Registration Number: 05227458
Corcel Plc
Annual Report and Accounts 2021
Contents
Pages
STRATEGIC REPORT ........................................................................................................................................2
COMPANY INFORMATION AND ADVISERS .....................................................................................................2
CHAIRMAN AND CEO STATEMENT ..................................................................................................................3
STRATEGIC REVIEW .........................................................................................................................................6
GOVERNANCE.................................................................................................................................................12
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT............................................................................12
QCA CODE 2018 PRINCIPLES ........................................................................................................................13
BOARD OF DIRECTORS..................................................................................................................................17
CORPORATE GOVERNANCE FRAMEWORK.................................................................................................18
MATTERS RESERVED FOR THE BOARD ......................................................................................................19
BOARD ACTIVITIES 2020-21 ...........................................................................................................................20
BOARD COMMITTEES.....................................................................................................................................20
DIRECTORS’ REPORT.....................................................................................................................................22
STATEMENT OF DIRECTORS’ RESPONSIBILITIES.......................................................................................26
INDEPENDENT AUDITOR’S REPORT.............................................................................................................27
FINANCIAL STATEMENTS ..............................................................................................................................32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................................32
CONSOLIDATED INCOME STATEMENT.........................................................................................................33
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ..................................................................34
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................35
CONSOLIDATED STATEMENT OF CASH FLOWS .........................................................................................37
COMPANY STATEMENT OF FINANCIAL POSITION.......................................................................................38
COMPANY STATEMENT OF CHANGES IN EQUITY.......................................................................................39
COMPANY STATEMENT OF CASH FLOWS....................................................................................................41
NOTES TO FINANCIAL STATEMENTS ............................................................................................................42
CORCEL PLC 1
Strategic Report
Company Information and Advisers
Nominated Adviser
WH Ireland
24 Martin Lane
London EC4R 0DR
Bankers
Coutts & Co
440 Strand
London WC2R 0QS
Registrars
Share Registrars Limited
Molex House, Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX
Accountants
Silvertree Partners LLP
3rd Floor, 14 Hanover Street
London EC2A 4EB
Tax Advisers
Cameron & Associates Limited
35-37 Lowlands Road
Harrow-on-the-Hill
Middlesex HA1 3AW
Auditor
PKF Littlejohn LLP
15 Westferry Circus, Canary Wharf
London E14 4HD
Broker
WH Ireland
24 Martin Lane
London EC4R 0DR
Directors
James Parsons
Executive Chairman
Scott Kaintz
Chief Executive Officer
Lord Henry Bellingham
Independent Non-Executive
Director
Ewen Ainsworth
Independent Non-Executive
Director
All of
Corcel Plc
(WeWork), 71-91 Aldwych House
London WC2B 4HN
Telephone
020 7747 9960
Website
www.corcelplc.com
Registered Company Number
05227458
Secretary
AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading, Berkshire RG6 1PT
Registered Office
Salisbury House
Suite 425, London Wall
London EC2M 5PS
2 CORCEL PLC
Chairman and CEO Statement
Overview
During the twelve-month period to 30 June 2021, which marked my second year as Chairman at Corcel Plc (the
“Company”, “Corcel”), we have continued building the core Net Asset Value (NAV) in our portfolio, which spans
the exciting intersection of battery metals mining and their end use in both energy storage and the electric vehicle
revolution. Despite the varied challenges of the global pandemic, this progress has included three asset
acquisitions: the Tring Road peaker plant acquired during the year in review; secondly the Avonmouth peaker
plant in the UK; and thirdly Wowo Gap Nickel / Cobalt asset acquired after the period end in PNG. The year has
also included operational progress at Mambare, where we secured the environmental permit - a critical step on
the route to a Mining Lease. Progress was also made at the Dempster Vanadium project, where operational
results highlight exceptionally good rock and soil samples, which, amongst other signs, indicate the presence
and grade of the Canol Formation and enable good formation tracking.
It is my firm belief that our strategy, leveraged to battery metals across both the upstream and downstream, is
very much the right strategy as global economies continue their drive towards electrification. I remain very excited
about this space and see Corcel continuing to position its business strategically in anticipation of the inevitable
structural price hikes in battery metals.
The Board and I want to thank our shareholders for their support during 2021, which we know has not always
been easy. We are amongst the first movers in this space in the micro-cap sector and we believe that our
shareholders will, in due course, see significant rewards from the hard miles we have covered building the
foundations to support this strategic positioning. Our commitment to transforming your company into a substantial
value generating business remains absolute.
We therefore are pleased to present the Annual Report and Accounts for the year to 30 June 2021.
Battery Metals Exploration: PNG and Canada
A key element of the Company’s strategy is to increase its exposure to critical battery metal positions (through
both acquisitions of new deposits and advanced development at Mambare) prior to the widely expected supply
crunch and associated structural price rise. Of particular focus for the Company is nickel and cobalt, which are
both core battery metals with supply deficits widely expected in the mid-2020s as the electric vehicle revolution
and economic decarbonisation gains pace.
The Company has again made good progress at its legacy Mambare nickel-cobalt project in Papua New Guinea,
where it has focused on securing a mining lease covering the project where it holds a 41% position. Various
critical milestones in this process have now been secured, with a positive outcome at the Warden’s Hearing in
July 2020 and the grant of the environmental permit in May 2021 being particularly significant. This positions
the Company and its Joint Venture partners to secure the mining lease in the near term opening up opportunities
ranging from a transaction to fast tracking DSO production.
In early 2020, the Company began the process of acquiring a second PNG nickel-cobalt project through the
acquisition of the AUD 4,761,087 corporate debt of Resource Mining Corporation Pty Ltd (ASX: RMI) (“RMI”),
the 100% owner of the Wowo Gap nickel-cobalt project. The debt was acquired, in two stages in April 2020 and
October 2020, for a highly attractive 65% discount from the face value. The Wowo Gap project, potentially highly
complementary to Mambare, is located 200km from the Papua New Guinea Capital of Port Moresby and some
150km southeast of the Company’s existing Mambare asset. The Project is held through one tenement in Papua
New Guinea, EL 1165, which expired on 28 February 2020 and (as is common in PNG) is currently under
reapplication for a further 2-year period.
Subsequent to the year end, in August 2021, the Company signed a binding but conditional share purchase
agreement with RMI to acquire 100% of the issued share capital in Australian-registered Niugini Nickel Pty Ltd,
which owns 100% of the Wowo Gap nickel-cobalt project. As consideration for the acquisition, the Company
released all liabilities and obligations in connection with its AUD 4,761,087 senior debt position in RMI. I am
delighted to report that, following a successful shareholder vote at RMI in October 2021, the Company became
100% owner of the Wowo Gap project on 18 October 2021.
CORCEL PLC 3
Chairman and CEO Statement
continued
The Company sees significant synergies between the two PNG battery metal projects and sees this acquisition
as a significant step in its evolution towards building a leading regional battery metal and nickel /cobalt business
with material scale.
The Company also successfully completed its 2020 exploration programme at the Dempster Vanadium project
in Yukon, Canada. Vanadium is another battery metal, where supply is not expected to be able to grow sufficiently
to support forthcoming demand. The results highlight exceptionally good rock and soil samples, which, amongst
other signs, indicate the presence and grade of the Canol Formation and enable good formation tracking.
Preparation work is underway for a drill programme as part of a broader vanadium focused exploration
programme in 2022.
The interests and potential combination of the Mambare and Wowo Gap assets provide a strong regional nickel-
cobalt platform of scale, which is expected, together with the Dempster Vanadium exposure, to provide material
upside to shareholders as global electric vehicle growth fuels increasing demand for nickel, cobalt and vanadium.
The Company continues to explore further acquisitions in the battery metals space designed to broaden the
Company’s current exposure to substantially all of the key battery metals going forward.
Flexible Grid Solutions
Alongside the battery metals portfolio, the Company is also materially growing its UK based energy generation
and storage portfolio.
The Company owns 100% of a 50MW battery storage project at Burwell, Cambridgeshire. In November 2021,
the Company was informed by UK Power Networks of an extension of its 100MW grid connection offer at Burwell
beyond December 2021 and also an extension of the Company’s obligation to make any payment at that date.
This extension in part reflects anticipated grid upgrade works that may be undertaken in the Burwell area, which,
if confirmed, would affect all projects in the area and likely delay the connection date of the Burwell site and
other such sites. The Company awaits further details regarding any works required and the revised connection
date and associated payment schedule and the impact that may have on the Company’s previously indicated
target of 2022 for the project to become operational. Meanwhile, the Company continues to explore access to
land and potential partnership arrangements for the project, including with the new site landowner.
In addition to its existing Burwell project, the Company announced in May 2021 the acquisition of a 40% interest
in the “shovel ready” Tring Road 50MW gas peaking project outside of Aylesbury, approximately 40 miles
northwest of London. The project has a 50MW grid connection already secured, allowing primarily export of
electricity alongside a binding option to lease and planning permission. The consideration for the purchase was
£400,000, which was satisfied by £150,000 cash and 12,026,168 new ordinary shares.
Also in May 2021, the Company announced the acquisition of exclusive rights over the “shovel ready” Avonmouth
50MW gas peaking project approximately 7 miles Northwest of Bristol. The greenfield site is located within an
established industrial estate and comprising a total of 4.36 acres. Similar to the Tring Road project, the project
has a 50MW grid connection, gas connection, planning permission and land rights. The Company has executed
a Heads of Terms with FPC Electric Land and has committed to paying £72,000 in historic costs of the project
at the time of execution of the Agreement for Lease over the site. If the project were to reach financial close,
then a further £72,000 of historic costs would be payable out of the proceeds of the project funding that would
then be in place.
The addition of the “shovel ready” Tring Road and Avonmouth projects to the existing Burwell project dramatically
bolsters the Company’s position in the increasingly competitive UK flexible energy space. We believe that gas
peaking assets of this nature are essential to assist the transition to renewables and will provide significant
trading margins given the variability of renewable energy production and the inherent volatility of UK energy
demands, as repeatedly demonstrated in Q3 and Q4 2021.
The Company has been working since May 2021 to fund these peaker projects, which are seen as critical to the
UK’s transitional energy strategy, providing flexible energy supply to support the inherent volatility of the growing
UK renewables supply, particularly wind and solar. It was announced after the year-end, in October and
4 CORCEL PLC
November 2021 that, following a comprehensive marketing process, Corcel is now in advanced discussions
with select investors to fund both Tring Road and Avonmouth. This, if successful, would be hugely accretive for
shareholders and validate the Company’s flexible grid solutions strategy and the prospects for projects currently
at early stages of development.
These energy storage and production projects, with their low-risk near-term cash flow potential, will offer Corcel
investors an attractive balance to the significant blue-sky upside of the Company’s battery metals projects and
align Corcel with one of the most significant global energy trends in the world today.
Finances
On 26 October 2020, the Company announced that it had raised £750,000 at a price of £0.01 per share.
Subsequently, on 18 February 2021, the Company announced it had agreed a funding package of equity and
debt, raising £300,000 from the issuance of 24,000,000 shares a price of £0.0125 per share. The Company also
issued 48,000,000 two-year warrants exercisable at £0.02 per share. The debt element of the funding included
a £300,000 unsecured loan facility to be drawn in 5 tranches. The loan plus a fixed coupon was repayable on
28 December 2021 and was repaid in full on 12 May 2021.
Also on 12 May 2021, the Company announced that it had agreed a new loan note to provide £500,000 through
an unsecured loan facility to be drawn down in 5 tranches. The loan plus a fixed coupon of 8% was to be payable
upon maturity, which is 31 April 2022.
Discussion of Results
The Group incurred a loss of £1.227 million in the period ended 31 June 2021. Finance costs over the year fell
to £0.065 million, reflecting interest and finance fees (2020: £0.247million). Overall, administrative costs
increased slightly for the year to £1.014 million (2020: £0.838 million).
Prospects
After a successful year with progress on all fronts we look forward to both further execution on our strategy and
enhanced recognition of the compelling opportunities our portfolio of key battery metals and transitional energy
production and storage assets offers investors.
Corcel remains committed to playing its role in the decarbonisation and electrification of the global economy,
seeking to both create value for stakeholders, while enabling development of the clean energy economy.
James Parsons
Executive Chairman
Scott Kaintz
Chief Executive Officer
CORCEL PLC 5
Strategic Review
Overview of the Business
The Company is listed on London’s AIM market (AIM:CRCL) and manages a portfolio of battery metals
exploration and development projects in Papua New Guinea and Canada, coupled with flexible energy storage
and production assets in the United Kingdom.
Business Strategy
The Company seeks to operate at the intersection of battery metals in the ground and some of the most critical
end use cases of batteries in the form of industrial energy storage projects and transitional power generation.
With the world moving ever more rapidly to decarbonisation and the associated increase in renewable power
penetration of the UK and other electrical grids, transitional energy assets such as energy storage projects and
gas peakers will be in extremely high demand for many years to come. The electrification of the global economy
will drive global battery installations in everything from cars to households and industrial sites, and this increased
demand will flow through to the raw materials required to construct them. Corcel offers investors direct exposure
to these macro trends, mixing together the industrial returns and near-term cashflows of the energy portfolio
with the blue-sky upside of the mineral exploration projects.
Principal Risks and Risk Management
Exploration and development is an inherently high-risk business, whereas developing energy storage and
production projects is significantly less risky, outlined here are some of the primary risks identified:
Exploration Risk
The Group’s business is mineral exploration, evaluation and development, which are speculative activities. There
is no certainty that Corcel will proceed to the development of any of its projects or otherwise realise their full
value. The Group aims to mitigate this risk, when evaluating new business opportunities by targeting areas of
potential, where there is at least some historical drilling or geological data available and, where leading
exploration consultants believe there is strong evidence of world class battery metal deposits.
Resource Risk
All mineral projects have risk associated with defined grade and continuity. Mineral Reserves and Resources
are calculated by the Group in accordance with accepted industry standards and codes but are always subject
to uncertainties in the underlying assumptions, which include geological projections and commodity price
assumptions. This may include variations in the style of mineralisation encountered as well as the failure to
discover economic deposits. Use of recognised international mining consultants ensures that the resources
produced by the Company use the most modern techniques and interpretation methods in order to minimise
the associated levels of uncertainty.
Environmental Risk
Exploration of a project can be adversely affected by environmental legislation and the unforeseen results of
environmental studies carried out during evaluation of a project. Any disturbance to the environment, during
exploration on any of the licence areas, will be rehabilitated in accordance with the prevailing local regulations.
Environmental consultants, where utilised, provide an extra level of focus on these risks, ensuring the Company
operates within local regulations and with an eye towards long-term environmental impacts.
Developer Risk
Development of energy projects may rely on third parties to both identify sites and to pursue the initial
development of grid connections, planning permission and lease arrangements. Reliance on third parties has
the advantage of offering exposure to the widest number of projects to be included in the Company’s pipeline,
however this exposes the Company to the risk that outsourced developers will not bring quality projects to the
Company or will not be able to develop them to shovel ready status in a professional manner. These risks can
be mitigated by performing due diligence on developer groups prior to engagement and by seeking to work only
6 CORCEL PLC
with experienced developers with a significant track record of identifying and commissioning energy storage
and production projects.
Financing and Liquidity Risk
The Group has an ongoing requirement to fund its activities through the equity capital markets. There is no
certainty such funds will be available when required by the business. To date, the Group has managed to raise
the required funds, primarily through equity placements and debt facilities.
The cost of available capital may fluctuate significantly and can include high interest rates and the requirement
to offer new equity at a discount to current prices. The Company can be affected by international financial markets
and risk appetites, low projections of future world GDP growth may depress commodity prices and perceived
future levels of demand. Supply and demand of individual commodities may also impact valuations of current
and future resources and projects in the Group portfolio.
Corporate finance planning and analysis facilitates multiple avenues to access capital and assists in lowering
overall finance costs. Expansion of capital reserves and cost reduction efforts provides the Company with
additional resilience during sector downturns.
The Directors have prepared cash flow forecasts for at least the next 12 months from the date of this report and
are confident that the Company can raise additional equity funds, if required. Nevertheless, in the event that the
Group is unable to secure further financial resources it may have a detrimental impact on the Group’s activities
and viability of its licences and projects and its ability to monetise and realise value from them.
Political Risk
All countries carry political risk that can lead to interruption of project activities. Politically stable countries can
have enhanced environmental and social risks, risks of strikes and changes to taxation, whereas less developed
countries can have, in addition, risks associated with changes to the legal framework, civil unrest and
expropriation of assets. The Company has working knowledge of the countries in which it holds exploration
licences and has appointed experienced local operators to assist the Company in its activities in order to help
reduce possible political risks wherever possible.
COVID-19
The Company recognises the uncertainty and volatility caused by the ongoing COVID-19 crisis. The health and
safety of our staff and associates is of primary concern and we have taken steps to mitigate this risk by avoiding
face to face meetings and through the greater adoption of video-conferencing and remote meetings where
possible and appropriate.
Operationally, COVID-19 has not caused significant disruptions to the Company’s projects during the year.
However, the inability to travel to our projects for site visits and related meetings has impacted the speed in
which the Company has advanced some of its initiatives, including several, which rely on governmental
processes.
Internal Controls and Risk Management
The Directors are responsible for the Group’s system of internal financial controls. Although no system of internal
financial control can provide absolute assurance against material misstatement or loss, the Group’s system is
designed to provide reasonable assurance that problems are identified on a timely basis and dealt with
appropriately. In carrying out their responsibilities, the Directors have put in place a framework of controls to
ensure as far as possible that ongoing financial performance is monitored in a timely manner, that corrective
action is taken and that risk is identified as early as practically possible, and they have reviewed the effectiveness
of internal financial controls.
CORCEL PLC 7
Strategic Review
continued
Key Performance Indicators (KPIs)
At this stage in the Company’s development, with no production or reoccurring revenues, the Directors take the
view that the KPIs that would be most useful to investors are to monitor cash balances, current assets, net
working capital and total assets. As the business develops further, the addition of KPIs will be considered and
added as appropriate.
Key Performance Indicators
Cash balance
Current Assets
Net working capital
Total Assets
2021
£’000
392
1,607
487
5,490
2020
£’000
415
595
400
4,261
Corporate Responsibility
Corcel aims to be socially and environmentally responsible, following and exceeding standards set for exploration
and investment companies around the world. As a responsible operator, the Company has developed a
Corporate Social Responsibility (“CSR”) policy that aims to align exploration and investment activities with the
expectation of local stakeholders in relation to environmental, economic and social impacts. As an explorer,
Corcel’s impact on local communities is the most significant area of focus. The firm’s CSR framework places
the emphasis on stakeholder engagement and information dissemination, ensuring the local community is aware
of the Company plans and activities where appropriate.
Governance
The Board considers sound governance as a critical component of the Company’s success and the highest
priority. The Company seeks to retain a strong non-executive presence drawn from varied backgrounds and
with well-functioning governance committees. Through the Company’s compensation policies and variable
components of employee remuneration, the Remuneration Committee of the Board seeks to ensure that the
Company’s values are reinforced in employee behaviour and that effective risk management is promoted.
Analysis by Gender
Category
Directors
Other Employees
Male
Female
4
0
0
1
Employees and Employee Development
The Company is dependent upon the qualities and skills of its employees and their commitment plays a major
role in the Company’s business success. Employees’ performance is aligned to the Company’s goals through
an annual performance review process and via incentive programmes. The Company provides employees with
information about its activities through regular briefings and other media. The Company operates a share option
scheme, operated at the discretion of the Remuneration Committee and an employee Share Incentive Plan,
operated by the Trustees of the scheme.
