The information contained within
this announcement is deemed by the Company to constitute inside
information pursuant to Article 7 of EU Regulation 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this
announcement via the Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Fulcrum
Metals plc / EPIC: FMET / Market: AIM / Sector: Mining
1 May 2024
Fulcrum Metals
plc
("Fulcrum" or the
"Company")
Final results for the year
ended 31 December 2023
Fulcrum Metals plc (LON: FMET), a
company focused on mineral exploration and development in Canada,
announces final results for the year ended 31 December
2023.
Corporate and Operational Highlights:
· Admission to trading on the AIM market of the London Stock
Exchange ("AIM") and fundraise of £3.0 million (before
expenses).
·
Conducted successful exploration programmes
across the Schreiber-Hemlo Gold Project, Ontario:
·
Exceptional gold in rock assays including 45g/t
Au, 37.4g/t Au and 33.6g/t Au.
·
Established a 3km high grade gold corridor with
multiple drill targets for testing and open to the North, East and
South.
·
Completed high quality airborne surveys
identifying an additional five high priority targets for
investigation.
·
Conducted successful exploration programmes
across Charlot-Neely and Fontaine Lake Uranium Projects in
Saskatchewan:
·
Identifed high grade uranium mineralisation and
new uranium trends.
·
Significantly increased the exploration footprint
of the uranium portfolio in Saskatchewan by 220% to over 59,000
hectares.
·
Raised £520,000 through the issue of convertible
loan notes to acquire the Tully Gold Project which has:
·
A historic gold resource of 107,000 ounces
Au.
·
Expansion potential in the world class Timmins
Porcupine Gold camp that has produced over 70 million ounces of
gold.
·
Took a strategic step toward lower
discovery-risk, nearer cash flow potential, tailings assets
through entering an option agreement to
acquire 100% of Teck-Hughes Gold Tailings Project in Ontario,
Canada.
·
Took significant first mover strategic steps in
Canada by entering advanced discussions with Extrakt Process
Solutions on using Extrakt's proven, environmentally friendly,
non-cyanide, technology which can process tailings from historical
mines.
Financial Highlights:
·
The Company generated no revenue during the
period but focussed on exploring and developing assets that the
Board believes will generate revenue for the Company in the
future.
·
For the year ended 31 December 2023 ("FY2023")
the Company reported a pre-tax loss of £1,714,423 (year ended 31 December
2022 ("FY2022"): pre-tax loss of £619,597).
·
The Company's net cash balance as at 31 December
2023 was £620,924 (FY2022: £96,985).
·
Basic loss per share of 0.037p (FY2022: loss of
0.072p per share).
Post Period Highlights:
·
*Entered into option agreement to divest uranium
projects to Terra Balcanica Resources Corp (CSE: TERA) for a
potential CA$3.3 million in cash and shares and CA$3.25 million in
exploration expenditures. Funds to be used by Fulcrum to accelerate
the Company's other projects.
·
Preliminary sampling programme completed at the
Teck-Hughes gold tailings project and testing started using
Extrakt's technology.
·
Entered into option agreement to acquire 100% of
the Sylvanite Gold Tailings Project, the fourth largest gold
producing mine in the Kirkland Lake Gold Camp, which:
o Produced approximately 1.6 million tonnes of gold between
1927 and 1961.
o Has an estimated 67,000 ounces of gold in the
tailings.
o Is within 3km of Teck Hughes, boosting the company's presence
in the area, creating a Kirkland Lake Gold Tailings hub and the
opportunity for synergizing costs and economies of
scale.
·
Appointed Jason Brewer, who has over 28 years'
experience in international mining, financial markets, and
investment banking as a strategic adviser to the
Company.
·
The Tully Gold project is now permitted and drill
ready for 2024.
·
Across the non-core Ontario projects potentially
significant copper and nickel exploration targets have been
identified.
*This is a non-binding agreement and sets out the intention
of both parties to enter into a definitive agreement on the terms
set out in the Company's announcement on 3 April 2023 ("LOI
Announcement"). There can be no guarantee that a definitive
agreement will be entered into nor that the terms will be the same
as set out the LOI Announcement.
Ryan Mee, Chief Executive Officer of Fulcrum,
commented:
"Whilst recognition of Fulcrum on the market has been
frustrating, I am delighted with our operational and exploration
achievements.
"Fulcrum started its life as a quoted company with multiple
highly prospective early-stage hard rock exploration projects, but
we have not been afraid of change. Quite the opposite, in
fact.
"At Fulcrum's core is a unique, driven, entrepreneurial
spirit that strives to create opportunity and success to reward
every shareholder. This is exemplified in our deal making, such as
the acquisition of the Tully Gold project and the sale of our
uranium assets for a significant return on investment. Fulcrum now
has an exciting hard rock exploration business, with two drill
ready gold projects in Big Bear and Tully, which are ready for
growth, discovery, and expansion alongside a carried investment in
the uranium portfolio we are in the process of disposing
of.
"I believe that a key differentiator for Fulcrum is the
development of a tailings business through key acquisition
agreements in Kirkland Lake which, essentially, creates a tailings
hub with an estimated 200,000 ounces of gold. The Directors of
Fulcrum believe this provides the Company with lower
exploration-risk assets, and the ability to turn them in to cash
generative assets through collaboration with Extrakt and their
disruptive, proven, tailings technology.
"Fulcrum's evolution has been significant since the Company's
admission to AIM and it continues at pace. The year ahead promises
to be an exciting period of growth for the
Company."
Qualified Person Statement
The technical information in this
announcement has been reviewed by Edward (Ed) Slowey, BSc, PGeo,
technical advisor to Fulcrum Metals Plc. Mr Slowey is a graduate
geologist with more than 40 years' relevant experience in mineral
exploration and mining and a founder member of the Institute of
Geologists of Ireland. Mr Slowey has sufficient experience relevant
to the style of mineralisation and type of deposit under
consideration and to the activity which has been undertaken to
qualify as a "Qualified Person" in accordance with the AIM Rules
Guidance Note for Mining and Oil & Gas Companies. Mr Slowey
consents to the inclusion in the announcement of the matters based
on their information in the form and context in which it
appears.
Technical Glossary
Au
|
Gold
|
Co
|
Cobalt
|
Cu
|
Copper
|
g/t
|
grams per metric tonne
|
NI 43-101 compliant
|
National Instrument 43-101
Standards of Disclosure for Mineral Projects is a securities
regulatory instrument that governs how companies can disclose
mining-related information in Canada.
|
ppm
|
Parts per million
|
U3O8
|
Triuranium octoxide, a compound of
uranium
|
Zn
|
Zinc
|
For
more information, please visit www.fulcrummetals.com
or contact the
following:
Fulcrum Metals plc
Ryan Mee, Chief Executive
Officer
|
Via St Brides Partners
Limited
|
Allenby Capital Limited (Nominated
Adviser)
Nick Athanas / George
Payne
|
+44 (0) 203 328
5656
|
Clear Capital Markets Limited
(Broker)
Bob Roberts
|
+44 (0) 203 869
6081
|
St Brides Partners Ltd (Financial
PR)
Ana Ribeiro / Paul
Dulieu
|
+44 (0) 207 236
1177
|
Chairman's
Statement
I am delighted to report on both
the operational successes and bold key strategic repositioning of
Fulcrum since its Initial Public Offering ("IPO") on AIM in
February 2023. The Directors of Fulcrum believe, that during this
time, Fulcrum has been transformed from a pure exploration company
to one that now heralds advanced drill ready gold projects, low
exploration risk gold tailings projects with the potential for near
term cash flow and the crystallisation of its uranium portfolio
into a carried interest.
2023 was a difficult year for
exploration companies and equity capital markets as a whole. It was
against that backdrop that the Board was delighted to be able to
bring Fulcrum to market for its shareholders. This was only
achieved through a great deal of hard work by the Company and its
advisers. It was a fantastic effort and an excellent
outcome.
When Fulcrum was admitted to
trading on AIM in February 2023, it had a portfolio of early-stage
exploration projects primarily focussed on gold in Ontario and
uranium in Saskatchewan. The Company purposely targeted these two
metals because of global financial instability and the expectation
that nuclear power will become a significant factor in the global
focus on clean energy. This focus has, so far, been validated with
both gold and uranium being amongst the best performing commodities
in terms of spot price rises over the past 12 months.
Since Fulcrum's first day of
dealings, the Company has diligently deployed the funds it raised
at IPO into exploration activities and expansion across its project
portfolio whilst remaining true to its strategy of focusing on
exploring, discovering, and scaling its properties to deliver
results and value for shareholders.
As such, our exploration efforts
have delivered great progress in both Ontario and
Saskatchewan.
At the Big Bear property in
Ontario, over the course of several exploration programmes we have
developed an exciting high grade gold corridor, with a strike
length of more than 3km and several rock samples in excess of 10g/t
up to 45g/t Au. The results exceeded our expectations at this
stage, with multiple drill targets generated, and this trend
remaining open for further discovery potential. The original drill
permits in place did not cover all of the drill targets, so the
Company applied for additional drill permits to cover all of the
planned drill targets, and a geophysical survey also identified
five additional high priority exploration targets which add to the
discovery potential in this emerging area.
In Saskatchewan, historical and
hyperspectral data compilation, along with helicopter supported
field exploration programmes at the Charlot-Neely and Fontaine Lake
uranium projects, delivered exciting high grade uranium samples and
new radioactive uranium trends which increased the prospectivity of
these projects. The success of the programmes and the anticipated
trend of increasing uranium demand and pricing encouraged the
Company to strategically expand its uranium portfolio to maximise
the likelihood of outside investment.
Through committed rigorous data
collection, the Company expanded its uranium footprint through cost
effective staking and acquisition which increased its portfolio
from two to four projects and a substantial 220% increase in
combined hectares. This strategic move proved to be successful and
has culminated in the Company entered into a non-binding agreement
to divest its uranium assets to Terra Balcanica Resources Corp.,
which was announced post the period end. The divestment, which is
subject to successful due diligence and both parties entering into a
definitive agreement, will provide Fulcrum with potentially up to
CA$3.3 million which is payable in cash and Terra Balcanica shares
over a four-year period and includes a commitment by Terra
Balcanica to spend CA$3.25 million on exploration subject to
certain criteria being met. This transaction maintains Fulcrum's
interest in the uranium sector without further dilution and,
importantly, will allow the Company to retain ongoing exposure to
the uranium market via a 1% net smelter return royalty agreement
which could prove increasingly valuable as these projects are
advanced.
In August 2023, Fulcrum bolstered
its Ontario gold project portfolio when it announced the
acquisition of the Tully Gold project in Timmins, Ontario. Tully
includes a NI 43-101 compliant (in accordance with the Canadian
Institute of Mining, Metallurgy and Petroleum definitions) resource
of 107,000 ounces of gold. It is located within 30km of several
multimillion ounce deposits in one of the best producing gold camps
globally and the Timmins-Porcupine gold camp has produced over 70
million ounces of gold. The acquisition was funded via a £520,000
fundraise through the issue of convertible loan notes which
included a subscription of £195,000 from certain directors of the
Company. As a result, Tully became the most advanced project in
Fulcrum's portfolio.
