The UK’s First Listed, Sustainable Circular Economy for Battery Metals

Technology Minerals invests in cutting-edge technology to recycle, recover, and re-use battery technologies

for a renewable energy future. Technology Minerals is focused on identifying raw materials required for

Li-ion batteries, whilst solving the ecological issue of spent Li-ion batteries by recycling them for re-use by

battery manufacturers.

FRONT COVER: Black mass, produced from recycled lithium-ion (‘Li-ion’) batteries (LIBs), can revolutionise

battery supply chains & mineral sourcing for net-zero transition.

• 15 million metric tonnes of discarded Li-ion batteries are expected by 2030

• EV (electric vehicle) batteries contains lithium, cobalt, nickel, copper, aluminium, iron, manganese and more

• 40-50% of the total weight of an EV battery is formed from black mass

• Recycling black mass secures domestic critical metal supply and prevents battery waste in landﬁlls

Source: TechCrunch, 2022 and Green Science Alliance, 2023

BATTERY RECYCLING

• Li-ion and lead-acid battery recycling, through

Recyclus Group, to provide much needed supply

LIBOX SOLUTION

• A solution for the safe storage and transportation of

end-of-life Li-ion batteries

RESOURCE PROJECTS

• A portfolio of projects focused on key battery

metals, including lithium, cobalt, copper, nickel, and

manganese

Battery

Recycling

OUR

BUSINESS

TODAY

LiBox

Solution

Resource

Projects

Annual Report

Contents

HIGHLIGHTS

STRATEGIC REPORT

• Chairman’s Statement

• Chief Executive Ofﬁcer’s Review

• Chief Financial Ofﬁcer’s Review

• Industrial Scale Battery Recycling Capacity

• Logistics and R&D

• Exploration Assets and Strategy

• The Market

• Exploration Portfolio and Strategy

• Principal Risks and Uncertainties

DIRECTORS’ AND CORPORATE GOVERNANCE REPORT

• Directors’ Report

• Board of Directors

• Corporate Governance Report

• Audit Committee Report

• Directors’ Remuneration Report

• Nomination Committee Report

• ESG Report

FINANCIAL STATEMENTS

• Independent Auditor’s Report

• Consolidated Financial Statements

• Notes to the Consolidated Financial Statements

COMPANY INFORMATION

105

Annual Report

Highlights

MINERAL EXPLORATION

T First stage of geochemical exploration programme

returned high-grade lithium pegmatite results

at Prospecting Licence Area (“PLA 1597”) at the

Leinster Lithium Property in Ireland

T Secured seven new prospecting licences at the

Leinster Lithium Property

T In October 2022 and post-period in July 2023,

Global Battery Metals (“GBML”) elected to exercise

its First and Second Options at Leinster, bringing

GBML’s equity interest in the Property to 55%

T Conﬁrmed high-grades of cobalt and copper,

with associated nickel mineralisation from

new lithogeochemical sampling at 100%-owned

Asturmet Project in Asturias, NW Spain

T Granted ﬁve exploration permits by the Cameroon

Ministry of Mines, Industry and Technological

Development at the Technology Minerals

Cameroon Property

RECYCLUS GROUP LTD (“RECYCLUS”)

An associate undertaking, 48.35% owned by Technology Minerals Plc

T Strengthened management team with the

appointment of Jo Dennis as Group Managing

Director and Nick Pickard as Head of Research and

Development

T Commenced manual recycling with ﬁrst lead

acid batteries recycled at Tipton, after receiving

approved battery treatment operator (“ABTO”)

status from the Environment Agency (“EA”)

T Secured £1.96m grant from Innovate UK to create

a mobile battery recycling system for lithium-ion

(“Li-ion”) batteries

T Received ABTO status from the EA, allowing it

to commence recycling operations, with on-site

treatment and processing of spent Li-ion batteries

at its facility in Wolverhampton

T Certiﬁed as compliant with ISO standards for

Quality Management (ISO 9001), Environmental

Management (ISO 14001) and Health & Safety

Management (ISO 45001) by the International

Organisation for Standardisation (“ISO”)

CORPORATE

T Raised £2.5 million before expenses from a new

high net worth investor in March 2023, consisting

of a subscription for 80,000,000 new ordinary

shares and the issue of Convertible Loan Notes to

a value of £1.7 million

T Technology Minerals signed binding Heads of

Terms (“HoTs”) to acquire the remaining issued

share capital of Recyclus for new shares in the

Company

T Raised £400,000 before expenses from a new

institutional investor in November 2022, consisting

of a subscription for 32,000,000 new ordinary

POST PERIOD

T In July 2023, Recyclus made an International

Patent Application for its lead paste

desulphurisation process, developed from its

recycling facility in Tipton, under the Patent Co-

operation Treaty

T In July and September 2023, the Company raised a

total of £1.2 million from a long-term shareholder

through the issue of Convertible Loan Notes

T Recyclus appointed automotive industry experts

Andrew Goss and Phil Hodgkinson as consultants

with effect from 1 July 2023

T In September 2023 successfully completed

the Commissioning Phase at the UK’s ﬁrst

industrial scale Li-ion battery recycling facility in

Wolverhampton, West Midlands

T In October 2023, GBML completed a structural

remote sensing study of the Leinster Lithium

District, with 25 new exploration targets identiﬁed

T Received ﬁnal clearance from the EA in October

2023 for the variation licence to commence full

automated operations at its lead acid battery

recycling plant in Tipton

Strategic Report

Chairman’s Statement

Dear Shareholders,

It has been a signiﬁcant year of progress for

Technology Minerals which has laid the groundwork

for what we expect to be a transformational year

for the Company in 2023/2024. We, along with

our associated undertaking, Recyclus Group Ltd,

in which we hold a 48.35% stake, achieved several

important milestones through the year and our

accomplishments across the breadth of our business

stand as a testament to our collective commitment

and strategic strength.

The Company remains committed to the acquisition

of the remaining shares in Recyclus, which will

consolidate our twin-track strategy to create a

circular economy for battery metals, leveraging both

our exploration assets of key battery metals alongside

our investment in battery recycling technology

solutions.

Minerals exploration

The Company has built a portfolio of what we believe

to be a strategic and balanced mix of battery metal

projects primarily located in the USA and Europe, with

one project located in Cameroon.

We continued to advance our exploration campaigns

across our minerals exploration assets, receiving

particularly encouraging exploration results at our

assets in Leinster, Ireland and Asturias, Spain. We

also obtained a further seven new licences at the

Leinster Project and secured permits for our ﬁve

exploration licences at the Cameroon asset. At

Leinster, GBML elected to exercise its First and

Second Option in the Property, demonstrating

conﬁdence in the lithium project and bringing

additional value to Technology Minerals.

Our minerals exploration strategy is to increase the

value of each project through judicious and efﬁcient

exploration methodologies, while minimising capital

outlay, and to seek out partnerships to deploy capital

as required, creating additional value in the portfolio

and for shareholders.

Recyclus

Alongside our exploration programmes, Recyclus took

several important steps forward with the business

now set to ramp up operations and begin generating

multiple revenue streams.

In a tremendous milestone, Recyclus has now

completed the Commissioning Phase for fully

automated operations at its state-of-the-art recycling

plant in Wolverhampton. With the essential approvals

from the EA secured, this marks a pivotal moment as

the plant gears up for fully automated operations.

The facility stands as the pioneering industrial scale

Li-ion battery recycling plant in the UK – a testament

to UK-based engineering ingenuity. This proprietary

solution tackles the urgent challenge of managing the

escalating volumes of used Li-ion batteries.

We have seen a huge level of interest in our Li-ion

battery recycling solution from various industries and

as a ﬁrst mover in the UK, Recyclus is well placed to

capture a signiﬁcant market opportunity.

Alongside the Li-ion facility, Recyclus also received

ﬁnal clearance from the EA for the variation licence to

commence full automated operations at its lead acid

battery recycling plant in Tipton, West Midlands.

The Wolverhampton and Tipton plants are the ﬁrst

of 10, ﬁve Li-ion and ﬁve lead acid, battery recycling

plants to be built in the UK in the coming years with

the potential to position further plants internationally.

Our Li-ion recycling facility is a new, innovative

solution and as such we worked very closely with

the EA to secure the necessary approvals. The EA

permit award was of national importance giving

Recyclus priority status, recognising the development

of the company will help maintain national resilience,

fortifying vital infrastructure and playing a critical

role in environmental protection. This achievement

once again emphasises Recyclus’ national signiﬁcance

in forging a new path to address a substantial existing

challenge as we progress towards a sustainable

green transition.

Storage and transportation of Li-ion batteries

Recyclus has continued to progress its safe

storage and transportation boxes, under the

brand name LiBox. These containers offer a UN-

Strategic Report

Chairman’s Statement

standard compliant solution for the safe storage

and transportation of Li-ion batteries, opening

opportunities for Recyclus within the battery sector’s

logistical landscape.

Li-ion batteries, commonly used in a wide range

of devices, carry inherent safety risks, such as

thermal runaway and the release of hazardous

materials. Ensuring proper packaging, handling, and

transportation procedures not only prevents accidents

like ﬁres and explosions but also safeguards the

environment and human health.

Catering to both domestic and global markets, these

containers fulﬁl a critical logistical requirement where

there is a signiﬁcant demand and have opened up

an additional channel of revenue generation for the

business.

Research and development

Recyclus continues to strive to be a pioneer

and leader in innovation for battery recycling

technologies.

Recyclus was awarded a £1.96m grant from Innovate

UK to create a mobile battery recycling system

capable of handling any type of Li-ion battery. The

development of consumer goods such as vapes,

handhelds, e-bikes and the general transition to

electric transport is causing serious environmental

issues. The Recyclus mobile unit takes the recycling

solution to the problem and will provide a reliable,

cost-effective and automated process for the safe and

environmentally friendly recycling of Li-ion batteries

across the UK. In addition, Recyclus received patent

pending status from the EPO for its lead paste

desulphurisation process, which was developed to

deliver improvements to end customers in terms of

processing costs and reduced levels of hazardous

waste gases.

These two examples evidence the team’s technical

knowhow, expertise and knowledge that pushes

Recyclus to continuously innovate and develop

products and technologies where there is a clear gap

in the market.

An answer to pressing global problems

The global push towards carbon neutrality is clear

with the UK and the European Union setting the

targets to achieve net zero emissions by 2050. The

strain on energy systems and supply chains has been

exacerbated by global economic and geopolitical

factors. This should bring urgency to governments to

establish viable, sustainable solutions and security

of supply to ensure the resilience of critical systems.

With the battery industry set to account for 90%

of lithium demand by 2026, and other key metals

similarly sought after, it is key that primary and

secondary supplies are established to mitigate the

incoming supply crunch.

Looking ahead

Technology Minerals has ended this year in a

stronger position than that of last year, due to the

advancement of its portfolio of exploration assets,

and the development of Recyclus, which is now on

the cusp of a signiﬁcant ramp up in operations and

revenue generation. Our proposed acquisition of

Recyclus will cement our strategy to create a fully

circular economy for battery metals and further

enhance our platform for long term growth.

I wish to extend my gratitude to our shareholders for

their support over the course of this year. I would

also like to express my appreciation to the dedicated

individuals who have contributed to the success of

our business. Your efforts have been instrumental

in achieving our milestones and I look forward to

continuing this exciting journey with you all.

Robin Brundle

Executive Chairman

30 October 2023

Chief Executive Ofﬁcer’s Review

Overview

It has been another year of signiﬁcant progress for

Technology Minerals, which has seen the Company

achieve multiple key milestones in our strategy to

create a fully circular economy for critical battery

metals.

We continued to make good progress in advancing

the value of our diverse range of mineral exploration

assets across the globe, most notably with our

projects in Ireland and Spain, as part of our

commitment towards increasing global supply of

metals required to power the electric vehicle (“EV”)

revolution.

Progressing our battery metals’ assets up the value chain

Technology Minerals holds a globally diverse portfolio

of exploration projects focused on the critical

minerals essential to the global transition to net

zero. These include cobalt, copper, lithium, nickel and

manganese, based at projects in Ireland, Spain, the

USA and Cameroon.

Our project generation and Incubation strategy

selects early-stage concepts and projects with

the potential to increase in value through prudent

deployment of risk capital to attract funding and joint

venture partners to advance their development. This

strategy gives the Company the opportunity to add

signiﬁcant value to the portfolio without incurring

the more substantial ﬁnancial and dilutionary

costs normally associated with public companies

developing exploration assets.

Technology Minerals’ battery metals portfolio by

location and resource:

Project Location Resource

Asturmet Spain Nickel, Copper,

Cobalt

Blackbird Creek USA Primary Cobalt

Emperium USA Primary Cobalt

Leinster Ireland Lithium

(spodumene

pegmatite) 

Technology Cameroon Nickel Laterite,

Minerals Cobalt

Cameroon  

Oacoma USA Manganese,

Nickel, Cobalt,

Rare Earth Oxides

Leinster, Ireland

The North-West Leinster lithium property, Republic

of Ireland, which comprises a block of 16 prospecting

licences operated under an exclusive earn-in and

option agreement with GBML, saw further advances

and encouraging results during the period, with

the ﬁrst work programme on Prospecting Licence

Area (“PLA 1597”) yielding high-grade spodumene

pegmatite samples in ﬂoat ranging up to 3.75%

lithium oxide (“Li

O”) in January 2023.

In August 2023, the Company announced that Phase

1 drill holes (DDH-23-1597-01 - DDH-23-1597-04) had

been completed for a total of 656m. Visual analysis of

core suggests intervals of lithium mineralisation among

pegmatite intersections from all four drill holes which

have been sent to ALS Laboratories for assaying.

In October 2023, a comprehensive regional structural

synthesis was completed, for the entire Leinster

pegmatite belt, with detailed focus on the northern

and southern block of licences. In total, 25 distinct

follow-up structural targets have been identiﬁed,

including four additional targets on PLA 1597 and 21

new targets on the northern licence block, all based

on the holistic geological, structural, geophysical and

geochemical studies.

Strategic Report

Chief Executive Ofﬁcer’s Review

The North-west Leinster Project is operated under

an exclusive earn-in and option agreement with

GBML with no project expenditure required by the

Company. GBML exercised its First Option in October

2022 by spending up to €85,000 in expenditures on

the Property to earn 17.5% equity and post-period

exercised its Second Option spending the required

€500,000 to acquire an additional 37.5% equity

interest bringing its total equity interest in the project

to 55%, in a further demonstration of its conﬁdence in

Leinster’s potential.

The exercise of the options demonstrated GBML’s

faith in the potential of the project and the Irish

lithium pegmatite belt, as well as the strength of its

working relationship with Technology Minerals.

In January 2023, Technology Minerals acquired seven

additional prospecting licences across the South

Leinster Block, bringing the Company’s total licence

position in the Leinster project as a whole, to 23

prospecting licences covering approximately 760km²

of SE Ireland. All licences are held by the Company’s

100% wholly-owned subsidiary, LRH Resources

Limited. The seven new licences do not form part of

the GBML earn-in and option agreement

Asturmet, Spain

Technology Minerals’ 100%-owned Asturmet Project,

based in the Principality of Asturias, north-west Spain,

consists of eight exploration permit applications

considered prospective for cobalt-nickel-copper

mineralisation, one of which (St Patrick) was granted

in 2019.

During the period, the Company was pleased to ﬁnd

results from lithogeochemical sampling at the historic

Aramo mine on the St Patrick licence as conﬁrming

high-grades of cobalt and copper with associated

nickel mineralisation. In August 2022, the St Patrick

licence was extended for a further three years to June

2025, and the Company continued to conduct ﬁeld

programmes at the projects with plans to implement

a more expansive exploration campaign in the coming

year.

Cameroon

In February 2023, Technology Minerals was granted

ﬁve exploration permits (at least three of which are

considered prospective for nickel-cobalt-rich-laterite),

by the Cameroon Ministry of Mines, Industry and

Technological development for its 2,456 km

property

in the East Region of southeastern Cameroon.

The permits occur in the same geological belt as the

world-class Nkamouna nickel-cobalt laterite deposit,

where a Measured and Indicated resource of 120.6

Mt @ 0.65% Ni, 0.23% Co and 1.35% Mn has been

identiﬁed, and are as such considered prospective for

this style of mineralisation.

Field placement of beacons marking out the

Company’s ﬁve licences was completed in May 2023,

as well as local community engagements with villages

situated within the licence areas. Field placement of

beacons marking out the corners of the Company’s

ﬁve licences has been completed in accordance with

Cameroonian Law by a local company, Explorers 33

Consulting Group.

In July 2023, a desktop evaluation report by Dr

Sandy Archibald of Aurum Exploration Ltd, based

on new geological and geophysical data obtained,

was submitted to Cameroon Ministry of Mines,

identifying areas for a proposed ﬁeld-based sampling

programme.

Twin-track growth strategy

The past twelve months have been a testament

to the strength of our twin-track growth strategy,

based upon utilising the battery metal portfolio and

recycling businesses to create a sustainable circular

economy for battery metals through exploration for

new deposits of critical raw materials such as lithium,

copper, cobalt and nickel, and the recycling of lithium-

ion and lead-acid batteries.

The current stage of development of our minerals

exploration projects is one of scientiﬁc research and

development which, whilst remaining extremely

important in delivering potential new sources of

supply, inevitably proceeds at a different pace to the

recycling end of the circular economy.

Recyclus Group Ltd, which is an associate undertaking

in which we currently hold a 48.35% share, initiated

Strategic Report

its Commissioning Phase at the UK’s ﬁrst industrial

scale Li-ion battery recycling facility. Simultaneously,

Recyclus continued to progress operations at its

lead acid battery recycling plant and develop its

proprietary lead paste desulphurisation process with

a lower carbon footprint than traditional methods.

Both plants will play a key role in the transition

towards a circular economy required to achieve

global carbon neutrality, by addressing both the latest

Li-ion battery technology and widely used lead acid

battery chemistries.

Creating capacity for battery recycling across the UK and

beyond

The period was one of signiﬁcant progress at

Recyclus, in which the business advanced in its

strategic journey to develop and bring to market

sustainable battery recycling technologies for both

Li-ion and lead acid battery chemistries.

Wolverhampton (Li-ion battery recycling)

Recyclus successfully concluded the Commissioning

Phase at its state-of-the-art Li-ion battery recycling

facility in Wolverhampton and is the ﬁrst plant in the

UK with the capacity to recycle Li-ion batteries on an

industrial scale. In April 2023, Recyclus secured ﬁnal

clearance from the EA to commence full operations at

the plant. Recyclus was also awarded ABTO status by

the EA, allowing it to commence recycling operations

immediately, with on-site treatment and processing of

spent Li-ion batteries. The EA permit allows Recyclus

a daily storage limit of 140 m3 (c. 100 tonnes) and to

process up to 22,000 tonnes of Li-ion batteries per

annum. Recyclus expects to process 8,300 tonnes in

the ﬁrst full year of production. The plant is the ﬁrst

of ﬁve which the group aims to construct in the UK.

During the Commissioning Phase, the ﬁrst end-of-life

Li-ion batteries were fed into the plant to produce

black mass. Black mass contains critical battery

metals that can be reprocessed and sold back into the

battery supply chain. Recyclus anticipates the receipt

of gate fees for the collection and storage of Li-ion

batteries, and from the sale of black mass produced

during the recycling process. Through its provision

of these advanced recycling solutions, Recyclus is

uniquely positioned to address the challenges around

the accumulation of discarded batteries created by

the global shift towards electriﬁcation, contributing to

the sustainable evolution of the global economy and

underscoring the need for recycling initiatives such as

the Wolverhampton plant.

Recyclus also holds three lithium battery testbed

systems designed to measure reuse potential of used

batteries, to generate revenue through their resale or

provide cost savings by discharging stored energy for

use on-site.

Tipton (lead acid battery recycling)

Recyclus’ plant in Tipton, West Midlands, is designed

to process up to 12 tonnes an hour of lead acid

batteries at an industrial scale via a fully automated

system that does not release any gas or particle

emissions into the atmosphere, recycling them into

their constituent parts to recover lead, acid and

plastic materials which can be reused in a wide range

of industries. Recyclus is authorised to produce up to

15,000MT per annum of lead and store up to 300MT

of inbound stock on-site at any one time. Recyclus’

sustainable recycling of lead acid batteries into

constituent parts for subsequent resale helps to keep

resources in use for longer, minimising waste and

reducing the environmental impact of spent batteries.

After the 30 June 2023 year-end, Recyclus

achieved patent-pending status for its lead paste

desulphurisation process developed at the plant. The

innovative process signiﬁcantly reduces the sulphur

content of the recycled lead to produce ‘alpha’

paste which when smelted produces lower levels

of hazardous sulphur oxide (SO), thereby reducing

smelting costs by reducing energy requirements

needed to process it. The process also reduces

water consumption by assisting the ﬁltration

rate during smelting. Recyclus continues to work

towards achieving patent status for the cutting-

edge technology which will address a number of key

concerns in the lead acid battery recycling industry.

In October 2023, Recyclus received ﬁnal approval

from the EA to commence industrial scale automated

processing and has entered the Commissioning

Phase, which is expected to take approximately four

months.

Chief Executive Ofﬁcer’s Review

Strategic Report

Slicker Recycling

Technology Minerals has established an arrangement

with Slicker Recycling, one of the UK’s leading

hazardous waste management and service delivery

providers, to collect toxic battery waste from around

the UK and safely transport it to the closest Recyclus

plant. This arrangement enables Recyclus to attract

customers by offering a one point of contact solution

that covers both recycling of battery waste and its

transportation to the recycling facility. Recyclus

anticipates the partnership will be able to provide up

to 90% of its Li-ion battery capacity and up to 40% of its

lead acid battery capacity once the Wolverhampton and

Tipton plants are fully operational. Slicker Recycling

has nine depots nationwide and executes more than

25,000 collections per annum. This arrangement

provides Recyclus with an established, end-to-end

logistical solution nationwide without the substantial

costs that would be incurred by developing it from

scratch, whilst providing access to a ready-made client

base through Slicker’s existing customers.

Battery Storage and Transportation Boxes

As part of Recyclus’ commitment to the safe handling

of potentially hazardous Li-ion batteries, and

provision of an integrated one point of contact waste

management solution to customers, it has developed

a proprietary modular steel fabricated box for safely

storing and transporting all kinds of Li-ion batteries.

The boxes hold UN-standard safety certiﬁcation

having satisﬁed the rigorous safety standards

required, and are compliant with ADR certiﬁcation

P911(1) which is required for the transportation of

hazardous substances by road across Europe.

The award of both certiﬁcations conﬁrmed Recyclus’

ability to safely store and transport batteries,

highlighting the importance of security and safety

in the battery supply chain. Recyclus holds the

design, IP and manufacturing rights for the boxes,

which are UK pallet size and therefore suitable to be

transported anywhere in Europe. Discussions with

potential customers demonstrated strong levels of

demand for the technology, enabling Recyclus to

begin marketing the boxes to drive sales both within

the UK and internationally to scale revenues for the

business unit during the period.

Developing mobile recycling system in Partnership

with University of Birmingham

Recyclus, in collaboration with the University of

Birmingham (“UoB”), was awarded funding of £1.96

million from the UK Government’s Innovate UK, to

create a mobile battery recycling system capable of

safely handling any kind of Li-ion battery in March 2023.

Recyclus is leading the project to design and build

a compact prototype Universal Battery Recycling

System (“UBRS”) in the form of a mobile recycling

truck, based on Recyclus’ existing technology for

industrial scale Li-ion battery recycling with the

UoB providing leading edge 3D printing techniques

incorporating additive manufacturing for the

required cutting tools. The whole system will

be completely sealed and emission free and will

reduce Li-ion batteries into their constituent parts,

including black mass. Recyclus plans to operate

the recycling trucks with three size options ranging

from 7.5 to 16 tonnes which will be capable of

processing between 500 and 2,000 kilogrammes per

hour of Li-ion batteries.

The Recyclus mobile unit aims to provide a reliable,

cost-effective and automated process for safe and

environmentally friendly recycling of Li-ion batteries

across the UK, to accelerate the recovery of the

critical raw materials essential to the transition to

electriﬁcation and signiﬁcantly reduce the use of

landﬁll. Securing the grant from Innovate UK is a

strong endorsement for Recyclus, and the vital nature

of the project.

Partnership with Warwick Manufacturing Group

As part of our commitment towards providing

state-of-the-art industrial scale battery recycling

solutions, Recyclus has been working in partnership

with Warwick Manufacturing Group (“WMG”) at the

University of Warwick, a leading academic group

providing research, education and knowledge transfer

in engineering, management, manufacturing and

technology.

Through the agreement of an engineering

development partnership between Recyclus and

WMG, we have been working together to amalgamate

WMG’s world class research programmes and

Recyclus’ leading recycling technology to share

Chief Executive Ofﬁcer’s Review

Strategic Report

Chief Executive Ofﬁcer’s Review

expertise and develop proprietary processes across

the ﬁve battery chemistries. In this manner, the

partnership is both building the business case for

increased battery recycling capabilities in the UK and

providing the technology to do so.

Recyclus and WMG created an Engineering Doctorate

(“EngD”) Programme focused on addressing

contemporary industrial and technical challenges

across the battery recycling sector, and the

development of UK capability to safely recycle Li-ion

batteries into black mass. The EngD encompasses a

four-year programme supporting talented individuals

at varying stages of their careers to develop critical

new skill sets in this sector, and welcomed its ﬁrst

participant in May 2023.

Outlook

Technology Minerals has made signiﬁcant progress

over the past 12 months, positioning the Company for

further development and growth over the forthcoming

year. We continued to advance our strategy to

increase and realise the value of our exploration

assets and to advance new concepts in a capital-

light manner, via funding partners such as GBML at

the Leinster Property, to inject further capital from

transactional fees as required, generating additional

value in the portfolio and for shareholders.

We are pleased to have seen the strong progress

at Recyclus, most notably following the completion

the Commissioning Phase at the Wolverhampton

plant, a landmark achievement for the company as

it is set to ramp up operations. Recyclus has also

commenced the Commissioning Phase at the Tipton

plant after receiving the ﬁnal EA approval required to

commence fully automated operations. The recycling

plants, in addition to Recyclus’ proprietary Li-ion

battery storage and transportation boxes, continue

to generate strong interest from companies and

organisations within the UK and internationally, with

whom conversations regarding potential agreements

and partnerships are ongoing.

The proposed acquisition of Recyclus marks the next

stage of Technology Minerals’ development and will

consolidate both the minerals exploration and battery

recycling businesses in line with our twin-track

strategy to create a sustainable circular economy for

battery metals, utilising state-of-the-art technology to

recycle, recover and re-use critical battery minerals

to drive the clean energy transition.

Recyclus plans to open multiple Li-ion and lead

acid battery recycling facilities over the coming

years. As the global transition to electrification

becomes ever more urgent, Technology Minerals is

well positioned for long term sustainable growth

through the expansion of Recyclus’ commercial

footprint in the UK and internationally, and

the advancement of the Company’s minerals

exploration operations, as we aim to become a key

contributor in the shift to net zero.

Alexander Stanbury

Chief Executive Ofﬁcer

30 October 2023

Strategic Report

I am pleased to report that the Group had another

strong year with considerable progress, made

with good exploration results on its battery metals

exploration licences in Ireland and Spain in particular,

and with key milestones reached by Recyclus Group,

which is a 48.35%-owned associate undertaking,

which obtained permitting for the recycling of Li-ion

batteries at Wolverhampton where since the year end

commercial production has been achieved. In addition,

since the year end, a permit has been granted for

industrial scale operations at Recyclus’ lead acid

battery recycling plant in Tipton.

Following its listing on the main board of the London

Stock Exchange in November 2021, raising £1.6

million before expenses followed by the exercise of

Warrants of £0.8 million, a further £5.2 million has

been raised from share placements, convertible

bonds and convertible loan notes, of which £0.7

million was raised after the period end. Funds raised

include £1.06 million drawn under a two-year £4

million convertible bond facility from December 2022.

