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Audited Results for the year ended 31 Dec 2022

29 Jun 2023 07:00

RNS Number : 3052E
Oracle Power PLC
29 June 2023
 

29 June 2023

 

Oracle Power PLC

("Oracle", the "Company" or the "Group")

Final Results for the year ended 31 December 2022

Posting of Annual Report

Notice of AGM

Oracle Power PLC (AIM:ORCP) is pleased to announce its audited results for the 12 months ended 31 December 2022. The Company's Annual Report for the year ended 31 December 2022, together with formal Notice of the Company's 2023 Annual General Meeting ("AGM"), will be made available on the Company's website at www.oraclepower.co.uk/investor-relations/aim-rule-26/ and are being posted to shareholders today.

 

The AGM will be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD on Wednesday, 26 July 2023 at 11:00 a.m.

 

For further information:

 

Oracle Power PLC

Naheed Memon - CEO

+44 (0) 203 580 4314

Strand Hanson Limited (Nominated Adviser & Joint Broker)

Rory Murphy / Matthew Chandler / Rob Patrick

 

Global Investment Strategy UK Limited (Joint Broker)

Samantha Esqulant

+44 (0) 207 409 3494

 

 

 

+44 (0) 207 048 9432

Buchanan (Financial PR)

Bobby Morse / Oonagh Reidy / Abigail Gilchrist

+44 (0) 207 466 5000

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the financial statements for Oracle Power PLC ("Oracle" or the "Company") for the year ended 31 December 2022.

 

In December 2022, Andreas Migge, one of our non-executive directors left the Company. It was then with sadness that we learnt that he had died in February 2023. We would like to offer our condolences to his friends and family.

 

The political tensions between the United States and China slowed down some progress in the development of the mine and power project at Block VI in the Thar desert. However, during the course of the year the Company continued to advance its initiatives for the development of Block VI. The Government of Pakistan established demand for 1,320 MW of Thar coal-based power in 2027, allowing for potential development of the project. Subsequently, post period we signed an agreement for potential offtake for 1,320 MW of coal generated power as well as another agreement with PowerChina to develop, in parallel, a 1 GW solar farm at Thar.

 

During the year, we focused most of our attention on our Green Hydrogen ("GH") project, which comprises the planned construction of a 400MW plant producing 55,000 tonnes of green hydrogen per annum backed by 1,200MW of hybrid solar/wind, green hydrogen/power plants.

 

This project is being developed through Oracle Energy Limited. This company is owned 70% by His Highness Sheikh Ahmed Dalmook Al Maktoum through his wholly owned company Kaheel Energy FZE, and 30% by Oracle Power Plc. Oracle will be primarily responsible for putting the project together and Kaheel Energy will use its position and influence to facilitate market access and financing.

 

To that end, we have acquired a 7,000 acres site in the Thatta district in Southeast Pakistan. This lease for this land has been granted to us by the Government of Sindh and is for an initial period of 30 years. This lease is now fully paid for and registered to Oracle Energy Limited.

 

We have been issued with a Letter of Intent ("LOI") from the Directorate of Alternative Energy of the Government of Sindh (the "Directorate of Alternative Energy"), relating to the establishment of a 1,200MW hybrid solar/wind, green hydrogen/power project. In order to obtain formal approval of the LOI, we needed to provide a $600,000 performance guarantee bond which has now been put in place.

 

In addition to the above, we have an LOI from TUV SUD for the certification of the hydrogen output. Thyssenkrupp Uhde is undertaking the various feasibility studies, and post period land and renewable power studies have also been commenced.

 

In terms of our funding position, we raised £1,200,000 before expenses through two equity placings to finance the development of the green hydrogen project.

 

The development of the green hydrogen project has advanced rapidly and it should not be long before the project acheives bankability and Oracle can benefit from potential transactions with one or more energy or fuel companies.

 

With regard to Western Australia, we decided not to carry out any more work on the Jundee East project as we did not manage to find viable gold deposits. Post year end, we signed a "farm-in" agreement for the Northern Zone with Riversgold Ltd, the details of which can be found in our RNS dated 9 May 2023. We will retain a minority interest and be carried for the next phase of its development.

 

Operational highlights of 2022 are described in the Chief Executive's Report.