The Company has subsequently
completed a detailed core and data review at Tully which has
identified multiple drill targets to expand its understanding of
the project and a potential resource expansion. With drill permits
now in hand, Tully becomes Fulcrum's second drill permitted gold
project in Ontario. The timing of the drill permit approval,
combined with poor weather, has resulted in the Company postponing
its drill programme, but potential new opportunities have presented
themselves and are under review.
Fulcrum remained true to its
strategy by focusing on exploring, discovering, and scaling its
properties across Canada, with the intention of delivering results
and value for shareholders. This overarching goal expanded beyond
the Company's existing portfolio and saw Fulcrum enter into option
agreements to acquire two projects; the Teck-Hughes Gold Tailings
Project in November 2023 and, post period, the Sylvanite Gold
Tailings Project; both of which are in the Kirkland Lake Gold Camp,
one of the most productive gold camps in Canada.
Alongside this, the Company also
announced in November 2023 that it was in advanced discussions to
partner with Extrakt Process Solutions ("Extrakt"), a company that
is using innovative, proven, environmentally friendly, technology
to extract metals from tailings.
Gold tailings are a by-product of
the gold mining process which do have an economic value because of
their gold content that is usually well documented and based on
sampling and historic production, but in most instances never
realised. From an environmental perspective, tailings also
need to be managed and ultimately addressed, as they can present
environmental issues through the leaching of heavy metal elements
into surrounding areas and instability issues in dams constructed
with tailings caused by water ingress. As a result, the Ontario
government monitors and supervises over 400 privately owned tailing
dams and the Canadian Government's liability for cleaning up active
and historic mine waste is estimated to exceed CA$10
billion.
However, a Natural Resources
Canada report in 2019 estimated that in excess of CA$10 billion of
gold is present in Canadian tailings and Fulcrum believe that its
collaboration with Extrakt will enable it to convert its low
discovery-risk tailings opportunities into near term cash
generating assets. This will provide shareholders a faster route to
revenue generation and also enable Fulcrum to help start to address
the harmful impact that tailings can have on the
environment.
By divesting its uranium portfolio
and leveraging opportunities for its drill ready gold projects,
Fulcrum is able to direct its focus and resources on the exciting
tailings opportunity that Teck-Hughes and Sylvanite projects offer
and, potentially, more widely through the development of its
relationship with Extrakt and its partner Bechtel
Energy Technologies & Solutions,
Inc.
It has given me great pleasure in
writing this Chairman's statement and overseeing Fulcrum's very
successful and exciting evolution over the last 15
months.
I am confident in the potential
that Fulcrum offers as it continues to pursue a
sustainable growth strategy and innovative opportunities in the
Canadian mining sector.
Clive Garston
Independent Non-Executive
Chairman
Operational and Corporate Review
The Company remained committed to
its strategy of Explore, Discover and Scale. Throughout the
reporting period, Fulcrum has made significant headway in advancing
its portfolio projects, through the exploration and development of
assets in particular with now drill ready gold projects in Tully
and Big Bear at Schreiber-Hemlo, the uranium assets which are set
for divestment and the scaling of the gold tailings opportunity at
Kirkland Lake.
Ontario
Operationally, 2023 was a success
for Fulcrum as it advanced exploration programmes and airborne
surveys across a number of its projects.
Schreiber-Hemlo
In March 2023 the Company
announced a successful prospecting programme at Big Bear where 45
rock samples were collected for assay aimed at identifying
mineralised areas and structural trends, with rock sample results
including 45g/t, 37.4g/t and 33.6g/t gold.
This was followed by the
appointment of Prospectair Geosurveys in March 2023 to undertake
airborne geophysics exploration in which 250 new geophysical
anomalies were highlighted, and the results were incorporated with
previous magnetic and electromagnetic data over the full Big Bear
claim block. The results of this work identified five additional
high priority exploration targets for investigation, significantly
enhancing the prospectivity of the property.
During the summer of 2023, Fulcrum
undertook a Phase 2 exploration programme consisting of rock
sampling and detailed geological mapping across the
Schreiber-Pyramid area of the Big Bear property, followed by an
extended Phase 2 programme focussed on infill soil sampling of
areas with limited or no bedrock exposure. The results exceeded our
expectations having identified a 3km gold mineralised corridor with
four drill ready targets and five drill prospect targets which
require further development, and is open for further discovery to
the North, East and South. The Company is now planning an
exploration programme to progress the drill prospects to drill
ready, followed by a drilling campaign across multiple drill
targets to discover the potential of this newly identified gold
corridor, in addition to investigating the five high priority
exploration targets. The Company has commenced preparation for this
larger programme which includes a recent submission of additional
drill permits whilst reviewing funding options which may include
equity level financing.
Winston Lake
Carib Creek
Summer exploration consisted of a
soil sampling programme with 155 reconnaissance horizon B soil
samples collected returning strongly anomalous copper samples
outlining an exploration target for further investigation. Best
results included values up to 747ppm Cu, with 39 samples (25%)
reporting more than 50ppm Cu and anomalous zinc soil samples of up
to 236ppm Zn with 64 (41%) reporting more
than 50ppm Zn.
Table of selected anomalous samples
Sample
Number
|
Cobalt (Co)
ppm
|
Nickel (Ni)
ppm
|
Copper (Cu)
ppm
|
Zinc (Zn)
ppm
|
478373
|
6.00
|
10.10
|
114.00
|
32.20
|
478381
|
8.40
|
12.30
|
182.00
|
24.20
|
478384
|
12.30
|
19.50
|
294.00
|
26.30
|
478428
|
46.60
|
82.50
|
390.00
|
156.00
|
478431
|
89.80
|
70.50
|
747.00
|
117.00
|
478436
|
16.90
|
30.30
|
242.00
|
93.60
|
478437
|
25.10
|
37.80
|
191.00
|
236.00
|
478445
|
25.70
|
30.30
|
313.00
|
66.60
|
478446
|
80.20
|
57.50
|
554.00
|
104.00
|
478449
|
6.40
|
15.40
|
106.00
|
42.90
|
478452
|
1.90
|
6.70
|
107.00
|
14.20
|
478491
|
19.80
|
28.60
|
226.00
|
137.00
|
479003
|
19.90
|
25.90
|
224.00
|
47.50
|
Figure 1: Carib Creek - soil and rock sampling Cu assay
results map
Beavertrap
Although only minor exploration
work has been conducted at Beavertrap, the soil sampling results at
Carib Creek directed the Company to focus on the stronger, more
immediate, exploration potential in this project area. The Company
will, therefore, rationalise exploration expenditures and
concentrate on Carib Creek, whilst letting the Beavertrap project
area expire over the next 12 months. With the exploration
expenditure committed to date, this means that Fulcrum retains a
strong copper exploration target that requires no further
expenditure into 2026.
Figure 2: Winston Lake
project layout map
Dog Lake - Wawa
In the northern section of the
property, rock and soil sampling was undertaken to locate the
historical Anglehart and Gilbert gold occurrences, whilst rock
sampling was undertaken in the southern section of the property
targeting a magnetic anomaly for nickel.
The nickel exploration target in
the south of the property is related to mafic/ultramafic intrusive
rocks. Limited rock sampling programmes across 2022/23 returned
several strongly anomalous samples of up to 2,740ppm nickel (0.27%)
confirming mineralisation of the intrusive rocks (Figure 3) with
those over 1,000ppm nickel (0.1% ) listed in the table
below:
Programme
Year
|
Sample No.
|
Nickel PPM
|
2022
|
1101602
|
1,360
|
2022
|
1101603
|
1,480
|
2022
|
1101604
|
2,700
|
2022
|
1101605
|
2,040
|
|
|
|
2023
|
484944
|
2,740
|
2023
|
484945
|
1,400
|
2023
|
484756
|
1,350
|
Figure 3 - Nickel rock
sample assay results in the southern section of Dog
Lake
Gold exploration in the north has
not yielded results similar to the historical results reported for
the Anglehart and Gilbert occurrences. The company will, therefore,
rationalise exploration expenditures and let the northern project
area expire over the next 12 months. Exploration expenditures
committed to date means that Fulcrum retains a potentially
significant nickel exploration target that requires no further
expenditure into 2026.
Tocheri Lake - Dayohessarah
A Versatile Time
Domain Electromagnetics (VTEM)
airborne geophysical survey conducted over the Southwest corner of
the property in March 2023 identified a weak electromagnetic
conductor which may indicate buried mineralisation in addition to
several magnetic targets. Subsequent prospecting for rock samples
has proven to be sporadic and difficult due to significant
overburden cover. The Company will remain interested in the
southwestern portion of the property which adjoins to GT Resources
(formerly Palladium One) Tyco project and allow the remaining
portion of the property to expire. This allows the Company to focus
on the more prospective area and reduces required exploration
expenditures into 2026 whilst retaining our interest over the most
prospective part of the property along the borders of Tocheri
Lake.
Transactions
The Group undertook a number of
transactions during the period and post the period end, which
brought more advanced projects into its portfolio with nearer term
revenue generation potential.
The
Tully Gold Project
The acquisition of the Tully Gold
Project ("Tully" or "Tully Gold") was announced in August 2023 and
marked a significant milestone for the Company as Tully became its
most advanced gold exploration project with a 43-101 compliant
estimated resource of 107,000 ounces of gold capped at 70g/t Au.
The acquisition cost of CA$800,000 represents a cost of less than
US$6 per ounce.
Tully is located within the
world-class Timmins-Porcupine Gold Camp, with an established gold
resource, local infrastructure, and expansion opportunities through
drilling/infill drilling and re-interpretation of historical data
to confirm grade and continuity of mineralisation.
A drill core review programme
identified an immediate 7 drill locations to test and expand the
gold resource outside of the 600m long, 200-400-metre-deep deposit
defined to date. Contracting estimates suggests that the all-in
drill cost per metre to be highly cost effective in the range of
CA$270-290 per metre.
The company received drill permit
PR-23-000301 which was formally issued 30 January 2024 effective
for 3 years which included:-
-
Mechanised drilling off 11-15 pads
-
Creating any trails that may be required for
exploration
-
13 drill locations covering the ore body strike
length
As part of the Fulcrum due
diligence process at Tully a resampling program located 116
selected reject samples from previous drilling which were sent for
gold determination by photon assay and, of those, 23 samples were
sent for further metallic screen assay. The results of these assays
were then also compared to the historic fire assay sample results,
which confirmed that all three assay methods yielded broadly
similar results. The photon and fire assays are of similar costs
whilst metallic assays are substantially more expensive. The photon
assay method had significant time saving on producing assay
results, taking just 3 days compared to 6-8 weeks for fire assays.
