Annual Report & Financial Statements

Alkemy Capital Investments PLC

31 May 2023

 

31 May 2023

Alkemy Capital Investments Plc

Annual Report & Financial Statements

Alkemy Capital Investments plc ("Alkemy") (ALK:LSE) (JV2:FRA) is pleased to announce the publication of its audited Annual Report and Accounts for the year ended 31 January 2023 (the "Annual Report"). The Annual Report is available on the Company's website, www.alkemycapital.co.uk and is set out in full below.

KEY OPERATIONAL HIGHLIGHTS:  

·    secured a site at the Wilton International Chemicals Park in the Teesside Freeport, UK.

·    completed a Class 4 Feasibility Study for TVL's Wilton LHM refinery, demonstrating exceptional project economics, including a pre-tax NPV of £2.8 (US$3.9) billion and gross revenues of £49.2 (US$68.4) billion.

·     completed metallurgical testwork yielding ultra-pure lithium hydroxide exceeding industry standards and validated by third party cathode active material manufacturers.

·    signed partnership agreements with global metals trader Traxys, local lithium supplier Weardale Lithium and one of the world's largest energy multinationals bp.

·    launched an Australia strategy that will involve the construction of a LSM refinery in Port Hedland to serve as a refining hub for Australia spodumene miners and which will supply TVL's Wilton LHM refinery.

·     ppointed Wave International as lead engineering and technology partner, an industry-leading firm with a specialist skillset in lithium refining.

·    received full planning permission from Redcar and Cleveland Borough Council to build our Wilton LHM refinery following extensive work from the TVL team, which included the completion of a detailed Environmental Impact Assessment and planning application.

·    agreed the terms of a 30 year lease at the Wilton International Chemicals Park for TVL's Wilton LHM refinery.

·    secured a site for our LSM refinery at Boodarie in Port Hedland, alongside bp, Posco, Fortescue Metals and Alinta Energy.

·    received approval of our expression of interest from the UK Automotive Transport Fund.

·    signed an MOU with Recharge industries, the new owner of Britishvolt, to supply lithium hydroxide.

·   been identified by the Critical Minerals Association (UK) as a case study project that will form a key strategic component of the UK's critical minerals midstream processing and refining sector.

·    signed an MOU with battery recycling group Altilium Metals for lithium sulphate feedstock and lithium hydroxide offtake.

·    signed an MOU with lithium technology company Lithium Services Pty Ltd to investigate the processing of lithium from fines materials in tailings deposits in Western Australia.

Further information

For further information, please visit Alkemy's website: www.alkemycapital.co.uk or TVL's website www.teesvalleylithium.co.uk.

-Ends-

Alkemy Capital Investments Plc Sam Quinn	Tel: [phone] [e-mail]
VSA Capital Limited Andrew Monk (Corporate Broking) Andrew Raca (Corporate Finance)	Tel: [phone]
Shard Capital Partners LLP Damon Heath Isabella Pierre	Tel: [phone] [e-mail] Tel: [phone] [e-mail]

NOTES TO EDITORS

Alkemy is seeking to establish the world's leading independent and sustainable lithium hydroxide production by developing state-of-the-art lithium sulphate and lithium hydroxide facilities in Australia and the UK.

Alkemy, through its wholly-owned subsidiary Tees Valley Lithium, has secured a 9.6 ha brownfields site with full planning permission at the Wilton International Chemicals Park in Teesside, a major UK Freeport, to build the UK's first and Europe's largest lithium hydroxide processing facility.

Tees Valley Lithium has completed a Class 4 Feasibility Study for its proposed lithium hydroxide refinery which will process feedstock imported from various sources to produce 96,000 tonnes of premium, low-carbon lithium hydroxide annually, representing around 15% of Europe's projected demand.

Alkemy has also secured a site near Port Hedland, Western Australia to build a world-class sustainable lithium sulphate refinery that will provide reliable feedstock for Tees Valley Lithium.

Forward Looking Statements

This news release contains forward‐looking information. The statements are based on reasonable assumptions and expectations of management and Alkemy provides no assurance that actual events will meet management's expectations. In certain cases, forward‐looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although Alkemy believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments.

may differ materially from those projected. Mining exploration and development is an inherently risky business. In addition, factors that could cause actual events to differ materially from the forward-looking information stated herein include any factors which affect decisions to pursue mineral exploration on the relevant property and the ultimate exercise of option rights, which may include changes in market conditions, changes in metal prices, general economic and political conditions, environmental risks, and community and non-governmental actions. Such factors will also affect whether Alkemy will ultimately receive the benefits anticipated pursuant to relevant agreements. This list is not exhaustive of the factors that may affect any of the forward‐looking statements. These and other factors should be considered carefully and readers should not place undue reliance on forward-looking information.

Chairman's Statement

I have great pleasure in presenting our 2023 Annual Report.

In February 2022, Alkemy Capital Investments plc ("Alkemy" or the "Company") announced the formation of a subsidiary called Tees Valley Lithium Limited ("TVL") that would seek to develop the UK's first Lithium Hydroxide processing facility.

This transaction constituted a reverse takeover transaction under the listing rules of the London Stock Exchange and resulted in Alkemy becoming an operating company.

Business Overview

The Company is developing two key facilities: a lithium hydroxide ("LHM") refinery at the Wilton International Chemicals Park in Teesside, UK and a lithium sulphate ("LSM") refinery in Port Hedland, Australia.

Our aim is to build the most sustainable and significant producer of lithium hydroxide globally, utilising the advantages of the UK's chemical processing skills, infrastructure, green energy and legislation. 

China currently dominates lithium conversion capacity (currently processing 90% of the world's Lithium Hydroxide) and increasingly is moving upstream to secure feedstock. The market for lithium hydroxide has been well articulated by many analysts with a consensus forecasting that it will go into deficit causing prices to rise significantly over the medium term.

Building a European lithium processing facility will reduce the regional dependence on China, which currently controls 90% of the world's lithium refining capacity, however, is expected to require all of this production domestically in order to deliver its US$11 trillion Carbon Neutral 2060 plan.

It is also expected that Europe and the US will continue to use the higher performance NMC batteries which require a lithium hydroxide feedstock.

A key driver for TVL's site selection at Wilton is the 'plug & play' advantages of the site, which boasts a plethora of existing infrastructure and readily accessible utilities including water, gas, steam and electricity.

To meet the demand for the switch to electric vehicles within Europe, over 700GW of gigafactory capacity has been announced with an annual projected demand of 650,000 tonnes for locally refined lithium chemicals.

The Wilton LHM refinery is expected to produce enough lithium hydroxide to supply 100% of the forecasted automotive demand in the UK by 2030, with a further 35% of its total production available for export to other countries in Europe and elsewhere.

TVL is currently in advanced discussions with a number of offtake customers, including European gigafactories and electric vehicle OEMs. These customers are increasingly focussed on price, transparency and low embedded carbon, when sourcing high grade lithium products.

To address this challenge, the Company plans to import high-grade lithium feedstock in the form of technical grade lithium carbonate from South America and lithium sulphate from our Port Hedland LSM refinery in Australia. This will avoid loading up the world's shipping fleets with low grade spodumene concentrates and will reduce waste.

By sourcing low carbon feedstock and powering an electrochemical refining process with offshore wind and green hydrogen supplied by energy multinational bp's HyGreen Teesside project, TVL aims to supply its UK and European customers with the world's lowest-carbon lithium hydroxide.

2022-23 Highlights

Since TVL's launch in February 2022, we have been extremely busy and have completed a number of significant milestones as set out below. We have:

·      secured a site at the Wilton International Chemicals Park in the Teesside Freeport, UK.

·      completed a Class 4 Feasibility Study for TVL's Wilton LHM refinery, demonstrating exceptional project economics, including a pre-tax NPV of £2.8 (US$3.9) billion and gross revenues of £49.2 (US$68.4) billion.

·      completed metallurgical testwork yielding ultra-pure lithium hydroxide exceeding industry standards and validated by third party cathode active material manufacturers.

·      signed partnership agreements with global metals trader Traxys, local lithium supplier Weardale Lithium and one of the world's largest energy multinationals bp.

·      launched an Australia strategy that will involve the construction of a LSM refinery in Port Hedland to serve as a refining hub for Australia spodumene miners and which will supply TVL's Wilton LHM refinery.

·      appointed Wave International as lead engineering and technology partner, an industry-leading firm with a specialist skillset in lithium refining.

·      received full planning permission from Redcar and Cleveland Borough Council to build our Wilton LHM refinery following extensive work from the TVL team, which included the completion of a detailed Environmental Impact Assessment and planning application.

·      agreed the terms of a 30 year lease at the Wilton International Chemicals Park for TVL's Wilton LHM refinery.

·     secured a site for our LSM refinery at Boodarie in Port Hedland, alongside bp, Posco, Fortescue Metals and Alinta Energy.

·      received approval of our expression of interest from the UK Automotive Transport Fund.

·      signed an MOU with Recharge industries, the new owner of Britishvolt, to supply lithium hydroxide.

·     been identified by the Critical Minerals Association (UK) as a case study project that will form a key strategic component of the UK's critical minerals midstream processing and refining sector.

·      signed an MOU with battery recycling group Altilium Metals for lithium sulphate feedstock and lithium hydroxide offtake.

·     signed an MOU with lithium technology company Lithium Services Pty Ltd to investigate the processing of lithium from fines materials in tailings deposits in Western Australia.

Lithium Sulphate Refinery - Port Hedland

In July 2022, the Company announced the launch of its strategy to build a lithium sulphate plant in Port Hedland, Australia, to serve as a refining hub for Australian spodumene producers.

