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"2023-01-01T00:00:00", "unit": "iso4217:GBP" } }, "ifrs-full_CashAndCashEquivalents_E78_PY": { "value": "49316", "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": { "value": "\n
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Company is a public company limited by shares which is incorporated in England. The registered office
of the Company is 1 Ely Place, London EC1N 6RY, United Kingdom. The registered number of the Company
is 05714562.
The principal activities of the Company are investing in precious and strategic metals.
Statement of compliance
The consolidated financial statements of the Group are prepared under IFRS and International Financial
Reporting Interpretations Committee (IFRIC) interpretations in accordance with the International
Accounting Standards Board (IASB) in conformity with the requirements of the Companies Act 2006
applicable to companies reporting under IFRS. The standards have been applied consistently.
The Historical Financial Information is presented in pounds sterling and the amounts are rounded to the
nearest \u00a3.
Accounting policies
Basis of preparation
The Historical Financial Information has been prepared on a historical cost basis, as modified by the
revaluation of certain financial assets and liabilities and investment properties measured at fair value
through profit or loss.
The Historical Financial Information is prepared in pounds sterling, which is the functional currency of the
Company.
Changes in accounting policies
(i) New and amended standards adopted by the Group
\u2022 Annual Improvements to IFRS Standards 2018-2020 \u2013 effective 1 January 2022
\u2022 Amendments to IFRS 3 \u2013 Reference to the Conceptual Framework \u2013 effective 1 January 2022
\u2022 Amendments to IAS 16 \u2013 Property, Plant and Equipment: Proceeds before intended use \u2013 effective
1 January 2022
\u2022 Amendments to IAS 37 \u2013 Onerous Contracts: Cost of Fulfilling a Contract \u2013 effective 1 January 2022
The new and amended Standards and Interpretations which are in issue are not expected to have a material impact
on the financial statements.
(ii) New standards, amendments and interpretations in issue but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective:
\u2022 Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current \u2013
Deferral of Effective Date \u2013 effective 1 January 2023
\u2022 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting Policies \u2013 effective 1 January 2023
\u2022 Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors \u2013 Definition
of Accounting Estimates \u2013 effective 1 January 2023
\u2022 Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards will have a material impact on the financial
information of the group or company in future periods.
\n
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
companies controlled by the Company, the Subsidiary Companies, drawn up to 31 December each year.
Control is recognised where the Company has the power to govern the financial and operating policies of
an investee entity so as to obtain benefits from its activities. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated statement of profit or loss from the effective
date of acquisition or up to the effective date of disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All intra-group transactions, balances, income and
expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group\u2019s equity therein.
Non-controlling interests consist of the amounts of those interests at the date of the original business
combination and the minority\u2019s share of changes in equity since the date of the combination.
Segmental reporting
The Group\u2019s prime business segment Is investing in natural resources.
The Board considers that the Group has one operating segment, its UK sector consisting of the parent
company which provides administrative and management services to the subsidiary undertakings.
Short term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded
at transaction price. Any losses arising from impairment are recognised in the statement of profit or loss
in other operating expenses.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRS requires the Directors to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and opinions or statements received from competent professional advisors. The
assumptions used are considered to be reasonable under the circumstances and the results of which form
the basis of making judgements about the carrying values of assets and liabilities that are readily apparent
from other sources. Actual results may differ from these estimates.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised if the revisions affect only that period.
Critical estimates and judgements that have the most significant effect on the amounts recognised in the
financial statements and/or have a significant risk attached to:
\u2022 Carrying value of intangible assets
The Directors carried out an impairment review of the intangible assets and found that no impairment is
necessary. At 31 December 2022, the Group\u2019s intangible asset relates to goodwill on acquisition of
Goldridge Holdings Limited. The project is currently still being developed, for which the most sensitive
assumption is the probability of technical success and, given their nature, impairment adjustments
triggered by future events that have yet to occur which may be material. In addition, there is a significant
risk that impairments recognised in any one period may be subject to material adjustments in future
periods. The carrying value of the intangible assets at the year end is \u00a3575,077 (2021: \u00a3575,077). See Note
10.
\n
\u2022 Carrying value of investments
The Directors carry out a review of the carrying value of the investments each year to determine if any
provision for impairment is necessary. The policy for impairment of investments is based on, where
appropriate, the trading performance of the relevant investment and on management\u2019s judgement. A
considerable amount of judgement is required in assessing the carrying value of these investments,
including the current and estimated future trading performance of the relevant investment. Management
found that the carrying value of its investments in BritNRG Limited and IMC should be impaired in full
resulting in an impairment charge of \u00a3440,582 (2021: \u00a3Nil) (as detailed on page 5).
\u2022 Valuation of share based payments
The fair value of share based-payments recognised in the income statement is measured by use of the Black
Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments.
The expected life used in the model is adjusted; based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral conditions. The share price volatility percentage
factor used in the calculation is based on management\u2019s best estimate of future share price behavior based
on past experience, future expectations and benchmarked against peer companies in the industry.
Foreign currencies
For the purposes of the consolidated financial statements, the results and financial position of each Group
entity are expressed in pounds sterling, which is the presentation currency for the consolidated financial
statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity\u2019s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the
dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at the reporting date. Exchange differences arising are included in the
profit or loss for the year.
For the purposes of preparing consolidated financial statements, the assets and liabilities of the Group\u2019s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for the year. Gains and losses from exchange
differences so arising are shown through the Consolidated Statement of Changes in Equity.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated
impairment losses.
Intangible assets - Goodwill
Goodwill on acquisition is capitalised and shown within fixed assets. Positive goodwill is subject to annual
impairment review with movements charged in the income statement. Negative goodwill is reassessed by
the Directors and attributed to the relevant assets to which it relates.
Impairment of fixed assets and investments
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset\u2019s fair value less costs of disposal and value in use.
\n
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Financial instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a
similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities
are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities
are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate
of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
Trade and other receivables
Trade and other receivables are held for the collection of contractual cash flows and are classified as being
measured at amortised cost. They are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method less provision for impairment.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short-term investments to be cash
equivalents.
Financial liabilities
The directors determine the classification of the Company\u2019s financial liabilities at initial recognition. The
financial liabilities held comprise other payables and accrued liabilities and these are classified as loans and
receivables.
Loans and borrowings
Loans and borrowings are initially recognised at fair value net of any transaction costs directly attributable
to the issue of the instrument. Such interest-bearing liabilities are then subsequently measured at amortised
cost using the effective interest rate method. Interest expense includes initial transaction costs and any
premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Interest charges are recognized as an expense within finance costs in the profit or loss statement.
Share capital
The Company\u2019s ordinary shares of nominal value \u00a30.0001 each (\u201cOrdinary Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Ordinary Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
The Company\u2019s deferred shares of nominal value \u00a30.0049 each (\u201cDeferred Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Deferred Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
\n
The tax charge represents tax payable less a credit for deferred tax. The tax payable is based on profit for
the year. Taxable profit differs from the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items of income or expense that are never taxable or deductible. The
Company\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts
of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Going concern
The Historical Financial Information has been prepared on the assumption that the Group will continue as
a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing
trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the
going concern assumption is appropriate, the directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of approval of the Historical Financial
Information.
The directors have undertaken this review and consider that there are material uncertainties as outlined
below, which may cast significant doubt on the group\u2019s ability to continue as a going concern and therefore
as a result may be unable to realise its assets and settle its liabilities in the normal course of business.
The material uncertainties relate to the level of costs which the company expects to recover from the
defendants following its successful litigation outcome announced earlier in the year. Relating to this there
are material uncertainties relating to the timing of these cash receipts, and the ability of defendants to pay
the outstanding legal costs in full. A contingent asset in respect of this claim is disclosed in Note 21 of the
financial statements.
The Board considers that is has sufficient short term funding to meets its operational overheads and other
costs for the next twelve months, but currently does not have the funds available to settle its outstanding
legal costs on the legal case until these costs have been recovered from the defendants. The Board
continues to manage outstanding creditors in respect of the legal case so that its cash flows stay within
available facilities, and expects to be able to defer settlement of these liabilities until the costs have been
recovered. As a result of this the directors have adopted the going concern basis for the preparation of
these financial statements. However, due to the positive outcome of the litigation process, the Directors
are confident that a significant portion of the funds, as determined by the Courts, will be received in the
short term.
Following the review of ongoing performance and cash flows, the directors have a reasonable expectation
that the Group has adequate resources to continue operational existence for the foreseeable future.
\n
Share-based payments
The fair value of options and warrants granted to directors and others in respect of services provided is
recognised as an expense in the profit and loss account with a corresponding increase in equity reserves \u2013
the share- based payment reserve.
On exercise or cancellation of share options, the proportion of the share-based payment reserve relevant
to those options is transferred to the profit and loss account reserve. On exercise, equity is also increased
by the amount of the proceeds received.
The fair value is measured at grant date and the charge is spread over the relevant vesting period.
The fair value of options is calculated using the Black-Scholes model taking into account the terms and
conditions upon which the options were granted. Vesting conditions are non-market and there are no
market vesting conditions. The exercise price is fixed at the date of grant and no compensation is due at
the date of grant.
Finance costs
Finance costs are recognised as interest accrues, using the applicable interest rate.
Pension contributions
The Group operates a defined contribution pension plan, which requires contributions to be made to a
separately administered fund. Contributions to the defined contribution scheme are charged to profit or
loss as they become payable.
Exploration for and evaluation of mineral resources
Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired
and development expenditure are recognised at cost.
Exploration and evaluation costs arising following the application for the legal right, are capitalised on a
project-by-project basis, pending determination of the technical feasibility and commercial viability of the
project. When a project is deemed not feasible, related costs are expensed as incurred. Costs incurred
include any costs pertaining to technical and administrative overheads. Administration costs that are not
directly attributable to a specific exploration area are expensed as incurred, and subsequently capitalised if
it is reasonably certain that a resource will be defined.
Capitalised development expenditure will be measured at cost less accumulated amortisation and
impairment losses.
Until such time, and only after an extensive assessment of the project is carried out, will management be in
a position to determine the value of the project and ultimately the return to shareholders.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting
date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount
of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which
the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the
asset and generates cash inflows that largely independent of the cash inflows from other assets or groups
of assets.
Provisions and contingent assets and liabilities
A provision can only be recognised when it meets the definition of a liability, which is a present obligation
resulting from past events. Provisions are made where an event has taken place that gives the Company a
legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a
reliable estimate can be made of the amount of the obligation.
A contingent liability is disclosed where there is a possible obligation depending on whether an uncertain
future event occurs, and when there is a present obligation but payment is not probable.
\n
A contingent asset is disclosed in the notes to the financial statements where a possible asset arises from
past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group. A determination of costs to be
recovered from the ongoing legal proceedings is yet to be decided.
\n
2. OPERATING LOSS
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
This is stated after charging/(crediting):
(Loss) on foreign exchange (2,883) (12,439)
(Loss)/profit on disposal of investments - (149,545)
Impairment of investments 440,582 -
Auditor\u2019s remuneration:
- audit services 60,000 17,200
- non-audit services* - 48,000
* Amounts payable to Edwards Veeder (UK) Limited by the Company in respect of non-audit services was \u00a3Nil net of VAT
(2021: \u00a340,000) in relation to work as reporting accountants on the Company\u2019s May 2021 Prospectus.
3. FINANCE INCOME
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Other interest 35,782 - 35,782 -
Interest from group undertakings - - 14,220 16,689
35,782 - 50,002 16,689
4. FINANCE COSTS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Interest on loans 118,949 14,654 118,949 14,654
Interest on convertible loan notes 19,402 - 19,402 -
Credit facility charges 678 120 678 120
139,029 14,774 139,029 14,774
5. AUDITOR\u2019S REMUNERATION
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Fees payable to the Company\u2019s auditors for the audit of the
Group\u2019s annual financial statements 60,000 17,200
Fees payable to the Company\u2019s auditors for other services - 48,000
Total auditor\u2019s remuneration 60,000 65,200
\n
6. DIRECTORS\u2019 AND OFFICER\u2019S REMUNERATION
There were no employees during the year apart from the directors and the chief financial officer, who are the key
management personnel. None of the directors had benefits accruing under money purchase pension schemes.
Group and Company Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Directors\u2019 Remuneration
Fees 87,250 34,500
Salaries 115,158 234,475
Benefits 10,710 6,310
Bonus 10,000 85,500
Pension contributions * 1,584 2,858
Total Directors\u2019 Remuneration 224,702 363,643
The number of directors who accrued benefits under company pension plans
was as follows:
Defined contribution plans 3 4
T
he highest paid director is R Gerritsen who is the only Executive Director. Details can be found in the Remuneration Report
on page 27.
