Final Results

Final Results

ECR Minerals plc

 

3 April 2023

ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)

AUDITED FINANCIAL RESULTS FOR YEAR ENDED 30 SEPTEMBER 2022

ECR Minerals plc is pleased to announce its audited financial statements for the twelve months ended 30 September 2022 (“FY 2022”). The information presented below has been extracted from the Company’s Annual Report and Accounts for FY2023.

Copies of the Annual Report and Accounts for FY2022 with the notice of annual general meeting have been posted to shareholders and are available on the Company’s website www.ecrminerals.com. The Company intends to hold its annual general meeting at 9am on 24 April 2023 at Hurlingham Studios, Ranelagh Gardens, London SW6 3PA.

Market Abuse Regulations (EU) No. 596/2014

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

FOR FURTHER INFORMATION, PLEASE CONTACT:

ECR Minerals plc

Tel: +44 (0)20 7929 1010

David Tang, Non-Executive Chairman

 

Andrew Haythorpe, Chief Executive Officer

Adam Jones, Executive Director

 

Dr Trevor Davenport, Independent Non-Executive Director

Andrew Scott, Non-Executive Director

Email: info@ecrminerals.com

 

Website: www.ecrminerals.com

 

 

 

WH Ireland Ltd

Tel: +44 (0)207 220 1666

Nominated Adviser

 

Katy Mitchell/Andrew de Andrade

 

 

 

SI Capital Ltd

Tel: +44 (0)1483 413500

Joint Broker

 

Nick Emerson

 

 

 

Novum Securities Limited

Tel: +44 (0)2073 999400

Joint Broker

 

Jon Belliss

 

Brand Communications

Tel: +44 (0)7976 431608

Public & Investor Relations

Alan Green

ABOUT ECR MINERALS PLC

ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has six licence applications outstanding which includes one licence application lodged in eastern Victoria. (Tambo gold project). MGA is currently drilling at the Bailieston Blue Moon Project (EL5433) and undertaking geochemical exploration on the Creswick (EL6148) project and has an experienced exploration team with significant local knowledge in the Victoria Goldfields and wider region.

ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three approved exploration permits covering 946 km2 over a relatively unexplored area in Queensland, Australia.

Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.

ECR holds a 90% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.

FORWARD LOOKING STATEMENTS

This announcement may include forward looking statements. Such statements may be subject to numerous known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. Any forward-looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward-looking statements because of new information, future events or for any other reason.

The Directors of ECR Minerals plc (the “Directors” or the “Board”) present their report and audited financial statements for the year ended 30 September 2022 for ECR Minerals plc (“ECR”, the “Company” or the “Parent Company”) and its subsidiaries on a consolidated basis (the “Group”)

Chairman’s Statement

Although the year to September 2022 has been a year of significant operational progress, it was overshadowed for the most part by the untimely and tragic death of long serving CEO Craig Brown. Craig was a close personal friend and confidant of mine, and his death in October 2021 was a profound shock to us all. A year on and his family are still with us as enthusiastic supporters and shareholders, keen to see his legacy fulfilled.

As a result of Craig’s death, an interim management committee was set up to oversee the continued smooth running of the Company, including the ongoing drill campaigns underway in Victoria. This was not without its challenges, but thanks to an experienced operational team on the ground in Victoria, our now Technical Director Adam Jones oversaw the continued smooth running and restart of diamond drilling activities at Bailieston.

The search for a CEO to replace Craig started at the end of 2021, and by April 2022, Andrew Haythorpe’s experience as a board member with numerous listed mining companies put him in pole position as our clear favoured candidate. Since his arrival, Andrew has adopted a structured and methodical approach in assessing our existing assets and as we have seen post year end, he is now bringing his own ideas and projects into the fold. The most significant manifestation of this was the announcement post year end that ECR had been granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Ltd, the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in NE Queensland, together known as the Hurricane Project. Following a fundraise announced post year end, the Company is now in a position to potentially complete on the option acquisition once the steps outlined in the agreement have been undertaken. Hurricane is a late-stage exploration project that offers three tenements all highly prospective for gold and antimony.

ECR’s operational hub is currently centred in the state of Victoria in Australia, and through our wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) we have continued to develop our projects at Bailieston and Creswick. Through our other wholly owned subsidiary LUX Exploration Pty Ltd (“LUX”) we are continuing to develop potential gold and battery metals assets in the Lolworth Range area in Northern Queensland and following the grant of exploration licences there in February 2022, our field team have undertaken a comprehensive stream sediment sampling campaign, with some impressive results announced post year end.

In Victoria, following the discovery of the highest-grade gold intercept yet revealed at the Historic Reserve #3 (HR3) prospect, the MGA team completed a series of intensive diamond drilling campaigns at HR3, including the prospective Byron, Dan Genders, Scoulars and Maori Reefs, plus numerous cross-structures. In August 2022, despite delays in receiving assay results from the labs, results from several holes led to the discovery of two mineralisation corridors within the Maori Anticline at Historic Reserve 3 (HR3). Post year end, we announced final gold results from the 2022 HR3 drill programme and, along with the earlier results, the full dataset is now undergoing evaluation prior to announcing our next steps for 2023. Also post year end, a further two exploration licences were granted to MGA at Bailieston, bringing our total land package there to 179 square km, including our own property at Nagambie Rushworth Road, acquired in summer 2021.

Of all the Bailieston projects, it was Blue Moon that piqued our new CEO’s interest due to its unusual geology. Blue Moon was finally drilled at the end of the year in focus, and post year end an encouraging grade from the first Blue Moon drill hole was reported.

Historically, a lot of investor interest has centred on our Creswick project, where ECR also owns a second property at Springmount. Following a visit to the Creswick tenements with Technical Director Adam Jones earlier this year, Andrew Haythorpe took the decision that the Company should re-assay the Creswick diamond drill core. This proved to be a master stroke, with high grade results revealed including 0.7m @47.75 g/t Au (see announcement dated [19 October 2022] for the full details of these results). Our key licence there was renewed during the year for a further 5 years, and along with the grant of the adjacent Ballarat East Nerrina Goldfield licence, our team are gearing up for a new focus on Creswick in 2023.

ECR (through MGA) also owns two exploration licences in eastern Victoria, known as the Tambo project. Licence EL007484 covering the Tambo River and Swifts Creek region was granted in December 2021, and this territory will also be in focus for exploration in 2023.

In December 2021, ECR formalised its 25% shareholding in Cordillera Tiger Gold Resources, owner of Exploration Licence EP-006 at the Danglay Gold Project, N Philippines. April 2022 saw ECR acquire further shares from an existing shareholder to take a majority 70% stake in the project, bringing the nascent value at Danglay back to the fore on our balance sheet. With our focus very much on Australia, several options are being explored to crystallize value here.

In maintaining intensive drilling campaigns and exploration activities, ECR’s capital position has reduced during the year, and now stands at £612,582. Following the previously mentioned post year end fundraising, and the sale of the Bendigo property announced in August 2022. With further asset disposals under consideration, the costs of our scheduled activities for the coming year are in hand.

We have significantly advanced the value of our assets across the group during the year, and now with Andrew’s leadership I believe we have never been better positioned to deliver transformative value to our shareholders.

Weili (David) Tang
Chairman
3 1 March 2023

Chief Executive Officer Report

In my first report to you as your CEO, I must first pay tribute to my predecessor Craig Brown. I am under no illusions that his are big shoes to fill, but it is my sincere hope that with his family seeking fulfilment of his legacy, I and your Board can bring some of these key assets to fruition.

I would also like to express my gratitude to the Interim Committee of Chairman David Tang, Technical Director Adam Jones, and Non-Executive Director’s Andrew Scott and Trevor Davenport for overseeing the day to day running of the business before my arrival.

The early part of the year saw the gold price continue to build, pushing back over US$2,000oz in March, nearly reaching the highs of US$2,067 oz in March 2020. That was the best performance segment of the year however, as rising interest rates and hawkish outlooks from the US Fed and the European Central Bank saw the gold price slide lower to close out the ECR financial year at US$1,618 oz. It should be remembered that although gold is considered a hedge against rising inflation, higher rates raise the opportunity cost of holding non-yielding bullion, which will invariably weigh on the gold price. Post year end we have seen a resurgence in value, which we believe is due to gold’s compelling safe-haven status set against a highly uncertain macro picture.

Since my arrival in April 2022 I have focussed on ECR’s existing drilling operations in Victoria, Australia. I took time to get to know the projects at Bailieston and Creswick so I could form a judgement on how these assets could fit into an expanding gold exploration Company. I was very impressed with what I found. I spent time exploring the locations with Adam Jones, and as a geologist I was highly impressed with both the work he’d overseen to date and also his ideas on further developing each project.

With my knowledge of Northern prior experience exploring in North Queensland, I was already aware of the history and relatively unexplored nature of Lolworth Range near to the Charters Towers region, and, along with Adam Jones, I am equally enthusiastic over the opportunity and visible gold observed in the field with assays now returning from the initial field campaign. I also look forward to exploring and possibly developing the Hurricane project, on which ECR announced a conditional option to buy 100% for cash and shares in 2023 just after the financial year end.

