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Technology Minerals Plc

 

Chairman’s Statement

 

Dear Shareholders,

 

It has been another year of progress for Technology Minerals, building a foundation for continued development and growth. We remain focused on advancing our diverse portfolio of exploration assets which we believe hold significant potential.

 

Although we have decided not to continue with the merger of Technology Minerals and Recyclus, due to the reverse takeover re-admission requirements of the London Stock Exchange, we remain fully supportive of Recyclus’ growth strategy and will revisit the opportunity when circumstances are more favourable. In the meantime, Recyclus therefore remains an associate company but is not consolidated in these accounts because it is not under the control of the Technology Minerals plc Board, and although Alex Stanbury and I are directors of both companies, we do not participate in making any decisions on behalf of Technology Minerals plc when it comes to matters involving Recyclus.

 

We have continued to progress our diverse portfolio of exploration assets, which consists of a strategic and balanced mix of battery metal projects. The assets focus on critical minerals such as cobalt, copper, lithium, nickel and manganese, located across Ireland, Spain, the USA and Cameroon. As the global shift towards electrification intensifies, our projects aim to provide a vital supply of these essential battery metals.

 

Our exploration strategy is centred on investing in early-stage projects and advancing them up the value curve through efficient exploration methods, whilst minimising capital expenditure. At the appropriate time, we seek partnerships to inject the necessary capital, creating addition value in the portfolio and for shareholders.

 

There has been progress across our projects, most notably with our assets in Leinster, Ireland, further underscoring the assets inherent value and validating our exploration strategy. In April 2024, our success in Leinster culminated in a significant milestone when we signed an agreement to sell our interest in the exploration licences to European Lithium Limited, and in November 2024 we completed the sale.

 

We aim to replicate similar successes across our exploration portfolio. In addition to Ireland, we are strategically advancing our exploration assets with a focus on critical minerals essential for the global transition to net zero. As demand for these minerals are expected to rise in the coming years, our diverse portfolio positions us to play a key role in supporting the shift towards a sustainable energy future.

 

The importance of establishing both primary and secondary sources of minerals is critical to the global transition to electrification. We are pleased to see Recyclus scaling up its operations at the state-of-the-art, industrial scale Li-ion battery recycling facility in Wolverhampton, the first of its kind in the UK.

 

During the period, the Li-ion battery recycling facility became fully operational and Recyclus has garnered significant interest for its solutions from major industry players while securing several key agreements for the recycling of Li-ion batteries, including partnerships in the UK and abroad.

 

 

 

 

 

 

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Technology Minerals Plc

 

Recyclus has also been in discussions with OEMs, government bodies and academic institutions, highlighting the importance of its solutions in today’s environmentally conscious climate. In addition to its recycling capabilities, Recyclus has also seen demand build for its UN-certified and ADR compliant battery storage and transportation boxes, LiBox, most recently signing a supply agreement with the Ministry of Defence in October 2024.

 

Recyclus became a member of the Government’s Department for Business & Trade’s UK Battery Strategy Taskforce, and successfully secured a position on the ITES scheme, which promotes research, innovation and investment between both the UK and India to drive Net Zero efforts.

 

These partnerships demonstrate the strength of Recyclus’ offering and solidifies its reputation as a comprehensive battery recycling solution within the UK. It highlights the ability to provide a cradle-to-cradle solution for Li-ion batteries globally, firmly positioning it as an industry leader in the sector. As a frontrunner in the UK, it is well placed to capture a substantial market opportunity.

 

Post period, the Company has taken various measures to enhance efficiencies throughout the business, amounting in a cost reduction programme. As such, we reviewed our operations and have begun implementing measures across the business to drive productivity efficiencies at all levels. This included a reduction in the total workforce, head office costs and an ongoing review of all service providers.

 

In September 2024, Phillip Beard agreed to step down as an Independent Non-Executive Director and as Chairman of the Remuneration Committee; Wilson Robb, Chief Technical Officer, resigned from the board. On behalf of the Company, I would like to extend my thanks to both Phil and Wilson for their contributions over the last few years and wish them both the best in their future endeavours. The Board now consists of six directors and, as such, we believe this is an optimal composition for the business going forward.

 

Whilst the Board has reduced in number from eight to six, members will continue to operate with full independence. In order to prevent any conflict of interest, Directors will continue to recuse themselves from discussions where appropriate, allowing the remaining Board members to make decisions in their absence.

 

We have established strong foundations for growth, steadily advancing our strategy to unlock the value of our exploration assets. The sale of the Leinster licences, which will generate additional value for the Company, underscores the effectiveness of this approach.

 

Building on the success of Leinster, we aim to advance our other exploration assets, focussing on progressing early-stage projects and attracting potential buyers or partners to create additional value for the Company and our Shareholders.

 

We remain excited by Recyclus’ growth potential as it prepares to scale operations and expand sales. With advanced discussions with prominent players in the recycling and automotive sectors, we are excited by the potential for Recyclus to establish itself as a leading recycler of Li-ion batteries.

Lastly, I would like to extend my gratitude to our shareholders for their continued support throughout the year, and to the Board and management team for their work and dedication as we move forward.

 

 

Robin Brundle

Executive Chairman

 

 

 

 

 

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Technology Minerals Plc

 

Technology Minerals continued to advance its strategy of creating a fully circular economy for critical battery metals by driving the exploration of raw materials needed for Li-ion battery production, while solving the ecological issues presented by spent battery units.

 

The Company achieved several key milestones in its mission to incubate early-stage critical mineral exploration projects, positioning them to attract larger partners for further development. Steady progress was made across its diverse portfolio of exploration assets, most notably with the sale of the Leinster Lithium project in Ireland.

 

We have streamlined our operations and optimised resource allocation to sharpen our focus on our exploration portfolio, while still maintaining an interest in Recyclus, a pioneering battery recycling business. It is this twin-track approach that can help to optimise supply of critical minerals from all lifecycle stages.

 

Technology Minerals manages a globally diverse portfolio of exploration projects focused on the critical metals essential for the transition to electrification and net zero. These projects target key metals like cobalt, copper, lithium, nickel and manganese, with assets located in Ireland, Spain, the USA and Cameroon.

 

Our project generation and incubation strategy focuses on identifying early-stage projects with significant growth potential, advancing them in a capital light manner. Through prudent investment, we aim to attract larger joint venture partners to further develop these assets. This approach allows Technology Minerals to unlock substantial value from our portfolio while minimising the financial and dilutionary costs typically associated with public companies developing exploration assets.

 

 

Leinster, Ireland (held for sale)

The North-West Leinster lithium property comprised of 16 prospecting licenses (under an exclusive earn-in and option agreement with GBML) and seven wholly owned licences. In April 2024, Technology Minerals signed a binding Heads of Agreement to sell its entire Leinster exploration interests to European Lithium Limited for a gross consideration of US$10 million, reinforcing our strategy of advancing early-stage projects and attracting potential buyers. In November 2024, the Company announced the completion of the sale. As a result of the sale, the Company reached a Settlement Agreement with its joint venture partner GBML, which remains subject to TSX-V approval and approval from GBML shareholders at an annual and special meeting.

 

The sale followed the significant progress made during the period to advance exploration activities at Leinster. Following initial trench sampling at the Knockeen lithium pegmatite project in December 2023, assays revealed lithium grades as high as 2.55% Li2O from depths of 1-2 meters.

 

 

 

 

 

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Technology Minerals Plc

 

In October 2023, a comprehensive structural synthesis of the entire Leinster pegmatite belt, identified 25 follow-up targets, including four additional targets on PLA 1597 and 21 new targets on the northern licence block, leveraging geological, structural, geophysical and geochemical studies.

 

GBML had previously exercised its First Option in October 2022, acquiring 17.5% equity in the project by spending up to €85,000. By July 2023, it had increased its equity interest to 55% by spending €500,000, highlighting the confidence in the project and their collaboration with Technology Minerals.

 

We believe the sale of Leinster is an excellent outcome for all stakeholders, bringing in additional value. It validates the Company's strategy to identify and advance early-stage projects up the value curve to attract buyers and/or partners to bring significant additional value to the Company.

 

Post the sale of Leinster licences, Technology Minerals’ will retain 100% of LHR’s interests in the Asturmet Project in Asturias, Spain, which covers up to eight exploration permits for cobalt-nickel-copper mineralisation (with 2 out of 8 licences granted so far). At the historic Aramo mine, lithogeochemical sampling on the St Patrick licence has yielded promising high-grade cobalt and copper results, alongside nickel mineralisation. The St Patrick licence, granted in 2019, runs to June 2025.

 

Technology Minerals holds five exploration permits, at least three of which are considered prospective for nickel-cobalt-rich laterite, on 2,456 km² property in the East Region of southeastern Cameroon. The permits lie in the same geological belt as the world-class Nkamouna nickel-cobalt laterite deposit, where a Measured and Indicated resource of 120.6 Mt @ 0.65% Ni, 0.23% Co and 1.35% Mn has been identified, and are as such considered prospective for this style of mineralisation.

 

A desktop evaluation report submitted by Dr Sandy Archibald of Aurum Exploration Ltd in July 2023, identified areas for a proposed field-based sampling programme based on new geological and geophysical data. Aside from nickel-cobalt laterite, his study identified fourteen new exploration targets with three of the targets considered a priority. Two of the priority targets hold potential for lithium-tantalum-niobium (±uranium) and Rare Earth Elements (REEs) ± uranium, and the third target is prospective for sediment-hosted uranium. The majority of the other eleven targets are prospective for intrusion-hosted copper, gold, or uranium.

 

Following an assessment of the economic benefit of the Oacoma licences, in which the Company held a 15% working interest, the strategic decision was taken that the asset would not form a core part of the Company’s exploration portfolio and therefore the licences were allowed to lapse. This forms part of the Company’s focused strategy to continue to assess its portfolio of exploration assets and concentrate resources on the more promising projects.

 

The Blackbird Creek and Emperium (the “Idaho projects”) consist of substantial cobalt, copper and gold prospective land positions in Idaho. In 2022, the Company sold a 10% interest in both its Blackbird Creek Project and Emperium Project in Lemhi Country, Idaho to Canadian precious metals firm BlueBird Metals LLC (“Bluebird Metals”) for a cash consideration of £900,000.

 

Following the year-end, the Company entered into a heads of terms agreement with BlueBird Metals under which it was agreed, subject to conditions precedents, that BlueBird Metals would pay for the U$184,000 to meet the cost of renewing the licences and would keep the licences in good standing,

 

 

 

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as consideration for which, it was agreed Bluebird Metals would receive an additional 70% interest in the Idaho projects. The Company will retain 20% interest in the asset. This transaction allows the Company to continue to focus its cash resources in accordance with its strategic priorities.

 

As part of Technology Minerals’ strategy to complement its battery minerals portfolio, the Company remains supportive of Recyclus. This dual approach - exploring new deposits of critical raw materials such as lithium, copper, cobalt and nickel, while simultaneously recycling of Li-ion batteries, aims to accelerate the development of a circular economy.

