Registration Number: 05227458
Corcel Plc
Annual Report and Accounts 2023
Contents
Pages
STRATEGIC REPORT ....................................................................................................................................................... 2
COMPANY INFORMATION AND ADVISERS ........................................................................................................................ 2
CHAIRMAN’S STATEMENT ........................................................................................................................................... 3
STRATEGIC REVIEW .................................................................................................................................................. 5
GOVERNANCE ................................................................................................................................................................ 10
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT .................................................................................................... 10
QCA CODE 2018 PRINCIPLES .................................................................................................................................. 11
CORPORATE GOVERNANCE FRAMEWORK .................................................................................................................... 15
MATTERS RESERVED FOR THE BOARD ........................................................................................................................ 16
BOARD ACTIVITIES 2022-23 ..................................................................................................................................... 17
BOARD COMMITTEES .............................................................................................................................................. 17
DIRECTORS’ REPORT .............................................................................................................................................. 19
STATEMENT OF DIRECTORS’ RESPONSIBILITIES ............................................................................................................ 23
INDEPENDENT AUDITOR’S REPORT ............................................................................................................................. 24
FINANCIAL STATEMENTS .............................................................................................................................................. 30
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................................................................... 30
CONSOLIDATED INCOME STATEMENT .......................................................................................................................... 31
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .............................................................................................. 32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................................................................... 33
CONSOLIDATED STATEMENT OF CASH FLOWS .............................................................................................................. 35
COMPANY STATEMENT OF FINANCIAL POSITION ............................................................................................................ 36
COMPANY STATEMENT OF CHANGES IN EQUITY ............................................................................................................ 37
COMPANY STATEMENT OF CASH FLOWS ..................................................................................................................... 39
NOTES TO FINANCIAL STATEMENTS ............................................................................................................................ 40
Corcel Plc
Annual Report and Accounts 2023
1
Bankers
Coutts & Co
440 Strand
London WC2R 0QS
Registrars
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey GU9 7DR
Tel: 012 5282 1390
Strategic Report
Company Information and Advisers
Directors
Antoine Karam
Executive Chairman
Yan Zhao
Non-Executive Director
Ewen Ainsworth
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
Nominated Adviser
WH Ireland
24 Martin Lane
London EC4R 0DR
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
Corcel Plc
Annual Report and Accounts 2023
2
Chairman’s Statement
Corcel is an AIM-listed oil and gas company advancing towards first oil through its interests in three blocks in onshore
Angola. With drilling having completed on the first well at Block KON-11 and now underway at the second, the Company
is making aggressive strides towards achieving its mid-term hydrocarbon production goals.
Strategy Shift and Angola
During the course of the year, the Company began, and has now largely completed, its transition from battery metals to oil
and gas. Whilst it retains several battery metal interests, including exposure to lithium and rare earth elements, the Board
believed that the opportunity for an attractive entry into near-term hydrocarbon production in Angola is the best long-term
strategy to create value for shareholders. The Directors recognize the global energy transition already underway, but
believe that oil and gas will remain key components in the world’s energy mix for many years to come, offering strong
returns to those with the right assets and funding, willing to invest in opportunities not always obvious to wider popular
investor sentiment.
The Company’s cornerstone achievement during the year was the acquisition of three interests in onshore blocks in Angola,
KON-11/12/16, through the acquisition of a 90% interest in Atlas Petroleum Exploration Worldwide Ltd ‘’APEX’’. Corcel’s
agreement to bring these assets into the Company - at what the Board considers very favourable pricing - has provided
the Company with a firm foundation in Angola on which to build, and several additional opportunities are currently under
consideration. The acquisition of APEX brings with it a local team in Angola, led by our new MD Angola, Geraldine Geraldo
as well as a deep bench of experienced oil and gas technical experts, all familiar with Angola, and with the onshore Kwanza
basin in particular, a brownfield basin, with significant historic production. We have after the year-end added a new
technical lead to our team, Jennifer Ayers, who is ex-Chevron, and who arrives with many years of experience including
operating in Angola.
Progress on the ground in Angola has come quickly after the reporting period year end, with initial drilling on TO-13, the
first Well having concluded, and the rig now having moved and spudded TO-14 at a second location. The Company is
very pleased with the results of the first well, which despite being drilled downdip encountered the full 120m horizon of the
Binga targeted, with oil shows and multiple potential production horizons throughout. The Company and the block
consortium as a whole, led by the Angolan State Oil Company, Sonangol, believe that these early results point towards
significant hydrocarbon potential remaining and dictate a move towards an early production system at the field, targeting
first oil during the course of 2024. This will clearly be an important milestone for the company.
Rounding out the Company’s transformation have been several board changes, some of which were in progress at the
time of writing and are expected to conclude by the end of 2023. Once completed, a new fresh group of Executive and
Non-Executive senior managers and Directors will be in place to lead the Company forward, with the right mix of experience
and skills to propel Corcel and its interests.
Battery Metals
Also during the year, the Company advanced its efforts to restructure its battery metal interests, first through the entrance
of a new cornerstone investor at the end of 2022, led by new board member Yan Zhao, and then through an agreement
with International Battery Metals (“IBM”) to form a joint venture with the Company’s 100% interest in Wowo Gap and 41%
interest in the Mambare project. Unfortunately, the Company’s partner at Mambare attempted to pre-empt only a portion
of the transaction, delaying completion, and forcing the future JV partners to split the transaction into two distinct
subsequent transactions. The first, the sale of Wowo Gap for up to US$2.8 million, completed before the year end and the
second, the sale of Mambare for up to US$4.1 million, was still in progress at the time of writing. These two transactions
will bind these assets to the Asian industrial off-takers hungry for these metals, have brought significant cash into the
business, and offer Corcel a potential residual interest in battery metals through an ongoing shareholding in IBM.
The Company has also been active in Australia where during the year it acquired the Mt. Weld Rare Earth Element project
for a modest consideration and then farmed out 50% of the project now overdue and which we hope to see before year-
end. Also during the year the Company sold a 20% interest in the project to Extraction SRL (a company controlled by the
Corcel Chairman), valuing the entire project at AUD5 million. Following the receipt of final drill and metallurgical results,
the Company expects to work with Extraction and Riversgold to determine the next steps at the site.
The Company also agreed and then exercised an option to own 100% of the lithium rights at the Canegrass project, in
Western Australia. These rights are overlain on an existing nickel project not currently owned by Corcel, and the Company
believes that the pegmatites found at the project could be very prospective for lithium. At the time of writing the Company
was concluding its initial exploration activities at the project, which should lead to an update on the project in the coming
months and provide valuable data for future decision making at the project.
Corcel Plc
Annual Report and Accounts 2023
3
Chairman’s Statement
continued
Legacy Interests
The Flexible Grid Solutions business unit was formally shuttered during the year, culminating in the sale of the Company’s
residual interests in the Tring Road gas peaker plant site and the site of the Burwell Energy Storage project, for a modest
profit. Flexible energy production and storage, while an exciting business in its own right, ultimately was not felt to be key
to Corcel’s strategy going forward, and the Company was pleased to have cash-based exits of these interests.
Financing and Results
During the course of the year, the Company overhauled both its shareholder base through the introduction of several
cornerstone investors, as well as reducing and ultimately paying off the historic debt position in the Company, which dated
back to 2018. This was accomplished through the introduction of Yan Zhou, now a board member, and the investments
he led into Corcel in October and then December 2022, with this group currently holding a 10.57% interest. Subsequently,
Extraction SRL (a company 45% owned by Corcel’s Chairman), agreed to invest over £1 million in several tranches, and
ultimately acquired a 19.15% interest in the Company, and finally the vendors of APEX (several of whom are either set to
join the Corcel Board or to become key advisors to the Company), following the 90% sale of these interests to Corcel,
collectively hold some 17.19% of the business.
A shareholder base of this stature is a significant change from the manner in which Corcel has been previously funded,
and gives the Company a core group of investors backing the Company to meet its longer-term goals, and supporting the
Company during the time it takes to generate cash flow from operations and ultimately drive shareholder value over
whatever market conditions may exist.
In alignment with this goal, the Company during the course of the year, first refinanced and then by January 2023 paid off
in full its corporate debt originally due in October 2022. Subsequently the Company refinanced and then, through a series
of conversions and a cash repayment after the year-end, retired the legacy debt of Regency Mines Plc (the Company’s
former name), making the Company debt-free for the first time in several years and removing the last of the short-term
obligations that remained.
Also, after the year-end the Company agreed a series of convertible loan notes with Extraction SRL (a company 45%
owned by Corcel’s Chairman) which would allow immediate drawdown of £1 million, with a second £1 million before
January 2024, and an additional £8 million to be mutually agreed over the three-year period. The Company has now agreed
with Extraction SRL that the balance of the loan will now be made available for early drawdown. This loan is convertible at
a 100% premium to the share price at the time it was agreed, and fully aligns the Extraction investor group with both current
and future Corcel stakeholders.
We report during the period that the Group incurred a reduced loss of £1.187 million (2022: 2.128 million) whilst finance
costs over the year increased to £0.451 million (2022: £0.224m), reflecting increased interest and refinancing fees (2022:
£0.224million). Overall, administrative costs increased slightly for the year to £1.442 million (2022: £1.26 million) largely
reflecting increased insurance costs, and the expansion of the team to support operations in Angola. A gain on the disposal
of the Flexible Grid Solutions division and a portion of the Mt. Weld project led to income of £1.146 million during the period.
While overall market conditions remain poor both on AIM generally and in the oil and gas sector specifically, the Board
believes that Corcel is uniquely funded in a manner that distinguishes it from most of its peers, and when this funding
framework is tied with top tier appraisal and development assets in onshore Angola, Corcel is positioned to succeed in this
space where others have failed.
We therefore are pleased to present the Annual Report and Accounts for the year to 30 June 2023. We thank all
stakeholders for their ongoing support and we look forward with excitement to additional progress in 2024.
Antoine Karam
Executive Chairman
Corcel Plc
Annual Report and Accounts 2023
4
Strategic Review
Overview of the Business
The Company is listed on London’s AIM market (AIM:CRCL) and manages a portfolio of oil and gas exploration and
appraisal assets in onshore Angola. The Company retains interests in several legacy battery metals assets offering
exposure to lithium and rare earth elements.
Business Strategy
The Company seeks to become a significant player in onshore Angola, by participating in the reactivation of the Kwanza
Basin, which has lain dormant since the 1990s. Corcel looks to achieve first oil within the next year, and sees additional
opportunities for consolidation in the region. The Company recognizes that a global energy transition is underway, but
believes that hydrocarbons will remain an important element of the energy mix for many years.
Principal Risks and Risk Management
Oil and gas exploration and development is an inherently high-risk business with a number of identified risks outlined
herein.
1. Health, safety and environment (HSE): Oil and gas exploration, development and production activities can be
complex and are physical in nature. HSE risks cover many areas including major accidents, personal health and
safety, compliance with regulations and potential environmental harm. The Group strives to ensure the safety of
its employees, contractors and consultants, and seeks to minimize its environmental impact where at all possible.
2. Exploration, development and production: The ultimate success of the Group is based on its ability to grow
production from existing and future assets and to create value through exploration activity across the existing
portfolio together with selective acquisition activity to grow the asset base. The Group relies on internal and
external technical expertise in order to support exploration and appraisal activities and to maximize the chances
of success.
3. Reserves and resources: The estimation of oil and gas reserves and resources involves a high level of
subjective judgment based on available geological, technical and economic information. The Group has a strong
team with expertise in subsurface and reservoir analysis as well as drilling and well engineering. The Company
employs technical experts with industry standard qualifications and experience to operate our assets and to work
closely with operators where appropriate.
4. Portfolio concentration: The Group’s exploration and appraisal assets are currently in the Kwanza Basin,
onshore Angola. This concentrates risk in a single jurisdiction and in a particular basin with broadly similar geology
across the Blocks. The Group is currently seeking to diversify its asset base, which may include opportunities in
Brazil and in other areas of Angola.
5. Financing Risk: Oil and gas development and production activity are capital intensive. The Group currently
generates no cash from operations and relies on investment capital to take the business forward. The Group has
recently brought in a new funding group, which has provided substantial funding to take the business forward,
and the Directors believe that the Company can access additional funding through these relationships to take the
business through the next several phases of development.
6. Bribery and corruption: There is a risk that third parties or staff could be encouraged to become involved in
corrupt or questionable practices. Transparency International’s rankings put Angola at 116 out of 180 countries
and its respective score at 33 out of a maximum of 100 points on their 2022 Corruption Perceptions Index. The
Group has a zero-tolerance policy towards bribery and corruption, and has an established anti-bribery and
corruption (ABC) policy that requires all new hires to take an online certificated course ensuring they understand
what ABC is and how best to deal with situations they could potentially encounter in their workplaces.
7. Commodity prices: The Group is exposed to commodity price risk in relation to the valuation of future
hydrocarbon reserves. As the Group is not yet in production and does not currently have reserves, the Directors
believe that this risk is relatively minimal at present.
Corcel Plc
Annual Report and Accounts 2023
5
Strategic Review
continued
8. Fiscal and political: The Group’s operations are located in Angola with legacy assets in Australia, and the Group
is therefore exposed to both in-country fiscal and political risk. In Angola the Group employs a Managing Director
and several consultants with deep experience in the country. The Group monitors political risk and political
developments in Angola to determine if developments could affect its operations. Further, the Group interacts
with relevant Governments, Government Ministries and Agencies, and the state-owned oil and gas company in
Angola with a view to minimizing political risks. In Australia, the Company monitors Australian Dollar denominated
costs and seeks to mitigate risk through the pre-purchase of Australian Dollars as deemed appropriate for the
current scale of operations.
Internal Controls & 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.
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 its oil and gas assets further, the addition of KPIs will be considered and added as
appropriate.
Key Performance Indicators
Cash balance
Current Assets
Net working capital
Total Assets
2023
£’000
257
1,011
(303)
6,833
2022
£’000
25
302
(1,444)
4,871
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 and developer, 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
Corcel Plc
Annual Report and Accounts 2023
Male
3
1
Female
0
3
6
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.
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:
the need to foster the Company’s business relationship with suppliers, customers and others,
a. the likely consequences of any decision in the long term,
b. the interests of the Company’s employees,
c.
d. the impact of the Company’s operations on the community and environment,
e. the desirability of the Company maintaining a reputation for high standards of business conduct, and
f.
the need to act fairly as between members of the Company.
