Any evaluation relating to the merits of a particular Acquisition will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant to the Company’s business objective by the Directors. In evaluating a prospective target company or business, the Company expects to conduct a due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a detailed review of financial and other information which will be made available. The time required to select and evaluate a target company or business and to structure and complete the Acquisition, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

The Company expects that the Acquisition will be to acquire a controlling interest in a target company or business. The Company (or its successor) may consider acquiring a controlling interest constituting less than the whole voting control or less than the entire equity interest in a target company or business if such opportunity is attractive; provided, the Company (or its successor) would acquire a sufficient portion of the target entity such that it could consolidate the operations of such entity for applicable financial reporting purposes. Future complementary acquisitions may be non-controlling.

The determination of the Company’s post-Acquisition strategy and whether any Directors will remain with the combined company and, if so, on what terms, will be made following the identification of the target company or business but at or prior to the time of the Acquisition.

Results for the year and distributions

The results are set out in the Statements of Comprehensive Income on page 19. The total comprehensive loss attributable to the equity holders of the Company for the year was £444,287(2022: £259,694).

The Company paid no distribution or dividends during the year.

Key performance indicators

At this stage in its development, the Company is focusing on the evaluation of various resources projects. As and when the Company executes its first substantial acquisition, financial, operational, health and safety and environmental KPIs may become relevant and will be measured and reported as appropriate. As such the only KPI the Company monitors is whether it can successfully identify and secure an investment opportunity.

Social, Environmental and Governance

The Company is in an early state of acquiring a mining company. Further consideration will need to be given to the Company’s Social and Environmental issues once the acquisition is completed.

Diversity and inclusion

The Company is a shell company and therefore, it is exempt of complying with the Diversity and Inclusion rule.

Position of Company’s Business

As at 30 April 2023 the Company’s statement of Financial Position shows net assets totalling of £292,877 (2022: £737,163). The Company has minimal liabilities and is considered to have a positive cash position at the report date.

Employees

The Board of Directors (the “Board”) contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environmental matters.

At present, there are no female Directors in the Company. The Company has one executive director and two non-executive directors.

Principal risks and uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the following risk factors to be of particular relevance to the Company’s activities and to any investment in the Company. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.

Issue

Risk/Uncertainty

Mitigation

Unproven business model

The Company is a newly formed entity with no operating history. Although the Company announced on June 2022 that it has entered into a binding Heads of Terms with regard to the possible acquisition of 100% of the share capital of AUC Mining (U) Limited (“AUC”), there is a risk that the acquisition might not be completed or that the acquisition might not create value for shareholders.

The management team has experience in acquiring, investing in and/or managing companies in the sector. External advisers with specific related knowledge and experience have been brought in to support the Board.

The Company relies on the experience and talent of its management and advisers

The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition and the loss of the services of the Directors could materially adversely affect the Company’s strategy or ability to deliver upon it in a timely manner or at all.

All members of the Board have shareholdings in the Company and the one Executive Director has a significant shareholding in the Company.

The Company is unable to complete any acquisitions

The Company may be unable to complete an acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding following completion of an acquisition.

The Board is clear that all acquisitions and investments completed by the Company will provide substantial returns for shareholders which will support the funding requirements.

Raising funding

The Company may need to raise substantial additional capital in the future to fund any acquisition and future revenues, taxes, capital expenditures and operating expenses will all be factors which will have an impact on the amount of additional capital required. Any additional equity financing may be dilutive to Shareholders and debt financing, while widely available, may involve restrictions on financing and operating activities.

It is anticipated that a reverse acquisition will take place and that funds will be raised for the enlarged business in conjunction with the acquisition. The Company monitors its cash requirements carefully and the net proceeds from the share issues have been conserved as much as possible pending completion of an acquisition.

The Company may be subject to changes in regulation affecting the minning sector.

The Company may be subject to regulatory risks, in particular competition, data, and publishing regulations following an acquisition.