Victoria Work Overview:

Bailieston:

The Bailieston area is sited 47 km east of Kirkland Lake Gold’s prolific Fosterville gold mine, which produced 509,601 ounces in 2021, with head grades approaching 23.7g/t. To date, ECR has drilled 9,485m at Bailieston across several projects since Jan 2021. Following the discovery of the highest-grade gold intercept yet revealed at the Historic Reserve #3 (HR3) prospect, the team completed a series of intensive diamond drilling campaigns at HR3, and in August 2022, results from several holes led to the discovery of two mineralised corridors within the Maori Anticline at HR3. Post year end, we announced final gold results from the 2022 HR3 drill programme and, along with the earlier results, this full dataset is now being evaluated by our geology team. Also post year end, a further two exploration licenses were granted at Bailieston, bringing our total land package there to 179 square km, including our own property at Nagambie Rushworth Road, acquired in summer 2021.

Of particular interest is the Blue Moon project due to its unusual geology and mineralization style. It offers unusually broad width and consistency (true width up to 7m). RC drilling in 2019 revealed 11m @ 5.13 g/t Au and 21m @ g/t Au, with mineralisation open to the east, west and down-dip. Once all the results are received, we can then make decisions on next steps.

Creswick:

During the summer of 2022, the management team came to London where I presented our investment case at the Proactive One 2 One event. Post year end I returned to London to attend 121 Mining Investment and Mines and Money. On each visit I was struck by how much investor interest was centred around Creswick in the wake of works and drilling undertaken there since 2019. It is also here at Springmount that ECR owns a second property with some historical mine workings on the land. Following my initial visit to the Creswick tenements with Technical Director Adam Jones earlier this year, we decided re-assay the Creswick diamond drill core. This proved to be a good decision, and just after our year end, the re assay revealed high grade results including 0.7m @47.75 g/t Au. Our key license there was renewed during the year for a further 5 years, and along with the grant of the adjacent Ballarat East Nerrina Goldfield license, armed with the re assay data our team are gearing up for a new focus on Creswick in 2023.

Tambo:

There are two exploration licences one still in application and the other now granted in eastern Victoria, known as the Tambo project. Licence EL007484 covering the Tambo River and Swifts Creek region was granted in December 2021, and this territory will also be in focus for exploration in 2023. The territory covers portions of the historic Swifts Creek/Omeo and Tambo River Goldfields that have recorded historical gold production totalling 225,000 oz (Geological Survey of Victoria). Tambo is considered to be prospective for orogenic reef gold and additionally for intrusion-related gold and base metal systems.

N Queensland Work Overview:

Lolworth Range

The Lolworth Range area in North Queensland has been closely monitored by ECR’s Head Geologist Adam Jones for at least eight years and is considered prospective for gold. In February 2022, exploration licences for tenements EPM27901, EPM27902 and EPM27903 were granted (they will expire in five years on 31 January 2027). ECR has a commitment expenditure of AUD$650,000 for the first three years across the three licence areas, and our team wasted no time in getting on the ground there, undertaking a comprehensive stream sediment sampling campaign, with some impressive results announced post year end with visible gold in 14% of the first 125 stream sediment samples. This is very encouraging. Further anomalies with tin and tungsten, plus multiple pegmatites (potential lithium sources) were observed and we are now putting together a follow up plan of action.

Hurricane Project (Post Year End)

Post year end, ECR was granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Ltd, the beneficial holder of three granted mining tenements (EPM 27518, EPM 25855 and EPM 19437) located in NE Queensland, together known as the Hurricane Project. Hurricane was discovered 5 years ago by a geologist who followed the Hodgkinson River tributaries to their source and discovered numerous gold veins at surface with grades ranging from 1- 20g/t over widths of 0.5-7m. Here ECR has a conditional option to buy outright for cash and shares in 2023, and with a modest A$200,000 spend commitment, we now have a drilling campaign planned there for July 2023. The acquisition will complete subject to those results. We consider Hurricane to be a late-stage exploration project with three tenements all highly prospective for gold and antimony.

Overview of Exploration Licence Portfolio

At the end of the financial year under review, ECR held three granted mineral exploration licences in Victoria (EL005433, EL006148 and EL006907). The granting of Creswick license EL006907 to the south of EL006148 links Creswick to the Ballarat East-Nerrina Goldfield. ECR holds granted exploration licence EL5433 at Bailieston and post year end has been granted Bailieston licenses EK006911 and EL 006912. At Tambo ECR owns granted exploration licence EL007484 covering Swifts Creek and the Tambo River.

ECR holds three exploration licences (EPM27901, EPM27902 and EPM27903) in the Lolworth area, North Queensland, and subject to exercise of the option to acquire Placer Gold Ltd (Hurricane Project), will own granted exploration licenses EPM 27518, EPM 25855 and EPM 19437.

These are augmented by exploration licence application EL007296 at Bailieston, exploration licence application EL006713 at Creswick and exploration license EL007486 at Tambo.

In November 2020, ECR lodged exploration licence application EL007537 for an area which surrounds mining licences MIN5396 and MIN4847. These mining licences, which are not held by ECR, contain the operating Ballarat gold mine. The area of EL007537 includes the southern extension of the Dimocks Main Shale, which is the principal target of exploration at the Creswick gold project located a short distance to the north, the northern extension of the Ballarat East line and the depth extensions of the Ballarat West line. EL007537 is in a competitive bid with three other applicants.

Danglay Gold Project, Philippines

In December 2021, ECR formalised its 25% shareholding in Cordillera Tiger Gold Resources, owner of Exploration License EP-006 at the Danglay Gold Project, N Philippines. The project is located in a prolific gold and copper mining district in the north of the Philippines. April 2022 saw ECR acquire further shares from an existing shareholder to take a majority 70% stake in the project, bringing the nascent value at Danglay back to the fore on the ECR balance sheet. With our focus very much on Australia, several options are being explored to crystallize value here. We will report back to the markets in due course.

Avoca and Timor Exploration Licence Royalties

In April 2020 MGA entered into an agreement for the sale of Avoca and Timor exploration licences EL5387, EL006280, EL006913 and EL006278 in Victoria to Currawong Resources Pty Ltd, a wholly owned subsidiary of Fosterville South Exploration Ltd. A cash payment of US$500,000 was received, and ECR is entitled to:

1. A further payment of A$1 for every ounce of gold or gold equivalent of measured resource, indicated resource or inferred resource estimated within the area of one or more of the licences in any combination or aggregation of the foregoing, up to a maximum of A$1,000,000 in aggregate; and

2. A further payment of A$1 for every ounce of gold or gold equivalent produced from within the area of one or more of the licences, up to a maximum of A$1,000,000 in aggregate.

SLM Gold Project Royalties

In February 2020, the Company sold its wholly owned Argentine subsidiary Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. The sale allows ECR to focus on its core gold exploration activities in Australia. The purchaser, Hanaq Argentina SA (“Hanaq”), is a Chinese-owned company engaged in lithium, base and precious metals exploration in Northwest Argentina including Salta, Jujuy and La Rioja, with a highly experienced management team.

ECR retains an NSR royalty of up to 2% to a maximum of USD 2.7 million in respect of future production from the SLM gold project, owned by Hanaq Argentina SA (Hanaq). The Directors believe that Hanaq has the operational capabilities and access to Chinese investment capital necessary to put the SLM project into production, subject to the usual prerequisites such as further exploration and feasibility studies being successfully completed (if deemed necessary by Hanaq) and to the necessary permits for production being obtained.

FINANCIAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2022

As a Group which is not generating revenue from operations, means that profit and loss is a metric of less utility than in many other businesses. For the year to 30 September 2022 the Group recorded a total comprehensive loss of £2,272,658 compared with £1,113,870 for the year to 30 September 2021. This increase is reflected principally in the impairment of Danglay Gold project.

The Group’s net assets at 30 September 2022 were £5,871,625 in comparison with £7,657,684 at 30 September 2021.

We have taken measures to preserve cash going forward, including asset disposals. ECR currently owns two properties in Victoria at Nagambie-Rushworth Road, Bailieston and at Brewing Lane, Springmount in Creswick. A third property close to Bendigo was disposed of during the year in question, raising a further A$950,000 (£550,000) toward our project exploration campaigns. Further disposals are under consideration, and post year end, the Company raised a further £900,000 before expenses. The Group expect further disposal in 2023, potential fundraising and exercising of outstanding warrants can cover our scheduled exploration costs for the foreseeable future.

Finally I would like to put on record my thanks to ECR shareholders for their continued support, and secondly for the welcome I have received from so many I have met at events and shows throughout the year. I fully expect to deliver some meaningful results from our key projects in the coming year, along with some real shareholder value.