At the end of the ﬁnancial year, the Company had lent

Recyclus £6.5 million to complete development at

Wolverhampton and Tipton and anticipates, following

the commencement of commercial production at

Wolverhampton, the loans to be repaid in accordance

with an agreed schedule.

The Group’s loss for the year was £3.9 million (2022:

£1.8 million), with the increased loss mainly due

to the recognition of non-cash fair value costs of

warrants and share options. The Group has amended

its accounting treatment for the acquisition of

assets at listing in November 2021 from that of a

business combination to an asset acquisition with

the result that goodwill recognised on acquisition

of £2.891 million has been eliminated along with

the corresponding deferred tax liability of the same

amount, there being no effect on net assets as a

result of this change in treatment. A prior year

adjustment has therefore been made which is further

explained in note 29 to the ﬁnancial statements.

Cash at year end was £0.3 million (2022: £0.4 million).

As before, the Group proposes to continue its

exploration and development work in the coming

year on its minerals exploration licences to maximise

their value potential, although proposed work will

correspond with available cash resources. The Group

has entered into farm-in arrangements with third

parties in respect of certain licences whereby the

assets are developed at no cost to the Group and

other similar arrangements will be considered if

beneﬁcial.

Since the year end, Recyclus has declared

achievement of commercial production at its ﬁrst Li-

ion processing plant and has received ﬁnal permitting

to allow industrial scale battery recycling at its ﬁrst

lead acid plant, milestones which show the success of

funding by the Company. The Group believes it is well

placed for the coming year.

James Cable

Chief Financial Ofﬁcer

30 October 2023

Chief Financial Ofﬁcer’s Review

1313

Industrial Scale Battery Recycling Capacity

LI-ION BATTERY RECYCLING

UK’s ﬁrst industrial scale Li-ion battery recycling plant.

• Wolverhampton facility is the ﬁrst of 5 UK Li-ion plants

to be built

• Fully operational and commenced commercial

production in September 2023

• Permitted to process 22,000 tonnes of Li-ion batteries

per annum, 8,300 tonnes expected to be processed in

the ﬁrst year, utilising a single shift pattern

• Increases the UK’s end-of-life battery processing

capability and mitigate pressure on critical metal

supply chains

• Plants can be transported to customer locations

across the UK or internationally

• Recyclus designed process and plant

CIRCULAR ECONOMY AND TWIN TRACK STRATEGY

The UK’s ﬁrst industrial scale circular economy for

battery metals, through the reprocessing and re-use

of end-of-life batteries and raw material extraction.

• Utilising our innovative, industry-leading

technology, we have established the UK’s ﬁrst

industrial scale Li-ion battery recycling plant and a

state-of-the-art lead acid battery recycling facility

– the starting blocks in our aim to build eight more

such plants in the upcoming years

• Our proprietary LiBox solution for the safe

storage and transportation of end-of-life batteries

underpins our commitment to increasing the UK’s

battery recycling capacity

• Our exploration assets aim to ease the supply

chain pressures that impact key battery metals,

by focusing on extraction of these critical minerals

with a strategy to bring early-stage projects up the

value curve in a capital light manner and attract

partners to fund their development

Strategic Report

1414

Industrial Scale Battery Recycling Capacity

ONE POINT OF CONTACT SOLUTION

We provide a one point of contact solution from transporting end-of-life batteries to the reintegration of raw

materials into the supply chain.

Strategic Report

Recyclus can recycle the 5+ Li-ion chemistries in any condition.

End-of-life

Li-ion batteries

Collected by

Slicker Recycling

trucks

Transported with

LiBox Battery

Transport & Storage

Boxes

Raw materials

are collected

Recycled raw

materials

used by OEMs

Processed at LiBatt’s

Wolverhampton Li-ion

Battery Recycling Plant

1515

Logistics and R&D

LIBOX- SAFE STORAGE AND TRANSPORT BOXES

Serving both domestic and international markets,

LiBox containers address vital logistical needs in high-

demand sectors and create an additional revenue

channel for the business.

• Recyclus design and manufacture Li-ion battery

storage and transport boxes

• Modular steel fabricated box for safely storing and transporting all kinds of Li-ion batteries

• Contain battery pillows with non-combustible ﬁller to protect batteries and smother ﬁres

• Contains 2000-degree ﬁre- no ﬂames/projectiles/propagation

• UN Certiﬁed and ADR P911 compliant - can be transported anywhere in Europe

SLICKER RECYCLING

Recyclus has partnered with Slicker Recycling to provide

a comprehensive and sustainable nationwide solution for

waste batteries.

• Fleet of 103 ADR licensed hazardous waste vehicles in

the UK, making over 25,000 collections per year

• Nationwide coverage, 9 depots across the UK, and a

dedicated call centre to manage bookings and delivery to

Recyclus

• Will assist Recyclus in managing incoming enquiries,

booking collection of end-of-life Li-ion batteries

• ADR licensed trucks will collect and transport battery

waste in LiBox boxes to local Recyclus plant for recycling

Strategic Report

RESEARCH AND DEVELOPMENT

R&D plays an integral role in our expansion strategy

and provides the capability of the UK becoming a

leader in battery recycling.

Various initiatives across the UK

• Mobile Recycling Unit with University of Birmingham

• £1.96m grant from the Government’s Innovate UK to

create a mobile battery recycling system capable of

safely handling any type of Li-ion battery

• Recyclus is leading the project to design and build a

prototype mobile recycling truck

• Three size options – 7.5 to 16 tonnes which could

process between 500 and 2,000 kg/hr

• Engineering Doctorate programme

with Warwick University

• Partnership focuses on the industrial and technical

challenges across the battery recycling sector, as

well as the development of UK capability to safely

recycle Li-ion batteries to ‘black mass’

1616

Exploration Assets and Strategy

LEAD ACID BATTERY RECYCLING, TIPTON

• Plant commenced manual operations

and is close to ﬁnal EA approval

for fully automated operations

• First of 5 lead acid battery recycling

plants to be established in the UK

• Designed to process up

to 12,000 tonnes per hour

of lead acid batteries

• Unique lead-paste desulphurisation

process produces signiﬁcantly

less hazardous waste with

lower energy requirements

than traditional methods

Strategic Report

A globally diverse portfolio concentrated upon easing supply chain

pressures impacting these key minerals by advancing early-stage

projects up the value curve through prudent deployment of capital and

attracting larger JV partners to fund their development.

The aim is to bring signiﬁcant additional value to our in-house portfolio

of battery metals in a capital light manner, without taking on the more

substantial costs associated with developing exploration assets.

EXPLORATION PORTFOLIO

EXPLORATION

Exploration to develop portfolio of in-house

battery metals projects, with a focus on

lithium, rare-earths, copper, nickel, cobalt and

manganese.

GROWTH

Growing

shareholder value

through asset sales

and partnerships,

whilst preserving

equity carry for

future beneﬁt of

shareholders.

PARTNERSHIP

Form partnerships to

fund exploration and

project development,

building a portfolio

of projects for

transaction.

VALUE CREATION STRATEGY — KEY BATTERY METAL ASSETS

Strategic Report

The Market

Past, current, and exported global demand for select critical minerals and rare earth elements (000’s of tonnes)

Sources

Goldman Sachs: https://www.goldmansachs.com/intelligence/pages/resource-realism-the-geopolitics-of-critical-mineral-supply-chains.html

McKinsey: https://www.mckinsey.com/industries/automotive-and-assembly/our-insights/battery-recycling-takes-the-drivers-seat

IEA: https://iea.blob.core.windows.net/assets/4ed140c1-c3f3-4fd9-acae-789a4e14a23c/WorldEnergyOutlook2021.pdf

GLOBAL DEMAND FOR CRITICAL MINERALS

• There is a rapid growth in global demand for critical minerals., the critical minerals market has doubled in size to $320 billion in the

last ﬁve years, and is forecast to double again before the end of the decade

• EV batteries require on average 200kg of critical minerals per vehicle, approximately six times the amount needed for a conventional

car

• Forecasts that EVs constitute 72% of all new vehicle sales in the EU and 50% in the US by 2030, on track to reach half of global sales

by 2035

• UK banning the sale of new petrol and diesel cars by 2030, the EU is launching a similar ban in 2035

• According to a report from the International Energy Agency (IEA), the combined size of the market for wind turbines, solar panels,

li-ion batteries, electrolysers and fuel cells represents a cumulative market opportunity to 2050 worth USD 27 trillion. At over 60% of

the total, batteries account for the lion’s share of the estimated market for clean energy technology equipment in 2050

(Source: Goldman Sachs)

Numbers are rounded

2023 Q1.

Source: McKinsey Battery Insights

Source: Goldman Sachs

EV battery recycling - Global supply of EV batteries for recycling is steadily

increasing, driven primarily by production scrap before 2030 and end-of-life

batteries after 2030

1818

Exploration Portfolio and Strategy

Battery Metals Exploration Portfolio and Strategy

Our minerals exploration strategy is to advance early-

stage projects up the value curve through prudent

deployment of capital and attract larger joint funding

partners to advance the development of the projects.

Through this strategy, signiﬁcant value can be added

to the portfolio without taking on the more substantial

costs associated with developing exploration assets.

The Project Generator Model

• Exploration

Exploration to develop portfolio of in-house

battery metals projects, with a focus on lithium,

rare-earths, copper, nickel, cobalt and manganese.

• Growth

Growing shareholder value through asset sales

and partnerships, whilst preserving equity carry

for future beneﬁt of shareholders.

• Partnership

Form partnerships to fund exploration and project

development, building a portfolio of projects for

transaction.

Exploration Portfolio

England, UK: HEADQUARTERS

Ireland: LITHIUM

Idaho, South Dakota, USA: COBALT, MANGANESE, REE

Spain: NICKEL, COPPER, COBALT

Cameroon: NICKEL, COPPER, COBALT

Global Exploration Projects for Key Battery Metals

We have a globally diverse portfolio of projects

focused on key battery metals, including lithium,

cobalt, copper, nickel, and manganese.

Our assets are concentrated on strategically

important metals for the vital battery OEM (Original

Equipment Manufacturer) markets, which have come

into sharp focus in terms of security of supply, supply

squeeze and price inﬂation.

Blackbird Creek Project, Idaho (USA)

The Blackbird Creek Project was acquired by the

Company on 9 March 2022. The acquisition added

158 contiguous lode claims covering an area of

approximately 1,285 hectares (3,175 acres) to the

Company’s existing Emperium Project, located

immediately southeast of Jervois’ Idaho Cobalt

Operation (“ICO”).

The Blackbird Creek Project is down-strike from

Jervois’ ICO Mining Project and contains a number

of advanced prospects including a historical non-

compliant NI 43-101 resource by Noranda Exploration

Inc.

Numerous prospects with cobalt and copper

mineralisation have been identiﬁed on the Blackbird

Creek Property, including the Ludwig, Patty B,

Anderson West, Anderson, Edith B, Raven, Slippery

Gulch and Copper Hill (also known as Blackbird

Creek South and West Fork Cobalt prospects). The

primary exploration targets on the property are the

Apple Creek Formation tourmaline breccias, which

are considered to be akin to the historical Noranda

Blackbird Mine, Jervois Idaho Cobalt Operation and

First Cobalt’s Iron Creek Project.

Given the extent and continuity of mineralisation

at surface, and results from the historical drilling

and recent surface sampling, the Blackbird Creek

Property has the potential to host signiﬁcant Cobalt-

Copper +/- Gold +/- Rare Earth Element (“REE”)

deposits.

The Company is required to pay the annual Bureau

of Land Management (“BLM”) claim fees each year

which amount to less than USD$25,000; there is no

obligation to spend any exploration capital on the

project in order to keep it in good standing.

In May 2022, the Company announced that it had sold

a 10% interest in both its Blackbird Creek Project

and Emperium Project in Lemhi Country, Idaho to

Canadian precious metals ﬁrm BlueBird Metals for

a cash consideration of £900,000. Consequently, the

Company’s interest in each of those projects remains

at 90%.

Emperium Project, Idaho (USA)

Although the Company is not under any obligation

to spend any money on exploration in order to keep

Strategic Report

the project in good standing (except for the annual

BLM claim fees of USD 114k), over the next 12 to

18 months, the Company will continue to review its

entire geological database in respect of the Emperium

Project in conjunction with the geological team at

Dahrouge Geological Consulting Ltd.

The Emperium Project work programme will continue

to be early stage exploration in the form of mapping

and rock / soil sampling. Depending on the results

generated, this is likely to be followed by a drilling

programme, as the Company’s ultimate aim is to

deﬁne an initial JORC-compliant maiden resource

on the property. Depending on the initial results

of the drilling, it is envisaged that further detailed

grid drilling would be carried out to generate more

geological information, thereby converting the

resource into the ‘inferred’ and ‘indicated’ JORC

measurement category. Initial drilling would be

reverse-circulation which would be followed by

diamond core drilling.

North West Leinster Lithium Project, Ireland

The Company’s North-west Leinster project is

focused on the exploration for lithium mineralisation

(spodumene-bearing pegmatites) in the north of the

Leinster Massif in South-East Ireland. The project

area is covered by sixteen (16) prospecting licences

termed the North-West Leinster Block which covers

a total area of 477.39 km

. The prospecting licences

were granted to LRH Resources Ltd (a wholly-owned

subsidiary of the Company) in October 2018 and are

valid for an initial period of six-years from that date.

The project is currently operated under an option

agreement with the partnering entity, Global Battery

Metals Ltd of Canada, with no project expenditure

required by the Company.

GBML exercised its First Option over the NW Leinster

Project in October 2022 by meeting €85,000 of

expenditure on the property to earn a 17.5% economic

interest in the licence. Following the end of the

period, GBML elected to exercise its Second Option,

which required a further expenditure by GBML of

€500,000 to acquire an additional 37.5% economic

interest in the project, bringing its total equity interest

in the project to 55%. As the NW Leinster Project is

pre-revenue there is no impact on group revenue.

On 22 March 2022, the Company announced that

a new Prospecting Licence area (“PLA 1597”) in

County Wexford, Republic of Ireland, was awarded

to Technology Minerals’ wholly-owned subsidiary

LRH Resources Limited. The licence forms part of

the Company’s North-west Leinster exploration

block,operated under an exclusive Earn-in Agreement

with Global Battery Metals Ltd (“GBML”), (TSXV:

GBML; OTCQB: REZZF; Frankfurt: REZ).

PLA 1597 was identiﬁed as prospective for lithium

pegmatite potential by the Company’s exploration

consultants Aurum Exploration Services Ltd (“Aurum”)

following detailed desktop studies which outlined

two proximal areas of spodumene-bearing pegmatite

reported by previous operators in the mid-1970s as

part of their exploration programmes. The lithium

pegmatite boulder trains at Knockeen and Carriglead

are separated by a north-south valley and form

an initial area of interest covering approximately

2km east-west and 1km north-south. An historical

exploration map and report also described a trench

excavated at Knockeen as having uncovered a 1.8m

wide bedrock spodumene-bearing pegmatite vein,

however no detailed laboratory assays or geological

maps of the historical trench were reported at that

time.

On 20 October 2022, the Company announced the

results of the ﬁrst work programme on the new PLA

1597 had yielded high-grade spodumene pegmatite

samples in ﬂoat ranging up to 2.95% Li

O. In addition

the Company announced:

• A work programme was due to commence to

include detailed mapping, prospecting and deep

overburden sampling at the Knockeen and

Carriglead targets within the PLA 1597 Licence.

• That ﬁve previously identiﬁed target areas on the

northern licence blocks are to be targeted with

follow up prospecting and sampling.

On 15 November 2022, the Company announced ﬁeld

exploration work was advancing on schedule on the

North-West Leinster Lithium Project, with a particular

focus on PLA 1597. Highlights included:

• The ﬁeld geochemical exploration programme was

1919

Exploration Portfolio and Strategy

Strategic Report

Exploration Portfolio and Strategy

advancing on schedule.

• The ﬁrst target area in the vicinity of the historical

spodumene bearing trench at Knockeen East

was being targeted by a closely spaced deep

overburden sampling programme.

• The area was also undergoing intensive

prospecting, consolidating the extent of the

spodumene pegmatite boulder train as well as

signiﬁcantly enhancing the resolution of the

dispersion zone and thereby the target potential

drill target areas.

• A total of 46 rock samples and 233 deep

overburden samples along with 13 QAQC samples

had been collected to-date and submitted to ALS

Laboratories for analysis.

• Deep overburden sampling and prospecting was

continuing across the survey grid area, and would

move on to the second target area at Carriglead in

due course.

• That the work was being carried out to help

determine speciﬁc areas for follow up drilling.

On 19 January 2023, the Company announced that

the results from a detailed lithogeochemical sampling

programme on PLA 1597 had yielded high-grade

spodumene pegmatite samples in ﬂoat ranging up to

3.75% dilithium oxide (Li

O). Highlights reported by

the Company included:

• Assay results reported for the ﬁrst stage of

detailed lithogeochemical sampling at the

Knockeen and Carriglead target areas on the

Company’s Leinster Lithium Project.

• A total of 56 rock samples were reported, all

of which were analysed at ALS Laboratories in

Ireland.

•

Knockeen

: Out of a total of 56 samples, 41

samples graded above 1% Li

O, of which 20 graded

above 2% Li

O and of which two graded above 3%

O (Sample AES 63003 - 3.63% Li

O and Sample

AES 63033 - 3.75% Li

O).

•

Carriglead

: Out of a total of 10 samples, six

samples graded above 1% Li

O of which one

sample analysed above 2% Li

O (sample AES63504

- 2.09% Li

O).

• The programme of intensive prospecting has

consolidated the extent of the spodumene

pegmatite boulder train at surface as well as

signiﬁcantly enhancing the resolution of the

dispersion zone.

• The known extent of the boulder train has been

extended over 1km in length from NE to SW

and 0.5km from NW to SE and is still open in all

directions at Knockeen and Carriglead.

On 26 January 2023, the Company announced that

the addition of seven new prospecting licences to

its ground holding around PLA 1597 on its Leinster

Lithium Property, Republic of Ireland. The seven

new licences, covering 235 km

were awarded to the

Company’s wholly-owned subsidiary LRH Resources

Limited, are not part of the GBML portfolio of projects

in which GBML are earning into.

The addition of these seven licences brings the

Company’s overall licence position in Ireland to

23 licences covering a total of 760km

of highly

prospective geology with veriﬁed occurrences of

spodumene-bearing lithium pegmatites.

Initial reconnaissance at two localities on the

new licences have already yielded two clusters of

spodumene pegmatite ﬂoat material with grades of up

to 1.73% Li

The Company believes that the seven new licences

lie on a parallel but less well-deﬁned structural trend

to the East Carlow Deformation Zone which itself

has been shown to provide the locus for spodumene

pegmatite emplacement.

The seven new licences form a contiguous block

with the Company’s previously issued PLA 1597 and

extends the ground holding both to the NE and SW

of the Knockeen and Carriglead spodumene-bearing

boulder trains which were reported on that licence.

On 20 March 2023, the Company announced that

following the return of favourable test results at the

Leinster Lithium Project, GBML had advised that it

intended to drill multiple targets across a prospective

lithium trend within the PLA 1597 once a suitable

drilling contractor had been identiﬁed.

The proposed drill programme was subsequently

approved under the Irish Government’s appropriate

assessment screening process with permission

Strategic Report

Exploration Portfolio and Strategy

granted for up to 10 drill holes. On 7 June 2023, the

Company announced that the ﬁrst few drill holes had

intercepted multiple pegmatites which were then sent

off for analysis.

On 13 July 2023, the Company was informed by GBML

that it was exercising its Second Option Earn-In

right to acquire an additional 37.5% equity interest,

bringing GBML’s total equity interest in the JV

portfolio of projects to 55%.

Asturmet Project, N. Spain

The Asturmet Project consists of eight exploration

permits or P.I. (Permiso del Investigación): St. Patrick

(P.I. 30858), St. Andrew (P.I. 30869), St. David (P.I.

30870), Astur A (P.I. 30864), Astur B (P.I. 30865),

Astur C (P.I. 30866), Astur D (P.I. 30868) and Astur

F (P.I. 33199). The licences cover a total area of

approximately 461.1 km

. The St Patrick licence

(which covers the historic Aramo Mine), was issued

to Asturmet in June 2018. The remaining licences are

expected to be issued in Q4 2023 or Q1 2024 by the

Asturian Principality.

Since listing on the London Stock Exchange, the

Company has continued exploration activities on its St

Patrick Licence.

On 14 March 2022, the Company announced initial

results from a due diligence lithogeochemical

characterisation sampling survey. Highlights included:

• Due diligence sampling collected in November

2021 conﬁrmed the presence of high grade

Copper-Cobalt-Nickel mineralisation at the historic

Aramo mine within the licence area.

• A total of 79 samples were collected on the

licence during the campaign, including 53 samples

underground at the Aramo Mine on Level 3 in four

historical partially stoped areas.

On 9 August 2022, the Company announced that its St

Patrick licence has been extended by the authorities

for a further three years and that ﬁeld operations

were progressing with 164 new samples submitted

for analysis. Other highlights included:

• A 3D laser survey was completed at the Aramo

Mine on the historical Levels 3 and 4 with results

exceeding expectations in quality and detail. This

critical work will help facilitate more intensive

underground mapping, 3D modelling and sampling

on these levels.

• A new licence application covering two historical

copper mines workings termed Astur F covering

73km

was submitted for application.

On 22 November 2022 the Company announced

additional results from exploration activities at the

historic Aramo Mine, with highlights including:

• Grab sampling across multiple mineralised veins

and alteration zones conﬁrmed the expected style

and grade of mineralisation with reported assays

ranging up to 1% – 28% Copper, 0.1 – 1.88% Cobalt

and 0.1 – 1.68% Nickel.

• Lithogeochemical sampling was completed within

four accessible working levels at the Mine.

• A total of 205 rock samples collected and analysed

at ALS Laboratories, Loughrea, Ireland.

• This work formed the basis of a broad

characterisation study of extensive zones of

alteration and mineralisation which are present

and clearly observed within parts of Levels 3 and

4 of the mine.

• Mine archive searches have produced targeting

data associated with areas outside of the Aramo

mine on the St. Patrick Licence as well as targets

associated with several other of the Company’s

pending licence applications.

TMC Property, Cameroon

The TMC Property consist of ﬁve exploration permits,

four of which are contiguous (Atsiek, Malene, Mayos

and SA exploration permits) and one isolated permit

(Nkolbong permit) approximately 35 km east of the

contiguous permits. The ﬁve exploration permits cover

a total surface area of 2,456 km

and are situated in

southeastern Cameroon. The contiguous permits and

the isolated permit are located approximately 293

km and 418 km, respectively, from the capital city of

Yaounde.

The licences may be renewed three times for a period

of two years, for a maximum period of six years

provided that the obligations of the licensee under the

licences have been met in the prior periods.

As announced on 23 February 2022, the Company

received copies of all permits concerned and

Strategic Report

Exploration Portfolio and Strategy

instructed independent Cameroon legal counsel

to verify the validity of the permits. Legal counsel

subsequently concluded it was not possible for the

ﬁve permits to be legally granted to TMC under

Cameroonian law and therefore the permits were not

valid.

On 28 February 2023, the Company announced

that the Cameroon Ministry of Mines, Industry and

Technological Development conﬁrmed that the ﬁve

exploration permits at the Technology Minerals

Cameroon (“TMC”) Property have been validated

under Cameroon law and granted to the Company.

On 2 May 2023, the Company announced that the

ﬁeld placement of beacons marking out the corners

of the Company’s ﬁve licences had been completed

in accordance with Cameroonian Law by a local

company, Explorers 33 Consulting Group.

In addition, whilst carrying out the ﬁeld placement

of the beacons, consultations with all local villages

falling within the ﬁve licences areas were also carried

out as required by the terms of the exploration licence

agreements.

In July this year, a desktop evaluation report by Dr

Sandy Archibald of Aurum Exploration Ltd, based on

new geological and geophysical data obtained, was

submitted to Cameroon Ministry of Mines, identifying

areas for a proposed ﬁeld-based sampling program

later this year.

Other projects:

Oacoma Project, South Dakota (USA)

The Oacoma Project covers 13 state mineral leases

covering a total of 3,083 acres in South Dakota, which

the Company believes is prospective for stratabound

manganese and rare earth oxides as well as nickel,

cobalt and copper. The Company currently holds 15%

of the project with North American Strategic Minerals

Inc.

The Company has since withdrawn from the project

(retaining its 15% interest.)

Key Performance Indicators (KPIs)

The Board routinely monitors the following KPIs:

• Cash balance available for working capital

• Cash ﬂow forecasts, including variance from

budgets

• Expenditure required to maintain its exploration

licences in good standing and additional

discretionary spending to develop its assets

The Company’s cash balance as at 30 June 2023 was

£318k (2022: £371k).

The cash balances and cash ﬂow forecasts and

expenditure levels were in accordance with

management expectations.

The Board will keep the suitability of the selected

KPIs under review as the business matures.

The Group has an established process for the

identiﬁcation and management of risk, working

within the governance framework. Ultimately, the

management of risk is the responsibility of the

Board of Directors and the Audit Committee, working

through the business leadership team.

The Board’s role in risk management includes

promoting a culture that emphasises integrity at

all levels of business operations and setting the

overall policies for risk management and control.

The programme to strengthen business controls

has continued throughout this ﬁnancial year and

this is resulting in improvements in management

information, timeliness of reporting and risk

management.

During the period, the principal risks affecting

the Group were comprehensively reviewed. Each

identiﬁed risk was considered for likelihood of

arising and consequent impact. Careful consideration

was given to identifying any other emerging risks.

Each risk area continues to have priority controls

allocated to it that are the responsibility of the

Executive Directors to manage and review during the

ﬁnancial year. This process inherently manages risk

by ensuring the principal risks are being mitigated

by prioritised business activity. The Board will be

reviewing carefully any changes to the Group’s risk

management, governance and controls environment

upon the expected completion of the Recyclus

transaction.

The Directors believe the following risks to be

the most signiﬁcant for the Group. However, the

risks listed do not necessarily comprise all those

associated with the Group. In particular, the Group’s

performance may be affected by changes in market,

political or economic conditions and in legal,

regulatory and tax requirements.

If any of the following risks were to materialise,

the Group’s business, ﬁnancial condition, results,

or future operations could be materially adversely

affected. Additional risks and uncertainties not

presently known to the Directors, or which the

Directors currently deem immaterial, may also have

an adverse effect upon the Group.

Financing risk

The Board currently considers the Group‘s principal

risk to be a liquidity risk, which is inherent in the

strategy and business model of early-stage mineral

exploration companies. The Group has limited

revenue at the present time and, until such time as

sufﬁcient revenue streams have been generated, is

therefore dependent upon the availability of additional

ﬁnance, which is described in further detail in note 2

to the ﬁnancial statements under the

going concern

section of the accounting principles. The Group

manages liquidity risk by seeking to ensure the

presence of adequate reserves and by continuously

monitoring the forecast and actual cash ﬂows. Cash

ﬂow forecasts are regularly prepared and reviewed to

identify the liquidity requirements of the Group.

Minerals exploration and development

Minerals exploration and development work is typically

capital intensive, speculative and can be unproductive,

but is necessary to discover new mineral resources.

Exploration and development of mineral resources take

time and money and both phases are subject to a host

of risk factors. For instance, factors such as adverse

weather conditions, natural disasters, equipment or

services provider shortages, procurement delays

or difﬁculties arising from the environmental and

other conditions in the areas where the reserves are

located or through which production is transported

may increase costs and extend timelines, potentially

making it uneconomical to develop its assets or existing

reserves or extract its resources in sufﬁcient amounts

and in a timely manner. Failure to discover new

reserves, to maintain existing mineral rights, to enhance

existing reserves or to extract resources from such

reserves in sufﬁcient amounts and in a timely manner

could materially and adversely affect the Group’s results

of operations, ﬁnancial condition and prospects.

Increasingly stringent requirements relating to

regulatory, environmental and social approvals

can result in signiﬁcant delays in construction of

additional facilities and may adversely affect new

drilling and mining projects, the expansion of existing

operations and, consequently, the Company’s results

of operations, cash ﬂows and ﬁnancial condition, and

such effects could be material.