 

The Pakistan Government remains supportive of both the development of the Thar coal project and the GH project in Thatta. The broad parameters of security remain as last year: there have been no major incidents and, overall, order has been maintained.

 

We are most grateful to the Pakistani Authorities, to the Chinese Authorities and the Joint Cooperation Committee (JCC) of CPEC for their support. 

 

Above all, I wish to thank our shareholders for their continued confidence, patience and support, enabling us to make progress on our projects.

 

 

Mark SteedChairman

 

 

 

 

CHIEF EXECUTIVE'S REPORT

 

I am pleased to present a report on the Company's progress for the year ended 31 December 2022.

 

This year has been one of very notable progress for the Company. During the year, we focused on the development of the Company's significant GH project in Pakistan and also continued to explore our Western Australia assets and develop our Thar asset. I am happy to say that we have made significant progress, and I provide an overview below.

 

In Pakistan, we continued to actively pursue the development of our Thar Block VI, for power as well as for CTG/L (coal to gas/liquid). We maintained an active dialogue with the Power Division, Ministry of Energy, throughout the year, to secure permission for development of the Company's 1,320MW, coal to power project under the China-Pakistan Economic Corridor ("CPEC"). In September 2022, the Government of Pakistan published its annual Indicative Generation Capacity Expansion Plan (the "IGCEP"), a demand-supply policy guidance chart for Pakistan and the demand for 1,320 MW of local coal fired power was stated as required in 2027. This inclusion which confirms demand for 1,320 MW coal-based power, allows for potential development of the project, subject to financing and off-take. In 2022 Q4, and subsequent to the publication of the IGCEP, we initiated dialogue with off takers other than the Government of Pakistan. We signed an MOU post period, for an off-take with the largest private power utility, along with the Government of Sindh as a facilitator and potential investor, preparing a pathway for the development of this important project.

 

Furthermore, following significant progress made in 2021 with respect to CTG/L, the Company signed an MOU in January 2022, with Sui Southern Gas Company Limited ("SSGC"), the public gas distribution company, based on the understanding that a buy back arrangement with SSGC would trigger required government policy formulation, as well as provide necessary guarantees to lenders. I can also confirm that generally, Oracle continued to receive encouragement and support from the Government of Pakistan for mobilisation of CTG/L development, given Pakistan's critical gas crisis.

 

In Western Australia, Oracle continued to conduct active exploration on both the tenements. We began an extensive drilling programme at Jundee East ("JE") in February 2022 which concluded in March 2022, covering 3830m in 54 holes. Subsequently complete geochemical analysis for downhole data was done to confirm gold mineralisation which was then followed by geochemical analysis of surface data for lithium and rare earth elements. The results obtained were not favourable and it was decided post period end not to undertake further drilling at JE.

 

At the Company's Northern Zone ("NZ") project, 25 km from Kalgoorlie, the results from the maiden drill programme targeting felsic intrusives porphyry bodies which had concluded in September 2021, were received in January 2022. The results established a low grade but potentially large mineralisation across the tenement. The Company carried out further metallurgical tests to confirm gold recovery rates. The results from these tests which were received in June 2022, confirmed excellent gold recovery rate of up to 94.7%. The Company proceeded to prepare a budget and plan for further drilling, opting for a diamond drilling programme to establish a JORC resource at NZ. In parallel the Company also started dialogue with potential JV partners. A "farm-in" agreement for NZ with an ASX listed company was entered into post period and work on NZ at minimum cost for the Company is expected to commence post period.

 

In 2022, the Company accelerated the development of its GH project in the wind corridor in Thatta in Pakistan. The project was launched in Q4 2021, and the Company has achieved major developmental milestones in 2022, for the first GH project in Pakistan and one of the largest in the region. The Company set up a new company, Oracle Energy Limited, for the development of the GH project in Pakistan in November 2021. In March 2022, the Company signed a JV agreement between Oracle and Kaheel Energy, a company owned by HH Sheikh Ahmed Dalmook Al Maktoum. The Company owns 30 percent of Oracle Energy with the balance owned by Kaheel Energy. The Company has retained management and the project has made good progress. In May 2022, a pre-feasibility study was completed by Power China International for 400 MW of GH production and 1.2 GW of hybrid power generation. Oracle Energy was issued an LOI from the Government of Sindh for the production of 1.2 GW of hybrid renewable power.

