Registration Number: 05227458
Corcel Plc
Annual Report and Accounts 2024
1
Corcel Plc
Annual Report and Accounts 2024
Contents
Pages
STRATEGIC REPORT............................................................................................................................................ 2
COMPANY INFORMATION AND ADVISERS ..................................................................................................................... 2
CHAIRMAN AND CEO STATEMENTS ............................................................................................................................ 3
STRATEGIC REVIEW ................................................................................................................................................... 7
GOVERNANCE ..................................................................................................................................................... 13
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT ............................................................................................... 13
QCA CODE 2018 PRINCIPLES .................................................................................................................................. 14
BOARD OF DIRECTORS............................................................................................................................................. 17
CORPORATE GOVERNANCE FRAMEWORK ................................................................................................................. 18
MATTERS RESERVED FOR THE BOARD ...................................................................................................................... 19
BOARD ACTIVITIES 2023-24 ..................................................................................................................................... 20
BOARD COMMITTEES ............................................................................................................................................... 20
DIRECTORS’ REPORT ............................................................................................................................................... 22
STATEMENT OF DIRECTORS’ RESPONSIBILITIES ......................................................................................................... 27
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CORCEL PLC ...................................................................... 28
FINANCIAL STATEMENTS ................................................................................................................................. 35
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................................................ 35
CONSOLIDATED INCOME STATEMENT ........................................................................................................................ 36
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ........................................................................................ 37
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ................................................................................................ 38
CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................................................... 40
COMPANY STATEMENT OF FINANCIAL POSITION ........................................................................................................ 41
COMPANY STATEMENT OF CHANGES IN EQUITY ........................................................................................................ 42
COMPANY STATEMENT OF CASH FLOWS ................................................................................................................... 44
NOTES TO FINANCIAL STATEMENTS .......................................................................................................................... 45
2
Corcel Plc
Annual Report and Accounts 2024
Strategic Report
Company Information and Advisers
Directors
Scott Gilbert
Executive Director
Geraldine Geraldo
Executive Director
Pradeep Kabra
Non-Executive Chairman
Yan Zhao
Non-Executive Director
Andrew Fairclough
Non-Executive Director
All of
Corcel Plc
(WeWork), 71-91 Aldwych House
London WC2B 4HN
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
Zeus Capital
12th Floor, 125 Old Broad Street
London EC2N 1AR
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
Zeus Capital
12th Floor, 125 Old Broad Street
London EC2N 1AR
Auctus Advisors LLP
Robsacks, Long Barn Road
Weald, Sevenoaks, Kent
TN14 6NJ
Bankers
Coutts & Co
440 Strand
London WC2R 0QS
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX
Tel: 012 5282 1390
3
Corcel Plc
Annual Report and Accounts 2024
Chairman and CEO Statements
Chairman’s Statement
Dear Shareholders,
I am pleased to present Corcel Plc's Annual Report and Accounts for the financial year ending 30 June 2024. Our activities
this year have set the path for a true transformation of Corcel, characterised by strategic realignment, commercial and
operational milestones, and a strengthened commitment to delivering significant sustainable value for our stakeholders.
Strategic and Operational Progress
In July 2023, with the acquisition of 90% of Atlas Petroleum Exploration Worldwide Ltd (“APEX”), we embarked on a
strategic pivot, focusing our efforts on high-impact onshore oil and gas assets in Angola's Kwanza Basin, namely: operated
Block KON-16 and non-operated blocks KON-11 and KON-12. The operator of KON-11, Angola’s national oil company,
Sonangol Pesquisa e Produção, S.A. (“Sonangol”), drilled two wells (TO-13 and TO-14) in the Tobias field during Q3 and
Q4 of 2023. Both wells had oil shows, indicating the presence of hydrocarbons in the field. Detailed work is currently being
undertaken to assess the results and address the mechanical and performance issues, faced during the testing of these
two wells.
In our operated block KON-16, we initiated Geological and Geophysical “G&G” studies and conducted an Enhanced Full
Tensor Gradiometry Survey ("eFTG"), which was successfully acquired post year-end reporting during Q3, 2024, with
processing ongoing. The eFTG is expected to provide highly accurate geophysical representations of critical information
for developing a detailed exploration programme, comprising of a 2D seismic acquisition programme and an exploration
well to establish the shallow post-salt and deep pre-salt prospectivity of KON-16.
In April 2024, to recalibrate the strategic direction, Mr. Scott Gilbert (a co-founder of APEX) was appointed as interim CEO,
bringing to the Company extensive experience, operating in Brazil and in Angola, complementing the experience of Ms.
Geraldine Geraldo, Executive Director (also a co-founder of APEX). In July 2024, post year end reporting, Scott was
appointed as permanent CEO and an Executive Director to the Board. The newly formed management team delivered the
following key milestones:
•
Increased our equity in KON-16 from 31.5% to 49.5%, underscoring our confidence in what we believe to be one
of the most exciting blocks in the onshore Kwanza Basin with not only a post-salt potential, but a significant pre-
salt potential as well (September 2024);
•
Delivered critical G&G progress, including the completion of the eFTG survey for developing prospectivity in KON-
16 (Q2-Q3 2024);
•
Signed a collaboration agreement with a Brazilian oil field services company, which has resulted in our entry into
the country through the option agreement (with minimal dilution to shareholders) for the acquisition of gas
production from the Irai field, onshore Brazil. Our collaboration has enhanced our operational capacity in Brazil,
and we are presently reviewing several promising production acquisition opportunities in the region (July 2024);
•
Strengthened the technical and operational team with the appointment of Chief Operating Officer, Richard Lane
(November 2024);
•
Secured new strategic investors with extensive experience in oil and gas in both Angola and Brazil (September
2024); and
•
Completed a full review and analysis of the mining portfolio, paving the way for operations to recommence in 2025
(Q3 2024).
Corcel is now firmly established as an energy company with three verticals, which intend to deliver a) significant upside
through our Angola exploration assets, b) revenue from production through our entry into the Irai field and other potential
acquisitions in Onshore Brazil, and c) continued exposure to rare earth and battery metals from our historical assets, which
are very much at the forefront of energy transition and global electrification trends.
Financial Discipline and Fundraising
Financial resilience remains a cornerstone of our approach. In May 2024, we successfully raised £399,750 through equity
issuances, reflecting continued investor confidence in our vision. These funds have been deployed strategically to advance
our work programs in Angola, evaluate opportunities in Brazil, and support ongoing operational needs.
4
Corcel Plc
Annual Report and Accounts 2024
Chairman and CEO Statements
continued
Prior to year end reporting, in June 2024, we raised a further £500,000 from strategic investors, again, reflecting investor
confidence in the Company and the management team. These modest raises were completed with the intention of
minimising dilution to shareholders, yet enabled the Company to deliver on several of its newly set strategic objectives.
In September 2024, the Company completed a fundraising of £1,220,000, which included the participation of several
supportive long-term oil and gas investors.
We report during the period that the Group incurred a loss of £3.03 million (2023: loss of 1.26 million), primarily due to
increases in administrative expenses £2.57 million (2023: £1.44 million), related to the expansion of the business and asset
portfolio, and the impairment of £0.22 million to the Company’s Canegrass project in Australia (2023: £nil). Project costs
during the year held flat at £0.14 million (2023: £0.11 million) and finance costs fell to £0.13 million (2023: £0.45 million)
reflecting the Company’s transition to less expensive sources of capital.
Governance and Leadership
This year, we undertook a governance refresh to better align with our evolving strategic priorities. I was honoured to
assume the role of Non-Executive Chairman. The Company is supported by a talented Board and an excellent leadership
team with deep expertise across oil and gas, finance and international markets. Together, we are committed to ensuring
robust governance as a foundation for existing operations and our growth ambitions.
Outlook and Future Plans
The upcoming year is poised to be one of great importance for Corcel.
Our key priorities for 2024-2025 include:
•
Advancing the exploration program on KON-16;
•
Building on our first acquisition, expanding our footprint in Brazil through strategic acquisitions targeting near-term
production;
•
Strengthening partnerships and working closely with the Operator in Angola to maximize the value of KON-11
and KON-12;
•
Maximising value potential from our Battery Metals and Rare Earth assets; and
•
Upholding financial prudence and operational efficiency to sustain progress.
We remain steadfast in our commitment to building a balanced portfolio of energy assets, combining near-term production
with long-term exploration upside, while delivering sustainable value for our shareholders.
On behalf of the Board, I extend my deepest gratitude to our shareholders for their unwavering support, to our employees
for their dedication, and to our partners for their collaboration. Together, we are forging a resilient and dynamic Corcel,
poised to thrive in an evolving energy landscape.
Yours sincerely,
Pradeep Kabra
Independent Non-Executive Chairman
Corcel Plc
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Corcel Plc
Annual Report and Accounts 2024
CEO’s Statement
Dear Shareholders,
I am delighted to provide the following statement, which underscores a year, where we have laid the foundation for an
ambitious transformation of our Company, emerging as a dynamic and resilient player in the energy sector. Our journey is
characterised by a clear strategic vision, decisive actions, and an unwavering commitment to unlocking the immense
potential of our asset portfolio across Angola, Brazil, and beyond, by investing and maturing our three verticals:
•
Exploration: high-impact oil and gas post-salt and pre-salt exploration from the onshore Kwanza Basin in Angola;
•
Production: low-risk production from oil and gas fields onshore Brazil for near-term revenue generation; and
•
Energy Transition: through the development of our Battery Metals asset portfolio.
Operational Achievements and Strategic Momentum
2024 has been a pivotal year for Corcel. The acquisition of a 90% interest in APEX in June 2023 marked the beginning of
a new chapter, enabling the business to pivot our focus toward high-impact, high-potential oil and gas assets in Angola’s
Kwanza Basin. In KON-16, our operated block, we made significant progress, including the completion of the Enhanced
Full Tensor Gradiometry (“eFTG”) survey—an instrumental step in refining our exploration plans.
Additionally, our increased equity in KON-16, as disclosed in the Chairman’s Statement, underscores our confidence in
this asset’s transformative potential, particularly its pre-salt prospectivity. These advancements represent more than
technical milestones; they signal Corcel’s readiness to lead in unlocking the untapped value in Angola’s onshore energy
landscape.
Beyond Angola, we entered Brazil with a strategic collaboration, signing an option agreement to acquire gas production
from the Irai field transaction (post year-end). This entry not only diversifies our portfolio but also establishes a beachhead
for additional opportunities in a key market with significant near-term production potential.
Financial Resilience and Strategic Investment
The financial discipline, we have exercised, has been instrumental in achieving key operational objectives, while minimising
shareholder dilution. With successful fundraisings, strategic partnerships, and a shift toward cost-effective capital, we have
ensured Corcel’s financial robustness even as we scale our ambitions.
The Company’s loss during the period reflects necessary investments in our people, processes, and portfolio. These
expenditures, while initiated under previous management, are not merely costs but strategic steps toward Corcel’s future—
a future rooted in operational excellence, technical innovation, and long-term value creation. Since taking over as CEO
after the year-end, I have prioritised exercising tight cost control and adopting a more disciplined approach to ensure that
every investment aligns with our strategic objectives and drives sustainable value. This marks a shift toward greater
financial prudence and accountability under my leadership.
People and Partnerships: Driving Progress
At the core of our transformation is a talented team of experts, supported by strategic partnerships that amplify our
operational capacity. The addition of a seasoned leadership team and our collaboration with partners in Angola and Brazil
are critical enablers of our vision. We are building an organization that thrives on collective expertise, delivering impactful
results with precision and accountability.
Looking Ahead: The Road to 2025
Corcel is entering an era of execution. Our focus for the year ahead includes advancing exploration on KON-16, expanding
our footprint in Brazil, and maximising the value of KON-11 and KON-12 through close collaboration with Sonangol.
Simultaneously, we will work to maximise value from our Battery Metals and Rare Earth assets to capture the opportunities,
presented by the energy transition.
6
Corcel Plc
Annual Report and Accounts 2024
Chairman and CEO Statements
continued
As we execute on these priorities, we will remain uncompromising in our commitment to financial prudence, operational
excellence, and stakeholder value. Corcel is poised to deliver a balanced portfolio that marries the immediacy of production
revenues with the upside potential of long-term exploration.
A Shared Vision for Success
I am deeply grateful to our shareholders, to our employees, and our partners. Together, we are not just building a
Company—we are crafting a legacy of sustainable growth, innovation, and resilience in the energy sector.
Thank you for your support as we take bold steps toward realising the full potential of Corcel Plc.
Yours sincerely,
Scott Gilbert
Chief Executive Officer
Corcel Plc
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Corcel Plc
Annual Report and Accounts 2024
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 battery metals assets, offering exposure to
nickel and rare earth elements.
Business Strategy
The Group seeks to become a significant player in onshore Angola, by participating in the reactivation of the Kwanza Basin,
which has been dormant since the 1990s. Concurrently, the Company is exploring oil and gas transactions in onshore
Brazil, where it has established a working relationship with a Brazilian oilfield services company during the summer of
2024.
The Group recognises 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 inherently high-risk, with multiple identified risks outlined below:
Health, Safety, and Environment (“HSE”)
The complexity and physical nature of oil and gas exploration, development, and production activities pose significant HSE
risks. These include major accidents, personal health and safety issues, regulatory compliance, and potential
environmental harm. The Group is committed to ensuring the safety of its employees, contractors, and consultants, and
strives to minimize its environmental impact wherever possible. The Group looks to strengthen its health and safety
protocols, to promote a safety first culture, to enhance environmental management, compliance and monitoring, and to
utilise technological innovations where appropriate.
Exploration, Development, and Production
The Group's success hinges on its ability to increase production from existing and future assets, and create value through
exploration activities across its portfolio, alongside selective acquisitions to expand its asset base. The Group leverages
both internal and external technical expertise to support exploration and appraisal activities, maximising the chances of
success.
Reserves and Resources
Estimating oil and gas reserves and resources involves a high degree of subjective judgment based on available geological,
technical, and economic information. The Group boasts a strong team with expertise in subsurface and reservoir analysis,
as well as drilling and well engineering. The Group employs technical experts with industry-standard qualifications and
experience to operate its assets and collaborate closely with operators where necessary.
Portfolio Concentration
The Group's exploration and appraisal assets are currently concentrated in the Kwanza Basin, onshore Angola. This
concentration of risk in a single jurisdiction and basin with broadly similar geology across the Blocks is a concern. The
Group is actively seeking to diversify its asset base, potentially including opportunities in Brazil and other areas of Angola.
Technical and Operational Risk
Technical challenges such as drilling complications, equipment failure, and subsurface uncertainties can disrupt
operations. Advanced technologies are often employed to mitigate these risks, but unexpected technical issues can still
impact project timelines and costs.
Regulatory and Legal Risk
Oil and gas companies operate under stringent regulatory frameworks that vary across jurisdictions. Changes in
environmental laws, taxation, or licensing requirements can impose additional costs or restrict activities. Non-compliance
with regulations can lead to fines, operational shutdowns, or revocation of licenses. The Group seeks to minimise these
risks by employing regulatory monitoring, training and awareness as well as through communication with relevant
authorities, participation in policy discussions, and local partnerships.