The Company monitors legislative and regulatory changes and alters its business practices where appropriate. In the event that the Company becomes subject to specific regulation regarding its activities either before or after an acquisition, the Company will put in place such procedures as are necessary to ensure it complies with such regulation.

Financial risk management

The Company’s principal financial instruments comprise cash balances, accounts payable and accounts receivable arising in the normal course of its operations.

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

As at 30 April 2023 there is no significant exposure to liquidity or price risk, the only credit risk applicable is over the cash balance which is held with a reputable bank.

Section 172 Statement

Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they consider, in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking into account the non-exhaustive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their decision making.

The Company, as a special purpose acquisition vehicle seeking an acquisition that: has yet to complete an acquisition; has no employees; and has a Board and business which came together in conjunction with the Company’s listing on the LSE Main Market in August 2021, has had relatively little interaction with its members and internal stakeholders during the period from Admission to 30 April 2022 (the “Reporting Period”). The Board believes they have acted on the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by section 172.

It should be noted that due to the early stage of the Company’s development, the Board also deems the Company’s impact on external stakeholders to have been minimal during the Reporting Period. Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective and mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom discussions and decisions regarding the potential long-term impacts of our strategic decisions.

Post the Reporting Period end, the Directors have continued to have regard to the interests of the Company’s stakeholders, including the potential impact of its future activities and acquisition strategy on the community, the environment and the Company’s reputation, when making decisions. The Directors also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in the long term.

As outlined above, the Company did not retain any employees during the Reporting Period and therefore this Section 172 statement does not make reference to how we consider their interests. The Company will monitor the need to incorporate the interests of employees in its decision making as the Company grows.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.

Stakeholder	Their interests	How we engage
Investors	· Comprehensive review of financials · Business sustainability · High standard of governance · Success of the business · Ethical behaviour · Awareness of long-term strategy and direction	· Regular reports and analysis on investors and shareholders · Annual Report · Company website · Shareholder circulars · AGM · RNS announcements · Press releases
Regulatory bodies	· Compliance with regulations · Company reputation · Insurance	· Company website · RNS announcements · Annual Report · Direct contact with regulators · Compliance updates at Board Meetings · Consistent risk review
Partners	· Business strategy · Application of acquisition strategy	· Meetings and negotiations · Reports and proposals · Dialogue with third party stakeholders where appropriate

The Company had no trading activity during the year ended.

The Company follows international best practice on environmental aspects of our work.

This report was approved and authorised for issue by the board and signed on its behalf by:

Cameron Pearce

Director
22 August 2023

The Directors present their report with the audited financial statements for the year ended 30 April 2023. A review of the business and results of the Company for the year is contained in the strategic report, which should be read in conjunction with this report.

Directors

The Directors who held office during the year and to the date of this report, together with details of their interest in the shares of the Company at 30 April 2023 and the date of this report were:

	Number of Ordinary Shares	Number of Share Options

Cameron Pearce	6,000,000	950,000

Daniel Rootes	1,000,000	950,000

Winton Willesee	3,000,000	950,000

Details of the Directors’ fees are given in note 6 to the accounts.

Directors’ indemnities

As the Company has no trading at the moment, there is not a third-party indemnity policy in place at the date of this financial statements.

Going Concern

The Directors have reviewed the Company’s ongoing activities, including its future intentions in respect of acquisitions. Having regard to the Company’s existing working capital position and the expected capital to be raised at the time of the acquisition, the Directors are of the opinion that the Company has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of these financial statements. if the acquisition was to be delayed or not to take place, the Directors believe that further capital can be raised during the year.

Corporate Governance

The Governance report forms part of the Directors’ report and is disclosed on page 8.

Policy for new appointments

Without prejudice to the power of the Company to appoint any person to be a Director pursuant to the Articles the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors (other than alternate directors) must not be less than two and must not be more than 15 in accordance with the Articles. Any Director so appointed shall hold office only until the annual general meeting of the Company next following such appointment and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting. If not re-appointed at such annual general meeting, he shall vacate office at the conclusion thereof.

