REG - Wishbone Gold PLC - Final Results for the year ended 31 December 2023
28/06/2024 13:00
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RNS Number : 4033U Wishbone Gold PLC 28 June 2024
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of MAR
28 June 2024
Wishbone Gold Plc
("Wishbone" or the "Company")
Final Results for the Year ended 31 December 2023
Wishbone Gold Plc (AIM: WSBN, AQSE: WSBN), the precious metals exploration
company, is pleased to announce its final results covering the 12 months to
31st December 2023. The Chairman's Statement and Financial Statement are set
out below and the full Report and Accounts is available on the Company's
website www.wishbonegold.com (http://www.wishbonegold.com) .
END
For further information, please contact:
Wishbone Gold PLC
David Hutchins, Acting Chairman Tel: +971 4 584 6284
Beaumont Cornish Limited
(Nominated Adviser and AQUIS Exchange Corporate Adviser)
Roland Cornish/Rosalind Hill Abrahams Tel: +44 20 7628 3396
SP Angel Corporate Finance LLP
(Broker)
Ewan Leggat / Kasia Brzozowska Tel: +44 20 3470 0470
Soho Communications Ltd
(Financial PR)
George Hudson Tel: +44 7803 603130
Chairman's Statement
Dear Shareholders,
Unfortunately, during the preparation of these Accounts, the Chairman suffered
a fall and sustained a serious back injury. It is most likely that the
injury will require surgery and a period of recovery. Until that recovery is
complete, I will be Acting Chairman, although I would point out that the
Chairman will continue to remain actively involved in the Company's affairs.
During 2023, the Company continued the development and expansion of its
exploration portfolio which begun in 2020.
In January 2023, Wishbone completed the acquisition of tenement E45/6456
(Cottesloe East) covering 19 blocks (62km2) adjacent to its existing Cottesloe
property in the Paterson Range, Western Australia. Combined these projects now
form a total project area of 50 blocks covering 165km2
In March 2023, Southern Geoscience Consultants and Expert Geophysics
identified two target areas following the completion of data analysis on the
Red Setter Project.
In April 2023, Expert Geophysics confirmed its interpretation that Red Setter
is an analogue of the nearby Telfer gold mine on which it has also reported.
In April, Wishbone also reported that new analysis showed major resource
potential over the whole of the enlarged Cottesloe project.
In May 2023, the Company released the results from enhanced processing of
MobileMT across all Cottesloe properties. Also, Wishbone was granted a
contribution of A$220,000 for diamond drilling on the Cottesloe projects
through the Exploration Incentive Scheme (EIS) program of the Government of
Western Australia. The drilling recently completed at Cottesloe has provided
further basis and preliminary holes to be completed by the diamond drill
program later this year.
In November 2023, the Company announced it had secured an exclusive option to
acquire 100% of the Crescent East Lithium and Gold Project, located in the
prolific gold area of Mosquito Creek, in the Pilbara Region of Western
Australia. The site is 260km south-east of Port Headland, the main point for
the region's lithium exports.
In December 2023, the Company announced an update on the results of the year's
exploration programme and updated modelling efforts at its Red Setter prospect
located in the Paterson Range in Western Australia. The results confirmed a
significant gold system with a mineralised strike over 3km, with this second
stage of the drill programme expected to take place next year.
Post the year end, in March 2024, the Company announced that initial results
from the diamond drill program at the Cottesloe Project has confirmed an
overall exploration model for a major sediment hosted metals system focused on
base metals and silver.
As a Board we are pleased with the progress we have made during the year in
both advancing our existing projects, but also in continuing to add to our
portfolio of exploration assets in the Paterson Range and Pilbara area of
Western Australia, and we look forward to moving all our projects further down
the "value chain" in the future.
In other areas, in November 2023, one of the Company's Non-Executive
Directors, Professor Michael Mainelli, was elected as the 695(th) Lord Mayor
of the City of London. During his year as Lord Mayor, Michael has taken a
sabbatical from his position as a Director of the Company but we look forward
to welcoming him back in 2024.
Sadly, in April this year, Alan Gravett, another of the Company's
Non-Executive Directors passed away after a brief illness. Alan had been
with Wishbone since it started in 2012 and he will be missed by everyone at
the Company.
In closing, I would like to thank the Company's directors, employees and
consultants for all their hard work during the year and also thank the
shareholders for their support and patience. And we look forward to the year
ahead with anticipation and excitement.
D.J. Hutchins, Acting Chairman
Date: 27 June 2024
Consolidated Income Statement
for the year ended 31 December 2023
Notes 2023 2022
£ £
Discontinued Operations
Administration expenses - (37,512)
Loss from discontinued operations - (37,512)
Continuing Operations
Administration expenses 5 (1,270,896) (1,079,435)
Operating loss (1,270,896) (1,079,435)
Foreign exchange gain/(loss) 934 (23, 263)
Loss from continuing operations - before taxation (1,269,962) (1,102,698)
Tax on loss - -
Loss from continuing operations (1,269,962) (1,102,698)
Loss for the financial year (1,269,962) (1,140,210)
7 (0.488) (0.629)
Loss per share:
Basic and diluted (pence)
There are no recognised gains or losses other than disclosed above and there
have been no discontinued activities during the year.
The notes on pages 26 to 42 form part of these financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2023
2023 2022
£ £
Loss for the financial year (1,269,962) (1,140,210 )
Other comprehensive (loss)/income:
Exchange differences on translating foreign operations (251,783) 10,892
Other comprehensive income for the year, net of tax (251,783) 10,892
Total comprehensive loss for the year attributable to equity owners of the (1,521,745) (1,129,318 )
parent
The notes on pages 26 to 42 form part of these financial statements.