8
Corcel Plc
Annual Report and Accounts 2024
Strategic Review
continued
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 move the business forward. Ongoing access to funding from investors and
the capital markets remains critical the Group’s development. The Group seeks to minimise this risk by cultivating high-
quality industry specific investors, who will provide capital repeatedly over time as part of a longer-term investment strategy.
This helps insulate the group from market conditions and the issues associated with short term capital sources.
Supply Chain and Logistical Risk
Oil and gas development often involves complex supply chains and logistics, especially in remote locations. Supply chain
disruptions, delays, or cost escalations in essential materials or equipment can slow down projects and inflate operational
expenses. The Company seeks to mitigate these risks through diversification of suppliers, performance monitoring,
inventory management as well as conducting geographic risk assessments where appropriate.
Climate Change and Transition Risk
As the global focus shifts towards renewable energy, oil and gas companies face increasing pressure to reduce carbon
emissions. Climate change policies, carbon pricing, and environmental activism may reduce demand for fossil fuels and
impact the long-term viability of hydrocarbon assets. Transitioning to lower-carbon operations may also require significant
capital investments. The Company seeks to mitigate these risks by investing in transitional energy sources such as natural
gas, alongside more traditional oil exploration and development activities.
Bribery and Corruption
There is a risk that third parties or staff could engage in corrupt or questionable practices. Transparency International’s
rankings place Angola at 116 out of 180 countries with a score of 33 out of 100 points on their 2022 Corruption Perceptions
Index. The Group enforces a zero-tolerance policy towards bribery and corruption and has an established anti-bribery and
corruption (“ABC”) policy. All new hires are required to complete an online certificated course to understand ABC and how
to handle potential situations in their workplaces.
Commodity Prices
The Group faces commodity price risk regarding the valuation of future hydrocarbon reserves. As the Group is not yet in
production and does not currently have reserves, the Directors consider this risk relatively minimal at present. While longer
term commodity prices may affect access to capital and therefore the Group’s ability to access capital, currently the Group
does not actively utilise financial hedging, but will determine when it is relevant to do so. The Group also seeks to have
some diversity of commodity exposure to minimise the risk of any one commodity it is exposed to.
Fiscal and Political
The Group's operations are located in Angola and Brazil with legacy assets in Australia, exposing the Group to fiscal and
political risks in all these countries. In Angola, the Group employs a Managing Director and several employees with
extensive experience in the country. The Group monitors political risks and developments in Angola to assess their
potential impact on operations and engages with relevant governments, ministries, agencies, and the state-owned oil and
gas company to mitigate these risks. In Australia, the Group monitors costs denominated in Australian Dollars and seeks
to mitigate risks through the pre-purchase of Australian Dollars as appropriate for the current scale of operations. In Brazil,
the Group announced an initial investment on 18 November 2024 and will look at ways to ameliorate these risks in Brazil
in due course.
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 Group’s development, with no production or recurring 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.
9
Corcel Plc
Annual Report and Accounts 2024
2024
2023
Key Performance Indicators
£’000
£’000
Cash Balance
268
257
Current Assets
1,185
1,011
Net Working Capital
(3,923)
39
Total Assets
12,055
6,833
Corporate Responsibility
Corcel aims to be socially and environmentally responsible, following and exceeding standards set for exploration and
investment companies around the world. The Group expects to develop a formal Corporate Social Responsibility Policy in
due course.
Governance
The Board considers sound governance as a critical component of the Group’s success and the highest priority. The Group
seeks to retain a strong non-executive presence drawn from varied backgrounds and with well-functioning governance
committees. Through the Group’s compensation policies and variable components of employee remuneration, the
Remuneration Committee of the Board seeks to ensure that the Group’s values are reinforced in employee behaviour and
that effective risk management is promoted.
Analysis by Gender
Category
Male
Female
Directors
4
1
Other Employees
2
3
Employees and Employee Development
The Group is dependent upon the qualities and skills of its employees and their commitment plays a major role in the
Group’s business success. Employees’ performance is aligned to the Group’s goals through an annual performance review
process and via incentive programmes. The Group provides employees with information about its activities through regular
briefings and other media. The Group 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 Group does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-
disability, sexual orientation or marital status. The Group 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 Group 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.
10
Corcel Plc
Annual Report and Accounts 2024
Strategic Review
continued
Section 172 Statement
The Directors of Corcel Plc recognise their duty to promote the success of The Group for the benefit of its members as a
whole, as outlined under Section 172 of the Companies Act 2006. In fulfilling this duty, the Directors consider the interests
of our stakeholders, including shareholders, employees, customers, suppliers, the communities in which we operate, and
the environment. The following statement describes how the Board has taken these factors into account in its decision-
making.
Long-Term Decision-Making
The Board is committed to ensuring that Corcel Plc is positioned for sustainable, long-term success. In line with our
strategy, we evaluate each decision’s impact on the Group’s growth, resilience, and ability to deliver value over time. Key
decisions during 2024, as announced following the reporting date of these Financial Statements, such as a focus on Brazil
were made with careful consideration of their long-term impact on our operational and financial performance.
Employee Wellbeing and Development
Our employees are integral to our success. This year, we continued to invest in their health, safety, and professional
development. The Board regularly seeks feedback from employees to ensure that we foster an inclusive and supportive
workplace, aligned with our commitment to attracting and retaining top talent.
Stakeholder Engagement
The Board values open and constructive dialogue with our stakeholders. We engage regularly with our shareholders,
customers, suppliers, and other key stakeholders through investor presentations and events, question and answer
sessions, and responses to social media and e-mails. This feedback informs our strategies and supports our commitment
to responsible, transparent governance.
•
Shareholders: We engage closely with our investors to understand their views and to communicate our progress
and strategic goals. The Board is committed to clear, transparent communication and provides regular updates
on financial performance and operational developments.
•
Local Communities: We recognise our responsibility to the communities where we operate.
Environmental Impact and Sustainability
The Board is committed to minimising our environmental impact and advancing sustainability. Our goal is to operate
responsibly and to make a positive contribution toward global sustainability goals.
High Standards of Business Conduct
Upholding high ethical standards is fundamental to our business. The Group has established policies to ensure compliance
with laws, regulations, and industry standards. This includes a zero-tolerance approach to bribery and corruption,
supported by our Anti-Bribery and Corruption (“ABC”) Policy. We require all employees and partners to complete regular
training on ethical conduct and compliance standards.
Risk Management and Resilience
The Board has a structured approach to risk management that involves regularly identifying, assessing, and mitigating
potential risks to the business. Our risk management framework is designed to protect the Group’s assets, maintain
operational stability, and support long-term growth.
Conclusion
In all our actions, the Directors strive to balance the interests of our stakeholders, ensuring that decisions are made in the
best interest of the Group and with consideration of the broader social, environmental, and economic impacts. Through
thoughtful governance and engagement, we aim to achieve sustainable success and uphold our responsibilities to
stakeholders.
Decision Making and Implementation
The Board is collectively responsible for the decisions made towards the long-term success of The Group and how the
strategic, operational and risk management decisions have been implemented throughout the business is detailed in
this Strategic Review on pages 7 to 12.
11
Corcel Plc
Annual Report and Accounts 2024
Employee Engagement
The Board recognises that its employees are one of its key resources, which enables delivering the Group’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 Group. 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 Group will be enhanced by good relations with different internal
and external groups and to understand their needs, interests and expectations.
Corcel is committed to sustainable natural resource investment and development worldwide and recognises a
responsibility to protect the environments in which it operates. The Group 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 Group’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 Group at risk, and seeks to
ensure that this flows through all its business interactions and at all levels of the Group. The Board upholds the importance
of sound ethical values and behaviour not only because it is important to the Group 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 Group operates.
The Group 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 Group to conform with the various statutory and regulatory
provisions in the UK as well as in other locations in which it operates. The Group 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 Group’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 Group 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.
12
Corcel Plc
Annual Report and Accounts 2024
Strategic Review
continued
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 Group 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, the QCA Code disclosure updates are promptly published on the website to enable the shareholders to be
kept abreast of the Group’s affairs. The Company’s Annual Report and Notice of Annual General Meetings (“AGM”) as
well as Interim Reports for at least the past five years are available to all shareholders on the Company’s website, where
investor presentations are also made available from time to time. 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.
Scott Gilbert
Executive Director
13 December 2024
13
Corcel Plc
Annual Report and Accounts 2024
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 2024. 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
Group 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 Angola and Brazil focused oil and gas appraisal and
development. 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 Group 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 Group in the best interests of all its stakeholders. The Board takes
charge of formulating, reviewing and approving the Group’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 instil a culture across The Group, 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 7 to 12.
During 2023-2024 Corcel has seen a number of changes to the Board. Antoine Karam was appointed Non-Executive
Chairman of the Company in June 2023. Shortly thereafter he assumed the role of Interim Executive Chairman when
James Parsons stepped down as Chief Executive Officer on 19 July 2023.
Geraldine Geraldo, Andrew Fairclough and Pradeep Kabra joined the Board in December 2023, as Chief Commercial
Strategy Officer and Independent Non-Executive Directors respectively. At that time Ewen Ainsworth stepped down as
Independent Non-Executive Director of the Company. Scott Gilbert was appointed as Chief Executive Officer on 18
September 2024.
Andrew Fairclough was appointed Non-Executive Chairman during July 2024 at which point Antoine Karam assumed the
role of Non-Executive Director, following which Mr Karam stepped down from the Board in November 2024.
Most recently in November 2024 Pradeep Kabra took over as Non-Executive Chairman from Andrew Fairclough, who
returned to an Independent Non-Executive Director position.
The Board is acutely aware of the significant changes to the roles and composition of the Board over the last twelve months
and now looks ahead to the financial year 2024-2025 as a year of stability for the Board to provide a solid platform in which
to grow the business and build upon the foundations, established within Angola and Brazil, during the past twelve months.
The Board currently complies with the 2018 QCA Code and will be looking to adopt the 2023 QCA Code over the coming
months, which will be reported in the annual report and accounts for the year ended 30 June 2025.
Pradeep Kabra
Non-Executive Chairman
13 December 2024
14
Corcel Plc
Annual Report and Accounts 2024
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 Group applies each of the principles and reasons for any non-
compliance.
Further disclosures regarding the Group’s application of the QCA Code can be found on the Group’s website.
Principle
Corcel’s Application
Establish a strategy and business model, which
promote long-term value for shareholders
Corcel follows a medium to long-term corporate strategy, with the
objective of identifying and developing natural resource
investments, with attractive risk weighted return profiles. The
Group 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 Group seeks to
grow its business and make acquisitions and disposals to
crystalise gains and enhance shareholder value.
The Group’s Business Model and Strategy is detailed on pages 7
to 12 of the Strategic Review.
Seek to understand and meet shareholder needs and
expectations
The Group 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 Group’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, X (previously
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 Group also engages with shareholders and prospective
investors via the Annual General Meeting and various physical and
virtual presentations.
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
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 Group
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.
Embed effective risk management, considering both
opportunities and threats throughout the organisation
The Group continues to build an effective risk management
framework, which identifies the risks to which the Group has been
or could be exposed. The Audit Committee oversees the Group’s
financial reporting, including accounting policies and internal
financial controls and is responsible for ensuring that the financial
performance of the Group is properly monitored and reported to
the Board.
Details on principal risks and internal controls established for Risk
management are set out on pages 7 to 12 of the Strategic Review.
15
Corcel Plc
Annual Report and Accounts 2024
Principle
Corcel’s Application
Maintain the Board as a well-functioning balanced
team led by the Chair
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. As a result, the Board
currently comprises of five Directors with a 3:2 balance of Non-
Executive Directors and Executive Directors. Andrew Fairclough
and Pradeep Kabra are the Independent Directors on the Board.
The Chair of the Board is an Independent Non-Executive Director.
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 Group’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 meets as regularly as necessary and also has
established an Audit Committee and a Remuneration Committee
to provide support in these specific areas. The attendance of the
Board and Committee meetings are set out in on page 18 of the
Annual Report.
Further details of the Companies application of the principal Five
are set out in the QCA Code disclosures published on the Group’s
website.
Ensure that between them the Directors have the
necessary up-to-date experience, skills and
capabilities
The Board consists of five Directors: two Executive and three Non-
Executives and the Group believes that there is a strong balance
of resource sector, technical, financial, accounting, legal and
public markets skills. The profiles of the Board of Directors are
included on page 17 of the Annual Report.
Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement
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 Group’s advisors (legal, auditors, NOMAD and broker) on
developments and initiatives as they deem appropriate. The
Group’s auditors brief the Audit Committee on accounting and
regulatory developments, impacting the Group. Individual
Directors may engage external advisors at the expense of the
Group upon approval by the Board in appropriate circumstances.
16
Corcel Plc
Annual Report and Accounts 2024
QCA Code 2018 Principles
continued
Principle
Corcel’s Application
Promote a corporate culture that is based on ethical
values and behaviours
The Group 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 Group.
In this dialogue, the importance of sound ethical values and
behaviour is emphasised, both because it is important if the Group
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 Group operates.
The Board places great importance on this aspect of corporate life,
where failure could put the Group at risk, and seeks to ensure that
this flows through all its business interactions and at all levels of
the Group. The Group 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 Group has a zero-tolerance approach to bribery and
corruption and has an Anti-Bribery Policy in place to protect the
Group, 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 Group’s governance structure, including matters reserved for
the Board, is set out on pages 18 to 19 of the Annual Report.
Communicate how the Group 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 Group and Group and, to this
end, is committed to providing effective communication with the
shareholders of the Group.
The
Group’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 Group’s
stakeholders are kept up to date through descriptions of projects,
press comments, broker notes, video updates and various
presentations published on the Group’s website.
17
Corcel Plc
Annual Report and Accounts 2024
Board of Directors
Pradeep Kabra
Independent Non-Executive Chair
•
Over 35 years of oil and gas experience in nearly all facets of the upstream oil and gas sector;
•
Currently serves as the MD of Ojas Consulting SA, based in Geneva, providing oil and gas technical, strategic,
financial and investment banking services across Asia, Africa and the Middle East;
•
Previously was the CEO and Director of ShaMaran Petroleum Corporation, listed on the TSX-V in Toronto and
NASDAQ First North Growth Market in Stockholm, which conducted oil exploration and development, helping
open up the Kurdistan region of Iraq;
•
Prior to this he held various positions in the industry with Addax Petroleum, Petro Canada and Lundin Oil.
Scott Gilbert
Chief Executive Officer
•
Over 15 years of international experience across oil and gas sector – with most of his career spent in Africa and
Latin America;
•
Started his career working as an engineer at Halliburton and later progressed to commercial and executive roles,
where he led Weatherford’s business in Angola and East Africa;
•
As an investor and entrepreneur, Scott has founded and invested in businesses in the oil and gas sector, thus
bringing to Corcel extensive experience in deal origination and M&A;
•
BEng in Electronics and Electrical Engineering from the Robert Gordon University in Aberdeen.