The Company went through a period of continued development and evolution in 2022-23, with a revised focus on oil and
gas exploration and development through the acquisition of a 90% interest in APEX, the holder of several exploration and
appraisal interests in onshore Angola. The Company also brought in two cornerstone investors during the course of the
year, which have provided capital and ongoing funding to the business as it continues to evolve, largely minimising dilution
at this stage of development.
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 5 to 9.
Corcel Plc
Annual Report and Accounts 2023
7
Strategic Review
continued
Employee Engagement
The Board recognises that its employees are one of 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.
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 upholds 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.
to sustainable natural resource
Corcel is committed
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 interests 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 and when required to ensure
that the issues of bribery and corruption remain at the forefront of peoples’ mind.
Corcel Plc
Annual Report and Accounts 2023
8
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 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 attend the Company’s Annual General Meetings and any other shareholder meetings held during the
year, 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.
Antoine Karam
Executive Chairman
29 November 2023
Corcel Plc
Annual Report and Accounts 2023
9
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 2023. 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 to adhere to. 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 5 to 8.
Antoine Karam
Executive Chairman
29 November 2023
Corcel Plc
Annual Report and Accounts 2023
10
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
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
Embed effective risk management, considering both
opportunities and threats throughout the organisation
identifying and developing natural
Corcel’s Application
Corcel follows a medium to long-term corporate strategy, with the
objective of
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
5 to 9 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.
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 5 to 9 of the Strategic Review.
Corcel Plc
Annual Report and Accounts 2023
11
QCA Code 2018 Principles
continued
Principle
Maintain the Board as a well-functioning balanced
team led by the Chair
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
Corcel’s Application
The QCA Code requires that the boards of AIM companies have
an appropriate balance between Executive and Non-Executive
Directors. The QCA Code further states that at least two of the
non-executive directors should be independent. The Company
appointed Yan Zhao and Antoine Karam during the year. As a
result, the Board currently comprises of three Directors with a 2:1
balance of Non-Executive Directors and Executive Directors.
Ewen Ainsworth is the independent director on the Board and
whilst the directors are mindful that there is currently only one
independent Non-Executive Director, it is felt that given the current
size of the Board and the Company there is a strong enough
presence of independent judgement.
The Board, led by the Chair, has the necessary skills and
knowledge to discharge their duties and 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.
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 15 of the
Annual Report.
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 three Directors: one Executive and two 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 14 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
in appropriate
circumstances.
the Board
Corcel Plc
Annual Report and Accounts 2023
12
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 15 to 16 of the Annual Report.
Communicate how the Company is governed and is
performing by maintaining a dialogue with
shareholders and other relevant stakeholders
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 effective communication with the
shareholders of the Company.
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.
Corcel Plc
Annual Report and Accounts 2023
13
Board of Directors
Antoine Karam
Executive Chairman
• Former Chairman of the Board of Cyber I – cyber security firm
• Former Board member and CEO of ITWay Group S.P.A.
• Former Investment Banker at Merrill Lynch brings many years of board experience and business development
across Europe, Middle East and Africa
• Chemical Engineering degree from Southeastern University in Louisiana,
• Masters in Finance and Economics at the University of Cincinnati, Ohio
Ewen Ainsworth
Independent Non-Executive Director
• Experienced AIM company director, Ewen is CFO of Coro Energy Plc and CEO of Discovery Energy Limited, an
advisory, consultancy and investment company
• Worked in a variety of senior and board-level roles in the natural resource sector for over 30 years, most recently
as a Non-Executive Director of Ascent Resources Plc and as Finance Director at San Leon Energy and at Gulf
Keystone Petroleum Ltd.
• Qualified as a chartered management accountant, before moving into leading commercial roles
• Holds a degree in Economics and Geography from Middlesex University and is a member of the Energy Institute.
Yan Zhao
Non-Executive Director
• Ex Shell EP looking after Shell EP Asia budget during the period 2000-2004
• Associate in Actis Capital London for oil & gas, mining, banking and TMT in Emerging Markets especially in Africa
• Partner in Sentient Resource Fund managing the Asia portfolio and maintaining Asian investor relationships
• Founder and President of New Power Group focusing on lithium battery material production
• Director of Integrated Battery Metals, an Asian based battery metal developer
Corcel Plc
Annual Report and Accounts 2023
14
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 Executive Chairman and CFO, who are charged with
consulting the Board on all significant financial and operational matters.
Board of Directors
The Board of Directors currently comprises three Directors: Antoine Karam, Executive Chairman, Ewen Ainsworth Non-
Executive Director and Yan Zhao, 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.
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 2023, 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
2023 is detailed in the table below:
Board Scheduled
Meetings (5)
Board Ad Hoc
Meetings (21)
Audit Committee
Meetings (2)
Remuneration
Committee
Meetings (2)
Director
Antoine Karam (appointed 13 June 2023)
Ewen Ainsworth
Yan Zhao (appointed 13 June 2023)
Scott Kaintz (resigned 14 June 23)
James Parsons (resigned 19 July 23)
Henry Bellingham (resigned 14 June 23)
Total meetings
1
5
1
3
5
4
5
1
20
1
21
20
21
21
—
2
—
—
—
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.
Corcel Plc
Annual Report and Accounts 2023
—
2
—
—
—
2
2
15
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
Annual Report and Accounts 2023
16
Board Activities 2022-23
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.
2022-23 Board Activities
• Pivoted to oil and gas development and appraisal work in onshore Angola, Kwanza Basin, through the acquisition
of 90% of APEX, which holds interests in three blocks in Angola – active appraisal drilling on the first block began
post year-end
• Began board restructuring to better reflect revised oil and gas centric strategy
• Brought in two cornerstone investors during the course of the year – completely changing the way in which the
Company is funded – and ensuring minimal dilution going forward
• Restructured and ultimately after the year-end repaid all outstanding corporate debt leaving the business debt
free
• Acquired the Mt. Weld Rare Earth Element project and subsequently agreed a farm out with Riversgold Pty Ltd,
while also selling a portion of the project for AUD1m in cash
• Executed the option acquiring the mineral rights to the Canegrass lithium project in Western Australia
• Completed disposal of Wowo Gap nickel/cobalt project and announced disposal of the Mambare nickel/cobalt
project shortly after the year-end
• Disposed of the Tring Road gas peaker project and Burwell energy storage site for a profit
2023-24 Board Focus
• Continue and complete board reorganization – with the goal to strengthen the Company’s ability to successfully
develop the Company’s assets in Angola
• Continue drilling at Block KON-11 in Angola, flow test drilled wells and move to spec and plan an early production
system with the target of first oil in 2024
• Commission a competent person’s report over these assets to begin to quantify the Company’s oil in the ground
• Advance exploration efforts at KON-12 and KON-16 with the goal of preparing for future drilling campaigns on
each Block
• Analyse new opportunities across Angola and potentially abroad to continue to increase the Company’s asset
base
• Conduct initial field work at the Canegrass lithium project, and consider Mt. Weld drilling results and logical next
steps for both mineral exploration projects
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 Non-
Executive Director as Chairman and Yan Zhao, Non-Executive Director, who assumed the role following the resignation of
Lord Bellingham on 14 June 2023. The Auditors and other personnel attend the Committee as requested by the Committee.
During the past year, the Audit Committee considered the going concern of the business in conjunction with the review of
the half year and year end results. 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.
Corcel Plc
Annual Report and Accounts 2023
17
Board Activities 2022-23
continued
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board on Executive Directors’
remuneration. It currently comprises Yan Zhao, Non-Executive Director as Chairman, who assumed the role following the
resignation of Lord Bellingham on 14 June 2023, and Ewen Ainsworth, Non-Executive Director. 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 met twice. Consideration at that meeting was given to the 2021
scorecard and any related bonus awards for the executives. The Committee also reviewed the structure of monitoring the
Executive Directors performance and agreed that rather than a formal scorecard with set targets the Committee would
consider during the year the performance of the individual directors and the overall performance of the Company when
assessing appropriate year-end bonus awards. The option coverage of the Directors was also reviewed.
Corcel Plc
Annual Report and Accounts 2023
18
Directors’ Report
The Directors present their Annual Report on the affairs of the Corcel Plc (the “Company”) and its subsidiaries (the “Group”),
together with the Group Financial Statements for the year ended 30 June 2023.
Principal Activities
The Company was incorporated for the purpose of pursuing the development of and investment in mineral exploration
projects and more recently has begun a transition to Angolan focused oil and gas appraisal and development. The
Company’s current portfolio includes several interests in onshore Angola, in the Kwanza Basin, as well as legacy battery
metals projects in Western Australia including lithium and rare earth elements.
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 2 to 9.
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 9.
Fundraising and Share Capital
During the year, cash of £1.5 million (2022: £0.4 million) gross before deducting any associated transaction costs, was
raised by the issue of new equity, comprising new ordinary shares of 903,503,689 (2022: 28,088,412) new ordinary shares,
and attached warrants totalling 444,582,214 (2022: 116,300,000); further details are given in Note 16.
Results and Dividends
The Group’s results are set out in the Group Income Statement on page 31. The audited Financial Statements for the year
ended 30 June 2023 are set out on pages 30 to 78. The Group made a loss after taxation of £1.26 million (2022: loss of
£2.23 million). The Directors do not recommend the payment of a dividend (2022: nil).
Directors
The Directors, who served during the period and following the year end, are as follows:
Antoine Karam
Yan Zhao
Ewen Ainsworth
James Parsons
Scott Kaintz
Lord Henry Bellingham
Appointed
14.06.2023
14.06.2023
24.06.2019
23.12.2019
21.11.2011
15.10.2021
Resigned
19.07.2023
14.06.2023
14.06.2023
The interests of the Board in the shares of the Company as at 30 June 2023 were as follows:
Antoine Karam
Yan Zhao
Ewen Ainsworth
James Parsons
Ordinary shares
77,142,857
38,833,333
2,253,429
35,575,062
As percentage
of issued
share capital
5.83%
2.93%
0.51%
2.69%
Options
Nil
Nil
2,805,942
9,587,764
Warrants
Nil
Nil
1,281,250
2,831,250
Corcel Plc
Annual Report and Accounts 2023
19
Directors’ Report
continued
The interests of the Board in the shares of the Company as at 30 June 2022 were as follows:
James Parsons
Scott Kaintz
Ewen Ainsworth
Henry Bellingham
Ordinary shares
6,216,479
5,957,099
2,253,429
327,868
As percentage
of issued
share capital
1.41%
1.35%
0.51%
0.07%
Options
9,587,764
9,711,964
2,805,942
2,805,942
Warrants
2,381,250
2,185,417
1,281,250
0
Substantial Shareholdings
On 30 June 2023, the following were registered as being interested in 3% or more of the Company’s Ordinary share capital:
Extraction S.r.l.
Fiske Nominees Limited – Designation FISKEISA*
Auspect Investment Pty Ltd
Pershing Nominees Limited – Designation SHCLT*
Hargreaves Lansdown (Nominees) Limited – Designation 15942*
Singapore New Powder Cosmo Pte. Ltd
OZJ Global Pty Ltd
Aurora Nominees Limited – Designation 2288700*
Barclays Direct Investing Nominees Limited – Designation Client1*
Hargreaves Lansdown (Nominees) Limited – Designation HLNOM*
Interactive Investor Services Nominees Ltd – Designation SMKTISAS*
Wealth Nominees Limited- Designation Nominee*
*Client accounts
Ordinary
shares of
£0.0001 each
171,428,570
79,818,332
77,666,667
66,133,334
51,782,715
50,000,000
38,833,333
37,562,078
34,285,752
32,188,633
31,729,683
31,417,185
Percentage
of issued
share capital
8.93
8.32
8.09
6.89
5.40
5.21
4.05
3.91
3.57
3.35
3.31
3.27
Management Incentives
In the year to 30 June 2023, the Company has granted nil options over its ordinary shares (2022: 20,606,278). As at 30
June 2023, 26,687,412 options were outstanding (2022: 26,783,412).
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 17 to the Financial Statements.
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.
Corcel Plc
Annual Report and Accounts 2023
20
Directors’ Report
Fees paid to each Director, for the year ended 30 June 2023, are set out in Note 8 to the Financial Statements. The
Company offers a fixed remuneration package, including salary and pension. In addition, there is a discretionary bonus
award and share options awards. The contract of the Non-Executive Chairman contains a three month notice period.
The Company also offers a Group Personal Pension Scheme for all eligible employees. 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
10 to 13.
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.
Diversity and Equality
The Company is committed to a corporate culture that embraces equal opportunity, diversity, social responsibility, safety
and commitment to the environment and is based on sound ethical values and behaviours. The Company promotes its
commitment through its public statements on its website, in its report and accounts and internally through its
communications to its stakeholders.
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.
Other Matters
The Company and Group did not make any political or charitable donations during the current or prior financial year.
The Company and Group maintains adequate insurance to cover its Directors and Officers against the cost of defending
themselves against any civil legal proceedings that may be taken against them. To the extent permitted by law, the
Company and Group also indemnifies its Directors and Officers of liability associated with the discharge of their office,
albeit such indemnification does not extend to instances of fraud or dishonesty.
Corcel Plc
Annual Report and Accounts 2023
21
Directors’ Report
continued
Going Concern
It is the prime responsibility of the Board to ensure the Company and the Group remain going concerns. At 30 June 2023,
the Group had cash and cash equivalents of £0.257 million and £0.602 million of borrowings and, as at the date of signing
these Financial Statements, the cash balance was £0.185 million with post-year end borrowings of £1m. Post year-end
the Company has agreed terms on a £10m convertible loan note facility that is to be made available to fund the business
through the next stages of its development, of which £1m has been drawn as at the signing date and is due for settlement
in October 2026. The balance of the convertible loan notes have been agreed with the lender to be made available to the
Company immediately.
The notes are to be issued at par and are convertible into new ordinary shares of £0.0001 of Corcel Plc, at a fixed price of
£0.008 per share. Conversion may take place beginning 30 days after the initial issuance at the investor's discretion. The
notes will attract an interest rate of 12% per annum, accruing daily. Any drawn down amounts, including interest
outstanding after 36 months is to be repaid to the lender in either cash or shares at the discretion of the lender. The
Directors anticipate having to raise additional funding to meet the ongoing spending projections and working capital
requirements of the business, most likely through debt instruments over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group budget, expected operational costs in Angola, as well
as legacy battery metals projects, 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.
Events After the Reporting Period
Events after the reporting period are set out in Note 28 to the Financial Statements.
Independent Auditors
At the AGM of the Company held in December 2022, 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
Antoine Karam
Executive Chairman
29 November 2023
Corcel Plc
Annual Report and Accounts 2023
22
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 UK adopted International Accounting Standards (“IAS”) and have elected under company law to prepare
the Company Financial Statements in accordance with IAS.
Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a
true and fair view of the state of affairs of the 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 IAS 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 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.
Corcel Plc
Annual Report and Accounts 2023
23
Independent Auditor’s Report to the Members of Corcel Plc
Opinion
We have audited the financial statements of Corcel Plc (the ‘company’) and its subsidiaries (the ‘group’) for the year ended
30 June 2023 which comprise the Consolidated and Company Statements of Financial Position, the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of
Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international accounting standards and as regards the 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 company’s affairs as at 30
June 2023 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
the company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards 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 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.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and
company’s ability to continue to adopt the going concern basis of accounting included:
•
•
•
•
•
•
consideration of the objectives, policies and processes in managing its working capital;
reviewing the cash flow forecasts for the ensuing twelve months from the date of approval of these financial
statements and critically analysing the key inputs and assumptions used;
performing sensitivity analysis on the cash flow forecasts prepared by management;
reviewing management’s going concern memorandum and holding discussions with management regarding
future plans and availability of funding;
reviewing the adequacy and completeness of disclosures in the group financial statements; and
reviewing post balance sheet events as they relate to the group’s ability to raise funds and restructure debt.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group's or company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our Application of Materiality
For the purposes of determining whether the financial statements are free from material misstatement, we define materiality
as a magnitude of misstatement, including omission, that makes it probable that the economic decisions of a reasonably
knowledgeable person, relying on the financial statements, would be changed or influenced. We have also considered
those misstatements including omissions that would be material by nature and would impact the economic decisions of a
reasonably knowledgeable person based our understanding of the business, industry and complexity involved.
Corcel Plc
Annual Report and Accounts 2023
24
We apply the concept of materiality both in planning and throughout the course of audit, and in evaluating the effect of
misstatements. Materiality is used to determine the financial statements areas that are included within the scope of our
audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole. No significant changes have come to light during the course of the audit which
required a revision to our materiality for the financial statements as a whole.
In determining materiality and performance materiality, we considered the following factors:
•
•
•
•
our cumulative knowledge of the group and its environment, including industry specific trends;
any change in the level of judgement required in respect of the key accounting estimates;
significant transactions during the year; and
the level of misstatements identified in prior periods.
Materiality for the group financial statements was set at £172,400 (2022: £97,000). This was calculated at 3% of net assets
(2022: 3% of net assets). Using our professional judgement, we have determined this to be the principal benchmark within
the group financial statements 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 subsidiaries.
Materiality for the significant components of the group ranged from £87,600 to £171,000, calculated as a percentage of
net assets.
Performance materiality for the group financial statements was set at £120,600 (2022: £67,900), being 70% (2022: 70%)
of materiality for the group financial statements as a whole.
Materiality and performance materiality for the company was set at £171,000 (2022: £96,000) and £119,700 (2022:
£67,200) respectively.
The materiality and performance materiality for the significant components, including the company, are calculated on the
same basis as group materiality and performance materiality.
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through
our audit with a value in excess of £8,600 (2022: £4,850) for the group and for the company a value in excess of £8,500
(2022: £4,800). We also agreed to report any other audit misstatements below that threshold that we believe warranted
reporting on qualitative grounds.
Our Approach to the Audit
Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, being
areas subject to significant management judgement as well as areas of greatest complexity and size. The scope of our
audit was based on the significance of components’ operations and materiality. Each component was assessed as to
whether they were significant to the group based on financial significance or risk.
The group includes the listed company in United Kingdom and a number of subsidiaries based in different jurisdictions.
The listed company and one subsidiary were considered to be significant components due to identified risk and size.
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial
statements. We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on
the financial statements, considering the structure of the group.
We considered areas deemed to involve significant judgement and estimation by the directors, such as the key audit
matters surrounding: the carrying value of investments in subsidiaries, assets held for sale, and receivables from other
group companies; and the carrying value of exploration and evaluation assets. Other judgemental areas relate to the
accounting treatment of the subsidiary acquired during the year, the accounting treatment of disposals of various entities
during the year, and the valuation of warrant instruments. 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.
The group’s and company’s accounting function is based in United Kingdom and the audit work on all significant
components was performed by our group audit team in London.
Corcel Plc
Annual Report and Accounts 2023
25
Independent Auditor’s Report to the Members of Corcel Plc
continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Our work in this area included:
• Obtaining relevant documentation relating to
the ownership of investments at the year end;
• Review of management’s assessment of
recoverability of investments in subsidiaries,
assets held for sale, and receivables from
group
and
challenging
corroborating key assumptions made;
companies,
• Consideration of the recoverability of these
balances by reference to underlying net asset
values, including the recoverability potential
of the underlying projects where applicable;
• Review
of
Board minutes,
RNS
announcements, and holding discussions
with management surrounding the intended
sale of JV Oro Nickel, including review of the
key terms of the post-year end sale to assess
recoverability at the year end; and
the
included
appropriateness
the
of
financial
in
• Considering
disclosure
statements.
Carrying value of investments in subsidiaries, assets held
for sale and receivables from other group companies
(Notes 10, 11, 13 and 24)
Investments in subsidiaries (Company only), assets held
for sale (Group & Company) and receivables from
subsidiaries (Company only) are significant balances in
the financial statements.
Investments:
The company holds a 90% interest in Atlas Petroleum
Exploration Worldwide Ltd (£966k) and a 100% interest in
Corcel Australasia (£1,013k).
Assets Held for Sale:
The group and company hold a 41% interest in JV
company Oro Nickel Ltd. During the year the Board made
the decision to sell its interest in Oro Nickel and, following
receipt of a revised offer post-year end, the sale process
remains ongoing at the date of this report. At the year end,
£1,775k (company) and £1,575k (group) have been
classified as Assets held for sale in relation to the group’s
investment in the JV via capital and loan.
Receivable balances:
The company currently has outstanding receivables due
of £286k from subsidiaries (Corcel Australasia and Atlas
Petroleum Exploration Worldwide Ltd) and the group and
company also have outstanding receivables due of
£1,516k from a JV company (Oro Nickel Ltd).
As at 30 June 2023, these assets have material value in
the financial statements.
Given the losses in these entities and uncertainty around
the development as the projects are in early stages of
development, there is a risk that these balances may be
impaired. As determining the recoverability involves a
high degree of management estimate and judgement,
there is a risk of material misstatement.
Corcel Plc
Annual Report and Accounts 2023
26
Key Audit Matter
How our scope addressed this matter
Carrying value of exploration and evaluation assets
(group and company) (Note 21)
Our work in this area included:
The exploration and evaluation asset represents a
significant balance in the group’s financial statements.
There is the risk that this amount is impaired, and that the
capitalised amounts do not meet the recognition criteria
as adopted by the group. The capitalisation of the costs
and determination of the recoverability of these assets
are subject to a high degree of management estimation
and judgement and therefore there is a risk this balance
is materially misstated.
•
through
• Confirming that the Group has good title to the
relevant
inspection of
projects
licenses, contracts and agreements;
Testing a sample of costs capitalised
their
including
appropriateness
in
accordance with IFRS 6 and the group’s
accounting policy;
considerations
for
capitalisation
of
• Reviewing
challenging
impairment
management’s
assessment in respect of the carrying value,
including
obtaining
corroborating evidence for key assumptions
used; and
• Considering
disclosures
statements.
appropriateness
the
the
included
of
financial
and
in
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 company financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is
to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the group and the company and their environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
the company financial statements 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
Annual Report and Accounts 2023
27
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 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 company financial statements, the directors are responsible for assessing the group and the
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 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 company and the sector in which they operate to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained
our understanding in this regard through discussions with management. 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 company in this regard to be those
arising from:
o AIM Rules;
o QCA Corporate Governance Code;
o UK Companies Act 2006;
o UK-adopted international accounting standards;
o UK employment law;
o UK Tax Laws;
o General Data Protection Regulations;
o Anti-Bribery Act;
o Anti-Money Laundering Regulations; and
o
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 company with those laws and regulations. These procedures included, but were
not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal and professional ledger accounts; and
o A review of RNS(regulatory news service) Announcements
• We also identified the risks of material misstatement of the financial statements due to fraud. Other than 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 (Refer to the Key Audit Matter section); and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
• Our review of non-compliance with laws and regulations incorporated all group entities. The risk of actual or
suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as
a key audit matter.
Corcel Plc
Annual Report and Accounts 2023
28
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.
Imogen Massey (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 November 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
Corcel Plc
Annual Report and Accounts 2023
29
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2023
ASSETS
Non-current assets
Investments in associates and joint ventures
Exploration & evaluation assets
Property, plant and equipment
Goodwill
Financial instruments - fair value through other comprehensive income
VTOCI)
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
Assets held for sale
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
Current liabilities
Trade and other payables
Short-term borrowings
Total current liabilities
Total equity and liabilities
Notes
30 June
2023
£’000
30 June
2022
£’000
11
21
10
12
13
18
12
13
24
16
16
16
16
14
14
—
2,014
1
—
1
2,231
4,247
257
—
754
1,011
1,575
6,833
1,988
1,026
52
—
1
1,502
4,569
25
—
277
302
—
4,871
2,842
28,138
—
2,481
2,751
24,961
75
2,095
(27,945)
(26,758)
5,516
—
5,516
715
602
1,317
6,833
3,124
—
3,124
324
1,423
1,747
4,871
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements, on pages 30 to 78, were approved by the Board of Directors and authorised for issue on 29
November 2023 and are signed on its behalf by:
Antoine Karam
Executive Chairman
Corcel Plc
Annual Report and Accounts 2023
30
Consolidated Income Statement
for the year ended 30 June 2023
Gain on disposal of tenements
Gain on disposal of subsidiaries
Gain on disposal of JV’s and associates
Project expenses
Impairment of investments in joint ventures and financial instruments held at
fair value through profit and loss (FVTPL)
Administrative expenses
Impairment of property, plant and equipment
Impairment of receivables
Foreign currency gain/(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
2
2
2
11
4
5
11,24
3
6
Year to
30 June
2023
£’000
475
287
384
(114)
(337)
(1,442)
—
—
(13)
25
(451)
(76)
1,262
—
1,262
(1,262)
—
(1,262)
Year to
30 June
2022
£’000
—
—
—
(91)
(488)
(1,218)
(61)
(67)
1
23
(224)
(3)
(2,128)
—
(2,128)
(2,128)
—
(2,128)
Earnings per share attributable to owners of the Parent*:
Basic and diluted
9
(0.2) pence
(0.5) pence
(
Corcel Plc
Annual Report and Accounts 2023
31
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2023
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.
The accompanying notes form an integral part of these Financial Statements.
30 June
2023
£’000
(1,262)
30 June
2022
£’000
(2,128)
—
5
5
(6)
(4)
(10)
(1,257)
(2,138)
(1,257)
—
(1,257)
(2,138)
—
(2,138)
Corcel Plc
Annual Report and Accounts 2023
32
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
The movements in equity during the year were as follows:
Share
capital
£’000
Share
premium
account
£’000
Shares to
be issued
£’000
Retained
earnings
£’000
Total
Equity
attributable to
owners of the
Parent
£’000
Other
reserves
£’000
Non-
controlling
interests
£’000
2,746
24,161
75
(24,630)
2,018
4,370
As at 1 July 2021
Changes in equity for 2022
Loss for the year
Other comprehensive income for the year
Revaluation of FVTOCI investments
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
Total comprehensive income for the year
Transactions with owners
Issue of shares
Share issue costs
Options issued
Warrants issued
Total transactions with owners
—
—
—
—
5
—
—
—
5
—
—
—
—
848
(48)
—
—
800
—
(2,128)
—
(2,128)
—
—
—
—
—
—
—
—
75
—
—
(2,128)
—
—
—
—
—
(6)
(4)
(10)
—
—
17
70
87
(6)
(4)
(2,138)
853
(48)
17
70
892
(26,758)
2,095
3,124
Total
Equity
£’000
4,370
(2,128)
(6)
(4)
(2,138)
853
(48)
17
70
892
3,124
—
—
—
—
—
—
—
—
—
—
—
—
As at 1 July 2022
2,751
24,961
Changes in equity for 2023
Loss for the year
Other comprehensive income for the year
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
Total comprehensive income for the year
Transactions with owners
Issue of shares
Cancellation of shares to be issued
Options issued
Warrants issued
Total transactions with owners
—
—
—
91
—
—
—
91
—
—
—
3,177
—
—
—
3,177
As at 30 June 2023
2,842
28,138
See Note 15 for a description of each reserve included above.
—
(1,262)
—
(1,262)
—
(1,262)
—
—
—
(1,262)
—
(75)
—
—
(75)
—
—
75
—
—
75
5
5
—
—
53
328
381
(27,945)
2,481
5
—
5
(1,257)
—
(1,257)
3,268
—
53
328
3,649
5,516
—
—
—
—
—
—
3,268
—-
53
328
3,649
5,516
Corcel Plc
Annual Report and Accounts 2023
33
Consolidated Statement of Changes in Equity
continued
Other reserves
As at 1 July 2021
Revaluation of FVTOCI investments
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
Options granted during the year
Warrants granted during the year
As at 1 July 2022
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
Options granted during the year
Warrants granted during the year
As at 30 June 2023
FVTOCI
financial
asset
reserve
£’000
Share-based
payment
reserve
£’000
Foreign
currency
translation
reserve
£
Total
other
reserves
£
535
2,018
Warrant
reserve
£’000
1,380
—
—
—
70
—
(4)
—
—
(6)
(4)
17
70
99
—
—
17
—
116
1,450
531
2,095
—
53
—
169
—
—
328
1,778
5
—
—
5
53
328
536
2,481
4
(6)
—
—
—
(2)
—
—
—
(2)
See Note 15 for a description of each reserve included above.
Corcel Plc
Annual Report and Accounts 2023
34
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
Cash flows from operating activities
Loss before taxation
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss
(FVTPL)
Impairment of property, plant and equipment
Gain on disposal of subsidiaries
Gain on disposal of mineral tenements
Gain on sale of FVTPL investments
Gain on disposals of Joint Ventures and Associates
Depreciation
Finance cost, net (Note 5)
Share-based payments
Share of loss in associates and joint ventures
Equity settled expenses
Increase in receivables
Increase in payables
Net cash outflow from operations
Cash flows from investing activities
Purchase of financial assets carried at amortised cost (Note 19)
Purchase of property, plant and equipment
Expenditure on exploration & evaluation assets
Cash acquired on business combination
Proceeds from disposal of Joint Ventures and Associates
Proceeds from disposal of Subsidiaries
Proceeds from disposal of mineral tenements (Note 21)
Net cash outflow from investing activities
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs
Proceeds of new borrowings, as received net of associated fees (Note 20)
Repayment of borrowings (Note 20)
Net cash inflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Foreign exchange on translation of foreign currency
Cash and cash equivalents at end of period
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral part of these Financial Statements.