The Company has now secured an allocation of land at the new Boodarie Strategic Industrial Area, alongside other global leaders in the green industrial sector, to facilitate the development of the Port Hedland LSM refinery

Building the Port Hedland LSM refinery will provide Australian spodumene producers with a complete mid-stream lithium refining solution with direct access to the European market through TVL's Wilton LHM refinery in Teesside, UK.

This new Pilbara to Teesside supply chain will embody the new critical minerals supply chains possible under the recently signed free trade agreement between Australia and the UK and leverage the competitive strengths of Australia in mining and critical minerals processing and the UK in chemical refining.

Importantly, the Port Hedland LSM refinery will bring major value-adding to the Pilbara region, with significant multiplier benefits for the local community and the State of Western Australia, whilst reducing the carbon footprint of the end-to-end lithium battery cell supply chain to meet new European emissions standards.

The Port Hedland LSM plant, together with the Wilton LHM refinery, will deliver a low carbon, de-risked lithium supply chain between Australian spodumene producers and the burgeoning European lithium battery cell market.

Funding

Alkemy continues to consider various funding options for the project including strategic partnerships, private equity, a structured bond and an institutional equity component and will update the market on progress in due course. As it is intended to finance and operate the facility via its operating subsidiary TVL, if this is achieved it is anticipated that there will be no significant dilution to Alkemy's shareholders as part of the proposed financing process. 

We would like to take this opportunity to thank our shareholders for their continued support and look forward to reporting on our progress during the course of 2023.

Paul Atherley                                                                                      

Non-Executive Chairman                                                                     

30 May 2023                                                                                        

Strategic Report

The Directors present the Strategic Report of the Company for the year ended 31 January 2023.

Review of business and future developments

The Company was incorporated and registered in England and Wales on 21 January 2021 and on 27 September 2021 was admitted to the Standard Listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange, having raised £1.5 million (before expenses) from the issue of 2,999,999 million ordinary shares at a placing price of 50p.

The Company was formed to undertake an Acquisition of a controlling interest in a company or business. Given their experience, the Board focused on the mining and technology metals sectors.

On 25 February 2022, the Company announced that it had entered into an exclusivity agreement (the "Exclusivity Agreement") with Sembcorp Utilities (UK) Limited and a heads of terms in respect of a proposed option to enter into a lease over a brownfields site (the "Site") at Wilton International (the "Agreement to Lease") and a long lease over the Site. Wilton International is a well-established chemical engineering park located in Teesside, a major Freeport in the UK. The entering into the Exclusivity Agreement and incorporation of TVL constituted an Acquisition and reverse takeover transaction under the rules of the London Stock Exchange.

On 19 December 2022 the Company announced that it had entered into the Agreement to Lease pursuant to which an agreed form lease may be entered into by TVL, a subsidiary of the Company, following exercise of the one year option granted under the Agreement to Lease (the "Lease"). It is intended that TVL will be the operating company that develops the Project.

If, during the one year option period the Board determines that the opportunities presented by the development of the Site would be in the best interests of shareholders, the Company, via TVL, intends to enter into the Lease and to commence the design, finance and construct of a plant that will produce Lithium Hydroxide Monohydrate from Lithium Sulphate Monohydrate feedstock with a view to becoming a key supplier to the UK and European battery cell manufacturers (the "Project").

The principal activity of the Company is to act as the holding company to TVL, an operating subsidiary, which will enter into the Lease. The Company will provide a parent company guarantee to Sembcorp in order to guarantee the operating subsidiary's obligations under the Lease. The Company aims to implement an operating strategy with a view to generating value for its shareholders through the creation of a Lithium Hydroxide Monohydrate facility.

Key performance indicators

During the reporting year, the Company was focused on the evaluation of various opportunities in the mining sector.  When the Company enters into the Lease, then financial, operational, health, safety, and environmental KPIs will become more relevant and reported upon as appropriate. As a result, the Directors are of the opinion that analysis using KPI's is not appropriate for an understanding of the business at this time.

Principal risks and uncertainties

The principal risks and uncertainties currently faced by the Company are set out further in the Risk Management Report on page 18.

Gender analysis

A split of our Directors, senior managers and employees by gender at the end of the financial year is as follows:

Male - 2 (directors)

Female - 2 (1 director, 1 senior manager)

The Company recognises the need to operate a gender diverse business. The Board will also ensure any future employment takes into account the necessary diversity requirements and compliance with all employment law. The Board has experience and sufficient training and qualifications in dealing with such issues to ensure they would meet all requirements. More detail will be disclosed in the future annual reports once the Company enters into the Lease and has completed its transition to an operating company.

Corporate social responsibility

The Company aims to conduct its business with honesty, integrity and openness, respecting human rights and the interests of shareholders and employees. The Company aims to provide timely, regular and reliable information on the business to all its shareholders and conduct its operations to the highest standards.

The Company strives to create a safe and healthy working environment for the wellbeing of its staff and to create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.

The Company aims to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Company and their own potential.

Corporate environmental responsibility

This will become more relevant once the Company enters into the Lease and completes its transition to an operating company. The Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environment matters.

The Company's policy is to minimize the risk of any adverse effect on the environment associated with its activities with a thoughtful consideration of key areas such as energy use, pollution, transport, renewable resources, health and wellbeing. The Company also aims to ensure that its suppliers and advisers meet with their legislative and regulatory requirements and that codes of best practice are met and exceeded.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

1.         Consider the likely consequences of any decision in the long term,

2.         Act fairly between the members of the Company,

3.         Maintain a reputation for high standards of business conduct,

4.         Consider the interests of the Company's employees,

5.         Foster the Company's relationships with suppliers, customers and others, and

6.         Consider the impact of the Company's operations on the community and the environment.

The pre-revenue nature of the business is important to the understanding of the Company by its members, employees and suppliers, and the Directors are as transparent about the cash position and funding requirements as is allowed under LSE regulations.

The application of the s172 requirements can be demonstrated in relation to the some of the key decisions made during 2022 and after the year end:

·      The launch of TVL and the execution of the Exclusivity Agreement;

·      Completion of the Class 4 Feasibility Study;

·      The launch of an Australia strategy that will involve the construction of a LSM refinery in Port Hedland;

·      The appointment of Wave International as lead engineering and technology partner;

·      The successful lodgement of an application for full planning permission from Redcar and Cleveland Borough Council to build TVL's Wilton LHM refinery;

·      The execution of the Agreement to Lease.

The Board takes seriously its corporate social responsibilities to the environment in which it works which will become more relevant once the Company enters into the Lease and completes its transition to an operating company.

Paul Atherley

Non-Executive Chairman

30 May 2023    

Board of Directors 

Paul Atherley - Non-Executive Chairman

Mr Atherley is a highly experienced senior resources executive with wide ranging international and capital markets experience. He graduated as mining engineer from Imperial College London and has held a number of senior executive and board positions. He is currently Chairman of LSE listed Pensana Plc which is establishing the world's first independent and sustainable rare earth processing facility in the UK.

He is based in London and has broad experience in raising debt and equity finance for resource companies. He served as Executive Director of the investment banking arm of HSBC Australia where he undertook a range of advisory roles in the resources sector.  He has completed a number of acquisitions and financings of resources projects in Europe, China, Australia and Asia.

Mr Atherley is a strong supporter of Women in STEM and has established a scholarship which provides funding for young women to further their education in science and engineering.

Sam Quinn - Non-Executive Director

Sam Quinn is a corporate lawyer with over fifteen years' worth of experience in the natural resources sector, in both legal counsel and management positions. Mr Quinn is a principal of Silvertree Partners, a London-based specialist corporate services provider for the natural resources industry. In addition Mr Quinn holds various other Non-Executive Directorships and company secretarial roles for listed and unlisted natural resources companies. During time spent in these roles, Mr Quinn has gained significant experience in the administration, operation, financing and promotion of natural resource companies.

Previously, Mr Quinn worked as the Director of Corporate Finance and Legal Counsel for the Dragon Group, a London based natural resources venture capital firm and as a corporate lawyer for Jackson McDonald Barristers & Solicitors in Perth, Western Australia and for Nabarro LLP in London.

Helen Pein - Non-Executive Director

Helen has over 30 years' experience in natural resources sector and currently serves as a Director of Pan Iberia Ltd, Trident Royalties Plc and Panex Resources Pty Ltd.

Helen was formerly a Director of Pangea Exploration Pty Ltd, a company affiliated with Denham Capital where she was part of the team directly responsible for the discovery of a number of world-class gold and mineral sands deposit across Africa.   Helen is a recipient of the Gencor Geology Award.

Directors' Report

The Directors present their annual report together with the financial statements and Auditor's Report for the year ended 31 January 2023.  The following information is not presented in the Directors' report as it is presented in the Strategic Report in accordance with s414C(11); Review of business, Key Performance Indicators, Principal risks and uncertainties, Gender analysis, Corporate social responsibility, Corporate environmental responsibility, Section 172(1) statement.

Results and dividends

The results of the Company for the year ended 31 January 2023 are set out in the Statement of Comprehensive Income on page 29. The Directors do not recommend the payment of a dividend for the year.

Directors and Directors' interests

The Directors who served during the year to date are as follows:

Paul Atherley

Sam Quinn                   

Helen Pein

The beneficial shareholdings of the Board in the Company as at 31 January 2023 were as follows:

	Number of ordinary shares	% of issued share capital	Share options
P Atherley	3,078,000	42.75%	175,000
S Quinn	325,000	4.51%	140,000
H Pein	25,000	0.35%	75,000

Director incentives

In the year ended 31 January 2023, 390,000 options were granted to Directors (2022: nil). As at 31 January 2023, 390,000 (2022: nil) options issued to Directors were outstanding.