Strategic Report

Principal Risks and Uncertainties

Strategic Report

Principal Risks and Uncertainties

Samples may be obtained from drilling programmes

to analyse ore speciﬁcations, for example, which are

then sent to independent laboratories for analysis so

that future exploration programmes can determine

resource size and commercial viability. However,

there can be no reassurance that the results of these

analyses will prove favourable to the Group.

Difﬁculties in obtaining any permits, consents,

including environmental consents, licences, planning

permissions or easements could adversely affect the

design or increase the cost of the construction and

commissioning of the Company’s projects.

Both the Emperium and Blackbird projects are located

within the Salmon-Challis National Forest in the

Salmon River Mountains, Lemhi County, east-central

Idaho, USA. As forested areas, they are prone to

seasonal ﬁres which could affect operations on both

projects during the height of the summer months.

In the event that such cash ﬂows are reduced in the

future, the Group may be forced to scale back or delay

discretionary capital expenditure resulting in delays

to, or the postponement of, the Group’s planned

exploration activities.

Reliance on key staff

The Group depends on key personnel for the success

of its mineral exploration and battery recycling

businesses through its associate undertaking,

Recyclus Group.

If one or more of its current or future key executives

or employees are unable or unwilling to continue in

their present positions, the Group may not be able

to easily replace them, and its business may be

severely disrupted. In addition, if any of these key

executives or employees joins a competitor or forms

a competing company, the Group could lose off-takers

and suppliers and incur additional expenses to recruit

and train personnel.

The Company seeks to maintain a positive culture

where all staff, including senior executives, are

compensated fairly and rewarded for performance.

Investment Risk

The Company is exposed to risks associated with

its investment in Recyclus Group, including the fact

that the Company is not the controlling party of

Recyclus; if Recyclus’ business does not perform in

line with expectations, the Company may need to

avail additional capital to it. The Recyclus business

has substantial growth plans and rapid growth rates

typically expose the business to a higher rate of risk

than.

The Recyclus Group business is exposed to advances

in technology both around battery and recycling

technologies.

The Company has common directors with Recylus

Group and, although it does not currently control it,

it has good knowledge of developments within that

business and has the opportunity to exert inﬂuence.

Political conditions, government regulations and

macroeconomic volatility

The Group’s ability to operate may be constrained

by delays or shutdowns as a result of political,

commercial or instability in its countries of

operations, particularly in Cameroon, and to a lesser

extent, in the United Kingdom, United States, Spain

and Ireland. The ability of the Company to generate

long-term value for shareholders could be impacted

by these risks. The Group is unable to control these

risks but monitors changes closely in order that it can

position itself as well as possible to take proactive

action or to respond as appropriate.

Changes may occur in local political, ﬁscal and legal

systems, which might adversely affect the ownership

or operation of the Group’s interests including,

inter

alia

, changes in exchange rates, currency, exchange

control regulations changes in government and

in legislative, ﬁscal and regulatory regimes. The

Group’s strategy has been formulated in light of the

regulatory environment as at the latest practicable

date prior to the publication of this Document and

what are deemed to be probable future changes

(though due regard should be given to the uncertainty

in making predictions involving political governance

risks).

Strategic Report

Principal Risks and Uncertainties

Regional instability due to corruption, bribery and

generally underdeveloped governance standards

have the potential to impact the Group’s proﬁtability

in any region in which it operates and, as a result,

the Company’s share value. These risks could have

a materially adverse effect on the proﬁtability, the

ability to ﬁnance or, in extreme cases, the viability of

the Group.

Natural resources sector participants are subject

to current and planned legislation concerning the

emission of carbon dioxide, methane, nitrous oxide

and other “greenhouse gases”.

Non-compliance with current greenhouse gas laws

or any future legislation could negatively affect the

Company’s proﬁtability. Future legislative actions

intended to diminish the use of certain metals could

also have an impact on the ability of the Group to

market its product and/or the prices which it is able

to obtain. These factors could have a materially

adverse effect on the Company’s business, results of

operations, ﬁnancial condition or prospects.

Commodity pricing and global supply and demand changes

Global supply and demand affects all commodity

prices, including battery metals. Widespread trading

activities by market participants seeking either to

secure access to commodities or to hedge against

commercial risks affect commodity prices as well.

Changes in prices of cobalt, nickel, manganese,

lithium and other technology metals and minerals

give rise to price risk for the Group. Prices are subject

to substantial ﬂuctuations and cannot be accurately

predicted. Commodity prices can also be cyclical. As

an example, cobalt prices have in the past peaked at

95,250 USD/T (21 March 2018) and dropped to a low

of 26,000 USD/T (30 July 2019).

In the event of a substantial global economic

downturn, and if that downturn was to depress the

global and/or local economies for the medium to long

term, the Group’s ability to grow or sustain revenues

in future years may be adversely affected. Depending

on the severity of any such economic downturn,

extractive operations may not remain economically

viable.

Disadvantageous economic conditions can also limit

the Company’s ability to predict revenues and costs

which may affect the Group’s capability to conduct

projects. These economic conditions can be impacted

by government policy, for example, the timing of the

ban on the sale of petrol and diesel fuelled vehicles.

Demand for battery metals such as cobalt and nickel

will depend on the speed of adoption of battery

technologies, principally in the automotive sector. It

also assumes that nickel-cobalt cathode chemistry

will remain the prevalent form in batteries and not

be substituted by cobalt and nickel-free cathode

material. There is no guarantee that the speed at

which battery technologies are being adopted will be

maintained or that nickel-cobalt cathode chemistry

will remain the prevalent form. There is also the

risk that battery metals demand might reduce as a

result of the adoption of a different clean technology

altogether such as hydrogen. Any reduction in

demand for battery metals could materially and

adversely affect the Group’s results of operations,

ﬁnancial condition and prospects.

The Company does not currently hedge its exposure

to ﬂuctuations in commodity prices.

Section 172 Statement

Section 172 of the Companies Act 2006 requires

directors to take into consideration the interests of

stakeholders in their decision making. They must

make decisions in good faith that they believe will

most likely promote the success of the group for the

beneﬁt of its shareholders. In making these decisions

the Directors must consider, amongst other things:

• Likely long-term impact of their decisions

• Interests of employees and the need to act fairly

between members of the Group

• The reputation of the Group with customers and

suppliers

• The community and environment in which the

Group operates

Strategic Report

Principal Risks and Uncertainties

Key How Technology Minerals engages

stakeholders

Employees The Company engages daily between

all departments either in the ofﬁce

or using video conferencing. Regular

business wide updates are given

through a variety of channels

with more formal updates via

presentations around key events.

Shareholders As a listed business, the Company

has a dedicated investor website

with all key information and RNS

updates. It also conducts regular

presentations with investors, both

institutional and retail around

the time of key trading updates.

Presentations are made available

online for those who were unable to

attend in-person.

Suppliers The Company has multiple

processes to ensure ongoing

assessment and onboarding of

new suppliers. It works to maintain

strong personal relationships at all

levels within the business across

all its supply chain and provides

updates through regular meetings

and communication.

Partners The Company maintains regular

contact with its minerals exploration

and recycling partners by

providing updates through regular

meetings, email, phone and other

communications.

Customers The Company works with

industry customers. It uses direct

communication along with social

platforms to provide updates about

relevant news and developments.

The Company regularly reviews any

feedback to improve their experience

and build relationships.

The Board has demonstrated its commitment to

the ongoing consideration for stakeholder interests

through this report including in the Directors Report,

Corporate Governance and ESG Report. The Board

is responsible for maintaining adequate accounting

records and seeks to ensure compliance with

statutory and regulatory obligations. An explanation

from the Directors about their responsibility for

preparing the ﬁnancial statements is on page 44

in the Statement of Director’s Responsibilities.

The Company’s external auditors explain their

responsibilities on pages 65-66.

Streamlined Energy and Carbon Reporting

As per the Streamlined Energy and Carbon Reporting

(“SECR”) Regulations published in 2018 quoted

companies and large unquoted companies that have

consumed more than 40,000 kilowatt-hours (kWh) of

energy in the reporting period must include energy

and carbon information within their Directors’ Report.

Technology Minerals does not currently exceed this

threshold and is therefore presently exempt from the

SECR reporting requirements. The Group intends to

publish energy emissions data in line with the SECR

regulations as the Group’s projects develop.

Approved by the Board of Directors and signed on

behalf of the Board by:

Robin Brundle

Chairman

30 October 2023

2727

Directors’ and Corporate Governance report

Principal Activities

The Company is a holding company, focusing on

creating a circular economy for battery metals,

comprising cobalt, lithium, nickel and manganese,

within one group. The Group is working towards

extracting raw materials required for Li-ion battery

cathodes, whilst solving the ecological issue of

spent Li-ion batteries, by recycling them for reuse by

battery manufacturers. The Group is focused on the

circular economy, and on the security of the supply

chain from metal discovery through to end-of-life use.

The Group is geared towards minerals exploration,

with the ultimate goal of supplying sustainable raw

materials critical for the growing demand from the

UK and global battery market, and towards the

concomitant battery metals recycling industry.

Corporate Governance

As a business that promotes good compliance through

all its activities, Technology Minerals is committed to

strong and pragmatic corporate governance practices

within its own operations. Good corporate governance

creates shareholder value by improving performance

while reducing or mitigating risks that the Group

faces as the Board seeks to create sustainable growth

over the medium to long term.

The Board is accountable to shareholders for the

long-term success and the direction and supervision

of the Company’s operations. It is the Chairperson’s

role to lead the Board effectively and to oversee the

adoption, delivery and communication of the Group’s

corporate governance model.

The Company is not obliged to follow the UK

Corporate Governance Code as published by

the Financial Reporting Council; the Board has

adopted the Quoted Companies Alliance Corporate

Governance Code 2018 (the “QCA Code”) because it

was decided that the QCA Code was more appropriate

for the Company’s and Group’s size and stage of

development. Further information about how the

Company complies with the QCA Code is set out from

page 34.

There is a formal list of matters reserved for the

Board, that may only be amended by the Board.

The key responsibilities of the Board include:

• setting the Company’s vision and strategy;

• ensuring the necessary ﬁnancial and human

resources are in place to support implementation

of the strategy;

• maintaining the policy and decision-making

process through which the strategy is

implemented;

• providing entrepreneurial leadership within

a framework of good governance and risk

management;

• monitoring performance against key ﬁnancial and

non-ﬁnancial indicators;

• responsibility for risk management and systems of

internal control; and

• setting values and standards in corporate

governance matters.

The Directors present their report and ﬁnancial statements for the year ended 30 June 2023.

Board of Directors

The following Directors held ofﬁce during the year ended 30 June 2023 and remained in ofﬁce as at the date of

this Annual Report.

Robin Brundle Chairman

Alex Stanbury Chief Executive Ofﬁcer

James Cable Chief Financial Ofﬁcer

Lester Kemp Chief Operating Ofﬁcer

Wilson Robb Chief Technical Ofﬁcer

Philip Beard Independent Non-Executive Director

Nicholas Kounoupias Independent Non-Executive Director

Chang Oh Turkmani Independent Non-Executive Director

Board Of Directors

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

Robin is co-founder of

Technology Minerals

plc and co-founder

of Recyclus Group

Ltd (see note 18).

He is a successful

senior executive

with a proven

track record of

solving business

problems, be they

business growth,

turnaround,

change/strategic

management or exit

strategy.

A selection of previous successes to evidence this includes

roles such as automotive lead on a US$1bn automotive

investment to the UK from Asia, creator and pitcher for the

Formula E global rights valued at US$1bn, non-executive

lead on the successful turnaround at the Queen Elizabeth

Hospital Kings Lynn achieving Foundation Trust status.

A motivated professional, who is passionate about

changing business methodology and who has an innovative

approach to business. Robin has been the leading director

on several multi-lateral government defence programmes

that have been delivered ahead of schedule, under budget

and within governance guidelines.

Robin is a resolute advocate of the circular economy as

evidenced through several previous green initiatives in the

automotive and motorsport sectors.



Alex is a co-founder of

Technology Minerals

Plc and co-founder

of Recyclus Group

Ltd. He has

experience both as

a corporate ﬁnance

advisor advising

companies in the

natural resource

and extractive

industries; with

hedge funds and

investment ﬁrms;

and more recently

in leadership and operating roles at a number of minerals

exploration companies.

Recent operating experience within the sector includes both

in the US with Century Cobalt Corporation, a publicly traded

Cobalt exploration company based in Century City, CA and

prior to that in Sub-Saharan Africa with various entities

including Raintree Mining Limited, developing both hard rock

and alluvial gold assets and Sankuru River Diamonds, mining

alluvial diamonds.

In 2011, Alex founded HASS Advisors Limited, providing

guidance regarding growth strategies, project ﬁnance, and

raising capital through private equity ﬁrms and private

placements for businesses operating predominantly

in the Natural Resources sector. Alex’s prior corporate

ﬁnance consultancy experience includes the origination

and syndication of both private and public placements for

companies within the Natural Resources sector for the

boutique merchant bank, Prosdocimi Limited.

Earlier in his career, Alex served as Associate Director with the

London-based investment bank Dawnay Day Corporate Finance

Limited, where he specialised in equity capital markets, M&A,

and providing ﬁnancial advisory services including research,

analysis and transaction structuring through to execution. Alex

also gained hedge fund management experience through his

time at the New York-based ﬁrm, Lindemann Capital Partners

LLP, and received training from the New York Institute of

Finance.

The Board is responsible for providing effective leadership to promote the long-term success of the Company and has

overall responsibility for the Group. Its aim is to represent all stakeholders and to provide leadership and control in

order to promote the successful growth and development of the business.

ALEXANDER STANBURY

(Chief Executive Ofﬁcer)

ROBIN BRUNDLE

(Executive Chairman)

Board Of Directors

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

Lester Kemp graduated in

1990 with a Masters’

Degree from the Royal

School of Mines,

University of London,

England (UK) and

went on to work

with GeoScience

Limited in Ascot

before running a

gold exploration

camp in Guyana for

Canarc Resources of

Canada.

Following a few years at Roche Pharmaceuticals in the UK

running HIV and Hepatitis C trials, and after completing

his MBA, Lester worked with various junior resource

companies operating throughout Africa / Europe and

Scandinavia. Lester was part of Canadian-listed Redaurum

Limited which operated the River Ranch Diamond Mine in

Zimbabwe and the Kelsey Lake Diamond Mine in the USA.

In addition, Lester was co-founder and Managing Director

of Mantle Diamonds Limited which operated two diamond

mines in Africa (Lesotho and Botswana). He also co-

founded Arabian Nubian Resources Ltd.

Lester has held various Non-Executive Directorships

(Levin Sources, a consultancy and social venture

company involved in advising international clients on

responsible and sustainable mining, and NanoPhagix,

a private US biotechnology company focused on

the treatment of atherosclerosis). He is also Chief

Operating Ofﬁcer of a Swiss company, SunMirror AG.

James has over 45 years

of ﬁnancial experience

across several

industries, including

11 years with Mobil

Oil and more than

18 years in the

mining sector.

After working for a

mining capital house

where he provided

ﬁnancial advice

and evaluated

investments in

copper, gold, diamonds and silver, in 2006 James was

appointed Finance Director of Arian Silver Corporation,

which was admitted to trading on AIM that year, before

becoming a Non-Executive Director in 2009. He was

also Finance Director of AIM listed Kopane Diamond

Developments Plc, from 2005 until it was taken over by

Firestone Diamonds Plc in 2010, and of Mantle Diamonds

Limited, from 2011 until it was acquired by ASX listed

Kimberley Diamonds Limited in 2013.

James started his career with a former incarnation of

Ernst & Young and is a Fellow of the Institute of Chartered

Accountants in England and Wales.

LESTER KEMP

(Chief Operating Ofﬁcer)

JAMES CABLE

(Chief Financial Ofﬁcer)

continued overleaf

Board Of Directors

For The Year Ended 30 June 2023

Wilson Robb is an

exploration geologist

and entrepreneur;

a graduate of the

University of

Glasgow he has

more than 30 years

of experience in

mineral exploration

and the resources

business sector.

He has an easily

demonstrated

history of conceiving,

advancing and

transacting early-stage exploration targets from desktop

to drilling for his clients such as exploration/mining

companies, royalties groups and private equity.

Wilson co-founded Aurum Exploration Services in May

2002 and that company is today, a leading global service

provider of high-quality, cost-effective contract exploration,

target generation and exploration management to clients

in the international mining and exploration industry with a

geographical focus on Africa, the Middle East, Europe and

Ireland.

Since 2013, Wilson has led the project generation business

at Aurum leading to the acquisition of the Aramo and

Leinster exploration by TM1 in 2021, the listing of Adventus

Zinc Corp (TSX.V: AZC) in 2017 and the launch of Aurum

Discovery Limited – a private project generator working in

Europe and Africa - in 2021.

With a current focus on battery-metals, nickel and copper,

Wilson advises exploration company boards and directs

exploration on projects in Spain, Ireland, Scotland, the

wider EU, the African continent as well as further aﬁeld.

He specialises in sediment-hosted base-metal / magmatic

nickel-copper sulphide / spodumene pegmatite / shear-

hosted & VMS gold exploration models, is a leading

project generator, a skilled ﬁeld geologist and pro-active

exploration manager.

Chang is a respected,

multilingual

businesswoman with

extensive experience

in the import and

export of industrial

commodities, as

well as the mining,

manufacturing,

construction, energy

trading, shipping,

environmental

remediation, renewable

energy, and investment

advisory industries.

She is a qualiﬁed lawyer in the US, having specialised in

International Trade, Cross-Border Negotiation, Due Diligence,

and Dispute Resolution.

She is currently Managing Director and Principal of The Mega

Company, based in Washington, DC, a role she has held since

1990. The Mega Company is a private American development

company and import and export business that principally deals

with mineral raw materials and goods including: iron ore, coking

coal, rock phosphate, cement. She also has a senior leadership

role at American Construction Technologies, based in Bucharest,

Romania, having been appointed in 2003, where she is

responsible for the development, construction and management

of one of the largest US developments in the highly specialised

ﬁeld of temperature-controlled warehouses and logistics. Other

leadership roles include Managing Director at CDM Global, also

based in Bucharest, which is an environmental remediation and

industrial waste management, environmental due diligence,

permitting and impact assessment business and Crest Energy,

which is in the wholesale trading of electricity in Romania.

Originally qualifying as a lawyer with Dow, Lohnes & Albertson,

Chang moved to work for Patton, Boggs & Blow in Washington,

DC. Since 2003, she has been Adjunct Professor of Law at

Georgetown University Law Center, in Washington, DC., where

she has taught Pre-negotiation Strategies for Cross-border

transactions. Chang received a U.S. Presidential Appointment to

be a Board member on the National Cancer Advisory Board; she

is a Board member of the American Romanian Business Council

and a Board Member and Finance Chair of Alianta, a U.S. non-

proﬁt organisation working to strengthen the cultural, economic,

and security ties between the United States and Romania.



WILSON ROBB

(Chief Technical Ofﬁcer)

CHANG OH TURKMANI

(Non-Executive Director)

Directors’ and Corporate Governance report

Board Of Directors

For The Year Ended 30 June 2023

Nick Kounoupias qualiﬁed

as a solicitor in 1988 and

has always specialised

in intellectual

property law (“IP”).

Nick practices

across all areas of

IP and has worked

in almost all sectors

that are underpinned

by IP laws in

particular the music,

ﬁlm, branded goods,

pharmaceutical,

computer software

and design sectors. Nick has held senior positions in

all of these sectors and between 1992 and 2008 ran the

music industry’s anti-piracy unit. He was also previously

a director of the Anti-Counterfeiting Group, a founder

and former vice-chairman of the Alliance for IP, General

Counsel of the Asian Media Group, and is currently Chief

Counsel for Anti-Copying in Design (ACID) and Partner

and Head of IP at the Cyprus-based international law ﬁrm,

Michael Kyprianou LLC. In 2016, Nick established his own

IP consultancy, Kounoupias IP Limited, to help businesses

identify, manage and protect their IP.

Nick is a well-known name and thought leader

internationally in the ﬁeld of IP and in addition to providing

regular training, has successfully lobbied for and drafted

changes to the UK copyright and design laws. In June

2021, he was voted UK IP Champion for 2020 – 2021 by his

industry peers.

Philip has launched

companies around

the world, managed

and leveraged

global brands,

and delivered

extraordinary

commercial results

for companies,

shareholders, third

party partners and

customers. He has

been passionately

involved in several

highly successful UK

and international businesses.

Philip was a founding partner of Air Miles in 1988 and

developed and launched hugely successful Air Miles

companies in the UK, Canada, the Netherlands and Spain.

Subsequently, Philip was a director of the successful

London 2012 Olympic and Paralympic bid team and

authored the Commercial Programme for the Games. In

2007, he left The London Organising Committee of the

Olympic and Paralympic Games (LOCOG) to become CEO

of The O2, located on the Greenwich peninsula in South-

East London. There, Philip managed the team that turned

the Millennium Dome into the most successful music and

entertainment venue in the world.

Philip was appointed CEO of Queens Park Rangers FC in

2012 and spent four years managing all aspects of the

club on behalf of the owners both on and off the pitch.

Since leaving the club, Philip has been advising a variety of

companies on business structure, strategy and investment.

Philip is a passionate supporter of several charities,

particularly the Sepsis UK Trust.

NICHOLAS KOUNOUPIAS

(Non-Executive Director)

PHILIP BEARD

(Non-Executive Director)

3131

Directors’ and Corporate Governance report

Board Of Directors

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

Board Diversity

The Board is mindful of the value of diversity of all type, including not only gender, sexuality, and ethnicity, but

also socio-demographic background and neurodiversity.

The following tables are disclosed in accordance with the requirements of LR 9.8.6R(10), and is as at 30 June

2023. The prescribed form of the disclosure below deﬁnes the senior positions on the Board as being the CEO,

CFO, SID and Chair. For the purpose of disclosure in the tables below, Executive Management is deemed to

comprise each of the executive directors.

Number of

board

members

Percentage of

the board

Number of

senior

positions on

the board (CEO,

CFO, SID and

Chair)

Number in

executive

management

Percentage of

executive

management

Men 7 87.5% 4 5 100%

Women 1 12.5% 0 0 0%

Other categories - - - - -

Not speciﬁed/

prefer not to say

- - - - -

Number of

board

members

Percentage of

the board

Number of

senior

positions on

the board (CEO,

CFO, SID and

Chair)

Number in

executive

management

Percentage of

executive

management

White British or

other White (includ-

ing minority-white

groups)

7 87.5% 4 4 100%

Mixed/Multiple

Ethnic Groups

- 0.0% - - 0%

Asian/Asian British 1 12.5% 0 0 0%

Black/African/

Caribbean/Black

British

- 0.0% - - 0%

Other ethnic group,

including Arab

- - - - -

Not speciﬁed/

prefer not to say

- - - -

Director’s Report

For The Year Ended 30 June 2023

In accordance with LR 9.8.6R(9) and (10) the approach to collecting the data forming the basis of the gender

and ethnic diversity of the Board and executive management was consistent across each individual in relation

to whom data was reported. Board members were provided with a standard form questionnaire on a strictly

conﬁdential and voluntary basis to allow the individual to self-report on their gender and ethnicity (or to

specify that they do not wish to report such data). The questionnaire was fully aligned to the deﬁnitions set out

in the UK Listing Rules, with individuals asked to specify their gender identity and ethnicity in accordance with

the categories as set out in the tables above.

Board Committees

The Board has delegated and empowered three Committees: an Audit Committee, a Remuneration Committee,

and a Nomination Committee. Each Committee has written terms of reference set by the Board, which are

reviewed annually. Membership of each Committee is determined by the Board on the recommendation of

the Nomination Committee. Each Committee Chair reports to the Board on the activities considered and

determined by the relevant Committee.

A summary of the Committees’ responsibilities and their work during the year can be found in the reports from

the Committees appearing later in this Report.

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

Board Activities

Board Meeting Attendance

The Board held four scheduled meetings during the year at which it considered all matters of a routine nature,

structured through clear agenda setting, written reports and presentations from both internal members of

staff as well as external advisors and consultants as appropriate.

Director’s attendance during the year ended 30 June 2023 was as follows:

Directors’ and Corporate Governance report

Board Audit

Committee

Nomination

Committee

Remuneration

Committee

Robin Brundle 4/4 - - -

Alex Stanbury 4/4 - - -

James Cable 4/4 - - -

Lester Kemp 2/4 - - -

Wilson Robb 4/4 - - -

Philip Beard 3/4 2/3 1/1 1/1

Nicholas Kounoupias 4/4 3/3 1/1 1/1

Chang Oh Turkmani 4/4 3/3 1/1 0/1

In addition to the full, scheduled board and committee meetings, the Directors routinely meet during the

intervening periods, and pass resolutions in writing, as appropriate.

Director’s Report

For The Year Ended 30 June 2023

Re-election of Directors

All Directors are put forward for re-election on

a three-year basis as set out in the articles of

association of the Company.

The composition of the Board of the Directors in

relation to diversity is set out in the Nomination

Committee Report on page 56.

QCA Code Compliance

The narrative below sets out in broad terms how the

Group complies with the QCA Code.

Principle 1: Establish a strategy and business model

which promote the long-term value for shareholders

The Board meets regularly to review and approve

the strategy for the Group. The strategic plan and

business model are reviewed by the Board on

an ongoing basis with relevant operational and

management updates being reported to demonstrate

delivery and progress. Decisions of the Board are

made in line with the strategic plan and business

model for the Group. Further details of the Group’s

strategy can be found in the Strategic Report.

Principle 2: Seek to understand and meet

shareholder needs and expectations

The Board is committed to listening and

communicating openly with shareholders to ensure

that its strategy, business model and performance

are clearly understood. Understanding what analysts

and investors think about us, and in turn, helping

these audiences understand its business, is a key

part of driving the business forward and the Group

actively seeks dialogue with the market. The Directors

do so via retail and institutional investor roadshows,

attending and presenting at investor conferences,

meeting with independent investment analysts and

ﬁnancial journalists and through the Company’s

regular ﬁnancial reporting.

The Annual General Meeting (“AGM”) is the principal

annual forum open to all shareholders to discuss

the business with the Directors each year. A Notice

of AGM is sent to shareholders at least 21 clear days

before the meeting. The chairs of the Board and each

of the Committees, together with all other Directors,

are expected to attend the AGM and be available

to answer questions raised by shareholders. The

results of the AGM will subsequently be announced

and published on the Company’s website, including

the number of proxy votes received for, against and

withheld each resolution.

Principle 3: Take into account wider stakeholder and

social responsibilities and their implications for long-

term success

The Board values the opinions of key stakeholders

in the business and regularly seeks to ensure that

the views of its employees, suppliers, customers

and partners are known and where relevant to the

success of the business they are acted upon.

The Group recognises its responsibility to promote

its success for the beneﬁt of its stakeholders and

understands that the business has a responsibility

towards its shareholders, employees, partners,

customers, suppliers and to the local community. The

Board is also conscious that the tone and culture that

it sets will impact all aspects of the Group and the

way employees behave and operate. The importance

of sound ethical values and behaviours is crucial to

the ability of the Group to successfully achieve its

corporate objectives. The Company has close on-going

relationships with a broad range of its stakeholders,

monitors feedback from them, and uses this to

develop future policy.

Principle 4: Embed effective risk management,

considering both opportunities and threats,

throughout the organisation

Financial controls

The Audit Committee meets at least twice a year

and at such other times as appropriate. The Audit

Committee’s main functions include reviewing the

effectiveness of internal control systems and risk

assessment, making recommendations to the Board in

relation to the appointment and remuneration of the

Company’s auditors, and monitoring and reviewing

annually their independence, objectivity, effectiveness

and qualiﬁcations.

