Technology Minerals Plc
Technology Minerals Plc
Annual Report and Accounts
for the year ended 30 June 2025
Building a sustainable circular economy for battery metals
Technology Minerals Plc
Contents | Page |
Highlights | 3 |
Strategic Report | |
Chairman's Statement | 4 |
Chief Executive Officer's Review | 6 |
Chief Financial Officer's Review | 10 |
Battery Metals Exploration Portfolio and Strategy | 12 |
Key Performance Indicators | 15 |
Principal Risks and Uncertainties | 15 |
Directors' and Corporate Governance report | |
Principal Activities | 21 |
Corporate Governance | 21 |
Board of Directors | 21 |
Directors' Remuneration Report | 42 |
Nominations Activities Report | 51 |
ESG Report | 52 |
Financial Statements | |
Independent Auditor's Report | 55 |
Consolidated Financial Statements | 64 |
Notes to the Consolidated Financial Statements | 71 |
Company Information | 124 |
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Technology Minerals Plc
Highlights
Technology Minerals plc (“the Company”)
| Completed sale of Leinster Lithium Property (“Leinster”) to European Lithium Limited ("European Lithium"), settled through the transfer of 1.37 million shares in Critical Metals Corp ("CRML"). | |
| Advanced exploration portfolio, with 14 new high priority targets (including rare earths) at the Cameroon project alongside continued encouraging assessments of the Asturmet Project in Spain. |
Recyclus Group Ltd ("Recyclus"), a 48.35% Technology Minerals owned subsidiary company
| Increased production at UK’s first industrial scale lithium ion (“Li-ion”) battery recycling facility via series of customer wins. | |
| Secured major commercial agreements, including a £2 million contract with a global industrial group and recycling partnerships with Ocado and Halfords. | |
| Signed black mass offtake agreement with Glencore plc ("Glencore"), with first deliveries to Europe commencing in March 2025. | |
| Delivered specialist recycling projects, including the safe processing of fire-damaged batteries from EV OEM and 4,000 battery modules for a leading engineering firm. | |
| Secured first order of LiBox containers under supply agreement with Ministry of Defence (“MoD”). | |
| Established new Discharge and Dismantle Unit which became operational, generating cost savings by eliminating requirement for third party processing. | |
| Awarded £50,000 by Clean Futures Accelerator Programme to develop recycling process for lithium thionyl chloride ("LTC") batteries. |
Post year end
| Recyclus achieved a key milestone with its first month of positive cash flow in July 2025 and record revenues in December 2025, although in the year to 30 June 2025 a loss was posted. | |
| On 17 July 2025, Recyclus’ 100% owned subsidiary, LiBatt Recycling Ltd, joined consortium with Jaguar Land Rover (“JLR”), Mint Innovation and WMG, University of Warwick (“WMG”), funded by Department for Business and Trade (“DBT”), to accelerate UK Li-ion battery recycling innovation. | |
| On 4 August 2025, Recyclus secured £1.1 million loan agreement with Close Brothers enabling it to operate without additional support from Technology Minerals. | |
| In January 2026, Technology Minerals Plc raised £350,000 before expenses by the issue of 350 million ordinary shares at £0.001 per share. | |
| In January 2026, Technology Minerals announced the intention to appoint Nick Bridle and Mick Cataldo to join the Board as non-executive directors. | |
| In March 2026, the Company announced that it had agreed amended terms for the inter-company loan agreement with Recyclus. |
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Technology Minerals Plc
Strategic Report
Chairman’s Statement
Dear Shareholders,
2025 has been a year of progress for Technology Minerals as we execute our strategy of building a sustainable circular economy for battery metals. Our two-pronged strategy, advancing early-stage exploration projects and developing Recyclus as a leading Li-ion battery recycler, continues to deliver operational success, commercial revenues and industry-wide recognition.
Exploration portfolio
We remain committed to advancing early-stage projects and driving these up the value curve to attract potential buyers or partners, bringing additional value to the Company and our shareholders. The sale of our exploration licences in Leinster, Republic of Ireland, to European Lithium Limited, finalised in March 2025, demonstrated the effectiveness of our strategy.
Our exploration portfolio, including prospects in Cameroon, Spain and the USA provide other opportunities to bring added value. Post-period in September 2025, at our 100%-owned Cameroon project, we identified multi-commodity targets, including rare earth metals, which warrant further testing to understand the potential of the asset. We are also encouraged by pleasing results to date at our Asturmet Project in Spain.
The Group’s licences in Cameroon and Spain have expired but application has been made for renewal and is in process in each case in accordance with local procedures and we are confident that such renewal will be granted.
We are also at an early stage in our research into the recovery of critical raw materials from industrial waste, which include rare earth metals.
As such, we see potential across our portfolio to generate opportunities that will be attractive to partners and buyers. As critical minerals remain essential in the global transition to net zero, we are committed to advancing our projects and creating value.
Recyclus Group Ltd
It is pleasing to see the strong progress at Recyclus, which has strengthened its position as the UK’s leading Li-ion battery recycler through a series of commercial contracts with major industry players.
These included an agreement with Ocado Group plc to recycle Li-ion batteries as part of their ongoing maintenance programme, and the company’s largest contract win to date, recycling Li-ion batteries for a global industrial group. Additional agreements were secured to recycle Li-ion battery packs from a global automotive company, to process fire-damaged Li-ion battery packs from an electric vehicle original equipment manufacturer, and to recycle e-mobility batteries for Halfords.
A key milestone was the signing of a landmark black mass offtake agreement with Glencore plc, with the first shipment delivered to Europe in March 2025. This agreement validated both Recyclus’ technology and commercial strategy, reinforcing the credibility of its black mass solution and its ability to establish major international trading partnerships.
Recyclus also saw increased commercial traction with LiBox, its market-leading safe storage and transportation boxes for Li-ion batteries, highlighted by the first order from the Ministry of Defence. By adhering to the highest global safety and environmental standards, LiBox mitigates risk to people and significantly reduces potential environmental impact.
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Technology Minerals Plc
These contracts and growing commercial momentum demonstrate strong industry confidence in Recyclus’ cradle-to-cradle Li-ion battery recycling solution, positioning the company as a partner of choice in this fast-growing sector.
Recyclus continued to invest in technology and innovation to expand its offering, emphasised by the development of a new Discharge and Dismantle Unit for Li-ion batteries. Further recognition came when the Clean Futures Accelerator Programme awarded Recyclus £50,000, matched by the company itself to develop a recycling process for lithium thionyl chloride batteries, where there is no established method for recycling these in Europe. In addition, Recyclus, through its subsidiary LiBatt Recycling, is part of a consortium with Mint Innovation, Jaguar Land Rover and WMG, University of Warwick under the UK government’s DRIVE35 programme, demonstrating its position as a leader in battery recycling innovation.
Following the limited scope review of the Company’s Annual Report for the year ended 30 June 2023 by the Corporate Reporting Review Team of the Financial Reporting Council (“FRC”), the Company has re-assessed its accounting treatment of Recyclus and has now consolidated Recyclus as a subsidiary based on its 48.35% ownership and common directors as set out in Note 20 to the Financial Statements.
Building value through the circular economy
Global demand for Li-ion batteries is growing rapidly, driven by electric vehicles, energy storage and consumer electronics. This expansion brings with it the pressing challenge of safely recycling spent batteries, which contain finite resources such as cobalt, nickel, manganese and lithium.
Recyclus has positioned itself at the forefront of meeting th is challenge in the UK, recovering essential materials safely and with zero landfill waste. The resulting black mass, rich in critical metals, can be reintroduced into battery manufacturing, reducing dependence on overseas supply chains, strengthening the UK’s battery ecosystem.
Looking Ahead
The drive towards electrification remains a paramount objective internationally as societies become increasingly aware of the need to secure sustainable supply chains for both critical minerals and battery metals. This backdrop provides strong tailwinds for both our recycling operations and exploration portfolio, and I believe that our continued progress over the last year has positioned us to capitalise on these opportunities.
We have established strong foundations for growth to advance our strategy to unlock the value of our exploration assets. Our focus remains on progressing early-stage projects and attracting potential buyers or partners to create additional value for the Company and our shareholders.
We remain excited by Recyclus’ growth trajectory as it scales operations and expands sales. Discussions continue with prominent players in the recycling and automotive sectors, with the objective of positioning Recyclus as the leading recycler of choice for Li-ion batteries in the UK.
Finally, I would like to take this opportunity to thank our shareholders for their continued support, and extend my gratitude to the Board, the management team, employees, and partners for their work and commitment that underpins our progress this year.
Robin Brundle
Executive Chairman
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Technology Minerals Plc
CEO Statement
Technology Minerals progressed its strategy of building a fully circular economy for critical battery metals through a dual focus on mineral exploration and Li-ion battery recycling.
We continued to advance our portfolio of early-stage exploration projects, with the aim of increasing their value and positioning them to attract larger partners or buyers for future development. Although overall a loss was posted for Recyclus for the year, our pioneering battery recycling business, we also saw excellent progress with Recyclus securing new contracts, delivering strong revenue growth, and reaching a key milestone of its first month of positive cash flow in July 2025, all of which brings Recyclus closer to long-term sustainability.
This twin-track approach aims to optimise the supply of critical minerals at all stages of the lifecycle, both through our exploration portfolio and by addressing the ecological issues presented by battery waste.
Exploration Portfolio
Our portfolio, with projects located in Cameroon, Spain, and the USA, is focused on critical metals essential to the global shift to electrification, net zero and defence, at a time of increasing urgency for greater national resilience in critical resources. By advancing early-stage projects in a capital-efficient way, we are able to unlock value through sales and partnerships while minimising the financial and dilutionary costs often faced in the sector.
In February 2025, we completed the sale of the Leinster licences to European Lithium. The transaction was effected through the sale of 100% of the issued share capital of LRH to European Lithium and was settled through the transfer of 1,371,742 shares in Critical Metals Corp. Following settlements with third parties Technology Minerals retained 861,833 CRML shares. The completion of this transaction reflects the Company's strategy of identifying and advancing early-stage projects, with a view to creating opportunities for value realisation through sales or partnerships. Technology Minerals has now sold most of its shareholding in CRML received as consideration for the sale.
Progress continues across our exploration portfolio. At our 100% owned Cameroon Project, the TMC Project, recent analysis identified 14 new mineralised targets across 2,456km² of granted permits. Conducted in the context of recent substantial discoveries of rutile and rare earth elements (“REEs”) by Lion Rock Minerals (ASX:LRM) near the Company’s licence areas, a comprehensive regional data review undertaken by Aurum Global Exploration identified key targets including REE–monazite systems, as well as uranium, gold, copper, lithium, niobium, tantalum, and rutile.
The permits lie in the same geological belt as the world-class Nkamouna nickel-cobalt laterite deposit, and as such are considered prospective for this style of mineralisation. Technology Minerals will progress to on-ground exploration to validate the high-potential targets, with field programmes now being advanced to define drill-ready targets.
We also continue to assess the potential at our Asturmet Project in Spain which has previously delivered encouraging results, with high-grade copper, cobalt and nickel samples supporting the case for further exploration by way of drilling.
Post the year end, on the 30 August 2025, the Company entered into a heads of agreement by which Bluebird Metals LLC (“Bluebird”) agreed to pay the annual 2025 – 2026 Bureau of Land Management (BLM) licences fees on the Company’s Emperium and Blackbird Creek projects in Idaho for a further 10% interest in them, taking Bluebird’s interest up to 90%.
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Technology Minerals Plc
Generating capacity for battery recycling
Wolverhampton Li-ion battery recycling plant
Recyclus made strong progress at its Wolverhampton industrial-scale Li-ion battery recycling facility, the first of its kind in the UK. Production ramped up significantly over the year, supported by new contract wins, growth from existing customers, and securing its largest contract to date.
In November 2024, Recyclus secured a partnership with Halfords Group plc to recycle waste Li-ion e-mobility batteries, followed in January 2025 by an agreement with Ocado to recycle spent batteries as part of Ocado’s ongoing maintenance programme and use Recyclus’ proprietary Li-ion battery storage and transportation boxes, LiBox.
Also in January 2025, Recyclus completed a programme to recycle fire-damaged Li-ion batteries from an EV OEM, which required dismantling by Recyclus’ specialist high voltage team before being fast tracked to the recycling team. This partnership strongly validated Recyclus’ expertise in addressing complex requirements surrounding compromised battery waste in a safe and sustainable manner, in addition to its flagship end-of-life battery recycling capacity.
In the same month, Recyclus won its first contract to recycle batteries sourced from overseas (as well as the UK) from a global automotive company following a battery recall programme by the customer. In April 2025, Recyclus announced its largest contract win to date, a 12 month agreement with a global industrial group worth up to £2 million.
Black mass offtake agreement with Glencore
The plant also continued to refine its black mass generation process, steadily increasing throughput throughout the year, and commenced generating revenue from the sale of recycled black mass. In December 2024, Recyclus signed a black mass offtake agreement with Glencore plc, one of the world’s largest globally diversified natural resource companies. Following a successful 100-tonne trial delivering black mass to Glencore’s European network and operations, current throughput is above the minimum 20 tonnes per month initially agreed.
The agreement represents Recyclus’ strategy to sell black mass to multiple key geographic partners as it continues to build its inventory of the material, and emphasises the company’s international reach and growing reputation in the field.
Alongside the new contracts, a new Discharge and Dismantle Unit is now operational and processing inventory, enhancing operational efficiency and reduces costs by enabling on-site EV battery discharge and disassembly, eliminating the need for third party processing. Recyclus' management is also evaluating the installation of additional plant at the Wolverhampton facility to enhance the separation of aluminium and copper, thereby increasing the potential value recovered from product fractions.
LiBox Storage and Transportation
Recyclus continued to expand deployment of its UN-certified and ADR compliant LiBox containers for the safe transportation and storage of hazardous battery materials. In October 2024, the company delivered its first order of LiBox containers under its supply agreement with the Ministry of Defence. The previous month, Recyclus completed a 10-week recycling programme for a leading engineering services and technology company, for 4,000 spent Li-ion battery modules from electric vehicles, which were stored and transported using LiBox containers. Recyclus continues to receive enquiries from potential customers as the LiBox containers are another differentiator forming a key part of Recyclus’ comprehensive battery recycling solution.
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Technology Minerals Plc
Recycling lithium thionyl chloride ("LTC") batteries
Recyclus, in partnership with Coventry University, has developed and it is scaling up a safe and scalable recycling process for lithium thionyl chloride batteries. Utilised in a wide range of critical applications including infrastructure and energy, there is currently no established method of recycling LTC batteries in Europe. As a result, the sector must depend on export or accumulate stockpiles of hazardous waste. Recyclus’ solution presents significant economic and sustainability opportunities. Recyclus was awarded £50,000 in government funding by the Clean Futures Accelerator Programme, headed by Catapult Connected Places, the UK's innovation accelerator for cities, transport, and place leadership. The grant was equally matched by Recyclus, bringing the project to a total value of £100,000.
Post period
In July 2025, Recyclus achieved its first month of positive cash flow, as announced on 8 September 2025, marking a key step towards achieving operational sustainability. December 2025 was the strongest month on record in terms of revenue.
Also in July 2025, Recyclus’ 100% owned subsidiary, LiBatt Recycling Ltd, joined a consortium with Mint Innovation, JLR and WMG, University of Warwick to launch Project COMET. Backed by £8.1m investment, jointly funded by the Department for Business and Trade through the Advanced Propulsion Centre UK and by the project partners themselves, this three year initiative will develop black mass separation capability in the UK, strengthening the UK EV manufacturing supply chain and creating jobs in a sustainable industry.
In August 2025, Recyclus secured a £1.1 million loan agreement with Close Brothers Group plc, strengthening its financial stability and ensuring it can sustainably operate without requiring additional support from Technology Minerals.
In August 2025, BlueBird Metals LLC acquired a further 10% in the Group’s Idaho projects taking its total interest up to 90%.
In January 2026, the Company raised £350,000 before expenses by the issue of 350 million ordinary shares at £0.001 per share. Each share has a warrant attached, with an exercise price of £0.001 per share.
Additionally, in January 2026, the Company successfully agreed settlement terms with Jonathan Swann and Atlas Special Opportunities II, LLC (“Atlas”) in respect of their convertible instruments, the terms of which have been previously announced.
On 5 March 2026, the Company announced that it had entered into a binding letter of intent with Recyclus, which constituted a related party transaction and which set out the principal terms of a new loan agreement ("the New Agreement") to be entered into, replacing the previous loan agreement between the parties, dated February 2022.
The New Agreement provides that the loan will have a seven (7) year term and will be secured by a second ranking charge over the assets of Recyclus and its subsidiaries.
The loan will accrue an increasing rate of interest during the term of the loan.
The interest rates are: 2.5% in the first year; the Bank of England base rate in year two and three; Bank of England base rate +1% in year four; Bank of England base rate +2% in Year five; and Bank of England base rate +3% the following years. Recyclus will receive a £0.5 million early repayment discount should it repay the outstanding loan balance within three (3) years from the date of the New Agreement.
Interest on the loan will accrue at the aforementioned rates from the date of the New Agreement, to be paid on or before the last day of each month. No repayment of any interest thereon shall be due
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until the first anniversary of the New Agreement, and no repayment of the principal shall be due until the second anniversary of the New Agreement. In the event of a default that is not remedied within 45 days, additional default interest shall apply.
Under the terms of the New Agreement, the Company has the right to appoint and maintain one director to the Recyclus Board. Nick Kounoupias, Non-Executive Director of Technology Minerals, is the Company's nomination to join the Recyclus Board as the Company's representative, such appointment to be subject to approval of the Recyclus Board. If the number of directors at Recyclus increases, Technology Minerals has the right to appoint further directors pro-rata.
Outlook
Technology Minerals remains focused on advancing early-stage critical metal exploration projects in a disciplined and capital-efficient manner. The completion of the Leinster sale demonstrates our ability to realise value from the portfolio, while our projects in Cameroon, Spain and the USA, continue to show potential for future value creation.
Recyclus has established a leading position in the UK Li-ion battery recycling market, with an increasing number of high-quality customers, achieving its first monthly positive cash flow in July 2025 and record revenues in December 2025. With increasing revenues from gate fees and the sale of black mass, the business is well positioned to scale operations further and capture the significant opportunity in battery recycling.
Looking ahead, we will continue to focus on value creation through both our exploration portfolio and recycling. As explained in Note 5, following the limited scope review of the Company’s Annual Report for the year ended 30 June 2023 by the Corporate Reporting Review Team of the FRC, we have for the first time consolidated the Recyclus Group into our annual accounts for the year ended 30 June 2025, and have restated the prior year accounts on the same basis. Our interest in Recyclus Group remains unchanged at 48.35%. This holding in Recyclus represents significant embedded value for shareholders as the business ramps up its operations and expand its customer base. With the encouraging potential of our exploration portfolio and the strong momentum at Recyclus, Technology Minerals enters the next phase of its development from a position of strength, focused on creating long-term sustainable value.
Alexander Stanbury
Chief Executive Officer
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Technology Minerals Plc
Chief Financial Officer’s Review
I am pleased to report that the Group had a successful year in selling its Irish lithium assets which evidences its incubator model for developing its exploration assets and selling them where this is in shareholders’ interests. The Company issued 1.19 billion new shares to provide cash and to settle certain obligations including repayments to its CLN holders.
At the date of this report £5.7 million including accrued interest is owed to CLN holders and at year end the amount drawn was £2.5 million. Since the year end, on 15 January 2026, under a funding agreement with Fortified Securities Ltd, the Company raised £350,000 before expenses by the issue of 350 million shares at £0.001 per share. Each subscription share will be issued with one warrant attached, exercisable at the Placing Price and with a term of 60 months. In accordance with this agreement, the Company and Fortified Securities Ltd are seeking to raise a further minimum funding of £3 million, with a target of £4 million, in a share placing in which regard the Company is proposing to issue a prospectus, which is at an advanced stage with the FCA, to provide authority for it to issue new shares in respect of loan conversions as well as for additional funding. Should less than the target funding be achieved, the Company has identified discretionary expenditures which can be deferred or cancelled.
The Company further announced that it and Fortified Securities have successfully agreed settlement terms with Jonathan Swann (“Swann”) and Atlas Special Opportunities II, LLC (“ACM”) in respect of their convertible instruments, whereby:
• | Swann’s settlement of £3.3 million is settled by £0.5m in cash, up to £2.5m (or 24.99%) in shares, and |
the balance as a 24-month secured term loan at 8%, with no conversion rights. | |
• | ACM settlement of £1.7 million is settled by £1.5m in cash and £0.2m in shares under the proposed |
placing | |
The above proposed funding and settlement with major CLN holders has put the Group on a stronger footing, and I believe will be welcomed by shareholders. As noted elsewhere, Recyclus continues to show good progress in establishing itself as the first industrial scale UK lithium-ion recycling company and, as agreed with the Company, it secured £1.1 million of separate funding to add to cash flows now being generated.
In prior financial years, management exercised carefully considered judgement in classifying Recyclus, in which the Company holds a 48.35% interest, as an “associate”. This treatment was subsequently reviewed by the Corporate Reporting Review Team of the FRC as part of a limited scope review of the Company’s Annual Report and Accounts for the year ended 30 June 2023. Following that review, the Company reconsidered its assessment in this highly judgemental area regarding the classification of Recyclus as an associate.
As a result of this reassessment, management concluded that Recyclus is controlled by the Company, notwithstanding that the Company’s ownership interest in Recyclus remains unchanged at 48.35%. The revised accounting treatment is set out in Note 5 to the Financial Statements. This includes consolidation of Recyclus’ results into those of the Group and the corresponding adjustments to prior years, including those relating to the Company’s loans to Recyclus.
The Group’s loss for the year was £13.6 million (2024: £7.5 million (restated)), of which administrative charges were £5.0 million (2024: £5.1 million (restated)). The largest factor in the higher loss in the year was in respect of the sale of 70% of the Group’s interest in its Idaho copper cobalt project of £7.0 million, offset by a gain of £0.4 million in respect of the sale of the Group’s Irish lithium assets. Cash at year end was £0.1 million (2024: £0.02 million).
At the year end, the Company’s net assets of £6.8 million (2024: £16.8 million (restated)) exceeded those of the Group of (£0.4) million (2024: £11.9 million (restated)) primarily due to the elimination on consolidation of loans made to Recyclus.
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Technology Minerals Plc
The Group proposes to continue its exploration and development work in the coming year on its minerals exploration licences to maximise their value potential, although proposed work will correspond with available cash resources. The Group continues to consider farm-in arrangements with third parties in respect of certain licences whereby the assets are developed at no cost to the Group and other similar arrangements will be considered if beneficial. In addition, the proposed significant funding being arranged with Fortified Securities will I believe mean the Group will be well placed for the future.
The Group looks forward to a strong coming year with new funding to expand its interests and as Recyclus increases li-ion battery recycling.
James Cable
Chief Financial Officer
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Technology Minerals Plc
Battery Metals Exploration Portfolio and Strategy
Minerals Exploration Strategy
Our minerals exploration strategy is to advance early-stage projects up the value curve through prudent deployment of capital and attract larger joint funding partners to advance the development of the projects.
Through this strategy, significant value can be added to the portfolio without taking on the more substantial costs associated with developing exploration assets.
The Project Generator Model
| Exploration | |
Exploration to develop portfolio of in-house battery metals projects, with a focus on lithium, rare-earths, copper, nickel, cobalt and manganese. | ||
| Growth | |
Growing shareholder value through asset sales and partnerships, whilst preserving equity carry for future benefit of shareholders. | ||
| Partnership | |
Form partnerships to fund exploration and project development, building a portfolio of projects for transaction. |
Portfolio of Global Exploration Projects for Key Battery Metals
Cameroon: Nickel, Copper, Cobalt, Rutile, Rare Earths, Lithium and Gold (100% owned)
Spain: Copper, Nickel and Cobalt (100% owned)
Idaho, USA: Cobalt, Copper, Gold (10% owned)
Ireland: Lithium (sale completed March 2025)
We have a globally diverse portfolio of projects focused on key battery metals, including lithium, nickel, copper, cobalt and other metals.
Our assets are concentrated on strategically important metals for the vital battery OEM (Original Equipment Manufacturer) markets, which have come into sharp focus in terms of security of supply, supply squeeze and price inflation.
TMC Property, Cameroon
The TMC Property consist of five exploration permits, four of which are contiguous (Atsiek, Malene, Mayos and SA exploration permits) and one isolated permit (Nkolbong permit) approximately 35 km east of the contiguous permits. The five exploration permits cover a total surface area of 2,456 km2 and are situated in southeastern Cameroon. The contiguous permits and the isolated permit are located approximately 293 km and 418 km, respectively, from the capital city of Yaounde.
The licences may be renewed three times for a period of two years, for a maximum period of six years provided that the obligations of the licensee under the licences have been met in the prior periods.
As announced on 23 February 2022, the Company received copies of all permits concerned and instructed independent Cameroon legal counsel to verify the validity of the permits. Legal counsel subsequently concluded it was not possible for the five permits to be legally granted to TMC under Cameroonian law and therefore the permits were not valid.
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On 28 February 2023, the Company announced that the Cameroon Ministry of Mines, Industry and Technological Development confirmed that the five exploration permits at the Technology Minerals Cameroon ("TMC") Property have been validated under Cameroon law and granted to the Company.
On 2 May 2023, the Company announced that the field placement of beacons marking out the corners of the Company's five licences had been completed in accordance with Cameroonian Law by a local company, Explorers 33 Consulting Group.
In addition, whilst carrying out the field placement of the beacons, consultations with all local villages falling within the five licences areas were also carried out as required by the terms of the exploration licence agreements.
In July 2023, a desktop evaluation report by Dr Sandy Archibald of Aurum Exploration Ltd, based on new geological and geophysical data obtained, was submitted to Cameroon Ministry of Mines, identifying areas for a proposed field-based sampling program later in 2024/early 2025.
The report highlighted fourteen (14) new exploration targets that were identified on the TMC Property, with three of the targets considered a priority. Two of the priority targets hold potential for lithium-tantalum-niobium (±uranium) and Rare Earth Elements (REEs) ± uranium, and the third target is prospective for sediment-hosted uranium. The majority of the other eleven targets are prospective for intrusion-hosted copper, gold, or uranium.
Since then, Lion Rock Minerals, a junior ASX-listed company with licences to the west and northwest of the Company’s licences has reported the discovery of rutile and monazite (a mineral containing high concentrations of light rare-earth elements like cerium, lanthanum, and neodymium).
The Group’s licences in Cameroon have expired but application has been made for renewal and is in process, in each case, in accordance with local procedures and we are confident that such renewal will be granted.
Blackbird Creek Project, Idaho (USA)
The Blackbird Creek Project was acquired by the Company on 9 March 2022. The acquisition added 158 contiguous lode claims covering an area of approximately 1,285 hectares (3,175 acres) to the Company's existing Emperium Project, located immediately southeast of Jervois’ Idaho Cobalt Operation (“ICO”).
The Blackbird Creek Project is down-strike from Jervois’ ICO Mining Project and contains a number of advanced prospects including a historical non-compliant NI 43-101 resource by Noranda Exploration Inc.
Numerous prospects with cobalt and copper mineralisation have been identified on the Blackbird Creek Property, including the Ludwig, Patty B, Anderson West, Anderson, Edith B, Raven, Slippery Gulch and Copper Hill (also known as Blackbird Creek South and West Fork Cobalt prospects). The primary exploration targets on the property are the Apple Creek Formation tourmaline breccias, which are considered to be akin to the historical Noranda Blackbird Mine, Jervois Idaho Cobalt Operation and First Cobalt’s Iron Creek Project.
Given the extent and continuity of mineralisation at surface, and results from the historical drilling and recent surface sampling, the Blackbird Creek Property has the potential to host significant Cobalt-Copper +/- Gold +/- Rare Earth Element (“REE”) deposits.
In 2022, the Company sold a 10% interest in both its Blackbird Creek Project and Emperium Project in Lemhi Country, Idaho to Canadian precious metals firm BlueBird Metals LLC for a cash consideration of £900,000.
During the second half of 2024, the Company entered into a heads-of-terms agreement with BlueBird Metals whereby BlueBird Metals LLC acquired an additional 70% economic interest in the Idaho projects. Under the terms of the agreement, BlueBird Metals LLC undertook to keep the licences in
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good standing by paying the outstanding fees for the renewal of the licences and to undertake further evaluation and development work, with the Company having the right to increase its interest if BlueBird Metals LLC declines to fund such work.
Post year-end, in September 2025, BlueBird Metals LLC funded the renewal of the 2025 – 2026 Bureau of Land Management (BLM) annual licences in exchange for acquiring a further 10% in the project taking its total interest up to 90%. The Group’s interest is included in Intangible Assets as shown in Note 17 to the Financial Statements.
Emperium Project, Idaho (USA)
Although the Company is not under any obligation to spend any money on exploration in order to keep the project in good standing (except for the annual BLM claim fees of USD 149,240), over the next 12 to 18 months, the Company will continue to review its entire geological database in respect of the Emperium Project in conjunction with the geological team at Dahrouge Geological Consulting Ltd.
The Emperium Project work programme will continue to be early-stage exploration in the form of mapping and rock / soil sampling. Depending on the results generated, this is likely to be followed by a drilling programme, as the Company’s ultimate aim is to define an initial JORC-compliant maiden resource on the property. Depending on the initial results of the drilling, it is envisaged that further detailed grid drilling would be carried out to generate more geological information, thereby converting the resource into the ‘inferred’ and ‘indicated’ JORC measurement category. Initial drilling would be reverse-circulation which would be followed by diamond core drilling.
Post year-end, in September 2025, BlueBird Metals LLC funded the renewal of the 2025 – 2026 BLM annual licences in exchange for acquiring a further 10% in the project (taking its total interest up to 90%). The Group’s interest is included in Intangible Assets as shown in Note 17 to the Financial Statements.
Asturmet Project, N. Spain
The Asturmet Project consists of eight exploration permits or P.I. (Permiso del Investigación): St. Patrick (P.I. 30858), St. Andrew (P.I. 30869), St. David (P.I. 30870), Astur A (P.I. 30864), Astur B (P.I. 30865), Astur C (P.I. 30866), Astur D (P.I. 30868) and Astur F (P.I. 33199). The licences cover a total area of approximately 461.1 km2.
The St Patrick licence (which covers the historic Aramo Mine), was issued to Asturmet in June 2018, and the Astur A licence was granted in May 2024 and were renewed following the year-end. The remaining licences are expected to be issued during the course of 2026 by the Asturian Principality.
Since listing on the London Stock Exchange, the Company has continued exploration activities on its St Patrick Licence.
Activities since carried out include:-
· A lithogeochemical characterisation sampling survey which confirmed the presence of high-grade copper-cobalt-nickel mineralisation at the historic Aramo mine within the licence area.
· Underground sampling at the old Aramo Mine (level 3 in four historical partially stoped areas).
· A 3D laser survey on levels three and four at the Aramo Mine with results exceeding expectations in quality and detail. This critical work will help facilitate more intensive underground mapping, 3D modelling and sampling on these levels.
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∙ Underground grab sampling across multiple mineralised veins and alteration zones that confirmed the expected style and grade of mineralisation with reported assays ranging up to 1% – 28% copper, 0.1 – 1.88% cobalt and 0.1 – 1.68% nickel.
∙ A broad characterisation study of extensive zones of alteration and mineralisation which are present and clearly observed within parts of Levels 3 and 4 of the mine.
The next stage of work at the Aramo Mine will be underground drilling.
Key Performance Indicators (KPIs)
The Board routinely monitors the following KPIs:
| Cash balance available for working capital |
| Cash flow forecasts, including variance from budgets |
| Expenditure required to maintain its exploration licences in good standing and additional discretionary spending to develop its assets |
The Company’s cash balance as at 30 June 2025 was £0.1 million (2024: £23k).
The cash balances and cash flow forecasts and expenditure levels were in accordance with management expectations. Expenditure has been made according to available resources which have been restricted in the period although as funds become available will increase.
The Board will keep the suitability of the selected KPIs under review as the business matures, including those in respect of its interest in Recyclus.
Principal Risks and Uncertainties
The Group has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors and the Audit Committee, working through the business leadership team. The Group seeks to mitigate risks by monitoring them and any physical impacts in order to implement better plans to prepare for and adapt to risks arising.
The Board’s role in risk management includes promoting a culture that emphasises integrity at all levels of business operations and setting the overall policies for risk management and control. The programme to strengthen business controls has continued throughout this financial year and this is resulting in improvements in management information, timeliness of reporting and risk management.
During the period, the principal risks affecting the Group were comprehensively reviewed. Each identified risk was considered for likelihood of arising and consequent impact. Careful consideration was given to identifying any other emerging risks. Each risk area continues to have priority controls allocated to it that are the responsibility of the Executive Directors to manage and review during the financial year. This process inherently manages risk by ensuring the principal risks are being mitigated by prioritised business activity. The Board will be reviewing carefully any changes to the Group’s risk management, governance and controls environment upon the expected completion of the Recyclus transaction.
The Directors believe the following risks to be the most significant for the Group. However, the risks listed do not necessarily comprise all those associated with the Group. In particular, the Group’s performance may be affected by changes in market, political or economic conditions and in legal, regulatory and tax requirements.
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If any of the following risks were to materialise, the Group’s business, financial condition, results, or future operations could be materially adversely affected. Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Group.
Financing risk
The Board currently considers the Group‘s principal risk to be a liquidity risk, which is inherent in the strategy and business model of early-stage mineral exploration companies. The Group has made substantial loans to the Recyclus group to fund its development and is reliant on cash flows generated by Recyclus to fund loan repayment and future dividend streams. Other than the sale of exploration in accordance with its project generator model, the Group has limited revenue at the present time and, until such time as sufficient revenue streams have been generated, is therefore dependent upon the availability of additional finance, which is described in further detail in note 2 to the financial statements under the going concern section of the accounting principles. The Group manages liquidity risk by seeking to ensure the presence of adequate reserves and by continuously monitoring the forecast and actual cash flows. Cash flow forecasts are regularly prepared and reviewed to identify the liquidity requirements of the Group.
Minerals exploration and development
Minerals exploration and development work is typically capital intensive, speculative and can be unproductive, but is necessary to discover new mineral resources. Exploration and development of mineral resources take time and money and both phases are subject to a host of risk factors. For instance, factors such as adverse weather conditions, natural disasters, equipment or services provider shortages, procurement delays or difficulties arising from the environmental and other conditions in the areas where the reserves are located or through which production is transported may increase costs and extend timelines, potentially making it uneconomical to develop its assets or existing reserves or extract its resources in sufficient amounts and in a timely manner. Failure to discover new reserves, to maintain existing mineral rights, to enhance existing reserves or to extract resources from such reserves in sufficient amounts and in a timely manner could materially and adversely affect the Group’s results of operations, financial condition and prospects.
Increasingly stringent requirements relating to regulatory, environmental and social approvals can result in significant delays in construction of additional facilities and may adversely affect new drilling and mining projects, the expansion of existing operations and, consequently, the Company’s results of operations, cash flows and financial condition, and such effects could be material.
Samples may be obtained from drilling programmes to analyse ore specifications, for example, which are then sent to independent laboratories for analysis so that future exploration programmes can determine resource size and commercial viability. However, there can be no reassurance that the results of these analyses will prove favourable to the Group.
Difficulties in obtaining any permits, consents, including environmental consents, licences, planning permissions or easements could adversely affect the design or increase the cost of the construction and commissioning of the Company’s projects.
Both the Emperium and Blackbird projects are located within the Salmon-Challis National Forest in the Salmon River Mountains, Lemhi County, east-central Idaho, USA. As forested areas, they are prone to seasonal fires which could affect operations on both projects during the height of the summer months.
In the event that such cash flows are reduced in the future, the Group may be forced to scale back or delay discretionary capital expenditure resulting in delays to, or the postponement of, the Group’s planned exploration activities.
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Reliance on key staff
The Group depends on key personnel for the success of its mineral exploration and battery recycling businesses through its associate undertaking, Recyclus Group.
If one or more of its current or future key executives or employees are unable or unwilling to continue in their present positions, the Group may not be able to easily replace them, and its business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, the Group could lose off-takers and suppliers and incur additional expenses to recruit and train personnel.
The Company seeks to maintain a positive culture where all staff, including senior executives, are compensated fairly and rewarded for performance.
Investment Risk
The Company is exposed to risks associated with its investment in its subsidiaries. Although the Company holds less than 50% of Recyclus, if Recyclus’ business does not perform in line with expectations, the Company may be called upon to avail additional capital to it. The Recyclus business has substantial growth plans, and rapid growth rates typically expose the business to a higher rate of risk.
The Recyclus Group business is exposed to advances in technology both around battery and recycling technologies.
Political conditions, government regulations and macroeconomic volatility
The Group’s ability to operate may be constrained by delays or shutdowns as a result of political, commercial or instability in its countries of operations, particularly in Cameroon, and to a lesser extent, in the United Kingdom, United States, and Spain. The ability of the Company to generate long-term value for shareholders could be impacted by these risks. The Group is unable to control these risks but monitors changes closely in order that it can position itself as well as possible to take proactive action or to respond as appropriate.
Changes may occur in local political, fiscal and legal systems, which might adversely affect the ownership or operation of the Group’s interests including, inter alia, changes in exchange rates, currency, exchange control regulations, changes in government and in legislative, fiscal and regulatory regimes. The Group’s strategy has been formulated in light of the regulatory environment as at the latest practicable date prior to the publication of this Document and what are deemed to be probable future changes (though due regard should be given to the uncertainty in making predictions involving political governance risks).
Regional instability due to corruption, bribery and generally underdeveloped governance standards have the potential to impact the Group’s profitability in any region in which it operates and, as a result, the Company’s share value. These risks could have a materially adverse effect on the profitability, the ability to finance or, in extreme cases, the viability of the Group.
Natural resources sector participants are subject to current and planned legislation concerning the emission of carbon dioxide, methane, nitrous oxide and other “greenhouse gases”.
Non-compliance with current greenhouse gas laws or any future legislation could negatively affect the Company’s profitability. Future legislative actions intended to diminish the use of certain metals could also have an impact on the ability of the Group to market its product and/or the prices which it is able to obtain. These factors could have a materially adverse effect on the Company’s business, results of operations, financial condition or prospects.
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Commodity pricing and global supply and demand changes
Global supply and demand affects all commodity prices, including battery metals. Widespread trading activities by market participants seeking either to secure access to commodities or to hedge against commercial risks affect commodity prices as well. Changes in prices of cobalt, nickel, manganese, lithium and other technology metals and minerals give rise to price risk for the Group. Prices are subject to substantial fluctuations and cannot be accurately predicted. Commodity prices can also be cyclical. As an example, cobalt prices have in the past peaked at 95,250 USD/t (21 March 2018) and dropped to a low of 26,000 USD/t (30 July 2019).
In the event of a substantial global economic downturn, and if that downturn was to depress the global and/or local economies for the medium to long term, the Group’s ability to grow or sustain revenues in future years may be adversely affected. Depending on the severity of any such economic downturn, extractive operations may not remain economically viable.
Disadvantageous economic conditions can also limit the Company’s ability to predict revenues and costs which may affect the Group’s capability to conduct projects. These economic conditions can be impacted by government policy, for example, the timing of the ban on the sale of petrol and diesel fuelled vehicles.
Demand for battery metals such as cobalt and nickel will depend on the speed of adoption of battery technologies, principally in the automotive sector. It also assumes that nickel-cobalt cathode chemistry will remain the prevalent form in batteries and not be substituted by cobalt and nickel-free cathode material. There is no guarantee that the speed at which battery technologies are being adopted will be maintained or that nickel-cobalt cathode chemistry will remain the prevalent form. There is also the risk that battery metals demand might reduce as a result of the adoption of a different clean technology altogether such as hydrogen. Any reduction in demand for battery metals could materially and adversely affect the Group’s results of operations, financial condition and prospects.
The Company does not currently hedge its exposure to fluctuations in commodity prices.
Section 172 Statement
Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. They must make decisions in good faith that they believe will most likely promote the success of the group for the benefit of its shareholders. In making these decisions the Directors must consider, amongst other things:
| Likely long-term impact of their decisions | ||
| Interests of employees and the need to act fairly between members of the Group | ||
| The reputation of the Group with customers and suppliers | ||
| The community and environment in which the Group operates | ||
Key Stakeholders | How Technology Minerals engages | ||
Employees | The Company engages daily between all departments either in the office or using video conferencing. Regular business wide updates are given through a variety of channels with more formal updates via presentations around key events. | ||
Shareholders | As a listed business, the Company has a dedicated investor website with all key information and RNS updates. It also conducts regular presentations with investors, both institutional and retail around the time of key trading updates. Presentations are made available online for those who were unable to attend in-person. | ||
Suppliers | The Company has multiple processes to ensure ongoing assessment and onboarding of new suppliers. It works to maintain strong personal relationships at all levels within the business across all its supply chain and provides updates through regular meetings and communication. | ||
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Key Stakeholders | How Technology Minerals engages |
Partners | The Company maintains regular contact with its minerals exploration and recycling partners by providing updates through regular meetings, email, phone and other communications. |
Customers | The Company works with industry customers. It uses direct communication along with social platforms to provide updates about relevant news and developments. The Company regularly reviews any feedback to improve their experience and build relationships. |
The Board has demonstrated its commitment to the ongoing consideration for stakeholder interests through this report including in the Directors Report, Corporate Governance and ESG Report. The Board is responsible for maintaining adequate accounting records and seeks to ensure compliance with statutory and regulatory obligations. An explanation from the Directors about their responsibility for preparing the financial statements is on page 40 in the Statement of Director’s Responsibilities. The Company’s external auditors explain their responsibilities on pages 53 to 60.
Streamlined Energy and Carbon Reporting (“SECR”)
The Group has prepared its climate-related financial disclosures having regard to the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”). These disclosures are structured around the four TCFD pillars: Governance, Strategy, Risk Management, and Metrics and Targets.
The Group continues to develop its approach to climate-related reporting and has not yet undertaken detailed climate scenario analysis or established formal emissions reduction targets.
Governance
The Board has overall responsibility for oversight of climate-related risks and opportunities.
Climate-related matters are considered as part of the Board’s review of strategy, risk, and performance. Responsibility for monitoring energy consumption, emissions, and related operational matters is delegated to senior management.
The Board receives periodic updates on environmental performance, including SECR metrics where relevant.
Strategy
The Group recognises that climate change may give rise to both risks and opportunities, including:
| transition risks arising from regulatory developments, energy pricing, and stakeholder expectations; and | |
| operational considerations relating to energy consumption and efficiency. |
Given the nature and scale of the Group’s operations, exposure to physical climate risks is considered low. Transition risks are monitored as part of the Group’s ongoing operations.
The Group continues to monitor consumption, upgrade systems where appropriate, and promote staff awareness to reduce emissions.
The Group has not undertaken detailed climate scenario analysis during the year.
Risk Management
Climate-related risks are considered within the Group’s existing risk management processes.
Risks relating to energy costs and regulatory change are identified and assessed alongside other operational risks. Mitigation actions include monitoring energy usage and improving operational efficiency where practicable.
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Based on the current scale and nature of the Group’s activities, climate-related risks are not assessed as principal risks, but remain under review.
Metrics and Targets (including SECR)
Energy Source | Scope | Consumption (kWh) | Emissions (tCO₂e) | ||
2025 | 2024 | 2025 | 2024 | ||
Gas | 1 | 47,081 | 6,342 | 8.61 | 1.16 |
Electricity (location-based) | 2 | 239,910 | 106,876 | 42.46 | 22.13 |
Total | 1+2 | 286,991 | 113,219 | 51.07 | 23.29 |
Intensity Ratio (scopes 1 + 2) | 2025 | 2024 | |||
Revenue (£k) | 1,499 | 547 | |||
tCO₂e per £k revenue | 0.034 | 0.043 | |||
Methodology
Scope 1 and 2 consumption and CO2e emission data for the Group’s sites have been calculated in accordance with the conversion factors for the relevant years published by the UK government and in accordance with the Greenhouse Gas Protocol.
The organisational boundary is required to be based on either financial or operational control. The consolidation of the Group is based largely on the IFRS definition of control, rather than actual financial or operational control. For the purpose of this disclosure, the organisational boundary has been determined by financial control.
100% of the emissions of each group company of which the Company is deemed to have control and whose financial statements are consolidated in these financial statements, have been declared.
Scope 1 – Gas
The actual gas usage data is reported for the Group’s operating sites over the year, and multiplied by the natural gas emission factor (kWh gross CV basis), of 0.18296 (2024: 0.1829).
Scope 2 – Electricity (location-based)
The actual electricity usage data is analysed for the Group’s operating sites, and multiplied by the UK grid factor.
Scope 3 – Employee business travel
Employee business travel has been extremely limited during the two past financial years and its impact would not be material to the total environmental footprint of the Group.
The company continues to monitor consumption, upgrade systems, and promote staff awareness to reduce emissions.
Approved by the Board of Directors and signed on behalf of the Board by:
Robin Brundle
Chairman
27 March 2026
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Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their report and financial statements for the year ended 30 June 2025.
Principal Activities
Corporate Governance
As a business that promotes good compliance through all its activities, Technology Minerals is committed to strong and pragmatic corporate governance practices within its own operations. Good corporate governance creates shareholder value by improving performance while reducing or mitigating risks that the Group faces as the Board seeks to create sustainable growth over the medium to long term.
The Board is accountable to shareholders for the long-term success and the direction and supervision of the Company’s operations. It is the Chairperson’s role to lead the Board effectively and to oversee the adoption, delivery and communication of the Group’s corporate governance model.
The Company is not obliged to follow the UK Corporate Governance Code as published by the FRC; the Board has adopted the Quoted Companies Alliance Corporate Governance Code 2023 (the “QCA Code”) because it was decided that the QCA Code was more appropriate for the Company’s and Group’s size and stage of development. Further information about how the Company complies with the QCA Code is set out from page 26.
Board of Directors
The following Directors held office during the year ended 30 June 2025 and save as indicated below remained in office as at the date of this Annual Report.
Robin Brundle | Chairman |
Alex Stanbury James Cable Lester Kemp Wilson Robb (resigned 24 September 2024) | Chief Executive Officer Chief Financial Officer Chief Operating Officer Chief Technical Officer |
Philip Beard (resigned 13 September 2024) Nicholas Kounoupias Chang Oh Turkmani | Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director |
The Board is responsible for providing effective leadership to promote the long-term success of the Company and has overall responsibility for the Group. Its aim is to represent all stakeholders and to provide leadership and control in order to promote the successful growth and development of the business.
There is a formal list of matters reserved for the Board, that may only be amended by the Board.
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The key responsibilities of the Board include:
| setting the Company’s vision and strategy; | |
| ensuring the necessary financial and human resources are in place to support implementation of the strategy; | |
| maintaining the policy and decision-making process through which the strategy is implemented; | |
| providing entrepreneurial leadership within a framework of good governance and risk management; | |
| monitoring performance against key financial and non-financial indicators; | |
| responsibility for risk management and systems of internal control; and | |
| setting values and standards in corporate governance matters. |
The following directors held office at the date of this report:
Robin Brundle (Executive Chairman)
Robin is a successful senior executive with a proven track record of solving business problems, be they business growth, turnaround, change/strategic management or in an exit strategy.
A selection of previous successes to evidence this includes roles such as automotive lead on a US$1bn automotive investment to the UK from Asia, creator and pitcher for the Formula E global rights valued at $1bn, non-executive lead on the successful turnaround at the Queen Elizabeth Hospital Kings Lynn achieving Foundation Trust status.
A motivated professional, who is passionate about changing business methodology and who has an innovative approach to business. Robin has been the leading director on several multi-lateral government defence programmes that have been delivered ahead of schedule, under budget and within governance guidelines. In October 2025, Robin joined the UK Prime Minister Keir Starmer and a 125-strong business delegation on the Government's trade mission to India to strengthen bilateral trade and investment.
Robin is a resolute advocate of the circular economy as evidenced through several previous green initiatives in the automotive and motorsport sectors.
In his role as Chairman, Robin draws on these skills and experiences to provide leadership to the Board, ensuring it operates effectively, sets its agenda (together with the Company Secretary and input from other directors), and facilitates constructive discussion and decision-making.
Alexander Stanbury (Chief Executive Officer)
Alex is the founder of Technology Minerals Plc and co-founder of Recyclus Group Ltd. He has experience both as a corporate finance advisor advising companies in the natural resource and extractive industries; with hedge funds and investment firms; and more recently in leadership and operating roles at a number of minerals exploration companies.
Recent operating experience within the sector includes both in the US with Century Cobalt Corporation, a publicly traded Cobalt exploration company based in Century City, CA and prior to that in Sub-Saharan Africa with various entities including Raintree Mining Limited, developing both hard rock and alluvial gold assets and Sankuru River Diamonds, mining alluvial diamonds.
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In 2011, Alex founded HASS Advisors Limited, providing guidance regarding growth strategies, project finance, and raising capital through private equity firms and private placements for businesses operating predominantly in the Natural Resources sector. Alex’s prior corporate finance consultancy experience includes the origination and syndication of both private and public placements for companies within the Natural Resources sector for the boutique merchant bank, Prosdocimi Limited.
Earlier in his career, Alex served as Associate Director with the London-based investment bank Dawnay Day Corporate Finance Limited, where he specialised in equity capital markets, M&A, and providing financial advisory services including research, analysis and transaction structuring through to execution. Alex also gained hedge fund management experience through his time at the New York-based firm, Lindemann Capital Partners LLP, and received training from the New York Institute of Finance.
In his role as CEO, Alex is responsible for the day-to-day management of the Company, implementing the Board’s strategy, making operational decisions, and leading the executive team to achieve the objectives set by the Board.
Lester Kemp (Chief Operating Officer)
Lester oversees daily operations, ensuring efficient execution of the company's exploration strategy.
He holds a Bachelor’s degree from Portsmouth, a Master’s degree from the Royal School of Mines, University of London, a Battery MBA qualification from Battery Associates, and an MBA from the Open University.
With extensive experience in mineral exploration and leadership roles in resource companies and startups across Africa, Europe, and North America, he has also held Non-Executive Directorships in responsible mining consulting and biotechnology companies.
James Cable (Chief Financial Officer)
James has over 45 years of financial experience across several industries, including 11 years with Mobil Oil and more than 20 years in the mining sector. After working for a mining capital house where he provided financial advice and evaluated investments in copper, gold, diamonds and silver, in 2006 James was appointed Finance Director of Arian Silver Corporation, which was admitted to trading on AIM that year, before becoming a Non-Executive Director in 2009. He was also Finance Director of AIM listed Kopane Diamond Developments Plc, from 2005 until it was taken over by Firestone Diamonds Plc in 2010, and of Mantle Diamonds Limited, from 2011 until it was acquired by ASX listed Kimberley Diamonds Limited in 2013.
James started his career with a former incarnation of Ernst & Young and is a Fellow of the Institute of Chartered Accountants in England and Wales.
As CFO, James is responsible for managing the Company’s financial strategy, planning, reporting and capital allocation to support board decision-making.
Chang Oh Turkmani (Non-Executive Director)
Chang is a respected, multilingual businesswoman with extensive experience in the import and export of industrial commodities, as well as the mining, manufacturing, construction, energy trading, shipping, environmental remediation, renewable energy, and investment advisory industries. She is a qualified lawyer in the US, having specialised in International Trade, Cross-Border Negotiation, Due Diligence, and Dispute Resolution.
She is currently Managing Director and Principal of The Mega Company, based in Washington, DC, a role she has held since 1990. The Mega Company is a private American development company and import and export business that principally deals with mineral raw materials and goods including: iron
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ore, coking coal, rock phosphate and cement. She also has a senior leadership role at American Construction Technologies, based in Bucharest, Romania, having been appointed in 2003, where she is responsible for the development, construction and management of one of the largest US developments in the highly specialised field of temperature-controlled warehouses and logistics. Other leadership roles include Managing Director at CDM Global, also based in Bucharest, which is an environmental remediation and industrial waste management, environmental due diligence, permitting and impact assessment business and Crest Energy, which is in the wholesale trading of electricity in Romania.
Originally qualifying as a lawyer with Dow, Lohnes & Albertson, Chang moved to work for Patton, Boggs & Blow in Washington, DC. Since 2003, she has been Adjunct Professor of Law at Georgetown University Law Center, in Washington, DC., where she has taught Pre-negotiation Strategies for Cross-border transactions. Chang received a U.S. Presidential Appointment to be a Board member on the National Cancer Advisory Board; she is a Board member of the American Romanian Business Council and a Board Member and Finance Chair of Alianta, a U.S. non-profit organisation working to strengthen the cultural, economic, and security ties between the United States and Romania.
As a Non-Executive Director, Chang provides the executive team with oversight and challenge, and draws on her wealth of experience to provide advice in respect of the Company’s activities.
Nicholas Kounoupias (Non-Executive Director)
Nick Kounoupias qualified as a solicitor in 1988 and has always specialised in intellectual property law (“IP”). Nick practices across all areas of IP and has worked in almost all sectors that are underpinned by IP laws in particular the music, film, branded goods, pharmaceutical, computer software and design sectors. Nick has held senior positions in all of these sectors and between 1992 and 2008 ran the music industry’s anti-piracy unit. He was also previously a director of the Anti-Counterfeiting Group, a founder and former vice-chairman of the Alliance for IP, General Counsel of the Asian Media Group, and is currently Chief Counsel for Anti-Copying in Design (ACID) and Partner and Head of IP at the Cyprus-based international law firm, Michael Kyprianou LLC. In 2016, Nick established his own IP consultancy, Kounoupias IP Limited, to help businesses identify, manage and protect their IP.
Nick is a well-known name and thought leader internationally in the field of IP and in addition to providing regular training, has successfully lobbied for and drafted changes to the UK copyright and design laws. In June 2021, he was voted UK IP Champion for 2020 – 2021 by his industry peers.
In his role as Independent Non-Executive Director, Nick provides independent oversight, and challenges the Board where appropriate. He helps to ensure the board makes balanced and objective decisions in the setting and pursuit of its strategy.
Board Diversity
The Board is mindful of the value of diversity of all types, including not only gender, sexuality, and ethnicity, but also socio-demographic background and neurodiversity.
The Company has not fully met the diversity targets set out in UKLR 22.2.30 in relation to the proportion of the Board comprised of women and the requirement for one of the relevant senior Board positions to be held by a woman. As the Company remains at an early stage of development, Board appointments to date have been made primarily with regard to the skills and experience available. The Board will continue to have due regard to these factors when considering future Board recruitment.
The following tables are disclosed in accordance with the requirements of LR 22.2.30, and is as at 30 June 2025. The prescribed form of the disclosure below defines the senior positions on the Board as being the CEO, CFO, SID and Chair. For the purpose of disclosure in the tables below, Executive Management is deemed to comprise each of the executive directors.
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Number of board members | Percentage of the board | Number of senior positions on the board (CEO, CFO, SID and Chair) | Number in executive management | Percentage of executive management | |
Men | 5 | 83.3% | 3 | 4 | 100% |
Women | 1 | 16.7% | - | - | - |
Other categories | - | - | - | - | - |
Not specified/prefer not to say | - | - | - | - | - |
Number of board members | Percentage of the board | Number of senior positions on the board (CEO, CFO, SID and Chair) | Number in executive management | Percentage of executive management | |
White British or other White (including minority-white groups) | 5 | 83.3% | 3 | 4 | 100% |
Mixed/Multiple Ethnic Groups | - | - | - | - | - |
Asian/Asian British | 1 | 16.7% | - | - | - |
Black/ African/ Caribbean/ Black British | - | - | - | - | - |
Other ethnic group, including Arab | - | - | - | - | - |
Not specified/ prefer not to say | - | - | - | - | - |
In accordance with LR 22.2.30 the approach to collecting the data forming the basis of the gender and ethnic diversity of the Board and executive management was consistent across each individual in relation to whom data was reported. Board members were provided with a standard form questionnaire on a strictly confidential and voluntary basis to allow the individual to self-report on their gender and ethnicity (or to specify that they do not wish to report such data). The questionnaire was fully aligned to the definitions set out in the UK Listing Rules, with individuals asked to specify their gender identity and ethnicity in accordance with the categories as set out in the tables above.
Board Committees
The Board had delegated and empowered three Committees: an Audit Committee, a Remuneration Committee, and a Nomination Committee. Each Committee had written terms of reference set by the Board, which were reviewed annually. Membership of each Committee was determined by the Board on the recommendation of the Nomination Committee. Each Committee Chair reported to the Board on the activities considered and determined by the relevant Committee.
A summary of the Committees’ responsibilities and their work during the year can be found in the
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reports from the Committees appearing later in this Report.
The Committees were entitled to engage specific advisors as required to discharge their duties.
In light of the reduction in size of the Board, it was determined during September 2024, to dissolve the Audit, Nomination and Remuneration committees, and to reabsorb the responsibilities previously delegated, within the remit of the Board.
The Board will re-establish committees in accordance with corporate governance best practice at such time as the Board is of sufficient size and composition for the committees to operate effectively in the discharge of their duties.
Re-election of Directors
The Articles of Association require that directors be put forward for re-election not less than every three years.
The composition of the Board of the Directors in relation to diversity is set out in the Nominations Activities Report on page 51.
QCA Code Compliance
The narrative below sets out in broad terms how the Group complies with the QCA Code 2023.
Principle 1: Establish a purpose, strategy and business model which promotes long-term value for shareholders
The Group recognises its responsibility to promote its success for the benefit of its stakeholders and understands that the business has a responsibility towards its shareholders, employees, partners, customers, suppliers and to the local community. The Board is also conscious that the tone and culture that it sets will impact all aspects of the Group and the way employees behave and operate. The importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Company has close on-going relationships with a broad range of its stakeholders, monitors feedback from them, and uses this to develop future policy.
The Company’s purpose, business model and strategy, are outlined within the Strategic Report, and are further described within the Chairman’s and CEO’s Reports on pages 4 and 6 respectively, including an explanation of the key challenges to their execution. The Strategic Report also includes an overview of the steps the Board has taken to mitigate these risks and secure a long-term future for the Company.
The Board ensures that the Company’s purpose drives decision-making across strategy, capital allocation, and remuneration wherever appropriate, commensurate with the stage of development at which the Company and its wider group is at.
The Board meets regularly to review and approve the strategy for the Group. The strategic plan and business model are reviewed by the Board on an ongoing basis with relevant operational and management updates being reported to demonstrate delivery and progress. Decisions of the Board are made in line with the strategic plan and business model for the Group. Further details of the Group’s strategy can be found in the Strategic Report.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Board ensures ethical values and behaviours are recognised and respected, promoting a strong culture of supporting our core values. These values are modelled by the directors and are incorporated into the Group’s policies which the Board regularly reviews and updates.
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The Board recognises that the decisions it takes regarding strategy, risk, and governance set the tone for the corporate culture across the Company and the wider Group. The Board’s approach to culture is designed to support long-term value creation for shareholders, encourage open dialogue with stakeholders, and ensure that employees are guided by sound ethical values in their decision-making and conduct.
The Company fosters an open culture that encourages feedback, constructive challenge, and effective communication. Given the Company’s current size and small employee base, many of the formal monitoring processes used by larger organisations are not currently applied; however, as the Company grows, proportionate processes will be introduced and enhanced to embed ethical values and behaviours consistently across all levels of the organisation.
The Board leads by example, making decisions that balance the interests of shareholders, employees, clients, and other stakeholders. The Company’s culture is underpinned by a clear set of values that guide decision-making, and the Board is committed to articulating and demonstrating these values more clearly as the Company matures.
Responsible business practice is fully integrated into the management of the Company’s operations, and the consistent application of these practices supports operational excellence and the delivery of sustainable growth and profitability. The Company maintains a zero-tolerance attitude towards bribery and corruption.
The Board has adopted a share dealing code for directors and senior staff, in line with the requirements of the London Stock Exchange and UK Market Abuse Regulation (MAR). Under the code:
● | directors and senior staff must obtain prior written clearance before dealing in the Company’s securities; | |
● | dealings in the 30 days preceding the announcement of half-yearly or annual results are prohibited; | |
● | all dealings in the Company’s securities must be reported immediately. |
All material contracts are reviewed and signed by a senior director and, where appropriate, by external counsel to ensure compliance with ethical and governance standards.
The Board will continue to monitor and review the Company’s culture and ethical practices, ensuring they remain aligned with the QCA Code’s expectations and the long-term success of the Group.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining open, transparent, and regular dialogue with shareholders to ensure that the Company’s strategy, business model, and performance are clearly understood. Equally, the Board seeks to understand shareholder views and expectations, recognising that effective two-way communication supports the long-term success of the business.
The Chairman, supported by the Company’s financial PR advisers, acts as the principal liaison with shareholders and ensures that feedback is reported to the Board. Other directors also engage directly with shareholders through institutional and retail investor roadshows, presentations at conferences, meetings with independent analysts and financial journalists, and through the Company’s regular financial reporting.
The Annual General Meeting (AGM) provides shareholders with the opportunity to meet the Board, ask questions, and discuss Company performance and strategy. The Notice of AGM is sent to shareholders at least 21 clear days in advance, and the chairs of the Board and Committees, together with all Directors, are expected to attend and be available for questions. AGM results, including proxy votes for, against, and withheld on each resolution, are published on the Company’s website. Where
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there is significant dissent, the Board seeks to understand the reasons and takes these into account in its ongoing dialogue.
The Company also maintains regular investor outreach through roadshows, campaigns, and digital channels, including its website and social media (X, formerly Twitter). The Investor Relations section of the website is kept up to date with presentations, results announcements, and other key information for shareholders.
Recent shareholder feedback has highlighted strong interest in the Company’s investment in Recyclus Group and its recycling strategy, while also emphasising the importance of progress on the Company’s exploration assets. The Board shares this dual focus and is committed to updating shareholders on developments, while balancing transparency with regulatory obligations and commercial sensitivities.
The Board also acknowledges that investors increasingly expect transparency on environmental and social matters. While the Company does not currently publish quantitative metrics on these areas, the Board continues to review the feasibility of introducing proportionate measures in future reporting cycles that would provide value to shareholders.
Principle 4: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The long-term success of the Company relies on constructive relationships with a broad range of stakeholders, including employees, regulators, local communities, contractors, suppliers, and business partners. The Board ensures that these relationships and other key resources are identified, monitored, and considered in decision-making where they are relevant to the success of the business.
Key resources and relationships are identified as part of the Group’s risk management process (further described in respect of QCA Code Principle 5, below). This process considers operational, regulatory, financial, human, and social/environmental factors, ensuring the Board is aware of the resources and relationships critical to achieving strategic objectives.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
Risk appetite
The Board adopts a clear and differentiated approach to risk. It accepts a higher level of risk in relation to early-stage and higher-risk minerals exploration projects where the potential for value creation is commensurate, provided such risks are properly identified, assessed and mitigated. In contrast, the Company maintains a low tolerance for risks associated with legal and regulatory compliance, financial reporting integrity, and governance standards.
Embedding Risk Management and Internal Controls
During the year, the Company dissolved its Audit Committee, consolidating responsibility for risk management and internal controls within the full Board. This reflects the Board’s commitment to applying governance arrangements that are proportionate to the size and complexity of the business, with an emphasis on substance over form. The Board believes this approach ensures effective and efficient oversight.
Risk considerations are embedded into the Company’s investment appraisal processes, both in respect of existing subsidiaries and potential new opportunities. Where necessary, the Board draws on external expert advice. Key performance and risk indicators are monitored, and both principal and emerging risks are regularly reviewed to ensure they remain within the Board’s stated appetite.
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Assurance and oversight
The Board receives regular management reports on key risk areas, supported by the Group’s risk registers, to obtain assurance over the effectiveness of risk management and internal controls. Independent assurance is commissioned in specialist areas such as legal, technical, or environmental matters where additional oversight is appropriate.
Internal Controls
The Board is ultimately responsible for the Group’s systems of internal control and for reviewing its effectiveness throughout the year. The systems are designed to manage rather than eliminate risk of the failure to achieve the Group’s strategic objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board monitors financial controls through the setting and approval of an annual budget and the regular review of the monthly management accounts. Management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in the financial statements.
Key elements of the internal control system are described below:
● | clearly defined management structure and delegation of authority to Board Committees and the Executive Management Committee; | |
● | high recruitment standards to ensure integrity and competence of staff; | |
● | regular and comprehensive information provided to management, covering financial and non-financial performance indicators; | |
● | a detailed budgeting process for the coming year for Board approval; | |
● | monthly monitoring and re-forecasting of annual and half-yearly results against budget, with major variances followed up and management action taken where appropriate; | |
● | procedures for the approval of capital expenditure and investments; and | |
● | regular review and updating of the Group risk register including the implementation of mitigating actions. |
The Board has conducted its annual review of the effectiveness of the system of internal control based on a review of significant risks identified, external audits and reports from management and concluded that the system of internal control is adequate given the stage of the Group’s development.
Climate-Related Risks and Opportunities
The Board recognises climate change as both a strategic risk and an opportunity for both the minerals and recycling sectors. Environmental impact sits at the heart of the Company’s strategy, which seeks to contribute to a circular economy, from the early discovery of metals through their development and potential extraction, and ultimately, to their reuse or recycling.
Exploration project development incorporates climate-related considerations, including energy usage, water management, carbon footprint, and potential environmental impact. These factors are embedded within the Company’s broader risk management framework and are actively monitored as part of investment and operational decision-making.
The energy use within the recycling of batteries and minerals has so far been more impactful to the Group and, following the consolidation of Recyclus, the emissions of the Group are now declared on page 19.
The Board is pleased to note the reduction in Co2 emissions per £k revenue from 2024 to 2025 of approximately 21%.
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Auditor independence
The Board (or where applicable, the Audit Committee) considers the independence and objectivity of the external auditor, including the level of non-audit services provided (of which there are none), the rotation of audit partners, and the overall effectiveness of the audit process. The Board remains satisfied that auditor independence has been maintained.
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for: overall Group strategy; approval of major investments; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the annual budgets and their performance in relation to those budgets. There is a clear division of responsibility at the head of the Company. The Chairperson is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction.
As at 30 June 2025, the Board comprised four executive directors (including the Chair), and two non-executive directors, of which one was deemed independent. Biographical information about each director is set out within the Directors Report from page 21.
As at 30 June 2025, the Board was satisfied that it currently has an adequate balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to exercise independent judgement and to challenge all matters, whether strategic or operational, and the Board is supported by an experienced Company Secretary who has broad experience administering public companies, including within the battery metals supply chain. The Chairperson will ordinarily hold review meetings with each Director to ensure they are performing as they are required.
In addition, the Board was satisfied that it had an appropriate balance of skills and experience to enable the effective running of the business.
During a normal financial year it is expected that at least four formal Board meetings will take place. Each Board member is expected to dedicate sufficient time to the business of the Company as may be necessary to fulfil their duties. In the case of independent Non-Executive Directors, the expected time commitment is a minimum of three days per month; a maximum commitment is not defined and is determined by the particular needs of the business and the skillset of the relevant Director at such time.
During the year ended 30 June 2025, the Board met significantly more frequently than in normal years, which is reflective of the pace of change within its business during the period.
Director’s attendance at board meetings during the year ended 30 June 2025 was as follows:
Board Meetings | ||
Robin Brundle | 23/23 | |
Alex Stanbury | 23/23 | |
James Cable | 23/23 | |
Lester Kemp | 22/23 | |
Wilson Robb (resigned 24 September 2024) | 5/7 | |
Philip Beard (resigned 13 September 2024) | 6/6 | |
Nicholas Kounoupias | 23/23 | |
Chang Oh Turkmani | 22/23 |
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In addition to the full, scheduled board and committee meetings, the Directors routinely meet during the intervening periods, and pass resolutions in writing, as appropriate.
The Nomination Committee did not formally meet during the year ended 30 June 2025 and was dissolved in September 2024; its duties were absorbed by the Board as a whole.
The Board considered the other time commitments of the Non-Executive Directors when appointing them.
All Directors receive regular and timely information on the Company’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.
Details of the number of meetings of the Board and its committees held during the year, together with the attendance record of each Director, are set out on page 30.
Key Board activities in the coming year will include reviewing the progress of the Group’s commercial development and careful monitoring of the Group’s investment plans following the fund raise. In addition, the Board will:
● | consider the Company’s financial and non-financial policies; | |
● | discuss strategic priorities; | |
● | discuss the Company’s capital structure and financial strategy, including capital investments and shareholder returns; | |
● | discuss internal governance processes; | |
● | review the Company’s risk profile; | |
● | review feedback from shareholders post full and half year results; and | |
● | monitor ESG, diversity and culture. |
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests must be reported to and, where appropriate, agreed with the rest of the Board.
All Directors are encouraged to attend update sessions to ensure that they are kept abreast of changes to regulatory codes and best practices. In addition, when appropriate, Board meeting agendas include updates from advisors on changes in regulations or requirements that are specifically pertinent to the Group. Director training requirements are considered as part of the Board Performance Review process.
The Board makes decisions regarding the appointment and removal of Directors and there is a formal, rigorous, and transparent procedure for appointments. The Company’s Articles of Association require that:
● | any new Directors appointed during the year must stand for election at the AGM immediately following their appointment; and | |
● | each Director shall retire not later than at the third AGM following the AGM at which they were elected or last re-elected. |
All Directors can take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense and with prior agreement from the Board.
The Company has engagement letters in place with such corporate advisers as are customary for public companies, including auditors, brokers, corporate finance advisers, financial PR consultants,
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and solicitors. These advisers make their services available to the Board or its committees as required from time to time.
In addition, the Directors have direct access to, and are encouraged to utilise, the advice and services of the Company Secretary.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board is committed to, and ultimately responsible for, high standards of corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expect these to evolve this over time, in line with the Company’s growth and activities. The Board delegates responsibilities to Committees and individuals as it sees fit, but keeps such delegations under review and makes changes as appropriate. During the year ended 30 June 2025, the Nominations & Remuneration, and Audit Committee were each dissolved, as their continuing existence was no longer deemed to be adding value to the Group’s corporate governance; this position will be kept under review.
Division of Responsibilities
As at 30 June 2025, the Board comprised four Executive Directors and two Non-Executive Directors, of whom one is deemed independent. The Board is supported by an experienced Company Secretary and each director has access to independent professional advice.
The responsibilities of both the Chairman and CEO are clearly defined and understood:
● | The Chairman, Robin Brundle, has primary responsibility for leading the Board, facilitating the effective contribution of all directors and ensuring that it operates effectively and with integrity, Technology Minerals Plc with the right dynamic, in the interests of the shareholders. In addition, he maintains a strong focus on governance to ensure good practice is embedded in the day-to-day operations with good flows in communication and reporting. He maintains a regular dialogue with the CEO to ensure the business receives the support from the Board necessary to progress the strategy. The Chairman also meets with the Non-Executive Directors as required. Shareholders have an opportunity to engage with the Chairman and the Board at the Company’s AGM. | |
● | The CEO, Alex Stanbury, is responsible for the day-to-day running of the business, which includes implementation of the strategy. Relevant matters are reported to the Board by the CEO. |
The role of the Non-Executive Directors is to:
● | provide oversight and scrutiny of the performance of the Executive Directors; | |
● | constructively challenge to help develop and execute on the agreed strategy; | |
● | satisfy themselves as to the integrity of the financial reporting systems and the information they provide; | |
● | satisfy themselves as to the robustness of the internal controls; | |
● | ensure that the systems of risk management are robust and defensible; and | |
● | review corporate performance and the reporting of performance to shareholders. |
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The Chairman and CEO are currently the key contacts for shareholder liaison and can be contacted by emailing info@technologyminerals.co.uk or contacting the Company’s Financial PR advisers, Gracechurch Group, on 020 4582 3500.
Executive Directors are responsible for the general day-to-day running of the business and developing corporate strategy.
The CEO has, through powers delegated by the Board, the responsibility for the development of strategy and leadership of the management team in the execution of the Group’s strategies and policies as approved by the Board; the COO is responsible for the day-to-day management of the business, and the CFO is responsible for advising in respect of the financial condition, outlook, and requirements of the business. The Non-Executive Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.
All Directors participate in the key areas of decision-making, including the following matters:
- | Strategy |
- | Investment Decisions |
- | Budgets |
- | Performance |
- | Major Capital Expenditure |
- | Corporate Actions |
Oversight of all matters relating financial reporting, internal controls and risk management, and compliance is currently reserved for the Board, following the dissolution of the Audit Committee during the year ended 30 June 2025.
Matters relating to remuneration are also reserved to the Board following the dissolution of the Remuneration Committee during the year ended 30 June 2025.
The Chairman and the Board continue to monitor and evolve the Company’s corporate governance structures and processes; these will evolve over time, in line with the Company’s growth and development, and in particular, following the appointment of one of more additional Independent Non-Executive Directors, however, the Company believes that the current balance of skills in the Board as a whole reflects a very broad range of personal, commercial and professional skills, and notes in particular, the range of legal, financial, managerial and mining operations, skills. The Non-Executive Directors maintain ongoing communications with Executives between formal Board meetings.
The Board has appointed an experienced and qualified Company Secretary to help Technology Minerals comply with all applicable rules, regulations and obligations governing its operation. The Company can also draw on the advice of its solicitors, auditors, or other external advisers should it be required. In addition, the directors are entitled to take independent legal advice, the cost of which will be reimbursed by the Company subject to Board approval.
Board Induction, Training and Development
All directors are expected to keep their skillsets up to date. The seniority of the individuals is such that they are expected to identify any training gaps they may have. This is supplemented by the Board performance review, through which additional training recommendations may be identified and where such opportunities for additional training are identified, the Company will provide the necessary resources.
When appointed, new Directors are provided with a full and tailored induction in order to introduce them to the business and management of the Group. Throughout their tenure, Directors are given access to the Group’s operations and personnel, and receive updates on relevant issues as
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appropriate, taking into account their individual qualifications and experience. This allows the Directors to function effectively with appropriate knowledge of the Group.
As at 30 June 2025, the Board was satisfied that each Director has sufficient time to devote to discharging his responsibilities as a Director of the Company.
Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
During the year ended 30 June 2024, the Board conducted a formal, internal assessment of its own effectiveness, with qualitative and quantitative scores which were analysed and considered by the Board.
The Chair has subsequently undertaken an annual internal review of the Board and individual Directors and where appropriate, has discussed feedback with directors. This process offers directors an opportunity to discuss their contribution in terms of their skills and experience, as well as identifying improvements or developments to enhance the capabilities of the Board as a whole. Further details of the Board Performance Review undertaken prior to the date of this report are set out in this Corporate Governance Report.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture
The Company’s Remuneration Policy is described within the Directors’ Remuneration Report which commences on page 42.
The Board meets at least four times each year at quarterly intervals. These meetings may be supplemented by additional meetings as and when required. In addition, Non-Executive Directors are invited to attend monthly update calls with the Executive Directors.
The Board and its committees receive appropriate and timely information prior to each meeting. A formal agenda is produced for each meeting and Board and Committee papers are distributed at least two days before meetings take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Company maintains regular and transparent communication with shareholders through the Annual Report and Accounts, full-year and half-year announcements, RNS releases, the Annual General Meeting (AGM), and meetings with existing or potential investors. All regulatory announcements, presentations, and other corporate information are also made available on the Company’s website, ensuring accessibility for shareholders, investors, and the wider public.
The Board receives regular updates on shareholder views via briefings and reports from the CEO and the Company’s broker. Institutional investors are engaged through periodic management briefings, while analysts’ notes and brokers’ reports are reviewed to gain a broad understanding of general market sentiment. The Board and its Committees recognise their responsibilities to shareholders and other stakeholders and actively consider their feedback in strategic decision-making.
A list of the Company’s significant shareholders is set out below and is maintained and updated on the Company’s website, and is updated following formal notifications of shareholding changes.
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The Company also maintains regular communication with other stakeholders, including employees, customers, suppliers, and regulators, to understand their needs and concerns, which are taken into account in the Board’s decisions and operational activities.
Significant Shareholdings
As at 22 March 2026 the Company has been notified in accordance with Disclosure Guidance & Transparency Rule 5 (“DTR 5”), of the following beneficial significant shareholdings of 3% or more in the company's existing issued share capital:
Name | Shareholding (2) | |
Century Cobalt Limited(1) | 6.72% | |
Michael Marks-Thomson | 4.88% | |
Atlas Special Opportunities II, LLC | 4.77% | |
Keval Patel | 4.77% |
(1) Century Cobalt Limited is a wholly-owned subsidiary of Century Cobalt Corp in which Alex Stanbury holds 23.47% of the common stock and Lester Kemp holds 0.77% of the common stock. Alex Stanbury controls Century Cobalt Limited.
(2) Note that percentages are stated as at the date the Company was notified.
As at 22 March 2026 , the registered holders of 3% or more of the Ordinary shares in the capital of the Company were as set out in the table below. The beneficial significant shareholders as disclosed in the table above may hold shares in one or more of the accounts set out below, and may also have holdings in other registered accounts below the reporting threshold:
Name | Number of Shares | Shareholding |
Hargreaves Lansdown (Nominees) Limited HLNOM a/c | 279,066,674 | 8.88% |
Interactive Investor Services Nominees Limited SMKTNOMS a/c | 235,583,680 | 7.49% |
Pershing Nominees Limited XCCLT a/c | 212,063,109 | 6.74% |
Hargreaves Lansdown (Nominees) Limited 15942 a/c | 188,743,638 | 6.00% |
Winterflood Client Nominees Limited FIDGROSS a/c | 173,518,871 | 5.52% |
Barnard Nominees LTD OBADV a/c | 168,818,748 | 5.37% |
Freetrade Nominees Limited FTPOOL a/c | 167,219,333 | 5.32% |
Vidacos Nominees Limited FGN a/c | 161,462,186 | 5.13% |
Hargreaves Lansdown (Nominees) Limited VRA a/c | 157,809,166 | 5.02% |
Vidacos Nominees Limited IGUKCLT a/c | 146,003,481 | 4.64% |
Interactive Investor Services Nominees Limited SMKTISAS a/c | 140,060,226 | 4.45% |
Barclays Direct Investing Nominees Limited CLIENT1 a/c | 131,850,703 | 4.19% |
Interactive Brokers LLC IBLLC2 a/c | 130,721,800 | 4.16% |
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Directors’ Interests
Details of the interests in the Shares of the Company of the Directors holding office as at the date of this report, and their immediate families, appear in the Remuneration Report on page 42.
Details of the Directors’ service contracts and letters of appointment appear in the Remuneration Report on page 42.
Robin Brundle and Alex Stanbury are both shareholders in Recyclus Group Limited, and Lester Kemp holds options over shares in Recyclus Group Limited. Messrs Brundle, Stanbury and Kemp do not participate in decisions relating to Recyclus Group Limited. Although decisions taken by the Company’s Board are the preserve of directors who are independent of Recyclus Group Limited only, and Technology Minerals plc interest is less than 50% , as mentioned elsewhere in the report, the Company is considered to control Recyclus Group Limited.
As at 30 June 2025, Century Cobalt Limited held 421,746,213 Ordinary shares in the Company, which comprised 26.20% of the Company’s issued share capital at that time. Century Cobalt Limited is a wholly-owned subsidiary of Century Cobalt Corp in which Alex Stanbury holds 23.47% of the common stock and Lester Kemp holds 0.77% of the common stock. Alex Stanbury controls Century Cobalt Limited.
As at 30 June 2025, procedures for dealing with Directors’ conflicts of interest were in place and were operating effectively.
Directors Insurance and Indemnities
The Company maintains liability insurance for its Directors and Officers.
Review of Business and Dividends
The Strategic Report is set out from page 4 and the Consolidated Statement of Comprehensive Income for the year is set out on page 64.
The Board will not propose a dividend for the period.
Risks and Uncertainties
The Group has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors and the Audit Committee, working through the business leadership team. The Group’s principal risks and uncertainties are set out in the Strategic Report commencing on page 4.
Financial Risk Management
The successful management of risk is essential to enable the Group to achieve its objectives. The ultimate responsibility for risk management rests with the Directors who evaluate the Company’s risk appetite and formulates policies for identifying and managing such risks. There are a number of financial risks that could potentially impact the activities of the Group and these include, but are not limited to, the following: price risk, credit risk, foreign currency risk, liquidity risk, etc. The Group’s objective in managing such risks is the creation and protection of shareholder value. In order to manage and mitigate such risks, the Group employs a number of risk management tools in its day-to-day operation.
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Going Concern
In March 2024, the Company entered into a Convertible Bond Facility with Atlas Capital in the total amount of £5.5 million, of which £2.5 million was drawn down at the year end and of this, as at 30 June 2025, £0.5 million had been converted into Ordinary shares in the Company. As at the date of this report, £0.7 million had been converted into Ordinary shares in the Company.
On 15 January 2026, under a funding agreement with Fortified Securities Ltd, the Company announced that it had raised £350,000 before expenses by the issue of 350 million shares at £0.001 per share. Each subscription share will be issued with one warrant attached, exercisable at the Placing Price and with a term of 60 months.
In accordance with this agreement, the Company and Fortified Securities Ltd are seeking to raise a further minimum funding of £3 million, with a target of £4 million, in a share placing in which regard the Company is proposing to issue a prospectus, which is at an advanced stage with the FCA, to provide authority for it to issue new shares in respect of loan conversions as well as for additional funding. Should less than the target funding be achieved, the Company has identified discretionary expenditures which can be deferred or cancelled.
The Company further announced that it and Fortified Securities Ltd have successfully agreed settlement terms with Jonathan Swann (“Swann”) and Atlas Special Opportunities II, LLC (“ACM”) in respect of their convertible instruments, whereby:
• | Swann’s settlement of £3.3 million is settled by £0.5m in cash, up to £2.5m (or 24.99% of the Company’s enlarged share capital) in shares, and the balance as a 24-month secured term loan at 8%, with no conversion rights. | |
• | ACM settlement of £1.7 million is settled by £1.5m in cash and £0.2m in shares under the proposed placing. |
The Company has made loans to Recyclus for that group’s development phase and owns 48.35% in equity and believes that cashflows generated in Recyclus will enable repayments to be made from time to time. Recyclus is seeking separate funding for further development and recently received £1.1 million under a loan facility.
In the opinion of the Directors, based on the Group’s financial projections, they have satisfied themselves that the business is a going concern due to their reasonable expectation that the Group has or will be able to access adequate resources from its proposed prospectus minimum amount and further share placements to continue in operational existence for the foreseeable future and therefore the accounts are prepared on a going concern basis.
As included in Note 2 to the Financial Statements, the auditors have made reference to going concern by way of a material uncertainty within their audit report. The Directors have a reasonable expectation that the Group’s and the Company’s cash resources will be adequate to enable them to meet their planned expenditure for at least 12 months from the date of approval of these consolidated financial statements. In determining this expectation, the Directors have considered their ability to raise additional funds should they be required.
Although the Directors have been successful in raising finance in the past, no assurance can be given that funding will be available when it is required in future, or that it will be available on acceptable terms. In view of the foregoing, the Directors consider that a material uncertainty exists as to the Group’s and the Company’s ability to continue as a going concern.
Having carefully considered the foregoing, the Directors nonetheless maintain their reasonable expectation that the Group and the Company will be able to meet its planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and the consolidated financial statement have therefore been prepared on a going concern basis.
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Charitable and political donations
During the year, the Company made no charitable or political donations (2024: £nil).
Research and Development
As explained in the Strategic Report, the Company, particularly through its investment in Recyclus and the partnership between universities and Recyclus, has an interest in research and development in respect of battery technologies and chemistries.
Through its subsidiaries, the Group systematically carries out research into the mineralogy and metallurgy of its mineral exploration projects, developing geophysical models with a view to creating economic supplies of metals which are currently essential for the production of batteries. Such expenses are intended to be capitalised in accordance with the Company’s accounting policies from time to time.
Post Balance Events
Post balance sheet events are detailed in note 37 to these financial statements.
Climate Related Financial Disclosures
The Company provides certain disclosures under the framework recommended by the Task Force on Climate Related Disclosures (TCFD); this framework is designed to help investors and wider stakeholders understand how companies manage their climate related financial risks.
Battery minerals mining and exploration can play a vital part in the economic and social development of many emerging or developing economies. Cameroon and other locations where the Company holds assets are no exception in this regard; these countries are likely to be vulnerable to the disruptive and potentially destructive impacts from climate change and extreme weather events. Cameroon currently has operating mines and a number of junior exploration businesses actively engaged in mineral exploration. There is therefore a likelihood, even expectation, of new discoveries and hence additional mines coming into production in Cameroon in the near future. The Group, which currently is in the exploration phase, is improving its awareness of climate related risks and physical impacts and implementing better plans to prepare for and adapt to these risks.
Climate change risks and impacts on gold exploration in Cameroon, USA and Spain
There is a wide range of factors that influence the adaption and resilience to climate change in battery metals mining and exploration. However, at the prospecting or exploration level, the main risks to our operations are physical factors manifested in acute impacts (severe and short-term) and chronic impacts (long-term, gradual change). Acute physical risk can be in the form of extreme weather and weather-related events such as excessive rainfall (during the wet season) or wildfires (during the dry season in Idaho, USA for example) while chronic impacts refer to enduring changes and shifts in, for example, air and land temperatures. Since our exploration activities are focused within the interior of the countries in which we explore, coastal and sea level impacts are negligible. However extreme weather conditions may pose challenges to access to site and lead to delays in exploration activities.
Battery mineral exploration activities
The nature of our work involves the collection and analysis of samples of various materials, ranging from rocks and earth (soils) to stream sediments in our search for anomalous quantities of minerals in the natural geological environment. These samples are small amounting to a few kilograms of material and are collected by teams of geologists (comprising 2 to 3 individuals). Remote-sensing exploration techniques, including geophysics, are practised occasionally, while drilling of small
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diameter holes (to depths of approximately 100 to 150m) into the bedrock is also carried out once anomalies have been identified from the sampling programmes. Trenches and pits may be periodically excavated, and material sampled. These mobile exploration activities are conducted from temporary, often tented, camps and bases with special attention to the maintaining of cordial and sound relations with our host communities in the various villages impacted by our presence. Rehabilitation of these sites after work activities would be normal practice.
Battery recycling activities
The group obtains used batteries from sources in the UK although it may acquire this feedstock from overseas. This material is then processed through the Group’s plant in Wolverhampton and constituent materials recovered for sale, including the export of black mass. The Group believes that climate risks are negligible as to the ability of feedstocks to be received, the plant to process batteries and recovered material to be sold.
For the purposes of financial reporting requirements and disclosure, at our current level of operations, climate-related risks are negligible. Should exploration activities lead to a discovery and hence more permanent, year-round, activities, or the Group commencing recycling operations in overseas territories subject to extreme weather conditions the Company will reassess its position with regard to climate-related management.
Environmental policy
The Company seeks to undertake its activities in a manner that minimises or eliminates negative impacts and maximise positive impacts of an environmental or socio-economic nature. The Company expects any third party working on its behalf, to undertake their work whether for or on behalf the Company, in a manner that reflects this ethos. The Company is committed to responsible stewardship of natural resources and the ecological environment.
The Company aims to continually improve its environmental performance and the prevention of pollution, reduce or control the creation, emission or discharge of any type of pollutant or waste and to reduce adverse environmental impacts; the integration of environmental management into management practices throughout the Company; rehabilitate disturbed land as much as possible and protect environmental biodiversity; protect cultural heritage resources; comply with applicable legal requirements; and train and educate employees in environmental responsibilities.
Disclosure of Information to Auditors
So far as each of the Directors at the date of approval of this report are aware:
(a) | there is no relevant audit information of which the Company's auditors are unaware; and | |
(b) | they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
External Auditors
The auditors, PKF Littlejohn LLP, are being proposed for reappointment at the forthcoming Annual General Meeting of the Company.
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Auditor independence
The independence and objectivity of the Company’s external auditors is essential to assuring the proper performance of their role, and the Board places great importance in ensuring this independence is not impaired.
Up to the date of its dissolution in September 2024, the Audit Committee terms of reference imposed certain obligations on the Audit Committee including, annually assessing the external auditor’s independence and objectivity, considering any threats to the auditor’s independence and the safeguards applied to mitigate those threats, and specifically the provision of any non-audit services. This work is usually carried out at the end of each annual reporting cycle, taking into account the views of management as well as any matters specifically reported by the external auditors.
This review is usually undertaken during the closing Audit Committee (where one is constituted) or otherwise by the Board as a whole, immediately ahead of the final approval of the Annual Report & Accounts by way of a debrief. Each of the external auditors and management are given the opportunity to discuss matters relating to the audit process, with the Audit Committee (where one is constituted) or otherwise, the Board as a whole.
There are no contractual restrictions impacting the Company’s ability to select or appoint external auditors.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and the Company financial statements in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
• | select suitable accounting policies and then apply them consistently; | |
• | make judgements and accounting estimates that are reasonable and prudent; | |
• | state whether applicable international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and | |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. |
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of
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the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.
Forward-Looking Statements
This document contains certain forward-looking statements. The forward-looking statements reflect the knowledge and information available to the Company and Group during preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future and thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company or Group.
Approved by the Board of Directors and signed by order of the Board:
Robin Brundle, Chairman
27 March 2026
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Directors’ Remuneration Report
FOR THE YEAR ENDED 30 JUNE 2025
Overview
Following the resignation of Philip Beard as independent non-executive director in September 2024 and a review of the ongoing suitability of the Board’s committees, the Remuneration Committee was dissolved in September 2024, with the Committee’s duties being absorbed by the Board as a whole. No director participated in any decisions directly relating to their own compensation.
During the year, the Board made no changes to directors’ compensation or to the Remuneration Policy.
Base-level remuneration available to Executive Directors, as well as potential performance related pay within the context of the Company’s Remuneration Policy, corporate performance, and financial position, had previously been considered, and the Board remained of the view that remuneration is appropriately defined in accordance with the following principles:
• | clearly and simply, seeking to avoid complex rulesets; | |
• | with regard for behavioural impacts and any associated risks; | |
• | to be consistent with the Company’s culture and values; | |
• | with regard for likely remuneration outcomes for individuals; and | |
• | proportionately to: | |
• | support retention | |
• | reward short-term performance | |
• | incentivise delivery strategy for the medium and long-term. | |
Milestone payments had previously been set in place for executive management under which they would be eligible to receive a bonus commensurate with growth in the Company’s share price, up to a maximum of 200%. The Committee (or subsequent to its dissolution, the Board) retained discretion to pay the bonus in cash or through the issue of shares in the Company. No payments had been made in respect of this bonus scheme, and no alternative bonus scheme has been set in place to date.
The Remuneration Committee had, prior to its dissolution, considered the potential remuneration outcomes and was satisfied that the maximum remuneration was capped and could therefore not lead to excessive formulaic outcomes.
Against the backdrop of the Company’s Remuneration Policy, corporate performance and financial position, together with comparable market rates and the external economy (particularly the inflationary position), the Committee had previously considered that the revised remuneration was appropriate.
Two of the significant shareholders are represented on the Board, and the Directors have open channels of communication with other significant shareholders.
In view of the small number of direct employees of Technology Minerals Plc itself, the Board does not currently formally engage with the wider workforce on matters of remuneration, however the Directors are mindful of the importance and value that such engagement may have as the Company and its wider group grows, and will therefore keep the matter under periodic review.
No bonus payments were approved in respect of the year ended 30 June 2025.
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Remuneration Policy
In September 2023, the Board reviewed and revised the Remuneration Policy. This policy was last presented to shareholders at the Company’s 2023 AGM.
Following the dissolution of the Remuneration Committee, references within the policy to the Remuneration Committee should be read substituting the “Board” for the “Committee”.
At the time of the Company’s 2023 AGM, it had been intended that the remuneration policy would be further reviewed during the course of the 2023-24 financial year on the presumption that the Group would have been enlarged by the acquisition of Recyclus Group Ltd. As this has not taken place, the further review of the Remuneration Policy has not yet taken place.
The duties of the Remuneration Committee in setting the Remuneration Policy of Executive Directors and other senior executives has been absorbed by the Board as a whole. It remains necessary to ensure that the compensation offered is fair and balanced to attract and retain Executive Directors of the calibre necessary to deliver the Company’s strategic objectives over both the short and the long term in the contexts of the:
• | minerals exploration and recycling sectors and global markets from which it may draw its Executive Directors; |
• | scale of the Directors’ responsibility and individual performance; and |
• | remuneration arrangements in the workforce generally. |
In so doing, the Board seeks to address the need to balance risk and reward, striving to achieve simplicity, transparency, and long-term alignment of interests with shareholders.
The Board monitors the variable pay arrangements to take account of risk levels, ensuring an emphasis on long-term and sustainable performance.
The Board believes that the incentive plans are appropriately managed and that the choice of performance measures and targets does not encourage undue risk taking by the Executives so that the long-term performance of the business is not compromised by the pursuit of short-term value. The plans incorporate a range of internal and external performance metrics, measuring both operational and financial performance over differing and overlapping performance periods, providing a rounded assessment of overall Company performance.
In order to manage conflicts of interest, no Director or employee participates in discussions pertaining to their own remuneration.
Linkage to all-employee pay
Technology Minerals Plc is committed to creating an inclusive working environment and to rewarding our employees throughout the organisation in a fair manner.
While employees are not formally consulted in respect of the Remuneration Policy, when making decisions on executive pay the Board considers wider workforce remuneration and conditions to ensure that they are aligned on an ongoing basis. In particular, the Board considers wider workforce salary increases when determining those for Executive Directors.
Employees throughout the Company should be able to share in the success of the Company and at such time as the Company’s growth makes it economic to do so, it is intended to implement a Save As You Earn (SAYE) share option plan for all eligible employees.
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Shareholder views
The Company has previously consulted with its largest shareholders in respect of this Remuneration Policy.
Directors are available at the AGM in order that they can answer any questions from shareholders in respect of remuneration or other elements relevant to the business; feedback from shareholders on the remuneration policy and other relevant items of business is welcomed throughout the year.
The Board informs itself from time to time of the latest views of investor bodies and their representatives, including the Investment Association, the Pension and Lifetime Savings Association and proxy advice agencies such as Institutional Shareholder Services.
Salary | ||
Purpose and link to strategy: To recruit and reward Executive Directors of a suitable calibre for their role and duties | ||
Operation (including performance metrics) | Maximum opportunity | Substantive changes from previous policy |
• Salaries for individual Executive Directors are reviewed annually by the Committee (if constituted, otherwise by the Board) and normally take effect from 1 July. • Salaries are set with reference to individual performance, experience and contribution, together with developments in the relevant employment market (having regard to similar roles in publicly quoted companies of a comparable size), Company performance, affordability, the wider economic environment and internal relativities. • When the Committee (if constituted, otherwise by the Board) determines a benchmarking exercise is appropriate it will also consider salaries within the ranges paid by the companies in the comparator groups used for remuneration benchmarking. • The Committee (if constituted, otherwise by the Board) intends to review the comparators periodically and may add or remove companies from the Group as it considers appropriate. | Details of the current salary levels for the Executive Directors are set out in the Annual Report on Remuneration (subject to any changes in the interim). • Any increase to Executive Directors’ salaries will generally be no higher than the average increase for the UK workforce. However, a higher increase may be proposed in the event of a role change or promotion, or in other exceptional circumstances. • The Company may set salary levels below the market reference salary at the time of appointment, with the intention of bringing the salary levels in line with the market as the individual gains the relevant experience. In such cases, subsequent increases in salary may be higher than the general rises for employees until the target positioning is achieved. | n/a |
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Benefits | ||
Purpose and link to strategy: To provide competitive benefits in the market to enable the recruitment and retention of Executive Directors and other senior management. | ||
Operation (including performance metrics) | Maximum opportunity | Substantive changes from previous policy |
• Family level private medical insurance, life assurance, personal accident insurance, health screening, an incapacity benefits scheme and other incidental benefits and expenses. • The Committee (if constituted, otherwise by the Board) recognises the need to maintain suitable flexibility in the benefits provided to ensure it is able to support the objective of attracting and retaining personnel in order to deliver the Group strategy. Therefore, the Committee (if constituted, otherwise by the Board) retains discretion to consider providing additional benefits. • Directors will be reimbursed for any reasonable business expenses incurred in the course of their duties, including the tax payable thereon, if any. | • The value of benefits is based on the cost to the Company and there is no pre-determined maximum limit. The range and value of the benefits offered are reviewed periodically. | n/a |
Pension | ||
Purpose and link to strategy: To provide pension arrangements comparable with similar companies in the market to enable the recruitment and retention of Executive Directors | ||
Operation (including performance metrics) | Maximum opportunity | Substantive changes from previous policy |
• The Company maintains a defined contribution scheme and/or cash supplement in lieu of pension. | • For current and future Executive Directors, the company contribution to a pension scheme and/or cash allowance shall be set at the statutory minimum employer contribution in respect of ‘workers’ under the auto-enrolment rules, calculated by reference to base salary only. | n/a |
Bonus | ||
Purpose and link to strategy: To enhance focus on, and incentivise the achievement of milestones and maximise the performance in accordance with key performance indicators | ||
Operation (including performance metrics) | Maximum opportunity | Substantive changes from previous policy |
• Bonuses may be based on financial, operational and/or personal performance metrics over such performance period as the Board shall from time to time determine. • Performance measures and targets for the annual bonus are selected to align with the | • The maximum annual bonus payment will equal 200% of base salary for maximum performance. • In exceptional circumstances the Committee retains the discretion to: | n/a |
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• business strategy and the key drivers of performance set under the regulatory framework. • The weighting of the bonus between the various metrics and personal contribution may vary depending on the key priorities of the business for the year ahead. • Bonus targets may either be in the form of milestones or KPIs. Where the target is in the form of a KPI, bonus outcomes shall be calculated on a pro-rata basis. • Where the Committee (if constituted, otherwise by the Board) is of the opinion that given the commercial sensitivity arising in relation to the detailed financial targets used for the bonus, disclosing precise targets for the Plan in advance would not be in shareholder interests. Therefore, performance targets and achievement will be published at the end of the performance period. • Deferral, malus and clawback mechanisms do not currently apply to bonus payments. The Committee (if constituted, otherwise by the Board) acknowledges the value of such mechanisms in aligning the interests of management with shareholders, ensuring that directors are not rewarded in the case of events such as financial misstatement, errors in calculation, misconduct, reputational damage, regulatory censure, or corporate failure. • The Committee (if constituted, otherwise by the Board) also recognises there is an administrative cost to introducing more complex remuneration arrangements, and the Committee will therefore continue to monitor the suitability of introducing such measures. • Any exercise of discretion by the Committee (if constituted, otherwise by the Board) will be communicated to shareholders in full in the following year’s Directors’ Remuneration Report. | a) change the performance measures and targets and the weighting attached to the performance measures and targets part way through a performance period if there is a significant and material event which causes the Committee to believe the original measures, weightings and targets are no longer appropriate; and b) make downward or upward adjustments to the amount of bonus earned resulting from the application of the performance measures, including to the maximum payment available, if the Committee believe that the bonus outcomes are not a fair and accurate reflection of business performance. |
Share Option Plan and other Long Term Incentive Plans | ||
Purpose and link to strategy: To encourage strong and sustained improvements in financial performance, in line with the Company’s strategy and long-term shareholder returns | ||
Operation (including performance metrics) | Maximum opportunity | Substantive changes from previous policy |
• Directors and management of the Company are eligible for the award of share options under the Company’s Share Option Plan 2022. | • The maximum annual award permitted under any LTIP (not including the Share Option Plan) is shares with a market value (as determined by the Committee (if | n/a |
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•The Committee (if constituted, otherwise by the Board) will operate all incentive plans according to the rules of each respective plan and the discretions contained therein. The discretions cover aspects such as the timing of grant and vesting of awards, determining the size of the award (subject to the policy limits), the treatment of leavers, retrospective adjustment of awards (e.g. for a rights issue, a corporate restructuring or for special dividends) and, in exceptional circumstances, the discretion to adjust previously set targets for an incentive award if events happen which cause the Committee (if constituted, otherwise by the Board) to determine that it would be appropriate to do so. In exercising such discretions, the Committee (if constituted, otherwise by the Board) will take into account generally accepted market practice, best practice guidelines, the provisions of the Listing Rules and the Company’s approved Remuneration Policy. | constituted, otherwise by the Board)) of 200% of base salary. •In recognition of the fact that the fair value of share options can vary significantly depending on key inputs (including historic share price volatility), the maximum award of share options shall be at the discretion of the Remuneration Committee (if constituted, otherwise by the Board) , or in the case of any award of share options to Non-Executive Directors, the Board. |
Remuneration of Directors
During the year under review, the Executive Directors received basic salary, a company car allowance (where applicable), and pension fund contributions details, all of which are set out in table below.
No bonuses or other remuneration was received by any director in respect of either the year ended 30 June 2025 or 30 June 2024.
As the Group is consolidating the financial statements of Recyclus Group Limited, the remuneration of directors who are also directors of Recyclus Group Limited includes any salary/fees received from Recyclus Group Limited in addition to that received as a director of Technology Minerals plc.
The remuneration of the Non-Executive Directors comprises fixed fees which are set by the Board. Advice is taken on appropriate levels taking account of the development of the Group, market practice, time commitment and responsibility.
Directors' Remuneration for the Year Ended 30 June 2025 (Audited)
2025 | Basic Salary/fees £’000 | Pension £’000 | Benefits £’000 | Total £’000 | Aggregate Accrued and unpaid £’000 |
Executive Directors | |||||
Robin Brundle* | 260 | 7 | 8 | 275 | 33 |
Alex Stanbury** | 280 | 1 | 8 | 289 | 20 |
James Cable | 100 | 3 | - | 103 | 17 |
Lester Kemp | 60 | 1 | - | 61 | 5 |
Wilson Robb (resigned 24 September 2024) | 13 | - | - | 13 | - |
Non-Executive Directors | |||||
Philip Beard (resigned 13 September 2024) | 4 | - | - | 4 | 8 |
Nicholas Kounoupias | 18 | - | - | 18 | 17 |
Chang Oh Turkmani*** | 48 | - | - | 48 | 66 |
Total | 783 | 12 | 16 | 811 | 166 |
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Directors' Remuneration for the Year Ended 30 June 2024 (Audited and restated)
2024 | Basic Salary/fees £’000 | Pension £’000 | Benefits £’000 | Total £’000 | Aggregate Accrued and unpaid £’000 |
Executive Directors | |||||
Robin Brundle* | 260 | 7 | 8 | 275 | 33 |
Alex Stanbury** | 280 | 1 | 8 | 289 | 20 |
James Cable | 100 | 3 | - | 103 | 4 |
Lester Kemp | 60 | 1 | - | 61 | 4 |
Wilson Robb | 55 | - | - | 55 | - |
Non-Executive Directors | |||||
Philip Beard | 18 | - | - | 18 | 5 |
Nicholas Kounoupias | 18 | - | - | 18 | 6 |
Chang Oh Turkmani | 18 | - | - | 18 | 47 |
Total | 809 | 12 | 16 | 837 | 119 |
* £140k (2024: £140k) of the basic/salary fees, and £4k (2024: £4k) of the pension entitlement payable to Robin Brundle related to his services to Recyclus Group Limited.
** £80k (2024: £80k) of the basic/salary fees payable to Alex Stanbury related to his services to Recyclus Group Limited.
*** Chang Oh Turkmani’s contractual fee is £18k per annum. In the year ended 30 June 2025, an additional £30k was recognised in respect of fees relating to prior periods that had not previously been accrued.
On 15 April 2025, the Company announced that it had arranged for the settlement of a proportion of accrued and unpaid directors' fees of £54,004.50 by way of the issuance of new Ordinary shares at a price of £0.001 each, as follows
Director | No. shares | ||
Alexander Stanbury | 30,566,360 | ||
James Cable | 15,570,990 | ||
Lester Kemp | 7,867,150 |
Accrued and unpaid as at 28 February 2026 | |
Executive Directors | |
Robin Brundle | 86 |
Alex Stanbury | 102 |
James Cable | 63 |
Lester Kemp | 33 |
Wilson Robb (resigned 24 September 2024) | - |
Non-Executive Directors | |
Philip Beard (resigned 13 September 2024) | 7 |
Nicholas Kounoupias | 26 |
Chang Oh Turkmani | 79 |
Total | 396 |
The highest paid Director during the year was Alex Stanbury receiving a total remuneration of £289k (2024: £289k).
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Performance graph
The graph below compares the Company’s total shareholder return (“TSR”) performance and that of the FTSE Small Cap Index over the period since the Company’s floatation on 17 November 2021, each rebased from 100. This graph shows the value, up to 30 June 2025, of £100 invested in Technology Minerals Plc on 17 November 2021 compared with the value of £100 invested in the FTSE Small Cap Index. On this basis the value, as at 30 June 2025, of £100 invested is as shown on the graph.
The index was selected on the basis that it reflects the share price performance of small cap companies listed on the FTSE index.
Service Contracts (Audited)
The Executive Directors are engaged under service contracts with the following terms and conditions:
Executive director | Role | Date of contract | Notice period from Company | Notice period from director |
Robin Brundle | Chairman | 1 September 2021 | 12 months | 6 months |
Alex Stanbury | CEO | 1 September 2021 | 12 months | 6 months |
James Cable | CFO | 6 May 2022 | 12 months | 6 months |
Lester Kemp | COO | 5 September 2021 | 12 months | 6 months |
Payments on termination for Executive Directors, other than on the grounds of incapacity or circumstances justifying summary termination, are restricted to the value of any unexpired notice period and the cost of providing other contractual benefits during the unexpired notice period. There is no period of qualifying service relating to payments on termination other than as may be determine by statute.
The Non-Executive Directors are appointed for an initial fixed period of three years but may be terminated by either party giving to the other not less than three months’ notice prior to the expiry of that initial period.
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During the period, to preserve cash, the directors have been paid remuneration only when funds have been available and are 10 months behind at the date of this report. Some directors have subscribed for shares in settlement of salary as follows:
Director | Fees settled in shares (£) | Issue price (£) | No. Shares |
Alexander Stanbury | 30,566 | 0.001 | 30,566,360 |
James Cable | 15,570,990 | 0.001 | 15,570,990 |
Lester Kemp | 7,867,150 | 0.001 | 7,867,150 |
Directors’ Interests in Shares
As at 30 June 2025, the Directors were directly or indirectly interested in the Company’s issued share capital as follows:
Ordinary shares
Director | Number of shares | % of total issued Share capital | ||
Alexander Stanbury(*) | 80,163,449 | 2.87% | ||
Chang Oh Turkmani | 55,555,556 | 1.99% | ||
Lester Kemp (*) | 2,751,758 | 0.10% | ||
(*) | As at 30 June 2025, Century Cobalt Limited (“CCL”) held 211,321,213 Ordinary shares of Technology Minerals plc. CCL is a wholly-owned subsidiary of Century Cobalt Corp in which Alex Stanbury holds 23.47% of the common stock and Lester Kemp holds 0.77% of the common stock. The interests stated above reflect the direct and indirect holdings of CCL. | |||
Share options
Director | Exercise Price | Date of Grant | Expiry Date | No. Options | |||
Robin Brundle (1) | £0.02325 | 13/04/2023 | 12/04/2033 | 43,701,540 | |||
Alexander Stanbury (1) | £0.02325 | 13/04/2023 | 12/04/2033 | 43,701,540 | |||
James Cable (1) | £0.02325 | 13/04/2023 | 12/04/2033 | 18,263,330 | |||
Lester Kemp (1) | £0.02325 | 13/04/2023 | 12/04/2033 | 6,522,618 | |||
Chang Oh Turkmani (2) | £0.02325 | 13/04/2023 | 12/04/2033 | 2,348,142 | |||
Nick Kounoupias (2) | £0.02325 | 13/04/2023 | 12/04/2033 | 2,348,142 | |||
(1) | The options vested and were fully exercisable from the date of grant | ||||||
(2) | The options vest and become exercisable in 12 equal quarterly tranches, commencing from the date of grant. All such options are fully exercisable from 1 December 2025. | ||||||
Robin Brundle
Chairman
27 March 2026
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Nominations Activities Report
FOR THE YEAR ENDED 30 JUNE 2025
Overview
Following the resignation of Philip Beard as non-executive director post financial year-end, in September 2024, and as described further in this report, the Nomination Committee was dissolved in September 2024 after a review of the ongoing suitability of its committees’ composition determined that the work of the Nomination Committee was best absorbed by the Board as a whole for the time being.
The main responsibilities of the Nominations Committee, and the duties that were thereupon absorbed by the Board, are as follows:
● | regularly reviewing the structure, size and composition (including the skills, knowledge, experience ad diversity) of the Board; | |
● | giving full consideration to succession planning; | |
● | keeping under review the leadership needs of the organisation; | |
● | being responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; | |
● | reviewing the results of the Board performance evaluation process that relate to the composition of the Board; | |
● | formulating plans for succession for both Executive and Non-Executive Directors; | |
● | nominating membership of the Board’s Committees; | |
● | the re-election by shareholders of Directors under the annual re-election provisions and of the retirement by rotation provisions in the Company's Articles of Association; | |
● | any matters relating to the continuation in office of any Director at any time including the appointment or removal of any Director to Executive or other office. |
Any appointment to the Board should be subject to a prior evaluation of the balance of skills, knowledge, experience and diversity on the Board and a skills-led recruitment process.
Activities during the year
The Nomination Committee did not meet during the year. The results of the Board’s performance evaluation were considered by the full Board, and the Committee was subsequently dissolved in September 2024. Throughout the year, the Board continued to review its composition in light of strategic discussions, assessing the balance of skills, experience, and independence required to maintain effectiveness under a range of potential future scenarios.
Robin Brundle
Chairman
27 March 2026
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Environmental Social and Governance (ESG) Report
FOR THE YEAR ENDED 30 JUNE 2025
The Board is committed to further evolving its ESG performance, seeking to embrace best practices to the extent they are appropriate and applicable to the maturity of the Technology Minerals group and adhering to all applicable law and regulation. In particular, it considers such matters as relating to its operating subsidiary, Recyclus.
The Directors pay close attention to ESG matters relating to the Group, including diversity and culture.
As a minimum, the Board ensures the Company:
● | complies with relevant regulations governing the protection of human rights, occupational health and safety, the environment and the labour and business practices of the jurisdictions in which the Group, or its partners, conduct business; | |
● | adheres to the highest standards of conduct intended to avoid even the appearance of negligent, unfair, or corrupt business practices; and | |
● | instructs employees in the identification and management of ESG risks and opportunities. |
This ESG Report is divided into the three key areas of Environment, Social, and Business Governance & Corporate Responsibility. Details of our approach to corporate governance is set out in the Corporate Governance Report.
Environment
We take our responsibility towards the environment seriously and strive to reduce our impact.
Environmental Responsibility
The Board expects that key management actions and decisions are taken in an ethical manner, with the environmental impact having been given full consideration. As such, the Group is constantly seeking to minimise any adverse impact that its activities may have, and aims to continuously improve its environmental management practices and performance.
Water
Water is a shared and finite resource. The Group aims to preserve water sources, protect the waterways utilised in its operations, and support access to high-quality water in all areas where it operates. Wherever feasible, water is recirculated within the Group’s operations to reduce demand on freshwater resources.
Climate Change
Building on its environmental stewardship, the Group recognises the science of global climate change as set out by the Intergovernmental Panel on Climate Change. It continually monitors its environmental impact and works to reduce its carbon footprint, with the ultimate goal of achieving carbon neutrality.
Social
Beyond environmental considerations, the Group maintains active engagement with its stakeholders. This includes employees, customers, shareholders, suppliers, and regulators, whose needs and concerns are regularly reviewed and factored into business decisions and operational activities.
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Our People
Central to the Group’s social commitment is its workforce. All executives and employees are expected to act ethically, sustainably, fairly, and transparently in interactions with colleagues, customers, and suppliers. These values are reinforced through staff training, surveys, and development conversations.
The Group is committed to employee engagement, diversity, and inclusion, aiming to cultivate a workforce that is valued, respected, and supported throughout the organisation. Enhancing workforce diversity, particularly in management positions, helps attract and develop talent, while high levels of engagement, fair treatment, and equitable pay and advancement opportunities contribute to productivity and overall business performance.
Health and Safety
The Group’s commitment to its people and stakeholders extends to health and safety. All employees, consultants, contractors, suppliers, and subsidiaries are required to adhere to the highest health and safety standards when on Group sites.
During the time in which the Group controlled the Emperium and Blackbird projects in the Salmon-Challis National Forest in the Salmon River Mountains, Lemhi County, east-central Idaho, USA, its personnel were not permitted to enter the field during wildfires in the surrounding area, and would liaise closely with other company field teams and the Forestry Service, which closes access gates when fires occur.
In order to obtain an operating permit at the Group’s Recyclus battery recycling plant at Wolverhampton, Recyclus was required to satisfy extensive environmental and health and safety standards.
Human Rights
Aligned with its broader social and ethical responsibilities, the Group is committed to respecting human rights. It actively supports employees, business partners, and other stakeholders in understanding and meeting its standards and expectations.
Anti-Slavery
Further reinforcing its commitment to ethical operations, the Group is dedicated to preventing modern slavery and human trafficking within its operations and supply chains. This Statement serves as a voluntary disclosure under the UK Modern Slavery Act 2015. In preparing this Statement, the Group has considered the Act’s definitions of modern slavery, which cover various forms of exploitation, including:
● | slavery, servitude and forced or compulsory labour; | |
● | human trafficking; | |
● | sexual exploitation and forced marriage; | |
● | child labour; | |
● | deceptive recruiting practices; and | |
● | debt bondage. |
These terms are also defined and recognised under international law.
Our Community
Technology Minerals maintains regular communication with shareholders through the Annual Report
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and Accounts, half-year results, regulatory announcements, the Annual General Meeting (AGM), and other meetings as appropriate. A range of corporate information, including all Company announcements and presentations, is available to shareholders, investors, and the public on the Company’s website, www.technologyminerals.co.uk.
Where the Group’s operations have an impact on members of the wider community, it is mindful of the importance of considering all stakeholders.
The Group continually seeks to improve engagement with both its immediate and broader community, encouraging input and feedback. Contact details for submitting comments or questions are made available on the Company’s website.
Governance and Corporate Responsibility
The Group is committed to conducting its business in an ethical and responsible manner and to complying with all applicable laws and regulations. All employees, as well as third parties acting on behalf of the Group, are expected to act honestly and operate with integrity.
The Board meets regularly to review, formulate, and approve the Group’s strategy and budgets, oversee corporate actions, and monitor progress towards its objectives.
The Group’s corporate governance arrangements are described in greater detail in the Directors’ Report from page 21.
Anti-bribery and corruption
The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring that these standards are set out in written policies where appropriate.
The Board acknowledges that the Company’s international operations may give rise to possible claims of bribery and corruption. In consideration of the Bribery Act 2010, the Board reviews the perceived risks to the Group arising from bribery and corruption to identify aspects of the business which may be improved to mitigate such risk. The Board has a zero-tolerance attitude toward bribery and is committed to carrying out business fairly, honestly, and openly.
Stakeholder engagement
The Board recognises the importance of maintaining strong relationships with the wider community and acknowledges its obligations to employees, shareholders, customers, suppliers, the environment, local communities, and other stakeholders.
Through its existing procedures and policies, the Group seeks to:
● | comply with all legislative requirements relating to environmental matters; | |
● | uphold the highest standards of corporate governance and disclosure. Full details of the Group’s governance processes and procedures are provided in the Corporate Governance Report; and | |
● | maintain the highest standards of business ethics. |
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TECHNOLOGY MINERALS PLC
Opinion
We have audited the financial statements of Technology Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
● | the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June 2025 and of the group’s loss for the year then ended; | |
● | the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; | |
● | the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and | |
● | the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the going concern section in note 2 to the financial statements which indicates that an operating loss has been reported for the year ended 30 June 2025. The group's and parent company’s ability to meet its operating cash requirements across the going concern period is reliant on the group's and parent company’s ability to raise funds. Management are in active discussions to secure funding as part of an ongoing prospectus exercise and, whilst they are confident that sufficient funding will be secured, there is no guarantee that the funding event will happen within the required timeframe.
As stated in note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent company’s’ ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s’ ability to continue to adopt the going concern basis of accounting included:
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● | Reviewing the cash flow forecasts prepared by management to 30 June 2027; | |
● | Reviewing, corroborating with our audit testing, providing challenge to key inputs and assumptions around the forecasts for expected revenue, budgeted expenses and funding in pipeline, stress testing the forecasts for plausible scenarios and reviewing the forecasts for reasonableness; | |
● | Comparing actual results for the year to previous forecasts to assess management’s ability to produce accurate and reliable forecasts; | |
● | Testing the mathematical accuracy of the models used to prepare the forecasts, including both the Recyclus Group and Technology Minerals Plc models; | |
● | Discussing with management the likelihood that sufficient funding will be secured; | |
● | Reviewing post-year-end Regulatory News Service (RNS) announcements; and, | |
● | Assessing the adequacy of going concern disclosures within the annual report and financial statements. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
Materiality for the financial statements as a whole | Group: £109,000 (2024: £274,800) Parent company: £102,000 (2024: £192,000) |
Basis of materiality | Group: 1% of gross assets Parent company: 1% of group assets which was capped using the component-allocated materiality |
Rationale for the benchmark | Gross assets were used as the basis for calculating materiality as the group only became revenue generating in the year ended 30 June 2025 and the group’s and company’s assets are the primary measure used by shareholders in assessing the performance of the group at this early stage of revenue generation. |
Rationale for the percentage applied | The percentage applied to the benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the results were appropriately considered. |
Performance materiality determined at 70% of the overall materiality | Group: £76,000 (2024: £192,000) Parent company: £60,800 (2024: £71,000) In determining performance materiality, we considered the financial reporting closing process and the prior year audit misstatements; our cumulative knowledge of the group and its environment; the consistency of significant judgment and key accounting estimates; and, the stability of key management personnel. |
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We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions, and disclosures, for example in determining sample sizes.
We have agreed with those charged with governance that we would report any individual audit difference in excess of £5,000 (2024: £13,700) for the group and £5,000 (2024: £9,600) for the parent company as well as differences below these thresholds that, in our review, warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates for impairment of exploration and evaluation costs, of investments in and loans to associates, which involved making assumptions and considering future events relating to forecasted revenue and funding in pipeline that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we obtained sufficient appropriate evidence to be able to give an opinion on the group and parent company financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.
Of the 7 components within the group, a full scope audit was performed on the complete financial information of 3 components. For the 4 components not considered to be financially significant, we performed a limited scope review which involved analytical procedures together with substantive testing on specified account balances as appropriate. As the group auditor, we identified risk areas applicable to those components based on their relative size, risks in the business and our knowledge of the component that was determined to be appropriate to respond to the risk of material misstatement at the group level. The group engagement team performed all audit procedures for the purposes of the consolidated financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter | How our audit addressed the key audit matter |
Revenue recognition Under ISA (UK) 240, there is a presumption that revenue recognition is a significant fraud risk. Recognition of revenue is a key driver of the results of Libatt and Libox (subsidiaries of | The revenue generating components in the Group were Libatt and Libox (subsidiaries of Recyclus Group). Our audit procedures included the following: |
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Key audit matter | How our audit addressed the key audit matter |
Recyclus Group) and therefore, there is a perceived incentive to manipulate recognition to meet targets. The significant risk assertions in relation to revenue recognition are cut-off as defined below and management override around manual journals postings. Cut-off addresses the risk that revenue may be recorded in the incorrect accounting period, particularly around year-end, which could distort reported performance. Management override reflects the risk that revenue may be manipulated or misclassified intentionally to meet performance targets or reporting expectations, especially in areas involving manual adjustments or estimates. As a result, there is a risk of fraud or error in revenue recognition. Revenue for the year ended 30 June 2025 is £1,499k and £547k in the prior period. | ● Updating our understanding of the information system and performing a walkthrough for each material revenue stream in order to gain an understanding of the internal control environment; ● Utilising data analytics procedures to identify unexpected journal entries impacting the revenue cycle, for testing; ● Substantive transactional testing of occurrence and accuracy of revenue recognised in the financial statements; ● A review of post year-end receipts to ensure completeness of income recorded in the accounting period; ● Reviewing manual journals entries impacting revenue and its related account balances; ● Reviewing the cut-off of the revenue for the year by selecting samples from pre and post year-end revenue listings to ensure that the revenue around the year-end was appropriately recognised in the correct period; and ● Performing an audit of revenue disclosures in line with the applicable accounting framework. Key observations Managements recognition of revenue was reasonable. |
Valuation, capitalisation and impairment of intangible assets consisting of exploration and evaluation assets and goodwill (note 17) The group has significant mineral exploration assets of £6,633k (2024: £15,135k) related to the diverse portfolio of cobalt, copper, nickel and manganese exploration sites located in Spain and Cameroon. These exploration assets represented 54% (2024: 64%) of the group's total assets as at 30 June 2025. The risk associated with the group's exploration and evaluation assets is that they are subject to significant estimation and judgment by management, given the inherent uncertainty involved in assessing the carrying value of exploration projects and their recoverability. The review for indicators of impairment, as and when the facts and circumstance suggests that | Our audit procedures included: ● Evaluating whether there were any indicators of impairment for the exploration and evaluation assets in accordance with IFRS 6; ● Obtaining a list of current exploration licenses, including a schedule of license expirations and renewal dates to ensure that the group can continue exploration and evaluation activities ● Reviewing and testing the exploration and evaluation expenditures incurred in the year to assess their eligibility for capitalisation under IFRS 6 by corroborating to the original source documentation; and, |
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Key audit matter | How our audit addressed the key audit matter |
the carrying values are exceeding their recoverable amounts, adds complexity to the estimation and judgment required by management. Given the financial significance of these assets to the group's financial statements and significant judgements and estimates required for assessing the indicators of impairment, and capitalisation of costs following IFRS 6, Exploration for and Evaluation of Mineral Resources, we have identified this risk as a key audit matter. | ● Reviewing the disclosures made in the financial statements for accuracy. Key observations Management’s impairment assessment was reasonable.. It is however important to draw users attention to the fact that the recoverable value of these assets is dependent on the Group securing the necessary licence renewals for the Spanish and Cameroon projects as well as securing a successful fundraise. Failure to obtain the necessary licence renewals and a successful fundraise may result in an impairment to the carrying value of the intangible assets held. We draw users attention to the related disclosure in Note 17 of the financial statements, which would be affected if the licences (Spanish and Cameroon licences) were not renewed. |
Acquisition accounting relating to the Recyclus Group acquired in September 2021 The group judged in the current year that the Recyclus Group (“Recyclus”) should be treated as a subsidiary and hence should be consolidated as at 30 June 2025 and retrospectively for prior year ends. Recyclus was previously accounted for as an associate, following TM's initial judgement that it did not exercise control despite holding a 49% equity interest acquired in September 2021 at nil cost. The group has now judged that Technology Minerals Plc does, in fact, exercise control over Recyclus and has applied acquisition accounting retrospectively from 2 September 2021. This change of judgement results in full consolidation of Recyclus for the financial years ended 30 June 2022 to 2025, requiring complex consolidation adjustments, restatement of prior year comparatives, and enhanced disclosures. PKF identified that there was a risk that the acquisition accounting applied in respect of the Recyclus Group, acquired in September 2021, may be misstated and not compliant with IFRS 3 requirements. | Our work in this area included: ● Considering and challenging management's change in judgement in respect of the consolidation of Recyclus; ● Reviewing the share purchase agreement, board minutes, and management's assessment of acquisition accounting under IFRS 3 to confirm the date of acquisition, identification of intangible assets, and nature of the transaction; ● Assessing Purchase Price Allocation (PPA); ● Evaluating management's identification and fair value measurement of assets and liabilities acquired; ● Testing the recognition and valuation of any separately identifiable intangible assets. ● Challenging assumptions used in valuations, especially for intangible assets and contingent liabilities. ● Reviewing the adequacy and appropriateness of the disclosures in the financial statements. Key observations |
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Key audit matter | How our audit addressed the key audit matter |
This change in treatment requires the application of acquisition accounting under IFRS 3 Business Combinations, including the recognition and measurement of the identifiable assets acquired, liabilities assumed and goodwill. Given the complexities and judgements involved, there is a risk of material misstatement relating to the completeness and accuracy of the acquisition accounting adjustments, as well as the presentation and disclosure of the transaction in the consolidated financial statements. | Management’s assessment of the acquisition accounting was reasonable. |
Parent company risk: Recoverability of carrying values of investments and intercompany receivables including a significant loan of £7.3m (at 30 June 2025) to Recyclus Group The carrying value of investments in subsidiaries (of £7.1m) and intercompany loan receivables (of £8.96m) are ultimately dependent on the value and recoverability of the underlying assets. Many projects are at an early stage of exploration or recycling. Further, the parent company has been granting loans to its subsidiaries to fund their working capital. These assets are subject to inherent risks and uncertainties, making it difficult to definitively determine their recoverable value. IAS 36 requires that the carrying value of assets, including investments in subsidiaries and loans to subsidiaries, be tested for impairment when there are indicators of impairment. The valuation of the projects and other assets held by the subsidiaries is based on significant judgments and estimates made by the Directors. The recoverability of these investments and loans is therefore subject to a number of factors, including the successful exploration and development of mineral resources and recycling plants. There is a risk that the judgments and estimates made by the Directors may not be reliable, which could result in a material misstatement in the carrying value of the investments in subsidiaries and related intercompany receivables, and loans to the associate. | Our work in this area included: ● Obtaining and reviewing the management’s impairment reviews for the investments held and loans granted, and corroborating the assumptions made to underlying evidence; third-party evidence and key external reports. ● Reviewing and challenging the management’s assessment of indicators for impairment and impairment assessment, if indicators identified, for assessing the recoverability of investments in each subsidiary and intercompany loans receivables, including a challenge of any significant assumptions and assessing reliability of management’s ability to make projections in the financial model; and ● An assessment of the adequacy and appropriateness of the disclosures related to the investments in subsidiaries and related intercompany receivables in the financial statements. Key observations Management’s assessment of recoverability was reasonable. It is important to draw users attention to the fact that the recoverable value of the investments and intercompany loans is dependent on the Company’s subsidiaries being able to secure the necessary licence renewals for the Spanish and Cameroon projects, for the Recyclus Group to grow in line with forecasts and for the fundraise to complete. Failure to achieve the licence renewals, necessary growth, |
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Key audit matter | How our audit addressed the key audit matter |
Given the financial significance and the estimation/judgment required by management, we have identified the risk of recoverability of receivables and investments as a key audit matter. | and to complete the fundraise may result in an impairment to the carrying value of investments and intercompany receivables. |
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
● | the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and | |
● | the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
● | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or | |
● | the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or | |
● | certain disclosures of directors’ remuneration specified by law are not made; or | |
● | we have not received all the information and explanations we require for our audit. |
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Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
● | We obtained an understanding of the group and the parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, the application of cumulative audit knowledge and experience of the sector. |
● | We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from Listing Rules, Quoted Companies Alliance (QCA) Corporate Governance Code, Environmental Permitting (England and Wales) Regulations 2016, Health and Safety at Work Act 1974, UK Data Protection Act 2018, UK Companies Act 2006, and local mining and exploration regulations applicable to the subsidiaries. |
● | We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to enquiring of management, reviewing minutes of Board of Directors meetings and RNS announcements, and reviewing of legal and regulatory correspondence. |
● | We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the capitalisation and impairment of mineral exploration assets, carrying value of investments and recoverability of intercompany receivables, including the loan to the subsidiary, Recyclus Group. As noted in the key audit matters section, we addressed this by challenging the assumptions and judgements made by management when evaluating any indicators of impairment, assessing recoverability of receivables and valuation of investments. |
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● | As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Board of Directors on 15 December 2022 to audit the financial statements for the period ending 30 June 2023, and subsequent financial periods. Our total uninterrupted period of engagement is three years, covering the year ended 30 June 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor) | 15 Westferry Circus |
For and on behalf of PKF Littlejohn LLP | Canary Wharf |
Statutory Auditor | London E14 4HD |
27 March 2026 |
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Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2025
Restated* | |||
2025 | 2024 | ||
Notes | £000 | £000 | |
Revenue | |||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | 7 | ( | ( |
Impairment of intangible assets | 17 | ( | ( |
Impairment of financial instruments | 25 | ( | ( |
Operating loss | ( | ( | |
Other income | 10 | ||
Net foreign exchange gains/(losses) | ( | ||
Loss on partial sale of a subsidiary | 12 | ( | |
Gain on sale of a subsidiary | |||
Loss before financing and income tax | ( | ( | |
Net finance costs | 11 | ( | ( |
Loss on change in value of a FVTPL financial asset | 13 | ( | |
Loss before taxation from continuing operations | ( | ( | |
Income tax | 14 | ||
Loss for the period from continuing operations | ( | ( | |
Profit/(loss) on discontinued operations, net of tax | |||
Loss for the year | ( | ( | |
Attributable to: | |||
Equity holders of the Company | ( | ( | |
Non-controlling interests | 32 | ( | ( |
Loss for the year | ( | ( | |
Other comprehensive income | |||
Items that may be subsequently reclassified to profit or loss: | |||
Exchange differences arising on translation of foreign operations | ( | ||
Total comprehensive loss for the period | ( | ( | |
Attributable to: | |||
Equity holders of the Company | ( | ( | |
Non-controlling interests | ( | ( | |
Total comprehensive loss for the period | ( | ( | |
Basic and diluted Earnings per share in pence attributable to | |||
owners of the Company from: | |||
Total operations (restated) | 15 | ( | ( |
Discontinued operations | 15 |
The accompanying notes on pages 71 pages 123 form an integral part of these consolidated financial statements.
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Consolidated Statement of Financial Position
AS AT 30 JUNE 2025
Restated* | ||||
30 June | 30 June | Restated* | ||
2025 | 2024 | 1 July 2023 | ||
Notes | £000 | £000 | £000 | |
Non-current assets | ||||
Property, plant and equipment | 16 | |||
Right of use asset | 16 | |||
Intangible assets | 17 | |||
Financial assets | 18 | |||
Investment in associate | 20 | |||
Total non-current assets | ||||
Current assets | ||||
Assets held for sale | 22 | |||
Inventory | 23 | |||
Trade and other receivables | 24 | |||
Financial assets held at FVTPL | 25 | |||
Cash and cash equivalents | 26 | |||
Current assets | ||||
Total assets | ||||
Current liabilities | ||||
Liabilities directly associated with the assets | ||||
held for sale | 22 | |||
Trade and other payables | 27 | |||
Lease liability | 28 | |||
Borrowings | 29 | |||
Total current liabilities | ||||
Non-current liabilities | ||||
Lease liability | 28 | |||
Borrowings | 29 | |||
Derivative financial liability | 29 | |||
Total non-current liabilities | ||||
Total liabilities | ||||
Net (liabilities)/assets | ( | |||
Equity | ||||
Share Capital | 30 | |||
Share Premium | 30 | |||
Warrants reserve | 31 | |||
Convertible loan reserve | ||||
Share-based payments reserve | 31 | |||
Foreign exchange reserve | ||||
Accumulated deficit | ( | ( | ( | |
Equity attributable to owners of the parent | ||||
Non-controlling interests | 32 | ( | ( | ( |
Total equity | ( |
*See note 36
These financial statements were approved and authorised for issue by the Board of Directors on 27 March 2026 and were signed on its behalf by:
Robin Brundle
The accompanying notes on pages 71 pages 123 form an integral part of these consolidated financial statements.
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Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2025
Restated | |||
2025 | 2024 | ||
Notes | £000 | £000 | |
Cash flows from operating activities | |||
Loss before tax from continuing operations | ( | ( | |
Profit/(loss) from discontinued operations | |||
Loss before tax | ( | ( | |
Adjustments for: | |||
Depreciation | 16 | ||
Lease | |||
Loss/(gain) on derivative financial liability | 11 | ||
Finance charges | 11 | ||
Loss on Revaluation of FVTPL instruments | 13 | ||
Gain on sale of subsidiary | 12 | ( | |
Loss on partial sale of subsidiary | 12 | ||
Share option charge | 31 | ||
Impairment loss | 19 | ||
Foreign exchange movements | ( | ||
Net cashflow before changes in working capital | ( | ( | |
Movement in inventory | |||
Movement in receivables | ( | ( | |
Movement in payables | |||
Net cash used in operating activities | ( | ( | |
Cash flows from investing activities | |||
Purchase of property, plant and equipment | 16 | ( | ( |
Purchase of intangible assets | 17 | ( | ( |
Proceeds from sale of investment | |||
Net cash generated from/(used in) investing activities | ( | ||
Cash flows from financing activities | |||
Issue of share capital | |||
Proceeds from exercise of warrants | |||
Proceeds of borrowing | 29 | ||
Repayment of borrowings, including interest | ( | ( | |
Cost of procuring convertible loan notes | ( | ||
Net cash generated from financing activities | |||
Net change in cash and cash equivalents during the period | ( | ||
Cash at the beginning of period | |||
Cash and cash equivalents at the end of the period |
See note 35 for significant non-cash transactions and reconciliation of net debt.
The accompanying notes on pages 71 to 123 form an integral part of these consolidated financial statements.
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Technology Minerals Plc
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2025
Share capital | Share Premium | Warrants reserve | Convertible Loan reserve | Share-based Payments reserve | Foreign exchange reserve | Restated Accumulated deficit | Restated Equity attributable to owners of the parent | Restated Non- Controlling interests | Restated Total Equity | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Balance at 1 July 2023 (as previously restated) | ( | |||||||||
Prior year' adjustments (see note 36) | ( | ( | ( | ( | ||||||
Balance at 1 July 2023 (restated) | ( | ( | ||||||||
Loss for the year | ( | ( | ( | ( | ||||||
Exchange gain on translation of foreign operations | ||||||||||
Total comprehensive loss for the year | ( | ( | ( | ( | ||||||
Issue of share capital | ||||||||||
Warrants issued | ||||||||||
Warrants exercised and lapsed | ( | |||||||||
Issue of convertible loans | ( | |||||||||
Share-based payment charge | ||||||||||
Balance at 30 June 2024 (restated) | ( | ( | ||||||||
Loss for the year | ( | ( | ( | ( | ||||||
Exchange loss on translation of foreign operations | ( | ( | ( | |||||||
Total comprehensive loss for the year | ( | ( | ( | ( | ( | |||||
Disposal of Subsidiary | ( | ( | ( | ( | ( | |||||
Issue of share capital | ||||||||||
Warrants exercised and lapsed | ( | |||||||||
Share-based payment charge | ||||||||||
Settlement of convertible loans | ( | ( | ( | |||||||
Balance at 30 June 2025 | ( | ( | ( |
The accompanying notes on pages 71 to 123 form an integral part of these consolidated financial statements.
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Technology Minerals Plc
Notes to financial statements
1. General information
The Company is listed on the main market of the London Stock Exchange. The Company’s registered office is 18 Savile Row, London, England, W1S 3PW .
The nature of the Group’s operations and its principal activities are set out in the Directors’ Report.
2. Basis of preparation
The principal accounting policies, methods of computation and presentation used in the preparation of the consolidated financial information are shown below. The policies have been consistently applied to all the years presented, unless otherwise stated.
Technology Minerals Plc’s consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. All amounts are rounded to nearest thousand.
There have been no changes to the reported figures as a result of any new reporting standards or interpretations.
The Group’s financial statements have been prepared in accordance with UK adopted international accounting standards (IFRSs) in conformity with the requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.
Going Concern
In March 2024, the Company entered into a Convertible Bond Facility with Atlas Capital in the total amount of £5.5 million, of which £2.5 million was drawn down at the year end and, as at 30 June 2025, £0.5 million had been converted into Ordinary shares in the Company. As at the date of this report, £0.7 million had been converted into Ordinary shares in the Company.
On 15 January 2026, under a funding agreement with Fortified Securities Ltd, the Company announced that it had raised £350,000 before expenses by the issue of 350 million shares at £0.001 per share. Each subscription share will be issued with one warrant attached, exercisable at the Placing Price and with a term of 60 months.
In accordance with this agreement, the Company and Fortified Securities Ltd are seeking to raise a further minimum funding of £3 million in a share placing in which regard the Company is proposing to issue a prospectus, which is at an advanced stage with the FCA, to provide authority for it to issue new shares in respect of loan conversions as well as for additional funding.
The Company further announced that it and Fortified Securities Ltd have successfully agreed settlement terms with Jonathan Swann (“Swann”) and Atlas Special Opportunities II, LLC (“ACM”) in respect of their convertible instruments, whereby:
• | Swann’s settlement of £3.3 million is settled by £0.5m in cash, up to £2.5m (or 24.99%) in shares, and the balance as a 24-month secured term loan at 8%, with no conversion rights. |
• | ACM settlement of £1.7 million is settled by £1.5m in cash and £0.2m in shares under the proposed placing. |
Technology Minerals Plc
The Company has made loans to Recyclus for that group’s development phase and owns 48.35% in equity and believes that cashflows generated in Recyclus will enable repayments to be made from time to time. Recyclus is seeking separate funding for further development and recently received £1.1 million under a loan facility.
In the opinion of the Directors, based on the Group’s financial projections, they have satisfied themselves that the business is a going concern due to their reasonable expectation that the Group has or will be able to access adequate resources from its proposed prospectus minimum amount and further share placements to continue in operational existence for the foreseeable future and therefore the accounts are prepared on a going concern basis.
The auditors have made reference to going concern by way of a material uncertainty within their audit report. The Directors have a reasonable expectation that the Group’s and the Company’s cash resources will be adequate to enable them to meet their planned expenditure for at least 12 months from the date of approval of these consolidated financial statements. In determining this expectation, the Directors have considered their ability to raise additional funds should they be required.
Although the Directors have been successful in raising finance in the past, no assurance can be given that funding will be available when it is required in future, or that it will be available on acceptable terms. In view of the foregoing, the Directors consider that a material uncertainty exists as to the Group’s and the Company’s ability to continue as a going concern.
Having carefully considered the foregoing, the Directors nonetheless maintain their reasonable expectation that the Group and the Company will be able to meet its planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and the consolidated financial statement have therefore been prepared on a going concern basis.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries as if they formed a single entity. Subsidiaries are entities over which the Group has control.
Control exists when the Company:
• | has power over the investee; |
• | is exposed, or has rights, to variable returns from its involvement with the investee; and |
• | has the ability to use its power to affect its returns. |
On acquisition, in the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values if acquiring a business or assigned a carrying amount based on relative fair value if acquiring an asset. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Group financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the Company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
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Technology Minerals Plc
Acquisitions and disposals of non-controlling interests in subsidiaries that do not result in a loss of control are accounted as transactions within equity. The difference between the fair value of the consideration paid or received and the amount by which the non-controlling interests are adjusted is recognised in equity and attributed to equity holders of the parent company.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.
3. | Current accounting policies, new standards, amendments and interpretations adopted by the Company |
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 July 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
New standards, interpretations and amendments adopted in the accounts from 1 July 2024
Standards/interpretations | Description |
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7) | The amendments require entities to provide certain specific disclosures (qualitative and quantitative) and guidance on characteristics of supplier finance arrangements. These amendments had no effect on the consolidated financial statements of the Group. |
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16); | The Amendments require a seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee. These amendments had no effect on the consolidated financial statements of the Group. |
Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS1) | • Classification of Liabilities as Current or Non-current (issued on 23 January 2020); • Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on 15 July 2020); and • Non-current Liabilities with Covenants (issued on 31 October 2022). • These amendments had no effect on the consolidated financial statements of the Group. |
Standards issued but not yet effective and have not been applied in the accounts
Standards/interpretations/amendments | Description/effect | Effective from |
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) | The Group is currently assessing the effect of these amendments. | 01/01/2025 |
Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) - Contracts Referencing Nature-dependent Electricity | The Group is currently assessing the effect of these amendments. | 01/01/2026 |
Annual Improvements Volume 11 (issued on 18 July 2024) | The Group is currently assessing the effect of these amendments. | 01/01/2026 |
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) | The Group is currently assessing the effect of these amendments. | 01/01/2026 |
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Technology Minerals Plc
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) | IFRS 18 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8. Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. | 01/01/2027 | |
IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) | The Group does not expect to be eligible to apply IFRS 19. | 01/01/2027 |
Current accounting policies
Investment in subsidiaries
Investments in subsidiaries are initially measured at cost and reviewed for impairment at each reporting period. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained up to the date that control ceases.
Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Investment in associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.
Revenue
Scope and Objective
This policy sets forth the principles and procedures for recognising revenue associated with the provision of battery recycling and disposal services, in accordance with IFRS 15. It aims to ensure accurate and consistent recording of revenue, reflecting the service value provided to customers.
Identification of Contracts with Customers
Contracts are recognised when they have commercial substance, are approved by the parties, the rights and payment terms can be identified, and collection of payment is probable.
Performance Obligations
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Technology Minerals Plc
• | The primary performance obligation is the service of safely recycling or disposing of batteries received from a customer. |
• | This service is considered a single performance obligation as it constitutes a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. |
Transaction Price
• | The transaction price is determined based on the agreed-upon fee for the recycling or disposal service. |
• | Given that there is a single performance obligation in this context, the entire transaction price is allocated to the battery recycling or disposal service. |
Revenue Recognition
Revenue is recognised on the completion of the recycling or disposal process in accordance with the terms of the contract with the customer.
Financial instruments
Financial assets
The Company classifies its financial assets in the following measurement categories:
• | those to be measured at amortised cost |
• | those to be measured at fair value through other comprehensive income (FVTOCI); and |
• | those to be measured subsequently at fair value through profit or loss. |
The classification depends on the business model for managing the financial assets and the contracted terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following criteria are met:
• | the asset is held within a business model whose objective is to collect contracted cash flows; and |
• | the contractual terms give rise to cash flows that are solely payments of principal and interest. |
Amortised cost
Financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the consolidated statement of comprehensive income.
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Technology Minerals Plc
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Fair value through other comprehensive income
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value. Subsequently, they are measured at fair value with net changes in fair value recognised in other comprehensive income. Gains and losses on these financial assets are never recycled to profit or loss.
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value. They are carried in the statement of financial position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income in the finance income or expense line. Other than derivative financial instruments which are not designated as hedging instruments, the Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
If the asset fails the Soley Payments of Principal and Interest (SPPI) test, it cannot be measured at amortised cost or FVOCI, and it is measured at fair value through profit or loss (FVTPL), with change in value recognised in the consolidated statement of comprehensive income.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets is determined based on the fair value hierarchy which prioritises the inputs to valuation techniques used to measure fair value into three broad levels:
• | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
• | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
• | Level 3: Unobservable inputs for the asset or liability. |
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined based on the lowest level input that is significant to the entire measurement.
Financial Liabilities
Basic financial liabilities, being trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Technology Minerals Plc
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. The Company does not hold or issue derivative financial instruments.
Assets held for sale
The Group classifies non-current assets (or disposal groups) as held for sale when their carrying amounts are expected to be recovered primarily through a sale transaction rather than through continuing use. Such assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell and are not depreciated or amortised once classified as held for sale. The classification and measurement of assets held for sale are carried out in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. The Group has determined that its wholly owned subsidiary LRH Resources Ltd (LRH) is classified as held for sale. See note 22.
Measurement of Assets Held for Sale
Upon classification as held for sale, non-current assets (or disposal groups) are measured at the lower of:
• | Their carrying amount before classification as held for sale, or |
• | Fair value less costs to sell. |
If the carrying amount of the asset (or disposal group) exceeds its fair value less costs to sell, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. Gains are only recognised to the extent that they reverse previously recognised losses on the same asset.
When a sale is completed, the Group derecognises the asset (or disposal group) and recognises any resulting gain or loss on disposal in the Consolidated Statement of Comprehensive Income. The gain or loss is calculated as the difference between the carrying amount of the asset (or disposal group) and the sale proceeds, less costs to sell.
Reclassifications and Changes in Plans
If the criteria for classification as held for sale are no longer met, the Group ceases to classify the asset (or disposal group) as held for sale. The asset (or disposal group) is remeasured at the lower of:
• | Its carrying amount before classification as held for sale, adjusted for any depreciation or amortisation that would have been recognised had the asset not been classified as held for sale, and |
• | Its recoverable amount at the date of the subsequent decision not to sell. |
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the consolidated statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.
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Technology Minerals Plc
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Pound Sterling at exchange rates ruling at the date of the consolidated statement of financial position. The revenues and expenses of operations are translated to Pound Sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income. They are reclassified to profit or loss upon disposal.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are reclassified to the profit or loss as part of the profit or loss on disposal.
Current and deferred income tax
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.
Plant and machinery | 20 years |
Fixtures and fittings | 3-5 years |
Leasehold improvements | 10 years |
Right-of-use assets | 10 years |
Office equipment | 3 years |
Intangible assets
Intangible assets not acquired as part of an asset acquisition are initially carried at cost. The consideration paid is allocated to assets and liabilities acquired based on their relative fair values, with transaction costs capitalised. No gain or loss is recognised.
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Technology Minerals Plc
Intangible assets acquired as part of a business combination, and separately recognised from goodwill, are capitalised and measured at their fair value at the date of acquisition.
Consideration paid in the form of equity instruments is measured by reference to the fair value of the asset acquired. The fair value of the assets acquired would be measured at the point control is obtained.
Exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences. Mineral evaluation and exploration costs which are capitalised as intangible assets include costs of licence acquisition, technical services and studies, exploration drilling and testing and appropriate technical and administrative. Exploration costs are capitalised as intangible assets pending the determination of the feasibility and the commercial viability of the project.
When the decision is taken to develop a mine, the related intangible assets are transferred to mines under development within property, plant and equipment and the exploration and evaluation costs are amortised over the estimated life of the project upon commercial production. Prior to reclassification to property, plant and equipment exploration and evaluation assets are assessed for impairment and any impairment loss is recognised immediately in the statement of comprehensive income.
Where a project is abandoned or is determined not economically viable, the related costs are written off.
The recoverability of deferred exploration and evaluation costs is dependent upon a number of factors common to the natural resource sector. These include the extent to which the Company can establish mineral reserves on its properties, the ability of the Company to obtain necessary financing to complete the development of such reserves and the future profitable production or proceeds from the disposition thereof.
Research and development
Research expenditure is recognised as an expense as incurred.
Development expenditure is capitalised as an intangible asset when the criteria set out in IAS 38 Intangible Assets are met. These criteria require the Group to demonstrate technical feasibility, intention and ability to complete and use or sell the asset, probable future economic benefits, availability of resources, and reliable measurement of costs.
Capitalised development costs are measured at cost, comprising directly attributable employee, materials and related overhead costs. Borrowing costs are capitalised where applicable in accordance with IAS 23 Borrowing Costs.
Amortisation commences when the asset is available for use and is recognised on a straight-line basis over its estimated useful life. Assets not yet available for use are tested annually for impairment and all development assets are reviewed for impairment where indicators arise, in accordance with IAS 36 Impairment of Assets.
Government grants relating to research and development are accounted for in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed at the date of each consolidated statement of financial position to determine whether there is any indication of impairment. If any such indication
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Technology Minerals Plc
exists, the asset’s recoverable amount is estimated. Impairment is measured by comparing the carrying values of the asset with its recoverable amount. The recoverable amount of the asset is the higher of the asset’s fair value less costs to sell and its value-in-use, which is measured by reference to discounted future cash flow.
An impairment loss is recognised in the Consolidated Statement of Comprehensive Income immediately.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the Consolidated Statement of Comprehensive Income immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Leases
As lessee, the Group assesses whether a contract contains a lease at inception of the contract. The Group recognises a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements where it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is presented as a separate line in the consolidated statement of financial position
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented within property plant and equipment in the consolidated statement of financial position.
Inventories
Inventories consist of raw materials and consumables and are measured at the lower of cost and net realisable value. Cost is calculated using the ‘first in first out’ method. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Trade and other receivables
Trade and other receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.
Trade and other payables
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Technology Minerals Plc
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest bearing debt facilities are initially recognised at fair value, net of directly attributable transaction costs. Transaction costs are recognised in the Consolidated Statement of Comprehensive Income on a straight-line basis over the term of the facility.
Borrowings with embedded derivative
Borrowings with embedded derivative liability held at fair value through profit and loss (‘FVTPL’)
Convertible debt with an embedded derivative liability pertains to borrowing where the holder has the right to convert the debt into a variable number of shares of the Company or a variable cash amount, such that the conversion feature does not meet the definition of equity under IAS 32 'Financial Instruments: Presentation'.
Initial recognition
The convertible debt is initially recognised by separating it into the host contract and the embedded derivative. The embedded derivative is measured at its fair value at initial recognition. The value of the host contract is determined as the difference between the proceeds received (net of transaction costs directly attributable to the issuance of the instrument) and the fair value of the embedded derivative.
Subsequent measurement
• | Liability Component (Host Contract): After initial recognition, the liability component of the convertible debt (excluding the embedded derivative) is measured at amortised cost using the effective interest method. Interest expense, as calculated using the effective interest rate, is recognised in profit or loss. |
• | Embedded Derivative Liability: The embedded derivative is measured at fair value using a Monte Carlo based option pricing model for the convertible loans issued to ACM and CLG, with changes in fair value recognised immediately in profit or loss. The derivative is revalued at each reporting date. |
Conversion
• | If the conversion option is exercised, the carrying amount of the liability component and the fair value of the embedded derivative at the date of conversion are transferred to equity, assuming the shares are issued. Any difference between the combined carrying amount and the number of shares issued multiplied by the share price at the conversion date is recognised in profit and loss. |
• | If the bondholders choose not to convert and the debt matures, the embedded derivative is derecognised and settled together with the host contract. |
Equity-classified borrowings with embedded derivative
Borrowings with embedded derivatives classified as equity refer to debt instruments that include a derivative component allowing for conversion into a fixed number of the Company’s own equity instruments in exchange for a fixed principal amount, such a conversion feature meets the definition of an equity instrument, rather than a financial liability.
Initial Recognition and Measurement
At initial recognition, the borrowing is separated into two components: (i) the liability component, which reflects the present value of future cash flows of the debt, and (ii) the equity component, representing the embedded derivative that allows conversion into equity. The equity component is recorded in a separate reserve within equity.
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Subsequent Measurement
The liability component is subsequently measured at amortised cost using the effective interest method. The equity component is not remeasured after initial recognition, in accordance with IAS 32.
Conversion
Upon conversion of the borrowing into the Company’s equity instruments, the carrying amount of the liability component and the equity component are transferred to share capital and share premium, as applicable.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity and rank in full for all dividends or other distributions declared, made or paid on the ordinary share capital of the Company.
Share capital account represents the nominal value of the ordinary shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Warrant reserve represents equity-settled share-based payments made to third parties until such warrants are exercised. Only equity-settled share-based payments that will be settled by the Company exchanging a fixed amount of cash (or another financial asset) for a fixed number of its own equity instruments will be included in the Warrant reserve.
The convertible loan reserve represents the equity component of convertible loan instruments issued by the Company. This reserve arises from instruments that can be converted into a fixed number of the Company’s own equity instruments in exchange for a fixed principal amount, reflecting an equity-settled component in accordance with IAS 32 Financial Instruments: Presentation. The reserve is recorded at initial recognition of the convertible instrument and remains in equity until the conversion option is exercised or the instrument is redeemed. Upon conversion, the related balance in the reserve is transferred to share capital and share premium as applicable; if the instrument is redeemed, the reserve balance is transferred to retained earnings.
Share-based payment reserve represents equity-settled share-based payments made to directors and employees until such share-based payments are exercised.
Foreign exchange reserve represents:
• | differences arising on the opening net assets retranslation at a closing rate that differs from opening rate; and |
• | differences arising from retranslating the Consolidated Statement of Comprehensive Income at exchange rates at the dates of transactions at average rates and assets and liabilities at the closing rate. |
Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.
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Warrants
The Company estimates the fair value of share warrants using the Black-Scholes pricing model considering the terms and conditions upon which the warrants were issued. Warrants relating to equity finance are recorded as a reduction of capital stock based on the fair value of the warrants.
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-Scholes model. Where the value of the goods or services received in exchange for the share-based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to “Share-based payments reserve".
Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting or if the share options vest but are not exercised.
When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to accumulated profit and loss reserve.
4. Financial risk
The following represent the key financial risks that the Company faces:
Financial risk factors
The Company’s operations exposed it to a variety of financial risks that had included the effects of credit risk, liquidity risk and interest rate risk. The Company had in place a risk management programme that attempted to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs. The Company did not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting was applied.
Given the size of the Company, the Directors did not delegate the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board of Directors were implemented by the Company’s finance department:
(a) Credit risk
The Company’s credit risk was primarily attributable to its trade receivables balance. The amounts presented in the statement of financial position are net of allowances for impairment.
(b) Liquidity risk
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Liquidity risk was the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s financial liabilities included its trade and other payables shown in Note 27;
(c) Interest rate cash flow risk
The Company had interest-bearing assets. Interest-bearing assets comprised cash balances and unsecured loans, which earned interest at floating rates. See note 26.
Capital risk management
The Company monitors capital which comprises all components of equity (i.e., share capital, share premium and retained earnings/losses). See note 30.
5. Critical accounting estimates and judgements
The preparation of the financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Information about such judgements and estimates are contained in the accounting policies and/or the notes to the consolidated financial statements. Areas of judgement that have the most significant effect on the amounts recognised in the consolidated financial statements are as follows:
Recyclus accounted for as a Subsidiary
On 26 August 2021, the Company acquired 49% of a battery-recycling business, Recyclus Group Ltd (‘Recyclus’) for nil consideration (the percentage now held, being 48.35% reflects the impact of dilution after a fundraise by Recyclus).
The determination of whether the Company controls Recyclus, notwithstanding its sub-50% interest, is a significant judgement. The Directors have assessed the requirements of IFRS 10, having particular regard to the common directorship arrangements and the extent of Recyclus' financial dependency on the Company, and have concluded that the Company has controlled Recyclus since the date of acquisition. Recyclus is accordingly consolidated as a subsidiary.
In prior periods, this judgement was assessed differently and Recyclus was accounted for as an associate under IAS 28.
Following a limited scope review by the Corporate Reporting Review Team of the FRC in May 2024, the Directors re-assessed the treatment and concluded that control existed from the date of acquisition. The comparative figures have been restated in accordance with IAS 8, with the acquisition accounted for under IFRS 3. Full details of the basis for this judgement, the FRC review, and the financial impact of the restatement are set out in note 36.
Loan to Recyclus - see note 31 and note 36
Determination as to whether the loan to Recyclus is recoverable involves management estimates and judgement. Management reviewed the cashflow forecasts of the subsidiary to determine whether an impairment of the loan is required. The Company has considered a range of sensitivities in respect of sales, cost of sales and discount rates and has assumed that the relevant environmental permits will be issued to enable the achievement of sales. The Company has concluded that there is considerable headroom over the carrying value of the loan provided commercial production can be achieved.
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Classification of the loan involves a further significant judgement. The loan contains a conversion feature which the Directors have concluded does not meet the Solely Payments of Principal and Interest ('SPPI') condition under IFRS 9. The loan is accordingly measured at fair value through profit or loss rather than at amortised cost. The loan has been valued by a third-party expert for all periods presented. Full details of the SPPI assessment and the restatement of the loan from amortised cost are set out in notes 21 and 36.
Valuation of warrants and share options – see note 31
The Company estimates the fair value of the future liability relating to issued warrants and share options using the Black-Scholes pricing model taking into account the terms and conditions upon which the warrants and share options were issued, if the warrant or share option was granted on its own.
Unquoted financial assets – see note 18
The Company holds certain unquoted investments which are held at fair value through other comprehensive income in the financial statements. The determination of whether the carrying amount of these investments, currently being cost, approximates their fair value requires significant estimates and judgments by management. The following describes the basis and considerations made by management in this determination:
Operating activities and future plans of the Investee: Management reviewed the operating activities and future plans of the investees. The information provided evidence to support the view that the fair value has not significantly changed from cost.
Market and Economic Indicators: Management considered relevant market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments.
Impairment Indicators: Management continuously evaluates for any indications of impairment. If there were any external or internal indicators suggesting that the investment might be impaired, a detailed impairment assessment would be undertaken.
Impairment of exploration and evaluation costs – see note 17
Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates. Management uses the following triggers to assess whether impairment has occurred (the list is not exhaustive):
• | The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed. |
• | Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned. |
• | Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area. |
• | Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full on successful development or by sale. |
The Management used the above triggers to evaluate each mineral exploration licence held by the group and determined carrying value of the mineral exploration licences did not need to be impaired.
Assets held for sale – see note 22
The classification of assets (or disposal groups) as held for sale involves the use of significant judgements in assessing whether the criteria set out under IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations are met. For the financial year ended 30 June 2024, management has applied
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critical judgements to determine whether a specific disposal group should be classified as held for sale based on the status and timing of a negotiated sale agreement. That asset has been disposed of in the reporting year. More details on classification and measurement of this transaction is given in 2024 annual report.
Judgement Applied in Classification of Derivative as Equity or Liability
The Group issues convertible loans (CLNs) with embedded derivative features, which necessitates significant judgement in determining the classification of the derivative as either equity or a financial liability. This judgement considers the contractual terms of the conversion option, assessing whether the derivative meets the criteria for classification as equity. Where classified as a derivative financial liability (DFL), it is held at fair value through profit or loss (FVTPL), whereas derivatives classified as equity are not remeasured after initial recognition.
Judgement Applied in Selection of Valuation Method
For convertible loans where the embedded derivative is classified as equity, the Group applies a net present value (NPV) approach to the valuation of the CLNs. Conversely, for CLNs where the embedded derivative is classified as a financial liability, an option-pricing model is applied to determine fair value, considering the complex terms and variability of the conversion feature.
Estimation Applied in Valuation of Derivative Financial Liability
For CLNs classified as containing a DFL held at FVTPL, the Group uses a Monte Carlo simulation model to estimate the fair value of the DFL on initial recognition, at each reporting date, and upon conversion events. This approach is deemed appropriate due to the simulation’s ability to model a range of possible outcomes, capturing the inherent variability in conversion terms and share price volatility. Key inputs in the Monte Carlo model include the Company’s share price, share price volatility, the risk-free interest rate, and assumptions regarding the timing and probability of conversion.
Changes in any of these assumptions may significantly impact the fair value of the derivative liability, potentially resulting in profit or loss variations. Management regularly reassesses these inputs, utilising historical data and market-based assumptions to ensure that the fair value estimation reflects the economic substance of the convertible instrument.
6. Operating Segments
In accordance with IFRS 8 ‘Operational Segments,’ the Group determines and presents operating segments based on the information that is provided internally to the Executive Directors, who are the Group's chief operating decision makers (“CODM”). The operating segments are aggregated if they meet certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, and is:
a) | Expected to generate revenues and incur expenses. |
b) | Regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance. |
c) | For which discrete financial information is available. |
Based on the above criteria, the Group has identified its reportable segments as:
• | Mineral Exploration: This segment is engaged in the exploration and assessment of mineral deposits. |
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• | Battery Recycling: This segment is involved in the recycling of batteries to recover valuable materials. |
• | Other: This segment includes expenditure, corporate assets and corporate liabilities that are managed on a group basis. |
Measurement:
The CODM assesses the performance of the operating segments based on a measure of operating profit/loss. Interest income and expenditure are not included in the results for each operating segment that is reviewed by the CODM.
Below is a summary of the Group's results, assets and liabilities by reportable segment as presented to the Executive Board.
Mineral | Battery | Other | |||
exploration | recycling | Total | |||
£000 | £000 | £000 | £000 | ||
Year ended 30 June 2025 | |||||
Revenue | - | 1,499 | - | 1,499 | |
Gross profit | - | (358) | - | (358) | |
Operating expenses | (346) | (2,926) | (11,445) | (14,717) | |
Total segment operating loss | (346) | (1,785) | (11,445) | (13,576) | |
Year ended 30 June 2024 (restated) | |||||
Revenue | - | 547 | - | 547 | |
Gross profit | - | (242) | - | (242) | |
Operating expenses | (354) | (2,627) | (4,830) | (7,811) | |
Total segment operating loss | (354) | (2,322) | (4,830) | (7,506) | |
Total segment assets | |||||
At 30 June 2025 | 6,691 | 4,935 | 493 | 12,119 | |
At 30 June 2024 (restated) | 15,197 | 5,086 | 1,326 | 21,609 | |
At 30 June 2023 (restated) | 15,359 | 4,739 | 2,053 | 22,152 | |
Total segment liabilities | |||||
At 30 June 2025 | (17) | (4,124) | (8,379) | (12,520) | |
At 30 June 2024 (restated) | (34) | (2,695) | (7,024) | (9,753) | |
At 1 July 2023 (restated) | (37) | (2,211) | (2,188) | (4,436) |
7. Administrative expenses
Restated | ||
2025 | 2024 | |
£000 | £000 | |
Legal and professional fees | 839 | 1,511 |
Employee benefit expense | 2,412 | 2,234 |
Share-based payment charge | 45 | 102 |
Advertising and marketing | 123 | 247 |
Audit and tax | 282 | 99 |
Depreciation | 2 | 243 |
Other operating expenses | 1,281 | 702 |
4,983 | 5,138 |
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8. Auditors’ remuneration
Restated | ||
2025 | 2024 | |
£000 | £000 | |
Fees payable for the audit of the Group | 165 | 99 |
165 | 99 |
9. Employees and Directors
During the period key management personnel were the Directors of the Company.
The average number of persons employed by the Group during the period (including Directors that receive remuneration) was 35 (2024 (restated): 18).
The following table sets out the total employee and Director costs.
Restated | ||
2025 | 2024 | |
£000 | £000 | |
Director and consulting fees* | 799 | 838 |
Wages and salaries* | 1,348 | 1,086 |
Share based payment charge | 45 | 102 |
Social security costs | 265 | 208 |
2,457 | 2,234 |
The Directors’ remuneration is set out in the Directors’ Remuneration Report on page 42.
10. Other income
Restated | ||
2025 | 2024 | |
£000 | £000 | |
Grants received | 316 | 367 |
Other | 27 | 3 |
343 | 370 |
11. Net finance costs
2025 | Restated | |
Other finance costs | 2024 | |
£000 | £000 | |
Interest expense | ||
Interest on CLN's (note 29) | 924 | 984 |
Penalty interest on CLNs | 593 | 181 |
Interest on other loans (note 29) | 129 | 226 |
Other Interest costs | 203 | 59 |
Total interest expense | 1,849 | 1,450 |
Loss on fair value movement of derivative financial liability | ||
(Note 29) | 313 | 228 |
Net finance loss | 2,162 | 1,678 |
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12. Loss on sale of Idaho subsidiaries
On 30 August 2024, the Company entered into a heads of agreement by which Bluebird Metals LLC acquired a further 70% interest in the Company’s copper-cobalt interest in Idaho, USA. At 30 June 2025 the subsidiaries are no longer consolidated into the Group.
The Company sold 70% of its previous 90% holding in two of its subsidiaries, Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited, reducing its interest in the Idaho (USA) project to 20% in each of the two companies. The 20% holding represents significant interest and therefore they were treated as associates and accounted for in line with the IAS 28 requirements on 30 June 2025. Retained interest on the Idaho assets was recognised in the amount of £293k at the market value of the future licence payments. After the year end, Bluebird Metals LLC acquired a further 10% interest in the Idaho subsidiaries by settling land fees due.
Former loans to these subsidiaries in the total amount of £919k were reclassified to Loans to related party and written off in full upon impairment review on 30 June 2025.
Gain on sale of subsidiaries
On 4 February 2025, the Company announced that it had completed the sale of 100% of the issued share capital of LRH Resources Limited (“LRH") held by the Company to European Lithium to its joint venture partner, Global Battery Metals Ltd ("GBML"). Technology Minerals received 1,371,742 shares held by European Lithium in Critical Metals Corp (Nasdaq: CRML) ("CRML"), valued at US$10 million as of 22 April 2024, based on 90% of the closing market price of the shares on the day before the signing of the Heads of Agreement (the "Consideration Shares").
Technology Minerals transferred 284,362 of the Consideration Shares to GBML as part of the Settlement Agreement. The Consideration Shares were be locked in and held in escrow until 28 February 2025. All assets and liabilities related to this sale were carried as Assets held for sale and Liabilities directly associated with assets held for sale in the annual accounts for the period ended 30 June 2024. This sale resulted in a gain of £433k recognised by the in the consolidated statement of comprehensive income.
13. Loss on change in value in FVTPL financial asset
In the reporting year, the Company sold LRH Resources Limited. As a purchase consideration for that sale Technology Minerals received 1,371,742 shares held by European Lithium in Critical Metals Corp (Nasdaq: CRML) ("CRML"). The Company later partially disposed CRML shares, which resulted in a total loss on disposal of those shares recognised in the Statement of Comprehensive income in the amount of £134k (2024: £nil).
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14. Taxation
As restated | ||
2025 | 2024 | |
£000 | £000 | |
Current tax | - | - |
Deferred tax | - | - |
Total income tax expense | - | - |
2025 | As restated | |
2024 | ||
£000 | £000 | |
Loss before tax from continuing operations | (13,576) | (7,506) |
Profit/(loss) before tax from discontinued operations | - | 13 |
Loss for the year | (13,576) | (7,493) |
Tax using the Company's domestic tax rate 25% (25%) | (3,394) | (1,873) |
Effect of non-deductible expenses | 103 | 545 |
Utilisation of tax losses | (5) | (5) |
Differences in overseas tax rates | (5) | 5 |
Tax losses carried forward | 3,301 | 1,328 |
Total tax expense | - | - |
Effective tax rate
The effective tax rate was 25% (2024: 25%). Tax charges are affected by the mix of profits and tax jurisdictions in which the Group operates. The impact of unrecognised tax losses and non-deductible items increases the Group’s overall effective tax rate.
At the year end, the Group had estimated tax losses of £19,317,000 (2024 as restated: £7,560,000) available for carry forward against future trading profits. The tax losses would have resulted in an additional deferred tax asset of £4,829,000 (2024 as restated: £1,890,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.
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15. Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
Restated | ||
2025 | 2024 | |
£000 | £000 | |
(Loss) for the year attributable to equity holders of the company | (12,644) | (6,305) |
Continuing operations | ||
Discontinued operations | - | 13 |
Total loss for the year from operations attributable to equity | ||
holders of the parent | (12,644) | (6,292) |
Weighted average number of ordinary shares in issue | 2,084,199,948 | 1,527,518,534 |
Basic and fully diluted loss per share in pence | ||
- from continuing operations (restated) | (0.61) | (0.41) |
- from discontinued operations | - | - |
Total EPS from operations (restated), pence | (0.61) | (0.41) |
As the Company has not generated a net profit for either the reporting period or the prior year, diluted EPS is not stated.
16. Property, plant and equipment
Group
Plant & | Office | Leasehold | Right-of- | ||
machinery | equipment | improvements | use assets | Total | |
Cost | £'000 | £000 | £'000 | £'000 | £000 |
1 July 2023 (as previously | - | 8 | - | - | 8 |
reported) | |||||
Adjustment (note 36) | 2,711 | 21 | 353 | 1,267 | 4,352 |
1 July 2023 (restated) | 2,711 | 29 | 353 | 1,267 | 4,360 |
Additions (restated) | 36 | 22 | 569 | - | 627 |
30 June 2024 (restated) | 2,747 | 51 | 922 | 1,267 | 4,987 |
Additions | 45 | 1 | - | - | 46 |
30 June 2025 | 2,792 | 52 | 922 | 1,267 | 5,033 |
Depreciation | |||||
1 July 2023 (as previously | |||||
reported) | - | (4) | - | - | (4) |
Adjustment (note 36) | - | (7) | - | (217) | (224) |
1 July 2023 (restated) | - | (11) | - | (217) | (228) |
Depreciation charge | (92) | (13) | (12) | (126) | (243) |
30 June 2024 | (92) | (24) | (12) | (343) | (471) |
Depreciation charge | (136) | (13) | (84) | (127) | (360) |
30 June 2025 | (228) | (37) | (96) | (470) | (831) |
Net book value 30 June 2025 | 2,564 | 15 | 826 | 797 | 4,202 |
Net book value 30 June 2024 | |||||
(restated) | 2,655 | 27 | 910 | 924 | 4,516 |
Net book value 1 July 2023 | |||||
(restated) | 2,711 | 18 | 353 | 1,050 | 4,132 |
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Right-of-use assets
The group leases 2 properties, one in Tipton and the other Wolverhampton. Both leases have a duration of 10 years. The lease payments on the Tipton property increase by 2.5% per annum. The lease payments on the Wolverhampton property remain the same for the duration of the lease. See note 28 for further details on the lease liabilities recognised in respect of these properties.
Property, plant and equipment – Company
Office | ||
equipment | Total | |
Cost | £000 | £000 |
1 July 2023 | 3 | 3 |
Additions | 2 | 2 |
30 June 2024 | 5 | 5 |
Additions | - | - |
30 June 2025 | 5 | 5 |
Depreciation | ||
1 July 2023 | (1) | (1) |
Depreciation charge | (1) | (1) |
30 June 2024 | (2) | (2) |
Depreciation charge | (2) | (2) |
30 June 2025 | (4) | (4) |
Net book value 30 June 2025 | 1 | 1 |
Net book value 30 June 2024 | 3 | 3 |
Net book value 30 June 2023 | 2 | 2 |
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17. Intangible assets
Mineral | |||
exploration | Battery Box | Total | |
Cost | £000 | £000 | £000 |
1 July 2023 (as previously reported) | 15,789 | - | 15,789 |
Adjustment | - | 82 | 82 |
1 July 2023 (restated) | 15,789 | 82 | 15,871 |
Additions | 406 | 36 | 442 |
Transferred to asset held for sale | (889) | - | (889) |
FX | (8) | - | (8) |
Impairment | (163) | - | (163) |
Disposals | - | - | - |
30 June 2024 (restated) | 15,135 | 118 | 15,253 |
Additions | 20 | - | 20 |
FX | (82) | - | (82) |
Impairment | (310) | - | (310) |
Disposed of on sale of Idaho subsidiaries (note 12) | (8,248) | - | (8,248) |
30 June 2025 | 6,515 | 118 | 6,633 |
Accumulated amortisation | |||
1 July 2023 (as previously reported) | - | - | - |
Adjustment | - | - | - |
1 July 2023 (restated) | - | - | - |
Amortisation | - | - | - |
30 June 2024 (restated) | - | - | - |
Amortisation | - | - | - |
30 June 2025 | - | - | - |
Net book value 30 June 2025 | 6,515 | 118 | 6,633 |
Net book value 30 June 2024 (restated) | 15,135 | 118 | 15,253 |
Net book value 30 June 2023 (restated) | 15,789 | 82 | 15,871 |
The intangible asset “Battery box”, storage and transportation boxes for lithium-ion batteries, are amortised over 5 years commencing from the date of commercial production in 2023.
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18. Financial assets measured at Fair Value through Other Comprehensive Income
The Group holds certain equity investments that are not held for trading purposes. Management has elected to classify these investments as being measured at fair value through other comprehensive income (“FVOCI”) because these equities represent investments that the Group intends to hold for the foreseeable future for strategic purposes.
Group | Company | |
£000 | £000 | |
1 July 2023 | 1,221 | 1,219 |
Additions | - | - |
Impairment | (1,189) | (1,189) |
FX | (2) | - |
Fair value gains/(losses) recognised in OCI | - | - |
30 June 2024 and 30 June 2025 | 30 | 30 |
The financial assets at FVOCI are measured based on level three inputs of the fair value hierarchy i.e. unobservable inputs, used when relevant observable inputs are not available. Management determined the fair value by reviewing the operating activities and future plans of the investee and by taking into consideration the market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments.
19. Investment in subsidiaries
Investment in subsidiaries – Company
Company | |
£000 | |
1 June 2023 (restated) | 14,905 |
Additions/disposals | - |
Transfer of asset held for sale (note 22) | (605) |
30 June 2024 (restated) | 14,300 |
Disposal of Idaho subsidiaries | (7,560) |
30 June 2025 | 6,740 |
On 30 August 2024, the Group entered into a heads of agreement by which Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings Corporation and 70% in Technology Minerals Idaho Limited, the Company’s copper-cobalt interests in Idaho, USA.
In April 2024, the Group agreed to sell LRH, which was sold during the reporting period, please see note 22 for more information.
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As at 30 June 2025, the Company held interests in the following companies:
2025 | 2024 | |||
Country of | Proportion | Proportion | Nature of | |
Company | registration | held | held | business |
Techmin Limited 18 Savile Row, London, England, W1S 3PW | United Kingdom | 100% | 100% | Mineral exploration |
Onshore Energy Limited 18 Savile Row, London, England, W1S 3PW | United Kingdom | 100% | 100% | Mineral exploration |
Cornish Battery Metals Ltd 18 Savile Row, London, England, W1S 3PW | United Kingdom | 100% | 100% | Mineral exploration |
Emperium 1 Holdings Corporation 10100, Santa Monica Boulevard #300, Century City, Los Angeles, CA90067 | USA | 20% | 90% | Mineral exploration |
Technology Minerals Idaho Limited 10100, Santa Monica Boulevard #300, Century City, Los Angeles, CA90067 | USA | 20% | 90% | Mineral exploration |
Technology Minerals (Ireland) Limited Unit 23b, Liosban Business Park, Tuam Road, Galway, Ireland. | Ireland | 100% | - | Mineral exploration |
Asturmet Recursos S.L. Avenida de Galicia, Oviedo Asturias, SPAIN | Spain | 100% | 100% | Mineral exploration |
Technology Minerals Cameroon Limited PO Box 666 Yaounde Cameroon | Cameroon | 100% | 100% | Mineral exploration |
Technology Minerals Cameroon Limited 18 Savile Row, London, England, W1S 3PQ | United Kingdom | 100% | 100% | Dormant |
Recyclus Group Limited Lincoln Street, Wolverhampton, England, WV10 0DX | United Kingdom | 48.35% | 48.35% | Battery Recycling |
Libatt Recycling Limited Lincoln Street, Wolverhampton, England, WV10 | United Kingdom | 100%* | 100%* | Battery Recycling |
Halo Battery Recycling Limited Lincoln Street, Wolverhampton, England, WV10 0DX | United Kingdom | 100%* | 100%* | Battery Recycling |
Libox Ltd, Lincoln Street, Wolverhampton, England, WV10 0DX | United Kingdom | 100%* | 100%* | Battery Recycling |
*Subsidiaries held indirectly via Recyclus Group Limited
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LRH Resources Ltd has been classified as held for sale in FY 2024 and subsequently sold in the reporting period.
Restatement and acquisition accounting for Recyclus Group
On 26 August 2021, the Company acquired 49% of Recyclus Group Ltd ('Recyclus') for nil consideration (the percentage now held, being 48.35%, reflects the impact of dilution after a fundraise by Recyclus).
Notwithstanding the sub-50% interest, the Directors have concluded that the Company has controlled Recyclus since the date of acquisition, having assessed the requirements of IFRS 10. In prior periods, Recyclus was accounted for as an associate; following a reassessment prompted by a limited scope review by the FRC in May 2024, the comparative figures have been restated in accordance with IAS 8 and the acquisition accounted for under IFRS 3. Full details of the control assessment, the FRC review, and the financial impact of the restatement are set out in note 36.
Pre- | ||||
acquisition | ||||
carrying | Fair value | |||
value | adjustments | Total | ||
£000 | £000 | £000 | ||
Property, plant and equipment | 668 | - | 668 | |
Trade and other receivables | 715 | (512) | 203 | |
Cash and cash equivalents | 18 | - | 18 | |
Trade and other payables | ||||
- | of them payable to TM1 | (1,618) | 101 | (1,517) |
- | external trade and other payables | (11) | (11) | |
Borrowings | (255) | (18) | (272) | |
Lease Liability | (1) | (1) | ||
Total identifiable net liabilities at fair value | (484) | (429) | (913) | |
Consideration paid | - | |||
NCI arising on acquisition (calculated using the proportionate interest method) | (465) | |||
Goodwill arising on acquisition | 447 | |||
The payable to the Company in Recyclus’ accounts of £1,618k was a commercial-terms interest-bearing loan, it was not settled or forgiven at the acquisition date and is expected to be repaid in due course.
Goodwill of £447k was reviewed for impairment at 30 June 2022 and written off in full in the Consolidated Statement of Comprehensive Income in the FY2022.
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20. Investment in associates
Restated | Restated | |
Group | Company | |
£’000 | £000 | |
1 July 2023 (restated) | - | - |
Group’s share of loss | - | - |
30 June 2024 (restated) | - | - |
Transfer from investment in subsidiaries upon 70% interest sale | 293 | 293 |
Group’s share of loss | - | - |
30 June 2025 | 293 | 293 |
On 30 August 2024, the Group entered into a heads of agreement by which Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings Corporation and a further 70% interest in Technology Minerals Idaho Limited, the Company’s copper-cobalt interests in Idaho, USA. Both subsidiaries were previously accounted for under IFRS 10. After the sale on 28 February 2025, the Group holds 20% in each company, which the Directors consider to represent significant influence, and from that date both former subsidiaries were accounted under IAS 28. Following the sale and up to 30 June 2025 there was an immaterial share of loss of the associate.
21. Loans to subsidiaries - Company
During the period the Company provided an unsecured loan to its subsidiary Recyclus Group Limited which was initially recognised at amortised cost. Upon review, the Group has determined that this loan does not meet the SPPI test under IFRS 9 and therefore the entire hybrid instrument should be classified as a fair value through profit and loss (FVTPL) financial instrument and carried at fair value since inception. The loan value was restated fully retrospectively as described in note 36.
Company | £000 |
1 July 2023 (as previously restated) carried at amortised cost | 5,185 |
Adjustment to remove the effects of loan split accounting and fair value adjustment | 151 |
1 July 2023 (as restated) – carried at FVTPL | 5,336 |
Drawdowns | 2,555 |
Repayments | (395) |
Management fees | 20 |
Accrued interest | 237 |
Change in the fair value of the loan | (1,235) |
30 June 2024 (as restated) | 6,518 |
Drawdowns | 259 |
Repayments | (67) |
Management fees | 102 |
Accrued interest | 281 |
Change in the fair value of the loan | 200 |
30 June 2025 | 7,293 |
The loan to Recyclus generally bears 2.5% interest per annum. The loan is repayable in monthly instalments when funds are available and if repayments are not made then the Company is entitled to additional interest of 2%, which has been accrued in the reporting year in the amount of £65k (2024: £32k, 2023: £8k).
22. Assets held for sale
In April 2024, the Company signed a binding heads of agreement to sell 100% of LRH to European Lithium (‘Proposed Transaction’), which includes 100% of its rights, title and interest in the following:
• | the 23 licences that comprise the Leinster Lithium Project (the "Licences") (see Table 1 below); |
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| all associated technical information, including geological, geochemical and geophysical reports, surveys, mosaics, aerial photographs, samples, drill core, drill logs, drill pulp, assay results, maps and plans, whether in physical, written or electronic form relating to the Licences; and |
| statutory licences, approvals, consents, authorisations, rights or permits relating to the Licences. |
The Company retained LRH's 100% interest in the Asturmet Ni-Cu-Co Project in, N. Spain, which will be held through a wholly owned subsidiary, Technology Minerals (Ireland) Limited, which was incorporated following the year-end.
The sale agreement was signed on 24 November 2024. Completion of the transaction is conditional upon completion of due diligence by European Lithium as soon as practicable, Technology Minerals and CRML and its shareholders agreeing the detailed terms of the escrow, and European Lithium obtaining any necessary third-party approvals or consents to complete the transaction. More information about the transaction is disclosed in Note 22.
Technology Minerals is obliged to maintain the tenements in good standing and meet all obligations in respect of the licences up until completion.
Accordingly, on 30 June 2024, LRH has been reclassified from ‘Investment in Subsidiaries’ to ‘Assets Held for Sale’. See Notes 3 and 5 for further information on the accounting treatment applied to an Asset Held for Sale.
Assets and liabilities held for sale as at 30 June 2024
Group | Company | |
£000 | £000 | |
Non-current assets | ||
Intangible assets | 889 | - |
Financial assets | 2 | - |
Investment in subsidiaries | - | 605 |
891 | 605 | |
Current assets | ||
Trade and other receivables | 14 | - |
Total assets held for sale | 905 | 605 |
Current liabilities | ||
Trade and other payables | 27 | - |
Liabilities directly associated with assets held for sale | 27 | - |
23. Inventory
Group | Company | Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Raw materials and consumables | - | - | 120 | - | 150 | - |
- | - | 120 | - | 150 | - |
During the year £109k (2024: £150k and 2023: £67k) of raw materials and consumables were expensed.
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24. Trade and other receivables
. | Group | Group | ||||
Group | Company | 2024 | Company | 2023 | Company | |
2025 | 2025 | restated | 2024 | restated | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Non-current assets | ||||||
Amounts due from subsidiaries | - | 1,663 | - | 3,087 | - | 2,452 |
- | 1,663 | - | 3,087 | - | 2,452 | |
Current assets | ||||||
Trade receivables | 417 | - | 38 | - | 34 | - |
Other debtors | 86 | 7 | 452 | 369 | 213 | 1 |
VAT receivable | 85 | 47 | 103 | 34 | 91 | 28 |
Prepayments and accrued income | 79 | 20 | 169 | 20 | 61 | 52 |
667 | 74 | 762 | 423 | 399 | 81 |
As a result of the sale of further 70% stake in the Company’s Idaho assets (note 12), the remaining 20% interests in the two entities were reclassified from subsidiaries to associates. At 30 June 2025, the receivables from these two entities were impaired in full. See note 34 for details of the amounts due from subsidiaries.
25. Financial assets held at fair value through profit and loss (FVTPL)
Group | Group | |||||
Group | Company | 2024 | Company | 2023 | Company | |
2025 | 2025 | restated | 2024 | restated | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Loan to subsidiary (Note 21) | - | 7,293 | - | 6,518 | - | 5,336 |
Total long-term financial assets FVTPL | - | 7,293 | - | 6,518 | - | 5,336 |
Investments at FVTPL | 189 | 189 | - | - | - | - |
Total financial assets FVTPL | 189 | 189 | - | - | - | - |
The company received 1,371,742 shares in Critical Metals Corp ("CRML"), as consideration for the sale of its subsidiary LRH (Note 22). Net number received was 861,833 shares, the difference was withheld as introducer’s fees. The consideration was valued at US$10 million as of 22 April 2024, based on 90% of the closing market price of the shares on the day before the signing of the Heads of Agreement (the "Consideration Shares"). The Company later partially disposed CRML shares, which resulted in a total loss on disposal of those shares recognised in the Statement of Comprehensive income in the amount of £134k (2024: £nil).
Group and Company | Number of shares | Fair value £000 |
1 July 2023 and 30 June 2024 (as restated) | - | - |
Net number of shares received as consideration 28 February 2025 | 861,833 | 1,325 |
Sale of shares during the year | (789,248) | (1,213) |
Increase in fair value due to change in share price | - | 78 |
30 June 2025 | 72,585 | 189 |
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26. Cash and cash equivalent
Restated | Restated | |||||
Group | Company | Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Cash and cash equivalents | 104 | - | 23 | 1 | 379 | - |
104 | - | 23 | 1 | 379 | - |
The majority of the Group’s funds are held with Revolut Ltd, which is authorised by the Financial Conduct Authority as an electronic money institution under the Electronic Money Regulations 2011. Revolut Ltd is not a deposit-taking bank and customer funds are safeguarded in accordance with those regulations. As at 30 June 2025, Revolut Ltd was not a bank, and balances held with it were not, during the year ended 30 June 2025, covered by the Financial Services Compensation Scheme and the entity did not have an external credit rating.
27. Trade and other payables
Restated | Restated | Restated | Restated | |||
Group | Company | Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Current liabilities | ||||||
Trade and other payables | 1,730 | 1,024 | 1,114 | 598 | 406 | 200 |
Taxation and social security | 1,339 | 221 | 575 | 156 | 311 | 104 |
Accruals | 1,746 | 1,648 | 755 | 737 | 188 | 98 |
4,816 | 2,893 | 2,444 | 1,491 | 905 | 402 | |
Non-current liabilities | ||||||
Amounts due to subsidiaries | - | 1,124 | - | 1,102 | - | 1,087 |
- | 1,124 | - | 1,102 | - | 1,087 |
See note 34 for details of the amounts due to subsidiaries.
28. Lease Liabilities
Restated | Restated | ||
2025 | 2024 | 2023 | |
£’000 | £000 | £000 | |
Current liability | 120 | 114 | 108 |
Non-current liability | 728 | 849 | 963 |
Total | 848 | 963 | 1,071 |
Amounts repayable: | |||
Within 12 months | 120 | 114 | 108 |
Between 1 and 5 years | 550 | 522 | 636 |
After 5 years | 178 | 327 | 327 |
Total lease liabilities | 848 | 963 | 1,071 |
There were no lease liabilities in the company during the year ended 30 June 2025 (2024 and 2023: Nil).
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29. Borrowings and derivative financial liabilities
Restated | Restated | Restated | Restated | |||
Group | Company | Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Convertible loan notes (see | ||||||
table below) | 4,882 | 4,882 | 4,983 | 4,983 | 1,557 | 1,557 |
Other loans (see table below) | 1,355 | - | 787 | - | 674 | - |
Total borrowings carried at | ||||||
amortised cost | 6,237 | 4,882 | 5,770 | 4,983 | 2,231 | 1,557 |
Current | 6,237 | 4,882 | 3,896 | 3,109 | 298 | - |
Non-current | - | - | 1,874 | 1,874 | 1,933 | 1,557 |
Total borrowings carried at | ||||||
amortised cost | 6,237 | 4,882 | 5,770 | 4,983 | 2,231 | 1,557 |
Derivative financial liability | ||||||
carried at FVTPL | 619 | 619 | 549 | 549 | 230 | 230 |
During the preparation of the financial statements for the year ended 30 June 2025, the Group identified an error in the initial allocation of the CLG and ACM convertible loan note instruments recognised in the prior year. See note 36 for further details.
Post 30 June 2025, the Company announced that it and Fortified Securities Ltd have successfully agreed settlement terms with Jonathan Swann (“Swann”) and Atlas Special Opportunities II, LLC (“ACM”) in respect of their convertible instruments, whereby:
• | Swann’s settlement of £3.3 million is settled by £0.5m in cash, up to £2.5m (or 24.99%) in shares, and the balance as a 24-month secured term loan at 8%, with no conversion rights. The security held comprises: (i) the TM1 Ireland Debenture, which includes security over the Company’s Spanish projects and incorporates the TM1 Cameroon Pledge in respect of the Company’s Cameroon project (together, the “Project Security”); and (ii) the Halo Chattels Mortgage. |
• | ACM settlement of £1.7 million is settled by £1.5m in cash and £0.2m in shares under the proposed placing. |
Liability component of the CLNs
The Company entered into a number of convertible bond facilities (‘CLNs’). Each of these have been accounted for as a financial liability and for the loan element were carried at amortised cost using effective interest rate method, and the conversion feature reclassified at inception into an equity element or embedded derivative liability being the fair value of the convertible feature. Details of the CLNs issued are described below.
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Liability component of convertible loan notes | Group 2025 | Company 2025 | Group Restated 2024 | Company Restated 2024 |
£’000 | £’000 | £’000 | £’000 | |
At the start of the reporting year | 4,983 | 4,983 | 1,557 | 1,557 |
Draw down on the loan | - | - | 4,335 | 4,335 |
Transactions costs | - | - | (345) | (345) |
Interest expense (note 11) | 924 | 924 | 984 | 984 |
Repayments in cash | (322) | (322) | (61) | (61) |
Repayment via conversion into the Company’s ordinary shares (note 30) | (707) | (707) | (319 | (319) |
Reclassified into DFL | - | - | (451) | (451) |
Reclassified to Other debtors | 4 | 4 | - | - |
Reclassified as Equity element of the convertible loan notes | - | - | (717) | (717) |
At 30 June | 4,882 | 4,882 | 4,983 | 4,983 |
During the year ended 30 June 2025, £422,000 of ACM tranche 1 was converted into 425,366,970 Ordinary Shares of £0.001 each and £13,479 of interest payable was settled by issuing 13,479,440 Ordinary Shares of £0.001 each. See note 30 for information on loan conversions and drawdowns that occurred after 30 June 2024.
Convertible bonds issued during the year ended 30 June 2024 (restated):
The table below presents the original principal amounts of convertible bonds issued during the year. These amounts represent the initial recognition of each instrument at the issue date and have been subsequently allocated into their respective components in the financial statements, including liability, derivative, equity, and warrant elements, in accordance with applicable accounting standards.
Fair value | |||||||
Embedded | of | ||||||
Original | Annual | Debt at | Derivative | derivative | warrants at | ||
amount | Interest | amortised | financial | classified | amortised | ||
Repayment | borrowed | rate | cost | liability | as equity | cost | |
Issue date | date | £000s | % | £000s | £000s | £000s | £000s |
04/07/2023 | See below | 500 | 12% | 482 | - | 18 | - |
31/08/2023 | See below | 735 | 12% | 301 | - | 49 | 385 |
03/01/2024 | 03/01/2026 | 600 | 8.25% | 499 | 33 | - | 68 |
22/03/2024 | 22/03/2027 | 1,500 | 10.25% | 1,121 | 240 | - | 139 |
30/05/2024 | 30/05/2027 | 600 | 10.25% | 439 | 101 | - | 60 |
28/06/2024 | 28/06/2027 | 400 | 10.25% | 294 | 77 | - | 29 |
Total | 4,335 | 3,136 | 451 | 67 | 681 |
4 July 2023 - £500,000 convertible bonds
The company raised £500,000 from the issue of convertible bonds with a 12% annual interest rate and a repayment date of 4 January 2024. Conversion of the bonds into shares in the Company can occur from 6 months from the issue date at a price of 1.8 pence per share. As the conversion ratio is fixed the embedded derivative has been classified as equity. On 4 January 2024, it was agreed with the bondholder to extend the redemption date to 4 July 2024. As part of the extension the interest rate was
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increased to 15% per annum. Post year end, a revised repayment schedule has been agreed with the lender to repay the amount due plus accrued interest in monthly instalments.
31 August 2023 – £735,000 convertible bonds
The company raised £735,000 from the issue of convertible bonds with a 12% annual interest rate and a repayment date of 31 August 2024. Conversion of the bonds into shares in the Company can occur from 6 months from the issue date at a price of 1.4 pence per share. As the conversion ratio is fixed the embedded derivative has been classified as equity. In addition, 73,500,000 share warrants were issued as part of this facility see not note 31 for further information.
3 January 2024 - £600,000 convertible bonds
On 3 January 2024, the Company entered into a convertible bond facility with CLG Capital LLC for £5 million, drawable in agreed tranches. The bonds are repayable within 2 years from drawdown and have an annual interest rate of 3% fixed plus the prevailing Bank of England base rate (as at the date immediately preceding the publication of this report, 5%). Conversion of the bonds into shares in the Company can occur from 40 days from the issue date. The conversion price is set at 95% of the average of the Volume Weighted Average Price (VWAP) of the shares over three (3) trading days chosen by the bondholder, during the ten (10) consecutive trading days prior to the Company receiving a conversion notice from the bondholder. As the conversion ratio is variable, the embedded derivative has been classified as a derivative financial liability at fair value through profit and loss (FVTPL).
At the 30 June 2024, a gross amount of £600,000 had been drawn down from the convertible bond facility with CLG Capital LLC and share warrants over an aggregate of 18,126,495 Ordinary shares had been issued. The number of warrants issued had been calculated on the expectation of £1 million having been drawn and has therefore since been adjusted down to 10,117,429. See note 31 for further details on the share warrants.
20 March 2024 - £5.5 million convertible bond facility
On 20 March 2024, the Company entered into a Convertible Bond Facility with Atlas Capital Markets (‘ACM’) in the total amount of £5.5 million, drawable in agreed tranches. Share warrants attach to each drawdown. The annual interest rate is 5% fixed plus the prevailing Bank of England base rate (as at the date immediately preceding the publication of this report, 5%). Conversion of the bonds into shares in the Company can occur from 20 days from the issue date. The conversion price is set at 90% of the average of the VWAP of the shares over three (3) trading days chosen by the bondholder during the twenty (20) consecutive trading days prior to the Company receiving a conversion notice from the bondholder. As the conversion ratio is variable, the embedded derivative has been classified as a derivative financial liability at fair value through profit and loss (FVTPL).
The following tranches have been drawn as at 30 June 2024 and 30 June 2025:
Tranche | Issue date | Term | Amount borrowed £000s | Warrants issued | |
1 | 22/03/2024 | 3 years | 1,500 | 21,193,266 | |
2 | 30/05/2024 | 3 years | 600 | 20,469,153 | |
3 | 28/06/2024 | 3 years | 400 | 17,646,955 | |
Total | 2,500 | 59,309,374 |
During the period between 2 May 2024 and 24 June 2024, £420,000 of ACM tranche 1 was converted into 84,950,867 Ordinary Shares of £0.001 each. See note 30 for information on loan conversions and drawdowns that occurred after 30 June 2024.
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For the year ended 30 June 2023
Bond Facility
The bond facility outstanding as at 30 June 2023 was for £1.7m which was accounted for as a financial liability with a related embedded derivative being the fair value of the convertible feature. The host contract is measured at amortised cost and the derivative at fair value through equity.
Interest accrues on this bond at 12% compounding annually. The bond can be converted at any time by the holder at 3.5 pence per share. The repayment date of this bond is 27 March 2025. Post year end, a revised repayment schedule has been agreed with the lender to repay the amount due plus accrued interest in monthly instalments.
The fair value of the warrants issued has been treated as a transaction cost associated with the issuance of the CLNs. This amount has therefore been debited to the CLN and amortised over its term. Additionally, since the warrants have a fixed conversion ratio, they meet the 'fixed-for-fixed' criterion for equity classification and have been credited to equity.
Breach of loan covenants
Unpaid coupon interest
The CLG and ACM bonds require the payment of coupon interest on a monthly basis. If coupon interest is not paid on time, penalty interest becomes due at a rate of 2% per month on the outstanding principal balance. Accordingly, the penalty interest has been accrued and is included in other finance costs. See note 11.
In the year ended 30 June 2025 the Company’s market capitalisation fell below £5 million which caused a breach of the agreement triggering ACM’s option for early redemption and the application of a premium of 20% and additional interest of 20%, plus a discount of 25% to the conversion price. Post year end the Company reached settlement terms whereby £1.7 million is settled by £1.5m in cash and £0.2m in shares under a proposed placing.
Other loans
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£'000 | £'000 | £'000 | £'000 | |
At the start of the reporting year | 787 | - | 674 | - |
Reclassified from Other debtors | - | - | (135) | - |
Draw down on the loan | 1,353 | - | 748 | - |
Interest expense | 129 | - | 226 | - |
Repayments in cash | (914) | - | (726) | - |
At 30 June | 1,355 | - | 787 | - |
Century Cobalt Limited (‘CCL’)
During this period the Group had a loan outstanding with CCL of £544k (2024: £362k, 2023: £134k overpayment reported in Other debtors) at an interest rate of 10% per annum.
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Mega Company Loan
The current liabilities include an unsecured loan of £559k (2024: £381k, 2023: £345k) from Mega Company at interest rate of 12% per annum.
Close Brothers
During the period the Group established a receivables factoring facility with Close Brothers. As at 30 June 2025 the balance repayable on this facility was £234k (2024: nil, 2023: nil) at an interest rate of 2.65% + BoE base rate.
Derivative Financial Liability
The CLG and ACM convertible loan instruments issued during the year ended 30 June 2024, each contain three embedded derivative financial liabilities (DFLs). This DFLs arise from conversion features that allow the holder to convert the loan into a variable number of the Company’s equity instruments based on the market price at the date of conversion and also arises from a default event linked to the market capitalisation of the Group. Due to the variability in conversion terms, the embedded derivative is classified as a financial liability.
Initial recognition and measurement
At initial recognition, the DFL is measured at fair value. The fair value of the DFL at the date of issuance of the convertible loans has been determined using a Monte Carlo simulation model, which considered multiple variables, including:
• | Expected share price volatility |
• | Risk-free interest rate |
• | Expected life of the instrument |
• | Conversion probabilities and potential share price performance |
• | Subsequent measurement |
Subsequent to initial recognition, the DFL is remeasured at fair value at each conversion event and at each reporting date, with any changes in fair value recognised immediately in profit or loss as a financial expense or income.
Critical judgements and key sources of estimation uncertainty
The fair value measurement of the DFL involves significant judgements and estimates, specifically in terms of share price volatility, risk-free rate, and timing of possible conversions. Due to the complexity of the instrument, the Group uses a Monte Carlo simulation, as described in Note 5 - Critical accounting estimates and judgements.
As at 30 June 2025, the fair value of the DFL was as follows:
Group and Company | £000 |
1 July 2023 (as previously reported) | 230 |
Reclassified to equity | (230) |
Initial recognition | 451 |
Derecognition on conversion to equity | (68) |
Fair value through income statement | 166 |
30 June 2024 (as restated) | 549 |
Derecognition on conversion to equity | (126) |
Fair value through income statement | 196 |
30 June 2025 | 619 |
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30. Share capital and share premium
Group and Company | Number of ordinary shares of 0.1p | Share Capital £000 | As restated Share premium £000 |
At 1 July 2023 | 1,513,709,895 | 1,513 | 21,860 |
Share issue - exercise of warrants | 11,062,783 | 11 | 122 |
Share issue - conversion of CLNs | 84,950,867 | 85 | 372 |
Issue costs | - | - | (43) |
At 30 June 2024 | 1,609,723,545 | 1,609 | 22,311 |
Share issue - conversion of CLNs | 438,846,410 | 439 | 217 |
Share issue - for cash | 250,000,000 | 250 | - |
Share issue - settlement of third-party payables | 441,819,760 | 442 | - |
Share issue - settlement of directors' fees | 54,004,500 | 54 | - |
At 30 June 2025 | 2,794,394,215 | 2,794 | 22,528 |
The detailed history of the Company’s share capital the year ended 30 June 2024 is provided in the 2024 Annual Report and Accounts. Transactions related to the year ended 30 June 2025 are as follows:
No. Shares | ||
Date | Transaction | issued |
01/07/2024 | ACM CLN Conversion | 27,328,958 |
22/07/2024 | ACM CLN Conversion | 36,855,036 |
17/09/2024 | ACM CLN Conversion | 31,328,320 |
15/10/2024 | ACM CLN Conversion | 99,854,656 |
10/01/2025 | ACM CLN Conversion | 69,637,480 |
07/04/2025 | ACM CLN Conversion | 10,362,520 |
23/04/2025 | ACM CLN Conversion | 163,479,440 |
21/01/2025 | Cash | 250,000,000 |
21/01/2025 | Settlement of third-party supplier costs | 198,493,000 |
23/04/2025 | Settlement of third-party supplier costs | 243,326,760 |
23/04/2025 | Settlement of directors' fees | 54,004,500 |
31. Share Based Payments
Warrants Issued
No warrants were issued during the year ended 30 June 2025 (2024: 142,926,803).
In the year ended 30 June 2024, the Company issued a number of convertible loans to various third parties. The terms and conditions of some of the convertible loans issued including those issued to CLG and ACM resulted in the issuance of share warrants in the Company as follows:
Aggregate | |||
Number of | fair value | ||
Date | Exercise price | warrants issued | £000 |
31/08/2023 | £0.020000 | 73,500,000 | 385 |
05/01/2024 | £0.018484 | 8,115,162 | 57 |
18/01/2024 | £0.014983 | 2,002,267 | 11 |
20/03/2024 | £0.014200 | 21,193,266 | 139 |
30/05/2024 | £0.005900 | 20,469,153 | 60 |
28/06/2024 | £0.004500 | 17,646,955 | 30 |
Total | 142,926,803 | 682 |
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The fair value of the warrants issued during the year ended 30 June 2024 and all relevant valuation information is disclosed in the annual report for the FY 2024, which is published in the Company’s website. The fair value of the warrants issued in 2024 was £681,000 and has been treated as transaction costs for the issue of the CLNs and is amortised over the term of the CLNs.
Warrants exercised
No warrants were exercised during the year ended 30 June 2025. (2024: 11,062,783 share warrants were exercised at a price of £0.012 each).
At 30 June 2025, the Company had outstanding warrants to subscribe for Ordinary shares as follows:
Warrant | Fair value | |||||
exercise | of individual | |||||
price | Expiry date | warrant | At 01/07/2024 | Issued | Lapsed | At 30/06/2025 |
£0.021672 | 16/12/2024 | £0.005300 | 6,921,527 | - | (6,921,527) | - |
£0.017446 | 30/01/2025 | £0.004600 | 4,298,980 | - | (4,298,980) | - |
£0.016900 | 24/02/2025 | £0.004100 | 5,494,471 | - | (5,494,471) | - |
£0.020000 | 31/08/2025 | £0.005200 | 73,500,000 | - | - | 73,500,000 |
£0.014200 | 20/03/2026 | £0.006600 | 21,193,266 | - | - | 21,193,266 |
£0.005900 | 30/05/2026 | £0.003000 | 20,469,153 | - | - | 20,469,153 |
£0.004500 | 28/06/2026 | £0.001700 | 17,646,955 | - | - | 17,646,955 |
£0.018484 | 05/01/2027 | £0.007000 | 8,115,162 | - | - | 8,115,162 |
£0.014983 | 18/01/2027 | £0.005400 | 2,002,267 | - | - | 2,002,267 |
159,641,781 | - | (16,714,978) | 142,926,803 |
Share options
No share options were issued during the year ended 30 June 2025 or 30 June 2024. £45k (2024: £102k) was expensed in FY2025.
At 30 June 2025, the Company had outstanding share options to subscribe for Ordinary shares as follows:
Fair value | ||||||
of | ||||||
individual | ||||||
Exercise | share | Exercised/ | ||||
price | Expiry date | option | At 01/07/2024 | Issued | lapsed | At 30/06/2025 |
£0.02325 | 13/04/2033 | £0.0192 | 128,534,322 | - | (8,870,760) | 119,663,562 |
128,534,322 | - | (8,870,760) | 119,663,562 |
Information on the share options granted to each Director is shown in the remuneration report.
32. Non-controlling interests
Non-controlling interests that are material to the Group are described below.
These accounts were restated to include Recyclus group (note 36) from when Recyclus group was acquired on 26 August 2021. On that date Techmin acquired control over 49% in the ordinary shares of Recyclus Group Ltd, which acts as a holding company for the RG group, consisting of three companies:
• | Recyclus Group Limited (49% acquired on 26 August 2021; now 48.35%); |
• | Libatt Recycling Limited (indirectly via Recyclus Group Limited); and |
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• | Halo Battery Recycling Limited (indirectly via Recyclus Group Limited). |
On 30 August 2024, the Group entered into a heads-of-agreement by which Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings Corporation and 70% in Technology Minerals Idaho Limited, the Company’s copper-cobalt interests in Idaho, USA. As a result, on 30 June 2025, the Company’s interest in both entities was 20% and they were treated as associates, therefore no relevant non-controlling interest was attributable to their shareholders at the end of the reporting year.
On 30 June 2024 and 30 June 2023, the following details are relevant:
Emperium 1 Holdings Corporation (‘Emperium’)
On 20 May 2022 Technology Minerals Plc sold a 10% interest in its wholly owned subsidiary Emperium, through which it holds its interest in the US cobalt/copper project: the Blackbird Creek Project and the Emperium Project (collectively "the Properties"), to Bluebird Metals LLC, taking the Company’s ownership down to 90%. The consideration received for the 10% disposal was £860,000.
Technology Minerals Idaho Limited (‘TM Idaho’)
Post period, the Company entered into heads of agreement, subject to conditions precedent, by which Bluebird Metals LLC would acquire a further 70% interest in the Company’s cobalt interest in Idaho, USA.
Summarised below is the financial information for Recyclus group, Emperium and TM Idaho, before intragroup eliminations together with the amounts attributable to NCI:
Emperium | Emperium | |||||
Recyclus | Recyclus | Emperium | and TM | and TM | ||
Recyclus | subgroup | subgroup | and TM | Idaho | Idaho | |
subgroup | 2024 | 2023 | Idaho | 2024 | 2023 | |
2025 | restated | restated | 2025 | restated | restated | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Non-current assets | 4,318 | 4,630 | 4,209 | - | 1,024 | 459 |
Current assets | 617 | 456 | 530 | - | - | - |
Non-current liabilities | (848) | (848) | (873) | - | - | - |
Current liabilities | (10,923) | (10,220) | (7,832) | - | (900) | (298) |
Net (liabilities)/assets | (6,836) | (5,982) | (3,966) | - | 124 | 161 |
NCI's share of pre-acquisition | ||||||
losses in FY2022 | (466) | (466) | (466) | - | - | - |
Prior year losses, net of | ||||||
intragroup transactions, | ||||||
attributable to NCI | (2,978) | (1,779) | (662) | 13 | 14 | 25 |
Loss for the year, net of | ||||||
intragroup transactions, | ||||||
attributable to NCI | (922) | (1,199) | (1,116) | (10) | (1) | (11) |
Effects of changes in | ||||||
ownership interests since | ||||||
inception, not resulting in | ||||||
change of control recognised | ||||||
directly in equity | 678 | 678 | 678 | - | - | - |
Effect of disposals, resulting in | ||||||
change of control recognised in | ||||||
equity | - | - | - | (3) | - | - |
NCI at the end of the period | (3,688) | (2,766) | (1,566) | - | 13 | 14 |
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Non-controlling interests (continued)
Emperium | Emperium | |||||
Recyclus | Recyclus | Emperium | and TM | and TM | ||
Recyclus | subgroup | subgroup | and TM | Idaho | Idaho | |
sub-group | 2024 | 2023 | Idaho | 2024 | 2023 | |
2025 | restated | restated | 2025 | restated | restated | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Loss for the year attributable | ||||||
to non-controlling interests | (922) | (1,199) | (1,117) | (10) | (1) | (12) |
Cash flows | ||||||
Operating | (552) | (1,228) | (2,377) | - | - | - |
Investing | (47) | (661) | (451) | - | - | - |
Financing | 631 | 1,835 | 2,726 | - | - | - |
Net (decrease)/increase in | ||||||
cash and cash equivalents | 32 | (54) | (102) | - | - | - |
33. Financial risk management
The Group’s activities expose it to a variety of financial risks which result from its operating and investing activities, market risk (foreign currency exchange risk), liquidity risk, capital risk and credit risk. These risks are mitigated wherever possible by the Group’s financial management policies and practices described below. The Group’s financial risk management is carried out by the finance team led by the Chief Financial Officer and under policies approved by the Board. Group Finance identifies, evaluates and mitigates financial risks in close co-operation with the Group’s senior management team.
Financial instruments by category
Group | Group | Company | Group | Company | |||
Group | Company | restated | restated | restated | restated | ||
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | ||
Note | £000 | £000 | £000 | £000 | £000 | £000 | |
Financial assets at | |||||||
amortised costs: | |||||||
Trade and other receivables | 24 | 667 | 74 | 762 | 423 | 399 | 81 |
Cash | 26 | 104 | - | 23 | 1 | 379 | - |
Loan receivable | 24 | - | 1,663 | - | 3,087 | - | 2,452 |
Financial liabilities at | |||||||
amortised costs: | |||||||
Trade and other payables | 27 | 4,816 | 2,893 | 2,444 | 1,491 | 905 | 402 |
Borrowings | 29 | 6,237 | 4,882 | 5,770 | 4,983 | 298 | - |
Financial assets at fair value | |||||||
Investments in listed | |||||||
companies held for trading | 189 | 189 | - | - | - | - | |
Amounts due from | |||||||
subsidiaries | 21 | - | 7,293 | - | 6,518 | - | 5,336 |
Financial Lliabilities at fair | |||||||
value | |||||||
Derivative financial liabilities | 29 | 619 | 619 | 549 | 549 | 230 | 230 |
Financial assets at fair value | |||||||
through other comprehensive income: | |||||||
Financial assets | 18 | 30 | 30 | 30 | 30 | 1,221 | 1,219 |
Investments in equity instruments at FVTOCI are measured at cost, less impairments, which is considered to be equal to their fair values.
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Financial risk management (continued)
Capital risk
Capital risk refers to the risk associated with a Company’s ability to maintain an appropriate level of capital to support its operations and absorb potential losses.
The Group’s objectives when managing capital risk are:
• | to safeguard the Group’s ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders; |
• | to support the Group’s growth; and |
• | to provide capital for the purpose of strengthening the Group’s risk management capability. |
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes. The Group is not subject to externally imposed capital requirements.
Credit risk
Credit risk refers to the risk that the Group’s financial assets will be impaired by the default of a third party (being non-payment within the agreed credit terms). The Group is exposed to credit risk primarily on its cash and cash equivalent balances as set out in note 26 and on its trade and other receivable balances as set out in note 24. The Group’s credit risk is primarily attributable to its other receivables, being royalty receivables. It is the policy of the Group to present the amounts in the balance sheet net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and the current economic environment. In certain cases, the Group has the right to audit the reported royalty income.
For banks and financial institutions, only parties with a minimum credit rating of BBB are accepted. The majority of cash is held with Revolut Limited in the UK.
The Directors have considered the credit exposures and do not consider that they pose a material risk at the present time. The credit risk for cash and cash equivalents is managed by ensuring that all surplus funds are deposited only with financial institutions with high quality credit ratings. There are currently no expected credit losses in respect of cash balances held.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations and financial liabilities as and when they fall due. The Group currently has access to sufficient cash resources to pay the trade and other payables and contingent consideration as and when they fall due.
Future expected payments
2024 | 2023 | ||
2025 | restated | restated | |
Group | £'000 | £000 | £000 |
Trade and other payables within one year | 4,816 | 2,444 | 905 |
Lease liabilities | 120 | 114 | - |
Borrowings | 6,237 | 5,770 | 298 |
Current tax liabilities within one year | - | - | - |
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Financial risk management (continued)
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the United States Dollar (USD) and the Euro (EUR).
The following table highlights the major currencies the Group operates in and the movements against the Great British Pound (GBP) during the course of the year:
Average rate | Reporting spot rate | |||||
2025 | 2024 | Movement | 2025 | 2024 | Movement | |
United States Dollar | 1.30 | 1.26 | 0.03 | 1.37 | 1.26 | 0.09 |
Euro | 1.19 | 1.17 | 0.02 | 1.17 | 1.18 | (0.01) |
The Group’s exposure to foreign currency risk based on GBP equivalent carrying amounts of monetary items at the reported date:
Average rate | Reporting spot rate | |||||
2024 | 2023 | Movement | 2024 | 2023 | Movement | |
United States Dollar | 1.26 | 1.20 | 0.06 | 1.26 | 1.27 | (0.01) |
Euro | 1.17 | 1.15 | 0.02 | 1.18 | 1.16 | 0.02 |
2024 | 2024 | 2023 | 2023 | |||
2025 | 2025 | restated | restated | restated | restated | |
£000 | £000 | £000 | £000 | £000 | £000 | |
USD | EUR | USD | EUR | USD | EUR | |
Cash and cash equivalents | 22 | 9 | - | 11 | 1 | 33 |
Trade and other receivables | - | 5 | - | 7 | - | 4 |
Trade and other payables | - | (4) | (8) | (61) | (8) | (88) |
Net exposure | 22 | 10 | (8) | (43) | (7) | (51) |
The Group does not hedge against foreign exchange movements.
Exchange rate sensitivity
The Group is mainly exposed to foreign exchange risk on the cash balances and trade and other payables denominated in currencies other than GBP as detailed above. A +/- 10% change in the GBP:EUR and GBP:USD rate and the impact of a +/- 10% change on the exchange rates on the translation of foreign subsidiaries into the Group’s presentation currency would result in the following changes:
2024 | 2024 | 2023 | 2023 | |||
2025 | 2025 | restated | restated | restated | restated | |
£000 | £000 | £000 | £000 | £000 | £000 | |
Profit/ | Profit/ | Profit/ | ||||
(loss) | Equity | (loss) | Equity | (loss) | Equity | |
+10%/- | +10%/- | +10%/- | +10%/- | +10%/- | +10%/- | |
10% | 10% | 10% | 10% | 10% | 10% | |
USD | - | 1/1 | (1) / 1 | 1 / (1) | (11) / 11 | 16 / (16) |
EUR | - | 1/1 | (33) / 33 | 16 / (16) | (18) / 18 | 25 / (25) |
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34. Related party transactions
Aggregate base salaries paid to the Executive Directors incurred during the year ended 30 June 2025 were £730k (2024: £535k). See note 9 for further details.
The aggregate amount paid to the Non-Executive Directors for services for the year ended 30 June 2025 was £69k (2024: £54k).
During the year the Company charged £228k (2024: £423k) for the provision of management services to its subsidiaries.
During the year the Company provided an aggregate of £1.1 million (2024: £3.1 million) of loans to its subsidiaries. The interest charged on the loans was 2.5% per annum and the amount charged for the period was £348k (2024 as restated: £381k). See note 21.
As at 30 June 2025 amounts receivable and payable from and to subsidiary undertakings was as follows:
2024 | 2023 | ||
2025 | restated | restated | |
Company | £000 | £000 | £000 |
Techmin Limited | - | 301 | 558 |
Emperium 1 Holdings Corporation (associate from 28 | |||
Feb 2025, receivable impaired after sale of 70% | |||
shares) | - | 429 | 298 |
Technology Minerals Idaho Limited (associate from 28 | |||
Feb 2025, receivable impaired after sale of 70% | |||
shares) | - | 471 | 461 |
Technology Minerals Cameroon | 694 | 518 | 241 |
LRH Resources Ltd | - | 547 | 362 |
Asturmet Recursos S.L. | 955 | 808 | 531 |
Cornish Battery Metals Ltd | 14 | 13 | - |
Total receivable from subsidiaries carried at | |||
amortised cost | 1,663 | 3,807 | 2,452 |
Onshore Energy Limited | (1,124) | (1,102) | (1,087) |
Total payable to subsidiaries carried at amortised | |||
cost | (1,124) | (1,102) | (1,087) |
Recyclus Group Limited (note 21) | 7,293 | 6,518 | 5,336 |
Total receivable from subsidiaries carried at fair | |||
value | 7,293 | 6,518 | 5,336 |
35. Notes supporting statement of cashflows
Significant non-cash transactions from financing activities are as follows:
2025 | 2024 | |
£000 | £000 | |
Conversion of loan notes to equity | 656 | 457 |
See note 30 for further information.
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Reconciliation of net cash flow to movement in net debt
Restated | ||
2025 | 2024 | |
Group | £000 | £000 |
Cash and cash equivalents | 104 | 23 |
Borrowings | (6,237) | (5,770) |
Net debt | (6,133) | (5,747) |
Net (decrease)/increase in cash and cash equivalents in the period | 81 | (356) |
Cash inflow from increase in borrowings | (517) | (4,458) |
Other non-cash changes | (681) | 462 |
Conversion of borrowing to equity | 731 | 457 |
Change in net debt resulting from cashflows | (386) | (3,895) |
Net debt at the start of the year | (5,747) | (1,852) |
Net debt at the end of the year | (6,133) | (5,747) |
Other non-cash changes relate to the recognition and movement of the embedded derivative and the fair value of the warrants granted in relation to convertible loan notes.
36. Prior year adjustments
Impact on the Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position
Adjustment 1
On 26 August 2021, the Company acquired 49% of a battery-recycling business, Recyclus Group Ltd (“Recyclus”) for nil consideration.
From the date of the acquisition to the end of the financial year ended 30 June 2024, the Directors determined that the Company had significant influence over Recyclus but not control, based on their assessment of the requirements of IFRS 10.
The Directors had assessed whether the Company controlled Recyclus by considering factors such as:
• | the interest in Recyclus’ Share Capital was below 50%; |
• | the directors of Recyclus who were also directors of the Company recused themselves from voting on matters pertaining to Recyclus; |
• | the Board of Recyclus had been comprised of a majority of directors who were independent of the Company; |
• | decisions were by the Board of Recyclus independently of the Company’s influence; |
• | the extent of Recyclus’ dependency on the Company for the funding of its future development |
In the Company’s consolidated financial statements, Recyclus was treated as an associate and equity accounted in accordance with IAS 28 requirements in the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024.
This treatment was reviewed by the Corporate Reporting Review Team of the FRC in May 2024, which carried out a limited scope review of the Company’s annual report and accounts for the year ended 30 June 2023 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures. The extent of their limited scope review was to consider only how far the Company had satisfied the relevant reporting requirements in respect of its investment in Recyclus and the loans advanced to that company. They did not conduct a full review of the 2023 annual report and accounts.
As a result of the review by the limited scope review by the Corporate Reporting Review team of the FRC, the Company re-assessed its consideration over the judgemental treatment of Recyclus as an
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associate. It has now been judged that Recyclus was controlled by the Company since the date of its acquisition. In accordance with IAS 8, the comparative figures have been restated and the acquisition accounted for in accordance with IFRS 3. The change in treatment, on this judgemental area, has been corrected retrospectively, and the financial statements now reflect the relevant amendments. FRC’s review provides no assurance that the annual report and accounts are correct in all material respects
The Company’s financial statements were restated with effect from the date of the Company’s acquisition of Recyclus, being 26 August 2021. Recyclus is the parent company of the following companies:
• | Libatt Recycling Limited |
• | Halo Battery Recycling Limited |
• | LiBox Limited |
Adjustment 2
Restatement of CLG and ACM convertible loan note valuations
During the preparation of the financial statements for the year ended 30 June 2025, the Group identified an error in the initial allocation of the CLG and ACM convertible loan note instruments recognised in the prior year.
Under the original allocation, the embedded derivative financial liability (measured at FVTPL) was overstated, and the host contract liability (measured at amortised cost) was understated, with a consequential impact on the allocation of transaction costs and the subsequent measurement of each component through profit or loss.
The error arose from the inputs and methodology applied in the Monte Carlo simulation model used to determine the fair value of the embedded derivative at initial recognition. The revised valuations were prepared and have been adopted as the basis for the restated comparative figures.
The restatement only impacts the year ended 30 June 2024, it has no impact on the total proceeds received, the total nominal value of the convertible instruments, or the equity-classified warrant reserve.
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Prior year adjustments (continued)
The impact of these adjustments is summarised below:
Consolidated statement of financial position
Previous | Restated | |||
Year ended 30 June 2024 | 2024 | Adjustment 1 | Adjustment 2 | 2024 |
£000 | £000 | £000 | £000 | |
Non-current assets | ||||
Property, plant and equipment | 5 | 3,588 | - | 3,593 |
Right-of-use asset | - | 923 | - | 923 |
Intangible assets | 15,135 | 118 | - | 15,253 |
Financial assets | 30 | - | - | 30 |
Loans to associates | 7,051 | (7,051) | - | - |
Total non-current assets | 22,221 | (2,422) | - | 19,799 |
Current assets | ||||
Inventory | - | 120 | - | 120 |
Assets held for sale | 905 | - | - | 905 |
Trade and other receivables | 432 | 330 | - | 762 |
Cash and cash equivalents | 15 | 8 | - | 23 |
Current assets | 1,352 | 458 | - | 1,810 |
Total assets | 23,573 | (1,964) | - | 21,609 |
Current liabilities | ||||
Liabilities directly associated with the assets | ||||
held for sale | 27 | - | - | 27 |
Trade and other payables | 1,497 | 947 | - | 2,444 |
Lease liability | - | 114 | - | 114 |
Borrowings | 3,109 | 787 | - | 3,896 |
Total current liabilities | 4,633 | 1,848 | - | 6,481 |
Non-current liabilities | ||||
Lease liability | - | 849 | - | 849 |
Borrowings | 496 | - | 1,378 | 1,874 |
Derivative financial liability | 3,092 | - | (2,543) | 549 |
Total non-current liabilities | 3,588 | 849 | (1,165) | 3,272 |
Total liabilities | 8,221 | 2,697 | (1,165) | 9,753 |
Net assets | 15,352 | (4,661) | 1,165 | 11,856 |
Equity | ||||
Share Capital | 1,609 | - | - | 1,609 |
Share Premium | 22,285 | - | 26 | 22,311 |
Warrants reserve | 761 | - | - | 761 |
Convertible loan reserve | 297 | - | - | 297 |
Share-based payments reserve | 2,320 | - | - | 2,320 |
Foreign exchange reserve | 34 | - | - | 34 |
Accumulated deficit | (11,967) | (1,895) | 1,139 | (12,723) |
Equity attributable to owners of the parent | 15,339 | (1,895) | 1,165 | 14,609 |
Non-controlling interests (note 32) | 13 | (2,766) | - | (2,753) |
Total equity | 15,352 | (4,661) | 1,165 | 11,856 |
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Prior year adjustments (continued)
Consolidated statement of comprehensive income
Previous | Adjustment | Adjustment | Restated | |
For the year ended 30 June 2024 | 2024 | 1 | 2 | 2024 |
£000 | £000 | £000 | £000 | |
Revenue | - | 547 | - | 547 |
Cost of sales | - | (242) | - | (242) |
Gross profit | - | 305 | - | 305 |
Administrative expenses | (2,408) | (2,730) | - | (5,138) |
Impairment loss | (1,351) | - | - | (1,351) |
Operating loss | (3,759) | (2,425) | - | (6,184) |
Other income | 17 | 353 | - | 370 |
Net foreign exchange (losses) | (14) | - | - | (14) |
Finance income | 550 | (550) | - | - |
Other finance costs | (2,549) | (268) | 1,139 | (1,678) |
Share of loss in associate | (887) | 887 | - | - |
Loss before taxation from continuing operations | (6,642) | (2,003) | 1,139 | (7,506) |
Income tax | - | - | - | - |
Loss for the period from continuing operations | (6,642) | (2,003) | 1,139 | (7,506) |
Profit/(loss) on discontinued operations, net of tax | 13 | - | - | 13 |
Loss for the year | (6,629) | (2,003) | 1,139 | (7,493) |
Attributable to: | ||||
Equity holders of the Company | (6,628) | (803) | 1,139 | (6,292) |
Non-controlling interests | (1) | (1,200) | - | (1,201) |
Loss for the year | (6,629) | (2,003) | 1,139 | (7,493) |
Other comprehensive income | ||||
Items that may be subsequently reclassified to profit | ||||
or loss: | ||||
Exchange differences arising on translation of foreign | ||||
operations | 6 | - | - | 6 |
Total comprehensive loss for the period | (6,623) | (2,003) | 1,139 | (7,487) |
Attributable to: | ||||
Equity holders of the Company | (6,622) | (803) | 1,139 | (6,286) |
Non-controlling interests | (1) | (1,200) | - | (1,201) |
Total comprehensive loss for the period | (6,623) | (2,003) | 1,139 | (7,487) |
Basic and diluted Loss per share in pence | ||||
attributable to owners of the Company from: | ||||
Total operations | (0.30)p | (0.19)p | 0.08p | (0.41)p |
Discontinued operations | - | - | - |
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Technology Minerals Plc
Prior year adjustments (continued)
Consolidated statement of financial position
Previous | Restated | ||
Year ended 30 June 2023 | 2023 | Adjustment 1 | 2023 |
£000 | £000 | £000 | |
Non-current assets | |||
Property, plant and equipment | 4 | 3,078 | 3,082 |
Right-of-use | - | 1,050 | 1,050 |
Intangible assets | 15,789 | 82 | 15,871 |
Financial assets | 1,221 | - | 1,221 |
Investment in associates | - | - | - |
Loans to associates | 5,185 | (5,185) | - |
Total non-current assets | 22,199 | (975) | 21,224 |
Current assets | |||
Inventory | - | 150 | 150 |
Trade and other receivables | 81 | 318 | 399 |
Cash and cash equivalents | 318 | 61 | 379 |
Current assets | 399 | 529 | 928 |
Total assets | 22,598 | (446) | 22,152 |
Current liabilities | |||
Trade and other payables | 438 | 467 | 905 |
Lease liability | - | 108 | 108 |
Borrowings | - | 298 | 298 |
Total current liabilities | 438 | 873 | 1,311 |
Non-current liabilities | |||
Lease liability | - | 963 | 963 |
Borrowings | 1,557 | 376 | 1,933 |
Derivative financial liability | 230 | - | 230 |
Total non-current liabilities | 1,787 | 1,339 | 3,126 |
Total liabilities | 2,225 | 2,212 | 4,437 |
Net assets | 20,373 | (2,658) | 17,715 |
Equity | |||
Share Capital | 1,513 | - | 1,513 |
Share Premium | 21,860 | - | 21,860 |
Warrants reserve | 1,499 | - | 1,499 |
Share-based payments reserve | 2,218 | - | 2,218 |
Foreign exchange reserve | 28 | - | 28 |
Accumulated deficit | (6,759) | 1,092 | (7,851) |
Equity attributable to owners of the parent | 20,359 | 1,092 | 19,267 |
Non-controlling interests | 14 | 1,566 | (1,552) |
Total equity | 20,373 | (2,658) | 17,715 |
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Prior year adjustments (continued)
Consolidated Statement of Cash Flows
Previous | Adjustment | Adjustment | ||
For the year ended 30 June 2024 | 2024 | 1 | 2 | Restated 2024 |
£000 | £000 | £000 | £000 | |
Cash flows from operating activities | ||||
Loss before tax from continuing operations | (6,642) | (2,003) | 1,139 | (7,506) |
Profit/(loss) from discontinued operations | 13 | - | - | 13 |
Loss before tax | (6,629) | (2,003) | 1,139 | (7,493) |
Adjustments for: | ||||
Depreciation | 1 | 241 | - | 242 |
Finance income | (550) | 550 | - | - |
Lease | - | 37 | - | 37 |
Loss/(gain) on derivative financial liability | 1,132 | - | (904) | 228 |
Finance charges | 1,417 | 268 | (235) | 1,450 |
Share option charge | 102 | - | - | 102 |
Share of loss in associate | 887 | (887) | - | - |
Impairment loss | 1,351 | - | - | 1,351 |
Foreign exchange movements | 14 | - | - | 14 |
Net cashflow before changes in working capital | (2,275) | (1,794) | - | (4,069) |
Movement in inventory | - | 30 | - | 30 |
Movement in receivables | (393) | (9) | - | (402) |
Movement in payables | 882 | 546 | - | 1,428 |
Net cash (used in) operating activities | (1,786) | (1,227) | - | (3,013) |
Cash flows from investing activities | ||||
Purchase of property, plant and equipment | (2) | (625) | - | (627) |
Exploration expenditure | (406) | (36) | - | (442) |
Loan to associate | (2,186) | 2,186 | - | - |
Net cash used in investing activities | (2,594) | 1,525 | - | (1,069) |
Cash flows from financing activities | ||||
Issue of share capital | - | - | - | - |
Proceeds from exercise of warrants | 133 | - | - | 133 |
Proceeds of borrowing | 4,335 | 53 | - | 4,388 |
Repayment of borrowings | (20) | (321) | - | (341) |
Finance expense | (51) | (83) | - | (134) |
Cost of procuring convertible loan notes | (320) | - | - | (320) |
Net cash generated from financing activities | 4,077 | (351) | - | 3,726 |
Net change in cash and cash equivalents during the | ||||
period | (303) | (53) | - | (356) |
Cash at the beginning of period | 318 | 61 | - | 379 |
Cash and cash equivalents at the end of the period | 15 | 8 | - | 23 |
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Technology Minerals Plc
Prior year adjustments (continued)
Adjustment 1
Effect on the loan to subsidiary reclassification and valuation in the company parents accounts
In the parent company accounts, the loan to RG group since inception (June 2021) was carried at amortised cost using the effective interest rate method.
As noted by the FRC, the terms of the loan included a conversion feature which did not meet the Solely Payments of Principal and Interest (SPPI) condition in IFRS 9.
SPPI looks at whether the contractual cash flows of a financial asset are only payments of principal and interest on the amounts outstanding. Per IFRS 9, if the contractual terms change the timing or amount of cash flows (e.g., linked to equity prices, conversion rights, or other non-basic lending features), then those cash flows are not SPPI. As the instrument contains a convention element, the Directors concluded that rather than being recognised at amortised cost, the loan should instead have been recognised at fair value through profit and loss.
For financial assets, IFRS 9 requires the classification requirements to be applied to an entire hybrid contract, rather than separating out an embedded derivative element.
The loan was valued by a professional reputable third-party expert at inception, 1 July 2023, 30 June 2024, 30 June 2025, and all relevant differences adjusted in the respective periods in accordance with IFRS 9 (note 21).
Adjustment 2
Restatement of CLG and ACM convertible loan note valuations
These convertible loan notes are held in the Company's separate financial statements. The nature and basis of the restatement is as described above.
The impact of these adjustments is summarised below:
Page 119 of 124
Technology Minerals Plc
Prior year adjustments (continued)
Company Statement of Financial Position
As at 30 June 2024
As reported | Adjustment | Adjustment | Restated* | |
2024 | 1 | 2 | 2024 | |
£000 | £000 | £000 | £000 | |
Non-current assets | ||||
Property, plant and equipment | 3 | - | - | 3 |
Investment in subsidiaries | 14,300 | - | - | 14,300 |
Trade and other receivables carried at amortised | ||||
cost | 3,087 | - | - | 3,087 |
Loans to subsidiary carried at FV | - | 6,518 | - | 6,518 |
Financial investments carried at FV | 30 | - | - | 30 |
Investment in associates | - | - | - | |
Loans to associates | 7,051 | (7,051) | - | - |
Total non-current assets | 24,471 | (533) | - | 23,938 |
Current assets | ||||
Asset held for sale | 605 | - | - | 605 |
Trade and other receivables | 423 | - | - | 423 |
Cash and cash equivalents | 1 | - | - | 1 |
Current assets | 1,029 | - | - | 1,029 |
Total assets | 25,500 | (533) | - | 24,967 |
Current liabilities | ||||
Trade and other payables | 1,490 | 1 | - | 1,491 |
Borrowings | 3,109 | - | - | 3,109 |
Total current liabilities | 4,599 | 1 | - | 4,600 |
Non-current liabilities | ||||
Trade and other payables | 1,102 | - | - | 1,102 |
Borrowings | 496 | - | 1,378 | 1,874 |
Derivative financial liability | 3,092 | - | (2,543) | 549 |
Total non-current liabilities | 4,690 | - | (1,165) | 3,525 |
Total liabilities | 9,289 | 1 | (1,165) | 8,125 |
Net assets | 16,211 | (534) | 1,165 | 16,842 |
Equity | ||||
Share Capital | 1,609 | - | - | 1,609 |
Share Premium | 22,285 | - | 26 | 22,311 |
Warrants reserve | 761 | - | - | 761 |
Convertible loan reserve | 297 | - | - | 297 |
Share-based payments reserve | 2,320 | - | - | 2,320 |
Accumulated deficit | (11,061) | (534) | 1,139 | (10,456) |
Total equity | 16,211 | (534) | 1,165 | 16,842 |
Page 120 of 124
Technology Minerals Plc
Prior year adjustments (continued)
Company Statement of Financial Position
As at 30 June 2023
As | |||
reported | Adjustment | Restated* | |
2023 | 1 | 2023 | |
£000 | £'000 | £000 | |
Non-current assets | |||
Property, plant and equipment | 2 | - | 2 |
Investment in subsidiaries | 14,905 | - | 14,905 |
Trade and other receivables carried at amortised cost | 1,365 | - | 1,365 |
Loans to subsidiary carried at FV | - | 5,336 | 5,336 |
Financial investments carried at FV | 1,219 | - | 1,219 |
Investment in associates | - | - | - |
Loans to associates | 5,185 | (5,185) | - |
Total non-current assets | 22,676 | 151 | 22,827 |
Current assets | |||
Asset held for sale | - | - | - |
Trade and other receivables | 81 | - | 81 |
Cash and cash equivalents | - | - | - |
Current assets | 81 | - | 81 |
Total assets | 22,757 | 151 | 22,908 |
Current liabilities | |||
Trade and other payables | 402 | - | 402 |
Borrowings | - | - | - |
Total current liabilities | 402 | - | 402 |
Non-current liabilities | |||
Trade and other payables | - | - | - |
Borrowings | 1,557 | - | 1,557 |
Derivative financial liability | 230 | - | 230 |
Total non-current liabilities | 1,787 | - | 1,787 |
Total liabilities | 2,189 | - | 2,189 |
Net assets | 20,568 | 151 | 20,719 |
Equity | |||
Share Capital | 1,513 | - | 1,513 |
Share Premium | 21,860 | - | 21,860 |
Warrants reserve | 1,499 | - | 1,499 |
Convertible loan reserve | - | - | - |
Share-based payments reserve | 2,218 | - | 2,218 |
Accumulated deficit | (6,522) | 151 | (6,371) |
Total equity | 20,568 | 151 | 20,719 |
Page 121 of 124
Technology Minerals Plc
Company Statement of Cash Flows
AS AT 30 JUNE 2024
Previous 2024 | Adjustment 1 | Adjustment 2 | Restated 2024 | |
£000 | £000 | £000 | £000 | |
Cash flows from operating activities | ||||
Loss before taxation | (5,959) | (685) | 1,139 | (5,505) |
Adjustments for: | ||||
Depreciation | 1 | - | - | 1 |
Finance income | (594) | 213 | - | (381) |
Loss/(gain) on derivative financial liability | 1,132 | - | (904) | 228 |
(Gain)/loss on Fin asset FVTPL (Recyclus loan) | - | 1,359 | 1,359 | |
Finance charges | 1,417 | - | (235) | 1,182 |
Share option charge | 102 | - | - | 102 |
Share of loss in associate | 887 | (887) | - | - |
Impairment loss | 1,189 | - | - | 1,189 |
Management fees charged to subsidiary | - | (423) | - | (423) |
Foreign exchange movements | 1 | - | - | 1 |
Net cashflow before changes in working capital | (1,824) | (423) | - | (2,247) |
Movement in receivables | (778) | 422 | - | (356) |
Movement in payables | 884 | - | - | 884 |
Net cash (used in) operating activities | (1,718) | (1) | - | (1,719) |
Cash flows from investing activities | ||||
Purchase of property plant and equipment | (2) | - | - | (2) |
Loans to associates | (2,186) | 2,186 | - | - |
Loans to subsidiaries | (170) | (2,185) | - | (2,355) |
Net cash used in investing activities | (2,358) | 1 | - | (2,357) |
Cash flows from financing activities | ||||
Issue of share capital | - | - | - | - |
Cost of issue of shares | - | - | - | - |
Proceeds from exercise of warrants | 133 | - | - | 133 |
Proceeds of borrowing | 4,335 | - | - | 4,335 |
Finance expense | (71) | - | - | (71) |
Cost of borrowing | (320) | - | - | (320) |
Net cash generated from financing activities | 4,077 | - | - | 4,077 |
Net change in cash and cash equivalents during the period | 1 | - | - | 1 |
Cash at the beginning of period | - | - | - | - |
Cash and cash equivalents at the end of the period | 1 | - | - | 1 |
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Technology Minerals Plc
37. Events occurring after the reporting date
Close Brothers loan agreement
On 4 August 2025, Recyclus secured a £1.1 million loan agreement with Close Brothers enabling it to operate without additional support from Technology Minerals.
Bluebird Metals
In August 2025, BlueBird Metals LLC acquired a further 10% in the Group’s Idaho projects taking its total interest up to 90%.
Private placing
In January 2026, the Company raised £350,000 before expenses by agreeing the issue of 350 million ordinary shares at £0.001 per share.
Loan agreement with Recyclus
On 5 March 2026, the Company announced that it had entered into a binding letter of intent with Recyclus, which constituted a related party transaction, and which set out the principal terms of a new loan agreement ("the New Agreement") to be entered into, replacing the previous loan agreement between the parties, dated February 2022.
The New Agreement provides that the loan will have a seven (7) year term and will be secured by a second ranking charge over the assets of Recyclus and its subsidiaries.
The loan will accrue an increasing rate of interest during the term of the loan.
The interest rates are: 2.5% in the first year; the Bank of England base rate in year two and three; Bank of England base rate +1% in year four; Bank of England base rate +2% in Year five; and Bank of England base rate +3% the following years. Recyclus will receive a £0.5 million early repayment discount should it repay the outstanding loan balance within three (3) years from the date of the New Agreement.
Interest on the loan will accrue at the aforementioned rates from the date of the New Agreement, to be paid on or before the last day of each month. No repayment of any interest thereon shall be due until the first anniversary of the New Agreement, and no repayment of the principal shall be due until the second anniversary of the New Agreement. In the event of a default that is not remedied within 45 days, additional default interest shall apply.
Under the terms of the New Agreement, the Company has the right to appoint and maintain one director to the Recyclus Board. Nick Kounoupias, Non-Executive Director of Technology Minerals, is the Company's nomination to join the Recyclus Board as the Company's representative, such appointment to be subject to approval of the Recyclus Board. If the number of directors at Recyclus increases, Technology Minerals has the right to appoint further directors pro-rata.
38. Ultimate controlling party
The company does not have a single controlling party.
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Technology Minerals Plc
Company Information
Registered Office | 18 Savile Row London W1S 3PW |
Registered Number | 13446965 |
Company Secretary | David Taylor FCG |
Auditors | PKF Littlejohn LLP |
Solicitors | Spencer West LLP 20 Chiswell Street London EC1Y 4TW Setfords Law Ltd 46 Chancery Lane London WC2A 1JE |
Registrars | Neville Registrars Neville House Steelpark Road Halesowen B62 8HD |
Principal Bankers | Barclays Bank Plc Leicester Leicestershire LE87 2BB |
Lead Broker | Fortified Securities 162 Buckingham Palace Road London SW1W 9TR |
Joint Broker | Oberon Investments Limited Nightingale House 65 Curzon Street London W1J 8PE |
Financial PR | Gracechurch Group 48 Gracechurch Street London EC3V OEJ |
Company Website | www.technologyminerals.co.uk |
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