Further details on Directors remuneration can be found in the Directors Remuneration report on page 14 of this annual report.

Substantial shareholders

As at the date of this Report, the total number of issued Ordinary Shares with voting rights in the Company was 7,199,998. The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of this report.

Shareholder	Number of ordinary shares	% of issued share capital
Paul Atherley	3,078,000	42.75%
Sam Quinn	325,000	4.51%

Corporate governance

The Company has set out its full Corporate Governance Statement on page 20. The Corporate Governance Statement forms part of this Directors' report and is incorporated into it by cross reference.

Greenhouse gas disclosures

As the Group remains in the early stages of development without any current physical operations across its portfolio of projects, it is not practical to obtain and analyse emissions data for the Company operations.  However, given the minor level of physical operations in the year, and the lack of any plant or office space, the carbon footprint and climate change impact of the Group's operations are considered to be negligible, and in any event below the 40 MWh threshold prescribed for detailed emissions disclosures. 

As such, the Group does not consider it relevant to provide climate related disclosures under the recently enacted TCFD guidelines, nor would determination of the relevant emissions data be practical.  Once the Group has commenced the construction of physical premises across any of its projects, and hence transitioned into an operating company, it will revisit its position on climate disclosures accordingly.

Supplier payment policy

The Company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The Company's current policy concerning the payment of trade creditors is to:

·      settle the terms of payment with suppliers when agreeing the terms of each transaction;

·      ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

·      pay in accordance with the Company's contractual and other legal obligations.

Financial instruments and risk management

The Company is exposed to a variety of financial risks and the impact on the Company's financial instruments are summarised in the Risk Management Report. Details of the Company's financial instruments are disclosed in note 14 to the financial statements.

Directors' insurance

The Company has implemented Directors and Officers Liability Indemnity Insurance.

Events after the reporting year

On 7 February 2023 the Company announced that it had entered into an MOU with Recharge Industries Pty Ltd, an Australian lithium-ion battery company who had successfully bid to purchase Britishvolt, a planned £3.8 billion lithium-ion gigafactory in northern England. Under the MOU TVL and Recharge agreed to negotiate toward executing a definitive offtake agreement to supply low-carbon lithium hydroxide.

On 1 March 2023 the Company announced that Recharge Industries had completed the acquisition of Britishvolt and that it was advancing discussions with Recharge.

On 26 April 2023 the Company signed an MOU with battery recycling group Altilium Metals for lithium sulphate feedstock and lithium hydroxide offtake.

On 11 May 2023 the Company signed an MOU with lithium technology company Lithium Services Pty Ltd to investigate the processing of lithium from fines materials in tailings deposits in Western Australia.

Going concern

As part of their assessment of going concern, the Directors have prepared cash forecasts to determine the funding requirements of the business over the 18 months from the reporting date, as the Group continues to develop its LHM refinery at Wilton and LSM refinery in Port Hedland. Cash requirements over this period have been projected in the range of a £2m minimum (decelerated project development case) to £12m maximum (accelerated project development case) depending on the level of technical project development work being undertaken, as determined by funding availability.

As at the date of this report, the Directors are considering a variety of funding options from numerous parties to consider the option best suited to balancing the immediate cash flow needs of the business and desire to accelerate the project development timeframe against the need to avoid unnecessary dilution of the shareholders during a period of depressed equity market prices.  Options ranging from project lending facilities, convertible lending facilities and equity fundraising are under consideration, and the Board anticipates concluding this process in the near term.

The Directors are reasonably confident that the necessary funding will be secured, as and when required, by executing on one of the options under consideration, such that the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future.  However as successful execution of one of the above fundraising options cannot be assured, a material uncertainty exists in this regard.

Accordingly, the Directors believe that as at the date of this report it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Disclosure of information to Auditors

The Directors confirm that:

·      So far as each Director is aware, there is no relevant audit information of which the company's auditor is unaware; and

·      The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

Auditor

A resolution proposing the re-appointment of Crowe U.K. LLP as auditor will be put to shareholders at the Annual General Meeting.

This Directors' Report has been approved by the Board and signed on its behalf by:

Paul Atherley

Non-Executive Chairman

30 May 2023    

Directors' Remuneration Report

Until the Lease is entered into and the Company completes its transition to an operating company, the Company will not have a separate remuneration committee. The Board will instead periodically review the quantum of Directors' fees, taking into account the interests of shareholders and the performance of the Company and the Directors.

The items included in this report are unaudited unless otherwise stated.

The Directors who held office at 31 January 2023 are summarised as follows:

Name of Director	Position
P Atherley	Non-Executive Chairman
S Quinn	Non-Executive Director
H Pein	Non-Executive Director

Directors' Letters of appointment

Letter of Appointment - Paul Atherley

Pursuant to a letter of appointment dated 21 September 2021 between the Company and Mr Atherley, Mr Atherley is engaged as Chairman with fees of £24,000 per annum. The appointment can be terminated by either party on three months written notice.

Letter of Appointment - Sam Quinn

Pursuant to a letter of appointment dated 21 September 2021 between the Company and Sam Quinn, Mr Quinn is engaged as a Non-Executive Director with fees of £18,000 per annum.  The appointment can be terminated by either party on three months written notice.

Letter of Appointment - Helen Pein

Pursuant to a letter of appointment dated 21 September 2021 between the Company and Helen Pein, Helen is engaged as a Non-Executive Director with fees of £18,000 per annum. The appointment can be terminated by either party on three months written notice.

In addition to the salaries received under the service agreements referenced above, Sam Quinn and Helen Pein will be remunerated for additional work performed for the Company which is outside the scope of their service agreements, including project due diligence, consultancy and management services. Sam Quinn and Helen Pein's contractual daily rate for these additional services is £1,000 per day and both Sam Quinn and Helen Pein shall be subject to a maximum of 3 days per calendar month.

Pursuant to a consultancy agreement dated 21 September 2021 between the Company and Selection Capital Investments Limited the ("Consultancy Agreement"), Paul Atherley is engaged as Key Personnel (as defined under the Consultancy Agreement) contracted to provide services to the Company in consideration of payment of £1,500 per day with a maximum amount of days contracted to be 3 days per calendar month.

Terms of appointment

The services of the Directors are provided under the terms of letters of appointments, as follows:

Director		Year of appointment	Number of periods completed	Date of current engagement letter
P Atherley		2021	2	21 September 2021
S Quinn		2021	2	21 September 2021
H Pein		2021	2	21 September 2021

Consideration of shareholder views

The Board considers shareholder feedback received. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

Policy for salary reviews

The Company may from time to time seek to review salary levels of Directors, taking into account performance, time spent in the role and market data for the relevant role. It is intended that there will be a salary review during the next year as the Company transitions to an operating company.

Policy for new appointments

It is not intended that there will be any new appointments to the Board in the near term. It is intended that a full review of the Board will take place on an annual basis following the Company's full transition to an operating Company following the entering into of the Lease.

Directors' emoluments and compensation (audited)

Remuneration paid to the Directors' during the year ended 31 January 2023 was as follows (all figures are stated in GBP):

Year Ended 31 January 2023:

Director		Directors fees	Salary/Consulting fees	Total remuneration
P Atherley	31 Jan 2023	24,000	69,000	93,000
S Quinn	31 Jan 2023	18,000	48,600	66,600
H Pein	31 Jan 2023	18,000	-	18,000
Total	31 Jan 2023	60,000	117,600	177,600

Period Ended 31 January 2022:

Director		Directors fees	Salary/Consulting fees	Total remuneration
P Atherley	31 Jan 2022	8,267	-	8,267
S Quinn	31 Jan 2022	6,200	14,400	20,600
H Pein	31 Jan 2022	6,000	-	6,000
Total	31 Jan 2022	20,467	14,400	34,867

Director incentives

In the year ended 31 January 2023, 390,000 options were granted to Directors (2022: nil). As at 31 January 2023, 390,000 (2022:nil) options issued to Directors were outstanding.

Directors' Remuneration Policy

Pursuant to the Directors' letters of appointment, as described above, the Directors receive fees, all payable monthly in arrears. There is currently a long-term incentive plan in operation for the Directors by way of share incentive options.

Based on the foregoing, the remuneration policy of the Company can be summarised as follows:

How the element supports our strategic objectives	Operation of the element	Maximum potential payout and payment at threshold	Performance measures used, weighting and time period applicable
Base Pay
Recognises the role and the responsibility for the delivery of strategy and results	Paid in 12 monthly instalments	Contractual sum	None
Pensions
None	n/a	n/a	n/a
Short term incentives
None	n/a	n/a	n/a
Long term incentives
Aligns directors and shareholders in share price and project development	Share options issued	TBC	1/3 of the option vest immediately; 1/3 of the options vest following the completion of the fund raising to fund construction of the first 24,000 tpa capacity at TVL's Lithium Hydroxide project at Wilton International; and 1/3 of the options vest following commissioning of the first 24,000 tpa capacity at the project.

A remuneration committee is expected to be appointed once the Lease is entered into, to consider an appropriate level of Directors' remuneration.

Although there is no formal Director shareholding policy in place, the Board believe that share ownership by Directors strengthens the link between their personal interests and those of shareholders.

No views were expressed by shareholders during the year on the remuneration policy of the Company.

Other matters

The Company does not currently have any short-term incentive schemes in place for any of the Directors.

The Company does not have any pension plans for any of the Directors and does not pay pension amounts in relation to their remuneration.