Geraldine Geraldo
Chief Commercial and Strategy Officer and Executive Director
•
Over 15 years of experience in the oil and gas sector with deep commercial experience, operating in Angola and
internationally;
•
Has held multiple positions with Chevron in the USA and in Angola in business development and the legal sectors;
•
An entrepreneur and the founder of multiple businesses in Angola in the energy and other spaces;
•
Originally trained as a lawyer.
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 and 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.
Andrew Fairclough
Independent Non-Executive Director
•
Andrew has over 29 years of finance and oil and gas experience, and is currently the CFO of Jadestone Energy
Plc, an independent oil and gas company focused on the Asia-Pacific region;
•
Previously was CFO of Serinus Energy Plc, an AIM and WSE listed oil and gas production company with assets
in Tunisia and Romania and CFO of Whalsay Energy Limited, a UKCS oil and gas appraisal and development
company;
•
Prior to this Mr. Fairclough was an investment banker with extensive experience in M&A and capital markets,
predominantly at Flemings, Rothschild and Merrill Lynch.
18
Corcel Plc
Annual Report and Accounts 2024
Corporate Governance Framework
Role of the Board
The Board has a responsibility to govern the Group rather than to manage it and in doing so act in the best interests of the
Group 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 Group’s strategy, financial activities and operating
performance. Day to day management is devolved to the Executive Directors, who are charged with consulting the Board
on all significant financial and operational matters.
Board of Directors
The Board of Directors currently comprises five Directors.
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 Group.
All Directors have access to the advice of the Group’s solicitors and the Group 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 Group’s expense as and when required.
Board Meetings
The Board meets regularly throughout the year. During the year ended 30 June 2024, the Board had 23 Board meetings.
Board Meeting Attendance
The Directors’ attendance at scheduled and ad hoc Board meetings and Board Committees during the year ended 30 June
2024 is detailed in the table below:
Director
Board
Meetings (23)
Audit
Committee
Meetings (3)
Remuneration
Committee
Meetings (1)
Antoine Karam (appointed 13 June 2023)
23
-
-
Geraldine Geraldo (iv)
14
-
-
Andrew Fairclough (iii)
14
1
1
Pradeep Kabra (v)
13
-
-
Yan Zhao (appointed 13 June 2023)
19
3
1
James Parsons (i)
-
-
-
Ewen Ainsworth (ii)
8
2
1
Total meetings
23
3
1
(i) James Parsons resigned on 19 July 2023
(ii) Ewen Ainsworth resigned on 22 December 2023
(iii) Andrew Fairclough appointed on 22 December 2023
(iv) Geraldine Geraldo appointed on 22 December 2023
(v) Pradeep Kabra appointed on 22 December 2023
19
Corcel Plc
Annual Report and Accounts 2024
Matters Reserved for the Board
•
Strategy and Management (responsibility for the overall leadership of the Group and setting the Group’s values
and standards, responsibility for the reputation of the Group, approval of the Group’s strategic aims and objectives,
approval of the Group’s annual operating and capital expenditure budgets and any material changes to them, review
of performance in the light of the Group’s strategy, objectives, business plans and budgets and ensuring that any
necessary corrective action is taken, extension on the Group’s activities into new business or geographical areas,
any decision to cease to operate all or any material part of the Group’s business);
•
Structure and Capital (major changes to the Group’s corporate structure, changes to the Group’s management and
control structure, any changes to the Group’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 Group’s risk and control processes to support its strategy and objectives; b)
reviewing the Group’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 Group 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 the Group policies); and
•
Other (approval of the appointment of the Group’s principal professional advisers, prosecution, defence of settlement
of litigation involving above £5 million or being otherwise material to the interests of the Group, approval of the overall
levels of insurance for the Group, including Director’s and Officers’ Liability Insurance).
20
Corcel Plc
Annual Report and Accounts 2024
Board Activities 2023-2024
The Board is responsible for full and effective control over the Group. The Board holds regular meetings at which financial,
operational and strategic goals are considered and decided upon.
2023-2024 Board Activities
•
Drilled two wells in Block KON-11, Kwanza Basin, onshore Angola;
•
Advanced exploration and development programmes on Blocks KON-12 and KON-16;
•
Completed Board restructuring to better reflect revised oil and gas centric strategy; and
•
Expanded Company’s focus to include oil and gas assets, located onshore Brazil.
2024-2025 Board Focus
•
Complete IRAI field workovers in Brazil and determine option execution;
•
Advance KON-16 development program to bring prospects to drill ready status;
•
Consider additional transactions in Brazil focused, on adding production;
•
Consolidate position in onshore Angola;
•
Work with block partners to further develop KON-11 and KON-12; and
•
Develop value of battery metals 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 Andrew Fairclough Non-
Executive Director as Chairman and Yan Zhao, Non-Executive Director. 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.
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, and Andrew Fairclough, Non-
Executive Director. The Executive Directors and other senior personnel attend meetings as requested by the Committee,
which meets at least once 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 once. Consideration was given to Board composition, option
awards and Executive remuneration packages, including and any related bonus awards for the executives.
21
Corcel Plc
Annual Report and Accounts 2024
ESG Committee
In 2023-2024, the ESG Committee continued to drive our commitment to sustainable and responsible business practices.
Our focus on Environmental, Social, and Governance (“ESG”) principles remains integral to our strategy, ensuring that we
create long-term value for our shareholders while positively impacting the communities we serve and the environment.
Environmental Initiatives
•
Our commitment to the energy transition to renewable energy sources continued throughout the year with
investment into our mining portfolio:
o
Mt Weld, refreshed review of the drilling results from the 2023 drilling campaign. New focus on the
identified ionic adsorption clay deposits with elevated REE’s at shallow depths. 2025 activities under
planning and consideration;
o
KON-16, undertook site visit with National Biodiversity Institute in 2024 to block KON-16 to determine
how demining and seismic can be conducted in 2025 without environmental impact. Planning kicked off
for Environment Impact Assessment. Also undertook eFTG survey, critical to selection of seismic
location, to ensure minimal impact to the environment with seismic acquisition. Seismic planning
conducted in 2024, focusing on engaging companies such as Stryde, with nodal system, to minimise
environmental footprint;
o
KON-11 and KON-12, focused on working with Operator to monitor environmental impact. Zero
recordable incidents;
o
2023-2024 Company adopted revised comprehensive HSE Policy, appropriate for expanded portfolio,
including environmental consideration; and
o
Environmental due diligence has also been incorporated in Business Development process. Q2 2024,
site visit was conducted to onshore Brazil acreage to complete DD.
Social Responsibility
•
We have continued to invest in our workforce, providing comprehensive training programs and promoting diversity
and inclusion at all levels of the organisation; and
•
Our community engagement initiatives have expanded. In 2024, a scouting trip was conducted to the operated
KON 16. 1st Company meeting, with local community and community leaders, completed. Expected Company
contribution in 2024-2025 is additional, demining of block KON-16 area, which will increase security of the
community.
Governance
•
We have reinforced our governance framework to ensure transparency, accountability, and ethical conduct in all
our business dealings;
•
The implementation of robust internal controls and compliance measures has been a priority, safeguarding the
interests of our stakeholders; and
•
Comprehensive review of all internal policies commenced April 2024. In progress.
Meetings
•
1 held in April 2024.
22
Corcel Plc
Annual Report and Accounts 2024
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 2024.
Principal Activities
The Company was incorporated for the purpose of pursuing the development of and investment in mineral exploration
projects and more recently has moved to Angola and Brazil 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 and Papua New Guinea.
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 12.
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 12.
Fundraising and Share Capital
During the year, cash of £1.8 million (2023: £1.5 million) gross before deducting any associated transaction costs, was
raised by the issue of new equity, comprising new ordinary shares of 1,113,918,531 (2023: 903,503,689), and attached
warrants totalling 291,052,900 (2023: 444,582,214); further details are given in Note 16.
Results and Dividends
The Group’s results are set out in the Group Income Statement on page 36. The audited Financial Statements for the year
ended 30 June 2024 are set out on pages 35 to 78. The Group made a loss after taxation of £3.03 million (2023: loss of
£1.26 million) with the increase on the prior year, driven largely by the costs associated with operating an expanded Group,
inclusive of operations in Angola, which had only been acquired at the end of the prior year. The Directors do not
recommend the payment of a dividend (2023: nil).
Directors
The Directors, who served during the period and following the year end, are as follows:
Appointed
Resigned
Andrew Fairclough
22.12.2023
Scott Gilbert
18.09.2024
Geraldine Geraldo
22.12.2023
Yan Zhao
13.06.2023
Pradeep Kabra
22.12.2023
Antoine Karam
13.06.2023
03.11.2024
Ewen Ainsworth
24.06.2019
22.12.2023
James Parsons
23.12.2019
19.07.2023
23
Corcel Plc
Annual Report and Accounts 2024
The interests of the Board in the shares of the Group as at 30 June 2024 were as follows:
As percentage
of issued
share capital
Ordinary shares
Options
Warrants
Andrew Fairclough
-
-
-
-
Geraldine Geraldo
79,175,000
3.22%
31,490,580
-
Antione Karam
239,199,761
9.73%
125,962,320
94,996,305
Yan Zhao
38,833,333
1.58%
-
-
Pradeep Kabra
-
-
31,490,580
-
The interests of the Board in the shares of the Group as at 10 December 2024 were as follows:
As percentage
of issued
share capital
Ordinary shares
Options
Warrants
Andrew Fairclough
-
-
-
-
Geraldine Geraldo
79,175,000
2.12%
31,490,580
-
Scott Gilbert
25,000,000
0.67%
31,490,580
-
Yan Zhao
38,833,333
1.04%
-
-
Pradeep Kabra
-
-
31,490,580
-
Substantial Shareholdings
On 30 June 2024, the following were registered as being interested in 3% or more of the Group’s Ordinary share capital:
Ordinary
shares of
£0.0001 each
Percentage
of issued
share capital
Fiske Nominees Limited – Designation FISKPOOL*
359,147,004
14.61%
Securities Services Nominees Limited – Designation 2276220*
350,000,000
14.24%
Interactive Brokers LLC – Designation IBLLC2
323,480,342
13.16%
Pershing Nominees Limited – Designation SHCLT*
179,408,021
7.30%
Interactive Brokers LLC – Designation IBLLCR
150,000,000
6.10%
Vidacos Nominees Limited – Designation FGN*
116,501,742
4.74%
Hargreaves Lansdown (Nominees) Limited – Designation 15942*
96,016,781
3.91%
*Client accounts
Management Incentives
In the year to 30 June 2024, the Company has granted 307,033,155 options over its ordinary shares (2023: Nil). As at 30
June 2024, 333,720,567 options were outstanding (2023: 26,687,412).
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.
24
Corcel Plc
Annual Report and Accounts 2024
Directors’ Report
continued
Directors’ Remuneration
The remuneration of the Executive Directors, paid during the year, was fixed on the recommendation of the Remuneration
Committee. The remuneration of the Non-Executive Directors, paid during the year, was fixed on the recommendation of
the Executive Directors. Remuneration levels reflected the need to maximise the effectiveness of the Company’s limited
resources during the year.
Fees paid to each Director, for the year ended 30 June 2024, 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
13 to 16.
Control Procedures
The Board has approved financial budgets and cash forecasts. In addition, it has implemented procedures to ensure
compliance with accounting standards and effective reporting.
Environmental Responsibility
The Group is aware of the potential impact that its subsidiary companies may have on the environment. The Group 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 Group 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 Group 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 Group maintains and follows Emergency Response and
Evacuation Plans (“EREP”) in all its projects.
25
Corcel Plc
Annual Report and Accounts 2024
Other Matters
The Company and the 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 the 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.
Going Concern
It is the prime responsibility and requirement of the Board to prepare the Group and the Company Financial Statements
on a going concern basis, unless inappropriate to assume the Group will continue in business. At 30 June 2024, the Group
had cash and cash equivalents of £0.3 million (2023: £0.3 million) and £1.3 million of borrowings (2023: £0.6 million). The
Group has nil revenues.
The Directors note the necessity, given the limited cash resources currently held by the Group, that additional funding be
raised in the near term to meet the ongoing spending projections and working capital requirements of the business. This
would most likely be through equity and/or debt issuances in Q1 2025 with, dependent on the quantum of near term funding
raised, further resources required to be secured in the first quarter of 2025. Whilst the Directors remain confident that
funding will be secured as and when required to continue to progress the Group’s projects and meet its obligations, there
can be no certainty that the Company will be able to secure the necessary funding when required. Consequently, there
exists a material uncertainty over the application of the going concern principle. See Note 1.2 to these Financial Statements
for further details.
Having considered the prepared cashflow forecasts and the Group budget, expected operational costs and the continued
support of the Company’s suppliers and shareholders, 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. Notwithstanding the confidence
and historical track record of the Board and Company in raising funding as and when required, there can be no certainty
that the Company will be successful in raising the additional funding, necessary to continue to meet its obligations as and
when they fall due. Consequently, a material uncertainty exits, which may cast significant doubt on the Group and the
Company’s ability to act as a going concern.
Events After the Reporting Period
Events after the reporting period are set out in Note 26 to the Financial Statements.
Independent Auditors
PKF Littlejohn LLP, the independent auditors of the Company financial statements, have confirmed their independence
and willingness to be reappointed for the coming year. A resolution confirming their reappointment and authorising the
Board to fix their remuneration will be tabled at the Company’s next Annual General Meeting.
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 Group’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 Group’s auditors are aware of that information.
26
Corcel Plc
Annual Report and Accounts 2024
Directors’ Report
continued
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
Scott Gilbert
Executive Director
13 December 2024
27
Corcel Plc
Annual Report and Accounts 2024
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 the Group and the Company Financial Statements for each financial year.
The Directors are required by the AIM Rules of the London Stock Exchange to prepare the Group Financial Statements in
accordance with UK adopted International Accounting Standards (“UK IAS”) and have elected, under company law, to
prepare the Group and the Company Financial Statements in accordance with UK 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 the
Company for that period.
In preparing the Group and the 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 UK 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 Group 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.
We confirm that to the best of our knowledge:
•
The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings,
included in the consolidation taken as a whole; and
•
The Directors’ Report includes a fair review of the development and performance of the business and the position
of the issuer and the undertakings, included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
28
Corcel Plc
Annual Report and Accounts 2024
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 2024, 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 2024 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.2 in the Financial Statements, which indicates that the Group and the Company are reliant on
raising additional funding in order to meet commitments as they fall due, including working capital requirements and funding
of agreed work programmes. As stated in Note 1.2, these events or conditions indicate that a material uncertainty exists
that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting
in the preparation of the Financial Statements is appropriate. Our evaluation of the Directors’ assessment of the 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;
•
Reviewing the stress testing performed by management for reasonableness;
•
Obtaining an understanding of committed spend versus spend that can be deferred if needed, and how
management is able to cut back costs should it be needed to preserve cashflow in the short term;
•
Reconciling the opening bank balance as per the cashflow forecast to the bank statements at the beginning of
December 2024;
•
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 and Company Financial Statements; and
•
Reviewing post balance sheet events as they relate to the Group’s and Company’s ability to raise funds.