 

Our 48.35% owned associated company, Recyclus, successfully concluded the commissioning phase at its Wolverhampton plant in September 2023, making it the first plant in the UK with the capacity to recycle Li-ion batteries on an industrial scale. The fully operational facility is now processing a steady stream of Li-ion battery waste from various commercial sources and has achieved a notable recycling rate of up to 45% net black mass yield.

 

The plant has also reached the 100 tonnes feedstock threshold allowed under its EA permit and is permitted to process 22,000 tonnes of Li-ion batteries annually. Following the commissioning, Recyclus focused on increasing production volumes, securing a number of agreements with a range of partners.

 

Recyclus has secured various key agreements for the recycling of Li-ion batteries, including partnerships with Servicesure Autocentres, which has a network of more than 600 independent autocentres in the UK; Beryl, a UK-based shared sustainable transport operator; and AA Recycling Limited, which handles a wide range of battery chemistries from household to industrial.

 

Further emphasising its global reach, Recyclus has secured an offtake agreement with LOHUM, India's leading producer of sustainable energy transition materials, emphasising the ability to provide a cradle-to-cradle solution for Li-ion batteries globally. The commencement of the sale of black mass under the agreement with LOHUM has taken longer than expected due to delays in progressing regulatory clearances between the UK and Indian governments. Recyclus is in advanced discussions for offtake agreements in the USA, Canada, Germany and South Korea with global organisations. Once in place these agreements will provide an additional international market for the company’s black mass.

 

Recyclus’ commitment to innovation was demonstrated when it won the Automotive Award at the Engineer’s Collaborate to Innovate for the Universal Battery Recycling System.

 

Post period, in September 2024, Recyclus completed a 10-week recycling programme, for a leading engineering services and technology company, for 4,000 spent Li-ion battery modules from electric vehicles, which were stored and transported using LiBox containers.

 

In November 2024, Recyclus announced it has secured an agreement with Halfords Group plc, the UK’s leading provider of motoring and cycling services and products, to recycle waste Li-ion e-mobility batteries for an initial period of 12 months.

 

Recyclus has received orders for its proprietary LiBox, designed for the safe transportation and storage of hazardous battery materials. This innovation forms a key part of Recyclus’ comprehensive battery recycling services. The LiBox order and delivery was made to automotive retailer Waylands, which is using the boxes to store waste Li-ion batteries across its Volvo outlets in Bristol, Reading and Oxford.

 

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Post period, the company announced it signed a supply agreement and delivered its first order from the Ministry of Defence ("MOD") for its market-leading solution for the safe storage and transportation of lithium-ion ("Li-ion") batteries, LiBox.

 

Recyclus' Tipton lead acid battery recycling plant began commissioning in October 2023 after receiving EA clearance for automated operations. The facility can process up to 12 tonnes of batteries per hour, with a fully automated system that emits no particles or gases, recycling materials for various industries and minimising environmental impact.

 

As stated previously, the commissioning was paused to prioritise the Li-ion processing plant in Wolverhampton. The Board has initiated a strategic review to consider the future of the Tipton facility and assess the best route forward, which could include potential joint venture partnerships or the sale of the asset. The Company will update the market as and when appropriate.

 

The Company undertook a review of operations and is implementing cost reduction measures across the business. These include a redundancy programme to reduce workforce size, a reduction in head office expenses, and a continuous evaluation of all service providers.

 

Additionally, earlier this year, the Board conducted a review of Directors' remuneration and decided to implement a temporary salary freeze for all Directors until cash flows permit.

 

The proposed merger between Technology Minerals and Recyclus has been put on hold due to the reverse takeover re-admission requirements of the London Stock Exchange. Both companies have agreed to revisit the merger when circumstances permit, and market conditions are more favourable.

 

Recyclus is not consolidated as a group company because, despite Robin Brundle and myself being on the Boards of both companies, the Technology Minerals Board has additional directors who do not have an interest in Recyclus beyond Technology Minerals’ 48.35% interest in its share capital. As Robin Brundle and I (being the directors of Recyclus Group) do not vote on matters relating to Recyclus, the management of the two groups is separate.

 

We are pleased to see our strategy of advancing early-stage critical metal exploration projects deliver positive outcomes, as demonstrated by the successful sale of the Leinster project. By working with exploration partners to develop our diverse asset portfolio, we can significantly enhance value while minimising the more substantial costs typically associated with project development. We remain confident that this approach will continue to bring added value to the Company and our shareholders.

 

The agreement with European Lithium highlights our ability to identify and develop early-stage projects with substantial potential. It also reinforces our strategy of advancing projects up the value curve and attracting buyers or partners to generate additional value to the Company and its shareholders.

 

In addition to our exploration assets, Recyclus has seen a marked increase in commercial activity as it scales up production at its Wolverhampton facility. The company is in advanced discussions with several potential industry partners, both domestically and internationally, to further expand its operations. With Technology Minerals 48.35% holding, the Company has embedded value in Recyclus

 

 

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with potential to bring significant additional value as the company ramps up its operations and gains increased commercial traction.

 

Securing a reliable supply of critical minerals, both through primary mineral extraction and secondary recycling, will be essential for supporting the global push towards electrification. Looking ahead, with the continued progress in our minerals exploration projects and the exciting growth potential of Recyclus, Technology Minerals is well positioned for the next phase of its development.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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I am pleased to report that the Group had a year of good progress, evidenced by proving the success of its incubator model for developing its exploration assets and selling them where this is in shareholders’ interests. In April 2024, a binding head of agreement to sell its Irish lithium assets was entered into, leading to the completion of the sale in November 2024, for gross consideration, before costs and settlement of obligations, of US$10 million in shares in a NASDAQ quoted company. The Company will be able to trade its consideration shares from 28 February 2025.

 

During the year, the Company lent a further £1.9 million to Recyclus Group Limited, an associate company in which it has a 48.35% interest, during which period Recyclus achieved commercial production at its Li-ion plant at Wolverhampton, and final permitting for its lead-acid plant at Halo, although the latter has been put on hold to enable resources to be focused on the Li-ion at Wolverhampton. Li-ion production has been gradually increasing over the period and the main recovered product, black mass, has been accumulating ready for the first shipments in Q4 2024. The total loan to Recyclus was £8.8 million at year end including accrued interest and management charges. The treatment of Recyclus as an associate company is set out in Note 5 to the Financial Statements.

 

In the period, the Company raised £4.4 million from the issue of convertible bonds and loan notes, including £2.5 million under a £5.5 million facility from Atlas Capital of which, at the date of this report, £0.7 million has been converted into Ordinary shares in the Company.

 

The Group’s loss for the year was £6.6 million (2023: £4.3 million (restated)), of which administrative charges were £2.4 million (2023: £3.9 million (restated)). Cash at year end was £0.015 million (2023: £0.3 million). Certain convertible loan notes are scheduled for repayment in the coming year and the Company is considering its financing options to enable it to meet agreed repayment schedules. The Company is confident of cashflows from Recyclus in the coming year from loan repayments and has undertaken cost reviews to reduce its cash requirements. At the date of this report, Recyclus is undertaking funding from third party investors which will reduce the requirement for further loans from the Company.

 

The Group proposes to continue its exploration and development work in the coming year on its minerals exploration licences to maximise their value potential, although proposed work will correspond with available cash resources. The Group has entered into farm-in arrangements with third parties in respect of certain licences whereby the assets are developed at no cost to the Group and other similar arrangements will be considered if beneficial.

 

The Group looks forward to a strong coming year as it receives benefit from the sale of its Irish lithium assets and as Recyclus increases li-ion battery recycling.

 

 

 

 

James Cable

Chief Financial Officer

9 December 2024

 

 

 

 

 

 

 

 

 

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Our minerals exploration strategy is to advance early-stage projects up the value curve through prudent deployment of capital and attract larger joint funding partners to advance the development of the projects.

 

Through this strategy, significant value can be added to the portfolio without taking on the more substantial costs associated with developing exploration assets.

 

 

Ireland: Lithium (held for sale; sale agreement signed 24 November 2024)

Idaho, USA: Cobalt, Copper, Gold

Spain: Nickel, Copper, Cobalt

Cameroon: Nickel, Copper, Cobalt

 

We have a globally diverse portfolio of projects focused on key battery metals, including lithium, nickel, copper and cobalt.

 

Our assets are concentrated on strategically important metals for the vital battery OEM (Original Equipment Manufacturer) markets, which have come into sharp focus in terms of security of supply, supply squeeze and price inflation.

 

Blackbird Creek Project, Idaho (USA)

The Blackbird Creek Project was acquired by the Company on 9 March 2022. The acquisition added 158 contiguous lode claims covering an area of approximately 1,285 hectares (3,175 acres) to the Company's existing Emperium Project, located immediately southeast of Jervois’ Idaho Cobalt Operation (“ICO”).

 

The Blackbird Creek Project is down-strike from Jervois’ ICO Mining Project and contains a number of advanced prospects including a historical non-compliant NI 43-101 resource by Noranda Exploration Inc.

 

Numerous prospects with cobalt and copper mineralisation have been identified on the Blackbird Creek Property, including the Ludwig, Patty B, Anderson West, Anderson, Edith B, Raven, Slippery Gulch and Copper Hill (also known as Blackbird Creek South and West Fork Cobalt prospects). The primary exploration targets on the property are the Apple Creek Formation tourmaline breccias, which

 

 

 

 

 

 

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are considered to be akin to the historical Noranda Blackbird Mine, Jervois Idaho Cobalt Operation and First Cobalt’s Iron Creek Project.

 

Given the extent and continuity of mineralisation at surface, and results from the historical drilling and recent surface sampling, the Blackbird Creek Property has the potential to host significant Cobalt-Copper +/- Gold +/- Rare Earth Element (“REE”) deposits.

 

The Company is required to pay the annual Bureau of Land Management (“BLM”) claim fees each year which amount to less than USD$35,180; there is no obligation to spend any exploration capital on the project in order to keep it in good standing.

 

 In 2022, the Company sold a 10% interest in both its Blackbird Creek Project and Emperium Project in Lemhi Country, Idaho to Canadian precious metals firm BlueBird Metals for a cash consideration of £900,000.

 

At 30 August 2024, the Company entered into a heads of terms agreement with BlueBird Metals whereby BlueBird Metals shall acquire an additional 70% economic interest in the Idaho projects. Under the terms of the heads of agreement BlueBird Metals has undertaken to keep the licences in good standing by paying the outstanding fees for the renewal of the licences and undertake further evaluation and development work, with the Company having the right to increase its interest if BlueBird Metals declines to fund such work. The transaction is after the year end and the Company has impaired the carrying value of its holding in the asset in the financial year to 30 June 2025.