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

The Audit Committee also monitors the integrity of

the ﬁnancial statements of the Company and Group,

including its annual and interim reports and any

other formal announcement relating to ﬁnancial

performance. The Audit Committee considers the

nature, scope and results of the auditors’ work and

reviews, and can develop and implements policies on

the supply of non-audit services that are provided by

the external auditors where appropriate. The Audit

Committee focuses particularly on compliance with

legal requirements, accounting standards and the

relevant London Stock Exchange Rules for Companies

and ensuring that an effective system of internal

ﬁnancial and non-ﬁnancial controls is maintained. The

ultimate responsibility for reviewing and approving

the Annual Report and Accounts remains with the

Board. The identity of the Chairperson of the Audit

Committee is reviewed on an annual basis and the

membership of the Audit Committee and its terms of

reference are kept under review. The Audit Committee

members have no links with the Company’s external

auditors.

Standards and policies

The Board is committed to maintaining appropriate

standards for all the Group’s business activities and

ensuring that these standards are set out in written

policies where appropriate. The Board acknowledges

that the Group’s international operations may give

rise to possible claims of bribery and corruption.

In consideration of the UK Bribery Act, the Board

reviews the perceived risks to the Group arising

from bribery and corruption to identify aspects of the

business which may be improved to mitigate such

risk. The Board has adopted a zero-tolerance policy

toward bribery and has reiterated its commitment to

carry out business fairly, honestly, and openly. The

Company has also adopted a share dealing code for

the Board, in conformity with the requirements of

the London Stock Exchange Rules for Companies and

MAR and will take steps to ensure compliance by the

Board and senior staff with the terms of the code. In

summary, the share dealing code stipulates that those

covered by it should:

• not deal in any securities of the Company, unless

prior written notice of such proposed dealings has

been given to the Board and written clearance

received from the Board;

• not purchase or sell any securities of the Company

in the two months immediately preceding the

announcement of the Company’s half-yearly or

annual results;

• not use another person, company, or organisation

to act as an agent, or nominee, partner, conduit

or in another capacity, to deal in any securities on

their behalf where that third person would breach

obligations under this paragraph; and

• immediately inform the Board of any dealings in

the Ordinary Shares.

All material contracts are required to be reviewed

and signed by a senior Director of the Company and,

where appropriate, will be reviewed by our external

counsel.

The Company has a social media policy. The objective

of the policy is to minimise the risks to the Company

through use of social media. The policy deals with the

use of all forms of social media, all social networking

sites, internet postings, the Company’s website,

non-regulatory news feeds and blogs. It applies to

use of social media for business purposes as well as

personal use that may affect the Company in any way.

The policy covers all employees, ofﬁcers, consultants,

contractors, interns, casual workers, and agency

workers.

Principle 5: Maintain the Board as a well-functioning,

balanced team led by the Chair

The Board comprises the Executive Chairperson, three

Non-Executive Directors and four Executive Directors.

The three Non-Executive Directors are all considered

to be independent. The Board is satisﬁed that it has

a suitable balance between independence on the one

hand, and knowledge of the Company on the other, to

enable it to discharge its duties and responsibilities

effectively. All Directors are encouraged to use their

independent judgement and to challenge all matters,

whether strategic or operational and the Board is

supported by an experienced Company Secretary who

has broad experience administering public companies,

including within the battery metals supply chain. The

Chairperson will hold review meetings with each

Director to ensure they are performing as they are

required.

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Director’s Report

For The Year Ended 30 June 2023

During a normal ﬁnancial year it is expected that at

least four formal Board meetings will take place.

Key Board activities in the coming year will include

reviewing the progress of the Group’s commercial

development and careful monitoring of the Group’s

investment plans following the fund raise. In addition

the Board will:

• consider the Company’s ﬁnancial and non-ﬁnancial

policies;

• discuss strategic priorities;

• discuss the Company’s capital structure and

ﬁnancial strategy, including capital investments

and shareholder returns;

• discuss internal governance processes;

• review the Company’s risk proﬁle;

• review feedback from shareholders post full and

half year results; and

• monitor ESG, diversity and culture.

The Company has effective procedures in place to

monitor and deal with conﬂicts of interest. The Board

is aware of the other commitments and interests of

its Directors, and changes to these commitments and

interests must be reported to and, where appropriate,

agreed with the rest of the Board.

The Board considered the other time commitments of

the Non-Executive Directors when appointing them.

Each Board member is expected to dedicate

sufﬁcient time to the business of the Company as

may be necessary to fulﬁl their duties. In the case of

independent Non-Executive Directors, the expected

time commitment is a minimum of three days per

month; a maximum commitment is not deﬁned and is

determined by the particular needs of the business

and the skillset of the relevant Director at such time.

All Directors receive regular and timely information

on the Company’s operational and ﬁnancial

performance. Relevant information is circulated to the

Directors in advance of meetings.

Details of the number of meetings of the Board and

its committees held during the year, together with

the attendance record of each Director, are set out on

page 33.

Principle 6: Ensure that between them the Directors

have the necessary up-to-date experience, skills and

capabilities

The Board is satisﬁed that, between the Directors,

it has an effective and appropriate balance of skills

and experience. In addition to the Executive Directors’

skills and experience of running the business over

many years, the Non-Executive Directors bring recent

and relevant skills in running listed public companies,

in relevant ﬁnance and legal matters and in

remuneration practices relevant to similar companies

of the Company’s size and complexity.

The biographies of the Directors which are set out

in this document set out the relevant skills and

experience of each of the Directors.

All Directors are encouraged to attend update

sessions to ensure that they are kept abreast of

changes to regulatory codes and best practices.

In addition, when appropriate, Board meeting

agendas include updates from advisors on changes

in regulations or requirements that are speciﬁcally

pertinent to the Group. Director training requirements

are considered as part of the Board Performance

Review process.

The Board makes decisions regarding the

appointment and removal of Directors and there is

a formal, rigorous, and transparent procedure for

appointments. The Company’s Articles of Association

require that:

• any new Directors appointed during the year

must stand for election at the AGM immediately

following their appointment; and

• each Director shall retire not later than at the

third AGM following the AGM at which they were

elected or last re-elected.

All Directors can take independent professional

advice in the furtherance of their duties, if necessary,

at the Company’s expense and with prior agreement

from the Board.

The Company has engagement letters in place

with such corporate advisers as are customary

for public companies, including auditors, brokers,

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

corporate ﬁnance advisers, ﬁnancial PR consultants,

and solicitors. These advisers make their services

available to the Board or its committees as required

from time to time.

In addition, the Directors have direct access to, and

are encouraged to utilise, the advice and services of

the Company Secretary.

Principle 7: Evaluate Board performance based on

clear and relevant objectives, seeking continuous

improvement

The Board has undertaken an internal review of the

Board, the Committees and individual Directors, in the

form of a Board Performance Review and discussions

to determine their effectiveness and performance

as well as the Directors’ continued independence.

This process offers Directors an opportunity to

discuss their contribution in terms of their skills and

experience, as well as identifying improvements or

developments to enhance the capabilities of the Board

as a whole. Further details of the Board Performance

Review undertaken prior to the date of this report are

set out in this Corporate Governance Report.

Principle 8: Promote a culture that is based on

ethical values and behaviours

The Board aims to lead by example and to make

decisions that are in the best interests of the Group

and its stakeholders as a whole.

The Company’s culture is underpinned by a clear set

of values, which guide decision-making at all levels

in the business. The Board acknowledges more work

is required to better articulate our values and to

demonstrate our culture, and our work in this area

will become increasingly evident as the Company

grows and matures.

The Board reviews and approves the Group’s policies

which are then implemented and communicated

internally and externally to those who are expected to

adhere to them.

The Board recognises that the tone and culture

that it sets, as well as the decisions it takes, will

greatly impact all areas of the Group, including the

way employees behave and operate, and corporate

culture of the Group as a whole; this will affect the

performance of the business. The importance of

sound ethical values and behaviours is crucial to

the ability of the Group to successfully achieve its

corporate objectives.

The Company seeks to ensure that responsible

business practice is fully integrated into the

management of all its operations and into the culture

of all parts of its business. It believes that the

consistent adoption of responsible business practice

is essential for operational excellence, which in turn is

expected to ensure the delivery of its core objectives

of sustained real growth in future proﬁtability.

Principle 9: Maintain governance structures and

processes that are ﬁt for purpose and support good

decision-making by the Board

The Board meets at least four times each year

at quarterly intervals. These meetings may be

supplemented by additional meetings as and when

required. In addition, Non-Executive Directors are

invited to attend monthly update calls with the

Executive Directors.

The Board and its Committees receive appropriate

and timely information prior to each meeting. A

formal agenda is produced for each meeting and

Board and Committee papers are distributed at least

two days before meetings take place. Any Director

may challenge Company proposals and decisions are

taken democratically after discussion. Any Director

who feels that any concern remains unresolved after

discussion may ask for that concern to be noted in

the minutes of the meeting, which are then circulated

to all Directors. Any speciﬁc actions arising from

such meetings are agreed by the Board or relevant

Committee and then followed up by the Company’s

management.

The Board is responsible for the long-term success of

the Company. There is a formal schedule of matters

reserved to the Board. It is responsible for: overall

Group strategy; approval of major investments;

approval of the annual and interim results; annual

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

budgets; dividend policy; and Board structure. It

monitors the exposure to key business risks and

reviews the annual budgets and their performance

in relation to those budgets. There is a clear division

of responsibility at the head of the Company. The

Chairperson is responsible for running the business

of the Board and for ensuring appropriate strategic

focus and direction.

The CEO is responsible for proposing the strategic

focus to the Board, implementing it once it has been

approved and overseeing the management of the

Company through the executive team.

The Board is supported by the Audit Committee,

the Remuneration Committee and the Nomination

Committee. Each Committee has access to such

resources, information, and advice as it deems

necessary, at the cost of the Company, to enable

the Committee to discharge its duties with prior

Board agreement. The Remuneration Committee

comprises not less than three members, all of

whom are independent Non-Executive Directors. The

Remuneration Committee ensures remuneration

is aligned to the implementation of the Company

strategy, market data and effective risk management,

considering the views of shareholders and is also

assisted by executive pay consultants as and when

required.

Principle 10: Communicate how the company is

governed and is performing by maintaining a

dialogue with shareholders and other relevant

stakeholders

The Company communicates with shareholders

through the Annual Report and Accounts, full-year

and half-year announcements, the AGM and RNS

announcements. A range of corporate information

(including all Company announcements and

presentations) is also available to shareholders,

investors, and the public on the Company’s corporate

website. The Board receives regular updates on

the views of shareholders through brieﬁngs and

reports from the CEO and the Company’s nominated

adviser. The Company will communicate with

institutional investors frequently through brieﬁngs

with management. In addition, analysts’ notes and

brokers’ brieﬁngs are reviewed to achieve a wide

understanding of general investors’ views.

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

Division of Responsibilities

The Board comprises ﬁve Executive Directors and

three independent Non-Executive Directors and is

supported by the Company Secretary. The Directors

are able to access to independent professional advice,

where needed, at the Company’s expense.

The responsibilities of both the Chairman and CEO are

clearly deﬁned and understood:

• The Chairman, Robin Brundle, has primary

responsibility for leading the Board, facilitating the

effective contribution of all members and ensuring

that it operates effectively in the interests of the

shareholders. In addition, he maintains a strong

focus on governance to ensure good practice

is embedded in the day-to-day operations with

good ﬂows in communication and reporting. He

maintains a regular dialogue with the CEO to

ensure the business receives the support from

the Board necessary to progress the strategy.

The Chairman also meets with the Non-Executive

Directors as required. Shareholders have an

opportunity to engage with the Chairman and the

Board at the Company’s AGM.

• The CEO, Alex Stanbury, is responsible for the

day-to-day running of the business, which includes

implementation of the strategy. Relevant matters

are reported to the Board by the CEO.

The role of the independent Non-Executive Directors

is to:

• provide oversight and scrutiny of the performance

of the Executive Directors;

• constructively challenge to help develop and

execute on the agreed strategy;

• satisfy themselves as to the integrity of the

ﬁnancial reporting systems and the information

they provide;

• satisfy themselves as to the robustness of the

internal controls;

• ensure that the systems of risk management are

robust and defensible; and

• review corporate performance and the reporting

of performance to shareholders.

Board Effectiveness

The Board conducts an assessment of effectiveness

through a questionnaire in a process led by the

Chairman. The questionnaire provides Directors with

the opportunity to express their views on a variety of

topics including: Board leadership, effectiveness and

accountability. The detailed ﬁndings of the evaluation

are reviewed and actions generated. In addition,

the Chairman has regular one-to-one meetings with

Directors. A Board performance review was held

prior to the date of this previous Annual Report;

the next performance review is planned during the

course of the 2023-24 ﬁnancial year. The previous

review, which was led by the Chairman in September

2022, determined that the Board, its Committees and

individual Directors were felt to be working well, with

recommendations being made in relation to how the

Board’s agenda and performance could be evolved. In

compliance with the QCA Code, succession planning

was considered as part of the Board effectiveness

process. Appointments are made based on required

expertise to match the needs of the business while

bearing in mind the need to introduce diversity into

the Board composition.

In June 2023, the Board appointed David Taylor FCG

as Company Secretary.

Strategic Resources

The executive leadership team includes

representation from a wide range of disciplines, each

leader identiﬁes and manages the key resources and

relationships in their respective areas.

Ethical Behaviours

The Board ensures ethical values and behaviours

are recognised and respected, promoting a strong

culture of supporting our core values. These values

are incorporated into our various codes and policies

which the Board regularly reviews and updates. These

codes include Employee Code of Conduct, Human

Resources, Anti Bribery and Corruption, Modern

Slavery, Health and Safety and Social Media policies.

Board Induction, Training and Development

When appointed, new Directors are provided with

a full and tailored induction in order to introduce

them to the business and management of the Group.

Throughout their tenure, Directors are given access

to the Group’s operations and personnel, and receive

updates on relevant issues as appropriate, taking into

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Director’s Report

For The Year Ended 30 June 2023

account their individual qualiﬁcations and experience.

This allows the Directors to function effectively with

appropriate knowledge of the Group.

The Board is satisﬁed that each Director has sufﬁcient

time to devote to discharging his responsibilities as a

Director of the Company.

Stakeholder Engagement

The Board and its Committees recognise their

responsibilities to shareholders and other

stakeholders.

The Company communicates with shareholders

through the Annual Report and Accounts, regulatory

announcements, the AGM as well as meetings with

existing or potential new shareholders. Annual

reports as well as other regulatory announcements

and related information are all available on the

Company’s website. The Company’s brokers also

publish research from time to time.

A list of the Company’s signiﬁcant shareholders can

be found in the Directors’ Report on page 40 and

in the investor section of the Company’s website

which is updated following formal notiﬁcations of

movements to the Company.

The Company maintains regular communication and

dialogue with other stakeholders such as employees,

customers, suppliers and regulators to understand

their needs and concerns and factors these

requirements into its decisions and activities.

Substantial Shareholdings

As at 25 October 2023 the Company has been notiﬁed of

the following beneﬁcial signiﬁcant shareholdings of 3%

or more in the company’s existing issued share capital:

Name Number Shareholding

of shares (%)

Century Cobalt Limited

(1)

421,746,213 27.86%

Jonathan Mark Swann 102,875,000 6.80%

Kaﬁna Investments LLC

(2)

55,555,556 3.67%

As at 25 October 2023, the registered holders of 3%

or more of the Ordinary shares in the capital of the

Company were as set out in the table below. The

beneﬁcial signiﬁcant shareholders as disclosed in the

table above may hold shares in one or more of the

accounts set out below, and may also have holdings

in other registered accounts below the reporting

threshold:

Name Number of shares Shareholding (%)

Pershing Nominees Limited XCCLT a/c 376,746,213 24.89%

Barnard Nominees LTD OBADV a/c 119,246,523 7.88%

Jonathan Swann 80,000,000 5.29%

Vidacos Nominees Limited IGUKCLT a/c 72,582,756 4.80%

Freetrade Nominees Limited FTPOOL a/c 58,964,149 3.90%

Barnard Nominees LTD OBNOMEX a/c 58,877,433 3.89%

Kaﬁna Investments LLC

(2)

55,555,556 3.67%

Hargreaves Lansdown (Nominees) Limited 53,529,712 3.54%

(1)

Century Cobalt Limited is a wholly-owned subsidiary of Century Cobalt Corp in which Alex Stanbury holds 23.47% of the common

stock and Lester Kemp holds 0.77% of the common stock. Alex Stanbury controls Century Cobalt Limited.

(2)

Kaﬁna Investments LLC holds shares on behalf of a trust, of which Chang Oh Turkmani is a trustee and beneﬁciary

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

Internal Controls

The Board is ultimately responsible for the Group’s

systems of internal control and for reviewing its

effectiveness throughout the year. The systems are

designed to manage rather than eliminate risk of the

failure to achieve the Group’s strategic objectives

and can only provide reasonable and not absolute

assurance against material misstatement or loss.

The Board monitors ﬁnancial controls through the

setting and approval of an annual budget and the

regular review of the monthly management accounts.

Management accounts contain a number of indicators

that are designed to reduce the possibility of

misstatement in the ﬁnancial statements.

Key elements of the internal control system are

described below:

• clearly deﬁned management structure and

delegation of authority to Board Committees and

the Executive Management Committee;

• high recruitment standards to ensure integrity

and competence of staff;

• regular and comprehensive information provided

to management, covering ﬁnancial and non-

ﬁnancial performance indicators;

• a detailed budgeting process for the coming year

for Board approval;

• monthly monitoring and re-forecasting of annual

and half-yearly results against budget, with major

variances followed up and management action

taken where appropriate;

• procedures for the approval of capital expenditure

and investments; and

• regular review and updating of the Group

risk register including the implementation of

mitigating actions.

The Board, with the assistance of the Audit

Committee, has conducted its annual review of the

effectiveness of the system of internal control based

on a review of signiﬁcant risks identiﬁed, external

audits and reports from management and concluded

that the system of internal control is adequate given

the stage of the Group’s development.

Directors’ Interests

Details of the interests in the Shares of the Company

of the Directors holding ofﬁce as at the date of this

report, and their immediate families, appear in the

Remuneration Report on page 55.

Details of the Directors’ service contracts and letters

of appointment appear in the Remuneration Report on

page 54.

Robin Brundle and Alex Stanbury are both

shareholders in Recyclus Group Limited, and Lester

Kemp holds share options in Recyclus Group Limited.

As at 30 June 2023, Century Cobalt Limited held

450,746,213 Ordinary shares in the Company, which

comprised 34.55% of the Company’s issued share

capital at that time. Century Cobalt Limited is a

wholly-owned subsidiary of Century Cobalt Corp in

which Alex Stanbury holds 23.47% of the common

stock and Lester Kemp holds 0.77% of the common

stock. Alex Stanbury controls Century Cobalt Limited.

Procedures for dealing with Directors’ conﬂicts of

interest are in place and are operating effectively.

Directors Insurance and Indemnities

The Company maintains liability insurance for its

Directors and Ofﬁcers.

Review of Business and Dividends

The Strategic Report is set out from page 5 and the

consolidated income statement for the year is set out

on page 68.

The Board will not propose a dividend for the period.

Risks and Uncertainties

The Group has an established process for the

identiﬁcation and management of risk, working

within the governance framework. Ultimately, the

management of risk is the responsibility of the

Board of Directors and the Audit Committee, working

through the business leadership team. The Group’s

principal risks and uncertainties are set out in the

Strategic Report on pages 23 to 26.

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

Coronavirus

The Directors have considered the ongoing impact

of COVID-19 and are of the view that the risk of

disruption is signiﬁcantly reduced from the prior year.

Financial Risk Management

The successful management of risk is essential

to enable the Group to achieve its objectives. The

ultimate responsibility for risk management rests

with the Directors who evaluate the Company’s risk

appetite and formulates policies for identifying and

managing such risks. There are a number of ﬁnancial

risks that could potentially impact the activities of

the Group and these include, but are not limited to,

the following: price risk, credit risk, foreign currency

risk, liquidity risk, etc. The Group’s objective in

managing such risks is the creation and protection of

shareholder value. In order to manage and mitigate

such risks, the Group employs a number of risk

management tools in its day-to-day operation.

Future Development

The Directors consider that the year-end ﬁnancial

position was satisfactory and that the Group is well-

placed to sustain the present level of activity in the

foreseeable future.

Going Concern

On 18 November 2021, the Group obtained a Standard

Listing on the LSE raising gross proceeds of £1.5 million

before expenses. Subsequently, warrant exercises raised

a further £0.8 million and the Group raised £0.9 million

from the sale of a 10% interest in one of its minerals

exploration assets. Since then, the Company has

been successful in raising additional funding by share

placements, convertible bonds and convertible loan

notes totalling £5.2 million including £0.7 million raised

in September 2023. Funds raised include £1.06 million

drawn under a £4 million convertible bond facility with

the balance available to be drawn on if so required.

The Company also believes that, with the securing of

Environmental Agency permitting for Recyclus’ ﬁrst

lithium-ion recycling plant and its achievement of

commercial production, repayments of loans made to

Recyclus by the Company will occur in 2023.

The Directors have a reasonable expectation that

the Group’s and the Company’s cash resources will

be adequate to enable them to meet their planned

expenditure for at least 12 months from the date of

approval of these consolidated ﬁnancial statements.

In determining this expectation, the Directors have

considered their ability to raise additional funds should

they be required, as well as the likelihood and timing of

Recyclus Group loan repayments being received.

Although the Directors have been successful in

raising ﬁnance in the past, no assurance can be given

that funding will be available when it is required

in future, or that it will be available on acceptable

terms. Recyclus Group Ltd does not yet have a strong

track record of repaying its loans to the Company. In

view of the foregoing, the Directors consider that a

material uncertainty exists as to the Group’s and the

Company’s ability to continue as a going concern.

Having carefully considered the foregoing, the

Directors nonetheless maintain their reasonable

expectation that the Group and the Company

will be able to meet its planned expenditure for

at least 12 months from the date of approval of

these consolidated ﬁnancial statements and the

consolidated ﬁnancial statement have therefore been

prepared on a going concern basis.

In reaching this conclusion, the Board has considered

the magnitude of potential impacts resulting from

uncertain future events or changes in conditions,

the likelihood of their occurrence and the likely

effectiveness of mitigating actions that the Directors

would consider undertaking.

The Board continues to monitor the impact of global

conﬂict, including the Ukraine war, on the ability of

the Group and the Company to pursue the strategy

and will make appropriate changes should they be

required. There is not considered to be any material

impacts on the ﬁnancial position or results of the

Company or the Group as a result of the global

conﬂict at the reporting date.

Charitable and political donations

During the year, the Company made no charitable or

political donations (2022: £nil).

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

Research and Development

As explained in the Strategic Report, the Company,

particularly through its investment in Recyclus and

the partnership between universities and Recyclus,

carries out research and development in respect of

battery technologies and chemistries.

Through its subsidiaries, the Company systematically

carries out research into the mineralogy and

metallurgy of its mineral exploration projects,

developing geophysical models with a view to

creating economic supplies of metals which are

currently essential for the production of batteries.

Post Balance Events

Post balance sheet events are detailed in note 31 to

these ﬁnancial statements.

Environmental policy

The Company seeks to undertake its activities in a

manner that minimises or eliminates negative impacts

and maximise positive impacts of an environmental

or socio-economic nature. The Company expects

any third party working on its behalf, to undertake

their work whether for or on behalf the Company,

in a manner that reﬂects this ethos. The Company

is committed to responsible stewardship of natural

resources and the ecological environment.

The Company aims to continually improve its

environmental performance and the prevention of

pollution, reduce or control the creation, emission

or discharge of any type of pollutant or waste and

to reduce adverse environmental impacts; the

integration of environmental management into

management practices throughout the Company;

rehabilitate disturbed land as much as possible and

protect environmental biodiversity; protect cultural

heritage resources; comply with applicable legal

requirements; and train and educate employees in

environmental responsibilities.

Disclosure of Information to Auditors

So far as each of the Directors at the date of approval

of this report are aware:

(a) there is no relevant audit information of which

the Company’s auditors are unaware; and

(b) they have taken all the steps that they

ought to have taken as Directors in order

to make themselves aware of any relevant

audit information and to establish that

the Company’s auditors are aware of that

information.

External Auditors

On 1 December 2022, after the Notice of the AGM

had been sent to shareholders on 25 November

2022, Jeffreys Henry LLP gave written notice to the

Company of their resignation as the auditors of the

Company. Jeffreys Henry certiﬁed that there are no

circumstances connected with their resignation which

they consider should be brought to the attention

of the Company’s members or creditors and stated

that they resigned because they had decided not to

public interest entity companies.

Following a selection process, the Audit Committee

recommended to the Board of Directors that

PKF Littlejohn LLP be appointed as Auditors. On

6 December 2022, the Directors accepted that

recommendation, and resolved to appoint PKF as

the Auditors of the Company to ﬁll the vacancy in

the ofﬁce of auditor pursuant to s. 489 (3) (c) of the

Companies Act 2006.

The auditors PKF Littlejohn LLP are being proposed

for reappointment at the forthcoming Annual General

Meeting of the Company.

Auditor independence

The independence and objectivity of the Company’s

external auditors is essential to assuring the proper

performance of their role, and the Board and Audit

Committee place great importance in ensuring this

independence is not impaired.

The Audit Committee terms of reference impose

certain obligations on the Audit Committee

including, annually assessing the external auditor’s

independence and objectivity, considering any threats

to the auditor’s independence and the safeguards

applied to mitigate those threats, and speciﬁcally

the provision of any non-audit services. This work

is usually carried out at the end of each annual

reporting cycle, taking into account the views of

Directors’ and Corporate Governance report

Director’s Report

For The Year Ended 30 June 2023

Director’s Report

For The Year Ended 30 June 2023

management as well as any matters speciﬁcally

reported by the external auditors.

This review is usually undertaken during the

closing Audit Committee immediately ahead of the

ﬁnal approval of the Annual Report & Accounts by

way of a debrief. Each of the external auditors and

management are given the opportunity to discuss

matters relating to the audit process, with the Audit

Committee.

There are no contractual restrictions impacting

the Company’s ability to select or appoint external

auditors.

Statement of Directors’ Responsibilities

The Directors are responsible for preparing

the Annual Report and the ﬁnancial statements

accordance with applicable law and regulations.

Company law requires the Directors to prepare

ﬁnancial statements for each ﬁnancial year. Under

that law, the Directors have prepared the Group and

the Company ﬁnancial statements in accordance with

international accounting standards in conformity with

the requirements of the Companies Act 2006. Under

company law, the Directors must not approve the

ﬁnancial statements unless they are satisﬁed that

they give a true and fair view of the state of affairs of

the Group and the Company and of the proﬁt or loss

of the Group for that period.

In preparing these ﬁnancial statements, the Directors

are required to:

• select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that

are reasonable;

• state whether applicable international accounting

standards in conformity with the requirements

of the Companies Act 2006 have been followed,

subject to any material departures disclosed and

explained in the ﬁnancial statements; and

• prepare the ﬁnancial statements on the going

concern basis unless it is inappropriate to

presume that the Group will continue in business.

The Directors are responsible for keeping adequate

accounting records that are sufﬁcient to show and

explain the Company’s transactions and disclose with

reasonable accuracy at any time the ﬁnancial position

of the Company and the Group and enable them to

ensure that the ﬁnancial statements comply with

the Companies Act 2006. They are also responsible

for safeguarding the assets of the Company and

the Group and hence for taking reasonable steps

for the prevention and detection of fraud and other

irregularities.

The Directors are responsible for ensuring the

Annual Report and the ﬁnancial statements are made

available on a website. Financial statements are

published on the Company’s website in accordance

with legislation in the United Kingdom governing the

preparation and dissemination of ﬁnancial statements,

which may vary from legislation in other jurisdictions.

The maintenance and integrity of the Company’s

website is the responsibility of the Directors. The

Directors’ responsibility also extends to the ongoing

integrity of the ﬁnancial statements contained therein.

Forward-Looking Statements

This document contains certain forward-looking

statements. The forward-looking statements reﬂect

the knowledge and information available to the

Company and Group during preparation and up to the

publication of this document. By their very nature,

these statements depend upon circumstances and

relate to events that may occur in the future and

thereby involving a degree of uncertainty. Therefore,

nothing in this document should be construed as a

proﬁt forecast by the Company or Group.