Consolidated Statement of Financial Position
as at 31 December 2023
Notes 2023 2022
£ £
Current assets
Trade and other receivables 8 837,175 200,458
Cash and cash equivalents 18,226 1,457,902
855,401 1,658,360
Non-current assets
Intangible assets 9 6,299,150 4,900,173
6,299,150 4,900,173
Total assets 7,154,551 6,558,533
Current liabilities 11 907,997 632,674
Equity
Share capital 12 3,095,161 3,016,333
Share premium 12 16,132,579 14,368,967
Share payment reserve 14 72,987 72,987
Translation adjustment (411,419) (411,419)
Foreign exchange reserve (453,149) (201,366)
Accumulated losses (12,189,605) (10,919,643)
6,246,554 5,925,859
Total equity and liabilities 7,154,551 6,558,533
The financial statements were approved by the board and authorised for issue
on 27 June 2024 and signed on its behalf by:
J.C.
Harrison
D.J. Hutchins
Director
Director
The notes on pages 26 to 42 form part of these financial statements.
Company Statement of Financial Position
as at 31 December 2023
Notes 2023 2022
£ £
Current assets
Trade and other receivables 8 735,255 42,772
Cash and cash equivalents 5,465 1,234,703
740,720 1,277,475
Non-current assets
Investments 10 104,105 104,105
Investment loans 13 6,411,909 5,273,575
6,516,014 5,377,680
Total assets 7,256,734 6,655,155
Current liabilities 11 87,683 122,050
Equity
Share capital 12 3,095,161 3,016,333
Share premium 12 16,132,579 14,368,967
Share payment reserve 14 72,987 72,987
Translation adjustment (411,419) (411,419)
Accumulated losses (11,720,257) (10,513,763 )
7,169,051 6,533,105
Total equity and liabilities 7,256,734 6,655,155
The financial statements were approved by the board and authorised for issue
on 27 June 2024 and signed on its behalf by:
J.C.
Harrison
D.J. Hutchins
Director
Director
The notes on pages 26 to 42 form part of these financial statements.
Consolidated Statement of Changes in Equity
as at 31 December 2023
Share capital Share premium Payment reserve Accumulated losses Translation adjustment Foreign exchange reserve Total equity
£ £ £ £ £ £ £
Balance at 1 January 2022 2,991,216 11,698,892 72,987 (9,779,433) (411,419) (212,258) 4,359,985
Shares issued during the year 25,117 2,670,075 - - - - 2,695,192
(net of issue costs)
Loss for the financial year - - - (1,140,210) - - (1,140,210)
Share based reserved - - - - - -
Foreign exchange - - - - - 10,892 10,892
Balance at 31 December 2022 3,016,333 14,368,967 72,987 (10,919,643) (411,419) (201,366) 5,925,859
Shares issued during the year 78,828 1,763,612 - - - - 1,842,440
(net of issue costs)
Loss for the financial year - - - (1,269,962) - - (1,269,962)
Foreign exchange - - - - - (251,783) (251,783)
Balance at 31 December 2023 3,095,161 16,132,579 72,987 (12,189,605) (411,419) (453,149) 6,246,554
The notes on pages 26 to 42 form part of these financial statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2023
Note 2023 2022
£ £
Cash flows from operating activities
Loss before tax (1,269,962) (1,140,210)
Reconciliation to cash generated from operations:
Write-off of receivable 34,505
Foreign exchange loss/gain (404,400) 23,263
Operating cash flow before changes in working capital (1,674,362) (1,082,442)
Decrease/(increase) in receivables 82,895 (201,828)
(Decrease)/increase in payables (24,000) 496,922
Net cash flows used in operations (1,615,467) (787,348 )
Cash flows from investing activities
Acquisition of intangible assets (1,644,710) (3,119,926)
Net cash flows used in investing activities (1,644,710) (3,119,926)
Cash flows from financing activities
Issue of shares for cash 12 1,842,440 2,375,000
Net cash flows from financing activities 1,842,440 2,375,000
Effects of exchange rates on cash and cash equivalents, including effects of (21,939) (12,371)
foreign exchange reserve
Net decrease in cash and cash equivalents (1,439,676) (1,544,645)
Cash and cash equivalents at 1 January 1,457,902 3,002,547
Cash and cash equivalents at 31 December 18,226 1,457,902
The notes on pages 26 to 42 form part of these financial statements.
Company Statement of Cash Flows
for the year ended 31 December 2023
Notes 2023 2022
£ £
Cash flows from operating activities
Loss before tax (1,206,491) (1,010,653 )
Reconciliation to cash generated from operations:
Write-off of receivables - (10,623)
Operating cash flow before changes in working capital (1,206,491) (1,021,276)
(Decrease)/increase in receivables 24,775 (167,313)
(Decrease)/increase in payables (34,367) 29,433
Net cash flows used in operations (1,216,083) (1,159,156)
Cash flows from investing activities
Increase in funding to subsidiaries (1,855,595) (2,411,869)
Net cash flows used in investing activities (1,855,595) (2,411,869)
Cash flows from financing activities
Issue of shares for cash 12 1,842,440 2,375,000
Net cash flow from financing activities 1,842,440 2,375,000
Net decrease in cash and cash equivalents (1,229,238) (1,196,025)
Cash and cash equivalents at 1 January 1,234,703 2,430,728
Cash and cash equivalents at 31 December 5,465 1,234,703
The notes on pages 26 to 42 form part of these financial statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
1. General Information
The consolidated financial statements of Wishbone Gold Plc (the "Company") and
its subsidiaries (the "Group") for the year ended 31 December 2023 were
authorised for issue in accordance with a resolution of the Company's
directors on 28 June 2024.
