Neo
Energy Metals plc / EPIC: NEO / Market: Main Market of the London
Stock Exchange
1 February 2024
Neo Energy Metals
plc
('NEO' or 'the
Company')
Audited Accounts for the 18
Months Ended 30 September 2023
Neo Energy Metals plc (formerly
Stranger Holdings PLC), the near term, low-cost uranium developer,
is pleased to announce that its audited accounts for the 18 months
ended 30 September 2023 (the "period") have been approved and
extracts are attached to this announcement. They are available in
full on the Company's website at https://neoenergymetals.com.
HIGHLIGHTS
· Focus during the period was on finalising the reverse
takeover ("RTO") transaction with Stranger Holdings to pave the way
for the successful listing of NEO Energy Metals ("NEO") on the
London Stock Exchange's main market.
· 22
June 2023: Secured committed equity funding of £3.5 million from Q
Global Commodities Group ('QGC'), one of South Africa's leading
independent commodity, mining, logistics and investment
funds.
o QGC's £3.5 million of equity funding was the minimum required
to complete the transaction, including obtaining approval of the
Prospectus relating to the transaction by the Financial Conduct
Authority ("FCA")
o Allowed the Company to seek to raise up to £1.4 million of
further equity funding through its UK based broker and advisors in
the UK and Kenya.
SUBSEQUENT EVENTS
· 2
October 2023: Prospectus approved by the FCA and published by the
Company in respect of:
o the proposed acquisition of up to a 70% interest in the
Henkries Uranium Deposit and Prospecting Right in the Republic of
South Africa;
o the issue of 1,070,601,468 Ordinary Shares in connection with
a placing and conversion of debt into equity;
o admission of 1,216,371,468 Ordinary Shares of £0.0001 par
each to the Official List (by way of Standard Listing under Chapter
14 of the Listing Rules) and to trading on the London Stock
Exchange's Main Market for listed securities; and
o The name of the Company was changed to Neo Energy Metals
PLC.
· 9
November 2023: Transaction completed with the Company's shares
re-admitted to trading on the London Stock Exchange under its new
name Neo Energy Metals PLC.
o Raised £4.9 million as part of the RTO process through a
Subscription for Shares and a Placing of Shares at 1.25 pence per
Ordinary Share.
o Board strengthened with the appointment of Jason Brewer
(Non-Executive Chairman), Sean Heathcote (Chief Executive Officer
& Director), and Jackline Muchai (Non-Executive
Director).
· 10
November 2023: Raised an additional £500,000 by way of a
Subscription at a price of 1.25 pence per Ordinary
Share.
CHAIRMAN'S STATEMENT
The 18 month period under review
was immensely busy as we worked towards finalising the reverse
takeover transaction with Stanger Holdings to pave the way for the
successful listing of NEO Energy Metals ("NEO") on the London Stock
Exchange's main market on 9 November 2023.
A significant milestone in this
process was securing a cornerstone investment of £3.5million in
June 2023 from Q Global Commodities Group ('QGC'), one of South
Africa's leading independent commodity, mining, logistics and
investment funds.
Led by Quinton Van de Burgh, a
highly successful South African entrepreneur with nearly two
decades of mining experience and a track record of developing over
47 projects, including two large-scale mining companies, this
marked QGC's inaugural investment in uranium. It was clear from the
outset that QGC's exemplary record in South Africa's mining sector
would be a huge benefit to the Company. It's firm commitment to
advancing green technologies and renewable energies, by the
ethical, sustainable, and responsible mining of critical metals
also means we have a cornerstone investor which shares NEO's ethos
and ambitions.
The support from QGC not only
played a pivotal role in advancing NEO's listing but also
facilitated an additional £1.4 million fundraising through our UK
brokers and clients of Gathoni Muchai Investments Limited, a mining
investment group based in East Africa. The cumulative £4.9 million
of funding is enabling NEO to accelerate the development of its
low-cost, near-term Henkries Uranium Project in the Northern Cape
Province of South Africa, with a development decision expected
within two years.
Following the successful reverse
takeover and NEO's admission to the main board London Stock
Exchange as its first uranium exploration company on 9 November
2023, we have initiated work to expand the Henkries Project's
Mineral Resource. Less than 10% of the prospective ground has been
fully tested, making the potential for new uranium discoveries
substantial. Additionally, we have commenced work to update the
positive feasibility study completed by Anglo American,
underscoring our commitment to fast-tracking production.