Group and Company Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Officer\u2019s Remuneration
Salary 45,000 42,500
Bonus 2,500 13,000
Social security 5,570 6,448
Pension contributions * 1,163 1,088
Total Officer\u2019s Remuneration 54,233 63,036
Total Directors\u2019 and Officer\u2019s Remuneration 278,935 426,679
Average number of employees 4 5
*
Pension contributions made by the Company are calculated at 3% of the employees\u2019 qualifying earnings. Total pension
contributions made by the Company for the year was \u00a32,747 (2021: \u00a33,946).
\n
7. TAXATION
a) Analysis of charge in the year
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
United Kingdom corporation tax at 19% (2021: 19%) - -
Deferred taxation - -
- -
b) Factors affecting tax charge for the year
The tax assessed on the loss on ordinary activities for the year differs from the standard rate of corporation tax in
the UK of 19% (2021: 19%). The differences are explained below:
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Loss on ordinary activities before tax (2,218,437) (1,864,279)
Loss multiplied by standard rate of tax (421,503) (354,213)
Effects of:
Expenses not deductible for tax 87,444 52,250
Losses carried forward not recognised as deferred tax assets 334,059 301,963
- -
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against
which they can be recovered.
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Losses carried forward:
Brought forward losses 31 December 2021 3,628,407 2,039,129
Current year allowable losses 1,758,205 1,589,278
Losses carried forward for 31 December 2022 5,386,612 3,628,407
In May 2021, the UK Government enacted a budget that increased the corporation tax rate to 25% from the current rate of
19%. If the losses carried forward were calculated at the increased rate of 25% the total losses carried forward not recognised
as a deferred tax asset would be \u00a31,346,653 (2021: \u00a3907,102).
8. COMPANY LOSS FOR THE YEAR
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and
has not included its own statement of profit or loss and statement of comprehensive income in these financial
statements. The Company\u2019s loss for the year amounted to \u00a32,116,716 (2021: \u00a31,676,741).
\n
9. EARNINGS/(LOSS) PER SHARE
Basic loss per share is calculated by dividing the loss attributed to ordinary shareholders of \u00a32,218,437 (2021:
\u00a31,864,279) by the weighted average number of shares of 1,180,022,761 (2021: 849,236,645) in issue during the
year.
The diluted loss per share is the same as the basic loss per share as warrants and options are not dilutive due to
the Company\u2019s loss for the year.
10. INTANGIBLE FIXED ASSETS
Group Goodwill Total
\u00a3 \u00a3
Cost
At 1 January 2022 and at 31 December 2022 575,077 575,077
Amortisation
At 1 January 2022 and 31 December 2022 - -
Net book value
At 31 December 2022 575,077 575,077
At 31 December 2021 575,077 575,077
The Group\u2019s intangible assets comprises goodwill arising on its investment in Gold Ridge Holdings Limited, including its
subsidiary Gold Ridge Holdings USA Limited, its gold asset in Arizona, USA. The project is
currently still being developed and a
recent sampling campaign is currently being analysed. Until there is a full understanding of the asset, by determining the
potential yield and the subsequent potential future medium to long term value, the Directors have determined that a more
detailed scope of sampling work should be undertaken to support both historic and recent encouraging sampling data.
In accordance with the accounting policy, the Directors undertook an assessment of the following areas and circumstances
that could indicate the existence of impairment:
\u2022 The Group\u2019s right to explore in an area has expired, or will expire in the near future without renewal;
\u2022 Local, on-site knowledge of the location;
\u2022 No further exploration or evaluation is planned or budgeted for;
\u2022 A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
\u2022 Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 31
December 2022.
11. INVESTMENTS
Group
Available for sale Investments Total
\u00a3 \u00a3 \u00a3
At 31 December 2020
- 466,652 466,652
Additions
500,000 799,097 1,299,097
Disposals
(500,000) - (500,000)
At 31 December 2021
- 1,265,749 1,265,749
Additions
- 35,676 35,676
Impairments
- (440,582) (440,582)
At 31 December 2022
- 860,843 860,843
\n
Investments totalling \u00a3440,582 (2021: \u00a3nil) were impaired during the year. The investment in IMC of \u00a3265,582 and the
investment in BritNRG Limited of \u00a3175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.
The Group's investment comprises its equity investment of \u00a3255,566 (2021: \u00a3255,566) in Lake Victoria Gold Ltd and its
\u00a3605,280 (2021: \u00a3605,280) investment in EQTEC Italia via a loan to its wholly owned subsidiary, MetalNRG Eco Limited. The
Directors carried out an impairment review and are satisfied that the carrying value of the investment at the year end is
reasonable and that no impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.
Company Available for sale Investments Subsidiaries Loans Total
\u00a3 \u00a3 \u00a3 \u00a3 \u00a3
At 31 December 2020 - 466,652 583,049 52,684 1,102,385
Additions 500,000 193,821 - 748,500 1,442,321
Disposals (500,000) - - - (500,000)
Transfers - - (46,074) 46,074 -
At 31 December 2021 - 660,473 536,975 847,258 2,044,706
Additions - 35,676 - 104,605 140,281
Impairments - (440,582) - - (440,582)
Transfers - - - (605,371) (605,371)
At 31 December 2022 - 255,567 536,975 346,492 1,139,034
At 31 December 2022, the Company held the following interests in subsidiary undertakings, which are included
in the consolidated financial statements and are unlisted.
Name of company
Country of
incorporation
Proportion
held Business
Gold Ridge Holdings Limited * United States 100% Mining
MetalNRG Eco Limited England & Wales 100% Green Energy
* The consolidated financial statements of Gold Ridge Holdings Limited includes its wholly owned subsidiary, Gold Ridge
Holdings USA Ltd, incorporated in USA.
At the year end the Company\u2019s investments comprise its equity investment of \u00a3255,566 (2021: \u00a3255,566) in Lake Victoria Gold
Ltd and its \u00a31 (2021: \u00a31) equity investment in MetalNRG Eco Limited (at incorporation). The Directors carried out an
impairment review and are satisfied that the carrying value of these investments at the year end is reasonable and that no
impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.
Investments totalling \u00a3440,582 (2021: \u00a3nil) were impaired during the year. The investment in IMC of \u00a3265,582 and the
investment in BritNRG Limited of \u00a3175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.
The loan of \u00a3346,492 (2021: \u00a3241,928) owed from Goldridge Holdings Limited bears interest at 5% per annum and is repayable
on demand. The loan of \u00a3605,371 (2021: \u00a3605,331) owed from MetalNRG Eco Ltd has been transferred to current assets and
is non-interest bearing and repayable on demand (see Note 12).
\n
12. TRADE AND OTHER RECEIVABLES
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Prepayments and accrued income 10,854 52,157 10,854 52,157
Amounts owed by group undertakings - - 605,371 -
Other debtors 570,699 1,036,869 570,699 1,036,869
581,553 1,089,026 1,186,924 1,089,026
The fair value of trade and other receivables approximates to their book value.
13. CASH AND CASH EQUIVALENTS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Cash at bank and in hand 24,724 49,316 24,724 49,316
24,724 49,316 24,724 49,316
The fair value of cash at bank is the same as its carrying value.
14. TRADE AND OTHER PAYABLES
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Trade creditors 1,289,191 207,005 1,289,191 207,005
Social Security 5,390 23,151 5,390 23,151
Accruals and deferred income 109,138 102,879 109,138 102,879
Convertible loan notes 132,239 - 132,239 -
Loans 292,307 316,100 292,307 316,100
1,828,265 649,135 1,828,265 649,135
Non-Current \u00a3 \u00a3 \u00a3 \u00a3
Loans 25,681 23,263 25,681 23,263
25,681 23,263 25,681 23,263
Trade creditors include an amount of \u00a31,226,232 (2021: \u00a3172,511) payable to Orrick (UK) LLP in relation to the ongoing legal
dispute with BritNRG et al. Orrick (UK) LLP has agreed to defer settlement of this debt until the legal process has concluded.
The fair value of trade and other payables approximates to their book value.
\n
15. LOANS AND BORROWINGS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Convertible loan notes 132,239 - 132,239 -
Loans 292,307 330,100 292,307 330,100
424,546 330,100 424,546 330,100
Accrued interest of \u00a314,000 for the year ended 31 December 2021 is included in \u2018accruals and deferred income\u2019.
Non-Current \u00a3 \u00a3 \u00a3 \u00a3
Loans 25,681 23,263 25,681 23,263
25,681 23,263 25,681 23,263
Interest accrued at a rate of 12% per annum on the Riverfort bridging loan amounts to \u00a33,450 at the year end (2021: \u00a314,000)
of which \u00a33,450 (2021: \u00a314,000) is repayable within one year. This loan matures on 15 November 2023.
Interest accrued at a rate of 8% per annum on Director loans amounts to \u00a32,154 at the year end (2021: \u00a3nil) of which \u00a32,154
(2021: \u00a3nil) is repayable within one year. These loans have no fixed term.
Interest accrued at a rate of 2.5% per annum on the Lloyds Bounce Back Loan amounts to \u00a33,216 at the year end (2021: nil)
of which \u00a3633 (2021: \u00a3nil) is repayable within one year and \u00a31,759 is repayable withing 2-5 years. This loan matures on 27 July
2032.
Interest accrued at a rate of 6% per annum on the Level 27 Ltd Convertible Loan Note (\"CLN\") amounts to \u00a32,239 at the year
end (2021: \u00a3nil) of which \u00a32,239 (2021: \u00a3nil) is repayable within one year. The CLN matures on 5 May 2023 if no fundraise is
concluded by that date.
The \u00a3100,000 Convertible Loan Note (\u201cCLN) issued to EQTEC plc is non-interest bearing and repayable when the Company has
available headroom and/or when a Prospectus is issued. The resultant \u00a3100,000 worth in Ordinary Shares in the Company will
convert at the then prevailing market price or at a price that any funds are raised in connection with the issue of a Prospectus.
Analysis of maturity of loans and borrowings
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Amounts payable \u00a3 \u00a3 \u00a3 \u00a3
Within one year 424,546 330,100 424,546 330,100
In two to five years 14,472 14,525 14,472 14,525
In more than five years 11,209 8,738 11,209 8,738
450,227 353,363 450,227 353,363
\n
16. CALLED UP SHARE CAPITAL
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Number Number
of shares \u00a3 of shares \u00a3
Authorised share capital
Ordinary shares of \u00a30.0001 5,131,730,000 513,173 5,131,730,000 513,173
Deferred shares of \u00a30.0049 48,332,003 236,827 48,332,003 236,827
Total 5,180,062,003 750,000 5,180,062,003 750,000
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Number Number
of shares \u00a3 of shares \u00a3
Issued, called up and fully paid
Ordinary shares of \u00a30.0001 1,231,704,269 123,170 1,135,219,460 113,522
Deferred shares of \u00a30.0049 48,332,003 236,827 48,332,003 236,827
Total 1,280,036,272 359,997 1,183,551,463 350,349
During the year the Company issued ordinary shares as follows:
Number of
shares
Proceeds of
issue
\u00a3
25 August 2022 \u2013 loan conversion at \u00a30.00082 71,484,809 58,903
47 October 2022 \u2013 loan conversion at \u00a30.00076 25,000,000 19,000
Total 96,484,809 77,903
As at 31 December 2022, the Company had 770,118,645 warrants and options outstanding (2021: 473,633,836).
Outstanding share options:
11,216,418 share options on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.0067 per share and
expiring on 1 February 2024.
Outstanding share warrants:
8,744,939 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.006175 per share and
expiring on 6 July 2023.
5,834,873 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.010283 per share and
expiring on 15 October 2023.
6,837,607 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.008775 per share and
expiring on 3 March 2024.
390,999,999 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.01 per share and
expiring on 11 May 2023.
50,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.0045 per share and
expiring on 13 December 2023.
71,484,809 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.000824 per share and
expiring on 25 August 2024.
\n
25,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.00076 per share and
expiring on 6 October 2024.
200,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.001 per share and
expiring on 20 August 2025.
Each ordinary share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to
dividend payments or any other distribution and to participate in a distribution arising from a winding up of the
Company.
Each deferred share has no voting rights and is not entitled to receive a dividend or other distribution. Deferred
shares are only entitled to receive the amount paid up after the holders of ordinary shares have received the sum
of \u00a31 million for each ordinary share, and the deferred shares have no other rights to participate in the assets of
the Company.