This Directors' Remuneration Report has been approved by the Board and signed on its behalf by:

Paul Atherley

Non-Executive Chairman

30 May 2023    

Risk Management Report

The Company has undertaken an evaluation of the risks it is exposed to which are summarised as follows:

There is no assurance that the Company will determine that the Project is economically viable and the Company may elect not to execute the option granted under the Agreement to Lease

The success of the Company's business strategy is dependent on its ability to identify sufficient suitable acquisition opportunities. Whist the Company believes that the Project presents a good opportunity, it is still in the process of evaluating such opportunity. If the Company fails to complete the development of the Project it may be left with substantial unrecovered transaction costs, potentially including fees, legal costs, accounting costs, due diligence or other expenses. Furthermore, even if an agreement is reached relating to the Project, the Company may fail to complete the Project for reasons beyond its control. Any such event will result in a loss to the Company of the related costs incurred, which could materially adversely affect subsequent attempts to identify and acquire another target business. 

Development and production activities are capital intensive and inherently uncertain in their outcome and the Company may not make a return on its investments, recover its costs or generate cash flows.

The construction of industrial facilities are capital intensive. In addition, environmental damage could greatly increase the cost of operations, and various operating conditions may adversely and materially affect the levels of production. These conditions include delays in obtaining governmental approvals or consents, insufficient storage or transportation capacity or a change in demand for the product. While diligent supervision and effective maintenance operations can contribute to maximising production rates over time, production delays and declines from normal operations cannot be eliminated and may adversely and materially affect the revenues, cash flow, business, results of operations and financial resources and condition of the Company and its subsidiary undertakings from time to time (the "Group").

Currently the Group has insufficient capital to meet the funding requirements for the development of the Project

As the Company is still evaluating the Project, it is still considering the associated costs with the development of the Project and the amount of additional capital that may be required.

The Company will need to raise additional funding in the near term to meet its working capital requirements for the next twelve months.  In addition to working capital needs, the Company is of the opinion that if it decides to proceed with the Project, the Group does not have sufficient capital in order to complete the construction of the Project and hence will be required to raise additional funds in support of project development expenditure requirements.

Based on a high-level preliminary review of expected costs the Directors anticipate that a total of approximately £250 - 300 million (excluding financing costs) of additional equity and / or debt financing will be required and subject to the outcome of the feasibility and engineering studies the Company's confirmation to proceed with the Project to fund the evaluation, development and construction of the Project. The Company intends to raise the development costs of the Project by:

(a)  Debt finance - Any debt finance in respect of the Company for the purposes of developing and completing the Project, is likely to be subject to customary conditions precedent. As of the date of this document, the Company has not yet begun the formal process of seeking third party debt financing in respect of the Project, however the Company expects to carry out this process immediately following completion of the feasibility studies and the Company's confirmation to proceed with the Project. 

(b)  Equity finance - In relation to any equity financing, the Company expects to engage advisers to assist the Company with its equity funding requirements. The Company has not yet begun the formal process of seeking formal engagement with advisers for equity financing in respect of the Project, however the Company expects to carry out this process in due course following completion of the feasibility and engineering studies.

Based on the Company's informal discussions with potential debt and equity providers to date, the Directors are confident that within the period of twelve months following the date of this document the Group will be able to secure all the necessary finance required to develop and complete the Project.

The failure to secure additional financing or to secure such additional financing on terms acceptable to the Company could have a material adverse effect on the continued development or growth of the acquired business, prospects, and the financial condition and results and operations of the Group and could, ultimately lead to the insolvency of the Company.

The price of lithium hydroxide is affected by factors beyond the Group's control

If the Group proceeds with the Project, and the market price of lithium hydroxide decreases significantly for an extended period of time, the ability for the Group to attract finance and ultimately generate profits could be adversely affected. Numerous external factors and industry factors that are beyond the control of the Group that affect the price of lithium hydroxide include:

·      industrial demand;

·      levels of production;

·      rapid short term changes in supply and demand because of speculative or hedging activities; and

·      global or regional political or economic events.

The price at which the Group can sell any lithium hydroxide it may produce in the future will therefore be relevant to the future revenues that can be generated by the Group and its ability to finance the Company going forward and any adverse effects on such price could have a material adverse effect on the Group's business, financial performance, results of operations and prospects.

The Company may be unable to hire or retain personnel required to support the Company going forward

The Group's ability to compete depends upon its ability to retain and attract highly qualified management and technical personnel. Following completion of the Project, the Company will evaluate the personnel of the acquired business and may determine that it requires increased support to operate and manage the acquired business in accordance with the Company's overall business strategy. There can be no assurance that existing personnel of the acquired business will be adequate or qualified to carry out the Company's strategy, or that the Company will be able to hire or retain experienced, qualified employees to carry out the Company's strategy

During the development of the Project, the Company may be unable to acquire or renew necessary concessions, licenses, permits and other authorisations

The Project will require certain concessions, licences, permits and other authorisations to carry out its operations. Any delay in obtaining or renewing a license, permit or other authorisation may result in a delay in investment or development of a resource and may have a materially adverse effect on the acquired business' results of operations, cash flows and financial condition. In addition, any concessions, licences, permits and other authorisations of the Project may be suspended, terminated or revoked if it fails to comply with the relevant requirements.

Failure to obtain (and shortages and disruptions in lead times to deliver) certain key inputs may adversely affect the Company's operations during the development of the Project

During the development of the Project, the Company's inability to timely acquire feedstock, strategic consumables, raw materials, and processing equipment could have an adverse impact on any results of operations and financial condition. Periods of high demand for supplies can arise when availability of supplies is limited. This can cause costs to increase above normal inflation rates. Interruption to supplies or increase in costs could adversely affect the operating results and cash flows of the Company during the development of the Project.

This Risk Management Report has been approved by the Board and signed on its behalf by:

Paul Atherley

Non-Executive Chairman

30 May 2023    

Corporate Governance Statement 

The Company observes the requirements of the Quoted Company Alliance corporate governance code (the "QCA Code") and is in compliance with the QCA Code, save as set out below:

1.  Given the composition of the Board, certain provisions of the QCA Code are considered by the Board to be inapplicable to the Company. Specifically, the Company does not consider it necessary to have a senior independent Director and the Board will, at the outset, consist of only non-executive Directors.

2.  The QCA Code also recommends the submission of Directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the Acquisition.

In the future, the Directors may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate stock market (although there can be no guarantee that the Company will fulfil the relevant eligibility criteria at the time and that a transfer to a Premium Listing or other appropriate stock market will be achieved). However, in addition to or in lieu of a Premium Listing, the Company may determine to seek a listing on another stock exchange. Following such a Premium Listing, the Company would comply with the continuing obligations contained within the Listing Rules and the Disclosure and Transparency Rules in the same manner as any other company with a Premium Listing.

The Company does not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance. Following entry into the Lease, the Board intends to put in place nomination, remuneration, audit and risk committees.

The Board has a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors) comply with the share dealing code.

Carbon emissions

The Company currently has no trade, and one employee other than the Directors and has no office. Therefore, the Company has minimal carbon emissions and it is not practical to obtain emissions data at this stage.

Board of Directors

The Company has a Board it believes is well suited for the purposes of implementing its business strategy, combining skill sets for the assessment of investment and acquisition of royalties and streams in the mining sector.

The Directors are responsible for carrying out the Company's objectives, implementing its business strategy and conducting its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance values of the Company and will have overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

The Board aims to hold meetings on a quarterly basis and is regularly in contact to discuss prospective acquisition opportunities.

The Articles of the Company contain express provisions relating to conflicts of interest in line with the Companies Act 2006.

Shareholder communications

The Company uses its corporate website (www.alkemycapital.co.uk) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties.

The AGM is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual Report and Accounts. Notice of the AGM is sent to shareholders at least 21 days before the meeting and the results are announced to the London Stock Exchange and are published on the Company's website.

Paul Atherley

Non-Executive Chairman

30 May 2023    

Directors' Responsibility Statement 

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Adopted International Accounting Standards ("IAS"). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.

In preparing these financial statements, the Directors are required to:

1.         select suitable accounting policies and then apply them consistently;

2.         make judgements and accounting estimates that are reasonable and prudent;

3.        state whether applicable IASs as adopted by the United Kingdom have been followed, subject to any material departures disclosed and explained in the financial statements; and

4.         prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Directors Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are also responsible to make a statement that they consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company's position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom. governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.

Directors' responsibility statement pursuant to disclosure and Transparency Rule

Each of the Directors, whose names and functions are listed within the Board of Directors confirm that, to the best of their knowledge:

1.         the financial statements are prepared in accordance with IFRS as adopted by the United Kingdom, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

2.         the Annual Report and financial statements, including the Strategic Report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

Approved by the Board on 30 May 2023

Paul Atherley

Non-Executive Chairman

Independent auditor's report to the members of Alkemy Capital Investments Plc

Opinion

We have audited the financial statements of Alkemy Capital Investments Plc (the "company") and its subsidiaries (the 'group') for the year ended 31 January 2023 which comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, company statement of financial position, company statement of changes in equity, company statement 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 our opinion the financial statements:

·      give a true and fair view of the state of the group's and of the company's affairs as at 31 January 2023 and of the group's loss for the year then ended;

·      have been properly prepared in accordance with UK-adopted international accounting standards;

·      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 the 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 public interest 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 relating to going concern

We draw attention to the section headed Going Concern on page 12 of the financial statements, which details the factors the Company has considered when assessing the going concern position. As detailed in the relevant note on page 12, the uncertainty surrounding the availability of funds to finance the commercial development of the Company's projects indicates the existence of a material uncertainty that may cast significant doubt on the 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 company's ability to continue to adopt the going concern basis of accounting included:

·      Discussions with management in relation to the future plans of the Company and Group.