Corcel Plc
Annual Report and Accounts 2023
Year to
30 June
2023
£
Year to
30 June
2022
£
(1,262)
(2,128)
337
—
(287)
(475)
—
(384)
10
451
53
76
201
(139)
94
416
61
—
—
72
—
—
153
109
3
11
(31)
142
(1,325)
(1,192)
—
—
(386)
—
384
246
535
779
1,738
—
(954)
784
238
25
(6)
257
(26)
(23)
(59)
2
—
—
—
(257)
403
950
(265)
1,088
(361)
392
(6)
25
35
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458) as at 30 June 2023
ASSETS
Non-current assets
Investments in subsidiaries
Investments in associates and joint ventures
Investments in mineral tenements
Loans to subsidiaries
Financial assets with fair value through other comprehensive income (FVTOCI)
Other receivables
Total non-current assets
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Assets held for sale
Total assets
EQUITY AND LIABILITIES
Called up share capital
Share premium account
Shares to be issued
Other reserves
Retained earnings
Total equity
LIABILITIES
Current liabilities
Trade and other payables
Short-term borrowings
Total current liabilities
Total equity and liabilities
Notes
30 June
2023
£
30 June
2022
£
10
11
21
19
12
13
18
13
24
16
16
16
16
14
14
1,980
—
392
286
1
1,517
4,176
256
453
709
1,775
6,660
1,014
2,112
—
278
1
1,502
4,907
20
257
277
—
5,184
2,842
28,138
—
1,945
2,751
24,961
75
1,564
(27,332)
(25,913)
5,593
3,438
465
602
1,067
6,660
323
1,423
1,746
5,184
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 £1,494,325 (2022: loss of £1,848,349). The Company’s Total
comprehensive loss for the financial year was £1,419,325 (2022: loss £1,853,978).
These Financial Statements, on pages 30 to 78, were approved by the Board of Directors and authorised for issue on 29
November 2023 and are signed on its behalf by:
Antoine Karam
Executive Chairman
The accompanying notes form an integral part of these Financial Statements.
Corcel Plc
Annual Report and Accounts 2023
36
Company Statement of Changes in Equity
for the year ended 30 June 2023
The movements in reserves during the year were as follows:
As at 30 June 2021
Changes in equity for 2022
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
Shares issue costs
Share options granted
Share warrants granted during the year
Total transactions with owners
As at 1 July 2022
Changes in equity for 2023
Loss for the year
Total comprehensive income for the year
Transactions with owners
Issue of shares
Cancellation of shares to be issued
Share options granted
Share warrants granted during the year
Total transactions with owners
Share
capital
£’000
2,746
Share
premium
account
£’000
24,161
Shares to be
issued
£’000
Retained
earnings
£’000
Other
reserves
£’000
Total
equity
£’000
75
(24,065)
1,483
4,400
—
—
—
5
—
—
—
5
—
—
—
848
(48)
—
—
800
—
(1,848)
—
(1,848)
—
—
—
—
—
—
—
—
(1,848)
—
—
—
—
—
(6)
(6)
—
—
17
70
87
(6)
(1,854)
853
(48)
17
70
892
2,751
24,961
75
(25,913)
1,564
3,438
—
—
91
—
—
—
91
—
—
3,177
—
—
—
3,177
—
—
—
(75)
—
—
(75)
—
(1,494)
(1,494)
—
75
—
—
75
—
—
—
—
53
328
381
(1,494)
(1,494)
3,268
(75)
53
328
3,649
(27,332)
1,945
5,593
As at 30 June 2023
2,482
28,138
Corcel Plc
Annual Report and Accounts 2023
37
Company Statement of Changes in Equity
continue
Other reserves
As at 30 June 2021
Changes in equity for 2022
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 2022
Changes in equity for 2023
Other comprehensive income for the year
Share options granted during the year
Warrants issued during the year
Total Other comprehensive expenses
As at 30 June 2023
See Note 15 for a description of each reserve included above.
FVTOCI
financial
asset
reserve
£’000
Share-based
payment
reserve
£’000
Warrants
reserve
£’000
Total
other
reserves
£’000
4
99
1,380
1,483
(6)
—
—
—
(6)
(2)
—
—
—
(2)
—
—
17
—
17
—
—
—
70
70
(6)
—
17
70
81
116
1,450
1,564
53
—
53
—
328
328
53
328
381
169
1,778
1,945
Corcel Plc
Annual Report and Accounts 2023
38
Year to
30 June
2023
£’000
Year to
30 June
2022
£’000
(1,494)
(1,848)
Company Statement of Cash Flows
for the year ended 30 June 2023
Cash flows from operating activities
Loss before taxation
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss (FVTPL)
Impairment of financial assets FVTPL
Impairment of loans to and investments in subsidiaries
Gain on disposal of tenements
Gain on disposal of subsidiaries
Gain on disposal of Joint Ventures and Associates
Finance costs (Note 5)
Share-based payments
Equity settled transactions
Increase in receivables
Decrease/(increase) in payables
Net cash outflow from operations
Cash flows from investing activities
Payments for investments in and loans to associates and joint ventures (Note 11)
Proceeds from disposal of mineral tenements
Proceeds from disposal of Subsidiaries
Proceeds from disposal of Joint Ventures and Associates
Investments and loans to subsidiaries
Net cash outflows from investing activities
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs
Proceeds of new borrowings (Note 20)
Repayments of borrowings (Note 20)
Net cash inflow from financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at end of period
337
—
—
(475)
(247)
(384)
451
53
201
(87)
(60)
(1,705)
—
535
246
384
(8)
1,157
1,738
—
(954)
784
236
20
256
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral part of these Financial Statements.
Corcel Plc
Annual Report and Accounts 2023
416
72
101
—
—
—
154
109
11
(219)
302
(902)
(164)
—
—
—
(389)
(553)
403
950
(265)
1,088
(367)
387
20
39
Notes to Financial Statements
for the year ended 30 June 2023
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 2023, were authorised for issue by the Board on 29 November 2023 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. The principal activity of the Company is the management of a portfolio of battery metals
exploration and development projects in Papua New Guinea and Canada, coupled with a Flexible Grid Solutions energy
storage business in the UK. The registered address of the Company is Salisbury House, Suite 425, London Wall, London
EC2M 5PS.
1.2 Basis of Preparation
The Financial Statements have been prepared in accordance with UK adopted international accounting standards (‘IAS’)
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 remain going concerns. At 30 June 2023,
the Group had cash and cash equivalents of £0.257 million and £0.602 million of borrowings and, as at the date of signing
these Financial Statements, the cash balance was £0.185 million with post-year end borrowings of £1m. Post year-end
the Company has agreed terms on a £10m convertible loan note facility that is to be made available to fund the business
through the next stages of its development, of which £1m has been drawn as at the signing date and is due for settlement
in October 2026. The balance of the convertible loan notes have been agreed with the lender to be made available to the
Company immediately.
The notes are to be issued at par and are convertible into new ordinary shares of £0.0001 of Corcel Plc, at a fixed price of
£0.008 per share. Conversion may take place beginning 30 days after the initial issuance at the investor's discretion. The
notes will attract an interest rate of 12% per annum, accruing daily. Any drawn down amounts, including interest
outstanding after 36 months are to be repaid to the lender in either cash or shares at the discretion of the lender. The
Directors anticipate having to raise additional funding to meet the ongoing spending projections and working capital
requirements of the business, most likely through debt instruments over the course of the financial year.
Having considered the prepared cashflow forecasts and the Group budget, expected operational costs in Angola, as well
as legacy battery metals projects, 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.
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 £1.494 million (2022: loss of £1.848 million). The Company’s other
comprehensive loss for the financial year was £1.419 million (2022: loss £1.854 million).
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: Classifications of current or non-current liabilities (effective 1 January 2024);
• Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective 1 January
2023);
Corcel Plc
Annual Report and Accounts 2023
40
Notes to Financial Statements
for the year ended 30 June 2023
• Amendments to IAS 12: Income Taxes – Deferred Tax arising from a Single Transaction (effective 1 January
•
2023).
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies (effective 1 January 2023).
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.
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.
Corcel Plc
Annual Report and Accounts 2023
41
Notes to Financial Statements
for the year ended 30 June 2023
1. Principal Accounting Policies Continued
1.4 Summary of Significant Accounting Policies
1.4.1 Mineral Tenements and Exploration Property
Exploration licence and property acquisition costs are capitalised in intangible assets. Licence costs, paid in connection
with a right to explore in an existing exploration area, are capitalised and amortised over the term of the permit. Licence
and property acquisition costs are reviewed at each reporting date to confirm that there is no indication that the carrying
amount exceeds the recoverable amount. If no future activity is planned or the licence has been relinquished or has expired,
the carrying value of the licence and property acquisition costs are written off through the statement of profit or loss and
other comprehensive income.
1.4.2
Investment in Associates
An associate is an entity over which the Company is in a position to exercise significant influence, but not control or joint
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.
1.4.3
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. In the Company only financial
statements, the Company’s interests in Joint Ventures is recognised at historic cost less any impairment charged to date.
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 2023, the Group had following contractual arrangements, which were classified as investments in associates
and joint ventures:
Corcel Plc
Annual Report and Accounts 2023
42
Notes to Financial Statements
for the year ended 30 June 2023
• Oro Nickel Ltd (41% interest), 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 and nickel project.
1.4.4
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.
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.
1.4.5
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
Leasehold improvements
– 33% per annum
– 5% per annum
Corcel Plc
Annual Report and Accounts 2023
43
Notes to Financial Statements
for the year ended 30 June 2023
1. Principal Accounting Policies Continued
1.4 Summary of Significant Accounting Policies Continued
1.4.6 Non-current assets and liabilities classified as held for sale and discontinued operations
A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale. A
discontinued operation represents a separate major line of the business. Profit or loss from discontinued operations
comprises the post-tax profit
or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value less costs to
sell on the disposal group(s) constituting the discontinued operation.
Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts
immediately prior to their classification as held for sale and their fair value less costs to sell. Once classified as held for
sale, the assets are not subject to depreciation or amortisation. See Note 24 for further details.
1.4.7
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”). The Company’s operations in Angola are primarily conducted in 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.
1.4.8
Exploration Assets and Mineral Tenements
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.
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 either abandoned or an indicator of impairment is determined.
In the event that an area of interest is abandoned, or if, following determination of an impairment indicator being present,
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.
1.4.9
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
Corcel Plc
Annual Report and Accounts 2023
44
Notes to Financial Statements
for the year ended 30 June 2023
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.
1.4.10 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 retained in the share-based payment reserve. 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.
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.
Corcel Plc
Annual Report and Accounts 2023
45
Notes to Financial Statements
for the year ended 30 June 2023
1. Principal Accounting Policies Continued
1.4 Summary of Significant Accounting Policies Continued
1.4.11
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.
1.4.12 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.
1.4.13 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.
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
Corcel Plc
Annual Report and Accounts 2023
46
Notes to Financial Statements
for the year ended 30 June 2023
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.
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.
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.
Corcel Plc
Annual Report and Accounts 2023
47
Notes to Financial Statements
for the year ended 30 June 2023
1. Principal Accounting Policies Continued
1.4 Summary of Significant Accounting Policies Continued
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.
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 19.
1.4.14
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.
1.4.15 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.
1.4.16 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.
1.4.17 Warrants and Share Options
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 holders
of debt liabilities and issued together with ordinary shares placement and share options issued to staff, are valued by
residual method and charged to profit and loss over the period in which they vest or, in the event of the instruments vesting
on grant, in the period in which they arise. Warrants and options, classified as equity instruments, are not subsequently re-
measured (i.e., subsequent changes in fair value are not recognised). On expiry or lapse of such instruments, the fair
value of the instruments in question is retained in the warrant reserve and is not transferred to retained earnings.
1.4.18 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.
1.4.19 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.
Corcel Plc
Annual Report and Accounts 2023
48
Notes to Financial Statements
for the year ended 30 June 2023
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;
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.
1.4.20 Asset Acquisitions
Acquisitions of mineral exploration licences through the acquisition of non-operational corporate structures that do not
represent a business, and therefore do not meet the definition of a business combination, are accounted for as the
acquisition of an asset.
The consideration for the asset is allocated to the assets based on their relative fair values at the date of acquisition.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated.
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 and loans to Joint Ventures and Investments in Mineral Tenements
The carrying amount of investments in joint ventures and mineral tenements 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 continued
strength 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 £1.65 million alongside a £1.5 million receivable. 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 2023 and beyond. 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 with a mining lease application already at a very advanced stage with
the PNG mining authorities. The Board further believes that the likelihood of recovery of the receivable has remained firm
over the past 12-24 months due to the agreement post balance sheet date for the disposal of the investment. See below
under heading ‘Assets Held for Sale – Oro Nickel’ for further details.
Corcel Plc
Annual Report and Accounts 2023
49
Notes to Financial Statements
for the year ended 30 June 2023
1. Principal Accounting Policies Continued
1.5 Significant Accounting Judgements, Estimates and Assumptions Continued
The Canegrass Lithium Project was purchased in April 2023 for £200,000 of new ordinary shares in Corcel. The Company
is currently conducting initial exploration activities on the license and is currently considering its options as relates to the
project. As such, the Directors believe that the project should remain on the balance sheet at the cost of acquisition
pending a decision on the next steps.
The Group holds E&E assets of £2.014m at 30 June 2023. Exploration assets comprise exploration and evaluation costs,
incurred on prospects at an exploratory stage. These costs include the cost of acquisition of rights to explore, 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. The most significant assumption for the Group is that exploration and evaluation
work undertaken to develop its key projects will ultimately lead to successful recovery of these costs through production or
sale. The group believes these costs are fully recoverable based on information available at this time.
The Company acquired the Mt. Weld Rare Earth Element project during the course of the second half of 2022, and
immediately entered into a farm out agreement with Riversgold (ASX:RGL) for an immediate cash payment of AUD 30,000
and where RGL can earn a 50% interest through paying 100% of a work program with a required spend of AUD 500,000
over 12 months. Subsequently, as announced on 5 May 2023 the Company sold a 20% interest in Mt. Weld to Extraction
SRL for AUD$1,000,000, valuing the entirety at AUD$5M and Corcel’s 80% interest at AUD$4M (£3.29M). Given the fact
that a very recent cash based
transaction value exists for the project, the Directors believe that the holding level of the residual 80% interest in the
project should be marked to market appropriately.