17. SHARE-BASED PAYMENTS
The Company grants share options to employees as part of the remuneration of key management personnel and
directors to enable them to purchase ordinary shares in the Company. Under the plan, 17,194,030 options were
granted for no cash consideration on 1 February 2021 for a period of 3 years expiring on 1 February 2024. The
share options outstanding at 31 December 2022 had a weighted average remaining contractual life of 1 year (2021:
2 years). Maximum term of new options granted was 3 years from the grant date. The weighted average exercise
price of share options as at the date of exercise is \u00a30.0067.
Granted
during the
year
Unexercised at
31 December
2021
Share options
exercised/
lapsed
Unexercised
at 31
December
2022
Exercise
price
(pence)
Date from
which
exercisable
Expiry date
R Gerritsen - 5,977,612 - 5,977,612 0.67 1 Aug 2021 1 Feb 2024
W Callaghan - 2,238,806 - 2,238,806 0.67 1 Aug 2021 1 Feb 2024
C Latilla-Campbell - 1,500,000 - 1,500,000 0.67 1 Aug 2021 1 Feb 2024
C Schaffalitzky - 1,500,000 - 1,500,000 0.67 1 Aug 2021 1 Feb 2024
- 11,216,418 - 11,216,418
The fair value of the 11,216,418 options granted on 1 February 2021 using an adjusted Black-Scholes method
and assumptions were as follows:
Options issued 11,216,418 share options
Grant date 1 February 2021
Fair value at measurement date \u00a30.0053
Share price at grant date \u00a30.0067
Exercise price \u00a30.0067
Expected volatility 140%
Vesting period: 3 years after grant 1 February 2024
Option life 36 months
Expected dividends 0.00%
Risk free interest rate 0.50%
Fair value of options granted \u00a358,948
The fair value of these share options expensed during the year was \u00a319,649, being the value of the options attributable to the
vesting period to 31 December 2022 (2021: \u00a317,999). \u00a319,649 and \u00a31,651 will be expensed in the following years, being the
value of these options attributable to the end of their vesting dates.
The volatility is set by reference to the historic volatility of the share price of the Company.
During the year no options were exercised (2021: nil).
\n
18. RESERVES
The following describes the nature and purpose of certain reserves within owners\u2019 equity:
Share capital: Nominal value of shares issued.
Share premium: Amounts subscribed for share capital in excess of nominal value less costs of issue.
Retained earnings/losses: This reserve records retained earnings and accumulated losses.
Share based payment reserve: Cumulative fair value of options granted.
Foreign currency reserve: Gains/losses arising on retranslating the net assets of the Group into pounds sterling.
19. CAPITAL COMMITMENTS
As at 31 December 2022, the Group / Company had no capital commitments.
20. PENSION COMMITMENTS
The Group makes contributions to individual pension schemes. The amount paid during the year was \u00a32,746 (2021:
\u00a33,945). Outstanding contributions at the balance sheet date amounted to \u00a3534 (2021: \u00a3705).
21. CONTINGENT ASSETS & LIABILITIES
Due to the ongoing litigation process with BritNRG et el. and following the Court Order against the Defendant on
costs, the Company now awaits the hearing for a judgement on costs to be awarded to the Company. The
contingent asset will not be determined until the conclusion of the litigation process. As part of the BritNRG
transaction MetalNRG became guarantor to Mr Lycett Green of payments due to him by BritNRG. Since the
transaction a dispute between BritNRG and Lycett Green has arisen with BritNRG claiming certain breaches of
warranty under the sale agreement, the quantum of which allegedly exceed the aggregate sums of deferred
consideration due. If this dispute is settled in favour of Mr Lycett Green and BritNRG refuses (or is unable) to pay
what is adjudged to be due, then the Company could be liable to Mr Lycett Green, however any money disbursed
under the guarantee would give MetalNRG rights to recover from BritNRG by way of subrogation. The potential
liability is \u00a3125,000 which has not been included in creditors at the year end (2021: \u00a3nil).
22. RELATED PARTY TRANSACTIONS
R Gerritsen is a director and shareholder of the Company. During the year he provided consultancy services in
respect of his fees as a director of the Company through his consulting businesses, ECRG Consulting Ltd and RCA
Associates Ltd. These services amounted to \u00a337,625 (2021: \u00a3nil) and \u00a337,625 (2021: \u00a3nil) respectively.
R Gerritsen is a director and shareholder of Pearman Investments LLP (\u201cPearman\u201d). During the year Pearman made
a loan to the Company of \u00a35,500 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total interest
accrued at the year end was \u00a3191 (2021: \u00a3nil) and the total loan including interest of \u00a35,691 remains unpaid at the
year end.
Christopher Latilla-Campbell is a director and shareholder of the Company. During the year he made a personal
loan to the Company of \u00a320,000 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total interest
accrued at the year end was \u00a3811 (2021: \u00a3nil) and the total loan including interest of \u00a320,811 remains unpaid at
the year end.
Christian Schaffalitzky de Muckadell is a director and shareholder of the Company. During the year he made a
personal loan to the Company of \u00a320,000 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total
interest accrued at the year end was \u00a3785 (2021: \u00a3nil) and the total loan including interest of \u00a320,785 remains
unpaid at the year end.
P Rocco was a director until 19 October 2021 and is a shareholder of the Company. During the year he provided
consultancy services totalling \u00a3nil (2021: \u00a322,500) in respect of his fees as a director of the Company.
\n
23. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group\u2019s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group\u2019s
overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group\u2019s financial performance.
Risk management is carried out by the Board.
Market risk
The Group is exposed to market risk, primarily relating to foreign exchange and commodity prices. The Group does
not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The
Company has not sensitised the figures for fluctuations in foreign exchange or commodity prices as the Directors
are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the
present time. The Directors will continue to assess the effect of movements in market risks on the Group\u2019s financial
operations and initiate suitable risk management measures where necessary.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group
periodically assesses the financial reliability of customers and counterparties. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board. The Group considers the credit ratings
of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings
of cash with institutions which have a minimum credit rating of \u2018A\u2019.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. As at 31 December 2022 the
maximum exposure to credit risk was as follows:
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Carrying amounts \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 517,402 1,036,775 517,402 1,036,775
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,126 1,086,091 542,126 1,086,091
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s
reputation.
The Group\u2019s continued future operations depend on the ability to raise sufficient working capital through the issue
of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming
with which to finance operations. Controls over expenditure are carefully managed.
\n
The following table analyses the Group\u2019s financial liabilities into relevant maturity groups based on the remaining
period at the balance sheet date to the contractual maturity date. The maturity of the liabilities is disclosed below:
Due in less
than one
year
Due
between
two and
five years
Due over
five years
Financial liabilities \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 - -
Loans 292,306 14,472 11,208
Convertible loan notes 132,239 - -
Total 1,822,875 14,472 11,208
Interest rate risk
The Company\u2019s interest rate exposure arises mainly from the interest-bearing borrowings. All of the Company\u2019s
facilities are at fixed interest rates and a provision for interest has been made in the accounts at the year end. See
Note 15.
Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk arising on cash and cash equivalents and
receivables denominated in a currency other than the respective functional currencies of Group entities. The
currencies in which these transactions primarily are denominated are US Dollar (USD), Canadian Dollar (CAD) and
Euros (EUR).
As of 31 December 2022, the Group\u2019s net monetary assets by functional currency of the Group\u2019s entities were as
follows:
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Net foreign currency financial assets/(liabilities) \u00a3 \u00a3 \u00a3 \u00a3
USD 1,325 1,325 1,325 1,325
CAD - - - -
EUR - - - -
1,325 1,325 1,325 1,325
The Group\u2019s exposure to foreign currency risk is low as it holds minimal foreign currency and foreign currency is only acquired
at the time when a purchase or acquisition is made. The directors therefore do not consider the impact of foreign exchange
risk to be material therefore no sensitivity analysis is presented.
\n
Financial instruments
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Financial Assets \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables excluding prepayments 18,006 16,871 18,006 16,871
Other debtors 499,490 1,019,999 499,490 1,019,999
Amounts owed by group undertakings - - 605,371 -
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,220 1,086,186 1,147,591 1,086,186
Financial Liabilities \u00a3 \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 309,884 1,398,330 309,884
Loans 317,987 339,363 317,987 339,363
Convertible loan notes 132,239 - 132,239 -
1,848,556 649,247 1,848,556 649,247
24. EVENTS AFTER THE REPORTING PERIOD
BritNRG Limited, et el.
On 3 January 2023, the Company announced that immediately prior to the deadline for him to file evidence in
support of his unfair prejudice petition, Mr Rocco instead, on 23 December 2022, discontinued his claim against
the Company and its Directors.
On 27 February 2023, the Company provided an update on the various legal cases it is involved in, and the expected
timing associated with the cases.
The Company's claim for (i) the return of the \u00a31.02million it paid and (ii) damages from Mr Rocco for breach of
director's duties has already been successful by way of summary judgment on the first point, with judgment given
for the \u00a31.02 million. The corporate defendants had paid the Company c.\u00a3450k, and the remainder had been paid
into Court, pending the resolution of Mr Rocco's application for permission to appeal (which has been denied once
on the papers).
The case proceeds on the director's duties claim in which the Company sought damages from the previous
incumbent Director (Mr Rocco). The oral permission to appeal application was to be heard for a half day between
15 and 17 March. While a case management and cost hearing was held on 8 February to set a timetable for the
remainder of the claims, this was adjourned on Mr Rocco's application on a technical matter, and whilst a new date
was then set for this case on 6 July 2023, the Company was trying to find an earlier date, the Court schedule
permitting.
As to the s994 Prejudice Petition brought by the former Director, Mr Rocco, against the Company and Directors
personally, Mr Rocco withdrew the claim in December 2022, accepting to pay the Company and the Directors their
legal costs incurred to date. Mr Rocco had paid \u00a320,000 on account but had failed to engage in negotiation on the
final amount, requiring detailed assessment proceedings to be commenced for the remainder by the Company and
the Directors.
Mr Rocco filed a claim in Scotland under his employment agreement to be indemnified for his legal costs by the
Company. The defendant lost the claim at first instance and was ordered to pay legal costs to the Company.
Mr Rocco had also taken the Company to the Employment Tribunal in Scotland. The case was on hold until the
resolution of the proceedings in the English High Court, for damages from Mr Rocco for breach of director's duties.
\n
On 21 March 2023, the Company announced the outcome of the High Court oral renewed permission to appeal
hearing held on 17th March 2023 concerning the Company's claim for the return of the \u00a31.02 million it paid to the
corporate defendants, Brit Energy Holdings LLP and BritNRG Limited (the \"Corporate Defendants\").
In Summary:
\u2022 The Corporate Defendants appeal was rejected and the outstanding \u00a3574,000 was to be paid to the
Company;
\u2022 The Corporate Defendants were ordered to pay interest of \u00a337,385.78;
\u2022 The Corporate Defendants were ordered to pay \u00a323,805.61 to cover the Company's appeal costs for the
summary judgement;
\u2022 The Corporate Defendants were ordered to pay the Company's legal fees for the summary judgement
proceedings with agreement to be reached on the final amount due.
On 6 April 2023, announced the outcome of the appeal brought by Mr Rocco against the Company in Scotland.
In summary:
\u2022 Mr Rocco advanced claims that he was entitled to be indemnified by the Company, in full, and on a
continuing basis, in respect of any legal expenses incurred by him in circumstances where he chose to take
legal advice in relation to any actual or possible legal dispute relating to his employment or directorship
with the Company.
\u2022 In addition, Mr Rocco sought reimbursement of legal expenses incurred by him to date, specifically in
respect of the High Court and Employment Tribunal proceedings between, inter alia, himself and the
Company.
\u2022 Finally, Mr Rocco sought payment of \u00a350,000, expressed to be an \"exit\" bonus which he claimed was due
to him regardless of the circumstances in which he left the Company.
The Sheriff in Scotland had denied Mr Rocco's application in the first instance and he subsequently appealed this
decision. The Sheriff Appeal Court denied the appeal.
Additionally, the Sheriff Appeal Court ordered further submissions on costs if an agreed position could not be
reached. The Company will seek its costs of defending this appeal, as well as the costs it has already been granted
in respect of the first instance decision.
On 3 May 2023, the Company announced that funds of \u00a3545,000 had been received from court in settlement of
the principal amount due back from BritNRG Ltd and Brit Energy Holdings LLP.
Corporate
On 3 January 2023, the Company announced that, on 29 December 2022, it received an email from Mr Edward
Spencer entitled \"open letter\" (the \"Open Letter\"). The Open Letter was published on social media later that day.