·      Reviewing activity after the year end to the date of singing the financial statements.

·      Reviewing the directors' going concern assessment including the worst-case scenario cash flow forecast that covers at least 12 months from the date we expect to sign the audit report.

·      Assessing the cash flow requirements of the Company and Group based on forecast capital and administrative expenditure for 12 months after the date of signing. 

·      Understanding what forecast expenditure is committed and what could be considered discretionary. 

·      Considering the liquidity of existing assets of the statement of financial position.

·      Considering the options available to management for further fundraising, or additional sources of finance.

·      Considering potential downside scenarios and the resultant impact on funding requirements and the Company and Groups ability to raise such funds.

·      Making enquiries of management as to its knowledge of events or conditions beyond the period of their assessment that may cast significant doubt on the Company's ability to continue as a going concern, and evaluating the reliability of the data underpinning the forecast cash flows.

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

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £125,000 (2022 £39,500), based on approximately 5% of loss before taxation. Materiality for the parent company financial statements as a whole was set at £28,000 (2022: £39,500) based on approximately 5% of loss before taxation. We consider this basis of determining materiality to be appropriate for a holding entity.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements.  Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.  Performance materiality was set at 70% of materiality for the financial statements as a whole, which equates to £87,500 (2022: £27,650) for the group and £35,000 (2022: £24,500) for the parent.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of £6,250 (2022: £1,975). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the group and its environment, including the group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.

We identified two significant components, being the parent company and its principal operating subsidiary, Tees Valley Lithium Limited. The base of operations is in the United Kingdom, which is where the head office is. Our group audit strategy focused on the significant components which were subject to a full scope audit.

The group is accounted for from one central location, it's registered office in the United Kingdom. The audit of the group was performed by Crowe in the UK. The consolidation was also subject to a full scope audit performed by the Group audit team.

The remaining components of the group were considered non-significant. All balances material to the group were audited and the remaining balances subject to analytical procedures by the Crowe audit team.

Key Audit Matters

The key audit matters identified in the current year are:

• Going concern (see material uncertainty related to going concern section above)

• Capitalisation of intangible assets

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 the key audit matter
Capitalisation of intangible assets
During the period Tees Valley Lithium began capitalising expenditure incurred in relation to the proposed site. The risk is that the point at which capitalisation commences is inappropriate. Amortisation will begin when the site is at a point where it could be brought into commercial use.	We reviewed the accounting policies adopted by management in relation to the intangible assets and whether they are consistent with IFRS. We obtained an understanding of the design and implementation of systems and controls relevant to the impairment assessment. We reviewed the documentation to support the trigger point of capitalisation, being the successful granting of planning permission at the site. We reviewed a sample of capitalised invoices to ensure that these were capital in nature and related to the underlying asset. We ensured that the financial statements disclosures are fairly presented, complete and accurate. Based on our work performed, we concluded that the carrying value of the intangible assets is reasonable after proposed audit adjustments.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

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 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 the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our 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 company, or returns adequate for our audit have not been received from branches not visited by us; or

·      the company financial statements and the part of the directors' remuneration report to be audited 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 the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 23, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 legal and regulatory frameworks that are applicable to the company and the procedures in place for ensuring compliance in the jurisdictions where the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

We assessed the nature of the group's business, the control environment and performance to date when evaluating the incentives and opportunities to commit fraud.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management to manipulate financial reporting and misappropriate funds. Our procedures to address the risk of management override included:

• enquiries of management about their own identification and assessment of the risks of irregularities;

• review of the system for the generation, authorisation and posting of journal entries;

• obtaining supporting evidence for a risk-based sample of journals, derived using a data analytics tool;

• audit of significant transactions outside the normal course of business, or those that appear unusual;

• considering audit adjustments identified from our audit work for evidence of bias in reporting;

• considering significant estimates and judgements made by management for evidence of bias, and performing retrospective reviews where applicable;

• reviewing the other information presented in the annual report for fair representation and consistency with the audited financial statements and the information available to us as the auditors.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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.

Other matters which we are required to address

We were appointed by the Audit Committee on 27 March 2022 to audit the financial statements for the period ended 31 January 2022. Our total uninterrupted period of engagement is 2 years, covering the period ended 31 January 2022 to year ended 31 January 2023.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

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

Matthew Stallabrass

Senior Statutory Auditor

for and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

Date: 30 May 2023

Consolidated Statement of Comprehensive Income

for the year to 31 January 2023

	Notes	Year to 31 January 2023	Period to 31 January 2022
		£	£
Continuing operations
Administrative expenses	4	(1,298,002)	(466,903)
Project Development expenses	4	(1,298,011)	(330,747)
Business Development costs		(12,866)	-
Finance costs		(1,536)	-
Foreign exchange gains (losses)		(34,344)	-
Loss before taxation		(2,644,759)	(797,650)
Taxation	7	-	-
Loss after taxation		(2,644,759)	(797,650)
Other Comprehensive Income
Foreign exchange differences on translation of overseas subsidiaries		(2,645)	-
Total Comprehensive loss for the year		(2,647,404)	(797,650)
Earnings per share:
Basic and diluted earnings per share (pence)	8	(40.24p)	(19.88p)

The notes on pages 36 to 51 are an integral part of these financial statements.

 

Consolidated Statement of Financial Position

As at 31 January 2023

	Notes	31 January 2023	31 January 2022
		£	£
Non Current Assets
Intangibles - Project development costs	10	298,813	-
Total Non Current Assets		298,813	-
Current assets
Trade and other receivables	11	212,125	73
Cash and cash equivalents	12	12,356	1,113,923
Total Current Assets		224,481	1,113,996
Total Assets		523,294	1,113,996
Equity
Share Capital	14	144,000	120,000
Share Premium	14	2,413,243	1,279,094
Share Based Payments	14	63,221	-
Foreign Exchange Reserve		(2,645)	-
Retained Earnings		(3,442,409)	(797,650)
Total Equity		(824,590)	601,444
Current Liabilities
Trade and other payables	13	1,021,595	512,552
Short Term Borrowings	17	326,289	-
Current and Total Liabilities		1,347,884	512,552
Total Equity and Liabilities		523,294	1,113,996

The notes on pages 36 to 51 are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 30 May 2023.

Paul Atherley

Director                                                                                           

Alkemy Capital Investments plc

Consolidated Statement of Changes in Equity

For the year ended 31 January 2023

	Share capital	Share Premium	Share Based Payments	Foreign Exchange Reserve	Retained Earnings	Total
	£	£	£	£	£	£
On incorporation	60,000	-	-	-	-	60,000
Loss for the year	-	-	-	-	(797,650)	(797,650)
Total Comprehensive income	-	-	-	-	(797,650)	(797,650)
Transactions with owners:
Issue of shares	60,000	1,279,094	-	-	-	1,339,094
Total transactions with owners	60,000	1,279,094	-	-	-	1,339,094
Balance at 31 January 2022	120,000	1,279,094	-	-	(797,650)	601,444

	Share capital	Share Premium	Share Based Payments	Foreign Exchange Reserve	Retained Earnings	Total
	£	£	£	£	£	£
As at 1 February 2022	120,000	1,279,094	-	-	(797,650)	601,444
Loss for the year	-	-	-	-	(2,644,759)	(2,644,759)
Foreign exchange losses on translation of overseas subsidiaries	-	-	-	(2,645)	-	(2,645)
Total Comprehensive income	-	-	-	(2,645)	(2,644,759)	(2,647,404)
Transactions with owners:
Issue of shares	24,000	1,134,149	-	-	-	1,158 149
Issue of options	-	-	63,221	-	-	63,221
Total transactions with owners	24,000	1,134,149	63,221	-	-	1,221,370
Balance at 31 January 2023	144,000	2,413,243	63,221	(2,645)	(3,442,409)	(824,590)

The notes on pages 36 to 51 are an integral part of these financial statements.

Consolidated Statement of Cash Flows

for the year ended 31 January 2023

	Notes	Year to 31 January 2023	Period to 31 January 2022
		£	£
Cash flows from Operating Activities
Loss for the year before tax		(2,644,759)	(797,650)
Share based payments		63,221	-
Expenditure met directly by funding provider *		136,289	-
Increase in receivables		(212,052)	(73)
Increase in payables		339,705	512,552
Net cash outflow from operating activities		(2,317,596)	(285,171)
Cashflows from Investing Activities
Payments for intangible assets		(51,475)	-
Net cash outflow from investing activities		(51,475)	-
Cash flows from financing activities
Proceeds of borrowing		190,000	-
Issue of shares (net of share issue expenses)		1,080,149	1,399,094
Net cash inflow from financing activities		1,270,149	1,399,094
Net increase in cash and cash equivalents during the year		(1,098,922)	1,113,923
Cash at the beginning of year		1,113,923	-
Effect of foreign exchange on currency holdings		(2,645)	-
Cash and cash equivalents at the end of the year	12	12,356	1,113,923

* During the year, expenditure totalling £136,289 was settled directly by Paul Atherley on behalf of the company against the loan provided by him (2022: Nil).  As such these amounts represent a material non cash transaction.

The notes on pages 36 to 51 are an integral part of these financial statements.