Approved by the Board of Directors and signed by

order of the Board:

Robin Brundle

Chairman

30 October 2023

Directors’ and Corporate Governance report

Audit Committee Report

For The Year Ended 30 June 2023

Composition of Audit Committee

As at 30 June 2023, the Audit Committee comprised

Nicholas Kounoupias (Committee Chairman), Philip

Beard and Chang Oh Turkmani.

All Committee members are considered by the Board

to be independent Directors of the Company and to

have the appropriate skills and expertise to enable

them to carry out their role effectively.

Appointments to the Committee are made by

the Board following recommendations from the

Nomination Committee. Only members of the

Committee have the right to attend meetings. All

three members of the Committee have a mix of

knowledge and skills gained through their experience

of business and management practices including

risk and the industry sector and are considered

by the Board to have recent and relevant ﬁnancial

experience.

Senior executives, and advisers, including the external

auditor, are invited to attend from time to time, as

appropriate. The external auditor discusses the audit

plan and ﬁndings with the Committee ahead of, and

following, each audit.

The Committee meets not less than twice each year

linked to the timing of the Company’s half year and

full year results and also meets on an ad hoc basis

when required.

Main Responsibilities of the Audit Committee

An important part of the role of the Audit Committee

is its responsibility for reviewing the effectiveness

of the Group’s ﬁnancial reporting, internal control

policies, and procedures for the identiﬁcation,

assessment and reporting of risk. The Committee

devotes signiﬁcant time to their review. Further

information on the risk management and internal

control systems is provided within the Strategic

Report.

A key governance requirement of the Group’s ﬁnancial

statements is for the report and accounts to be fair,

balanced and understandable. The coordination and

review of the groupwide input into the Annual Report

and Accounts is a sizeable exercise performed within

an exacting timeframe. It runs alongside the formal

audit process undertaken by external auditors and

is designed to arrive at a position where initially the

Committee, and then the Board, is satisﬁed with the

overall fairness, balance and clarity of the document

and is underpinned by:

• detailed guidance issued to contributors at

operational levels;

• a veriﬁcation process dealing with the factual

content of the reports; and

• a comprehensive review by the senior

management team.

An essential part of the integrity of the ﬁnancial

statements are the key assumptions and estimates or

judgements that have to be made.

The Committee reviews key judgements prior to

publication of the ﬁnancial statements at the full and

half year, as well as considering signiﬁcant issues

throughout the year. In particular, this includes

reviewing any materially subjective assumptions

within the Group’s activities. The Committee reviewed

and was satisﬁed that the judgements exercised by

management on material items contained within the

Annual Report were reasonable.

The Committee also considered management’s

assessment of going concern with respect to the

Group’s cash position and its commitments for the

next 12 months. In this respect, the Committee refers

to the going concern section in the Directors’ Report.

Activities during the year

The Audit Committee reviews and updates the Terms

of Reference regularly, to conform to best practice,

which are subject to approval by the Board.

The Audit Committee works to a planned programme

of activities, which are focused on key events in the

annual ﬁnancial reporting cycle and other matters

that are considered in accordance with its Terms of

Reference.

During the year, the Audit Committee carried out a

selection process in respect of the external auditors,

and recommended to the Board that PKF Littlejohn

LLP be appointed as the auditors of the Company.

Directors’ and Corporate Governance report

Audit Committee Report

For The Year Ended 30 June 2023

It provides oversight and guidance to contribute to the

ongoing good governance of the business, particularly

by providing assurance that shareholders’ interests

are being properly protected by appropriate ﬁnancial

management, reporting and internal controls.

The Audit Committee operates within terms of

reference approved by the Board, including:

• considering the appointment of external auditors;

• reviewing the relationship with external auditors;

• reviewing the ﬁnancial reporting and internal

control procedures;

• reviewing the management of ﬁnancial matters

and focusing upon the independence and

objectivity of the external auditors; and

• reviewing the consistency of accounting policies

both on a year-to-year basis and across the Group.

Nicholas Kounoupias

Audit Committee Chairman

30 October 2023

Directors’ and Corporate Governance report

4747

Composition of Remuneration Committee

As at 30 June 2023, the Remuneration Committee

comprised Philip Beard (Committee Chairman), Chang

Oh Turkmani and Nicholas Kounoupias.

Main Responsibilities of the Remuneration Committee

The Remuneration Committee’s main functions include

determining the policy and amount of the remuneration

of the Executive Directors and other senior executives

including bonuses, incentive payments and share

options.

Activities During the Year

During the year, the Committee considered the base-

level remuneration available to Executive Directors,

as well as whether an appropriate level of reward for

high levels of performance was available to Executives

within the context of the Company’s Remuneration

Policy, corporate performance, and ﬁnancial position.

The Committee sought to ensure remuneration is

deﬁned:

• clearly and simply, seeking to avoid complex

rulesets;

• with regard for behavioural impacts and any

associated risks;

• to be consistent with the Company’s culture and

values;

• with regard for likely remuneration outcomes for

individuals; and

• proportionately to:

• support retention

• reward short-term performance

• incentivise delivery strategy for the medium and

long-term.

Milestone payments were set in place for executive

management under which they would be eligible to

receive a bonus commensurate with growth in the

Company’s share price, up to a maximum of 200%. The

Committee retained discretion to pay the bonus in cash

or through the issue of shares in the Company.

The Committee considered the potential remuneration

outcomes and was satisﬁed that the maximum

remuneration was capped and could therefore not lead

to excessive formulaic outcomes.

Against the backdrop of the Company’s Remuneration

Policy, corporate performance and ﬁnancial position,

together with comparable market rates and the

external economy (particularly the inﬂationary

position), the Committee considered that the revised

remuneration was appropriate.

Two of the signiﬁcant shareholders are represented

on the Board, and the Directors have open channels of

communication with other signiﬁcant shareholders.

In view of the small number of direct employees of

Technology Minerals Plc itself, the Board does not

currently formally engage with the wider workforce

on matters of remuneration, however the Directors

are mindful of the importance and value that such

engagement may have as the Company grows and will

therefore keep the matter under periodic review.

Remuneration Policy

Following the year-end, in September 2023, the

Board reviewed and revised the Remuneration Policy.

This policy will be presented to shareholders at the

Company’s 2023 AGM.

Development of Policy report

The Remuneration Committee sets the Remuneration

Policy for Executive Directors and other senior

executives, to ensure that the compensation offered

is fair and balanced to attract and retain Executive

Directors of the calibre necessary to deliver the

Company’s strategic objectives over both the short and

the long term in the contexts of the:

• minerals exploration and recycling sectors

and global markets from which it may draw its

Executive Directors;

• scale of the Directors’ responsibility and individual

performance; and

• remuneration arrangements in the workforce

generally.

In so doing, the Committee seeks to address the

need to balance risk and reward, striving to achieve

simplicity, transparency, and long-term alignment of

interests with shareholders.

The Committee monitors the variable pay

arrangements to take account of risk levels,

ensuring an emphasis on long-term and sustainable

performance.

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

4848

The Committee believes that the incentive plans

are appropriately managed and that the choice

of performance measures and targets does not

encourage undue risk taking by the Executives so

that the long-term performance of the business is not

compromised by the pursuit of short-term value. The

plans incorporate a range of internal and external

performance metrics, measuring both operational and

ﬁnancial performance over differing and overlapping

performance periods, providing a rounded assessment

of overall Company performance.

In order to manage conﬂicts of interest, no Director or

employee participates in discussions pertaining to their

own remuneration.

Linkage to all-employee pay

Technology Minerals Plc is committed to creating

an inclusive working environment and to rewarding

our employees throughout the organisation in a fair

manner.

While employees are not formally consulted in respect

of the Remuneration Policy, when making decisions

on executive pay the Committee considers wider

workforce remuneration and conditions to ensure that

they are aligned on an ongoing basis. In particular, the

Committee considers wider workforce salary increases

when determining those for Executive Directors.

Employees throughout the Company should be able to

share in the success of the Company and at such time

as the Company’s growth makes it economic to do so,

it is intended to implement a Save As You Earn (SAYE)

share option plan for all eligible employees.

Shareholder views

The Company has consulted with its largest

shareholders in respect of this Remuneration Policy.

Committee members endeavour wherever practicable

to attend the AGM in order that they can answer

any questions from shareholders. The Committee

welcomes feedback from shareholders on the

Remuneration Policy throughout the year.

The Committee informs itself from time to time

of the latest views of investor bodies and their

representatives, including the Investment Association,

the Pension and Lifetime Savings Association and proxy

advice agencies such as Institutional Shareholder

Services.

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

Salary

Purpose and link to strategy: To recruit and reward Executive Directors of a suitable calibre for their role and duties

Operation (including performance metrics) Maximum opportunity Substantive

changes from

previous policy

• Salaries for individual Executive Directors

are reviewed annually by the Committee and

normally take effect from 1 July.

• Salaries are set with reference to individual

performance, experience and contribution,

together with developments in the relevant

employment market (having regard to sim-

ilar roles in publicly quoted companies of a

comparable size), Company performance, af-

fordability, the wider economic environment

and internal relativities.

• When the Committee determines a bench-

marking exercise is appropriate it will also

consider salaries within the ranges paid by

the companies in the comparator groups

used for remuneration benchmarking.

• The Committee intends to review the com-

parators periodically and may add or remove

companies from the Group as it considers

appropriate.

Details of the current salary levels for the Executive

Directors are set out in the Annual Report on Remu-

neration (subject to any changes in the interim).

• Any increase to Executive Directors’ salaries

will generally be no higher than the average

increase for the UK workforce. However,

a higher increase may be proposed in the

event of a role change or promotion, or in

other exceptional circumstances.

• The Company may set salary levels below

the market reference salary at the time of

appointment, with the intention of bringing

the salary levels in line with the market as

the individual gains the relevant experience.

In such cases, subsequent increases in

salary may be higher than the general rises

for employees until the target positioning is

achieved.

n/a

Beneﬁts

Purpose and link to strategy: To provide competitive beneﬁts in the market to enable the recruitment and

retention of Executive Directors and other senior management.

Operation (including performance metrics) Maximum opportunity Substantive

changes from

previous policy

• Family level private medical insurance, life

assurance, personal accident insurance,

health screening, an incapacity beneﬁts

scheme and other incidental beneﬁts and

expenses.

• The Committee recognises the need to

maintain suitable ﬂexibility in the beneﬁts

provided to ensure it is able to support the

objective of attracting and retaining person-

nel in order to deliver the Group strategy.

Therefore, the Committee retains discretion

to consider providing additional beneﬁts.

• Directors will be reimbursed for any reasona-

ble business expenses incurred in the course

of their duties, including the tax payable

thereon, if any.

• The value of beneﬁts is based on the cost to the

Company and there is no pre-determined max-

imum limit. The range and value of the beneﬁts

offered are reviewed periodically.

n/a

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Pension

Purpose and link to strategy: To provide pension arrangements comparable with similar companies in the market to

enable the recruitment and retention of Executive Directors

Operation (including performance metrics) Maximum opportunity Substantive

changes from

previous policy

• The Company maintains a deﬁned contribu-

tion scheme and/or cash supplement in lieu

of pension.

• For current and future Executive Directors, the

company contribution to a pension scheme

and/or cash allowance shall be set at the statu-

tory minimum employer contribution in respect

of ‘workers’ under the auto-enrolment rules,

calculated by reference to base salary only.

n/a

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Bonus

Purpose and link to strategy: To enhance focus on, and incentivise the achievement of milestones and maximise the

performance in accordance with key performance indicators

Operation (including performance metrics) Maximum opportunity Substantive

changes from

previous policy

• Bonuses may be based on ﬁnancial, opera-

tional and/or personal performance metrics

over such performance period as the Board

shall from time to time determine.

• Performance measures and targets for the

annual bonus are selected to align with the

business strategy and the key drivers of

performance set under the regulatory frame-

work.

• The weighting of the bonus between the

various metrics and personal contribution

may vary depending on the key priorities of

the business for the year ahead.

• Bonus targets may either be in the form of

milestones or KPIs. Where the target is in

the form of a KPI, bonus outcomes shall be

calculated on a pro-rata basis.

• Where the Committee is of the opinion that

given the commercial sensitivity arising in

relation to the detailed ﬁnancial targets used

for the bonus, disclosing precise targets for

the Plan in advance would not be in share-

holder interests. Therefore, performance

targets and achievement will be published at

the end of the performance period.

• Deferral, malus and clawback mechanisms

do not currently apply to bonus payments.

The Committee acknowledges the value of

such mechanisms in aligning the interests

of management with shareholders, ensuring

that directors are not rewarded in the case of

events such as ﬁnancial misstatement, errors

in calculation, misconduct, reputational dam-

age, regulatory censure, or corporate failure.

The Committee also recognises there is an

administrative cost to introducing more com-

plex remuneration arrangements, and the

Committee will therefore continue to monitor

the suitability of introducing such measures.

• Any exercise of discretion by the Committee

will be communicated to shareholders in full

in the following year’s Directors’ Remunera-

tion Report.

• The maximum annual bonus payment will

equal 200% of base salary for maximum perfor-

mance.

• In exceptional circumstances the Committee

retains the discretion to:

a) change the performance measures and

targets and the weighting attached to the

performance measures and targets part

way through a performance period if there

is a signiﬁcant and material event which

causes the Committee to believe the origi-

nal measures, weightings and targets are

no longer appropriate; and

b) make downward or upward adjustments

to the amount of bonus earned resulting

from the application of the performance

measures, including to the maximum pay-

ment available, if the Committee believe

that the bonus outcomes are not a fair and

accurate reﬂection of business perfor-

mance.

n/a

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Share Option Plan and other Long Term Incentive Plans

Purpose and link to strategy: To encourage strong and sustained improvements in ﬁnancial performance, in line with

the Company’s strategy and long-term shareholder returns

Operation (including performance metrics) Maximum opportunity Substantive

changes from

previous policy

• Directors and management of the Company

are eligible for the award of share options

under the Company’s Share Option Plan

2022.

• The Committee will operate all incentive

plans according to the rules of each re-

spective plan and the discretions contained

therein. The discretions cover aspects such

as the timing of grant and vesting of awards,

determining the size of the award (subject to

the policy limits), the treatment of leavers,

retrospective adjustment of awards (e.g. for a

rights issue, a corporate restructuring or for

special dividends) and, in exceptional circum-

stances, the discretion to adjust previously

set targets for an incentive award if events

happen which cause the Committee to deter-

mine that it would be appropriate to do so. In

exercising such discretions, the Committee

will take into account generally accepted

market practice, best practice guidelines,

the provisions of the Listing Rules and the

Company’s approved Remuneration Policy.

• The maximum annual award permitted under

any LTIP (not including the Share Option Plan)

is shares with a market value (as determined

by the Committee) of 200% of base salary.

• In recognition of the fact that the fair value of

share options can vary signiﬁcantly depending

on key inputs (including historic share price

volatility), the maximum award of share options

shall be at the discretion of the Remuneration

Committee, or in the case of any award of share

options to Non-Executive Directors, the Board.

n/a

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Remuneration of Directors

During the year under review the Executive Directors received a basic salary, a bonus, a company car,

allowance (where appropriate) and pension fund contributions details all of which are set out in table below.

The remuneration of the Non-Executive Directors comprises ﬁxed fees which are set by the Board. Advice is

taken on appropriate levels taking account of the development of the Group, market practice, time commitment

and responsibility.

Directors’ Remuneration for the Year Ended 30 June 2023 (Audited)

2023 Basic

Salary/fees

£’000

Pension

£’000

Beneﬁts

£’000

Bonus

£’000

Off-payroll

£’000

Total

£’000

Executive Directors

Robin Brundle 122 2 8 - - 132

Alex Stanbury 203 1 8 - - 212

James Cable 101 4 - - - 105

Lester Kemp 61 1 - - - 62

Wilson Robb 58 - - - - 58

Non-Executive Directors

Philip Beard 18 - - - - 18

Nicholas Kounoupias 18 - - - - 18

Chang Oh Turkmani - - - - - -

Total 581 8 16 - - 605

2022 Basic

Salary/fees

£’000

Pension

£’000

Beneﬁts

£’000

Bonus

£’000

Off-payroll

£’000

Total

£’000

Executive Directors

Robin Brundle 90 1 6 - - 97

Alex Stanbury 133 1 6 59 199

Nigel Ruddock 34 - - - 29 63

James Hannon - - - - - -

James Cable 15 - - - - 15

Lester Kemp 40 1 - - - 41

Wilson Robb 34 - - - - 34

Non-Executive Directors

Philip Beard - - - - 12 12

Nicholas Kounoupias - - - - 12 12

Chang Oh Turkmani - - - - - -

Total 346 3 12 - 112 473

The highest paid Director during the year was Alex Stansbury receiving a total remuneration of £212,000 (2022:

£199,000).

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Performance graph

The graph compares the Company’s

total shareholder return (“TSR”)

performance and that of the FTSE

Small Cap Index over the period

since the Company’s ﬂoatation on 17

November 2021, each rebased from

100. This graph shows the value, up

to 30 June 2023, of £100 invested

in Technology Minerals Plc on 17

November 2021 compared with the

value of £100 invested in the FTSE

Small Cap Index. On this basis the

value, as at 30 June 2023, of £100

invested is as shown on the graph.

The index was selected on the

basis that it reﬂects the share price

performance of small cap companies

listed on the FTSE index.

Service Contracts (Audited)

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

Executive director Role Date of contract Notice period from

Company

Notice period from

director

Robin Brundle Chairman 1 September 2021 12 months 6 months

Alex Stanbury CEO 1 September 2021 12 months 6 months

James Cable CFO 6 May 2022 3 months 3 months

Lester Kemp COO 5 September 2021 3 months 3 months

Wilson Robb CTO 16 September 2021 3 months 3 months

Payments on termination for Executive Directors, other than on the grounds of incapacity or circumstances

justifying summary termination, are restricted to the value of any unexpired notice period and the cost of

providing other contractual beneﬁts during the unexpired notice period. There is no period of qualifying service

relating to payments on termination other than as may be determine by statute.

The Non-Executive Directors are appointed for an initial ﬁxed period of three years but may be terminated by

either party giving to the other not less than three months’ notice prior to the expiry of that initial period.

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Directors’ Interests in Shares

As at 30 June 2023, the Directors were directly or indirectly interested in the Company’s issued share capital

as follows:

Ordinary shares

Number % of total issued

Director of shares Share capital

Alexander Stanbury 109,282,188 8.60%

Lester Kemp 3,603,601 0.31%

Wilson Robb 5,701,304 0.45%

Philip Beard 2,777,778 0.22%

Chang Oh Turkmani 55,555,556 4.37%

Share options

Director Exercise Price Date of Grant Expiry Date No. Options

Robin Brundle

(1)

£0.02325 13/04/2023 12/04/2033 43,701,540

Alexander Stanbury

(1)

£0.02325 13/04/2023 12/04/2033 43,701,540

James Cable

(1)

£0.02325 13/04/2023 12/04/2033 18,263,330

Lester Kemp

(1)

£0.02325 13/04/2023 12/04/2033 6,522,618

Wilson Robb

(2)

£0.02325 13/04/2023 12/04/2033 6,522,618

Chang Oh Turkmani

(2)

£0.02325 13/04/2023 12/04/2033 2,348,142

Philip Beard

(2)

£0.02325 13/04/2023 12/04/2033 2,348,142

Nick Kounoupias

(2)

£0.02325 13/04/2023 12/04/2033 2,348,142

(1)

The options vested and were fully exercisable from the date of grant

(2)

The options vest and become exercisable in 12 equal quarterly tranches, commencing from the date of

grant. All such options are fully exercisable from 1 December 2025.

Philip Beard

Remuneration Committee Chairman

30 October 2023

Directors’ and Corporate Governance report

Directors’ Remuneration Report

For The Year Ended 30 June 2023

Composition of Nomination Committee

As at 30 June 2023, the Nomination Committee

comprised Chang Oh Turkmani (Committee Chair),

Philip Beard and Nicholas Kounoupias.

Main responsibilities of the Nomination Committee

The main responsibilities of the Committee are as

follows;

• Regularly reviewing the structure, size and

composition (including the skills, knowledge,

experience and diversity) of the Board.

• Giving full consideration to succession planning.

• Keeping under review the leadership needs of the

organisation.

• Being responsible for identifying and nominating

for the approval of the Board, candidates to ﬁll

Board vacancies as and when they arise.

• Reviewing the results of the Board performance

evaluation process that relate to the composition

of the Board.

• Formulating plans for succession for both

Executive and Non-Executive Directors.

• Nominating membership of the Audit and

Remuneration Committees.

• The re-election by shareholders of Directors

under the annual re-election provisions and

of the retirement by rotation provisions in the

Company’s Articles of Association.

• Any matters relating to the continuation in ofﬁce of

any Director at any time including the appointment

or removal of any Director to Executive or other

ofﬁce.

Before any appointment is made by the Board, the

Nomination Committee evaluates the balance of

skills, knowledge, experience and diversity on the

Board, and, in the light of this evaluation, prepares a

description of the role and capabilities required for a

particular appointment.

Activities during the year

The Nomination Committee met once during the year.

In addition to its main responsibilities, the Nomination

Committee considered the appointment of a potential

additional independent Non-Executive Director.

The Nomination Committee and Board recognise the

importance and beneﬁts of diversity and will continue

to ensure we look for opportunities to develop and

improve our approach throughout the Company.

Chang Oh Turkmani

Nomination Committee Chair

30 October 2023

Nomination Committee Report

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

The Board is committed to further evolving its ESG

performance, seeking to embrace best practices to

the extent they are appropriate and applicable to the

maturity of the Technology Minerals group. Although

it does not meet the threshold for being required to

make disclosures in accordance with the Taskforce

on Climate-Related Financial Disclosures (“TCFD”)

disclosure requirements, the Company is taking steps

to enable it to make any necessary disclosures in

future years.

The Directors pay close attention to ESG matters

relating to the Group, including diversity and culture.

As a minimum, the Board ensures the Company:

• complies with relevant regulations governing the

protection of human rights, occupational health

and safety, the environment and the labour and

business practices of the jurisdictions in which the

Group, or its partners, conduct business;

• adheres to the highest standards of conduct

intended to avoid even the appearance of

negligent, unfair, or corrupt business practices;

and

• instructs employees in the identiﬁcation and

management of ESG risks and opportunities.

This ESG Report is divided into the three key areas

of Environment, Social, and Business Governance

& Corporate Responsibility. Details of our approach

to corporate governance is set out in the Corporate

Governance Report.

Environment

We take our responsibility towards the environment

seriously and are working towards further means of

reducing our impact.

Environmental Responsibility

The Board expects that key management actions and

decisions are taken with the environmental impact

having been given full consideration.

We recognise the potential impact that our activities

can have on the environment and, as such, we are

constantly seeking to minimise any adverse impact

that our activities may have whilst we operate.

We are committed to conducting our business in

an ethical manner, with due care and respect for

the environment we operate in. As such, we aim to

continuously improve our environmental management

practices and performance.

Water

We realise that water is a shared and ﬁnite resource.

We aim to preserve water sources, protect the

waterways we use, and support access to high-quality

water wherever we operate. Wherever possible,

we will ensure that water is recirculated in our

operations to reduce our demand on freshwater.

Climate Change

We recognise global climate change science, as

laid out by the Intergovernmental Panel on Climate

Change. We will continually monitor and work

towards reducing our carbon footprint with the

ultimate goal of being carbon neutral.

Social

We maintain regular communication and dialogue

with our stakeholders such as employees, customers,

shareholders, suppliers and regulators to understand

their needs and concerns and factor these

requirements into our decisions and activities.

Our People

The Company requires all executives and employees

to act ethically, sustainably, fairly, and transparently

in their dealings with their colleagues, customers,

and suppliers. The Company embeds these values

through staff training and surveys, and development

conversations.

We are committed to employment engagement,

diversity and inclusion and to developing a broad

base of employees that are valued, respected, and

supported throughout the organisation, as is essential

to our long-term growth prospects. Enhancing

workforce diversity, particularly among management

positions, is likely to help attract and develop the

best talent. High levels of employee engagement,

fair treatment, and equitable levels of pay and

advancement opportunities are all likely to contribute

to increased productivity and performance through all

levels of the company.

Environmental Social and Governance (ESG) Report

For The Year Ended 30 June 2023

Health and Safety

We require all our employees, consultants,

contractors, suppliers and subsidiaries to adopt

the highest Health and Safety standards whenever

they are on any of our sites. The Group’s Emperium

and Blackbird projects are located within the

Salmon-Challis National Forest in the Salmon River

Mountains, Lemhi County, east-central Idaho, USA.

Group personnel do not go into the ﬁeld when there is

a wildﬁre in the general area and there is liaison with

other company ﬁeld teams operating in the vicinity

as well as the Forestry Service which closes access

gates if there is a ﬁre.

Human Rights

We are committed to respecting human rights. We

actively support our employees, business partners

and others to understand and meet our standards and

expectations.

Anti-Slavery

We are committed to preventing the occurrence

of modern slavery and human trafﬁcking in our

operations and supply chains. This Statement serves

as a voluntary Statement under the UK Modern

Slavery Act 2015 (UK Act). For the purposes of this

Statement, we have considered the deﬁnitions of

modern slavery in the UK Act, which cover various

forms of exploitation including:

• slavery, servitude and forced or compulsory

labour;

• human trafﬁcking;

• sexual exploitation and forced marriage;

• child labour;

• deceptive recruiting practices; and

• debt bondage.

These terms are also deﬁned and recognised under

international law.

Our Community

Technology Minerals communicates regularly

with shareholders through the Annual Report

and Accounts, Half Year Results, regulatory

announcements, the AGM and other meetings. A

range of corporate information (including all Company

announcements and presentations) is available

to shareholders, investors, and the public on the

Company’s website, www.technologyminerals.co.uk.

To the extent that our operations impact members

of the wider community, we are mindful of the

importance of widening our view as to who comprises

our community, and we look to continually improve

our engagement with our community and wider

stakeholders. We enjoy receiving input from members

of the community and invite comment and input. Our

contact details are shared on our website.

Governance and Corporate Responsibility

The Group is committed to conducting our business in

an ethical and responsible manner and to complying

with all applicable laws and regulations. We require

all our employees and all third parties acting on

our behalf to behave honestly and to operate with

integrity.

The Board meets regularly to review, formulate, and

approve the Group’s strategy, budgets, corporate

actions and oversee the Group’s progress towards its

goals.

The corporate governance arrangements are more

fully set out in the Directors Report from page 34.

Anti-bribery and corruption

The Board acknowledges that the Company’s

international operations may give rise to possible

claims of bribery and corruption. In consideration

of the Bribery Act 2010, the Board reviews the

perceived risks to the Group arising from bribery and

corruption to identify aspects of the business which

may be improved to mitigate such risk. The Board has

adopted a zero-tolerance policy toward bribery and

has reiterated its commitment to carry out business

fairly, honestly, and openly.

Share dealing and market abuse

The Company has also adopted a Share Dealing Code

for the Board, in conformity with the requirements of

the London Stock Exchange Rules for Companies and

the Market Abuse Regime (MAR) and will take steps to

ensure compliance by the Board and senior staff with

the terms of the code.

Environmental Social and Governance (ESG) Report

For The Year Ended 30 June 2023

Directors’ and Corporate Governance report

Stakeholder engagement

The Board recognises the importance of relationships

with the wider community and its obligations to

employees, shareholders, customers, suppliers, the

environment, the local community, and others.

Through procedures and policies that are currently in

place, we aim to:

• meet all legislative requirements in respect of

environmental issues;

• adopt the highest standards of Corporate

Governance and disclosure. Full details of the

governance process and procedures within the

Group are given in the Corporate Governance

report; and

• adopt the highest standards of business ethics.

The Group has a detailed policy relating to

anti-bribery and anti-corruption and will not

tolerate such behaviour in any form. All senior

management and sales executives are required to

certify that they are not aware of any behaviour

transgressing these policies. In addition, all

suppliers, sub-contractors, and other business

partners are required, under contract, to comply

with these policies.

