ECR Minerals Regulatory News (ECR)

31 Mar 2022 13:51

 

31 March 2022

ECR MINERALS plc

(“ECR Minerals”, “ECR” or the “Company”)

AUDITED FINANCIAL RESULTS FOR YEAR ENDED 30 SEPTEMBER 2021

LONDON: 31 MARCH 2022 - ECR Minerals plc is pleased to announce its audited financial statements for the twelve months ended 30 September 2021 (“FY 2021”). The information presented below has been extracted from the Company’s Annual Report and Accounts for FY2021.

Copies of the Annual Report and Accounts for FY2021 with the notice of annual general meeting will be posted to shareholders today and will be available from today on the Company’s website www.ecrminerals.com. The Company intends to holds its annual general meeting at 9am on 25 April 2021 at Hurlingham Studios, Ranelagh Gardens, London SW6 3PA.

Market Abuse Regulations (EU) No. 596/2014

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

FOR FURTHER INFORMATION, PLEASE CONTACT:

ECR Minerals plc		Tel: +44 (0)20 7929 1010
David Tang, Non-Executive Chairman
Adam Jones, Non-Executive Director Dr Trevor Davenport, Independent Non-Executive Director Andrew Scott, Non-Executive Director
Email: info@ecrminerals.com
Website: www.ecrminerals.com
WH Ireland Ltd		Tel: +44 (0)207 220 1666
Nominated Adviser
Katy Mitchell/Andrew de Andrade
SI Capital Ltd		Tel: +44 (0)1483 413500
Joint Broker
Nick Emerson
Novum Securities Limited		Tel: +44 (0)2073 999400
Joint Broker
Jon Belliss

ABOUT ECR MINERALS PLC

ECR Minerals is a mineral exploration and development company. ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Bailieston and Creswick gold projects in central Victoria, Australia, has eight licence applications outstanding including two licence applications lodged in eastern Victoria. (Tambo gold project). MGA is currently drilling at both the Bailieston (EL5433) and Creswick (EL6148) projects and has an experienced exploration team with significant local knowledge in the Victoria Goldfields and wider region.

https://mercatorgold.com.au/

ECR also owns 100% of an Australian subsidiary LUX Exploration Pty Ltd (“LUX”) which has three licence applications covering 900 km2 covering a relatively unexplored area in Queensland, Australia.

https://luxexploration.com/

Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), Mercator Gold Australia Pty Limited has the right to receive up to A$2 million in payments subject to future resource estimation or production from projects sold to Fosterville South Exploration Limited.

ECR holds a 25% interest in the Danglay gold project; an advanced exploration project located in a prolific gold and copper mining district in the north of the Philippines, which has a 43-101 compliant resource. ECR also holds a royalty on the SLM gold project in La Rioja Province, Argentina and can potentially receive up to US$2.7 million in aggregate across all licences.

FORWARD LOOKING STATEMENTS

This announcement may include forward looking statements. Such statements may be subject to numerous known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. Any forward-looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward-looking statements because of new information, future events or for any other reason.

The Directors of ECR Minerals plc (the “Directors” or the “Board”) present their report and audited financial statements for the year ended 30 September 2021 for ECR Minerals plc (“ECR”, the “Company” or the “Parent Company”) and its subsidiaries on a consolidated basis (the “Group”)

Chairman’s Statement

As the COVID-19 pandemic continued to wreak havoc across the globe, for ECR the twelve months ending 30 September 2021 was one of great operational progress that saw our determined management team and workforce overcome adversity to deliver solid progress.

All that was achieved during the year was, however, overshadowed by the untimely and tragic death of our long serving CEO Craig Brown. Craig was a close personal friend and confidant of mine. Although he died a few weeks after the year-end, progress continued through our interim management committee. I speak for everyone working with and associated with the Company to say we miss him deeply.

Our operational hub is centred in the state of Victoria in Australia, where ECR’s wholly owned subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has continued to develop Bailieston and Creswick, ECR’s two flagship gold exploration projects. In addition, ECR Minerals formed a subsidiary company, LUX Exploration Pty Ltd (“LUX”) in May 2021, to develop potential gold licence assets in the Lolworth Range area in Northern Queensland, and on 3 February 2022 the three Lolworth exploration licences were granted.

Throughout the year MGA conducted intensive drilling and soil sampling programmes at the Historic Reserve #3 (HR3) prospect, which includes the prospective Byron, Dan Genders, Scoulars and Maori Reefs, plus numerous cross-structures. Drilling results have provided us with some initial good cross-sections of gold grades and a detailed understanding of the geology that have, in turn, identified further targets. Post year-end results from core logging and soil sample testing have left us enthusiastic with the scale and development potential of HR3 as a whole.

An intensive campaign of drilling and soil sampling at Creswick has also provided us with some good initial gold grades and again a detailed understanding of the narrow vein geology of the region, which is similar in many ways to the Ballarat gold mine located directly south of the Creswick area. Unfortunately, the prevalence of COVID has resulted in delays to assay results and supply chain disruption, but the team on the ground have worked tirelessly to overcome these challenges.