Company Statement of Financial Position

As at 31 January 2023

	Notes	31 January 2023	31 January 2022
		£	£
Non Current Assets
Investments in subsidiaries	11	1,878,904	-
Total Non Current Assets		1,878,904	-
Current assets
Trade and other receivables	12	83,158	73
Cash and cash equivalents	13	5,356	1,113,923
Total Current Assets		88,514	1,113,996
Total Assets		1,967,418	1,113,996
Equity
Share Capital	15	144,000	120,000
Share Premium	15	2,413,243	1,279,094
Share Based Payments	14	63,221	-
Retained Earnings		(1,372,013)	(797,650)
Total Equity		1,248,451	601,444
Current Liabilities
Trade and other payables	18	392,678	512,552
Short Term Borrowings		326,289	-
Current and Total Liabilities		718,967	512,552
Total Equity and Liabilities		1,967,418	1,113,996

Company Statement of Comprehensive Income

As permitted by Section 408 Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The Company's loss for the financial year was £574,363 (2022: loss of £797,650).

The notes on pages 36 to 51 are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board on 30 May 2023.

Paul Atherley

Director                                                                                                                            

Alkemy Capital Investments plc

Company Statement of Changes in Equity

For the year ended 31 January 2023

	Share capital	Share Premium	Share Based Payments	Retained Earnings	Total
	£	£	£	£	£
On incorporation	60,000	-	-	-	60,000
Loss for the year	-	-	-	(797,650)	(797,650)
Total Comprehensive income	-	-	-	(797,650)	(797,650)
Transactions with owners:
Issue of shares	60,000	1,279,094	-	-	1,339,094
Total transactions with owners	60,000	1,279,094	-	-	1,339,094
Balance at 31 January 2022	120,000	1,279,094	-	(797,650)	601,444

	Share capital	Share Premium	Share Based Payments	Retained Earnings	Total
	£	£	£	£	£
As at 1 February 2022	120,000	1,279,094	-	(797,650)	601,444
Loss for the year	-	-	-	(574,363)	(574,363)
Total Comprehensive income	-	-	-	(574,363)	(574,363)
Transactions with owners:
Issue of shares	24,000	1,134,149	-	-	1,158 149
Issue of options	-	-	63,221	-	63,221
Total transactions with owners	24,000	1,134,149	63,221	-	1,221,370
Balance at 31 January 2023	144,000	2,413,243	63,221	(1,372,013)	1,248,451

The notes on pages 36 to 51 are an integral part of these financial statements.

Company Statement of Cash Flows

for the year ended 31 January 2023

	Notes	Year to 31 January 2023	Period to 31 January 2022
		£	£
Cash flows from Operating Activities
Loss for the year before tax		(574,363)	(797,650)
Expenditure met directly by funding provider *		136,289	-
Share based payments		63,221	-
Increase in receivables		(83,085)	(73)
Increase in payables		(41,874)	512,552
Net cash outflow from operating activities		(499,812)	(285,171)
Cashflows from Investing Activities
Investments in subsidiaries		(2)
Loans provided to subsidiaries		(1,878,902)	-
Net cash outflow from investing activities		(1,878,904)	-
Cash flows from financing activities
Proceeds of borrowing		190,000	-
Issue of shares (net of share issue expenses)		1,080,149	1,399,094
Net cash inflow from financing activities		1,270,149	1,399,094
Net increase in cash and cash equivalents during the year		(1,108,567)	1,113,923
Cash at the beginning of year		1,113,923	-
Cash and cash equivalents at the end of the year	13	5,356	1,113,923

* During the year, expenditure totalling £136,289 was settled directly by Paul Atherley on behalf of the company against the loan provided by him (2022: Nil).  As such these amounts represent a material non cash transaction.

The notes on pages 36 to 51 are an integral part of these financial statements.

Notes to the Financial Statements

1.       GENERAL INFORMATION

Alkemy Capital Investments Plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is listed on the London Stock Exchange. The address of the registered office is 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.

The Company was initially formed to undertake an acquisition of a controlling interest in a company or business in the battery metals sector with the objective of operating the acquired business and implementing an operating strategy to generate value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition.

On 25 February 2022, the Company announced that it had formed a subsidiary called Tees Valley Lithium Limited ("TVL") that would aim to develop the UK's first Lithium Hydroxide processing facility. This transaction and change of strategy constituted a reverse takeover transaction under the listing rules of the London Stock Exchange and resulted in Alkemy becoming an operating company.

On 2 May 2022 the Company formed a subsidiary in Australia called Alkemy Capital Services Pty Ltd to act as a project services company for operations in Australia.

Group Subsidiaries as at 31 January 2023:

Subsidiary Name	Date of Incorporation	Percentage Interest	Registered office address	Country of Incorporation
Tees Valley Lithium Ltd	25 February 2022	100%	167-169 Great Portland Street, London W1W 5PF	United Kingdom
Alkemy Capital Services Pty Ltd	4 May 2022	100%	Level 4, 46 Colin Street, West Perth WA 6005, Australia	Australia

The financial statements which cover the year to 31 January 2023 are presented in British Pounds Sterling, the currency of the primary economic environment in which the Company operates.  The comparative financial statements cover the period from 21 January 2021 to 30 January 2022.

2.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied throughout the year, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with UK adopted International Accounting Standards ("IAS" or "IFRS"), which has been adopted by both the Company and the Group.

The financial statements are presented in pounds sterling ("£") which is also the functional currency of the Company.

Going Concern

As part of their assessment of going concern, the Directors have prepared cash forecasts to determine the funding requirements of the business over the 18 months from the reporting date, as the Group continues to develop its LHM refinery at Wilton and LSM refinery in Port Hedland. Cash requirements over this period have been projected in the range of a £2m minimum (decelerated project development case) to £12m maximum (accelerated project development case) depending on the level of technical project development work being undertaken, as determined by funding availability.

As at the date of this report, the Directors are considering a variety of funding options from numerous parties to consider the option best suited to balancing the immediate cash flow needs of the business and desire to accelerate the project development timeframe against the need to avoid unnecessary dilution of the shareholders during a period of depressed equity market prices.  Options ranging from project lending facilities, convertible lending facilities and equity fundraising are under consideration, and the Board anticipates concluding this process in the near term.

The Directors are reasonably confident that the necessary funding will be secured, as and when required, by executing on one of the options under consideration, such that the Directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future.  However as successful execution of one of the above fundraising options cannot be assured, a material uncertainty exists in this regard.

Accordingly, the Directors believe that as at the date of this report it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Statement of compliance

The financial statements comply with UK adopted International Accounting Standards ("IAS").

1. The company has adopted all relevant IASs which were in effect from incorporation when preparing these financial statements.

2. Standards and Interpretations which are effective in the current year (Changes in accounting policies); None of the standards which became effective during the year which are applicable to the Company have had a material impact.

3. Adoption of new Standards and Interpretations to standards in future years; The Directors anticipate that the adoption of new Standards and Interpretations in future years will have no material impact on the financial statements of the Company.  The Company expects to adopt all relevant Standards and Interpretations as and when they become effective.

Basis of Consolidation

The consolidated Financial Statements of the Group incorporate the Financial Statements of the Company and entities controlled by the Company, its subsidiaries, made up to 31 January each year.

Subsidiaries

Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to obtain economic benefits from their activities. Subsidiaries are consolidated from the date on which control is obtained, the acquisition date, until the date that control ceases. They are deconsolidated from the date on which control ceases.

Intra-group transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation, except to the extent that intra-group losses indicate an impairment.

Foreign Currencies

Both the functional and presentational currency of the Company is Sterling (£). Each Group entity determines its own functional currency and items included in the Financial Statements of each entity are measured using that functional currency.

The functional currencies of the foreign subsidiaries are the Australian Dollar ("AUD").

Transactions in currencies other than the functional currency of the relevant entity are initially recorded at the exchange rate prevailing on the dates of the transaction. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the exchange rate prevailing at the reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date, when the fair value was determined. Gains and losses arising on retranslation are included in profit or loss for the year, except for exchange differences on non-monetary assets and liabilities, which are recognised directly in other comprehensive income, when the changes in fair value are recognised directly in other comprehensive income.

On consolidation, the assets and liabilities of the Group's overseas operations are translated into the Group's presentational currency at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the year unless exchange rates have fluctuated significantly during the year, in which case, the exchange rate at the date of the transaction is used. All exchange differences arising, if any, are recognised as other comprehensive income and are transferred to the Group's foreign currency translation reserve.  On disposal of any such overseas subsidiaries, cumulative foreign exchange losses or gains recognised in equity via Other Comprehensive Income become realised and are recognised through the profit and loss account on disposal.

Taxation

Current taxation is the taxation currently payable on taxable profit for the year.

Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.  Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised.  Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Intangible assets - project development costs

Intangible assets comprise project development costs, incurred on the Group's Wilton International Chemicals Park Lithium Hydroxide Monohydrate processing facility in Teesside, UK. These costs include the cost of obtaining planning permission for the development of the facility, design and planning costs and all technical and administrative overheads directly associated with this project. These costs are carried forward in the Statement of Financial Position as non-current intangible assets less provision for identified impairments. Costs associated with development activity will only be capitalised if they meet the criteria as set out in IAS 38.

Upon any disposal, the difference between the fair value of consideration receivable for development assets and the relevant cost within non-current assets is recognised in the Income Statement.

Financial assets

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances at banks, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash within a period of 3 months at inception of the instrument/investment and which are subject to an insignificant risk of changes in value.

Financial liabilities

Financial liabilities are recognised in the statement of financial position when the Group and Company becomes a party to the contractual provisions of the instrument. 

The Company's financial liabilities comprise trade and other payables.

Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

Share capital account represents the nominal value of the shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Retained earnings include all current year results as disclosed in the Statement of Comprehensive Income.