 

Emperium Project, Idaho (USA)

Although the Company is not under any obligation to spend any money on exploration in order to keep the project in good standing (except for the annual BLM claim fees of USD 149,240), over the next 12 to 18 months, the Company will continue to review its entire geological database in respect of the Emperium Project in conjunction with the geological team at Dahrouge Geological Consulting Ltd.

 

The Emperium Project work programme will continue to be early-stage exploration in the form of mapping and rock / soil sampling. Depending on the results generated, this is likely to be followed by a drilling programme, as the Company’s ultimate aim is to define an initial JORC-compliant maiden resource on the property. Depending on the initial results of the drilling, it is envisaged that further detailed grid drilling would be carried out to generate more geological information, thereby converting the resource into the ‘inferred’ and ‘indicated’ JORC measurement category. Initial drilling would be reverse-circulation which would be followed by diamond core drilling.

 

North West Leinster Lithium Project, Ireland (held for sale, sale agreement signed 24 November 2024)

The Company’s North-West Leinster Project is focused on the exploration for lithium mineralisation (spodumene-bearing pegmatites) in the north of the Leinster Massif in South-East Ireland. The project area is covered by sixteen (16) prospecting licences termed the North-West Leinster Block which covers a total area of 477.39 km2. The prospecting licences were granted to LRH Resources Ltd (a wholly-owned subsidiary of the Company) in October 2018 and are valid for an initial period of six-years from that date. As at 30 June 2024, the licences were being renewed with the relevant authorities.

 

The project (under an option agreement with the partnering entity, Global Battery Metals Ltd of Canada), is being sold to European Lithium (an ASX-listed company) along with Technology Minerals’ 7 wholly-owned licences in an all share deal.

 

 

 

 

 

 

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Asturmet Project, N. Spain

The Asturmet Project consists of eight exploration permits or P.I. (Permiso del Investigación): St. Patrick (P.I. 30858), St. Andrew (P.I. 30869), St. David (P.I. 30870), Astur A (P.I. 30864), Astur B (P.I. 30865), Astur C (P.I. 30866), Astur D (P.I. 30868) and Astur F (P.I. 33199). The licences cover a total area of approximately 461.1 km2. The St Patrick licence (which covers the historic Aramo Mine), was issued to Asturmet in June 2018, and the Astur A licence granted in May 2024. The remaining licences are expected to be issued in Q4 2024 or Q1 2025 by the Asturian Principality.

 

Since listing on the London Stock Exchange, the Company has continued exploration activities on its St Patrick Licence.

 

On 14 March 2022, the Company announced initial results from a due diligence lithogeochemical characterisation sampling survey. Highlights included:

 

On 9 August 2022, the Company announced that its St Patrick licence has been extended by the authorities for a further three years and that field operations were progressing with 164 new samples submitted for analysis. Other highlights included:

 

On 22 November 2022 the Company announced additional results from exploration activities at the historic Aramo Mine, with highlights including:

 

TMC Property, Cameroon

The TMC Property consist of five exploration permits, four of which are contiguous (Atsiek, Malene, Mayos and SA exploration permits) and one isolated permit (Nkolbong permit) approximately 35 km east of the contiguous permits. The five exploration permits cover a total surface area of 2,456 km2 and are situated in southeastern Cameroon. The contiguous permits and the isolated permit are located approximately 293 km and 418 km, respectively, from the capital city of Yaounde.

 

The licences may be renewed three times for a period of two years, for a maximum period of six years provided that the obligations of the licensee under the licences have been met in the prior periods.

 

 

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As announced on 23 February 2022, the Company received copies of all permits concerned and instructed independent Cameroon legal counsel to verify the validity of the permits. Legal counsel subsequently concluded it was not possible for the five permits to be legally granted to TMC under Cameroonian law and therefore the permits were not valid.

 

On 28 February 2023, the Company announced that the Cameroon Ministry of Mines, Industry and Technological Development confirmed that the five exploration permits at the Technology Minerals Cameroon ("TMC") Property have been validated under Cameroon law and granted to the Company.

 

On 2 May 2023, the Company announced that the field placement of beacons marking out the corners of the Company's five licences had been completed in accordance with Cameroonian Law by a local company, Explorers 33 Consulting Group.

 

In addition, whilst carrying out the field placement of the beacons, consultations with all local villages falling within the five licences areas were also carried out as required by the terms of the exploration licence agreements.

 

In July 2023, a desktop evaluation report by Dr Sandy Archibald of Aurum Exploration Ltd, based on new geological and geophysical data obtained, was submitted to Cameroon Ministry of Mines, identifying areas for a proposed field-based sampling program later in 2024/early 2025.

 

The Board routinely monitors the following KPIs:

 

The Company’s cash balance as at 30 June 2024 was £15k (2023: £318k).

 

The cash balances and cash flow forecasts and expenditure levels were in accordance with management expectations.

 

The Board will keep the suitability of the selected KPIs under review as the business matures.

 

The Group has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors and the Audit Committee, working through the business leadership team.

 

The Board’s role in risk management includes promoting a culture that emphasises integrity at all levels of business operations and setting the overall policies for risk management and control. The programme to strengthen business controls has continued throughout this financial year and this is resulting in improvements in management information, timeliness of reporting and risk management.

 

During the period, the principal risks affecting the Group were comprehensively reviewed. Each identified risk was considered for likelihood of arising and consequent impact. Careful consideration was given to identifying any other emerging risks. Each risk area continues to have priority controls allocated to it that are the responsibility of the Executive Directors to manage and review during the financial year. This process inherently manages risk by ensuring the principal risks are being mitigated by prioritised business activity. The Board will be reviewing carefully any changes to the Group’s risk

 

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management, governance and controls environment upon the expected completion of the Recyclus transaction.

 

The Directors believe the following risks to be the most significant for the Group. However, the risks listed do not necessarily comprise all those associated with the Group. In particular, the Group’s performance may be affected by changes in market, political or economic conditions and in legal, regulatory and tax requirements.

 

If any of the following risks were to materialise, the Group’s business, financial condition, results, or future operations could be materially adversely affected. Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Group.

 

The Board currently considers the Group‘s principal risk to be a liquidity risk, which is inherent in the strategy and business model of early-stage mineral exploration companies. The Group has limited revenue at the present time and, until such time as sufficient revenue streams have been generated, is therefore dependent upon the availability of additional finance, which is described in further detail in note 2 to the financial statements under the going concern section of the accounting principles. The Group manages liquidity risk by seeking to ensure the presence of adequate reserves and by continuously monitoring the forecast and actual cash flows. Cash flow forecasts are regularly prepared and reviewed to identify the liquidity requirements of the Group.

 

Minerals exploration and development work is typically capital intensive, speculative and can be unproductive, but is necessary to discover new mineral resources. Exploration and development of mineral resources take time and money and both phases are subject to a host of risk factors. For instance, factors such as adverse weather conditions, natural disasters, equipment or services provider shortages, procurement delays or difficulties arising from the environmental and other conditions in the areas where the reserves are located or through which production is transported may increase costs and extend timelines, potentially making it uneconomical to develop its assets or existing reserves or extract its resources in sufficient amounts and in a timely manner. Failure to discover new reserves, to maintain existing mineral rights, to enhance existing reserves or to extract resources from such reserves in sufficient amounts and in a timely manner could materially and adversely affect the Group’s results of operations, financial condition and prospects.

 

Increasingly stringent requirements relating to regulatory, environmental and social approvals can result in significant delays in construction of additional facilities and may adversely affect new drilling and mining projects, the expansion of existing operations and, consequently, the Company’s results of operations, cash flows and financial condition, and such effects could be material.

 

Samples may be obtained from drilling programmes to analyse ore specifications, for example, which are then sent to independent laboratories for analysis so that future exploration programmes can determine resource size and commercial viability. However, there can be no reassurance that the results of these analyses will prove favourable to thew Group.

 

Difficulties in obtaining any permits, consents, including environmental consents, licences, planning permissions or easements could adversely affect the design or increase the cost of the construction and commissioning of the Company’s projects.

 

 

 

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Both the Emperium and Blackbird projects are located within the Salmon-Challis National Forest in the Salmon River Mountains, Lemhi County, east-central Idaho, USA. As forested areas, they are prone to seasonal fires which could affect operations on both projects during the height of the summer months.

 

In the event that such cash flows are reduced in the future, the Group may be forced to scale back or delay discretionary capital expenditure resulting in delays to, or the postponement of, the Group’s planned exploration activities.

 

The Group depends on key personnel for the success of its mineral exploration and battery recycling businesses through its associate undertaking, Recyclus Group.

 

If one or more of its current or future key executives or employees are unable or unwilling to continue in their present positions, the Group may not be able to easily replace them, and its business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, the Group could lose off-takers and suppliers and incur additional expenses to recruit and train personnel.

 

The Company seeks to maintain a positive culture where all staff, including senior executives, are compensated fairly and rewarded for performance.

 

The Company is exposed to risks associated with its investment in Recyclus Group, including the fact that the Company is not the controlling party of Recyclus; if Recyclus’ business does not perform in line with expectations, the Company may be called upon to avail additional capital to it. The Recyclus business has substantial growth plans, and rapid growth rates typically expose the business to a higher rate of risk.

 

The Recyclus Group business is exposed to advances in technology both around battery and recycling technologies.

 

The Company has common directors with the Recyclus Group and, although it does not currently control it, it has good knowledge of developments within that business and has the opportunity to exert influence.

 

As an associate company, rather than as a controlled subsidiary, Technology Minerals has greater exposure to the investment risk, however this is also mitigated to some extent insofar as Recyclus Group is not dependent upon Technology Minerals for any future funding needs. Technology Minerals announced on 24 September 2024 that it does not intend to acquire a controlling interest in Recyclus by acquiring the shares it does not hold.

 

Political conditions, government regulations and macroeconomic volatility

The Group’s ability to operate may be constrained by delays or shutdowns as a result of political, commercial or instability in its countries of operations, particularly in Cameroon, and to a lesser extent, in the United Kingdom, United States, Spain and Ireland. The ability of the Company to generate long-term value for shareholders could be impacted by these risks. The Group is unable to control these risks but monitors changes closely in order that it can position itself as well as possible to take proactive action or to respond as appropriate.

 

Changes may occur in local political, fiscal and legal systems, which might adversely affect the ownership or operation of the Group’s interests including, inter alia, changes in exchange rates,

 

 

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currency, exchange control regulations, changes in government and in legislative, fiscal and regulatory regimes. The Group’s strategy has been formulated in light of the regulatory environment as at the latest practicable date prior to the publication of this Document and what are deemed to be probable future changes (though due regard should be given to the uncertainty in making predictions involving political governance risks).

 

Regional instability due to corruption, bribery and generally underdeveloped governance standards have the potential to impact the Group’s profitability in any region in which it operates and, as a result, the Company’s share value. These risks could have a materially adverse effect on the profitability, the ability to finance or, in extreme cases, the viability of the Group.

 

Natural resources sector participants are subject to current and planned legislation concerning the emission of carbon dioxide, methane, nitrous oxide and other “greenhouse gases”.