Diversity and Inclusion
The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-
related-disability, sexual orientation or marital status. The Company gives due consideration to all applications
and provides training and the opportunity for career development wherever possible. The Board does not tolerate
discrimination of any form, positive or negative, and all appointments are based solely on merit.
8 CORCEL PLC
Health and Safety
The Company includes Health and Safety (“H&S”) procedures and frameworks in all of its planning and field
activities, with an emphasis on top-down as well as bottom-up ownership and responsibility, quality training of
all personnel, and risk assessments that go beyond mere regulatory compliance. Comprehensive Risk
Assessments of Health and Safety Systems have been developed to identify existing risks, to implement relevant
mitigation measures and to identify new risks before they may be directly applicable to our operations. Corcel’s
H&S strategy includes project and location specific training, H&S inductions, Emergency Response Plans and
field team reporting procedures applied to Corcel’s projects worldwide.
Section 172 Statement
Section 172 (1) of the Companies Act 2006 obliges the Directors to promote the success of the Company for
the benefit of the Company’s members as a whole.
The section specifies that the Directors must act in good faith, when promoting the success of the Company
and in doing so have regard (amongst other things) to:
a.
b.
c.
d.
e.
f.
the likely consequences of any decision in the long term;
the interests of the Company’s employees;
the need to foster the Company’s business relationship with suppliers, customers and others;
the impact of the Company’s operations on the community and environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
The Company went through a period of continued development and evolution in 2020-21. The Directors worked
during the year and after the year end to double the size of the battery metals assets and to add two additional
50MW transitional energy assets, rounding out the Company’s interests in both areas and giving each business
unit the size and scale needed to be developed further. This has been combined with strategically timed equity
and debt raises designed to advance the business for the benefit of all stakeholders, including shareholders,
employees and suppliers, while minimising the effects of dilution and capital costs on shareholders and the
business more broadly.
Decision Making and Implementation
The Board is collectively responsible for the decisions made towards the long-term success of the Company
and how the strategic, operational and risk management decisions have been implemented throughout the
business is detailed in this Strategic Review on pages 6 to 11.
Employee Engagement
The Board recognises that its employees are one its key resources, which enables delivering the Company’s
vision and goals. Annual pay and benefit reviews are carried out to determine whether all levels of employees
are benefited equally and to retain and encourage skills vital for the business. The Remuneration Committee
oversees and makes recommendations of executive remuneration and any long-term share awards. The Board
encourages management to improve employee engagement and to provide necessary training in order to use
their skills in the relevant areas in the business. The Board periodically reviews the health and safety measures,
implemented in the business premises and improvements are recommended for better practices.
Employees are informed of the results and important business decisions to stimulate their engagement and are
encouraged to improve their skills and career potential.
CORCEL PLC 9
Strategic Review
continued
Suppliers, Customers and Regulatory Authorities
The Board acknowledges that a strong business relationship with suppliers and customers is a vital part of the
growth. Whilst day to day business operations are delegated to the executive management, the Board sets
directions with regard to new business ventures. The Board uphold ethical behaviour across all sectors of the
business and encourages management to seek comparable business practices from all suppliers and customers
doing business with the Company. We value the feedback we receive from our stakeholders and we take every
opportunity to ensure that where possible their wishes are duly considered.
Community and Environment
The Board recognises that the long-term success of the Company will be enhanced by good relations with
different internal and external groups and to understand their needs, interests and expectations.
Corcel is committed to sustainable natural resource investment and development worldwide and recognises a
responsibility to protect the environments in which it operates. The Company seeks to manage and mitigate
environmental risks as well as to minimise the overall impact of our operations on the people and countries in
which we operate. The Board encourages that good relations are cultivated with local governments and
communities, aiming to better understand various parties’ aspirations and ensure that the Company’s business
activities are compliant not only with local and global laws, including environmental laws, but also where possible
take account of local expectations and priorities.
Maintaining High Standards of Business Conduct
The Board places great importance on this aspect of corporate life, where failure could put the Company at risk,
and seeks to ensure that this flows through all its business interactions and at all levels of the Company. The
Board upholds the importance of sound ethical values and behaviour not only because it is important to the
Company to successfully achieve its corporate objectives and to transmit this culture throughout the organisation
but also to set a benchmark and send a signal of what it will and will not do in some of the jurisdictions in which
the Company operates.
The Company is incorporated in the UK and governed by the Companies Act 2006, the Group’s business
operations are carried out within the UK and Internationally, which requires the Company to conform with the
various statutory and regulatory provisions in the UK as well as in other locations in which it operates. The
Company has adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the ‘QCA Code’)
and the Board recognises the need to maintain a high standard of corporate governance as well as to comply
with AIM Rules to safeguard the interest of the Company’s stakeholders. The corporate governance
arrangements that the Board has adopted, together with a punctilious observance of applicable regulatory
requirements also form part of the corporate culture, requiring a standard of behaviour when interacting with
contractors, business partners, service providers, regulators and others. For example, the Company has adopted
an Anti-Corruption and Bribery Policy, Whistleblowing Policy, HR and H&S Policies that dictate acceptable
behaviour as well as the Share Dealing Code for Directors and employees, required for the AIM listed companies
and in accordance with the requirements of the Market Abuse Regulation, which came into effect in 2016. Staff
training on anti-corruption and anti-bribery is monitored and refresher courses are provided as when required to
ensure that the issues of bribery and corruption remain at the forefront of peoples’ mind.
Shareholder Engagement
The Board places equal importance on all shareholders and recognises the significance of transparent and
effective communications with shareholders. As an AIM listed company, there is a need to provide fair and
balanced information in a way that is understandable to all stakeholders and particularly our shareholders.
The Board recognises that it is accountable to shareholders for the performance and activities of the Company
and is committed to providing effective communication with its shareholders. Significant developments are
disseminated through stock exchange announcements. The changes to the Board and Board Committees,
changes to major shareholder information, QCA Code disclosure updates are promptly published on the website
to enable the shareholders to be kept abreast of the Company’s affairs. The Company’s Annual Report and
10 CORCEL PLC
Notice of Annual General Meetings (AGM) are available to all shareholders and the Interim Report and other
investor presentations are also available for the last five years and can be downloaded from the Company’s
website. In addition, press releases and updates on Twitter (@CorcelPlc) as well as Company interviews, broker
notes, video updates and presentations, all are available on the Company’s website www.corcelplc.com, where
shareholders may sign up to receive news releases directly by e-mail.
Shareholders can, COVID-19 guidance allowing, attend the Company’s Annual General Meetings, where they
can formally ask questions, raise issues and vote on the resolutions as well as engage in a more informal
one-to-one dialogue with the executive Directors.
The Strategic Report has been approved and signed on behalf of the Board.
James Parsons
Executive Chairman
05 December 2021
CORCEL PLC 11
Governance
Chairman’s Corporate Governance Statement
On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 30 June
2021. We at Corcel believe that having a solid corporate governance structure throughout the business is a vital
factor in achieving our strategic goals and creating value for our shareholders. The Board is committed to
maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance’s
Corporate Governance Code (the “QCA Code”). The Directors believe the QCA Code to be the most
appropriately recognised corporate governance code for the Company. During the year under review, the Board
continued to strive to uphold the principles of the QCA Code across the business.
Corcel follows a medium to long-term corporate strategy with the objective of identifying and developing natural
resource investments with attractive risk-weighted return profiles, primarily in the battery metals and distributed
energy space. These may include early-stage projects with higher risk and larger upside as well as more mature
and conservative investments with near-term cash flow potential. The Company delivers its business strategy
with tightly controlled overheads, supplementing its financial resources through corporate transactions, JVs and
partnerships as well as trading and disposals or exchanges for listed shares of non-core assets.
The Board upholds its responsibility to govern the Company in the best interests of all its stakeholders. The
Board takes charge of formulating, reviewing and approving the Company’s strategy, financial activities and
operational performance, whilst working closely with the executive team. The Board has established Audit and
Remuneration Committees to provide additional review and scrutiny in their respective areas. The Committees
report back to the Board, following each committee meeting and make appropriate recommendations with regard
to the matters under their purview.
The Board, as a whole, is committed to instill a culture across the Company, delivering strong values and
behaviours. Emphasis has been placed on rebuilding and strengthening all segments across the business, whilst
working within a structured governance framework. Adding value to all stakeholders has been at the forefront of
the Board and executive management’s thinking. Corcel recognises all sectors of stakeholders in delivering our
strategy and we are mindful of our responsibilities and duties to our stakeholders. A statement, detailing our
stakeholders and our engagement with them, is included in the Strategic Report on pages 6 to 11.
James Parsons
Executive Chairman
05 December 2021
12 CORCEL PLC
QCA Code 2018 Principles
The Board is committed to maintaining high standards of corporate governance and in this it is guided by the
Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The QCA Code sets out ten
principles that are listed below together with a short explanation of how the Company applies each of the
principles and reasons for any non-compliance.
Further disclosures regarding the Company’s application of the QCA Code can be found on the Company’s
website.
Principle
Corcel’s Application
Establish a strategy and business model, which
promote long-term value for shareholders
Seek to understand and meet shareholder needs and
expectations
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
Corcel follows a medium to long-term corporate
strategy, with the objective of identifying and
developing natural resource
investments, with
attractive risk weighted return profiles. The Company
has embarked on early stage exploration projects with
higher risk and larger upside as well as more mature
and conservative investments with near-term cash
flow potential, exploring the potential leveraging of its
existing portfolio of nickel-cobalt assets through
exposure to the ongoing revolution in batteries and
energy storage technologies. The Company seeks to
grow its business and make acquisitions and
disposals
to crystalise gains and enhance
shareholder value.
The Company’s Business Model and Strategy is
detailed on pages 6 to 11 of the Strategic Review.
The Company seeks to understand the varied needs
and expectations of its shareholders and recognises
that in order to ensure a good match between the
shareholder profile and the Company’s Business
Model and the plans for implementation of that model,
it needs to manage shareholder communications
clearly regarding expectations and timelines. This is
achieved by giving regular updates on developments
via RNS announcements, Twitter service, Company
interviews and meetings, both informal and formal, in
order to serve the needs of private and institutional
investors as well as analysts.
The Company also engages with shareholders and
prospective investors via the Annual General Meeting
and various physical and virtual presentations.
Corcel recognises its duties to stakeholders, including
employees, whether at the parent company or joint
venture level, and investment level business partners,
consultants and contractors as well as suppliers, service
providers and regulators. The Company strives to be a
responsible corporate citizen in all its territories of
operation and has established a range of processes
and systems to ensure that there is ongoing two-way
communication, control and feedback processes in
place to enable appropriate and timely responses to
stakeholder needs interests and expectations.
CORCEL PLC 13
QCA Code 2018 Principles
continued
Principle
Embed effective risk management, considering both
opportunities and threats throughout the organisation
Maintain the Board as a well-functioning balanced
team led by the Chair
Corcel’s Application
The Company continues to build an effective risk
management framework, which identifies the risks to
which the Company has been or could be exposed. The
Audit Committee overseas the Company’s financial
reporting, including accounting policies and internal
financial controls and is responsible for ensuring that
the financial performance of the Company is properly
monitored and reported to the Board.
Details on principal risks and
internal controls
established for Risk management are set out on
pages 6 to 11 of the Strategic Review.
The QCA Code requires that the boards of AIM
companies have an appropriate balance between
Executive and Non-Executive Directors of which at least
two should be independent. Following Nigel Burton’s
resignation as a Director in December 2020, the
Company was in a position during the first nine months
of 2021 that there was only one Non-Executive Director.
It was recognised that this was not in accordance with
the recommended governance guidelines and the
Company appointed Lord Henry Bellingham to the
Board in October 2021. As a result, the Board currently
comprises of four Directors with a 50/50 balance of
Executive and Non-Executive Directors. The two
Non-Executive Directors are both independent.
The Board, led by the Chair, has the necessary skills
their duties and
to discharge
and knowledge
responsibilities effectively. The Board is responsible for
formulating, reviewing and approving the Company’s
strategy,
financial activities and operational
performance. Day to day management is delegated to
the Executive Directors, responsible for consulting the
Board on all significant financial and operational
matters. The Board approves the annual budget and
amendments to it, issues of shares or other securities
and all significant acquisitions and disposals.
The Board believes that it is in the best interests of
the Company to have the role of the Chairman as an
executive position, given the early stage of growth of
the business and the entrepreneurial skills required to
secure value growth.
14 CORCEL PLC
Principle
Corcel’s Application
The Board meets as regularly as necessary and also
has established an Audit Committee and a
Remuneration Committee to provide support in these
specific areas. The attendance of the Board and
Committee meetings are set out in on page 18 of the
Annual Report. During the first part of 2021, when the
Company had only one Non-Executive Director, Ewen
the Executive Directors supported
Ainsworth,
Mr. Ainsworth with the discharging of the committee
duties. Upon the appointment of Lord Bellingham both
Executive
and
Lord Bellingham joined the Committees.
Directors
stepped
down
Ensure that between them the Directors have the
necessary up-to-date experience, skills and
capabilities
Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement
Further details of the Companies application of the
principal Five are set out in the QCA Code disclosures
published on the Company’s website.
The Board consists of four Directors: two Executives and
two Independent Non-Executives and the Company
believes that there is a strong balance of resource
sector, technical, financial, accounting, legal and public
markets skills. The profiles of the Board of Directors are
included on page 17 of the Annual Report.
Whilst the Board has not undertaken collectively any
formal training, this is something that will be considered
as the business grows and the Board is further
established. The Directors have a wide knowledge of
the business and requirements of Directors’ fiduciary
duties. The Directors receive briefings and updates
from the Company’s advisors (legal, auditors, NOMAD
and broker) on developments and initiatives as they
deem appropriate. The Company’s auditors brief the
Audit Committee on accounting and regulatory
developments, impacting the Company. Individual
Directors may engage external advisors at the expense
of the Company upon approval by the Board in
appropriate circumstances.
CORCEL PLC 15
QCA Code 2018 Principles
continued
Principle
Promote a corporate culture that is based on ethical
values and behaviours
Corcel’s Application
The Company aims to ensure an open and respectful
dialogue with shareholders and other interested parties
for them to have the opportunity to express their views
and expectations for the Company. In this dialogue, the
importance of sound ethical values and behaviour is
emphasised, both because it is important if the
Company is to successfully achieve its corporate
objectives that this culture is transmitted through the
organisation, and also to set a benchmark and send a
signal of what it will and will not do in some of the
jurisdictions in which the Company operates.
The Board places great importance on this aspect of
corporate life, where failure could put the Company at
risk, and seeks to ensure that this flows through all its
business interactions and at all levels of the Company.
The Company has adopted an Anti-Corruption and
Bribery Policy, Whistleblowing Policy, HR and H&S
Policies that dictate acceptable behaviour as well as
the Share Dealing Code for Directors and employees,
required for the AIM listed companies and in
accordance with the requirements of the UK Market
Abuse Regulations.
The Company has a zero-tolerance approach to
bribery and corruption and has an Anti-Bribery Policy
in place to protect the Company, its employees and
those third parties to which the business engages with.
Employees and the Board are reminded of their
obligations regularly.
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the Board
The Company’s governance structure,
including
matters reserved for the Board, is set out on
pages 18 to 19 of the Annual Report.
The Board recognises that it is accountable to
shareholders for the performance and activities of the
Company and Group and, to this end, is committed to
providing
the
shareholders of the Company.
communication with
effective
The Company’s financial and operational performance
are summarised in the Annual Report and the Interim
Report, with regular updates on significant matters are
disseminated to the shareholders via Stock Exchange
announcements. The Company’s stakeholders are kept
up to date through descriptions of projects, press
comments, broker notes, video updates and various
presentations published on the Company’s website.
Communicate how the Company is governed and is
performing by maintaining a dialogue with
shareholders and other relevant stakeholders
16 CORCEL PLC
Board of Directors
James Parsons
Executive Chairman
In addition to his role as Executive Chairman of Corcel, James is currently Executive Chairman of Ascent
Resources Plc and Non-Executive Chairman at Echo Energy Plc and Coro Energy Plc. James has over 20 years’
experience in the fields of strategy, management, finance and corporate development in the energy industry.
He started his career with the Royal Dutch Shell Group, where he spent 12 years with Shell working in Brazil,
the Dominican Republic, Scandinavia, the Netherlands and London. James was previously Chief Executive at
Sound Energy Plc for 8 years, is a qualified accountant and has a BA Honours in Business Economics.
Scott Kaintz
Chief Executive Officer
Scott Kaintz has over 10 years of experience managing and operating natural resource development companies.
He has a degree in Russian Language and Russian Area Studies from Georgetown University and MBA degrees
from London Business School and Columbia Business School. He started his career as a US Air Force Officer
and analyst working across Europe, the Middle East and Central Asia. Scott has held operational and managerial
roles in the defense industry and worked in corporate finance and investment funds in London, focusing primarily
on capital raising efforts and debt and equity investments in small-cap companies. Scott is also a Non-Executive
Director of Red Rock Resources Plc, listed on AIM, and an Executive Director of Curzon Energy Plc listed on
the Standard List of the London Stock Exchange.
Ewen Ainsworth
Independent Non-Executive Director
Ewen Ainsworth is an experienced AIM company Director. In addition to his role with Corcel, he is currently
Non-Executive Director at Ascent Resources Plc. He is currently CEO of Discovery Energy Limited, an advisory,
consultancy and Investment Company and has worked in a variety of senior and board-level roles in the natural
resource sector for over 30 years, most recently as Finance Director for San Leon Energy Plc and previously
Gulf Keystone Petroleum Limited. He qualified as a chartered management accountant, before moving into
leading commercial roles. He holds a degree in Economics and Geography from Middlesex University and is a
member of the Energy Institute.
Lord Henry Bellingham
Independent Non-Executive Director
Lord Bellingham has enjoyed a distinguished Parliamentary career of almost 40 years and held a number of
senior positions including: Foreign Office Minister for Africa, The UN, Caribbean, Overseas Territories and Conflict
Issues, Chairman of the Westminster Foundation for Democracy, Chairman of the All-Party Group on the
Commonwealth, and the Prime Minister’s Trade Envoy to Libya. In 2016, he was Knighted in the New Year
Honours list for Parliamentary and Political Service. He sits in the House of Lords after being awarded a Life
Peerage in 2020. In addition to his Parliamentary career, Lord Bellingham has held several non-executive roles
on AIM companies and, until recently, was Non-Executive Chairman of Pathfinder Minerals Plc since 2014. Prior
to entering Parliament, Lord Bellingham practised as a barrister, having graduated from Magdalene College,
Cambridge with a master’s degree in Law.
CORCEL PLC 17
Corporate Governance Framework
Role of the Board
The Board has a responsibility to govern the Company rather than to manage it and in doing so act in the best
interests of the Company as a whole. Each member of the Board is committed to spending sufficient time to
enable them to carry out their duties as a Director. Non-Executive Directors receive formal letters of appointment
setting out the key terms, conditions and expectations of their appointment.
Responsibilities of the Board
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities
and operating performance. Day to day management is devolved to the Chief Executive Officer, who is charged
with consulting the Board on all significant financial and operational matters.
Board of Directors
The Board of Directors currently comprises four Directors: James Parsons, Executive Chairman and Scott Kaintz,
Chief Executive Officer, together with two Independent Non-Executive Directors: Lord Henry Bellingham,
Non-Executive Director and Ewen Ainsworth Non-Executive Director.