This strategic groundwork positions
NEO for future growth at an opportune time. The imperative to
enhance energy security and reduce emissions has bolstered the case
for nuclear energy. It is recognised as the cleanest, cheapest, and
safest form of mass power generation. With approximately 10% of
global power generation sourced from nuclear energy (rising up to
70% in advanced economies like France), and a significant portion
of new reactors under construction in Asia, the demand for uranium
is set to rise.
Meanwhile, with inventories
depleting and no new deposits coming into production, the need for
increased uranium mining is evident. This is reflected in the
uranium prices reaching a 17-year high, with rates hitting $106 a
pound in late January 2024, marking a significant increase over the
past few months.
NEO is well-positioned to
capitalise on this opportunity and that is thanks to the collective
efforts of many individuals, and the support and belief of both new
and existing shareholders. As we look ahead, we remain committed to
driving sustained growth, innovation, and value for our
stakeholders, and we appreciate the continued trust placed in
NEO.
Jason Brewer
Non-Executive Chairman
STATEMENT OF COMPREHENSIVE INCOME
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER
2023
|
|
Period
ended 30 September 2023
|
Year
ended 31 March 2022
|
|
Notes
|
£'000
|
£'000
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
Listing costs
|
5
|
(48)
|
(1)
|
Forgiveness of related party
loans
|
5
|
51
|
-
|
Administrative expenses
|
5
|
(936)
|
(457)
|
|
|
|
|
Operating loss
|
|
(933)
|
(458)
|
|
|
|
|
Investment income
|
5
|
48
|
13
|
Finance costs
|
5
|
(15)
|
(157)
|
|
|
|
|
Loss before taxation
|
|
(900)
|
(602)
|
|
|
|
|
Taxation
|
7
|
-
|
-
|
Loss for the year attributable to
the equity owners
|
|
(900)
|
(602)
|
|
|
|
|
Total comprehensive income
attributable to the equity owners
|
|
(900)
|
(602)
|
Basic and diluted (loss) per
share
|
8
|
(0.62
p)
|
(0.41
p)
|
The loss for the period is the same
as the total comprehensive income for the year attributable to the
owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
|
|
30
September 2023
|
|
31 March
2022
|
|
Notes
|
£'000
|
|
£'000
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
9
|
490
|
|
501
|
Cash and cash
equivalents
|
10
|
-
|
|
-
|
|
|
490
|
|
501
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
490
|
|
501
|
|
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
11
|
1,685
|
|
949
|
Borrowings
|
12
|
2,217
|
|
2,051
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
12
|
24
|
|
37
|
|
|
|
|
|
Total Liabilities
|
|
3,926
|
|
3,037
|
|
|
|
|
|
Equity attributable to equity holders of the
company
|
|
|
|
|
|
|
|
|
|
Share Capital - Ordinary
shares
|
13
|
145
|
|
145
|
Share Premium account
|
|
737
|
|
737
|
Accumulated Deficit
|
14
|
(4,318)
|
|
(3,418)
|
|
|
|
|
|
Total Equity
|
|
(3,436)
|
|
(2,536)
|
|
|
|
|
|
Total Equity and liabilities
|
|
490
|
|
501
|
|
|
|
|
|
|
|
|
|
| |
STATEMENT OF CASH FLOWS
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER
2023
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Cashflows from operating activities
|
|
|
|
|
Loss before tax
|
|
(900)
|
|
(602)
|
Add interest payable
|
|
15
|
|
157
|
Less interest receivable
|
|
(48)
|
|
(13)
|
(Increase)/decrease in
receivables
|
|
11
|
|
133
|
Increase in payables
|
|
942
|
|
500
|
|
|
|
|
|
Cash flow from operating activities
|
|
20
|
|
175
|
|
|
|
|
|
Cashflows from investing activities
|
|
|
|
|
Advance made for
investment
|
|
-
|
|
(12)
|
Amounts paid to related
parties
|
|
(39)
|
|
(36)
|
Interest received
|
|
48
|
|
13
|
Interest paid
|
|
(15)
|
|
(157)
|
Net cash (used in) investing activities
|
|
(6)
|
|
(192)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Bond cash receipts
|
|
-
|
|
19
|
Bank loan repayments
|
|
(14)
|
|
(2)
|
|
|
|
|
|
Net cash (used in)/from financing activities
|
|
(14)
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) in cash and cash equivalents
|
|
-
|
|
-
|
Cash and cash equivalents at the
beginning of the period
|
|
-
|
|
-
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
-
|
|
-
|
|
|
|
|
|
Represented by: Bank balances and
cash
|
|
-
|
|
-
|
STATEMENT OF CHANGES IN EQUITY
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER
2023
|
|
|
|
|
|
Share
capital
|
Share
premium
|
Accumulated
deficit
|
Total
equity
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
As
at 31 March 2021
|
|
145
|
737
|
(2,816)
|
(1,934)
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
(602)
|
(602)
|
|
|
|
|
|
|
As
at 31 March 2022
|
|
145
|
737
|
(3,418)
|
(2,536)
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
(900)
|
(900)
|
|
|
|
|
|
|
As
at 30 September 2023
|
|
145
|
737
|
(4,318)
|
(3,436)
|
|
|
|
|
|
|
|
|
|
|
|
| |
Share capital is the amount
subscribed for shares at nominal value.