The Company, following a desktop study and assessment of the likelihood of developing the project to production and
revenue generation has deemed necessary to impair the Dempster Vanadium/Nickel Project in full.
Impairment of Investments in and loans to Subsidiaries
The carrying amount of investments in and loans made to subsidiaries 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. When assessing the recovery of these balances, the directors
consider the likelihood that the subsidiaries will be able to settle amounts owing, either out of future cashflows or though
the recovery of balances receivable or divestment of assets. Where recovery of these balances is driven by receivable
balances within the subsidiary, assessment of the likelihood of recovery and present value of future cash inflows is
undertaken to ensure the amounts support the subsidiary loan carrying values in full.
No impairment of inter-company loans were deemed necessary in the year.
Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions with employees and the issuance of warrants to investors by
reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options
and warrants is determined using the Black-Scholes model and the estimates used within this model are disclosed in Note
17.
Consideration receivable on disposal of Niugini Nickel
During the year, the Group divested of its subsidiary Niugini Nickel Pty Ltd. Consideration for the disposal is receivable in
three tranches, see note 22 for details. In arriving at determination of the fair value of the consideration receivable, the
directors have had to make certain judgements as to the discount rate to use for the present valuing of future cashflows
arising from this consideration and the application of a risk weighting to the determination of fair value for the tranche of
consideration that remains conditional on the project entering into production and generating a certain level of profits.
Assets held for sale – Oro Nickel
During the year, the Group had entered into various discussions for the divestment of its interest in the Oro Nickel joint
venture. On 16 October 2023 the Group announced the agreement of a deal to sell its share of the project to Integrated
Battery Metals, the purchasers of the Niugini Nickel project during the course of the year. As the consideration proceeds
agreed with the purchaser exceed the carrying value of the investment in the joint venture, which is held for sale, the
directors have determined that no impairment of this balance is necessary in these financial statements. On 23 October
2023 the initial consideration proceeds of US1.6M, in the form of a loan for the divestment were received following the
execution of the transaction agreements. The directors believe that the divestment agreement will after a shareholder vote
Corcel Plc
Annual Report and Accounts 2023
50
Notes to Financial Statements
for the year ended 30 June 2023
achieve commercial close in the near term either through a sale to Integrated Battery Metals or through pre-emption being
exercised by Battery Metals Australasia Pty Ltd, and consequently do not believe that any impairment or discounting of
these amounts receivable are necessary in these financial statements. Refer to Note 24 for further information on how the
criteria within IFRS 5 have been met to classify the investment as held for sale at the year end.
2. Segmental Analysis
During the year, the focus of the Group changed from the development of battery metals projects and flexible storage
solutions to oil & gas exploration and production. However, the Group had no revenue or operating expenses in this
segment during the year, having acquired interests in its APEX oil & gas project immediately prior to the balance sheet
date. As a consequence, segmental analysis by industry omits oil & gas for the current year and prior year comparatives.
Once the Group’s main focus of operations becomes the exploration for and production of oil & gas, 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.
Year to 30 June 2022
Revenue
Management services
Project expenses
Exploration expenses
Administrative expenses
Currency (loss)/gain
Share of profits in joint ventures
Impairment of receivables
Impairment of property, plant and equipment
Impairment of Joint venture projects
Finance cost – net
Battery
Metals
£’000
Flexible Grid
Solutions
(UK)
£’000
Corporate
and
unallocated
£’000
-
-
(82)
-
(92)
1
(3)
-
-
-
-
-
-
(9)
-
(66)
-
-
-
-
(488)
-
(563)
-
23
-
-
-
-
(61)
(67)
-
(224)
(1,389)
(1,060)
(1,218)
Net loss before tax from continuing operations
(176)
Year to 30 June 2023
Revenue
Management services
Other income
Project expenses
Exploration expenses
Administrative expenses
Currency (loss)/gain
Share of profits in joint ventures
Corcel Plc
Annual Report and Accounts 2023
Battery
Metals
£’000
-
-
-
(114)
-
(55)
(7)
(76)
Flexible Grid
Solutions
(UK)
£’000
Corporate
and
unallocated
£’000
-
-
-
-
-
-
8
17
-
-
(28)
(1,360)
-
-
(5)
-
Total
£’000
-
23
(91)
-
1
(3)
(61)
(67)
(488)
(224)
(2,128)
Total
£’000
-
8
17
(114)
-
(1,443)
(12)
(76)
51
Notes to Financial Statements
for the year ended 30 June 2023
2. Segmental Analysis Continued
Gain on sale of tenements
Gain on sale of Joint venture projects and associates
Gain on sale of subsidiaries
Impairment of Joint venture projects
Finance cost – net
Net loss before tax from continuing operations
475
384
41
(337)
-
311
-
-
246
-
-
218
-
-
-
-
(451)
(1,791)
475
384
287
(337)
(451)
(1,262)
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.
Year to 30 June 2022
Revenue
Total segment revenue and other gains
Non-current assets
Investments in associates and joint
ventures
Goodwill
Property, plant and equipment
Exploration & evaluation assets
Receivable from a joint venture
Purchased debt
FVTOCI financial instruments
Total segment non-current assets
Year to 30 June 2023
Revenue
Total segment revenue and other gains
Non-current assets
Investments in associates and joint
ventures
Goodwill
Property, plant and equipment
Exploration & evaluation assets
Receivable from a joint venture
Receivable from sale of subsidiary
Financial assets – FVTOCI
Corcel Plc
Annual Report and Accounts 2023
UK
£’000
Australia
£’000
Papua
New Guinea
£’000
USA
£’000
Canada
£’000
23
23
-
-
1
-
-
-
1
2
-
-
-
-
-
-
-
-
-
-
-
-
1,650
-
51
1,026
1,502
-
-
4,229
-
-
-
-
-
-
-
-
-
-
Total
£’000
23
23
-
-
338
1,988
-
-
-
-
-
-
-
52
1,026
1,502
-
1
338
4,569
UK
£’000
Australia
£’000
Papua
New Guinea
£’000
Africa
£’000
Canada
£’000
Total
£’000
8
8
-
-
1
-
-
-
-
-
-
-
-
-
392
-
-
-
-
-
-
-
-
-
1,517
714
-
-
-
-
-
-
1,622
-
-
-
-
-
-
-
-
-
-
-
-
8
8
-
-
1
2,014
1,517
714
-
52
Notes to Financial Statements
for the year ended 30 June 2023
2. Segmental Analysis Continued
FVTOCI financial instruments
Total segment non-current assets
1
2
-
392
-
-
2,231
1,622
-
-
1
4,247
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
2023
£’000
2022
£’000
42
632
33
496
Directors’ emoluments (Note 8)
4. Administrative Expenses
Staff costs
Payroll
Pension
Share-based payments
Consultants
Staff Welfare
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
Total administrative expenses
5. Finance Costs, Net
Group
Interest expense
Share based payments – investors
Corcel Plc
Annual Report and Accounts 2023
Group
2023
£’000
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
498
27
63
-
3
86
106
65
12
32
94
83
125
60
43
8
29
108
1,442
514
20
39
-
8
53
94
46
3
25
21
111
116
14
498
27
63
-
3
86
87
54
12
32
94
44
125
60
514
20
39
-
8
53
70
4
3
25
21
25
115
13
35
12
14
93
1,218
35
8
29
106
1,363
32
12
14
91
1,059
2023
£’000
(123)
(328)
(451)
2022
£’000
(154)
(70)
(224)
53
Notes to Financial Statements
for the year ended 30 June 2023
6. Taxation
Current period transaction of the Group
UK corporation tax at 19.00% (2022: 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% (2022: 19.00%)
Effect of non-deductible expense
Effect of tax benefit of losses carried forward
Tax losses brought forward
Current tax (credit)
2023
£’000
2022
£’000
-
-
-
-
-
-
-
-
(1,262)
(240)
(2,128)
(404)
75
164
-
-
22
382
-
-
Deferred tax amounting to £nil (2022: £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 £3,827 thousand (2022: £3,663) and capital losses
estimated circa £nil (2022: £nil).
On 6 April 2023 the UK corporation tax rate increased from 19% to 25%, affecting approx. 25% of the losses for the year
of report. The Company and Group has elected not to apply a blended rate to the above calculations of current tax on the
grounds that any such adjustment would be immaterial.
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
Executives
Administration
Corcel Plc
Annual Report and Accounts 2023
2023
£’000
534
27
87
3
63
714
2022
£’000
514
20
53
8
39
634
2023
Number
2022
Number
3
2
1
6
4
0
1
5
54
Notes to Financial Statements
for the year ended 30 June 2023
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.
8. Directors’ Emoluments
2023
Executive Directors
J Parsons*
S Kaintz
A Karam
Non-executive Directors
E Ainsworth
H Bellingham
Y Zhao
2022
Executive Directors
J Parsons*
S Kaintz
Non-executive Directors
E Ainsworth
H Bellingham
Directors’
fees
£’000
Bonus
£’000
Share
Incentive Plan
£’000
Pension
contributions
£’000
Short term
benefits
£’000
Total
£’000
253
182
4
42
37
2
519
30
35
-
-
10
-
75
-
2
-
-
-
-
2
19
17
-
-
-
-
36
-
-
-
-
-
-
-
302
236
4
42
47
2
632
Directors’
fees
£’000
Bonus
£’000
Share
Incentive Plan
£’000
Pension
contributions
£’000
Short term
benefits
£’000
Total
£’000
152
175
40
28
395
30
35
-
-
65
-
7
-
-
7
10
16
-
-
26
-
3
-
-
3
192
236
40
28
496
* 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 (2022: nil).
In the current year, amounts totalling £59,034 (2022: £nil) to J Parsons and £2,936 (2022: £nil) to Scott Kaintz relating to
directors fees and bonuses respectively, net of tax and national insurance deductions, were settled in shares. In the year
to 30 June 22, J Parsons was awarded a £60k bonus and S Kaintz a £70k bonus, half of which was paid in the prior year
and half of it was paid in the current year.
During the year, the Company contributed to a Share Incentive Plan, more fully described in the Directors’ Report on page
20, where shares were issued to each employee, including Directors, making a total of 3,506,490 (2022: 896,549)
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 20.
Corcel Plc
Annual Report and Accounts 2023
55
Notes to Financial Statements
for the year ended 30 June 2023
8. Directors’ Emoluments Continued
No options were granted in the current year. In the prior year the following options were granted to the Directors of the
Company with a total FV charge to the profit for the year of £15,829.
Number of Options
Exercise price (pence)
Grant date
Expiry date
6,547,197
6,547,197
2,805,942
2,805,942
1.7p
28 February 2022
27 February 2027
1.7p
28 February 2022
27 February 2027
1.7p
28 February 2022
27 February 2027
1.7p
28 February 2022
27 February 2027
2022
Executive Directors
J Parsons
S Kaintz
Non-executive Directors
E Ainsworth
H Bellingham
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.
2023
2022
Loss attributable to equity holders of the Parent Company, £’000
(1,262)
(2,128)
Weighted average number of ordinary shares of £0.0001 in issue,
714,863,518
401,737,832
used for basic EPS
Earnings per share – basic, pence
Earnings per share – fully diluted, pence
(0.18)
(0.18)
(0.5)
(0.5)
At 30 June 2023 and at 30 June 2022, 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
2023
2022
26,687,412
26,783,412
-
96,000
• Not vested at the end of the reporting period
26,687,412
26,687,412
b) Number of warrants in issue
511,942,464
171,999,329
otal 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
538,629,876
198,782,741
There were no ordinary share transactions after 30 June 2023, that that could have changed the EPS calculations
significantly if those transactions had occurred before the end of the reporting period.
Corcel Plc
Annual Report and Accounts 2023
56
Notes to Financial Statements
for the year ended 30 June 2023
10.
Investments in Subsidiaries and Goodwill
Company
Cost
At 1 July 2021 and 1 July 2022
Additions (Note 23)
At 30 June 2023 and 30 June 2022
Impairment
At 1 30 June 2023 and 30 June 2022
Net book amount at 30 June 2023
Net book amount at 30 June 2022
Investments in
subsidiaries
2023
£
Investments in
subsidiaries
2022
£
Goodwill
2023
£’000
Goodwill
2022
£’000
1,014
966
1,980
-
1,980
1,014
-
1,014
1,014
-
-
1,014
131
-
131
131
-
131
(131)
(131)
-
-
-
-
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
Class
Proportion
held by
Group
Nature of
business
Corcel 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))
Atlas Petroleum Exploration Worldwide
Limited
UK
Ordinary
100%
Holding company
UK
Ordinary
100%
Energy storage and trading
and grid backup
BVI
Ordinary
90%
Oil and gas exploration
Corcel Australasia Pty Limited and Niugini Nickel Pty Ltd registered office is c/o Paragon Consultants PTY Ltd, PO Box
903, Claremont WA, 6910, Australia.
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.
Atlas Petroleum Exploration Worldwide Limited registered office is 18000 Groschke Rd. Bldg A-1, Houston, Texas, 77084,
USA
Corcel Plc
Annual Report and Accounts 2023
57
Notes to Financial Statements
for the year ended 30 June 2023
10. Investments in Subsidiaries and Goodwill Continued
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 has
impaired the value of the project to £nil, 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 2022.
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.
In the year ended June 2022, the investment in Weirs Drove Development Limited was fully impaired.
On 25 January 2023, the Company disposed of 100% interest in Weirs Drove Development Limited for £250,000 as
financial close of the initial acquisition of the remaining 50% interest in Weirs Drove Development Limited noted above
never took place prior to disposal, the £75,000 payable in Corcel new ordinary shares to the vendors were not issued and
therefore these amounts have been recycled from shares to issue reserve to retained earnings. As the project was held
at a carrying value of £4,000 in the group accounts at the point of disposal, a gain on disposal of £246,000 has been
recognised in the current year Statement of Comprehensive Income.
Niugini Nickel Pty Ltd
On 26 June 2023, the Group disposed of its 100% interest in Niugini Nickel Pty Ltd. See note 22 for further details.
Disposal of the subsidiary in the year gave rise to a gain of £41,000.
In aggregate, the Group has realised a gain on disposal of Wiers Drove Development Limited and Niugini Nickel Pty Ltd
of £287,000.
11.