An additional benefit of photon assays is that unlike fire assays,
the samples remain intact and are not destroyed so that they can be
re-used at a later date for further geological testing.
The timing of the drill permit
issuance and unusually warm weather on site resulted in less than
ideal ground conditions to conduct the planned winter drilling
campaign. The drilling programme will now be aimed for commencement
in late 2024.
Kirkland Lake Gold Tailings Projects
Fulcrum's wholly owned subsidiary
Fulcrum Metals (Canada) Ltd ("FMCL") entered into an option
agreement in November 2023 to acquire a 100% interest in the Teck
Hughes Gold Tailings project ("Teck-Hughes"), located
in Kirkland Lake, Ontario, Canada. Teck-Hughes historically
milled 9.5 million tonnes of ore to produce 3.7 million ounces of
gold and created 6.5 million tonnes of tailings estimated to
contain up to 138,460 ounces of gold.
Post period, the Company entered
into a second option agreement to acquire 100% of Sylvanite Gold
Tailings, ("Sylvanite") an ex-producing mine which is strategically
located 3km from the Teck-Hughes Gold Tailings project. Sylvanite
was the fourth largest gold producing mine in the Kirkland Lake
Gold Camp having milled 4.58 million tonnes of ore and produced
1.67 million ounces of gold between 1927 and 1961. Sylvanite has an
estimated 67,051 ounces of gold contained within its
tailings.
The estimated ounces of gold in
the tailings for both projects are not 43-101 compliant and
therefore are subject to verification by Fulcrum.
These acquisitions are part of a
shift by the Company to prioritise and invest in projects that can
be brought into production more quickly with minimal
investment.
Extrakt Process Solutions LLC
The success of most tailings
projects is dependent on the technology used to extract the
remaining resource. The Board of Fulcrum is in advanced discussions
with Extrakt Process Solutions LLC regarding the licensing of its
proprietary tailings technology. The technology is currently being
used in the first phase of testing at Teck-Hughes.
Saskatchewan Uranium Projects
During the year, Fulcrum conducted
a historical data compilation exercise on its properties just north
of the Athabasca Basin, which is the world's leading source of high-grade uranium and currently
supplies about 20% of the world's uranium. This exercise confirmed
high grade historical uranium samples of up to 6.2% U3O8 including
the commissioning of a hyperspectral data analysis on the
Charlot-Neely and Fontaine Lake uranium projects to further assist
exploration target generation. This was followed by a Phase 1 field
exploration campaign which identified high grade uranium
mineralisation of up to 0.8% U3O8 along with the discovery of new
uranium and radioactive trends. Based on bullish investor
sentiment around uranium and the exploration success, the
Charlot-Neely project was substantially increased in area, and the
Snowbird and South Pendleton projects were acquired and increased
in size through cost effective staking and an option agreement.
This strategic move increased the company's uranium footprint by
approximately 221% from 18,468 hectares (184.5km2) to 59,310
hectares (593.1km2) since listing.
On 3 April 2024, post the period
end, the Company announced the conditional sale of its uranium
projects to Terra Balcanica Resources Corp. ("Terra") (CNSX: TERA),
a mining explorer with projects in Bosnia and Herzegovina, and
Serbia. The divestment, once completed, will provide Fulcrum with a
potential up to CA$3.3 million in cash and equity, a significant
uplift on its original investment, and a 1% royalty on all claims
ensuring that the Company can continue to benefit from any future
upside. Importantly, and as part of the letter of intent announced
on 3 April 2024, Terra is committed to investing a minimum of
CA$3.25 million on the ground prior to the fourth anniversary of
the option agreement.
Despite challenging market
conditions in 2023, value to shareholders through the exploration
and scaling of our assets remains paramount. Fulcrum expects 2024
to bring further operational successes as it scales its assets and
develops its existing resources.
Consolidated Statement of Comprehensive
Income
Year ended 31 December 2023
|
Note
|
2023
£
|
2022
£
|
Turnover
|
|
-
|
-
|
Administrative expenses
|
2
|
(985,684)
|
(254,339)
|
Exceptional Item
|
5
|
(646,708)
|
(268,056)
|
Operating loss
|
2
|
(1,632,392)
|
(522,395)
|
Finance income
|
6
|
56,131
|
-
|
Finance costs
|
7
|
(138,162)
|
(97,202)
|
Loss before taxation
|
|
(1,714,423)
|
(619,597)
|
Tax on loss
|
8
|
-
|
-
|
Loss for the financial year
|
|
(1,714,423)
|
(619,597)
|
Foreign currency translation of
foreign subsidiaries
|
|
(7,514)
|
(9,169)
|
Total comprehensive loss for the year
|
|
(1,721,937)
|
(628,766)
|
Loss attributable to:
Continuing operations
|
|
(1,721,937)
|
(628,766)
|
|
|
(1,721,937)
|
(628,766)
|
|
|
|
|
Earnings per share
Basic and diluted loss per share
(pence per share)
|
9
|
(0.037)
|
(0.072)
|
All the activities of the company
are from continuing operations.
Consolidated Statement of Financial
Position
As
at 31 December 2023
|
Notes
|
2023
£
|
2022
£
|
Assets
Non-current assets
Exploration & evaluation
assets
|
10
|
3,883,651
|
651,489
|
Property, plant and equipment
|
11
|
1,040
|
1,592
|
Total Non-Current Assets
|
|
3,884,691
|
653,081
|
Current assets
Trade and other receivables
|
13
|
42,948
|
530,643
|
Cash and cash equivalents
|
14
|
620,924
|
96,985
|
Current liabilities
|
|
663,872
|
627,628
|
Trade and other payables
|
15
|
(134,941)
|
(659,805)
|
Net
current assets/(liabilities)
|
|
528,931
|
(32,177)
|
Total assets less current liabilities
|
|
4,413,622
|
620,904
|
Non-current liabilities
|
16
|
(732,651)
|
(100,000)
|
Net
assets
|
|
3,680,971
|
520,904
|
Capital and reserves
Called up share capital
|
22
|
499,609
|
190,992
|
Share premium account
|
22
|
5,367,516
|
710,200
|
Share option reserve
|
23
|
288,122
|
448,357
|
Other reserve
|
|
(134,678)
|
(161,445)
|
Foreign exchange translation
reserve
|
|
(16,683)
|
(9,169)
|
Retained earnings
|
|
(2,322,915)
|
(658,031)
|
Total equity
|
|
3,680,971
|
520,904
|
Consolidated Statement of Changes in Equity
Year ended 31 December 2023
|
Share capital
|
Share premium account
|
Share option reserve
|
Other reserves
|
Foreign exchange translation reserve
|
Retained earnings
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At
1 January 2022
|
-
|
-
|
133,420
|
-
-
|
-
-
|
(38,434)
|
94,986
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(619,597)
|
(619,597)
|
Foreign currency retranslation
|
-
|
-
|
-
|
-
|
(9,169)
|
-
|
(9,169)
|
Total comprehensive
|
|
|
|
|
|
|
|
loss for the year
|
-
|
-
|
-
|
-
|
(9,169)
|
(619,597)
|
(628,766)
|
Issue of shares
|
190,992
|
710,200
|
-
|
-
|
-
|
-
|
901,192
|
Issue of options and warrants
|
-
|
-
|
314,937
|
-
|
-
|
-
|
314,937
|
Merger reserve
|
-
|
-
|
-
|
(161,445)
|
-
|
-
|
(161,445)
|
At
31 December 2022
And
1 January 2023
|
190,992
|
710,200
|
448,357
|
(161,445)
|
(9,169)
|
(658,031)
|
520,904
|
Loss for the year
|
-
|
-
|
-
|
-
|
|
(1,714,423)
|
(1,714,423)
|
Foreign currency retranslation
|
-
|
-
|
-
|
-
|
(7,514)
|
-
|
(7,514)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
(7,514)
|
(1,714,423 )
|
(1,721,937)
|
Issue of shares
|
308,617
|
4,904,074
|
-
|
-
|
-
|
-
|
5,212,691
|
Equity component of convertible
debt
|
-
|
-
|
-
|
-
|
26,767
|
-
|
26,767
|
Issue of options and warrants
|
-
|
-
|
288,122
|
-
|
-
|
-
|
288,122
|
Cancellation of options and warrants
|
-
|
-
|
(448,357)
|
-
|
-
|
49,539
|
(398,818)
|
Cost of shares issued
|
-
|
(246,758)
|
-
|
-
|
-
|
-
|
(246,758)
|
At
31 December 2023
|
499,609
|
5,367,516
|
288,122
|
(134,678)
|
(16,683)
|
(2,322,915)
|
3,680,971
|
Share premium
Share premium is the amount
subscribed for share capital in excess of nominal value.
Share option reserve
Share option reserve represents the
valuation of warrants granted by the Group that have not yet been
exercised.
Other reserve
Other reserve represents all other
reserve balances, including the equity component of the Convertible
loan notes issued by the Group, and the Merger Reserve which
represents the difference between the nominal value of
consideration paid for shares acquired in entities under common
control and the nominal value of those shares.
Translation reserve
The translation reserve represents
foreign exchange differences arising from the translation of the
net assets of the Group's foreign operations from their functional
currency into the Company's functional currency, being Sterling,
including the translation of the profits and losses of such
operations from the average rate for the year to the closing rate
at the Balance Sheet date.
Retained earnings
Retained earnings are all other net
gains and losses and transactions with owners (e.g. dividends) not
recognised elsewhere.
Company Statement of Changes in Equity
Period from incorporation 10 October 2022 to 31 December
2023
|
Share
capital
|
Share premium
account
|
Share option
reserve
|
Other
reserves
|
Retained
earnings
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
At
10 October 2022
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
(1,628,448)
|
(1,628,448)
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(1,628,448)
|
(1,628,448)
|
Issue of shares
|
499,609
|
5,614,274
|
-
|
-
|
-
|
6,113,883
|
Issue of convertible debt
|
-
|
-
|
-
|
26,767
|
-
|
26,767
|
Issue of options, rights and
warrants
|
-
|
-
|
288,122
|
-
|
-
|
288,122
|
Cost of shares issued
|
-
|
(246,758)
|
-
|
-
|
-
|
(246,758)
|
At
31 December 2023
|
499,609
|
5,367,516
|
288,122
|
26,767
|
(1,628,448)
|
4,553,566
|
Share premium
Share premium is the amount
subscribed for share capital in excess of nominal value.
Share option reserve
Share option reserve represents the
valuation of warrants granted by the Group that have not yet been
exercised.
Other reserves
Other reserves represents the equity
component of the Convertible loan notes issued by the Group.
