Final Results
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Highlights
- Advanced post-discovery exploration accelerator business model through targeted exploration work and value accretive partnerships.
- Exploration progress made at initial asset, the Kathleen Valley Gold Project in Western Australia, a premier mining destination.
- Mutually beneficial partnership agreed with Australia's leading lithium company, Liontown Resources,
- to explore for lithium extensions at Kathleen Valley Gold Project.
- Team expanded through appointment of Alastair Goodship - a highly experienced exploration geologist with a proven track record of exploration success.
- Successfully raised gross proceeds of £2m (before costs) to support work at Kathleen Valley Gold Project and advance additional valuable development opportunities.
- Cash position of £1,417,710 as at 30 June 2024.
- Loss for the financial year ended 30 June 2024 of £686,277 (2023: loss £549,487)
To view the audited report and accounts document, click here: http://www.rns-pdf.londonstockexchange.com/rns/3167K_1-2024-10-30.pdf
Statement from the Board
Dear Shareholder,
I am pleased to share that we have made significant progress in advancing our strategy of identifying and developing post-discovery exploration projects, laying a solid foundation for future growth.
In 2023 the Company raised £2m which has given us a strong platform to advance our portfolio whilst being mindful that preserving capital during these volatile periods is sensible. Given our capital position this leaves us in an enviable position as this has given us access to plenty of new opportunities to review post discovery projects. Clearly, there is no shortage of such projects, but we remain highly disciplined on what we progress and hope to have some exciting news in the near future.
We are fundamentally looking to unlock value across the gold and lithium commodities at our Kathleen Valley project.
In relation to gold, we are targeting new exploration in the northern section of the licence area subject to Environmental and Heritage surveys.
In relation to lithium, during the financial year we entered a Joint Venture ("JV") with Australia's largest lithium producer being ASX Listed Liontown Resources ("Liontown"). This JV has given us access to a team that has plenty of experience of operating in the region. We are now awaiting the conclusion of Environmental and Heritage surveys before Liontown proceeds with site exploration works. We are in this partnership for the long term and the JV has only just started. I look forward to updating you on progress.
We end the financial year with a well-capitalised balance sheet, an exciting JV with one of Australia's leading lithium companies in Liontown and plenty of new opportunities on the horizon. While we would like to see the capital markets cycle turn back in our favour, we believe, there are green shoots emerging from the London market.
I would like to thank you, our shareholders, for your ongoing support despite the well documented difficulties in the commodities and capital markets in the recent year. We look forward to unlocking value and building the Company one step at a time.
Corporate
We have ended the current financial year in a strong position with a robust balance sheet following a capital raise in November 2023 where we raised £2m from new investors. At the same time Alistair Goodship joined the team as our lead exploration geologist to assist with the current project and review of new opportunities. We regularly receive enquiries to invest in new projects and, where we see outstanding opportunities, we will progress only where we feel that our budget and the relative risk and rewards are in our favour. Following on from the financial year end of 30 June 2024 the company has remained in a strong financial position.
Results
The results for the year ending 30 June 2024 is a loss of £686,277 (2023: £549,487).
Fund Raises
In November 2023, the Company announced the placing of 200,000,000 new ordinary shares at a price of 1 pence per ordinary share raising £2m (before costs). The placing shares each have one warrant attached with an exercise price of 2 pence for a period of two years from the date of admission.
As part of the exploration agreement with Liontown, Liontown invested A$100,000 in Mila through a convertible loan, technically named a convertible loan. Following an amendment of the terms of the convertible loan in January 2024, Liontown agreed that Mila would convert the AS$100,000 into 5,147,475 fully paid Mila Ordinary Shares at a conversion price of 1 pence per share. In addition, Mila has also agreed to issue Liontown warrants to subscribe for up to a further 5,147,475 Ordinary Shares exercisable at a price of 2 pence per share at any time until 29 January 2027.
Cash Position
At 30 June 2024, cash and cash equivalents amounted to £1,417,710 (2023: £448,063).
Outlook
The Company has identified what we believe to be an exciting potential transaction, that we believe would be an excellent fit for Mila. A non-disclosure agreement is currently in force; however, we can disclose that we are at the very final stages of negotiation having already completed all the due diligence.
The transaction is subject to completion risk, hence, there is no certainty that the transaction will ultimately succeed.
Further announcement to follow in due course.
Mark Stephenson
Executive Chairman
Strategic Report
The directors present the strategic report for the year ended 30 June 2024.