 

Non-compliance with current greenhouse gas laws or any future legislation could negatively affect the Company’s profitability. Future legislative actions intended to diminish the use of certain metals could also have an impact on the ability of the Group to market its product and/or the prices which it is able to obtain. These factors could have a materially adverse effect on the Company’s business, results of operations, financial condition or prospects.

 

Commodity pricing and global supply and demand changes

Global supply and demand affects all commodity prices, including battery metals. Widespread trading activities by market participants seeking either to secure access to commodities or to hedge against commercial risks affect commodity prices as well. Changes in prices of cobalt, nickel, manganese, lithium and other technology metals and minerals give rise to price risk for the Group. Prices are subject to substantial fluctuations and cannot be accurately predicted. Commodity prices can also be cyclical. As an example, cobalt prices have in the past peaked at 95,250 USD/t (21 March 2018) and dropped to a low of 26,000 USD/t (30 July 2019).

 

In the event of a substantial global economic downturn, and if that downturn was to depress the global and/or local economies for the medium to long term, the Group’s ability to grow or sustain revenues in future years may be adversely affected. Depending on the severity of any such economic downturn, extractive operations may not remain economically viable.

 

Disadvantageous economic conditions can also limit the Company’s ability to predict revenues and costs which may affect the Group’s capability to conduct projects. These economic conditions can be impacted by government policy, for example, the timing of the ban on the sale of petrol and diesel fuelled vehicles.

 

Demand for battery metals such as cobalt and nickel will depend on the speed of adoption of battery technologies, principally in the automotive sector. It also assumes that nickel-cobalt cathode chemistry will remain the prevalent form in batteries and not be substituted by cobalt and nickel-free cathode material. There is no guarantee that the speed at which battery technologies are being adopted will be maintained or that nickel-cobalt cathode chemistry will remain the prevalent form. There is also the risk that battery metals demand might reduce as a result of the adoption of a different clean technology altogether such as hydrogen. Any reduction in demand for battery metals could materially and adversely affect the Group’s results of operations, financial condition and prospects.

 

The Company does not currently hedge its exposure to fluctuations in commodity prices.

 

 

 

 

 

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Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. They must make decisions in good faith that they believe will most likely promote the success of the group for the benefit of its shareholders. In making these decisions the Directors must consider, amongst other things:

 

 

The Board has demonstrated its commitment to the ongoing consideration for stakeholder interests through this report including in the Directors Report, Corporate Governance and ESG Report. The Board is responsible for maintaining adequate accounting records and seeks to ensure compliance with statutory and regulatory obligations. An explanation from the Directors about their responsibility for preparing the financial statements is on page 37 in the Statement of Director’s Responsibilities. The Company’s external auditors explain their responsibilities on pages 54 to 61.

 

As per the Streamlined Energy and Carbon Reporting (“SECR”) Regulations published in 2018, quoted companies and large unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting period must include energy and carbon information within their Directors’ Report. Technology Minerals does not currently exceed this threshold and is therefore presently exempt from the SECR reporting requirements. The Group intends to publish energy emissions data as appropriate and in line with the SECR regulations as the Group’s projects develop.

 

Approved by the Board of Directors and signed on behalf of the Board by:

 

 

 

Robin Brundle

Chairman

9 December 2024

 

Page 19 of 109

FOR THE YEAR ENDED 30 JUNE 2024

 

The Directors present their report and financial statements for the year ended 30 June 2024.

 

 

In addition, the Company has a significant investment in Recyclus Group Ltd, which seeks to meet the same future supply needs by recycling used batteries.

 

As a business that promotes good compliance through all its activities, Technology Minerals is committed to strong and pragmatic corporate governance practices within its own operations. Good corporate governance creates shareholder value by improving performance while reducing or mitigating risks that the Group faces as the Board seeks to create sustainable growth over the medium to long term.

 

The Board is accountable to shareholders for the long-term success and the direction and supervision of the Company’s operations. It is the Chairperson’s role to lead the Board effectively and to oversee the adoption, delivery and communication of the Group’s corporate governance model.

 

The Company is not obliged to follow the UK Corporate Governance Code as published by the Financial Reporting Council; the Board has adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) because it was decided that the QCA Code was more appropriate for the Company’s and Group’s size and stage of development. Further information about how the Company complies with the QCA Code is set out from page 25.

 

The following Directors held office during the year ended 30 June 2024 and save as indicated below remained in office as at the date of this Annual Report.

 

 

The Board is responsible for providing effective leadership to promote the long-term success of the Company and has overall responsibility for the Group. Its aim is to represent all stakeholders and to provide leadership and control in order to promote the successful growth and development of the business.

 

There is a formal list of matters reserved for the Board, that may only be amended by the Board.

 

The key responsibilities of the Board include:

 

 

Page 20 of 109

 

 

The following directors held office at the date of this report:

 

Robin is a successful senior executive with a proven track record of solving business problems, be they business growth, turnaround, change/strategic management or exit strategy.

 

A selection of previous successes to evidence this includes roles such as automotive lead on a US$1bn automotive investment to the UK from Asia, creator and pitcher for the Formula E global rights valued at $1bn, non-executive lead on the successful turnaround at the Queen Elizabeth Hospital Kings Lynn achieving Foundation Trust status.

 

A motivated professional, who is passionate about changing business methodology and who has an innovative approach to business. Robin has been the leading director on several multi-lateral government defence programmes that have been delivered ahead of schedule, under budget and within governance guidelines.

 

Robin is a resolute advocate of the circular economy as evidenced through several previous green initiatives in the automotive and motorsport sectors.

 

Alex is a co-founder of Technology Minerals Plc and co-founder of Recyclus Group Ltd. He has experience both as a corporate finance advisor advising companies in the natural resource and extractive industries; with hedge funds and investment firms; and more recently in leadership and operating roles at a number of minerals exploration companies.

 

Recent operating experience within the sector includes both in the US with Century Cobalt Corporation, a publicly traded Cobalt exploration company based in Century City, CA and prior to that in Sub-Saharan Africa with various entities including Raintree Mining Limited, developing both hard rock and alluvial gold assets and Sankuru River Diamonds, mining alluvial diamonds.

 

In 2011, Alex founded HASS Advisors Limited, providing guidance regarding growth strategies, project finance, and raising capital through private equity firms and private placements for businesses operating predominantly in the Natural Resources sector. Alex’s prior corporate finance consultancy experience includes the origination and syndication of both private and public placements for companies within the Natural Resources sector for the boutique merchant bank, Prosdocimi Limited.

 

Earlier in his career, Alex served as Associate Director with the London-based investment bank Dawnay Day Corporate Finance Limited, where he specialised in equity capital markets, M&A, and providing financial advisory services including research, analysis and transaction structuring through to execution. Alex also gained hedge fund management experience through his time at the New York-

 

 

 

Page 21 of 109

 

based firm, Lindemann Capital Partners LLP, and received training from the New York Institute of Finance.

 

Lester Kemp graduated in 1990 with a Masters’ Degree from the Royal School of Mines, University of London, England (UK) and went on to work with GeoScience Limited in Ascot before running a gold exploration camp in Guyana for Canarc Resources of Canada.

 

Following a few years at Roche Pharmaceuticals in the UK running HIV and Hepatitis C trials, and after completing his MBA, Lester worked with various junior resource companies operating throughout Africa / Europe and Scandinavia. Lester was part of Canadian-listed Redaurum Limited which operated the River Ranch Diamond Mine in Zimbabwe and the Kelsey Lake Diamond Mine in the USA.

 

In addition, Lester was co-founder and Managing Director of Mantle Diamonds Limited which operated two diamond mines in Africa (Lesotho and Botswana). He also co-founded Arabian Nubian Resources Ltd.

 

Lester has held various Non-Executive Directorships (Levin Sources, a consultancy and social venture company involved in advising international clients on responsible and sustainable mining, and NanoPhagix, a private US biotechnology company focused on the treatment of atherosclerosis). He is also Chief Operating Officer of a Swiss company, SunMirror AG.

 

James has over 45 years of financial experience across several industries, including 11 years with Mobil Oil and more than 18 years in the mining sector. After working for a mining capital house where he provided financial advice and evaluated investments in copper, gold, diamonds and silver, in 2006 James was appointed Finance Director of Arian Silver Corporation, which was admitted to trading on AIM that year, before becoming a Non-Executive Director in 2009. He was also Finance Director of AIM listed Kopane Diamond Developments Plc, from 2005 until it was taken over by Firestone Diamonds Plc in 2010, and of Mantle Diamonds Limited, from 2011 until it was acquired by ASX listed Kimberley Diamonds Limited in 2013.

 

James started his career with a former incarnation of Ernst & Young and is a Fellow of the Institute of Chartered Accountants in England and Wales.

 

Chang is a respected, multilingual businesswoman with extensive experience in the import and export of industrial commodities, as well as the mining, manufacturing, construction, energy trading, shipping, environmental remediation, renewable energy, and investment advisory industries. She is a qualified lawyer in the US, having specialised in International Trade, Cross-Border Negotiation, Due Diligence, and Dispute Resolution.

 

She is currently Managing Director and Principal of The Mega Company, based in Washington, DC, a role she has held since 1990. The Mega Company is a private American development company and import and export business that principally deals with mineral raw materials and goods including: iron ore, coking coal, rock phosphate, cement. She also has a senior leadership role at American Construction Technologies, based in Bucharest, Romania, having been appointed in 2003, where she is responsible for the development, construction and management of one of the largest US developments in the highly specialised field of temperature-controlled warehouses and logistics. Other leadership roles include Managing Director at CDM Global, also based in Bucharest, which is an environmental remediation and industrial waste management, environmental due diligence,

 

 

 

Page 22 of 109

 

 

permitting and impact assessment business and Crest Energy, which is in the wholesale trading of electricity in Romania.

 

Originally qualifying as a lawyer with Dow, Lohnes & Albertson, Chang moved to work for Patton, Boggs & Blow in Washington, DC. Since 2003, she has been Adjunct Professor of Law at Georgetown University Law Center, in Washington, DC., where she has taught Pre-negotiation Strategies for Cross-border transactions. Chang received a U.S. Presidential Appointment to be a Board member on the National Cancer Advisory Board; she is a Board member of the American Romanian Business Council and a Board Member and Finance Chair of Alianta, a U.S. non-profit organisation working to strengthen the cultural, economic, and security ties between the United States and Romania.

 

 

Nick Kounoupias qualified as a solicitor in 1988 and has always specialised in intellectual property law (“IP”). Nick practices across all areas of IP and has worked in almost all sectors that are underpinned by IP laws in particular the music, film, branded goods, pharmaceutical, computer software and design sectors. Nick has held senior positions in all of these sectors and between 1992 and 2008 ran the music industry’s anti-piracy unit. He was also previously a director of the Anti-Counterfeiting Group, a founder and former vice-chairman of the Alliance for IP, General Counsel of the Asian Media Group, and is currently Chief Counsel for Anti-Copying in Design (ACID) and Partner and Head of IP at the Cyprus-based international law firm, Michael Kyprianou LLC. In 2016, Nick established his own IP consultancy, Kounoupias IP Limited, to help businesses identify, manage and protect their IP.