Following a £2m (gross) fundraise in April 2021, ECR decided to use its strong cash position to invest into three properties; 35 Brewing Lane, Springmount (Creswick), 127 Nagambie –Rushworth Road (Bailieston) and 177 Bassett Road, Sebastian. Many mining groups operating in Victoria have encountered difficulties with land access in the region, so immediately the Brewing Lane and Nagambie-Rushworth Road properties provided full access and working rights across our flagship projects, while the Bassett Road property now provides accommodation for the Bendigo-based workforce. We believe that the buoyant Victoria property market should in time see a comfortable increase in the value of each property, giving ECR a far superior return to keeping cash on deposit. Despite the loss of Craig, we are hugely optimistic with the future and what we will achieve in the current year.

Through MGA, ECR also owns two exploration licence applications in eastern Victoria, known as the Tambo project. Post year-end, one of the exploration licences covering the Tambo River and Swifts Creek region was granted (see announcement dated 15 Decmber 2021).

Separately, approaching the end of the financial year, our 25% interest in the Danglay Gold project in the Philippines was confirmed. Previously, uncertainties over formalising our stake in the asset saw the value written down on our 2020 annual report, but I am happy to say this is no longer the case. Discussion on the Danglay valuation is addressed by our auditors in this report.

The costs of maintaining intensive drilling campaigns have all served to reduce the cash position during the year, which as at 31 March 2022 stands at £1.23m. Nonetheless, we have significantly advanced the value of our assets across the Group, together with our Victoria properties at this stage we do not believe there is an additional cash requirement in the immediate future.

Finally, while we look forward to progressing ECR interests in 2022, our thoughts remain with Craig and his family.

Weili (David) Tang

Chairman

31 March 2022

Non-Executive Director Committee Report

Although we believe the gold price performance during FY2021 lacked some of the excitement and growth of the previous year gold retained a value of US$1737/oz at the end of the September 2021. Unlike 2020, the latter half of FY2021 saw some disruptions in operations as a result of the COVID-19 pandemic, which affected the timing of assay results and associated supply chains. This all paled into insignificance with the loss of our CEO and colleague Craig Brown, and while we are now reporting to you as a committee, his sudden death has affected us all.

As in the previous year, ECR’s operational focus remained on Victoria, Australia, with intensive drilling campaigns at the Bailieston and Creswick gold projects. LUX Exploration Pty Ltd, a new subsidiary company, was set up to apply for and manage three new exploration licence applications in the Lolworth Range area, near to the Charters Towers Region in North Queensland. Initial exploration work will take place there in 2022.

ECR’s 25% interest in the Danglay Gold project in the Philippines, which has an inferred MRE of 63,500 ounces of gold at 1.55g/t, was formalised at the end of the year under review following the resolution of a long-standing legal dispute.

Also, following the year under review, in January 2022 approval was received for one of the exploration licences covering the Tambo River and Swifts Creek in eastern Victoria, Australia.

Exploration at Bailieston and Creswick Projects

An intensive drilling campaign began in January 2021 with the aim of fully exploring the Historic Reserve #3 (HR3) prospect, which includes the Byron, Dan Genders, Scoulars and Maori Reefs. Initial success was achieved in drilling under the historic Byron Mine with hole BH3DD001 which intersected 0.6m @ 19 g/t Au from 110.9m drilled depth (see announcement dated[ 20 April 2021]). A total of eight drillholes were completed across parts of the HR3 goldfield by mid-2021. With initial first pass exploration completed at HR3, the drill rig was moved to test the nearby Cherry tree (HR4) prospect where drilling of ten diamond holes were completed by September 2021. Ultimately the drill results were disappointing, although we now have a full structural interpretation of the deposit. It was the intention to move to the Blue Moon prospect located in the southern part of the Bailieston licence area once compensation arrangements were made to land owners. (Following the year under review, in January 2022, permission was received to access the Blue Moon prospect to continue exploration). The Company’s drill rig moved back to HR3 to follow up results from the initial first-pass drilling. Drilling is still continuing there into 2022 with a focus on the Maori, Hard-Up and Scoulers Reef systems. In addition to drilling, soil sampling has been completed over the central and eastern parts of the HR3 Goldfield along strike of the Scoulers Reef.

Following the end of the period under review, results were received in December 2021 that revealed four gold anomalies along the Scoulers and Dan Genders Reef lines, at the convergence with the Hard-Up Reef. This resulted in a proposed ‘dilational jog’ model. With further assays due, this is looking like an exciting discovery.

Drilling at the Creswick project began during the winter of 2020 and continued apace through to September 2021. The first hole (CSD001) intersected 0.95m @ 9.68 g/t Au from 131.9m drilled depth (see announcement dated [19 July 2021]). This was a significant development, being the first diamond hole drilled into the Dimocks Main Shale (DMS) within the entire tenement. As further drilling data came in, holes CSD003 returned the best gold intersections yet, with 0.95m @ 9.93 g/t Au and 0.95m @ 23.58 g/t Au from drilled depths of 84.2m and 89.05m respectively (see announcement dated [19 July 2021]). Head Geologist Adam Jones summed up the geology and ‘coarse nature’ of the gold deposits as gold within defined ‘mineral shoots’ similar in many ways to the geology within the narrow vein gold mine at Ballarat.