Share premium represents amounts
subscribed for share capital in excess of nominal value.
Accumulated deficit represent the cumulative loss of the company
attributable to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE EIGHTEEN MONTH PERIOD TO 30 SEPTEMBER
2023
1 General information
Neo Energy Metals PLC (formally
Stranger Holdings PLC) ('the Company') following the RTO is now a
Uranium / Yellowcake mining and exploration company incorporated in
the United Kingdom. The address of the registered office is
disclosed on the company information page at the front of the
annual report. The Company is limited by shares and was
incorporated and registered in England on 22 October 2015 as a
private limited company and re-registered as a public limited
company on 14 November 2016.
2 Accounting
policies
2.1 Basis of Accounting
These financial statements of Neo
Energy Metals PLC (formally Stranger Holdings PLC) have been
prepared in accordance with UK adopted International Accounting
Standards and in accordance with the Companies Act 2006. The
financial statements have been prepared under the historical cost
convention.
The principal accounting policies
adopted are set out below. These policies have been
consistently applied.
The preparation of financial
statements in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's
accounting policies. The areas involving a higher degree of
judgment or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements are
disclosed in Note 3. The preparation of financial statements in
conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses. Although these estimates are based on management's
experience and knowledge of current events and actions, actual
results may ultimately differ from these estimates.
The estimates and underlying
assumptions are reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the period in which the
estimates are revised if the revision affects only that period or
in the period of the revision and future periods if the revision
affects both current and future periods.
Both the functional and
presentational currency in which the financial statements are
presented is GBP.
a) Going concern
These financial statements have
been prepared on the assumption that the Company is a going
concern. When assessing the foreseeable future, the Directors have
looked at a period of at least twelve months from the date of
approval of this report.
The RTO completed post year end on
8 November 2023 and substantial new funds have been raised;
together with a subscription agreement for funds to be subscribed
for in instalments up to £3.5million over the forecast period which
is considered sufficient for the Company to continue in operation
for at least a further 12 months and for the company to achieve its
plans as detailed in the prospectus available on
https://neoenergymetals.com.
Accordingly, the going concern basis has been adopted in preparing
the financial statements.
The loan notes shown in the balance
sheet of £2.017million are resolved as follows: Resolutions were
passed by the noteholders with regard to the redemption of these Series 2017-F2 Loan Notes In full by
way of the issue to the Noteholders of their pro rata entitlement
to shares in Neo Energy Metals PLC (formerly Stranger Holdings PLC)
at a rate of 15p per £1 at a price of 0.75p per share. (net of
costs)
There is no longer any cash
liability to the Company. The foregoing is now being implemented by
the issue of shares to the underlying loan note/bond holders
subsequent to the completion of the RTO on 8 November
2023.
b) New standards, amendments to standards
and interpretations
There were no new standards or
interpretations impacting the Company that have been adopted in the
annual financial statements for the year ended 30 September 2023,
and which have given rise to changes in the Company's accounting
policies.