The Company was incorporated in Gibraltar under the name of Wishbone Gold Plc
as a public company under the Gibraltar Companies Act 2014. The authorised
share capital of the Company is £8,000,000 divided into 8,000,000,000 shares
of £0.001 each. The registered office is located at Unit 5A,3 Irish Place,
Irish Town, GX11 1AA, Gibraltar.
Further share allotments have been made as disclosed in note 12.
2. Accounting Policies
Basis of preparation
The financial statements of the Group have been prepared in accordance with
United Kingdom adopted International Financial Reporting Standards ("IFRS")
applied in accordance with the provisions of the Gibraltar Companies Act 2014
("the Act").
In accordance with the Gibraltar Companies Act 2014, the individual statement
of financial position of the Company has been presented as part of these
financial statements. The individual statement of comprehensive income has not
been presented as part of these financial statements as permitted by Section
288 of the Act. The individual statement of comprehensive income of the
Company shows a loss for the year of £1,206,491 (2022: £1,010,653).
IFRS is subject to amendment and interpretation by the International
Accounting Standards Board ("IASB") and the International Financial Reporting
Interpretations Committee ("IFRIC"). The accounts have been prepared on the
basis of the recognition and measurement principles of IFRS that are
applicable for the year commencing 1 January 2022.
The consolidated financial statements have been prepared under the historical
cost convention. The principal accounting policies set out in the succeeding
pages have been consistently applied to all years presented other than changes
from the new and amended standards and interpretations effective from 1
January 2023.
Going concern
The Group has incurred losses during the financial years ended 31 December
2023 and 31 December 2022.
In June 2020, the Group fundamentally changed its strategy and re-focused on
exploration in Australia. Initially, this was on the existing properties in
Queensland but during the latter part of 2020, early 2021, and also late 2022,
the Group took options over and acquired additional properties in Western
Australia.
The presentation of this new strategy was received extremely well by the
markets with the Company's market capitalization rising from £1.25m in June
2020 to over £30m by June 2021. This has enabled the Company to raise
£1.842m in 2023 (2022: £2.375m).
The Directors have reviewed the financial condition of the Group since 31
December 2023 and have considered the Group's cash projections and funding
plan for the 12 months from the date of approval of these financial
statements. The Group's current cash situation without any additional
funding can sustain the Company for at least the next twelve months. This can
of course be adjusted in accordance with the results. All exploration is
inherently unpredictable as to the final outcome.
The Company has also demonstrated that it has the ability to raise capital for
its new strategy that it may require to accelerate the exploration program if
it desires.
The Board of Directors is confident that the Group has access to sufficient
funds to enable the Group to meet its liabilities as and when they fall due
for at least the next twelve months and also to continue full operations in
exploration.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
Basis of consolidation
The Group's consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries prepared at 31 December each
year. Control is achieved where the company has power to govern the financial
and operating policies of an investee entity so as to obtain benefits from its
activities.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group.
All intra-group transactions and balances and any unrealised gains and losses
arising from intra-group transactions are eliminated in preparing the
consolidated accounts.
In the parent company financial statements, the investment in the subsidiaries
is accounted for at cost.
Functional and presentational currencies
The individual financial information of the entity is measured and presented
in the currency of the primary economic environment in which the entity
operates (its functional currency).
As at 1 January 2021, the functional currency of the Company is the Pounds
Sterling ("£"). The Board of Directors considered that the Group's source of
funding is predominantly £ denominated. As a result, the Directors have
determined that £ is the currency which best reflects the underlying
transactions, events and conditions relevant to the Group with effect from 1
January 2021 ("the effective date of the change").
In accordance with IAS 21 'The Effect of Changes in Foreign Exchange Rates',
the effect of a change in functional currency is accounted for prospectively.
All items were translated at the exchange rate on the effective date of the
change. The resulting translated amounts for non-monetary items are treated as
their historical cost. Share capital and premium were translated at the
historic rates prevailing at the dates of the underlying transactions.
The effects of translating the Company's financial results and financial
position into £ were recognized in the foreign currency translation reserve.
The financial statements are presented in £ including the comparative
figures. All amounts are recorded in the nearest £, except when otherwise
indicated.
Business combinations and goodwill
On acquisition, the assets and liabilities, and contingent liabilities of
subsidiaries are measured at their fair values at the date of acquisition. Any
excess of cost of acquisition over the fair value of identifiable net assets
acquired is recognised as goodwill. Any deficiency of the cost of acquisition
below the fair value of identifiable net assets acquired (i.e., discount on
acquisition) is credited to the income statement in the period of acquisition.
Goodwill arising on consolidation is recognised as an asset and reviewed for
impairment at least annually. Any impairment is recognised immediately in the
income statement and is not subsequently reversed.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of
interest for which rights of tenure are current is carried forward as an asset
in the statement of financial position where it is expected that the
expenditure will be recovered through the successful development and
exploitation of an area of interest, or by its sale; or exploration activities
are continuing in an area and activities have not reached a stage which
permits a reasonable estimate of the existence or otherwise of economically
recoverable reserves. Where a project or an area of interest has been
abandoned, the expenditure incurred thereon is written off in the year in
which the decision is made. Exploration and expenditure ceases after technical
feasibility and commercial viability of extracting a mineral resource are
demonstrable.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation.
