Half-year Report

Metals One PLC

28 September 2023

 

28 September 2023 

Metals One Plc

("Metals One" or the "Company")

Half-Year Report

Metals One, which is advancing battery metal projects at brownfield sites in Finland and Norway, today announces its unaudited interim results for the six months ended 30 June 2023. These results will shortly be made available on the Company's website at www.metals-one.com.

Alastair Clayton, Chairman of Metals One, commented:

"The six-month period ended 30 June 2023 was incredibly busy for the Company as it worked towards completion of its IPO and concurrent acquisitions of European brownfield battery metals projects which occurred after the reporting period.

Metals One has listed with interests in nickel projects with substantial exploration carry exposure through farm-ins at a critical time for battery metals driven by the continued rise in electric vehicle adoption globally.

With European brownfield projects, experienced partners, and funded work programmes in place, our projects are well positioned for rapid advancement as we seek to establish ethically mined sources of critical minerals, including nickel, in Europe, close to future customers.

Exploration in Norway is well underway with Kingsrose, whilst in Finland we are finalising plans to commence phase one drilling in the near future. We look forward to updating shareholders on further news as we continue our work programmes."

Enquiries:
Metals One Plc
Jonathan Owen, Chief Executive Officer	via Vigo Consulting [phone]
Beaumont Cornish Limited (Nominated Adviser) James Biddle / Roland Cornish www.beaumontcornish.com	[phone]
Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar	[phone]
SI Capital Limited (Joint Broker)	[phone]
Nick Emerson
Vigo Consulting (Investor Relations) Ben Simons / Kendall Hill [e-mail]	[phone]

About Metals One

Metals One is developing brownfield battery metals projects in Finland (Black Schist Project) and Norway (SRH Råna Project), with approximately £9 million of exploration carry exposure through farm-in agreements. Metals One is aiming to help meet the significant demand for battery metals by defining resources on the doorstep of Europe's major electric vehicle OEMs and battery manufacturers. Metals One's Black Schist Project in Finland, totalling 706 km² across three licence areas, has an Inferred Resource of 28.1 Mt nickel-zinc-cobalt-copper and is located adjacent to Talvivaara, Europe's largest operating nickel mine. Metals One's fully carried SRH Råna Project in Norway covers 18.14 km² across three contiguous exploration licences, with significant opportunity for brownfield exploration of the Råna intrusion, and proven potential for massive sulphide nickel-cobalt-copper mineralisation.

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Chairman's Statement

Introduction

I am pleased to present the first financial report of Metals One since its admission to the London Stock Exchange AIM market.

The six-month period ended 30 June 2023 was incredibly busy for the Company as it worked towards completion of its IPO and concurrent acquisitions of European brownfield battery metals projects which occurred after the reporting period.

On 31 July 2023, the Company completed the acquisition of FinnAust Mining Northern Oy ("FAMN"), the 100% owner of the Paltamo and Rautavaara Nickel-Zinc-Copper-Cobalt ("Ni-Zn-Cu-Co") projects (the "Black Schist Project") in the Kainuu Black Schist Belt in eastern Finland, from AIM-listed Bluejay Mining Plc (AIM: JAY), as well as the acquisition of Scandinavian Resource Holdings ("SRH"), which holds 80% of the Råna Project in Northern Norway through a Joint Venture ("JV") with Kingsrose Mining Ltd (ASX: KRM) ("Kingsrose").

On the same date, the Company completed its listing on the AIM market of the London Stock Exchange, having raised £2.2 million for working capital for the Company and its projects; therefore, the accounts presented below do not include the proceeds from the £2.2 million gross capital raise completed post-period end.

The Company presents its interim results for the six month period ended 30 June 2023 along with the interim results for the Company's group companies, FAMN in Appendix 1 and SRH in Appendix 2, for the same period.