Retained earnings
Retained earnings are all other net
gains and losses and transactions with owners (e.g. dividends) not
recognised elsewhere
Consolidated Statement of Cash Flows
Year ended 31 December 2023
|
Note
|
2023
£
|
2022
£
|
Cash flows from operating activities
Loss for the financial year
|
|
(1,714,423)
|
(619,597)
|
Adjustments for:
Depreciation of property, plant
& equipment
|
|
520
|
530
|
Impairment of exploration and
evaluation assets
|
|
153,732
|
23,007
|
Finance income
|
6
|
(56,131)
|
-
|
Finance costs
|
7
|
138,162
|
97,202
|
Share option expense
|
|
45,594
|
-
|
Loss on exchange
|
|
7,605
|
-
|
Changes in:
Trade and other receivables
|
|
487,695
|
(527,017)
|
Trade and other payables
|
|
(447,110)
|
507,415
|
Movement on Directors' loan
|
|
-
|
100,000
|
Net
cash used in operating activities
|
|
(1,384,356)
|
(418,480)
|
Cash flows from investing activities
Purchase of property, plant &
equipment
|
|
-
|
(2,122)
|
Purchase of exploration and
evaluation assets
|
|
(1,321,053)
|
(424,679)
|
Net
cash used in investing activities
|
|
(1,321,053)
|
(426,801)
|
Cash flows from financing activities
Proceeds from an equity share
issue
|
|
2,900,000
|
338,010
|
Proceeds from issue of new
debt
|
|
520,000
|
453,463
|
Interest paid
|
7
|
(16,250)
|
-
|
Share issue costs
|
|
(174,000)
|
-
|
Net
cash from financing activities
|
|
3,229,750
|
791,473
|
Net
increase/(decrease) in cash and cash equivalents
|
|
524,341
|
(53,808)
|
Cash and cash equivalents at beginning of year
|
14
|
96,985
|
155,613
|
Exchange losses on cash and cash
equivalents
|
|
(402)
|
(4,840)
|
Cash and cash equivalents at end of year
|
14
|
620,924
|
96,985
|
Notes to the financial statements
Year ended 31 December 2023
1.
General information
The Company is a public limited
company, incorporated, domiciled, and registered in England and
Wales. The registered number is 14409193. The Company's registered
office and principal place of business is Unit 58, Basepoint
Business Centre Isidore Road, Bromsgrove Enterprise Park,
Bromsgrove, Worcestershire, B60 3ET, England.
Accounting policies
Basis of preparation
The financial statements have been
prepared on the historical cost basis. Where the carrying value of
assets and liabilities are calculated on a different basis, this is
disclosed in the relevant accounting policy. The accounting
policies have been applied consistently to all financial periods
presented in the Consolidated Financial Statements.
The Group and Parent Company
financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and their
interpretations issued by the International Accounting Standards
Board ("IASB") as adopted by the United Kingdom ("UK adopted IFRS")
insofar as these apply to the financial statements.
The UK adopted IFRS as applied by
the Group in the preparation of these financial statements are
those that were effective on or before 1 January 2023.
Basis of consolidation
The consolidated financial
statements include the results of Fulcrum Metals plc and its
subsidiary undertakings. The financial statements of all group
companies are adjusted, where necessary, to ensure the use of
consistent accounting policies.
The Group was formed after the
Company - prior to its IPO and listing on AIM - completed a share
for share transaction with Fulcrum Metals Limited. The Board has
taken the view that the most appropriate way to account for this in
line with IFRS is to deem the share for share exchange as a group
reconstruction. This has been accounted for under the basis of
merger accounting given that the ultimate ownership before and
after the transaction remained the same. There is currently no
specific guidance on accounting for group reconstructions such as
this transaction under IFRSs. In the absence of specific guidance,
entities should select an appropriate accounting policy and IFRS
permits the consideration of pronouncements of other
standard-setting bodies. This group reconstruction as scoped out of
IFRS 3 has therefore been accounted for using predecessor
accounting principles resulting in the following practical
effects;
I. The net assets of
the Company and the predecessor group, Fulcrum Metals Limited and
its subsidiary undertakings (the "Predecessor Group"), are combined
using existing book values, with adjustments made as necessary to
ensure that the same accounting policies are applied to the
calculation of the net assets of both entities;
II. No amount is
recognised as consideration for goodwill or negative
goodwill;
III. The consolidated
profit and loss account includes the profits or losses of the
company and the Predecessor Group for the entire period, regardless
of the date of the reconstruction, and the comparative amounts in
the consolidated financial statements are restated to the figures
presented by the Predecessor Group;
IV. The retained earnings
reserve includes the cumulative results of the Company and the
Predecessor Group, regardless of the date of the reconstruction,
and the comparative amounts in the statement of financial position
are restated to those presented by the Predecessor
Group.
Going concern
The Directors have prepared the
financial statements on the going concern basis which assumes that
the Group and Company will continue in operational existence for at
least twelve months from the date of the approval of these
financial statements as described below.
The Group generated a loss for the
financial year of £1,716,423 (2022: £619,597), net assets
of
£3,680,971 (2022: £520,904) and a
cash balance of £620,924 (2022: £96,985) at the statement of
financial position date.
In February 2023, Fulcrum Metals PLC
completed the process of an IPO onto the AIM market of the London
Stock Exchange and raised £3.0 million in connection with the
admission of the company to fund the new Group. Fulcrum Metals
Limited will be funded by the Parent Company Fulcrum Metals PLC
from the IPO fundraise.
The company met its financial costs
in the financial year ended 31st December 2023 by raising
additional finance via Convertible Loan Notes amounting to £520,000
at 31 July 2023 and the issue of shares amounting to £2,900,000
over the year. For a breakdown of issues of shares less transaction
costs and Warrants issued see note 22.
Funds are depleted as of April 2024
to a cash balance of £406,734 at 31 March 2024. The Directors are
actively considering the next steps in relation to securing further
funds to finance the Group and its projects moving
forward.
Having considered the risks and
uncertainties of the business, their projections for the future
performance of the Company, and the current uncertain economic
environment, the Directors have referred to that fact the Group
will require further financial resources to conduct its planned
exploration activities, meet its committed licence obligations and
cover its general operating costs over the next 12 months. This
represents a material uncertainty over going concern but as the
group conducted successful exploration programmes in different
projects and has confidence in securing further financial resources
, the Directors have a reasonable expectation that the Company will
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.
Functional and presentation currency
The consolidated financial
statements are presented in Pounds Sterling, which is the Group's
presentation currency. Items included in the financial statements
of the subsidiaries are measured using the currency of the primary
economic environment in which the entity operates (the 'functional
currency'). The functional currency of the group is Pound Sterling
and the functional currency of the Subsidiaries are Canadian Dollar
(CAD) and Euro (€).
Foreign Currency transactions are
translated into the functional currency using the exchange rate
prevailing at the dates of the transactions or valuation where such
items are re-measured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation
at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
Exploration and evaluation assets
Exploration and evaluation assets
represent the cost of acquisitions by the Group of rights and
licenses. All costs associated with the exploration and investment
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 and these assets are not amortised until
technical feasibility and commercial viability is
established.
Any deferred contingent
consideration payable in relation to acquisitions of licenses or
options under the exploration projects is recognised at fair value
at the acquisition date. Subsequent changes to the fair value of
the contingent consideration, which is deemed to be an asset or
liability, are recognised either in the profit and loss account or
in other comprehensive income, in accordance with IAS 39. Deferred
and contingent consideration amounts payable in the next or
subsequent financial years are discounted to present value with
year-on-year changes reflected in the profit and loss account.
Amounts payable based on the ultimate success of an exploration
project are only recognised when there is a legal obligation in
relation to the acquisition agreement, the amount can be reliably
estimated and there is a strong likelihood of the amount being
payable.
If an exploration project is
successful, the related expenditures will be transferred to mining
assets and amortised over the estimated life of the reserve. Where
a license is relinquished or a project abandoned, the related costs
are written off. The recoverability of all exploration and
development costs is dependent upon 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.
Exploration and evaluation assets
are assessed for impairment annually or when facts and
circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by
allocating exploration and evaluation assets to cash generating
units, which are based on specific projects or geographical areas.
IFRS 6 permits impairments of exploration and evaluation
expenditure to be reversed should the conditions which led to the
impairment improve. The Group continually monitors the position of
the projects capitalised and impaired.
Whenever the exploration for and
evaluation of mineral resources in cash generating units does not
lead to the discovery of commercially viable quantities of mineral
resources and the group has decided to discontinue such activities
of that unit, the associated expenditures are written off to the
income statement.
Trade and other receivables
Trade and other receivables are
carried at original invoice amount less provision made for
impairment of these receivables. A provision for impairment of
trade and other receivables is established when there is objective
evidence that the Group or Company will not be able to collect all
amounts due according to the original terms of the receivables. The
amount of the provision is the difference between the assets'
carrying amount and the recoverable amount. Provisions for
impairment of receivables are included in the income
statement.
Trade and other payables
Trade and other payables represent
liabilities for goods and services provided to the Group or Company
prior to the financial year, which are unpaid. Current liabilities
represent those amounts falling due within one year.
Equity instrument
An equity instrument is any contract
that evidences a residual interest in the assets of the Group after
deducting all its liabilities. Equity instruments issued by the
Group are recognised as the proceeds received, net of direct issue
costs.
The costs of an equity transaction
are accounted for as a deduction from equity to the extent they are
incremental costs directly attributable to the equity transaction
that would otherwise have been avoided.
The Company's Ordinary Shares are
classified as equity instruments and are shown within the share
capital and the share premium reserves.
Amortisation
Amortisation is calculated so as to
write off the cost of an asset, less its estimated residual value,
over the useful life of that asset as follows:
If there is an indication that there
has been a significant change in amortisation rate, useful life or
residual value of an intangible asset, the amortisation is revised
prospectively to reflect the new estimates.
Expenditure that does not meet the
above criteria is expensed as incurred.
Property, Plant & Equipment
Property, plant & equipment are
initially recorded at cost, and are subsequently stated at cost
less any accumulated depreciation and impairment losses.
Any property, plant & equipment
carried at revalued amounts are recorded at the fair value at the
date of revaluation less any subsequent accumulated depreciation
and subsequent accumulated impairment losses.
An increase in the carrying amount
of an asset as a result of a revaluation, is recognised in other
comprehensive income and accumulated in capital and reserves,
except to the extent it reverses a revaluation decrease of the same
asset previously recognised in profit or loss. A decrease in the
carrying amount of an asset as a result of revaluation is
recognised in other comprehensive income to the extent of any
previously recognised revaluation increase accumulated in capital
and reserves in respect of that asset. Where a revaluation decrease
exceeds the accumulated revaluation gains accumulated in capital
and reserves in respect of that asset, the excess shall be
recognised in profit or loss.
