to critical estimates
and judgements below).
An intangible asset was recognised in the acquisition of Leigh Creek Copper
Mine Pty Ltd and represents the fair value of the offtake agreement that was
in place at acquisition date (Refer note 10).
Exploration and evaluation assets
The Group has continued to apply the 'successful efforts' method of accounting
for Exploration and Evaluation ("E&E") costs, having regard to the
requirements of IFRS 6 'Exploration for the Evaluation of Mineral Resources'.
The successful efforts method means that only the costs which relate directly
to the discovery and development of specific mineral reserves are capitalised.
Such costs may include costs of license acquisition, technical services and
studies, exploration drilling and testing but do not include costs incurred
prior to having
obtained the legal rights to explore the area. Under successful efforts
accounting, exploration expenditure which is general in nature is charged
directly to the statement of comprehensive income and that which relates to
unsuccessful exploration operations, though initially capitalised pending
determination, is subsequently written off. Only costs which relate directly
to the discovery and development of specific commercial mineral reserves will
remain capitalised and to be depreciated over the lives of these reserves.
Exploration and evaluation costs are capitalised within intangible assets.
Costs incurred prior to obtaining legal rights to explore are expensed
immediately to the statement of comprehensive income.
All lease and licence acquisition costs, geological and geophysical costs and
other direct costs of exploration, evaluation and development are capitalised
as intangible or property, plant and equipment according to their nature.
Intangible assets comprise costs relating to the exploration and evaluation of
properties which the Directors consider to be unevaluated until reserves are
appraised as commercial, at which time they are transferred to tangible assets
as 'Developed mineral assets' following an impairment review and depreciated
accordingly. Where properties are appraised to have no commercial value, the
associated costs are treated as an impairment loss in the period in which the
determination is made. Management considers all tenements relating to each
project to represent one asset when undertaking their impairment assessment.
Property, plant, and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable costs.
Depreciation is provided on all items of property, plant, and equipment so as
to write off their carrying value over their expected useful economic lives.
It is provided at the following rates:
· Plant and machinery (except screening equipment) - 5 to 10 years
straight line basis
· Screening Equipment - on a unit of production basis
· Mining assets - on a unit of production basis
The carrying value of property, plant and equipment assets is assessed
annually and any impairment is to the statement of comprehensive income.
Investments in subsidiaries - company only
Investments in subsidiaries are stated at cost less provision for any
impairment in value.
If circumstances indicate that impairment may exist, investments in subsidiary
undertakings of the Company are evaluated using market values, where
available, or the discounted expected future cash flows of the investment.
If these cash flows are lower than the Company's carrying value of the
investment an impairment charge is recorded in the Company.
Loans to subsidiaries - company only
Loans to subsidiaries are stated at cost less provision for expected credit
losses ("ECL's).
The Company recognises an ECL's on intercompany loans, based on management's
assessment and understanding of the credit risk attaching to each asset,
changes in the level of credit risk between periods and an assessment of the
scenarios under which management expect the assets to be repaid.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call with
under 90 days maturity with banks.
Revenue
Revenue from the sale of magnetite is recognised when the group passes control
of the product to the customer, and it is probable the group will receive the
funds. Control is considered to have passed when the goods are passed to the
buyer, being the point of leaving the mine gate for domestic sales to the US
markets. This is point in time when revenue is recognised.
Where a contract allows the group to advance bill ahead of delivery, a
contract liability in relation to the outstanding performance obligation is
only recognised on the date when payment is received. In those cases, the
entity recognises revenue only after it transfers the goods to the buyer.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value. Cost comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their
present location and condition.
Taxation
Income tax
Income 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 profit as reported in the same 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 statement of financial position date.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the consolidated statement of financial position
differs from its tax base, except for differences arising on:
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
· investments in subsidiaries where the Group is able to control
the timing of the reversal of the difference and it is probable that the
difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised. The Group has not recognised any deferred tax at balance
date.
When an asset or liability is raised the amount of the asset or liability is
determined using tax rates that have been enacted or substantively enacted by
the reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Fair values
The carrying amounts of the financial assets and liabilities such as cash and
cash equivalents, receivables and payables of the Group at the statement of
financial position date approximated their fair values, due to the relatively
short-term nature of these financial instruments.
Share-based compensation
The fair value of the employee and suppliers' services received in exchange
for the grant of options and warrants is recognised as an expense. The total
amount to be expensed over the vesting period is determined by reference to
the fair value of the options and warrants granted, excluding the impact of
any non-market vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in assumptions about the
number of options and warrants that are expected to vest. At each statement of
financial position date, the entity revises its estimates of the number of
options and warrants that are expected to vest. It recognises the impact of
the revision to original estimates, if any, in the statement of comprehensive
income, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options
and warrants are exercised.
The fair value of share-based payments recognised in the statement of
comprehensive income is measured by use of the Black Scholes model or other
appropriate models, which takes into account conditions attached to the
vesting and exercise of the equity instruments. The expected life used in the
model is adjusted; based on management's best estimate, for the effects of
non-transferability, and exercise restrictions. The share
price volatility percentage factor used in the calculation is based on
management's best estimate of future share price behaviour and is selected
based on past experience.
Equity instruments
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from proceeds.
The fair value of warrants is credited to warrants reserve. The warrants
reserve is non-distributable and will be transferred to share premium account
upon the exercise of warrants. The balance of the warrants reserve in relation
to unexercised warrants at the expiry of the warrants period will be
transferred to accumulated profits.
Provisions
Provisions are recognised when the Group has a present obligation as a result
of a past event, and it is probable that the Group will be required to settle
that obligation. Provisions are measured at the Directors' best estimate of
the expenditure required to settle the obligation at the statement of
financial position date and are discounted to present value where the effect
is material.
Provisions for decommissioning costs are recognised in accordance with IAS 37
Provisions, Contingent Liabilities and Contingent Assets. Provisions are
recorded at the present value of the expenditures expected to be required to
settle the Group's future obligations. Provisions are reviewed at each
reporting date to reflect the current best estimate of the cost at present
value. Any change in the date on which provisions fall due will change the
present value of the provision. Any change in the present value of the
estimated future expenditure is reflected and adjusted against the provision
and development asset, unless the asset to which the provision relates has
been impaired, in which case the reversal of the provision is taken through
the Consolidated statement of comprehensive income. The increase in
restoration provisions, owing to the passage of time, is charged to the
Consolidated statement of comprehensive income as a finance expense.
Financial instruments
Non-derivative financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value
plus any directly attributable transactions costs and are subsequently carried
at amortised cost.
A financial instrument is recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised if
the Group's contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial assets to another party without
retaining control or substantially all risks and rewards of the asset. Regular
purchases and sales of financial assets are accounted for at trade date, i.e.,
the date that the Group commits itself to purchase or sell the asset.
Financial liabilities are derecognised if the Group's obligations specified in
the contract expire or are discharged or cancelled.