Finland - Black Schist Ni-Zn-Cu-Co Project

Inferred Mineral Resource of 28.1 Mt at a grade of 0.19% Ni (53,800t), 0.10% Cu (27,900t), 0.01% Co (3,400t) and 0.38% Zn (180,000t) at Rautavaara

The Black Schist Project in Finland comprises two exploration permit applications (with pending extensions), being Rauta 9-11, and Paltamo (P5) (the "Paltamo Project"). There is a further exploration permit application for Rautavaara S (R1) which is located adjacent to Rauta 9-11 (which is referred to alongside Rauta 9-11 as the "Rautavaara Project").

The Rautavaara and Paltamo Projects are located in the Northern Savonia and Kainuu regions respectively of eastern Finland, adjacent to Europe's largest operating nickel mine, Talvivaara. The primary exploration model Metals One is pursuing at the Black Schist Project is for Talvivaara-style shale-hosted Ni-Zn-Cu-Co deposits. Metals One is also open to exploration for Outokumpu-style Ni-Zn-Cu-Co volcanogenic massive sulphide deposits.

The Company has entered into an agreement in relation to its Black Schist Project, pursuant to which AIM-listed Gunsynd Plc (AIM: GUN) has agreed to acquire up to 25% for a staged investment of up to £1 million.

Norway - SRH Råna Ni-Cu-Co Project

Brownfield exploration of Råna Intrusion - fully carried

The Company's assets in Norway consist of an 80% interest in the Råna Project (Ni-Cu-Co) located on the southern shores of the Ofotfjord and situated approximately 20 km to the southwest of the port town of Narvik. The Råna Project consists of contiguous exploration permits with a total area of 18.14 km2 that cover the northern and northwestern parts of the Råna mafic to ultramafic Intrusion ("Råna Intrusion"). The project has proven potential for massive sulphide Ni-Cu-Co mineralisation.

The Company's interest in the Råna Project is owned through a JV with Kingsrose, who are operator of the project and have a right to earn up to 75% over eight years through staged expenditure of up to A$15 million.

Metals One announced an update from diamond drilling on 4 September 2023. Results confirmed the presence of high-grade semi-massive Ni-Cu-Co sulphide mineralisation, and a broad zone of disseminated sulphide mineralisation at Bruvann, located within the Arnes prospect, whilst demonstrating that mineralisation in the area is open along strike from existing mine infrastructure.

Highlights included:

·    2.5m at 1.00% Ni, 0.14% Cu and 0.08% Co from 172.91m (Hole 23BRU001), including 1.0m at 1.94% Ni, 0.18% Cu and 0.18% Co from 173.91m

o  This intercept is located 20m southwest and along strike from an historical massive sulphide drill intercept, located 70m south of the inferred position of historical underground workings.

·    50m at 0.43% Ni, 0.10% Cu and 0.02% Co from 470.6m (Hole 23BRU003)

o  This intercept is located 20m down dip from broad zones of mineralisation identified in historical drilling and underground mining, which is open and undrilled to the west and down dip.

Having recently completed in September 2023 a site visit to our Råna Project, I am pleased to confirm that the operator is progressing the work programme to plan. We witnessed initial drilling of a new Rånbogen target, close to outcropping mineralisation, and observed the ongoing downhole electromagnetic surveys at the prospect, following up on geophysical surveys that identified conductive zones highly prospective for massive sulphide Ni-Cu-Co mineralisation.

At the Bruvann target, we inspected the high-grade massive sulphide Ni-Cu-Co interceptions reported in hole 23BRU001, and the disseminated sulphide mineralisation reported in hole 23BRU003.

Conclusion

Metals One has listed with interests in battery metals project with substantial exploration carry exposure through farm-ins at a critical time for the sector driven by the continued rise in electric vehicle adoption globally.

With European brownfield projects, experienced partners, and funded work programmes in place, our projects are well positioned for rapid advancement as we seek to establish ethically mined sources of critical minerals, including nickel, in Europe, close to future customers.

Exploration in Norway is well underway with Kingsrose, whilst in Finland we are finalising plans to commence phase one drilling. We look forward to updating shareholders on further news as we continue our work programmes.

I would like to thank the team at Metals One and its advisers for their hard work leading up to the IPO and project acquisitions, and also our shareholders for their continued support of the Company's strategy.

Alastair Clayton

Chairman

STATEMENT OF PROFIT AND LOSS

		Unaudited	Unaudited
		6 months ending 30 June 2023	6 months ending 30 June 2022
	Note	£	£
Continuing operations
Other income		-	29,646
Administrative expenses	3	(118,893)	(184,017)
Operating (loss)/ profit		(118,893)	(154,371)
(Loss) / Profit before taxation		(118,893)	(154,371)
Income tax expense		-	-
(Loss)/ profit for the period from continuing operations		(118,893)	(154,371)
Other comprehensive income		-	-
Total comprehensive profit for the period attributable to shareholders from continuing operations		(118,893)	(154,371)
Basic and dilutive earnings per share - pence	4	(0.6)	(0.83)

The accompanying notes form an integral part of the Interim Financial Information.

STATEMENT OF FINANCIAL POSITION

		Unaudited	Audited
	Note	As at 30 June 2023 £	As at 31 Dec 2022 £
Current Assets
Other current assets		10,043	66,188
Cash and cash equivalents		15,263	39,875
Total Current Assets		25,306	106,063
Total Assets		25,306	106,063
Equity
Share capital	5	197,500	197,500
Share premium	5	374,259	374,259
Retained earnings		(730,935)	(612,041)
Total Equity		(159,176)	(40,282)
Current Liabilities
Trade and other payables		184,482	146,345
Total Current Liabilities		184,482	146,345
Total Liabilities		184,482	146,345
Total Equity and Liabilities		25,306	106,063

The accompanying notes form an integral part of the Interim Financial Information.

STATEMENT OF CHANGES IN EQUITY

	Share Capital £	Share Premium £	Retained Earnings £	Total Equity £
Balance at 31 December 2021	172,500	299,259	(358,375)	113,384
Loss for period	-	-	(253,666)	(253,666)
Total comprehensive income for year	-	-	(253,666)	(253,666)
Transactions with owners in own capacity
Ordinary shares issued in period	25,000	75,000	-	100,000
Share Issue Costs	-	-	-	-
Transactions with owners in own capacity	25,000	75,000	-	100,000
Balance at 31 December 2022	197,500	374,259	(612,041)	(40,282)

Loss for period	-	-	(118,893)	(118,893)
Total comprehensive income for period	-	-	(118,893)	(118,893)
Transactions with owners in own capacity
Ordinary shares issued in period	-	-	-	-
Share Issue Costs	-	-	-	-
Transactions with owners in own capacity
Balance at 30 June 2023	197,500	374,259	(730,934)	(159,175)

The accompanying notes form an integral part of the Interim Financial Information.

STATEMENT OF CASH FLOWS

		Unaudited	Unaudited
		6 months ending 30 June 2023	6 months ending 30 June 2022
	Note
Cash flow from Operating Activities
(Loss)/Profit for the financial year		(118,893)	(154,371)
Adjustments for:
Changes in working capital:
Increase in trade and other receivables		56,144	(128,775)
Increase in trade and other payables		38,137	137,800
Net cash used in operating activities		(24,612)	(145,346)
Cash flow from Financing Activities
Net proceeds of share issue		-	100,000
Net cash used in financing activities		-	100,000
Net increase in cash and cash equivalents		(24,612)	(45,346)
Cash and cash equivalents at beginning of period		39,875	174,684
Cash and cash equivalents at the end of the period		15,263	129,338

The accompanying notes form an integral part of the Interim Financial Information

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1              General information

Metals One plc, a public limited Company was incorporated on 26th January 2021 in England and Wales with Registered Number 13158079 under the Companies Act 2006. The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The principal activity of the Company is mining exploration for battery metals.

2              Basis of preparation and accounting Policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Information as were applied in the preparation of Metals One PLC's Audited Accounts for the period ended 31 December 2022, except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

On 31 July 2023 Metals One PLC acquired the share capital of Scandinavian Resource Holdings (SRH) and Finaust Northern Mining Oy (FAMN). The Condensed Interim Financial Report for 30 June 2023 has not been prepared on a consolidated basis to include financial information on SRH and FAMN. The Interim Reports for SRH and FAMN have been included in the appendices of this report as stand-alone entities and will be consolidated for the year ended 31 December 2023.

2.1          Going concern

The interim financial statements have been prepared under the going concern assumption, which presumes that the Company will be able to meet its obligations as they fall due for the foreseeable future.

At 30 June 2023 the Company had cash reserves of £15,263 (31 December 2022: £39,875).

Subsequent to the end of the period the Company successfully listed on AIM stock exchange and raised gross proceeds of £2,200,000 through the issue of 44,000,000 ordinary shares. Refer to note 9 for further information.

The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.

The financial information of the Company is presented in British Pounds Sterling (£)

2.2          New standards, amendments and interpretations

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IFRS 16	Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)	1 January 2024
IAS 7	Financial instruments : Disclosures	1 January 2024
IAS 1	Classification of Liabilities as Current or Non-Current.	1 January 2024

Standards and interpretations adopted in the period

There have been no new or amended standards adopted by the Company for the first time during the interim period.

2.3          Critical accounting estimates and judgements

The preparation of interim consolidated financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal related actual results.

In preparing the interim financial information, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December 2022.

3              Administrative expenses

		6 months ending 30 June 2023	6 months ending 30 June 2022
Directors remuneration		6,400
Consulting and advisory fees		32,167	8,257
Legal Fees		-	23,689
Accounting fees		77,500	86,858.
Exchange fees		-	-
Exploration Costs		-	3,656
Other expenditure		2,826	38,085
Closing balance		118,893	184,017

4              Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the loss attributable to equity holdings of Metals One by the weighted average number of ordinary shares in issue during the period.

		6 months ending 30 June 2023	6 months ending 30 June 2022
(Loss)/ Profit  attributable to equity holdings of Metals One		(118,893)	(154,371)
Weighted number of ordinary shares in issue		19,750,000	18,597,222
Basic & dilutive earnings per share from continuing operations - pence		(0.60)	(0.83)

There is no difference between the diluted loss per share and the basic loss per share presented as there are no dilutive financial instruments.

5              Share capital

	Number of shares	Ordinary shares	Share premium	Total
		£	£	£
Balance at 31 December 2021	17,250,000	172,500	299,259	471,759

Proceeds from shares issued	2,500,000	25,000	75,000	100,000
Balance at 31 December 2022	19,750,000	197,500	374,259	571,759
Movement during the period	-	-	-	-
Balance at 30 June 2023	19,750,000	197,500	374,259	571,759

6              Related party transactions

Provision of services

During the period £15,000 (2022: £57,108) was incurred for the provision of corporate finance services from Orana Corporate LLP, an entity related to director Daniel Maling. These services relate to management of the IPO as well as provision of accounting and company secretarial services.  £14,573 (2022 :£17,200) was incurred for consulting and director fees from director Jonathan Owen.

7              Capital Commitments

There were no commitments under operating leases at 30 June 2023.

8              Contingent Liabilities

Following the successful IPO subsequent to the end of the period, the following contingent liabilities exist for Metals One to the respective entities:

3 Mile Beach Limited

-       £875,000 payable in shares contingent on completion of proposed transaction

-       £135,000 payable in cash on completion of proposed transaction

Bluejay Mining Plc

-       £3,125,000 payable in shares contingent on completion of proposed transaction

-       £150,000 payable in cash on completion of proposed transaction

-       £1,000,000 payable in shares on certain milestones

Scandinavian Resource Holdings Pty Ltd

-       £3,000,000 payable in shares contingent on completion of proposed transaction £100,000 payable in cash on completion of proposed transaction

-       £250,000 in stage 1 deferred consideration payable upon Kingsrose Mining Limited completing 5,000 metres of drilling in respect of Licenses to assess nickel sulphides

-       £250,000 in stage 2 deferred consideration payable upon Kingsrose Mining Limited spending an additional $4 million after completion of Stage 1

These amounts were contingent on the successful admission of the Company to trading on AIM ("proposed transaction") which completed on 31 July 2023.

Other than those listed above there were no further contingent liabilities at 30 June 2023.

9              Events subsequent to period end

Fundraising and Initial Public Offering (IPO) on AIM market

On 31 July 2023 the Company completed its Initial Public Offering (IPO) and listed on the AIM market. The Company raised gross proceeds of £2,200,000 through the issue of 44,000,000 shares at £0.05p per share.

As part of the IPO the Company agreed to grant the below Warrants.

Warrant Issue	Number of Warrants	Date of Grant	Exercise Price	Exercise Period
Founder Warrants	7,000,000	Date of Admission	Fundraising Price	From date of Admission until 2nd anniversary of Admission
Loyalty Warrants	22,000,000	Date of Admission	£0.09	2 years from Admission
SI Capital Warrants	293,000	Date of Admission	Fundraising Price	2 years from Admission
Shard Capital Warrants	610,300	Date of Admission	Fundraising Price	3 years from Admission
BCL Warrants	2,000,000	Date of Admission	Fundraising Price	5 years from Admission
Orana Warrants	2,084,500	Date of Admission	Fundraising Price	5 years from Admission
Gunsynd Warrants	1,500,000	Date of Admission	Fundraising Price	3.5 years from Admission
SRH Warrants	7,500,000	Date of Admission	£0.09	5 years from Admission
FinnAust Warrants	7,500,000	Date of Admission	£0.09	5 years from Admission
Fee Warrants	2,350,000	Date of Admission	£0.09	2 years from Admission
TOTAL:	52,873,500

Appointment of directors

Upon the successful admission to the AIM market the following people were appointed as directors of the Company:

·      Alastair Raoul Clayton (Non-Executive Chairman)

·      Craig Moulton (Independent Non-Executive Director)

·      Sara Katja Emilia Minchin (Independent Non-Executive Director)

·      Kaj Thomas Levin (Non-Executive Director)

·      Winton William Willesee (Non-Executive Director)

Acquisition of  Scandinavian Resource Holdings (SRH) and Finaust Northern Mining Oly (FMN)

On 31 July 2023 the Company entered into the FMN SPA, to acquire the entire issued share capital of FMN (an indirect subsidiary of AIM traded Bluejay Mining Plc and the current holder of exploration permit applications with respect to the Black Schist Project in Finland), and the SRH SPA to acquire the entire issued share capital of SRH (the holder of a 80% interest in the SRH JVCo, which holds a 100% legal and beneficial interest in the Brownfield Råna Project in Norway).

The Company has entered into a subscription and shareholders' agreement in relation to FinnAust, pursuant to which AIM traded Gunsynd has agreed to conditionally subscribe for such number of shares in the capital of FinnAust as is equal to 25% of the voting rights of FinnAust, at an aggregate subscription price of £1,000,000.

Meanwhile SRH has, pursuant to the Kingsrose Agreement, agreed to Kingsrose or the Kingsrose Nominee gaining an increasing equity interest in the SRH JVCo over four potential stages, subject to meeting expenditure obligations in relation to the Brownfield Råna Project and certain other obligations.

Accordingly, on Admission, the Company will initially hold an 80% beneficial interest in the Brownfield Råna Project which could be diluted to a 15% beneficial interest on full satisfaction and completion of the four potential farm-in stages pursuant to the Kingsrose Agreement and a 100% beneficial interest in the Black Schist Project which could be diluted to a 75% beneficial interest pursuant to the Gunsynd Farm-In.

The initial estimate of the fair value of the assets acquired and liabilities assumed of SRH at the date of acquisition based upon the SRH balance sheet at 31 July 2023 are as follows:

	£
Trade and other receivables	31,689
Cash and cash equivalents	52
Exploration assets	11,846
Total identifiable net assets acquired	43,587
Consideration	3,811,651
Goodwill acquired	3,768,063

The initial estimate of the fair value of the assets acquired and liabilities assumed of FMN at the date of acquisition based upon the FMN balance sheet at 31 July 2023 are as follows:

	£
Trade and other receivables
Cash and cash equivalents	7,055
Trade and other payables	(5,694)
Total identifiable net assets acquired	1,361
Consideration	5,496,452
Goodwill acquired	5,495,091

APPENDIX 1

FINNAUST MINING NORTHERN OY ("FAMN")

STATEMENT OF PROFIT AND LOSS

		Unaudited 6 months ending 30 June 2023	Unaudited 6 months ending 30 June 2022
	Note	£	£
Continuing Operations
Administrative expenses		(247)	(253)
Operating loss		(247)	(253)
Loss before taxation
Income tax expense		-	-
Loss for the period from continuing operations		(247)	(253)
Other comprehensive income		(4,090)	(277)
Total comprehensive profit for the period attributable to shareholders from continuing operations		(4,337)	(530)
Basic & dilutive earnings per share - pounds	6	(2.47)	(2.53)

The accompanying notes form part of the Interim Financial Information.

FINNAUST MINING NORTHERN OY

STATEMENT OF FINANCIAL POSITION

		Unaudited As at 30 June 2023	Unaudited As at 31 Dec 2022
	Note	£	£
CURRENT ASSETS
Cash and cash equivalents		7,083	9,244
Total current assets		7,083	9,244
TOTAL ASSETS		7,083	9,244
EQUITY
Share capital	7	2,055	2,055
Other reserves		3,079,029	3,079,029
Foreign Exchange Reserve		153,009	157,160
Retained Earnings		(3,232,753)	(3,234,950)
TOTAL EQUITY		1,340	3,294
CURRENT LIABILITIES
Borrowings		5,743	5,950
TOTAL CURRENT LIABILITIES		5,743	5,950
TOTAL LIABILITIES		5,743	5,950
TOTAL EQUITY AND LIABILITIES		7,083	9,244

The accompanying notes form part of the Interim Financial Information.

FINNAUST MINING NORTHERN OY

STATEMENT OF CASH FLOWS

	Unaudited 6 months ending 30 June 2023	Unaudited 6 months ending 30 June 2022
	£	£
Cash flow from operating activities
Loss for the period	(247)	(253)
Adjustments for:
Changes in working capital:
Increase in trade and other payables	(1,860)	650
Net cash outflow from operating activities	(2,107)	397
Net decrease in cash and cash equivalents	(2,107)	397
Cash and cash equivalents at beginning of the period	9,244	8,631
Foreign exchange impact on cash	(54)	66
Cash and cash equivalents at end of the period	7,083	9,094

The accompanying notes form part of the Interim Financial Information

FINNAUST MINING NORTHERN OY

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1              General information

FinnAust Mining Northern Oy ("FAMN") is a Finnish limited company (2352762-2) incorporated under the Finnish Limited Liability Companies Act. FAMN was incorporated on 16 August 2010.

The principal activity of FAMN is to seek suitable investment opportunities to explore & develop assets in the natural resources sector.

2              Basis of preparation and accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Information as were applied in the Historical Financial Information including in the Metals One PLC admission document except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

 The Condensed Interim Financial Information is presented in £ unless otherwise stated, which is FAMN's presentational currency. FAMN's functional currency is the Euro.

3              Going concern

The Condensed Interim Financial Information has been prepared on a going concern basis, which assumes that FAMN will have access to sufficient liquid resources to enable them to continue in operational existence for the foreseeable future and not less than twelve months from the date of signing this report.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 18 months and the Condensed Interim Financial Information does not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

4              New standards , amendments and interpretations

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IFRS 16	Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)	1 January 2024
IAS 7	Financial instruments : Disclosures	1 January 2024
IAS 1	Classification of Liabilities as Current or Non-Current.	1 January 2024

5              Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Information, the directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The directors have concluded that there are no key assumptions concerning sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

6              Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the profit attributable to equity holdings of FAMN by the weighted average number of ordinary shares in issue during the period.

	30 June 2023	30 June 2022
	£	£
Loss attributable to shareholders of FAMN	(247)	(253)
Weighted number of ordinary shares in issue	100	100
Basic & dilutive earnings per share from continuing operations - pounds £	(2.47)	(2.53)

There is no difference between the diluted loss per share and the basic loss per share presented as there are no dilutive instruments in issue during any of the periods.

7              Share Capital

	Number of shares	Ordinary shares	Total
		£	£
On Incorporation	100	2,055	2,055
Balance at 31 December 2022	100	2,055	2,055
Balance at 30 June 2023	100	2,055	2,055

On incorporation FAMN issued 100 shares at 25 EUR per share.

Share capital is translated into £GBP as of the date of incorporation on 16 August 2010. The value has not been revalued to adjust for exchange rate fluctuations over the multiple periods.

8              Related party transactions

During the period there were no related party transactions.

9              Events subsequent to period end

On 31 July 2023 the Metals One PLC entered into the FMN SPA with the shareholders of the Company, to acquire the entire issued share capital of FMN.

Refer to Note 9 of the Metals One PLC Interim Financial statements for further information

There have been no events subsequent to period end requiring disclosure.

10           Capital Commitments

There were no capital commitments as at 30 June 2023.

11           Contingent Liabilities

There were no contingent liabilities as at 30 June 2023.

APPENDIX 2

SCANDINAVIAN RESOURCES HOLDINGS

STATEMENT OF PROFIT AND LOSS

		Unaudited 6 months ending 30 June 2023	Unaudited 6 months ending 30 June 2022
	Note	£	£
Continuing operations
Other income	6	10,761	97,782
Administrative expenses		(11,805)	(133,363)
Operating (loss)/ profit		(1,044)	(35,581)
(Loss) / Profit before taxation
Income tax expense		-	-
(Loss)/ profit for the period from continuing operations		(1,044)	(35,581)
Other comprehensive income		(4,803)	(43,111)
Total comprehensive profit for the year attributable to shareholders from continuing operations		(5,847)	78,692
Basic and dilutive earnings per share - pounds	7	(5.02)	(177.90)

The accompanying notes form an integral part of the Interim Financial Information.

SCANDINAVIAN RESOURCES HOLDINGS

STATEMENT OF FINANCIAL POSITION

		Unaudited As at 30 June 2023 £	Unaudited As at 30 June 2022 £
	Note
NON-CURRENT ASSETS
Intangible Assets		11,992	12,832
Investments		-	-
TOTAL NON-CURRENT ASSETS		11,992	12,832
CURRENT ASSETS
Cash and cash equivalents		53	57
Trade and other receivables		61,422	67,304
TOTAL CURRENT ASSETS		61,475	67,361
TOTAL ASSETS		73,467	80,193
EQUITY
Share capital	8	57	57
Foreign exchange reserve		1,540	1,836
Retained earnings		63,436	46,536
TOTAL EQUITY		65,033	48,429
CURRENT LIABILITIES
Trade and other payables		8,434	31,764
TOTAL CURRENT LIABILITIES		8,434	31,764
TOTAL LIABILITIES		8,434	31,764
TOTAL EQUITY AND LIABILITIES		73,467	80,193

The accompanying notes form an integral part of the Interim Financial Information.

SCANDINAVIAN RESOURCES HOLDINGS

STATEMENT OF CASH FLOWS

			Unaudited 6 months ending 30 June 2023 £		Unaudited 6 months ending 30 June 2022 £
	Note
Cash flow from Operating Activities
(Loss)/Profit for the financial year				(1,044)		(35,581)
Adjustments for:
Gain on disposal of exploration interests				-		(63,467)
Fees settled through issue of financial instruments				-
Foreign exchange movements				7,782		(667)
Changes in working capital:
Increase in trade and other receivables				(8,061)		(66,442)
Increase in trade and other payables				1,323		21,356
Net cash used in operating activities				-		(144,801)
Cash flow from Investing Activities
Disposal of listed equities				-		144,801
Purchases of intangible assets				-		-
Net cash used in investing activities				-		144,801
Net increase in cash and cash equivalents				-		-
Cash and cash equivalents at beginning of period				54		57
Foreign exchange impact on cash				(3)		-
Cash and cash equivalents at the end of the period				53		57