Following the end of the year under review, delayed assay results from Creswick revealed ‘erratic’ results due to the coarse nature of the gold deposits, but armed with this new knowledge, ECR will continue to explore Creswick licence EL006184, and will commence exploration on the newly approved licence EL6907 located further south.

Property Purchase

There are well-documented problems in Victoria for mining exploration companies seeking to access land to undertake exploration work. Land owners have either refused access or demanded disproportionate compensation from the explorers in order to grant access. Craig Brown saw an opportunity to solve this issue by investing into three properties at 35 Brewing Lane, Springmount (Creswick), 127 Nagambie –Rushworth Road (Bailieston) and 177 Bassett Road, Sebastian.

Through owning these properties, our drilling and geology teams were afforded full access and working rights across our flagship projects, along with accommodation. In particular, Brewing Lane and Nagambie-Rushworth Road have the potential to support mine works, and in the case of Creswick, a mine decline, should an economic gold resource be found. The Bassett Road property is already housing members of our workforce at Bendigo. The added benefit is the properties were purchased amidst what the directors believe a strengthening Victoria property market and given the recent sale prices of similar properties in the area, we believe all three properties have appreciated in value.

Tambo Gold Project

In September 2020, MGA lodged two new exploration licence applications in eastern Victoria, EL007484 and EL007486, which comprise the Tambo gold project, and which covers a sizeable area of prospective geology near historic goldfields.

The applications cover portions of the historic Swifts Creek/Omeo and Tambo River Goldfields that have a recorded historical gold production totalling 225,000 oz, according to figures published by the Geological Survey of Victoria. MGA considers the application areas to be prospective for orogenic reef gold and additionally for intrusion-related gold and base metal systems. On 15 December 2021 the license EL007484 covering Swifts Creek and the Tambo River has been approved, and some preliminary exploration work is planned for 2022.

Lolworth Range Gold Project

In May 2021, exploration licences for tenements EPM27901, EPM27902 and EPM27903 were applied for by ECR Minerals’ subsidiary company LUX Exploration Limited (LUX). The tenements are located within the Lolworth Range area, North Queensland. The area has been closely monitored by ECR’s Head Geologist Adam Jones for at least eight years and is considered prospective for gold. The exploration licences for all three areas were granted to LUX on 1 February 2022. The tenements will expire in five years (on 31 January 2027) and, while they will be available for renewal after the initial 5-year term, the area available for renewal will be reduced by 50%, which is a standard term of exploration licences to encourage companies to focus their exploration activities.

LUX has a commitment expenditure of AUD$650,000 for the first three years across the three licence areas, which is expected to be funded from ECR’s existing cash resources.

Overview of Exploration Licence Portfolio

At the end of the financial year under review, MGA held two granted mineral exploration licences in Victoria (EL5433 and EL6148).). At the time of publishing, MGA has applied to renew Creswick license EL006184, and has received approval for EL006907 to the south, linking Creswick to the Ballarat East-Nerrina Goldfield. MGA holds granted exploration licence EL5433 at Bailieston, licence EL007484 covering Swifts Creek and the Tambo River and three new exploration licences (EPM27901, EPM27902 and EPM27903) in the Lolworth area, North Queensland. These are augmented, in the case of Bailieston, by exploration licence applications EL006911, EL006912 and EL007296; and in the case of Creswick, exploration licence applications EL006713.

In November 2020, MGA lodged exploration licence application EL007537 for an area which surrounds mining licences MIN5396 and MIN4847. These mining licences, which are not held by MGA, contain the operating Ballarat gold mine. The area of EL007537 includes the southern extension of the Dimocks Main Shale, which is the principal target of exploration at MGA’s Creswick gold project located a short distance to the north, the northern extension of the Ballarat East line and the depth extensions of the Ballarat West line. EL007537 is in a competitive bid with three other applicants.

Danglay Gold Project, Philippines

Following the end of the year under review, ECR Minerals received formal recognition for its 25% shareholding in Philippines-based company Cordillera Tiger Gold Resources, Inc. (“Cordillera Tiger”), having invested some £1.2 million in the Danglay gold project to date. In July 2021, Cordillera Tiger successfully renewed Exploration License EP-006 at the Danglay gold project, which is located in a prolific gold and copper mining district in the north of the Philippines.

The ECR Board believes the political climate for the minerals industry in the Philippines is improving and considers that the Danglay gold project has potential for further exploration to build upon the existing inferred mineral resource estimate of 63,500 ounces of gold at 1.55 g/t gold. This resource was reported by ECR in 2015 to the Canadian NI43-101 standard, based on exploration carried out at Danglay by ECR during 2014 and 2015. In addition to the resource, an NI43-101 target for further exploration (conceptual potential quantity and grade of mineralisation expressed as ranges) of 95,000 to 170,000 ounces of gold at 5 to 7.5 g/t was reported.