Understanding our business
The Company was incorporated on 3 June 2015, with the view of pursuing an initial public offering of its securities onto the London Stock Exchange through a Standard Listing to raise the necessary funds required for the execution of the business strategy, which is to buy asset(s) or business(es) acting as a post discovery accelerator. The Company identifies target(s) that have already had an early-stage geological discovery. To date one successful acquisition has been made, an initial 30% interest in the Kathleen Valley Gold Project in Western Australia. Whilst additional targets will be sought, the current priority is to develop and unlock the potential in the initial gold exploration project.
Review of the business and Key Performance Indicators (KPIs)
| FY2024KPIs | Measurement | 2024 Performance |
| Identify early-stage post discovery Projects, or similar, that meet the Company's selection criteria and are aligned with the Company's strategic objectives. | Successful initial identification of suitable early-stage Projects. A well-defined process for quick and efficient first pass project review; before more in-depth second stage review and analysis. | Many dozens of "seemingly" suitable projects have been reviewed this year; a good number have gone on to successfully pass the second stage review process with a few ultimately being identified as suitable for initial negotiations. However, for a variety of reasons until recently each potential prospect fell away. In recent months a suitable transaction has been identified and the Company has very recently (at the time of writing) completed the due diligence process. The Company is now in the very final stages of negotiations. The transaction is subject to completion risk (at the time of writing). |
| Ensure business adequately funded and in a suitable position to raise additional capital if required. | The Company's cash reserves. | The Company raised £2m (before costs) in November 2023. The capital markets for small cap companies were restricted during this time. However, despite the conditions of the capital markets the Company believes Its success demonstrates investor confidence in the Project and model. |
| Continued progress in the Kathleen Valley gold exploration project in Western Australia. | Advancing the ultimate understanding of the geology. | Current progress on the Northern Section is in the hands of Liontown. Per the Company's agreement with Liontown all exploration and evaluation costs will be borne by them. As a result Liontown has the lead and both Companies are eager to progress this as fast as permissions etc will allow. As part of the agreement all intercepts and assays will be shared with the Company, which should significantly improve our understanding of the geology as it relates to Gold. |
Business review
For a review of developments in the year, please see page 4, the "Statement from the Board".
Principal risks and uncertainties
Exploration and development of a project can be adversely affected by environmental legislation and the unforeseen results of environmental studies carried out during that evaluation.
As the Company undertakes mineral exploration, any disturbance to the environment during this phase is required to be rehabilitated, with the prevailing regulations of the country in which we operate as well as to international best-practice.
Given the Company's size and scale it is not considered practical or cost effective to collect and report data on carbon emissions.
The principal risks currently faced by the Company relate to:
Loss of Key Personnel
The Company has three Executive Directors and one Non-Executive Directors, together with two retained part time consultants and a part time bookkeeper. It does not have any employees. The executive function of the Company is conducted by the three Executive Directors; hence due to the small number people performing the executive function there is a risk that the execution of this function could be affected should one or more of the directors resign from the board. The Company promotes a positive working environment and aims to pay market competitive remuneration.
Acquiring Less than Controlling Interests
Regarding future potential acquisition targets, the Company may acquire less than whole voting control of, or less than a controlling equity interest, which may limit the Company's operational strategies and reduce is ability to enhance Shareholder value.
The Company has acquired less than a controlling equity interest in the Kathleen Valley Project. The Company acquired an initial 30% interest, which was the first stage of a three-part earn in agreement. This does not limit the Company's operational strategies as the Company has full control over the operations and maintains the ability to earn a controlling stake.
Inability to Fund Operations Post-Acquisition
The Company may be unable to fund the operations at the Kathleen Valley Project or other projects in which it may invest, if it does not obtain additional funding, however, the Company will ensure that appropriate funding measures are taken to ensure minimum commitments are met. See the going concern assessment on page 25.
The Company's Relationship with the Directors and Conflicts of Interest
Regarding future potential acquisitions, the Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition.
The Directors and consultants are not obliged to commit their whole time to the Company's business; they may allocate a portion of their time to other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the Company's affairs.
Risks Inherent in an Acquisition
Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further assurance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the Company will ultimately prove to be more favourable to investors then a direct investment, if such an opportunity were available, in a target business.
Reliance on External Advisors
The Directors rely on external advisors to help identify and assess potential and future acquisitions and there is a risk that suitable advisors cannot be placed under contract or that such advisors that are contracted do not perform as required.