c) Standards and interpretations in issue
but not yet effective or not yet relevant
At the date of authorisation of
these financial statements the following Standards and
Interpretations which have not been applied in these financial
statements were in issue but not yet effective:
|
|
Effective annual periods
beginning before or after
|
IAS 1
|
Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS Practice Statement 2);
|
1 January
2023
|
IAS 8
|
Amendments regarding the definition
of accounting estimates
|
1 January
2023
|
IAS 12
|
Amendments regarding deferred tax
on leases and decommissioning obligations
|
1 January
2023
|
IFRS 17
|
Amendments to address concerns and
implementation challenges that were identified after IFRS 17 was
published
|
1 January
2023
|
|
|
Effective annual periods
beginning before or after
|
IAS 1
|
Amendments to defer the effective
date of January 2020 amendments regarding the disclosure of
accounting policies
|
1 January
2023
|
IFRS 16
|
Leases (Amendment - Liability in a
Sale and Leaseback)
|
1 January
2024
|
IAS 1
|
Presentation of Financial
Statements (Amendment - classification of Liabilities as Current or
Non-current)
|
1 January
2024
|
IAS 1
|
Presentation of Financial
Statements (Amendment - Non-current Liabilities with
Covenants)
|
1 January
2024
|
The Company intends to adopt these
Standards for the respective financial years beginning after the
effective dates. The Directors do not anticipate the adoption of
any of these standards issued by IASB, but not yet effective, to
have a material impact on the financial statements of the
Company.
2.2 Segmental reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker,
who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
Board of Directors make strategic decisions. In the opinion of the directors, the Company has one class of
business, during the period being that of an investment company.
The Company's primary reporting format is determined by the
geographical segment according to the location of its
establishments. There is currently only one geographic reporting
segment, which is the UK. All costs are derived from the single
segment.
2.3 Financial assets and
liabilities
The Company classifies its
financial assets at fair value through profit or loss or as loans
and receivables and classifies its financial liabilities and other
financial liabilities at amortised cost. Management determines the
classification of its investments at initial recognition, A
financial asset or liability is measured initially at fair value.
At inception transaction costs that are directly attributable to
the acquisition or issue, for an item not at fair value through
profit or loss, is added to the fair value of the financial asset
and deducted from the fair value of the financial
liabilities.
Loans and
receivables
Loans and receivables are
non-derivative financial assets with fixed or determined payments
that are not quoted on an active market. They arise when the
Company provides money, goods or services directly to a debtor with
no intention of trading the receivable. Loans are recognised when
funds are advanced to the recipient. Loan sand receivables are
carried at amortised cost using the effective interest method (see
below).
Other financial liabilities
Other financial liabilities are
non-derivative financial liabilities with fixed or determined
payments. Other financial liabilities are recognised when cash is
received from a depositor. Other financial liabilities are carried
at amortised cost using the effective interest method. The fair
value of the other liabilities repayable on demand is assumed to be
the amount payable on demand at the statement of financial position
date.
Derecognition
Financial assets are derecognised
when the rights to receive cash flows from the financial assets
have expired or where the Company has transferred substantially all
the risks and rewards of ownership. In transactions in which the
Company neither retains nor transfers substantially all the risks
and rewards of ownership of a financial asset and retains control
over the asset, the Company continues to recognise the asset to the
extent of its continuing involvement, determined by the extent to
which it is exposed to changes in the value of the transferred
asset. There have not been any instances where assets have only
been partly derecognised. The Company derecognises a financial
liability when its contractual obligations are discharged,
cancelled or expired.
Amortised cost measurement
The amortised cost of a financial
asset or financial liability is the amount at which the financial
asset or liability is measured at initial recognition, minus
principal payments, plus or minus the cumulative amortisation using
the effective interest method of any differences between the
initial amount recognised and maturity amount, minus any reduction
to impairment.
Fair value measurement
Fair value is the amount for which
an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm's length transaction on
the measurement date. The fair value of assets and liabilities in
active markets are based on current bid and offer prices
respectively. If the market is not active the Company establishes
fair value by using other financial liabilities appropriate
valuation techniques. These include the use of recent arm's length
transactions, reference to other instruments that are substantially
the same for which market observable prices exist, net of present
value and discounted cash flow analysis.
Cash and cash equivalents
Cash and cash equivalents comprise
cash at bank and in hand, and other short-term highly liquid
investments with original maturities of three months or
less.