Rules for amendment of articles

Directors cannot alter the Company’s Articles unless a special resolution is approved by the shareholders. A special resolution requires at least 75% of a company's members to vote in favour for it to pass.

Substantial shareholders

No single person directly or indirectly, individually or collectively, exercises control over the Company. The Directors are aware of the following persons, who had an interest in 3% or more of the issued ordinary share capital of the Company as at 31 July 2023:

Shareholder	% of issued share capital of the Company

Jim Nominees Limited	31.95%
HSBC Global Custody Nominee (UK) Limited	13.87%
James Brearley Crest Nominees Limited	8.48%
Azalea Family Holdings Pty Ltd	6.94%
Pershing Nominees Limited	7.44%
West End Ventures Pty Ltd	3.85%
Peel Hunt Holdings Limited	3.78%

Financial risk management

The Company’s major financial instruments include bank balances, trade and other payables and accrued expense. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Greenhouse Gas (GHG) Emissions

The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its operations during the year under review, it has not been practical to measure its carbon footprint.

In the future, once trading has commenced following an acquisition, the Company will measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Directors’ Report and the Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards (“IFRS”) and the Companies Act 2006.

The Financial Statements are required to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year.

In preparing these Financial Statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently.

· present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information.

· provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity’s financial position and financial performance; and

· make an assessment of the Company’s ability to continue as a going concern.

Opinion

We have audited the financial statements of Citius Resources Plc (the “Company”) for the year ended 30 April 2023 which comprise the Statement of comprehensive income, Statement of financial position, Statement of changes in equity, Statement of cash flow 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.

In our opinion, the financial statements:

give a true and fair view of the state of the company’s affairs as at 30 April 2023 and of its loss for the year then ended;
have been properly prepared in accordance with UK-adopted International Accounting Standards; and
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 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 related to going concern

We draw attention to note 2.2 in the financial statement, which indicates that the Company has to date not completed the proposed RTO of AUC Mining Limited, to which the Company has advanced funds of £249,341 If the proposed RTO does not complete and the target is unable subsequently to make timely reimbursement of amounts advanced to it, further working capital will be required in order to fund the Company’s operating costs for at least 12 months. If the proposed RTO does complete, further working capital will be required in order to fund the operations of the enlarged group.

The directors believe that additional capital can be raised in either eventuality and that, once the proposed RTO has completed, the Company will be in the position to raise sufficient capital to bring the acquired mining project into production. At the date of approval of these financial statements the availability of additional capital is not guaranteed and this represents a material uncertainty in relation to the Company’s funding arrangements that may cast significant doubt over the 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 directors’ 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 Company’s ability to continue to adopt the going concern basis of accounting included:

· Obtaining management’s going concern assessment and challenging, where appropriate, the assumptions used;

· Testing the mathematical accuracy of the model used by management in their assessment;

· Considering the reasonableness of the model, including comparison to actual results achieved in the year and the evaluation of downside sensitivities;

· Considered the liquidity of existing assets on the statement of financial position; and

· Discussing with management and evaluating their assessment of the company’s liquidity requirement.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £8,200 (2022: £15,000), based on 2% of total assets. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be £5,700 (2022: £10,500).

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration.

We agreed with the Board of Directors to report all identified errors in excess of £1,000 (2022: £1,500). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken on behalf of the Board by management and the overall control environment. Based on this understanding we assessed those aspects of the company transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit matter and planned our audit approach accordingly.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, 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) that we identified. These matters included 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.

The only matter we identified as a key audit matter was the material uncertainty related to going concern, which is set out above.

Our audit procedures in relation to this matter was designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on this matter individually and we express no such opinion.

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 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 our 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 company and its 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 company, or returns adequate for our audit have not been received from branches not visited by us; or

· the 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

Responsibilities of the directors for the financial statements

As explained more fully in the directors’ responsibilities statement set out on page 10, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for assessing the 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 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 legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, corroborating balances recognised to supporting documentation on a sample basis, and ensuring accounting policies are appropriate under the relevant accounting standards and applicable law.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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 on 21 June 2021 to audit the financial statements for the year ending 30 April 2021 and subsequent periods. Our total uninterrupted period of engagement is three years, covering the periods ending 30 April 2021 to 30 April 2023.