 

Subsequently, a lease for 7,000 acres (28.3 sq km) of land in the Gharo-Keti Wind Corridor was awarded to Oracle Energy for the project. In November 2022, Oracle Energy then commissioned Thyssenkrupp to undertake the feasibility study for green hydrogen and green ammonia, endorsing faith in the project by introducing highly reputable stakeholders. Results from this study are expected during the course of 2023. In parallel, Oracle Energy forged a relationship with a highly credible certification company by signing an LOI with TUV SUD for green hydrogen and green ammonia certification, across the entire production value chain. Post period end the project has continued to move quickly. Land studies were commenced, and non-binding arrangements have been initiated with potential off takers and investors.

 

In summary, the Company has strengthened its portfolio and undertaken significant development on all its projects. We have achieved exceptional milestones especially for the GH project and concluded a joint development agreement for one of our gold assets. We have also paved a way forward for potential development of our Thar asset.

 

I remain grateful to all the relevant authorities in Pakistan and Western Australia for supporting our initiatives. I am also thankful to the authorities in China for continuing to support projects in CPEC. I wish to also profoundly thank the Company's team in the UK, Pakistan and Australia, for their work and dedication. Above all I thank our shareholders for their continued confidence, patience and support, enabling us to grow our company. The Company remains committed to increasing shareholder value and to becoming a company of recognizable size and repute.

 

Ms Naheed Memon,Chief Executive Officer

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2022

 

2022

2021

Note

£

£

 

CONTINUING OPERATIONS

 

Administrative expenses

(1,311,012)

(881,973)

 

LOSS FROM OPERATIONS

(1,311,012)

(881,973)

 

Finance income

 6

14,592

94

 

Amounts written off and p/l on disposals

6,762

-

 

LOSS BEFORE TAX

 (1,289,658)

(881,879)

 

LOSS FOR THE YEAR

(1,289,658)

(881,879)

 

2022

2021

Pence

Pence

Earnings per share attributable to the ordinary equity holders of the parent

 

 

PROFIT OR LOSS

 

Basic

 9

(0.04)

(0.04)

 

Diluted

 9

(0.04)

(0.04)

 

 

 

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

2022

2021

£

£

 

 

Loss for the year

(1,289,658)

(881,879)

 

ITEMS THAT WILL OR MAY BE RECLASSIFIED TO PROFIT OR LOSS:

 

Exchange gains arising on translation on foreign operations

(178,459)

(130,361)

(178,459)

(130,361)

 

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX

(178,459)

 

(130,361)

 

TOTAL COMPREHENSIVE INCOME

(1,468,117)

(1,012,240)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 

2022

2021

Note

£

£

 

Assets

 

NON‑CURRENT ASSETS

 

Property, plant and equipment

 10

3,885

5,856

 

Intangible assets

 11

5,023,296

5,403,066

 

Investments in equity‑accounted associates

 13

668,782

-

 

Loans and other financial assets

 14

580,079

369,390

6,276,042

5,778,312

 

CURRENT ASSETS

 

Trade and other receivables

 15

45,069

50,108

 

Cash and cash equivalents

 25

150,905

872,000

195,974

922,108

TOTAL ASSETS 

 

 

6,472,016

6,700,420 

 

Liabilities

 

CURRENT LIABILITIES

 

Trade and other payables

 18

203,034

170,321

203,034

170,321

 TOTAL LIABILITIES

203,034

170,321

Net assets

 6,268,982

6,530,099

 

 

ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE PARENT

 

 

Share capital

 17

3,078,297

2,650,325 

 

Share premium reserve

 16

18,632,040

17,853,012

 

Foreign exchange reserve

 17

(995,125)

(816,666)

 

Share scheme reserve

 17

58,179

66,733

 

Retained earnings

 17

(14,504,409)

(13,223,305)

TOTAL EQUITY

6,268,982

6,530,099

 

 

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

 

2022

2021

Note

£

£

 

Assets

 

NON‑CURRENT ASSETS

 

Property, plant and equipment

 10

274 

479 

 

Intangible assets

 11

3,665,622

3,978,851

 