Andrew Haythorpe
CEO
31 March 2023

Independent Auditor’s Report

For the year ended 30 September 2022

Independent Auditor’s Report to the Members of ECR Minerals Plc

Opinion

We have audited the financial statements of ECR Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 September 2022 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

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 30 September 2022 and of the group’s loss for the year then ended;
  • the group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards in conformity with the requirements of the
  • Companies Act 2006;
  • the parent company financial statements have been properly prepared in accordance with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 and as applied in accordance with the provisions of the Companies Act 2006; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for 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 are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which states that the group’s and company’s ability to continue as a going concern is dependent on the ability to secure additional funding and the Directors consider they have various options to do so, including the issue of equity and asset disposals. As stated in note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included a review of budgets and cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements, including challenge of management on the basis of preparation, together with ascertaining the most recent cash position of the group and company, and identifying subsequent events impacting the going concern position.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group materiality was £100,000 (2021: £55,000) based upon approximately 1.5% of gross assets. We consider gross assets to be the main driver of the business as the group is still in the exploration stage and therefore no revenues are currently being generated, and that current and potential investors will be most interested in the recoverability of the exploration and evaluation assets. The parent company materiality was £75,000 (2021:£50,000), based upon 1.5% of gross assets and capped to be below group materiality.

Whilst materiality for the financial statements as a whole was set at £100,000, each significant component of the group was audited to an overall materiality ranging between £5,000 to £75,000 (2021: between £3,500 to £50,000) with performance materiality set at 60% for all entities.

We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of £5,000 (2021: £2,750) as well as differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of significant accounting estimates including the carrying value of intangible assets and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

An audit was performed on the financial information of the group’s operating entities which for the year ended 30 September 2022 were located in the United Kingdom, Australia and the Philippines. The audit work on each significant component was performed by us as group auditor based upon materiality or risk profile, or in response to potential risks of material misstatement to the group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our scope addressed this matter

Recoverability of intangible assets – exploration and evaluation assets (refer to note 10)

 

 

 

The group as at 30 September 2022 had ongoing early stage exploration projects in the Philippines and Australia.

 

There is a risk that the expenditure is not correctly capitalised in accordance with IFRS 6. There is also a risk that the capitalised exploration costs are not recoverable and should be impaired. The carrying value of intangible exploration and evaluation assets as at 30 September 2022, which are tested annually for impairment, is £4,957,218. Comprising early stage exploration projects, the impairment assessment requires management judgement and estimation of a range of applicable factors.


Relevant disclosures in the financial statements are made in Note 2 surrounding critical accounting judgements, and in Note 10 for Intangible assets.

 

Our work in this area included:

 

  • Sample testing of exploration and evaluation expenditure to assess their eligibility for capitalisation under IFRS 6 by corroborating to the original source documentation.
  • Inspection of the current exploration licences to verify they remained valid and that the group held good title.
  • Review of correspondence (where applicable) with licensing authorities to ensure compliance and assess the risk of non-renewal. We assessed the sampling results and progress of the projects and whether they indicate the existence of commercially viable projects.
  • Review and challenge of management’s documented consideration of impairment by individual project.
  • Establishing the intention of the Board to undertake future exploration work.
  • Review of any internal / external resource estimates produced during the year.
  • Discussion of status of all projects with management.

 

The exploration permit for the Danglay project is due to expire in July 2023. This was considered an indicator of impairment under IFRS 6. The Board have determined to impair the carrying value down to nil as they are not seeking to develop the project themselves and are, since the year end, seeking to dispose of the project. Given the lack of an identified purchaser and the timeframe to the expiry of the licence we consider this an appropriate treatment.

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
  • the parent company financial statements are not in agreement with the accounting records and returns; or
  • certain disclosures of directors’ remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group 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.

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:

  • We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, application of cumulative audit knowledge and experience of the sector.
  • We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from international accounting standards, the Companies Act 2006, tax laws and regulations, local employment law and conditions stipulated in the exploration licenses.
  • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
    • Enquiries of management
    • Review of Board minutes
    • Review of legal and regulatory correspondence
  • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the judgements and estimates made by management in their assessment of the recoverability of intangible assets represented the most significant risk of material misstatement. Refer to the key audit matter above.
  • We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Hutson (Senior Statutory Auditor)

15 Westferry Circus

For and on behalf of PKF Littlejohn LLP

Canary Wharf

Statutory Auditor

London E14 4HD

31 March 2023

Consolidated Income Statement

For the year ended 30 September 2022

 

Year ended

Year ended

30 September 2022

30 September 202120

 

Note

£

£

 

 

 

 

Continuing operations

 

 

 

Other administrative expenses

 

(1,214,398)

(1,142,338)

Impairment of available for sale assets

 

12,887

-

Impairment of intangible assets

10

(1,576,822)

 

(Gain) or loss on other current assets

 

(18,991)

-

Currency exchange differences

 

27,174

(347,315)

Total administrative expenses

 

(2,770,151)

(1,489,653)

Operating loss

3

(2,770,151)

(1,489,653)

 

 

 

 

Other financial assets – fair value movement

9

3,623

4,593

 

 

(2,766,528)

(1,485,060)

Financial income

7

651

288

Other income

 

151,004

19,021

Finance income and costs

 

151,655

19,309

Loss for the year before taxation

 

 

(2,614,873)

 

(1,465,751)

Income tax

5

-

-

Loss for the year from continuing operations

 

(2,614,873)

(1,465,751)

Loss on disposal of subsidiary

 

-

-

Loss for the year from discontinued operations

 

-

-

Loss for the year - all attributable to owners of the parent

 

(2,614,873)

(1,465,751)

 

 

 

 

Earnings per share - basic and diluted

 

 

 

On continuing operations

4

(0.25)p

(0.16)p

The notes set out below are an integral part of these financial statements.

Consolidated Statement of Comprehensive Income

For the year ended 30 September 2022

 

Year ended

Year ended

30 September 2022

30 September 2021

£

£

Loss for the year

(2,614,873)

(1,465,751)

Items that may be reclassified subsequently to profit or loss

 

 

Gain on exchange translation

342,215

52,545

Other comprehensive gain for the year

342,215

52,545

Total comprehensive loss for the year

(2,272,658)

(1,413,206)

Attributable to: -

 

 

Loss on continuing operations

(2,272,658)

(1,413,206)

The notes set out below are an integral part of these financial statements.

Consolidated & Company Statement of Financial Position

At 30 September 2022

 

 

Group

Company

 

 

30 September

30 September

30 September

30 September

Note

2022

£

2021

£

2022

£

2021

£

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property, plant and equipment

8

1,188,192

1,303,557

7,849

58,333

Investments in subsidiaries

9

-

-

22,543

-

Intangible assets

10

3,760,919

3,321,481

147,985

1,410,144

Other receivables

11

-

-

5,792,859

5,133,826

 

 

4,949,111

4,625,038

5,971,236

6,602,303

 

Current assets

 

 

 

 

 

Trade and other receivables

11

148,043

146,147

1,037,568

878,097

Inventory

 

70,641

75,722

-

-

Financial assets at fair value through profit or loss

9

45,084

31,461

45,084

31,461

Cash and cash equivalents

12

842,889

2,982,046

233,106

1,467,835

 

 

1,106,657

3,235,376

1,315,758

2,377,393

Total assets

 

6,055,768

7,860,414

7,286,944

8,979,696

 

Current liabilities

 

 

 

 

 

Trade and other payables

14

206,684

202,731

135,925

41,198

 

 

206,684

202,731

135,925

41,198

Total liabilities

 

206,684

202,731

135,954

41,198

Net assets

 

5,849,084

7,657,683

7,151,069

8,938,498

Equity attributable to owners of the parent

 

 

 

 

 

Share capital

13

11,290,980

11,290,483

11,290,980

11,290,483

Share premium

13

53,057,125

52,593,562

53,057,125

52,593,562

Exchange reserve

 

926,213

583,998

-

-

Other reserves

 

440,706

440,706

440,706

440,706

Retained losses

 

(59,865,940)

(57,251,067)

(57,637,742)

(55,386,525)

Total equity

 

5,849,084

7,657,683

7,151,069

8,938,498

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company profit and loss account. The loss for the parent company for the year was £2,263,395 (2021: £800,558 loss).

The notes on pages 27 to 44 are an integral part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 31 March 2023 and were signed on its behalf by:

Weili (David) Tang

Non–Executive Chairman

Trevor Davenport

Independent Non-Executive Director

Consolidated Statement of Changes in Equity

For the year ended 30 September 2022

 

Share
capital

Share
premium

Exchange
reserve

Other
reserves

Retained

reserves

 

(Note 13)

(Note 13)

 

 

 

Total

£

£

£

£

£

£

Balance at 30 September 2020

11,286,928

47,090,048

531,453

440,706

(55,785,316)

3,563,819

Loss for the year

(1,465,751)

(1,465,751)

Gain on exchange translation

52,545

52,545

Total comprehensive loss

52,545

(1,465,751)

(1,413,206)

Shares issued

3,556

5,631,514

5,635,070

Share issue costs

(128,000)

(128,000)

Share based payments

Total transactions with owners, recognised directly in equity

3,556

5,503,514

5,507,070

Balance at 30 September 2021

11,290,483

52,593,562

583,998

440,706

(57,251,067)

7,657,683

Loss for the year

(2,614,873)

(2,614,873)

Gain on exchange translation

342,215

342,215

Total comprehensive loss

342,215

(2,614,873)

(2,272,658)

Shares issued

497

463,563

464,060

Share issue costs

Total transactions with owners, recognised directly in equity

497

463,563

464,060

Balance at 30 September 2022

11,290,980

53,057,125

926,213

440,706

(59,866,940)

5,848,084

The notes set out below are an integral part of these financial statements.