Our responsibilities and the responsibilities of the Directors, with respect to going concern, are described in the relevant
sections of this report.
29
Corcel Plc
Annual Report and Accounts 2024
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.
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;
•
The stability in key management personnel; and
•
The level of misstatements identified in prior periods.
Materiality for the Group Financial Statements was set at £181,000 (2023: £172,400). This was calculated at 3% of net
assets (2023: 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, mining
tenements and joint venture.
Materiality for the significant components of the Group, ranged from £91,500 to £180,000 (2023: £87,600 to £171,000)
calculated as a percentage of net assets.
Performance materiality for the Group Financial Statements was set at £126,700 (2023: £120,600), being 70% (2023:
70%) of materiality for the Group Financial Statements as a whole.
Materiality and performance materiality for the Company was set at £180,000 (2023: £171,000) and £126,000 (2023:
£119,700) respectively.
The materiality and performance materiality for the significant components, including the Company, are calculated on the
same factors 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 £9,050 (2023: £8,600) for the Group and for the Company a value in excess of £9,000
(2023: £8,500). 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.
30
Corcel Plc
Annual Report and Accounts 2024
Independent Auditor’s Report to the Members of Corcel Plc
continued
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
valuation of share options and 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 the Company’s centralised accounting function is based in United Kingdom and the audit work on all
significant components was performed by our Group audit team in London.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Financial Statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those, which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
We have determined the matters described below to be the key audit matters to be communicated in our report
Key Audit Matter
How Our Scope Addressed This Matter
Carrying value of investments in subsidiaries and
receivables from subsidiary (Company only) (Notes 10
and 13)
Investments in subsidiaries and receivables from
subsidiaries are significant balances in the Financial
Statements.
Investments:
The Company holds a 90% interest in Atlas Petroleum
Exploration
Worldwide
Ltd
(carrying
value
of
£966,000) and a 100% interest in Corcel Australasia
(carrying value of £1,014,000).
Receivable balance:
The Company currently has outstanding receivables
due of £3,882,000 from subsidiary Atlas Petroleum
Exploration Worldwide Ltd.
As at 30 June 2024, 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, this is considered to be a key
audit matter.
Our work in this area included:
•
Obtaining relevant documentation relating to the
ownership of investments at the year end;
•
Reviewing
management’s
assessment
of
recoverability of investments in subsidiaries and
receivable from subsidiary, including challenging and
corroborating key assumptions made therein;
•
Consideration of the recoverability of these balances
by reference to underlying net asset values, including
the recoverability potential of the underlying projects
where applicable;
•
Obtaining and reviewing any relevant agreements
relating
to
investments
(including
shareholder
agreements and licence agreements) to ensure all
terms were complied with;
•
Review of Board minutes and Regulatory News
Service (RNS) announcements to identify potential
indicators of impairment to these assets; and
•
Considering the appropriateness of disclosures
included in the Financial Statements.
31
Corcel Plc
Annual Report and Accounts 2024
Carrying value of exploration and evaluation assets
(Group) (Note 21)
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 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. Given the level of judgement involved, this
is considered to be a key audit matter.
Our work in this area included:
•
Confirming that the Group has good title to the projects
through inspection of relevant licenses, contracts and
agreements;
•
Testing a sample of costs capitalised, including
considerations
of
their
appropriateness
for
capitalisation in accordance with IFRS 6-Exploration
for and Evaluation of Mineral Resources and the
Group’s accounting policy;
•
Reviewing management’s impairment assessment in
respect of the carrying value, including challenging
and
obtaining
corroborating
evidence
for
key
assumptions used;
•
Performing independent assessment of the existence
of impairment indicators as required by IFRS 6; and
•
Considering the appropriateness of disclosures
included in the Financial Statements.
Accounting treatment and recoverability of assets
held for sale (Group and Company) (Notes 1.5 and 22)
The Group and Company hold a 41% interest in JV
Company Oro Nickel Ltd. The sale agreement was
entered into with the Buyer in October 2023 subject to
completion terms. This was treated as an asset held
for sale in the previous year in accordance with IFRS
5 Non-current assets held for Sale and Discontinued
operations.
The sale transaction could not be completed in the
current year due to a dispute raised by the JV partner
in relation to pre-emption rights on the sale of the
interest.
At the year end, £3,000,000 (Company) and £2,975,000
(Group) have been classified as Assets held for sale in
relation to the Group’s and Company’s investment in
the JV, made up of equity investment and loan
balance. This balance is material to the Financial
Statements.
There is a risk that the balances relating to the Group’s
and
Company’s
interest
in
Oro
Nickel
are
inappropriately classified as Assets held for sale and,
further, that the carrying value is not held at the lower
of carrying value and fair value less costs to sell as
required by IFRS 5. Given the significance of these
balances to the Financial Statements, we have
considered this to be a key audit matter.
Our work in this area included:
•
Obtaining the agreements signed in the disposal
process and reviewing the terms and conditions of the
disposal;
•
Agreeing the consideration received or receivable to
the underlying calculations, agreements and other
relevant supporting documentation;
•
Obtaining an understanding of progress made during
the year and the appropriateness of classification of
the relevant assets as held for sale in accordance with
IFRS 5;
•
Reviewing RNS announcements and Board minutes,
as well as holding discussions with management, to
understand the latest position with regard to the
planned disposal and related dispute raised by the
partner;
•
Holding discussions with the Company’s external
lawyer with regard to the dispute raised by the JV
partner to understand the status of the claim and
current proceedings;
•
Independently considering indications that the carrying
value of the related IFRS 5 assets may need to be
written down to fair value; and
•
Considering the appropriateness of disclosures
included in the Financial Statements.
32
Corcel Plc
Annual Report and Accounts 2024
Independent Auditor’s Report to the Members of Corcel Plc
continued
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 the 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.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of
the Group and the 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 the 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.
33
Corcel Plc
Annual Report and Accounts 2024
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 the 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 the 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 legislation;
o
General Data Protection Regulations;
o
Anti-Bribery Act;
o
Anti-Money Laundering Regulations; and
o
Local environmental and exploration regulations.
•
We designed our audit procedures to ensure the audit team considered, whether there were any indications of
non-compliance by the Group and the 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 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.
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.
34
Corcel Plc
Annual Report and Accounts 2024
Independent Auditor’s Report to the Members of Corcel Plc
continued
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)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
13 December 2024
35
Corcel Plc
Annual Report and Accounts 2024
Financial Statements
Consolidated Statement of Financial Position
as at 30 June 2024
Notes
30 June
2024
£’000
30 June
2023
£’000
ASSETS
Non-current assets
Exploration & evaluation assets
21
7,713
2,014
Property, plant and equipment
8
1
Financial instruments - fair value through other comprehensive income (FVTOCI)
12
1
1
Other receivables
13
173
2,231
Total non-current assets
7,895
4,247
Current assets
Cash and cash equivalents
18
268
257
Trade and other receivables
13
917
754
Total current assets
1,185
1,011
Assets held for sale
22
2,975
1,575
Total assets
12,055
6,833
EQUITY AND LIABILITIES
Equity attributable to owners of the Parent
Called up share capital
16
2,953
2,842
Share premium account
16
31,110
28,138
Other reserves
2,802
2,481
Retained earnings
(30,980)
(27,945)
Total equity attributable to owners of the Parent
5,885
5,516
Total equity
5,885
5,516
LIABILITIES
Current liabilities
Trade and other payables
14
4,840
715
Short-term borrowings
14
1,330
602
Total current liabilities
6,170
1,317
Total equity and liabilities
12,055
6,833
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements, on pages 35 to 78, were approved by the Board of Directors and authorised for issue on 13
December 2024 and are signed on its behalf by:
Scott Gilbert
Executive Director
Registration number: 05227458
36
Corcel Plc
Annual Report and Accounts 2024
Consolidated Income Statement
for the year ended 30 June 2024
Notes
Year to
30 June
2024
£’000
Year to
30 June
2023
£’000
Gain on disposal of tenements
2
-
475
Gain on disposal of subsidiaries
2
-
287
Gain on disposal of JV’s and associates
2
-
384
Project expenses
(144)
(114)
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss
(FVTPL)
11
-
(337)
Impairment of E&E asset
21
(220)
-
Administrative expenses
4
(2,572)
(1,442)
Foreign currency gain/(loss)
14
(13)
Other income
43
25
Finance costs, net
5
(129)
(451)
Share of loss of associates and joint ventures
11, 22
-
(76)
Loss for the year before taxation
3
(3,008)
(1,262)
Taxation
6
-
-
Loss for the year for continuing operations
(3,008)
(1,262)
Loss for the year for discontinued operations
22
(27)
-
Loss per share attributable to:
Equity holders of the Parent
(3,035)
(1,262)
Non-controlling interest
-
-
(3,035)
(1,262)
Earnings per share attributable to owners of the Parent:
Basic and diluted
9
(0.2) pence
(0.2) pence
Basic and diluted (continued operations)
9
(0.2) pence
(0.2) pence
Basic and diluted (discontinued operations)
9
(0.0) pence
-
37
Corcel Plc
Annual Report and Accounts 2024
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024
30 June
2024
£’000
30 June
2023
£’000
Loss for the year (Continuing and discontinued operations)
(3,035)
(1,262)
Other comprehensive income
Items that will be not be reclassified subsequently to profit or loss
Unrealised foreign currency (loss)/gain on translation of foreign operations
(17)
5
Total other comprehensive income for the year
(17)
5
Total comprehensive loss for the year (Continuing and discontinued operations)
(3,052)
(1,257)
Total comprehensive loss attributable to:
Equity holders of the Parent
(3,052)
(1,257)
Non-controlling interest
-
-
(3,052)
(1,257)
The accompanying notes form an integral part of these Financial Statements.
38
Corcel Plc
Annual Report and Accounts 2024
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
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
Other
reserves
£’000
Total
Equity
attributable to
owners of the
Parent
£’000
Non-
controlling
interests
£’000
Total
Equity
£’000
As at 1 July 2022
2,751
24,961
75
(26,758)
2,095
3,124
-
3,124
Changes in equity for 2023
Loss for the year
-
-
-
(1,262)
-
(1,262)
-
(1,262)
Other comprehensive income for the year
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
-
-
-
-
5
5
-
5
Total comprehensive income for the year
-
-
-
(1,262)
5
(1,257)
-
(1,257)
Transactions with owners
Issue of shares, net of issue costs
91
3,177
-
-
-
3,268
-
3,268
Cancellation of shares to be issued
-
-
(75)
75
-
-
-
-
Options issued
-
-
-
-
53
53
-
53
Warrants issued
-
-
-
-
328
328
-
328
Total transactions with owners
91
3,177
(75)
75
381
3,649
-
3,649
As at 30 June 2023 and 1 July 2023
2,842
28,138
-
(27,945)
2,481
5,516
-
5,516
Changes in equity for 2024
Loss for the year
-
-
-
(3,035)
-
(3,035)
-
(3,035)
Other comprehensive income for the year
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
-
-
-
-
(17)
(17)
-
(17)
Total comprehensive income for the year
-
-
-
(3,035)
(17)
(3,052)
-
(3,052)
Transactions with owners
Issue of shares, net of issue costs
111
2,972
-
-
-
3,083
-
3,083
Options issued
-
-
-
-
216
216
-
216
Warrants issued
-
-
-
-
122
122
-
122
Total transactions with owners
111
2,972
-
-
338
3,421
-
3,421
As at 30 June 2024
2,953
31,110
-
(30,980)
2,802
5,885
-
5,885
See Note 15 for a description of each reserve included above.
39
Corcel Plc
Annual Report and Accounts 2024
Consolidated Statement of Changes in Equity
Continued
Other reserves
FVTOCI
financial
asset
reserve
£’000
Share-based
payment
reserve
£’000
Warrant
reserve
£’000
Foreign
currency
translation
reserve
£
Total
other
reserves
£
As at 1 July 2022
(2)
116
1,450
531
2,095
Unrealised foreign exchange gain arising on
retranslation of foreign company operations
-
-
-
5
5
Options granted during the year
-
53
-
-
53
Warrants granted during the year
-
-
328
-
328
As at 1 July 2023
(2)
169
1,778
536
2,481
Unrealised foreign exchange loss arising on
retranslation of foreign company operations
-
-
-
(17)
(17)
Options granted during the year
-
216
-
-
216
Warrants granted during the year
-
-
122
-
122
As at 30 June 2024
(2)
385
1,900
519
2,802
See Note 15 for a description of each reserve included above.
40
Corcel Plc
Annual Report and Accounts 2024
Consolidated Statement of Cash Flows
for the year ended 30 June 2024
Year to
30 June
2024
£
Year to
30 June
2023
£
Cash flows from operating activities (Continued and discontinued operations)
Loss before taxation
(3,035)
(1,262)
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss
(FVTPL)
220
337
Gain on disposal of subsidiaries
-
(287)
Gain on disposal of mineral tenements
-
(475)
Gain on disposals of Joint Ventures and Associates
-
(384)
Depreciation
1
10
Finance cost, net (Note 5)
129
451
Share-based payments
294
53
Share of loss in associates and joint ventures
-
76
Equity settled expenses
12
201
Decrease/(Increase) in receivables
121
(139)
(Decrease) / increase in payables
(181)
94
Unrealised foreign exchange
(4)
-
Net cash outflow from operations
(2,443)
(1,325)
Cash flows from investing activities
Purchase of property, plant and equipment
(8)
-
Expenditure on exploration & evaluation assets (Note 21)
(1,601)
(386)
Proceeds from disposal of Joint Ventures and Associates
-
384
Proceeds from disposal of Subsidiaries
268
246
Proceeds from disposal of mineral tenements (Note 21)
-
535
Proceeds from the partial disposal of assets held for sale (Note 22)
116
-
Net cash outflow from investing activities
(1,225)
779
Cash inflows from financing activities
Proceeds from issue of shares net of issue costs
1,823
1,738
Proceeds of new borrowings, as received net of associated fees (Note 20)
2,344
-
Repayment of borrowings (Note 20)
(471)
(954)
Net cash inflow from financing activities
3,696
784
Net decrease in cash and cash equivalents
28
238
Cash and cash equivalents at the beginning of year
257
25
Foreign exchange on translation of foreign currency
(17)
(6)
Cash and cash equivalents at end of year
268
257
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral part of these Financial Statements.
41
Corcel Plc
Annual Report and Accounts 2024
Company Statement of Financial Position
Corcel Plc (Registration Number: 05227458) as at 30 June 2024
Notes
30 June
2024
£
30 June
2023
£
ASSETS
Non-current assets
Investments in subsidiaries
10
1,980
1,980
Investments in associates and joint ventures
11
-
-
Investments in mineral tenements
21
184
392
Loans to subsidiaries
13
3,882
286
Financial assets with fair value through other comprehensive income (FVTOCI)
12
1
1
Other receivables
13
-
1,517
Total non-current assets
6,047
4,176
Current assets
Cash and cash equivalents
18
89
256
Trade and other receivables
13
265
453
Total current assets
354
709
Assets held for sale
22
3,000
1,775
Total assets
9,401
6,660
EQUITY AND LIABILITIES
Called up share capital
16
2,953
2,842
Share premium account
16
31,110
28,138
Other reserves
2,283
1,945
Retained earnings
(30,459)
(27,332)
Total equity
5,887
5,593
LIABILITIES
Current liabilities
Trade and other payables
14
1,862
465
Loans from subsidiaries
14
322
-
Short-term borrowings
14
1,330
602
Total current liabilities
3,514
1,067
Total equity and liabilities
9,401
6,660
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 £3,127,247 (2023: loss of £1,494,325). The Company’s total
comprehensive loss for the financial year was £3,127,247 (2023: loss £1,419,325).
These Financial Statements, on pages 35 to 78, were approved by the Board of Directors and authorised for issue on 13
December 2024 and are signed on its behalf by:
Scott Gilbert
Executive Director
The accompanying notes form an integral part of these Financial Statements.
42
Corcel Plc
Annual Report and Accounts 2024
Company Statement of Changes in Equity
for the year ended 30 June 2024
The movements in reserves during the year were as follows:
Share
capital
£’000
Share
premium
account
£’000
Shares to be
issued
£’000
Retained
earnings
£’000
Other
reserves
£’000
Total
equity
£’000
As at 30 June 2022
2,751
24,961
75
(25,913)
1,564
3,438
Changes in equity for 2023
Loss for the year
-
-
-
(1,494)
-
(1,494)
Total comprehensive income for the year
-
-
-
(1,494)
-
(1,494)
Transactions with owners
Issue of shares, net of issue costs
91
3,177
-
-
-
3,268
Cancellation of shares to be issued
-
-
(75)
75
-
-
Share options granted
-
-
-
-
53
53
Share warrants granted during the year
-
-
-
-
328
328
Total transactions with owners
91
3,177
(75)
75
381
3,649
As at 30 June 2023 and 1 July 2023
2,842
28,138
-
(27,332)
1,945
5,593
Changes in equity for 2024
Loss for the year
-
-
-
(3,127)
-
(3,127)
Total comprehensive income for the year
-
-
-
(3,127)
-
(3,127)
Transactions with owners
Issue of shares, net of issue costs
111
2,972
-
-
-
3,083
Share options granted
-
-
-
-
216
216
Share warrants granted during the year
-
-
-
-
122
122
Total transactions with owners
111
2,972
-
-
338
3,421
As at 30 June 2024
2,953
31,110
-
(30,459)
2,283
5,887
43
Corcel Plc
Annual Report and Accounts 2024
Company Statement of Changes in Equity
continued
Other reserves
FVTOCI
financial
asset
reserve
£’000
Share-based
payment
reserve
£’000
Warrants
reserve
£’000
Total
other
reserves
£’000
As at 30 June 2022
(2)
116
1,450
1,564
Changes in equity for 2023
Transactions with shareholders in the year
Share options granted during the year
-
53
-
53
Warrants issued during the year
-
-
328
328
Total transactions with shareholders
-
53
328
381
As at 30 June 2023 and 1 July 2023
(2)
169
1,778
1,945
Changes in equity for 2024
Transactions with shareholders in the year
Share options granted during the year
-
216
-
216
Warrants issued during the year
-
-
122
122
Total transactions with shareholders
-
216
122
338
As at 30 June 2024
(2)
385
1,900
2,283
See Note 15 for a description of each reserve included above.
44
Corcel Plc
Annual Report and Accounts 2024
Company Statement of Cash Flows
for the year ended 30 June 2024
Year to
30 June
2024
£’000
Year to
30 June
2023
£’000
Cash flows from operating activities (Continued and discontinued operations)
Loss before taxation
(3,127)
(1,494)
Impairment of investments in joint ventures and financial
instruments held at fair value through profit and loss (FVTPL)
-
337
Impairment of mineral tenements
220
-
Impairment of assets held for sale
175
-
Gain on disposal of tenements
-
(475)
Gain on disposal of subsidiaries
-
(247)
Gain on disposal of Joint Ventures and Associates
-
(384)
Finance costs (Note 5)
219
451
Share-based payments
294
53
Equity settled transactions
12
201
Decrease /(Increase) in receivables
110
(87)
Increase/(Decrease) in payables
204
(60)
Unrealised foreign exchange
7
-
Net cash outflow from operations
(1,886)
(1,705)
Cash flows from investing activities
Proceeds from disposal of mineral tenements
-
535
Proceeds from disposal of Subsidiaries
-
246
Proceeds from disposal of Joint Ventures and Associates
-
384
Proceeds from the partial disposal of assets held for sale
116
-
Loans to subsidiaries (Note 10)
(2,081)
(8)
Investments in mineral tenements
(12)
-
Net cash outflows from investing activities
(1,977)
1,157
Cash inflows from financing activities
Proceeds from issue of shares, net of issue costs (Note 16)
1,823
1,738
Proceeds of new borrowings (Note 20)
2,344
-
Repayments of borrowings (Note 20)
(471)
(954)
Net cash inflow from financing activities
3,696
784
Decrease in cash and cash equivalents
(167)
236
Cash and cash equivalents at the beginning of period
256
20
Cash and cash equivalents at end of period
89
256
Major non-cash transactions are disclosed in Note 20.
The accompanying notes and accounting policies form an integral part of these Financial Statements.
Notes to Financial Statements
for the year ended 30 June 2024
45
Corcel Plc
Annual Report and Accounts 2024
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 2024, were authorised for issue by the Board on 13 December 2024 and signed on the Board’s behalf by Scott
Gilbert. Corcel Plc is a public limited company, incorporated and domiciled in England and Wales. The Group’s ordinary
shares are traded on AIM. The principal activity of the Group is the management of a portfolio of oil and gas projects in
Africa and Brazil and battery metals exploration and development projects in Australia and PNG. The registered address
of the Group 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 (“UK
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 and requirement of the Board to prepare the Group and the Company Financial Statements
on a going concern basis, unless inappropriate to assume the Group will continue in business. At 30 June 2024, the Group
had cash and cash equivalents of £0.3 million (2023: £0.3 million) and £1.3 million of borrowings (2023: £0.6 million). The
Group has nil revenues.
The Directors note the necessity, given the limited cash resources currently held by the Group, that additional funding be
raised in the near term to meet the ongoing spending projections and working capital requirements of the business. This
would most likely be through equity and/or debt issuances in Q1 2025 with, dependent on the quantum of near term funding
raised, further resources required to be secured in the first quarter of 2025. Whilst the Directors remain confident that
funding will be secured as and when required to continue to progress the Group’s projects and meet its obligations, there
can be no certainty that the Company will be able to secure the necessary funding when required. Consequently, there
exists a material uncertainty over the application of the going concern principle. See Note 1.2 to these Financial Statements
for further details.
Having considered the prepared cashflow forecasts and the Group budget, expected operational costs and the continued
support of the Company’s suppliers and shareholders, 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. Notwithstanding the confidence
and historical track record of the Board and the Company in raising funding as and when required, there can be no certainty
that the Company will be successful in raising the additional funding, necessary to continue to meet its obligations as and
when they fall due. Consequently, a material uncertainty exits, which may cast significant doubt on the Group and the
Company’s ability to act as a going concern.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards and interpretations, which have not been
applied in these Financial Statements were in issue but not yet effective:
•
Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
(effective 1 January 2024);
•
Amendments to IAS 1: Classification of Liabilities as Current or Non-current – Deferral of Effective Date (effective
1 January 2024);
•
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies (effective 1 January 2023);
•
Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors – Definition of
Accounting Estimates (effective 1 January 2023);
•
Amendments to IAS 12: Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (effective 1 January 2023);
Notes to Financial Statements
for the year ended 30 June 2024
46
Corcel Plc
Annual Report and Accounts 2024
•
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants (effective 1
January 2024);
•
Amendments to IAS 12 International Tax Reform: Pillar Two Model Rules (effective 1 January 2023);
•
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance
Arrangements (effective 1 January 2024); and
•
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rate: Lack of Exchangeability (effective 1
January 2025).
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.
Notes to Financial Statements
for the year ended 30 June 2024
47
Corcel Plc
Annual Report and Accounts 2024
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 held at cost. 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 is 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.
1.4.4
Taxation
Corporation tax payable is provided on taxable profits at the prevailing 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.
Notes to Financial Statements
for the year ended 30 June 2024
48
Corcel Plc
Annual Report and Accounts 2024
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 - 33% per annum; and
•
Leasehold improvements - 5% per annum.
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 22 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”), the Angolan Kwanza (‘’AOA’’) 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.
Notes to Financial Statements
for the year ended 30 June 2024
49
Corcel Plc
Annual Report and Accounts 2024
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
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 and warrants, granted to Directors and other parties, 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. 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.
Where issued for services, fair value of services is used for determining the value of options and if not determinable, a
valuation model such as the Black-Scholes model is used, 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.
Notes to Financial Statements
for the year ended 30 June 2024
50
Corcel Plc
Annual Report and Accounts 2024
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. 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 and warrants), fair value is measured
on the basis of an observable market price.
Share Incentive Plan
Where the shares are granted to the employees under Share Incentive Plan, the fair value of services provided is
determined indirectly by reference to the fair value of the free, partnership and matching shares, granted on the grant date.
Fair value of shares is measured on the basis of an observable market price, i.e. share price as at grant date and is
recognised as an expense in the Income Statement on the date of the grant. For the partnership shares, the charge is
calculated as the excess of the mid-market price on the date of grant over the employee’s contribution.
1.4.11
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.
Notes to Financial Statements
for the year ended 30 June 2024
51
Corcel Plc
Annual Report and Accounts 2024
The Group’s financial assets, measured at amortised cost, comprise trade and other receivables and cash and cash
equivalents in the Consolidated Statement of Financial Position. Cash and cash equivalents include cash in hand, deposits
held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for
the purpose of the statement of cash flows – bank overdrafts. Bank overdrafts are shown within loans and borrowings in
current liabilities on the Consolidated Statement of Financial Position.
Fair Value through Other Comprehensive Income (FVTOCI)
The Group held a number of strategic investments in listed and unlisted entities, which are not accounted for as
subsidiaries, associates or jointly controlled entities. For those investments, the Group has made an irrevocable election
to classify the investments at fair value through other comprehensive income rather than through profit or loss as the Group
considers this measurement to be the most representative of the business model for these assets. They are carried at fair
value with changes in fair value, recognised in other comprehensive income and accumulated in the fair value through
other comprehensive income reserve. Upon disposal any balance within fair value through other comprehensive income
reserve is reclassified directly to retained earnings and is not reclassified to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the
investment, in which case the full or partial amount of the dividend is recorded against the associated investments carrying
amount.
Purchases and sales of financial assets, measured at fair value through other comprehensive income, are recognised on
settlement date with any change in fair value between trade date and settlement date being recognised in the fair value
through other comprehensive income reserve.
Financial Liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was
acquired:
Other Financial Liabilities
Other financial liabilities include:
•
Borrowings, which are initially recognised at fair value net of any transaction costs, directly attributable to the
issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost, using the
effective interest rate method, which ensures that any interest expense over the period to repayment is at a
constant rate on the balance of the liability carried in the Consolidated Statement of Financial Position. For the
purposes of each financial liability, interest expense includes initial transaction costs and any premium payable
on redemption as well as any interest or coupon payable, while the liability is outstanding;
•
Liability components of convertible loan notes are measured as described further below; and
•
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost, using the effective interest method.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
•
In the principal market for the asset or liability; or
•
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured, using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and, for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities, for which fair value is measured or disclosed in the Financial Statements, are categorised within
the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Notes to Financial Statements
for the year ended 30 June 2024
52
Corcel Plc
Annual Report and Accounts 2024
•
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
•
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable; and
•
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the Financial Statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
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 and qualifying as a business acquisition under IFRS 3,
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. Any acquisitions undertaken of interests, not qualifying as a
business under IFRS 3, is treated as an asset acquisition and recognised at cost.
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 as
outlined above 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, exercise 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.
Notes to Financial Statements
for the year ended 30 June 2024
53
Corcel Plc
Annual Report and Accounts 2024
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.
On initial recognition, the carrying value of the lease liability also includes:
•
Amounts expected to be payable under any residual value guarantee;
•
The exercise price of any purchase option, granted in favour of the Group, if it is reasonably certain to assess that
option; and
•
Any penalties payable for terminating the lease if the term of the lease has been estimated on the basis of
termination option being exercised.
Lease liabilities are subsequently measured at the present value of the contractual payments due to the lessor over the
lease term.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received
and increased for:
•
Lease payments made at or before commencement of the lease;
•
Initial direct costs incurred; and
•
The amount of any provision recognised, where the Group is contractually required to dismantle, remove or
restore the leased asset.
1.4.20
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.
Recognition of Non Controlling Interest in APEX
In June 2023, the Company acquired a 90% interest in the equity of APEX in Angola, which holds the KON-11, KON-12
and KON-16 oil and gas licences. The commercial terms of at the acquisition are such that the remaining 10% shareholders
of APEX are carried through all exploration, appraisal and development costs of the projects, essentially to the point of first
oil. As a consequence of this arrangement, Corcel is responsible for meeting 100% of the funding requirements of APEX
over this period.
The commercial intentions, behind the above legal agreement, was to achieve an effective royalty arrangement, whereby
the carried interest of the 10% partners is realised through production revenues or, in this case net revenues post
production and corporate costs. However, it was determined that this commercial end goal be achieved via a carried
interest in equity rather than the granting of a royalty interest.
The Company therefore considers that, whilst the legal structure of the agreement is one of a 90/10 equity split, which
primarily facie would give rise to the recognition of NCI on consolidation of APEX, the commercial substance of the
arrangement more closely represents a profit royalty, arising out of net production revenues. Consequently, it has not
proposed to recognise NCI on consolidation of the entity into the Group accounts with the amount being immaterial.
Notes to Financial Statements
for the year ended 30 June 2024
54
Corcel Plc
Annual Report and Accounts 2024
Recoverability of Carrying Value of Joint Ventures and Exploration and Evaluation Assets
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 Company has assessed the viability of the Mambare nickel 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 following agreement
during the year of terms for the disposal of the investment. See below under heading “Assets Held for Sale – Oro Nickel”
for further details.
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. The Company, following discussions with the underlying tenement holders, Huntsman Exploration, have deemed
it necessary to impair the Canegrass Project in full as Huntsman intends to drop the tenements and Corcel currently does
not consider it possible to practically acquire them. See Note 21 for further details.
The Group holds E&E assets of £7.7 million at 30 June 2024. 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) (“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 5 million and Corcel’s 80% interest at AUD 4 million
(£3.29 million). During the year RGL notified the Company of a rationalisation of its portfolio of projects, resulting in its
decision to discontinue work on the Mt Weld project. The Company consequently retains its 80% interest in the project and
is current assessing its options to take the project forward in 2025.
Recoverability of Carrying Value of Investment In and Loan 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.
Determination of Fair Value of Share-Based Payments
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 without market based vesting conditions is determined using the Black-Scholes model and the estimates
used within this model are disclosed in Note 17. Where market conditions exist for the vesting of any options or warrants
granted, alternative approaches such as a probability weighted barrier model or Monte Carlo probability distribution model
is used.
Consideration Receivable on Disposal of Niugini Nickel
During the prior 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.
Management have assessed the recoverability of the receivable and no risks have been identified.
Notes to Financial Statements
for the year ended 30 June 2024
55
Corcel Plc
Annual Report and Accounts 2024
Recoverability of Assets Held for Sale – Oro Nickel
During the prior 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 consolidated Financial Statements
(with an impairment of £175,000 being recognised in the Company only Financial Statements as a result of the discounting
of the present value of the consideration). On 23 October 2023, the initial consideration proceeds of USD 1.6 million, in
the form of a loan for the divestment were received, following the execution of the transaction agreements. Management
have assessed the recoverability of the receivable and no risks have been identified.
The Company is assessing various spurious claims made by its Joint Venture partner as regards to the project, including
their purported rights to pre-empt the transaction under an earlier version of the sale of the project as originally announced
on 14 April 2023 and terminated in October 2023.
Currently, the Company is working with Australian legal counsel on determining the best manner in which to enforce its
rights to complete this transaction as announced on 16 October 2023. The completion of the sale of this asset requires
Joint Venture partner’s administrative actions and processing in order to effect the transfer of shares in the holding
company of the project.
Final determination of both the timing of any disposal and of the ultimate sale proceeds realised by the Company thus
remain yet to be definitively determined.
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
In 2023, the focus of the Group changed from the development of battery metals projects and flexible storage solutions to
oil and gas exploration and production. As a consequence, the nature of the operating segments for disclosure has
changed in the current year to include oil and gas activities and exclude flexible grid solutions, to reflect this operational tilt
toward the former and away from the latter.
As the Group’s main focus of operations becomes production of oil and 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 2024
Battery
Metals
£’000
Oil
and Gas
£’000
Corporate
and
unallocated
£’000
Total
£’000
Management services
-
-
42
42
Other income
-
1
1
2
Project expenses
(19)
(126)
-
(145)
Administrative expenses
(9)
(42)
(2,520)
(2,571)
Currency (loss)/gain
(9)
-
23
14
Impairment of Joint venture projects
(221)
-
-
(221)
Finance cost – net
90
-
(219)
(129)
Net loss before tax from continuing operations
(168)
(167)
(2,454)
(3,008)
Notes to Financial Statements
for the year ended 30 June 2024
56
Corcel Plc
Annual Report and Accounts 2024
Year to 30 June 2023
Battery
Metals
£’000
Flexible Grid
Solutions
(UK)
£’000
Corporate
and
unallocated
£’000
Total
£’000
Management services
-
-
8
8
Other income
-
-
17
17
Project expenses
(114)
-
-
(114)
Administrative expenses
(55)
(28)
(1,360)
(1,443)
Currency (loss)/gain
(7)
-
(5)
(12)
Share of profits in joint ventures
(76)
-
-
(76)
Gain on sale of tenements
475
-
-
475
Gain on sale of Joint venture projects and associates
384
-
-
384
Gain on sale of subsidiaries
41
246
-
287
Impairment of Joint venture projects
(337)
-
-
(337)
Finance cost – net
-
-
(451)
(451)
Net loss before tax from continuing operations
311
218
(1,791)
(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 2024
UK
£’000
Australia
£’000
Papua
New Guinea
£’000
Africa
£’000
Total
£’000
Revenue
42
-
-
-
42
Total segment revenue and other gains
42
-
-
-
42
Non-current assets
Property, plant and equipment
-
-
-
8
8
Exploration & evaluation assets
-
184
-
7,529
7,713
Receivable from sale of subsidiary
-
173
-
-
173
FVTOCI financial instruments
1
-
-
-
1
Total segment non-current assets
1
357
-
7,537
7,895
Year to 30 June 2023
UK
£’000
Australia
£’000
Papua
New Guinea
£’000
Africa
£’000
Total
£’000
Revenue
8
-
-
-
8
Total segment revenue and other gains
8
-
-
-
8
Non-current assets
Property, plant and equipment
1
-
-
-
1
Exploration & evaluation assets
-
392
-
1,622
2,014
Receivable from a joint venture
-
-
1,517
-
1,517
Receivable from sale of subsidiary
-
-
714
-
714
FVTOCI financial instruments
1
-
-
-
1
Total segment non-current assets
2
392
2,231
1,622
4,247
Notes to Financial Statements
for the year ended 30 June 2024
57
Corcel Plc
Annual Report and Accounts 2024
3. Loss on Ordinary Activities Before Taxation
Group
2024
£’000
2023
£’000
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
46
42
Directors’ emoluments (Note 8)
448
632
4. Administrative Expenses
Group
2024
£’000
Group
2023
£’000
Company
2024
£’000
Company
2023
£’000
Staff costs
Payroll
816
498
807
498
Pension
24
27
23
27
Share-based payments
227
63
227
63
Staff Welfare
3
3
3
3
Employers NI
79
86
79
86
Professional services
Accounting
109
106
106
87
Legal
25
65
25
54
Business development
105
12
105
12
Marketing & Investor relations
81
32
81
32
Funding costs
347
94
347
94
Other
113
83
113
44
Regulatory compliance
145
125
145
125
Travel
283
60
283
60
Office and Admin
General
90
43
84
35
IT costs
8
8
9
8
Rent
33
29
32
29
Insurance
84
108
84
106
Total administrative expenses
2,572
1,442
2,553
1,363
5. Finance Costs, Net
Group
2024
£’000
2023
£’000
Interest expense
(7)
(123)
Share based payments – investors
(122)
(328)
(129)
(451)
Notes to Financial Statements
for the year ended 30 June 2024
58
Corcel Plc
Annual Report and Accounts 2024
6. Taxation
2024
£’000
2023
£’000
Current period transaction of the Group
Corporation tax at blended rate of 20.00% (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
(3,008)
(1,262)
Loss on ordinary activities at the average blended rate of 20% (2022: 19.00%)
(602)
(240)
Effect of non-deductible expense
120
75
Effect of tax benefit of losses carried forward
482
164
Tax losses brought forward
-
-
Current tax (credit)
-
-
Deferred tax amounting to £nil (2023: £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 and capital losses are estimated at circa £4,309 thousand (2023: £3,827).
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 the 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:
2024
£’000
2023
£’000
Wages and salaries
807
534
Pension
24
27
Social security costs, net of allowances
80
87
Medical costs
3
3
Employee share-based payment charge
227
63
Total staff costs
1,141
714
The average number of Group employees (including Directors) during the year was:
2024
Number
2023
Number
Directors
4
3
Executives
2
2
Administration
2
1
8
6
Notes to Financial Statements
for the year ended 30 June 2024
59
Corcel Plc
Annual Report and Accounts 2024
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
2024
Directors’
fees
£’000
Bonus
£’000
Share
Incentive Plan
£’000
Pension
contributions
£’000
Short term
benefits
£’000
Total
£’000
Executive Directors
J Parsons*
191
-
-
10
-
201
G Geraldo
31
-
-
3
-
34
S Gilbert
22
-
-
-
-
22
A Karam
80
-
-
-
-
80
Non-executive Directors
E Ainsworth
29
-
-
-
-
29
A Fairclough
21
-
-
-
-
21
Y Zhao
40
-
-
-
-
40
P Kabra
21
-
-
-
-
21
435
-
-
13
-
448
2023
Directors’
fees
£’000
Bonus
£’000
Share
Incentive Plan
£’000
Pension
contributions
£’000
Short term
benefits
£’000
Total
£’000
Executive Directors
J Parsons*
253
30
-
19
-
302
S Kaintz
182
35
2
17
-
236
A Karam
4
-
-
-
-
4
Non-executive Directors
E Ainsworth
42
-
-
-
-
42
H Bellingham
37
10
-
-
-
47
Y Zhao
2
-
-
-
-
2
520
75
2
36
-
633
* 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 (2023: nil).
During the year, the Company contributed to a Share Incentive Plan, more fully described in the Directors’ Report on page
23, where shares were issued to employees, making a total of 3,556,362 (2023: 3,506,490) partnership and matching
shares. Those shares were issued in relation to services provided by those employees during the reporting year.
The Company also operates a contributory pension scheme, more fully described in the Directors’ Report in the section
Directors’ Remuneration on page 24.
188,943,480 options were granted to Directors in the current year. No options were granted in the prior year.
Notes to Financial Statements
for the year ended 30 June 2024
60
Corcel Plc
Annual Report and Accounts 2024
2024
Number of Options
Exercise price (pence)
Grant date
Expiry date
Executive Directors
A Karam
125,962,320
0.1p
11 January 2024
12 January 2029
G Geraldo
31,490,580
0.1p
11 January 2024
12 January 2029
Non-executive Directors
P Kabra
31,490,580
0.1p
11 January 2024
12 January 2029
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.
2024
2023
Loss attributable to equity holders of the Parent
Company, £’000
(3,035)
(1,262)
Weighted average number of ordinary shares of £0.0001
in issue, used for basic EPS
1,711,966,625
714,863,518
Earnings per share – basic, pence
(0.2)
(0.2)
Earnings per share – fully diluted, pence
(0.2)
(0.2)
At 30 June 2024 and at 30 June 2023, 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:
2024
2023
(a) Share options granted to employees – total, of them
333,720,567
26,687,412
• Vested at the end of reporting period
6,081,134
-
• Not vested at the end of the reporting period
327,639,433
26,687,412
(b) Number of warrants in issue
461,552,900
511,942,464
Total number of contingently issuable shares that could potentially
dilute basic earnings per share in future and anti-dilutive potential
ordinary shares that were not included into the fully diluted EPS
calculation
795,273,467
538,629,876
There were no ordinary share transactions after 30 June 2024, that that could have changed the EPS calculations
significantly if those transactions had occurred before the end of the reporting period.
Notes to Financial Statements
for the year ended 30 June 2024
61
Corcel Plc
Annual Report and Accounts 2024
10. Investments in Subsidiaries and Goodwill
Company
Investments in
subsidiaries
2024
£
Investments in
subsidiaries
2023
£
Goodwill
2024
£’000
Goodwill
2023
£’000
Cost
At 1 July
1,980
1,014
-
131
Additions (Note 23)
-
966
-
-
At 30 June 2024 and 30 June 2023
1,980
1,980
-
131
Impairment
At 30 June 2024 and 30 June 2023
-
-
-
(131)
Net book amount at 30 June 2024
1,980
1,980
-
-
Net book amount at 30 June 2023
1,980
1,980
-
-
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)
UK
Ordinary
100%
Holding company
Flexible Grid One Limited (former Allied
Energy Services Ltd (indirectly owned
through ESTEQ Limited))I
UK
Ordinary
100%
Dormant
Atlas Petroleum Exploration Worldwide
Limited
BVI
Ordinary
90%
Oil and gas exploration
Atlas Petroleum Exploration Worldwide
– Sucursal Em Angola
AO
Ordinary
100%
Oil and gas exploration
Corcel Australasia Pty Limited 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 Simmonds Building, Wickam’s Cay 1, P.O Box 961,
Road Town, Tortola, BVI.
Atlas Petroleum Exploration Worldwide, - Sucursal Em Angola with registered office at Escritório 72, 7 Andar Edifício
Galáxia, Rua Amílcar Cabral, Município das Ingombotas, Luanda, Angola
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 prior year gave rise to a gain of £41,000.
Notes to Financial Statements
for the year ended 30 June 2024
62
Corcel Plc
Annual Report and Accounts 2024
11. Investments in Associates and Joint Ventures
Group
Company
Carrying balance
£’000
£’000
At 1 July 2022
1,988
2,112
Additions
-
-
Share of loss in joint venture
(76)
-
Impairment of investment in associate
(337)
(337)
Transfer to assets held for sale (Note 24)*
(1,575)
(1,775)
Net book amount at 30 June 2023 and 30 June 2024
-
-
*During the prior year the Group undertook the decision to dispose of its JV interests in Oro Nickel. Consequently it has
been reclassified as assets held for sale in the prior year and remains held as assets held for sale at the end of the current
year, pending finalisation of the disposal process. See Note 24 for further details.
At 30 June 2024, the Parent Company of the Group had a significant influence by virtue other than a shareholding of over
20% or had joint control through a joint venture contractual arrangement in the following companies:
Company Name
Country of
registration
Class
Proportion
held by
Group at 30
June 2023
Proportion
held by
Group at 30
June 2022
Status at
30 June 2023
Accounting
year end
Direct
Oro Nickel Ltd (Held indirectly through
Oro Nickel Vanuatu) (Joint Venture)
Papua New
Guinea
Ordinary
41%
41%
Active
30 June 2024
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.
Summarised financial information for the Company’s associates and joint ventures, where available, is given below for the
year as at 30 June 2024:
Company
Revenue
£’000
Loss
£’000
Assets
£’000
Liabilities
£’000
Net Assets
£’000
Oro Nickel Ltd
-
(184)
4,683
(4,219)
464
Oro Nickel DVY196
Total Group
Carrying balance
£’000
£’000
£’000
At 30 June 2023 and 2024
-
-
-
12. Financial Instruments with Fair Value through Other Comprehensive Income
(FVTOCI)
30 June 2024
Group
£’000
30 June 2023
Group
£’000
30 June 2024
Company
£’000
30 June 2023
Company
£’000
FVTOCI financial instruments at the beginning of
the period
1
1
1
1
Transferred from Available-for-sale category
-
-
-
-
Additions
-
-
-
-
Disposals
-
-
-
-
Revaluations and impairment
-
-
-
-
FVTOCI financial assets at the end of the period
1
1
1
1
Notes to Financial Statements
for the year ended 30 June 2024
63
Corcel Plc
Annual Report and Accounts 2024
Market Value of Investments
The market value as at 30 June 2024 of the investments’, available for sale listed and unlisted investments, was as follows:
30 June
2024
Group
£’000
30 June 2023
Group
£’000
30 June 2024
Company
£’000
30 June 2023
Company
£’000
Quoted on other foreign stock exchanges
1
1
1
1
At 30 June
1
1
1
1
13. Trade and Other Receivables
Group
Company
2024
£
2023
£
2024
£
2023
£
Non-current
Amounts owed by Group undertakings
-
-
3,882
286
Purchased debt
-
-
-
-
Amounts owed by related parties
– due from associates and joint ventures
-
1,517
-
1,517
– due from sale of subsidiary
173
714
-
-
Total non-current
173
2,231
3,882
1,803
Current
Sundry debtors
203
371
187
64
Prepaid directors fees – J Parsons
-
79
-
79
Prepayments
78
168
78
174
Debt from issue of shares
-
136
-
136
Amounts owed by related parties
– due from sale of subsidiary
636
-
-
-
Total current
917
754
265
453
14. Trade and Other Payables
Group
Company
2024
£
2023
£
2024
£
2023
£
Trade and other payables
4,786
177
1,808
213
Accruals
54
538
54
252
Trade and other payables
4,840
715
1,862
465
Loans from subsidiaries
-
-
322
-
Borrowings (note 20)
1,330
602
1,330
602
Total
6,170
1,317
3,514
1,067
Notes to Financial Statements
for the year ended 30 June 2024
64
Corcel Plc
Annual Report and Accounts 2024
The increase in trade and other payables in the year arise from the undertaking of drilling activity on the KON-11 and KON-
12 licences in Angola. Consolidated trade payables includes all costs, incurred but not settled, in support of this activity,
whereas Company only trade and other payables includes only those costs, which have been recognised by the Parent
Company on behalf of the subsidiary Atlas Petroleum.