Avoca and Timor Exploration License Royalties

In April 2020 MGA entered into an agreement for the sale of Avoca and Timor exploration licences EL5387, EL006280, EL006913 and EL006278 in Victoria to Currawong Resources Pty Ltd, a wholly owned subsidiary of Fosterville South Exploration Ltd. A cash payment of US$500,000 was received, and ECR is entitled to:

1. A further payment of A$1 for every ounce of gold or gold equivalent of measured resource, indicated resource or inferred resource estimated within the area of one or more of the licences in any combination or aggregation of the foregoing, up to a maximum of A$1,000,000 in aggregate;

2. A further payment of A$1 for every ounce of gold or gold equivalent produced from within the area of one or more of the licences, up to a maximum of A$1,000,000 in aggregate.

SLM Gold Project Royalties

In February 2020, the Company sold its wholly owned Argentine subsidiary Ochre Mining SA, which holds the SLM gold project in La Rioja, Argentina. The sale allows ECR to focus on its core gold exploration activities in Australia. The purchaser, Hanaq Argentina SA (“Hanaq”), is a Chinese-owned company engaged in lithium, base and precious metals exploration in Northwest Argentina including Salta, Jujuy and La Rioja, with a highly experienced management team.

ECR retains an NSR royalty of up to 2% to a maximum of USD 2.7 million in respect of future production from the SLM gold project, owned by Hanaq Argentina SA (Hanaq). The Directors believe that Hanaq has the operational capabilities and access to Chinese investment capital necessary to put the SLM project into production, subject to the usual prerequisites such as further exploration and feasibility studies being successfully completed (if deemed necessary by Hanaq) and to the necessary permits for production being obtained.

FINANCIAL RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2021

For the year to 30 September 2021 the Group recorded a total comprehensive loss of £1,413,206 compared with £2,595,002 for the year to 30 September 2020.

The Group’s net assets at 30 September 2021 were £7,657,683 in comparison with £3,563,819 at 30 September 2020. The increase is due to an increase in exploration assets as a result of the capitalisation of exploration expenditure during the year, and purchase of two properties as a result of the current aggressive drilling programme.

Exploration activity took place in Central Victoria, Australia during the year to 30 September 2021, as discussed in the Interim Committee Report and later under “Operating Review”. Capitalised exploration assets are valued in the Consolidated Statement of Financial Position at cost; this value should not be confused with the realisable value of the relevant projects or be considered to determine the value accorded to the projects by the stock market, which in both cases may be considerably different.

Weili (David) Tang

Non-Executive Chairman

31 March 2022

Independent Auditor’s Report

For the year ended 30 September 2021

Independent Auditor’s Report to the Members of ECR Minerals Plc

Opinion

We have audited the financial statements of ECR Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 September 2021 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006 and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2021 and of the group’s loss for the year then ended;the group financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006;the parent company financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and as applied in accordance with the provisions of the Companies Act 2006; andthe financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included evaluating management’s cash flow forecasts for a period of at least 12 months from the date of approval of the financial statements, including challenge of the underlying assumptions, evaluating subsequent events impacting going concern and sensitising the cash flows for possible changes which could impact the available headroom.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group materiality was £55,000 (2020: £55,000) based upon 2% of gross assets, capped at the prior period materiality in order to obtain additional coverage of additions in the year. We consider gross assets to be the main driver of the business as the group is still in the exploration stage and therefore no revenues are currently being generated, and that current and potential investors will be most interested in the recoverability of the exploration and evaluation assets. The parent company materiality was £50,000 (2020:£45,000), based upon 2% of gross assets and capped to be below group materiality.

Whilst materiality for the financial statements as a whole was set at £55,000, each significant component of the group was audited to an overall materiality ranging between £3,500 to £50,000 (2020: between £40,000 to £45,000) with performance materiality set at 70% for all entities.

We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of £2,750 (2020: £2,750) as well as differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of significant accounting estimates including the carrying value of intangible assets and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