Investments in equity‑accounted associates

 13

668,782 

-

Investments

 13

2,898,531

3,703,047

 

Loans and other financial assets

 14

2,605,218

1,985,987

 9,838,427

9,668,364

 

CURRENT ASSETS

 

Trade and other receivables

 15

40,731

230,070 

 

Cash and cash equivalents

 25

137,291

850,442

178,022

1,080,512

 

TOTAL ASSETS 

 

 

10,016,449

10,748,876 

 

Liabilities

 

NON‑CURRENT LIABILITIES

 

CURRENT LIABILITIES

 

Trade and other liabilities

 18

175,961 

909,763 

175,961

 

909,763 

 

TOTAL LIABILITIES

 175,961

 909,763

Net assets

9,840,488 

9,839,113 

 

 

 

ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE PARENT

 

 

Share capital

17 

3,078,297

2,650,325

 

Share premium reserve

18,632,040

17,853,012 

 

Financial liabilities at FVTPL credit risk reserve

58,179

66,733 

 

Retained earnings

(11,928,028)

(10,730,957)

 

TOTAL EQUITY

 9,840,488 

 9,839,113 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022

 

Share capital

Share premium

Share scheme reserve

Foreign exchange reserve

Retained earnings

Total attributable to equity holders of parent

Total equity

 

 

£

£

£

£

£

£

£

 

At 1 January 2022

2,650,325

17,853,012

66,733

(816,666)

(13,223,305)

6,530,099

6,530,099

 

Comprehensive income for the year

 

Loss for the year

-

 -

 -

-

(1,289,658)

(1,289,658)

(1,289,658)

 

Other comprehensive income

-

-

-

(178,459) 

-

 (178,459) 

 (178,459)

 

Total comprehensive income for the year

-

-

-

 (178,459)
 (1,289,658)
 (1,468,117)
 (1,468,117)

 

Contributions by and distributions to owners

 

Issue of share capital

427,972

779,028

-

-

-

1,207,000

1,207,000

 

Transfer to/from retained earnings

-

-

(8,554)

-

 8,554 

-

-

 

Total contributions by and distributions to owners

427,972

779,028

(8,554)

-

 8,554

1,207,000

1,207,000

 

At 31 December 2022

 3,078,297

 18,632,040

 58,179

 (995,125)

 (14,504,409)

6,268,982 

 6,268,982

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022

 

Share capital

Share premium

Share scheme reserve

Foreign exchange reserve

Retained earnings

Total attributable to equity holders of parent

Total equity

 

 

£

£

£

£

£

£

£

 

At 1 January 2021

2,146,862

16,908,975 

180,229

(686,305)

(12,454,922)

6,094,839

6,094,839

 

Comprehensive income for the year

 

Loss for the year

-

-

-

-

(881,879)

(881,879)

(881,879) 

 

Other comprehensive income

-

-

-

 (130,361)

-

(130,361)

 (130,361)

 

Total comprehensive income for the year

-

-

-

 (130,361)

(881,879)

 (1,012,240)

 (1,012,240)

 

Contributions by and distributions to owners

 

Issue of share capital

503,463 

944,037 

 -

-

-

1,447,500 

1,447,500 

 

Transfer to/from retained earnings

-

-

 (113,496)

-

 113,496

-

-

 

Total contributions by and distributions to owners

503,463

944,037

(113,496)

-

113,496

1,447,500

1,447,500

 

At 31 December 2021

 2,650,325

 17,853,012

 66,733

 (816,666) 

(13,223,305)

 6,530,099

6,530,099

 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022

 

Share capital

Share premium

Share scheme reserve

Retained earnings

Total equity

 

 

£

£

£

£

£

 

At 1 January 2022

2,650,325

17,853,012 

66,733

(10,730,957)

9,839,113

 

Comprehensive income for the year

 

Loss for the year

-

-

-

 (1,205,625)

(1,205,625)

 

Total comprehensive income for the year

-

-

-

 (1,205,625)

(1,205,625)

 

Contributions by and distributions to owners

 

Issue of share capital

427,972 

779,028

-

 -

1,207,000

 

Share warrants exercised

-

-

 (8,554)

 8,554 

-

 

Total contributions by and distributions to owners

427,972

779,028

(8,554)