The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of
the QCA Code have been implemented to an appropriate level. The Board maintains regular contact with its
advisers and public relations consultants in order to ensure that the Board develops an understanding of the
views of major shareholders about the Company.
The Executive Chairman is part time and devotes at least two days per week to the business of the Company.
The Chief Executive Officer has two additional directorships, which are deemed not to conflict with the business
of the Company or his time commitment. The Non-Executives have a lesser time commitment and it is anticipated
that each of the Non-Executive Directors will dedicate not less than 6 days a year to the Company.
All Directors have access to the advice of the Company’s solicitors and the Company Secretary, necessary
information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively and
all Directors have access to independent professional advice at the Company’s expense as and when required.
Board Meetings
The Board meets regularly throughout the year. During the year ended 30 June 2021, the Board had 5 scheduled
meetings together with additional ad hoc meeting as and when the business required.
Board Meeting Attendance
The Directors’ attendance at scheduled and ad hoc Board meetings and Board Committees during the year
ended 30 June 2021 is detailed in the table below:
Director
James Parsons (Chairman)
Scott Kaintz
Nigel Burton**
Ewen Ainsworth
Total meetings
Board- Scheduled
Meetings (5)
5
5
2
5
5
Board Ad Hoc
Meeting (14)*
14
14
4
14
14
Audit
Committee (2)
–
1
1
2
2
Remuneration
Committee (2)
1
–
1
2
2
* Ad hoc meetings: Additional meetings called for a specific matter either relating to a particular operational matter or of a more
administrative nature.
** Nigel Burton resigned from the Board on 18 December 2020.
18 CORCEL PLC
Matters Reserved for the Board
•
•
•
•
•
•
•
•
•
•
•
•
Strategy and Management (responsibility for the overall leadership of the Company and setting the
Company’s values and standards, responsibility for the reputation of the Company, approval of the
Company’s strategic aims and objectives, approval of the Company’s annual operating and capital
expenditure budgets and any material changes to them, review of performance in the light of the
Company’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective
action is taken, extension on the Company’s activities into new business or geographical areas, any
decision to cease to operate all or any material part of the Company’s business);
Structure and Capital (major changes to the Company’s corporate structure, changes to the Company’s
management and control structure, any changes to the Company’s listing);
Financial Reporting and Controls (approval of half yearly, interim management statements and any
preliminary announcements of final year results, approval of the annual report and accounts, approval of
any significant changes in accounting policies or practices, approval of treasury policies, including foreign
currency exposure and the use of financial derivatives);
Internal Controls (ensuring maintenance of a sound system of internal control and risk management,
including a) reviewing the effectiveness of the Company’s risk and control processes to support its strategy
and objectives; b) reviewing the Company’s risk register; and c) approving an appropriate statement for
inclusion in the annual report);
Contracts (major capital contracts, contracts, which are material, strategically or by reason of size,
entered into by the Company or any subsidiary in the ordinary course of business);
Communication (approval of resolutions and corresponding documentation to be put forward to
shareholders at a general meeting, approval of all circulars and prospectuses);
Board Membership and Other Appointments;
Remuneration (determining the remuneration policy for the Directors and other senior Executives,
determining the remuneration of the Non-Executive Directors, introduction of new share incentive plans
or major changes to existing plans, for approval);
Delegation of Authority (the division of responsibilities between the Chairman, the Chief Executive and
other Executive Directors, approval of terms of reference of Board Committees, receiving reports from
Board Committees on their activities);
Corporate Governance Matters (review of the group’s overall corporate governance arrangements);
Policies (approval of group policies);
Other (approval of the appointment of the Company’s principal professional advisers, prosecution,
defence of settlement of litigation involving above £5m or being otherwise material to the interests of the
Group, approval of the overall levels of insurance for the Company, including Director’s and Officers’
Liability Insurance).
CORCEL PLC 19
Board Activities 2020-21
The Board is responsible for full and effective control over the Company. The Board holds regular meetings at
which financial, operational and strategic goals are considered and decided upon.
2020-21 Board Activities:
•
Conducted Exploration Programme at Dempster Vanadium Project
•
•
•
•
•
•
•
Acquired AUD4.76M Debt Position in ASX Listed RMI
Converted RMI Debt Position to 100% Interest in Wowo Gap Nickel/Cobalt Project
Acquired 100% Interest in the 50MW Burwell Energy Storage Project
Acquisition of a 40% Interest in the 50MW Tring Road Gas Peaker Project
Grant of Environmental Permit at Mambare Nickel-Cobalt Project
Agreed an Option to Acquire a 100% Interest in the 50MW Avonmouth Gas Peaker
Minimised Investor Dilution from Funding Activities
2021-22 Board Focus:
•
Complete Refinancing of December 2021 Debt Position
•
•
•
•
•
•
•
•
Complete Wowo Gap Project Handover, Upgrade JORC and Apply for Mining Lease
Explore Synergies with Mambare Nickel/Cobalt Project
Reach Financial Close on Tring Road and Avonmouth Gas Peaker Projects
Advance Burwell Energy Storage Project
Expand and Improve Wider Transitional Energy Project Pipeline
Improve Linkages Between Battery Metal Projects and Transitional Energy Projects
Increase Market Understanding of Existing Value Proposition
Leverage Investors to the Growth of Batteries and Global Decarbonisation
Board Committees
The Board has established the following committees, each of which has its own terms of reference:
Audit Committee
The Audit Committee considers the Group’s financial reporting, including accounting policies, and internal
financial controls. It is responsible for ensuring that the financial performance of the Group is properly monitored
and reported on. The Audit Committee meets at least twice a year, once with the auditors, and is comprised of
Ewen Ainsworth Independent Non-Executive Director as Chairman and Lord Henry Bellingham, Independent
Non-Executive Director. The Auditors and other personnel attend the Committee as requested by the Committee.
During the past year, the Audit Committee has reviewed its terms of reference, which were approved by the
Board and can be found on the Company’s website. A review of the Company’s policies was also undertaken
and is monitored on an annual basis. The Committee will continue to build upon the risk management framework
as the business grows and develops.
It is the responsibility of the Committee to review the annual and half-yearly financial statements, to ensure that
they adequately comply with appropriate accounting policies, practices and legal requirements, to recommend
to the Board their adoption and to consider the independence of and to oversee the management’s appointment
of the external auditors.
20 CORCEL PLC
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board on Executive Directors’
remuneration. It currently comprises the Independent Non-Executive Director Ewen Ainsworth as Chairman and
Lord Henry Bellingham, Independent Non-Executive Director. Lord Bellingham will assume the role of Chairman
of this committee during the next calendar year. The Executive Directors and other senior personnel attend
meetings as requested by the Committee, which meets at least twice a year. The Remuneration Committee
considers the performance of the Executive Directors in line with those targets set at the beginning of the year
within the Company’s scorecard.
During the past year, the Remuneration Committee has reviewed its terms of reference, which were approved
by the Board and can be found on the Company’s website.
CORCEL PLC 21
Directors’ Report
The Directors present their Annual Report on the affairs of the Group and the Parent Company, together with
the Group Financial Statements for the year ended 30 June 2021.
Principal Activities
The Company was incorporated for the purpose of pursuing development of and investment in mineral
exploration projects with a particular focus on base-metals. Company’s current portfolio includes exploration
and development of natural resources and battery metals as well as development of transitional energy
production and storage projects.
Strategic Report
The Company is required by the Companies Act 2006 to include a Strategic Report in its Annual Report.
The information that fulfils this requirement can be found in the Annual Report on pages 6 to 11.
Business Review and Future Developments
The business review and future developments are dealt with in the Chairman’s Statement and in the Strategic
Review on pages 3 to 11.
Fundraising and Share Capital
During the year, cash of £1,050,000, gross before deducting the associated transaction costs, (2020: £1,521,000)
was raised by the issue of new equity of 99,000,000 (2020: 205,454,410) new ordinary shares and warrants
totalling 153,576,923 (2020: 55,723,206); further details are given in Note 17.
Results and Dividends
The Group’s results are set out in the Group Income Statement on page 33. The audited Financial Statements for
the year ended 30 June 2021 are set out on pages 32 to 80. The Group made a loss after taxation of £1.224 million
(2020: loss of £1.508 million). The Directors do not recommend the payment of a dividend (2020: nil).
Directors
The Directors, who served during the period and following the year end, are as follows:
James Parsons
Scott Kaintz
Lord Henry Bellingham
Ewen Ainsworth
Nigel Burton
Appointed
Resigned
23.12.2019
21.11.2011
15.07.2021
24.06.2019
–
–
–
–
18.12.2020
The interests of the Board in the shares of the Company as at 30 June 2021 were as follows:
Ordinary shares
3,089,773
4,325,219
2,253,429
As percentage
of issued
share capital
0.80%
1.12%
0.59%
Options
3,040,567
3,164,767
–
Warrants
2,381,250
2,185,417
1,281,250
James Parsons
Scott Kaintz
Ewen Ainsworth
22 CORCEL PLC
The interests of the Board in the shares of the Company as at 30 June 2020 were as follows:
James Parsons
Scott Kaintz
Ewen Ainsworth
Nigel Burton
Ordinary shares
2,289,773
2,013,791
2,253,429
122,312
As percentage
of issued
share capital
1.21%
1.06%
1.19%
0.06%
Options
3,040,567
3,164,767
–
–
Warrants
781,250
594,508
1,281,250
–
Substantial Shareholdings
On 30 June 2021, the following were registered as being interested in 3% or more of the Company’s Ordinary share
capital:
Base Asia Pacific Ltd
Interactive Investor Services Nominees Ltd – Designation SMKTISAS*
Hargreaves Lansdown (Nominees) Limited – Designation 15942*
Align Research Limited
Barclays Direct Investing Nominees Limited- Designation Client1*
Interactive Investor Services Nominees Limited – Designation SMKTNOMS*
Hargreaves Lansdown (Nominees) Limited – Designation HLNOM*
Hargreaves Lansdown (Nominees) Limited – Designation VRA*
Winterflood Securities Ltd – Designation WINSCREP*
Monecor (London) Limited
Arlington Energy Limited
* client accounts
Ordinary
shares of
£0.0001 each
Percentage
of issued
share capital
37,000,000
30,135,396
27,811,040
24,567,692
21,860,472
19,506,020
18,494,418
17,748,316
12,592,644
12,296,999
12,026,168
9.62
7.83
7.23
6.38
5.68
5.07
4.81
4.61
3.27
3.20
3.13
Management Incentives
In the year to 30 June 2021, the Company has granted no options over its ordinary shares (2020: 6,081,134).
As at 30 June 2021, 6,212,534 options were outstanding (2020: 6,212,534).
In addition, the Company operates a tax efficient Share Incentive Plan, a government approved scheme, the
terms of which provide for an equal reward to every employee, including Executive Directors, who had served
for three months or more at the time of issue. The terms of the plan provide for:
•
•
•
each employee to be given the right to subscribe any amount up to £150 per month with Trustees, who
invest the monies in the Company’s shares;
the Company to match the employee’s investment by contributing an amount equal to double the
employee’s investment; and
the Company to award free shares to a maximum of £3,600 per employee per annum.
The subscriptions remain free of taxation and national insurance if held for five years. Further details on share
options and Share Incentive Plan are set out in Note 18 to the Financial Statements.
CORCEL PLC 23
Directors’ Report
continued
Directors’ Remuneration
The remuneration of the Executive Directors, paid during the year, was fixed on the recommendation of the
Remuneration Committee. The remuneration of the Non-Executive Directors, paid during the year, was fixed on
the recommendation of the Executive Directors. Remuneration levels reflected the need to maximise the
effectiveness of the Company’s limited resources during the year.
Fees paid to each Director, for the year ended 30 June 2021, are set out in Note 8 to the Financial Statements.
The Chief Executive Officer is entitled to participate in the Share Incentive Plan.
The Company also offers a Group Personal Pension Scheme for all eligible employees, including the Executive
Directors. The Scheme is an insured, defined contribution arrangement with all members entitled to an employer
pension contribution equivalent to 8% of basic salary, subject to the individual agreeing to make a minimum
contribution to the Scheme equivalent to 2.4% of basic salary (subject to statutory and regulatory conditions).
The Scheme is available on a Salary Sacrifice basis, with 100% of the employer national insurance saving
passed on to the member by way of an enhanced employer contribution to the Scheme, of an equivalent amount.
Corporate Governance Statement and QCA Code
Corporate Governance Statement and QCA Corporate Governance principles are set out in the Annual Report
on pages 12 to 16.
Control Procedures
The Board has approved financial budgets and cash forecasts. In addition, it has implemented procedures to
ensure compliance with accounting standards and effective reporting.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary companies may have on the environment. The
Company ensures that it and its subsidiaries, at a minimum, comply with the local regulatory requirements and
the revised Equator Principles, the industry standard for environmental and social risk.
Employment Policies
The Group is committed to promoting policies, which ensure that high calibre employees are attracted, retained
and motivated, to ensure the on-going success for the business. Employees, and those who seek to work within
the Group, are treated equally, regardless of sex, marital status, creed, colour, race or ethnic origin.
Health and Safety
The Group’s aim is to achieve and maintain a high standard of workplace safety. In order to achieve this objective,
the Group provides training and support to employees and sets demanding standards for workplace safety.
Being an exploration company with very mobile staff personnel, the Company maintains and follows Emergency
Response and Evacuation Plans (“EREP”) in all its projects.
Going Concern
It is the prime responsibility of the Board to ensure the Company and the Group remains a going concern.
At 30 June 2021, the Group had cash and cash equivalents of £0.392 million and £0.818 million of borrowings
and, as at the date of signing these Financial Statements the, cash balance was £0.341 million. Current
borrowings of £729,000 of principal are due 23 December 2021 and at time of publication of this report are in
the process of being refinanced to December 2022. The Directors anticipate having to raise additional funding
over the course of the financial year.
24 CORCEL PLC
Having considered the prepared cashflow forecasts and the Group budgets, which includes the possibility of
Directors reducing or foregoing their salaries if required, the progress in activities post year-end, including an
anticipated fundraise, the Directors consider that they will have access to adequate resources in the 12 months
from the date of the signing of these Financial Statements. As a result, they consider it appropriate to continue
to adopt the going concern basis in the preparation of the Financial Statements.
Should the Group be unable to continue trading as a going concern, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for further liabilities, which might arise,
and to classify non-current assets as current. The Financial Statements have been prepared on the going
concern basis and do not include the adjustments that would result if the Group was unable to continue as a
going concern. Due to the factors described above, a material uncertainty exits, which may cast significant doubt
on the Group and the Company’s ability to act as a going concern. The auditors have made reference to this
within their Audit Report. More details surrounding this may be found in the Audit Report on page 27.
Events After the Reporting Period
Events after the reporting period are set out in Note 25 to the Financial Statements.
Independent Auditors
At the AGM of the Company held in December 2020, PKF Littlejohn LLP were re-appointed as auditors for the
coming year.
Disclosure of Information to Auditors
Each of the persons, who is a Director at the date of approval of this Annual Report, confirms that:
•
•
so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
the Director has taken all the steps that he ought to have taken as a Director in order to make himself
aware of any relevant audit information and to establish that the Company’s auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the
Companies Act 2006.
By order of the Board
James Parsons
Executive Chairman
05 December 2021
CORCEL PLC 25
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Directors’ Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Company Financial Statements for each financial
year. The Directors are required by the AIM Rules of the London Stock Exchange to prepare Group Financial
Statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European
Union (“EU”) and have elected under company law to prepare the Company Financial Statements in accordance
with IFRS as adopted by the EU.
Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the
Group and Company for that period.
In preparing the Group and Company Financial Statements, the Directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable IFRSs have been followed, subject to any material departures, disclosed and
explained in the Financial Statements; and
prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that
the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the Company and enable them to ensure that the Financial Statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 the 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 auditor is aware of that
information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information,
included on the Corcel Plc website.
Legislation in the United Kingdom, governing the preparation and dissemination of Financial Statements,
may differ from legislation in other jurisdictions.
26 CORCEL PLC
Independent Auditor’s Report to the members of Corcel Plc
Opinion
We have audited the Financial Statements of Corcel Plc (the “Parent Company”) and its subsidiaries (the “Group”)
for the year ended 30 June 2021, which comprise the Consolidated and Parent Company Statements of Financial
Position, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company
Statements of Cash Flows and notes to the Financial Statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006 and as regards
the Parent Company Financial Statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 30 June 2021 and of the Group’s loss for the year then ended;
the Group Financial Statements have been properly prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006;
the Parent Company Financial Statements have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006 and as applied in
accordance with the provisions of the Companies Act 2006; and
the Financial Statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the Financial Statements section of our report. We are independent of the Group and Parent Company in
accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.2 in the Financial Statements, which indicates that the Group is reliant on securing
further financing to meet committed expenditure requirements and working capital needs as they fall due. As stated
in Note 1.2, these events or conditions indicate that a material uncertainty exists 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 Director’s 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 a review
of cash flow projections for a period up to 31 December 2022, providing challenge to key assumptions used.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Emphasis of Matter
We draw attention to Note 14, which discloses the debt instrument in Resource Mining Corporation Limited,
purchased by the Company during the current and previous years and valued at £987,000 within the Financial
Statements. The license relating to the Wowo Gap project, Resource Mining Corporation Limited’s key project,
remains under renewal as at the year end. The good standing of this licence is critical for project development
and subsequent value extraction, which is key to the recoverability of the debt. Should the license not be
renewed, an impairment may be required to the value of the debt as at 30 June 2021.
CORCEL PLC 27
Independent Auditor’s Report to the members of Corcel Plc
continued
Our Application of Materiality
The materiality applied to the group Financial Statements was £122,000 (2021: £98,000), based on a percentage
of net assets, as it is from these net assets that the Group seeks to deliver returns for shareholders, in particular
the value of exploration and development projects the Group is interested in through its associates and joint
ventures. Headline materiality for the Parent Company Financial Statements was set at £120,000 (2020:
£97,500), based on a percentage of net assets. Performance materiality has been set at 80% (2020: 70%) of
headline materiality, and the threshold for which we communicate errors to management has been set at 5%.
We apply the concept of materiality in both planning and performing the audit, and in evaluating the effect of
misstatements. At the planning stage, materiality is used to determine the Financial Statement areas that are
included within the scope of the audit and the extent of the sample sizes during the audit. Materiality has been
reassessed during the fieldwork and closing stages of the audit, taking into consideration new information, which
arose. No alterations were made to materiality either during or at the conclusion of the audit.
Our Approach to the Audit
In designing our audit, we looked at areas which deemed to involve significant judgement and estimation by the
Directors, such as the key audit matter surrounding the carrying value of investments in joint ventures and
associates, and receivables from other Group Companies. Other judgemental areas are the accounting treatment
and valuation of financial assets, including the debt instrument purchased during the year, as well as the valuation
of share-based payment transactions. We also addressed the risk of management override of controls, including
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Work on all significant components of the Group has been performed by us as Group auditor.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the Financial Statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section, we have determined the matters described
below to be the key audit matters to be communicated in our report.
Key Audit Matter
Carrying value of Investments in Joint Ventures
and Associates and Intragroup Balances (Notes 11
and 14)
Investments in joint ventures and associates, and
receivables from other Group Companies, are the
financial
most significant balances
statements and the recoverability of these
balances involves judgement.
the
in
The Group and Company own a 50% interest in
DVY196 Holdings Corp, and a 41% interest in Oro
Nickel JV entity as at 30 June 2021, both of which
have material value in the Financial Statements.