Company Statement of Changes in Equity

For the year ended 30 September 2022

 

Share
capital

Share
premium

Other
reserves

Retained
reserves

 

(Note 13)

(Note 13)

 

 

Total

£

£

£

£

£

Balance at 30 September 2020

11,286,928

47,090,048

440,706

(54,585,695)

4,231,987

Loss for the year

(800,558)

(800,558)

Total comprehensive expense

(800,558)

(800,558)

Shares issued

3,556

5,631,514

5,635,070

Share issue costs

(128,000)

(128,000)

Total transactions with owners, recognised directly in equity

3,556

5,503,514

-

5,507,070

Balance at 30 September 2021

11,290,483

52,593,562

440,706

(55,386,253)

8,938,498

Loss for the year

(2,251,490)

(2,251,490)

Total comprehensive expense

(2,251,490)

(2,251,490)

Shares issued

497

463,563

464,060

Share issue costs

Total transactions with owners, recognised directly in equity

497

463,563

464,060

Balance at 30 September 2022

11,290,980

53,057,125

440,706

(57,637,742)

7,151,069

The notes set out below are an integral part of these financial statements.

Consolidated & Company Cash Flow Statement

For the year ended 30 September 2022

 

 

Group

Company

Year ended
30 September

Year ended
30 September

Year ended
30 September

Year ended
30 September

Note

2022

£

2021

£

2022

£

2021

£

Net cash used in operations

20

(918,135)

(1,398,242)

(733,226)

(1,006,026)

Investing activities

 

 

 

 

 

Purchase of property, plant & equipment

8

(90,321)

(1,171,840)

(2,541)

(59,038)

Increase in exploration assets

10

(1,674,046)

(1,452,297)

(314,663)

(76,862)

Investment in subsidiary

 

-

(22,543)

Investment in available for sale assets

 

(10,000)

(10,000)

Proceeds from sale of property, plant and equipment

 

88,634

42,952

Loan to subsidiary

 

(659,033)

(4,104,759)

Interest income

7

651

288

265

260

Net cash generated from / (used in) investing activities

 

(1,685,082)

(2,623,849)

(965,563)

(4,240,398)

Financing activities

 

 

 

 

 

Proceeds from issue of share capital (net of issue costs)

 

464,060

5,507,088

464,060

5,507,069

Net cash from financing activities

 

464,060

5,507,088

464,060

5,507,069

Net change in cash and cash equivalents

 

(2,139,157)

1,484,815

(1,234,729)

260,645

Cash and cash equivalents at beginning of the year

 

2,982,046

1,497,231

1,467,835

1,207,190

Effect of change in foreign exchange rates

 

-

-

-

-

Cash and cash equivalents at end of the year

12

842,889

2,982,046

233,106

1,497,835

Non-cash transactions:

 

 

 

 

 

The notes set out below are an integral part of these financial statements.

Notes to the Financial Statements

For the year ended 30 September 2022

1 General information

The Company and the Group operated mineral exploration and development projects. The Group’s principal interests are in Australia and the Philippines.

The Company is a public limited company incorporated and domiciled in England. The registered office of the Company and its principal place of business is Office T3, Hurlingham Studios, Ranelagh Gardens, London SW6 3PA. The Company is quoted on the Alternative Investment Market (AIM) of the London Stock Exchange.

2 Accounting policies

Overall considerations

The principal accounting policies that have been used in the preparation of these consolidated financial statements are set out below. The policies have been consistently applied unless otherwise stated.

Basis of preparation

a) Statement of compliance

The consolidated financial statements of the Group for the 12 months ended 30 September 2022 have been prepared in accordance with UK adopted international accounting standards in conformity with the Companies Act 2006. The financial statements are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets or liabilities has been applied.

b) (i) New and amended standards, and interpretations issued and effective for the financial year beginning 1 October 2021

There were no new standards, amendments or interpretations effective for the first time for periods beginning on or after 1 October 2021 that had a material effect on the Group or Company financial statements.

(ii) New standards, amendments and interpretations in issue but not yet effective

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not been adopted by the EU):

  • Amendments to IAS 1: Classifications of liabilities and Disclosure of Accounting Policies (effective 1 January 2023);
  • Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective 1 January 2023);
  • Amendments to IAS 12: Income Taxes – Deferred Tax arising from a Single Transaction (effective 1 January 2023);

*subject to EU endorsement

The Group and Company intend to adopt these standards when they become effective. The introduction of these new standards and amendments is not expected to have a material impact on the Group or Company.

Basis of consolidation

Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

De-facto control exists in situations where the Group has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The consolidated financial statements present the results of the Group as if they formed a single entity. Intercompany transactions and balances between group companies are eliminated in full.

The consolidated financial statements incorporate the financial statements of the Company and one of its subsidiaries made up to 30 September 2022. Subsidiary undertakings acquired during the period are recorded under the acquisition method of accounting and their results consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date such control ceases.

Going concern

It is the prime responsibility of the Board to ensure the Group and Company remains a going concern. At 17 February 2023, the Group has cash and cash equivalents of £612,582 and no borrowings.

The Group’s financial projections and cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements show that the Group anticipate having to raise additional funding over the course of the financial year to ensure sufficient available funds in order to meet its contracted and committed expenditure. Further details are included in Note 21 to the financial statements.

Having considered the prepared cashflow forecasts and the Group budgets, which includes the possibility of Directors cutting expenses in certain area of operations if required, the progress in activities post year-end, including the anticipated sale of properties held in Australia and sale of the Philippines, the Directors consider that they will have access to adequate resources in the 12 months from the date of the signing of these Financial Statements. As a result, they consider it appropriate to continue to adopt the going concern basis in the preparation of the Financial Statements.

Should the Group be unable raise additional funding in the timescales necessary to continue trading as a going concern, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities, which might arise, and to classify non-current assets as current.

The Financial Statements have been prepared on the going concern basis and do not include the adjustments that would result if the Group was unable to continue as a going concern.

Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short–term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and any provision for impairment losses.

Depreciation is charged on each part of an item of property, plant and equipment so as to write off the cost of assets less the residual value over their estimated useful lives, using the straight–line method. Depreciation is charged to the income statement. The estimated useful lives are as follows:

Office equipment

3 years

Furniture and fittings

5 years

Machinery and equipment

5 years

Motor vehicles

5 years

Land

Not depreciated

Expenses incurred in respect of the maintenance and repair of property, plant and equipment are charged against income when incurred. Refurbishments and improvements expenditure, where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.

An item of property, plant and equipment ceases to be recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on cessation of recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset ceases to be recognised.

Exploration and development costs

All costs associated with mineral exploration and investments are capitalised on a project–by–project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised.

The recoverability of all exploration and development costs is dependent upon continued good title to relevant assets being held, the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

Impairment testing

Individual assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may exceed its recoverable amount, being the higher of net realisable value and value in use. Any such excess of carrying value over recoverable amount or value in use is taken as a debit to the income statement.

Intangible exploration assets are not subject to amortisation and are tested annually for impairment.

Provisions

A provision is recognised in the Statement of Financial Position when the Group or Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre–tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Leased assets

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset. Lease payments are allocated between principal and finance cost. All other short term leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight-line basis over the lease term.

Taxation

There is no current tax payable in view of e losses to date.

Deferred income taxes are calculated using the Statement of Financial Position liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the Statement of Financial Position date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related current or deferred tax is also charged or credited directly to equity.

Investments in subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The investments in subsidiaries held by the Company are valued at cost less any provision for impairment that is considered to have occurred, the resultant loss being recognised in the income statement.

Equity

Equity comprises the following:

  • “Share capital” represents the nominal value of equity shares, both ordinary and deferred.
  • “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issues.
  • “Other reserves” represent the fair values of share options and warrants issued.
  • “Retained reserves” include all current and prior year results, including fair value adjustments on financial assets, as disclosed in the consolidated statement of comprehensive income.
  • “Exchange reserve” includes the amounts described in more detail in the following note on foreign currency below.

Foreign currency translation

The consolidated financial statements are presented in pounds sterling which is the functional and presentational currency representing the primary economic environment of the Group.

Foreign currency transactions are translated into the respective functional currencies of the Company and its subsidiaries using the exchange rates prevailing at the date of the transaction or at an average rate where it is not practicable to translate individual transactions. Foreign exchange gains and losses are recognised in the income statement.

Monetary assets and liabilities denominated in a foreign currency are translated at the rates ruling at the Statement of Financial Position date.

The assets and liabilities of the Group’s foreign operations are translated at exchange rates ruling at the Statement of Financial Position date. Income and expense items are translated at the average rates for the period. Exchange differences are classified as equity and transferred to the Group’s exchange reserve. Such differences are recognised in the income statement in the periods in which the operation is disposed of.

Share–based payments

The Company awards share options to certain Company Directors and employees to acquire shares of the Company. Additionally, the Company has in previous years issued warrants to providers of equity finance.