Investments in Associates and Joint Ventures
Carrying balance
At 1 July 2021
Additions
Share of loss in joint venture
Impairment of investment in associate
At 30 June 2022
Additions
Share of loss in joint venture
Impairment of investment in associate – DVY
Transfer to assets held for sale (Note 24)
Net book amount at 30 June 2023
Group
£’000
2,380
11
(3)
(400)
1,988
-
(76)
(337)
(1,575)
-
Company
£’000
2,500
12
-
(400)
2,112
-
-
(337)
(1,775)
-
At 30 June 2023, 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:
Corcel Plc
Annual Report and Accounts 2023
58
Notes to Financial Statements
for the year ended 30 June 2023
Company Name
Direct
Country of
registration
Proportion
held by
Group at 30
June 2023
Proportion
held by
Group at 30
June 2022
Class
Status at
30 June 2023
Accounting
year end
Oro Nickel Ltd (Held indirectly through
Oro Nickel Vanuatu) (Joint Venture)
Papua New
Guinea Ordinary
DVY196 Holdings Corp (Joint Venture)
UK
Ordinary
41%
50%
41%
50%
Active
30 June 2023
Inactive
30 Sept 2022
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.
Summarised financial information for the Company’s associates and joint ventures, where available, is given below for the
year as at 30 June 2023:
Company
Oro Nickel Ltd
Carrying balance
At 1 July 2022
Additions
Share of loss in joint venture
Impairment
Transfer to assets held for sale
Net book amount at 30 June 2023
Revenue
£’000
—
Loss
£’000
(184)
Assets
£’000
4,683
Liabilities
£’000
(4,219)
Net Assets
£’000
463
Oro Nickel DVY196
Total Group
£’000
1,651
-
(76)
-
(1,575)
-
£’000
337
-
-
(337)
-
-
£’000
1,988
-
(76)
(337)
(1,575)
-
The investment in DVY196 has been fully impaired in the year as the directors now consider that realisation of the value
of this investment is unlikely, and no further work on the licenses will be undertaken.
12. Financial Instruments with Fair Value through Other Comprehensive Income (FVTOCI)
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
30 June 2023
Group
£’000
30 June 2022
Group
£’000
30 June 2023
Company
£’000
30 June 2022
Company
£’000
1
-
-
-
-
1
7
-
-
-
(6)
1
1
-
-
-
-
1
7
-
-
-
(6)
1
Market Value of Investments
The market value as at 30 June 2023 of the investments’, available for sale listed and unlisted investments, was as follows:
Corcel Plc
Annual Report and Accounts 2023
59
Notes to Financial Statements
for the year ended 30 June 2023
12. Financial Instruments with Fair Value through Other Comprehensive Income (FVTOCI) continued
30 June
2023
Group
£’000
1
1
30 June 2022
Group
£’000
30 June 2023
Company
£’000
30 June 2022
Company
£’000
1
1
1
1
1
1
30 June 2023
Group
£
30 June 2022
Group
£
30 June 2023
Company
£
30 June 2022
Company
£
-
-
-
-
-
Group
2023
£
-
-
1,517
714
2,231
371
79
168
136
-
754
72
-
-
(72)
-
2022
£
-
-
1,502
-
1,502
130
-
147
-
-
277
-
-
-
-
-
Company
2023
£
286
-
1,517
-
1,803
64
79
173
136
-
453
72
-
-
(72)
-
2022
£
278
-
1,502
-
1,780
116
-
141
-
-
257
Quoted on other foreign stock exchanges
At 30 June
FVTPL financial instruments at the
beginning of the period
Additions
Disposals
Revaluations
FVTPL financial assets at the end of the
period (audited)
13. Trade and Other Receivables
Non-current
Amounts owed by Group undertakings
Purchased debt
Amounts owed by related parties
– due from associates and joint ventures
– due from sale of subsidiary
Total non-current
Current
Sundry debtors
Prepaid directors fees – J Parsons
Prepayments
Debt from issue of shares
Amounts owed by related parties
– due from key management
Total current
Sundry debtors include a balance of:
•
•
£57,493 (2022: £48,493) owed by Curzon Energy Plc, a related party entity as a result of having a common
Director.
£36,000 (2022: £Nil) owed by Arlington Energy Limited, owner of the Tring Road project disposed of in the year.
Corcel Plc
Annual Report and Accounts 2023
60
Notes to Financial Statements
for the year ended 30 June 2023
14. 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 20)
Total
Short Term Borrowings Maturity
31 October 2022
30 September 2024
Due by 31 January 2024
Total long-term borrowings
Group
2023
£
177
-
538
715
602
1,317
2022
£
191
10
123
325
1,423
1,747
Company
2023
£
213
-
252
465
602
1,067
2023
£’000
-
547
55
602
2022
£
209
10
104
322
1,423
1,745
2022
£’000
778
645
-
1,423
C4 Energy Notes – YA PN II – Riverfort
During the prior year, £100,000 of principal was repaid by the Company in cash and £128,586 of the principal was
converted into ordinary shares of the Company. In the current year, £175,000 of the principle was repaid by the Company
in cash, no conversions had taken place in the year.
More details on all the borrowing are given in Note 25.
15. Reserves
Share Premium
The share premium account represents the excess of consideration received for shares issued above their nominal value
net of transaction costs.
Shares to be Issued
The shares to be issued account represents the share capital that has been committed to be issued in settlement of the
consideration for the acquisition of the remaining 50% interest in Wiers Drove Developments limited in December 2020.
See note 16 below for more details.
Foreign Currency Translation Reserve
The translation reserve represents the exchange gains and losses that have arisen on the retranslation of overseas
operations.
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.
Corcel Plc
Annual Report and Accounts 2023
61
Notes to Financial Statements
for the year ended 30 June 2023
16. 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
1,344,381,984 ordinary shares of £0.0001 each (2022: 440,878,295))
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
2023
£’000
135
2022
£’000
44
1,610
1,610
237
860
237
860
2,842
2,751
Movement in ordinary shares
Number
Nominal, £
Share Premium, £
As at 30 June 2021 – ordinary shares of £0.0100 each
384,787,602
38,480
24,161,469
Issued on 21 February 2022 at £0.015 per share (non cash creditor settlement)
Issued on 28 February 2022 at £0.015 per share (non cash conversion of debt)
Issued on 16 March 2022 at £0.015 per share (cash placing)
Share issue costs in relation to shares issued on 16 March 2022
7,200,000
8,572,400
720
857
25,793,332
2,579
-
-
Issued on 16 March 2022 at £0.015 per share (non cash conversion of debt)
11,333,333
1,133
Issued on 4 April 2022 at £0.01525 per share (cash placing)
• Issued on 5 April 2022 at £0.0145 per share (non- cash SIP)
• Issued on 5 April 2022 at £0.0135 per share (non- cash SIP)
2,295,080
496,550
399,999
230
50
40
107,280
127,729
384,321
(48,250)
168,867
34,770
14,288
10,710
As at 30 June 2022 – ordinary shares of £0.0100 each
440,878,296
44,089
24,961,184
Issued on 27 July 2022 at £0.004 per share (cash placing)
Issued on 22 August 2022 at £0.004 (cash placing)
Issued on 31 October 2022 at £0.004 per share (cash placing)
Issued on 23 December 2022 at £0.004 per share (non-cash acquisition of asset)
84,000,000
5,330,000
50,000,000
50,000,000
8,400
533
5,000
5,000
Issued on 4 January 2023 at £0.004 per share (cash placing)
116,500,000
11,650
Issued on 5 January 2023 at £0.004 per share (non-cash creditor settlement)
Issued on 5 January 2023 at £0.00210003 per share (non-cash creditor settlement))
Issued on 3 February 2023 at £0.0026 per share (non- cash salary settlement)
Issued on 20 April 2023 at £0.0035 per share (cash placing)
Issued on 9 May 2023 at £0.004 per share (non-cash acquisition of asset)
Issued on 5 June 2023 at £0.00385 per share (non- cash SIP)
Issued on 5 June 2023 at £0.0033 per share (non- cash SIP)
Issued on 6 June 2023 at £0.004 per share (non-cash acquisition of asset)
Issued on 6 June at £0.0033 per share (non-cash acquisition of asset)
Issued on 6 June at £0.004 per share (non-cash acquisition of asset)
Issued on 9 June 2023 at £0.0035 per share (cash placing)
Issued on 20 June 2023 at £0.004 per share (non- cash salary settlement)
5,000,000
37,028,094
16,910,618
85,714,185
50,000,000
1,870,128
1,636,362
28,240,839
200,000,000
70,685,250
85,714,285
14,873,828
500
3,703
1,691
8,572
5,000
187
164
2,824
20,000
7069
8,571
1,487
302,234
20,787
195,000
195,000
454,350
19,500
74,057
42,277
291,429
195,000
7,013
5,236
110,139
640,000
275,672
291,429
58,008
As at 30 June 2023 – ordinary shares of £0.0100 each
1,344,381,984
134,438
28,138,443
Corcel Plc
Annual Report and Accounts 2023
62
Notes to Financial Statements
for the year ended 30 June 2023
16. Share Capital, Share Premium and Shares to be Issued of the Company Continued
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;
• 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, was
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.
On 25 January 2023, the Company disposed of 100% interest in Weirs Drove Development Limited as financial close of
the initial acquisition of the remaining 50% interest in the 50MW Burwell Project noted above never took place prior to
disposal, the £75,000 payable in Corcel new ordinary shares to the vendors were not issued and therefore these amounts
have been recycled from shares to issue reserve to retained earnings.
Warrants
At 30 June 2023, the Company had 511,942,464 warrants in issue (2022: 171,999,329) with exercise prices ranging
£0.004-£0.25 (2022: £0.01245-£0.60). The weighted average remaining life of the warrants at 30 June 2023 was 482 days
(2022: 406 days).
On 21 December 2022 20 million warrants issued on 12 May 2021 were repriced from a strike price of 2.5p to 0.4p. No
adjustments to the fair value of these warrants have been recognised in these financial statements as a result from this
repricing.
On 21 December 2022 30 million warrants issued on 21 February 2022 were cancelled with 214.29 million new warrants
being issued at a strike price of 0.21p. An additional IFRS 2 charge of £179,080 associated with this reissuance of warrants
has been recognised in these financial statements in the current year.
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
Lapsed during the period
2023
number of
warrants
171,999,329
444,582,214
-
2022
number of
warrants
170,399,328
33,800,000
-
(104,639,079)
(32,199,999)
Outstanding at the end of the period
511,942,464
171,999,329
Corcel Plc
Annual Report and Accounts 2023
63
Notes to Financial Statements
for the year ended 30 June 2023
16. Share Capital, Share Premium and Shares to be Issued of the Company Continued
At 30 June 2023, the Company had the following warrants to subscribe for shares in issue:
Grant date
17 July 2019
23 Oct 2020
12 May 2021
14 December 2021
21 February 2022
20 July 2022
15 Aug 2022
15 Aug 2022
17 Oct 2022
20 Dec 2022
21 Dec 2022
Total warrants in issue at 30 June 2023
Warrant
exercise
price
Number of
post consolidation
warrants
Expiry date
1 July 2024
22 Oct 2023
12 May 2024
13 December 2024
20 February 2024
20 July 2023
15 Aug 2023
15 Aug 2023
16 Oct 2025
20 Dec 2025
£0.25
£0.016
£0.015
£0.015
£0.015
£0.005
£0.005
£0.004
£0.004
£0.004
31 March 2025
£0.0021
200,000
13,630,250
20,000,000
3,800,000
30,000,000
84,000,000
5,330,000
4,466,500
50,000,000
116,500,000
184,285,714
511,942,464
The aggregate fair value recognised in warrants reserve in relation to the share warrants granted during the reporting
period was £327,660 (2022: £70,400) and has been recognised in finance costs during the year.
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
warrants
Warrant
life,
years
Warrant
exercis
e price,
£
Share
price at
the
grant
date, £
UK risk-
free rate
at the
date of
grant, %
Volatility,
%
FV of 1
warrant,
£
FV of all
warrants,
£
1
1
1
3
3
0.005
0.0038
2.2330
21.99
0.0001
4,960
0.005
0.0043
2.1700
30.76
0.0003
1,670
0.004
0.0043
2.1700
30.76
0.0003
3,210
0.004
0.0038
3.1505
57.09
0.0003
74,560
0.004
0.0025
3.1495
50.22
0.0003
64,180
2.277
0.0021
0.0026
3.4010
43.94
0.0003
179,080
327,660
Grant date
Expiry date
20 July 2022
20 July 2023
84,000,00
0
15 Aug 2022
15 Aug 2023
5,330,000
15 Aug 2022
15 Aug 2023
4,466,500
17 Oct 2022
16 Dec 2025
20 Dec 2022
20 Dec 2025
21 Dec 2022
31 Mar 2025
Total at 30
June 2023
50,000,00
0
116,500,0
00
184,285,7
14
444,582,214
Expected volatility values used in the calculation of fair value for options and warrants have been determined by reference
to the historical volatility of the Comp[any over the same backward looking period as the expected exercise period of the
option or warrant on the date of grant.
Corcel Plc
Annual Report and Accounts 2023
64
Notes to Financial Statements
for the year ended 30 June 2023
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 such as cash, receivables and investments.
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.
17. 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 2023, the Company had outstanding options to subscribe for post-consolidation Ordinary shares as follows:
Options issued 5
December 2019,
exercisable at £0.0275
per share, expiring on
5 December 2024
Options issued 31
January 2020
exercisable at £0.0285
per share, expiring on
31 January 2025
3,040,567
Options issued 28
February 2022
exercisable at £0.017
per share, expiring on
27 February 2027
6,547,197
-
3,040,567
-
-
-
3,040,567
3,040,567
-
-
-
-
6,547,197
2,805,942
2,805,942
1,900,000
20,606,278
2023
2022
Number of
options
Number
Weighted
average
exercise
price
£
Number of
options
Number
S Kaintz
J Parsons
E Ainsworth
H Bellingham
Employees
Total
Company and Group
Outstanding at the beginning of the period
26,783,412
0.022
6,212,534
Granted during the year
Lapsed during the period
-
-
20,606,278
(96,000)
0.008
(35,400)
Outstanding at the end of the period
26,687,412
0.0195
26,783,412
Total
Number
9,683,764
9,587,764
2,805,942
2,805,942
1,900,000
26,687,412
Weighted
average
exercise
price
Pence
0.42
0.017
0.45
0.022
The exercise price of options outstanding at 30 June 2023 and 30 June 2022, ranged between £0.017 and £0.80. Their
weighted average contractual life was 4.176 years (2022: 4.161 years).
Of the total number of options outstanding at 30 June 2023, £nil (2022: 96,000) had vested and were exercisable. The
weighted average share price (at the date of exercise) of options, exercised during the year, was nil (2022: nil) as no
options were exercised during the reporting year (2022: nil).
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 £52,167 (2022: £17,436).