Cost is depreciated on a straight-line basis over their expected useful lives
as follows:
Machinery 15% per annum
Investments
Investments in group undertakings
Investments in group undertakings are measured at cost less any impairments
arising should the fair value after disposal costs be lower than cost.
Impairment of non-financial assets
At each year end date, the Group reviews the carrying amounts of its
non-financial assets, which comprise of investments, tangible and intangible
assets, to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the assets is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash flows that
are independent from other assets, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less cost to sell, and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset, for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (cash
generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately, unless the relevant asset is carried at
revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (cash generating unit) in prior periods. A
reversal of impairment loss is recognised in the income statement immediately.
In 2023, the Company did not recognise additional impairment of its related
party loans (2022: £Nil).
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
Foreign currencies
The consolidated financial statements are presented in Gibraltar Pounds
Sterling ("£"), the presentation and functional currency of the Company. All
values are rounded to the nearest £. Transactions denominated in a foreign
currency are translated into £ at the rate of exchange at the date of the
transaction or using the average rate for the financial year. At the year-end
date, monetary assets and liabilities denominated in foreign currency are
translated at the rate ruling at that date. All exchange differences are dealt
with in the income statement.
On consolidation, the assets and liabilities of foreign operations which have
a functional currency other than £ are translated into £ at foreign exchange
rates ruling at the year-end date. The revenues and expenses of these
subsidiary undertakings are translated at average rates applicable in the
period. All resulting exchange differences are recognised as a separate
component of equity. Foreign exchange gains or losses arising from a monetary
item receivable from or payable to a foreign operation are recognised in the
consolidated statement of comprehensive income and disclosed as a separate
component of equity, such foreign exchange gains or losses are reclassified
from equity to the income statement on disposal of the net foreign operation.
The same foreign exchange gains or losses are recognised in the stand-alone
income statements of either the parent or the foreign operation.
In the statement of cash flows, cash flows denominated in foreign currencies
are translated into the presentation currency of the Group at the average
exchange rate for the year or the prevailing rate at the time of the
transaction where more appropriate.
The closing exchange rate applied at the year-end date was AUD 1.87 per £1
(2022: AUD 1.7758). The average exchange rate applied at the year-end date was
AUD 1.87 per £1 (2022: AUD 1.7767 ).
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker as required by IFRS 8
"Operating Segments". The chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the operating segments,
has been identified as the Board of Directors.
The accounting policies of the reportable segments are consistent with the
accounting policies of the Group as a whole. Segment loss represents the loss
incurred by each segment without allocation of foreign exchange gains or
losses, investment income, interest payable and tax. This is the measure of
loss that is reported to the Board of Directors for the purpose of the
resource allocation and the assessment of the segment performance.
When assessing segment performance and considering the allocation of
resources, the Board of Directors review information about segment assets and
liabilities. For this purpose, all assets and liabilities are allocated to
reportable segments (note 4).
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
Revenue recognition
The Group earns its revenues only from gold trading, which is recognised at a
point in time. Revenue is recognised when control of a good or service
transfers to a customer. A new five-step approach is applied before revenue
can be recognised:
identify contracts with customers;
identify the separate performance obligation;
determine the transaction price of the contract;
allocate the transaction price to each of the separate performance
obligations; and
recognise the revenue as each performance obligation is satisfied.
The revenue recognition under IFRS 15 is similar to how the Company has
previously accounted for its revenues under the old revenue accounting
standards.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost less provision for impairment.
Impairment of financial assets
The Group has adopted the expected credit loss model ("ECL") in IFRS 9. The
ECL is to be measured through a loss allowance at an amount equal to:
• the 12-month expected credit losses (ECL that result from those
default events on the financial instrument that are possible within 12 months
after the reporting date); or
• full lifetime expected credit losses (ECL that result from all
possible default events over the life of the financial instrument).
The Group only holds cash and trade and other receivables with no financing
component and therefore has adopted an approach similar to the simplified
approach to ECLs.
Provision for impairment (or the ECL) is established based from full lifetime
ECL and when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivable. The
amount of the impairment is the difference between the asset's carrying amount
and the present value of the estimated future cash flows, discounted at
effective interest rate.
Cash and cash equivalents
Cash and cash equivalents comprise on demand deposits held with banks.
Trade and other payables
Trade payables are initially measured at fair value, and subsequently measured
at amortised cost, using the effective interest rate method.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its liabilities. Equity
instruments issued by a group entity are recorded at the proceeds received,
net of any direct issue costs.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
Taxation
Current tax is provided at amounts expected to be paid (or recovered) using
the tax rates and laws that have been enacted or substantively enacted by the
year end date. Deferred taxation is provided in full, using the liability
method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However, if the deferred tax arises from the initial recognition
of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting, nor taxable
profit or loss, it is not accounted for. Deferred tax is determined using tax
rates and laws that have been enacted (or substantively enacted) by the year
end date and are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
Share based payments
The Company has historically issued warrants and share options in
consideration for services. The fair value of the warrants have been treated
as part of the cost of the service received and is charged to share premium
with a corresponding increase in the share based payment reserve. All
subscriber warrants issued in the prior years had already lapsed, thus the
share based payment reserve was transferred to retained earnings. In 2021 and
2020, the Group issued warrants (see note 14) as part of the total
consideration for the acquisition of exploration licenses (see note 9), for
which the value attributable to the warrants is £Nil.