2.4 Borrowings
Borrowings are recognised initially
at fair value, net of transactions costs incurred.
Borrowings are subsequently carried
at amortised cost: any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the
effective interest method.
Fees paid on the establishment of
the loan facilities are recognised as transaction costs of the loan
to the extent that it is probable that some or all of the facility
will be drawn down. In this case, the fee is deferred until the
draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the
fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it
relates.
Borrowing costs
All other borrowing costs are
recognised in the profit or loss in the period in which they are
incurred.
2.5 Share capital
Ordinary shares are classified as
equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
2.6 Taxation
Income tax expense represents the
sum of the tax currently payable and deferred tax.
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from net
profit as reported in the statement of comprehensive income because
it excludes items of income and expense that are taxable or
deductible in other years, and it further excludes items that are
never taxable or deductible. The Company's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting
period.
Deferred tax is recognised on
temporary differences between the carrying amount of assets and
liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable
temporary differences.
Deferred tax assets are generally
recognised for all deductible temporary differences to the extent
that it is probable that taxable profits will be available against
which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
The carrying amount of deferred tax
assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered.
Deferred tax assets and liabilities
are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised. The
measurement of deferred tax assets and liabilities reflects the tax
consequences that would follow from the manner in which the Company
expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
Current or deferred tax for the
year is recognised in profit or loss, except when it relates to
items that are recognised in other comprehensive income or directly
in equity, in which case the current and deferred tax is also
recognised in other comprehensive income or directly in equity
respectively. Where current tax or deferred tax arises from the
initial accounting for a business combination, the tax effect is
included in the accounting for the business combination.
2.7 Interest receivable
Interest receivable consists of
interest received or receivable in the reporting period and may
consist of both bank interest and non-bank interest.
2.8 Interest payable
Interest payable consists of
interest received or receivable in the reporting period and may
consist of both bank interest and non-bank interest.
3 Critical accounting
estimates and judgments
The company makes certain
judgements and estimates which affect the reported amount of assets
and liabilities. Critical judgements and the assumptions used in
calculating estimates 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. Management used such judgments during the period in
relation to determining the value of the bonds and convertible loan
notes.
4 Financial risk
management
The company's activities may expose
it to some financial risks. The company's overall risk management
programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the company's
financial performance.
a) Liquidity and cash
flow risk
Liquidity risk is the risk that
company will encounter difficulty in meeting obligations associated
with financial liabilities. The responsibility for liquidity risks
management rest with the Board of Directors, which has established
appropriate liquidity risk management framework for the management
of the company's short term and long-term funding risks management
requirements. The company manages liquidity risks by maintaining
good relationships with their lenders and by continuously
monitoring forecast and actual cash flows,
|
Less than 1
year
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
|
£'000
|
£'000
|
£'000
|
£'000
|
As
at 30 September 2023
|
|
|
|
|
|
|
|
|
|
Borrowings (excluding finance lease
liabilities)
|
2,217
|
10
|
14
|
-
|
Trade and other payables
|
1,684
|
-
|
-
|
-
|
|
|
|
|
|
As
at 31 March 2022
|
|
|
|
|
|
|
|
|
|
Borrowings (excluding finance lease
liabilities)
|
2,051
|
10
|
27
|
-
|
Trade and other payables
|
949
|
-
|
-
|
-
|
Please also see Note 16.
5 Operating profit,
expenses by nature and personnel
|
Period
ended
30 September
2023
|
Year ended
31 March
2022
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
Operating profit is stated after
charging:
|
|
|
|
|
Directors fees (note 6)
|
|
298
|
|
144
|
Legal and professional
fees
|
|
104
|
|
20
|
Listing costs
|
|
48
|
|
1
|
Accountancy fees
|
|
183
|
|
20
|
Audit fees
|
|
70
|
|
33
|
Bad debt provision
|
|
53
|
|
-
|
Consultancy & advisory
fees
|
|
157
|
|
4
|
Write-off of bond transaction
costs
|
|
(51)
|
|
-
|
Other administrative
expenses
|
|
74
|
|
181
|
Total administrative expenses
|
|
936
|
|
423
|
In addition to the above operating
cost analysis, the company incurred finance costs of £15,000 (2022:
£191,000) which were made up of bank and non-bank interest payable
as well as bond interest payable.