Depreciation
Depreciation is calculated so as to
write off the cost or valuation of an asset, less its residual
value, over the useful economic life of that asset as
follows:
Fittings fixtures and equipment
- 25% straight line
If there is an indication that there
has been a significant change in depreciation rate, useful life or
residual value of tangible assets, the depreciation is revised
prospectively to reflect the new estimates.
Investments
Shares in Group undertakings are
held at cost less impairment provisions. Impairments occur where
the recoverable value of the investment is less than its carrying
value. The recoverable value of the investment is the higher of its
fair value less costs to sell and value in use. Value In Use is
based on the discounted future net cash flows of the
investee.
Impairment
A review for indicators of
impairment is carried out at each reporting date, with the
recoverable amount being estimated where such indicators exist.
Where the carrying value exceeds the recoverable amount, the asset
is impaired accordingly. Prior impairments are also reviewed for
possible reversal at each reporting date.
When it is not possible to estimate
the recoverable amount of an individual asset, an estimate is made
of the recoverable amount of the cash-generating unit to which the
asset belongs. The cash-generating unit is the smallest
identifiable group of assets that includes the asset and generates
cash inflows that are largely independent of the cash inflows from
other assets or groups of assets.
Exploration and evaluation assets
are reviewed regularly for indicators of impairment and costs are
written off where circumstances indicate that the carrying value
might not be recoverable. In such circumstances, the exploration
and evaluation asset is allocated to development and production
assets within the same cash generating unit and tested for
impairment. Any such impairment arising is recognised in the income
statement for the period. Where there are no development and
production assets, the impaired costs of exploration and evaluation
are charged immediately to the income statement.
Financial instruments
Financial Assets
I.
Classification
The Group classifies its financial
assets in the following categories: at amortised cost including
trade receivables and other financial assets at amortised cost, at
fair value through other comprehensive income and at fair value
through profit or loss, loans and receivables, and
available-for-sale. The classification depends on the purpose for
which the financial assets were acquired. Management determines the
classification of its financial assets at initial
recognition.
II. Recognition and
measurement
Trade and other receivables are
recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The
group holds the trade and other receivables with the objective of
collecting the contractual cash flows, and so it measures them
subsequently at amortised cost using the effective interest
method.
The group classifies its financial
assets as at amortised cost only if both of the following criteria
are met:
·
the asset is held within a business model whose
objective is to collect the contractual cash flows; and
·
the contractual terms give rise to cash flows
that are solely payments of principal and interest.
III. Impairment of
financial assets
The Group recognises an allowance
for expected credit losses (ECLs) for all debt instruments not held
at fair value through profit or loss. ECLs are based on the
difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective
interest rate effective interest rate (EIR). The expected cash
flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual
terms. ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
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.
The Group considers a financial asset in default when contractual
payments are 90 days past due. However, in certain cases, the Group
may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial
asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past
due for more than one year and not subject to enforcement
activity.
At each reporting date, the Group
assesses whether financial assets carried at amortised cost are
credit impaired. A financial asset is credit-impaired when one or
more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred.
IV. Derecognition
The Group derecognises a financial
asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset
to another entity. On derecognition of a financial asset measured
at amortised cost, the difference between the asset's carrying
amount and the sum of the consideration received and receivable is
recognised in profit or loss. This is the same treatment for a
financial asset measured at FVTPL.
Financial liabilities
Financial liabilities are
classified, at initial recognition, as financial liabilities at
fair value through profit or loss, loans and borrowings, payables,
or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. 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.
Subsequent measurement
The measurement of financial
liabilities depends on their classification, as described
below:
Trade and other payables
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.
Amortised cost is calculated by
considering any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of profit or loss and
other comprehensive income.
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.
Cash and Cash Equivalents
Cash and cash equivalents comprise
cash at bank and in hand.
Share Capital, share premium and share option
reserves
Ordinary shares are classified as
equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity, as a deduction, net of tax,
from the proceeds provided there is sufficient premium available.
Should sufficient premium not be available placing costs are
recognised in the Income Statement.
Share option reserve consist of the
proceeds on issue of the convertible loan note allocated to the
equity component and warrant options awarded by the
group.
Warrants
The Group classifies instruments
issued as financial liabilities or equity instruments in accordance
with the substance of the contractual terms of the
instruments.
Taxation
Current tax assets and liabilities
are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates and laws that are
enacted or substantively enacted by the reporting date.
Deferred tax is recognised on all
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements,
with the following exceptions:
·
In respect of taxable temporary differences
associated with investments in subsidiaries, where the timing of
the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the
foreseeable future; and
·
Deferred tax assets are recognised only to the
extent that it is probable that taxable profit will be available
against which the deductible temporary differences, carried forward
tax credits or tax losses can be utilised.
·
Deferred tax assets and liabilities are measured
on an undiscounted basis at the tax rates that are expected to
apply when the related asset is realised or liability is settled,
based on tax rates or laws enacted or substantively enacted at the
reporting date.
·
The carrying amount of deferred tax assets is
reviewed at each reporting date. Deferred tax assets and
liabilities are offset only if certain criteria are met. Income tax
is charged or credited to other comprehensive income if it relates
to items that are charged or credited to other comprehensive
income. Similarly, income tax is charged or credited directly to
equity if it relates to items that are credited or charged directly
to equity. Otherwise, income tax is recognised.
Changes in accounting policies
New standards, interpretation and
amendments that are effective for the first time for the financial
year beginning 1 January 2023
IFRS 4
|
Amendments regarding the expiry
date of the deferral approach IFRS 17 Insurance
contracts
|
IFRS 17
|
Amendments regarding comparative
information for initial application of IFRS 17 and IFRS
9
|
IAS 1
|
Amendments regarding disclosure of
accounting policies
|
IAS 8
|
Amendments regarding the definition
of accounting estimates
|
IAS 12
|
Amendments resulting from deferred
tax assets and liabilities arising from a simple
transaction
|
New standards, interpretations and
amendments effective from 1 January 2024:
At the date of authorisation of
these financial statements, certain new standards, amendments and
interpretations to existing standards have been published by the
IASB and adopted by the EU but are not yet effective and have not
been adopted early by the Group. Management anticipates that all of
the relevant pronouncements will be adopted in the Group's
accounting policies for the first period beginning after the
effective date of the pronouncement. Information on new standards,
amendments and interpretations that are expected to be relevant to
the Group's financial statements is provided below. Certain other
new standards and interpretations have been issued but are not
expected to have a material impact on the Group's financial
statements.
IFRS 16
|
Amendments to clarify
seller-lessee subsequently measured sale and leaseback transactions.
|
IFRS S1
|
General Requirements for
Disclosure of Sustainability-related Financial
Information
|
IFRS S2
|
Climate-related
Disclosures
|
IFRS 7
|
Amendments regarding supplier
finance arrangements
|
IAS 1
|
Amendments regarding to the
classification of liabilities with covenants as either current or
non-current.
|
IAS 7
|
Amendments regarding supplier
finance arrangements
|
Judgements and key sources of estimation
uncertainty
The preparation of the Group
Financial Statements in conformity with IFRSs requires Management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amount of expenses during the year. Actual results may
vary from the estimates used to produce these Financial
Statements.
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such
estimates and assumptions include, but are not limited
to:
Impairment of exploration and evaluation
costs
Exploration and evaluation costs
have a carrying value at 31 December 2023 of £3,883,651 (31
December 2022 : £651,489 ): refer to Note 10 for more information.
The Group has a right to renew exploration permits and the asset is
only depreciated once extraction of the resource commences.
Management tests annually whether exploration projects have future
economic value in accordance with the accounting policy stated in
the exploration and evaluation assets accounting policy.
Each exploration project is subject
to an annual review by either a consultant or senior company
geologist to determine if the exploration results returned during
the year warrant further exploration expenditure and have the
potential to result in an economic discovery. This review takes
into consideration the expected costs of extraction, long term
metal prices, anticipated resource volumes and supply and demand
outlook. In the event that a project does not represent an economic
exploration target and results indicate there is no additional
upside, a decision will be made to discontinue
exploration.
The directors concluded that an
impairment charge of £153,732 (2022: £23,930) was required as at 31
December 2023. See Note 10 for the directors'
assessment.
Valuation of convertible loan notes
The Group's convertible loan notes
are classified as compound financial instruments as at 31 December
2023. Compound financial instruments require the company to assess
the fair value of their debt component with reference to open
market interest rates for comparable debt excluding any equity
components. This requires judgment as to the applicable open market
interest rates.
Valuation of warrants
The Group has made awards of
warrants issued to shareholders as part of their subscription for
shares and to suppliers for various services received.
The valuation of these options and
warrants involves making a number of critical estimates relating to
price volatility, future dividend yields, expected life of the
options and forfeiture rates. These assumptions have been described
in more detail in Note 19.
2.
Operating loss
Operating loss is stated after
charging/(crediting):
|
2023
|
2022
|
|
£
|
£
|
Depreciation of property, plant
& equipment
|
520
|
510
|
Impairment of exploration and
evaluation assets
|
153,732
|
23,930
|
Foreign exchange differences
|
66,673
|
12,031
|
Auditors' remuneration (note 3)
|
112,018
|
54,330
|
Staff Costs (note 4)
|
200,868
|
23,020
|
3.
Auditors remuneration
|
2023
|
|
2022
|
|
|
|
|
|
£
|
|
£
|
Fees payable to the Company's
auditor for the audit of the Group and Company accounts
|
35,000
|
|
-
|
Fees payable to the auditor of the
component Company's accounts
|
12,018
|
|
54,330
|
Total audit fees
|
47,018
|
|
54,330
|
Fees payable to the Company's
auditor for acting as reporting accountant
|
65,000
|
|
-
|
Total non-audit fees
|
65,000
|
|
-
|
4.
Employees
The average number of persons
employed by the company during the year, including the directors
was 5 (2022: 4)
See Note 26 for directors'
remuneration and key management compensation.
The aggregate payroll costs incurred
during the year were:
|
2023
|
2022
|
|
£
|
£
|
Wages and salaries
|
191,037
|
20,816
|
Social security costs
|
9,831
|
2,204
|
|
200,868
|
23,020
|
5.
Exceptional items
|
2023
|
2022
|
|
£
|
£
|
Exceptional items
|
646,708
|
268,056
|
These are legal and professional
costs incurred relating to the Company's admission to AIM.
6.
Finance income
|
2023
|
2022
|
|
£
|
£
|
Other interest receivable and
similar income
|
56,131
|
-
|
The finance income is related to the
fair value movement on Convertible Loan Notes.
7
Finance costs
|
2023
|
2022
|
|
£
|
£
|
Warrants granted
|
95,785
|
35,204
|
Convertible loan note related
costs
|
42,377
|
61,998
|
|
138,162
|
97,202
|
8.