The Company was also made aware of a further document and comments, published on social media, outlining the
backgrounds of the requisitioning shareholders (the \"Requisitioners\"), the proposed directors nominated by the
Requisitioners (\"proposed Directors\"), along with an outline \"plan of action\" which is intended to be implemented
should Shareholders resolve to remove existing Directors and appoint the proposed Directors at the General
Meeting to be held on 11 January 2023.
\n
On 9 January 2023, the Company announced that, following the unfortunate passing of Mr McKillen, both Mr
Edward Spencer and the Company had agreed to remove Resolution 5 from the General Meeting scheduled for 11
January 2023.
\u2022 Resolution 5; THAT, Mr Paul Anthony McKillen, having consented to act, be and is hereby appointed a
director of the Company with immediate effect.
On 12 January 2023, the Company announced that at the General Meeting of the Company, requisitioned by
shareholders, held on 11 January 2023 at 12.00 midday, the Resolutions set out in the Notice of General Meeting
(other than Resolution 5 which was removed from the business of the Meeting) were not passed by shareholders.
On 28 April 2023, the Company announced, following its announcement on 5 April that due to the restricted time
from RPG Crouch Chapman's appointment to the deadline of 30 April 2023 to file year end accounts for the year
ended 31 December 2022, the new auditor has had insufficient time to complete the audit of the Company.
Accordingly, there will be a delay in publishing audited results for 2022 and, as a result, the Company made a
request pursuant to the Listing Rules for a temporary suspension of the listing of the Company's shares with effect
from 07:30 Tuesday 2 May 2023.
On 2 May 2023, the Company announced that the Financial Conduct Authority (\"the FCA\") had temporarily
suspended the securities of the Company from the Official List effective from 02/05/2023 07:30, at the request of
the Company.
EQTEC Italia
On 14 March 2023, the Company announced that EQTEC Italia, our joint investment with EQTEC and two family
offices in a waste to energy plant in Italy was operational. EQTEC's technical commissioning team had commenced
handover protocols for transferring plant operations to EQTEC Italia MDC srl (\"Italia MDC\").
On 23 June 2023, the Company confirmed that EQTEC Italia had completed handover protocols and had transferred
plant operations to EQTEC Italia MDC srl (Italia MDC\u201d).
Goldridge
On 4 May 2023, the Company announced that its consultants, Burges Mining Consultants, would be on site for the
Phase 2 geochemical campaign at its Gold Ridge Gold mine property in Arizona, following the very encouraging
results from phase 1 that paved a pathway to further exploration work which is now progressing.
The results from phase 1 showed the largest gold anomalies were found in historical areas mined for gold; however,
a secondary zone of gold anomalies was found in an area previously unexplored and a new linear zone of gold
mineralization was delineated in the Southern Precambrian block. The Company will now complete further Soil
Geochemistry sampling on the remaining untested areas.
The Company's strategy, following results from phase 1 which confirmed the Company\u2019s belief that there is a real
possibility of a larger un-discovered gold/base metal system at Gold Ridge; is to more fully understand the
interconnectivity of the geological system which is likely to control the previously producing gold mines in the area
and progress work towards a drilling program.
25. ULTIMATE CONTROLLING PARTY
There is no individual with ultimate overall control of the Company.
\n", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": { "value": "
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Company is a public company limited by shares which is incorporated in England. The registered office
of the Company is 1 Ely Place, London EC1N 6RY, United Kingdom. The registered number of the Company
is 05714562.
The principal activities of the Company are investing in precious and strategic metals.
Statement of compliance
The consolidated financial statements of the Group are prepared under IFRS and International Financial
Reporting Interpretations Committee (IFRIC) interpretations in accordance with the International
Accounting Standards Board (IASB) in conformity with the requirements of the Companies Act 2006
applicable to companies reporting under IFRS. The standards have been applied consistently.
The Historical Financial Information is presented in pounds sterling and the amounts are rounded to the
nearest \u00a3.
Accounting policies
Basis of preparation
The Historical Financial Information has been prepared on a historical cost basis, as modified by the
revaluation of certain financial assets and liabilities and investment properties measured at fair value
through profit or loss.
The Historical Financial Information is prepared in pounds sterling, which is the functional currency of the
Company.
Changes in accounting policies
(i) New and amended standards adopted by the Group
\u2022 Annual Improvements to IFRS Standards 2018-2020 \u2013 effective 1 January 2022
\u2022 Amendments to IFRS 3 \u2013 Reference to the Conceptual Framework \u2013 effective 1 January 2022
\u2022 Amendments to IAS 16 \u2013 Property, Plant and Equipment: Proceeds before intended use \u2013 effective
1 January 2022
\u2022 Amendments to IAS 37 \u2013 Onerous Contracts: Cost of Fulfilling a Contract \u2013 effective 1 January 2022
The new and amended Standards and Interpretations which are in issue are not expected to have a material impact
on the financial statements.
(ii) New standards, amendments and interpretations in issue but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective:
\u2022 Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current \u2013
Deferral of Effective Date \u2013 effective 1 January 2023
\u2022 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting Policies \u2013 effective 1 January 2023
\u2022 Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors \u2013 Definition
of Accounting Estimates \u2013 effective 1 January 2023
\u2022 Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards will have a material impact on the financial
information of the group or company in future periods.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
companies controlled by the Company, the Subsidiary Companies, drawn up to 31 December each year.
Control is recognised where the Company has the power to govern the financial and operating policies of
an investee entity so as to obtain benefits from its activities. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated statement of profit or loss from the effective
date of acquisition or up to the effective date of disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All intra-group transactions, balances, income and
expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group\u2019s equity therein.
Non-controlling interests consist of the amounts of those interests at the date of the original business
combination and the minority\u2019s share of changes in equity since the date of the combination.
Segmental reporting
The Group\u2019s prime business segment Is investing in natural resources.
The Board considers that the Group has one operating segment, its UK sector consisting of the parent
company which provides administrative and management services to the subsidiary undertakings.
Short term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded
at transaction price. Any losses arising from impairment are recognised in the statement of profit or loss
in other operating expenses.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRS requires the Directors to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and opinions or statements received from competent professional advisors. The
assumptions used are considered to be reasonable under the circumstances and the results of which form
the basis of making judgements about the carrying values of assets and liabilities that are readily apparent
from other sources. Actual results may differ from these estimates.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised if the revisions affect only that period.
Critical estimates and judgements that have the most significant effect on the amounts recognised in the
financial statements and/or have a significant risk attached to:
\u2022 Carrying value of intangible assets
The Directors carried out an impairment review of the intangible assets and found that no impairment is
necessary. At 31 December 2022, the Group\u2019s intangible asset relates to goodwill on acquisition of
Goldridge Holdings Limited. The project is currently still being developed, for which the most sensitive
assumption is the probability of technical success and, given their nature, impairment adjustments
triggered by future events that have yet to occur which may be material. In addition, there is a significant
risk that impairments recognised in any one period may be subject to material adjustments in future
periods. The carrying value of the intangible assets at the year end is \u00a3575,077 (2021: \u00a3575,077). See Note
10.
\u2022 Carrying value of investments
The Directors carry out a review of the carrying value of the investments each year to determine if any
provision for impairment is necessary. The policy for impairment of investments is based on, where
appropriate, the trading performance of the relevant investment and on management\u2019s judgement. A
considerable amount of judgement is required in assessing the carrying value of these investments,
including the current and estimated future trading performance of the relevant investment. Management
found that the carrying value of its investments in BritNRG Limited and IMC should be impaired in full
resulting in an impairment charge of \u00a3440,582 (2021: \u00a3Nil) (as detailed on page 5).
\u2022 Valuation of share based payments
The fair value of share based-payments recognised in the income statement is measured by use of the Black
Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments.
The expected life used in the model is adjusted; based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral conditions. The share price volatility percentage
factor used in the calculation is based on management\u2019s best estimate of future share price behavior based
on past experience, future expectations and benchmarked against peer companies in the industry.
Foreign currencies
For the purposes of the consolidated financial statements, the results and financial position of each Group
entity are expressed in pounds sterling, which is the presentation currency for the consolidated financial
statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity\u2019s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the
dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at the reporting date. Exchange differences arising are included in the
profit or loss for the year.
For the purposes of preparing consolidated financial statements, the assets and liabilities of the Group\u2019s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for the year. Gains and losses from exchange
differences so arising are shown through the Consolidated Statement of Changes in Equity.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated
impairment losses.
Intangible assets - Goodwill
Goodwill on acquisition is capitalised and shown within fixed assets. Positive goodwill is subject to annual
impairment review with movements charged in the income statement. Negative goodwill is reassessed by
the Directors and attributed to the relevant assets to which it relates.
Impairment of fixed assets and investments
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset\u2019s fair value less costs of disposal and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Financial instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a
similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities
are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities
are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate
of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
Trade and other receivables
Trade and other receivables are held for the collection of contractual cash flows and are classified as being
measured at amortised cost. They are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method less provision for impairment.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short-term investments to be cash
equivalents.
Financial liabilities
The directors determine the classification of the Company\u2019s financial liabilities at initial recognition. The
financial liabilities held comprise other payables and accrued liabilities and these are classified as loans and
receivables.
Loans and borrowings
Loans and borrowings are initially recognised at fair value net of any transaction costs directly attributable
to the issue of the instrument. Such interest-bearing liabilities are then subsequently measured at amortised
cost using the effective interest rate method. Interest expense includes initial transaction costs and any
premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Interest charges are recognized as an expense within finance costs in the profit or loss statement.
Share capital
The Company\u2019s ordinary shares of nominal value \u00a30.0001 each (\u201cOrdinary Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Ordinary Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
The Company\u2019s deferred shares of nominal value \u00a30.0049 each (\u201cDeferred Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Deferred Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
The tax charge represents tax payable less a credit for deferred tax. The tax payable is based on profit for
the year. Taxable profit differs from the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items of income or expense that are never taxable or deductible. The
Company\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts
of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Going concern
The Historical Financial Information has been prepared on the assumption that the Group will continue as
a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing
trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the
going concern assumption is appropriate, the directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of approval of the Historical Financial
Information.
The directors have undertaken this review and consider that there are material uncertainties as outlined
below, which may cast significant doubt on the group\u2019s ability to continue as a going concern and therefore
as a result may be unable to realise its assets and settle its liabilities in the normal course of business.
The material uncertainties relate to the level of costs which the company expects to recover from the
defendants following its successful litigation outcome announced earlier in the year. Relating to this there
are material uncertainties relating to the timing of these cash receipts, and the ability of defendants to pay
the outstanding legal costs in full. A contingent asset in respect of this claim is disclosed in Note 21 of the
financial statements.
The Board considers that is has sufficient short term funding to meets its operational overheads and other
costs for the next twelve months, but currently does not have the funds available to settle its outstanding
legal costs on the legal case until these costs have been recovered from the defendants. The Board
continues to manage outstanding creditors in respect of the legal case so that its cash flows stay within
available facilities, and expects to be able to defer settlement of these liabilities until the costs have been
recovered. As a result of this the directors have adopted the going concern basis for the preparation of
these financial statements. However, due to the positive outcome of the litigation process, the Directors
are confident that a significant portion of the funds, as determined by the Courts, will be received in the
short term.
Following the review of ongoing performance and cash flows, the directors have a reasonable expectation
that the Group has adequate resources to continue operational existence for the foreseeable future.
Share-based payments
The fair value of options and warrants granted to directors and others in respect of services provided is
recognised as an expense in the profit and loss account with a corresponding increase in equity reserves \u2013
the share- based payment reserve.
On exercise or cancellation of share options, the proportion of the share-based payment reserve relevant
to those options is transferred to the profit and loss account reserve. On exercise, equity is also increased
by the amount of the proceeds received.
The fair value is measured at grant date and the charge is spread over the relevant vesting period.
The fair value of options is calculated using the Black-Scholes model taking into account the terms and
conditions upon which the options were granted. Vesting conditions are non-market and there are no
market vesting conditions. The exercise price is fixed at the date of grant and no compensation is due at
the date of grant.
Finance costs
Finance costs are recognised as interest accrues, using the applicable interest rate.
Pension contributions
The Group operates a defined contribution pension plan, which requires contributions to be made to a
separately administered fund. Contributions to the defined contribution scheme are charged to profit or
loss as they become payable.
Exploration for and evaluation of mineral resources
Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired
and development expenditure are recognised at cost.