An audit was performed on the financial information of the group’s operating entities which for the year ended 30 September 2021 were located in the United Kingdom and Australia. The audit work on each significant component was performed by us as group auditor based upon materiality or risk profile, or in response to potential risks of material misstatement to the group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How our scope addressed this matter
Recoverability of intangible assets – exploration and evaluation assets (refer to note 10)
The group as at 30 September 2021 had ongoing early stage exploration projects in the Philippines and Australia.   There is a risk that the expenditure is not correctly capitalised in accordance with IFRS 6. There is also a risk that the capitalised exploration costs are not recoverable and should be impaired. The carrying value of intangible exploration and evaluation assets as at 30 September 2021, which are tested annually for impairment, is £3,350,663. Comprising early stage exploration projects, the impairment assessment requires management judgement and estimation of a range of applicable factors. Relevant disclosures in the financial statements are made in Note 2 surrounding critical accounting judgements, and in Note 10 for Intangible assets.	Our work in this area included:   Sample testing of exploration and evaluation expenditure to assess their eligibility for capitalisation under IFRS 6 by corroborating to the original source documentation.Inspection of the current exploration licences to verify they remained valid and that the group held good title.Review of correspondence (where applicable) with licensing authorities to ensure compliance and assess the risk of non-renewal. We assessed the sampling results and progress of the projects and whether they indicate the existence of commercially viable projects.Review and challenge of management’s documented consideration of impairment by individual project.Establishing the intention of the Board to undertake future exploration work.Review of any internal / external resource estimates produced during the year.Discussion of status of all projects with management.   As disclosed in subsequent events, the group has now formally acquired title to its 25% interest in Cordillera Tiger Gold Resources, Inc. (“Cordillera”), which is the holder of the exploration permit for the Danglay gold project in the Philippines. The exploration permit for the Danglay project, which originally expired on 30 September 2015, was renewed in July 2021. There is however continued uncertainty within the Philippines government regarding their policy towards the mining sector. This indicates the existence of a material uncertainty over the recoverability of the carrying value of the Danglay gold project, which amounted to £1,254,284 as at 30 September 2021.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; andthe strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; orthe parent company financial statements are not in agreement with the accounting records and returns; orcertain disclosures of directors’ remuneration specified by law are not made; orwe have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Report of the Directors, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the group and parent 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, application of cumulative audit knowledge and experience of the sector.We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from international accounting standards, the Companies Act 2006, tax laws and regulations, local employment law and conditions stipulated in the exploration licenses.We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:Enquiries of managementReview of Board minutesReview of legal and regulatory correspondenceWe also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the judgements and estimates made by management in their assessment of the recoverability of intangible assets represented the most significant risk of material misstatement. Refer to the key audit matter above.We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.We obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for the audit opinion.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

David Thompson (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

31 March 2022

Consolidated Income Statement

For the year ended 30 September 2021

		Year ended	Year ended
		30 September 2021	30 September 202020
	Note	£	£
Proceeds from disposal of licenses		-	275,701
Less: expenditure on licences disposed		-	(169,509)
Gain on disposal		-	106,192
Continuing operations
Other administrative expenses		(1,142,338)	(799,585)
Currency exchange differences		(347,315)	(33,497)
Total administrative expenses		(1,489,653)	(833,082)
Operating loss	3	(1,489,653)	(726,890)
Other financial assets – fair value movement	9	4,593	13,683
		(1,485,060)	(713,207)
Financial income	7	288	478
Other income		19,021	8,316
Finance income and costs		19,309	8,794
Loss for the year before taxation		(1,465,751)	(704,413)
Income tax	5	-	-
Loss for the year from continuing operations		(1,465,751)	(704,413)
Loss on disposal of subsidiary		-	(1,986,469)
Loss for the year from discontinued operations		-	(1,986,469)
Loss for the year - all attributable to owners of the parent		(1,465,751)	(2,690,882)
Earnings per share - basic and diluted On continuing operations	4	(0.16)p	(0.14)p
On discontinued operations		-	(0.39)p

The notes set out below are an integral part of these financial statements.

Consolidated Statement of Comprehensive Income

For the year ended 30 September 2021

	Year ended	Year ended
	30 September 2021	30 September 2020
	£	£
Loss for the year	(1,465,751)	(2,690,882)
Items that may be reclassified subsequently to profit or loss
Gain on exchange translation	52,545	95,880
Other comprehensive gain for the year	52,545	95,880
Total comprehensive loss for the year	(1,413,206)	(2,595,002)
Attributable to: -
Loss on continuing operations	(1,413,206)	(608,533)
Loss on discontinued operations	-	(1,986,469)

The notes set out below are an integral part of these financial statements.

Consolidated & Company Statement of Financial Position

At 30 September 2021

		Group		Company
		30 September	30 September	30 September	30 September
	Note	2021 £	2020 £	2021 £	2020 £
Assets
Non-current assets
Property, plant and equipment	8	1,303,557	183,539	58,333	2,737
Investments in subsidiaries	9	-	-	-	-
Intangible assets	10	3,321,481	1,869,184	1,410,144	1,333,282
Other receivables	11	-	-	5,133,826	1,029,067
		4,625,038	2,052,723	6,602,303	2,365,086
Current assets
Trade and other receivables	11	221,869	108,617	878,097	726,689
Financial assets at fair value through profit or loss	9	31,461	26,870	31,461	26,870
Cash and cash equivalents	12	2,982,046	1,497,231	1,467,835	1,207,190
		3,235,376	1,632,718	2,377,393	1,960,749
Total assets		7,860,414	3,685,441	8,979,696	4,325,835
Current liabilities
Trade and other payables	14	202,731	121,622	41,198	93,848
		202,731	121,622	41,198	93,848
Total liabilities		202,731	121,622	41,198	93,848
Net assets		7,657,683	3,563,819	8,938,498	4,231,987
Equity attributable to owners of the parent
Share capital	13	11,290,483	11,286,928	11,290,483	11,286,928
Share premium	13	52,593,562	47,090,048	52,593,562	47,090,048
Exchange reserve		(583,998)	531,453	-	-
Other reserves		440,706	440,706	440,706	440,706
Retained losses		(57,251,067)	(55,785,316)	(55,386,252)	(54,585,695)
Total equity		7,657,683	3,563,819	8,938,498	4,231,987

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent company profit and loss account. The loss for the parent company for the year was £800,558 (2020: £2,399,369 loss).