Tax on loss
Tax
on loss
|
2023
£
-
|
|
2022
£
-
|
Reconciliation of tax expense
The tax assessed on the loss for the
year is higher than (2022: higher than) the effective rate of
corporation tax in the UK of 23.50% (2022: 19.00% Standard
Rate).
|
2023
|
2022
|
|
£
|
£
|
Loss before taxation
|
(1,714,423)
|
(619,597)
|
|
|
|
Loss multiplied by rate of tax
(23.50% (2022: 19%))
|
(402,889)
|
(117,723)
|
|
|
|
|
|
|
Unrelieved tax losses
|
188,547
|
62,873
|
Exceptional items
|
(141,262)
|
-
|
Share based payments
|
(33,224)
|
-
|
Impairment Provision
|
(36,127)
|
-
|
Effect of expenses not deductible
for tax purposes
|
(3,819)
|
54,850
|
Tax on loss
|
-
|
-
|
The standard rate of UK Corporation
tax increased from 19% to 25% on 1 April 2023.
The Group has incurred tax losses
for the year. The amount of the unutilised tax losses has not been
recognised in the financial statements as the recovery of this
benefit is dependent on future profitability, the timing of which
cannot be reasonably foreseen. The estimated unrecognised deferred
tax asset at year end is £178,000 (2022: NIL).
9. Earnings per share
Group basic loss per
share
|
2023
|
2022
|
Basic loss per share from
continuing operations (pence per share)
|
(0.037)
|
(0.072)
|
The loss and weighted average number
of shares used in the calculation of basic loss per share are as
follows:
|
2023
£
|
2022
£
|
Loss for the year attributable to
the Group
|
(1,714,423)
|
(619,597)
|
Weighted average number of ordinary
shares in issue
|
No
46,104,782
|
No
8,617,944
|
Group diluted loss per share
|
|
|
Diluted loss per share from
continuing operations (pence per share)
|
(0.037)
|
(0.072)
|
The loss and weighted average number
of shares used in the calculation of diluted loss per share are as
follows:
|
2023
£
|
2022
£
|
Loss used in calculation of basic
loss per share
|
(1,714,423)
|
(619,597)
|
Weighted average number of ordinary
shares in issue (basic)
|
No
46,104,782
|
No
8,617,944
|
There is no difference between
diluted loss per share and basic loss per share due to the loss
position of the Group. Convertible loan notes and Warrants could
potentially dilute basic earnings per share in the future, but were
not included in the calculations of diluted earnings per share as
they are anti-dilutive for the year presented.
10.
Exploration and evaluation assets (Group)
Exploration and evaluation assets
include both internally generated and acquired assets. These are
measured at cost and have an indefinite asset life, for so long as
the underlying exploration licenses are held and maintained. Once
the pre-production phase has been entered into, the exploration and
evaluation assets will commence to be amortised.
Exploration & evaluation assets
£
Cost
|
|
At 1 January 2022
|
250,740
|
Additions
|
424,679
|
|
|
At 31 December 2022
|
675,419
|
|
|
Amortisation
|
|
At 1 January 2022
|
|
Impairment losses
|
23,930
|
At 31 December 2022
|
23,930
|
Carrying amount at 31 December
2022
|
651,489
|
Cost
|
|
At 1 January 2023
|
675,419
|
Additions
|
3,407,835
|
FX on opening asset
balances
|
-22,746
|
At 31 December 2023
|
4,060,508
|
Amortisation
|
|
At 1 January 2023
|
23,930
|
Impairment losses
|
153,732
|
FX on opening impairment
balances
|
-805
|
At 31 December 2023
|
176,857
|
Carrying amount
|
|
At 31 December 2023
|
3,883,651
|
At 31 December 2022
|
651,489
|
The impairment amounts noted above
relate to the following three properties:
BeaverTrap 100%
Impaired
Tocheri Lake
100% Impaired
Dog Lake
50% Impaired
The Directors have indicated that
all efforts will be focussed on the future expenditure on projects
which are not at early stage and are further along in the process.
In noting this, the Directors have advised that the above three
projects - named will be fully impaired in relation to Beaver Trap
and Tocheri Lake and the Dog Lake project will be impaired by 50%.
This impairment has been recorded in the accounts of the Group for
the year ended 31 December 2023.
During the year the Beaver Trap
project was advanced to determine if there was sufficient levels
found. The directors noted that this project had yielded poor
results with little found and therefore will allow the licence to
expire. On this basis the directors have indicated that this asset
should be fully impaired.
The directors note that the work
carried out at the Dog Lake project yielded poor results, The
exploration for gold across the northern claims has resulted in
poor outcomes and therefore the directors will allow the licences
to expire. The directors will keep the southern claims and submit a
further prospecting report. On this basis the directors have
determined that the Dog Lake project should be impaired by
50%.
The claim cells located at the
Tocheri Lake project yielded little results and the directors have
advised that they will allow the licence to expire, on this basis
the project will be terminated and the asset has been impaired by
100%.
Regarding the rest of projects, the
Directors have received no indication, from Geological tests that
would require them to consider an impairment charge to any of the
remaining mining claims. The carrying amount of each project is
shown below:
|
Cost
b/fwd
£
|
Additions
£
|
FX movement on cost
b/fwd
£
|
Total
impairment
£
|
Carrying
amount
£
|
Jackfish Lake (Ontario)
|
183,539
|
133,014
|
(6,181)
|
-
|
310,372
|
Dog Lake (Ontario)
|
63,717
|
29,417
|
(2,146)
|
(45,494)
|
45,494
|
Syenite Lake (Ontario)
|
31,777
|
36,686
|
(1,070)
|
-
|
67,393
|
Beavertrap (Ontario)
|
42,685
|
885
|
(1,437)
|
(42,133)
|
-
|
Carib Creek (Ontario)
|
45,211
|
26,455
|
(1,523)
|
-
|
70,143
|
Tocheri Lake (Ontario)
|
49,538
|
41,360
|
(1,668)
|
(89,230)
|
-
|
Fontaine & Charlot Lake
(Saskatchewan)
|
70,633
|
70,928
|
(2,379)
|
-
|
139,182
|
Rongie Lake & Lost Lake
(Ontario)
|
82,363
|
701
|
(2,774)
|
-
|
80,290
|
South & North Neely Lake
(Saskatchewan)
|
105,956
|
79,325
|
(3,568)
|
-
|
181,713
|
Tully Gold Project (Ontario)
|
-
|
557,053
|
-
|
-
|
557,053
|
Charlot-Neely West (Saskatchewan)
|
-
|
3,868
|
-
|
-
|
3,868
|
South Pendleton (Saskatchewan)
|
-
|
5,945
|
-
|
-
|
5,945
|
Snowbird (Saskatchewan)
|
-
|
28,945
|
-
|
-
|
28,945
|
Teck-Hughes (Ontario)
|
-
|
222,158
|
-
|
-
|
222,158
|
Big Bear (Ontario)
|
-
|
2,171,095
|
-
|
-
|
2,171,095
|
|
675,419
|
3,407,835
|
(22,746)
|
(176,857)
|
3,883,651
|
Some of the licenses held by the
Group were due for renewal after the year end. Renewal applications
have been submitted and are presently pending. The Directors expect
that the renewals will be approved.
11.
Property, Plant & Equipment (Group)
Property, Plant & Equipment
(Group)
|
Fixtures, fittings and equipment £
|
Total
£
|
Cost
|
|
|
At 1 January 2022
|
-
|
-
|
Additions
|
2,122
|
2,122
|
At 31 December 2022
|
2,122
|
2,122
|
Depreciation
|
|
|
At 1 January 2022
|
-
|
-
|
Charge for the financial
year
|
530
|
530
|
At 31 December 2022
|
530
|
530
|
Carrying amount at 31 December
2022
|
1,592
|
1,592
|
Cost
|
|
|
At 1 January 2023
|
2,122
|
2,122
|
Other movements
|
(32)
|
(32)
|
At 31 December 2023
|
2,090
|
2,090
|
Depreciation
|
|
|
At 1 January 2023
|
530
|
530
|
Charge for the year
|
520
|
520
|
At 31 December 2023
|
1,050
|
1,050
|
Carrying amount
|
|
|
At 31 December 2023
|
1,040
|
1,040
|
At 31 December 2022
|
1,592
|
1,592
|
12.
Investments in subsidiaries
|
Company
|
Company
|
|
2023
|
2022
|
|
£
|
£
|
Carrying amount of investments in
subsidiaries
|
901,193
|
901,192
|
The movement within the year relate
to the addition of the £1 investment in Fulcrum Metals
No.2
(Canada) Limited
Investment in group undertakings is
stated at cost, which is the fair value of the consideration price,
less any impairment provision.
The interests in Group undertakings
of the Company are listed below:
Name of undertaking
|
Country of
registration
|
Class of
Share
|
Ownership
|
Nature of
business
|
Fulcrum Metals Limited
|
Ireland
|
Ordinary
|
100%
|
Group
administration
|
Fulcrum Metals No.2 (Canada)
Limited, Canada
|
Canada
|
Ordinary
|
100%
|
Mineral
exploration
|
Mineral exploration Fulcrum Metals
(Canada) Limited
|
Canada
|
Canada
|
100%*
|
Mineral
exploration
|
* Indirectly held by Fulcrum Metals
Limited
|
|
|
|
|
13.
Trade and other
receivables
|
2023
|
2022
|
2023
|
|
£
|
£
|
£
|
Amounts owed by group
undertakings
|
-
|
-
|
4,111,933
|
Prepayments and accrued
income
|
21,612
|
512,737
|
19,431
|
Other receivables
|
21,336
|
17,906
|
10,013
|
|
42,948
|
530,643
|
4,141,377
|
14.
Cash and cash
equivalents
|
Group 2023
|
Group 2022
|
Company
2023
|
|
£
|
£
|
£
|
Cash at bank and in hand
|
620,924
|
96,985
|
81,733
|
15.
Trade and other payables:
Current
|
Note
|
Group
2023
£
|
Company
2022
£
|
Company
2023
£
|
Convertible loan notes
|
18
|
-
|
113,366
|
-
|
Trade payables
|
|
48,237
|
139,501
|
14,602
|
Accruals
|
|
44,339
|
356,539
|
30,002
|
Social security and other
taxes
|
|
6,753
|
50,399
|
6,753
|
Deferred consideration
|
17
|
35,612
|
-
|
-
|
|
|
134,941
|
659,805
|
51,357
|
16.
Trade and other payables:
Non-current
|
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
|
Note
|
£
|
£
|
£
|
Deferred consideration
|
17
|
213,271
|
-
|
-
|
Director loan accounts
|
|
-
|
100,000
|
-
|
Convertible Loan Notes
|
18
|
519,380
|
-
|
519,380
|
|
|
732,651
|
100,000
|
519,380
|
17.