Exploration and evaluation costs arising following the application for the legal right, are capitalised on a
project-by-project basis, pending determination of the technical feasibility and commercial viability of the
project. When a project is deemed not feasible, related costs are expensed as incurred. Costs incurred
include any costs pertaining to technical and administrative overheads. Administration costs that are not
directly attributable to a specific exploration area are expensed as incurred, and subsequently capitalised if
it is reasonably certain that a resource will be defined.
Capitalised development expenditure will be measured at cost less accumulated amortisation and
impairment losses.
Until such time, and only after an extensive assessment of the project is carried out, will management be in
a position to determine the value of the project and ultimately the return to shareholders.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting
date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount
of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which
the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the
asset and generates cash inflows that largely independent of the cash inflows from other assets or groups
of assets.
Provisions and contingent assets and liabilities
A provision can only be recognised when it meets the definition of a liability, which is a present obligation
resulting from past events. Provisions are made where an event has taken place that gives the Company a
legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a
reliable estimate can be made of the amount of the obligation.
A contingent liability is disclosed where there is a possible obligation depending on whether an uncertain
future event occurs, and when there is a present obligation but payment is not probable.
A contingent asset is disclosed in the notes to the financial statements where a possible asset arises from
past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group. A determination of costs to be
recovered from the ongoing legal proceedings is yet to be decided.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory_D1092300273_CY": { "value": "
General information
The Company is a public company limited by shares which is incorporated in England. The registered office
of the Company is 1 Ely Place, London EC1N 6RY, United Kingdom. The registered number of the Company
is 05714562.
The principal activities of the Company are investing in precious and strategic metals.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_LegalFormOfEntity_E6_CY": { "value": "public company limited", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_CountryOfIncorporation_E7_CY": { "value": "England", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_PrincipalPlaceOfBusiness_E9_CY": { "value": "England", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": { "value": "1 Ely Place, London EC1N 6RY, United Kingdom", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": { "value": "
The principal activities of the Company are investing in precious and strategic metals.
", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_StatementOfIFRSCompliance_D1662490998_CY": { "value": "
Statement of compliance
The consolidated financial statements of the Group are prepared under IFRS and International Financial
Reporting Interpretations Committee (IFRIC) interpretations in accordance with the International
Accounting Standards Board (IASB) in conformity with the requirements of the Companies Act 2006
applicable to companies reporting under IFRS. The standards have been applied consistently.
The Historical Financial Information is presented in pounds sterling and the amounts are rounded to the
nearest \u00a3.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D996930376_CY": { "value": "
Basis of preparation
The Historical Financial Information has been prepared on a historical cost basis, as modified by the
revaluation of certain financial assets and liabilities and investment properties measured at fair value
through profit or loss.
The Historical Financial Information is prepared in pounds sterling, which is the functional currency of the
Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory_E44_CY": { "value": "
The Historical Financial Information is prepared in pounds sterling, which is the functional currency of the
Company.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfChangesInAccountingPoliciesExplanatory_D550369710_CY": { "value": "
Changes in accounting policies
(i) New and amended standards adopted by the Group
\u2022 Annual Improvements to IFRS Standards 2018-2020 \u2013 effective 1 January 2022
\u2022 Amendments to IFRS 3 \u2013 Reference to the Conceptual Framework \u2013 effective 1 January 2022
\u2022 Amendments to IAS 16 \u2013 Property, Plant and Equipment: Proceeds before intended use \u2013 effective
1 January 2022
\u2022 Amendments to IAS 37 \u2013 Onerous Contracts: Cost of Fulfilling a Contract \u2013 effective 1 January 2022
The new and amended Standards and Interpretations which are in issue are not expected to have a material impact
on the financial statements.
(ii) New standards, amendments and interpretations in issue but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective:
\u2022 Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current \u2013
Deferral of Effective Date \u2013 effective 1 January 2023
\u2022 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting Policies \u2013 effective 1 January 2023
\u2022 Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors \u2013 Definition
of Accounting Estimates \u2013 effective 1 January 2023
\u2022 Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards will have a material impact on the financial
information of the group or company in future periods.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfInitialApplicationOfStandardsOrInterpretations_D1605097461_CY": { "value": "
(i) New and amended standards adopted by the Group
\u2022 Annual Improvements to IFRS Standards 2018-2020 \u2013 effective 1 January 2022
\u2022 Amendments to IFRS 3 \u2013 Reference to the Conceptual Framework \u2013 effective 1 January 2022
\u2022 Amendments to IAS 16 \u2013 Property, Plant and Equipment: Proceeds before intended use \u2013 effective
1 January 2022
\u2022 Amendments to IAS 37 \u2013 Onerous Contracts: Cost of Fulfilling a Contract \u2013 effective 1 January 2022
The new and amended Standards and Interpretations which are in issue are not expected to have a material impact
on the financial statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_ExplanationOfNotAppliedNewStandardsOrInterpretations_D1232827773_CY": { "value": "
(ii) New standards, amendments and interpretations in issue but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective:
\u2022 Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current and Amendments to IAS 1: Classification of Liabilities as Current or Non-current \u2013
Deferral of Effective Date \u2013 effective 1 January 2023
\u2022 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2:
Disclosure of Accounting Policies \u2013 effective 1 January 2023
\u2022 Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors \u2013 Definition
of Accounting Estimates \u2013 effective 1 January 2023
\u2022 Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards will have a material impact on the financial
information of the group or company in future periods.
", "dimensions": { "concept": "ifrs-full:ExplanationOfNotAppliedNewStandardsOrInterpretations", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfConsolidationExplanatory_D937094906_CY": { "value": "
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
companies controlled by the Company, the Subsidiary Companies, drawn up to 31 December each year.
Control is recognised where the Company has the power to govern the financial and operating policies of
an investee entity so as to obtain benefits from its activities. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated statement of profit or loss from the effective
date of acquisition or up to the effective date of disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All intra-group transactions, balances, income and
expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the Group\u2019s equity therein.
Non-controlling interests consist of the amounts of those interests at the date of the original business
combination and the minority\u2019s share of changes in equity since the date of the combination.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_D74236124_CY": { "value": "
Segmental reporting
The Group\u2019s prime business segment Is investing in natural resources.
The Board considers that the Group has one operating segment, its UK sector consisting of the parent
company which provides administrative and management services to the subsidiary undertakings.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory_D1188370348_CY": { "value": "
Short term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded
at transaction price. Any losses arising from impairment are recognised in the statement of profit or loss
in other operating expenses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory_D1115988987_CY": { "value": "
Short term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded
at transaction price. Any losses arising from impairment are recognised in the statement of profit or loss
in other operating expenses.
Trade and other receivables
Trade and other receivables are held for the collection of contractual cash flows and are classified as being
measured at amortised cost. They are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method less provision for impairment.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D955160549_CY": { "value": "
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRS requires the Directors to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on
historical experience and opinions or statements received from competent professional advisors. The
assumptions used are considered to be reasonable under the circumstances and the results of which form
the basis of making judgements about the carrying values of assets and liabilities that are readily apparent
from other sources. Actual results may differ from these estimates.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised if the revisions affect only that period.
Critical estimates and judgements that have the most significant effect on the amounts recognised in the
financial statements and/or have a significant risk attached to:
\u2022 Carrying value of intangible assets
The Directors carried out an impairment review of the intangible assets and found that no impairment is
necessary. At 31 December 2022, the Group\u2019s intangible asset relates to goodwill on acquisition of
Goldridge Holdings Limited. The project is currently still being developed, for which the most sensitive
assumption is the probability of technical success and, given their nature, impairment adjustments
triggered by future events that have yet to occur which may be material. In addition, there is a significant
risk that impairments recognised in any one period may be subject to material adjustments in future
periods. The carrying value of the intangible assets at the year end is \u00a3575,077 (2021: \u00a3575,077). See Note
10.
\u2022 Carrying value of investments
The Directors carry out a review of the carrying value of the investments each year to determine if any
provision for impairment is necessary. The policy for impairment of investments is based on, where
appropriate, the trading performance of the relevant investment and on management\u2019s judgement. A
considerable amount of judgement is required in assessing the carrying value of these investments,
including the current and estimated future trading performance of the relevant investment. Management
found that the carrying value of its investments in BritNRG Limited and IMC should be impaired in full
resulting in an impairment charge of \u00a3440,582 (2021: \u00a3Nil) (as detailed on page 5).
\u2022 Valuation of share based payments
The fair value of share based-payments recognised in the income statement is measured by use of the Black
Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments.
The expected life used in the model is adjusted; based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral conditions. The share price volatility percentage
factor used in the calculation is based on management\u2019s best estimate of future share price behavior based
on past experience, future expectations and benchmarked against peer companies in the industry.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_D736251154_CY": { "value": "
Foreign currencies
For the purposes of the consolidated financial statements, the results and financial position of each Group
entity are expressed in pounds sterling, which is the presentation currency for the consolidated financial
statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity\u2019s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the
dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at the reporting date. Exchange differences arising are included in the
profit or loss for the year.
For the purposes of preparing consolidated financial statements, the assets and liabilities of the Group\u2019s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for the year. Gains and losses from exchange
differences so arising are shown through the Consolidated Statement of Changes in Equity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForInvestmentPropertyExplanatory_D718340615_CY": { "value": "
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated
impairment losses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory_D655817547_CY": { "value": "
Intangible assets - Goodwill
Goodwill on acquisition is capitalised and shown within fixed assets. Positive goodwill is subject to annual
impairment review with movements charged in the income statement. Negative goodwill is reassessed by
the Directors and attributed to the relevant assets to which it relates.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory_D141136509_CY": { "value": "
Impairment of fixed assets and investments
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset\u2019s fair value less costs of disposal and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount
being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount,
the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting
date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount
of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which
the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the
asset and generates cash inflows that largely independent of the cash inflows from other assets or groups
of assets.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_D1298896182_CY": { "value": "
Financial instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a
similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities
are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities
are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate
of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_D1608681578_CY": { "value": "
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short-term investments to be cash
equivalents.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory_D1557769106_CY": { "value": "
Financial liabilities
The directors determine the classification of the Company\u2019s financial liabilities at initial recognition. The
financial liabilities held comprise other payables and accrued liabilities and these are classified as loans and
receivables.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForBorrowingsExplanatory_D1544210117_CY": { "value": "
Loans and borrowings
Loans and borrowings are initially recognised at fair value net of any transaction costs directly attributable
to the issue of the instrument. Such interest-bearing liabilities are then subsequently measured at amortised
cost using the effective interest rate method. Interest expense includes initial transaction costs and any
premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Interest charges are recognized as an expense within finance costs in the profit or loss statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_mnrg_DescriptionOfAccountingPolicyForShareCapitalExplanatory_D1213968679_CY": { "value": "
Share capital
The Company\u2019s ordinary shares of nominal value \u00a30.0001 each (\u201cOrdinary Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Ordinary Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
The Company\u2019s deferred shares of nominal value \u00a30.0049 each (\u201cDeferred Shares\u201d) are recorded at such
nominal value and proceeds received in excess of the nominal value of Deferred Shares issued, if any, are
accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium,
otherwise they are charged to the statement of profit or loss.
", "dimensions": { "concept": "mnrg:DescriptionOfAccountingPolicyForShareCapitalExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_E17_CY": { "value": "
The tax charge represents tax payable less a credit for deferred tax. The tax payable is based on profit for
the year. Taxable profit differs from the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items of income or expense that are never taxable or deductible. The
Company\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts
of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_E52_CY": { "value": "
The tax charge represents tax payable less a credit for deferred tax. The tax payable is based on profit for
the year. Taxable profit differs from the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items of income or expense that are never taxable or deductible. The
Company\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts
of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D2085021802_CY": { "value": "
Going concern
The Historical Financial Information has been prepared on the assumption that the Group will continue as
a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing
trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the
going concern assumption is appropriate, the directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of approval of the Historical Financial
Information.
The directors have undertaken this review and consider that there are material uncertainties as outlined
below, which may cast significant doubt on the group\u2019s ability to continue as a going concern and therefore
as a result may be unable to realise its assets and settle its liabilities in the normal course of business.
The material uncertainties relate to the level of costs which the company expects to recover from the
defendants following its successful litigation outcome announced earlier in the year. Relating to this there
are material uncertainties relating to the timing of these cash receipts, and the ability of defendants to pay
the outstanding legal costs in full. A contingent asset in respect of this claim is disclosed in Note 21 of the
financial statements.