Investment income stated of £48,000
(2022: £13,000) includes interest receivable by the company. Audit
fees stated (excluding VAT) are £50,000 in 2023 (2022:
£29,000).
6
Personnel
The average monthly number of
employees during the period consisted of the two directors (2022:
two).
There were no benefits, emoluments
or remuneration payable during the period for key management
personnel, except £298,314 (inclusive of VAT) in fees disclosed in
Note 5 (2022: £144,000 inclusive of VAT in fees). The fees paid are
also detailed in Note 18 as a related party transaction.
The highest paid directors are both
Charles Tatnall and James Longley with fees of £149,157 each
including VAT.
7
Taxation
|
Period
ended
30 September
2023
|
|
Year ended
31 March
2022
|
|
£'000
|
|
£'000
|
|
|
|
|
Total current tax
|
-
|
|
-
|
|
|
|
|
Factors affecting the tax charge for the
period
|
(900)
|
|
(432)
|
Loss on ordinary activities before
taxation
|
|
|
|
Tax adjustments
|
-
|
|
-
|
|
(900)
|
|
(432)
|
|
|
|
|
(Loss) on ordinary activities before
taxation multiplied by standard rate of UK corporation tax of 25%
(2022: 19%)
|
(225)
|
|
(82)
|
Effects of:
|
|
|
|
Non-deductible expenses
|
-
|
|
-
|
Tax losses carried
forward
|
225
|
|
82
|
Current tax charge for the period
|
-
|
|
-
|
No liability to UK corporation tax
arose on ordinary activities for the current period (2022:
£nil).
The company has estimated excess
management expenses of £3,309,000
(2022: £2,409,000)
available for carry forward against future trading
profits.
The effects of the trading loss for
the year has resulted in a deferred tax asset of approximately
£584,000 (2022: £359,000) which has not
been recognised in the financial statements due to the uncertainty
of the recoverability of the amount.
8 Earnings per
share
|
Period
ended 30
September
2023
|
|
Year ended
31 March
2022
|
Basic earnings/(loss) per share is
calculated by dividing the loss from continuing operations
attributable to equity shareholders by the weighted average number
of ordinary shares in issue during the period:
|
|
|
|
|
|
|
|
Loss after tax attributable to
equity holders of the company (£'000)
|
(900)
|
|
(602)
|
Weighted average number of ordinary
shares
|
145,770,000
|
|
145,770,000
|
|
|
|
|
Basic and diluted loss per
share
|
(0.62p)
|
|
(0.41p)
|
In 2019, the company issued
convertible loan notes with a nominal value of £190,000 which can
be converted into shares at a rate between 0.55p/share and
1.25p/share resulting in potentially dilutive shares of 24,363,636.
As the company is loss making these would be considered
antidilutive.
9 Trade and other
receivables
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Other receivables
|
|
483
|
|
488
|
Prepayments
|
|
4
|
|
1
|
Other debtors
|
|
3
|
|
12
|
|
|
490
|
|
501
|
Other receivables include amounts
due from Recyclus Group of £399,000 2022: £404,000). The Recyclus
loan of £399,000 was received after the year end.
There are no material differences
between the fair value of trade and other receivables and their
carrying value at the year end.
No receivables (except Recyclus)
were past due or impaired at the year-end. In respect of the
Recyclus debt, legal proceedings continue to recover monies owed.
The balance was past due and £399,000 has subsequently been
received post year end and an additional sum is being sought and
because of uncertainty of its recoverability that balance had been
impaired
10 Cash and cash
equivalents
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Cash at bank
|
-
|
|
-
|
|
-
|
|
-
|
11 Trade and other
payables
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
|
|
|
|
Trade and other payables
|
1,363
|
|
442
|
Accruals
|
322
|
|
507
|
|
1,685
|
|
949
|
12 Borrowings
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Current borrowings
|
|
|
|
Convertible loan notes
|
190
|
|
190
|
Bank loan
|
10
|
|
11
|
Loan facility
|
2,017
|
|
1,853
|
Unamortised finance
costs
|
-
|
|
(3)
|
Total current borrowings
|
2,217
|
|
2,051
|
|
|
|
|
Non-current borrowings
|
|
|
|
Loan facility
|
-
|
|
-
|
Unamortised finance
costs
|
-
|
|
-
|
Bank loan
|
24
|
|
37
|
Total non-current borrowings
|
24
|
|
37
|
|
|
|
|
Total borrowings
|
2,241
|
|
2,088
|
A bank loan was received in 2020
for £50,000. The loan is repayable over 6 years, is unsecured and
attracts interest at 2.5% per annum.