Environmental Social and Governance (ESG) Report

For The Year Ended 30 June 2023

For the year ended 30 June 2023

Independent Auditor’s Report

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Opinion

We have audited the ﬁnancial statements of

Technology Minerals Plc (the ‘parent company’)

and its subsidiaries (the ‘group’) for the year ended

30 June 2023 which comprise the Consolidated

Statement of Comprehensive Income, the

Consolidated and Company Statements of Financial

Position, the Consolidated and Company Statements

of Changes in Equity, the Consolidated and Company

Statements of Cash Flows and notes to the ﬁnancial

statements, including signiﬁcant accounting policies.

The ﬁnancial reporting framework that has been

applied in their preparation is applicable law and

UK-adopted international accounting standards and

as regards the parent company ﬁnancial statements,

as applied in accordance with the provisions of the

Companies Act 2006.

In our opinion

• the ﬁnancial statements give a true and fair view

of the state of the Group’s and of the parent

company’s affairs as at 30 June 2023 and of the

Group’s loss for the year then ended;

• the Group ﬁnancial statements have been

properly prepared in accordance with UK-adopted

international accounting standards;

• the parent company ﬁnancial statements have

been properly prepared in accordance with UK-

adopted international accounting standards and

as applied in accordance with the provisions of the

Companies Act 2006; and

• the ﬁnancial statements have been prepared

in accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities

under those standards are further described in the

Auditor’s responsibilities for the audit of the ﬁnancial

statements section of our report. We are independent

of the group and parent company in accordance with

the ethical requirements that are relevant to our

audit of the ﬁnancial statements in the UK, including

the FRC’s Ethical Standard as applied to listed public

interest entities, and we have fulﬁlled our other

ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we

have obtained is sufﬁcient and appropriate to provide

a basis for our opinion.

Material uncertainty related to going concern

We draw attention to the going concern section in

note 2 to the ﬁnancial statements which indicates

that the group’s assets are not yet generating

revenues and an operating loss has been reported

for the year ended 30 June 2023. The Group’s ability

to meet its operating cash requirements across

the going concern period is reliant on the Group’s

ability to raise funds and its associate to commence

cash-generative operations and remit payments

accordingly. Management are in active discussions

to secure funding and commence cash-generative

operations, and whilst they are conﬁdent that funding

will occur to commence cash-generative operations,

there is no guarantee that these events will happen

within the required timeframe.

As stated in note 2, these events and conditions

indicate that a material uncertainty exists that may

cast signiﬁcant doubt on the Group’s and parent

company’s ability to continue as a going concern. Our

opinion is not modiﬁed in respect of this matter.

In auditing the ﬁnancial statements, we have

concluded that the Director’s use of the going concern

basis of accounting in the preparation of the ﬁnancial

statements is appropriate. Our evaluation of the

Directors’ assessment of the Group’s and parent

company’s ability to continue to adopt the going

concern basis of accounting included:

• reviewing the cash ﬂow forecasts prepared by

management to the end of December 2024;

• reviewing, corroborating with our audit testing,

providing challenge to key inputs and assumptions

around forecasts for expected revenue, budgeted

expenses and funding in pipeline, stress testing

the forecasts for plausible scenarios and

reviewing for reasonableness;

• comparing actual results for the year to forecasts

to assess management’s ability to produce

accurate and reliable forecasts;

• testing the mathematical accuracy of the model

For the year ended 30 June 2023

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Independent Auditor’s Report

used to prepare the forecasts;

• discussing with management the funding options

available and their status;

• discussing with management the status of

operations at the associate;

• reviewing post-year-end Regulatory News Service

(RNS) announcements; and

• assessing the adequacy of going concern

disclosures within the annual report and ﬁnancial

statements.

Our responsibilities and the responsibilities of the

Directors with respect to going concern are described

in the relevant sections of this report.

Our application of materiality

The scope of our audit was inﬂuenced by our

application of materiality. We set certain quantitative

thresholds for materiality. These, together with

qualitative considerations, helped us to determine

the scope of our audit and the nature, timing and

extent of our audit procedures on the individual

ﬁnancial statement line items and disclosures and

in evaluating the effect of misstatements, both

individually and in the aggregate, on the ﬁnancial

statements as a whole.

Materiality for the ﬁnancial statements as a whole Group: £248,000

Parent company: £136,500

Basis of materiality Group: 1% of gross assets

Parent company: 1% of group assets which was

capped using the component-allocated materiality

Rationale for the benchmark Gross assets were used as the basis for calculating

materiality as the Group and the company are

not yet revenue generating and the Group’s and

company’s assets are the primary measure used by

shareholders in assessing the performance of the

group.

Rationale for the percentage applied The percentage applied to the benchmark has been

selected to bring into scope all signiﬁcant classes

of transactions, account balances and disclosures

relevant for the shareholders, and also to ensure that

matters that would have a signiﬁcant impact on the

results were appropriately considered.

Performance materiality determined at 60% of the

overall materiality

Group: £148,800

Parent company: £81,900

In determining performance materiality, we

considered the:

• the ﬁnancial reporting closing process and the

prior year audit misstatements;

• our cumulative knowledge of the Group and its

environment;

• the consistency of signiﬁcant judgment and key

accounting estimates; and

• the stability in key management personnel.

For the year ended 30 June 2023

Independent Auditor’s Report

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

We use performance materiality to reduce to

an appropriately low level the probability that

the aggregate of uncorrected and undetected

misstatements exceeds overall materiality.

Speciﬁcally, we use performance materiality in

determining the scope of our audit and the nature

and extent of our testing of account balances, classes

of transactions, and disclosures, for example in

determining sample sizes.

We have agreed with those charged with governance

that we would report any individual audit difference

in excess of £12,400 for the Group and £6,800 for the

parent company as well as differences below this

threshold that, in our review, warranted reporting on

qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality

and assessed the risks of material misstatement in

the ﬁnancial statements. In particular, we looked at

where the Directors made subjective judgments, for

example in respect of signiﬁcant accounting estimates

for impairment of exploration and evaluation costs, of

investments in and loans to associates, that involved

making assumptions and considering future events

relating to forecasted revenue and funding in pipeline

that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override

of internal controls, including evaluating whether

there was evidence of bias by the Directors that

represented a risk of material misstatement due to

fraud.

We tailored the scope of our audit to ensure that

we performed enough work to be able to give an

opinion on the Group and parent company ﬁnancial

statements as a whole, taking into account the

structure of the Group and the parent company, the

accounting processes and controls, and the industry

in which they operate.

Of the 7 components within the Group, a full

scope audit was performed on the complete

ﬁnancial information of 3 components. For the

4 components not considered to be ﬁnancially

signiﬁcant, we performed a limited scope review

which involved analytical procedures together with

substantive testing on speciﬁed account balances

as appropriate. As the Group auditor, we identiﬁed

risk areas applicable to those components based

on their relative size, risks in the business and our

knowledge of the component that was determined

to be appropriate to respond to the risk of material

misstatement at the group level. The Group

engagement team performed all audit procedures for

the purposes of the consolidated ﬁnancial statements.

Key audit matters

Key audit matters are those matters that, in our

professional judgment, were of most signiﬁcance in

our audit of the ﬁnancial statements of the current

period and include the most signiﬁcant assessed

risks of material misstatement (whether or not due

to fraud) we identiﬁed, including those which had

the greatest effect on: the overall audit strategy, the

allocation of resources in the audit; and directing the

efforts of the engagement team. These matters were

addressed in the context of our audit of the ﬁnancial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion

on these matters. In addition to the matter described

in the Material uncertainty related to going concern

section we have determined the matters described

below to be the key audit matters to be communicated

in our report.

For the year ended 30 June 2023

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Independent Auditor’s Report

Key audit matter How our audit addressed the key audit matter

Capitalisation and impairment of mineral exploration

assets (note 15)

The Group has signiﬁcant mineral exploration assets

of £15.8m (2022: £15.4m) related to the diverse

portfolio of cobalt, copper, nickel, manganese and

lithium-based exploration sites located in the USA,

Spain, Ireland and Cameroon. These exploration

assets represented 66% of the Group’s total assets as

at the year ended 30 June 2023.

The parent company acquired subsidiaries in the

prior year as disclosed in note 17, and as a result

the Group fair valued the mineral resource projects

at £14.47m on the acquisition date which were

recognised as intangible assets. Since the acquisition

to the year ended 30 June 2023, the Group capitalised

costs of £2.1m (additions of £0.4m in FY2023 and

£1.7m in FY2022) to intangible assets.

The risk associated with the Group’s exploration

and evaluation assets is that they are subject to

signiﬁcant estimation and judgment by management,

given the inherent uncertainty involved in assessing

the carrying value of exploration projects and

their recoverability. The review for indicators of

impairment, as and when the facts and circumstance

suggests that the carrying values are exceeding

their recoverable amounts, adds complexity to the

estimation and judgment required by management.

Given the ﬁnancial signiﬁcance of these assets to

the Group’s ﬁnancial statements and signiﬁcant

judgements and estimates required for assessing the

indicators of impairment, and capitalisation of costs

following IFRS 6, we have identiﬁed this risk as a key

audit matter.

Our audit procedures included:

• testing on a sample basis of the exploration

expenditures to assess their eligibility for

capitalisation under IFRS 6 Exploration for and

Evaluation of Mineral Resources. In addition, the

exploration expenditures were vouched to the

original source documentation;

• evaluating whether there are indicators of

impairment, identiﬁed by the management, for

the exploration assets in accordance with IFRS 6,

including reviewing, challenging management’s

key inputs and assumptions and corroborating

these with our audit testing;

• obtaining a list of current exploration licenses,

including a schedule of license expirations and

renewal dates to ensure that the Group can

continue exploration and evaluation activities and

has title to the licences;

• enquiring of management over the future plans

for each license, including obtaining cashﬂow

projections where necessary and agreeing

to minimum spend requirements attached to

licenses;

• reviewing for indicators of impairment in

accordance with IFRS 6, which included a review

of application for exploitation license, and any

correspondence with regulatory agencies, such

as permits or licenses that have been denied or

revoked; and

• reviewing the disclosures made in respect

of mineral resource assets in the ﬁnancial

statements for their adequacy and accuracy.

Key observations

Based on the work performed, we conclude that

management’s assessment of impairment is

reasonable.

Key audit matter How our audit addressed the key audit matter

Carrying value of investments (note 17) and

recoverability of intercompany receivables (note 20)

– parent company risk.

Carrying value of loan to associate (note 19) – group

risk

The carrying value of investments in subsidiaries

(£14.9m), loans to associate (£6.3m), and

intercompany receivables (£2.6m), is ultimately

dependent on the recoverability of the underlying

assets, many of which are exploration projects at an

early stage of exploration.

The valuation of the exploration projects and other

assets held by the subsidiaries is based on signiﬁcant

judgments and estimates made by the Directors.

The recoverability of these investments is therefore

subject to a number of factors, including the

successful exploration of mineral resources. There is

a risk that the judgments and estimates made by the

Directors may not be reliable, which could result in

a material misstatement in the carrying value of the

investments in subsidiaries and related intercompany

receivables.

Given the ﬁnancial signiﬁcance and the level of

estimation and judgment required by management,

we have identiﬁed the risk of recoverability of

investment, loan to associate and intercompany

receivables as a key audit matter.

Our audit procedures included:

• obtaining and reviewing management-prepared

impairment review assessment for all investments,

including the investment in subsidiaries, associ-

ate and related intercompany receivables for each

subsidiary and associate, and corroborating the

assumptions made to testing done;

• reviewing the value of the investment against the

underlying assets, including exploration projects

and other assets held by the subsidiaries and asso-

ciate, and verifying and corroborating the judgments

and estimates used by management to assess the

recoverability of investments and intercompany

receivables;

• evaluating the valuation methodologies and key

inputs and assumptions used by management in

assessing the recoverability of investments in each

subsidiary and related intercompany receivables,

including the challenging of key inputs and assump-

tions and assessing management’s ability to make

reliable and accurate projections; and

• assessing the adequacy and appropriateness of the

disclosures related to the investments in subsidiar-

ies, associate and related intercompany receivables

in the ﬁnancial statements.

Key observations

Based on the audit work performed, we conclude that

management’s assessment of impairment is reasonable.

Independent Auditor’s Report

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Other information

The other information comprises the information

included in the Annual Report, other than the ﬁnancial

statements and our auditor’s report thereon. The

Directors are responsible for the other information

contained within the Annual Report. Our opinion on

the Group and parent company ﬁnancial statements

does not cover the other information and, except to the

extent otherwise explicitly stated in our report, we do

not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and,

in doing so, consider whether the other information is

materially inconsistent with the ﬁnancial statements

or our knowledge obtained in the course of the audit,

or otherwise appears to be materially misstated. If

we identify such material inconsistencies or apparent

material misstatements, we are required to determine

whether this gives rise to a material misstatement in the

ﬁnancial statements themselves. If, based on the work

we have performed, we conclude that there is a material

misstatement of this other information, we are required

to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion the part of the Directors’ remuneration

report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the

course of the audit:

• the information given in the strategic report and

the Directors’ report for the ﬁnancial year for

which the ﬁnancial statements are prepared is

consistent with the ﬁnancial statements; and

• the strategic report and the Directors’ report have

been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by

exception

In the light of the knowledge and understanding

of the Group and the parent company and their

environment obtained in the course of the audit, we

have not identiﬁed material misstatements in the

strategic report or the Directors’ report.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept

by the parent company, or returns adequate for

our audit have not been received from branches

not visited by us; or

• the parent company ﬁnancial statements and the

part of the Directors’ remuneration report to be

audited are not in agreement with the accounting

records and returns; or

• certain disclosures of Directors’ remuneration

speciﬁed by law are not made; or

• we have not received all the information and

explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors’

responsibilities statement, the Directors are

responsible for the preparation of the group and

parent company ﬁnancial statements and for being

satisﬁed that they give a true and fair view, and for

such internal control as the Directors determine

is necessary to enable the preparation of ﬁnancial

statements that are free from material misstatement,

whether due to fraud or error.

In preparing the group and parent company ﬁnancial

statements, the Directors are responsible for

assessing the group’s and the parent company’s

ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and

using the going concern basis of accounting unless

the Directors either intend to liquidate the Group or

the parent company or to cease operations, or have

no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

ﬁnancial statements

Our objectives are to obtain reasonable assurance

about whether the ﬁnancial statements as a whole

are free from material misstatement, whether due

to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is

a high level of assurance but is not a guarantee that

an audit conducted in accordance with ISAs (UK)

will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the

aggregate, they could reasonably be expected to

inﬂuence the economic decisions of users taken on

the basis of these ﬁnancial statements.

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined

above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities,

including fraud is detailed below:

• We obtained an understanding of the Group and

the parent company and the sector in which they

operate to identify laws and regulations that could

reasonably be expected to have a direct effect

on the ﬁnancial statements. We obtained our

understanding in this regard through discussions

with management, the application of cumulative

audit knowledge and experience of the sector.

• We determined the principal laws and regulations

relevant to the Group and parent company in this

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Independent Auditor’s Report

regard to be those arising from Listing Rules,

QCA Corporate Governance Code, Environmental

Permitting (England and Wales) Regulations

2016, Health and Safety at Work Act 1974, UK

Data Protection Act 2018, UK Companies Act 2006

and local mining and exploration regulations

applicable to the subsidiaries.

• We designed our audit procedures to ensure the

audit team considered whether there were any

indications of non-compliance by the group with

those laws and regulations. These procedures

included, but were not limited to enquiries

of management, review of Board of Directors

minutes and RNS announcements and review of

legal and regulatory correspondence.

• We also identiﬁed the risks of material

misstatement of the ﬁnancial statements due

to fraud. We considered, in addition to the non-

rebuttable presumption of a risk of fraud arising

from management override of controls, that the

potential for management bias was identiﬁed in

relation to the capitalisation and impairment of

mineral exploration assets at group level, together

with the carrying value and recoverability of

investments, intercompany receivables, and loan

to associate at the parent company level. We

addressed this by challenging the assumptions

and judgements made by management when

evaluating any indicators of impairment, assessing

recoverability of receivables and valuation of

investments.

• As in all of our audits, we addressed the risk

of fraud arising from management override of

controls by performing audit procedures which

included, but were not limited to: the testing of

journals; reviewing accounting estimates for

evidence of bias; and evaluating the business

rationale of any signiﬁcant transactions that are

unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is

a risk that we will not detect all irregularities, including

those leading to a material misstatement in the ﬁnancial

statements or non-compliance with regulation. This

risk increases the more that compliance with a law or

regulation is removed from the events and transactions

reﬂected in the ﬁnancial statements, as we will be less

likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities

occurring due to fraud rather than error, as fraud

involves intentional concealment, forgery, collusion,

omission or misrepresentation.

A further description of our responsibilities for the

audit of the ﬁnancial statements is located on the

Financial Reporting Council’s website at: www.frc.org.

uk/auditorsresponsibilities. This description forms

part of our auditor’s report.

Other matters which we are required to address

We were appointed by the Board of Directors on 15

December 2022 to audit the ﬁnancial statements

for the period ending 30 June 2023 and subsequent

ﬁnancial periods. Our total uninterrupted period of

engagement is one year, covering the year ending to

30 June 2023.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Group or the parent

company and we remain independent of the group and

the parent company in conducting our audit.

Our audit opinion is consistent with the additional

report to the audit committee.

Use of our report

This report is made solely to the company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members

those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume

responsibility to anyone, other than the company and the

company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

Independent Auditor’s Report

Independent Auditor’s Report To The

Members Of Technology Minerals Plc

Joseph Archer

(Senior Statutory Auditor)

For and on behalf of PKF

Littlejohn LLP

Statutory Auditor

30 October 2023

15 Westferry Circus

Canary Wharf

London E14 4HD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

For the year ended 30 June 2023

Consolidated Statements of Comprehensive Income

2023 2022

Continuing operations Notes £000 £000

IPO costs - (146)

Administrative expenses 7 (3,856) (1,734)

Operating loss (3,856) (1,880)

Other income 10 47 45

Net foreign exchange (losses)/gains (41) 4

Finance income 11 324 -

Other ﬁnance costs 11 (394) 46

Share of loss in associate 18 - -

Loss before taxation (3,920) (1,785)

Income tax 12 - -

Loss for the period (3,920) (1,785)

Attributable to:

Equity holders of the Company (3,908) (1,782)

Non-controlling interests (12) (3)

(3,920) (1,785)

Other comprehensive income

Items that may be subsequently reclassiﬁed to proﬁt or loss:

Exchange differences arising on translation of foreign operations (2) 30

Total comprehensive loss for the period (3,922) (1,755)

Attributable to:

Equity holders of the Company (3,910) (1,752)

Non-controlling interests (12) (3)

Total comprehensive loss for the period (3,922) (1,755)

Loss per share:

Basic and diluted earnings per share (pence) 13 (0.29)p (0.23)p

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

As at 30 June 2023

Consolidated Statements of Financial Position

2023 Restated 2022

Notes £000 £000

Non-current assets

Property, plant and equipment 14 4 5

Intangible assets 15 15,789 15,409

Financial assets 16 1,221 1,221

Investment in associates 18 - -

Loans to associates 19 6,493 4,538

Total non-current assets 23,507 21,173

Current assets

Trade and other receivables 20 81 67

Cash and cash equivalents 21 318 371

Current assets 399 438

Total assets 23,906 21,611

Current liabilities

Trade and other payables 22 438 602

Borrowings 23 - 21

Total current liabilities 438 623

Non-current liabilities

Borrowings 23 1,557

Deferred tax liability 23 230 -

Total non-current liabilities 1,787 -

Total liabilities 2,225 623

Net assets 21,681 20,988

Equity

Share capital 24 1,513 1,271

Share premium 24 21,860 19,770

Warrants reserve 25 1,499 1,420

Share-based payments reserve 2,218 -

Foreign exchange reserve 28 30

Accumulated deﬁcit (5,451) (1,529)

Equity attributable to owners of the parent 21,667 20,962

Non-controlling interests 26 14 26

Total equity 21,681 20,988

These ﬁnancial statements were approved and authorised for issue by the Board of Directors on 30 October 2023 and were signed on its behalf by: Robin Brundle

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

For the year ended 30 June 2023

Consolidated Statement of Changes in Equity

Attributable to equity holders of the Company

Share-based Foreign

Share Share Warrants payments exchange Accumulated Non-controlling Total

capital premium reserve reserve reserve deﬁcit Equity interests equity

£000 £000 £000 £000 £000 £000 £000 £000 £000

At incorporation on

9 June 2021 50 – – – – – 50 – 50

Loss for the period – – – – – (1,782) (1,782) (3) (1,785)

Exchange gain on translation – – – – 30 (3) 27 3 30

of foreign operations

Total comprehensive loss – – – – 30 (1,785) (1,755) – (1,755)

for the period

Issue of share capital 1,221 22,738 – – – – 23,959 – 23,959

Share issue costs – (1,312) – – – – (1,312) – (1,312)

Warrants issued – (1,656) 1,656 – – – – – –

Warrants exercised – – (236) – – 236 – – –

Part disposal of subsidiary – – – – – 20 20 26 46

Balance at 30 June 2022 1,271 19,770 1,420 – 30 (1,529) 20,962 26 20,988

Loss for the period - - - - - (3,908) (3,908) (12) (3,920)

Exchange loss on translation - - - - (2) (14) (16) - (16)

of foreign operations

Total comprehensive loss - - - - (2) (3,922) (3,924) (12) (3,936)

for the year

Issue of share capital 242 2,148 - - - - 2,390 - 2,390

Share issue costs - (58) - - - - (58) - (58)

Warrants issued - - 79 - - - 79 - 79

Share-based payment charge - - - 2,218 - - 2,218 - 2,218

Balance at 30 June 2023 1,513 21,860 1,499 2,218 28 (5,451) 21,667 14 21,681

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

For the year ended 30 June 2023

Consolidated Statement of Cash Flows

2023 2022

Notes £000 £000

Cash ﬂows from operating activities

Loss before taxation (3,920) (1,785)

Adjustments for:

Depreciation 14 1 3

Finance income (196) -

Gain on derivative ﬁnancial liability (128) -

Finance charges 394 -

Share option charge 2,218 -

Foreign exchange movements 9 (4)

Net cashﬂow before changes in working capital (1,622) (1,786)

Movement in receivables (60) (21)

Movement in payables (166) 423

Net cash (used in) operating activities (1,848) (1,384)

Cash ﬂows from investing activities

Acquisition of subsidiaries net of cash 17 - 26

Purchase of property, plant and equipment 14 - (4)

Exploration expenditure 15 (420) (892)

Loan to associate 19 (1,712) (4,538)

Proceeds from sale of investment in subsidiary - 860

Net cash used in investing activities (2,132) (4,548)

Cash ﬂows from ﬁnancing activities

Issue of share capital 1,310 1,550

Cost of issue of shares (58) (430)

Proceeds from exercise of warrants - 788

Proceeds of borrowing 2,760 5,193

Finance expense (85) -

Cost of procuring convertible loan notes - (798)

Net cash generated from ﬁnancing activities 3,927 6,303

Net change in cash and cash equivalents during the period (53) 371

Cash at the beginning of period 371 -

Cash and cash equivalents at the end of the period 318 371

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

As at 30 June 2023

Company Statement of Financial Position

2023 2022

Notes £000 £000

Non-current assets

Property, plant and equipment 14 2 2

Investment in subsidiaries 17 14,905 14,905

Trade and other receivables 20 1,365 1,504

Financial investments 16 1,219 -

Investment in associates 18 - -

Loans to associates 19 6,493 4,538

Total non-current assets 23,984 20,949

Current assets

Trade and other receivables 20 81 71

Cash and cash equivalents 21 - 199

Current assets 81 270

Total assets 24,065 21,219

Current liabilities

Trade and other payables 22 402 447

Total current liabilities 402 447

Non-current liabilities

Borrowings 23 1,557 -

Derivative ﬁnancial liability 23 230 -

Total non-current liabilities 1,787 -

Total liabilities 2,189 447

Net assets 21,876 20,772

Equity

Share Capital 24 1,513 1,271

Share Premium 24 21,860 19,770

Warrants reserve 25 1,499 1,420

Share-based payments reserve 2,218 -

Accumulated deﬁcit (5,214) (1,689)

Total equity 21,876 20,772

The Company proﬁt and loss account has been approved by the Directors, and the use of the exemption under s408 of the Companies Act has been applied to

not publish an individual Statement of Comprehensive Income. Losses for the Company for the period ended 30 June 2023 were £3,525k.

These ﬁnancial statements were approved and authorised for issue by the Board of Directors on 30 October 2023 and were signed on its behalf by: Robin Brundle

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

For the year ended 30 June 2023

Company Statement of Changes in Equity

Share Share Warrents Share-based Accumulated Total

capital Premium reserve payments deﬁcit equity

reserve

£000 £000 £000 £000 £000 £000

At incorporation on 9 June 2021 50 – – - – 50

Loss for the period – – – - (1,925) (1,925)

Total comprehensive loss for the period – – – - (1,925) (1,925)

Issue of share capital 1,221 22,738 – - – 23,959

Share issue costs – (1,312) – - – (1,312)

Warrants issued – (1,656) 1,656 - – –

Warrants exercised – – (236) - 236 –

Balance at 30 June 2022 1,271 19,770 1,420 - (1,689) 20,772

Loss for the year - - - - (3,525) (3,525)

Total comprehensive

loss for the period - - - - (3,525) (3,525)

Issue of share capital 242 2,148 - - - 2,390

Share issue costs - (58) - - - (58)

Warrants issued - - 79 - - 79

Share-based payment charge - - - 2,218 - 2,218

Balance at 30 June 2023 1,513 21,860 1,499 2,218 (5,214) 21,876

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

Financial Statements

For the year ended 30 June 2023

Financial Statements

Company Statement of Cash Flows

2023 2022

Notes £000 £000

Cash ﬂows from operating activities

Loss before taxation (3,525) (1,925)

Adjustments for:

Depreciation 14 - 1

Impairment loss - 462

Finance income (236) -

Gain on derivative ﬁnancial liability (128) -

Finance charges 394 -

Share option charge 2,218 -

Management fees charged to group companies (404) -

Gain on sale of investment in subsidiary 5 (20)

Net cashﬂow before changes in working capital (1,676) (1,482)

Movement in receivables (413) (21)

Movement in payables (26) 527

Net cash (used in) operating activities (2,115) (976)

Cash ﬂows from investing activities

Purchase of property plant and equipment 14 - (3)

Acquisition of subsidiary 17 - (20)

Loans to associates 19 (1,712) (4,538)

Loans to subsidiaries 20 (299) (1,427)

Proceeds from sale of investment in subsidiary - 860

Net cash used in investing activities (2,011) (5,128)

Cash ﬂows from ﬁnancing activities

Issue of share capital 24 1,310 1,550

Cost of issue of shares 24 (58) (430)

Proceeds from exercise of warrants 25 - 788

Proceeds of borrowing 2,760 5,193

Finance expense (85)

Cost of borrowing - (798)

Net cash generated from ﬁnancing activities 3,927 6,303

Net change in cash and cash equivalents during the period (199) 199

Cash at the beginning of period 199 -

Cash and cash equivalents at the end of the period 21 - 199

The accompanying notes on pages 75 to 104 form an integral part of this consolidated ﬁnancial statements.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

1. GENERAL INFORMATION

Technology Minerals Plc (the ‘Company’) is a public limited company incorporated and domiciled in England under the Companies Act with

registration number 13446965. The Company is listed on the main market of the London Stock Exchange. The Company’s registered ofﬁce is 18

Savile Row, London, England, W1S 3PW.

2. BASIS OF PREPARATION

The principal accounting policies, methods of computation and presentation used in the preparation of the consolidated ﬁnancial information are

shown below. The policies have been consistently applied to all the years presented, unless otherwise stated.

As the Company was incorporated on 9 June 2021 and the Group formed on 17 November 2021, the comparative period reported covers the periods

from 9 June 2021 to 30 June 2022.