 

Nick is a well-known name and thought leader internationally in the field of IP and in addition to providing regular training, has successfully lobbied for and drafted changes to the UK copyright and design laws. In June 2021, he was voted UK IP Champion for 2020 – 2021 by his industry peers.

 

 

The Board is mindful of the value of diversity of all types, including not only gender, sexuality, and ethnicity, but also socio-demographic background and neurodiversity.

 

The following tables are disclosed in accordance with the requirements of LR 9.8.6(10), and is as at 30 June 2024. The prescribed form of the disclosure below defines the senior positions on the Board as being the CEO, CFO, SID and Chair. For the purpose of disclosure in the tables below, Executive Management is deemed to comprise each of the executive directors.

 

 

 

 

Page 23 of 109

 

 

 

In accordance with LR 9.8.6R(9) and (10) the approach to collecting the data forming the basis of the gender and ethnic diversity of the Board and executive management was consistent across each individual in relation to whom data was reported. Board members were provided with a standard form questionnaire on a strictly confidential and voluntary basis to allow the individual to self-report on their gender and ethnicity (or to specify that they do not wish to report such data). The questionnaire was fully aligned to the definitions set out in the UK Listing Rules, with individuals asked to specify their gender identity and ethnicity in accordance with the categories as set out in the tables above.

 

The Board had delegated and empowered three Committees: an Audit Committee, a Remuneration Committee, and a Nomination Committee. Each Committee had written terms of reference set by the Board, which were reviewed annually. Membership of each Committee was determined by the Board on the recommendation of the Nomination Committee. Each Committee Chair reported to the Board on the activities considered and determined by the relevant Committee.

A summary of the Committees’ responsibilities and their work during the year can be found in the reports from the Committees appearing later in this Report.

The Committees were entitled to engage specific advisors as required to discharge their duties.

 

Following the year-end and in light of the reduction in size of the Board, it was determined during September 2024, to dissolve the Audit, Nomination and Remuneration committees, and to reabsorb the responsibilities previously delegated, within the remit of the Board.

 

The Board will re-establish committees in accordance with corporate governance best practice at such time as the Board is of sufficient size and composition for the committees to operate effectively in the discharge of their duties.

 

The Board held four scheduled meetings during the year at which it considered all matters of a routine nature, structured through clear agenda setting, written reports and presentations from both internal members of staff as well as external advisors and consultants as appropriate.

 

Page 24 of 109

Director’s attendance during the year ended 30 June 2024 was as follows:

 

In addition to the full, scheduled board and committee meetings, the Directors routinely meet during the intervening periods, and pass resolutions in writing, as appropriate.

 

The Nomination Committee did not formally meet during the year ended 30 June 2024.

 

The Articles of Association require that directors be put forward for re-election not less than every three years.

 

The composition of the Board of the Directors in relation to diversity is set out in the Nomination Committee Report on page 50.

 

The narrative below sets out in broad terms how the Group complies with the QCA Code 2018.

 

The Board meets regularly to review and approve the strategy for the Group. The strategic plan and business model are reviewed by the Board on an ongoing basis with relevant operational and management updates being reported to demonstrate delivery and progress. Decisions of the Board are made in line with the strategic plan and business model for the Group. Further details of the Group’s strategy can be found in the Strategic Report.

 

The Board is committed to listening and communicating openly with shareholders to ensure that its strategy, business model and performance are clearly understood. Understanding what analysts and investors think about us, and in turn, helping these audiences understand its business, is a key part of driving the business forward and the Group actively seeks dialogue with the market. The Directors do so via retail and institutional investor roadshows, attending and presenting at investor conferences, meeting with independent investment analysts and financial journalists and through the Company’s regular financial reporting.

 

The Annual General Meeting (“AGM”) is the principal annual forum open to all shareholders to discuss the business with the Directors each year. A Notice of AGM is sent to shareholders at least 21 clear days before the meeting. The chairs of the Board and each of the Committees, together with all other Directors, are expected to attend the AGM and be available to answer questions raised by

 

 

Page 25 of 109

 

shareholders. The results of the AGM will subsequently be announced and published on the Company’s website, including the number of proxy votes received for, against and withheld each resolution.

 

The Board values the opinions of key stakeholders in the business and regularly seeks to ensure that the views of its employees, suppliers, customers and partners are known and where relevant to the success of the business they are acted upon.

 

The Group recognises its responsibility to promote its success for the benefit of its stakeholders and understands that the business has a responsibility towards its shareholders, employees, partners, customers, suppliers and to the local community. The Board is also conscious that the tone and culture that it sets will impact all aspects of the Group and the way employees behave and operate. The importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Company has close on-going relationships with a broad range of its stakeholders, monitors feedback from them, and uses this to develop future policy.

 

 

Financial controls

The Audit Committee meets at least twice a year and at such other times as appropriate. The Audit Committee’s main functions include reviewing the effectiveness of internal control systems and risk assessment, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors, and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.

 

The Audit Committee also monitors the integrity of the financial statements of the Company and Group, including its annual and interim reports and any other formal announcement relating to financial performance. The Audit Committee considers the nature, scope and results of the auditors’ work and reviews, and can develop and implements policies on the supply of non-audit services that are provided by the external auditors where appropriate. The Audit Committee focuses particularly on compliance with legal requirements, accounting standards and the relevant London Stock Exchange Rules for Companies and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the Annual Report and Accounts remains with the Board. The identity of the Chairperson of the Audit Committee is reviewed on an annual basis and the membership of the Audit Committee and its terms of reference are kept under review. The Audit Committee members have no links with the Company’s external auditors.

 

Standards and policies

The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring that these standards are set out in written policies where appropriate. The Board acknowledges that the Group’s international operations may give rise to possible claims of bribery and corruption.

 

 

 

 

 

Page 26 of 109

 

risk. The Board has adopted a zero-tolerance policy toward bribery and has reiterated its commitment to carry out business fairly, honestly, and openly.

 

The Company has also adopted a share dealing code for the Board, in conformity with the requirements of the London Stock Exchange Rules for Companies and UK MAR and will take steps to ensure compliance by the Board and senior staff with the terms of the code. In summary, the share dealing code stipulates that those covered by it should:

 

All material contracts are required to be reviewed and signed by a senior Director of the Company and, where appropriate, will be reviewed by our external counsel.

 

The Company has a social media policy. The objective of the policy is to minimise the risks to the Company through use of social media. The policy deals with the use of all forms of social media, all social networking sites, internet postings, the Company’s website, non-regulatory news feeds and blogs. It applies to use of social media for business purposes as well as personal use that may affect the Company in any way. The policy covers all employees, officers, consultants, contractors, interns, casual workers, and agency workers.

 

As at 30 June 2024, the Board comprised the Executive Chairperson, three Non-Executive Directors and four Executive Directors. The three Non-Executive Directors were all considered to be independent. As at 30 June 2024, the Board was satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational and the Board is supported by an experienced Company Secretary who has broad experience administering public companies, including within the battery metals supply chain. The Chairperson will ordinarily hold review meetings with each Director to ensure they are performing as they are required.

During a normal financial year it is expected that at least four formal Board meetings will take place.

 

Key Board activities in the coming year will include reviewing the progress of the Group’s commercial development and careful monitoring of the Group’s investment plans following the fund raise. In addition the Board will:

 

 

Page 27 of 109

 

The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests must be reported to and, where appropriate, agreed with the rest of the Board.

 

The Board considered the other time commitments of the Non-Executive Directors when appointing them.

 

Each Board member is expected to dedicate sufficient time to the business of the Company as may be necessary to fulfil their duties. In the case of independent Non-Executive Directors, the expected time commitment is a minimum of three days per month; a maximum commitment is not defined and is determined by the particular needs of the business and the skillset of the relevant Director at such time.

 

All Directors receive regular and timely information on the Company’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.

 

Details of the number of meetings of the Board and its committees held during the year, together with the attendance record of each Director, are set out on page 24.

 

As at 30 June 2024, the Board was satisfied that, between the Directors, it had an effective and appropriate balance of skills and experience. In addition to the Executive Directors’ skills and experience of running the business over many years, the Non-Executive Directors, supported by the Company Secretary, bring recent and relevant skills in running listed public companies, in relevant finance and legal matters and in remuneration practices relevant to similar companies of the Company’s size and complexity.

 

The biographies of the Directors which are set out in this document set out the relevant skills and experience of each of the Directors.

 

All Directors are encouraged to attend update sessions to ensure that they are kept abreast of changes to regulatory codes and best practices. In addition, when appropriate, Board meeting agendas include updates from advisors on changes in regulations or requirements that are specifically pertinent to the Group. Director training requirements are considered as part of the Board Performance Review process.

 

The Board makes decisions regarding the appointment and removal of Directors and there is a formal, rigorous, and transparent procedure for appointments. The Company’s Articles of Association require that:

 

All Directors can take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense and with prior agreement from the Board.

 

The Company has engagement letters in place with such corporate advisers as are customary for public companies, including auditors, brokers, corporate finance advisers, financial PR consultants,

 

 

 

 

 

 

 

 

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and solicitors. These advisers make their services available to the Board or its committees as required from time to time.

 

In addition, the Directors have direct access to, and are encouraged to utilise, the advice and services of the Company Secretary.

 

The Board has undertaken an internal review of the Board, the Committees and individual Directors, in the form of a Board Performance Review and discussions to determine their effectiveness and performance as well as the Directors’ continued independence. This process offers Directors an opportunity to discuss their contribution in terms of their skills and experience, as well as identifying improvements or developments to enhance the capabilities of the Board as a whole. Further details of the Board Performance Review undertaken prior to the date of this report are set out in this Corporate Governance Report.

 

The Board aims to lead by example and to make decisions that are in the best interests of the Group and its stakeholders as a whole.

 

The Company’s culture is underpinned by a clear set of values, which guide decision-making at all levels in the business. The Board acknowledges more work is required to better articulate our values and to demonstrate our culture, and our work in this area will become increasingly evident as the Company grows and matures.

 

The Board reviews and approves the Group’s policies which are then implemented and communicated internally and externally to those who are expected to adhere to them.

 

The Board recognises that the tone and culture that it sets, as well as the decisions it takes, will greatly impact all areas of the Group, including the way employees behave and operate, and corporate culture of the Group as a whole; this will affect the performance of the business. The importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives.

 

The Company seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of its business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn is expected to ensure the delivery of its core objectives of sustained real growth in future profitability.

 

The Board meets at least four times each year at quarterly intervals. These meetings may be supplemented by additional meetings as and when required. In addition, Non-Executive Directors are invited to attend monthly update calls with the Executive Directors.