Financial assets
All financial assets other than an immaterial investment in listed equity
shares, which are measured at fair value through profit or loss, are
classified as financial assets at amortised cost. The Group determines the
classification of its financial assets at initial recognition.
The Group's financial assets include cash and cash equivalents, trade
receivables and other receivables.
The Company's financial assets include cash and cash equivalents and loans
receivable due from subsidiaries.
The Company recognises a loss allowance for expected credit losses ("ECL") on
intercompany loans which are measured at amortised cost. The amount of
expected credit losses is updated at each reporting date to reflect changes in
credit risk since initial recognition of the respective financial instrument.
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 the twelve month expected credit losses.
The Group applies the IFRS 9 simplified approach to measuring credit losses
using a lifetime expected credit loss provision for trade receivables.
Further details of the reviews undertaking during the year are set out in Note
3 below.
Financial liabilities
Financial liabilities refer to trade payables, other payables and loans and
borrowings (including the host borrowing in a convertible instrument) and are
initially recognised at fair value net of any transaction costs directly
attributable to the issue of the instrument. Such liabilities are subsequently
measured at amortised cost using the effective interest rate method.
All loans and borrowings which are financial instruments are initially
recognised at the present value of cash payable to the lender (including
interest). After initial recognition they are measured at amortised cost using
the effective interest rate method. The effective interest rate amortisation
is included in finance costs in the income statement.
Where there is a significant modification to a financial liability, the
financial original liability is de-recognised, and a new financial liability
is recognised at fair value in accordance with the Group's policy.
Convertible loan notes are assessed in accordance with IAS 32 Financial
Instruments: Presentation to determine whether the conversion element meets
the fixed-for-fixed criterion. Where this is met, the instrument is accounted
for as a compound financial instrument with appropriate presentation of the
liability and equity components. Where the fixed-for-fixed criterion is not
met, the conversion element is accounted for separately as an embedded
derivative which is measured at fair value through profit or loss. On issue of
a convertible borrowing, the fair value of embedded derivative is determined,
and the residual is recorded as a host liability initially at fair value and
subsequently at amortised cost. Issue costs are apportioned between the
components based on their respective carrying amounts when the instrument was
issued. The finance costs recognised in respect of the convertible borrowings
includes the accretion of the liability.
Foreign currencies
Transactions entered into by Group entities in a currency other than the
currency of the primary economic environment in which they operate (their
"functional currency") are recorded at the rates ruling when the transactions
occur. The functional currency of the Company is deemed to be GBP. Foreign
currency monetary assets and liabilities are translated at the rates ruling at
the reporting date. Exchange differences arising on the retranslation of
unsettled monetary assets and liabilities are recognised immediately in profit
or loss, except for foreign currency borrowings qualifying as a hedge of a net
investment in a foreign operation, in which case exchange differences are
recognised in other comprehensive income and accumulated in the foreign
exchange reserve along with the exchange differences arising on the
retranslation of the foreign operation.
On consolidation, the results of overseas operations are translated into US
Dollars at rates approximating to those ruling when the transactions took
place. All assets and liabilities of overseas operations, including goodwill
arising on the acquisition of those operations, are translated at the rate
ruling at the reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas operations at
actual rate are recognised in other comprehensive income and accumulated in
the foreign exchange reserve.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to
the date of disposal are transferred to the consolidated statement of
comprehensive income as part of the gain or loss on disposal.
Management of capital
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. The principal
liabilities of the Group arise in respect of the costs of financing working
capital as inventory is built up prior to sale.
The Board receives periodic cash flow projections as well as information on
cash balances. The Board will not commit to material expenditure prior to
being satisfied that sufficient funding is available to the Group to finance
the planned programmes.
Research and Development Tax Incentive (RDTI)
The Group's policy is that any RDTI should be recognised as a government
grant, in accordance with IAS20 Accounting for Government Grants. This means
it will be recognised as part of profit before tax, either as income or as a
reduction of the associated costs.
Where the Group capitalises development costs, then the RDTI amounts received
that relate to these costs will be offset against the capitalised development
costs or deferred exploration expenditure as the case may be.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low-value assets; and
- Leases with a duration of twelve months or less
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
- Amounts expected to be payable under any residual value guarantee.
- The exercise price of any purchase option granted in favour of the Group
if it is reasonably certain to assess that option;
- Any penalties payable for terminating the lease, if the term of the lease
has been estimated on the basis of termination option being exercised.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
- Lease payments made at or before commencement of the lease;
- Initial direct costs incurred; and
- The amount of any provision recognised where the Group is contractually
required to dismantle, remove, or restore the leased asset
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted at
the same discount rate that applied on lease commencement. The carrying value
of lease liabilities is similarly revised when the variable element of future
lease payments dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being amortised over the remaining (revised)
lease term.
Government Grants
Government grants received on capital expenditure are generally deducted in
arriving at the carrying amount of the asset purchased. Grants for revenue
expenditure are netted against the cost incurred by the Group. Where retention
of a government grant is dependent on the Group satisfying certain criteria,
it is initially recognised as deferred income. When the criteria for retention
have been satisfied, the deferred income balance is released to the
consolidated statement of comprehensive income or netted against the asset
purchased.
2. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.
Estimates
(a) Carrying value of intangible assets
Management assesses the carrying value of the exploration and evaluation
assets for indicators of impairment based on the requirements of IFRS 6 which
are inherently judgemental. This includes ensuring the Group maintains legal
title, assessment regarding the commerciality of reserves and the clear
intention to move the asset forward to development.
i) The Redmoor projects are early-stage exploration projects and
therefore Management have applied judgement in the period as to whether the
results from exploration activity provide sufficient evidence to continue to
move the asset forward to development. There are no indicators of impairment
for the Redmoor project in the 31 December 2023 financial year.
(ii) The intangible asset associated with the offtake agreement for the LCCM
project has been assessed for impairment. Based on the assessment the carrying
value of the asset is assessed as nil at 31 December 2023.
Further detail regarding the carrying value of exploration and evaluation can
be found in note 10.
(b) Share based payments
The fair value of share-based payments recognised in the statement of
comprehensive income is measured by use of the Black Scholes model after
taking into account market-based vesting conditions and conditions attached to
the vesting and exercise of the equity instruments. The expected life used in
the model is adjusted based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations. The
share price volatility percentage factor used in the calculation is based on
management's best estimate of future share price behaviour based on past
experience. Further details are given in Note 21.
(c) Carrying value of amounts owed by subsidiary undertakings.
IFRS9 requires the parent company to make certain assumptions when
implementing the forward- looking expected credit loss model. This model is
required to be used to assess the intercompany loan receivables from its
subsidiaries for impairment. Arriving at an expected credit loss allowance
involved considering different scenarios for the recovery of the intercompany
loan receivables, the possible credit losses that could arise and
probabilities for these scenarios.
The following were considered: the exploration project risk, the future sales
potential of product, value of potential reserves and the resulting expected
economic outcomes of the project. Further details are given in Note 10.