28 CORCEL PLC
How Our Scope Addressed this Matter
Our work in this area included:
•
•
•
Review of management’s assessment of
recoverability of
in
accordance with IFRS 9 criteria;
intragroup receivables
Consideration of recoverability of investments
and intragroup loans by reference to underlying
net asset values, including the recoverability
potential of the underlying exploration projects
(Mambare Nickel-Cobalt Project; Dempster
Vanadium Project);
Review of Board impairment papers in respect of
investments, including challenge and obtaining
corroboration for key assumptions used;
Key Audit Matter
How Our Scope Addressed this Matter
in advancing developments at
Given the continuing losses in these entities, and
delays
the
underlying projects, there is a risk that the
receivable
investment and any associated
balances cannot be recovered and that the
balances should be impaired.
•
•
reviewing any
Obtaining and
relevant
agreements relating to investments (shareholder
agreements; JV agreements; license agreements
etc) to ensure all terms are complied with; and
Review of disclosures made in respect of these
balances in accordance with IFRS.
We draw attention to the fact that the exploration
license held by Oro Nickel JV in respect of the
Mambare project remains under renewal and the
mining license applied for has yet to be granted. If
these applications were to be unsuccessful, this may
result in an impairment to the carrying value of the
investment in JV.
Other Information
The other information comprises the information included in the annual report, other than the Financial Statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual
report. Our opinion on the Group and Parent Company Financial Statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Financial Statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the
Financial Statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ report for the financial year for which the
Financial Statements are prepared is consistent with the Financial Statements; and
the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the Group and 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, or returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
CORCEL PLC 29
Independent Auditor’s Report to the members of Corcel Plc
continued
Responsibilities of Directors
As explained more fully in the statement of Directors Responsibilities, the Directors are responsible for the
preparation of the Group and Parent Company Financial Statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Group and Parent Company Financial Statements, the Directors are responsible for assessing
the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these Financial Statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
•
•
•
•
•
We obtained an understanding of the Group and Parent Company and the sector in which it operates to
identify laws and regulations that could reasonably be expected to have a direct effect on the Financial
Statements. We obtained our understanding in this regard through discussions with management. We also
selected a specific audit team based on experience with auditing entities within this industry facing similar
audit and business risks.
We determined the principal laws and regulations relevant to the Group and Parent Company in this regard
to be those arising from:
o
o
o
AIM Rules;
UK employment law; and
Local environmental and mining regulations.
We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the Group and Parent Company with those laws and regulations. These procedures
included, but were not limited to:
o
o
o
o
Making enquiries of management;
A review of Board minutes;
A review of legal ledger accounts; and
A review of RNS announcements.
We also identified the risks of material misstatement of the Financial Statements due to fraud. Aside from
the non-rebuttable presumption of a risk of fraud arising from management override of controls, we did not
identify any significant fraud risks.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures, which included, but were not limited to: the testing of journals, reviewing
accounting estimates for evidence of bias and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
30 CORCEL PLC
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the Financial Statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the Financial Statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
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.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
London E14 4HD
Statutory Auditor
05 December 2021
CORCEL PLC 31
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2021
ASSETS
Non-current assets
Investments in associates and joint ventures
Property, plant and equipment
Goodwill
Financial instruments - fair value through other comprehensive
income (FVTOCI)
Financial instruments at fair value through profit and loss (FVTPL)
Other receivables
Total non-current assets
Current assets
Cash and cash equivalents
Financial instruments with fair value through profit and loss (FVTPL)
Trade and other receivables
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital
Share premium account
Shares to be issued
Other reserves
Retained earnings
Total equity attributable to owners of the Parent
Non-Controlling interests
Total equity
LIABILITIES
Non-current liabilities
Lease liability
Long-term borrowings
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liability
Short-term borrowings
Total current liabilities
Total equity and liabilities
Notes
30 June
2021
£’000
30 June
2020
£’000
11
10
12
13
14
19
13
14
17
17
17
15
15
15
2,380
62
–
7
72
1,362
3,883
392
–
1,215
1,607
5,490
2,746
24,161
75
2,018
(24,630)
4,370
–
4,370
–
–
–
237
–
883
1,120
5,490
1,947
–
25
4
–
1,690
3,666
415
5
175
595
4,261
2,726
23,032
–
908
(23,403)
3,263
13
3,276
30
760
790
183
12
–
195
4,261
These Financial Statements, on pages 32 to 80, were approved by the Board of Directors and authorised for issue on
05 December 2021 and are signed on its behalf by:
James Parsons
Executive Chairman
The accompanying notes form an integral part of these Financial Statements.
32 CORCEL PLC
Consolidated Income Statement
for the year ended 30 June 2021
Gain on sale of financial instruments designated as FVTPL
Exploration expenses
Project expenses
Impairment of investments in joint ventures
Impairment of goodwill
Impairment of right-of-use asset
Impairment of loans and receivables
Administrative expenses
Foreign currency loss
Other income
Finance costs, net
Share of loss of associates and joint ventures
Loss for the year before taxation
Taxation
Loss for the year
Loss per share attributable to:
Equity holders of the Parent
Non-controlling interest
Notes
11
4
5
11
3
Year to
30 June
2021
£’000
(5)
–
(121)
–
(25)
–
–
(1,014)
–
9
(65)
(6)
(1,227)
–
(1,227)
(1,227)
–
(1,227)
Year to
30 June
2020
£’000
–
(205)
–
–
(106)
(41)
(37)
(838)
(26)
21
(247)
(3)
(1,482)
–
(1,482)
(1,477)
(5)
(1,482)
Earnings per share attributable to owners of the Parent*:
Basic
Diluted
9 (1) pence (2) pence
9 (1) pence (2) pence
CORCEL PLC 33
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2021
Loss for the year
Other comprehensive income
Items that will be not be reclassified subsequently to profit or loss
Revaluation of FVTOCI investments
Unrealised foreign currency gain/(loss) on translation of foreign operations
Total other comprehensive income for the year
Total comprehensive loss for the year
Total comprehensive loss attributable to:
Equity holders of the Parent
Non-controlling interest
All of the Group’s operations are considered to be continuing.
30 June
2021
£’000
(1,227)
3
–
3
30 June
2020
£’000
(1,482)
(42)
16
(26)
(1,224)
(1,508)
(1,224)
–
(1,224)
(1,503)
(5)
(1,508)
The accompanying notes form an integral part of these Financial Statements.
34 CORCEL PLC
Consolidated Statement of Changes in Equity
for the year ended 30 June 2021
The movements in equity during the year were as follows:
Share
Total
Equity
attributable
Non-
Share premium Shares to
account be issued
capital
£’000
£’000
£’000
Retained
earnings
£’000
Other to owners of controlling
reserves
£’000
the Parent
£’000
interests
£’000
As at 1 July 2019 1,999
21,113
(20,960)
(329)
1,823
(1,477)
–
–
–
–
–
(400)
400
(1,477)
–
–
–
–
(42)
(42)
Changes in equity for 2020
Loss for the year –
Acquisition of new
subsidiary (Note 10) –
Partner buy-out on a
subsidiary (Note 10) –
Transfer of FVTOCI reserve
in relation to impaired
assets (Note 12) –
Other comprehensive
income for the year
Revaluation of FVTOCI
investments –
Transfer of FVTOCI revaluation
reserve in relation to disposals –
Unrealised foreign currency
gain arising on re-translation
of foreign operations –
Total comprehensive
income for the year –
Transactions with owners
Issue of shares 727
Share issue costs –
Share options granted during
the year –
Total transactions
with owners 727
–
–
–
–
–
–
–
–
2,228
(309)
–
1,919
As at 1 July 2020 2,726
23,032
Changes in equity for 2021
Loss for the year –
Acquisition of non
controlling interests –
Other comprehensive
income for the year
Revaluation of FVTOCI
investments –
Total comprehensive
income for the year –
Transactions with owners
Issue of shares 20
Shares to be issued –
Share issue costs –
Warrants issued –
–
–
–
–
2,287
–
(51)
(1,107)
Total transactions with owners 20
1,129
As at 30 June 2021 2,746
24,161
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
75
–
–
75
75
See Note 16 for a description of each reserve included above.
(567)
567
–
(567)
–
–
–
–
(23,403)
(1,227)
–
–
(1,227)
–
–
–
–
–
(24,630)
16
541
–
273
23
296
908
–
–
3
3
–
–
–
1,107
1,107
2,018
–
16
(26)
2,955
(36)
23
2,942
3,263
Total
Equity
£’000
1,841
(1,482)
12
18
–
(5)
12
(12)
(12)
–
–
–
–
–
–
–
–
–
13
–
(42)
–
16
(26)
2,955
(36)
23
2,942
3,276
(1,227)
–
(1,227)
–
3
(13)
(13)
–
3
(1,224)
(13)
(1,237)
2,307
75
(51)
–
2,331
4,370
–
–
–
–
–
–
2,307
75
(51)
–
2,331
4,370
CORCEL PLC 35
Consolidated Statement of Changes in Equity
continued
Other reserves
As at 1 July 2019
Revaluation of FVTOCI investments
Transfer of FVTOCI reserve relating to impaired
assets and disposals
Share options granted during the year
Warrants granted during the year
Unrealised foreign currency gain on translation of
foreign operations
As at 1 July 2020
Revaluation of FVTOCI investments
Warrants granted during the year
As at 30 June 2021
FVTOCI
financial
asset
reserve
£’000
Share-
based
payment
reserve
£’000
Warrant
reserve
£’000
(924)
(42)
967
–
–
–
1
3
–
4
76
–
–
23
–
–
99
–
–
99
–
–
–
–
273
–
273
–
1,107
1,380
Foreign
currency
translation
reserve
£
519
–
–
–
–
16
535
–
–
535
Total
other
reserves
£
(329)
(42)
967
23
273
16
908
3
1,107
2,018
See Note 16 for a description of each reserve included above.
36 CORCEL PLC
Consolidated Statement of Cash Flows
for the year ended 30 June 2021
Cash flows from operating activities
Loss before taxation
Increase in receivables
Increase in payables
Decrease in lease liabilities
Share-based payments
Currency adjustments
Finance cost, net (Note 5)
Gain on sale of FVTPL investments
Share of loss in associates and joint ventures, net of tax (Note 11)
Impairment of goodwill related to FGO (Note 10)
Impairment of goodwill related to WDD
Impairment of right-of-use asses
Impairment of loans and receivables
Net cash outflow from operations
Cash flows from investing activities
Proceeds from sale of FVTOCI and FVTPL investments (Note 12 and 13)
Purchase of financial assets carried at amortised cost (Note 14)
Purchase of property, plant and equipment
Acquisition of a new subsidiary (Note 10)
Acquisition of non controlling interest
Payments for investments in associates and joint ventures (Note 11)
Net cash (outflow)/inflow from investing activities
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs
Interest paid (Note 21)
Proceeds of new borrowings, as received net of associated fees (Note 21)
Repayment of borrowings (Note 21)
Net cash inflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at end of period
Major non-cash transactions are disclosed in Note 21.
Year to
30 June
2021
£
(1,227)
(53)
374
(42)
–
–
65
(5)
(6)
–
25
–
–
(869)
14
(355)
(62)
–
(15)
(183)
(601)
1,382
–
65
–
1,447
(23)
415
392
Year to
30 June
2020
£
(1,482)
(28)
78
63
26
247
–
(3)
106
–
41
37
(909)
109
(220)
–
(34)
–
(5)
(150)
1,439
(5)
7
(30)
1,410
351
64
415
The accompanying notes and accounting policies form an integral part of these Financial Statements.
CORCEL PLC 37
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458)
as at 30 June 2021
ASSETS
Non-current assets
Investments in subsidiaries
Investments in associates and joint ventures
Financial assets with fair value through other comprehensive
income (FVTOCI)
Financial instruments with fair value through profit and loss (FVTPL)
Other receivables
Total non-current assets
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Total assets
EQUITY AND LIABILITIES
Called up share capital
Share premium account
Shares to be issued
Other reserves
Retained earnings
Total equity
LIABILITIES
Non-current liabilities
Long-term borrowings
Total non-current liabilities
Current liabilities
Trade and other payables
Short-term borrowings
Total current liabilities
Total equity and liabilities
Notes
30 June
2021
£
30 June
2020
£
10
11
12
14
19
14
17
17
17
15
15
15
–
2,501
7
72
1,379
(3,959)
387
1,148
1,535
5,494
2,746
24,161
75
1,483
(24,065)
4,440
–
–
211
883
1,094
5,494
–
2,067
4
–
1,740
3,811
389
175
564
4,375
2,726
23,032
–
373
(22,698)
3,433
760
760
182
–
182
4,375
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 £1,366,448 (2020: loss of £1,949,687). The Company’s Total
comprehensive loss for the financial year was £1,363,300 (2020: loss £1,991,647).
These Financial Statements, on pages 32 to 80, were approved by the Board of Directors and authorised for issue on
05 December 2021 and are signed on its behalf by:
James Parsons
Executive Chairman
The accompanying notes form an integral part of these Financial Statements.
38 CORCEL PLC
Company Statement of Changes in Equity
for the year ended 30 June 2021
The movements in reserves during the year were as follows:
Share
capital
£’000
Share
premium
account
£’000
Shares
to be
issued
£’000
As at 30 June 2019 1,999
21,113
Changes in equity for 2020
Loss for the year –
Other comprehensive
income for the year
Revaluation of
FVTOCI investments –
Transfer of FVTOCI
reserve relating to impaired
assets and disposals –
Total comprehensive
income for the year –
Transactions with owners
Issue of shares 727
Share issue and
fundraising costs –
Share options granted
during the year –
Total transactions with owners 727
As at 1 July 2020 2,726
Changes in equity for 2021
Loss for the year –
Other comprehensive
income for the year
Revaluation of
FVTOCI investments –
Total comprehensive
income for the year –
Transactions with owners
Issue of shares 20
Shares to be issued –
Share issue and
fundraising costs –
Share warrants granted
during the year –
Total transactions with owners 20
As at 30 June 2021 2,746
–
–
–
–
2,228
(309)
–
1,919
23,032
–
–
–
2,287
–
(51)
(1,107)
1,129
24,161
–
–
–
–
–
–
–
–
–
–
–
–
–
–
75
–
–
75
75
Retained
earnings
£’000
(20,181)
Other
reserves
£’000
(448)
Total
equity
£’000
2,483
(1,950)
–
(1,950)
–
(42)
(42)
(567)
(567)
–
–
–
–
(22,698)
(1,367)
–
(1,367)
–
–
–
–
–
(24,065)
567
525
–
273
23
296
373
–
3
3
–
–
–
1,107
1,107
1,483
–
(42)
2,955
(36)
23
2,942
3,433
(1,367)
3
(1,364)
2,307
75
(51)
–
2,331
4,400
CORCEL PLC 39
Company Statement of Changes in Equity
Share-
based
payment
reserve
£’000
Warrants
reserve
£’000
Total
other
reserves
£’000
(448)
(42)
567
23
273
821
373
–
–
–
–
–
–
273
273
273
–
3
–
–
1,107
1,107
1,380
–
–
1,107
1,110
1,483
76
–
–
23
–
23
99
–
–
–
–
–
99
continued
Other reserves
As at 30 June 2019
Changes in equity for 2020
Other comprehensive income for the year
Revaluation of FVTOCI investments
Transfer of FVTOCI reserve relating to impaired assets
and disposals
Share options granted during the year
Warrants issued during the year
Total Other comprehensive (expenses)/income
As at 1 July 2020
Changes in equity for 2021
Other comprehensive income for the year
Revaluation of FVTOCI investments
Transfer of FVTOCI reserve relating to impaired assets
and disposals
Share options granted during the year
Warrants issued during the year
Total Other comprehensive expenses
As at 30 June 2021
See Note 16 for a description of each reserve included above.
FVTOCI
financial
asset
reserve
£’000
(524)
(42)
567
–
–
525
1
3
–
–
–
3
4
40 CORCEL PLC
Company Statement of Cash Flows
for the year ended 30 June 2021
Cash flows from operating activities
Loss before taxation
Increase in receivables
Increase/(decrease) in payables
Share-based payments
Finance income
Currency gains
Impairment of loans and receivables
Net cash outflow from operations
Cash flows from investing activities
Payments for investments in associates and joint ventures
Purchase of financial assets carried at amortised cost
Payments made on behalf of subsidiaries
Proceeds from sale of FVTOCI financial instruments
Net cash (outflow)/inflow from investing activities
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs
Interest paid (Note 21)
Proceeds of new borrowings (Note 21)
Repayments of borrowings (Note 21)
Net cash inflow from financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at end of period
Major non-cash transactions are disclosed in Note 21.
Year to
30 June
2021
£’000
(1,366)
13
377
–
65
–
–
(911)
(183)
(355)
–
–
(538)
1,382
–
65
–
1,447
(2)
389
387
Year to
30 June
2020
£’000
(1,950)
(30)
92
63
247
26
678
(874)
(5)
(220)
(66)
109
(182)
1,439
(5)
7
(30)
1,411
355
34
389
The accompanying notes and accounting policies form an integral part of these Financial Statements.
CORCEL PLC 41
Notes to Financial Statements
for the year ended 30 June 2021
1. Principal Accounting Policies
1.1 Authorisation of Financial Statements and Statement of Compliance with IFRS
The Group Financial Statements of Corcel Plc (the “Company”, “Corcel” or the “Parent Company”), for the year
ended 30 June 2021, were authorised for issue by the Board on 05 December 2021 and signed on the Board’s
behalf by James Parsons. Corcel Plc is a public limited company, incorporated and domiciled in England and
Wales. The Company’s ordinary shares are traded on AIM.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with international accounting standards (‘IFRS’)
in conformity with the requirements of the Companies Act 2006. They are presented in thousand Pounds Sterling
(£’000), unless stated otherwise.
The principal accounting policies adopted are set out below.
Going Concern
It is the prime responsibility of the Board to ensure the Company and the Group remains a going concern.
At 30 June 2021, the Group had cash and cash equivalents of £0.392 million and £0.818 million of borrowings
and, as at the date of signing these Financial Statements, the cash balance was £0.341 million. Current
borrowings of £729,000 of principal are due 23 December 2021 and at time of publication of this report are in
the process of being refinanced to December 2022. The Directors anticipate having to raise additional funding
over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group budgets, which includes the possibility of
Directors reducing or foregoing their salaries if required, the progress in activities post year-end, including the
anticipated fundraising of £390,000, the Directors consider that they will have access to adequate resources in
the 12 months from the date of the signing of these Financial Statements. As a result, they consider it appropriate
to continue to adopt the going concern basis in the preparation of the Financial Statements, with the
understanding that there is no certainty that required fundraisings during the year will be successful.
Should the Group be unable to continue trading as a going concern, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for further liabilities, which might arise,
and to classify non-current assets as current. The Financial Statements have been prepared on the going
concern basis and do not include the adjustments that would result if the Group was unable to continue as a
going concern. Due to the factors described above, a material uncertainty exits, which may cast significant doubt
on the Group and the Company’s ability to act as a going concern. The auditors have made reference to this
within their Audit Report. More details surrounding this may be found in the Audit Report on page 27.
The auditors have made reference to going concern within their audit report by way of a material uncertainty.