A number of convertible loan notes
were issued in 2019 and 2020, with a total nominal value of
£190,000.
Convertible loan notes of £90,000,
bear interest at 10% per annum, are convertible at 0.75p per share
and can convert at any time but are fully repayable upon the
completion or fall through of the planned reverse
take-over.
Convertible loan notes of £100,000,
are non-interest bearing, are convertible at 0.75p per share and
can convert at any time but are fully repayable upon the completion
or fall through of the planned reverse take-over which has taken
place since the year end and the loans have been swapped for equity
in Neo Energy Metals PLC.
The loan notes shown in the balance
sheet of £2.017million are resolved as follows: Resolutions were
passed by the noteholders with regard to the redemption of these Series 2017-F2 Loan Notes In full by
way of the issue to the Noteholders of their pro rata entitlement
to shares in Neo Energy Metals PLC (formerly Stranger Holdings PLC)
at a rate of 15p per £1 at a price of 0.75p per share. (net of
costs)
There is no longer any cash
liability to the Company. The foregoing is now being implemented by
the issue of shares to the underlying loan note/bond holders
subsequent to the completion of the RTO on 8 November
2023.
13 Share capital
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Allotted, called up and fully paid
|
|
|
|
145,770,000 Ordinary shares of
£0.001 each
|
145
|
|
145
|
|
145
|
|
145
|
During the period the company had
no share transactions.
The ordinary shares have attached
to them full voting, dividend and capital distribution (including
on winding up) right; they do not confer any rights of
redemption.
Share Premium
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
|
|
|
|
Opening balance
|
737
|
|
737
|
|
|
|
|
Closing balance
|
737
|
|
737
|
14 Accumulated
deficit
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
At start of period
|
(3,418)
|
|
(2,816)
|
Profit/(loss) for the
period
|
(900)
|
|
(602)
|
At
end of period
|
(4,318)
|
|
(3,418)
|
15 Contingent liabilities
The company has no contingent
liabilities in respect of legal claims or other known claims
arising from the company's activities.
16 Financial instruments
|
Period ended 30 September
2023
£000
|
|
Year ended 31 March
2022
£000
|
Categories of financial
instruments
|
|
|
|
Financial assets
|
|
|
|
Trade and other
receivables
|
490
|
|
501
|
Cash and cash
equivalents
|
-
|
|
-
|
|
490
|
|
501
|
Financial liabilities at amortised cost:
|
|
|
|
Convertible loan notes
|
190
|
|
105
|
Bank loan
|
34
|
|
48
|
Non-bank loan facility
|
2,017
|
|
1,806
|
|
2,241
|
|
2,088
|
a) Interest rate
risk
The Company holds quoted debt
securities at fixed rates of interest and is therefore exposed to
interest rate risk. The impact of an increase or decrease on
interest rates of 100 basis points on cash and deposits, based on
the closing balance sheet position over a 12-month period, is
considered immaterial.
Based on cash balances as above as
at the statement of financial position date, a rise in interest
rates of 1% would not have a material impact on the profit and loss
of the Company and such is not disclosed.
In relation to sensitivity
analysis, there was no material difference to disclosures made on
financial assets and liabilities.
b) Credit risk
No receivables were past due or
impaired at the period end, except for the Recyclus debt. In
respect of the Recyclus debt, £399,000 has been received post
period end, however legal proceedings continue to recover interest
owed, see note 9. The Company had no long term receivables at the
period end (2022: Nil).
c) Capital risk
management
The Company defines capital as the
total equity of the Company. The Company's objectives when managing
capital are to safeguard the Company's ability to continue as a
going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
d) Fair value of financial assets
and liabilities
There are no material differences
between the fair value of the Company's financial assets and
liabilities and their carrying values in the financial
statements.