The Board considers that is has sufficient short term funding to meets its operational overheads and other
costs for the next twelve months, but currently does not have the funds available to settle its outstanding
legal costs on the legal case until these costs have been recovered from the defendants. The Board
continues to manage outstanding creditors in respect of the legal case so that its cash flows stay within
available facilities, and expects to be able to defer settlement of these liabilities until the costs have been
recovered. As a result of this the directors have adopted the going concern basis for the preparation of
these financial statements. However, due to the positive outcome of the litigation process, the Directors
are confident that a significant portion of the funds, as determined by the Courts, will be received in the
short term.
Following the review of ongoing performance and cash flows, the directors have a reasonable expectation
that the Group has adequate resources to continue operational existence for the foreseeable future.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_D587084846_CY": { "value": "
Share-based payments
The fair value of options and warrants granted to directors and others in respect of services provided is
recognised as an expense in the profit and loss account with a corresponding increase in equity reserves \u2013
the share- based payment reserve.
On exercise or cancellation of share options, the proportion of the share-based payment reserve relevant
to those options is transferred to the profit and loss account reserve. On exercise, equity is also increased
by the amount of the proceeds received.
The fair value is measured at grant date and the charge is spread over the relevant vesting period.
The fair value of options is calculated using the Black-Scholes model taking into account the terms and
conditions upon which the options were granted. Vesting conditions are non-market and there are no
market vesting conditions. The exercise price is fixed at the date of grant and no compensation is due at
the date of grant.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinanceCostsExplanatory_D2137921443_CY": { "value": "
Finance costs
Finance costs are recognised as interest accrues, using the applicable interest rate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory_D260298439_CY": { "value": "
Pension contributions
The Group operates a defined contribution pension plan, which requires contributions to be made to a
separately administered fund. Contributions to the defined contribution scheme are charged to profit or
loss as they become payable.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForExplorationAndEvaluationExpenditures_D911793523_CY": { "value": "
Exploration for and evaluation of mineral resources
Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired
and development expenditure are recognised at cost.
Exploration and evaluation costs arising following the application for the legal right, are capitalised on a
project-by-project basis, pending determination of the technical feasibility and commercial viability of the
project. When a project is deemed not feasible, related costs are expensed as incurred. Costs incurred
include any costs pertaining to technical and administrative overheads. Administration costs that are not
directly attributable to a specific exploration area are expensed as incurred, and subsequently capitalised if
it is reasonably certain that a resource will be defined.
Capitalised development expenditure will be measured at cost less accumulated amortisation and
impairment losses.
Until such time, and only after an extensive assessment of the project is carried out, will management be in
a position to determine the value of the project and ultimately the return to shareholders.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExplorationAndEvaluationExpenditures", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForProvisionsExplanatory_E74_CY": { "value": "
Provisions and contingent assets and liabilities
A provision can only be recognised when it meets the definition of a liability, which is a present obligation
resulting from past events. Provisions are made where an event has taken place that gives the Company a
legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a
reliable estimate can be made of the amount of the obligation.
A contingent liability is disclosed where there is a possible obligation depending on whether an uncertain
future event occurs, and when there is a present obligation but payment is not probable.
A contingent asset is disclosed in the notes to the financial statements where a possible asset arises from
past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group. A determination of costs to be
recovered from the ongoing legal proceedings is yet to be decided.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfProfitLossFromOperatingActivitiesExplanatory_E108_CY": { "value": "
2. OPERATING LOSS
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
This is stated after charging/(crediting):
(Loss) on foreign exchange (2,883) (12,439)
(Loss)/profit on disposal of investments - (149,545)
Impairment of investments 440,582 -
Auditor\u2019s remuneration:
- audit services 60,000 17,200
- non-audit services* - 48,000
* Amounts payable to Edwards Veeder (UK) Limited by the Company in respect of non-audit services was \u00a3Nil net of VAT
(2021: \u00a340,000) in relation to work as reporting accountants on the Company\u2019s May 2021 Prospectus.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinanceIncomeExplanatory_E51_CY": { "value": "
3. FINANCE INCOME
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Other interest 35,782 - 35,782 -
Interest from group undertakings - - 14,220 16,689
35,782 - 50,002 16,689
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinanceCostExplanatory_E49_CY": { "value": "
4. FINANCE COSTS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Interest on loans 118,949 14,654 118,949 14,654
Interest on convertible loan notes 19,402 - 19,402 -
Credit facility charges 678 120 678 120
139,029 14,774 139,029 14,774
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAuditorsRemunerationExplanatory_E7_CY": { "value": "
5. AUDITOR\u2019S REMUNERATION
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Fees payable to the Company\u2019s auditors for the audit of the
Group\u2019s annual financial statements 60,000 17,200
Fees payable to the Company\u2019s auditors for other services - 48,000
Total auditor\u2019s remuneration 60,000 65,200
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_mnrg_DirectorsAndOfficersRemuneration_D309500598_CY": { "value": "
6. DIRECTORS\u2019 AND OFFICER\u2019S REMUNERATION
There were no employees during the year apart from the directors and the chief financial officer, who are the key
management personnel. None of the directors had benefits accruing under money purchase pension schemes.
Group and Company Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Directors\u2019 Remuneration
Fees 87,250 34,500
Salaries 115,158 234,475
Benefits 10,710 6,310
Bonus 10,000 85,500
Pension contributions * 1,584 2,858
Total Directors\u2019 Remuneration 224,702 363,643
The number of directors who accrued benefits under company pension plans
was as follows:
Defined contribution plans 3 4
T
he highest paid director is R Gerritsen who is the only Executive Director. Details can be found in the Remuneration Report
on page 27.
Group and Company Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Officer\u2019s Remuneration
Salary 45,000 42,500
Bonus 2,500 13,000
Social security 5,570 6,448
Pension contributions * 1,163 1,088
Total Officer\u2019s Remuneration 54,233 63,036
Total Directors\u2019 and Officer\u2019s Remuneration 278,935 426,679
Average number of employees 4 5
*
Pension contributions made by the Company are calculated at 3% of the employees\u2019 qualifying earnings. Total pension
contributions made by the Company for the year was \u00a32,747 (2021: \u00a33,946).
", "dimensions": { "concept": "mnrg:DirectorsAndOfficersRemuneration", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": { "value": "
7. TAXATION
a) Analysis of charge in the year
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
United Kingdom corporation tax at 19% (2021: 19%) - -
Deferred taxation - -
- -
b) Factors affecting tax charge for the year
The tax assessed on the loss on ordinary activities for the year differs from the standard rate of corporation tax in
the UK of 19% (2021: 19%). The differences are explained below:
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Loss on ordinary activities before tax (2,218,437) (1,864,279)
Loss multiplied by standard rate of tax (421,503) (354,213)
Effects of:
Expenses not deductible for tax 87,444 52,250
Losses carried forward not recognised as deferred tax assets 334,059 301,963
- -
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against
which they can be recovered.
Year to Year to
31 December
2022
31 December
2021
\u00a3 \u00a3
Losses carried forward:
Brought forward losses 31 December 2021 3,628,407 2,039,129
Current year allowable losses 1,758,205 1,589,278
Losses carried forward for 31 December 2022 5,386,612 3,628,407
In May 2021, the UK Government enacted a budget that increased the corporation tax rate to 25% from the current rate of
19%. If the losses carried forward were calculated at the increased rate of 25% the total losses carried forward not recognised
as a deferred tax asset would be \u00a31,346,653 (2021: \u00a3907,102).
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_mnrg_DisclosureOfProfitOrLossExplanatory_D810258193_CY": { "value": "
8. COMPANY LOSS FOR THE YEAR
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and
has not included its own statement of profit or loss and statement of comprehensive income in these financial
statements. The Company\u2019s loss for the year amounted to \u00a32,116,716 (2021: \u00a31,676,741).
", "dimensions": { "concept": "mnrg:DisclosureOfProfitOrLossExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_E38_CY": { "value": "
9. EARNINGS/(LOSS) PER SHARE
Basic loss per share is calculated by dividing the loss attributed to ordinary shareholders of \u00a32,218,437 (2021:
\u00a31,864,279) by the weighted average number of shares of 1,180,022,761 (2021: 849,236,645) in issue during the
year.
The diluted loss per share is the same as the basic loss per share as warrants and options are not dilutive due to
the Company\u2019s loss for the year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIntangibleAssetsAndGoodwillExplanatory_E73_CY": { "value": "
10. INTANGIBLE FIXED ASSETS
Group Goodwill Total
\u00a3 \u00a3
Cost
At 1 January 2022 and at 31 December 2022 575,077 575,077
Amortisation
At 1 January 2022 and 31 December 2022 - -
Net book value
At 31 December 2022 575,077 575,077
At 31 December 2021 575,077 575,077
The Group\u2019s intangible assets comprises goodwill arising on its investment in Gold Ridge Holdings Limited, including its
subsidiary Gold Ridge Holdings USA Limited, its gold asset in Arizona, USA. The project is
currently still being developed and a
recent sampling campaign is currently being analysed. Until there is a full understanding of the asset, by determining the
potential yield and the subsequent potential future medium to long term value, the Directors have determined that a more
detailed scope of sampling work should be undertaken to support both historic and recent encouraging sampling data.
In accordance with the accounting policy, the Directors undertook an assessment of the following areas and circumstances
that could indicate the existence of impairment:
\u2022 The Group\u2019s right to explore in an area has expired, or will expire in the near future without renewal;
\u2022 Local, on-site knowledge of the location;
\u2022 No further exploration or evaluation is planned or budgeted for;
\u2022 A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
\u2022 Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 31
December 2022.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfInvestmentPropertyExplanatory_E81_CY": { "value": "
11. INVESTMENTS
Group
Available for sale Investments Total
\u00a3 \u00a3 \u00a3
At 31 December 2020
- 466,652 466,652
Additions
500,000 799,097 1,299,097
Disposals
(500,000) - (500,000)
At 31 December 2021
- 1,265,749 1,265,749
Additions
- 35,676 35,676
Impairments
- (440,582) (440,582)
At 31 December 2022
- 860,843 860,843
Investments totalling \u00a3440,582 (2021: \u00a3nil) were impaired during the year. The investment in IMC of \u00a3265,582 and the
investment in BritNRG Limited of \u00a3175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.
The Group's investment comprises its equity investment of \u00a3255,566 (2021: \u00a3255,566) in Lake Victoria Gold Ltd and its
\u00a3605,280 (2021: \u00a3605,280) investment in EQTEC Italia via a loan to its wholly owned subsidiary, MetalNRG Eco Limited. The
Directors carried out an impairment review and are satisfied that the carrying value of the investment at the year end is
reasonable and that no impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.
Company Available for sale Investments Subsidiaries Loans Total
\u00a3 \u00a3 \u00a3 \u00a3 \u00a3
At 31 December 2020 - 466,652 583,049 52,684 1,102,385
Additions 500,000 193,821 - 748,500 1,442,321
Disposals (500,000) - - - (500,000)
Transfers - - (46,074) 46,074 -
At 31 December 2021 - 660,473 536,975 847,258 2,044,706
Additions - 35,676 - 104,605 140,281
Impairments - (440,582) - - (440,582)
Transfers - - - (605,371) (605,371)
At 31 December 2022 - 255,567 536,975 346,492 1,139,034
At 31 December 2022, the Company held the following interests in subsidiary undertakings, which are included
in the consolidated financial statements and are unlisted.
Name of company
Country of
incorporation
Proportion
held Business
Gold Ridge Holdings Limited * United States 100% Mining
MetalNRG Eco Limited England & Wales 100% Green Energy
* The consolidated financial statements of Gold Ridge Holdings Limited includes its wholly owned subsidiary, Gold Ridge
Holdings USA Ltd, incorporated in USA.
At the year end the Company\u2019s investments comprise its equity investment of \u00a3255,566 (2021: \u00a3255,566) in Lake Victoria Gold
Ltd and its \u00a31 (2021: \u00a31) equity investment in MetalNRG Eco Limited (at incorporation). The Directors carried out an
impairment review and are satisfied that the carrying value of these investments at the year end is reasonable and that no
impairment is necessary. See pages 4 to 6 of the Strategic Report to the Financial Statements.
Investments totalling \u00a3440,582 (2021: \u00a3nil) were impaired during the year. The investment in IMC of \u00a3265,582 and the
investment in BritNRG Limited of \u00a3175,000 were fully impaired. See page 5 of the Strategic Report to the Financial Statements.