Standards, amendments and interpretations to existing standards that are
effective in 2023
The following table lists the recent changes to Accounting Standards that are
required to be applied for accounting periods beginning on or after 1 January
2023. None of these have had no significant impact on the consolidated
financial statements:
Effect annual periods
beginning before or after
IFRS 17 Insurance Contracts
1st January 2023
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2
1st January 2023
Definition of Accounting Estimates - Amendments to IAS 8
1st January 2023
Deferred tax relating to Assets and Liabilities arising from a Single
Transaction - Amendments to IAS 12
1st January 2023
International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12
1st January 2023
New standards and interpretations to existing standards that are not yet
effective or have not been early adopted
At the date of authorisation of these consolidated financial statements, the
following standards and interpretations were in issue but not yet mandatorily
effective and have not been applied in these financial statements:
Effect annual periods
beginning before or after
Classification of Liabilities as Current or Non-current - Amendments to IAS 1
1st January 2024
Non-current Liabilities with Covenants - Amendments to IAS 1
1st January 2024
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16
1st January 2024
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
1st January 2024
Lack of Exchangeability (Amendments to IAS 21)
1st January 2025
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the
consolidated financial statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
2. Accounting Policies - continued
The Company assessed that there is no significant impact of the adoption of
the new or amended Accounting Standards and Interpretations on the Company's
financial statements. The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective.
3. Critical accounting estimates and judgements
The critical accounting estimates and judgements made by the Group regarding
the future or other key sources of estimation, uncertainty and judgement that
may have a significant risk of giving rise to a material adjustment to the
carrying values of assets and liabilities within the next financial year are:
Critical judgements in applying the group's accounting policies
Going concern
The preparation of the financial statements is based on the going concern
assumption as disclosed in note 2. The Board of Directors, after taking into
consideration the additional funding received, believe the going concern
assumption is appropriate.
Determining capitalizable exploration and evaluation expenditures
The application of the Group's accounting policy for exploration and
evaluation expenditure requires judgement to determine whether future economic
benefits are likely from either future exploration or sale, or whether
activities has not reached a stage that permits a reasonable assessment of the
existence of reserves.
In addition to applying judgement to determine whether future economic
benefits are likely to arise from the Group's exploration and evaluation
assets, or whether activities have not reached a stage that permits a
reasonable assessment of the existence of reserves, the Group has to apply a
number of estimates and assumptions. The determination of Joint Ore Reserves
Committee (JORC) resource is itself an estimation process that involves
varying degree of uncertainty depending on how the resources are classified.
The estimation directly impacts when the Group defers exploration and
evaluation expenditure. The deferral policy requirements management to make
certain estimates and assumptions about future events and circumstances,
particularly, whether an economically viable extraction operation can be
established.
Any such estimates and assumptions may change as new information becomes
available. If, after expenditure is capitalised, information becomes available
suggesting that the recovery of expenditure is unlikely, the relevant
capitalised amount is written off to the statement of profit or loss and other
comprehensive income in the period when the new information becomes available.
Impairment of exploration and evaluation assets
Impairment of exploration and evaluation expenditure is subject to significant
estimation, due to the complexity of the accounting requirements and the
significant judgement required in determining the assumptions to be used to
estimate the recoverable amount. As at 31 December 2023, the Board of
Directors are satisfied that no impairment exists as outlined in note 9.
If, after expenditure is capitalised, information becomes available suggesting
that the recovery of expenditure is unlikely, the amount capitalised is
written off in profit and loss in the period when the new information becomes
available. As at 31 December 2023, no such information is available to
suggest that the expenditure is not recoverable.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
3. Critical accounting estimates and judgements - continued
Determination of functional currency
As at 1 January 2021, the functional currency of the Company is the Pounds
Sterling ("£"). The Board of Directors considered that the Group's source of
funding is predominantly £ denominated. As a result, the Directors have
determined that £ is the currency which best reflects the underlying
transactions, events and conditions relevant to the Group with effect from 1
January 2021 ("the effective date of the change").
Parent company statement of financial position - impairment of the investment
in a subsidiary and related party receivables
The Company's investments in its subsidiaries are carried at cost less
provision for impairment. The values of the investments are inherently linked
to the assets held by and or the performance of the subsidiaries and an
impairment review is undertaken by management annually to assess whether any
permanent diminution in value has occurred.
At the reporting date, the Australian subsidiaries had net liability of
£530,993 (AUD 992,956) (2022: £507,407 (AUD 901,266)). As noted above, the
Board of Directors do not consider that the exploration and evaluation assets
are impaired. No facts or circumstances were noted that the projects are not
viable. Accordingly, no impairment of the investment in and loan to the
Australian subsidiaries of £104,105 (2022: 104,105) and £ 6,411,909 (2022:
£5,273,575 ), respectively, were recognised.
Valuation of warrants
As described in note 14, the fair value of any warrants granted was calculated
using the Binomial Option Pricing model which requires the input of highly
subjective assumptions, including volatility of the share price. Changes in
subjective input assumptions may materially affect the fair value estimate.
4. Segmental analysis
Management has determined the operating segments by considering the business
from both a geographic and product perspective. For management purposes, the
Group is currently organised into a single operating division, resource
evaluation (Australia). The division is the business segment for which the
Group reports its segment information internally to the Board of Directors.
5. Administrative expenses
2023 2022
£ £
Fees payable to the Company's auditor for the audit of the consolidated 48,640 38,700
financial statements
Other administrative costs 924,340 778,247
Remuneration of directors of the Group 297,916 300,000
1,270,896 1,116,947
Remuneration to the directors of the Group may be settled via the issue of
equity in the Company and cash, as disclosed in note 19.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
6. Taxation
The Company is subject to corporation tax in Gibraltar on any profits, which
are accrued in or derived from Gibraltar or any passive income which is
taxable. The corporation tax rate in Gibraltar for the year ended 31 December
2022 is 12.5%. There was an increase in the corporate tax in Gibraltar to
12.5% effective from 1 August 2021; the rate prior to the effectivity of the
new rate was 10%. The Company has no operations in Gibraltar which are
taxable.