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 £1.366 million (2020: loss of
£1.949 million). The Company’s other comprehensive loss for the financial year was £1.363 million (2020: loss
£1.991 million).
New Standards, Amendments and Interpretations
The Group and Parent Company have adopted all of the new and amended standards and interpretations issued
by the International Accounting Standards Board that are relevant to its operations and effective for accounting
periods commencing on or after 1 July 2020.
The following new IFRS standards and / or amendments to IFRS standards were adopted for the first time during
the year, none of which had a material impact on the financial statements:
•
•
•
Amendments to IFRS 3: Business Combinations (effective 1 January 2020);
Amendments to IAS 1 and IAS 8: Definition of Material (effective 1 January 2020); and
Amendments to IFRS 9, IAS 39 and IFRS 17: Interest Rate Benchmark Reform (effective 1 January 2020).
42 CORCEL PLC
No standards or Interpretations, that came into effect for the first time for the financial year beginning 1 July
2020, have had an impact on the Group or Company.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards and interpretations, which have
not been applied in these Financial Statements were in issue but not yet effective:
•
•
•
•
•
•
•
Amendments to IAS 1: Presentation of Financial Statements – Classification of Liabilities as Current or
Non¬current (effective date not yet confirmed);
Amendments to IFRS 3: Business Combinations – Reference to Conceptual Framework (effective
1 January 2022);
Amendments to IAS 16: Property, Plant and Equipment (effective 1 January 2022);
Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets (effective 1 January 2022);
Annual Improvements to IFRS Standards 2018¬2020 Cycle (effective 1 January 2022);
Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective date
not yet confirmed); and
Amendments to IAS 12: Income Taxes – Deferred Tax arising from a Single Transaction (effective date not
yet confirmed).
The effect of these new and amended Standards and Interpretations, which are in issue but not yet mandatorily
effective, is not expected to be material.
Standards Adopted Early by the Group
The Group has not adopted any standards or interpretations early in either the current or the preceding financial
year.
1.3 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 30 June 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.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The
cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, contingent
consideration and liabilities incurred or assumed at the date of exchange. Costs, directly attributable to the
acquisition, are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are initially measured at fair value at the acquisition date.
Provisional fair values are adjusted against goodwill if additional information is obtained within one year of the
acquisition date about facts or circumstances existing at the acquisition date. Other changes in provisional fair
values are recognised through profit or loss.
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.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the
Consolidated Statement of Comprehensive Income. Any impairment recognised for goodwill is not reversed.
CORCEL PLC 43
Notes to Financial Statements
continued
1. Principal Accounting Policies continued
1.3 Basis of Consolidation (continued)
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
•
•
•
•
•
•
•
derecognises the assets (including goodwill) and liabilities of the subsidiary;
derecognises the carrying amount of any non-controlling interest;
derecognises the cumulative translation differences recorded in equity;
recognises the fair value of the consideration received;
recognises the fair value of any investment retained;
recognises any surplus or deficit in profit or loss; and
reclassifies the Parent’s share of components previously recognised in other comprehensive income to
profit or loss or retained earnings, as appropriate.
Non-Controlling Interests
Profit or loss and each component of other comprehensive income are allocated between the Parent and non-
controlling interests, even if this results in the non-controlling interest having a deficit balance.
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity
transactions. Any differences between the adjustment for the non-controlling interest and the fair value of
consideration paid or received are recognised in equity.
1.4 Summary of Significant Accounting Policies
1.4.1 Investment in Associates
An associate is an entity over which the Company is in a position to exercise significant influence, but not control
or jointly control, through participation in the financial and operating policy decisions of the investee.
Investments in associates are recognised in the Consolidated Financial Statements, using the equity method of
accounting. The Group’s share of post-acquisition profits or losses is recognised in profit or loss and its share
of post-acquisition movements in other comprehensive income are recognised directly in other comprehensive
income. The carrying value of the investment, including goodwill, is tested for impairment when there is objective
evidence of impairment. Losses in excess of the Group’s interest in those associates are not recognised unless
the Group has incurred obligations or made payments on behalf of the associate.
Where a Group company transacts with an associate of the Group, unrealised gains are eliminated to the extent
of the Group’s interest in the relevant associate. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred in which case appropriate provision is made for
impairment.
Where the Company’s holding in an associate is diluted, the Company recognises a gain or loss on dilution in
profit and loss. This is calculated as the difference between the Company’s share of proceeds received for the
dilutive share issue and the value of the Company’s effective disposal.
In the Company accounts investments in associates are recognised and held at cost. The carrying value of the
investment is tested for impairment, when there is objective evidence of impairment. Impairment charges are
included in the Company Statement of Comprehensive Income.
44 CORCEL PLC
1.4.2 Interests in Joint Ventures
A joint venture is a joint arrangement, whereby the partners, who have joint control of the arrangement, have
rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of
the joint arrangement, which exists only when decisions on relevant activities require the unanimous consent of
the parties sharing control. The Group recognises its interest in the entity’s assets and liabilities, using the equity
method of accounting. Under the equity method, the interest in the joint venture is carried in the balance sheet
at cost plus post-acquisition changes in the Group’s share of its net assets, less distributions received and less
any impairment in value of individual investments. The Group Income Statement reflects the share of the jointly
controlled entity’s results after tax.
Any goodwill arising on the acquisition of a jointly controlled entity is included in the carrying amount of the jointly
controlled entity and is not amortised. To the extent that the net fair value of the entity’s identifiable assets,
liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised and added to
the Group’s share of the entity’s profit or loss in the period in which the investment is acquired.
Financial Statements of the jointly controlled entity will be prepared for the same reporting period as the Group.
Where necessary, adjustments are made to bring the accounting policies used into line with those of the Group
and to reflect impairment losses where appropriate. Adjustments are also made in the Group’s Financial
Statements to eliminate the Group’s share of unrealised gains and losses on transactions between the Group
and its jointly controlled entity. The Group ceases to use the equity method on the date from which it no longer
has joint control over, or significant influence in, the joint venture.
At 30 June 2021, the Group had following contractual arrangements, which were classified as investments in
associates and joint ventures:
•
•
•
Oro Nickel Ltd, a contractual arrangement with Battery Metals Pty Ltd, which represents a joint venture
established through an interest in a jointly controlled entity, in order to develop and exploit the Mambare
nickel project;
DVY196 Holdings Corp (“DVY”), 50% interest in a North American vanadium project; and
ARL 021 Limited, a 40% interest in the Tring Road 50MW gas peaker project.
1.4.3 Taxation
Corporation tax payable is provided on taxable profits at the prevailing UK tax rate. The tax expense represents
the sum of the current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from accounting profit as
reported in the Statement of Comprehensive Income because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s
liability for current tax is measured using tax rates 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 amount 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 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, which
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
CORCEL PLC 45
Notes to Financial Statements
continued
1. Principal Accounting Policies continued
1.4 Summary of Significant Accounting Policies (continued)
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or
the liability is settled based upon tax rates that have been enacted or substantively enacted by the reporting
date.
Deferred tax is charged or credited in profit or loss, except when it relates to items credited or charged directly
to equity, in which case the deferred tax is also dealt with in equity, or items charged or credited directly to other
comprehensive income, in which case the deferred tax is also recognised in other comprehensive income.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets
and liabilities and the deferred tax relates to income tax levied by the same tax authorities on either:
•
•
the same taxable entity; or
different taxable entities, which intend to settle current tax assets and liabilities on a net basis or to realise
and settle them simultaneously in each future period when the significant deferred tax assets and liabilities
are expected to be realised or settled.
1.4.4 Property, Plant and Equipment
Property, plant and equipment acquired and identified as having a useful life that exceeds one year is capitalised
at cost and is depreciated on a straight-line basis at annual rates that will reduce book values to estimated
residual values over their anticipated useful lives as follows:
Office furniture, fixtures and fittings – 33% per annum
Leasehold improvements
– 5% per annum
1.4.5 Foreign Currencies
Both the functional and presentational currency of Corcel Plc 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 and joint ventures are the Australian Dollar (“AUD”), the
Papua New Guinea Kina (“PNG”) and the US Dollar (“USD”).
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 period, 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 period 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.
46 CORCEL PLC
1.4.6 Exploration Assets
Exploration assets comprise exploration and evaluation costs, incurred on prospects at an exploratory stage.
These costs include the cost of acquisition, exploration, determination of recoverable reserves, economic
feasibility studies and all technical and administrative overheads directly associated with those projects. These
costs are carried forward in the Statement of Financial Position as non-current intangible assets less provision
for identified impairments. Costs associated with an exploration activity will only be capitalised if, in
management’s opinion, the results from that activity led to a material increase in the market value of the
exploration asset, which is determined by management to be following the economic feasibility stage. Generally,
costs associated with non-drilling activities, such as geophysical and geochemical surveys, are not capitalised.
Recoupment of exploration and development costs is dependent upon successful development and commercial
exploitation of each area of interest and will be amortised over the expected commercial life of each area once
production commences. The Group and the Company currently have no exploration assets, where production
has commenced.
The Group adopts the “area of interest” method of accounting whereby all exploration and development costs,
relating to an area of interest, are capitalised and carried forward until abandoned. In the event that an area of
interest is abandoned, or if the Directors consider the expenditure to be of no value, accumulated exploration
costs are written off in the financial year in which the decision is made. All expenditure incurred prior to approval
of an application is expensed, with the exception of refundable rent, which is raised as a receivable.
Upon disposal, the difference between the fair value of consideration receivable for exploration assets and the
relevant cost within non-current assets is recognised in the Income Statement.
1.4.7 Impairment of Non-Financial Assets
The carrying values of assets, other than those to which IAS 36 “Impairment of Assets” does not apply, are
reviewed at the end of each reporting period for impairment, when there is an indication that the assets might
be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of the assets is the higher of the assets’ fair value less costs to sell and their
value-in-use, which is measured by reference to discounted future cash flow.
An impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.
When there is a change in the estimates, used to determine the recoverable amount, a subsequent increase in
the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised
to the extent of the carrying amount of the asset that would have been determined (net of amortisation and
depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately,
unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated
as a revaluation increase.
1.4.8 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 until the award has been settled and then make a transfer to share capital. On exercise or lapse of share
options, the proportion of the share-based payment reserve, relevant to those options is transferred to retained
earnings. On exercise, equity is also increased by the amount of the proceeds received.
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.
CORCEL PLC 47
Notes to Financial Statements
continued
1. Principal Accounting Policies continued
1.4 Summary of Significant Accounting Policies (continued)
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 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.
Share Incentive Plan
Where the shares are granted to the employees under Share Incentive Plan, the fair value of services provided
is determined indirectly by reference to the fair value of the free, partnership and matching shares granted on
the grant date. Fair value of shares is measured on the basis of an observable market price, i.e. share price as
at grant date and is recognised as an expense in the Income Statement on the date of the grant. For the
partnership shares, the charge is calculated as the excess of the mid-market price on the date of grant over the
employee’s contribution.
1.4.9 Pension
The Group operates a defined contribution pension plan, which requires contributions to be made to a separately
administered fund. Contributions to the defined contribution scheme are charged to the profit and loss account
as they become payable.
1.4.10 Finance Income/Expense
Finance income and expense is recognised as interest accrues, using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period, using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts/re-payments through the expected life of the financial asset or liability to the net carrying amount of the
financial asset or liability.
1.4.11 Financial Instruments
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose
for which the asset was acquired. Other than financial assets in a qualifying hedging relationship, the Group’s
accounting policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives, where the time value offsets
the negative intrinsic value. They are carried in the Statement of Financial Position at fair value with changes in
fair value recognised in the Consolidated Statement of Comprehensive Income in the finance income or expense
line. Other than derivative financial instruments, which are not designated as hedging instruments, the Group
does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair
value through profit or loss.
48 CORCEL PLC
Amortised Cost
These assets comprise the types of financial assets, where the objective is to hold these assets in order to
collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They
are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue
and are subsequently carried at amortised cost, using the effective interest rate method, less provision for
impairment. Impairment provisions for current and non-current trade receivables are recognised, based on the
simplified approach within IFRS 9, using a provision matrix in the determination of the lifetime expected credit
losses. During this process, the probability of the non-payment of the trade receivables is assessed. This
probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For the receivables, which are reported net, such provisions are
recorded in a separate provision account, with the loss being recognised in the consolidated statement of
comprehensive income. On confirmation that the receivable will not be collectable, the gross carrying value of
the asset is written off against the associated provision.
Impairment provisions, for receivables from related parties and loans to related parties, are recognised based
on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision
is based on whether there has been a significant increase in credit risk since initial recognition of the financial
asset. For those, where the credit risk has not increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross interest income are recognised. For those for which
credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest
income on a net basis are recognised.
The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and
cash equivalents in the Consolidated Statement of Financial Position. Cash and cash equivalents include cash
in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of
three months or less, and – for the purpose of the statement of cash flows – bank overdrafts. Bank overdrafts
are shown within loans and borrowings in current liabilities on the Consolidated Statement of Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and unlisted entities, which are not accounted for as
subsidiaries, associates or jointly controlled entities. For those investments, the Group has made an irrevocable
election to classify the investments at fair value through other comprehensive income rather than through profit
or loss as the Group considers this measurement to be the most representative of the business model for these
assets. They are carried at fair value with changes in fair value recognised in other comprehensive income and
accumulated in the fair value through other comprehensive income reserve. Upon disposal any balance within
fair value through other comprehensive income reserve is reclassified directly to retained earnings and is not
reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost
of the investment, in which case the full or partial amount of the dividend is recorded against the associated
investments carrying amount.
Purchases and sales of financial assets, measured at fair value through other comprehensive income, are
recognised on settlement date with any change in fair value between trade date and settlement date being
recognised in the fair value through other comprehensive income reserve.
CORCEL PLC 49
Notes to Financial Statements
continued
1. Principal Accounting Policies continued
1.4 Summary of Significant Accounting Policies (continued)
Financial Liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the
liability was acquired:
Other Financial Liabilities
Other financial liabilities include:
•
•
•
Borrowings, which are initially recognised at fair value net of any transaction costs, directly attributable to
the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost,
using the effective interest rate method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of the liability carried in the Consolidated Statement of
Financial Position. For the purposes of each financial liability, interest expense includes initial transaction
costs and any premium payable on redemption as well as any interest or coupon payable, while the liability
is outstanding;
Liability components of convertible loan notes are measured as described further below; and
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost, using the effective interest method.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
•
•
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and, for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities, for which fair value is measured or disclosed in the Financial Statements, are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
•
•
•
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognised in the Financial Statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
50 CORCEL PLC
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
More information is disclosed in Note 20.
1.4.12 Investments in the Company Accounts
Investments in subsidiary companies are classified as non-current assets and included in the Statement of
Financial Position of the Company at cost at the date of acquisition less any identified impairments.
For acquisitions of subsidiaries or associates achieved in stages, the Company re-measures its previously held
equity interests in the acquiree at its acquisition-date fair value and recognises the resulting gain or loss, if any,
in profit or loss. Any gains or losses, previously recognised in other comprehensive income, are transferred to
profit and loss.
Investments in associates and joint ventures are classified as non-current assets and included in the Statement
of Financial Position of the Company at cost at the date of acquisition less any identified impairment.
1.4.13 Share Capital
Financial instruments, issued by the Group, are classified as equity only to the extent that they do not meet the
definition of a financial liability or financial asset. The Group’s ordinary shares are classified as equity instruments.
1.4.14 Convertible Debt
The proceeds, received on issue of the Group’s convertible debt, are allocated into their liability and equity
components. The amount, initially attributed to the debt component, equals the discounted cash flows, using a
market rate of interest that would be payable on a similar debt instrument that does not include an option to
convert. Subsequently, the debt component is accounted for as a financial liability, measured at amortised cost
until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the
conversion option and is recognised in the “Convertible debt option reserve” within shareholders’ equity, net of
income tax effects.
1.4.15 Warrants
Derivative contracts, that only result in the delivery of a fixed amount of cash or other financial assets for a fixed
number of an entity’s own equity instruments, are classified as equity instruments. Warrants, relating to equity
finance and issued together with ordinary shares placement, are valued by residual method and treated as
directly attributable transaction costs and recorded as a reduction of share premium account, based on the fair
value of the warrants. Warrants, classified as equity instruments, are not subsequently re-measured
(i.e., subsequent changes in fair value are not recognised).
1.4.16 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting, provided to the chief
operating decision-maker as required by IFRS 8 “Operating Segments”. The chief operating decision-maker,
responsible for allocating resources and assessing performance of the operating segments, has been identified
as the Board of Directors. The accounting policies of the reportable segments are consistent with the accounting
policies of the Group as a whole. Segment profit/(loss) represents the profit/(loss) earned by each segment
without allocation of foreign exchange gains or losses, investment income, interest payable and tax. This is the
measure of profit that is reported to the Board of Directors for the purpose of resource allocation and the
assessment of segment performance. When assessing segment performance and considering the allocation of
resources, the Board of Directors review information about segment non-current assets. For this purpose, all
non-current assets are allocated to reportable segments.
CORCEL PLC 51
Notes to Financial Statements
continued
1. Principal Accounting Policies continued
1.4 Summary of Significant Accounting Policies (continued)
1.4.17 Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
•
•
Leases of low value assets; and
Leases with a duration of 12 months or less.
IFRS 16 was adopted 1 June 2019 without restatement of comparative figures.
On initial recognition, the carrying value of the lease liability also includes:
•
•
•
amounts expected to be payable under any residual value guarantee;
the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess
that option; and
any penalties payable for terminating the lease if the term of the lease has been estimated on the basis of
termination option being exercised.
Lease liabilities are subsequently measured at the present value of the contractual payments due to the lessor
over the lease term.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received and increased for:
•
•
•
lease payments made at or before commencement of the lease;
initial direct costs incurred; and
the amount of any provision recognised, where the Group is contractually required to dismantle, remove
or restore the leased asset.
1.5 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Group’s Consolidated Financial Statements, requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities at the
end of the reporting period. However, uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future
periods.
Significant Judgements and Accounting Estimates
In the process of applying the Group’s accounting policies, management has made the following judgements
and estimates, which have the most significant effect on the amounts recognised in the Consolidated Financial
Statements:
Impairment of Investments in Associates and Joint Ventures
The carrying amount of investments in joint ventures is tested for impairment annually and this process is
considered to be key judgement along with determining whenever events or changes in circumstances indicate
that the carrying amounts for those assets may not be recoverable.
The continued progress at the Mambare nickel/cobalt project during the year, when considered alongside the
increases in nickel prices, have encouraged the Board to continue to hold the value of its stake in the Mambare
joint venture at the previous valuation of £1.77 million alongside a £1.3 million receivable.
52 CORCEL PLC
The Company believes that the carrying values reflect the sizeable JORC resource and work done to date as
well as the potential to progress the project to a mining license and Direct Shipping Ore “DSO” production in
2021 and beyond. During the year, the JV had a successful Warden’s Hearing over the mining plans and was
awarded the environmental permit, both key metrics prior to the award of a Mining Lease. The Company has
assessed the viability of the project, given current and expected nickel prices and the anticipated cost of a DSO
operation, and believes the project can be successfully taken into production in the mid-term. The Board further
believes that the likelihood of recovery of the receivable has also increased over the past 12-24 months due to
the progress made on the JV, and that full repayment of this figure is likely through either a disposal and trade
sale prior to production or through dividends once the project begins shipping ore.