The loan of \u00a3346,492 (2021: \u00a3241,928) owed from Goldridge Holdings Limited bears interest at 5% per annum and is repayable
on demand. The loan of \u00a3605,371 (2021: \u00a3605,331) owed from MetalNRG Eco Ltd has been transferred to current assets and
is non-interest bearing and repayable on demand (see Note 12).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": { "value": "
12. TRADE AND OTHER RECEIVABLES
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Prepayments and accrued income 10,854 52,157 10,854 52,157
Amounts owed by group undertakings - - 605,371 -
Other debtors 570,699 1,036,869 570,699 1,036,869
581,553 1,089,026 1,186,924 1,089,026
The fair value of trade and other receivables approximates to their book value.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_E17_CY": { "value": "
13. CASH AND CASH EQUIVALENTS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
\u00a3 \u00a3 \u00a3 \u00a3
Cash at bank and in hand 24,724 49,316 24,724 49,316
24,724 49,316 24,724 49,316
The fair value of cash at bank is the same as its carrying value.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_E129_CY": { "value": "
14. TRADE AND OTHER PAYABLES
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Trade creditors 1,289,191 207,005 1,289,191 207,005
Social Security 5,390 23,151 5,390 23,151
Accruals and deferred income 109,138 102,879 109,138 102,879
Convertible loan notes 132,239 - 132,239 -
Loans 292,307 316,100 292,307 316,100
1,828,265 649,135 1,828,265 649,135
Non-Current \u00a3 \u00a3 \u00a3 \u00a3
Loans 25,681 23,263 25,681 23,263
25,681 23,263 25,681 23,263
Trade creditors include an amount of \u00a31,226,232 (2021: \u00a3172,511) payable to Orrick (UK) LLP in relation to the ongoing legal
dispute with BritNRG et al. Orrick (UK) LLP has agreed to defer settlement of this debt until the legal process has concluded.
The fair value of trade and other payables approximates to their book value.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBorrowingsExplanatory_E14_CY": { "value": "
15. LOANS AND BORROWINGS
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Current \u00a3 \u00a3 \u00a3 \u00a3
Convertible loan notes 132,239 - 132,239 -
Loans 292,307 330,100 292,307 330,100
424,546 330,100 424,546 330,100
Accrued interest of \u00a314,000 for the year ended 31 December 2021 is included in \u2018accruals and deferred income\u2019.
Non-Current \u00a3 \u00a3 \u00a3 \u00a3
Loans 25,681 23,263 25,681 23,263
25,681 23,263 25,681 23,263
Interest accrued at a rate of 12% per annum on the Riverfort bridging loan amounts to \u00a33,450 at the year end (2021: \u00a314,000)
of which \u00a33,450 (2021: \u00a314,000) is repayable within one year. This loan matures on 15 November 2023.
Interest accrued at a rate of 8% per annum on Director loans amounts to \u00a32,154 at the year end (2021: \u00a3nil) of which \u00a32,154
(2021: \u00a3nil) is repayable within one year. These loans have no fixed term.
Interest accrued at a rate of 2.5% per annum on the Lloyds Bounce Back Loan amounts to \u00a33,216 at the year end (2021: nil)
of which \u00a3633 (2021: \u00a3nil) is repayable within one year and \u00a31,759 is repayable withing 2-5 years. This loan matures on 27 July
2032.
Interest accrued at a rate of 6% per annum on the Level 27 Ltd Convertible Loan Note (\"CLN\") amounts to \u00a32,239 at the year
end (2021: \u00a3nil) of which \u00a32,239 (2021: \u00a3nil) is repayable within one year. The CLN matures on 5 May 2023 if no fundraise is
concluded by that date.
The \u00a3100,000 Convertible Loan Note (\u201cCLN) issued to EQTEC plc is non-interest bearing and repayable when the Company has
available headroom and/or when a Prospectus is issued. The resultant \u00a3100,000 worth in Ordinary Shares in the Company will
convert at the then prevailing market price or at a price that any funds are raised in connection with the issue of a Prospectus.
Analysis of maturity of loans and borrowings
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Amounts payable \u00a3 \u00a3 \u00a3 \u00a3
Within one year 424,546 330,100 424,546 330,100
In two to five years 14,472 14,525 14,472 14,525
In more than five years 11,209 8,738 11,209 8,738
450,227 353,363 450,227 353,363
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfClassesOfShareCapitalExplanatory_D1657335700_CY": { "value": "
16. CALLED UP SHARE CAPITAL
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Number Number
of shares \u00a3 of shares \u00a3
Authorised share capital
Ordinary shares of \u00a30.0001 5,131,730,000 513,173 5,131,730,000 513,173
Deferred shares of \u00a30.0049 48,332,003 236,827 48,332,003 236,827
Total 5,180,062,003 750,000 5,180,062,003 750,000
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Number Number
of shares \u00a3 of shares \u00a3
Issued, called up and fully paid
Ordinary shares of \u00a30.0001 1,231,704,269 123,170 1,135,219,460 113,522
Deferred shares of \u00a30.0049 48,332,003 236,827 48,332,003 236,827
Total 1,280,036,272 359,997 1,183,551,463 350,349
During the year the Company issued ordinary shares as follows:
Number of
shares
Proceeds of
issue
\u00a3
25 August 2022 \u2013 loan conversion at \u00a30.00082 71,484,809 58,903
47 October 2022 \u2013 loan conversion at \u00a30.00076 25,000,000 19,000
Total 96,484,809 77,903
As at 31 December 2022, the Company had 770,118,645 warrants and options outstanding (2021: 473,633,836).
Outstanding share options:
11,216,418 share options on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.0067 per share and
expiring on 1 February 2024.
Outstanding share warrants:
8,744,939 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.006175 per share and
expiring on 6 July 2023.
5,834,873 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.010283 per share and
expiring on 15 October 2023.
6,837,607 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.008775 per share and
expiring on 3 March 2024.
390,999,999 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.01 per share and
expiring on 11 May 2023.
50,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.0045 per share and
expiring on 13 December 2023.
71,484,809 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.000824 per share and
expiring on 25 August 2024.
25,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.00076 per share and
expiring on 6 October 2024.
200,000,000 share warrants on ordinary shares of \u00a30.0001 each exercisable at a price of \u00a30.001 per share and
expiring on 20 August 2025.
Each ordinary share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to
dividend payments or any other distribution and to participate in a distribution arising from a winding up of the
Company.
Each deferred share has no voting rights and is not entitled to receive a dividend or other distribution. Deferred
shares are only entitled to receive the amount paid up after the holders of ordinary shares have received the sum
of \u00a31 million for each ordinary share, and the deferred shares have no other rights to participate in the assets of
the Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfClassesOfShareCapitalExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_E124_CY": { "value": "
17. SHARE-BASED PAYMENTS
The Company grants share options to employees as part of the remuneration of key management personnel and
directors to enable them to purchase ordinary shares in the Company. Under the plan, 17,194,030 options were
granted for no cash consideration on 1 February 2021 for a period of 3 years expiring on 1 February 2024. The
share options outstanding at 31 December 2022 had a weighted average remaining contractual life of 1 year (2021:
2 years). Maximum term of new options granted was 3 years from the grant date. The weighted average exercise
price of share options as at the date of exercise is \u00a30.0067.
Granted
during the
year
Unexercised at
31 December
2021
Share options
exercised/
lapsed
Unexercised
at 31
December
2022
Exercise
price
(pence)
Date from
which
exercisable
Expiry date
R Gerritsen - 5,977,612 - 5,977,612 0.67 1 Aug 2021 1 Feb 2024
W Callaghan - 2,238,806 - 2,238,806 0.67 1 Aug 2021 1 Feb 2024
C Latilla-Campbell - 1,500,000 - 1,500,000 0.67 1 Aug 2021 1 Feb 2024
C Schaffalitzky - 1,500,000 - 1,500,000 0.67 1 Aug 2021 1 Feb 2024
- 11,216,418 - 11,216,418
The fair value of the 11,216,418 options granted on 1 February 2021 using an adjusted Black-Scholes method
and assumptions were as follows:
Options issued 11,216,418 share options
Grant date 1 February 2021
Fair value at measurement date \u00a30.0053
Share price at grant date \u00a30.0067
Exercise price \u00a30.0067
Expected volatility 140%
Vesting period: 3 years after grant 1 February 2024
Option life 36 months
Expected dividends 0.00%
Risk free interest rate 0.50%
Fair value of options granted \u00a358,948
The fair value of these share options expensed during the year was \u00a319,649, being the value of the options attributable to the
vesting period to 31 December 2022 (2021: \u00a317,999). \u00a319,649 and \u00a31,651 will be expensed in the following years, being the
value of these options attributable to the end of their vesting dates.
The volatility is set by reference to the historic volatility of the share price of the Company.
During the year no options were exercised (2021: nil).
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfReservesAndOtherEquityInterestExplanatory_E117_CY": { "value": "
18. RESERVES
The following describes the nature and purpose of certain reserves within owners\u2019 equity:
Share capital: Nominal value of shares issued.
Share premium: Amounts subscribed for share capital in excess of nominal value less costs of issue.
Retained earnings/losses: This reserve records retained earnings and accumulated losses.
Share based payment reserve: Cumulative fair value of options granted.
Foreign currency reserve: Gains/losses arising on retranslating the net assets of the Group into pounds sterling.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCommitmentsExplanatory_D1376526114_CY": { "value": "
19. CAPITAL COMMITMENTS
As at 31 December 2022, the Group / Company had no capital commitments.
20. PENSION COMMITMENTS
The Group makes contributions to individual pension schemes. The amount paid during the year was \u00a32,746 (2021:
\u00a33,945). Outstanding contributions at the balance sheet date amounted to \u00a3534 (2021: \u00a3705).
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_mnrg_ContingentAssetsAndLiabilities_D1507481972_CY": { "value": "
21. CONTINGENT ASSETS & LIABILITIES
Due to the ongoing litigation process with BritNRG et el. and following the Court Order against the Defendant on
costs, the Company now awaits the hearing for a judgement on costs to be awarded to the Company. The
contingent asset will not be determined until the conclusion of the litigation process. As part of the BritNRG
transaction MetalNRG became guarantor to Mr Lycett Green of payments due to him by BritNRG. Since the
transaction a dispute between BritNRG and Lycett Green has arisen with BritNRG claiming certain breaches of
warranty under the sale agreement, the quantum of which allegedly exceed the aggregate sums of deferred
consideration due. If this dispute is settled in favour of Mr Lycett Green and BritNRG refuses (or is unable) to pay
what is adjudged to be due, then the Company could be liable to Mr Lycett Green, however any money disbursed
under the guarantee would give MetalNRG rights to recover from BritNRG by way of subrogation. The potential
liability is \u00a3125,000 which has not been included in creditors at the year end (2021: \u00a3nil).
", "dimensions": { "concept": "mnrg:ContingentAssetsAndLiabilities", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": { "value": "
22. RELATED PARTY TRANSACTIONS
R Gerritsen is a director and shareholder of the Company. During the year he provided consultancy services in
respect of his fees as a director of the Company through his consulting businesses, ECRG Consulting Ltd and RCA
Associates Ltd. These services amounted to \u00a337,625 (2021: \u00a3nil) and \u00a337,625 (2021: \u00a3nil) respectively.
R Gerritsen is a director and shareholder of Pearman Investments LLP (\u201cPearman\u201d). During the year Pearman made
a loan to the Company of \u00a35,500 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total interest
accrued at the year end was \u00a3191 (2021: \u00a3nil) and the total loan including interest of \u00a35,691 remains unpaid at the
year end.
Christopher Latilla-Campbell is a director and shareholder of the Company. During the year he made a personal
loan to the Company of \u00a320,000 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total interest
accrued at the year end was \u00a3811 (2021: \u00a3nil) and the total loan including interest of \u00a320,811 remains unpaid at
the year end.
Christian Schaffalitzky de Muckadell is a director and shareholder of the Company. During the year he made a
personal loan to the Company of \u00a320,000 (2021: \u00a3nil). The loan is accruing interest at a rate of 8% per annum. Total
interest accrued at the year end was \u00a3785 (2021: \u00a3nil) and the total loan including interest of \u00a320,785 remains
unpaid at the year end.
P Rocco was a director until 19 October 2021 and is a shareholder of the Company. During the year he provided
consultancy services totalling \u00a3nil (2021: \u00a322,500) in respect of his fees as a director of the Company.
25. ULTIMATE CONTROLLING PARTY
There is no individual with ultimate overall control of the Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": { "value": "
23. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group\u2019s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group\u2019s
overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group\u2019s financial performance.
Risk management is carried out by the Board.