Reliance on Income from the Acquired Activities
Following an acquisition of an initial 30% interest in the Kathleen Valley Project, the Company may be dependent on the income generated by the acquired project or from the subsequent divestment of the acquired business to meet the Company's expenses. If the acquired business is unable to provide sufficient amounts to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares. This risk can be mitigated by sourcing money through other means, e.g. capital raisings.
Political conditions and government regulations could change and have a material effect on the Company's results of operations
Political conditions in jurisdictions in which the Company currently operates its exploration and evaluation activities, currently Australia, are generally stable. However, changes may occur in their political, fiscal and/or legal systems, which might adversely affect the Company's operations.
Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules, laws and regulations will not be enacted, or that existing or future rules and regulations will not be applied in a manner which could serve to limit or curtail exploration or development of the Company's business or have an otherwise negative impact on its activities.
Gender analysis
A split of our employees and directors by gender and average number during the year is shown below:
| Male | Female | |
|---|---|---|
| Directors | 4 | nil |
Corporate social responsibility
We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's stakeholders, however it should be noted that Mila is a relatively small company; with the full complement of staff consisting of only three executive directors and one non-executive director; no employees and a couple of consultants, the impacts of its activities is currently limited to a single gold exploration project in Western Australia. This statement forms part of the strategic report.
The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the Company engages with its stakeholders and opportunities for enhancement in the future. As required, the Company's external lawyers and the Company Secretary will provide support to the Board to help ensure that enough consideration is given to issues relating to the matters set out in s172(1)(a)-(f).
The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided by management via Regulatory News Service announcements, Corporate Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with stakeholders themselves.
We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made in the year and post year end are set out below:
| Significant events/decisions | Key s172 matter(s) affected | Actions and Consequences |
| During the year successfully concluded an additional Fund Raise of £2.0m (before costs) in Nov 2023. | Business Relationships and Shareholders. | This has enabled the Company to consider other projects whilst Liontown prepare to drill the Northern Section of our acreage at their expense, whilst still providing the Company with the intercepts and Assay results. |
| Advancement of geological understanding of the region of the Company's current acreage | Shareholders, staff and Business Relationships. | The future planned Liontown drilling campaign will produce Assay results which will further advance will advance our understanding of geological area. |
| Enhanced interaction with the Traditional Land Owners. | Local Community and Environment. | The Company has invested time and effort to engage with the Tjiwarl group to assist with ground clearance, operational standards and improvement drill contractor induction procedures. |
| During the year the company entered into a farm-in agreement with one of Australia's leading lithium company's, Liontown Resources | Shareholders, staff and Business Relationships. | Liontown are to explore for lithium on our project. In addition, they bring a lot of intangible value to project by sharing geological and technical information and their expertise in the region generally. Liontown will undertake preliminary social and environmental programmes before commencement of the exploration. The Company will have access to all assay information developed. |
| Enhanced environmental monitoring | Local Community and Environment. | The Company continued to engage the services of a local ecology company to assist with field audits, flora and fauna studies and monitoring and general advice to meet regulatory requirements. |
| Successfully identified a potential transaction that fits within the Company's selection criteria. | Business Relationships and Shareholders | A suitable transaction has been identified and the Company is in the final stages of negotiation having completed the due diligence. The transaction is subject to completion risk. |
Finally, to you, our shareholders, thank you for your trust and support. I hope you stay safe and well and I look forward to meeting you face to face at the next Company event.
This report was approved by the board on 30 October 2024 and signed on its behalf.
Mark Stephenson
Executive Director
INDEPENDENT AUDITORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
Opinion
We have audited the financial statements of Mila Resources Plc (the 'company') for the year ended 30 June 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
- have been properly prepared in accordance with UK-adopted international accounting standards; and
- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included reviewing and challenging cashflow forecasts prepared by management covering the 12 months from the approval of these financial statements and the related key inputs and assumptions, ascertaining the company's current financial position and cash reserves, and discussing their strategies regarding potential asset acquisitions which may be completed in the period.
Our application of materiality
Materiality for the financial statements was set at £147,000 (2023: £122,000) based upon 2% (2023: 2%) of gross assets . Materiality has been based upon gross assets due to the significant asset balances in the Statement of Financial Position.
Performance materiality and the triviality threshold for the financial statements was set at £110,250 (2023: £91,500) and £7,350 (2023: £6,100) respectively due our accumulated knowledge of the company.