The Company, following a successful exploration season at the Dempster Vanadium project in Canada in 2020,
believes it is prudent to hold this asset at cost pending decisions to conduct a follow-on exploration programme
that may include a significant drill campaign.
At year-end the Company owned AUD 4.7m of senior debt in Resource Mining Corporation Limited (“RMI”), the
purchase of which was completed on 17 November 2020. The cost of the acquisition of this position was
£987,000 or AUD 1.8m. After the year-end on 12 August 2021, the Company announced that it had agreed to
acquire a 100% interest in the Australian registered Niugini Nickel Pty Ltd (“Niugini Nickel”), which owned 100%
of the Wowo Gap nickel-cobalt project in Papua New Guinea. As consideration for this acquisition, the Company
released all liabilities and obligations in connection with its AUD 4.7m senior debt position. On 18 October 2021,
the Company announced that it had completed the share purchase agreement with RMI to acquire the 100%
interest in Niugini Nickel. As such, the Company believes that holding the cost of the debt at year end at the
cost of acquisition is appropriate at this time and will ultimately reflect the fair value of the Wowo Gap project.
More information is disclosed in Note 11.
The Company acquired a 40% interest in ARL 021, which gave it partial ownership of the Tring Road gas peaker
plant, immediately before the year end. Given the very short period of time prior to the year and the progress on
funding Tring Road subsequent to the year end, the Company feels it is appropriate to retain the carrying value
of this asset at cost. The Company has further decided to write-off its existing investment in Weirs Drove
Development, owner of the Burwell Energy Storage project, as the project is currently working through potential
delays relating to grid congestion and potential upgrades in the area. While the Burwell project may successfully
progress to financial close, there remains uncertainty around the timeframe in which this is likely to occur.
The Company has also made judgements in respect of the success of licence renewals on the core projects.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value of share options is determined using the
Black-Scholes model and the estimates used within this model are disclosed in Note 18.
Valuation of a receivable from Oro Nickel JV
The Directors believe that the receivable from the Oro Nickel Joint Venture will be fully recoverable in light of
the project’s ongoing progress towards a mining lease, supporting a shipping ore operation at the site. Substantial
progress has been made on the mining lease application during the course of the year end, including a successful
Warden’s Hearing and the award of the critical Environmental Permit. While the existing exploration licenses
remain under renewal at the year-end, the Company and the joint venture partners believe there remains a high
likelihood of renewal, given ongoing dialogue with the PNG authorities, and would expect to have these renewed
independently of any outcome of the mining lease application.
CORCEL PLC 53
Notes to Financial Statements
continued
2. Segmental Analysis
Once the Group’s main focus of operations becomes production of battery metal mineral resources or flexible
production and storage of energy, the nature of management information, examined by the Board, will alter to
reflect the need to monitor revenues, margins, overheads and trade balances as well as cash.
IFRS 8 requires the reporting of information about the revenues derived from the various areas of activity and
the countries in which revenue is earned regardless of whether this information is used in by management in
making operating decisions. Management determined that the most useful presentation of revenues and
expenses came from an analysis by operational type as opposed to geographic representation due to the similar
nature of the revenues and expenses when grouped in these categories.
–
–
–
–
–
–
–
–
(6)
–
–
–
–
(6)
Battery
Metals
£’000
Flexible Grid
Solutions
(UK)
£’000
Corporate
and
unallocated
£’000
–
–
(121)
–
–
–
(25)
–
–
–
–
–
–
–
–
–
–
(1,014)
–
–
–
–
–
(5)
9
(65)
Total
£’000
–
–
(121)
–
(1,014)
–)
(25)
–
(6)
–
(5)
9
(65)
(146)
(1,075)
(1,227)
Battery
Metals
£’000
Flexible Grid
Solutions
(UK)
£’000
Corporate
and
unallocated
£’000
–
–
–
(178)
–
–
–
–
(3)
–
–
–
–
–
–
–
(21)
(41)
(106)
–
–
–
–
–
–
–
–
(27)
(817)
–
–
(26)
–
(37)
21
(247)
Total
£’000
–
–
–
(205)
(838)
(41)
(106)
(26)
(3)
(37)
21
(247)
(181)
(168)
(1,133)
(1,482)
Year to 30 June 2021
Revenue
Management services
Project expenses
Exploration expenses
Administrative expenses
Impairment of right of use asset
Impairment of goodwill
Currency (loss)/gain
Share of profits in joint ventures
Impairment of financial assets
carried at amortised cost
Loss on sale of financial instruments FVTPL
Other income
Finance cost – net
Net (loss) before tax from
continuing operations
Year to 30 June 2020
Revenue
Management services
Management services
Exploration expenses
Administrative expenses
Impairment of right of use asset
Impairment of goodwill
Currency (loss)/gain
Share of profits in joint ventures
Impairment of financial assets
carried at amortised cost
Other income
Finance cost – net
Net (loss) before tax from
continuing operations
54 CORCEL PLC
Information by Geographical Area
Presented below is certain information by the geographical area of the Group’s activities. Investment sales
revenue and exploration property sales revenue are allocated to the location of the asset sold.
Papua
New
UK Australia Guinea
Year to 30 June 2021 £’000 £’000 £’000
USA
£’000
Canada
£’000
Total
£’000
Revenue
Total segment revenue and
other gains
Non-current assets
Investments in associates and
joint ventures
Goodwill
Property, plant and equipment
Receivable from a joint venture
Purchased debt
FVTOCI financial instruments
Total segment non-current assets
–
–
472
–
62
12
–
–
546
–
–
–
–
–
–
–
–
–
–
–
1,654
–
–
1,349
987
–
3,990
–
–
–
–
–
–
–
–
–
–
–
326
–
–
–
–
7
333
–
–
2,452
–
62
1,351
987
7
4,869
Papua
New
UK Australia Guinea
Year to 30 June 2020 £’000 £’000 £’000
USA
£’000
Canada
£’000
Total
£’000
Revenue
Total segment revenue and
other gains
Non-current assets
Investments in associates and
joint ventures
Goodwill
Receivable from a joint venture
Purchased debt
FVTOCI financial instruments
Total segment non-current assets
–
–
–
25
–
–
–
25
–
–
–
–
–
–
–
–
–
–
1,654
–
1,323
367
–
3,344
–
–
–
–
–
–
–
–
–
–
293
–
–
–
4
297
–
–
1,947
25
1,323
367
4
3,666
3. Loss on Ordinary Activities Before Taxation
Group
Loss on ordinary activities before taxation is stated after charging:
Auditor’s remuneration:
– fees payable to the Company’s auditor for the audit of consolidated and
Company Financial Statements
Directors’ emoluments (Note 8)
2021
£’000
2020
£’000
30
449
25
379
As declared in Note 8, Directors are remunerated in part by third parties with whom the Company and Group
have contractual arrangements.
CORCEL PLC 55
Notes to Financial Statements
continued
4. Administrative Expenses
Group
2021
£’000
Group
2020
£’000
Company
2021
£’000
Company
2020
£’000
Staff costs
Payroll
Pension
Share-based payments
Consultants
Insurance
Employers NI
Professional services
Accounting
Legal
Business development
Marketing
Investor relations
Funding costs
Other
Regulatory compliance
Travel
Office and Admin
General
IT costs
Rent
Insurance
453
31
–
–
2
50
67
33
25
20
88
–
–
127
7
21
46
16
28
Total administrative expenses
1,014
5. Finance Costs, Net
Group
Interest expense
369
15
33
32
1
36
72
15
1
14
–
42
26
101
8
(2)
8
58
9
838
465
19
–
–
1
50
65
33
2
20
80
–
–
127
4
22
45
16
28
978
369
15
33
32
1
36
69
15
1
12
–
42
25
101
8
(5)
8
44
9
815
2021
£’000
(65)
(65)
2020
£’000
(247)
(247)
56 CORCEL PLC
6. Taxation
Current period transaction of the Group
UK corporation tax at 19.00% (2020: 19.00%) on profits for the period
Deferred tax
Origination and reversal of temporary differences
Deferred tax assets derecognised
Tax (credit)
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation
Loss on ordinary activities at the average UK standard rate of 19% (2020: 19.00%)
Effect of non-deductible expense
Effect of tax benefit of losses carried forward
Tax losses brought forward
196
Current tax (credit)
2021
£’000
2020
£’000
–
–
–
–
(1,227)
(233)
37
267
–
–
–
–
–
–
(1,482)
(282)
136
(121)
–
Deferred tax amounting to £nil (2020: £nil), relating to the Group’s investments was recognised in the Statement
of Comprehensive Income. No deferred tax charge has been recognised due to uncertainty as to the timing of
future profitability of the Group. Unutilised trading losses are estimated at circa £3,281 thousand (2020: £3,085)
and capital losses estimated circa £nil (2020: £nil).
7. Staff Costs
The aggregate employment costs of staff for the Group (including Directors) for the year was:
Wages and salaries
Pension
Social security costs, net of allowances
Medical costs
Employee share-based payment charge
Total staff costs
The average number of Group employees (including Directors) during the year was:
Directors
Administration
2021
£’000
453
31
50
2
–
536
2020
£’000
369
15
36
1
34
455
2021
Number
2020
Number
4
1
5
4
1
5
During the year, for all Directors and employees, who have been employed for more than three months, the
Company contributed to a defined contributions pension scheme as described under Directors’ remuneration in
the Directors’ Report and a Share Incentive Plan (“SIP”) as described under Management incentives in the
Directors’ Report.
All emoluments presented for current and comparative years, except for pension, are short-term in nature.
CORCEL PLC 57
Notes to Financial Statements
continued
8. Directors’ Emoluments
Directors’ Consultancy
fees fees Bonus
2021 £’000 £’000 £’000
Share
Incentive
Pension Short term
Plan contributions
£’000
£’000
benefits
£’000
Total
£’000
Executive Directors
J Parsons
S Kaintz
Non-executive Directors
N Burton
E Ainsworth
146
175
23
30
374
–
–
–
10
10
14
15
–
–
29
–
7
–
–
7
12
15
–
–
27
–
2
–
–
2
Directors’ Consultancy
fees fees Bonus
2020 £’000 £’000 £’000
Share
Incentive
Pension
Plan contributions
£’000
£’000
Social
security
costs
£’000
Executive Directors
A R M Bell
J Parsons*
S Kaintz
Non-executive Directors
N Burton
E Ainsworth
43
85
145
45
17
335
–
–
–
–
23
23
–
–
–
–
–
–
–
–
7
–
–
7
1
–
11
–
–
12
–
–
2
–
–
2
172
214
23
40
449
Total
£’000
44
85
165
45
40
379
* Includes 8% pension contribution paid in cash as a part of gross salary.
The number of Directors, who exercised share options in year, was nil (2020: nil).
During the year, the Company contributed to a Share Incentive Plan, more fully described in the Directors’ Report
on pages 22 to 25, where shares were issued to each employee, including Directors, making a total of
14,717,790 (2020: 14,717,790) partnership and matching shares. Those shares were issued in relation to
services provided by those employees during the reporting year.
The Company also operates a contributory pension scheme, more fully described in the Directors’ Report in the
section Directors’ Remuneration on page 24.
58 CORCEL PLC
9. Earnings per Share
The basic earnings/(loss) per share is derived by dividing the loss for the year attributable to ordinary
shareholders of the Parent by the weighted average number of shares in issue. Diluted earnings/(loss) per share
is derived by dividing the loss for the year attributable to ordinary shareholders of the Parent by the weighted
average number of shares in issue plus the weighted average number of ordinary shares that would be issued
on conversion of all dilutive potential ordinary shares into ordinary shares.
Loss attributable to equity holders of the Parent Company, £’000
Weighted average number of ordinary shares of £0.0001 in issue,
used for basic EPS, adjusted for 100:1 share consolidation
Earnings per share – basic, pence
Earnings per share – fully diluted, pence
2021
(1,227)
2020
(1,482)
279,406,266
75,338,810
(1)
(1)
(2)
(2)
At 30 June 2021 and at 30 June 2020, the effect of all the instruments in issue is anti-dilutive as it would lead to
a further reduction of loss per share, therefore, they were not included into the diluted loss per share calculation.
Options and warrants with conditions not met at the end of the period, that could potentially dilute basic EPS in
the future, but were not included in the calculation of diluted EPS for the periods presented:
(a) Share options granted to employees – total, of them
- Vested at the end of reporting period
- Not vested at the end of the reporting period
(b) Number of warrants in issue
2021
2020
6,212,534
122,900
6,089,634
170,399,328
6,212,534
122,900
6,089,634
60,839,078
Total number of contingently issuable shares that could potentially
dilute basic earnings per share in future and anti-dilutive potential
ordinary shares that were not included into the fully diluted EPS calculation
182,824,396
67,051,612
There were no ordinary share transactions after 30 June 2021, that could have changed the EPS calculations
significantly if those transactions had occurred before the end of the reporting period.
CORCEL PLC 59
Notes to Financial Statements
continued
10. Investments in Subsidiaries and Goodwill
Company
Cost
At 1 July 2019 and 1 July 2020
Additions
At 30 June 2021 and 30 June 2020
Impairment
At 1 30 June 2021 and 30 June 2020
Net book amount at 30 June 2021 and
at 30 June 2020
Investments in
subsidiaries
2021
£
Investments in
subsidiaries
2020
£
Goodwill
2021
£’000
Goodwill
2020
£’000
483
–
483
–
483
483
–
483
–
483
131
–
131
42
89
131
(131)
(106)
–
25
The Parent Company of the Group holds more than 50% of the share capital of the following companies, the
results of which are consolidated:
Company Name
Country of
registration
Proportion
held by
Group
Class
Nature of business
Regency Mines Australasia Pty Limited
Australia
Ordinary
100%
Mineral exploration
Flexible Grid Solutions Limited
(former ESTEQ Limited)
Flexible Grid One Limited
(former Allied Energy Services Ltd
(indirectly owned through ESTEQ Limited))
Weirs Drove Development Limited
UK
Ordinary
100%
Holding company
UK
UK
Ordinary
Ordinary
100%
100%
Energy storage and
trading and grid backup
Energy storage
Regency Mines Australasia Pty Limited registered office is c/o Paragon Consultants PTY Ltd, PO Box 903,
Claremont WA, 6910, Australia.
Regency Resources Inc registered office is Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801, United States of America.
Flexible Grid Solutions Limited registered office is Salisbury House, London Wall, London EC2M 5PS,
United Kingdom.
Flexible Grid One Limited registered office is Salisbury House, London Wall, London EC2M 5PS,
United Kingdom.
Weirs Drove Development Limited registered office is 20-22 Wenlock Road, London N1 7GU, United Kingdom.
60 CORCEL PLC
Flexible Grid One Limited (FGO) (former Allied Energy Services Ltd (indirectly owned through Flexible Grid
Solutions Limited)
On 10 November 2017, Corcel formed a 100% owned subsidiary, Flexible Grid Solutions Limited, to act as the
vehicle for development of opportunities in the battery and energy storage technology sector across the UK.
On 15 March 2018, Flexible Grid Solutions Limited committed to investing up to £250,000 into Flexible Grid One
Limited, representing an 80% interest in that entity. Non-controlling shareholders brought with them a
development pipeline, including land rights and connections for combined battery and gas and anaerobic
digestion generation plants to be constructed and operated across the UK. On 3 January 2020, the Company
announced the completion of a buy-out of the 20% minority shareholders in Flexible Grid One Limited through
the issuance of 2,461,538 new ordinary shares in the Company. The investment in Flexible Grid One Limited
was subsequently written off in the prior year.
Weirs Drove Development Limited (indirectly owned through Flexible Grid Solutions Limited)
On 19 June 2020, the Company announced an investment acquiring a 50% stake in Weirs Drove Development
Limited, a developer of UK based energy storage and flexible production projects. The cost of the transaction
was an initial investment and directly attributable acquisitions costs, totalling £37,750, with the agreement to
extend a further £100,000, following the project meeting all shovel ready criteria. At year end, these conditions
had not been met and so the Company will hold the project at the cost of the initial investment, pending further
developments. Goodwill in the amount of £25,250 was recognised in relation to this acquisition and subsequently
impaired to £nil as at 30 June 2021.
On 1 December 2020, the Company announced the acquisition of the remaining 50% interest in Weirs Drove
Development Limited, thereby becoming the 100% owner of the Burwell project for consideration of £90,000.
This total potential consideration was broken down into £15,000 payable in cash and £75,000 payable in new
Corcel ordinary shares due at financial close of the initial 50MW of capacity of the Burwell project.
11. Investments in Associates and Joint Ventures
Carrying balance
At 1 July 2019
Additions
Share of loss in joint venture
Impairment of investment in associate
At 30 June 2020
Additions
Share of loss in joint venture
Impairment of investment in associate
Net book amount at 30 June 2021
Group
£’000
1,950
(3)
–
–
1,947
439
(6)
–
2,380
Company
£’000
2,067
–
–
–
2,067
439
(6)
–
2,500
CORCEL PLC 61
Notes to Financial Statements
continued
11. Investments in Associates and Joint Ventures continued
At 30 June 2021, the Parent Company of the Group had a significant influence by virtue other than a shareholding
of over 20% or had joint control through a joint venture contractual arrangement in the following companies:
Company Name
Direct
Oro Nickel Ltd (Held
indirectly through
Oro Nickel Vanuatu)
DVY196 Holdings Corp
ARL 021 Limited
Country of
registration
Class
Proportion
held by
Group at
Proportion
held by
Group at
30 June 2021 30 June 2020
Status at
30 June 2021
Accounting
year end
Papua New
Guinea Ordinary
UK Ordinary
UK Ordinary
41%
50%
40%
41%
50%
0%
Active 30 June 2021
30 Sept 2021
Active
31 July 2021
Active
Oro Nickel Ltd registered office is c/o Sinton Spence Chartered Accountants, 2nd Floor, Brian Bell Plaza,
Turumu Street, Boroko, National Capital District, Papua New Guinea.
DVY196 Holdings Corp registered office is 3081 3rd Avenue, Whitehorse, Yukon, Canada Y1A 4Z7.
ARL 021 Limited registered office is 70 Jermyn Street, London, UK SW1Y 6NY.
Summarised financial information for the Company’s associates and joint ventures, where available, is given
below for the year as at 30 June 2021:
Company
Oro Nickel Ltd
DVY196 Holdings Corp
ARL 021 Limited
Revenue
£’000
–
–
–
Carrying balance
At 1 July 2020
Additions
Share of loss in joint venture
Net book amount at 30 June 2021
Loss
£’000
–
–
–
Oro Nickel
£’000
1,654
–
–
1,654
Assets
£’000
3,667
326
400
Liabilities
£’000
Net Assets
£’000
(3,034)
–
–
633
326
400
DVY196
£’000
ARL 021
£’000
Total Group
£’000
293
39
(6)
326
–
400
–
400
1,947
439
(6)
2,380
During the year to 30 June 2021, there were no movements in the net loss within the joint ventures.
62 CORCEL PLC
12. Financial Instruments with Fair Value through Other Comprehensive
Income (FVTOCI)
30 June 2021
Group
£’000
30 June 2020
Group
£’000
30 June 2021
Company
£’000
30 June 2020
Company
£’000
FVTOCI financial instruments at the
beginning of the period
Transferred from Available-for-sale category
Additions
Disposals
Revaluations and impairment
FVTOCI financial assets at the end of the period
4
–
–
–
3
7
178
–
–
(132)
(42)
4
4
–
–
–
3
7
178
–
–
(132)
(42)
4
Market Value of Investments
The market value as at 30 June 2021 of the investments’, available for sale listed and unlisted investments, was
as follows:
Quoted on other foreign stock exchanges
At 30 June
7
7
4
4
7
7
4
4
30 June 2021
Group
£’000
30 June 2020
Group
£’000
30 June 2021
Company
£’000
30 June 2020
Company
£’000
13. Financial instruments with Fair Value through Profit and Loss (FVTPL)
FVTPL financial instruments at the
beginning of the period
Transferred from Available-for-sale
category
Additions
Disposals
Revaluations
FVTPL financial assets at the end of the
period (audited)
30 June 2021
Group
£
30 June 2020
Group
£
30 June 2021
Company
£
30 June 2020
Company
£
5
–
72
(5)
–
72
5
–
–
–
–
5
–
–
72
–
–
72
–
–
–
–
–
–
CORCEL PLC 63
Notes to Financial Statements
continued
14. Trade and Other Receivables
Non-current
Amounts owed by Group undertakings
Purchased debt
Amounts owed by related parties
– due from associates and joint ventures
Total non-current
Current
Sundry debtors
Prepayments
Purchased debt
Amounts owed by related parties
– due from key management
Total current
Group
Company
2021
£
–
–
1,362
1,362
142
86
987
–
1,215
2020
£
–
367
1,323
1,690
150
25
–
–
175
2021
£
17
–
1,362
1,379
76
86
987
–
1,149
2020
£
51
367
1,322
1,740
150
25
–
–
175
Trade and other receivables include a balance of:
•
•
£nil (2020: £16,549) owing to Red Rock Resources Plc, a related party entity as a result of having common
Directors;
£33,733 (2020: £20,619) owing to Curzon Energy Plc, a related party entity as a result of having a common
Director.
Debt Purchased from Resource Mining Corporation Limited
On 7 April 2020, the Company completed the acquisition of a AUD 1.7m (£907,000) debt position in ASX listed
Resource Mining Corporation Limited for consideration of £178,096 and 13,288,982 new ordinary shares of
Corcel. The Company’s share price on the date of transaction was £0.011. For this consideration, the Company
also acquired a six-month option to buy the balance of Resource Mining Corporation Limited debt for the same
proportional term, AUD 640,000 in cash and 23,711,018 new ordinary shares in Corcel. The option was
exercised, for more details please see Note 25. Resource Mining Corporation Limited’s exploration licenses in
Papua New Guinea remain under renewal at the time of this report.
On 28 October 2020, the Company has also exercised the 6-month option to purchase the remaining RMI debt
of AUD 3.05 million for consideration of 23,711,018 new ordinary shares and AUD 640,000 in cash (£355,259),
which represents a similar discount to the initial acquisition. All the loan notes are interest free and unsecured.
Directly attributable transactions costs were also included in the carrying value of the debt, bringing the total of
the debt value to £987,121 on 30 June 2021.
64 CORCEL PLC
15. Trade and Other Payables
Trade and other payables
Amounts due to related parties:
– due to Red Rock Resources plc
Accruals
Trade and other payables
Borrowings (note 21)
Total
Group
Company
2021
£
202
–
35
237
883
1,120
2020
£
140
8
35
183
760
943
2021
£
176
–
35
211
883
1,094
2020
£
139
8
35
182
760
942
Trade and other payables, include a balance of £nil (2020: £7,962), owing to Red Rock Resources Plc, a related
party entity as a result of having common Directors.
Short Term Borrowings Maturity
Due by 23 December 2021
Due by 28 April 2022
Total long-term borrowings
2021
£’000
818
65
883
2020
£’000
760
–
760
C4 Energy Notes – YA PN II – Riverfort
On 5 December 2019, the Company announced that YA PN II and Riverfort Global Opportunities Limited, holders
of Promissory Notes and Convertible Loan Notes, first announced on 6 June 2018 and updated on 22 July 2019,
agreed to extinguish the entire remaining balance, through a subscription for New Loan Notes and a share
conversion. The partial conversion of the Promissory Notes resulted in the issuance of 25,963,636 new ordinary
shares of the Company and the investors have agreed to lock up the resulting promissory conversion shares:
100% of the total for three months, 70% of the total shares for a subsequent six months and 40% of the total
shares of the promissory conversion shares for a further six-month period. The approximate residual balance of
£286,756 of the promissory notes was retired, and YA PN II Ltd and Riverfort Global Capital Ltd have subscribed
for new two-year loan notes, payable on 23 December 2021, bearing 8% interest per annum with no
conversion rights.
Subsequent to year end, the Company is in the process of refinancing the YA PN II Ltd and Riverfort Global
Capital Ltd borrowings to extend the payment period through to December 2022. The refinancing is currently
on-going and expected to be formally agreed prior to the repayment date.
Also on 5 December 2019, the Company was informed by YA II PN Ltd and Riverfort Global Capital Limited
that, following the subscription of New Loan Notes, both parties had granted an option over their interests in the
New Loan Notes, totalling £729,272, to C4 Energy Ltd, a UK incorporated private entity. James Parsons,
Chairman of Corcel Plc, is also a Director and shareholder of C4 Energy Ltd.
More details on all the borrowing are given in Note 22.
16. Reserves
Share Premium
The share premium account represents the excess of consideration received for shares issued above their
nominal value net of transaction costs.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have arisen on the retranslation of
overseas operations.
CORCEL PLC 65
Notes to Financial Statements
continued
16. Reserves continued
Retained Earnings
Retained earnings represent the cumulative profit and loss net of distributions to owners.
FVTOCI Revaluation Reserve
The fair value through other comprehensive income (FVTOCI) reserve represents the cumulative revaluation
gains and losses in respect of FVTOCI investments.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative charge for options granted, still outstanding and
not exercised.
Warrant Reserve
The warrant reserve represents the cumulative charge for warrants granted, still outstanding and not exercised.
17. Share Capital, Share Premium and Shares to be Issued of the Company
The share capital of the Company is as follows:
Authorised, issued and fully paid
189,910,596 ordinary shares of £0.0001 each
(2019: 1,516,894,159 ordinary shares of £0.0001 each)
1,788,918,926 deferred shares of £0.0009 each
2,497,434,980 A deferred shares of £0.000095 each
8,687,335,200 B Deferred shares of £0.000099 each
As at 30 June
2021
£’000
38
1,610
237
860
2,745
2020
£’000
19
1,610
237
860
2,726
Movement in ordinary shares
Number
Nominal, £
Share Premium
As at 30 June 2019 – ordinary shares of £0.0001 each
1,516,894,159
151,689
21,113,220
Issued on 18 Dec 2019 at £0.0001 per share (cash)
Issued on 23 Dec 2019 at £0.000275 per share (cash)
Issued on 23 Dec 2019 at £0.000275 per share
(non-cash, debt extinguished)
Issued on 23 Dec 2019 at £0.000275 per share
(non-cash, promissory notes conversion)
Issued on 23 Dec 2019 at £0.000275 per share
(non-cash, CLN conversion)
23 December 2019 share subdivision into
- 8,687,335,200 ordinary shares of £0.000001 each
- 8,687,335,200 B deferred shares of £0.000099 each
Total ordinary shares of £0.000001 each at 23 Dec 2019
prior to share 100:1 consolidation
Share consolidation 100:1new ordinary shares
of £0.0001 each
Issued on 3 Jan 2020 at £0.0305 per share
(non-cash, partner buy out)
Issued on 31 Jan 2020 at £0.0443 per share
(non-cash, director’s salary)
56
3,021,818,173
0.01
302,182
–
489,358
530,030,036
53,003
92,864
2,596,363,636
259,636
454,364
1,022,229,140
(8,687,335,200)
102,223
(868,734)
170,457
–
8,687,335,200
86,873,352
2,461,538
122,312
8,687
8,687
246
12
–
–
74,831
5,403
66 CORCEL PLC
Movement in ordinary shares
Number
Nominal, £
Share Premium
Issued on 31 Jan 2020 at £0.0458 per share
(non-cash, director’s salary)
Issued on 31 Jan 2020 at £0.0467 per share
(non-cash, director’s fees)
Issued on 31 Jan 2020 at £0.0278 per share
(non-cash, settled creditor)
Issued on 6 Apr 2020 investor warrants
issued at time of fundraising
Issued on 7 Apr 2020 at £0.0083 per share
(non-cash, settled creditor)
Issued on 7 Apr 2020 at £0.0110 per share
(non-cash, debt purchase)
Issued on 7 Apr 2020 at £0.008 per share (cash)
Issued on 21 Apr 2020 at £0.0110 per share
(non-cash, SIP shares)
Issued on 19 Jun 2020 investor warrants issued at
time of fundraising
Issued on 19 Jun 2020 at £0.0100 per share (cash)
Issued on 19 Jun 2020 at £0.0100 per share
(non-cash, settled creditor)
As at 30 June 2020 – ordinary shares of £0.0001 each
Issued on 26 Oct 2020 at £0.0100 per share (cash)
Share issuance costs in relation to shares issued
on 26 Oct 2020
Issued on 26 Oct 2020 at £0.0100 per share
(non cash creditor settlement)
Issued on 26 Oct 2020 37,500,000 investor warrants
issued at time of fundraise
Issued on 28 Oct 2020 at £0.0098 per share
(RMI debt acquisition)
Issued on 17 Feb 2021 at £0.0125 per share (non-cash,
creditor settlement
Issued on 17 Feb 2021 51,200,000
investor warrants issued at time of fundraise
Issued on 17 Feb 2021 23,000,000
investor warrants issued at time of fundraise
Share issuance costs in relation to
shares issued on 17 Feb 2021
Issued on 18 Feb 2021 at £0.0125 per share (cash)
Issued on 18 Feb 2021 at £0.0125 per share
(non cash creditor settlement)
Issued on 15 Apr 2021 at £0.0160 per share
(cash, warrants exercised)
Issued on 20 Apr 2021 at £0.0160 per share
(cash, warrants exercised)
Issued on 20 Apr 2021 at £0.0160 per share
(cash, warrants exercised)
Issued on 22 Apr 2021 at £0.0160 per share
(cash, warrants exercised)
Issued on 10 May 2021 at £0.0200 per share
(non-cash, Tring Road interest)
Issued on 12 May 2021 25,000,000
investor warrants issued at time of fundraise
49,028
141,901
168,421
–
5
14
17
–
2,241
6,619
4,783
(117,529)
4,909,610
491
40,259
13,288,982
58,750,000
1,329
5,875
144,850
444,500
1,145,452
115
12,485
–
21,000,000
1,000,000
189,910,596
–
2,100
100
(116,655)
199,700
9,900
18,991
23,031,649
75,000,000
7,500
742,500
–
3,000,000
–
–
300
–
(45,000)
29,700
(210,000)
23,711,018
2,371
229,997
2,880,000
288
35,712
–
–
–
24,000,000
2,880,000
8,500,000
500,000
–
–
–
2,400
288
850
50
(276,480)
(230,769)
(9,000)
297,600
19,713
135,150
7,950
12,639,750
1,264
200,972
2,500,000
250
39,750
12,026,168
1,203
248,797
–
–
(150,000)
CORCEL PLC 67
Notes to Financial Statements
continued
17. Share Capital, Share Premium and Shares to be Issued of
the Company continued
Movement in ordinary shares
Number
Nominal, £
Share Premium
Issued on 12 May 2021 20,000,000
investor warrants issued at time of fundraise
Issued on 12 May 2021 at £0.0130
per share (non-cash creditor settlement)
Issued on 12 May 2021 at £0.0001
per share (non-cash creditor settlement)
Issued on 12 May 2021 at £0.0200
per share (non-cash interest settlement)
Issued on 12 May 2021 at £0.0001
per share (non-cash SIP)
As at 30 June 2021 – ordinary shares of £0.0100 each
–
–
(240,000)
23,076,924
2,308
277,692
1,846,152
1,200,000
1,116,994
384,787,602
185
120
112
1,656
23,880
–
38,480
24,161,469
The Company’s share capital consists of three classes of shares, being:
•
•
•
•
Ordinary shares with a nominal value of £0.0001, which are the company’s listed securities;
Deferred shares with a nominal value of £0.0009;
A Deferred shares with a nominal value of £0.000095; and
B Deferred share with a nominal value of £0.000099.
Subject to the provisions of the Companies Act 2006, the deferred shares may be cancelled by the Company,
or bought back for £1 and then cancelled. These deferred shares are not quoted and carry no rights whatsoever.
Shares to be Issued
On 1 December, 2020 the Company acquired the remaining 50% interests in WDD for potential consideration
of £90,000, payable in £15,000 in cash and £75,000 in new ordinary shares. The £75,000 consideration, payable
in shares, is dependant on the financial close of the initial 50MW of capacity of the Burwell Project. Financial
close is defined as having a fully funded SPV to take the project forward to operational capacity or any potential
disposal or sale. As at 30 June 2021, these consideration had not been met and as such £75,000 remains in
shares to be issued.
Warrants
At 30 June 2021, the Company had 170,399,328 warrants in issue (2020: 60,839,078) with exercise prices
ranging £0.01245-£0.60 (2020: £0.01245-£0.60). Out of those, 3,999,999 (2020: 609,090,906) have market
performance conditions that accelerate the expiry date. The weighted average remaining life of the warrants at
30 June 2021 was 695 days (2019: 979 days).
50,575,000 (post-consolidation) warrants were issued in the reporting year by the Group to its shareholders in
the capacity of shareholders and therefore are outside of IFRS 2 scope.
Details related to valuation of all warrants are disclosed below.
Group and Company
Outstanding at the beginning of the period
Granted during the period
Exercised during the period
Adjusted number of warrants in issue in line with 100:1 share consolidation
Lapsed during the period
Outstanding at the end of the period
68 CORCEL PLC
2021
number of
warrants
60,839,078
156,776,923
(47,216,673)
–
–
2020
number of
warrants
689,567,098
86,834,317
–
(506,471,429)
(209,090,908)
170,399,328
60,839,078
At 30 June 2021, the Company had the following warrants to subscribe for shares in issue:
Grant date
14 Jan 2019
15 Apr 2019
17 July 2019
31 Jan 2020
7 Apr 2020
7 Apr 2020
19 Jun 2020
26 Oct 2020
18 Feb 2021
18 Feb 2021
12 May 2021
12 May 2021
Warrant
exercise price,
adjusted
post
consolidation
£0.60
£0.10
£0.25
£0.0285
£0.01245
£0.016
£0.016
£0.016
£0.020
£0.013
£0.020
£0.025
Number of
warrants
before share
consolidation
91,587,303
399,999,998
20,000,000
–
–
–
–
–
–
–
–
–
Number of post
consolidation
warrants
915,873
3,999,999
200,000
438,596
4,909,610
29,375,000
21,000,000
13,360,250
51,200,000
–
25,000,000
20,000,000
Expiry date
12 Dec 2022
14 Apr 2021
1 July 2024
30 Jan 2023
6 Apr 2023
6 Apr 2023
18 Jun 2023
26 Oct 2023
18 Feb 2023
18 Feb 2024
31 Dec 2021
12 May 2024
Total warrants in issue at 30 June 2021
511,587,301
170,399,328
The aggregate fair value recognised in warrants reserve in relation to the share warrants granted during the
reporting period was £1,107,249 (2020: £272,785).
The following information is relevant in the determination of the fair value of warrants granted during the reporting
period. Black-Scholes valuation model was applied for all the warrants below:
Number of
post
Expiry date
dation
warrants
26 Oct 2023 37,500,000
18 Feb 2023 51,200,000
18 Feb 2024 23,076,923
31 Dec 2021 25,000,000
12 May 2024 20,000,000
consoli- Warrant
life,
years
3
2
3
0.5
3
Grant date
26 Oct 2020
18 Feb 2021
18 Feb 2021
12 May 2021
12 May 2021
Warrant
exercise
price,
adjusted
post
consoli-
dation,
£
0.016
0.020
0.013
0.020
0.025
Share
price
at the
grant
date,
£
0.0098
0.0120
0.0120
0.0212
0.0212
UK risk-
free rate
at the
FV of 1 FV of all
date of
grant, Volatility, warrant, warrants,
£
0.0057 210,000
0.0054 276,480
0.0100 230,769
0.0060 150,000
0.0120 240,000
%
0.0001
0.0015
0.0015
0.0015
0.0015
%
103.50
99.71
99.71
99.71
99.71
£
Total at 30 June 2021
156,776,923
1,107,249
Capital Management
Management controls the capital of the Group in order to control risks, provide the shareholders with adequate
returns and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt
and capital, includes ordinary share capital and financial liabilities, supported by financial assets. There are no
externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its
capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distributions to shareholders and share issues. There have been no changes in the
strategy adopted by management to control the capital of the Group since the prior year.
CORCEL PLC 69
Notes to Financial Statements
continued
18. Share-Based Payments
Employee Share Options
In prior years, the Company established an employee share option plan to enable the issue of options as part
of the remuneration of key management personnel and Directors to enable them to purchase ordinary shares
in the Company. Under IFRS 2 “Share-based Payments”, the Company determines the fair value of the options
issued to Directors and employees as remuneration and recognises the amount as an expense in the Income
Statement with a corresponding increase in equity.
At 30 June 2021, the Company had outstanding options to subscribe for post-consolidation Ordinary shares as
follows:
Options issued
14 June 2016
exercisable at
£0.45 per
share expiring
29 January 2022
Number
S Kaintz 28,200
J Parsons –
Employees 7,200
Total 35,400
Options issued
9 September
2016
exercisable at
£0.8 per share,
expiring on
9 September
2022,
Number
Options issued Options issued
31 January
2020
exercisable at
£0.0285
per share,
expiring on
31 January
2025
5 December
2019,
exercisable at
£0.0275
per share,
expiring on
5 December
2024
96,000
–
–
96,000
–
3,040,567
–
3,040,567
3,040,567
–
–
3,040,567
2021 2020
Company and Group
Outstanding at the beginning of the period
Granted during the year
Adjusted in line with 100:1 share consolidation
Outstanding at the end of the period
Number of
options
Number
6,212,534
–
–
6,212,534
Weighted
average
exercise
price
£
0.42
–
–
0.42
Number of
options
Number
27,060,000
6,081,134
(26,928,600)
6,212,534
Total
Number
3,164,767
3,040,567
7,200
6,212,534
Weighted
average
exercise
price
Pence
0.71
0.28
0.71
0.42
The exercise price of options outstanding at 30 June 2021 and 30 June 2020, ranged between £0.0275 and
£0.80. Their weighted average contractual life was 3.462 years (2020: 4.462 years).
Of the total number of options outstanding at 30 June 2021, 122,900 (2020: 122,900) had vested and were
exercisable. The weighted average share price (at the date of exercise) of options, exercised during the year,
was nil (2020: nil) as no options were exercised during the reporting year (2020: nil).
The following information is relevant in the determination of the fair value of share options granted during the
reporting period to the Company Directors. Black-Scholes valuation model was applied to value the options with
the inputs detailed in the table below:
Number
of post
Option
exercise
price,
adjusted
post
of the consoli-
dation period, option, dation,
£
0.0275
0.0285
years
5
5
years
3
3
Life
options
3,040,567
3,040,567
consoli- Vesting
UK
Share risk-free
rate
price
at the
at the
date of
grant
grant, Volatility,
date,
%
£
100.3
0.0400
101.0
0.0278
%
0.00557
0.425
FV
FV of 1
of all
option, options,
£
82,095
52,055
£
0.027
0.01712
Grant date
5 Dec 2019
31 Jan 2020
Total at 30 June 2021 6,081,134
70 CORCEL PLC
Share-based remuneration expense, related to the share options granted during the reporting period, is included
in the Administrative expenses line in the Consolidated Income Statement in the amount of £nil (2020: £23,193).
Share Incentive Plan
In January 2012, the Company implemented a tax efficient Share Incentive Plan (SIP), a government approved
scheme, the terms of which provide for an equal reward to every employee, including Directors, who have served
for three months or more at the time of issue. The terms of the plan provide for:
•
•
•
each employee to be given the right to subscribe any amount up to £150 per month with Trustees, who
invest the monies in the Company’s shares;
the Company to match the employee’s investment by contributing an amount equal to double the
employee’s investment (“matching shares”); and
the Company to award free shares to a maximum of £3,600 per employee per annum.
The subscriptions remain free of taxation and national insurance if held for five years.
All such shares are held by SIP Trustees and the shares cannot be released to participants until five years after
the date of the award.
During the financial year, a total of 1,116,994 free, matching and partnership shares were awarded (2020:
1,145,452), resulting in a share-based payment charge of £5,400 (2020: £9,772), included into administrative
expenses line in the Consolidated Income Statement.
19. Cash and Cash Equivalents
Group
Cash in hand and at bank
Company
Cash in hand and at bank
30 June
2021
£’000
392
30 June
2021
£’000
387
30 June
2020
£’000
415
30 June
2020
£’000
389
Credit Risk
The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from notes and other
receivables. The Directors manage the Group’s exposure to credit risk by the application of monitoring
procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Directors
minimise credit risk by dealing exclusively with high credit rating counterparties.
Credit Risk Concentration Profile
The Group’s receivables do not have significant credit risk exposure to any single counterparty or any group of
counterparties, having similar characteristics. The Directors define major credit risk as exposure to a
concentration exceeding 10% of a total class of such asset.
The Company maintains its cash reserves in Coutts & Co, which maintains an A-1 credit rating from Standard
& Poor’s.
CORCEL PLC 71
Notes to Financial Statements
continued
20. Financial Instruments
20.1 Categories of Financial Instruments
The Group and the Company holds a number of financial instruments, including bank deposits, short-term
investments, loans and receivables and trade payables. The carrying amounts for each category of financial
instrument are as follows:
Group
30 June
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares (Note 12)
Total financial assets carried at fair value, valued at observable market price
Fair value through profit and loss financial assets
Investments in warrant of a listed entity (Note 13)
Investments in a project of a private entity
Total financial assets carried at fair value, valued using valuation techniques
Cash and cash equivalents
Loans and receivables
Receivable from JVs
Purchased debt - current (Note 14)
Other receivables
Total financial assets held at amortised cost
Total financial assets
Total current
Total non-current
Company
30 June
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares
Total FVTOCI financial assets
Fair value through profit and loss financial assets
Investments in a project of a private entity
Total financial assets carried at fair value, valued using valuation techniques
Cash and cash equivalents
Loans and receivables
Receivable from JVs
Purchased debt - current (Note 14)
Receivable from subsidiaries
Other receivables
Total financial assets held at amortised cost
Total financial assets
Total current
Total non-current
72 CORCEL PLC
2021
£’000
2020
£’000
7
7
–
72
72
392
1,362
987
228
2,577
3,048
1,686
1,362
2021
£’000
7
7
72
72
387
1,362
987
17
161
2,527
2,993
1,631
1,362
4
4
5
5
415
1,322
367
174
1,863
2,287
594
1,693
2020
£’000
4
4
–
–
389
1,322
367
51
174
1,914
2,308
564
1,744
Financial Instruments Carried at Fair Value Using Valuation Techniques Other than Observable Market Value
Financial instruments, valued using other valuation techniques, can be reconciled from beginning to ending
balances as follows:
Group
30 June
Financial assets
Purchased debt
FVTPL
Total financial assets valued using valuation techniques
Financial liabilities
Loans and borrowings
Trade and other payables
Borrowings
Total financial liabilities
2021
£’000
987
72
1,059
232
818
1,050
2020
£’000
367
5
372
183
760
943
Trade Receivables and Trade Payables
Management assessed that other receivables and trade and other payables approximate their carrying amounts
largely due to the short-term maturities of these instruments.
Borrowings
The carrying value of interest-bearing loans and borrowings is determined by calculating present values at the
reporting date, using the issuer’s borrowing rate. The loan is due in December 2021 and impact of the discounting
is immaterial and, therefore, not included into the valuation.
20.2 Fair Values
Financial assets and financial liabilities, measured at fair value in the statement of financial position, are grouped
into three levels of a fair value hierarchy. The three levels are defined, based on the observability of significant
inputs to the measurement, as follows:
•
•
•
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
The carrying amount of the Group and the Company’s financial assets and liabilities is not materially different
to their fair value. The fair value of financial assets and liabilities is included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Where a quoted price in an active market is available, the fair value is based on the quoted price at the end of
the reporting period. In the absence of a quoted price in an active market, the Group uses valuation techniques
that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
CORCEL PLC 73
Notes to Financial Statements
continued
20. Financial Instruments continued
20.2 Fair Values (continued)
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
Group and Company
30 June 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Financial assets at fair value through other
comprehensive income – Quoted equity shares
Financial assets at fair value through profit and loss
7
–
–
–
–
72
Group and Company
30 June 2020
Level 1
£’000
Level 2
£’000
Level 3
£’000
Financial assets at fair value through other
comprehensive income – Quoted equity shares
Financial assets at fair value through profit and loss
4
–
–
–
–
5
Total
£’000
7
72
Total
£’000
4
5
20.3 Financial Risk Management Policies
The Directors monitor the Group’s financial risk management policies and exposures, and approve financial
transactions.
The Directors’ overall risk management strategy seeks to assist the consolidated Group in meeting its financial
targets, while minimising potential adverse effects on financial performance. Its functions include the review of
credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk and market risk, consisting
of interest rate risk, liquidity risk, equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the potential non-performance by counterparties
of contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of
systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such
limits and monitoring of the financial liability of significant customers and counterparties), ensuring, to the extent
possible, that customers and counterparties to transactions are of sound creditworthiness. Such monitoring is
used in assessing receivables for impairment.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating
or in entities that the Directors have otherwise cleared as being financially sound.
Trade and other receivables, that are neither past due nor impaired, are considered to be of high credit quality.
Aggregates of such amounts are as detailed in Note 14.
There are no amounts of collateral held as security in respect of trade and other receivables.
The consolidated Group does not have any material credit risk exposure to any single receivable or group of
receivables under financial instruments entered into by the consolidated Group.
74 CORCEL PLC
Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Group manages this risk through the following
mechanisms:
•
•
•
monitoring undrawn credit facilities;
obtaining funding from a variety of sources; and
maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance operations and that controls over
expenditures are carefully managed. All financial liabilities are due to be settled within the next twelve months.
Market Risk
Interest Rate Risk
The Company is not exposed to any material interest rate risk because interest rates on loans are fixed in
advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future cash flows of a financial instrument, will fluctuate because
of changes in market prices, largely due to demand and supply factors for commodities, but also include political,
economic, social, technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group’s transactions are carried out in a variety of currencies, including Australian Dollars, Canadian Dollars,
United Stated Dollars, Papua New Guinea Kina and UK Sterling. To mitigate the Group’s exposure to foreign
currency risk, non-Sterling cash flows are monitored. Fluctuation of +/- 10% in currencies, other than UK Sterling,
would not have a significant impact on the Group’s net assets or annual results.
The Group does not enter forward exchange contracts to mitigate the exposure to foreign currency risk as
amounts paid and received in specific currencies are expected to largely offset one another.
These assets and liabilities are denominated in the following currencies as shown in the table below:
Group
GBP
£’000
30 June 2021
Cash and cash equivalents 392
Amortised cost financial assets - Other receivables 228
FVTOCI financial assets 7
FVTPL financial assets - warrants –
FVTPL financial assets 72
Amortised costs financial assets - Non-current
receivables 1,362
Trade and other payables, excluding accruals 237
Short-term borrowings 883
AUD USD CAD Total
£’000 £’000 £’000 £’000
– – – 392
987 – – 1,215
– – – 7
– – – –
– – – 72
– – – 1,362
– – – 237
– – – 818
CORCEL PLC 75
Notes to Financial Statements
continued
20. Financial Instruments continued
20.3 Financial Risk Management Policies (continued)
Group
GBP AUD USD CAD
£’000 £’000 £’000 £’000
30 June 2020
Cash and cash equivalents 414 1 – –
Amortised cost financial assets - Other receivables 175 – – –
FVTOCI financial assets 4 – – –
FVTPL financial assets - warrants – 5 – –
Amortised costs financial assets - Non-current
receivables 1,322 368 – –
Trade and other payables, excluding accruals 148 – – –
Short-term borrowings – – – –
Long-term borrowings 760 – – –
Company
GBP AUD USD CAD
£’000 £’000 £’000 £’000
30 June 2021
Cash and cash equivalents 387 – – –
Amortised cost financial assets - Other receivables 161 987 – –
FVTOCI financial assets 7 – – –
FVTPL financial assets 72 – – –
Amortised costs financial assets - Non-current
receivables 1,362 – – –
Trade and other payables, excluding accruals 211 – – –
Short-term borrowings 883 – – –
Company
GBP AUD USD CAD
£’000 £’000 £’000 £’000
30 June 2020
Cash and cash equivalents 389 – – –
Amortised cost financial assets - Other receivables 175 – – –
FVTOCI financial assets 4 – – –
Amortised costs financial assets - Non-current
receivables 1,372 368 – –
Trade and other payables, excluding accruals 148 – – –
Short-term borrowings – – – –
Long-term borrowings 760 – – –
Total
£’000
415
175
4
5
1,690
148
–
760
Total
£’000
387
1,148
7
72
1,362
211
818
Total
£’000
389
175
4
1,740
148
–
760
Exposures to foreign exchange rates vary during the year, depending on the volume and nature of overseas
transactions.
76 CORCEL PLC
21. Reconciliation of Liabilities Arising from Financing Activities and Major
Non-Cash Transactions
Significant non-cash transactions, from financing activities in relation to loans and borrowings, are as follows:
30 June
2020
£’000
–
760
–
760
Riverfort Capital Ltd
and YA II PN Ltd loan
Riverfort Capital and
YA II PN Ltd loan - new
Convertible loan notes
Total
Cash
flows
Loans
Non-cash
flow
flow flow Forex
received Restructured Conversion movement
£’000
£’000
£’000
Non-cash
flow
Interest and
Non-cash Non-cash arrangement
fees
accreted
£’000
£’000
Cash
flows
Principal
repaid
£’000
Cash
flows
Interest
repaid
£’000
– – –
– – –
– – –
– – –
–
–
–
–
– – –
58 – –
– – –
58 – –
30 June
2021
£’000
–
818
–
818
Significant non-cash transactions from financing activities in relation to raising new capital are disclosed in Note 17.
Significant non-cash transactions from investing activities were:
•
13,288,982 shares issued at £0.011 per share by the Company for the total of £146,178 to acquire
discounted debt. More details are disclosed in Note 14.
Significant non-cash transactions from operating activities were as follows:
•
•
•
•
Payment for services and Director remuneration (share-based payments in the form of options and
warrants), in the amount of £nil (2020: £63,194), disclosed in Notes 17 and 18;
Impairment of other receivables in the amount of £nil (2020: £36,599);
Goodwill write off in the amount of £25,250 (2020: £105,815); and
Share based payments to settle creditor balances £392,000 (2020: £nil).
22. Significant Agreements and Transactions
Financing
•
On 26 October 2020, the Company announced a fundraising of £750,000 at a price of £0.01 per share.
A total of 37,500,000 three-year warrants were issued to investors at a price of £0.016 per share. The
Company also issued 3,000,000 shares to service providers.
•
On 18 February 2021, the Company announced had agreed a funding package of equity and debt. The
equity funding raised proceeds of £300,000 from the issue of 24,000,000 new ordinary shares at a price
of £0.0125 per share. The Company also issued 48,000,000 two-year warrants, exercisable at £0.02 per
share. The debt element of the fundraising included a £300,000 unsecured loan facility to be drawn down
in 5 tranches. The loan plus a fixed coupon of 8% was repayable on maturity on 28 December 2021. The
coupon is repayable in cash or shares at the Lenders discretion and if in shares at a price of £0.013. As
part of the loan the Company issued 23,076,923 three-year warrants, exercisable when the share price is
at or above £0.02 per share, at a price of £0.013 per share or at the future price of any placing or
subsequent funding during the first 12 months of the warrants being issued. The warrant exercise proceeds
will be netted off against the repayment of the pro-rata drawn loan facility with the full 8% of interest also
payable in shares at a price of £0.013 per share.
CORCEL PLC 77
Notes to Financial Statements
continued
22. Significant Agreements and Transactions continued
•
On 12 May 2021, the Company announced that it had received notice of the exercise of 23,076,924
warrants at an exercise price of £0.012 per share for gross proceeds of £300,000. £200,000 of these
proceeds were credited to the Company’s account, with the balance having been netted off and used to
repay in full the outstanding loan facility. The interest, due on the loan, was also repaid through the
issuance of an additional 1,846,152 new ordinary shares. The Company has also agreed a new loan note,
to provide in aggregate £500,000 through an unsecured loan facility to be drawn down in 5 tranches. The
loan plus a fixed coupon of 8% was to be payable upon maturity, which is 31 April 2022. As part of the
loan facility, the Company issued 25,000,000 warrants with a £0.02 strike price, expiring on 31 December
2021 and 20,000,000 three-year warrants with a £0.025 strike price. The coupon is repayable in either
cash or shares at the lender’s discretion and if payable in shares at a price of £0.02. Should the warrants
be executed during the loan facility, the proceeds will be netted off the repayment of the pro-rata drawn
loan facility.
Resource Mining Corporation Debt - Wo Wo Gap Nickel/Cobalt Project
•
On 28 October 2020, the Company announced that it had exercised its option to buy AUD 3.05m of debt
in Resource Mining Corporation Limited. Execution of the option consisted of the payment of AUD 640,000
and the issuance of 23,711,018 new ordinary shares to Base Asia Pacific Limited. The shares were locked
in for a period of 12 months.
•
On 17 November 2020, the Company announced the completion of the acquisition of AUD 3.05m from
Resource Mining Corporation Limited and the subordination of the small remaining debt position of
AUD 170,000 to Corcel’s senior lending position.
Flexible Grid Solutions
•
On 1 December 2020, the Company announced the acquisition of the remaining 50% interest in Weirs
Drove Development Limited, thereby becoming the 100% owner of the Burwell project for consideration of
£90,000. This total potential consideration was broken down into £15,000 payable in cash and £75,000
payable in new Corcel ordinary shares, payable at financial close of the initial 50MW of capacity of the
Burwell project.
•
•
On 10 May 2021, the Company announced that it had acquired a 40% interest in the shovel ready 50MW
Tring Road gas peaker project from Arlington Energy Ltd. The consideration for the purchase was £400,000
satisfied through £150,000 in cash and 12,026,168 new ordinary shares in Corcel, locked in for six months.
On 28 May 2021, the Company announced that it had acquired 100% of the rights to the Avonmouth gas
peaker project as well as the rights to an additional 15MW of potential grid connection capacity and
associated land at the Avonmouth complex. The consideration for the purchase was £72,000 payable
immediately and a further £72,000 payable at financial close.
23. Commitments
As at 30 June 2021, the Company had entered into the following commitments:
•
•
Exploration commitments: On-going exploration expenditure is required to maintain title to the Group
mineral exploration permits. No provision has been made in the Financial Statements for these amounts
as the expenditure is expected to be fulfilled in the normal course of the operations of the Group.
On 8 November 2021, the Company entered into a new lease agreement for office space with WeWork
Aldwych House. The initial lease runs from 1 January 2022 through 30 June 2022 and is non-cancellable
during this period. Thereafter, the lease can be terminated by giving one full calendar month notice.
78 CORCEL PLC
24. Related Party Transactions
•
•
•
Related party receivables and payables are disclosed in Notes 14 and 15, respectively.
The key management personnel are the Directors and their remuneration is disclosed within Note 8.
Ewen Ainsworth, a Director of the Company, has provided consultancy services and the fee is disclosed
within Note 8. This is paid to Discovery Energy Ltd, a company controlled by Mr Ainsworth. The consultancy
services were terminated effective on 31 December 2020.
25. Events After the Reporting Period
•
•
•
On 12 August 2021, the Company signed a binding but conditional share purchase agreement with
Resource Mining Corporation Limited (“RMI”) to acquire 100% of the issued share capital of Niugini Nickel
Pty Ltd, which owns 100% of the Wo Wo Gap nickel-cobalt project in Papua New Guinea. As consideration
for the acquisition, the Company is releasing all liabilities and obligations in connection with is AUD
4,761,087 senior debt position in RMI.
On 2 September 2021, the Company extended by one month the repayment date in respect of part of its
AUD 4,761,087 debt position in Resource Mining Corporation Limited. The repayment which was due on
30 September 2021 in the amount of AUD 2,741,087 became due on 31 October 2021.
On 18 October 2021, the Company completed the share purchase agreement with Resource Mining
Corporation Limited to acquire 100% of the issued share capital of Niugini Nickel Pty Ltd, which owns
100% of the Wowo Gap nickel-cobalt project in Papua New Guinea. As consideration for the acquisition,
the Company released all liabilities and obligations with its AUD 4,761,087 senior debt position in RMI, of
which the cost of the acquisition of the position was £987,000.
The consideration of £987,000 was satisfied through the release of liabilities and obligations of the
Company’s senior debt position in RMI.
The initial estimate of the fair value of the assets acquired and liabilities assumed of Niugini Nickel Pty Ltd
at the date of acquisition based upon the Niugini Nickel Pty Ltd consolidated balance sheet at 18 October
2021 are as follows:
Property, plant and equipment
Cash
Trade and other payables
Total identifiable net assets acquired
Goodwill
Consideration
Total consideration recorded at market value of debt extinguished
£’000
43
20
(12)
51
936
987
Goodwill relates to the accumulated “knowhow” and expertise of the business and its staff. None of the
goodwill is expected to be deducted for income tax purposes. As we complete the purchase price allocation
the Company expects to recognise specific identifiable intangible assets, which may be deductible for
income tax purposes. Any separately identified intangible assets will reduce the value attributed to goodwill.
The initial accounting for the acquisition of Niugini Nickel Pty Ltd is incomplete as at the date of these
financial statements given the limited period of time since the acquisition was completed.
•
On 8 November 2021, the Company announced that it had agreed with FPC Electric Land Ltd to extend
its 100% rights over the Avonmouth project to 1 February 2022 and is in discussion with Arlington Energy
Ltd, regarding extending the option to lease the site at the Tring Road Project, where Corcel owns 40%.
The extension of the Tring Road lease option was completed after the period end.
CORCEL PLC 79
Notes to Financial Statements
continued
25. Events After the Reporting Period continued
•
On 08 November 2021, the Company entered into a new lease agreement for office space with WeWork
Aldwych House. The initial lease runs from 1 January 2022 through 30 June 2022 and is non-cancellable
during this period. Thereafter, the lease can be terminated by giving one full calendar month notice.
26. Control
There is considered to be no controlling party.
80 CORCEL PLC
Perivan 262499