Technology Minerals Plc’s consolidated ﬁnancial statements are presented in Pounds Sterling (£), which is also the functional currency of the

parent company. All amounts are rounded to nearest thousand.

There have been no changes to the reported ﬁgures as a result of any new reporting standards or interpretations.

Basis of preparation

The Group’s ﬁnancial statements have been prepared in accordance with UK adopted international accounting standards (IFRSs) in conformity with

the requirements of the Companies Act 2006.

The consolidated ﬁnancial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and

ﬁnancial instruments as described in the accounting policies below, and on a going concern basis.

Prior year restatement

Subsequent to the approval of the 2022 ﬁnancial statements, the Board carried out a review of the prior year acquisition of 100% of the issued share

capital of Emperium 1 Holdings Corporation (Emperium), LRH Resources Limited and its wholly owned subsidiary Asturmet Recursos S.L. (LRH

Group), Techmin Limited (TML), Onshore Energy Limited (OEL) and its wholly owned subsidiary Technology Minerals Cameroon (TMC).

The Board concluded that the acquisition had been incorrectly treated as a business combination and should instead have been recognised as an

asset acquisition. Consequently, the prior year has been restated resulting in the elimination of goodwill and a corresponding deferred tax liability

of £2,891k, with no change in net assets. See note 31. There is no third statement of ﬁnancial position due to the error solely relating to the prior

year and also the length of time that the Company has been established.

Going Concern

On 18 November 2021 the Group obtained a Standard Listing on the LSE raising gross proceeds of £1.5 million before expenses. Subsequently,

warrant exercises raised a further £0.8 million and the Group raised £0.9 million from the sale of a 10% interest in one of its minerals exploration

assets. Since then, the Company has been successful in raising additional funding by share placements, convertible bonds and convertible loan

notes totalling £5.2 million including £0.7 million raised in September 2023. Funds raised include £1.06 million drawn under a £4 million convertible

bond facility with the balance available to be drawn if so required. The Company also believes that, with the securing of Environmental Agency

permitting for Recyclus’ ﬁrst Li-ion recycling plant and its achievement of commercial production, repayments of loans made to Recyclus by the

Company will occur in the 2023 calendar year.

The Directors have a reasonable expectation that the Group’s and Company’s cash resources will be adequate to enable them to meet their

planned expenditure for at least 12 months from the date of approval of these consolidated ﬁnancial statements. In determining this expectation,

the Directors have considered their ability to raise additional funds should they be required, as well as the likelihood and timing of Recyclus Group

loan repayments being received.

Although the Directors have been successful in raising ﬁnance in the past, no assurance can be given that funding will be available when it is

required in future, or that it will be available on acceptable terms. Whilst the Directors are conﬁdent that the Recyclus Group will commence

revenue generation in the current calendar year this is not a certainty and as a result of Recyclus being pre-revenue it does not yet have a strong

track record of repaying its loans to the Company. In view of the foregoing whilst the Directors are conﬁdent of the Company’s ability to raise

ﬁnance and Recyclus’ ability to generate returns, the Directors consider that a material uncertainty exists as to the Group’s and the Company’s

ability to continue as a going concern.

Having carefully considered the foregoing, the Directors are nonetheless maintain their reasonable expectation that the Group and the Company

will be able to meet its planned expenditure for at least 12 months from the date of approval of these consolidated ﬁnancial statements and the

consolidated ﬁnancial statement have therefore been prepared on a going concern basis.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

In reaching this conclusion, the Board has considered the magnitude of potential impacts resulting from uncertain future events or changes in

conditions, the likelihood of their occurrence and the likely effectiveness of mitigating actions that the Directors would consider undertaking.

The Board continues to monitor the impact of global conﬂict, including the Ukraine war, on the ability of the Group and the Company to pursue the

strategy and will make appropriate changes should they be required. There is not considered to be any material impacts on the ﬁnancial position or

results of the Company or the Group as a result of the global conﬂict at the reporting date.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

Basis of consolidation

The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company its subsidiaries as if they formed a single entity.

Subsidiaries are entities over which the Group has control. Control exists when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

On acquisition, in the statement of ﬁnancial position, the acquiree’s identiﬁable assets, liabilities and contingent liabilities are initially recognised

at their fair values if acquiring a business or assigned a carrying amount based on relative fair value if acquiring an asset. The results of acquired

operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated

from the date on which control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in

the Group ﬁnancial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Investments in subsidiaries are accounted for at cost less impairment within the Company ﬁnancial statements. Where necessary, adjustments are

made to the ﬁnancial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.

All intragroup assets and liabilities, equity, income, expenses and cash ﬂows relating to transactions between the members of the Group are

eliminated on consolidation.

Acquisitions and disposals of non-controlling interests in subsidiaries that do not result in a loss of control are accounted as transactions within

equity. The difference between the fair value of the consideration paid or received and the amount by which the non-controlling interests are adjusted

is recognised in equity and attributed to equity holders of the parent company.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED BY THE COMPANY

The following IFRS or IFRIC interpretations were effective for the ﬁrst time for the ﬁnancial year beginning 1 July 2022. Their adoption has not had any

material impact on the disclosures or on the amounts reported in this ﬁnancial information:

Standards/interpretations	Application	Effective from
IAS 12 amendments	Deferred Tax related to Assets and Liabilities	1 January 2023
	arising from a Single Transaction
IAS 1 amendments	Materiality of Accounting Policy Disclosure	1 January 2023
IAS 1	Presentation of Financial Statements	1 January 2023
IFRS 17	Insurance Contracts	1 January 2023
IAS 8 amendments	Deﬁnition of accounting estimates	1 January 2023
IAS 1 amendments	Presentation of Financial Statements	1 January 2024
IAS 1 amendments	Non-current liabilities with covenants	1 January 2024
IFRS 16 (Amendments)	Lease liability in a sale and leaseback	1 January 2024

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

Financial instruments

Financial assets

The Company classiﬁes its ﬁnancial assets in the following measurement categories:

• those to be measured subsequently at fair value through proﬁt or loss;

• those to be measured at amortised cost; and

• those to be measured at fair value through other comprehensive income (FVTOCI).

The classiﬁcation depends on the business model for managing the ﬁnancial assets and the contracted terms of the cash ﬂows. Financial assets are

classiﬁed as at amortised cost only if both of the following criteria are met:

• the asset is held within a business model whose objective is to collect contracted cash ﬂows; and

• the contractual terms give rise to cash ﬂows that are solely payments of principal and interest.

Financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the

arrangement constitutes a ﬁnancing transaction, where the transaction is measured at the present value of the future receipts discounted at a

market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, ﬁnancial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is

impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash ﬂows discounted at the

asset’s original effective interest rate. The impairment loss is recognised in the consolidated income statement.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The

reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously

been recognised. The impairment reversal is recognised in the consolidated income statement.

Financial assets are derecognised when (a) the contractual rights to the cash ﬂows from the asset expire or are settled, or (b) substantially all the

risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some signiﬁcant risks and rewards

of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated

third party without imposing additional restrictions.

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity

instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value. Subsequently, they are measured at

fair value with net changes in fair value recognised in other comprehensive income. Gains and losses on these ﬁnancial assets are never recycled

to proﬁt or loss.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date. The fair value of ﬁnancial assets is determined based on the fair value hierarchy which prioritises the inputs to valuation

techniques used to measure fair value into three broad levels:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or

indirectly (i.e., derived from prices).

• Level 3: Unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined based on the lowest level

input that is signiﬁcant to the entire measurement.

Financial liabilities

Basic ﬁnancial liabilities, being trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a

ﬁnancing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts

payable are classiﬁed as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade

payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

The Company does not hold or issue derivative ﬁnancial instruments.

Investment in subsidiaries

Investments in subsidiaries are initially measured as cost and reviewed for impairment at each reporting period. An investor controls an investee

when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns

through its power over the investee. The ﬁnancial statements of subsidiaries are included in the consolidated ﬁnancial statements from the date

that control is obtained up to the date that control ceases.

Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-group transactions are eliminated in preparing the

consolidated ﬁnancial statements.

Investment in associates

Where the Group has the power to participate in (but not control) the ﬁnancial and operating policy decisions of another entity, it is classiﬁed as

an associate. Associates are initially recognised in the consolidated statement of ﬁnancial position at cost. Subsequently associates are accounted

for using the equity method, where the Group’s share of post-acquisition proﬁts and losses and other comprehensive income is recognised in the

consolidated statement of proﬁt and loss and other comprehensive income (except for losses in excess of the Group’s investment in the associate

unless there is an obligation to make good those losses).

Proﬁts and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors’ interests

in the associate. The investor’s share in the associate’s proﬁts and losses resulting from these transactions is eliminated against the carrying value

of the associate.

Any premium paid for an associate above the fair value of the Group’s share of the identiﬁable assets, liabilities and contingent liabilities acquired

is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been

impaired the carrying amount of the investment is tested for impairment in the same way as other non-ﬁnancial assets.

Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies at the date of the consolidated statement of ﬁnancial position are translated at the foreign exchange rate ruling

at that date. Foreign exchange differences arising on translation are recognised in proﬁt or loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the

date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign

exchange rates ruling at the dates the fair value was determined.

Financial statements of operations

The assets and liabilities of operations, including goodwill and fair value adjustments arising on consolidation, are translated to Pound Sterling

at exchange rates ruling at the date of the consolidated statement of ﬁnancial position. The revenues and expenses of operations are translated

to Pound Sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on

retranslation are recognised in other comprehensive income. They are reclassiﬁed to proﬁt or loss upon disposal.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to

the date of disposal are reclassiﬁed to the proﬁt or loss as part of the proﬁt or loss on disposal.

Current and deferred income tax

Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the statement of ﬁnancial position date in the

country where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with

respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of

amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities

and their carrying amounts in the ﬁnancial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or

substantively enacted by the statement of ﬁnancial position date and are expected to apply when the related deferred income tax asset is realised,

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable proﬁt

will be available against which the temporary differences can be utilised.

Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the proﬁt or loss

attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. As the Company

has not generated a net proﬁt for either the reporting period or the prior year, diluted EPS is not stated.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight-line

basis over the estimated useful lives of each part of an item of property, plant and equipment.

Ofﬁce equipment is depreciated straight line over three years.

Intangible assets

Intangible assets not acquired as part of an asset acquisition are initially carried at cost. The consideration paid is allocated to assets and liabilities

acquired based on their relative fair values, with transaction costs capitalised. No gain or loss is recognised.

Intangible assets acquired as part of an asset acquisition, and separately recognised from goodwill, are capitalised and measured at their fair value

at the date of acquisition.

Consideration paid in the form of equity instruments is measured by reference to the fair value of the asset acquired. The fair value of the assets

acquired would be measured at the point control is obtained.

Exploration and evaluation costs

These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences. Mineral evaluation and exploration

costs which are capitalised as intangible assets include costs of licence acquisition, technical services and studies, exploration drilling and testing

and appropriate technical and administrative. Exploration costs are capitalised as intangible assets pending the determination of the feasibility and

the commercial viability of the project.

When the decision is taken to develop a mine, the related intangible assets are transferred to mines under development within property, plant

and equipment and the exploration and evaluation costs are amortised over the estimated life of the project upon commercial production. Prior

to reclassiﬁcation to property, plant and equipment exploration and evaluation assets are assessed for impairment and any impairment loss is

recognised immediately in the statement of comprehensive income.

Where a project is abandoned or is determined not economically viable, the related costs are written off.

The recoverability of deferred exploration and evaluation costs is dependent upon a number of factors common to the natural resource sector.

These include the extent to which the Company can establish mineral reserves on its properties, the ability of the Company to obtain necessary

ﬁnancing to complete the development of such reserves and the future proﬁtable production or proceeds from the disposition thereof.

Impairment of non-ﬁnancial assets

The carrying amounts of the Group’s assets are reviewed at the date of each consolidated statement of ﬁnancial position to determine whether

there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment is measured by

comparing the carrying values of the asset with its recoverable amount. The recoverable amount of the asset is the higher of the asset’s fair value

less costs to sell and its value-in-use, which is measured by reference to discounted future cash ﬂow.

An impairment loss is recognised in the income statement immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset

is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been

determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement

immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation

increase.

Trade and other receivables

Trade and other receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest

method.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, demand deposits, and other short-term highly liquid investments that are readily convertible

to a known amount of cash and are subject to an insigniﬁcant risk of changes in value. The carrying amount of these assets approximates their fair

value.

Trade and other payables

Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest

method.

Borrowings

Interest bearing debt facilities are initially recognised at fair value, net of directly attributable transaction costs. Transaction costs are recognised in

the income statement on a straight-line basis over the term of the facility.

Borrowings with embedded derivative liability

Convertible debt with an embedded derivative liability pertains to borrowing where the holder has the right to convert the debt into a variable

number of shares of the Company or a variable cash amount, such that the conversion feature does not meet the deﬁnition of equity under IAS 32

‘Financial Instruments: Presentation’.

The convertible debt is initially recognised at its fair value, which is typically the proceeds received, net of transaction costs directly attributable to

the issuance of the instrument.

Subsequent measurement

• Liability Component (Host Contract): After initial recognition, the liability component of the convertible debt (excluding the embedded

derivative) is measured at amortised cost using the effective interest method. Interest expense, as calculated using the effective interest

rate, is recognised in proﬁt or loss.

• Embedded Derivative Liability: The embedded derivative is measured at fair value with changes in fair value recognised immediately in

proﬁt or loss. The derivative is revalued at each reporting date.

Conversion

• If the conversion option is exercised, the carrying amount of the liability component and the fair value of the embedded derivative at the date

of conversion are transferred to equity, assuming the shares are issued. Any difference between the combined carrying amount and the

number of shares issued multiplied by the share price at the conversion date is recognised in proﬁt and loss.

• If the bondholders choose not to convert and the debt matures, the embedded derivative is derecognised and settled together with the host

contract.

Equity instruments and reserves description

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity

instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classiﬁed as equity and rank in full for all dividends or other distributions declared, made or paid on the ordinary share capital

of the Company.

Share capital account represents the nominal value of the ordinary shares issued.

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the

issuing of shares are deducted from share premium, net of any related income tax beneﬁts.

Warrant reserve represents equity-settled share-based payments made to third parties until such warrants are exercised. Only equity-settled

share-based payments that will be settled by the Company exchanging a ﬁxed amount of cash (or another ﬁnancial asset) for a ﬁxed number of its

own equity instruments will be included in the Warrant reserve.

Share-based payment reserve represents equity-settled share-based payments made to directors and employees until such share-based

payments are exercised.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

Foreign exchange reserve represents:

• differences arising on the opening net assets retranslation at a closing rate that differs from opening rate; and

• differences arising from retranslating the income statement at exchange rates at the dates of transactions at average rates and assets and

liabilities at the closing rate.

Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.

Warrants

The Company estimates the fair value of the future liability relating to issued warrants using the Black-Scholes pricing model considering the

terms and conditions upon which the warrants were issued.

Warrants relating to equity ﬁnance are recorded as a reduction of capital stock based on the fair value of the warrants.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at

the grant date. Fair value is measured by use of Black-Scholes model. Where the value of the goods or services received in exchange for the share-

based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period,

based on the Group’s estimate of shares that will eventually vest.

Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except

where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at

the date the entity obtains the goods or the counterparty renders the service.

All equity-settled share-based payments are ultimately recognised as an expense in the proﬁt or loss with a corresponding credit to “Share-based

payments reserve”.

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate

share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that

estimated on vesting or if the share options vest but are not exercised.

When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to

accumulated proﬁt and loss reserve.

4. FINANCIAL RISK

The following represent the key ﬁnancial risks that the Company faces:

Financial risk factors

The Company’s operations exposed it to a variety of ﬁnancial risks that had included the effects of credit risk, liquidity risk and

interest rate risk. The Company had in place a risk management programme that attempted to limit the adverse effects on the

ﬁnancial performance of the Company by monitoring levels of debt ﬁnance and the related ﬁnance costs. The Company did not use

derivative ﬁnancial instruments to manage interest rate costs and as such, no hedge accounting was applied.

Given the size of the Company, the Directors did not delegate the responsibility of monitoring ﬁnancial risk management to a sub-

committee of the Board. The policies set by the Board of Directors were implemented by the Company’s ﬁnance department:

(a) Credit risk

The Company’s credit risk was primarily attributable to its trade receivables balance. The amounts presented in the statement of

ﬁnancial position are net of allowances for impairment;

(b) Liquidity risk

Liquidity risk was the risk that an entity will encounter difﬁculty in meeting obligations associated with ﬁnancial liabilities. The

Company’s ﬁnancial liabilities included its trade and other payables shown in Note 22;

The Company had interest-bearing assets. Interest-bearing assets comprised cash balances and unsecured loans, which earned

interest at ﬂoating rates. See note 27.

continued overleaf

Financial Statements

For the period ended 30 June 2023

Capital risk management

The Company monitors capital which comprises all components of equity (i.e., share capital, share premium and retained earnings/

losses).

5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the ﬁnancial statements require management to make estimates and assumptions that affect the reported amounts

of assets and liabilities at the end of the reporting period. Estimates and judgements are continually evaluated based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In

the future, actual experience may differ from these estimates and assumptions.

Information about such judgements and estimates are contained in the accounting policies and/or the notes to the consolidated

ﬁnancial statements. Areas of judgement that have the most signiﬁcant effect on the amounts recognised in the consolidated ﬁnancial

statements are as follows:

Recyclus accounted for as an Associated Company

The Company, considering IFRS 28 “Accounting for Associates”, has determined that whilst it does have signiﬁcant inﬂuence over

Recyclus it does not control and direct it, and the directors of Recyclus who are also directors of the Company are excluded from

any Company decisions relating to Recyclus. Therefore the Company believes that it is reasonable to account for Recyclus as an

associated company.

Valuation of warrants and share options – see note 24

The Company estimates the fair value of the future liability relating to issued warrants and share options using the Black-Scholes

pricing model taking into account the terms and conditions upon which the warrants and share options were issued, if the warrant or

share option was granted on its own.

Loan to associate- see note 19

Determination as to whether, the loan to associate is recoverable involves management estimates and judgement. Management

uses discounted cashﬂow forecasts of the associate to determine whether an impairment of the loan is required. The Company

has considered a range of sensitivities in respect of sales, cost of sales and discount rates and has assumed that the relevant

environmental permits will be issued to enable the achievement of sales. The Company has concluded that there is considerable

headroom over the carrying value of the loan provided commercial production can be achieved.

Unquoted ﬁnancial assets – see note 16

The Company holds certain unquoted investments which are held at fair value through other comprehensive income in the ﬁnancial

statements. The determination of whether the carrying amount of these investments, currently being cost, approximates their fair

value requires signiﬁcant estimates and judgments by management. The following describes the basis and considerations made by

management in this determination:

Operating activities and future plans of the Investee: Management reviewed the operating activities and future plans of the investees.

The information provided evidence to support the view that the fair value has not signiﬁcantly changed from cost.

Market and Economic Indicators: Management considered relevant market and economic indicators, industry trends, and other

macroeconomic factors that might impact the fair value of the investments.

Impairment Indicators: Management continuously evaluates for any indications of impairment. If there were any external or internal

indicators suggesting that the investment might be impaired, a detailed impairment assessment would be undertaken.

Based on the above considerations and the information available, management believes that the carrying amount of the unquoted

investments in the ﬁnancial statements approximates their fair value as of 30 June 2023, being cost. However, given the inherent

uncertainties and the lack of a liquid market for these investments, the actual value realised in a sale or immediate transaction could

differ from the carrying amount.

Impairment of exploration and evaluation costs – see note 15

Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates.

Management uses the following triggers to assess whether impairment has occurred (the list is not exhaustive):

• The period for which the entity has the right to explore in the speciﬁc area has expired during the period or will expire in the near future and

is not expected to be renewed.

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

• Substantive expenditure on further exploration for and evaluation of mineral resources in the speciﬁc area is neither budgeted nor planned.

• Exploration for and evaluation of mineral resources in the speciﬁc area have not led to the discovery of commercially viable quantities of

mineral resources and the entity has decided to discontinue such activities in the speciﬁc area.

• Sufﬁcient data exist to indicate that, although a development in the speciﬁc area is likely to proceed, the carrying amount of the exploration

and evaluation asset is unlikely to be recovered in full on successful development or by sale.

The Management used the above triggers to evaluate each mineral exploration licence held by the group and determined carrying

value of the mineral exploration licences did not need to be impaired.

6. OPERATING SEGMENTS

In accordance with IFRS 8 ‘Operational Segments,’ the Group determines and presents operating segments based on the information

that is provided internally to the Executive Directors, who are the Group’s chief operating decision makers (“CODM”). The operating

segments are aggregated if they meet certain criteria.

Identiﬁcation of Segments:

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur

expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and is:

a) Expected to generate revenues and incur expenses.

b) Regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.

c) For which discrete ﬁnancial information is available.

Based on the above criteria, the Group has identiﬁed its reportable segments as:

• Mineral Exploration: This segment is engaged in the exploration and assessment of mineral deposits.

• Other: This segment includes expenditure, corporate assets and corporate liabilities that are managed on a group basis, including the loan

to its associate undertaking, Recyclus Group Ltd.

Measurement:

The CODM assesses the performance of the operating segments based on a measure of operating proﬁt/loss. Interest income and

expenditure are not included in the results for each operating segment that is reviewed by the CODM.

Below is a summary of the Group’s results, assets and liabilities by reportable segment as presented to the Executive Board.

Notes to ﬁnancial statements

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

	Mineral
	exploration	Other	Total
	£000	£000	£000
Year ended 30 June 2023:
Operating expenses	(281)	(3,639)	(3,920)
Total segment operating loss	(281)	(3,639)	(3,920)

Year ended 30 June 2022:
Operating expenses	(130)	(1,655)	(1,785)
Total segment operating loss	(130)	(1,655)	(1,785)

Total segment assets
At 30 June 2023	15,359	8,547	23,906
At 30 June 2022 (restated)	15,681	5,930	21,611

Total segment liabilities
At 30 June 2023	(37)	(2,187)	(2,224)
At 30 June 2022 (restated)	(111)	(512)	(623)

7. ADMINISTRATIVE EXPENSES

	2023	2022
	£000	£000
Legal and professional fees	536	816
Employee beneﬁt expense	689	443
Share-based payment charge	2,218	-
Advertising and marketing	312	341
Audit and Tax	65	76
Depreciation	1	3
Other administrative expenses	35	55
	3,856	1,734

Financial Statements

For the year ended 30 June 2023

8. AUDITORS’ REMUNERATION

	2023	2022
	£000	£000
Fees payable for the audit of the Group	65	47
Fees payable for non-audit services – reporting accountant	-	35
	65	82

In December 2022, the Company appointed PKF Littlejohn LLP as auditors to the Company. The fees in the prior year column relate to fees paid to the previous

auditors.

9. EMPLOYEES AND DIRECTORS

During the year, the key management personnel were the Directors of the Company.

The average number of persons employed by the Company during the period (including Directors that receive remuneration) was ﬁve (2022: 5).

Chang Oh Turkmani does not receive salary or fees in respect of her services as a director of the Company

The following table sets out the total employee and Director costs.

	2023	2022
	£000	£000
Director and consulting fees	605	473
Wages and salaries	6	18
Social security costs	78	41
	689	532

The Directors’ remuneration is set out in the Directors’ Remuneration Report on page 47

10. OTHER INCOME

	2023	2022
	£000	£000
Management fees	47	45

Notes to ﬁnancial statements

11. FINANCE INCOME AND OTHER FINANCE COSTS

	2023	2022
Finance income	£000	£000
Interest charged to related parties	196	-
Fair value movement on derivative ﬁnancial liability	128	-
	324	-

	2023	2022
Finance charges	£000	£000
Interest payable	72	-
Amortisation of loan fees	163	-
Unwinding of discount on convertible loans	159	-
	394	-

Financial Statements

For the year ended 30 June 2023

Notes to ﬁnancial statements

12. TAXATION

	2023	2022
	£000	£000
Current tax	-	-
Deferred tax	-	-
Total income tax expense	-	-

	2023	2022
	£000	£000
Loss for the year/period	(3,920)	(1,785)
Tax using the Company’s domestic tax rate 20.5% (19%)	(804)	(339)
Effect of non-deductible expenses	455	2
Utilisation of tax losses	-	-
Differences in overseas tax rates	(2)	2
Tax losses carried forward	351	335
Total tax expense	-	-

Effective tax rate

The effective tax rate was 20.5% (2022: 19%). Tax charges are affected by the mix of proﬁts and tax jurisdictions in which the Group

operates. The impact of unrecognised tax losses and non-deductible items increases the Group’s overall effective tax rate.

At the period end, the Group had estimated tax losses of £5,037,000 (2022: £3,365,000) available for carry forward against future

trading proﬁts. As legislation has been enacted whereby the corporation tax rate is 25% from April 2023, the tax losses would have

resulted in an additional deferred tax asset of £1,259,000 (2022: £841,000) which has not been recognised in the ﬁnancial statements

due to the uncertainty of the recoverability of the amount.

13. LOSS PER SHARE

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of

ordinary shares in issue during the period.

	2023	2022
	£000	£000
Loss from continuing operations attributable to
equity holders of the company	(3,920)	(1,785)
Weighted average number of ordinary shares in issue	1,344,710,781	785,135,966
Basic and fully diluted loss per share from
continuing operations in pence	(0.29)	(0.23)

Financial Statements

For the year ended 30 June 2023

Notes to ﬁnancial statements

14. PROPERTY, PLANT AND EQUIPMENT – GROUP

	Ofﬁce
	equipment	Total
Cost	£000	£000
9 June 2021	–	–
Additions	8	8
30 June 2022	8	8
Additions	-	-
30 June 2023	8	8
Depreciation
9 June 2021	-	-
Depreciation charge	3	3
30 June 2022	3	3
Depreciation charge	1	1
30 June 2023	4	4

Net book value 30 June 2023	4	4
Net book value 30 June 2022	5	5

Additions during the period include £nil (2022: £4,000) of ofﬁce equipment from the acquisition of Techmin Limited.

Financial Statements

For the year ended 30 June 2023

PROPERTY, PLANT AND EQUIPMENT – COMPANY

	Ofﬁce
	equipment	Total
Cost	£000	£000
9 June 2021	–	–
Additions	3	3
30 June 2022	3	3
Additions	-	-
30 June 2023	3	3
Depreciation
9 June 2021	–	–
Depreciation charge	1	1
30 June 2022	1	1
Depreciation charge	-	-
30 June 2023	1	1
Net book value 30 June 2023	2	2
Net book value 30 June 2022	2	2

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

15. INTANGIBLE ASSETS (restated)

	Mineral
	exploration	Total
Cost	£000	£000
9 June 2021	–	–
Acquisition (restated)	14,477	14,477
Additions	1,746	1,746
Disposals	(814)	(814)
30 June 2022 (restated)	15,409	15,409
Additions 420	420
FX	(40)	(40)
Disposals	-	-
30 June 2023	15,789	15,789
Accumulated amortisation
9 June 2021 and 1 July 2022	-	–
Amortisation	–	–
30 June 2023	–	–
Net book value 30 June 2023	15,789	15,789
Net book value 30 June 2022 (restated)	15,409	15,409

See note 17 for further details on the mineral resource exploration projects acquired through the acquisition of Emperium, LRH Group, TML

and Onshore Energy Limited (“OEL”) in 2022. As stated in note 29 a prior year adjustment has been recognised in order to treat the transac-

tion as an asset acquisition rather than a business combination.

On 20 May 2022, the Company sold 10% interest in Emperium, for a cash consideration of £860,000. The difference between the cash consid-

eration received and the reduction in intangible assets is recognised in the consolidated statement of comprehensive income.

See note 29 for details on the prior year adjustment.

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

Notes to ﬁnancial statements

16. FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Group holds certain equity investments that are not held for trading purposes. Management has elected to classify these investments

as being measured at fair value through other comprehensive income (“FVOCI”) because these equities represent investments that the

Group intends to hold for the foreseeable future for strategic purposes.