We also agreed to report to the audit committee any other differences below that threshold that we believe 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 areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain, such as the potential impairment of exploration and evaluation assets. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Key audit matters
| Key Audit Matter | How our scope addressed this matter |
| Valuation of intangible assets (note 8) | |
| As at 30 June 2024, the company's capitalised exploration and evaluation costs which had a carrying value of £5,761,853 (Note 8). The associated costs capitalised in the year ended 30 June 2024 totalled £155,983. Given the carrying value of intangible assets as at 30 June 2024 and the significant judgement required by the directors when assessing for impairment, there is a risk that intangible assets may be impaired and thus materially misstated. Additionally, due to the value of costs capitalised in the year and the judgement required in assessing whether those capitalised meet the recognition criteria per IFRS 6 - Exploration for and Evaluation of Mineral Resources , there is a risk that some costs capitalised in the year do not meet the recognition criteria per IFRS 6 and therefore intangible assets are materially misstated. | Our work in this area included but was not limited to: · Testing a sample of additions; vouching to supporting documentation to ensure exploration and evaluation costs have been accurately capitalised in accordance with IFRS 6 and the company's accounting policies; · Confirming that the company has good title to the applicable exploration licences; and, · Reviewing and challenging the directors' assessment of impairment indicators, considering whether any of the impairment indicators as per IFRS 6 have been met and whether any impairment adjustments are necessary. Key observations The exploration and evaluation costs in the year has been appropriately capitalised in accordance with IFRS 6 and management's assessment of the lack of indicators of impairment of the intangible assets was deemed to be reasonable. |
Other information
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
Matters on which we are required to report by exception
- 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
Auditor's responsibilities for the audit of the financial statements
- We obtained an understanding of the company and the sector in which it operates 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, industry research and our cumulative audit knowledge and experience of the sector.
- We determined the principal laws and regulations relevant to the company in this regard to be those arising from UK Company Law, rules applicable to issuers on the London Stock Exchange's Main Market, including the Financial Conduct Authority Listing Rules and the Disclosure Guidance and Transparency Rules.
o Discussing with management the company's compliance with laws and regulations;
o Reviewing board minutes;
o Reviewing legal expenditure; and,
o Reviewing regulatory news announcements made throughout the reporting period and post year-end.
- 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 there was potential for management bias in relation to the carrying value of the exploration and evaluation asset and whether any impairment indicators were present. We addressed these risks by challenging the assumptions and judgements made by management when auditing these significant accounting estimates (see the Key Audit Matters section of our report).
Other matters which we are required to address
We were appointed by the Board of Directors on 22 November 2018 to audit the financial statements for the period ending 30 June 2019 and subsequent financial periods. Our total uninterrupted period of engagement is 6 years, covering the periods ending 30 June 2019 to 30 June 2024.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
Daniel Hutson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
| Notes | Year ended 30 June 2024 £ | Year ended 30 June 2023 £ | |
|---|---|---|---|
| Administrative expenses | (686,298) | (549,487) | |
| Operating Loss | 3 | (686,298) | (549,487) |
| Interest receivable | 21 | - | |
| Loss before taxation | (686,277) | (549,487) | |
| Income tax expense | 6 | - | - |
| Loss and total comprehensive income for the year attributable to the owners of the company | (686,277) | (549,487) | |
| Earnings per share (basic and diluted) attributable to the equity holders (pence) | 7 | (0.15) | (0.17) |
The above results relate entirely to continuing activities.
The accompanying notes on pages 37 to 52 of the annual report form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2024
| Notes | Year ended 30 June 2024 £ | Year ended 30 June 2023 £ | |
|---|---|---|---|
| NON-CURRENT ASSETS | |||
| Exploration and evaluation assets | 8 | 5,761,853 | 5,605,870 |
| 5,761,853 | 5,605,870 | ||
| CURRENT ASSETS | |||
| Trade and other receivables | 9 | 31,521 | 135,459 |
| Cash and cash equivalents | 10 | 1,417,710 | 448,063 |
| 1,449,231 | 583,522 | ||
| TOTAL ASSETS | 7,211,084 | 6,189,392 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 11 | 259,277 | 312,938 |
| TOTAL LIABILITIES | 259,277 | 312,938 | |
| NET ASSETS | 6,951,807 | 5,876,454 | |
| EQUITY | |||
| Share capital | 12 | 5,419,653 | 3,368,177 |
| Share premium | 12 | 4,494,522 | 4,784,603 |
| Share based payment reserve | 13 | 539,329 | 539,093 |
| Retained loss | (3,501,697) | (2,815,420) | |
| TOTAL EQUITY | 6,951,807 | 5,876,454 | |
The accompanying notes on pages 37 to 52 of the annual report form part of these financial statements.