The Company has taxable losses to carry forward, consequently no provision for
corporate tax has been made in these financial statements.
The Group's subsidiary, Wishbone Gold Pty Ltd, is subject to corporate income
tax in Australia. The corporate income tax rate in Australia for the year
ended 31 December 2023 is 25% (2022: 25%).
This subsidiary has taxable losses to carry forward, consequently no provision
for corporate tax has been made in these financial statements.
Note that there are no group taxation provisions under the tax laws of
Gibraltar.
As at 31 December 2023 and as at 31 December 2022, the Company has no deferred
tax assets and no deferred tax liabilities.
7. Loss per share
2023 2022
£ £
Loss for the purpose of basic loss per share being net loss attributable to (1,269,962) (1,140,210 )
equity owners of parent
Loss for the purpose of diluted earnings per share (1,269,962) (1,140,210)
Number of shares:
Weighted average number of new ordinary shares
Issued ordinary shares at the beginning of the year 181,343,651 173,795,213
Effect of share issues after reorganisation 78,827,440 7,548,438
Weighted average number of new ordinary shares at 31 December 260,171,091 181,343,651
Basic loss per share (pence) (0.488) (0.629)
Due to the Company and the Group being loss making, the share warrants (note
14) are antidilutive.
8. Trade and other receivables
2023 2022
Group £ £
Other receivable 775,276 122,278
Prepayments 17,995 31,452
Deposits 43,904 46,728
837,175 200,458
2023 2022
Company £ £
Other receivable 717,260 11,320
Prepayments 17,995 31,452
735,255 42,772
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
9. Intangible assets
Exploration & evaluation assets
Group £
Cost
At 1 January 2022 1,460,055
Additions 3,377,051
Foreign exchange revaluation 63,067
At 31 December 2022 4,900,173
At 1 January 2023 4,900,173
Additions 1,644,710
Foreign exchange revaluation (245,733)
At 31 December 2023 6,299,150
The Group holds Exploration Permits for Mining ("EPMs") to four tenements in
Queensland, Australia and seven exploration licenses in Western Australia. The
renewal of the EPMs is for a maximum further period of 5 years. Permits are
not automatically renewed but require an application to the Queensland
Department of Natural Resources and Mines.
In 2023, Group acquired additional exploration license in Western Australia
for a total deemed consideration of £425,000 (2022: £370,192) which consists
of cash amounting to £nil (2022: £50,000), shares of stocks with deemed
value of £425,000 (2021: £320,193) and share warrants valued at nil (see
notes 12 and 14).
The total additions in 2023 is composed of the following:
£
Western Australia Crescent East / Mosquito Creek Acquisition 425,000
Western Australia exploration costs 1,192,105
Queensland exploration costs 27,605
Total additions 1,644,710
10. Investments
Shares in subsidiary undertakings
2023 2022
Company £ £
Cost
As at 1 January 697,329 697,329
Disposal (593,224) -
As at 31 December 104,105 697,329
Accumulated Impairment
As at 1 January (593,224) (593,224)
Disposal 593,224 -
As at 31 December - (593,224)
Net Book Value
As at 31 December 104,105 104,105
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
10. Investments - continued
Company Class of shares held % held Country of registration or incorporation Cost of Investment
£
Wishbone Gold Pty Ltd 110,000,000 ordinary shares of GBP 0.001 each 100% Australia 104,105
Wishbone Gold WA Pty Ltd 100 ordinary shares of AUD 1 each 100% Australia -
Wishbone Gold Pty Ltd is an exploration company. The Company is incorporated
in Australia and the registered office address is c/o RSM, Level 6, 340
Adelaide St, Brisbane City 4000, Australia.
Wishbone Gold WA Pty Ltd is also an exploration company. The company is
incorporated in Australia and the registered office address is c/o RSM, Level
6, 340 Adelaide St, Brisbane City 4000, Australia.
The cost of the investments in Wishbone Gold WA Pty Ltd is negligible and has
not been recognised.
11. Current liabilities
2023 2022
£ £
Group
Trade payables 827,704 571,308
Accruals and deferred income 80,293 61,366
907,997 632,674
2023 2022
Company £ £
Trade payables 34,113 85,553
Accruals and deferred income 53,570 36,497
87,683 122,050
Trade payables include amounts due to directors of £ nil (2022: £62,424) as
disclosed in Note 20.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
12. Share capital - Group and Company
2023 2022
Authorised: £ £
8,000,000,000 Ordinary Shares of 8,000,000 8,000,000
£0.001 each
Allotted and called up:
2023 Number of shares 2023 Share capital 2023 Share premium £ 2022 Number of shares 2022 Share capital 2022 Share premium
£ £ £
As at 1 January 198,912,868 3,016,333 14,368,967 173,795,213 2,991,216 11,698,892
Placing of shares 78,827,440 78,828 1,763,612 25,117,655 25,117 2,670,075
Settlement of liability through shares - - - - - -
(see note 10)
Exercise of warrants issued last year with shares issued this year - - - - - -
As at 31 December 277,740,308 3,095,161 16,132,579 198,912,868 3,016,333 14,368,967
Share allotments and issuances during the year, including comparative, are
laid out below:
On 11 March 2022, the Company issued 238,095 warrants at an exercise price of
10.5 pence per share.