SCANDINAVIAN RESOURCES HOLDINGS

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1              General information

Scandinavian Resource Holdings Pty Ltd ("SRH") is an Australian proprietary limited company (can 630 971 112) incorporated under the Australian Corporations Act 2001. SRH was incorporated on 13 January 2019 with its registered office being at Suite 5 CPC, 145 Stirling Highway, Nedlands, Western Australia 6009.

The principal activity of SRH is to seek suitable investment opportunities to explore & develop assets in the natural resources sector.

2              Basis of preparation and accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Information as were applied in the Historical Financial Information including in the Metals One PLC admission document except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.

 The Condensed Interim Financial Information is presented in £ unless otherwise stated, which is SRH's presentational currency. SRH's functional currency is the Australian dollar.

3              Going concern

The Condensed Interim Financial Information has been prepared on a going concern basis, which assumes that SRH will have access to sufficient liquid resources to enable them to continue in operational existence for the foreseeable future and not less than twelve months from the date of signing this report.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 18 months and the Condensed Interim Financial Information does not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

4              New standards , amendments and interpretations

Standards and interpretations adopted in the period

There were no new standards or interpretations adopted by the Company in the period.

Standards and interpretations issued and not yet effective:

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IFRS 16	Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)	1 January 2024
IAS 7	Financial instruments : Disclosures	1 January 2024
IAS 1	Classification of Liabilities as Current or Non-Current.	1 January 2024

5              Critical accounting estimates and judgments

In preparing the Condensed Interim Financial Information, the directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.

The directors have concluded that there are no key assumptions concerning sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

6              Other income

		30 June 2023 £	30 June 2022 £
Sale of royalty		10,761	54,671
Proceeds from sale of interest in Rana Project		-	43,111
		10,761	97,782

7              Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the loss attributable to equity holdings of SRH by the weighted average number of ordinary shares in issue during the period.

	30 June 2023	30 June 2022
	£	£
Loss attributable to shareholders of SRH	(1,044)	(35,581)
Weighted number of ordinary shares in issue	200	200
Basic & dilutive earnings per share from continuing operations - pounds £	(5.02)	(177.90)

8              Share capital

	Number of shares	Ordinary shares	Total
		£	£
On incorporation1	100	57	57
Balance at 31 December 2020	100	57	57
Share split2	100	-	-
Balance at 31 December 2021	200	57	57
Balance at 30 June 2022	200	57	57
Balance at 30 June 2023	200	57	57

¹ On 13 January 2019 the Company issued 100 Ordinary Shares of $1 AUD per Ordinary Share.

² On 5 October 2021 there was a 2:1 share split, resulting in 200 Ordinary Shares of $0.5 AUD per Ordinary Share

9              Related party transactions

Ofoten Minerals Pty Ltd ("OM")

As SRH does not possess an operational bank account, OM has paid for expenses on behalf of SRH and has also received funds on behalf of SRH. In the  6 month period ended 30 June 2023 £12,906 of expenses were paid by OM and £11,026 of monies owed to SRH was received.  The total outstanding amount owed from SRH at 30 June 2023 was £8,443 and the amount owed to SRH at 30 June 2023 was £60,713.

10           Capital Commitments

There are no capital commitments for the period.

11           Contingent Liabilities

There are no contingent liabilities for the period.

12           Events subsequent to period end

On 31 July 2023 the Metals One PLC entered into the SRH SPA with the shareholders of the Company to acquire the entire issued share capital of SRH.

Refer to Note 9 of the Metals One PLC Interim Financial statements for further information

There have been no events subsequent to period end requiring disclosure.

 

END