These financial statements were approved by the Board of Directors on 30 October 2024 and were signed on its behalf by:
______________________________
Lee Daniels
Executive Director
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
| 12 months to 30 June | 12 months to 30 June | |
|---|---|---|
| 2024 | 2023 | |
| £ | £ | |
| Cash flows from operating activities | ||
| Loss for the year | (686,277) | (549,487) |
| Adjustments for: | ||
| Less: Interest Received | (21) | - |
| Foreign exchange Gains/(Losses) | 1,823 | - |
| Operating cashflow before working capital movements | (684,475) | (549,487) |
| Decrease/(Increase) in trade and other receivables | 17,183 | (112,891) |
| (Decrease)/Increase in trade and other payables | (108,155) | 102,178 |
| Net cash outflow from operating activities | (775,447) | (560,200) |
| Cash flow from investing activities | ||
| Funds used for drilling and exploration | (16,558) | (907,245) |
| Interest received | 21 | - |
| Net cash outflow from investing activities | (16,537) | (907,245) |
| Cash flow from financing activities | ||
| Gross Proceeds from share issues | 2,000,000 | 908,000 |
| Proceeds from issue of Convertible Loan | 51,475 | - |
| Issue costs paid in cash / netted against proceeds | (289,844) | (88,576) |
| Net cash inflow from financing activities | 1,761,631 | 819,424 |
| Net Increase/(Decrease) in cash and cash equivalents | 969,647 | (648,021) |
| Cash and cash equivalents at beginning of the year | 448,063 | 1,096,084 |
| Cash and cash equivalents at end of the year | 1,417,710 | 448,063 |
Major non-cash transactions
During the year the Company issued a convertible loan to Liontown on the as part of the agreement for Liontown to explore for Lithium on the Company's acreage. The par value of the Convertible Loan was $AUD 100,000 (£51,475).
Following the completion of the Company's £2m fundraise in November 2023, it was agreed with Liontown Resources to amend the terms of the Convertible Loan Note.
Following the amendment Liontown agreed that Mila will convert the AS$100,000 into 5,147,475 fully paid Mila Ordinary Shares at a conversion price of 1 pence per share. In addition, Mila has also agreed to issue Liontown warrants to subscribe for up to a further 5,147,475 Ordinary Shares exerciseable at a price of 2 pence per share at any time until 29 January 2027.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
| Share Capital | Share Premium | Share Based Payment Reserve | Retained Loss | Total | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| Balance at 30 June 2022 | 3,065,511 | 4,267,846 | 543,813 | (2,270,653) | 5,606,517 |
| Total comprehensive income for the year | - | - | - | (549,487) | (549,487) |
| Transactions with Shareholders | |||||
| Expired Warrants | - | - | (4,720) | 4,720 | - |
| Capital Raising - Issue of shares | 302,667 | 605,333 | - | - | 908,000 |
| Capital Raising - Issue costs | - | (88,576) | - | - | (88,576) |
| Balance at 30 June 2023 | 3,368,178 | 4,784,603 | 539,093 | (2,815,420) | 5,876,454 |
| Total comprehensive income for the year | - | - | - | (686,277) | (686,277) |
| Transactions with Shareholders | |||||
| Capital Raising - Issue of shares | 2,000,000 | - | - | - | 2,000,000 |
| Capital Raising - Issue costs | - | (289,845) | - | - | (289,845) |
| Conversion of Convertible Loan | 51,475 | - | - | - | 51,475 |
| Share warrants expense | - | (236) | 236 | - | - |
| Balance at 30 June 2024 | 5,419,653 | 4,494,522 | 539,329 | (3,501,697) | 6,951,807 |
The accompanying notes on pages 37 to 52 of the annual report form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1 GENERAL INFORMATION
Mila Resources Plc (the "Company'') was listed on the London Stock Exchange in 2016 with a view to acquiring projects in the natural resources sector that have a significant innate value that could be unlocked without excessive capital. In November 2021, the Company acquired an interest in a gold exploration project in Western Australia.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The Company's financial statements for the year ended 30 June 2024 were authorised for issue by the Board of Directors on 30 October 2024 and were signed on the Board's behalf by Mr L Daniels.