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

Our audit opinion is consistent with the additional report to the board as a whole.

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.

Stephen Bullock

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW

22 August 2023

Statement of Comprehensive Income for the year ended 30 April 2023

		30 April 2023	30 April 2022
	Notes	GBP	GBP

Administrative fees and other expenses	5	(444,287)	(259,694)
Operating loss		(444,287)	(259,694)

Finance costs		-	-
Loss before tax		(444,287)	(259,694)

Income tax	8	-	-

Loss for the year and total comprehensive loss for the year		(444,287)	(259,694)

Basic and diluted loss per share (pence)	9	(1.03)	(0.69)

There was no other comprehensive income for the year ended on 30 April 2023 (2022: Nil).

The accompanying notes on pages 23 to 30 form an integral part of the financial statements.

Statement of Financial Position as at 30 April 2023

	Notes	2023	2022
		GBP	GBP

Current assets
Other receivables	10	249,341	20,075
Cash and cash equivalents		154,759	757,103
Total current assets		412,100	777,178


Current liabilities
Trade and other current liabilities	11	119,223	40,015
Total current liabilities		119,223	40,015

Net assets		292,877	737,163

Equity
Share capital	11	216,250	216,250
Share Premium	11	921,797	921,797
Share option reserve	12	17,422	17,422
Retained earnings		(862,592)	(418,306)
Total equity		292,877	737,163

The accompanying notes on pages 23 to 30 form an integral part of the financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 22 August 2023 and were signed on its behalf by:

Cameron Pearce Winton Willesee

Director Director

Company Registration No.12557958

1. General

Citius Resources Plc (the “Company”) is a public limited company limited by shares incorporated and registered in England and Wales on 15 April 2020 (as Citius Resources Limited, the name was changed to Citius Resources Plc on 3 August 2020) with registered company number 12557958 and its registered office situated in England and Wales with its registered office at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.

2. Accounting Policies

2.1 Basis of preparation

The principal accounting policies applied in the preparation of the Company’s financial statements are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.

The Company’s financial statements have been prepared in accordance with UK-adopted International Accounting Standards and the Companies Act 2006. The Company’s financial statements have been prepared on a historical cost basis.

The Company’s financial statements are presented in £, which is the Company’s functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

2.2 Standards and interpretations issued but not yet applied

The following were new standards and amendments issued or amended by the UK Endorsement Board or the IASB which are relevant to the Company and are effective for annual periods commencing on or after 1 May 2022:

· Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

· Annual Improvements to IFRS Standards 2018-2020

· Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)

· Reference to the Conceptual Framework (Amendments to IFRS 3)

Adoption of these new and amended standards has had no material impact on the financial statements of the Company.

Accounting Standards or interpretations, not yet early adopted

A number of new standards, amendments to existing standards and interpretations which have been issued or amended by UK IAS, are not yet effective and have not been applied in preparing these financial statements. The Directors are considering the standards, however, at this time they are not expected to have a material impact on the Company.

2.3 Going concern

The Company’s business activities, together with the factors likely to affect its future development, performance and positions are set out in the Strategic Report on page 3.

The Company is an investment company, and currently has no income stream until a suitable acquisition is acquired, it is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company’s ongoing activities including its future intentions in respect of acquisitions. At the date of approval of these financial statements the proposed RTO of AUC Mining Limited has not completed. If the proposed RTO does not complete and the target is unable subsequently to make timely reimbursement of amounts of £249,341 advanced to it, further working capital will be required in order to fund the Company’s operating costs for at least 12 months. If the proposed RTO does complete, further working capital will be required in order to fund the operations of the enlarged group. The directors believe that additional capital can be raised in either eventuality in order to enable the Company to continue in existence for a period of at least 12 months from the date of approval of these financial statements and that, once the proposed RTO has completed, the Company will be in the position to raise sufficient capital to bring the acquired mining project into production. At the date of approval of these financial statements the availability of additional capital is not guaranteed and this represents a material uncertainty in relation to the Company’s funding arrangements.

3. Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below:

3.1 Foreign currency

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Exchange differences arising on translation are recognised in profit or loss.

3.2 Earnings per share

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive potential ordinary shares.

3.3 Income tax

Income tax expense comprises current tax and deferred tax.

Current income tax

Current tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

3.4 Cash and cash equivalents

Cash and cash equivalents comprise of cash on hand.

3.5 Financial instruments

Financial assets

Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity financial assets and available-for-sale financial assets, as appropriate. The Company determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Financial assets are derecognised only when the contractual rights to the cash flows from the financial asset expire or the Company transfers substantially all risks and rewards of ownership.

The Company’s financial assets consist of other receivables and cash and cash equivalents. Other receivables are recognised initially at fair value and subsequently measured at amortised cost. Cash and cash equivalents include cash in hand The Company assesses on a forward-looking basis the expect credit losses, defined as the difference between the contractual cash flows and the cash flows that are expected to be received.

3.5 Financial instruments (continued)

Financial liabilities and equity

Liabilities are classified as financial liabilities at fair value through profit or loss or other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. The fair value of a non-interest bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, discounting is omitted.

Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

3.6 Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the year in which the dividends are approved.

3.7 Share based payments

Equity-settled share awards are recognised as an expense based on their fair value at date of grant. The fair value of equity-settled share options is estimated through the use of option valuation models – which require inputs such as the risk-free interest rate, expected dividends, expected volatility and the expected option life – and is expensed over the vesting period. Please see note 12 for further information regarding share based assumptions.

4. Critical accounting estimates and judgments

In preparing the Company financial statements, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Company financial statements.

5. Administrative fee and other expenses

	30 April 2023	30 April 2022
	GBP	GBP

Project cost expenditure	216,112	-
Directors’ remuneration (note 6)	48,000	48,000
Professional fees	115,785	140,259
Audit fees	36,000	30,000
Administration fees	18,000	12,310
Warrant costs	-	17,422
Miscellaneous fees	10,390	11,703

Total	444,287	259,694

The company did not employ any staff during the year other than Directors. The Directors are the only members of key management and their remuneration related solely to short term employee benefits.

6. Directors remuneration

	30 April 2023	30 April 2022
	GBP	GBP

Directors fees	48,000	48,000

7. Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

	30 April 2023	30 April 2022
	Number	Number
Directors	3	3
	3	3

Employment costs

	30 April 2023	30 April 2022
	GBP	GBP

Remuneration for qualifying services	48,000	48,000

8. Taxation

Analysis of charge in the year	30 April 2023	30 April 2022
	GBP	GBP

Current tax:
UK Corporation tax on loss for the year	-	-
Deferred tax	-	-
Tax on loss on ordinary activities	-	-

Loss on ordinary activities before tax	(444,287)	(259,694)
Less non-deductible expenditure	66,698	153,435
Total taxable loss	(377,589)	(106,259)
Loss on ordinary activities multiplied by rate of corporation tax in the UK of 19%	(71,742)	(20,189)

Tax losses carried forward	(71,742)	(20,189)
Current tax charged	-	-

Total tax losses available to be carried forward is £624,348 (2022: £246,759). No deferred tax assets have been recognised due to the uncertainty of future profits.

9. Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

	30 April 2023	30 April 2022

Earnings
Loss from continuing operations for the year attributable to the equity holders of the Company	(444,287)	(259,694)
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share
	43,250,000	37,423,744
Basic and diluted loss per share (pence)	(1.03)	(0.69)

There are no potentially dilutive shares in issue.

10. Other receivables

	30 April 2023	30 April 2022
	GBP	GBP

Loan to Kamalenge Gold Project	249,341	-
Prepayments	8,000	20,075

Total	257,341	20,075

11. Creditors: Amounts falling due within one year

	30 April 2023	30 April 2022
	GBP	GBP

Trade payables	722	7,916
Cash received in advanced	80,000	-
Accruals	38,500	32,099

Total	119,222	40,015

In March 2023, the Company received £80,000 funds in advance from a shareholder which is intended to be converted into ordinary shares following the next Capital Raised.