(d) Carrying Value of Development Assets -
Management assesses the carrying value of Development assets for indicators of
impairment based on the requirements of IAS36 which are inherently
judgemental.
The following are the key assumptions used in this assessment of Carrying
value.
i) Mineable reserves over life of project
ii) Forecasted Copper pricing
iii) Capital and operating cost assumptions to deliver the mining schedule
iv) Foreign exchange rates
v) Discount rate
If the carrying amount of the Development asset exceeds the recoverable
amount, the asset is impaired. The Group will reduce the carrying amount of
the asset to its recoverable amount and recognise an impairment loss. The
assessment is carried out twice per year - end of half year reporting period
and end of annual reporting period.
2023 Assessment
There are significant indicators of impairment for the LCCM project. The Group
has reduced the carrying amount of the asset to nil and recognised an
impairment loss.
The last 12 months has seen a continued tightening of the availability of
project finance not only in South Australia but around the world.
Markets for the type of project funding required by LCCM have been severely
impacted. This, combined with rising inflation has put unprecedented pressure
on development of this type of asset.
The LCCM project has been, and continues to be, extensively marketed to
potential investors/purchasers. This has included a full review by major
Australian mining groups and international funders who have passed on the
project.
Despite improvements in the economics of the project, associated with higher
copper prices, the Board and Managements efforts to secure funding, have not
resulted in a transaction being achieved.
Accordingly, management has assessed that indicators for impairment exist.
In order to present a conservative view of the Company's financial position,
the full book value of the LCCM project has been impaired. However, the
Directors and Management consider that, once funding has been secured, this
impairment will be reversed.
The recoverable amount of the LCCM project is assessed to be lower than its
carrying value, such that an impairment charge of $8.900m has been recognised
in the Profit and Loss Statement.
The Impairment charge is made up of:
Impairment of Development Asset $8.033m Impairment of Intangible Asset $0.545m
Impairment of Plant and Equipment $0.320m
TOTAL
$8.898m
The impairment charge of $8.898m has reduced the carrying value of the LCCM
asset from $8.898m to nil.
.
(e) Determination of incremental borrowing rate for leases
Under IFRS 16, where the interest rate implicit in the lease cannot be readily
determined the incremental borrowing rate is used. The incremental borrowing
rate is defined as the rate of interest that a lessee would have to pay to
borrow, over a similar term and with a similar security, the funds necessary
to obtain an asset of a similar value to the cost of the right-of-use asset in
a similar economic environment.
Plant and Machinery Asset
The Group has continued to apply a borrowing rate of 9.75% to the Plant and
Machinery Asset- the interest expense is $7,803 (2022: $7,297) and the initial
liability for the 1 year lease which was renewed in 2023 is $150,114.
At a borrowing rate of 5%- the interest expense is $4,119 (2022: $6,025)
At a borrowing rate of 12%- the interest expense is $9,592. (2022- 7% -$8,592)
The lease was renewed again in March 2024. The liability for this renewal is
$150,114 and was taken up on 31 December 2023 at a borrowing rate of 9.75%.
Office Lease
As at February 2023, the lease is paid on a month-to-month basis.
Car lease
The Group has continued to apply a borrowing rate of 6% to the Car lease - the
interest expense is
$932 (2022: $188)
At a borrowing rate of 5%- the interest expense is $795 (2022: $156) At a
borrowing rate of 7%- the interest expense is $1,064 (2022:$219)
The lease was renewed again in Feb 2023 for 5 years. The liability for this
renewal is $17,375 was taken up on 31 December 2022 at a borrowing rate of 6%.
Refer to Note 19 for details in relation to lease arrangements.
Judgements
(f) Investments in subsidiaries
Investment in subsidiaries comprises of the cost of acquiring the shares in
subsidiaries.
If an impairment trigger is identified and investments in subsidiaries are
tested for impairment, estimates are used to determine the expected net return
on investment. The estimated return on investment takes into account the
underlying economic factors in the business of the Company's subsidiaries
including estimated recoverable reserves, resources prices, capital investment
requirements, and discount rates among other things. Refer to Note 10 for
further details in respect of the recoverability of the investment in
subsidiaries.
(g) Contingent consideration as part of Asset acquisition
Judgement was required in determining the accounting for the contingent
consideration payable as per of the CRL acquisition. The group has an
obligation to pay A$1m on net smelter sales arising from CRL production
reaching A$50m and a further A$1m on net smelter sales arising from CRL
production reaching A$100m.
Whilst a possible obligation exists in relation to the consideration payable,
given the early stage of the project it was concluded that at reporting date
it is not probable that an outflow of resources embodying economic benefits
will be required to settle the obligation. Therefore, in accordance with IAS
37, a contingent liability, relating to this possible obligation is disclosed
in Note 21.
(h) Contingent consideration -LCCM Bond Payable
Judgement was required in determining the accounting for the contingent
consideration payable for the LCCM Environmental Bond, as determined by the
Government of South Australia under the July 2022 PEPR. The group has an
obligation to pay a A$1.440m bond prior to commencement of authorised
operations at the LCCM site. The bond addresses future liabilities resulting
from operations as described in the PEPR.
Whilst a possible obligation exists in relation to the consideration payable,
given the project is not in operation, it was concluded that at reporting date
it is not probable that an outflow of resources embodying economic benefits
will be required to settle the obligation. Therefore, in accordance with IAS
37, a contingent liability, relating to this possible obligation is disclosed
in Note 21.
3. Financial instruments - Risk management
The Group is exposed to the following financial risks:
· Credit risk
· Foreign exchange risk
· Commodity price risk
· Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies, and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies, and processes for managing those
risks or the methods used to measure them from last year unless otherwise
stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are:
· Trade and other receivables
· Cash and cash equivalents
· Restricted cash
· Trade and other payables
· Lease liabilities
· Borrowings
A summary of the financial instruments held by category is provided below:
Financial assets
Financial assets at Amortised cost
2023 2022
Group $'000 $'000
Cash and cash equivalents 112 341
Trade and other receivables 205 290
317
Total financial assets 631
Financial liabilities
Financial liabilities a amortised cost t
2023 2022
Group $'000 $'000
Trade and other payables 832 250
Lease Liability 455 587
Total financial liabilities 1,287 837
Financial assets at Amortised cost
2023 2022
Company $'000 $'000
Cash and cash equivalents 7 9
Amounts owed by subsidiary undertakings 1,066 4,634
1,073
Total financial assets at Amortised cost 4,643
Financial liabilities at Amortised cost
2023 2022
Company $'000 $'000
Trade and other payables 197 54
Amounts owed to subsidiary undertakings 2,230 1,919
2,427
Total financial liabilities at Amortised cost 1,973
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The overall objective of the
Board is to set policies that seek to reduce risk as far as possible without
unduly affecting the Group's competitiveness and flexibility. Further details
regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from credit sales. It
is Group policy, implemented locally, to assess the credit risk of new
customers before entering contracts. Such credit assessments are taken into
account by local business practices. Further disclosures regarding trade and
other receivables, which follow IFRS 9 including expected credit losses, are
provided for in Note 13.