The notes set out below are an integral part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 31 March 2021 and were signed on its behalf by:

Weili (David) Tang xx

Non–Executive Chairman Non-Executive Director

Consolidated Statement of Changes in Equity

For the year ended 30 September 2021

	Share capital	Share premium	Exchange reserve	Other reserves	Retained reserves
	(Note 13)	(Note 13)				Total
	£	£	£	£	£	£
Balance at 30 September 2019	11,284,845	45,391,202	(394,876)	742,698	(53,383,264)	3,640,604
Loss for the year	–	–	–	–	(2,690,882)	(2,690,882)
Loss on exchange translation	–	–	95,880	–	–	95,880
Total comprehensive loss	–	–	95,880	–	(2,690,882)	(2,595,002)
Shares issued	2,067	1,754,986	–	–	–	1,757,053
Share issue costs	–	(77,000)	–	–	–	(77,000)
Share based payments	–	13,161	–	(301,992)	288,831	–
Recycled through profit or loss on disposal of subsidiary	–	–	830,449	–	–	830,449
Shares issued in payment of creditors	15	7,699	–	–	–	7,714
Total transactions with owners, recognised directly in equity	2,083	1,698,846	830,449	(301,992)	288,831	2,518,216
Balance at 30 September 2020	11,286,928	47,090,048	531,453	440,706	(55,785,316)	3,563,819
Loss for the year	–	–	–	–	(1,465,751)	(1,465,751)
Gain on exchange translation	–	–	52,545	–	–	52,545
Total comprehensive loss	–	–	52,545	–	(1,465,751)	(1,413,206)
Shares issued	3,556	5,631,514	–	–	–	5,635,070
Share issue costs	–	(128,000)	–	–	–	(128,000)
Share based payments	–	–	-	–	-	-
Total transactions with owners, recognised directly in equity	3,556	5,503,514	-	–	-	5,507,070
Balance at 30 September 2021	11,290,483	52,593,562	583,998	440,706	(57,251,067)	7,657,683

The notes set out below are an integral part of these financial statements.

Company Statement of Changes in Equity

For the year ended 30 September 2021

	Share capital	Share premium	Other reserves	Retained reserves
	(Note 13)	(Note 13)			Total
	£	£	£	£	£
Balance at 30 September 2019	11,284,845	45,391,202	742,698	(52,475,156)	4,943,589
Loss for the year	–	–	–	(2,399,369)	(2,399,369)
Total comprehensive expense	–	–	–	(2,399,369)	(2,399,369)
Shares issued	2,067	1,754,986	–	–	1,757,054
Share issue costs	–	(77,000)	–	–	(77,000)
Share based payments	–	13,161	(301,992)	288,831	–
Shares issued in payment of creditors	15	7,699	–	–	7,714
Total transactions with owners, recognised directly in equity	2,083	1,698,846	(301,992	) 288,831	1,687,768
Balance at 30 September 2020	11,286,928	47,090,048	440,706	(54,585,695)	4,231,987
Loss for the year	–	–	–	(800,558)	(800,558)
Total comprehensive expense	–	–	–	(800,558)	(800,558)
Shares issued	3,556	5,631,514	–	–	5,635,070
Share issue costs	–	(128,000)	–	–	(128,000)
Total transactions with owners, recognised directly in equity	3,556	5,503,514	–	-	5,507,070
Balance at 30 September 2021	11,290,483	52,593,562	440,706	(55,386,253)	8,938,498

The notes set out below are an integral part of these financial statements.

Consolidated & Company Cash Flow Statement

For the year ended 30 September 2021

		Group		Company
		Year ended 30 September	Year ended 30 September	Year ended 30 September	Year ended 30 September
	Note	2021 £	2020 £	2021 £	2020 £
Net cash used in operations	20	(1,369,242)	(668,377)	(1,006,026)	(694,408)
Investing activities
Purchase of property, plant & equipment	8	(1,171,840)	(186,307)	(59,038)	(5,963)
Increase in exploration assets	10	(1,481,479)	(180,653)	(76,862)	–
Investment in subsidiary		-	–	–	–
Proceeds from disposal of licenses		–	275,701	–	–
R&D tax credits on exploration		–	307,818	–	–
Loan to subsidiary		-	–	(4,104,759)	–
Interest income	7	288	478	260	–
Net cash generated from / (used in) investing activities		(2,653,031)	217,037	(4,240,398)	(5,963)
Financing activities
Proceeds from issue of share capital (net of issue costs)		5,507,088	1,680,054	5,507,069	1,680,054
Net cash from financing activities		5,507,088	1,680,054	5,507,069	1,680,054
Net change in cash and cash equivalents		1,484,815	1,228,714	260,645	979,682
Cash and cash equivalents at beginning of the year		1,497,231	268,517	1,207,190	227,508
Cash and cash equivalents at end of the year	12	2,982,046	1,497,231	1,467,835	1,207,190
Non-cash transactions:

1. Settlement of creditors of £nil (2020: £7,715) with ordinary shares.

The notes on pages 28 to 44 are an integral part of these financial statements.