8,554 

1,207,000 

 

At 31 December 2022

3,078,297

18,632,040

58,179

 (11,928,028)

 9,840,488 

 

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2021

 

Share capital

Share premium

Share scheme reserve

Retained earnings

Total equity

 

 

£

£

£

£

£

 

At 1 January 2021

2,146,862

16,908,975 

180,229

(10,049,674) 

9,186,392

 

Comprehensive income for the year

 

Loss for the year

-

-

-

 (794,779)

(794,779)

 

Total comprehensive income for the year

-

-

-

 (794,779)

 (794,779)

 

Contributions by and distributions to owners

 

Issue of share capital

503,463

944,037 

-

 -

1,447,500 

 

Share warrants exercised

-

-

 (113,496)

 113,496

-

 

Total contributions by and distributions to owners

503,463

944,03

 (113,496)

113,496 

1,447,500

 

At 31 December 2021

2,650,325 

 17,853,012

 66,733

(10,730,957)

9,839,113

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022

 

2022

2021

Note

£

£

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Loss for the year

(1,289,658)

(881,879)

 

ADJUSTMENTS FOR

 

Depreciation of property, plant and equipment

 10

205

1,942

 

Impairment losses on intangible assets

 11

579,728

-

 

Impairment loss recognised on loans to associates

25,785

-

 

Finance income

 6

(14,592)

(94)

 

Gain on disposal of subsidiary undertaking

(6,762)

-

 

Net foreign exchange loss/(gain)

10,300 

(7,206) 

 

Income tax expense

-

46 

(694,994)

(887,191)

 

MOVEMENTS IN WORKING CAPITAL:

 

Increase in trade and other receivables

(38,025)

(45,174)

 

Increase/(decrease) in trade and other payables

25,305

(110,943)

 

CASH GENERATED FROM OPERATIONS

(707,714)

(1,043,308) 

 

NET CASH USED IN OPERATING ACTIVITIES 

 (707,714) 

 

(1,043,308)

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

Purchase of Australia exploration fixed assets

 11

(238,245)

(190,599)

 

Purchase of Pakistan project fixed assets

 11

(140,718)

(94,317)

 

Payments for investments in associates

 13

(668,782)

-

Issue of loans

 6

(184,929) 

-

Interest received

 6

14,592

94

NET CASH USED IN INVESTING ACTIVITIES 

(1,218,082) 

(284,822)

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

Issue of ordinary shares

 16

1,207,000

647,500

 

NET CASH FROM FINANCING ACTIVITIES

1,207,000

647,500

 

NET CASH DECREASE IN CASH AND CASH EQUIVALENTS

(718,796)

(680,630)

 

Cash and cash equivalents at the beginning of year

872,000 

1,554,424 

 

Exchange loss on cash and cash equivalents

(2,299)

(1,794) 

 

 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 25

 150,905

 872,000 

 

 

 

 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022

 

2022

2021

Note

£

£

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Loss for the year

(1,205,625)

(794,779)

 

ADJUSTMENTS FOR

 

Depreciation of property, plant and equipment

 10

 205

205

 

Amortisation of intangible fixed assets

 11

 313,229

-

 

Impairment loss recognised on other receivables

301,462

20,070

 

Forgiveness of other loan

 (804,516)

-

 

Finance income

 6

(66,938) 

(17,058) 

 

Loss on sale of discontinued operations, net of tax

804,516

-

 

Net foreign exchange loss/(gain)

47,944

(7,242)

(609,723) 

(798,804)

 

MOVEMENTS IN WORKING CAPITAL:

 

Increase in trade and other receivables

(665)

(6,173)

 

Decrease in trade and other payables

(733,801) 

(162,136)

 

Decrease in loans to subsidiaries

78,228

(365,704)

 

CASH GENERATED FROM OPERATIONS

(1,265,961)

(1,332,817)

 

NET CASH USED IN OPERATING ACTIVITIES 

(1,265,961)

(1,332,817)

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

Payments for investments in associates

(668,782)

-

 

Interest received

14,592

94

NET CASH (USED IN)/FROM INVESTING ACTIVITIES 

(654,190) 

 

94

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

Issue of ordinary shares

1,207,000

647,500

NET CASH FROM FINANCING ACTIVITIES

1,207,000

647,500 

 