The Company is exposed to credit risk through amounts due from its subsidiary
undertakings. Refer to Note 1 for details on the credit loss allowance made.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "A" are accepted.
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow Group entities to settle
liabilities denominated in their own functional currency (being Pound
Sterling, US dollar and Australian dollar) with the cash generated from their
own operations where possible in that currency. Where Group entities have
liabilities denominated in a currency other than their functional currency
(and have insufficient reserves of that currency to settle them), cash already
denominated in that currency will, where possible, be transferred from
elsewhere within the Group.
The parent Company maintains US dollar and pounds sterling bank accounts,
whilst subsidiaries may hold either these currency accounts or their local
currency.
All receivables and payables are settled at the prevailing spot rate; no
forward contracts or other hedging instruments are currently entered into. The
Board monitors the total foreign exchange risk on a periodic basis but given
the major in and out flows of cash are in US dollars there is a natural hedge
in place which minimises the overall exposure.
As of 31 December, the net exposure to foreign exchange risk was as follows:
US dollar
Sterling Australian
dollar Total
2023 2022 2023 2022 2023 2022 2023 2022
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Group
Net foreign currency financial assets/(liabilities)
Total net exposure (269)
(213) (306)
64 (395)
(56) (970) (205)
The effect of a 20% strengthening of the Sterling and Australian Dollar
against US Dollar at the reporting date on the corresponding net financial
assets carried at that date would, all other variables held constant, have
resulted in an increase in the post-tax profit for the year of US$140,000
(2022: US$3,000) and an increase of the net assets of US$140,000. A 20%
weakening in the exchange rate would, on the same basis, have decreased
post-tax profit and decreased net assets by US$140,000 (2022: US$3,000).
Functional currency of individual entity
Sterling Total
2023 2022 2023 2022
$'000 $'000 $'000 $'000
Company
Net foreign currency financial assets/(liabilities)
Total net exposure (190) (45) (190) (45)
Commodity price risk
Typically, the sale of magnetite to the export market, as opposed to US
domestic customers, is priced by reference to the market quoted Platts IODEX
62% Fe CFR China price over which the Group has no influence. There were no
exports of product in the 2023 year. As domestic sales prices are determined
more by local supply/demand factors and transportation costs, they do not,
generally fluctuate with changes in global prices, hence, there is no
significant exposure to market price risks expected in the coming year.
Liquidity risk
Liquidity risk arises from the Group's management of working capital.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. To achieve this aim, it
seeks to maintain cash balances to meet expected requirements for a period of
at least 30 days.
The Board receives periodic cash flow projections as well as information
regarding cash balances. The Group does not have any overdraft or credit lines
in place. The liquidity risk of each Group entity is managed centrally by the
finance function.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:
Between 3 and 12 Months Between 1 and 2 Between 2 and 5 Years
Group Up to 3 Months $'000 Year $'000 Over 5 years
$'000 $'000 $'000
At 31 December 2023
Trade and other payables 832 - - - -
Lease Liabilities 38 115 172 130 -
Total 870 115 172 130 -
Between 3 and 12 Between 1 and 2 Between 2 and 5
Group Up to 3 Over
Months Months Year years 5 years
At 31 December 2022 $'000 $'000 $'000 $'000 $'000
Trade and other payables 250 - - - -
Lease Liabilities 71 212 172 133 -
Total 321 212 172 133 -
Between Between Between
Company Up to 3 3 and 12 1 and 2 2 and 5 Over
Months months year years 5 years
At 31 December 2023 $'000 $'000 $'000 $'000 $'000
Trade and other payables 197 - - - -
Loans from subsidiary undertakings - 2,230 - - -
Total 197 2,230 - - -
Between Between Between
Company Up to 3 3 and 12 1 and 2 2 and 5 Over
Months months year years 5 years
At 31 December 2022 $'000 $'000 $'000 $'000 $'000
Trade and other payables 54 - - - -
Loans and borrowings - 1,919 - - -
Total 54 1,919 - - -
Capital Disclosures
The Group monitors "adjusted capital" which comprises all components of equity
(i.e., share capital, share premium, merger reserve, and retained earnings).
The Group's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going concern,
so that it can continue to provide returns for shareholders and benefits for
other stakeholders, and
· to provide an adequate return to shareholders by pricing products
with the level of risk.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of the underlying assets.
4. Segment information
The Group has four main segments during the period:
· Southern Minerals Group LLC (SMG) - This segment is involved in
the sale of magnetite to both the US domestic market and historically
transported magnetite to port for onward export sale.
· Head Office - This segment incurs all the administrative costs of
central operations and finances the Group's operations. A management fee is
charged for completing this service and other certain services and expenses.
· Development Asset - This segment holds the Leigh Creek Copper
Mine Development Asset in Australia and incurs all related operating costs.
· United Kingdom - The investment in the Redmoor project in
Cornwall, United Kingdom is held by this segment.
Factors that management used to identify the Group's reportable segments.
The Group's reportable segments are strategic business units that carry out
different functions and operations and operate in different jurisdictions.
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision maker has been identified as the board and management team which
includes the Board and the Chief Financial Officer.
Measurement of operating segment profit or loss, assets, and liabilities
The Group evaluates segmental performance on the basis of profit or loss from
operations calculated in accordance with International Accounting Standards.
Segment assets exclude tax assets and assets used primarily for corporate
purposes. Segment liabilities exclude tax liabilities. Loans and borrowings
are allocated to the segments in which the borrowings are held. Details are
provided in the reconciliation from segment assets and liabilities to the
Group's statement of financial position.