On 6 September 2022, the Company issued 22,946,860 new ordinary shares of 0.1
pence each at a price of 10.35 pence per share which equates to £2,375,000,
following the expansion of the Red Setter and Halo projects. The Company has
also issued 13,047,101 warrants at an exercise price of 20 pence per share.
On 18 November 2022, the Company issued 2,170,795 new ordinary shares of 0.1
pence each at a price of 14.75 pence per share which equates to £320,193
following the completion of the Anketell Project acquisition.
On 1 August 2023, the Company issued 59,059,997 new ordinary shares of 0.1
pence each at a price of 2.4 pence per share which equates to £1,417,440.
On 22 November 2023, the Company issued 1,162,790 new ordinary shares of 0.1
pence each (the "Ordinary Shares") at a price of 2.15 pence per share equating
to £25,000 to pay for the Option Fee of the Crescent East Lithium and Gold
Project.
On 19 December 2023, the Company issued 18,604,652 new ordinary shares of 0.1
pence each (the "Ordinary Shares") at a price of 2.15 pence per share equating
to £400,000 to complete the acquisition of the Crescent East Lithium and Gold
Project.
Ordinary shares carry a right to receive notice of, attend, or vote at any
Annual General and Extraordinary General Meetings of the company. The holders
are entitled to receive dividends declared and paid by the Company.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
13. Investment loans
As at 31 December 2023, there are no outstanding loans due from third parties.
2023 2022
Company £ £
Non-Current
Amounts owed by subsidiary undertakings (note 19) 6,411,909 5,273,575
6,411,909 5,273,575
14. Share based payments
Details of the warrants and share options in issue during the year ended 31
December are as follows:
Number of Warrants / options 2023 Average exercise price 2023 Number of Warrants / options 2022 Average exercise price 2022
No £ No £
Outstanding at 1 January 20,385,196 0.1871 8,951,851 0.1040
Lapsed/terminated during the year (5,600,000) 0.1936 (1,851,851) 0.1400
Issued during the year 75,000,000 0.0150 13,285,196 0.1941
Exercised during the year - - - -
Outstanding at 31 December 89,785,196 0.0410 20,385,196 0.1871
The outstanding warrants and share options break down are as follows:
25,000,000 warrants with exercise price of £0.01 per share valid up to
November 2025; 25,000,000 warrants with exercise price of £0.015 per share
valid up to November 2025; 25,000,000 warrants with exercise price of £0.02
per share valid up to November 2027; 1,000,000 warrants with exercise price of
£0.10 per share valid up to September 2024; 1,500,000 warrants with exercise
price of £0.10 per share valid up to February 2026; 573,671 warrants with
exercise price of £0.104 per share valid up to September 2024; 238,095
warrants with exercise price of £0.105 per share valid up to March 2024; and
11,473,430 warrants with exercise price of £0.20 per share valid up to
September 2024.
Fair value is measured by use of the Binomial Option Pricing Model with the
assumption of 5% future market volatility and a future interest rate of 1.63%
(2022: 1.63%) per annum based on the current economic climate. The fair value
of share warrants granted in 2023 was £nil (2022: £nil). The fair value of
share warrants outstanding as at 31 December 2023 is £72,987 (2022:
£72,987).
15. Financial instruments
The Group's financial instruments comprise of cash and cash equivalents,
borrowings and items such as trade payables which arise directly from its
operations. The main purpose of these financial instruments is to provide
finance for the Group's operations.
Classification of financial instruments
All Group's financial assets are classified at amortised cost. All of the
Group's financial liabilities classified as other financial liabilities are
also held at amortised cost. The carrying value of all financial instruments
approximates to their fair value.
Fair values of financial instruments
In the opinion of the directors, the book values of financial assets and
liabilities represent their fair values.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
16. Financial risk management
The Group's operations expose it to a variety of financial risks including
credit risk, liquidity risk, interest rate risk and foreign currency exchange
rate risk. The Directors do not believe the Group is exposed to any material
equity price risk. The policies are set by the Board of Directors.
Credit risk
Credit risk is the risk that a counterparty will be unable or unwilling to
meet the commitments that it has entered into with the Group. Credit risk
arises from cash and cash equivalents, and trade and other receivables
(including the Company's receivables from related parties). As for the cash
and cash equivalents, these are deposited at reputable financial institutions,
therefore management do not consider the credit risk to be significant.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum credit exposure to credit risk at the reporting date was
£855,401 (2022: £1,662,200).
Based on this information, the directors believe that there is a low credit
risk arising from these financial assets.
Interest rate risk
The Group's interest-bearing assets comprise only cash and cash equivalents
and earn interest at a variable rate. The Group has a policy of maintaining
debt at fixed rates which are agreed at the time of acquiring debt to ensure
certainty of future interest cash flows. The directors will revisit the
appropriateness of the policy should the Group's operations change in size or
nature.
No sensitivity analysis for interest rate risk has been presented as any
changes in the rates of interest applied to cash balances would have no
significant effect on either profit or loss or equity.
The Group has not entered into any derivative transactions during the year
under review.
Liquidity risk
The Group actively maintains cash balances that are designed to ensure that
sufficient funds are available for operations and planned expansions. The
Group monitors its levels of working capital to ensure that it can meet its
debt repayments as they fall due. All of the Group's financial liabilities are
measured at amortised cost. Details of the Group's funding requirements are
set out in note 18.
Non-derivative financial liabilities, comprising loans payable, trade payables
and accruals of £924,426 (2022: £632,674) are repayable within 1-12 months
from the year end, apart from directors' fees. The amounts represent the
contractual undiscounted cash flows, balances due equal their carrying
balances as the impact of discounting is not significant.