Share-Based Payments

Share Options

The Group operates equity-settled share-based payment arrangements, whereby the fair value of services provided is determined indirectly by reference to the fair value of the instrument granted.

The fair value of options granted to Directors and others, in respect of services provided, is recognised as an expense in the Income Statement with a corresponding increase in equity reserves - the share-based payment reserve.  

The fair value is measured at grant date and charged over the vesting period during which the option becomes unconditional.

The fair value of options is calculated using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The exercise price is fixed at the date of grant.

Non-market conditions are performance conditions that are not related to the market price of the entity's equity instruments. They are not considered, when estimating the fair value of a share-based payment. Where the vesting period is linked to a non-market performance condition, the Group recognises the goods and services it has acquired during the vesting period, based on the best available estimate of the number of equity instruments expected to vest. The estimate is reconsidered at each reporting date, based on factors such as a shortened vesting period, and the cumulative expense is "trued up" for both the change in the number expected to vest and any change in the expected vesting period.

Market conditions are performance conditions that relate to the market price of the entity's equity instruments. These conditions are included in the estimate of the fair value of a share-based payment. They are not taken into account for the purpose of estimating the number of equity instruments that will vest. Where the vesting period is linked to a market performance condition, the Group estimates the expected vesting period. If the actual vesting period is shorter than estimated, the charge is to be accelerated in the period that the entity delivers the cash or equity instruments to the counterparty. When the vesting period is longer, the expense is recognised over the originally estimated vesting period.

For other equity instruments, granted during the year (i.e. other than share options), fair value is measured on the basis of an observable market price.

Critical accounting judgments and estimations

The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting year. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider the areas of critical accounting judgements or estimations in these financial statements to be the capitalisation of development expenditure on the Wilton project, vesting periods for share options and the application of the going concern principal. 

On 24 November 2022 the Company received planning permission for the construction of its planned LHM refinery in Wilton International Chemicals Park, Teeside from the Redcar & Cleveland Borough Council.  The Directors have determined that this event triggers the eligibility for the capitalisation of development expenditure Under IAS 38 as the Company now has the commercial and legal rights to construct and exploit the plant for future economic benefit and, in the judgement of the Directors, the Group retains adequate technical resources and future availability of necessary financial resources necessary to complete the development of the project.  As such, the costs of obtaining planning permission and all development costs incurred post receipt of planning permission are recognised as intangible assets in these financial statements.

During the year the Company issued a number of share options with market based vesting conditions, notably when the Company share price reaches a certain threshold.  In order to determine the fair value of options as required under IFRS 2, the Directors have had to make judgements on when these vesting conditions are likely to be met and the options consequently vest and become exercisable.  The judgements have been formed following analysis of previous Company share price performance to specific events.

See above for further details on the Directors' assessment that the Company is a going concern.

3.         BUSINESS AND GEOGRAPHICAL REPORTING

The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker, which is identified as the Board of Directors.  The Board of Directors consider the Group to have two identifiable operating segments; (a) the construction and operation of the Wilton Park Lithium Hydroxide processing facility in Teeside, UK and (b) the construction of a Lithium ore enrichment facility in Port Headland, Australia.

At this point, the Group has not incurred any material expenditure towards the construction of a Lithium ore enrichment facility in Port Headland, Australia and as such the results for the current year are considered to form a single operating/reportable segment.

Therefore the financial information of the single segment is the same as that set out in the Consolidated statement of comprehensive income, Consolidated statement of financial position, the Consolidated statement of changes to equity and the Consolidated statement of cashflows.

4.         EXPENSES BY NATURE

 

	2023 £	2022 £
Employee benefit expense (note 6)	529,782	156,897
Employee benefit - share based payments	53,844	-
Advertising and Marketing	147,199	3,200
Regulatory compliance expense	122,324	77,871
Audit	35,276	30,000
Legal fees	5,584	50,000
Share based payments - advisors	9,377	-
Travel & accommodation	81,738	-
Other professional fees	232,062	124,253
Other operating expenses	80,816	24,682
Total administrative expenses	1,298,002	466,903

Project development costs of £1,298,011 (2022: £330,747) in the year comprise the costs incurred in progressing the Company's Project in Teesside, U.K that do not meet the criteria for capitalisation into intangible assets. 

5.         AUDITOR REMUNERATION

 

During the year the Company obtained the following services from the auditor:

	2023 £	2022 £
Fees payable to the auditor for non-audit services	-	28,200
Fees payable to the auditor for the audit of the Company	35,276	30,000
Total auditor's remuneration	35,276	58,200

 

6.         EMPLOYEE BENEFIT EXPENSE

 

	2023 £	2022 £
Directors' salaries	60,000	20,467
Staff salaries	272,051	21,247
Recruitment costs	158,451	114,000
Social security	39,280	1,183
Total employee benefit expense	529,782	156,897

There were two employee in the year other than the Directors. Further disclosures in respect of Directors' remuneration are included within the Directors' Remuneration Report.

7.         INCOME TAX

	2023 £		2022 £
Current tax	-		-
Total	-		-
		2023 £		2022 £
Loss on ordinary activities before taxation		(2,644,759)		(797,650)
Tax calculated at domestic rate applicable to UK standard rate for small companies of 19%		(502,504)		(151,554)
Effects of:
Expenses not deductible for tax purposes		12,682		-
Tax losses carried forward on which no deferred tax asset is recognised		489,822		151,554
Income tax credit		-		-

Tax losses totalling approximately £3,275,660 (2022: £797,650) have been carried forward for use against future taxable profits.  No deferred tax asset has been recognised in respect of these tax losses.

Increases to the UK Corporation tax rate from 19% to 25% is effective from 1 April 2023.

8.         EARNINGS PER SHARE

(a)      Basic

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

	2023	2022
	£	£
Loss from continuing operations attributable to equity holders of the company	(2,644,759)	(797,650)
Weighted average number of ordinary shares in issue	6,572,053	4,013,298
	Pence	Pence
Basic and fully diluted loss per share from continuing operations	(40.24)	(19.875)

As at 31 January 2023 and 2022 there were no potentially dilutive instruments in issue for consideration in arriving at the fully diluted loss per share as the impacts of all such instruments as at the year end are anti-dilutive.

9.         DIVIDENDS

There were no dividends paid or proposed by the Company.

10.        INTANGIBLE ASSETS - PROJECT DEVELOPMENT COSTS

	2023 £	2022 £
At the beginning of the year	-	-
Additions in the year	298,813	-
At the end of the year	298,813	-

On 24 November 2022 the Group was awarded planning permission by the Redcar & Cleveland Borough Council for the construction of its planned LHM refinery in Wilton International Chemicals Park, Teeside.  In the view of the directors, this milestone event represents the point when the criteria for capitalisation of project development costs as outlined in IAS 38 has been met.  As a consequence, the Group has commenced the policy of capitalising all qualifying expenditure from this date.  All costs incurred in the year that are directly associated with the application for and receipt of planning approval have been capitalised, including expenditure incurred prior to receipt of planning permission.

11.        INVESTMENT IN SUBSIDIARIES (COMPANY)

	2023 £	2022 £
Investment in Subsidiaries	2	-
Loans to Subsidiaries	1,878,902	-
Total	1,878,904	-

Loans to subsidiaries have been included within the investment balance due to the long term nature of these receivables.  The loans are interest free and repayable on demand when the subsidiary projects have yielded economic returns sufficient to settle the value of the loans.

12.        TRADE AND OTHER RECEIVABLES

Group	2023 £	2022 £
Prepayments	45,891	58
VAT and GST recoverable	160,165	-
Other receivables	6,069	15
Total	212,125	73

Company	2023 £	2022 £
Prepayments	39,293	58
VAT and GST recoverable	39,321	-
Other receivables	4,543	15
Total	83,157	73

13.        CASH AND CASH EQUIVALENTS

Group	2023 £	2022 £
Cash at bank and on hand	12,356	1,113,923
	12,356	1,113,923

Company	2023 £	2022 £
Cash at bank and on hand	5,356	1,113,923
	5,356	1,113,923

All of the Group's and Company's cash and cash equivalents are held in accounts which bear interest at floating rates and the Directors consider their carrying amount approximates to their fair value.  Details of the credit risk associated with cash and cash equivalents is set out in note 15.

14.        TRADE AND OTHER PAYABLES

Group	2023 £	2022 £
Trade payables	552,146	331,997
Other payables	17,761	3,394
Accrued expenses	451,688	177,161
Total trade and other payables	1,021,595	512,552

Company	2023 £	2022 £
Trade payables	303,250	331,997
Other payables	6,264	3,394
Accrued expenses	83,164	177,161
Total trade and other payables	392,678	512,552

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. The Directors consider that the carrying amount of trade payables approximates to their fair value.

15.        SHARE CAPITAL, SHARE PREMIUM & SHARE BASED PAYMENTS

	Number of ordinary shares of 2p	Share Capital £	Share premium £	Share based payments £
At 21 January 2021	3,000,000	60,000	-	-
Share issues	2,999,999	60,000	1,440,000	-
Share issue expenses	-	-	(160,906)	-
At 31 January 2022	5,999,999	120,000	1,279,094	-
Share issues	1,199,999	24,000	1,175,999	-
Share issue expenses	-	-	(41,850)
Issue of Options and Warrants	-	-	-	63,221
At 31 January 2023	7,199,998	144,000	2,413,243	63,221

Share issues in year and prior year:

On 9 August 2022 the Company issued 1,199,999 ordinary shares of 2p for cash at a price of £1 per share.

On 27 September 2021, 2,999,999 ordinary shares were issued for cash at 50p per share, raising £1,500,000 before expenses of £160,906.