NET CASH DECREASE IN CASH AND CASH EQUIVALENTS

(713,151) 

(685,223)

 

Cash and cash equivalents at the beginning of year

850,442

1,535,665

 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 25

 137,291

 850,442

 

 

 

 

1.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

 

 

STATUTORY INFORMATION

 

Oracle Power PLC is a public company, limited by shares and registered and domiciled in England and Wales. It is the ultimate holding company of the Oracle Power Plc Group. The Group is primarily involved in an energy project, based on the exploration and development of coal and building a mine‑mouth power plant in Pakistan. The Group also has two gold prospects in Western Australia and a green hydrogen project in Pakistan. The presentation currency of the financial statements is the Pound Sterling (£). The Company's registered number and registered office address can be found on the General Information page.

 

 

2. ACCOUNTING POLICIES

 

2.1

 

Going concern

 

During the year under review, the Group experienced net cash outflows from operating activities which it financed from existing cash resources held at the start of the year and cash received from the issue of new equity share capital. The Directors have considered the cash flow requirements of the Group over the next 12 months and believe that additional funding will be required to meet the Group's cash requirements over that period. Post year end in February 2023 and June 2023 the Company raised £500,000 and £363,000 supporting that cash requirement. This additional cash requirement creates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, the Directors expect to be able to meet the funding requirements for the Group to continue as a going concern for at least 12 months from the date of the approval of these financial statements, and consequently, the Directors consider it appropriate to adopt the going concern basis in the preparation of the financial statements.

 

2.2

 

Compliance with accounting standards

 

These financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to reporting groups under IFRS.The financial statements have been prepared under the historical cost convention.

 

2.3

 

Significant accounting judgements, estimates and assumptions

 

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for revenues and expenses during the year and the amounts reported for assets and liabilities at the statement of financial position date. However, the nature of estimation means that the actual outcomes could differ from those estimates.The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the measurement of any impairment on intangible assets and the estimation of share‑based payment costs.The principal risk and uncertainty of the intangible assets (exploration assets) is that the Group may not reach financial close - as disclosed in Note 11. The board have tested the intangible assets for impairment. For this test, the board considered market values of the assets (where applicable); results from technical and feasibility studies and reports; and the possibility of future project options available. Based on this, the board have concluded that no impairment provision is required other than for the Jundee East Tenement in Western Australia that has been determined to be uneconomic to develop further.The Group determines whether there is any impairment of intangible assets on an annual basis.At the balance sheet date, the intangible assets are carried forward at their cost of £5,603,024 (2021: £5,403,066) less impairment of £579,728.

 

2.4

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

Business acquisitions have been accounted for in accordance with IFRS 3, 'Business Combinations'. Fair values are attributed to the Group's share of net assets. Where the cost of acquisition exceeds the fair values attributed to such assets, the difference is treated as purchased goodwill and is capitalised.

 

2.5

 

Intangible assets

 

(i) Intangible fixed assets ‑ Australia exploration costs

 

Expenditure on the acquisition costs, exploration and evaluation of interests in licences, including related finance and administration costs, are capitalised. Such costs are carried forward in the statement of financial position under intangible assets and amortised over the minimum period of the expected commercial production of gold in respect of each area of interest where:a) such costs are expected to be recouped through successful development and exploration of the area of interest or alternatively by its sale;b) exploration activities have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active operations in relation to the areas are continuing.

An annual impairment review is carried out by the Directors when specific facts and circumstances indicate that an impairment test is required, such as:

 

(1) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

(2) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

(3) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such

activities in the specific area.

(4) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In any such case, or similar cases, the entity shall perform an impairment test in accordance with IAS 36. Any impairment loss is recognised as an expense in accordance with IAS 36

 

Australia exploration costs are carried at cost less any provision for impairment.

 

(ii) Intangible fixed assets ‑ Pakistan project costs

 

Expenditure on the Pakistan project to achieve final project approval prior to the start of mine operations including related finance and administration costs are capitalised. Such costs are carried forward in the statement of financial position under intangible assets and amortised over the minimum period of the expected commercial production of coal in respect of each area of interest.

 

The Pakistan project costs are tested annually for impairment by comparing the carrying amount to the recoverable amount Pakistan project costs are carried at cost less any provision for impairment.