Notes to the Financial Statements

For the year ended 30 September 2020

1 General information

The Company and the Group operated mineral exploration and development projects. The Group’s principal interests are located in Australia, Argentina and the Philippines.

The Company is a public limited company incorporated and domiciled in England. The registered office of the Company and its principal place of business is Office T3, Hurlingham Studios, Ranelagh Gardens, London SW6 3PA. The Company is quoted on AIM, a market of the London Stock Exchange.

2 Accounting policies

Overall considerations

The principal accounting policies that have been used in the preparation of these consolidated financial statements are set out below. The policies have been consistently applied unless otherwise stated.

Basis of preparation

Statement of compliance

The consolidated financial statements have been prepared in accordance with international accounting standards (IAS) as adopted BY the UK in conformity with the Companies Act 2006. The financial statements are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets or liabilities has been applied.

(i) New and amended standards, and interpretations issued and effective for the financial year beginning 1 October 2020

There were no new standards, amendments or interpretations effective for the first time for periods beginning on or after 1 October 2020 that had a material effect on the Group or Company financial statements

(ii) New standards, amendments and interpretations in issue but not yet effective

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 (and in some cases had not been adopted by the EU):

Amendments to References to Conceptual Framework in IFRS Standards – effective 1 January 2020Definition of Material (Amendments to IAS 1 and IAS 8) – effective 1 January 2020Amendment to IFRS 3 Business Combinations – effective 1 January 2020Amendments to IFRS 9, IAS 39 and IFRS 17: Interest Rate Benchmark Reform – effective 1 January 2020Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform – Phase 2 – effective 1 January 2021*Amendment to IFRS 3 Business Combinations – Reference to the Conceptual Framework – effective 1 January 2022*Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets – effective 1 January 2022*Annual Improvements to IFRS Standards 2018-2020 Cycle – effective 1 January 2022*Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current – Deferral of Effective Date – effective 1 January 2023*

*subject to EU endorsement

The Group and Company intend to adopt these standards when they become effective. The introduction of these new standards and amendments is not expected to have a material impact on the Group or Company.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and one of its subsidiaries made up to 30 September 2021. Subsidiary undertakings acquired during the period are recorded under the acquisition method of accounting and their results consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date such control ceases.

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Going concern

It is the prime responsibility of the Board to ensure the Group and Company remains a going concern. At 31 March 2022, the Group has cash and cash equivalents of £1,226,328 and no borrowings.

The Group’s financial projections and cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements show that the Group will have sufficient available funds in order to meet its contracted and committed expenditure. Further details are included in Note 21 to the financial statements.

Based on their assessment of the financial position, the Directors have a reasonable expectation that the Group and Company will be able to continue in operational existence for the next 12 months and continue to adopt the going concern basis of accounting in preparing these Financial Statements.

Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash equivalents include short–term investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and any provision for impairment losses.

Depreciation is charged on each part of an item of property, plant and equipment so as to write off the cost of assets less the residual value over their estimated useful lives, using the straight–line method. Depreciation is charged to the income statement. The estimated useful lives are as follows:

Office equipment 3 years

Furniture and fittings 5 years

Machinery and equipment 5 years

Motor Vechiles 5 years

Land Not depreciated

Expenses incurred in respect of the maintenance and repair of property, plant and equipment are charged against income when incurred. Refurbishments and improvements expenditure, where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.

An item of property, plant and equipment ceases to be recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on cessation of recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset ceases to be recognised.

Inventory

Inventory are stated at cost less any provision for impairment losses. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Where inventory are acquired at no cost, or for nominal consideration, their costs shall be their fair value as at the date of acquisition. Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value.

When inventories are sold, exchanged or distributed the carrying amount of those inventories shall be recognized as an expense in the period in which the related revenue is recognized. If there is no related revenue, the expense is recognized when the goods are distributed, or related service is rendered. The amount of any write-down of inventories to net realizable value and all losses of inventories shall be recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write–down of inventories, arising from an increase in net realizable value, shall be recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.

Exploration and development costs

All costs associated with mineral exploration and investments are capitalised on a project–by–project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised.

The recoverability of all exploration and development costs is dependent upon continued good title to relevant assets being held (or, in the case of the Company’s interest in the Danglay gold project, to good title being secured), the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

Impairment testing

Individual assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may exceed its recoverable amount, being the higher of net realisable value and value in use. Any such excess of carrying value over recoverable amount or value in use is taken as a debit to the income statement.

Intangible exploration assets are not subject to amortisation and are tested annually for impairment.

Provisions

A provision is recognised in the Statement of Financial Position when the Group or Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre–tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Leased assets

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset. Lease payments are allocated between principal and finance cost. All other short term leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight-line basis over the lease term.

Taxation

There is no current tax payable in view of e losses to date.

Deferred income taxes are calculated using the Statement of Financial Position liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the Statement of Financial Position date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the related current or deferred tax is also charged or credited directly to equity.