Corcel Plc
Annual Report and Accounts 2023
65
Notes to Financial Statements
for the year ended 30 June 2023
17. Share-Based Payments Continued
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 3,506,490 free, matching and partnership shares were awarded (2022: 896,549),
resulting in a share-based payment charge of £10,800 (2022: £21,500), included into administrative expenses line in the
Consolidated Income Statement.
18. Cash and Cash Equivalents
Group
Cash in hand and at bank
Company
Cash in hand and at bank
30 June
2023
£’000
257
30 June
2023
£’000
256
30 June
2022
£’000
25
30 June
2022
£’000
20
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.
19. Financial Instruments
19.1 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:
Corcel Plc
Annual Report and Accounts 2023
66
Notes to Financial Statements
for the year ended 30 June 2023
Group
30 June
2023
£’000
2022
£’000
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
Cash and cash equivalents
Loans and receivables
Receivable from JVs
Receivable from sale of subsidiary
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
Receivable from subsidiaries
Other receivables
Total financial assets held at amortised cost
Total financial assets
Total current
Total non-current
1
1
257
1,517
714
754
2,985
3,243
1,011
2,232
2023
£’000
1
1
-
-
256
1,517
-
287
453
2,257
2,514
709
1,805
Corcel Plc
Annual Report and Accounts 2023
1
1
25
1,502
277
1,779
1,805
302
1,503
2022
£’000
1
1
-
-
20
1,502
-
278
257
2,037
2,058
277
1,780
67
Notes to Financial Statements
for the year ended 30 June 2023
19. Financial Instruments Continued
19.1 Categories of Financial Instruments Continued
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 liabilities at amortised cost
Loans and borrowings
Trade and other payables
Borrowings
Total financial liabilities
2023
£’000
715
602
1,317
2022
£’000
323
1,423
1,746
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 loans are due in January 2024 and September 2024 and impact of the
discounting is immaterial and, therefore, not included into the valuation. Both loans have been repaid post year end. See
note 14 for further detail.
19.2 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.
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
Group and Company
30 June 2023
Financial assets at fair value through other comprehensive
income
– Quoted equity shares
Financial assets at fair value through profit and loss
Corcel Plc
Annual Report and Accounts 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
1
-
-
-
-
-
1
-
68
Notes to Financial Statements
for the year ended 30 June 2023
19. Financial Instruments Continued
19.2 Fair Values Continued
Group and Company
30 June 2022
Financial assets at fair value through other comprehensive
income
– Quoted equity shares
Financial assets at fair value through profit and loss
19.3 Financial Risk Management Policies
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
1
-
-
-
-
-
1
-
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 13.
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.
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;
•
• maintaining a reputable credit profile.
obtaining funding from a variety of sources; and
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.
Corcel Plc
Annual Report and Accounts 2023
69
Notes to Financial Statements
for the year ended 30 June 2023
19. Financial Instruments Continued
19.3 Financial Risk Management Policies Continued
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, 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
30 June 2023
GBP
£’000
AUD
£’000
USD
£’000
CAD
£’000
Total
£’000
Cash and cash equivalents
Amortised cost financial assets - Other receivables
FVTOCI financial assets
FVTPL financial assets - warrants
FVTPL financial assets
Amortised costs financial assets - Non-current receivables
Trade and other payables, excluding accruals
Short-term borrowings
Group
30 June 2022
Cash and cash equivalents
Amortised cost financial assets - Other receivables
FVTOCI financial assets
FVTPL financial assets - warrants
FVTPL financial assets
Amortised costs financial assets - Non-current receivables
Trade and other payables, excluding accruals
Short-term borrowings
Company
30 June 2023
Cash and cash equivalents
Amortised cost financial assets - Other receivables
FVTOCI financial assets
FVTPL financial assets
Amortised costs financial assets - Non-current receivables
Corcel Plc
Annual Report and Accounts 2023
257
452
-
-
-
2,231
177
602
GBP
£’000
25
258
-
-
-
1,502
287
1,423
GBP
£’000
256
453
-
-
1,517
-
302
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
AUD
£’000
USD
£’000
CAD
£’000
-
19
-
-
-
-
36
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
AUD
£’000
USD
£’000
CAD
£’000
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
257
754
1
-
-
2,231
177
602
Total
£’000
25
277
1
-
-
1,502
323
1,423
Total
£’000
256
453
1
-
1,517
70
Notes to Financial Statements
for the year ended 30 June 2023
Trade and other payables, excluding accruals
Short-term borrowings
Company
30 June 2022
Cash and cash equivalents
Amortised cost financial assets - Other receivables
FVTOCI financial assets
FVTPL financial assets
Amortised costs financial assets - Non-current receivables
Trade and other payables, excluding accruals
Short-term borrowings
465
602
GBP
£’000
20
257
-
-
1,780
322
1,423
-
-
-
-
-
-
AUD
£’000
USD
£’000
CAD
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
465
602
Total
£’000
20
257
1
-
1,780
322
1,423
Exposures to foreign exchange rates vary during the year, depending on the volume and nature of overseas
transactions.
20. 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:
Cash
flows
Loans
received
£’000
Non-
cash
flow
Restruct
ured
£’000
Non-cash
flow
Conversio
n
£’000
Non-cash
flow Forex
movement
£’000
Non-cash
flow Interest
and
arrangement
fees accreted
£’000
Cash
flows
Principal
repaid
£’000
Cash
flows
Interest
repaid
£’000
-
-
-
-
-
-
(78)
-
(78)
-
-
-
79
77
156
(779)
(175)
(954)
30
June
2023
£’000
-
547
547
-
-
-
30
June
2022
£’000
778
645
1,423
Align Research Ltd loan
C4 / Riverfort Capital
and YA II PN Ltd loan
Total
Significant non-cash transactions from financing activities in relation to raising new capital are disclosed in Note 16.
There were no significant non-cash transactions from investing activities in the current year.
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 £10,800 (2022: £21,500), disclosed in Notes 16 and 17;
Impairment of associates and joint venture projects in the amount of £337,425 (2022: £400,000);
Impairment of FVTPL assets in the amount of £nil (2022: £72,000);
•
•
• Share settled transactions to settle creditor balances £97,760 (2022: £72,000).
• On the 3 February 2023 J Parsons was paid £43,968 in shares in relation to salary.
• During the year the company acquired a subsidiary in which part of the consideration was shares in the value of
£772,963 – See note 23 for details
J Parsons received a prepayment of salary in the form of shares issued amounting to £41,493
•
• S Kaintz was paid in the form of shares issued amounting to £18,002
Corcel Plc
Annual Report and Accounts 2023
71
Notes to Financial Statements
for the year ended 30 June 2023
21. Exploration & Evaluation Assets and Mineral Tenements
Movements in exploration & evaluation assets and mineral tenements in the year were as follows:
Group
30 June 2023
Wowo Gap
GBP
£’000
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
APEX
GBP
£’000
B/f
Acquisitions of new licences/tenements
Disposal of derecognition of subsidiaries
Acquired on business combination
Additions in the year
Partial disposal on farmout of tenements
c/f
Group
30 June 2022
B/f
Acquired on business combination
c/f
Company
30 June 2023
B/f
Acquisitions of new licences/tenements
Partial disposal on farmout of tenements
c/f
Total
£’000
1,026
435
(1,026)
951
671
(43)
1,026
-
(1,026)
-
-
-
-
-
215
-
-
-
(43)
172
-
220
-
-
-
-
-
-
-
966
656
-
220
1,622
2,014
Wowo Gap
GBP
£’000
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
APEX
GBP
£’000
-
1,026
1,026
-
-
-
-
-
-
-
-
-
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
-
215
(43)
172
-
220
-
220
Total
£’000
-
1,026
1,026
Total
£’000
-
435
(43)
392
The total value of mineral tenements at the year-end for the Group and Company was £392,000 (2022: £nil) and the total
value of Exploration and evaluation assets at the year end for the Group was £2,014,000 (2022: £1,026) and for the
Company was £nil (2022: £nil).
22. Disposal of Niugini Nickel Pty Ltd
On 26 June 2023 the Company, via its 100% owned subsidiary Corcel Australasia Pty Ltd, completed the disposal of
100% of the shares in Niugini Nickel Pty Ltd (“NN”) from Resource Mining Corporation Pty Ltd (“RMC”).
The Company has determined the fair value of the assets and liabilities of NN to be derecognised in these consolidated
financial statements as follows:
Corcel Plc
Annual Report and Accounts 2023
72
Notes to Financial Statements
for the year ended 30 June 2023
Assets
Cash
Receivables
Property, plant and equipment
Exploration and evaluation assets
Foreign exchange reserve
Total Assets
Liabilities
Trade and other payables
ST borrowings
Total liabilities
Total identifiable net assets at fair value
Total Present Value of consideration
Gain on disposal
Fair value
recognised on
derecognition
£(000’s)
4
34
41
967
43
1,089
(20)
(95)
(115)
974
1,015
41
Consideration for the disposal of Niugini Nickel is receivable in three tranches, being:
•
•
•
Tranche 1 - US$500,000 on completion of the transaction, less carried costs of running the project;
Tranche 2 - US$900,000 24 moths from completion of the transaction; and
Tranche 3 - US$1,400,000 once the mine has been developed to production and has generated US$2,400,000
in net profits.
The Company has undertaken a fair value exercise to determine the appropriate recognition value for the consideration
receivable on completion of the disposal, including (a) discounting Tranche 2 for the 24 month period prior to receipt and
(b) assessing the likely point in time for the satisfaction of the conditions for Tranche 3 (estimated to be 5 years), discounting
the value of the receivable to present value over this 5 year term and applying a risk weighting factor of 25% to the
receivable to reflect the commercial risks inherent in a successful development of the project. Following this process the
fair value of the consideration receivable has been determined as:
•
•
•
•
Tranche 1 - £301,283
Tranche 2 – £561,424
Tranche 3 – £152,579
Total - £1,015,305
Corcel Plc
Annual Report and Accounts 2023
73
Notes to Financial Statements
for the year ended 30 June 2023
23. Acquisition of Atlas Petroleum Exploration Worldwide Limited
On 22 May 2023 the company completed the acquisition of 90% of the shares in Atlas Petroleum Exploration Worldwide
Limited (APEX) from Quantum Investment Group Inc. The company has accounted for the fair value of this consideration
cost to acquire the asset.
The company has determined the fair value of the asset of APEX to be recognised in these consolidated financial
statements as follows:
Assets
Exploration and evaluation assets
Total Assets
Total identifiable net assets at fair value
Total PV of consideration
Fair value
recognised on
acquisition
£(000’s)
966
966
966
966
Under IFRS 3, a business must have three elements: inputs, processes and outputs. APEX is an early stage exploration
company and has no near term plans to develop a mine. APEX does have titles to mineral properties but these could not
be considered inputs because of their early stage of development. APEX has no processes to produce outputs and had
not completed a feasibility study or a preliminary economic assessment on any of its properties at the time of acquisition,
nor did it hold any infrastructure or assets that could produce outputs. Therefore, the Directors’ conclusion is that the
transaction is an asset acquisition and not a business combination. The fair value adjustment to intangible assets of
£966,000 represents the consideration in relation to the purchase.
The company acquired had no assets or liabilities other than its exploration assets and so 100% of the FV of the
consideration paid for the acquisition has been ascribed to the E&E assets. At the point of acquisition consideration payable
included shares to issue of £800k (subsequently issued prior to year end at a fair market value of £660k), shares issued
of £113k and amounts payable in cash of £178k.
24. Discontinued Operations
On 16 October 2023, the Group announced an agreement with Integrated Battery Metals (the Purchaser) for the disposal
of its 41% interest in the Mambare nickel/cobalt project held via its interest in Oro Nickel Ltd, following extensive discussions
with the Purchaser over the course of the financial year ended 30 June 2023.
Under IFRS 5, the interest in Oro Nickel Ltd is classified as an Asset Held for Sale, as the directors had made a definitive
determination to dispose of the asset prior to the reporting date of these financial statements. As such, the carrying value
of the investment in the joint venture held in the group was £1,575,000 (2022: £1,651,000) at the reporting date, and has
been reclassified on the balance sheet as Assets Held for Sale. The Company valued the investment at £1,775,000 (2022:
£1,775,000).
Corcel Plc
Annual Report and Accounts 2023
74
Notes to Financial Statements
for the year ended 30 June 2023
The results of the entity for the year are presented below:
Income Statement
Administration expenses
The associated loss to Corcel at 41% interest is £75,571.
25. Significant Agreements and Transactions
£(000’s)
(183)
(183)
Financing
• On 27 July 2022 the Company completed a fundraising of £357,320 including a Broker Option, resulting in the issuance
of a further 5,330,000 new ordinary shares and 5,330,000 warrants.
• On 17 October 2022, the Company announced that it had agreed terms with a new cornerstone investor, who would
receive a board seat, and would invest $200,000 at a price of £0.004 with 1 for 1 warrants exercisable at £0.005 per
share.
• On 31 October 2022, the Company announced that it had successfully restructured its debt position originally due 31
October 2022, by making a £150,000 immediate payment with the balance at that time of £627,600 deferred to 31
March 2023. The Company agreed a refinancing fee of £77,760 to be paid in shares at the lowest VWAP traded
between 31 October 22 and 20 December 2022. The lenders were also given the right to convert any outstanding
balances at this same price between 20 December 2022 and 31 March 2022. Outstanding balances were to accrue
a monthly coupon of 1%. A series of potential repayment scenarios linked to asset sales were also put in place at that
time. Lastly the Company acquired the option to by 20 December 2022 either pay a fee of £475,000 in cash or to
extend 112,500,000 existing warrants priced at £0.004 until 31 March 2025 with a resetability clause extended to 31
December 2023. On 21 December 2022, the Company further announced that it had paid the lenders a refinancing
fee of £77,759 in the form of 37,028,094 new ordinary shares. The Company further issued 5,000,000 new ordinary
shares in full satisfaction of the ESA fee termination obligation. Lastly the Company had elected to extend and
increase 112,500,000 warrants to 214,285,714 warrants allowing the investor to purchase that number of new ordinary
shares at a new price of £0.0021 until 31 March 2025.
• On 14 December 2022, the Company announced that it had raised proceeds of £466,000 at a 95% premium to the
current share price, from Auspect Investment Pty Ltd, a private Australian investment company, introduced by
incoming Director, Yan Zhao. Gross proceeds of £466,000 were raised from the issue of 116,500,00 new ordinary
shares at £0.004 per share. The Company also issued the investor with one warrant for every one share exercisable
at £0.005 per share for three years. On 21 December 2022, the Company further announced that Yan Zhao would
personally subscribe for 1/3rd of the placing, being a total of 38,833,333 shares through his family office, Mountain
Stone Australia Trust, managed by OZJ Global Pty Ltd, with the balance of the shares to be taken by Auspect
Investment Pty Ltd.