 

2.6

 

Property, plant and equipment

 

Property, plant and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

 

Fixtures and fittings ‑ 15% on reducing balance Motor vehicles ‑ 20% on reducing balance Computer equipment ‑ 30% on reducing balance

 

2.7

 

Investments

 

Investments in subsidiaries are stated at cost. The investments are reviewed annually and any impairment is taken directly to the statement of profit or loss. Investments in subsidiaries are fully consolidated within the Group financial statements.

2.8

 

Investments in associates

 

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

 

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate exceeds the Group's interest in that associate or joint venture (which includes any long‑term interests that, in substance, form part of the Group's net investment in the associate, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

 

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate , any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

 

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

 

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or joint venture, or when the investment is classified as held for sale. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassified the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

 

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an associate. There is no remeasurement to fair value upon such changes in ownership interests.

 

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in the other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

 

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

 

2.9

 

Leasing

 

All leases held are either short‑term leases or are for low value assets. The rentals paid are charged to the statement of profit or loss on a straight-line basis over the period of the lease.

 

2.10

 

Foreign currency

 

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non‑monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non‑monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non‑controlling interests as appropriate).On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re‑attributed to non‑controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

 

2.11

 

Employee benefits

 

Retirement benefit costs and termination benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

 

2.12

 

Share‑based payments

 

Share‑based payment transactions of the Company

 

Where equity settled share warrants are awarded to employees, the fair value of the warrants at the date of grant is charged to the statement of profit or loss over the vesting period. Non‑market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of warrants that eventually vest. Market vesting conditions are factored into the fair value of all warrants granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.Where terms and conditions of warrants are modified before they vest, the increase in the fair value of the warrants, measured immediately before and after the modification, is also charged to the statement of profit or loss over the remaining vesting period.Where equity instruments are granted to persons other than employees, the statement of profit or loss is charged with the fair value of goods and services received.

 

2.13

 

Financial instruments

 

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 

Financial Assets:

 

The Group classifies its financial assets other than investments in subsidiaries and associates as financial assets at amortised cost, at fair value through other comprehensive income (FVOCI) or at fair value through profit or loss (FVTPL). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

A financial asset is measured at amortised cost if it is held within a business model whose objective is to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by collecting contractual cash flows and selling financial assets and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A financial asset is measured at FVTPL if it is not measured at amortised cost or at FVOCI.

 

All of the group financial assets are currently classified as at amortised cost.

 

Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost id reduced by impairment losses. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

 

Trade receivables, with standard payment terms of between 30 to 65 days, are recognised and carried at the lower of their original invoiced and recoverable amount.

 

A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on expected credit losses, and is re-measured annually with changes appearing in profit or loss. Where there has been a significant increase in credit risk of the financial instrument since initial recognition, the loss allowance is measured based on lifetime expected losses. In all other cases, the loss allowance is measured based on 12-month expected losses. For assets with a maturity of 12 months or less, including trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance.

 

The Group's financial assets are disclosed in notes 14 and 15.

 

Financial Liabilities:

 

The Group classifies its financial liabilities as at amortised cost or at FVTPL. A financial liability is measured at FVTPL if it is classified as held for trading, it is a derivative or it is designated as such on initial recognition, otherwise it is classified as at amortised cost.

 

All of the group financial liabilities are currently classified as at amortised cost.

 

Financial liabilities at amortised cost are subsequently measured at amortised cost using the effective interest method. They are classified as non-current when the payment falls due greater than 12 months after the year end date.

 

2.14

 

Cash and cash equivalents

 

Cash and cash equivalents for the purpose of the cash flow statement comprise cash and bank balances.

 

2.15

 

New Standards and Interpretations applied

 

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2022 that would be expected to have a material impact on the Group.

 

New and revised standards not yet effectiveCertain new accounting standards and interpretations have been issued but have not been applied by the Group in preparing these financial statements as they are not as yet effective. These standards are not expected to have a material impact on the Group in the current or future periods and on foreseeable future transactions.

 

 

3.