12. Share capital

	Number of shares issued	Nominal value per share	Share capital	Share premium	Total share capital
		GBP	GBP	GBP	GBP
At 30 April 2021	18,333,334		91,667	208,333	300,000

Issue of ordinary shares 3	8,666,665	0.005	43,333	216,667	260,000

Issue of ordinary shares 4	16,250,001	0.005	81,250	568,750	650,000

Share issue cost			-	(71,953)	(71,953)

At 30 April 2022	43,250,000		216,250	921,797	1,138,047

At 30 April 2023	43,250,000		216,250	921,797	1,138,047

On 26 May 2021, the Company issued 8,666,665 Ordinary Shares at £0.03 each. For every Ordinary Shares subscribed for, the Company issued to such Subscribers a warrant to acquire one Ordinary Shares for a period of 4 years from the IPO date at a price of £0.03 per Ordinary Share.

On 25 August 2021, the Company was admitted to the London Stock Exchange and as part of the Company’s IPO, 16,250,001 Ordinary Shares were issued as £0.04 each. 2,250,001 of these shares were given to consultants (“consultant shares”) and 14,000,000 were acquired by shareholders (“placing shares”). For every two of the placing Ordinary Shares subscribed for, the Company issued to such Subscribers a warrant to acquire one Ordinary Share for a period of 3 years from admission as a price of £0.06 each.

All the shares issued, with same nominal values, are classed as Ordinary Shares and have same rights attached to them.

13. Share based payments

Warrants

No warrants were issued in exchange for a good or service during 2023 (2022: 1,333,333). The number of warrants issued in exchange for goods or services during as at 30 April 2023 is a follow:

	30 April 2023
	Number of warrants	Weighted Average exercise price

Outstanding on 1 May	1,333,333	3.62p
Issued during the year	-	-
Outstanding on 30 April	1,333,333	3.62p

Weighted average remaining contractual life		1.32 years

The warrants have vested on grant and have been recognised in full upon issue. If the warrants remain unexercised after a period of three years from the date of grant, they will expire. The holder may exercise the subscription right at any time within the subscription period.

The above warrants were valued using the Black Scholes valuation method. The assumptions used are detailed below. The expected future volatility has been determined by reference to the average volatility of similar entities:

13. Share based payments (continued)

Warrants		30 April 2023

Weighted Average Share Price		4p
Weighted Average Exercise Price		3.62p
Expected Volatility		51%
Expected Life		3 years
Risk-free Rate		0.59%
Expected Dividend		Nil
Weighted Average Fair Value (GBP)		17,422

In addition to the above, the Company has issued warrants to subscribe for ordinary shares as part of equity fundraise transactions. On 16 August 2021 the Company granted 13,500,000 warrants to subscribe for ordinary shares at 4p per share to pre-IPO investors. On Admission on 25 August 2021, the Company granted a further 7,000,000 warrants to subscribe for ordinary shares at 6p per share to places. The following investor warrants were issued which fall outside the scope of IFRS 2:

	Number of warrants	Weighted Average exercise price

Outstanding on 1 May 2021	-	-
Issued during the year	13,500,000	4.0p
Issued during the year	7,000,000	6.0p
Outstanding on 30 April 2022	20,500,000	4.68p

Outstanding on 30 April 2023	20,500,000	4.68p

Weighted average remaining contractual life		1.32 years

Deferred Tax

No deferred tax asset has been recognised in respect of warrants.

14. Financial instruments

14.1 Categories of financial instruments

	30 April 2023	30 April 2022
	GBP	GBP
Financial assets
Trade and other receivables	257,341	20,075
Cash and cash equivalents	154,759	757,103

Financial liabilities
Trade and other payables	119,223	40,015

14.2 Financial risk management objectives and policies