Borrowings in the year take the form of a loan from Integrated Battery Metals (IBM). The loan is interest free and repayable
out of the proceeds from completion of the proposed sale of the Mambare JV to IBM or in cash by 14 October 2025 (being
the earlier of the two events).
Short Term Borrowings Maturity
2024
£’000
2023
£’000
14 October 2025 (see above re IBM loan)
1,265
-
31 January 2025
65
-
30 September 2024
-
547
Due by 31 January 2024
-
55
Total long-term borrowings
1,330
602
YA PN II – Riverfort
In the current year, £390,749 of the principle was repaid by the Company in cash and £200,000 of the principal was
converted into ordinary shares of the Company, fully retiring all outstanding obligations.
CLN – Extraction SRL
During the year, Extraction SRL provided funding of £1,000,000, which included interest of £47,836 in the year all of which
was repaid via converted shares in the Company.
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.
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.
Notes to Financial Statements
for the year ended 30 June 2024
65
Corcel Plc
Annual Report and Accounts 2024
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
2024
£’000
2023
£’000
2,458,300,515 ordinary shares of £0.0001 each (2023: 1,344,381,984)
246
135
1,788,918,926 deferred shares of £0.0009 each
1,610
1,610
2,497,434,980 A deferred shares of £0.000095 each
237
237
8,687,335,200 B Deferred shares of £0.000099 each
860
860
As at 30 June
2,953
2,842
Movement in ordinary shares
Number
Nominal, £
Share Premium, £
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)
84,000,000
8,400
302,234
Issued on 22 August 2022 at £0.004 (cash placing)
5,330,000
533
20,787
Issued on 31 October 2022 at £0.004 per share (cash placing)
50,000,000
5,000
195,000
Issued on 23 December 2022 at £0.004 per share (non-cash acquisition of asset)
50,000,000
5,000
195,000
Issued on 4 January 2023 at £0.004 per share (cash placing)
116,500,000
11,650
454,350
Issued on 5 January 2023 at £0.004 per share (non-cash creditor settlement)
5,000,000
500
19,500
Issued on 5 January 2023 at £0.00210003 per share (non-cash creditor settlement))
37,028,094
3,703
74,057
Issued on 3 February 2023 at £0.0026 per share (non- cash salary settlement)
16,910,618
1,691
42,277
Issued on 20 April 2023 at £0.0035 per share (cash placing)
85,714,185
8,572
291,429
Issued on 9 May 2023 at £0.004 per share (non-cash acquisition of asset)
50,000,000
5,000
195,000
Issued on 5 June 2023 at £0.00385 per share (non- cash SIP)
1,870,128
187
7,013
Issued on 5 June 2023 at £0.0033 per share (non- cash SIP)
1,636,362
164
5,236
Issued on 6 June 2023 at £0.004 per share (non-cash acquisition of asset)
28,240,839
2,824
110,139
Issued on 6 June at £0.0033 per share (non-cash acquisition of asset)
200,000,000
20,000
640,000
Issued on 6 June at £0.004 per share (non-cash acquisition of asset)
70,685,250
7069
275,672
Issued on 9 June 2023 at £0.0035 per share (cash placing)
85,714,285
8,571
291,429
Issued on 20 June 2023 at £0.004 per share (non- cash salary settlement)
14,873,828
1,487
58,008
As at 30 June 2023 – ordinary shares of £0.0100 each
1,344,381,885
134,440
28,138,315
Issued on 6 July 2023 at £0.0035 per share (cash placing)
130,147,004
13,015
442,500
Issued on 18 September 2023 at £0.004 per share (non-cash creditor settlement)
25,000,000
2,500
97,500
Issued on 27 September 2023 at £0.004 per share (non-cash creditor settlement)
25,000,000
2,500
97,500
Issued on 27 September 2023 at £0.0021 per share (cash placing)
75,000,000
7,500
150,000
Issued on 28 December 2023 at £0.0021 per share (cash placing)
39,285,714
3,928
78,571
Issued on 1 January 2024 at £0.008 per share (non-cash creditor settlement)
32,061,643
3,206
253,287
Issued on 8 January 2024 at £0.0035 per share (cash placing)
5,000,000
500
17,000
Issued on 29 February 2024 at £0.008 per share (non- cash creditor settlement)
98,917,808
9,892
781,451
Issued on 5 March 2024 at £0.0021 per share (cash placing)
100,000,000
10,000
200,000
Issued on 8 April 2024 at £0.005 per share (cash placing)
79,950,000
7,995
391,755
Issued on 24 May 2024 at £0.00375 per share (non- cash SIP)
1,920,000
192
7,008
Issued on 24 May 2024 at £0.0033 per share (non- cash SIP)
1,636,362
164
5,236
Issued on 14 June 2024 at £0.001 per share (cash placing)
350,000,000
35,000
315,000
Issued on 14 June 2024 at £0.001 per share (cash placing)
150,000,000
15,000
135,000
As at 30 June 2024 – ordinary shares of £0.0100 each
2,458,300,416
245,832
31,110,123
Notes to Financial Statements
for the year ended 30 June 2024
66
Corcel Plc
Annual Report and Accounts 2024
The Company’s share capital consists of three classes of shares, being:
•
Ordinary shares with a nominal value of £0.0001, which are the Company’s listed securities;
•
Deferred shares with a nominal value of £0.0009;
•
A Deferred shares with a nominal value of £0.000095; and
•
B Deferred share with a nominal value of £0.000099.
Subject to the provisions of the Companies Act 2006, the deferred shares may be cancelled by the Company, or bought
back for £1 and then cancelled. These deferred shares are not quoted and carry no rights whatsoever.
Warrants
At 30 June 2024, the Company had 461,552,900 warrants in issue (2023: 511,942,464) with exercise prices ranging
£0.004-£0.25 (2023: £0.004-£0.25). The weighted average remaining life of the warrants at 30 June 2024 was 437 days
(2023: 482 days).
Details related to valuation of all warrants are disclosed below.
Group and Company
2024
number of
warrants
2023
number of
warrants
Outstanding at the beginning of the period
511,942,464
171,999,329
Granted during the period
291,052,900
444,582,214
Exercised during the period
(219,285,714)
-
Lapsed during the period
(122,156,750)
(104,639,079)
Outstanding at the end of the period
461,552,900
511,942,464
At 30 June 2024, the Company had the following warrants to subscribe for shares in issue:
The aggregate fair value recognised in warrants reserve in relation to the share warrants, granted during the reporting
period was £122,294 (2022: £327,660) 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:
Grant date
Expiry date
Warrant
exercise price
Number of
post consolidation
warrants
17 July 2019
1 July 2024
£0.25
200,000
14 Dec 2021
13 December 2024
£0.015
3,800,000
17 Oct 2022
16 Oct 2025
£0.004
50,000,000
20 Dec 2022
20 Dec 2025
£0.004
116,500,000
1 Jan 2024
25 April 2025
£0.008
211,102,900
8 April 2024
8 April 2026
£0.010
39,975,000
9 April 2024
9 April 2026
£0.010
39,975,000
Total warrants in issue at 30 June 2024
461,552,900
Notes to Financial Statements
for the year ended 30 June 2024
67
Corcel Plc
Annual Report and Accounts 2024
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 Company over the same backward looking period as the expected exercise period of the
option or warrant on the date of grant.
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 2024, 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
Options issued 28
February 2022
exercisable at
£0.017 per share,
expiring on 27
February 2027
Options issued 11
January 2024
exercisable at
£0.001 per share,
expiring on 12
January 2029
Total
Number
S Gilbert
-
-
-
31,490,580
31,490,580
G Geraldo
-
-
-
31,490,580
31,490,580
P Kabra
-
-
-
31,490,580
31,490,580
A Karam
-
-
-
125,962,320
125,962,320
E Ainsworth
-
-
2,805,942
-
2,805,942
Employees
3,040,567
3,040,567
17,800,336
86,599,095
110,480,565
Total
3,040,567
3,040,567
20,606,278
307,033,155
333,720,567
Grant date
Expiry
date
Number of
warrants
Warra
nt life,
years
Warrant
exercis
e price,
£
Share
price at
the
grant
date, (p)
UK risk-
free rate
at the
date of
grant, %
Volatility,
%
FV of 1
warrant,
£
FV of all
warrants,
£
1 Jan 24
25 April 25
211,102,900
2
0.008
0.335
3.7510
58.79
0.0004
74,968
8 April 24
8 April 25
39,975,000
2
0.010
0.425
4.2260
64.55
0.0006
23,789
9 April 24
9 April 25
39,975,000
2
0.010
0.425
4.1920
64.29
0.0006
23,537
Total at 30
June 2024
291,052,900
122,294
Notes to Financial Statements
for the year ended 30 June 2024
68
Corcel Plc
Annual Report and Accounts 2024
2024
2023
Company and Group
Number of
options
Number
Weighted
average
exercise
price
£
Number of
options
Number
Weighted
average
exercise
price
Pence
Outstanding at the beginning of the period
26,687,412
0.0195
26,783,412
0.022
Granted during the year
307,033,155
0.0001
-
-
Lapsed during the period
-
-
(96,000)
0.008
Outstanding at the end of the period
333,720,567
0.0017
26,687,412
0.0195
The exercise price of options outstanding at 30 June 2024 and 30 June 2023, ranged between £0.0001 and £0.80. Their
weighted average contractual life was 4.35 years (2023: 4.176 years).
As the vesting conditions for the options granted in the year were based on market conditions, the Monte-Carlo valuation
model has been used to determine the vesting period and probability of the vesting conditions to provide a fair value based
off the results calculated by the model. The probabilities are 53%, 27% and 15% for T1, T2 and T3 respectfully and the
vesting periods are 1.72 years, 3.3 years and 4.45 years for T1, T2 and T3 respectfully.
Of the total number of options outstanding at 30 June 2024, 6,081,134 (2023: nil) had vested and were exercisable. The
weighted average share price (at the date of exercise) of options, exercised during the year, was nil (2023: nil) as no
options were exercised during the reporting year (2023: 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 £217,000 (2023: £52,167).
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 3,556,362 free, matching and partnership shares were awarded (2023: 3,506,490),
resulting in a share-based payment charge of £10,800 (2023: £10,800), included into administrative expenses line in the
Consolidated Income Statement.
18. Cash and Cash Equivalents
Group
30 June
2024
£’000
30 June
2023
£’000
Cash in hand and at bank
268
257
Company
30 June
2024
£’000
30 June
2023
£’000
Cash in hand and at bank
89
256
Notes to Financial Statements
for the year ended 30 June 2024
69
Corcel Plc
Annual Report and Accounts 2024
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:
Group
30 June
2024
£’000
2023
£’000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares (Note 12)
1
1
Total financial assets carried at fair value, valued at observable market price
1
1
Cash and cash equivalents
268
257
Loans and receivables
Receivable from JVs
-
1,517
Receivable from sale of subsidiary
809
714
Other receivables
281
754
Total financial assets held at amortised cost
1,090
2,985
Total financial assets
1,358
3,243
Total current
1,185
1,011
Total non-current
173
2,232
Notes to Financial Statements
for the year ended 30 June 2024
70
Corcel Plc
Annual Report and Accounts 2024
Company
30 June
2024
£’000
2023
£’000
Financial assets
Fair value through other comprehensive income financial assets
Quoted equity shares
1
1
Total FVTOCI financial assets
1
1
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
89
256
Loans and receivables
Receivable from JVs
-
1,517
Receivable from subsidiaries
3,882
287
Other receivables
265
453
Total financial assets held at amortised cost
4,147
2,257
Total financial assets
4,236
2,514
Total current
354
709
Total non-current
3,882
1,805
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
2024
£’000
2023
£’000
Financial liabilities at amortised cost
Loans and borrowings
Trade and other payables
4,840
715
Borrowings
1,330
602
Total financial liabilities
6,170
1,317
Company
30 June
2024
£’000
2023
£’000
Financial liabilities at amortised cost
Loans and borrowings
Trade and other payables
2,184
715
Borrowings
1,330
602
Total financial liabilities
3,514
1,317
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 the principal owing and accrued
interest as at the reporting date. The loans are due in January 2025 and October 2025 and impact of discounting the
present value of future cashflows is immaterial and, therefore, not included into the valuation. See Note 14 for further detail.
Notes to Financial Statements
for the year ended 30 June 2024
71
Corcel Plc
Annual Report and Accounts 2024
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
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
30 June 2024
Financial assets at fair value through other comprehensive
income
– Quoted equity shares
1
-
-
1
Financial assets at fair value through profit and loss
-
-
-
-
Group and Company
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
30 June 2023
Financial assets at fair value through other comprehensive
income
– Quoted equity shares
1
-
-
1
Financial assets at fair value through profit and loss
-
-
-
-
19.3
Financial Risk Management Policies
The Directors monitor the Group’s financial risk management policies and exposures, and approve financial transactions.
The Directors’ overall risk management strategy seeks to assist the consolidated Group in meeting its financial targets,
while minimising potential adverse effects on financial performance. Its functions include the review of credit risk policies
and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk and market risk, consisting of
interest rate risk, liquidity risk, equity price risk and foreign exchange risk.
Credit Risk
Exposure to credit risk, relating to financial assets, arises from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group.
Notes to Financial Statements
for the year ended 30 June 2024
72
Corcel Plc
Annual Report and Accounts 2024
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;
•
Obtaining funding from a variety of sources; and
•
Maintaining a reputable credit profile.
The Directors are confident that adequate resources exist to finance operations and that controls over expenditures are
carefully managed. All financial liabilities are due to be settled within the next twelve months.
Market Risk
Interest Rate Risk
The Company is not exposed to any material interest rate risk because interest rates on loans are fixed in advance.
Equity Price Risk
Price risk relates to the risk that the fair value, or future cash flows of a financial instrument, will fluctuate because of
changes in market prices, largely due to demand and supply factors for commodities, but also include political, economic,
social, technical, environmental and regulatory factors.