	Group	Company
	£000	£000
9 June 2021	–	–
Additions	1,221	–
Fair value gains/(losses) recognised in OCI	-	-
30 June 2022	1,221	–
Additions	-	1,219
Fair value gains/(losses) recognised in OCI	-	-
30 June 2023	1,221	1,219

The ﬁnancial assets at FVOCI are measured based on level three inputs of the fair value hierarchy i.e. unobservable inputs, used when

relevant observable inputs are not available. Management determined the fair value by reviewing the operating activities and future plans

of the investee and by taking into consideration the market and economic indicators, industry trends, and other macroeconomic factors that

might impact the fair value of the investments. The information provided evidence to support the view that the fair value has not signiﬁcant-

ly changed from cost.

The additions during the period ended 30 June 2022 were acquired as part of the acquisition of LRH Group and OEL. Additions in the

Company during the year ended 30 June 2023 relate to the transfer of investments in OEL to the Company at cost.

17. INVESTMENT IN SUBSIDIARIES

INVESTMENT IN SUBSIDIARIES – COMPANY

	Company
	£000
1 June 2021	-
Additions	15,745
Disposals	(840)
30 June 2022	14,905
Additions/disposals	-
30 June 2023	14,905

During the period ended 30 June 2022 10% of Emperium was sold for a cash consideration of £840,000.

Financial Statements

For the year ended 30 June 2023

As at 30 June 2023, the Company held interests in the following subsidiary companies:

	Country of	Proportion	Nature of
Company	registration	held	Business
Techmin Limited
18 Savile Row, London, England, W1S 3PW	United Kingdom	100%	Mineral exploration
Onshore Energy Limited
18 Savile Row, London, England, W1S 3PW	United Kingdom	100%	Mineral exploration
Emperium 1 Holdings Corporation
10100, Santa Monica Boulevard
#300, Century City
Los Angeles, CA90067	USA	90%	Mineral exploration
Technology Minerals Idaho Limited
10100, Santa Monica Boulevard
#300, Century City
Los Angeles, CA90067	USA	90%	Mineral exploration
LRH Resources Ltd
Unit E, Kells Business Park,
Cavan Road, Kells Meath
A82 HK12, IRELAND	Ireland	100%	Mineral exploration
Asturmet Recursos S.L.
Avenida de Galicia, Oviedo
Asturias, SPAIN	Spain	100%	Mineral exploration
Technology Minerals Cameroon
PO Box 666
Yaounde
Cameroon	Cameroon	100%	Mineral exploration

18. INVESTMENT IN ASSOCIATES

In September 2021, the Company acquired 48.35% of a battery-recycling business, Recyclus Group Ltd (“Recyclus”) for nil consideration.

Under the equity method the initial investment is recognised at cost being nil.

As there are common Directors between Technology Minerals Plc and Recyclus Group Ltd, Technology Minerals Plc is able to inﬂuence

Recyclus Group Ltd, however, it does not control the Recyclus Group, which has its own operating, technical and ﬁnancial management, as

well as separate ﬁnancial, human resources and other policies. Recyclus Group Ltd has raised loan and equity funding from third parties,

and Technology Minerals Plc does not hold rights to favourable returns from its shareholding in Recyclus Group Ltd under IAS 28 and IFRS

10 criteria. Therefore, management has concluded that its investment in Recyclus is an investment in an associate and it did not control

Recyclus as at year ended 30 June 2023. See note 5 for further information.

Summarised ﬁnancial information for Recyclus (100% basis):

	2023	2022
Group and Company	£000	£000
Non-current assets	4,209	3,890
Current assets	525	521
Current liabilities	784	719
Non-current liabilities	7,832	5,847
Revenue for the year	33	114
Loss for the year	(2,405)	(2,007)

Notes to ﬁnancial statements

For the year ended 30 June 2023

Notes to ﬁnancial statements

Financial Statements

The Group’s share of the reported loss of Recyclus for the year amounts to £1.2m (2022: £1.0m).

As the Group’s share of the losses in Recyclus exceeds its interest in the associate, it has not recognised its share of further losses. Once

Recyclus subsequently reports proﬁts, the Group will resume recognising its share of those proﬁts only after its share of the proﬁts equals

the share of losses not recognised.

There were no signiﬁcant transactions between the Group and Recyclus other than the loans provided. See note 19.

19. LOANS TO ASSOCIATES

During the period the Company provided an unsecured loan to Recyclus as follows:

	Group	Company
	£000	£000
9 June 2021	-	-
Loans acquired	2,909	2,909
Additions	1,629	1,629
30 June 2022	4,538	4,538
Additions	1,955	1,955
30 June 2023	6,493	6,493

Loans to associates generally bear 2% interest. The loan is repayable in monthly instalments when funds are available.

20. TRADE AND OTHER RECEIVABLES

	Group	Company	Group	Company
	2023	2023	2022	2022
	£000	£000	£000	£000
Non-current assets
Amounts due from subsidiaries	-	2,452	-	1,504
	-	2,452	-	1,504
Current assets
Other debtors	1	1	15	15
VAT receivable	27	28	23	27
Prepayments and accrued income	53	52	29	29
	81	81	67	71

In FY2022, the intercompany loan to Techmin Limited included in amounts receivable from subsidiary undertakings was impaired by £462,000 to £746,000,

being the amount considered to be recoverable.

For the year ended 30 June 2023

Financial Statements

Notes to ﬁnancial statements

CASH AND CASH EQUIVALENT

	Group	Company	Group	Company
	2023	2023	2022	2022
	£000	£000	£000	£000

Cash and cash equivalents	318	-	371	199
	318	-	371	199

£46,000 of cash contributions were made by the subsidiaries acquired during the period ended 30 June 2022.

The majority of the Group’s funds are held with Revolut Ltd, which is authorised to issue e-money by the Financial Conduct Authority under

the Electronic Money Regulations 2011. Revolut Ltd is not recognised as a bank in the United Kingdom.

21. TRADE AND OTHER PAYABLES

	Group	Company	Group	Company
	2023	2023	2022	2022
	£000	£000	£000	£000
Current liabilities
Trade and other payables	230	200	449	310
Taxation and social security	106	104	71	71
Accruals	102	98	82	66
	438	402	602	447
Non-current liabilities
Amounts due to subsidiaries	-	1,087	-	-
	-	1,087	-	-

22. BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES

	Group	Company	Group	Company
	2023	2023	2022	2022
	£000	£000	£000	£000
Amount owed to third parties	-	-	21	-
Convertible loan notes	1,557	1,557	-	-
Total borrowings	1,557	1,557	21	-
Derivative ﬁnancial liability	230	230	-	-

Financial Statements

For the year ended 30 June 2023

Bond Facility

The bond facility outstanding at the year-end has been accounted for as a ﬁnancial liability with a related embedded derivative being the fair

value of the convertible feature. The host contract is measured at amortised cost and the derivative at fair value through proﬁt and loss.

On 9 December 2022, the Company entered into a £4.0 million convertible bond facility with Macquarie Bank Limited (“MBL”) and Atlas

Capital Markets LLC (“ACM”).

Under the Facility, MBL and ACM provided access to a £4.0 million convertible bond facility with a coupon of 5% per annum over the SONIA

rate, payable quarterly in cash or in shares at the Company’s discretion. The Facility could be drawn in eight tranches of up to £500,000 with

each tranche being called at the Company’s discretion once the previous tranche had been fully converted and subject to certain conditions.

MBL and ACM could purchase the convertible bonds at a ﬁxed price equal to 95% of the principal amount.

MBL and ACM could convert the convertible bonds to Technology Minerals Plc Ordinary shares by issuing a conversion notice with the price

set at 90% of the 3-day Volume Weighted Average Price of the Shares, where the three days may be consecutive or not and are selected by

MBL or ACM (as applicable) from the 20 days prior to the issue of a conversion notice by MBL or ACM. The convertible bonds had a maturity

of two years from issuance.

The Company pays a transaction fee equal to 3% of each tranche (the “Commission”). The Commission is payable in cash and is deducted

from the amount payable by MBL or ACM (as applicable) to Technology Minerals Plc for each tranche.

In addition, warrants amounting to 30% of each tranche are attached to each tranche of the convertible bonds. The warrants have a strike

price ﬁxed at 30% premium to the Volume Weighted Average Price of the Shares for the ﬁve consecutive days prior to the issue date of each

tranche. The warrants will expire two years after issuance. See note 25 for further information.

All convertible bonds issued to MBL and ACM were converted by the end of the year and accordingly none of those loan notes were

outstanding at 30 June 2023.

Convertible loan notes

On 27 March 2023, the Company announced that it had raised funds which included a £1.7 million convertible loan note (“CLN”) with a new

high net worth investor. Interest accrues on the CLN at 12% compounding annually, with a repayment date of two years from drawdown. The

CLN can be converted at any time by the holder at 3.5 pence per share.

23. SHARE CAPITAL AND SHARE PREMIUM

	Number of	Share	Share
	ordinary	capital	premium
Group and Company	shares 0.1p	£000	£000
At 1 July 2022	1,271,423,593	1,271	19,770
Share issue - placings	123,000,000	123	1,187
Share issue – conversion of CLNs	118,186,302	118	942
Share issue – in lieu of services provided	1,100,000	1	20
Share issue – costs	-	-	(59)
At 30 June 2023	1,513,709,895	1,513	21,860

The detailed history of the Company’s share capital from incorporation to 30 June 2022 is provided in the 2022 Annual Report and Accounts.

Transactions related to the year ended 30 June 2023 are as follows:

Placings:

On 9 November 2022 placing of 32,000,000 Ordinary Shares of £0.001 at a price of £0.0125 (Placing Price) per Ordinary Share raising

£400,000 before issue costs.

On 31 March 2023 placing of 80,000,000 Ordinary Shares of £0.001 at a price of £0.0100 (Placing Price) per Ordinary Share raising £800,000

before issue costs.

On 10 May 2023 placing of 11,000,000 Ordinary Shares of £0.001 at a price of £0.0100 (Placing Price) per Ordinary Share raising £110,000

before issue costs.

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

Conversion of CLNs:

Between January and April 2023, total of 118,186,302 Ordinary Shares issued to satisfy conversion of convertible loan notes. See note 22 for

further details.

Shares issued to settle outstanding debt:

In November 2022 1,100,000 Ordinary Shares were issued at £0.0189 to settle an outstanding debt of £20,790.

24. SHARE BASED PAYMENTS

Warrants

As described in note 23 the Company entered into a £4.0m Bond Facility, drawn down in tranches. Warrants amounting to 30% of each

tranche were issued to the lender on the drawdown of each tranche. The Company drew down the following tranches during the year:

Date	Tranche	Amount
16 December 2022	1	£500,000
30 January 2023	2	£250,000
24 February 2023	3	£310,000
Total		£1,060,000

	Tranche 1	Tranche 2	Tranche 3
Number of shares that could be acquired on
the exercise of the warrant	6,921,527	4,298,980	5,494,471
Fair value of one CLN Warrant	£0.0053	£0.0046	£0.0041
Warrant Share exercise price	£0.021672	£0.017446	£0.0169
Date of grant	16/12/2022	30/1/2023	24/2/2023
Time to maturity, years	2	2	2
Share price	£0.01525	£0.0135	£0.01225
Expected volatility*,%	78%	72%	74%
Expected dividend growth rate,%	0%	0%	0%
Risk-free interest rate (3 year bond),%	5.00%	4.24%	4.81%

*Calculation of volatility involves signiﬁcant judgement by the Directors due to the absence of the historical trading data for the Company at

the date of the grant.

The exercise price of the above warrants is calculated as 130% of VWAP of the company’s share price for the preceding ﬁve days of each

drawdown.

The fair value of the warrants was £79,000 and has been treated as a ﬁnance cost of the Bond Facility drawn. This amount was expensed in

full during the year, following the conversion of the £1,060,000 into equity.

For the period ended 30 June 2022:

CLN Warrants

Warrants were issued to the holders of the 2021 Convertible Loan Notes (CLN Warrants), that gave them the right to within two years from

Admission to subscribe for one Ordinary Share in the Company for each Ordinary Share issued to the loan note holder on conversion of the

loan note at Admission, at the Placing Price x 150%.

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

Placee Warrants

Each placee of the £1.5m share placing on IPO has the right to subscribe for one Ordinary Share in Technology Minerals for each placing

share issued to the placee at the Placing Price x 150% exercisable within two years from Admission.

Advisor Warrants

Warrants were issued to the Company’s advisors that gave them the right to within two years from Admission to subscribe for Ordinary

Shares in the Company at exercise prices of £0.03375 and £0.001.

The fair value of the warrants issued during the year ended 30 June 2023 was calculated using the Black-Scholes mode using the following

information:

	CLN Warrants	Placee and advisor	Advisor
		Warrants	Warrants
Number of shares that could be acquired on
the exercise of the warrant	306,229,366	72,955,554	7,333,334
Fair value of one CLN Warrant	£0.003937	£0.00401	£0.02151
Warrant Share exercise price	£0.03375	£0.03375	£0.001
Date of grant	29/07/2021	17/11/2021	17/11/2021
Time to maturity, years	2	2	2
Share price	£0.0225	£0.0225	£0.0225
Expected volatility*,%	55%	55%	55%
Expected dividend growth rate,%	0%	0%	0%
Risk-free interest rate (3 year bond),%	0.076%	0.56%	0.56%

*Calculation of volatility involves signiﬁcant judgement by the Directors due to the absence of the historical trading data for the Company at

the date of the grant.

The fair value of the warrants was £1,656,199 and was charged to Share premium.

At 30 June 2023, the Company had outstanding warrants to subscribe for Ordinary shares as follows:

Warrant		Fair value
exercise	Expiry	of individual
price	date	warrant	At 01/07/2022	Issued	Exercised	At 30/06/2023
£0.03375	29/07/2023	£0.003937	306,229,366	-	-	306,229,366
£0.03375	17/11/2023	£0.00401	49,808,280	-	-	49,808,280
£0.001	17/11/2023	£0.02151	666,667	-	-	666,667
£0.021672	16/12/2024	£0.0053	-	6,921,527	-	6,921,527
£0.017446	30/01/2025	£0.0046	-	4,298,980	-	4,298,980
£0.0169	24/02/2025	£0.0041	-	5,494,471	-	5,494,471
			356,704,313	16,714,978	-	373,419,291

Share options

On 13 April 2023 (“Grant Date”), 128,534,322 share options were issued to Directors and staff. 112,619,136 share options fully vested on

the Grant Date. 15,915,186 share options will vest in respect of

of the shares under option on the Grant Date and quarterly thereafter

commencing 1 June 2023.

The fair value of the share options issued during the year ended 30 June 2023 was calculated using the Black-Scholes mode using the

following information:

Notes to ﬁnancial statements

Financial Statements

For the year ended 30 June 2023

	2023 share
	options
Number of shares that could be acquired on
the exercise of the warrant	128,534,322
Fair value of one share option	£0.0192
Exercise price	£0.02325
Date of grant	13 April 2023
Time to maturity, years	10
Share price	£0.02325
Expected volatility*,%	80%
Expected dividend growth rate,%	0%
Risk-free interest rate (10 year bond),%	3.45%

*Calculation of volatility involves signiﬁcant judgement by the Directors due to the absence of the historical trading data for the Company at

the date of the grant.

The aggregate fair value of the share options was £2,473,372 of which £2,218,160 was expensed in FY2023.

At 30 June 2023, the Company had outstanding share options to subscribe for Ordinary shares as follows:

		Fair value
Exercise	Expiry	of individual
price	date	warrant	At 01/07/2022	Issued	Exercised	At 30/06/2023
£0.02325	13/04/2033	£0.0192	-	128,534,322	-	128,534,322
			-	128,534,322	-	128,534,322

Information on the share options granted to each Director is shown in the remuneration report.

25. NON-CONTROLLING INTERESTS

Non-controlling interests that are material to the Group are reﬂected in the table below.

On 20 May 2022 Technology Minerals Plc sold 10% interest in its wholly owned subsidiary Emperium, a US cobalt/copper projects: the

Blackbird Creek Project and Emperium Project (collectively “the Properties”), to Bluebird Metals LLC, taking its ownership down to 90%. The

consideration received for the 10% disposal was £860,000.

Summarised below is the ﬁnancial information for Emperium, before intragroup eliminations together with amounts attributable to NCI:

Notes to ﬁnancial statements

For the year ended 30 June 2023

Financial Statements

	2023	2022
	£000	£000
Non-current assets	459	376
Current assets	-	-
Non-current liabilities	-	-
Current liabilities	(298)	(119)
Net assets	161	257
Attributable to owners of the parent	147	231
Attributable to non-controlling interests	14	26
	2023	2022
Attributable to non-controlling interests	£000	£000
Loss for the year	(12)	(3)
Net (decrease)/increase in cash and cash equivalents	-	-

26. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of ﬁnancial risks which result from its operating and investing activities; market risk (foreign

currency exchange risk), liquidity risk, capital risk and credit risk. These risks are mitigated wherever possible by the Group’s ﬁnancial

management policies and practices described below. The Group’s ﬁnancial risk management is carried out by the ﬁnance team led by the

Chief Financial Ofﬁcer and under policies approved by the Board. Group ﬁnance identiﬁes, evaluates and mitigates ﬁnancial risks in close co-

operation with the Group’s senior management team.

Financial instruments by category

Group	Group	Company	Group	Company
	2023	2023	2022	2022
	£000	£000	£000	£000
Financial assets at amortised costs:
Trade and other receivables	81	81	71	71
Cash	318	-	199	199
Loan receivable	6,493	6,493	4,538	4,538
Financial liabilities at amortised costs:
Trade and other payables	438	402	447	447
Borrowings	1,557	1,557	-	-
Financial assets at fair value through other comprehensive income:
Financial assets	1,221	1,219	1,221	-

Investments in equity instruments at FVTOCI are measured at cost, which is considered to be equal to their fair values.

Capital risk

Capital risk refers to the risk associated with a Company’s ability to maintain an appropriate level of capital to support its operations and

absorb potential losses.

Notes to ﬁnancial statements

For the year ended 30 June 2023

Financial Statements

The Group’s objectives when managing capital risk are:

• to safeguard the Group’s ability to continue as a going concern, so that it continues to provide returns and beneﬁts for shareholders;

• to support the Group’s growth; and

• to provide capital for the purpose of strengthening the Group’s risk management capability.

The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns,

taking into consideration the future capital requirements of the Group and capital efﬁciency, prevailing and projected proﬁtability, projected

operating cash ﬂows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as

capital and reserves, for capital management purposes. The Group is not subject to externally imposed capital requirements.

Credit risk

Credit risk refers to the risk that the Group’s ﬁnancial assets will be impaired by the default of a third party (being non-payment within the

agreed credit terms). The Group is exposed to credit risk primarily on its cash and cash equivalent balances as set out in note 21 and on

its trade and other receivable balances as set out in note 20. The Group’s credit risk is primarily attributable to its other receivables, being

royalty receivables. It is the policy of the Group to present the amounts in the balance sheet net of allowances for doubtful receivables,

estimated by the Group’s management based on prior experience and the current economic environment. In certain cases, the Group has

the right to audit the reported royalty income.

For banks and ﬁnancial institutions, only parties with a minimum credit rating of BBB are accepted. The majority of cash is held with Revolut

Limited in the UK.

The Directors have considered the credit exposures and do not consider that they pose a material risk at the present time. The credit risk

for cash and cash equivalents is managed by ensuring that all surplus funds are deposited only with ﬁnancial institutions with high quality

credit ratings. There are currently no expected credit losses.

Liquidity risk

Liquidity risk relates to the ability of the Group to meet future obligations and ﬁnancial liabilities as and when they fall due. The Group

currently has sufﬁcient cash resources to pay the trade and other payables and contingent consideration when they fall due.

	2023	2022
Group	£000	£000
Trade and other payables within one year	438	602
Current tax liabilities within one year	-	-

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the United States Dollar (USD)

and the Euro (EUR).

The following table highlights the major currencies the Group operates in and the movements against the Great British Pound (GBP) during

the course of the year:

	Average rate			Reporting spot rate
	2023	2022	Movement	2023	2022	Movement
United States Dollar	1.20	1.32	(0.12)	1.27	1.22	0.05
Euro	1.15	1.18	(0.03)	1.16		1.16 -

Notes to ﬁnancial statements

100

Financial Statements

For the year ended 30 June 2023

The Group’s exposure to foreign currency risk based on GBP equivalent carrying amounts of monetary items at the reported date:

	2023	2023	2022	2022
	£000	£000	£000	£000
	USD	USD	USD	USD
Cash and cash equivalents	1	33	-	20
Trade and other receivables	-	4	-	1
Trade and other payables	(8)	(88)	(8)	(105)
Net exposure	(7)	(51)	(8)	(84)

The Group does not hedge against foreign exchange movements.

Exchange rate sensitivity

The Group is mainly exposed to foreign exchange risk on the cash balances and trade and other payables denominated in currencies other

than GBP as detailed above. A +/- 10% change in the GBP:EUR and GBP:USD rate and the impact of a +/- 10% change on the exchange rates

on the translation of foreign subsidiaries into the Group’s presentation currency would result in the following changes:

	2023	2023	2022	2022
	£000	£000	£000	£000
	Proﬁt/(loss)	Equity	Proﬁt/(loss)	Equity
	+10%/-10%	+10%/-10%	+10%/-10%	+10%/-10%
USD	(11) / 11	16 / (16)	(1) / 1	28 / (28)
EUR	(18) / 18	25 / (25)	(26) / 26	26 / (26)

27. RELATED PARTY TRANSACTIONS

Aggregate base salaries paid to the Executive Directors for the year ended 30 June 2023 were £577k (2022: £358k). See note 9 for further

details.

The aggregate amount paid to the Non-Executive Directors for services for the year ended 30 June 2023 was £36k (2022: £24k).

During the year the Company provided a loan of £6.5m (2022: £4.5m) to Recyclus Group, an associate. Alex Stanbury and Robin Brundle are

each Directors of Recyclus Group Limited. The interest charged on the loan is 2% per annum and the amount charged for the period was

£196,000 (2022: £46,000). See notes 18 and 19 for further information.

During the period the Company charged £356,884 (2022: £140,000) for the provision of management services to its subsidiaries.

During the period the Company provided £1,364,000 (2022: £1,504,000) of loans to its subsidiaries. The interest charged on the loans was 2%

per annum and the amount charged for the period was £40,075 (2022: £20,000). See note 20.

Notes to ﬁnancial statements

101

Financial Statements

For the year ended 30 June 2023

As at 30 June 2023 amounts receivable from subsidiary undertakings was as follows:

	2023	2022
Company	£000	£000
Techmin Limited	558	746
Onshore Energy Limited	(1,087)	170
Emperium 1 Holdings Corporation	298	119
Technology Minerals Idaho Limited	461	-
Technology Minerals Cameroon	241	-
LRH Resources Ltd	362	225
Asturmet Recursos S.L.	531	244
	1,364	1,504

28. NOTES SUPPORTING STATEMENT OF CASHFLOWS

Signiﬁcant non-cash transactions from investing activities are as follows:

	2023	2022
	£000	£000
Equity consideration for the acquisition of subsidiaries	-	15,725
Equity consideration for the acquisition of mineral resources project	-	473
Shares issued in lieu of services provided by third parties	-	269

See notes 17 and 25 for further information

Signiﬁcant non-cash transactions from ﬁnancing activities are as follows:

	2023	2022
	£000	£000
Conversion of loan notes to equity	1,060	5,193

See note 24 for further information.

Notes to ﬁnancial statements

102

Financial Statements

For the year ended 30 June 2023

Financial Statements

Reconciliation of net cash ﬂow to movement in net debt

	2023	2022
Group	£000	£000
Cash and cash equivalents	318	371
Borrowings	(1,557)	-
Net debt	(1,239)	371
Net (decrease)/increase in cash and cash equivalents in the period	(53)	371
Cash inﬂow from increase in borrowings	(2,675)	(4,395)
Other non-cash changes	58	-
Conversion of borrowing to equity	1,060	4,395
Change in net debt resulting from cashﬂows	(1,610)	371
Net debt at the start of the year	371	-
Net debt at the end of the year	(1,239)	371

Notes to ﬁnancial statements

For the year ended 30 June 2023

Financial Statements

103

29. PRIOR YEAR ADJUSTMENT

The prior year comparatives for the Group have been restated from those previously reported by the Company as shown below:

	Previous		Restated
	2022	Adjustment	2022
	£000	£000	£000

Non-current assets
Property, plant and equipment	5	-	5
Intangible assets	18,300	(2,891)	15,409
Financial assets	1,221	-	1,221
Investment in associates	-	-	-
Loans to associates	4,538	-	4,538
Total non-current assets	24,064	(2,891)	21,173
Current assets
Trade and other receivables	67	-	67
Cash and cash equivalents	371	-	371
Current assets		438	- 438
Total assets	24,502	(2,891)	21,611
Current liabilities
Trade and other payables	602	-	602
Borrowings	21	-	21
Total current liabilities	623	-	623
Non-current liabilities
Deferred tax liability	2,891	(2,891)	-
Total non-current liabilities		2,891	-
Total liabilities	3,514	(2,891)	623

Net assets	20,988	-	20,988
Equity
Share Capital	1,271	-	1,271
Share Premium	19,770	-	19,770
Warrants reserve	1,420	-	1,420
Share-based payments reserve	-	-	-
Foreign exchange reserve	30	-	30
Accumulated deﬁcit	(1,529)	-	(1,529)
Equity attributable to owners of the parent	20,962	-	20,962
Non-controlling interests	26	-	26
Total equity	20,988	-	20,988

Notes to ﬁnancial statements

104

Financial Statements

For the year ended 30 June 2023

Financial Statements

Subsequent to the approval of the 2022 ﬁnancial statements the Board carried out a review of the prior year acquisition of 100% of the

issued share capital of Emperium 1 Holdings Corporation (Emperium), LRH Resources Limited and its wholly owned subsidiary Asturmet

Recursos S.L. (LRH Group), Techmin Limited (TML), Onshore Energy Limited (OEL) and its wholly owned subsidiary Technology Minerals

Cameroon (TMC).

The Board concluded that the acquisition should not have included goodwill and corresponding deferred tax liability. Consequently, the prior

year has been restated resulting in the restatement of the prior year statement of ﬁnancial position. A deferred tax liability of £2,891k is no

longer recognised along with the resultant goodwill.

There is no third statement of ﬁnancial position due to the error solely relating to the prior year and also the length of time that the

Company has been established.

30. EVENTS OCCURRING AFTER THE REPORTING DATE

On 4 July 2023 the Company entered into a Convertible Loan Note for £500,000 at 6% interest for six months, convertible at 1.8p per share.

As announced on 13 July 2023, Global Battery Metals (“GBML”) exercised its second option over the Company’s Leinster Lithium Property in

the Republic of Ireland, bringing GBML’s equity interest in the Leinster property to 55%.

On 31 August 2023, the Company entered into a Convertible Loan Note for £700,000 at 12% interest for six months, convertible at 1.4p per

share and issued warrants to subscribe for 70 million ordinary shares at 2p per shares. Costs associated with this funding were settled by a

convertible loan note for £35,000 and warrants for 3.5 million shares on the same terms respectively.

31. ULTIMATE CONTROLLING PARTY

The company does not have a single controlling party.

Notes to ﬁnancial statements

105

Financial Statements

Registered Ofﬁce 18 Savile Row

London W1S 3PW

Registered Number 13446965

Company Secretary David Taylor FCG

Auditors PKF Littlejohn LLP

Solicitors Spencer West LLP

20 Chiswell Street

London EC1Y 4TW

Setfords Law Ltd

46 Chancery Lane

London WC2A 1JE

Registrars Neville Registrars

Neville House

Steelpark Road

Halesowen

B62 8HD

Principal Bankers Barclays Bank Plc

Leicester

Leicestershire LE87 2BB

Brokers Oberon Investments Limited

Nightingale House

65 Curzon Street

London W1J 8PE

Financial PR Gracechurch Group

48 Gracechurch Street

London EC3V OEJ

Company Website www.technologyminerals.co.uk

105