Deferred consideration
|
Group 2023
|
Group 2022
|
|
£
|
£
|
Current liabilities payable within 1
year
|
|
|
Amount due to Dunn Mining
|
35,612
|
-
|
|
35,612
|
-
|
|
|
-
|
Non-current liabilities
|
-
|
|
Amount due to Dunn Mining
|
-
|
|
Amount due in relation to
Teck-Hughes
|
213,271
|
-
|
|
213,271
|
-
|
On 24th November 2023 Fulcrum Metals
(Canada) Ltd agreed a deal with both Gary and Jonathan Dunn of Dunn
Mining to take an option on three further properties in the
Saskatchewan region to supplement its landholding in the area.
Consideration was CAD$5,000 upfront, with a further final payment
of CAD$60,000 on or before 30th June 2024.
On 24th November 2023 Fulcrum Metals
(Canada) Ltd agreed a deal with Teck-Hughes to take an option on a
property in the Ontario region to supplement its landholding in the
area. Consideration was CAD$15,000 upfront, future payment of
CAD$25,000 is contingent on receipt of the recovery permit, with
payments of CAD$250,000 per year for two consecutive years on the
anniversary of the receipt of this recovery permit.
The amounts payable over time have
been discounted to present value. Each year the liability is
increased by the interest rate used in the discounting calculation
with subsequent increases expensed to finance costs.
During the year ended 31 December
2023, payments of CAD$5,000 and CAD$15,000 were made to the
optionors Dunn Mining and Teck-Hughes.
18.
Convertible loan notes
The convertible loan notes (the
"2021 CLNs") were issued by Fulcrum Metals Limited ("FML") on 19
November 2021 at an issue price of £ 0.10 per note. The notes were
convertible into ordinary shares of FML at any time between the
date of issue of the notes and their settlement date. On 24
November 2022, the 2021 CLNs were converted into 2,339,829 shares
at £0.10 per share.
On 5 July 2022, 28 September 2022,
and 17 October 2022 FML issued CLNs to investors to raise funds of
£453,463 at a conversion price of 70% of the IPO share price (the
"2022 CLNs").
On 8 February 2023, the 2022 CLNs
issued by Fulcrum Metals Limited to investors were cancelled and
reissued in the name of Fulcrum Metals Plc, under a deed of
surrender and cancellation agreement which was entered into on 24
November 2022. Under this agreement the 2022 Loan notes were
cancelled and, in their place (and in consideration of the creation
of an inter-company debt of £453,463 owed by FML to Fulcrum Metals
plc), Fulcrum Metals plc issued £453,463 of new loan notes.
Subsequently, following the IPO onto the AIM market in London, the
CLN holders exercised their right to convert the loan notes to
share capital under the loan note agreement.
On 31 July 2023, Fulcrum Metals PLC
issued convertible loan notes (the "2023 CLNs) to investors to
raise funds of £520,000 at an issue price of £ 1.00 per note. The
notes are convertible into ordinary shares of the Company if the
trigger event conditions are met prior to the expiry date of 31
July 2025. The trigger event conditions will be met if the
volume-weighted average price (VWAP) is at or above 24p for five
consecutive Dealing Days. On the Conversion Date, the principal
amount of the Notes and all accrued but unpaid interest on such
principal amount up to the Conversion Date will convert into such
number of new fully paid Ordinary Shares, with the conversion price
of 18.5p.
Under the terms of these CLNs, the
notes accrue interest at 12% per annum compounded semi-annually on
30 June and 31 December, calculated on the basis of a 365-day year.
Interest shall accrue and be paid in arrears to the registered
noteholders on the Redemption Date or otherwise, prior to the
Redemption Date, shall be included as part of the balance to be
converted.
There are two scenarios where the
CLNs are converted. First at the discretion of the CLN holder at
any time prior to the Redemption Date, and secondly in the case of
the Trigger event occurring.
The net proceeds received from the
issue of the convertible loan notes have been split between the
financial liability element and an equity component, representing
the fair value of the embedded option to convert the financial
liability into equity of the Company, as follows:
Convertible loan notes
|
|
|
|
Group &
Company
|
Company
|
|
2023
|
2022
|
|
£
|
£
|
Opening Balance
|
-
|
235,933
|
Convertible loan notes
exercised
|
-
|
(235,933)
|
Proceeds of issue of convertible
loan notes
|
520,000
|
453,463
|
Net
proceeds from issue of convertible loan notes
|
520,000
|
453,463
|
Equity component
|
(26,767)
|
(398,817)
|
Amount classified as equity
|
(26,767)
|
(398,817)
|
Accrued Interest to 31 December 2023
|
26,157
|
-
|
Liability component due within one
year
|
|
|
|
-
|
113,366
|
|
|
|
Liability component due over one
year (including accrued interest)
|
519,380
|
-
|
Carrying amount of liability component at 31 December
2023
|
519,380
|
113,366
|
The table below reflects the
reconciliation of the £520,000 present value if the 15% discount
rate was applied, and we have presented a sensitivity analysis
showing the effect if there was a 2% variation on the discount rate
assumption.
Interest rate (%)
Present Value (£)
12%
520,000
13%
510,837
14%
501,914
15%
493,223
16%
484,756
17%
476,505
19.
Share-based payments
On 8 February 2023, 1,169,915
Investor Warrants and 119,649 Vendor Warrants which were originally
issued by Fulcrum Metals Limited were agreed to be reissued as
warrants in Fulcrum Metals Plc. The stock price at this date was
18.25p. These warrants have a two year exercise window from the
Admission Date (14 February 2023) and allow the holder to subscribe
for ordinary shares in the Company at an exercise price of £0.175
and £0.2625 respectively.
Warrants were issued to Panther
Metals Plc (Panther A & Panther B Warrants) as part
consideration for the purchase of Big Bear.
Panther A warrants were issued with
a maximum subscription price of £125,000 and exercise price at the
placing price of £0.175. On this basis this calculates a total of
714,286 warrants available. These are exercisable during the period
commencing on the date of Admission and ending on the second
anniversary of the date of submission.
Panther B warrants were also issued
with a maximum subscription price of £125,000 but with the exercise
price set at 150% of the Placing Pricing £0.2625. Accordingly, this
second tranche constitutes a total of 476,190 warrants available,
which are exercisable for a longer period up to the third
anniversary of the date of Admission.
In addition, on 8 February 2023,
Allenby Capital and Clear Capital were issued 623,240 and 994,286
warrants respectively, both with an exercise price at the placing
price of £0.175. These warrants have a 3 year exercise window from
the date of admission
On 6 August 2023, Fulcrum Metals plc
agreed to grant to Clear Capital a number of warrants over new
ordinary shares in the company 263,513 Ordinary Shares (being 15%
of £325,000), with a value of £48,750, exercisable at the warrant
holders option at any time in the 3 years following completion of
the placing.
Warrants
|
Exercise Price
£
|
Number of
Warrants
|
Expiry Date Value
per
|
Warrant
(£)
|
Fair Value
(£)
|
Investor Warrants
|
0.175
|
1,169,915
|
14/02/2025
|
0.065
|
76,577
|
Vendor Warrants
|
0.2625
|
119,649
|
14/02/2025
|
0.045
|
5,430
|
Panther A - Vendor
Warrants
|
0.175
|
714,286
|
14/02/2025
|
0.065
|
46,754
|
Panther B - Vendor
Warrants
|
0.2625
|
476,190
|
14/02/2026
|
0.057
|
27,250
|
Clear Capital Warrants
|
0.175
|
994,286
|
14/02/2026
|
0.073
|
72,738
|
Allenby Capital Warrants
|
0.175
|
623,240
|
14/02/2026
|
0.073
|
45,595
|
Clear Capital Warrants
|
0.185
|
263,513
|
06/08/2026
|
0.052
|
13,778
|
Total Warrants
|
4,361,079
|
|
|
|
288,122
|
|
|
|
|
|
|
|
|
Number
of Warrants
|
Weighted
average exercise price (£)
|
Weighted
average remaining life
|
|
|
|
|
|
|
|
Brought forward 1 January 2022
|
|
|
|
|
|
Granted
|
|
1,289,564
|
-
|
-
|
|
Brought forward 1 January 2023
|
|
1,289,564
|
0.2062
|
1 year
|
|
Granted
|
|
4,361,079
|
-
|
-
|
|
Cancelled
|
|
(1,289,564)
|
-
|
-
|
|
Carried forward 31 December 2023
|
|
4,361,079
|
0.1876
|
1.70 years
|
|
|
|
|
|
|
|
The Warrants were independently
valued at grant date, and subsequently audited. The Warrant values
have been estimated using a Binomial option model. This is an
appropriate model as the Warrants are exercisable at any point
within the prescribed 2-3 year period (i.e. not on a single
specific date) and are not subject to market conditions. The inputs
to the model included an expected volatility of 65% and a 0%
dividend yield. The risk-free interest rate was 3.67% for all
warrants except for Clear Capital warrants granted on the 6 August
2023, which incurred a 4.89% risk free interest rate.
20. Financial instruments Group
Financial assets per
Statement of Financial Position
|
31 December
2023
|
31 December
2022
|
|
Amortised
cost
£
|
|
FVTPL
£
|
|
Total
£
|
Amortised
cost
£
|
|
FVTPL
£
|
|
Total
£
|
Other receivables
|
2,286
|
|
-
|
|
2,286
|
|
|
-
|
|
|
Cash at bank and in hand
|
620,924
|
|
-
|
|
620,924
|
96,985
|
|
-
|
|
96,985
|
|
623,210
|
|
-
|
|
623,210
|
96,985
|
|
-
|
|
96,985
|
Financial liabilities per Statement of Financial
Position
31 December 2023
31 December
2022
|
Amortised
cost
£
|
|
FVTPL
£
|
|
Total
£
|
Amortised
cost
£
|
|
FVTPL
£
|
|
Total
£
|
Trade payables
|
48,237
|
|
-
|
|
48,237
|
139,501
|
|
-
|
|
139,501
|
Convertible loan notes
|
-
|
|
-
|
|
-
|
113,366
|
|
-
|
|
113,366
|
Accruals
|
44,339
|
|
-
|
|
44,339
|
336,539
|
|
-
|
|
336,539
|
|
92,576
|
|
-
|
|
92,576
|
589,406
|
|
-
|
|
589,406
|
Company
Financial assets per Statement of Financial
Position
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
|
|
Amortised
cost
|
|
FVTPL
|
Total
|
|
|
|
|
|
|
£
|
|
£
|
£
|
Amounts owed by group
undertakings
|
4,111,933
|
|
-
|
4,111,933
|
Other receivables
|
2,286
|
|
-
|
2,286
|
Cash at bank and in
hand
|
81,733
|
|
-
|
81,733
|
|
4,195,952
|
|
-
|
4,195,952
|
Financial liabilities per Statement of Financial
Position
|
|
|
|
31 December 2023
|
|
Amortised
cost
|
FVTPL
|
Total
|
|
£
|
£
|
£
|
Trade payables
|
14,602
|
-
|
14,602
|
Accruals
|
30,000
|
-
|
30,000
|
|
44,602
|
-
|
44,602
|
21. Financial risk management
The Group's operations expose it to
a variety of financial risks: market risk (including the effects of
changes in foreign currency exchange rates, interest rates and
commodity prices), credit risk and liquidity risk. The Board
approves the use of financial products to manage the Group's
exposure to fluctuations in foreign currency exchange rates and
interest rates.