On 21 January 2021 the Company issued 3,000,000 ordinary shares of 2p for cash.

Options issued in the year:

On 4 August 2022 the Company issued 590,000 options over ordinary shares, exercisable for 5 years from grant at a strike price of £1 per share and made up of three equal tranches with vesting conditions as follows:

A)   The options vest when the Company share price has exceeded £5 for a period of 10 consecutive trading days;

B)   The options vest on the later of i) the share price having exceeded £5 for a period of 10 consecutive trading days and ii) completion of project financing for the construction of the Wilton park refinery;

C)   The options vest on the later of the share price having exceeded £5 for a period of 10 consecutive trading days and ii) the commissioning of train 1 of the Wilton park refinery.

On 5 August 2022 the Company issued 100,000 options over ordinary shares, exercisable for 5 years from grant at a strike price of £1 per share and made up of three equal tranches with vesting conditions as follows:

A)   The options vest when the Company share price has exceeded £5 for a period of 10 consecutive trading days;

B)   The options vest on the later of i) the share price having exceeded £5 for a period of 10 consecutive trading days and ii) completion of project financing for the construction of the Wilton park refinery;

C)   The options vest on the later of the share price having exceeded £5 for a period of 10 consecutive trading days and ii) the commissioning of train 1 of the Wilton park refinery.

On 19 September 2022 the Company issued 100,000 options over ordinary shares, exercisable for 2 years from grant at a strike price of £1.5 per share and made up of two tranches with vesting conditions as follows:

A)   The options vest when the Company share price has exceeded £5 for a period of 10 consecutive trading days - 40%;

B)   The options vest when the Company share price has exceeded £10 for a period of 10 consecutive trading days - 60%;

The below table provides details on the assumptions used in arriving at the calculation of Fair Value for each of the above tranches of share options issued in the year.

Date of grant	Tranche	Number of Options	Assumed Exercise date	Risk free rate (%)	Volatility (%)	FV
4 August 2022	A	196,668	4 August 2027	1.719	24.51	£59,500
4 August 2022	B	196,667	4 August 2027	1.719	24.51	£59,500
4 August 2022	C	196,665	4 August 2027	1.719	24.51	£59,500
5 August 2022	A	33,334	5 August 2027	1.875	24.49	£9,600
5 August 2022	B	33,333	5 August 2027	1.875	24.49	£9,600
5 August 2022	C	33,333	5 August 2027	1.875	24.49	£9,600
19 September 2022	A	40,000	19 September 2024	3.13	23.77	£2,525
19 September 2022	B	60,000	N/A - lapse prior to exercise	3.13	23.77	Nil

Share Capital

The share capital account represents the par or nominal value received for ordinary shares issued by the Company.

Share Premium

The share premium account represents the excess of consideration received for ordinary shares issued above their nominal value net of transaction costs.

Share-Based Payment Reserve

The share-based payment reserve represents the cumulative fair value charge for options and warrants granted by the Company over ordinary shares.

Foreign Exchange Reserve

The translation reserve represents the exchange gains and losses that have arisen on the retranslation of overseas operations.

16.        RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group and Company is exposed to a variety of financial risks which result from both its operating and investing activities.  The Group and Company's risk management is coordinated by the Board of Directors and focuses on actively securing the Group and Company's short to medium term cash flows by minimising the exposure to financial markets.

The main risk the Group and Company is exposed to through its financial instruments is credit risk.

Capital risk management

The Group and Company's objectives when managing capital are:

(a)  to safeguard the Group and Company's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

(b)  to support the Group and Company's growth; and

(c)  to provide capital for the purpose of strengthening the Group and Company's risk management capability.

The Group and Company actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes. The Group and Company is not subject to externally imposed capital requirements.

Credit risk

The Group and Company's financial instruments that are subject to credit risk are cash and cash equivalents.  The credit risk for cash and cash equivalents is considered negligible since the counterparties are reputable financial institutions. 

The Group and Company defines a default by a counterparty to be an event in which a balance receivable remains unsettled after a period of 90 days from the date on which the balance was due for settlement.

The Group's maximum exposure to credit risk is £224,481 comprising £212,125 of Trade and other receivables and £12,356 in cash and cash equivalents.  The Company's maximum exposure to credit risk is £1,967,416 comprising £1,878,902 of intercompany receivables, £83,157 of Trade and other receivables and £5,356 in cash and cash equivalents.

Liquidity Risk

The Group and Company monitors its rolling cashflow forecasts and liquidity requirements to ensure it has sufficient cash to meet its operational needs.  As the Group and Company maintains its cash reserves in instant access current accounts liquidity risk to operations is deemed to be minimal.  Short term borrowings taken out in the year represent a loan provided by Paul Atherley, Group CEO and Directors, which is interest free and repayable when the Group and Company has raised sufficient additional finance to effect settlement.

Interest Rate Risk

As the Group and Company has no debt, other than the non-interest bearing loan provided by Paul Atherley, and does not maintain cash reserves on long term deposit accounts liked to interest rates, interest rate risk to operations is deemed to be minimal.

Foreign Exchange Risk

As the current operations of the Group and Company are focused entirely within the United Kingdom, and hence denominated in Pounds Sterling, foreign exchange risk to operations is deemed to be minimal.

17.        FINANCIAL INSTRUMENTS

		Categories of financial instruments:
				2023	2022
	Group			£	£
	FINANCIAL ASSETS AT AMORTISED COST:
	Cash and cash equivalents			12,356	1,113,923
	Trade and other receivables			212,125	73
	Total financial Assets at amortised cost			224,481	1,113,996
				2023	2022
				£	£
	FINANCIAL LIABILITIES AT AMORTISED COST: Trade and other payables			1,021,595	512,552
	Short term borrowings			326,289	-
	Total financial liabilities at amortised cost			1,347,884	512,552

				2023	2022
	Company			£	£
	FINANCIAL ASSETS AT AMORTISED COST:
	Cash and cash equivalents			5,356	1,113,923
	Trade and other receivables			83,158	73
	Total financial Assets at amortised cost			88,514	1,113,996
				2023	2022
				£	£
	FINANCIAL LIABILITIES AT AMORTISED COST: Trade and other payables			392,678	512,552
	Short term borrowings			326,289	-
	Total financial liabilities at amortised cost			718,967	512,552

18.        RELATED PARTY TRANSACTIONS

The compensation payable to Key Management personnel comprised £177,600 (2022: £34,867) paid by the Company to the Directors in respect of services to the Company. Full details of the compensation for each Director are provided in the Directors' Remuneration Report.

Sam Quinn is a partner in Silvertree Partners LLP who received £55,980 (2022: £24,419) during the year for the provision of accounting and finance, administration, bookkeeping and secretarial services. At the year end, an amount of £12,567 (2022: £Nil) was due to Silvertree Partners LLP.

Sam Quinn is a director and shareholder of Lionshead Consultants Ltd who received £48,600 (2022: £14,400) during the year for the provision of consulting services and £5,390 in reimbursement of expenses (2022: £nil). At the year end, an amount of £13,829 (2022: £Nil) was due to Lionshead Consultants Ltd.

Paul Atherley is a director and shareholder of Selection Capital Ltd who received £69,000 during the year for the provision of advisory services and £47,852 (2022: £38,600) during the year in reimbursement of various costs met on behalf of the Company. At the year end, an amount of £16,641 (2022: £Nil) was due to Selection Capital Ltd.

During the year, Paul Atherley provided a short term working capital loan to the Company, with the balance outstanding at the reporting date being £326,289.  The loan is interest free and repayable when the Company has raised sufficient additional finance to effect settlement.

During the year, the Company incurred £7,775 in travel related costs and charged £3,500 in travel related cost recharges to Pensana plc, a company in which Paul Atherley is a director and shareholder.  As at the reporting date, both amounts remained outstanding for settlement.

During the year, the Company provided loans to its two subsidiaries, Tees Valley Lithium Limited ("TVL") and Alkemy Capital Services Pty Ltd ("ACSL") by way of funds provided to meet their ongoing cash needs and the recharging of expenditure met by the Company on behalf of the subsidiaries.  Loans provided during the period totalled £1,776,103 for TVL and £102,801 for ACSL respectively.  Balances remaining owing from subsidiaries to the Company as at 31 January 2023 were £1,776,103 (2022: Nil) for TVL and £102,801 (2022: Nil) for ACSL respectively.

During the year, amounts totalling £56,900 (2022: £20,248) were paid to Alex Della Bosca, daughter of Paul Atherley, for her employment by the Group.

19.        POST YEAR-END EVENTS

On 7 February 2023 the Company announced that it had entered into an MOU with Recharge Industries Pty Ltd, an Australian lithium-ion battery company who had successfully bid to purchase Britishvolt, a planned £3.8 billion lithium-ion gigafactory in northern England. Under the MOU TVL and Recharge agreed to negotiate toward executing a definitive offtake agreement to supply low-carbon lithium hydroxide.

On 1 March 2023 the Company announced that Recharge Industries had completed the acquisition of Britishvolt and that it was advancing discussions with Recharge.

On 26 April 2023 the Company signed an MOU with battery recycling group Altilium Metals for lithium sulphate feedstock and lithium hydroxide offtake.

On 11 May 2023 the Company signed an MOU with lithium technology company Lithium Services Pty Ltd to investigate the processing of lithium from fines materials in tailings deposits in Western Australia.

20.        ULTIMATE CONTROLLING PARTY

The Directors consider that the Company has no ultimate controlling party, as no individual member holds more than 50% of the issued shares.

21.        CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

There were no contingent liabilities or capital commitments as at 31 January 2023.

 

END