Investments in subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The investments in subsidiaries held by the Company are valued at cost less any provision for impairment that is considered to have occurred, the resultant loss being recognised in the income statement.

Equity

Equity comprises the following:

“Share capital” represents the nominal value of equity shares, both ordinary and deferred.“Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issues.“Other reserves” represent the fair values of share options and warrants issued.“Retained reserves” include all current and prior year results, including fair value adjustments on financial assets, as disclosed in the consolidated statement of comprehensive income.“Exchange reserve” includes the amounts described in more detail in the following note on foreign currency below.

Foreign currency translation

The consolidated financial statements are presented in pounds sterling which is the functional and presentational currency representing the primary economic environment of the Group.

Foreign currency transactions are translated into the respective functional currencies of the Company and its subsidiaries using the exchange rates prevailing at the date of the transaction

or at an average rate where it is not practicable to translate individual transactions. Foreign exchange gains and losses are recognised in the income statement.

Monetary assets and liabilities denominated in a foreign currency are translated at the rates ruling at the Statement of Financial Position date.

The assets and liabilities of the Group’s foreign operations are translated at exchange rates ruling at the Statement of Financial Position date. Income and expense items are translated at the average rates for the period. Exchange differences are classified as equity and transferred to the Group’s exchange reserve. Such differences are recognised in the income statement in the periods in which the operation is disposed of.

Share–based payments

The Company awards share options to certain Company Directors and employees to acquire shares of the Company. Additionally, the Company has in previous years issued warrants to providers of equity finance.

All goods and services received in exchange for the grant of any share–based payment are measured at their fair values. Where employees are rewarded using share–based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the instrument granted to the employee.

The fair value is appraised at the grant date and excludes the impact of non–market vesting conditions. Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non–transferability, exercise restrictions, and behavioural considerations.

All equity–settled share–based payments are ultimately recognised as an expense in the income statement with a corresponding credit to “other reserves”.

If vesting periods or other non–market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative

adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior years if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital and, where appropriate, share premium.

A gain or loss is recognised in profit or loss when a financial liability is settled through the issuance of the Company’s own equity instruments. The amount of the gain or loss is calculated as the difference between the carrying value of the financial liability extinguished and the fair value of the equity instrument issued.

Financial instruments

Financial assets

The Group’s financial assets comprise equity investments held as financial assets at fair value through profit or loss as required by IFRS 9, and financial assets at amortised cost, being cash and cash equivalents and receivables balances. Financial assets are assigned to the respective categories on initial recognition, based on the Group’s business model for managing financial assets, which determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortised cost are non–derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are initially measured at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment under the expected credit loss model.

The Group’s receivables fall into this category of financial instruments. Discounting is omitted where the effect of discounting is immaterial.

Equity investments are held as financial assets at fair value through profit or loss. These assets are initially recognised at fair value and subsequently carried in the financial statements at fair value, with net changes recognised in profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:

• The rights to receive cash flows from the asset have expired

Or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to

pay the received cash flows in full without material delay to a third party under a ‘pass-through’

arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,

or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,

but has transferred control of the asset.

Impairment of financial assets

The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss.

The amount of the expected credit loss is measured as the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received (i.e. all cash shortfalls), discounted at the original effective interest rate (EIR).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.

Financial liabilities

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and are held at amortised cost. After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on–going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.

The most critical accounting policies and estimates in determining the financial condition and results of the Group and Company are those requiring the greater degree of subjective or complete judgement. These relate to:

Capitalisation and recoverability of exploration costs (Note 10):

Capitalised exploration and evaluation costs consist of direct costs, licence payments and fixed salary/consultant costs, capitalised in accordance with IFRS 6 "Exploration for and Evaluation of Mineral Resources". The group and company recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral assets. Exploration and evaluation assets are initially measured at cost. Exploration and evaluation costs are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. Any impairment is recognised directly in profit or loss.

Recoverability of investment in subsidiaries including intra group receivables (Note 9 and 11)

The recoverability of investments in subsidiaries, including intra group receivables, is directly linked to the recoverability of the exploration assets in those entities, which is subject to the same estimates and judgements as explained above.

3 Operating loss

		Year ended 30 September 2021	Year ended30 September2020
	The operating loss is stated after charging:	£	£
	Depreciation of property, plant and equipment	51,822	3,809
	Operating lease expenses	31,337	23,768
	Auditors’ remuneration – fees payable to the Company’s auditor for the audit of
	the parent company and consolidated financial statements	26,000	25,750
4	Earnings per share
	Basic and Diluted	Year ended 30 September 2021	Year ended 30 September 2020
	Weighted number of shares in issue during the year	892,410,767	512,411,527
		£	£
	Loss from continuing operations attributable to owners of the parent	(1,413,206)	(704,413)
	Loss from discontinued operations attributable to owners of the parent		(1,986,469)

Basic earnings per share has been calculated by dividing the loss attributable to equity holders of the company after taxation by the weighted average number of shares in issue during the year. There is no difference between the basic and diluted earnings per share as the effect on the exercise of options and warrants would be to decrease the earnings per share.

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