(a)
Market
risk
Foreign exchange risk
It is Group policy to ensure that
foreign currency risk is managed wherever possible by matching
foreign currency income and expenditure.
Interest rate risk
The Group's interest rate risk
arises from cash deposits and interest-bearing
liabilities.
Given the level of average cash
balances held by the Group during the year, a 10 per cent increase
or decrease in average interest rates would have had an immaterial
effect on the loss for the year.
(b) Credit risk
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. The
Group's principal credit risk arises on cash and cash equivalents,
including deposits with banks. The cash and cash equivalents are
held with bank and financial institution counterparties, which are
rated BBB+ to AA- by Fitch Ratings.
The carrying amount of financial
assets represents the maximum credit exposure. An assessment of
whether an asset is impaired is made at least at each reporting
date.
(c) Liquidity
risk
The Board regularly reviews rolling
cash flow forecasts for the Group. Work programme obligations
related to the Group's licences will be financed by the raising of
new capital.
Based on current forecasts, the
Group plans to raise further capital to meet its future obligations
post year end.
There is no difference between the
carrying value and the contractually undiscounted cash flows for
financial liabilities. At 31 December 2023, all trade and other
payables were due within one year, with the exception of
Convertible Loan Notes.
Fair value of non-derivative
financial assets and financial liabilities
The Group's financial instruments
comprise cash, trade receivables and trade payables and therefore,
management believes that the carrying values of those financial
instruments approximate fair value.
The Group has categorised financial
instruments as being Level 2, that is, valued using inputs other
than quoted prices, that are observable either directly or
indirectly.
Capital management
The Group defines capital as
equity. The Group's objective when managing capital is to safeguard
its ability to continue as a going concern in order to provide
returns for the shareholders and to maintain an optimal capital
structure to reduce the cost of capital.
The Group regularly reviews its
capital structure on the basis of its expected capital requirements
in order to achieve the defined strategic objectives and manages
its capital accordingly.
22. Share capital
Issued, called up and fully paid
|
|
|
|
|
|
Number of Ordinary
shares
|
Share
Capital
|
Share
Premium
|
Total
|
|
|
£
|
£
|
£
|
On incorporation
|
2
|
0
|
|
-
|
Share for share exchange 24
November 2022
|
19,099,230
|
190,992
|
710,200
|
901,192
|
Share issue on AIM listing 14
February 2023
|
16,571,429
|
165,714
|
2,734,286
|
2,900,000
|
Share issue upon exercise of CLNs
14 February 2023
|
3,602,411
|
36,024
|
405,271
|
441,295
|
Share issue as consideration for
AIM listing fees 14 February 2023
|
42,857
|
429
|
7,072
|
7,501
|
Share issue as consideration for
Acquisition 14 February 2023
|
9,971,839
|
99,719
1
|
645,353
|
1,745,072
|
Issue of shares as repayment of
Director's Loans 14
|
|
|
|
|
February 2023
|
571,428
|
5,714
|
94,286
|
100,000
|
Issue of shares as finders fee 17
August 2023
|
101,749
|
1,017
|
17,806
|
18,823
|
Share issue costs
|
-
|
|
(174,000)
|
(174,000)
|
Broker and Nomad
Warrants
|
-
|
|
(72,758)
|
(72,758)
|
At 31 December 2023
|
49,960,943
|
499,609
|
5,367,516
|
5,867,125
|
On 10 October 2022, the Company
was incorporated with two ordinary shares of £0.01 each being
issued.
On 24 November 2022, the owners of
the entire issued share capital of FML (the "Transferors") each
entered into a Share Exchange Agreement with Fulcrum Metals plc and
FML, pursuant to which the Transferors transferred the FML Shares
held by each of them to Fulcrum Metals plc in return for
consideration of £901,191.83, which was satisfied by the issue and
allotment of 19,099,228 Ordinary Shares in the capital in Fulcrum
Metals plc to the Transferors (credited as fully paid).
On 8 February 2023, the Company
entered into an agreement with Clear Capital, on an equity
settlement basis, for the exchange of services. Per this agreement
the Company granted Clear Capital 994,286 warrants to subscribe for
994,286 Ordinary Shares at £0.175 per share.
On 8 February 2023, the Company
entered into an agreement with Allenby Capital, on an equity
settlement basis, for the exchange of services. Per this agreement
the Company granted Allenby Capital 623,240 warrants to subscribe
for 623,240 Ordinary Shares at £0.175 per share .
On 14 February 2023, the Company
completed a placing of 16,571,429 ordinary shares at a price
of
£0.175 per ordinary share raising
a total of £2,900,000.
On 14 February 2023, the Company
exercised the convertible loan notes by completing a placing of
3,602,411 ordinary shares at a price of £0.125 per ordinary
share.
On 14 February 2023, the Company
announced it had issued 42,857 ordinary shares at a price
of
£0.175, credited as fully paid, as
consideration for legal fees incurred in the AIM listing
process.
On 14 February 2023, the Company
announced it had issued 9,971,839 ordinary shares at a price
of
£0.175, credited as fully paid, as
consideration for 100% interest in and to the mineral claims
located in Ontario known as the Big Bear project and the license
pertaining to such claims.
On 14 February 2023, the Company
announced it had issued 571,428 ordinary shares at a price
of
£0.175, credited as fully paid, as
repayment of Director's Loans.
On 17 August 2023, the Company
announced it had issued 101,749 ordinary shares at a price
of
£0.185, credited as fully paid, as
consideration for finders fees.
23. Share option reserve
|
|
Group
|
Warrants
reserve
|
|
|
|
£
|
At 1 January 2023
|
448,357
|
Issued in the year
|
288,122
|
Interest accrued
|
-
|
Cancellation of options and
warrants
|
(448,357)
|
At 31 December 2023
|
288,122
|
|
|
Total Warrants Issued
|
288,122
|
24. Events after the end of the reporting
period
On 15 January 2024 the Company
announced a further update on its Saskatchewan based exploration
assets. Dahrouge Geological Consulting Limited ("Dahrouge"), an
Alberta-based group with wide experience in uranium project
exploration and evaluation, has completed 2023 year-end reports on
Fulcrum's Charlot-Neely and Fontaine Lake uranium properties which
detail results of the positive 2023 prospecting and sampling
programs carried out on both properties.
On 24 January 2024 the Company
announced the start of a strategic sampling programme at the
Teck-Hughes gold tailings project ("Teck-Hughes"), Canada. This
milestone marks a significant step forward as the Company enters
the first phase of a testing and study agreement with Extrakt
Process Solutions LLC ("Extrakt"), which moves the Company closer
to agreeing a licencing agreement with Extract. Extrakt is a
sustainable technology company using separation technology to
extract metals from tailings without the use of cyanide.
On 30 January 2024 the Company
announced that Fulcrum Metals (Canada) Ltd, has signed a
non-binding Letter of Intent (the "LOI") with TSX Venture Exchange
listed Global Energy Metals Corporation ("GEMC") for an option and
royalty agreement over the Company's Saskatchewan uranium
properties. Under the terms of the LOI, Fulcrum will receive, upon
the entering into of a definitive agreement, 5 million common
shares in GEMC. In addition, a further CAD$1million in cash and
shares in GEMC would become payable to Fulcrum should the option
agreement be exercised by GEMC in the two-year option period. In
return, GEMC would receive, upon exercise of the Option, a 19.9%
equity interest in both Fulcrum's owned uranium properties and the
uranium properties for which Fulcrum has options over (if and when
the options are exercised), consisting of the Charlot-Neely,
Fontaine Lake, Snowbird and South Pendleton projects.
On 3 April 2024 the Company
announced that it has entered into a non-binding Letter of Intent
("LOI") with Terra Balcanica Resources Corp. (CNSX: TERA) , a
mining explorer with projects in Bosnia and Herzegovina and Serbia.
Pursuant to the LOI, Terra, through an Option Agreement, will be
granted the option to acquire a 100% interest in Fulcrum's uranium
projects located in Saskatchewan, Canada.
On 10 April 2024 the Company
announced that Fulcrum Metals (Canada) Ltd has entered into an
option agreement to acquire a 100% interest in the Sylvanite Gold
Tailings project (Sylvanite), located in Kirkland Lake, Ontario,
Canada. Sylvanite, an ex-producing mine, is strategically located
3km from Fulcrum's Teck-Hughes Gold Tailings project, the Company's
first tailings investment (see announcement released on 30 November
2023) and significantly expands its footprint in the Kirkland Lake
Gold Camp, one of the most productive gold camps in
Canada.
The Directors are not aware of any
events or circumstances arising which had not been dealt with in
this Report which may have a significant impact on the
Company.
25 Related party transactions
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation. The Group has therefore elected not to
disclose transactions between the Company and its subsidiaries, as
permitted by IAS 24.
Directors' remuneration details
are contained within Note 26. During the year ended 31 December
2023 the following fees were paid to Directors' service
companies:
|
Year ended
31
December
|
Year ended
31
December
|
2023
|
2022
|
Company Name
|
Director
|
£
|
£
|
CoMo Investment
Solutions
|
Mitchell Smith
|
20,319
|
-
|
Clive Garston, a director and
shareholder of the company, provided consultancy services in the
amount of £Nil (2022: £5,322) to Fulcrum Metals (Ireland)
Limited.
The director loan accounts of both
Aidan O'Hara £NIL (2022: £50,000) and Ryan Mee £NIL
(2022:
£50,000) were converted to
Ordinary Shares on the date of IPO.
26
Key management personnel
Key management includes the
directors of the company, all members of the company management and
the company secretary. The compensation paid or payable to key
management for employee services is shown below:
|
Number
|
2023
|
|
2022
|
|
£
|
|
£
|
Ryan Mee
|
|
59,582
|
|
-
|
Aidan O'Hara
|
|
27,902
|
|
-
|
John Hamilton
|
|
26,690
|
|
20,816
|
Clive Garston
|
|
36,666
|
|
-
|
Mitchell Smith *
|
|
-
|
|
-
|
Alan Mooney
|
|
19,878
|
|
-
|
Salaries and other short-term employee
benefits
|
|
191,037
|
|
20,816
|
Number of key
management
|
|
5
|
|
5
|
The compensation above relates
wholly to the salaries of the Directors.
Directors hold an interest in the
Company's ordinary shares, convertible loan notes and share
warrants.
* Mitchell Smith is not paid
through a salary, but is paid via consultancy fees, see note
25.