Foreign Exchange Risk
The Group’s transactions are carried out in a variety of currencies, including Australian Dollars, United Stated Dollars,
Papua New Guinea Kina and United Kingdom Pounds 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 2024
GBP
£’000
AUD
£’000
USD
£’000
CAD
£’000
AOA
£’000
Total
£’000
Cash and cash equivalents
89
1
-
-
178
268
Amortised cost financial assets - Other receivables
265
-
636
-
16
917
FVTOCI financial assets
-
-
-
1
-
1
Amortised costs financial assets - Non-current receivables
-
-
173
-
-
173
Trade and other payables, excluding accruals
407
-
4,379
-
-
4,786
Short-term borrowings
-
-
1,330
-
-
1,330
Notes to Financial Statements
for the year ended 30 June 2024
73
Corcel Plc
Annual Report and Accounts 2024
Group
30 June 2023
GBP
£’000
AUD
£’000
USD
£’000
CAD
£’000
Total
£’000
Cash and cash equivalents
257
-
-
-
257
Amortised cost financial assets - Other receivables
452
302
-
-
754
FVTOCI financial assets
-
-
-
1
1
Amortised costs financial assets - Non-current receivables
2,231
-
-
-
2,231
Trade and other payables, excluding accruals
177
-
-
-
177
Short-term borrowings
602
-
-
-
602
Company
30 June 2024
GBP
£’000
AUD
£’000
USD
£’000
CAD
£’000
Total
£’000
Cash and cash equivalents
89
-
-
-
89
Amortised cost financial assets - Other receivables
265
-
-
-
265
FVTOCI financial assets
-
-
-
1
1
Trade and other payables, excluding accruals
443
-
1,365
-
1,808
Loans from subsidiaries
322
-
-
-
322
Short-term borrowings
-
-
1,330
-
1,330
Company
30 June 2023
GBP
£’000
AUD
£’000
USD
£’000
CAD
£’000
Total
£’000
Cash and cash equivalents
256
-
-
-
256
Amortised cost financial assets - Other receivables
453
-
-
-
453
FVTOCI financial assets
-
-
-
1
1
Amortised costs financial assets - Non-current receivables
1,517
-
-
-
1,517
Trade and other payables, excluding accruals
465
-
-
-
465
Short-term borrowings
602
-
-
-
602
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:
30
June
2023
£’000
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
30
June
2024
£’000
IBM loan
-
1,257
-
-
8
-
-
- 1,265
CLN Extraction SRL
-
1,000
-
(1,048)
-
48
-
-
-
C4 / Riverfort Capital
and YA II PN Ltd loan
547
-
-
(200)
-
44
(391)
-
-
Premium Credit Finance
55
87
-
-
-
3
(80)
-
65
Total
602
2,344
-
(1,248)
8
95
(471)
- 1,330
Notes to Financial Statements
for the year ended 30 June 2024
74
Corcel Plc
Annual Report and Accounts 2024
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 (share-based payments in the form of options and warrants), in the amount of £10,800
(2023: £10,800), disclosed in Notes 16 and 17;
•
Prepayment of £79,000 of salary to James Parsons through the issuance of ordinary shares of the same value in
the prior year, which have been expensed in the current year within Administrative expenses;
•
Share settled transactions to settle loan balances £1,247,836 (2022: £97,760); and
•
Extraction SRL converted £1,047,836 at a price of £0.008 for 130,979,451 Ordinary shares. A related party
transaction as a result of having a common director.
21. Exploration & Evaluation Assets and Mineral Tenements
Movements in exploration & evaluation assets and mineral tenements in the year were as follows:
Group
30 June 2024
Wowo Gap
GBP
£’000
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
APEX
GBP
£’000
Total
£’000
B/f
-
172
220
1,622
2,014
Impairment of mineral rights assets
-
-
(220)
-
(220)
Additions in the year
-
12
-
5,907
5,919
c/f
-
184
-
7,529
7,713
Group
30 June 2023
Wowo Gap
GBP
£’000
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
APEX
GBP
£’000
Total
£’000
B/f
1,026
-
-
-
1,026
Acquisitions of new licences/tenements
-
215
220
-
435
Disposal of derecognition of subsidiaries
(1,026)
-
-
-
(1,026)
Acquired on business combination
-
-
-
966
966
Additions in the year
-
-
-
656
656
Partial disposal on farmout of tenements
-
(43)
-
-
(43)
c/f
-
172
220
1,622
2,014
Company
30 June 2024
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
Total
£’000
B/f
172
220
392
Impairment of mineral rights assets
-
(220)
(220)
Additions in the year
12
-
12
c/f
184
-
184
Notes to Financial Statements
for the year ended 30 June 2024
75
Corcel Plc
Annual Report and Accounts 2024
Company
30 June 2023
Mt Weld
GBP
£’000
Canegrass
GBP
£’000
Total
£’000
B/f
-
-
-
Acquisitions of new licences/tenements
215
220
435
Partial disposal on farmout of tenements
(43)
-
(43)
c/f
172
220
392
The total value of mineral tenements at the year-end for the Group and Company was £184,000 (2023: £392,000) and the
total value of Exploration and evaluation assets at the year end for the Group was £7,529,000 (2023: £2,014,000) and for
the Company was £nil (2023: £nil).
22. 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. The Group then notified its partner in the
joint venture of the receipt of a bonafide offer for its interest, which started a 45-day period in which the partner was able
to legally pre-empt the transaction. This pre-emption period subsequently expired with no notification of pre-emption from
the joint venture partner. The Company further requested and received shareholder approval for the sale in December of
2023 at a General Meeting of the Company.
Following the pre-emption period, the Company has taken legal advice and has been advised to attempt to complete the
sale of its interest to Integrated Battery Metals, a process, which requires multiple inputs and actions from the joint venture
partner, which to date have not been forthcoming. The Company is currently exploring its options as to how best to
complete the transaction as previously announced.
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 £1,459,000 (2023: £1,575,000) was reclassified as held for sale in the prior year. In the prior year, the
loan receivable from the JV of £1,516,000 was considered recoverable separately from the proposed sale of the JV equity
interest and so was retained as a loan receivable in the prior year Financial Statements. In October 2023, a revised
proposal for the sale of the JV interest was agreed with the purchaser, giving rise to the assessment that the loan receivable
from the JV would now be recovered via the sale of the JV equity interests to the purchaser under these new deal terms.
As a consequence, the loan receivable from the JV of £1,516,000 (2023: £1,516,000) has also been reclassified in the
current year as forming part of the asset held for sale, giving rise to a total carrying value of assets held for sale of
£2,975,000 (2023: £1,575,000). The same reclassification of the investment in JV in the prior year and loans to the JV in
the current year has been undertaken in the Company only Financial Statements, with the year-end carrying value of
assets held for sale consequently being £3,000,000 (2023: £1,775,000).
In the Company only Financial Statements, an impairment of £175,000 has been recognised in regard to the carrying value
of the asset held for sale in the to align the carrying value to the present value of the expected transaction proceeds. The
total carrying value of the asset held for sale in the Company only Financial Statements is £2,999,846 (2023: £1,775,000)
The Group’s loss for the year for discontinued operations is £26,746 (2023: £nil) and the Company’s loss for the year for
discontinued operations is £201,530 (2023: £nil).
Cashflows, arising from discontinued operations in the year, amount to £16,000 of legal fees paid in support of the
transaction settlement process (2023: £nil).
23. Significant Agreements and Transactions
Financing
•
On 11 October 2023, the Company entered into a subscription agreement with Extraction SRL for up to
£10,000,000 Convertible Bonds, resulting in the initial drawdown of £1,000,000 in convertible loan notes on the
agreement date. Subsequent to this, in the year, the full amount plus interest was converted at a price of £0.008
per share for a total of 130,979,451 Ordinary shares. On 15 April 2024, the Company announced the termination
of the remaining facility, with all amounts having been fully settled via conversions in the year.
Notes to Financial Statements
for the year ended 30 June 2024
76
Corcel Plc
Annual Report and Accounts 2024
•
On 19 September 2023, the Company announced the conversion of £100,000 of outstanding convertible loan
notes into 25 million ordinary shares.
•
On 15 April 2024 the Company announced the placing of 259.95 million new ordinary shares at £0.005 per share
to raise approx. £1.3 million in gross funding proceeds. Settlement of the placing took place in two tranches, with
Tranche 1 (£800,000) taking place on 13 May 2024 and Tranche 2 (£500,000) taking place following the Company
AGM. On 17 June 2024, the Company announced that the Tranche 2 fundraising would be re-placed to alternative
investors at a price of £0.001 per share, raising £500,000 in gross funds via the allotment of 500 million new
ordinary shares.
Battery Metals Joint Venture
•
On 16 October 2023, the Company announced it had received a revised offer from Integrated Battery Metals
(“IBM”) for the purchase of Corcel’s 41% interest in the Mambare Nickel project, held via its interest in Oro Nickel
Limited, the Joint Venture vehicle. The key terms of the revised offer were:
o
USD 1.6 million in cash payable on completion of the sale of Corcel’s 41% interest in the JV vehicle;
o
USD 1.4 million in cash or fully paid ordinary shares in IBM (at the election of Corcel), payable on
completion of the sale of Corcel’s 41% interest in the JV vehicle;
o
USD 1.0 million in cash or fully paid ordinary shares in IBM (at the election of Corcel), payable 24 months
after completion of the sale of Corcel’s 41% interest in the JV vehicle;
o
USD 148,000 payable immediately to Corcel for the sale of its gross smelter royalty interest in the
Mambare project (held as a separate interest to the Company’s 41% equity interest in the project).
•
As part of the terms of the above disposal, IBM further agreed to provide the Company with a USD 1.6 million
loan (interest free), to be settled on completion of the above transaction, following the waiving of the pre-emption
rights, held by Corcel’s JV partner Battery Metals Australia (“BMA”). In the event that BMA elected to exercise its
pre-emption rights, then the loan is to be settled on completion of the sale of the Company’s interests in the JV to
BMA.
•
Completion of the above disposal agreement with IBM remains pending completion of discussions regarding
BMA’s pre-emption rights under the JV agreement.
Mt. Weld Rare Earth Element Project
•
On 4 January 2023, the Company announced that had agreed a farm-out with Riversgold Ltd (ASX:RGL), covering
its 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 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.
•
On 28 March 2024, the Company announced that Riversgold, following a review of its project portfolio to determine
strategic fit with its corporate objectives, had elected to withdraw from the earn-in agreement, with Corcel’s interest
in the project reverting to 80% following this election. The Company has determined that the strategic nature of
the decision to withdraw from the project, which involved a focusing of the Riversgold business on lithium assets,
does not give rise to an indication of impairment of the asset. The Company is assessing its options for further
development of the project.
Canegrass Lithium Project
•
On 18 March 2024, the Company announced the results of initial exploration/evaluation work on its 100% owned
Canegrass project, noting the presence of Lithium, Vanadium and Nickel bearing structures. Following
discussions with Huntsman Exploration, the Company has been informed that Huntsman intends to drop the
underlying tenements, and that it is currently not economically sensible for Corcel to acquire them. As such, the
project has been fully impaired as at 30 June 2024.
Notes to Financial Statements
for the year ended 30 June 2024
77
Corcel Plc
Annual Report and Accounts 2024
APEX Angola
•
During the year, Drilling activity was undertaken by Sonangol, the Angolan state oil company and operator of the
KON-11 block in which the Company holds a 20% interest. The Company paid approx. USD 1.6 million in cash
calls to Sonangol over the period (and a payment plan for the balance of 2024 and all of 2025 agreed budgets for
both KON-11 and KON-12 was agreed with Sonangol in October 2024). The results of the drilling activity were
inconclusive, following substantial drilling challenges, with Sonangol noting its intention to fully analyse the data,
extracted from the wells, and determine the optimal means for continued development of the wells and the block
as a whole. The Company has determined that the challenges, encountered in these wells were of an
engineering/execution nature and so do not reflect the underlying prospectivity of the assets and, as such, do not
give rise to an indication of impairment of these prospects.
24. Commitments
As at 30 June 2024, 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 and did not give rise to
a legal or constructive obligation as at the date of report.
•
On 1 March 2024, the Company extended its existing lease at We Work, Aldwych House, through to 31 March
2025. Total lease rentals, payable to March 2025, are £21,467.
25. Related Party Transactions
•
Related party receivables and payables, between Group companies, are disclosed in Notes 13 and 14,
respectively.
•
The key management personnel are the Directors and their remuneration is disclosed within Note 8.
•
During the year, the following Directors participated in Funding activity, undertaken by the Company:
o
Extraction Srl, in which Antoine Karam holds a 45% interest, provided £1,000,000 in convertible loan
funding in the year, which was fully converted by the reporting date into a total of 130,979,451 ordinary
shares. During the year, interest totalling to £47,835 was accrued on this loan and was converted along
with the principal;
o
Geraldine Geraldo subscribed for 39.975 million new ordinary shares at a price of £0.005 per share;
o
Integrated Battery Metals (IBM), a company of which Yan Zhao is a director, agreed to the purchase of
the Company’s interests in the Mambare Joint Venture in the year for total consideration of USD 4.1
million in staged tranches, see Note 23 for further details. During the year, IBM also provided the
Company with a loan of USD 1.6 million, which is interest free and repayable out of the first tranche of
consideration, payable of the purchase of the Mambare JV.
26. Events After the Reporting Period
•
On 10 July 2024, the Company announced it had entered into a collaboration agreement with Conterp Serviços
Téchnicos Ltda (“Conterp”), a Brazilian energy services company, for the purposes of identifying onshore oil and
gas production opportunities in Brazil.
•
On 12 July 2024, the Company announced the resignation of Antoine Karam as Chairman of the Board (noting
he remains a Non-Executive Director of the Company), the appointment of Andrew Fairclough as acting Non-
Executive Chairman and the appointment of Scott Gilbert as Chief Executive Officer of the Company.
•
On 10 September 2024, the Company announced the completion of the data acquisition phase of its KON-16
program (over which the Company holds a 35% interest and operatorship). The Company is now engaging in
processing and interpretation work over the data to further refine the prospectivity of the block ahead of further
exploration work.
Notes to Financial Statements
for the year ended 30 June 2024
78
Corcel Plc
Annual Report and Accounts 2024
•
On 24 September 2024, the Company announced the acquisition of a further 20% interest in its operated KON-
16 block in Angola, bringing the total interest of the Company to 55% gross (49.5% net to Corcel, considering its
90% interest in APEX Angola). The acquisition was undertaken for no consideration, following the exit of one of
the JV partners from the block.
•
On 24 September 2024, the Company announced the raising of £1.22 million in gross funding through the
placement of 1.22 billion new ordinary shares to a group of strategic investors, at a price of £0.001 per share.
•
On 4 November 2024, the Company announced that Antoine Karam had resigned from the Board with immediate
effect.
•
On 18 November 2024, the Company announced that it had agreed an option to acquire a 20% interest in the
IRAI gas field, onshore Brazil, as well as a right of first refusal over the remaining 80% and a separate right of first
refusal over 100% of the adjacent TUC-T-172 exploration block. The Company agreed to provide a loan of USD
550,000 to Petroborn to conduct the first two workovers in the field, after which the Company would have the
choice whether to exercise the option. Further tranches of USD 0.850 million and USD 2.1 million would be
payable to fund operations in 2025 and 2026, following execution of the option. The Company would receive an
additional 10% of future cash flows to accelerate repayment of its investments in the field.
•
On 19 November 2024, the Company announced that existing Non-Executive Director, Pradeep Kabra, would
take over the role of Non-Executive Chairman, and Andrew Fairclough, the current Non-Executive Chairman,
would step down and remain on the Board as an Independent Non-Executive Director.
27. Control
There is considered to be no controlling party.
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