All goods and services received in exchange for the grant of any share–based payment are measured at their fair values. Where employees are rewarded using share–based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the instrument granted to the employee.

The fair value is appraised at the grant date and excludes the impact of non–market vesting conditions. Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non–transferability, exercise restrictions, and behavioural considerations.

All equity–settled share–based payments are ultimately recognised as an expense in the income statement with a corresponding credit to “other reserves”.

If vesting periods or other non–market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior years if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital and, where appropriate, share premium.

A gain or loss is recognised in profit or loss when a financial liability is settled through the issuance of the Company’s own equity instruments. The amount of the gain or loss is calculated as the difference between the carrying value of the financial liability extinguished and the fair value of the equity instrument issued.

Financial instruments

Financial assets

The Group’s financial assets comprise equity investments held as financial assets at fair value through profit or loss as required by IFRS 9, and financial assets at amortised cost, being cash and cash equivalents and receivables balances. Financial assets are assigned to the respective categories on initial recognition, based on the Group’s business model for managing financial assets, which determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortised cost are non–derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are initially measured at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment under the expected credit loss model.

The Group’s receivables fall into this category of financial instruments. Discounting is omitted where the effect of discounting is immaterial.

Equity investments are held as financial assets at fair value through profit or loss. These assets are initially recognised at fair value and subsequently carried in the financial statements at fair value, with net changes recognised in profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:

  • The rights to receive cash flows from the asset have expired
    Or
  • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss.

The amount of the expected credit loss is measured as the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received (i.e. all cash shortfalls), discounted at the original effective interest rate (EIR).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.

Financial liabilities

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and are held at amortised cost. After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with UK adopted international accounting standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on–going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.

The most critical accounting policies and estimates in determining the financial condition and results of the Group and Company are those requiring the greater degree of subjective or complete judgement. These relate to:

Capitalisation and recoverability of exploration costs (Note 10):

Capitalised exploration and evaluation costs consist of direct costs, licence payments and fixed salary/consultant costs, capitalised in accordance with IFRS 6 "Exploration for and Evaluation of Mineral Resources". The group and company recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral assets. Exploration and evaluation assets are initially measured at cost. Exploration and evaluation costs are assessed for indications of impairment annually. Where the carrying amount of an asset exceeds its recoverable amount an impairment is recognised. Any impairment is recognised directly in profit or loss.

Recoverability of investment in subsidiaries including intra group receivables (Note 9 and 11)

The recoverability of investments in subsidiaries, including intra group receivables, is directly linked to the recoverability of the exploration assets in those entities, which is subject to the same estimates and judgements as explained above.

3

Operating loss

 

Year ended
30 September 2022

Year ended
30 September 2021

 

The operating loss is stated after charging:

£

£

Depreciation of property, plant and equipment

104,165

51,822

Operating lease expenses

44,843

31,337

Auditors’ remuneration – fees payable to the Company’s auditor for the audit of

 

 

the parent company and consolidated financial statements

32,000

26,000

 

4

Earnings per share

 

Basic and Diluted

Year ended
30 September 2022

Year ended
30 September 2021

 

Weighted number of shares in issue during the year

1,039,370,796

892,410,767

 

 

£

£

 

Loss from continuing operations attributable to owners of the parent

(2,614,873)

(1,413,206)

Basic earnings per share has been calculated by dividing the loss attributable to equity holders of the company after taxation by the weighted average number of shares in issue during the year. There is no difference between the basic and diluted earnings per share as the effect on the exercise of options and warrants would be to decrease the earnings per share.

Details of share options and warrants that could potentially dilute earnings per share in future periods is set out in Note 13.

5 Income tax

The relationship between the expected tax expense based on the corporation tax rate of 19% for the year ended 30 September 2022 (2021: 19%) and the tax expense actually recognised in the income statement can be reconciled as follows:

 

Year ended
30 September

Year ended
30 September

2022

2021

£

£

Group loss for the year

(2,614,873)

(1,413,206)

Loss on activities at effective rate of corporation tax of 19% (2021: 19%)

(496,826)

(268,509)

Expenses not deductible for tax purposes

11,540

63,927

Loss on disposal of subsidiary not deductible for tax purposes

-

-

Income not taxable

4,363

19,309

Depreciation in excess of capital allowances

104,165

51,822

Loss carried forward on which no deferred tax asset is recognised

376,758

133,451

Current tax expense

Deferred tax (see below)

Total income tax expense

The Company has unused tax losses of approximately £8,100,000 (2020 £6,950,000) to carry forward and set against future profits; and the Company has capital losses of £197,000 to carry forward and set against future capital gains of the Company. The related deferred tax asset has not been recognised in respect of these losses as there is no certainty in regard to the level and timing of future profits.

6 Staff numbers and costs

Group and Company

Year ended

Year ended

 

30 September

2022

Number

30 September

2021

Number

Directors

4

3

Administration

3

3

Total

7

6

 

The aggregate payroll costs of these persons were as follows:

 

 

 

£

£

Staff wages and salaries

140,167

61,604

Directors’ cash based emoluments

198,739

277,353

Social security costs

24,544

22,817

Pension contributions

1,456

1,400

 

364,906

363,174

The remuneration of the directors, who are the key management personnel of the Group, in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’ was as follows:

 

£

£

Directors’ cash based emoluments

198,739

267,353

Employer’s national insurance contributions

-

22,817

Pension contributions

1,456

1,316

 

200,195

291,486

Directors’ remuneration

As required by AIM Rule 19, details of remuneration earned in respect of the financial year ended 30 September 2022 by each Director are set out below:

 

Salary

Consulting fees

Total

 

 

 

 

 

Paid

Accrued

Paid

Accrued

 

Director

£

£

£

£

£

C Brown

17,727

-

-

-

17,727

W Tang

48,000

-

28,300

400

76,700

A Jones

30,000

-

80,808

-

110,808

T Davenport

36,000

-

6,400

-

42,400

A Scott

27,000

-

7,000

-

34,000

 

158,727

-

122,508

400

281,635

6 Staff numbers and costs continued

Year ended 30 September 2021

Paid

Salary
Accrued

Consulting
fees

Pension

Total

Director

£

£

£

£

£

C Brown

165,000

1,316

166,316

W Tang

54,000

4,000

26,584

84,584

A Jones

22,500

2,500

25,000

 

241,500

6,500

26,584

1,316

275,900

The highest paid Director received remuneration of £110,808 (2021: £165,000), excluding share–based payments.

7 Finance income

Year ended

Year ended

30 September

30 September

2022

2021

Finance income

£

£

Interest on cash and cash equivalents

651

288

651

288

8 Property, plant and equipment

Group

Furniture &
fittings

Office
Equipment

Machinery &
equipment

Land and
Building

Total

Cost

£

£

£

£

£

At 1 October 2021

2,982

37,240

513,136

822,705

1,376,063

Additions

699

3,999

85,623

 

90,321

Disposal

-

-

(37,427)

(56,485)

(93,912)

At 30 September 2022

3,681

41,239

561,332

766,220

1,372,472

Depreciation

 

 

 

-

 

At 1 October 2021

2,982

17,415

52,110

 

72,507

Depreciation for the year

176

7,656

103,941

-

111,773

At 30 September 2022

3,158

25,071

156,051

-

184,280

Net book value

 

 

 

 

 

At 1 October 2021

-

19,825

461,027

822,705

1,303,557

At 30 September 2022

523

16,168

405,281

766,220

1,188,192

Company

 

Furniture &
fittings

Office
Equipment

Machinery &

equipment

Land and
Building

Total

Cost

£

£

£

£

£

At 1 October 2021

890

27,936

51,860

-

80,686

Additions

699

1,842

-

-

2,541

Disposal

-

-

(45,036)

-

(45,036)

At 30 September 2022

1,589

29,778

6,824

-

38,191

Depreciation

 

 

 

 

 

At 1 October 2021

890

17,040

4,424

-

22,354

Depreciation for the year

176

5,413

2,400

-

7,989

At 30 September 2022

1,066

22,453

6,824

-

7,848

Net book value

 

 

 

 

 

At 1 October 2021

-

20,200

47,436

-

67,636

At 30 September 2022

523

7,325

-

-

17,512

The Group and the Company’s property, plant and equipment are free from any mortgage or charge. The comparable table for 2021 is detailed below.