Market risk
The Group is exposed to market risk, primarily relating to foreign exchange and commodity prices. The Group does
not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The
Company has not sensitised the figures for fluctuations in foreign exchange or commodity prices as the Directors
are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the
present time. The Directors will continue to assess the effect of movements in market risks on the Group\u2019s financial
operations and initiate suitable risk management measures where necessary.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group
periodically assesses the financial reliability of customers and counterparties. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board. The Group considers the credit ratings
of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings
of cash with institutions which have a minimum credit rating of \u2018A\u2019.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. As at 31 December 2022 the
maximum exposure to credit risk was as follows:
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Carrying amounts \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 517,402 1,036,775 517,402 1,036,775
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,126 1,086,091 542,126 1,086,091
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s
reputation.
The Group\u2019s continued future operations depend on the ability to raise sufficient working capital through the issue
of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming
with which to finance operations. Controls over expenditure are carefully managed.
The following table analyses the Group\u2019s financial liabilities into relevant maturity groups based on the remaining
period at the balance sheet date to the contractual maturity date. The maturity of the liabilities is disclosed below:
Due in less
than one
year
Due
between
two and
five years
Due over
five years
Financial liabilities \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 - -
Loans 292,306 14,472 11,208
Convertible loan notes 132,239 - -
Total 1,822,875 14,472 11,208
Interest rate risk
The Company\u2019s interest rate exposure arises mainly from the interest-bearing borrowings. All of the Company\u2019s
facilities are at fixed interest rates and a provision for interest has been made in the accounts at the year end. See
Note 15.
Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk arising on cash and cash equivalents and
receivables denominated in a currency other than the respective functional currencies of Group entities. The
currencies in which these transactions primarily are denominated are US Dollar (USD), Canadian Dollar (CAD) and
Euros (EUR).
As of 31 December 2022, the Group\u2019s net monetary assets by functional currency of the Group\u2019s entities were as
follows:
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Net foreign currency financial assets/(liabilities) \u00a3 \u00a3 \u00a3 \u00a3
USD 1,325 1,325 1,325 1,325
CAD - - - -
EUR - - - -
1,325 1,325 1,325 1,325
The Group\u2019s exposure to foreign currency risk is low as it holds minimal foreign currency and foreign currency is only acquired
at the time when a purchase or acquisition is made. The directors therefore do not consider the impact of foreign exchange
risk to be material therefore no sensitivity analysis is presented.
Financial instruments
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Financial Assets \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables excluding prepayments 18,006 16,871 18,006 16,871
Other debtors 499,490 1,019,999 499,490 1,019,999
Amounts owed by group undertakings - - 605,371 -
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,220 1,086,186 1,147,591 1,086,186
Financial Liabilities \u00a3 \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 309,884 1,398,330 309,884
Loans 317,987 339,363 317,987 339,363
Convertible loan notes 132,239 - 132,239 -
1,848,556 649,247 1,848,556 649,247
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfMarketRiskExplanatory_E91_CY": { "value": "
Market risk
The Group is exposed to market risk, primarily relating to foreign exchange and commodity prices. The Group does
not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The
Company has not sensitised the figures for fluctuations in foreign exchange or commodity prices as the Directors
are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the
present time. The Directors will continue to assess the effect of movements in market risks on the Group\u2019s financial
operations and initiate suitable risk management measures where necessary.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCreditRiskExplanatory_E27_CY": { "value": "
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group
periodically assesses the financial reliability of customers and counterparties. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board. The Group considers the credit ratings
of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings
of cash with institutions which have a minimum credit rating of \u2018A\u2019.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. As at 31 December 2022 the
maximum exposure to credit risk was as follows:
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Carrying amounts \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 517,402 1,036,775 517,402 1,036,775
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,126 1,086,091 542,126 1,086,091
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfLiquidityRiskExplanatory_E88_CY": { "value": "
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group\u2019s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s
reputation.
The Group\u2019s continued future operations depend on the ability to raise sufficient working capital through the issue
of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming
with which to finance operations. Controls over expenditure are carefully managed.
The following table analyses the Group\u2019s financial liabilities into relevant maturity groups based on the remaining
period at the balance sheet date to the contractual maturity date. The maturity of the liabilities is disclosed below:
Due in less
than one
year
Due
between
two and
five years
Due over
five years
Financial liabilities \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 - -
Loans 292,306 14,472 11,208
Convertible loan notes 132,239 - -
Total 1,822,875 14,472 11,208
Interest rate risk
The Company\u2019s interest rate exposure arises mainly from the interest-bearing borrowings. All of the Company\u2019s
facilities are at fixed interest rates and a provision for interest has been made in the accounts at the year end. See
Note 15.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_E53_CY": { "value": "
Financial instruments
The
Group
31 Dec
2022
The
Group
31 Dec
2021
The
Company
31 Dec
2022
The
Company
31 Dec
2021
Financial Assets \u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables excluding prepayments 18,006 16,871 18,006 16,871
Other debtors 499,490 1,019,999 499,490 1,019,999
Amounts owed by group undertakings - - 605,371 -
Cash and cash equivalents 24,724 49,316 24,724 49,316
542,220 1,086,186 1,147,591 1,086,186
Financial Liabilities \u00a3 \u00a3 \u00a3 \u00a3
Trade and other payables 1,398,330 309,884 1,398,330 309,884
Loans 317,987 339,363 317,987 339,363
Convertible loan notes 132,239 - 132,239 -
1,848,556 649,247 1,848,556 649,247
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": { "value": "
24. EVENTS AFTER THE REPORTING PERIOD
BritNRG Limited, et el.
On 3 January 2023, the Company announced that immediately prior to the deadline for him to file evidence in
support of his unfair prejudice petition, Mr Rocco instead, on 23 December 2022, discontinued his claim against
the Company and its Directors.
On 27 February 2023, the Company provided an update on the various legal cases it is involved in, and the expected
timing associated with the cases.
The Company's claim for (i) the return of the \u00a31.02million it paid and (ii) damages from Mr Rocco for breach of
director's duties has already been successful by way of summary judgment on the first point, with judgment given
for the \u00a31.02 million. The corporate defendants had paid the Company c.\u00a3450k, and the remainder had been paid
into Court, pending the resolution of Mr Rocco's application for permission to appeal (which has been denied once
on the papers).
The case proceeds on the director's duties claim in which the Company sought damages from the previous
incumbent Director (Mr Rocco). The oral permission to appeal application was to be heard for a half day between
15 and 17 March. While a case management and cost hearing was held on 8 February to set a timetable for the
remainder of the claims, this was adjourned on Mr Rocco's application on a technical matter, and whilst a new date
was then set for this case on 6 July 2023, the Company was trying to find an earlier date, the Court schedule
permitting.
As to the s994 Prejudice Petition brought by the former Director, Mr Rocco, against the Company and Directors
personally, Mr Rocco withdrew the claim in December 2022, accepting to pay the Company and the Directors their
legal costs incurred to date. Mr Rocco had paid \u00a320,000 on account but had failed to engage in negotiation on the
final amount, requiring detailed assessment proceedings to be commenced for the remainder by the Company and
the Directors.
Mr Rocco filed a claim in Scotland under his employment agreement to be indemnified for his legal costs by the
Company. The defendant lost the claim at first instance and was ordered to pay legal costs to the Company.
Mr Rocco had also taken the Company to the Employment Tribunal in Scotland. The case was on hold until the
resolution of the proceedings in the English High Court, for damages from Mr Rocco for breach of director's duties.
On 21 March 2023, the Company announced the outcome of the High Court oral renewed permission to appeal
hearing held on 17th March 2023 concerning the Company's claim for the return of the \u00a31.02 million it paid to the
corporate defendants, Brit Energy Holdings LLP and BritNRG Limited (the \"Corporate Defendants\").
In Summary:
\u2022 The Corporate Defendants appeal was rejected and the outstanding \u00a3574,000 was to be paid to the
Company;
\u2022 The Corporate Defendants were ordered to pay interest of \u00a337,385.78;
\u2022 The Corporate Defendants were ordered to pay \u00a323,805.61 to cover the Company's appeal costs for the
summary judgement;
\u2022 The Corporate Defendants were ordered to pay the Company's legal fees for the summary judgement
proceedings with agreement to be reached on the final amount due.
On 6 April 2023, announced the outcome of the appeal brought by Mr Rocco against the Company in Scotland.
In summary:
\u2022 Mr Rocco advanced claims that he was entitled to be indemnified by the Company, in full, and on a
continuing basis, in respect of any legal expenses incurred by him in circumstances where he chose to take
legal advice in relation to any actual or possible legal dispute relating to his employment or directorship
with the Company.
\u2022 In addition, Mr Rocco sought reimbursement of legal expenses incurred by him to date, specifically in
respect of the High Court and Employment Tribunal proceedings between, inter alia, himself and the
Company.
\u2022 Finally, Mr Rocco sought payment of \u00a350,000, expressed to be an \"exit\" bonus which he claimed was due
to him regardless of the circumstances in which he left the Company.
The Sheriff in Scotland had denied Mr Rocco's application in the first instance and he subsequently appealed this
decision. The Sheriff Appeal Court denied the appeal.
Additionally, the Sheriff Appeal Court ordered further submissions on costs if an agreed position could not be
reached. The Company will seek its costs of defending this appeal, as well as the costs it has already been granted
in respect of the first instance decision.
On 3 May 2023, the Company announced that funds of \u00a3545,000 had been received from court in settlement of
the principal amount due back from BritNRG Ltd and Brit Energy Holdings LLP.
Corporate
On 3 January 2023, the Company announced that, on 29 December 2022, it received an email from Mr Edward
Spencer entitled \"open letter\" (the \"Open Letter\"). The Open Letter was published on social media later that day.
The Company was also made aware of a further document and comments, published on social media, outlining the
backgrounds of the requisitioning shareholders (the \"Requisitioners\"), the proposed directors nominated by the
Requisitioners (\"proposed Directors\"), along with an outline \"plan of action\" which is intended to be implemented
should Shareholders resolve to remove existing Directors and appoint the proposed Directors at the General
Meeting to be held on 11 January 2023.
On 9 January 2023, the Company announced that, following the unfortunate passing of Mr McKillen, both Mr
Edward Spencer and the Company had agreed to remove Resolution 5 from the General Meeting scheduled for 11
January 2023.
\u2022 Resolution 5; THAT, Mr Paul Anthony McKillen, having consented to act, be and is hereby appointed a
director of the Company with immediate effect.
On 12 January 2023, the Company announced that at the General Meeting of the Company, requisitioned by
shareholders, held on 11 January 2023 at 12.00 midday, the Resolutions set out in the Notice of General Meeting
(other than Resolution 5 which was removed from the business of the Meeting) were not passed by shareholders.
On 28 April 2023, the Company announced, following its announcement on 5 April that due to the restricted time
from RPG Crouch Chapman's appointment to the deadline of 30 April 2023 to file year end accounts for the year
ended 31 December 2022, the new auditor has had insufficient time to complete the audit of the Company.
Accordingly, there will be a delay in publishing audited results for 2022 and, as a result, the Company made a
request pursuant to the Listing Rules for a temporary suspension of the listing of the Company's shares with effect
from 07:30 Tuesday 2 May 2023.
On 2 May 2023, the Company announced that the Financial Conduct Authority (\"the FCA\") had temporarily
suspended the securities of the Company from the Official List effective from 02/05/2023 07:30, at the request of
the Company.
EQTEC Italia
On 14 March 2023, the Company announced that EQTEC Italia, our joint investment with EQTEC and two family
offices in a waste to energy plant in Italy was operational. EQTEC's technical commissioning team had commenced
handover protocols for transferring plant operations to EQTEC Italia MDC srl (\"Italia MDC\").
On 23 June 2023, the Company confirmed that EQTEC Italia had completed handover protocols and had transferred
plant operations to EQTEC Italia MDC srl (Italia MDC\u201d).
Goldridge
On 4 May 2023, the Company announced that its consultants, Burges Mining Consultants, would be on site for the
Phase 2 geochemical campaign at its Gold Ridge Gold mine property in Arizona, following the very encouraging
results from phase 1 that paved a pathway to further exploration work which is now progressing.
The results from phase 1 showed the largest gold anomalies were found in historical areas mined for gold; however,
a secondary zone of gold anomalies was found in an area previously unexplored and a new linear zone of gold
mineralization was delineated in the Southern Precambrian block. The Company will now complete further Soil
Geochemistry sampling on the remaining untested areas.
The Company's strategy, following results from phase 1 which confirmed the Company\u2019s belief that there is a real
possibility of a larger un-discovered gold/base metal system at Gold Ridge; is to more fully understand the
interconnectivity of the geological system which is likely to control the previously producing gold mines in the area
and progress work towards a drilling program.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:2138003C24H79U5QZH21", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } } } }