The information contained
within this announcement is deemed by the Company to constitute
inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this
announcement via the Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Fulcrum
Metals plc / EPIC: FMET / Market: AIM / Sector: Mining
23 September 2024
Fulcrum Metals
plc
("Fulcrum"
or the "Company" or the "Group")
Unaudited interim results
for the six months to 30 June 2024
Fulcrum Metals plc (LON: FMET), a
company focused on mineral exploration and development in Canada,
announces its unaudited consolidated interim results for the six
months to 30 June 2024.
Corporate and Operational Highlights:
· Continued the strategic shift of the Company into a
sustainable gold tailings processing business.
· Commenced phased programme at the Teck-Hughes gold tailings
project to evaluate the efficiency of the Extrakt Processing
Solutions LLC ("Extrakt") technology in recovering gold and other
by-products:
o Phase 1 results achieved
exceptional gold recovery rates of up to 59% by using Extrakt's
technology.
o Optimisation underway to
achieve targeted recovery rates above 60%.
· Entered into option agreement to acquire 100% of the
Sylvanite gold tailings project in Kirkland Lake, Ontario, with an
estimated 67,000 ounces of gold in tailings.
o Commenced phased programme at
the Sylvanite gold tailings project to evaluate the efficiency of
Extrakt's technology in recovering gold and other
by-products.
· Tully Gold project now permitted with drill ready exploration
targets.
Financial Highlights:
· For
the six months to 30 June 2024 ("H1 2024")
the Company reported a pre-tax loss of £514,654 (the six months to
30 June 2023 ("H1 2023"): pre-tax loss of £1,167,903).
· The
Company's cash balance as at 30 June 2024 was £113,582 (H1 2023:
£1,268,202).
· Basic
loss per share of 0.010p (H1 2023: loss of 0.030p per
share).
· The
Company generated no revenue during the period.
Post Period End Events:
· Closed option agreement for the sale of the Group's uranium
projects for a value of up to CA$3.36
million.
· Announced new equity financing commitments of approximately
£800,000 at 8p per share including investor subscriptions of
approximately £643,500, conversion of supplier fees of £42,000 and
proposed Directors' subscriptions totalling £114,500.
Ryan Mee, Chief Executive Officer of Fulcrum,
commented:
"Our journey over the last six months has been transformative
as we focus on unlocking the untapped potential within mining
tailings in Canada. The promising results from the first phase of
our programme at Teck-Hughes highlights the potential effectiveness
of Extrakt's technology and sets the stage for sustainable gold
recovery and long-term value creation for the Group's shareholders.
By strategically expanding our portfolio and divesting non-core
assets, we are accelerating our path to revenue and positioning
Fulcrum as a leader in environmentally responsible mining
practices.
This acceleration has resulted in a need to access the
capital markets for additional financing. We are pleased to have
raised the additional equity financing to advance the Group's
updated tailings strategy, which includes proposed subscriptions of
£114,500 from Directors, to take us to the next stage of our
development. I am excited for the future and confident
in our ability to deliver material value for our
shareholders."
Chairman's Statement
I am pleased to present our
interim results for the period ending 30 June 2024; a
transformative period for Fulcrum as we continue to evolve our
business model from a pure exploration and development company to a
strategic focus on tailings processing that will utilise innovative
technology to extract metals in a sustainable way. Notwithstanding
the strategic shift, the Group's focus remains on the development
of mineral resources in Ontario, Canada. The Group's goal is to
create a sustainable and profitable solution to one of mining's
most persistent environmental challenges: the management and
remediation of historical mining tailings, whilst recovering the
valuable metals and minerals they often contain.
Strategic Shift and Rationale
Historically, Fulcrum has been
dedicated to the exploration and development of mineral resources;
a journey that often spans over a decade before generating revenue.
While our exploration projects, including the uranium projects in
Saskatchewan, which we successfully divested post the period end,
have considerable potential, the Board of Fulcrum recognised the
need to accelerate the Company's path to revenue generation which
led to our strategic decision to pivot towards the reclamation and
processing of mining tailings in order to extract value from what
has long been considered waste.
To this end, we announced mining
option agreements to acquire 100% of the Teck-Hughes gold tailings
project ("Teck-Hughes) in November 2023, and the Sylvanite gold
tailings project ("Sylvanite") in April 2024. The projects contain
millions of tons of tailings from the significant former producing
Teck-Hughes and Sylvanite mines, which are strategically located
just 3km apart and within the prolific Kirkland Lake gold camp,
Ontario, Canada.
Since announcing the acquisition of
Teck-Hughes in November 2023 we have been advancing discussions
with Extrakt to license its proprietary
non-toxic separation technology which extracts metals from tailings
without the use of cyanide. The licencing of the
Extrakt technology is usually agreed on a project basis following
the completion of phased testing and study agreements. We entered
into these phased testing and study programs with Extrakt on Teck
Hughes in January 2024 and Sylvanite in June 2024. The initial
Extrakt leaching test work at Teck-Hughes has achieved excellent
initial gold recovery rates of 59.4%, which is far beyond previous
cyanide leach testing recovery rates of approximately 30% at
Sylvanite. This demonstrates the applicability of the Extrakt
technology to our projects and our wider aspirations. The company
is continuing term sheet stage discussions with Extrakt on a
framework for gold tailings licence exclusivity for the major
Timmins and Kirkland Lake gold camps that has produced in excess of
110 million ounces of gold to date.
The environmental and social
benefits of remediating historical tailings as well as the
considerable size of the market opportunity were also key drivers
in our decision to change strategy. Tailings management is a major
challenge in the mining industry, with significant environmental
implications. In Canada alone it is estimated that the Government
is faced with a growing liability of over CA$10 billion to clean-up
active and historic mine waste. Meanwhile, Natural Resources
Canada estimates that there is approximately CA$10 billion of
precious metals contained in tailings. An important outcome from
reprocessing tailings is the removal of heavy metals and the
cleaning up and reclamation of the tailings areas to provide
positive opportunities for land to be repurposed. By seeking to
transform waste into a valuable resource, we are not only
addressing a critical environmental issue but also positioning
Fulcrum as a leader in sustainable mining practices.
In line with our evolved strategy,
we have successfully divested our Saskatchewan uranium
assets for a value of up to CA$3.36
million, allowing us to focus more resources on the tailings
opportunity and our other gold exploration projects. Importantly,
we have retained an option to benefit from any future upside
potential in the uranium assets which ensures that our shareholders
remain positioned to capture additional value from this divestment,
whilst retaining two drill ready gold projects in Big Bear and
Tully, which are ready for growth, discovery and expansion when
funding allows, or possible joint ventures or divestment if
appropriate opportunities arise.
Our entry
into the tailings business diversifies our portfolio and reduces
the inherent risks associated with long-term exploration projects.
By entering into joint venture partnerships over our current
portfolio of assets and, where applicable, divesting our non-core
assets, we further mitigate these risks while enhancing our
capabilities and market reach. The Company remains in advanced
discussions with Extrakt with regards to the terms of the
exclusive licencing agreement of its gold tailings processing
technology in Timmins and Kirkland Lake, two significant gold
producing regions in Canada. Discussions on plans to establish an
Extrakt technology testing facility in Timmins, which would provide
important localised testing capability for any tailing project and
possible commercial opportunities, are also ongoing.
Finally, I would like to thank
Clive Garston, who stepped down as Non-Executive Chairman in June
2024, for his contribution to Fulcrum. Clive played an important
role at Fulcrum, helping the company successfully navigate to a
quoted company on AIM and oversaw the company evolving from a
junior exploration company to a junior exploration and development
company. The Company has identified a proposed replacement
Non-Executive Chairman and will update the market on this
appointment in due course.
The Company has worked resolutely
to set in motion an ambitious and exciting pathway for all
shareholders and I thank all stakeholders of the Company for their
support and dedication.
Alan Mooney
Interim non-executive
Chairman
CEO Statement
Operational Highlights
· Teck-Hughes: Significant
progress was made at the Teck-Hughes gold tailings project, where
the phased evaluation of Extrakt's proprietary non-toxic separation
technology delivered exceptional initial results. Phase 1
demonstrated gold recovery rates of up to 59%, with ongoing
optimisation aimed at exceeding 60% recovery. This marks a critical
step in validating the commercial viability of our tailings
processing approach.
· Sylvanite
Gold: In April 2024, Fulcrum
entered into an option agreement to acquire 100% of the Sylvanite
gold tailings project, which contains an estimated 67,000 ounces of
gold in tailings. A phased evaluation programme is now underway to
assess the efficiency of Extrakt's technology, further expanding
our presence in the prolific Kirkland Lake gold camp.
· Uranium Project
Divestment: Post-period, Fulcrum
successfully completed the sale of its Saskatchewan uranium assets,
generating funds to support the Company's strategic pivot towards
tailings processing. This divestment has eliminated a significant
cost base while maintaining potential upside through a retained
interest in future developments.
·
Big Bear and Tully Gold Exploration
Projects: These projects continue
to offer significant exploration potential and remain an important
part of our longer-term growth strategy. The Tully Gold project is
now fully permitted and drill-ready for expansion of the existing
107k ounce 43-101 compliant gold resource in the significant
Timmins-Porcupine gold camp that has produced in excess of 70Moz
gold. At Big Bear we have established high priority geophysical
exploration targets in addition to an open 3km gold corridor and
delineated initial drill targets for discovery in the
Schreiber-Hemlo greenstone belt that hosts the significant 21Moz+
Hemlo gold deposit. Future plans for the Company's gold projects
will largely depend on funding being available or possible
strategic partnerships.
· Focus on Sustainable
Operations: In alignment with our
commitment to sustainability, and the exceptional gold recovery
rates demonstrated by the Extrakt technology, we are currently
discussing terms on exclusivity of the licencing of the Extrakt
technology for gold tailings in Timmins and Kirkland Lake in
addition to exploring plans to establish an Extrakt technology
testing laboratory in Timmins. Completion of either or both
initiatives would substantially increase the presence and
capability in scaling opportunities for Fulcrum; and would position
Fulcrum at the forefront of the application and adoption of
Extrakt's technology in the Timmins and Kirkland Lake gold
tailings. It would also provide an additional commercial
opportunity through local testing capability for Fulcrum
non-operated projects. By its very nature, remediating historical
tailings has the potential to clean up and repurpose otherwise
polluted land. By seeking to transform mining waste into a valuable
resource, we are not only addressing a critical environmental issue
but also positioning Fulcrum as a leader in sustainable mining
practices.
These milestones reflect Fulcrum's
focus on operational excellence, strategic growth, and the
development of sustainable mining solutions.
Financing
Post period on 13 September 2024,
Fulcrum announced successful equity financing commitments of
approximately £800,000 at 8p, including investor subscriptions of
approximately £643,500, conversion of supplier fees of £42,000,
proposed Director subscriptions of £89,761 and proposed conversion
of accrued Director salaries of £24,731. The proceeds will
primarily be used to accelerate testing and onsite evaluation
programmes at the Teck-Hughes and Sylvanite gold tailings projects
and for the Group's working capital needs.
Outlook
As we move forward, our focus is
on executing our tailings processing strategy. We are committed to
developing Fulcrum as a revenue generating business while upholding
our values of sustainability and innovation. The divestment of
non-core assets, like the Saskatchewan uranium project, has
provided us with greater financial flexibility to invest in our
refined strategy and to pursue opportunities that align with our
vision.
We believe this strategic pivot
will create long-term value for our shareholders by accelerating
our path to profitability and positioning Fulcrum as a leader in
the reclamation and processing of mining tailings in Canada. The
progress we have made so far gives us confidence in our ability to
deliver on these goals, and we are excited about the future of the
Company.
I would like to take the
opportunity to thank management and shareholders for their support
and shared vision of what we are seeking to achieve and look
forward to updating them on our progress.
Ryan Mee
Chief Executive
Officer
For more information, please visit
www.fulcrummetals.com
or contact the
following:
Fulcrum Metals plc
Ryan Mee, Chief Executive
Officer
|
Via St Brides Partners
Limited
|
Allenby Capital Limited (Nominated Adviser)
Nick Athanas / George
Payne
|
+44 (0) 203 328 5656
|
Clear Capital Markets Limited (Broker)
Bob Roberts
|
+44 (0) 203 869 6081
|
St Brides Partners Ltd (Financial PR)
Ana Ribeiro / Paul
Dulieu
|
+44 (0) 207 236 1177
|
UNAUDITED
INTERIM FINANCIAL INFORMATION ON
FULCRUM METALS
PLC
Consolidated Income Statement of Comprehensive
Income
|
for the six months ended 30 June 2024
|
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
Notes
|
6 months
ended
|
6 months
ended
|
Year
ended
|
|
|
30 June
'24
|
30 June
'23
|
31 Dec
'23
|
|
|
£
|
£
|
£
|
Turnover
|
|
-
|
-
|
-
|
|
|
|
|
|
Administration expenses
|
|
(469,730)
|
(496,660)
|
(985,684)
|
Exceptional item
|
2
|
-
|
(646,708)
|
(646,708)
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(469,730)
|
(1,143,368)
|
(1,632,391)
|
|
|
|
|
|
Finance Cost
|
|
(44,924)
|
(82,007)
|
(138,162)
|
Finance Income
|
|
-
|
57,472
|
56,131
|
Loss before taxation
|
|
(514,654)
|
(1,167,903)
|
(1,714,423)
|
|
|
|
|
|
Tax on loss
|
|
-
|
-
|
-
|
|
|
|
|
|
Loss for the financial period
|
|
(514,654)
|
(1,167,903)
|
(1,714,423)
|
|
|
|
|
|
Foreign currency translation of
foreign subsidiaries
|
|
2,681
|
(15,248)
|
(7,514)
|
|
|
|
|
|
Total comprehensive loss for the financial
period
|
|
(511,973)
|
(1,183,151)
|
(1,721,937)
|
Earnings per share
Basic and diluted loss per share
(pence per share)
|
10
|
(0.010)
|
(0.030)
|
(0.037)
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Financial
Position
|
|
as at 30 June 2024
|
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
Notes
|
30 June
'24
|
30 June
'23
|
31 Dec
'23
|
Assets
|
|
£
|
£
|
£
|
Non-current assets
|
|
|
|
|
Exploration & evaluation
assets
|
3
|
4,035,126
|
2,925,161
|
3,883,651
|
Property, plant and
equipment
|
|
760
|
1,284
|
1,040
|
|
|
4,035,886
|
2,926,445
|
3,884,691
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
44,435
|
53,014
|
42,948
|
Cash and cash
equivalents
|
4
|
113,582
|
1,268,202
|
620,924
|
|
|
158,017
|
1,321,216
|
663,872
|
Current liabilities
|
|
|
|
|
Convertible loan notes
|
7
|
-
|
-
|
-
|
Trade and other
payables
|
5
|
(103,600)
|
(87,274)
|
(134,941)
|
|
|
(103,600)
|
(87,274)
|
(134,941)
|
Net current assets
|
|
54,417
|
1,233,942
|
528,931
|
Total assets less current liabilities
|
|
4,090,303
|
4,160,387
|
4,413,622
|
Non-current liabilities
|
6
|
(921,305)
|
-
|
(732,651)
|
|
|
|
|
|
Net assets
|
|
3,168,998
|
4,160,387
|
3,680,971
|
|
|
|
|
|
Equity & Liabilities
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity
|
|
|
|
|
Called up share capital
|
9
|
499,609
|
498,592
|
499,609
|
Share premium account
|
9
|
5,367,516
|
5,349,710
|
5,367,516
|
Share option reserve
|
8
|
288,122
|
274,343
|
288,122
|
Other reserves
|
|
(134,678)
|
(161,445)
|
(134,678)
|
Foreign exchange translation
reserve
|
|
(14,002)
|
(24,417)
|
(16,683)
|
Retained earnings
|
|
(2,837,569)
|
(1,776,396)
|
(2,322,915)
|
|
|
|
|
|
Total Equity
|
|
3,168,998
|
4,160,387
|
3,680,971
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash flows
|
for the six months ended 30 June 2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
6 months
ended
|
6 months
ended
|
Year
ended
|
|
|
30 June
'24
|
30 June
'23
|
31 Dec
'23
|
|
|
£
|
£
|
£
|
Cash flows from operating activities
|
|
|
|
|
Loss for the period
|
|
(514,654)
|
(1,167,903)
|
(1,714,423)
|
Adjustments for:
|
|
|
|
|
Depreciation
|
|
256
|
262
|
520
|
Impairment
|
|
-
|
-
|
153,732
|
Finance expense
|
|
44,924
|
82,007
|
138,162
|
Finance income
|
|
-
|
(57,484)
|
(56,131)
|
Currency Translation
|
|
115,979
|
61,924
|
7,605
|
Share Option Expense
|
|
-
|
45,594
|
45,594
|
(Increase)/decrease in trade and
other receivables
|
|
(1,487)
|
477,629
|
487,695
|
Decrease in trade and other
payables
|
|
(4,271)
|
(572,530)
|
(447,110)
|
Net cash used in operating activities
|
|
(359,253)
|
(1,130,501)
|
(1,384,356)
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of intangible
exploration assets
|
|
(168,107)
|
(414,244)
|
(1,321,053)
|
Proceeds from option
agreement
|
|
14,424
|
-
|
-
|
Net cash used in investing activities
|
|
(153,683)
|
(414,244)
|
(1,321,053)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds on the issue of share
capital
|
|
-
|
2,900,000
|
2,900,000
|
Proceeds on the issue of
convertible loan notes
|
|
-
|
-
|
520,000
|
Share issue costs
|
|
-
|
(174,000)
|
(174,000)
|
Interest paid
|
|
-
|
(16,250)
|
(16,250)
|
|
|
|
|
|
Net cash from financing activities
|
|
-
|
2,709,750
|
3,229,750
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash
equivalents
|
|
(512,936)
|
1,165,005
|
524,341
|
|
|
|
|
|
Cash and cash equivalents at start of period
|
|
620,924
|
96,985
|
96,985
|
Exchange losses on cash and cash
equivalents
|
|
5,594
|
6,212
|
(402)
|
Cash and cash equivalents at end of period
|
|
113,582
|
1,268,202
|
620,924
|
Consolidated Statement of Changes in Equity
for the six months ended 30 June 2024
|
|
Share
Capital
|
Share
Premium
|
Share Option
Reserves
|
Other
Reserves
|
Foreign exchange translation
Reserve
|
Retained
Earnings
|
Total
Equity
|
Unaudited
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Balance at 1 Jan 2023
|
190,992
|
710,200
|
448,357
|
(161,445)
|
(9,169)
|
(658,031)
|
520,904
|
|
|
|
|
|
|
|
|
Loss for the financial
period
|
-
|
-
|
-
|
-
|
-
|
(1,167,903)
|
(1,167,903)
|
Foreign currency
retranslation
|
-
|
-
|
-
|
-
|
(15,248)
|
-
|
(15,267)
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(15,248)
|
(1,167,903)
|
(1,183,170)
|
Transactions with owners
|
|
|
|
|
|
|
|
Issue of new shares
|
307,600
|
4,886,270
|
-
|
-
|
-
|
-
|
5,193,870
|
Issue of options and
warrants
|
-
|
-
|
274,343
|
-
|
-
|
-
|
274,343
|
Cancellation of options and
warrants
|
|
|
(448,357)
|
|
-
|
49,539
|
(398,818)
|
Cost of shares issued
|
-
|
(246,760)
|
-
|
-
|
-
|
-
|
(246,760)
|
Total transactions with owners
|
307,600
|
4,639,510
|
(174,014)
|
-
|
-
|
49,539
|
4,822,635
|
Balance at 30 June 2023 (unaudited)
|
498,592
|
5,349,710
|
274,343
|
(161,445)
|
(24,417)
|
(1,776,396)
|
4,160,385
|
|
|
|
|
|
|
|
|
Audited
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
190,992
|
710,200
|
448,357
|
(161,445)
|
(9,169)
|
(658,031)
|
520,904
|
Loss for the financial
year
|
-
|
-
|
-
|
-
|
-
|
(1,714,423)
|
(1,714,423)
|
Foreign currency
retranslation
|
-
|
-
|
-
|
-
|
(7,514)
|
-
|
(7,514)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
(7,514)
|
(1,714,423)
|
(1,721,937)
|
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
|
Issue of new shares
|
308,617
|
4,904,074
|
-
|
-
|
-
|
-
|
5,212,691
|
Recognition of equity component
of
convertible loan notes
|
-
|
-
|
-
|
26,767
|
-
|
-
|
26,767
|
Issue of options and
warrants
|
-
|
-
|
288,122
|
-
|
-
|
-
|
288,122
|
Cancellation of options and
warrants
|
|
|
(448,357)
|
|
-
|
49,539
|
(398,818)
|
Cost of shares issued
|
-
|
(246,758)
|
-
|
-
|
-
|
-
|
(246,758)
|
Total transactions with owners
|
308,617
|
4,657,316
|
(160,235)
|
26,767
|
-
|
49,539
|
4,882,004
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
499,609
|
5,367,516
|
288,122
|
(134,678)
|
(16,683)
|
(2,322,915)
|
3,680,971
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
Balance at 1 Jan 2024
|
499,609
|
5,367,516
|
288,122
|
(134,678)
|
(16,683)
|
(2,322,915)
|
3,680,971
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(514,654)
|
(514,654)
|
Foreign currency
retranslation
|
-
|
-
|
-
|
-
|
2,681
|
-
|
2,681
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
-
|
2,681
|
(514,654)
|
(511,973)
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024 (unaudited)
|
499,609
|
5,367,516
|
288,122
|
(134,678)
|
(14,002)
|
(2,837,569)
|
3,168,998
|
Notes to the interim financial information
for the six months ended 30 June 2024
1.
Presentation of accounts and accounting policies
(a) Reporting
Entity
Fulcrum Metals plc (the "Company") and its
subsidiaries (together, the "Group") explore for and develop
mineral reserves in Canada.
The Company is a public limited company,
incorporated, domiciled, and registered in England and Wales. The
registered number is 14409193. The company's registered office and
principal place of business is Unit 58, Basepoint Business Centre
Isidore Road, Bromsgrove Enterprise Park, Bromsgrove,
Worcestershire, B60 3ET, England.
(b) Basis of
preparation
The interim financial statements of
Fulcrum Metals Plc are unaudited consolidated financial statements
for the six months ended 30 June 2024 which have been prepared in
accordance with UK adopted international accounting standards. They
include unaudited comparatives for the six months ended 30 June
2023 together with audited comparatives for the year ended 31
December 2023.
The interim financial statements do
not constitute statutory accounts within the meaning of section 434
of the Companies Act 2006. The statutory accounts for the
year ended 31 December 2023 have been reported on by the company's
auditors and have been filed with the Registrar of Companies.
The report of the auditors is unqualified and contained a material
uncertainty relating to going concern. Aside from the material
uncertainty relating to going concern paragraph above, the
auditor's report did not contain any statement under section 498 of
the Companies Act 2006.
The interim consolidated financial
statements for the six months ended 30 June 2024 have been prepared
on the basis of accounting policies expected to be adopted for the
year ended 31 December 2024. These are anticipated to be consistent
with those set out in the Group's latest financial statements for
the year ended 31 December 2023. These accounting policies are
drawn up in accordance with adopted International Accounting
Standards ("IAS") and International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards
Board.
(c)
Basis of consolidation
The consolidated interim financial information
includes the results of Fulcrum Metals plc and its subsidiary
undertakings. The financial statements of all group companies are
adjusted, where necessary, to ensure the use of consistent
accounting policies.
The Group was formed after the Company, prior
to its IPO and listing on AIM, completed a share for share
transaction with Fulcrum Metals Limited. The Board has taken the
view that the most appropriate way to account for this in line with
IFRS is to deem the share for share exchange as a group
reconstruction. This has been accounted for under the basis of
merger accounting given that the ultimate ownership before and
after the transaction remained the same. There is currently no
specific guidance on accounting for group reconstructions such as
this transaction under IFRSs. In the absence of specific guidance,
entities should select an appropriate accounting policy and IFRS
permits the consideration of pronouncements of other
standard-setting bodies. This group reconstruction as scoped out of
IFRS 3 has therefore been accounted for using predecessor
accounting principles resulting in the following practical
effects;
(i) The net assets of the Company and
the predecessor group, Fulcrum Metals Limited and its subsidiary
undertakings (the "Predecessor Group"), are combined using existing
book values, with adjustments made as necessary to ensure that the
same accounting policies are applied to the calculation of the net
assets of both entities;
(ii) No amount is recognised as consideration
for goodwill or negative goodwill;
(iii) The consolidated profit and loss account
includes the profits or losses of the company and the Predecessor
Group for the entire period, regardless of the date of the
reconstruction, and the comparative amounts in the consolidated
financial statements are restated to the figures presented by the
Predecessor Group; and
(iv) The retained earnings reserve includes
the cumulative results of the Company and the Predecessor Group,
regardless of the date of the reconstruction, and the comparative
amounts in the statement of financial position are restated to
those presented by the Predecessor Group.
(d) Significant
accounting policies
The Group has presented below key extracts of its
accounting policies.
(e) Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as
exploration and evaluation assets when it determines that those
assets will be successful in finding specific mineral resources.
Expenditure included in the initial measurement of exploration and
evaluation assets and which are classified as intangible assets,
relate to the acquisition of rights to explore, topographical,
geological, geochemical and geophysical studies, exploratory
drilling, trenching, sampling and activities to evaluate the
technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure
ceases when the mining property is capable of commercial
production.
Exploration and evaluation assets
are recorded and held at cost. Exploration and evaluation assets
are assessed for impairment annually or when facts and
circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by
allocating exploration and evaluation assets to cash generating
units, which are based on specific projects or geographical areas.
IFRS 6 permits impairments of exploration and evaluation
expenditure to be reversed should the conditions which led to the
impairment improve. The Group continually monitors the position of
the projects capitalised and impaired.
Whenever the exploration for and
evaluation of mineral resources in cash generating units does not
lead to the discovery of commercially viable quantities of mineral
resources and the Group has decided to discontinue such activities
of that unit, the associated expenditures are written off to the
Income Statement.
Impairment
Exploration and evaluation assets
are reviewed regularly for indicators of impairment and costs are
written off where circumstances indicate that the carrying value
might not be recoverable. In such circumstances, the exploration
and evaluation asset is allocated to development and production
assets within the same cash generating unit and tested for
impairment. Any such impairment arising is recognised in the income
statement for the period. Where there are no development and
production assets, the impaired costs of exploration and evaluation
are charged immediately to the income statement.
(f) Judgements and key sources of estimation
uncertainty
The preparation of the Group Financial Statements in
conformity with IFRSs requires Management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of
expenses during the year. Actual results may vary from the
estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
Significant items subject to such estimates and
assumptions include, but are not limited to:
Impairment of exploration and evaluation
costs
Exploration and evaluation costs have a carrying
value at 30 June 2024 of £4,035,126 (30 June 2023: £2,925,161; 31
December 2023: £3,883,651). The Group has a right to renew
exploration permits and the asset is only depreciated once
extraction of the resource commences. Management tests annually
whether exploration projects have future economic value in
accordance with the accounting policy stated in Note (f). Each
exploration project is subject to an annual review by either a
consultant or senior company geologist to determine if the
exploration results returned during the year warrant further exploration expenditure and have
the potential to result in an economic discovery. This review takes
into consideration the expected costs of extraction, long term
metal prices, anticipated resource volumes and supply and demand
outlook. In the event that a project does not represent an economic
exploration target and results indicate there is no additional
upside, a decision will be made to discontinue exploration. The
directors concluded that no impairment charge was required as of 30
June 2024.
Valuation of convertible loan notes
The Group's convertible loan notes are classified as
compound financial instruments as at 31 June 2024. Compound
financial instruments require the company to assess the fair value
of their debt component with reference to open market interest
rates for comparable debt excluding any equity components. This
requires judgment as to the applicable open market interest rates,
the valuation is based on valuations performed at 31 December
2023
Valuation of warrants
The Group has made awards of warrants over its
unissued share capital to certain Directors and employees as part
of their remuneration package. Certain warrants have also been
issued to shareholders as part of their subscription for shares and
to suppliers for various services received.
The valuation of these options and warrants involves
making a number of critical estimates relating to price volatility,
future dividend yields, expected life of the options and forfeiture
rates. The valuation is based on valuations performed at 31
December 2023.
2. Exceptional
Items
These are legal and professional
costs incurred relating to the Company's admission to
AIM.
3.
Exploration & Evaluation
Assets
Intangible assets comprise acquisition, exploration
and evaluation costs. Exploration and evaluation assets are all
internally generated. These are measured at cost and have an
indefinite asset life. Once the pre-production phase has been
entered into, the exploration and evaluation assets will cease to
be capitalised and commence amortisation.
Exploration & Evaluation Assets - Cost and Net Book
Value
|
|
|
Mineral
licence
|
Cost
|
£
|
At 1 January 2023
|
675,419
|
Foreign exchange movement on
opening balance
|
(20,714)
|
Additions
|
2,293,653
|
At
30 June 2023
|
2,948,358
|
|
|
Amortisation
|
|
Impairment losses c/f
|
23,930
|
Foreign exchange on opening
impairment balances
|
(733)
|
At
30 June 2023
|
23,197
|
|
|
Carrying amount at 30 June 2023
|
2,925,161
|
|
|
Cost
|
|
At 1 January 2023
|
675,419
|
Additions
|
3,407,835
|
Foreign exchange movement on
opening balance
|
(22,746)
|
|
|
At 31 December 2023
|
4,060,508
|
|
|
Amortisation
|
|
At 1 January 2023
|
23,930
|
Impairment losses
|
153,732
|
Foreign exchange on opening
impairment balances
|
(805)
|
At
31 December 2023
|
176,857
|
|
|
Carrying amount at 31 December 2023
|
3,883,651
|
|
|
Cost
|
|
At 1 January 2024
|
4,060,508
|
Foreign exchange movement on
opening balance
|
(112,296)
|
Additions
|
258,828
|
At 30 June 2024
|
4,207,040
|
|
|
Amortisation
|
|
At 1 January 2024
|
176,857
|
Foreign exchange movement on
opening balance
|
(4,943)
|
At
30 June 2024
|
171,914
|
|
|
Carrying amount at 30 June 2024
|
4,035,126
|
|
Cost b/fwd
|
Additions
|
FX movement on cost
b/fwd
|
Total
impairment
|
Carrying
amount
|
|
£
|
£
|
£
|
£
|
£
|
Jackfish Lake (Ontario)
|
310,371
|
742
|
(8,673)
|
-
|
302,440
|
Dog Lake (Ontario)
|
90,988
|
1,313
|
(2,543)
|
(44,223)
|
45,535
|
Syenite Lake (Ontario)
|
67,392
|
484
|
(1,883)
|
-
|
65,993
|
Beavertrap (Ontario)
|
42,132
|
-
|
(1,177)
|
(40,955)
|
-
|
Carib Creek (Ontario)
|
70,145
|
2,340
|
(1,960)
|
-
|
70,525
|
Tocheri Lake (Ontario)
|
89,230
|
-
|
(2,494)
|
(86,736)
|
-
|
Fontaine & Charlot Lake
(Saskatchewan)
|
139,182
|
9,466
|
(3,890)
|
-
|
144,758
|
Rongie Lake & Lost Lake
(Ontario)
|
80,290
|
-
|
(2,244)
|
-
|
78,046
|
South & North Neely Lake
(Saskatchewan)
|
181,714
|
9,837
|
(5,078)
|
-
|
186,473
|
Tully Gold Project
(Ontario)
|
557,053
|
4,333
|
(15,567)
|
-
|
545,819
|
Charlot-Neely West
(Saskatchewan)
|
3,868
|
-
|
(108)
|
-
|
3,760
|
South Pendleton
(Saskatchewan)
|
5,945
|
904
|
(166)
|
-
|
6,683
|
Snowbird (Saskatchewan)
|
28,945
|
12,802
|
(809)
|
-
|
40,938
|
Teck-Hughes (Ontario)
|
222,158
|
64,643
|
(6,192)
|
-
|
280,609
|
Big Bear (Ontario)
|
2,171,095
|
-
|
(59,512)
|
-
|
2,111,583
|
Sylvanite Tailings
(Ontario)
|
-
|
151,964
|
-
|
-
|
151,964
|
|
4,060,508
|
258,828
|
(112,296)
|
(171,914)
|
4,035,126
|
Following their assessment, the Directors concluded
that no impairment charge was required at 30 June 2024.
4.
Cash and cash
equivalents
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Cash at bank and in hand
|
113,582
|
1,268,202
|
620,924
|
|
|
|
|
All of the cash at bank is held
with an institution with a AA-credit rating.
5. Creditors: amounts
falling due within one year
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Trade creditors
|
51,003
|
43,522
|
48,237
|
Social security and other
taxes
|
5,833
|
5,452
|
6,753
|
Deferred Consideration
|
14,424
|
-
|
35,612
|
Accruals
|
32,340
|
38,300
|
44,339
|
|
103,600
|
87,274
|
134,941
|
6. Creditors: amounts
falling due over one year
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Convertible loan notes
|
564,303
|
-
|
519,380
|
Deferred consideration
|
357,002
|
-
|
213,271
|
|
921,305
|
-
|
732,651
|
The increase on the deferred consideration represents
the option agreement to acquire a 100% interest in Sylvanite Gold
Tailings Project ("Sylvanite"), located in Kirkland Lake, Ontario,
Canada. Sylvanite, an ex-producing mine, is strategically
located 3km from Fulcrum's Teck-Hughes Gold Tailings project, the
Company's first tailings investment (see announcement released by
the Company on 30 November 2023) and significantly expands its
footprint in the Kirkland Lake Gold Camp, one of the most
productive gold camps in Canada.
7. Convertible loan
notes
The convertible loan notes (the
"2021 CLNs") were issued by Fulcrum Metals Limited ("FML") on 19
November 2021 at an issue price of £0.10 per note. The notes were
convertible into ordinary shares of FML at any time between the
date of issue of the notes and their settlement date. On 24
November 2022, the 2021 CLNs were converted into 2,339,829 shares
at £0.10 per share.
On 5 July 2022, 28 September 2022,
and 17 October 2022 FML issued CLNs to investors to raise funds of
£453,463 at a conversion price of 70% of IPO share price (the "2022
CLNs").
On 8 February 2023, the 2022 CLNs issued by Fulcrum
Metals Limited to investors were cancelled and reissued in the name
of Fulcrum Metals Plc, under a deed of surrender and cancellation
agreement entered into on 24 November 2022. Under this agreement
the 2022 Loan notes were cancelled and, in their place (and in
consideration of the creation of an inter-company debt of £453,463
owed by FML to Fulcrum Metals plc), Fulcrum Metals plc issued
£453,463 of new loan notes. Subsequently, in conjunction with the
AIM IPO in February 2023, the CLN holders exercised their right to
convert the loan notes to share capital under the loan note
agreement.
On 6 August 2023, Fulcrum Metals PLC issued
convertible loan notes (the "2023 CLNs) to investors to raise funds
of £520,000 at an issue price of £1.00 per note. The notes are convertible into ordinary shares of
Fulcrum Metals PLC if the trigger event conditions are met prior to
the expiry date of 31 July 2025. The trigger event conditions will
be met if the VWAP exceeds 24p for five consecutive business days.
On the conversion date, the principal amount of the Notes and
all accrued but unpaid interest on such principal amount up to the
Conversion Date will convert into such number of new fully
paid Ordinary Shares, with the conversion price of 18.5p.
The net proceeds received from the
issue of the convertible loan notes have been split between the
financial liability element and an equity component, representing
the fair value of the embedded option to convert the financial
liability into equity of the Company, as follows:
Convertible loan notes
|
|
|
|
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Opening Balance
|
520,000
|
-
|
-
|
|
|
|
|
Proceeds of issue of convertible
loan notes
|
-
|
-
|
520,000
|
|
|
|
|
Net proceeds from issue of convertible loan
notes
|
520,000
|
-
|
520,000
|
|
|
|
|
Equity component
|
26,767
|
-
|
26,767
|
|
|
|
|
Amount classified as equity
|
26,767
|
-
|
26,767
|
|
|
|
|
Liability component at date of
issue 1 January 2024
|
519,380
|
-
|
493,233
|
Interest charged
|
44,923
|
-
|
26,147
|
Liability component at period
end
|
564,303
|
-
|
519,380
|
|
|
|
|
Liability component due within one
year
|
-
|
-
|
-
|
Liability component due over one
year
|
564,303
|
-
|
519,380
|
|
|
|
|
Carrying amount of liability component at 30 June
2024
|
564,303
|
-
|
519,380
|
|
|
|
|
8. Share based
payments
The fair value of the
equity-settled warrants was determined by the Binomial Option
model, the parameters are defined below:
Equity-settled warrants
On 8 February 2023, 1,169,915
Investor Warrants and 119,649 Vendor Warrants which were originally
issued by Fulcrum Metals Limited were agreed to be reissued as
warrants in Fulcrum Metals Plc. The stock price at this date was
18.25p. These warrants have a two year exercise window from the
Admission Date (14 February 2023) and allow the holder to subscribe
for ordinary shares in the Company at an exercise price of £0.175
and £0.2625 respectively.
Warrants were issued to Panther
Metals Plc (Panther A & Panther B Warrants) as part
consideration for the purchase of Big Bear.
Panther A warrants were issued with
a maximum subscription price of £125,000 and exercise price at the
placing price of £0.175. On this basis this calculates a total of
714,286 warrants available. These are exercisable during the period
commencing on the date of Admission and ending on the second
anniversary of the date of submission.
Panther B warrants were also issued
with a maximum subscription price of £125,000 but with the exercise
price set at 150% of the Placing Pricing £0.2625. Accordingly, this
second tranche constitutes a total of 476,190 warrants available,
which are exercisable for a longer period up to the third
anniversary of the date of Admission.
In addition, on 8 February 2023,
Allenby Capital and Clear Capital were issued 623,240 and 994,286
warrants respectively, both with an exercise price at the placing
price of £0.175. These warrants have a 3 year exercise window from
the date of admission
On 6 August 2023, Fulcrum Metals plc
agreed to grant to Clear Capital a number of warrants over new
ordinary shares in the company 263,513 Ordinary Shares (being 15%
of £325,000), with a value of £48,750, exercisable at the warrant
holders option at any time in the 3 years following completion of
the placing.
Schedule of equity-settled warrants
|
|
|
|
|
|
|
Exerciseprice £
|
Number of
shares
|
Expiry date of
warrants
|
Value per warrant
£
|
Share option reserve at
30/06/2024
£
|
Investor Warrants
|
0.1750
|
1,169,915
|
14/02/2025
|
0.065
|
76,577
|
Vendor Warrants
|
0.2625
|
119,649
|
14/02/2025
|
0.045
|
5,430
|
Panther A - Vendor Warrants
|
0.1750
|
714,286
|
14/02/2025
|
0.065
|
46,754
|
Panther B - Vendor Warrants
|
0.2625
|
476,190
|
14/02/2026
|
0.057
|
27,250
|
Clear Capital Warrants
|
0.1750
|
994,286
|
14/02/2026
|
0.073
|
72,738
|
Allenby Capital Warrants
|
0.1750
|
623,240
|
14/02/2026
|
0.073
|
45,595
|
Clear Capital Warrants
0.1850
|
263,513
|
06/08/2026
|
0.052
|
13,778
|
Total Warrants
|
4,361,079
|
|
|
288,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
Weighted Average
|
Weighted
|
|
Number of Warrants
|
cancelled
Warrants
|
exercise
price
(£)
|
average
remaining
life
|
Brought forward 1 January 2023
|
1,289,564
|
-
|
0.2062
|
1 year
|
Movement within the period ended 30
June 2023
|
4,367,566
|
1,289,564
|
-
|
-
|
Brought forward 30 June 2023
|
4,367,566
|
-
|
0.1766
|
2.20 Years
|
Movement within the
period
ended 30 December 2023
|
263,513
|
-
|
-
|
-
|
Brought forward 1 January 2024
|
4,361,079
|
-
|
0.1876
|
1.70 years
|
Granted within the
period
ended 30 June 2024
|
-
|
-
|
-
|
-
|
Carried forward 30 June 2024
|
4,361,079
|
-
|
0.1876
|
1.20 years
|
|
|
|
|
|
9.
Share capital
Issued, called up and fully paid
|
|
|
|
|
|
Number of
|
Share
|
Share
|
|
|
Ordinary
|
Capital
|
Premium
|
Total
|
|
shares
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
On incorporation
|
2
|
0
|
|
-
|
Share for share exchange 24
November 2022
|
19,099,230
|
190,992
|
710,200
|
901,192
|
Share issue on AIM listing 14
February 2023
|
16,571,429
|
165,714
|
2,734,286
|
2,900,00
|
Share issue upon exercise of CLNs
14 February 2023
|
3,602,411
|
36,024
|
405,271
|
441,295
|
Share issue as consideration for
AIM listing fees 14 February 2023
|
42,857
|
429
|
7,072
|
7,501
|
Share issue as consideration for
Acquisition 14 February 2023
|
9,971,839
|
99,719
|
1,645,353
|
1,745,072
|
Issue of shares as repayment of
Director's Loans 14 February 2024
|
571,428
|
5,714
|
94,286
|
100,000
|
Transaction Costs
|
-
|
-
|
(174,000)
|
(174,000)
|
Broker and Nomad
Warrants
|
-
|
-
|
(72,758)
|
(72,758)
|
At
30 June 2023
|
30,759,964
|
498,592
|
5,349,710
|
5,848,302
|
Issue of shares as finder's fee 17
August 2023
|
101,749
|
1,017
|
17,806
|
18,823
|
At
31 December 2023
|
49,960,943
|
499,609
|
5,367,516
|
5,867,125
|
|
|
|
|
|
At
30 June 2024
|
49,960,943
|
499,609
|
5,367,516
|
5,867,125
|
All shares hold the same voting and dividend
rights.
On 10 October 2022, the Company was
incorporated with two ordinary shares of £0.01 each being
issued.
On 24 November 2022, the owners of the entire issued
share capital of FML (the "Transferors") each entered into a Share
Exchange Agreement with Fulcrum Metals plc and FML, pursuant to
which the Transferors transferred the FML Shares held by each of
them to Fulcrum Metals plc in return for consideration of
£901,191.83, which was satisfied by the issue and allotment of
19,099,228 Ordinary Shares in the capital in Fulcrum Metals plc to
the Transferors (credited as fully paid).
On 8 February 2023, the Company entered into an
agreement with Clear Capital, on an equity settlement basis, for
the exchange of services. Per this agreement the Company granted
Clear Capital 994,286 warrants to subscribe for 994,286 Ordinary
Shares at £0.175 per share.
On 8 February 2023, the Company entered into an
agreement with Allenby Capital, on an equity settlement basis, for
the exchange of services. Per this agreement the Company granted
Allenby Capital 623,240 warrants to subscribe for 623,240 Ordinary
Shares at £0.175 per share.
On 14 February 2023, the Company completed a placing
of 16,571,429 ordinary shares at a price of
£0.175 per ordinary share raising a total of
£2,900,000.
On 14 February 2023, the Company exercised the
convertible loan notes by completing a placing of 3,602,411
ordinary shares at a price of £0.1225 per ordinary share.
On 14 February 2023, the Company announced it had
issued 42,857 ordinary shares at a price of
£0.175, credited as fully paid, as consideration for
legal fees incurred in the AIM listing process.
On 14 February 2023, the Company announced it had
issued 9,971,839 ordinary shares at a price of
£0.175, credited as fully paid, as consideration for
100% interest in and to the mineral claims located in Ontario known
as the Big Bear project and the license pertaining to such
claims.
On 14 February 2023, the Company announced it had
issued 571,428 ordinary shares at a price of
£0.175, credited as fully paid, as repayment of
Director's Loans.
On 17 August 2023, the Company announced it had
issued 101,749 ordinary shares at a price of
£0.185, credited as fully paid, as consideration for
finders' fees.
10. Earnings per share
Basic Earnings per share
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Basic Loss per share from
continuing operations
|
0.010
|
0.030
|
0.037
|
The loss and weighted average
number of shares used in the calculation of basic loss per share
are as follows:
|
30/06/2024
|
30/06/2023
|
31/12/2023
|
|
£
|
£
|
£
|
Loss for the year
|
514,654
|
1,167,903
|
1,714,423
|
|
|
|
|
|
No.
|
No.
|
No.
|
Weighted average number of ordinary
shares in issue
|
49,960,943
|
42,106,169
|
46,052,455
|
|
|
|
|
There is no difference between
diluted loss per share and basic loss per share due to the loss
position of the Group. Convertible loan notes and Warrants could
potentially dilute basic earnings per share in the future, but were
not included in the calculations of diluted earnings per share as
they are anti-dilutive for the periods presented.
11.
Events after the end of the
reporting period
On 2 July 2024, an option agreement was entered into
for the sale of the Saskatchewan Uranium Projects located in
Saskatchewan, Canada to Terra Balcanica Resources Corp ("Terra").
Under the terms of the agreement, and as announced on 3 April
2024, Terra has the option to acquire 100% of Fulcrum's Uranium
Projects, consisting of the Charlot-Neely, Fontaine Lake,
Snowbird and South Pendleton projects by completing four
years of exploration programmes and making a series of cash and
equity payments. On closing of the agreement, Fulcrum has been
issued a total of 1,997,151 common shares in Terra (the "Initial
Terra Consideration Shares") at a deemed issue price
of $0.125 per Terra share representing 4.49% per cent. of
the issued share capital of Terra. The Initial Terra Consideration
Shares will be subject to a hold period of four months from the
date of issuance in accordance with applicable securities laws
in Canada. Thereafter Fulcrum has agreed to orderly sales
provisions with respect to the Initial Terra Consideration Shares.
In addition, and following the exercise of the option, Fulcrum will
retain 1 per cent. net smelter return ("NSR") royalty on all claims
with a buydown option of 0.5 per cent. NSR for CA$1 million.
Post period on 13 September 2024,
Fulcrum announced successful equity financing commitments of
approximately £800,000 at 8p, including investor subscriptions of
approximately £643,500, conversion of supplier fees of £42,000,
proposed Director subscriptions of £89,761 and proposed conversion
of accrued Director salaries of £24,731. The proceeds will
primarily be used to accelerate testing and onsite evaluation
programmes at the Teck-Hughes and Sylvanite gold tailings projects
and for the Group's working capital needs.