Foreign currency exchange rate risk
The Group undertakes certain transactions in foreign currencies. Hence,
exposure to exchange rate fluctuations arises.
The Group incurs foreign currency risk on transactions denominated in
currencies other than its functional currency. The principal currency that
gives rise to this risk at Group level is the Australian Dollar. At the year
end, the Group's exposure to the currency is minimal; accordingly, any
increase or decrease in the exchange rates relative to the functional currency
would not have a significant effect on the financial statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
17. Capital management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and to maintain an optimal capital structure to reduce the cost of capital.
The Group defines capital as being share capital plus reserves. The Board of
Directors monitor the level of capital as compared to the Group's commitments
and adjusts the level of capital as is determined to be necessary, by issuing
new shares. The Group is not subject to any externally imposed capital
requirements. There were no changes in the Group's approach to capital
management during the year.
18. Commitments
Annual expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the
Group is required to perform minimum exploration work to meet the minimum
expenditure requirements specified by various authorities.
These obligations are subject to periodic renegotiations and authorities allow
overspend from previous years to be applied. The Group's planned spend through
its exploration contractors are as follows:
2023 2022
£ £
Within one year 347,434 460,297
After one year but not more than five years 483,328 754,394
830,762 1,214,691
19. Related parties
The Company wholly owns Wishbone Gold Pty Ltd, an Australian entity that is
engaged in the exploration of gold in Australia. The Company's investment in
Wishbone Pty Ltd was £104,500 as at 31 December 2023 and 2022. The financial
and operating results of this subsidiary have been consolidated in these
financial statements.
Wishbone Gold Pty Ltd, as at 31 December 2023, has a loan outstanding from
Wishbone Gold Plc of the following amounts:
2023 2022
£ £
Outstanding at 1 January 4,021,181 1,541,554
Additions during the year 713,333 2,479,627
Outstanding at 31 December 4,734,514 4,021,181
Wishbone Gold WA Pty Ltd, as at 31 December 2023, has a loan outstanding from
Wishbone Gold Plc of the following amounts:
2023 2024
£ £
Outstanding at 1 January 1,252,394 857,202
Additions during the year 425,000 395,192
Outstanding at 31 December 1,677,394 1,252,394
The intercompany loans are repayable on demand and do not attract any
interest.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
19. Related parties - continued
The following summarises the fees incurred in respect of directors' and
officers' services for the year ended 31 December 2023 and 2022, and the
amounts settled by the Company by way of share issues and cash.
31 December 2023 Balance as at 1 January 2023 Charge Settled in shares Settled in cash Balance as at 31 December 2023
for the year
£ £ £ £ £
Richard Poulden 16,667 200,000 - (213,235 ) -
Jonathan Harrison 2,083 25,000 - (27,083 ) -
Alan Gravett 2,083 25,000 - (27,083 ) -
Professor Michael Mainelli 2,083 20,833 - (22,916 ) -
David Hutchins 2,083 25,000 - (27,083 ) -
Total 24,999 295,833 - (317,400 ) -
31 December 2022 Balance as at 1 January 2022 Charge Settled in shares Settled in cash Balance as at 31 December 2022
for the year
£ £ £ £ £
Richard Poulden 13,235 200,000 - (196,568) 16,667
Jonathan Harrison - 25,000 - (22,917) 2,083
Alan Gravett - 25,000 - (22,917) 2,083
Professor Michael Mainelli - 25,000 - (22,917) 2,083
David Hutchins - 25,000 - (22,917) 2,083
Total 13,235 300,000 - (288,236) 24,999
Consultancy fees paid to Richard Poulden include fees paid to Black Swan Plc
of which he is also the Chairman. In addition, Jonathan Harrison's services
are billed by Easy Business Consulting Limited, in which Jonathan Harrison, a
director of the Company, has an interest, for consultancy services. Professor
Michael Mainelli's services are billed by Z/Yen Group Limited, in which
Professor Michael Mainelli, a director of the Company, has an interest, for
consulting services.
20. Ultimate controlling party
The directors believe that there is no single ultimate controlling party.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
21. Events after the reporting date
The following events took place after the year end:
On 2 February 2024, the Company has raised £300,000 at a price of 1.2 pence
per share and has issued a total of 25,000,000 new Ordinary Shares of 0.1
pence each.
On 15 March 2024, initial results from the diamond drill program at Cottesloe
Project has confirmed overall exploration model for a major sediment hosted
metals system focused on base metals and silver.
On 30 April 2024, Wishbone announced the passing of one of its Non-Executive
director, Alan Gravett.
On 24 May 2024, the Company has received a notice to exercise warrants over a
total of 25,000,000 new ordinary shares of 0.1 pence each which was issued at
1.0 pence per share. The exercise consideration is £250,000.
22. Availability of accounts
The full report and accounts are being posted on the Company's website,
www.wishbonegold.com.
23. Contingent liability
There is some risk that native title, as established by the High Court of
Australia's decision in the Mabo case, exists over some of the land over which
Wishbone Gold Pty and Wishbone Gold WA hold tenements or over land required
for access purposes. Wishbone has historically had good relationships with
Indigenous Australians and the board will do their utmost to continue this.
Nonetheless we have to state that the Group is unable to determine the
prospects for success or otherwise of the future claims and, in any event,
whether or not and to what extent the future claims may significantly affect
Wishbone Gold or its projects.
There are no contingent liabilities outstanding at 31 December 2023 and 31
December 2022.
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