SEGMENT INFORMATION

 

Based on risks and returns, the Directors consider that the primary business reporting format is by business segment which are currently:

1) the principal activity of the Group which is an energy project, based on the exploration and development of coal mining and building a mine‑mouth power plant in Pakistan ("Pakistan Energy Project");

2) an investment in Western Australia for the exploration and future extraction of gold ("Australia Gold Project"); and

3) a green hydrogen project in Pakistan ("Pakistan Green Hydrogen Project"). 

 

The segments are not yet revenue generating and the primary financial reporting metrics are the value of intangible assets relating to the projects and total spend to date. The Pakistan Green Hydrogen Project is carried out through the Company's investment in associates which is not included in the analysis below.To‑date the Group has raised a total £23.2m and spent £18.0m on Thar Block VI and £0.5m on the Western Australia gold project net of impairment of £0.6m.

 

The following is an analysis of the Group's results by reportable segment in the year under review:

 

 

2022

2021

£

£

Pakistan Energy Project 

(9,318)

(5,277)

Australia Gold Project

 (630,945)
 (78,168)

Total

 (640,263)
 (83,445)

Central administration costs

(670,749)

(798,528)

Finance income

 14,592

94 

Other gains and losses 

 6,762

 -

Profit before tax

 (1,289,658)
 (881,879)

 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2. Segment profit represents the profit earned by each segment without allocation of the share of profits of associates and joint ventures, central administration costs including directors' salaries, finance income, non‑operating gains and losses in respect of financial instruments and finance costs, and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.

 

 

 

Segment assets

 

2022

2021

£

£

Pakistan Energy Project

4,529,390

4,593,369

Australia Gold Project

493,906

809,697

Total segment assets

 5,023,296
 5,403,066

Unallocated assets

3,885

5,856

Consolidated total assets

5,027,181

 5,408,922

 

For the purposes of monitoring segment performance and allocating resources between segments theGroup's Chief Executive monitors the tangible, intangible and financial assets attributable to eachsegment. All assets are allocated to reportable segments with the exception of investments in associates, and other financial assets.

 

 

 

Other segment information

 

Depreciation &

Amortisation

Additions to 

non‑current*

assets*

2022

2021

2022

2021

£

£

£

£

Pakistan Energy Project

1,133

1,737

140,718 

97,762

Australia Gold Project

-

-

238,225

186,919

1,133 

 1,737 

 378,943

284,681

 

\* The amounts exclude additions to financial instruments.

 

In addition to the depreciation and amortisation reported above, impairment losses of £579,727 (2021: £nil) were recognised in respect of non‑current assets. These impairment losses were all attributable to the Australia Gold Project.

 

 

25.

 

NOTES SUPPORTING STATEMENT OF CASH FLOWS

 

Group

 

 

2022

2021

£

£

 

Cash at bank available on demand

32,795

34,378

 

Short‑term deposits

118,110

837,622 

 

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF FINANCIAL POSITION 

150,905

872,000 

 

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS

150,905

872,000

 

 

Company

 

 

2022

2021

£

£

 

Cash at bank available on demand

19,181

12,820 

Short‑term deposits

118,110

837,622

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF FINANCIAL POSITION 

 

137,291 

 

850,442 

 CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS

137,291

 850,442

 

 

26.

RECONCILIATION OF CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

 

Group

Trade and other payables

Borrowings

Total 

£

£

£

Balance at 1 January 2021

 322,655

800,000

1,122,655

Cash flows

 (152,334)

-

(152,334)

Non‑cash changes

Issue of share capital

-

(800,000)

(800,000) 

 

Balance at 31 December 2021

170,321

-

170,321 

Cash flows

 32,713

-

32,713 

Balance at 31 December 2022

203,034

-

203,034

 

 

Company

 Trade and other payables

Borrowings 

Amounts owed to group undertakings

Total

£
£
£
£

Balance at 1 January 2021

 267,183

800,000 

804,716

1,871,899

Cash flows

(162,036)

 -

(100)

(162,136)

Non‑cash changes

Issue of share capital

 -

(800,000) 

 -

(800,000)

Balance at 31 December 2021

 105,147

-

804,616

909,763 

Cash flows

70,814

-

-

70,814

Forgiveness of debt

(804,616)

(804,616)

Balance at 31 December 2022

175,961

-

-

 175,961

 

 

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FR NKFBNDBKBAAB
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