SMG Head Office United Kingdom Development Intra Segment Total
Asset Elimination
2023 2023 2023 2023 2023 20
$'000 $'000 $'000 $'000 $'000 $'000
Revenues 1,577 - - - - 1,577
Total Revenue 1,577 - - - - 1,577
Other Revenue 1 3 4
Raw Materials and consumables (262) - - - - (262)
Overhead expenses (478) (627) (56) - - (1,161)
Management fee income/(expense) (250) 250 - - - -
Impairment - - - (8,898) - (8,898)
Share based payments - (5) - - - (5)
Amortisation- right of use asset (277) - - - - (277)
Depreciation (16) - - - - (16)
Interest (6) (18) - - - (24)
(Loss)/ gain on intercompany - (3,377) - - 3,377 -
loans/investments
Foreign exchange gain/(loss) - (227) - - 221 (6)
Segment profit 289 (4,004) (53) (8,898) 3,598 (9,068)
/(loss) from
operations
Lease Interest (14) - - - - (14)
Finance Expense - - - - - -
Segment profit 275 (4,004) (53) (8,898) 3,598 (9,082)
/(loss) before
taxation
SMG Head Office United Kingdom Development Intra Segment Total
Asset Elimination
2022 2022 2022 2022 2022 2022
$'000 $'000 $'000 $'000 $'000 $'000
Revenues 2,446 - - - - 2,446
Total Revenue 2,446 - - - - 2,446
Other Revenue 13 13
Raw Materials and consumables (494) - - - - (494)
Overhead (563) (684) (33) - 29 (1,251)
expenses
Management fee (250) 253 - - (3) -
income/(expense)
Share based payments - (11) - - - (11)
Amortisation- right of use asset (278) - - - - (278)
Depreciation (16) - - - - (16)
(Loss)/ gain on - (707) - - 707 -
intercompany
loans/investments
Foreign exchange - (65) - - 46 (19)
gain/(loss)
Segment profit 845 (1,214) (20) - 779 390
/(loss) from
operations
Lease Interest (16) - (2) - - (18)
Finance Expense - - - - - -
Segment profit 829 (1,214) (22) - 779 372
/(loss) before
taxation
SMG Head Office Development Australia United Total
Asset Kingdom
$'000 $'000 $'000 $'000 $'000 $'000
- - 203 - 366 569
837 30 137 - 5,599 6,603
656 730 1,242 - 127 2,755
SMG Head Office Development United Kingdom Australia Total
Asset
(restated)
$'000 $'000 $'000 $,000 $'000 $'000
- - 490 - 226 716
1,166 84 8,813 - 5,185 15,248
910 220 1,233 - 41 2,404
External revenue Non-current assets by location of assets
by location of customers
2023 2022 2023 2022
As at 31 December 2023
Additions to non-current assets
Reportable segment assets
Reportable segment liabilities
As at 31 December 2022
Additions to non-current assets
Reportable segment assets
Reportable segment liabilities
$'000 $'000 $'000 $'000
United States 1,577 2,446 516 658
United Kingdom - - 5,585 5,004
Australia - - 136 8,807
1,577 2,446 6,237 14,469
Revenues from Customer A totalled $546,535 (2022: $500,000), which represented
32% (2022: 20%) of total domestic sales in the United States, Customer B
totalled $nil (2022: $818,000) which represented 0% (2022: 33%) of total sales
and Customer C totalled $819,000 (2022: $880,000) which represented 48% (2022:
36%). There were no export sales in the year (2022: Nil).
STRATEGIC MINERALS PLC
5. Profit/(loss) before tax
Group Year to Year to
31 December 31 December
Costs by nature Notes 2023 2022
$'000 $'000
Operating Profit/(loss) is stated after charging:
Other Income (i) 4 13
Directors' fees and emoluments 6 257 276
Fees payable to the company's auditor for the
audit of the parent company and consolidated financial 81 74
TEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
statements - 15
Non-Audit Services
Staff costs 6 405 485
Depreciation 16 16
Amortisation of right-of -use assets 277 278
Equipment rental (ii) 2 3
Equipment maintenance 30 33
Legal, professional and consultancy fees Travelling and related costs 189 198
Other expenses - 198 - 168
Overhead Expenses 1,455 1,546
Foreign exchange (gain)/loss 5 18
Share based payments charge 5 11
Interest 24 -
Other Expenses 34 29
Lease Interest 14 18
Impairment 9,11 8,898 -
10,397 1,580
(i) CRL hired mud mats on a casual basis to a non- related party.
(ii) Equipment hire includes a number of short-term rentals.
6. Directors and employees
Group Year to 31 December Year to 31 December
Staff costs during the year 2023 2022
$'000 $'000
Directors' remuneration expense including consultancy fees 252 276
Directors' fees capitalised including consulting fees 127 161
Wages and salaries including consulting fees for management 405 485
Share based payments - 11
Total staff costs 784 933
Details of the highest paid Director are disclosed in the Remuneration
Committee Report on page 33. Other than Directors, there are no other key
management personnel.
The average number of people (including Directors) employed by the Group
during the year was:
2023 2022
Number Number
Total 11 11
Year to 31 December Year to 31 December
Company
2023 2022
Staff costs during the year $'000 $'000
Directors' remuneration including consultancy fees 229 252
Directors' fees capitalised including consulting fees 122 161
Wages and salaries - -
Share based payments - 11
Total staff costs 351 424
The average number of people (including Directors) employed by the Company
during the year was:
2023 2022
Number Number
Total 3 4
7. Taxation
Year to 31 December Year to 31 December
2023 2022
$'000 $'000
Current tax expense - Overseas Tax (USA) 107 288
107 288
Reconciliation of effective tax rates $'000 $'000
Profit(loss) before tax (9,082) 372
Tax using UK domestic rates of corporation tax of 19% (2020 - 19%) (1,726) 71
Effect of
Expenses not deductible for tax / (nontaxable income) 1,707 46
Capital allowance in excess of depreciation - -
Allowable deductions (30) (30)
(Over)/under provisions in respect of previous years 6 27
Losses (utilised)/carried forward 128 98
Difference in overseas tax rates 22 76
107 288
The Group has net tax payable of $0.70m (2022: $0.173m)
The Group has unused losses to carry forward of $25,529,479 (2022:
$24,855,773). No deferred tax asset has been recognised for losses as their
full recovery is not probable in the foreseeable future.
Different tax rates applied in overseas jurisdictions reflect the different
tax rates applicable in the various jurisdictions in which the Group operates.
The current tax expense and over provision in respect of prior year relates to
operations in the USA. The combined state, federal and branch rate of
corporate tax in USA is approx.29%.
8. Earnings per share
Earnings per ordinary share have been calculated using the weighted average
number of shares in issue during the relevant financial year. The weighted
average number of shares in issue during the year was 1,593,558,030
(2022:1,593,558,030). Fully diluted earnings are based on 1,593,558,030 (2022:
1,593,558,030) shares and the loss for the financial period was $9,189m (2022:
profit $0.84m).
9. Intangible Assets
Group Exploration and Other intangible
evaluation
assets asset Total
Cost $'000 $'000 $'000
At 1 January 2022 6,350 26,354 32,704
Additions for the year 400 - 400
Grant reimbursement (174) - (174)
Research and development incentive (471) (38) (509)
Foreign exchange difference
6,105(i) 26,316(ii) 32,421
At 31 December 2022
At 1 January 2023 6,105 26,316 32,421
Additions in the year 486 - 486
Grant reimbursement (112) - (112)
Research and Development Refund (8) - (8)
Foreign exchange difference 219 1 220 and note
At 31 December 2023 6,690(i) 26,317(ii) 33,007
Amortisation and impairment
At 1 January 2022 (1,122) (25,772) (26,894)
At 31 December 2022 (1,122) (25,772) (26,894)
(1,122) (25,772) (26,894)
- (545) (545)
(1,122) (26,317) (27,439)
At 1 January 2023
Impairment of exploration and evaluation costs (iii)
At 31 December 2023
Net book value
At 31 December 2021 5,228 582 5,810
At 31 December 2022 4,983 544 5,527
At 31 December 2023 5,568 - 5,568
Exploration and evaluation assets
(i) Exploration and evaluation ("E&E") costs as at 31 December 2023
are the costs associated with the exploration tenements in the UK held by
Cornwall Resources Ltd ('CRL').