 

The Board and its committees receive appropriate and timely information prior to each meeting. A formal agenda is produced for each meeting and Board and Committee papers are distributed at least two days before meetings take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then

 

 

 

 

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circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.

 

The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for: overall Group strategy; approval of major investments; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the annual budgets and their performance in relation to those budgets. There is a clear division of responsibility at the head of the Company. The Chairperson is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction.

 

The CEO is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the executive team.

 

As at 30 June 2024, the Board was supported by the Audit Committee, the Remuneration Committee and the Nomination Committee. Each Committee had access to such resources, information, and advice as it deems necessary, at the cost of the Company, to enable the Committee to discharge its duties with prior Board agreement. The Remuneration Committee comprised not less than three members, all of whom are independent Non-Executive Directors. The Remuneration Committee ensures remuneration is aligned to the implementation of the Company strategy, market data and effective risk management, considering the views of shareholders and is also assisted by executive pay consultants as and when required.

 

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the AGM and RNS announcements. A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors, and the public on the Company’s corporate website. The Board receives regular updates on the views of shareholders through briefings and reports from the CEO and the Company’s nominated adviser. The Company will communicate with institutional investors frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of general investors’ views.

 

As at 30 June 2024, the Board comprised five Executive Directors and three independent Non-Executive Directors and is supported by the Company Secretary. The Directors have access to independent professional advice, where needed, at the Company’s expense.

 

The responsibilities of both the Chairman and CEO are clearly defined and understood:

 

 

 

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The role of the Non-Executive Directors is to:

 

 

During the year ended 30 June 2024, the Board conducted an assessment of its own effectiveness.

 

The Company Secretary issued a questionnaire to directors to complete on an anonymous basis. The questions were grouped into eight distinct areas of board governance, with quantitative scores generated and averaged to provide an overall score.

 

The quantitative assessment was supported by qualitative input by directors.

 

The findings of the board performance review were presented to, and discussed by, the Board.

 

The executive leadership team includes representation from a wide range of disciplines, each leader identifies and manages the key resources and relationships in their respective areas.

 

The Board ensures ethical values and behaviours are recognised and respected, promoting a strong culture of supporting our core values. These values are incorporated into our various codes and policies which the Board regularly reviews and updates. These codes include Employee Code of Conduct, Human Resources, Anti Bribery and Corruption, Modern Slavery, Health and Safety and Social Media policies.

 

When appointed, new Directors are provided with a full and tailored induction in order to introduce them to the business and management of the Group. Throughout their tenure, Directors are given access to the Group’s operations and personnel, and receive updates on relevant issues as appropriate, taking into account their individual qualifications and experience. This allows the Directors to function effectively with appropriate knowledge of the Group.

 

As at 30 June 2024, the Board was satisfied that each Director has sufficient time to devote to discharging his responsibilities as a Director of the Company.

 

The Board and its Committees recognise their responsibilities to shareholders and other stakeholders.

 

 

 

 

 

 

 

 

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The Company communicates with shareholders through the Annual Report and Accounts, regulatory announcements, the AGM as well as meetings with existing or potential new shareholders. Annual reports, as well as other regulatory announcements and related information, are all available on the Company’s website.

 

A list of the Company’s significant shareholders can be found below and in the investor section of the Company’s website which is updated following formal notifications of movements to the Company.

 

The Company maintains regular communication and dialogue with other stakeholders such as employees, customers, suppliers and regulators to understand their needs and concerns and factors these requirements into its decisions and activities.

 

As at 6 December 2024 the Company has been notified in accordance with Disclosure & Transparency Rule 5 (“DTR 5”), of the following beneficial significant shareholdings of 3% or more in the company's existing issued share capital:

 

 

As at 6 December 2024, the registered holders of 3% or more of the Ordinary shares in the capital of the Company were as set out in the table below. The beneficial significant shareholders as disclosed in the table above may hold shares in one or more of the accounts set out below, and may also have holdings in other registered accounts below the reporting threshold:

 

 

 

 

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The Board is ultimately responsible for the Group’s systems of internal control and for reviewing its effectiveness throughout the year. The systems are designed to manage rather than eliminate risk of the failure to achieve the Group’s strategic objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

 

The Board monitors financial controls through the setting and approval of an annual budget and the regular review of the monthly management accounts. Management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in the financial statements.

 

Key elements of the internal control system are described below:

 

The Board has conducted its annual review of the effectiveness of the system of internal control based on a review of significant risks identified, external audits and reports from management and concluded that the system of internal control is adequate given the stage of the Group’s development.

 

Details of the interests in the Shares of the Company of the Directors holding office as at the date of this report, and their immediate families, appear in the Remuneration Report on page 48.

 

Details of the Directors’ service contracts and letters of appointment appear in the Remuneration Report on page 48.

 

Robin Brundle and Alex Stanbury are both shareholders in Recyclus Group Limited, and Lester Kemp holds options over shares in Recyclus Group Limited. Messrs Brundle, Stanbury and Kemp do not participate in decisions relating to Recyclus Group Limited. As decisions taken by the Company’s Board are the preserve of directors who are independent of Recyclus Group Limited only, Technology Minerals plc does not control Recyclus Group Limited.

 

As at 30 June 2024, Century Cobalt Limited held 421,746,213 Ordinary shares in the Company, which comprised 26.20% of the Company’s issued share capital at that time. Century Cobalt Limited is a wholly-owned subsidiary of Century Cobalt Corp in which Alex Stanbury holds 23.47% of the common stock and Lester Kemp holds 0.77% of the common stock. Alex Stanbury controls Century Cobalt Limited.

 

As at 30 June 2024, procedures for dealing with Directors’ conflicts of interest were in place and were operating effectively.

 

The Company maintains liability insurance for its Directors and Officers.

 

 

 

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The Strategic Report is set out from page 4 and the consolidated income statement for the year is set out on page 62.

 

The Board will not propose a dividend for the period.

 

The Group has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors and the Audit Committee, working through the business leadership team. The Group’s principal risks and uncertainties are set out in the Strategic Report commencing on page 4.

 

The successful management of risk is essential to enable the Group to achieve its objectives. The ultimate responsibility for risk management rests with the Directors who evaluate the Company’s risk appetite and formulates policies for identifying and managing such risks. There are a number of financial risks that could potentially impact the activities of the Group and these include, but are not limited to, the following: price risk, credit risk, foreign currency risk, liquidity risk, etc. The Group’s objective in managing such risks is the creation and protection of shareholder value. In order to manage and mitigate such risks, the Group employs a number of risk management tools in its day-to-day operation.

 

The Directors consider that, taking into account the sale of its Irish lithium assets and reasonable expectation of access to funds, the year-end financial position was satisfactory and that the Group is positioned to sustain the present level of activity in the foreseeable future.

 

In March 2024, the Company entered into a Convertible Bond Facility with Atlas Capital in the total amount of £5.5 million, of which £2.5 million was drawn down at the year end and of this, as at 30 June 2024, £0.5 million had been converted into Ordinary shares in the Company. As at the date of this report, £0.7 million had been converted into Ordinary shares in the Company.

 

Previously, the Company had drawn £0.6 million under a convertible bond facility with CLG Capital; at the date of this report the settlement of this amount, by conversion into ordinary shares or in cash, is under negotiation following delays in CLG providing funds due under the agreement.

 

At the date of this report, £2.9 million of convertible loan notes are due for repayment over the coming 12 months and the Company is considering its financing options to enable it to meet agreed repayment schedules. The Company is confident of cashflows from Recyclus in the coming year from loan repayments and has undertaken a cost review to reduce its cash requirements. At the date of this report, Recyclus is seeking funding from third party investors which will reduce the requirement for further loans from the Company.

 

On 24 November 2024, the Group signed an agreement to sell its Irish Lithium assets in return for stock in NASDAQ-listed Critical Metals Corp., such shares being available for sale from 28 February 2025. The gross amount of the sale before costs and the settlement of obligations is US$10 million and the Company expects to receive c.£3.1 million net of capital gains tax in Ireland, introducer

 

 

 

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commission, settlement of joint venture partner interests and other related obligations, subject to share price fluctuations.

 

The Directors have a reasonable expectation that the Group’s and the Company’s cash resources will be adequate to enable them to meet their planned expenditure for at least 12 months from the date of approval of these consolidated financial statements. In determining this expectation, the Directors have considered their ability to raise additional funds should they be required, as well as the likelihood and timing of Recyclus Group loan repayments being received.

 

Although the Directors have been successful in raising finance in the past, no assurance can be given that funding will be available when it is required in future, or that it will be available on acceptable terms. Recyclus Group Ltd does not yet have a strong track record of repaying its loans to the Company. In view of the foregoing, the Directors consider that a material uncertainty exists as to the Group’s and the Company’s ability to continue as a going concern.

 

Having carefully considered the foregoing, the Directors nonetheless maintain their reasonable expectation that the Group and the Company will be able to meet its planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and the consolidated financial statement have therefore been prepared on a going concern basis.

 

In reaching this conclusion, the Board has considered the magnitude of potential impacts resulting from uncertain future events or changes in conditions, the likelihood of their occurrence and the likely effectiveness of mitigating actions that the Directors would consider undertaking.

 

The Board continues to monitor the impact of global conflict, including the Ukraine war, on the ability of the Group and the Company to pursue the strategy and will make appropriate changes should they be required. There is not considered to be any material impacts on the financial position or results of the Company or the Group as a result of the global conflict at the reporting date.

 

During the year, the Company made no charitable or political donations (2023: £nil).

 

As explained in the Strategic Report, the Company, particularly through its investment in Recyclus and the partnership between universities and Recyclus, has an interest in research and development in respect of battery technologies and chemistries.

 

Through its subsidiaries, the Group systematically carries out research into the mineralogy and metallurgy of its mineral exploration projects, developing geophysical models with a view to creating economic supplies of metals which are currently essential for the production of batteries. Such expenses are intended to be capitalised in accordance with the Company’s accounting policies from time to time.

 

Post balance sheet events are detailed in note 32 to these financial statements.

 

The Company provides certain disclosures under the framework recommended by the Task Force on Climate Related Disclosures (TCFD); this framework is designed to help investors and wider stakeholders understand how companies manage their climate related financial risks.

 

 

 

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Battery minerals mining and exploration can play a vital part in the economic and social development of many emerging or developing economies. Cameroon and other locations where the Company holds assets are no exception in this regard; these countries are likely to be vulnerable to the disruptive and potentially destructive impacts from climate change and extreme weather events. Cameroon currently has operating mines and a number of junior exploration businesses actively engaged in mineral exploration. There is therefore a likelihood, even expectation, of new discoveries and hence additional mines coming into production in Cameroon in the near future. The Group, which currently is in the exploration phase, is improving its awareness of climate related risks and physical impacts and implementing better plans to prepare for and adapt to these risks.

 

There is a wide range of factors that influence the adaption and resilience to climate change in battery metals mining and exploration. However, at the prospecting or exploration level, the main risks to our operations are physical factors manifested in acute impacts (severe and short-term) and chronic impacts (long-term, gradual change). Acute physical risk can be in the form of extreme weather and weather-related events such as excessive rainfall (during the wet season) or wildfires (during the dry season in Idaho, USA for example) while chronic impacts refer to enduring changes and shifts in, for example, air and land temperatures. Since our exploration activities are focused within the interior of the countries in which we explore, coastal and sea level impacts are negligible. However extreme weather conditions may pose challenges to access to site and lead to delays in exploration activities.

 

The nature of our work involves the collection and analysis of samples of various materials, ranging from rocks and earth (soils) to stream sediments in our search for anomalous quantities of minerals in the natural geological environment. These samples are small amounting to a few kilograms of material and are collected by teams of geologists (comprising 2 to 3 individuals). Remote-sensing exploration techniques, including geophysics, are practised occasionally, while drilling of small diameter holes (to depths of approximately 100 to 150m) into the bedrock is also carried out once anomalies have been identified from the sampling programmes. Trenches and pits may be periodically excavated, and material sampled. These mobile exploration activities are conducted from temporary, often tented, camps and bases with special attention to the maintaining of cordial and sound relations with our host communities in the various villages impacted by our presence. Rehabilitation of these sites after work activities would be normal practice.

 

For the purposes of financial reporting requirements and disclosure, at our current level of operations, climate-related risks are negligible. Should exploration activities lead to a discovery and hence more permanent, year-round, activities, the Company will reassess its position with regard to climate-related management.

 

The Company seeks to undertake its activities in a manner that minimises or eliminates negative impacts and maximise positive impacts of an environmental or socio-economic nature. The Company expects any third party working on its behalf, to undertake their work whether for or on behalf the Company, in a manner that reflects this ethos. The Company is committed to responsible stewardship of natural resources and the ecological environment.

 

The Company aims to continually improve its environmental performance and the prevention of pollution, reduce or control the creation, emission or discharge of any type of pollutant or waste and to reduce adverse environmental impacts; the integration of environmental management into management practices throughout the Company; rehabilitate disturbed land as much as possible and

 

 

 

 

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protect environmental biodiversity; protect cultural heritage resources; comply with applicable legal requirements; and train and educate employees in environmental responsibilities.

 

So far as each of the Directors at the date of approval of this report are aware:

The auditors, PKF Littlejohn LLP, are being proposed for reappointment at the forthcoming Annual General Meeting of the Company.

 

The independence and objectivity of the Company’s external auditors is essential to assuring the proper performance of their role, and the Board and Audit Committee place great importance in ensuring this independence is not impaired.

 

The Audit Committee terms of reference impose certain obligations on the Audit Committee including, annually assessing the external auditor’s independence and objectivity, considering any threats to the auditor’s independence and the safeguards applied to mitigate those threats, and specifically the provision of any non-audit services. This work is usually carried out at the end of each annual reporting cycle, taking into account the views of management as well as any matters specifically reported by the external auditors.

 

This review is usually undertaken during the closing Audit Committee immediately ahead of the final approval of the Annual Report & accounts by way of a debrief. Each of the external auditors and management are given the opportunity to discuss matters relating to the audit process, with the Audit Committee.

 

There are no contractual restrictions impacting the Company’s ability to select or appoint external auditors.

 

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and the Company financial statements in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.

 

In preparing these financial statements, the Directors are required to:

 

 

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The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

This document contains certain forward-looking statements. The forward-looking statements reflect the knowledge and information available to the Company and Group during preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future and thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company or Group.

 

Approved by the Board of Directors and signed by order of the Board:

 

Robin Brundle, Chairman

9 December 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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FOR THE YEAR ENDED 30 JUNE 2024

 

As at 30 June 2024, the Audit Committee comprised Nicholas Kounoupias (Committee Chairman), Philip Beard and Chang Oh Turkmani. Following the resignation of Philip Beard as non-executive director post financial year-end, in September 2024, and as described further in this report, the Board reviewed the composition of its Boards and determined in September 2024, that the work of the Audit Committee was best absorbed by the Board as a whole, for the time being.

 

All Committee members were considered by the Board to be independent Directors of the Company and to have the appropriate skills and expertise to enable them to carry out their role effectively.

 

Prior to its dissolution, appointments to the Committee were made by the Board following recommendations from the Nomination Committee. Only members of the Committee had the right to attend meetings. All three members of the Committee had a mix of knowledge and skills gained through their experience of business and management practices including risk and the industry sector and were considered by the Board to have recent and relevant financial experience.

 

Senior executives, and advisers, including the external auditor, were invited to attend from time to time, as appropriate. The external auditor discusses the audit plan and findings with the Committee ahead of, and following, each audit.

 

The Committee met not less than twice each year linked to the timing of the Company’s half year and full year results and also meets on an ad hoc basis when required.

 

An important part of the role of the Audit Committee was its responsibility for reviewing the effectiveness of the Group's financial reporting, internal control policies, and procedures for the identification, assessment and reporting of risk. The Committee devoted significant time to their review. The duties of the Audit Committee have been absorbed by the Board. Further information on the risk management and internal control systems is provided within the Strategic Report.

 

A key governance requirement of the Group's financial statements is for the report and accounts to be fair, balanced and understandable. The coordination and review of the groupwide input into the Annual Report and Accounts is a sizeable exercise performed within an exacting timeframe. It runs alongside the formal audit process undertaken by external auditors and is designed to arrive at a position where initially the Committee, and then the Board, is satisfied with the overall fairness, balance and clarity of the document and is underpinned by:

 

An essential part of the integrity of the financial statements are the key assumptions and estimates or judgements that have to be made.

 

The Committee reviewed key judgements prior to publication of the financial statements at the half year, as well as considering significant issues throughout the year. In particular, this included reviewing any materially subjective assumptions within the Group's activities.

Following the year-end, in September 2024, and following the resignation of Philip Beard as Non-Executive Director, the Board considered the suitability of its committee structure and determined

 

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that, it lacked sufficient independent non-executive directors for its committees to operate effectively and efficiently, and that the work of each of its committees was best, for the time being, reabsorbed into the work of the Board as a whole.

 

The Board is mindful of the changes in recommended best practice in corporate governance, and notes that the QCA has refreshed its corporate governance code, and notes that the QCA Code reasserts the long-respected expectation in governance good practices, whereby, Boards may diverge from conventional governance approaches provided there is a well justified explanation.

 

The Committee reviewed and was satisfied that the judgements exercised by management on material items contained within the Annual Report were reasonable.

 

The Board also considered management's assessment of going concern with respect to the Group's cash position and its commitments for the next 12 months. In this respect, the Committee refers to the going concern section in the Directors' Report.

 

During the year ended 30 June 2024, the Audit Committee worked to a planned programme of activities, which were focused on key events in the annual financial reporting cycle and other matters that are considered in accordance with its Terms of Reference.

 

The Terms of Reference of the Audit Committee were last reviewed in September 2023.

 

During the year ended 30 June 2024, the Audit Committee provided oversight and guidance to contribute to the ongoing good governance of the business, particularly by providing assurance that shareholders’ interests are being properly protected by appropriate financial management, reporting and internal controls.

 

The Audit Committee operated within terms of reference approved by the Board, including:

 

As mentioned elsewhere, since the year end two directors have resigned which has meant that the number of independent non-executive directors is two, and therefore the Board considered it appropriate that until further non-executive directors are appointed the duties of the Audit Committee are taken over by the Board.

 

 

 

9 December 2024

 

 

 

 

 

 

 

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FOR THE YEAR ENDED 30 JUNE 2024

 

As at 30 June 2024, the Remuneration Committee comprised Philip Beard (Committee Chairman), Chang Oh Turkmani and Nicholas Kounoupias. Following the resignation of Philip Beard as non-executive director post financial year-end, in September 2024, and as described further in this report, the Remuneration Committee was dissolved in September 2024 after a review of the ongoing suitability of its committees’ composition determined that the work of the Remuneration Committee was best absorbed by the Board as a whole for the time being.

 

The Remuneration Committee's main functions included determining the policy and amount of the remuneration of the Executive Directors and other senior executives including bonuses, incentive payments and share options.

 

During the year, the Committee kept under review the base-level remuneration available to Executive Directors, as well as potential performance related pay within the context of the Company’s Remuneration Policy, corporate performance, and financial position.

 

The Committee sought to ensure remuneration is defined:

 

Milestone payments had previously been set in place for executive management under which they would be eligible to receive a bonus commensurate with growth in the Company’s share price, up to a maximum of 200%. The Committee retained discretion to pay the bonus in cash or through the issue of shares in the Company.

 

The Committee considered the potential remuneration outcomes and was satisfied that the maximum remuneration was capped and could therefore not lead to excessive formulaic outcomes.

 

Against the backdrop of the Company’s Remuneration Policy, corporate performance and financial position, together with comparable market rates and the external economy (particularly the inflationary position), the Committee had previously considered that the revised remuneration was appropriate.

 

Two of the significant shareholders are represented on the Board, and the Directors have open channels of communication with other significant shareholders.

 

In view of the small number of direct employees of Technology Minerals Plc itself, the Board does not currently formally engage with the wider workforce on matters of remuneration, however the Directors are mindful of the importance and value that such engagement may have as the Company grows and will therefore keep the matter under periodic review.

 

 

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No bonus payments were approved in respect of the year ended 30 June 2024.

 

Remuneration Policy

In September 2023, the Board reviewed and revised the Remuneration Policy. This policy was last presented to shareholders at the Company’s 2023 AGM.

 

Following the dissolution of the Remuneration Committee, references within the policy to the (Remuneration) Committee should be read substituting the “Board” for the “Committee”.

 

At the time of the Company’s 2023 AGM, it had been intended that the remuneration policy would be further reviewed during the course of the 2023-24 financial year on the presumption that the Group would have been enlarged by the acquisition of Recyclus Group Ltd. As this has not taken place, the review of the remuneration policy has not yet taken place.

 

Development of Policy report

The Remuneration Committee sets the Remuneration Policy for Executive Directors and other senior executives, to ensure that the compensation offered is fair and balanced to attract and retain Executive Directors of the calibre necessary to deliver the Company’s strategic objectives over both the short and the long term in the contexts of the:

 

In so doing, the Committee seeks to address the need to balance risk and reward, striving to achieve simplicity, transparency, and long-term alignment of interests with shareholders.

 

The Committee monitors the variable pay arrangements to take account of risk levels, ensuring an emphasis on long-term and sustainable performance.

 

The Committee believes that the incentive plans are appropriately managed and that the choice of performance measures and targets does not encourage undue risk taking by the Executives so that the long-term performance of the business is not compromised by the pursuit of short-term value. The plans incorporate a range of internal and external performance metrics, measuring both operational and financial performance over differing and overlapping performance periods, providing a rounded assessment of overall Company performance.

 

In order to manage conflicts of interest, no Director or employee participates in discussions pertaining to their own remuneration.

 

Technology Minerals Plc is committed to creating an inclusive working environment and to rewarding our employees throughout the organisation in a fair manner.

 

While employees are not formally consulted in respect of the Remuneration Policy, when making decisions on executive pay the Committee considers wider workforce remuneration and conditions to ensure that they are aligned on an ongoing basis. In particular, the Committee considers wider workforce salary increases when determining those for Executive Directors.

 

 

 

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Employees throughout the Company should be able to share in the success of the Company and at such time as the Company’s growth makes it economic to do so, it is intended to implement a Save As You Earn (SAYE) share option plan for all eligible employees.

 

The Company has consulted with its largest shareholders in respect of this Remuneration Policy.

 

Committee members endeavour wherever practicable to attend the AGM in order that they can answer any questions from shareholders. The Committee welcomes feedback from shareholders on the remuneration policy throughout the year.

 

The Committee informs itself from time to time of the latest views of investor bodies and their representatives, including the Investment Association, the Pension and Lifetime Savings Association and proxy advice agencies such as Institutional Shareholder Services.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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During the year under review the Executive Directors received a basic salary, a bonus, a company car allowance (where appropriate) and pension fund contributions details all of which are set out in table below.

 

The remuneration of the Non-Executive Directors comprises fixed fees which are set by the Board. Advice is taken on appropriate levels taking account of the development of the Group, market practice, time commitment and responsibility.

 

 

 

 

 

 

 

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The Remuneration Committee awarded a 14% per annum pay increase to the remuneration of Executive Directors from June 2023. During the year ended 30 June 2024, this increase was rescinded as part of the Group’s cost control, and resulting in the reported reduction of basic salary between 2023 and 2024.

 

The highest paid Director during the year was Alex Stanbury receiving a total remuneration of £209,000 (2023: £212,000).

 

The graph compares the Company’s total shareholder return (“TSR”) performance and that of the FTSE Small Cap Index over the period since the Company’s floatation on 17 November 2021, each rebased from 100. This graph shows the value, up to 30 June 2024, of £100 invested in Technology Minerals Plc on 17 November 2021 compared with the value of £100 invested in the FTSE Small Cap Index. On this basis the value, as at 30 June 2024, of £100 invested is as shown on the graph.

 

The index was selected on the basis that it reflects the share price performance of small cap companies listed on the FTSE index.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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The Executive Directors are engaged under service contracts with the following terms and conditions:

 

Payments on termination for Executive Directors, other than on the grounds of incapacity or circumstances justifying summary termination, are restricted to the value of any unexpired notice period and the cost of providing other contractual benefits during the unexpired notice period. There is no period of qualifying service relating to payments on termination other than as may be determine by statute.

 

The Non-Executive Directors are appointed for an initial fixed period of three years but may be terminated by either party giving to the other not less than three months’ notice prior to the expiry of that initial period.

 

As at 30 June 2024, the Directors were directly or indirectly interested in the Company’s issued share capital as follows:

 

 

 

 

 

 

 

 

 

 

 

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9 December 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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FOR THE YEAR ENDED 30 JUNE 2024

 

As at 30 June 2024, the Nomination Committee comprised Chang Oh Turkmani (Committee Chair), Philip Beard and Nicholas Kounoupias. Following the resignation of Philip Beard as non-executive director post financial year-end, in September 2024, and as described further in this report, the Nomination Committee was dissolved in September 2024 after a review of the ongoing suitability of its committees’ composition determined that the work of the Nomination Committee was best absorbed by the Board as a whole for the time being.

 

The main responsibilities of the Committee were as follows;

 

Before any appointment is made by the Board, the Nomination Committee evaluates the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.

 

The Nomination Committee did not meet during the year. The results of the Board performance evaluation were reviewed by the full Board.

 

No changes were made to the Board or its composition during the year ended 30 June 2024.

 

 

 

 

9 December 2024

 

 

 

 

 

 

 

 

 

 

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FOR THE YEAR ENDED 30 JUNE 2024

The Board is committed to further evolving its ESG performance, seeking to embrace best practices to the extent they are appropriate and applicable to the maturity of the Technology Minerals group. Following the year-end the Company announced that it would not be progressing the merger with its 48.35% held associate, Recyclus Group Ltd. Consequently, the level of environmental disclosures that are appropriate will be reassessed.

 

The Directors pay close attention to ESG matters relating to the Group, including diversity and culture.

As a minimum, the Board ensures the Company:

 

This ESG Report is divided into the three key areas of Environment, Social, and Business Governance & Corporate Responsibility. Details of our approach to corporate governance is set out in the Corporate Governance Report.

 

We take our responsibility towards the environment seriously and strive to reduce our impact.

 

The Board expects that key management actions and decisions are taken with the environmental impact having been given full consideration.

 

We recognise the potential impact that our activities can have on the environment and, as such, we are constantly seeking to minimise any adverse impact that our activities may have whilst we operate. We are committed to conducting our business in an ethical manner, with due care and respect for the environment we operate in. As such, we aim to continuously improve our environmental management practices and performance.

 

We realise that water is a shared and finite resource. We aim to preserve water sources, protect the waterways we use, and support access to high-quality water wherever we operate. Wherever possible, we will ensure that water is recirculated in our operations to reduce our demand on freshwater.

 

We recognise global climate change science, as laid out by the Intergovernmental Panel on Climate Change. We will continually monitor and work towards reducing our carbon footprint with the ultimate goal of being carbon neutral.

 

We maintain regular communication and dialogue with our stakeholders such as employees, customers, shareholders, suppliers and regulators to understand their needs and concerns and factor these requirements into our decisions and activities.

 

 

 

 

 

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The Company requires all executives and employees to act ethically, sustainably, fairly, and transparently in their dealings with their colleagues, customers, and suppliers. The Company embeds these values through staff training and surveys, and development conversations.

 

We are committed to employment engagement, diversity and inclusion and to developing a broad base of employees that are valued, respected, and supported throughout the organisation, as is essential to our long-term growth prospects. Enhancing workforce diversity, particularly among management positions, is likely to help attract and develop the best talent. High levels of employee engagement, fair treatment, and equitable levels of pay and advancement opportunities are all likely to contribute to increased productivity and performance through all levels of the company.

 

We require all our employees, consultants, contractors, suppliers and subsidiaries to adopt the highest Health and Safety standards whenever they are on any of our sites. The Group’s Emperium and Blackbird projects are located within the Salmon-Challis National Forest in the Salmon River Mountains, Lemhi County, east-central Idaho, USA. Group personnel do not go into the field when there is a wildfire in the general area, and there is liaison with other company field teams operating in the vicinity as well as the Forestry Service which closes access gates if there is a fire.

 

We are committed to respecting human rights. We actively support our employees, business partners and others to understand and meet our standards and expectations.

 

We are committed to preventing the occurrence of modern slavery and human trafficking in our operations and supply chains. This Statement serves as a voluntary Statement under the UK Modern Slavery Act 2015 (UK Act). For the purposes of this Statement, we have considered the definitions of modern slavery in the UK Act, which cover various forms of exploitation including:

 

These terms are also defined and recognised under international law.

 

Technology Minerals communicates regularly with shareholders through the Annual Report and Accounts, Half Year Results, regulatory announcements, the AGM and other meetings. A range of corporate information (including all Company announcements and presentations) is available to shareholders, investors, and the public on the Company’s website, www.technologyminerals.co.uk.

 

To the extent that our operations impact members of the wider community, we are mindful of the importance of widening our view as to who comprises our community, and we look to continually improve our engagement with our community and wider stakeholders. We enjoy receiving input from members of the community and invite comment and input. Our contact details are shared on our website.

 

 

 

 

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The Group is committed to conducting our business in an ethical and responsible manner and to complying with all applicable laws and regulations. We require all our employees and all third parties acting on our behalf to behave honestly and to operate with integrity.

 

The Board meets regularly to review, formulate, and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals.

 

The corporate governance arrangements are more fully set out in the Directors Report from page 20.

 

The Board acknowledges that the Company’s international operations may give rise to possible claims of bribery and corruption. In consideration of the Bribery Act 2010, the Board reviews the perceived risks to the Group arising from bribery and corruption to identify aspects of the business which may be improved to mitigate such risk. The Board has adopted a zero-tolerance policy toward bribery and has reiterated its commitment to carry out business fairly, honestly, and openly.

 

The Company has also adopted a Share Dealing Code for the Board, in conformity with the requirements of the London Stock Exchange Rules for Companies and the Market Abuse Regime (MAR) and will take steps to ensure compliance by the Board and senior staff with the terms of the code.

 

The Board recognises the importance of relationships with the wider community and its obligations to employees, shareholders, customers, suppliers, the environment, the local community, and others.

 

Through procedures and policies that are currently in place, we aim to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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We have audited the financial statements of Technology Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

 

In our opinion:

 

 

 

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

 

 

We draw attention to the going concern section in note 2 to the financial statements which indicates that the group’s assets are not yet generating revenues, and an operating loss has been reported for the year ended 30 June 2024. The group's ability to meet its operating cash requirements across the going concern period is reliant on the group's ability to raise funds and its associate to commence cash-generative operations and remit payments accordingly. Management are in active discussions to secure funding, and whilst they are confident that funding will occur and the associate will commence cash-generative operations, there is no guarantee that these events will happen within the required timeframe.

 

As stated in note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the

 

 

 

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directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:

 

 

 

 

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.

 

 

 

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We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions, and disclosures, for example in determining sample sizes.

 

We have agreed with those charged with governance that we would report any individual audit difference in excess of £13,700 (2023: £12,400) for the group and £9,600 (2023: £6,800) for the parent company as well as differences below these thresholds that, in our review, warranted reporting on qualitative grounds.

 

 

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates for impairment of exploration and evaluation costs, of investments in and loans to associates, which involved making assumptions and considering future events relating to forecasted revenue and funding in pipeline that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

 

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the group and parent company financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.

 

Of the 7 components within the group, a full scope audit was performed on the complete financial information of 3 components. For the 4 components not considered to be financially significant, we performed a limited scope review which involved analytical procedures together with substantive testing on specified account balances as appropriate. As the group auditor, we identified risk areas applicable to those components based on their relative size, risks in the business and our knowledge of the component that was determined to be appropriate to respond to the risk of material misstatement at the group level. The group engagement team performed all audit procedures for the purposes of the consolidated financial statements.

 

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

 

 

 

 

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The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other

 

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information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

 

 

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

 

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

 

 

 

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

 

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

 

 

 

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

 

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

 

 

 

 

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

 

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

 

 

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

 

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

 

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We were appointed by the Board of Directors on 15 December 2022 to audit the financial statements for the year ending 30 June 2023, and subsequent financial periods. Our total uninterrupted period of engagement is two years, covering the year ended 30 June 2024.

 

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

 

Our audit opinion is consistent with the additional report to the audit committee.

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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