• On 25 January 2023 the Company announced that it had reduced total corporate debt outstanding by £777,600 and
completely repaid the debt due originally in October 2022. Following these payments the balance of outstanding
corporate debt was £672,941 with an initial payment due 23 January 2023, and smaller monthly payments due through
June 2023.
• On 30 January 2023 the Company announced that it had agreed with its lenders to make a cash payment of £235,671,
and then refinance a new principal amount of £471,343. This new balance would be subject to a 12 month repayment
holiday and then repaid in 8 equal instalments starting in February 2024. The balance of the loan would carry a 6%
interest rate and will be convertible at a fixed price of £0.004 per share, a 54% premium to the closing price of 27
January 2023. The Company retains the right to repay the loan early in cash subject to a 5% early repayment fee.
• On 31 January 2023, the Company announced that James Parsons, the Executive Chairman, would accept
16,910,618 new ordinary shares in Corcel at a price of £0.00265, in lieu of salary payments originally due from
February 2023 to May 2023 as well as some historic obligations due to him.
• On 28 March 2023 the Company announced that pursuant to its recent pivot to oil and gas, that the Company had
agreed a placing with a new cornerstone investor group. The fundraising was for a total of £1,055,515 through the
issue of 301,575,574 new ordinary shares at a price of £0.0035 per share payable to the Company in three tranches.
The investors were also to receive 211,102,900 warrants enabling their owners to purchase new ordinary shares at a
price of £0.008 per share for a period of two years. Upon completion of the fundraising, the group has nominated
Antoine Karam as a non-Executive to the Board of the Company.
Corcel Plc
Annual Report and Accounts 2023
75
Notes to Financial Statements
for the year ended 30 June 2023
25. Significant Agreements and Transactions Continued
• On 24 May 2023, simultaneous to the acquisition of a 90% interest in APEX in Angola, the Company announced an
investment in Corcel of £282,741 in four tranches by APEX shareholders and investors from the oil and gas sector in
Brazil and Angola, which would result in the issuance of 70,685,250 new ordinary shares at a price of £0.004.
• On 14 June 2023 the Company announced that James Parsons had agreed to receive a portion of his salary in his
new role as CEO for the next six months in the form of new ordinary shares in the Company. As such Mr. Parsons
had been issued 12,447,965 new ordinary shares at a price of £0.004 per share. The Company further announced
that it had agreed to settle other historic employee obligations through the issuance of 2,425,863 new ordinary shares
also at a price of £0.004.
Battery Metals Joint Venture
• On 17 October 2022 the Company announced that it had entered into an MOU to reorganize the Company’s battery
metal interest into a new carried battery metal joint venture to be listed in Asia. The transaction, subject to contract
would give Corcel a 50% interest in the proposed joint venture, which would own Corcel’s 100% interest in the Wowo
Gap project as well as its 41% interest in the Mambare nickel project. The counterparty has agreed to contribute a
stake in the Doncella lithium project in Argentina. Corcel would benefit from a $1.5m carried interest and a 1.5% gross
revenue royalty on the Wowo Gap project, and would nominate half of the board of the joint venture.
• On 1 March 2023 the Company announced that it had entered into agreements with Integrated Energy Metals (“IEM”)
to restructure the Company’s PNG nickel/cobalt assets into a new carried vehicle, Integrated Battery Metals (“IBM”).
The intention was to list IBM in Australasia once the transaction was completed. Completion of the transaction was
conditional on the following:
o Corcel's Mambare partner's pre-emption rights being waived during a 45-day review period
o Hanacolla shares being transferred into IBM
o
Initial funding of Corcel's carried interest being demonstrated in the form of US$1m deposited into IBM's bank
account by IEM via a convertible loan structure
o Consent and assignment of Corcel's existing gross smelter royalty over Mambare to IBM
o Execution and commencement of the IBM shareholders agreement
The Company further announced that arrangements had been put in place to begin Corcel’s carried interest period as
of 1 January 2023. Initial funding into IBM would be in the form of a 3 year convertible loan note, with a 5% annual
coupon which would convert at the lower of US$1.35 or the price of any IPO completed by this time. The agreement
included standard drag and tag provisions in the event of a sale of the equity of IBM.
• On 14 April 2023 the Company announced that it had been notified by Battery Metals Pty Ltd, its partner at the
Mambare nickel/cobalt project, of its intention to exercise its pre-emption rights and buy out Corcel’s 41% interest in
the project. The Company clarified that it was following up on several details of this notional acceptance, and would
make additional announcements in due course.
Sale of Wowo Gap Nickel/Cobalt Project
• On 12 June 2023 the Company announced that it had agreed to sell its 100% interest in the Wowo Gap nickel project
in Papua New Guinea to Integrated Battery Metals for up to US$2.8M. This agreement was noted to supersede that
covering the battery metals joint venture previously announced on 1 March 2023, as the parties had agreed to
restructure the original transaction into two separate sale processes.
Mt. Weld Rare Earth Element Project
• On 19 October 2022 the Company announced that had signed an exclusive 45-day option to acquire 100% of the Mt.
Weld REE project, a granted mineral tenement located 1.4KM from the Lynas Rare Earth Limited Mine, near Laverton,
Western Australia. The transaction consisted of a £15,000 non-refundable deposit with the option price set at
£200,000 payable via the issuance of 50,000,000 new ordinary shares in Corcel at a price of £0.004.
• On 5 December 2022, the Company announced that it had exercised the option to acquire a 100% interest in the Mt.
Weld REE project through the issuance of 50,000,000 new ordinary shares at £0.004 equating to £200,000 of total
consideration.
• On 4 January 2023, the Company announced that had agreed a farm-out with Riversgold Ltd (ASX:RGL) covering its
recently acquired rare earth element project at Mt. Weld. The transaction consisted of a AUD 30,000 immediate
payment to Corcel, with RGL agreeing to fund a AUD 500,000 work programme over the next year in exchange for a
50% interest in the project. CRCL further had the right but not the obligation to allow the farm-in of a further 20% for
an additional AUD 1,000,000 in a subsequent period.
• On 5 May 2023 the Company announced that it had sold a 20% interest in the Mt. Weld Rare Earth Element Project
to Extraction SRL, a private Italian company, controlled by Mr. Antoine Karam, for cash consideration of AUD
1,000,000 payable by 31 May 2023. Extraction SRL is a shareholder of Corcel, having held 9.61% and Mr. Karam
Corcel Plc
Annual Report and Accounts 2023
76
Notes to Financial Statements
for the year ended 30 June 2023
was expected to join the Board of Corcel following perfunctory regulatory checks. Riversgold agreed to waive its pre-
emption rights over the sale of this interest and Extraction SRL would then become a party to original joint venture
agreement. The 20% interest in Mt. Weld being sold was held in the Company’s interim accounts balance sheet at
£43,000, leaving a net profit after costs on disposal of approximately £475,472.
Canegrass Lithium Project
• On 22 February 2023, the Company announced that it had agreed on a 30-day option with Huntsman Exploration Inc.
(“HMAN”) to acquire 100% of the lithium rights at the Canegrass Lithium Project, consisting of several granted
tenements in Western Australia. Corcel agreed to pay an AUD 20,000 option payment and would commence due
diligence on the project. If Corcel chose to exercise the option, it would issue HMAN 50,000,000 new ordinary shares
at a deemed price of £0.004 equating to £200,000.
• On 4 April 2023, the Company announced that it had exercised its option over the Canegrass Lithium project, and as
such would issue 50,000,000 new ordinary shares at the previously agreed price of £0.004 per share equating to
£200,000 of total consideration.
APEX Angola Acquisition
• On 24 May 2023 the Company announced that it had acquired a 90% interest in Atlas Petroleum Worldwide Limited
(“APEX”) with several working interests in the Kwanza Basin, Angola. Consideration for the acquisition would be
settled through the issuance of 200,000,000 new ordinary shares at a price of £0.0033 and locked up for 18 months.
The Company announced that Mr. Scott Gilbert, a vendor, would join the board as a non-executive subject to
customary regulatory checks. At the same time the Company announced that it had agreed to buy out a local
exploration and production company, whereby this entity would have had entitlements to 25% of the APEX position in
the three licenses. This buy-out included Corcel issuing 28,240,839 new ordinary shares and paying US225,000 in
cash. The buy-out shares were to be locked in for 18 months after the transaction. A second vendor, a Luanda based
ex-Chevron oil and gas professional, would join the Company as Managing Director Angola.
Flexible Grid Solutions
• On 16 November 2023 the Company announced that it along with its partners had agreed a sales price of £317,946
for the Tring Road Gas Peaker Plant, with £121,146 to be paid immediately, and a further £196,800 at completion.
The completion of this sale was subsequently announced on 7 December 2022.
• On 25 January 2023 the Company announced the sale of its 100% interest in the Burwell Energy Storage Project for
cash proceeds of £200,000 plus a reimbursement of Corcel’s grid deposit of £50,000. The sale constituted the formal
closure of the Flexible Grid Solutions division.
26. Commitments
As at 30 June 2023, 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 1 March 2023, the Company extended its existing lease at We Work, Aldwych House, through to 31 March 2024.
27. Related Party Transactions
• Related party receivables and payables are disclosed in Notes 13 and 14, respectively.
• The key management personnel are the Directors and their remuneration is disclosed within Note 8.
28. Events After the Reporting Period
• On 14 July 2023 the Company announced that it had paid $821,000 for its three Angolan oil block licenses to ANPG
(Agência Nacional de Petróleo, Gás e Biocombustíveis) in the form of required signature bonuses.
• On 19 July 2023 the Company announced Mr. James Parsons had resigned from the Board with immediate effect
and would continue to work with the Company in an advisory capacity during his notice period.
• On 25 August 2023, the Company announced that it had received notice from the operator, that activities had
commenced including preparations for drilling and appraisal activities, at KON-11, where the Company holds a 20%
working interest.
Corcel Plc
Annual Report and Accounts 2023
77
Notes to Financial Statements
for the year ended 30 June 2023
28. Events After the Reporting Period Continued
• On 7 September 2023, the Company announced that the first well at Block KON-11, the Tobias-13 well, had spudded
successfully, and that the initial workplan was focused on the consortium moving directly to early oil production should
the drilling programme be successful.
• On 18 September 2023, the Company announced that had agreed terms with Extraction SRL, a Company controlled
by the Executive Chairman, to extend a total of £10m to the Company in the form of convertible loan notes. The
Company had agreed with Extraction on an immediate drawdown of £1m in October 2023, and a further £1m by
January 2024. A further £8m was to be made available over the three-year term and has now agreed with Extraction
SRL to allow for immediate drawdown of the entire balance of £9m remaining. The loan would be convertible into
new ordinary shares of the Company at a fixed price of £0.008, a 79.8% premium from the most recent closing price,
and would bear a 12% interest rate per annum. Conversion may take place at any point following 30 days from
drawdown, at the election of the debt holder, with full settlement of the facility owing on maturity, being 36 moths from
the date of entering into the facility, in either cash or shares at the election of the debto holder.
• On 19 September 2023 the Company announced that it had received notice of the conversion of £100,00 of
outstanding loan notes from its lenders, into 25,000,00 new ordinary shares at a price of £0.004.
• On 27 September 2023, the Company announced that had received notice of the exercise of 75,000,000 warrants at
a price of £0.0021 per share for gross proceeds of £157,500. Accordingly, the Company issued 75,000,00 new
ordinary shares to the investor. The Company further announced that it had received notice of the conversion of
£100,000 of outstanding loan notes and as such had issued 25,000,00 new ordinary shares at a price of £0.004 per
share. Lastly, the Company announced that it had notified its lenders that it had repaid the balance of the loan
outstanding following this conversion, which fully retired the facility.
• On 16 October 2023 the Company announced that had received a revised offer from Integrated Battery Metals to
purchase the Company’s 41% interest in the Mambare nickel/cobalt project. IBM had conditional agreed to purchase
this interest and all outstanding shareholder loans for up to US$4.1, broken out as follows:
o US$1.6M due at completion of the sale and purchase of Corcel's 41% interest in Oro Nickel Vanuatu("ONV"),
the project holding company
o Also at completion, a further US$1.4M payable in cash or the issuance of 1.5M shares of IBM at an issue
price of USD1 per share at the discretion of Corcel
24 months after completion a further payment of US$1.0M either in cash or in IBM shares (at the sole
discretion of Corcel); The IBM shares are to be valued as follows:
o
If listed, then priced at the 5-day volume weighted average price on the last five days prior to the
2nd anniversary or;
If IBM is not publicly listed then USD1.0 per share
o Separately, and not included in the main transaction, US$0.148M for the sale and purchase of Corcel's gross
smelter royalty in respect of the Mambare nickel/cobalt project
• The Company indicated that a disposal of this size relative to the size of the Company constituted a fundamental
disposal according to rule 15 of the AIM Rules for Companies and that the sale of the Wowo Gap project to the same
buyer would need to be aggregated with the Mambare disposal in accordance with rule 16 of the AIM Rules for
Companies. As such it would be a requirement of the AIM Rules for Companies that the disposal be approved by
shareholders at a general meeting, which would be convened in due course. Following Corcel shareholder approval
the Company would then notify its partner at the project of a bonafide and unconditional offer for its interest, starting
a 45-day pre-emption period in which the partner could legally pre-empt the transaction.
• On 3 November 2023 the Company announced that it had been informed by the operator at KON-11, Sonangol, the
state oil company, that the TO-13 well had now completed at a downdip location from historic production at a planned
target depth of 958.5m. The full target Binga reservoir section of approximately 120m had been encountered with
several productive zones seen in multiple intervals, and these results confirmed the ability to reactivate production at
the Block through the use of an early production system; implying significant hydrocarbon potential remaining. The
operator further confirmed that a rig move to the TO-14 well, a second well location to be drilled, was underway.
• On 13 November 2023 the Company announced that the Tobias-14 well, where the company has 20% working
interest (18% net) had spudded in KON-11, in the Kwanza Basin, onshore Angola.
• On 22 November 2023 the Company announced that it had commissioned APEX Geoscience to conduct initial
exploration activities at the Company’s 100% Canegrass lithium project in Western Australia.
• Over the course of July 2023 and September 2023, the Company repaid approx. £390,000 in debt owing on the
C4/Riverfort Capital loan facility which stood at £547,000 as at the reporting date of these financial statements.
29. Control
There is considered to be no controlling party.
Corcel Plc
Annual Report and Accounts 2023
78