Other intangible asset
(ii) An intangible asset arises from the contractual relationship entered
into by Southern Minerals Group LLC ('SMG'), an entity wholly owned by Ebony
Iron Pty Limited, with a third party for the rights to a magnetite stockpile
held at that party's Cobre mine in New Mexico, USA. The intangible asset was
fully amortised at the end of 31 December 2017.
(iii) An intangible asset arises from the contractual relationship entered
into by LCCM with a third party for an offtake agreement over the Leigh Creek
Copper mine project. *
The intangible asset associated with the offtake agreement for the LCCM
project has also been assessed for impairment.
The carrying value of the intangible asset is assessed as nil at 31 December
2023 and an impairment expense of $0.545m (2022: nil) has been charged to the
comprehensive statement of income and expense.
* Further information regarding the impairment of the LCCM project can be
found at note 11.
10. Investments
Investment subsidiaries
Company Loans to subsidiary Shares in subsidiary
Undertakings Undertakings
(ii) (i) Total
Cost $'000 $'000 $'000
At 1 January 2022 7,158 51,226 58,384
Movement in the year 759 - 759
Foreign exchange difference (759) (381) (1,140)
At 31 December 2022 7,158 50,845 58,003
At 1 January 2023 7,158 50,845 58,003
Movement in the year (89) - (89)
Foreign exchange difference 380 368 748
At 31 December 2023 7,449 51,213 58,662
Impairment
At 1 January 2022 (2,675) (46,703) (49,378)
Charge for the year (326) - (326)
Foreign exchange difference 477 - 477
At 31 December 2022 (2,524) (46,703) (49,227)
At 1 January 2023 (2,524) (46,703) (49,227)
Charge for the year (3,646) - (3,646)
Foreign exchange difference (213) (99) (312)
At 31 December 2023 (6,383) (46,802) (53,185)
Carrying Value
At 31 December 2022 4,634 4,142 8,776
At 31 December 2023 1,066 4,411 5,477
(i) Shares in subsidiary undertakings are assessed for impairment and are
carried at the net asset position of the subsidiary. Refer Note 1 for further
information in respect to the accounting policy.
(ii) Loans provided to subsidiary undertakings which are interest free and
repayable on demand. The Directors do not expect to call for repayment of
these loans in the foreseeable future. The loans are expected to be repaid by
future revenues generated from the Group's assets in USA, UK and Australia.
Loans to subsidiary undertakings are assessed for impairment in accordance
with IFRS9. Under IFRS9, provisions for impairment of loans in subsidiary
undertakings is based on an expected credit loss assessment (refer note 1 for
further detail).
IFRS9 requires the parent company to make assumptions when implementing the
forward- looking expected credit loss model. This model is required to be used
to assess the intercompany loan receivables from its subsidiaries for
impairment. The model also assesses the Investment in Subsidiaries for
impairment.
Arriving at an expected credit loss allowance involved considering different
scenarios for the recovery of the intercompany loan receivables, the possible
credit losses that could arise and probabilities for these scenarios and an
assessment of the net asset position of the subsidiary.
The following were considered, the exploration project risk, the future sales
potential of product, value of potential reserves and the resulting expected
economic outcomes of the project.
Refer Note 1 for further information in respect to the accounting policy and
Note 2 (c) in relation to the accounting judgements.
Investment in subsidiaries
2023 2022
Company $'000 $'000
Investments in subsidiary undertakings - CRL 4,411 4,142
4,411 4,142
Holdings of more than 20%
The Company holds more than 20% of the share capital of the following
companies:
Subsidiary undertakings Country of Principal Class of %
Incorporation Activity share Owned
Central Australian Rare Earths Pty Ltd Australia (ii) Exploration and development Ordinary 100%
Iron Glen Holdings Pty Limited Australia (ii) Holding Company Ordinary 100%
Southern Minerals Group LLC (i) USA (iii) Sale of magnetite Ordinary 100%
SMG Cobre LLC(i) USA (iii) Holding Company Ordinary 100%
Ebony Iron Pty Limited Australia (ii) Holding Company Ordinary 100%
Leigh Creek Copper Mine Pty Ltd (i) Australia (ii) Exploration and development Ordinary 100%
Iron Glen Pty Ltd Australia (ii) Dormant Company Ordinary 100%
Cornwall Resources Limited United Kingdom (iv) Exploration and development Ordinary 100%
(i) Held by Ebony Iron Pty Limited
(ii) Registered office - 3 Laundess Avenue, Panania NSW 2213
(iii) Registered office - 303 Fierro Road, Hanover, New Mexico, USA, 88041
Registered office - 10 John St, London WC1N2EB
11. Property, plant, and equipment
Development Plant and Machinery
Asset Total
Group $'000 $'000 $'000
Cost
At 1 January 2022 7,027 746 7,773
Additions in the year 490 - 490
Bond Uplift 797 - 797
Foreign exchange difference (507) (23) (530)
At 31 December 2022 7,807 723 8,530
Additions 203 - 203
Impairment (i) (8,033) (328) (8,361)
Foreign exchange difference 23 - 23
At 31 December 2023 - 395 395
Depreciation
At 1 January 2022 - (288) (288)
Charge in the year - (16) (16)
Foreign exchange difference - (3) (3)
At 31 December 2022 - (307) (307)
Charge in the year - (16) (16)
Foreign exchange difference - - -
Reverse Depreciation for Impairment 8 8
At 31 December 2023 - (315) (315)
Carrying value
At 31 December 2021 7,027 458 7,485
At 31 December 2022 7,807 416 8,223
At 31 December 2023 - 80 80
(i) Management assesses the carrying value of Development assets
for indicators of impairment based on the requirements of IAS36 The following
are the key assumptions used in this assessment of Carrying value.
· Mineable reserves over life of project
· Forecasted Copper pricing
· Capital and operating cost assumptions to deliver the mining
schedule
· Foreign exchange rates
· Discount rate
If the carrying amount of the Development asset exceeds the recoverable
amount, the asset is impaired. The Group will reduce the carrying amount of
the asset to its recoverable amount and recognise an impairment loss.
2023 Assessment
There are significant indicators of impairment for the LCCM project. The Group
has reduced the carrying amount of the asset to nil and recognised an
impairment loss.
The last 12 months has seen a continued tightening of the availability of
project finance not only in South Australia but around the world.
Markets for the type of project funding required by LCCM have been severely
impacted. This, combined with rising inflation has put unprecedented pressure
on development of this type of asset.
The LCCM project has been, and continues to be, extensively marketed to
potential investors/purchasers. This has included a full review by major
Australian mining groups and international funders who have passed on the
project.
Despite improvements in the economics of the project, associated with higher
copper prices, the Board and Managements efforts to secure funding, have not
resulted in a transaction being achieved.
Accordingly, management has assessed that indicators for impairment exist.
In order to present a conservative view of the Company's financial position,
the full carrying value of the LCCM project has been impaired. However, the
Directors and Management consider that, once funding has been secured, this
impairment will be reversed.