Group

Furniture &
fittings

Office
Equipment

Machinery &
equipment

Land and
Building

Total

Cost

£

£

£

£

£

At 1 October 2020

2,982

18,880

184,209

-

206,071

Additions

-

18,360

328,927

822,705

1,169,992

At 30 September 2021

2,982

37,240

513,136

822,705

1,376,063

Depreciation

 

 

 

-

 

At 1 October 2020

2,880

14,157

5,495

 

22,532

Depreciation for the year

102

3,258

46,615

-

51,822

At 30 September 2021

2,982

17,415

52,110

-

74,354

Net book value

 

 

 

 

 

At 1 October 2020

102

4,723

180,517

-

185,341

At 30 September 2021

-

19,825

461,027

822,705

1,303,557

Company

 

Furniture &
fittings

Office
Equipment

Machinery &

equipment

Land and
Building

Total

Cost

£

£

£

£

£

At 1 October 2020

890

18,880

3,865

-

23,635

Additions

-

18,360

47,995

-

66,355

At 30 September 2021

890

37,240

51,860

-

89,990

Depreciation

 

 

 

 

 

At 1 October 2020

890

14,157

3,865

-

18,912

Depreciation for the year

-

2,883

559

-

3,442

At 30 September 2021

890

17,040

4,424

-

22,354

Net book value

 

 

 

 

 

At 1 October 2020

161

-

387

-

548

At 30 September 2021

-

20,200

47,436

-

67,636

8 Investments

 

Investment in subsidiaries

 

£

Cost as at 1 October 2021

272

Disposal

(272)

Balance at 30 September 2022

-

The comparable table for 2021 is detailed below:

 

Investment in subsidiaries

 

£

Cost as at 1 October 2020

-

Addition

272

Balance at 30 September 2021

272

Investment in subsidiaries

At 30 September 2022, the Company had interests in the following subsidiary undertakings:

Subsidiaries:

Principal
country of
incorporation

Principal
activity

Description
and effective
country of
operation

Proportion of
shares held

Mercator Gold Australia Pty Ltd

Australia

Mineral Exploration

Australia

100%

Warm Springs Renewable Energy Corporation

USA

Dormant

USA

90%

Copper Flat Corporation

USA

Dormant

USA

100%

Lux Exploration Pty Ltd

Australia

Mineral Exploration

Australia

100%

Corderilla Tiger International Resources Inc.

Philippines

Mineral Exploration

Philippines

70%

 

Registered office address of the subsidiaries:

 

 

 

 

 

Mercator Gold Australia Pty Ltd

58 Gipps Street, Collingwood Victoria, 3066, Australia

Warm Springs Renewable Energy Corporation

315 Paseo de Peralta, Santa Fe, NM 87501, USA

Copper Flat Corporation (formerly New Mexico Copper Corporation)

315 Paseo de Peralta, Santa Fe, NM 87501, USA

Lux Exploration Pty Ltd

58 Gipps Street, Collingwood Victoria, 3066, Australia

Cordillera Tiger International Resources Inc.

RM 2 4/F D Restaurant Bldg. Dangwa Terminal Baguio

Financial assets at fair value through profit or loss

 

2022

£

2021

£

Quoted investments

 

 

At 1 October

31,461

26,870

Additions

10,000

-

Fair value movements

3,623

4,591

At 30 September

45,084

31,461

10 Intangible assets – exploration and development costs

Group

Company

 

2022

2021

2022

2021

 

£

£

£

£

At 1 October

3,321,481

1,869,184

1,410,144

1,333,282

Additions

1,993,719

1,452,297

292,123

76,862

Impairment

(1,554,281)

-

(1,554,281)

-

At 30 September

3,760,919

3,321,481

147,985

1,410,144

The financial asset at 30 September 2022 and 2021 comprises shares in Tiger International Resources, Inc., and is held at fair value through profit or loss in accordance with IFRS 9 Financial Instruments

An operating segment level summary of exploration and development costs of the Group is presented below:

 

2022

£

2021

£

Danglay Gold Project, Philippines

-

1,261,158

Central Victorian Gold Projects, Australia

3,760,919

2,060,323

At 30 September

3,760,919

3,321,481

Danglay Gold Project, Philippines

In April 2013 ECR entered into an earn-in and joint venture agreement (the “Agreement”) in relation to the Danglay gold project in the Philippines. Cordillera Tiger Gold Resources, Inc. (“Cordillera Tiger”) is a Philippine corporation and the holder of the exploration permit (the “EP”) which represents the Danglay project.

Activities under the Agreement commenced in December 2013 and ceased when the Earn-In Option (as that term is defined in the Agreement) was terminated in August 2016. The Philippine mining industry is enduring a period of significant political and regulatory upheaval, which has been particularly intense and unpredictable since June 2016. In light of this, termination of the Earn-In Option was considered a prudent step for the Company to take.

The Agreement gave ECR the exclusive right and option to earn a 25% or 50% interest in Cordillera Tiger and thereby in the Danglay project. Under the terms of the Agreement, ECR was the operator of the Danglay project, through Cordillera Tiger. The completion of various exploration programmes generated valuable data which is relevant to the assessment of the project’s economic potential.

In December 2015, the Company published an NI43-101 technical report (the “Report”) in relation to the Danglay project. The Report also disclosed a target for further exploration, as permitted by NI43-101. The Report supports the disclosure on 5 November 2015 of an inferred mineral resource estimate for oxide gold mineralisation at Danglay.

Under the Agreement, the estimation of this mineral resource and the making of expenditures exceeding US$500,000 in connection with the Danglay project, entitled ECR to a 25% interest in Cordillera Tiger.

In July 2021, Cordillera Tiger successfully renewed Exploration License EP-006 at the Danglay gold project, which is located in a prolific gold and copper mining district in the north of the Philippines for a further two years. In October 2021, ECR Minerals received formal recognition for its 25% shareholding in Philippines based company Cordillera Tiger Gold Resources, Inc. (“Cordillera Tiger”), having invested some £1.2 million in the Danglay gold.

In April 2022, the Cordillera Chairman and Vice President agreed to sell to ECR Minerals his shareholding of 1,499,996. The consideration for the additional 1,499,996 shares in Cordillera was 1,499,996 Philippine pesos (approx. £22,000), which has been paid for in cash. Following this acquisition, ECR holds 2,333,329 Ordinary Shares in Cordillera representing 70% of its issued share capital. At that stage the current management of Cordillera was kept in place.

The carrying value of Danglay as at 30 September 2022 was £1,554,281 which is based on historical spend by ECR Minerals plc. As the Group’s focus is on gold and battery metals exploration in Australia and as such, upon the conclusion of a review of operations post period, the Board decided to explore several options in relation to the Danglay project, including potential sale of the asset. Despite numerous interests, ECR is yet to receive a material offer that would bring value to shareholders. Post period, the Group has significantly reduced spending on the asset and subsequently produced a sales presentation to distribute to potential buyers. The Board acknowledge the several challenges in valuing the potential of the Danglay asset such as quantifying the value of Exploration License EP-006, Cordillera holds no value and the net assets are nil, and Cordillera Tiger Gold Resources Inc recorded no revenues or profits. Under advisement and discussions, the Board believes it would not be prudent to carry the book value of the asset forward based on the expenditure to date and current market conditions and has therefore impaired the project in full. Nevertheless, ECR continues to explore other potential sales opportunities for the Danglay Gold project.

11 Trade and other receivables

Group

Company

 

2022
£

2021
£

2022
£

2021
£

Non-current assets

 

 

 

 

Amount owed by a subsidiary

-

-

5,792,859

5,133,826

Current assets

 

 

 

 

Amount owed by a subsidiary

-

-

938,073

818,566

Other receivables

99,365

100,406

50,933

33,919

Prepayments and accrued income

48,678

45,741

48,563

25,612

 

148,043

146,147

1,037,568

878,097

The short–term carrying values are considered to be a reasonable approximation of the fair value.

12 Cash and cash equivalents

Group

Company

 

2022
£

2021

£

2022
£

2021

£

Cash and cash equivalents consisted of the following:

 

 

 

 

Deposits at banks

842,889

2,982,046

233,106

1,467,835

Cash on hand

 

 

 

 

 

842,889

2,982,046

233,106

1,467,835

13 Share capital and share premium accounts

The share capital of the Company consists of three classes of shares: ordinary shares of 0.001p each which have equal rights to receive dividends or capital repayments and each of which represents one vote at shareholder meetings; and two classes of deferred shares, one of 9.9p each and the other of 0.099p each, which have limited rights as laid out in the Company’s articles.

In particular deferred shares carry no right to dividends or to attend or vote at shareholder meetings and deferred share capital is only repayable after the nominal value of the ordinary share capital has been repaid.

a) Changes in issued share capital and share premium

 

 

 

Deferred

Deferred ‘B’

Deferred

 

 

 

 

Number of
shares

Ordinary
shares

9.9p
shares

0.099p

shares

0.199p
shares

Total

shares

Share
premium

 

Total

 

 

£

£

£

£

£

£

£

At 1 October 2021

1,016,558,551

10,165

7,194,816

3,828,359

257,161

11,290,453

52,593,562

58,376,975

Issue of shares

 

 

 

 

 

 

 

 

less costs

47,906,000

497

-

-

-

497

463,563

464,042

Balance at 30 September 2022

1,064,464,551

10,644

7,194,816

3,828,359

257,161

11,290,980

53,057,125

63,884,063

All the shares issued are fully paid up and none of the Company’s shares are held by any of its subsidiaries.

b) Potential issue of ordinary shares

Share options

The number and weighted average exercise prices of share options valid at the year–end are as follows:

 

Weighted
average
exercise price

Number of

options

Weighted
average
exercise price

Number of

options

2022

2022

2021

2021

£

 

£

 

Exercisable at the beginning of the year

0.0113

17,035,127

0.051

8,209,968

Granted during the year

0.027

45,000,000

0.0113

25,000,000

Exercised during the year

-

-

0.0117

(16,118,841)

Expired during the year

0.0175

(1,758,143)

5

(56,000)

Exercisable at the end of the year

0.023

60,276,984

0.0113

17,035,127

The options outstanding at 30 September 2022 have a weighted average remaining contractual life of four year and three months (2021: two year and seven months).