17 Directors salaries, fees and Related
parties
1) Salaries paid to
Directors
Charles Tatnall
£Nil (2022: £Nil)
James Longley
£Nil (2022: £Nil)
2) Consultancy fees of
£149,157 (2022: £72,000) were charged by Chapman Longley
Limited (a company controlled by James Longley) in the period of
which £126,508 (2022: £71,686) was outstanding as at the period
end. All balances are inclusive of VAT where applicable. Included
in Other payables is £64,449 (2022: £25,800) that is owed to James
Longley at the year end and relates reimbursable expenses
incurred on behalf of the company.
3) Consultancy fees of
£149,157 (2022: £72,000) were charged by Brookborne Limited (a
company controlled by Charles Tatnall) in the period of which
£161,421 (2022: £71,686) was outstanding as at the year end. All
balances are inclusive of VAT where applicable. Included in Other
payables is £550 (2022: £18,000) that is owed to Charles Tatnall at
the year end and relates reimbursable expenses incurred on behalf of the company.
4) Fandango
Holdings PLC a company where both Charles Tatnall and James Longley
are the directors is owed £97,840 (2022: £197,850) by the company
as at the year end. The loan is not secured, does not attract interest and is repayable on demand. The
amount is included within Trade and other payables.
5)
Plutus Energy Limited a company where
Charles Tatnall is the sole director is owed £13,656 (2022: owed
£24,570) by the company as at the year end. The loan is unsecured, does not attract interest and is
repayable on demand. The amount is included within Trade and other
payables.
6) Included
within Trade and other payables is a balance of £4,064 payable
(2022: £5,080) relating to Plutus Powergen PLC a company where both Charles Tatnall and James Longley are
directors. The loan is unsecured, does not
attract interest and is repayable on demand.
7) Included
within trade and other payables is a balance of £34,912 relating to
Oliver Longley, son of James Longley
18
Subsequent
Events
9 November 2023 was the first day
of dealings on the LSE after the RTO of Neo Energy Metals PLC
(formerly Stranger Holdings PLC) the near term, low-cost uranium
developer under the ticker NEO.
As part of a Reverse Take-Over
('RTO') process, the Company raised GBP4.9 million gross of fees
and costs through a Subscription for Shares and a Placing of Shares
at 1.25 pence per Ordinary Share. The Enlarged Share Capital
following Admission will be 1,216,371,468 ordinary shares gave the
Company a market capitalisation of c. GBP15m.
On 10 November 2023 Neo Energy
Metals PLC, the near term, low-cost uranium developer announced
that it had raised a further GBP500,000 by way of a Subscription,
through the issue of 40,000,000 new Ordinary Shares of GBP0.0001 in
the Company (the Subscription Shares") at a price of 1.25 pence per
Ordinary Share.
Following admission of the
40,000,000 Subscription Shares, the Company's issued share capital
will consist of 1,256,371,468 ordinary shares with voting rights.
No ordinary shares are held in treasury at the date of this
announcement and, therefore, following admission of the
Subscription Shares, the total number of ordinary shares in the
Company with voting rights will be 1,256,371,468.
The additional placing of
GBP500,000, subsequent to re-admission, underlines the potential of
the future of Neo Energy Metals PLC.
The loan notes shown in the balance
sheet of £2.017million are resolved as follows: Resolutions were
passed by the noteholders with regard to the redemption of these Series 2017-F2 Loan Notes In full by
way of the issue to the Noteholders of their pro rata entitlement
to shares in Neo Energy Metals PLC (formerly Stranger Holdings PLC)
at a rate of 15p per £1 at a price of 0.75p per share. (net of
costs).
There is no longer any cash
liability to the Company. The foregoing is now being implemented by
the issue of shares to the underlying loan note/bond holders
subsequent to the completion of the RTO on 8 November
2023.
The amounts owing to the Charles
Tatnall and James Longley (including Oliver Longley) of £322,842
were converted into equity upon completion of the RTO.
19 Capital
commitments
There was no capital expenditure
contracted for at the end of the reporting period but not yet
incurred.
20 Ultimate controlling
party
The company has no single
controlling party.
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation, and
the Directors of the Company are responsible for the release of
this announcement.
ENDS
Sean Heathcote
|
CEO
Neo Energy Metals plc
|
sean@neoenergymetals.com
|
|
|
|
Paul Dulieu
Isabel de Salis
Isabelle Morris
|
Financial PR
St Brides Partners Ltd
|
neo@stbridespartners.co.uk
|