The recoverable amount of the LCCM project is assessed to be lower than its
carrying value, such that an impairment charge of $8.898m has been recognised
in the Consolidated Statement of Comprehensive Income.
The Impairment charge comprises:
Impairment of Development Asset $8.033m Impairment of Intangible Asset $0.545m
Impairment of Plant and Equipment $0.320m
TOTAL
$8.898m
The impairment charge of $8.898m has been reduced the carrying value of the
LCCM asset from
$8.898m to nil.
12. Inventories
2023 2022
$'000 $'000
Finished goods held for sale 4 5
4 5
No inventories have been written off to profit or loss in the year (2022:
Nil).
13. Trade, other receivables, and prepayments
2023 2022
Group $'000 $'000
Current
Trade receivables 198 218
Less: provision for impairment of trade receivables - -
198 218
Other receivables 7 72
VAT/GST Receivable 14 29
219 319
Prepayments - 25
Non-Current
Rehabilitation bond 136 136
136 136
Company
Current
VAT/GST Receivable 7 17
7 17
The Group's trade receivables are derived from magnetite customers at Cobre,
whose credit quality is assessed by considering the customers financial
position, experience, and other factors. There are no significant
concentrations of credit risk, whether through exposure to individual
customers, specific industry sectors and/or regions. Within 90 days of the
year end, the Group had collected 96% of the trade receivables outstanding at
31 December 2023. The Group did not recognise any impairment and believes that
credit risk is limited as customers pay within a short period of time. Other
receivables in 2023 includes $7k receivables from the University of Exeter
being a reimbursement due under the Deep Digital Cornwall Project, which were
received in full by end of March 2024. The Group applies the IFRS 9 simplified
approach to measuring credit losses using a lifetime expected credit loss
provision for trade receivables. Based on the assessment, the carrying value
of trade receivables, classified at amortised cost, approximated the fair
value.
14. Cash and cash equivalents
2023 2022
Group $'000 $'000
Bank current accounts - unrestricted 112 341
Cash and cash equivalents in the statement of cash flows 112 341
Company
Bank current accounts - unrestricted 7 9
Cash and cash equivalents in the statement of cash flows 7 9
The Group's balances are held with well-known and highly rated UK, USA, and
Australian banks.
15. Trade and other payables
2023 2022
Group $'000 $'000
Trade payables 830 226
Other payables 2 24
Accruals 140 116
972 366
Company
Trade payables Other payables 213 54
- -
Accruals 124 73
337 127
Loans to Subsidiary Undertakings 2,230 1,919
2,230 1,919
Book values approximate to fair value at 31 December 2023 and 2022
16. Provisions
Provision for
environmental Total
Liability1
$'000 $'000
Group
At 1 January 2022 421 421
Bond Uplift 797 797
Foreign exchange (27) (27)
At 1 January 2023 1,191 1,191
Foreign exchange 1 1
At 31 December 2023 1,192 1,192
1LCCM's operations are subject to specific environmental regulations. The
Group has assessed the environmental rehabilitation provision arising from
these regulations and has recognised an amount, which reflects the fair value
of such liabilities.
17. Deferred tax
Deferred tax is calculated in full on temporary differences under the
liability method using the tax rate applicable for losses in the relevant
jurisdiction. However, the deferred tax asset as at 31 December 2023 was nil
(2022: nil) as the tax losses were not expected to be recovered in the
foreseeable future (see note 7 for details).
and vehicles
$,000 $'000 $'000
Group
At 1 January 2022 22 700 722
Additions - 167 167
Interest payments 1 17 18
Lease Payments (19) (301) (320)
At 31 December 2022 4 583 587
STRATEGIC MINERALS PLC
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
18. Leases
The Group has leases for an office, plant and machinery and a vehicle. Each
lease is reflected on the balance sheet as a right-of-use asset and a lease
liability. The Group classifies its right-of-use assets in a consistent manner
to its property, plant, and equipment (see Note 11).
Right of Use Asset
Plant, machinery,
Office Lease and vehicles Total
$'000 $'000 $'000
Group
At 1 January 2022 20 697 717
Additions - 167 167
Amortisation (capitalised) (19) (3) (22)
Amortisation - (278) (278)
At 31 December 2022 1 583 584
Group
At 1 January 2023 1 583 584
Additions - 150 150
Amortisation (capitalised) (1) (3) (4)
Amortisation - (277) (277)
At 31 December 2023 - 453 453
Lease Liabilities
Plant, machinery,
Office Total
At 1 January 2023 4 583 587
Additions - 150 150
Interest expense - 14 14
Lease payments (4) (292) (296)
At 31 December 2023 - 455 455
STRATEGIC MINERALS PLC
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (continued
Lease Liabilities are presented in the Statement of financial position as
follows:
2023 2022
$,000 $'000
Group
Current 153 282
Non-Current 302 305
Total 455 587
The table below describes the nature of the Group's leasing activities by type
of right-of-use asset recognised on balance sheet:
Right of Use Asset No of Right of Use
assets leased
Range of remaining term
No of leases with extension options
Plant and Machinery
5 1-4
years
1
Motor
Vehicle
1 1-4
years
-
19. Share Capital and Premium
Number
Issue Price
Share Capital
Share
Premium Total
At 31 December 2022 Ordinary shares of 0.1 pence each
$,000 $,000 $'000
2,015,964,616
2916 49,387 52,303
At 31 December 2023 Ordinary shares of 0.1 pence each
2,015,964,616
2916 49,387 52,303
During 2020, the Company issued 175,000,000 shares. As part of this issue the
Company also issued 175,000,000 warrants. Each share had a warrant attached
which entitled the holder to subscribe for one new Ordinary Share at a price
of 1.0p per share with an expiry date of 30 December 2022.
The value of the outstanding options at 31 December 2023 was nil (2022: nil).
In December 2022 the balance of the warrants reserve in relation to the
unexercised warrants at the expiry of the warrants period was transferred to
retained earnings.
During 2023, the Company issued 10,000,000 warrants. Each warrant attached
which entitled the holder to subscribe for one new Ordinary Share at a price
of 0.50p per share with an expiry date of 31 December 2025:
Date of Granted at Issued Cancelled / Granted at Exercise Exercise Period
grant 31.12.22 Exercised 31.12.23 price
From To
10.10.23 - 10,000,000 - 10,000,000 0.50p 10/10/23 31/12/25
The estimated fair value of options issued is calculated by applying the
Black-Scholes option pricing model. The assumptions used in the calculation
were as follows:
Share price at date of grant 0.122p
Exercise Price 0.50p
Expected Volatility 116%
Expected Dividend Nil
Contractual Life 2.2 years
Risk free rate 5.25%
Estimated fair value of each option 0.04245p
The annual risk-free rate of interest is estimated to be 5.25%.
The expected volatility was determined based on the historic volatility of the
Company's shares.
20. Share based payments.
The Group has a share-ownership compensation scheme for senior executives of
the Group whereby senior executives may be granted options to purchase
ordinary shares in the Company.