The options outstanding at the end of the year have the following expiry date and exercise prices:

Date granted

Expiry Date

 

Exercise Price in

No. of Options

27 February 2017

28 October 2024

 

£0.01725

4,076,984

30 July 2018

29 July 2023

 

£0.01125

1,200,000

30 July 2018

28 October 2024

 

£0.01125

10,000,000

23 January 2022

22 January 2027

 

£0.022

35,000.000

23 January 2022

22 January 2027

 

£0.044

10,000,000

 

Share-based payments

 

 

 

There were no options issued during the year.

 

 

 

 

 

 

Share warrants

Weighted
average
2022

Number of
warrants
exercise price
2022

Weighted
average
exercise price
2021

Number of
warrants
2021

 

 

£

£

 

Exercisable at the beginning of the year

0.02878

159,940,371

0.01625

425,384,824

Exercised during the year

0.01

(47,906,000)

0.0138

(310,603,127)

Expired during the year

0.0205

(62,034,372)

0.0125

(4,841,325)

Granted during the year

-

-

0.0375

49,999,999

Exercisable at the end of the year

0.0375

49,999,999

0.02878

159,940,371

The warrants outstanding at the end of the year have the following expiry date and exercise prices:

Date granted

Expiry Date

Exercise Price

£

No. of Warrants

30 April 2021

29 April 2023

0.0375

49,999,999

14 Trade and other payables

Group

Company

 

2022

£

2021

£

2022

£

2021

£

Trade payables

149,938

156,301

109,098

9,605

Social security and employee taxes

16,489

34,034

2,226

19,197

Other creditors and accruals

40,257

12,397

24,601

12,397

 

206,684

202,731

135,924

41,198

15 Capital management

The Group’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern and develop its mineral exploration and development and other activities to provide returns for shareholders and benefits for other stakeholders.

The Group’s capital structure comprises all the components of equity (all share capital, share premium, retained earnings when earned and other reserves). When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of the underlying assets in assessing the optimal capital structure.

16 Related party transactions

 

Group

Company

 

2022

2021

2022

2021

 

£

£

£

£

Amounts owed to Directors

400

10,606

479

10,606

Details of Directors’ emoluments are disclosed in Note 6. The amounts owed to Directors relate to accrued emoluments, consulting fees and expenses due.

During the year the Company provided additional advances of £659,033 under a loan to Mercator Gold Australia Pty Ltd and charged expenses and management fees of £139,507. The balance owed to the Company is shown in Note 11.

During the year the Company provided additional advance of £314,664 through project cost to Cordillera Tiger International Resources Inc. The balance owed to the Company is shown in Note 10.

The Company and the Group have no ultimate controlling party.

17 Commitments and contingencies

Capital expenditure commitment

As at 30 September 2022, the Group has a commitment expenditure of AUD$650,000 for the first three years across the three licence areas in Lolworth Range.

The Group is committed to issuing a further AUD 150,000 worth of Ordinary Shares in ECR contingent on commercial production being established from the Bailieston projects.

Contingencies

The Group entered into no agreements during the year ended 30 September 2022 which would result in disclosure of contingent assets or liabilities.

18 Financial instruments

Categories of financial instrument

Group

2022

£

2021

£

Financial assets (amortised cost)

 

 

Trade and other receivables (excluding prepayments)

99,072

100,406

Cash and cash equivalents

842,889

2,982,046

 

941,961

3,082,452

Financial assets (fair value through profit or loss)

 

 

Equity investments

45,084

31,463

 

45,084

31,463

Financial liabilities (amortised cost)

 

 

Trade and other payables

206,684

232,185

 

206,684

232,185

 

 

2022

2021

Company

£

£

Financial assets (amortised cost)

 

 

Trade and other receivables (excluding prepayments)

989,006

852,485

Cash and cash equivalents

233,106

1,467,835

Long-term borrowings, intra-group

5,792,859

5,133,826

 

7,014,971

7,454,146

Financial assets (fair value through profit or loss)

 

 

Equity investments

45,084

31,463

 

45,084

31,463

Financial liabilities (amortised cost)

 

 

Trade and other payables

135,925

41,198

 

135,925

41,198

Risk management objectives and policies

The Group’s principal financial assets comprise cash and cash equivalents, trade and other receivables, investments and prepayments. The Group’s liabilities comprise trade payables, other payables including taxes and social security, and accrued expenses.

The Board determines as required the degree to which it is appropriate to use financial instruments, commodity contracts or other hedging contracts to mitigate financial risks.

Credit risk

The Group’s cash and cash equivalents are held with major financial institutions. The Group monitors credit risk by reviewing the credit quality of the financial institutions that hold the cash and cash equivalents and restricted cash. The fair value of cash and cash equivalents at 30 September 2022 and 30 September 2021 did not differ materially from their carrying value.

Management believes that the Group’s exposure to credit risk is manageable.

The Company manages its current VAT receivables by submitting VAT returns on a quarterly basis. This allows the Company to receive the VAT in a timely matter while any amounts that may come under scrutiny. Management has no formal credit policy in place for customers and the exposure to credit risk is approved and monitored on an ongoing basis individually for all significant customers. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Group does not require collateral in respect of financial assets.

Market risk

The Group’s financial instruments potentially affected by market risk include bank deposits, and trade payables. An analysis is required by IFRS 7, intended to illustrate the sensitivity of the Group’s financial instruments (as at period end) to changes in market variables, being exchange rates and interest rates. The Group’s exposure to market risk is not considered to be material.

Interest rate risk

The Group has no material exposure to interest rate risk. Since the interest accruing on bank deposits was relatively immaterial there is no material sensitivity to changes in interest rates.

Foreign currency risk

The Group is exposed to foreign currency risk in so far as some dealings with overseas subsidiary undertakings are in foreign currencies. Bank accounts are held in Great British Pounds (“GBP), Australian Dollars (“AUD”) and United States of American Dollars (“USD”). The Company has payables that originate in GBP, AUD, USD and Philippines Peso (“PHP”). As such the Company is affected by changes in the GBP exchange rate compared to the following currencies; AUD, USD, and PHP.

As at 30 September 2022

GBP

AUD

PHP

Cash and cash equivalents

233,106

1,033,117

44,789

Accounts receivable

1,037,568

77,251

-

Accounts payable

(135,923)

(114,461)

(220,200)

Net foreign exchange exposure

1,134,751

995,907

175,411

Translation to GBP

-

0.5783

0.0153

GBP equivalent

1,134,751

1,722,150

2,684

As at 31 December 2021

GBP

AUD

PHP

Cash and cash equivalents

1,467,835

2,126,534

-

Accounts receivable

878,097

102,765

-

Accounts payable

(41,198)

(161,533)

-

Net foreign exchange exposure

2,304,734

2,067,767

-

Translation to GBP

-

0.5367

-

GBP equivalent

2,304,734

1,109,818

-

Fair value of financial instruments

The fair values of the Company’s financial instruments at 30 September 2022 and 30 September 2021 did not differ materially from their carrying values.

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: valuation techniques based on observable inputs either directly (i.e. as prices) or indirectly (i.e. derived from prices);
  • Level 3: valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, by the level in the fair value hierarchy into which the measurement is categorised.

Group and Company

30 September 2022

Level 1

£

Level 2

£

Level 3

£

Total

£

Financial assets at fair value through profit or loss

45,084

45,084

 

45,084

45,084

 

Group and Company

 

 

 

 

 

30 September 2021

Level 1

£

Level 2

£

Level 3

£

Total

£

Financial assets at fair value through profit or loss

31,463

31,463

 

31,463

31,463

Liquidity risk

The Group finances its operations primarily through the issue of equity share capital and debt in order to ensure sufficient cash resources are maintained to meet short–term liabilities and future project development requirements. Management monitors availability of funds in relation to forecast expenditures in order to ensure timely fundraising. Funds are raised in discrete tranches to finance activities for limited periods.

Funds surplus to immediate requirements may be placed in liquid, low risk investments.

The Group’s ability to raise finance is subject to market perceptions of the success of its projects undertaken during the year and subsequently. Due to the uncertain state of financial markets there can be no certainty that future funding will continue to be available.

The table below sets out the maturity profile of financial liabilities as at 30 September 2022.

 

2022
£

2021
£

Due in less than 1 month

206,684

232,185

Due between 1 and 3 months

Due between 3 months and 1 year

Due after 1 year

 

206,684

232,185

19 Segmental report

The Group is engaged in mineral exploration and development and is considered to have one business segment. The Chief Operating Decision Maker is considered to be the Board of Directors, who segment exploration activities by geographical region in order to evaluate performance individually. The segmental breakdown of exploration assets is shown in Note 10. As disclosed in the Note 10, the exploration activities in the Philippines have been impaired in full and all remaining mineral exploration assets are in Australia.

Management information in respect of profit or loss expenditures is not segmented but is considered at Group level.