Number of outstanding options at 31 December 2022 and a reconciliation of
their movements during the year were:
Date of grant Outstanding at 31.12.21 Issued Lapsed Outstanding at 31.12.22 Exercise Exercise Period
price
From To
15.02.18 17,500,000 (i) - (17,500,000) - 5.00p 15.02.18 30.06.22
09.08.18 4,750,000 (i) - (4,750,000) - 5.00p 09.08.18 30.06.22
22,250,000 - (22,250,000) -
(i) Market based vesting condition of 10.0p volume weighted average share
price over 5 consecutive days.
No options were granted in 2023.
21. Loans and Borrowings
Loan Total
Group $'000 $'000
As at 1 January 2023 - -
Loan Advance 34 34
Accrued Interest 1 1
As at 31 December 2023 35 35
During the year the Company entered into short-term financing facilities with
an individual investor. The facility comprises $34,000 maturing May 2024. The
unsecured loan has been undertaken through the Company's 100% owned subsidiary
Ebony Iron Pty Ltd. The interest rate on the financing is 12% pa and includes
the grant of 10,000,000 warrants over new ordinary shares of 0.1 pence each in
the Company with an exercise price of 0.5p maturing 31 December 2025.
22. Commitments
(a) Capital expenditure commitments.
At 31 December 2023, no capital commitments existed (2022: Nil).
(b) Exploration commitments
So as to maintain current rights to tenure of exploration tenements, the group
is required to outlay amounts in respect of tenement rent to the relevant
governing authorities and to meet certain annual exploration expenditure
commitments. Other than for standard rent and licence fees, the group has
flexibility over the life of the tenement to meet exploration expenditure
commitments. The expected timing of outlays (exploration expenditure, rent and
licence fees) which arise in relation to granted tenements and are as follows:
2023 2022
Group $'000 $'000
due within one year 318 304
due after one year and within five years 1,362 1,303
due after five years 2,158 1,939
3,838 3,546
(c) Other commitments
As part of the terms of agreement in relation to the purchase of CRL, the
company had a commitment of AUD $1m on net smelter sales arising from CRL
production reaching $A50m and a further $A1m on net smelter sales arising from
CRL production reaching $A100m.
Given the asset is in still in the exploration phase, these milestone events
triggering deferred consideration payments are considered to be uncertain.
As part of the PEPR, the company has an obligation to pay a A$1.440m bond
prior to commencement of authorised operations at the LCCM site. The bond
addresses future liabilities resulting from operations as described in the
PEPR.
Whilst a possible obligation exists in relation to the consideration payable,
given the project is not in operation, it was concluded that at reporting date
that the payment is considered to be uncertain.
When the payments become probable, the group will raise a liability.
23. Controlling party
There is no ultimate controlling party of the Group.
24. Related party transactions
Director and key management personnel remuneration has been disclosed in Note
6.
Directors interest in Shares and Options have been disclosed in the Directors
Remuneration Report.
J Harrison is a director of the group and was consultant to CRL during 2023.
Fees paid by CRL for services provided by J Harrison's associated entity,
during this period were $17,040 (2022: $35,784)
The Group incurred costs of $175,402 (2022: $183,391) in relation to John
Peters' Directors remuneration to an associated entity. Of this amount
$102,318 (2022: $122,261) was incurred by the Company and $73,084 (2022:
$61,130) was incurred by a subsidiary company Iron Glen Holdings Pty Ltd. The
amount outstanding at year end payable to the associated entities was $205,609
(2022: $37,428)
The Group incurred costs of $53,982 (2022: $57,780) of Alan Broome's Directors
remuneration to an associated entity The amount outstanding at year end
payable to the associated entity was $70,426 (2022:
$17,013)
The Group paid $24,980 (2022: $23,588) of Jeffrey Harrison's Directors
remuneration to an associated entity. No amount was outstanding at year end
(2022: nil)
There were no other relevant transactions with Directors or other related
parties.
25. Events after the reporting period
Sales update: Cobre magnetite tailings operations
In mid-December 2023, the Cobre major client requested pricing on a
significant volume of ore over the next twelve months (approximately 50% more
than taken by the client in previous years). Subsequently, a purchase order
was agreed for the provision of 30,000 tonnes in calendar 2024. Shipments
against this order commenced on 16 January 2024 with bi-monthly billing terms
and 15-day payment arrangements.
Short-term working capital loans.
In October 2023 and February 2024, the Company entered into short-term
financing facilities totalling AUD $100,000, with an individual investor. The
facilities comprise AUD $50,000 maturing early May 2024
and AUD $50,000 maturing early October 2024. These unsecured loans have been
undertaken through the Company's 100% owned subsidiary Ebony Iron Pty Ltd. The
weighted average interest rate on the financing is circa 19% pa and each loan
include the grant of 10,000,000 warrants over new ordinary shares of 0.1 pence
each in the Company with an exercise price of 0.5p maturing 31 December 2025
In May 2024 the company entered into a six-month financing facility for AUD
$50,000 funding, with another individual investor. This funding is at an
interest rate of 12% per annum and has attached 10,000,000 warrants, which
have the same warrant terms as those previously agreed (exercise price 0.5p
and maturity 31 December 2025)
Mineral Rights Agreement Signed with The Duchy of Cornwallteams
The agreement between the Duchy of Cornwall and CRL provides exclusive mineral
rights to certain areas, adjacent to CRL's Redmoor licence area, located
within the Duchy's mineral rights in North and East Cornwall, covering over
6,427 Hectares (64.27 km²), including the historically mined and highly
prospective Tamar Valley Mining District.
Under the agreement, CRL's regional exclusive mineral rights footprint has
increased almost 4 times to 87.95 km², up from 23.68 km².
STRATEGIC MINERALS PLC
Competent Persons Statement
The information in this report that relates to Redmoor Project is based on
information compiled and reviewed at the time by Paul Gribble C.Eng. a Fellow
of the Institute of Materials, Minerals and Mining (FIMMM), and who is
Principal Geologist of Geologica UK (Geologica). Paul Gribble has sufficient
experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking to
qualify as a Competent Person as defined in the 2012 Edition of the
'Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves'. Paul Gribble is also a Competent Person as defined in the Note
for Mining and Oil & Gas Companies which form part of the AIM Rules for
Companies.
The information in this report that relates to the LCCM project is based on
information compiled by Mr. David Larsen, who is a Member of the Australian
Institute of Geoscientists (Member No. 1976). Mr. Larsen is the Principal
Geologist at Terra Consulting Pty Ltd and is a consultant to the Company. He
has sufficient experience relevant to the style of mineralisation and type of
deposit under consideration and to the activity he is undertaking to qualify
as a Competent Person, as defined in the 2012 Edition of the Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC
2012) and a qualified person as defined in the AIM Note for Mining and Oil
& Gas Companies which forms part of the AIM Rules for Companies. Mr.
Larsen has over 30 years' Australia and international experience in
exploration, mining geology and resource estimation for gold, base metals and
iron ore deposits.
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