20 Cash used in operations

 

 

 

 

 

 

Group

Company

 

Year ended
30 September

Year ended

30 September

Year ended

30 September

Year ended
30 September

 

Note

2022

£

2021

£

2022

£

2021

£

Operating activities

 

 

 

 

Loss for the year before tax

(2,614,873)

(1,413,206)

(2,251,490)

(800,558)

Adjustments:

 

 

 

 

Loss on disposal of subsidiary

 

-

 

-

Depreciation expense property, plant and equipment 8

104,165

51,822

7,989

3,442

(Gain)/Loss on financial assets at fair value

(3,623)

(4,593)

(3,623)

(4,593)

Impairment of intangible assets

1,576,822

-

1,576,822

-

Interest income

(651)

(288)

(265)

(260)

Profit and loss on disposal

12,887

 

2,086

 

Decrease/(Increase) in accounts receivable

(1,896)

(37,531)

(159,471)

(151,408)

Decrease/(Increase) in inventory

5,081

(75,722)

 

 

Foreign exchange on operating activities

-

(15)

-

-

Increase/(Decrease) in accounts payable

3,954

81,109

94,726

(52,650)

Net cash used in operations

(918,135)

(1,398,424)

(733,226)

(1,006,026)

21 Events after the reporting date

  • On 4 October 2022, the Company announced an update on the stream sediment sampling campaign currently in progress on its tenements at Lolworth Range, North Queensland, Australia. ECR Minerals announced that the project is close to 75% complete, that more than 91 samples have been despatched and awaiting results from the laboratory whilst follow-up sampling work will continue.
  • On 11 October 2022 the Company provided an update on the second drilling rig stating the rig purchase has now been completed, following the agreement of a meaningful discount, on what the board consider to be competitive and attractive terms. Arrangements are currently being made for the rig to be loaded onto a ship for delivery to Melbourne Port.
  • On 14 October 2022 the Company announced the final gold results from the 2022 drill program at the HR3 prospect at Bailieston. ECR Minerals plc has 100% ownership of the Bailieston Project (EL5433), which contains the gold prospects known as HR3, Cherry Tree, Blue Moon and Black Cat. The projects are operated by ECR’s Australian wholly owned subsidiary Mercator Gold Australia Pty Ltd (“MGA”). The Company announced the best results in BH3DD043 with a composited grade of 9.01 g/t Au over a drilled width of 4 metres. Along with further results from the Maori Anticline include 1m @ 4.96 g/t Au (BH3DD042) at a depth of 273m. With multiple intersections along strike of the Scoulers Reef including 0.2m @ 9.22 g/t Au (BH3DD042), 0.5m @ 4.55 g/t Au (BH3DD037) and 1m @ 3.34 g/t Au (BH3DD038).
  • On 19 October 2022 the Company announced results from a re-assay of selected diamond drill core from the Creswick diamond drilling program completed in 2021. The Company stated that Duplicate sampling of selected quartz-mineralised intercepts from the diamond drilling campaign of 2021 shows significant increase in reportable gold grades including of 0.7m @ 47.75 g/t Au from 147m in hole CSD001, 1.1m @ 6.13 g/t Au from 98m in hole CJD002 and 1m @ 3.9 g/t Au from 86.5m, also in hole CJD002. Ongoing surface exploration in the immediate area is testing for follow-up drill targets.
  • On 27 October 2022 the Company was pleased to announce entering into a Binding Term Sheet pursuant to which it has been granted a conditional option to acquire the entire issued share capital of Placer Gold Pty Limited (“Placer Gold”) (the “Option”). To secure the option ECR has to pay a A$200,000 (approximately £144k) option fee (“Option Fee”), which is to be satisfied by a contribution to costs, the implementation of a work programme over the assets (details below) and a balancing cash payment to the shareholders of Placer Gold ("Vendors”). Once the Option Fee has been fully satisfied ECR can then exercise the Option at any time prior to 30 September 2023, at its absolute discretion. If the Option Fee is fully satisfied and the Option is exercised, the total consideration for the acquisition of Placer Gold is A$6.9m (approximately £3.8m, including the Option Fee, a further cash payment of A$200,000 payable in the event of certain milestones being reached, and a 2% net smelter royalty payable in the event the Hurricane Project is taken into production in the future, capped at £3m).
  • On 17 November 2022 the Company pleased announce gold results from the first drillhole for 2022 (BBMDD004) completed at Blue Moon with results from the first diamond drillhole for 2022 are encouraging with 0.5m @ 7.29 g/t Au from 96.9m. Drilling continues with three out of a planned four-hole program completed to date with samples awaiting results pending.
  • On 23 November 2022 the Company announced it will issue A$120,000 to GoldOz PL in satisfaction of all fees owing to them as adviser in connection with the recent option agreement and potential acquisition of Placer Gold Pty Limited as announced on 27 October 2022. This fee is to be satisfied by a payment of A$60,000 in cash and A$60,000 in shares through the issue of 3,272,608 shares at a price of 1.03p calculated by reference to the 30 day VWAP.
  • On 12 December 2022 the Company announced a raise of £900,000 by way of a placing and direct subscription at a price of 0.9p per share. Both the Placing Shares and the Subscription Shares were also accompanied by the issue of one warrant to subscribe for one ordinary share in the Company for each new share issued (the “New Warrants”). When issued, the New Warrants will be exercisable at any time, for a period of 2 years from the date of admission of the Placing Shares and the Subscription Shares (as applicable) at an exercise price of 1.5p each.
  • On 12 December 2022 the Company announced the first round of results from the recent stream sediment sampling campaign undertaken at the Lolworth Range project, North Queensland, Australia. The results are as followed 21 out of 125 stream sediment samples to date are anomalous with gold, with results up to 152.5 ppm Au. 18 of the 125 samples show visible gold and further samples are awaiting results including 212 stream sediment samples and 33 rock chips and Multiple pegmatites observed throughout the tenements.
  • On 13 December 2022 the Company are pleased to announce two new exploration tenements have been granted to ECR’s wholly owned subsidiary Mercator Gold Australia Pty Ltd (“MGA”) at Bailieston, Victoria, Australia. The two new exploration tenements (EK006911 and EL 006912) adjacent to EL5433 have been formally granted to ECR’s wholly owned subsidiary MGA. Total exploration land package at Bailieston (EL5433, EL006911, EL006912) now totals 179 square kilometres.
  • On 22 December 2022 the Company plc announced updated soil sampling results from the on-going geochemistry exploration on EL006184 at Creswick, Victoria, Australia. These results highlight a potential new parallel gold system within the Dimocks Main Shale (DMS).
  • On 23 December 2022 the Company announced encouraging Lithium, Tantalum and Niobium anomalies identified within the first round of results from the recent stream sediment sampling campaign undertaken at the Lolworth Range project, North Queensland, Australia.
  • On 3 January 2023 the Company announce it has received approval for two new exploration tenements in Victoria, Australia. The New tenement EL007296 now completes the total exploration package at Bailieston, Victoria. New Creswick tenement EL006713 effectively connects EL006184 and EL006907, creating a continuous land package from ECR’s Springmount property south through to the outskirts of Ballarat.
  • On 23 January 2023 the Company announce updated results from soil sampling and other on-going exploration activities within licence EL006184 at Creswick, Victoria, Australia.
  • On 1 February 2023 the Company announced high gold grades from recent in-situ rock chips sited within license EL006184 and newly acquired license EL006713 at the Creswick Project, Victoria, Australia. With results of 0.7m @ 189.42 g/t Au and 0.4m @ 86.51 g/t Au from (EL006184); 0.25m @ 441.23 g/t Au, 0.15m @ 140.83 g/t Au and 0.25m @ 24.92 g/t Au from (EL006713).
  • On 15 February 2023 the Company is pleased to announce that it has executed a sale and purchase agreement for the sale of the Company’s ‘Bailieston’ property located at 127 Nagambie-Rushworth Road within the Company’s 100% owned Bailieston license area. For a cash sale price of A$670,000 has been agreed for the Nagambie-Rushworth Road property, with a deposit of A$67,000 already received.
  • On 22 February the Company announced that it has executed a sale and purchase agreement for the sale of the Company’s ‘Bailieston’ property located at 127 Nagambie-Rushworth Road within the Company’s 100% owned Bailieston license area for a cash sale price of A$670,000 has been agreed for the Nagambie-Rushworth Road property, with a 10% deposit already received.
  • On 24 February the Company was pleased to announce an increase from 70% to 90% with its ownership stake Cordillera Tiger Gold Resources, Inc (“Cordillera”), owner of Exploration License EP-006 at the Danglay gold project in the north of the Philippines.
  • On 1 March the Company provided an update on results from three more drill holes from the Blue Moon Prospect, Bailieston, Victoria, including our best gold intercept for this 2022 drilling campaign in hole BBMDD010. With an impressive composite grade of 6.35m @4.56 g/t from 84.9m down.
  • On 3 March the Company is pleased to provide an update on the second drilling rig. the rig has arrived 1 March 2023 at Melbourne Port and the team immediately collected and fitted out the rig with support equipment for deployment.

Companies

ECR Minerals (ECR)
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