2.2 Business Combinations
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition‑date amounts of the identifiable assets acquired, and the liabilities assumed. If, after reassessment, the net of the acquisition‑date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree and the fair value of the acquirers previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Acquisition‑related costs are recognised in profit or loss as incurred.
2.3 Going concern
The Company had a net cash inflow for the year of £969,647 (2023: outflow of (£648,021) and at 30 June 2024 had cash and cash equivalents balance of £1,417,710 (2022: £448,063).
An operating loss of £686,298 has been made and although the Company was in a net current asset position at 30 June 2024 and on November 2023 the Company raised £2m in new capital (before expenses) through a Placing of 200m New Ordinary Shares of GBP0.01 each.
Notwithstanding the loss incurred during the year under review, the Directors consider that it is appropriate to prepare the accounts on a going basis due to the current cash balance, following the fund raise in the year and that the Company has low levels of minimum spend to maintain the licences in good standing. In effect, material exploration expenditure is discretionary.
This potential transaction outlined in the Chairman's Statement (Page 4) has been considered as part of the going concern assessment and the Directors are satisfied that should the proposed transaction complete in the next 12 months the Company will be able to meet its obligations for the next 12 months. Hence the accounts have been prepared on a going concern basis.
New standards, amendments to standards and interpretations:
No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 July 2023 have had a material impact on the Company.
Standards issued but not yet effective:
| Standard | Impact on initial application | Effective date |
| IFRS 16 | Lease liability in a sale and leaseback (amendment to IFRS 16) | 1 January 2024 |
| IAS 1 | Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Classification of Non-current Liabilities with covenants | 1 January 2024 |
| IFRS 7 | Statement of Cash Flows (Supplier Finance Arrangements) Financial Instruments (Supplier Finance Arrangements) | 1 January 2024 |
| IAS21 | The Effects of Changes in Foreign Exchange Rate (Lack of Exchangeability) | 1 January 2024 |
2.5 Asset acquisition
Where an acquisition transaction constitutes the acquisition of an asset and not a business, 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.
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.
The Company recognises the fair value of contingent consideration in respect to an asset acquisition, where it is probable that a liability has been incurred, and the amount of that liability can be reasonably estimated. Such contingent consideration is recognized at the time control of the underlying asset is obtained, and such an amount is included in the initial measurement of the cost of the acquired assets.
2.6 Foreign currency translation
2.7 Financial instruments
Initial recognition
Classification
Financial assets at amortised cost
Financial liabilities at amortised cost
The proceeds, received on issue of the Group's convertible debt, are allocated into their liability and equity components. The amount initially attributed to the debt component equals the discounted cash flows, using a market rate of interest that would be payable on a similar debt instrument that does not include an option to convert. Subsequently, the debt component is accounted for as a financial liability, measured at amortised cost until extinguished on conversion or maturity of the bond. The remainder of the proceeds is allocated to the conversion option and is recognised within shareholders' equity, net of income tax effects.
Derecognition
A financial asset is de-recognised when:
- the rights to receive cash flows from the asset have expired, or
Impairment
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method (except for short-term receivables where interest is immaterial) less provisions for impairment.
Provisions for impairment of trade receivables are recognised for expected lifetime credit losses using the simplified approach. Impairment reviews of other receivables, including those due from related parties, use the general approach whereby 12-month expected losses are provided for and lifetime credit losses are only recognised where there has been a significant increase in credit risk, by monitoring the creditworthiness of the other party.
Cash and cash equivalents
Trade payables
Trade and other payables are initially measured at their fair value and are subsequently measured at their amortised cost using the effective interest rate method. This method allocates interest expense over the relevant period by applying the effective interest rate to the carrying amount of the liability.
2.8 Equity
Share capital is determined using the nominal value of shares that have been issued.
Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised, lapsed or cancelled.
2.9 Share-based payments
The Company records charges for share-based payments where options, warrants or other similar instruments are issued in lieu of services provided to the Company.
2.10 Taxation
2.11 Intangible assets - Exploration and evaluation expenditures (E&E)
Exploration expenditure incurred in the process of determining exploration targets is capitalised initially within intangible assets as exploration assets. Drilling costs are initially capitalised on a licence-by-licence basis until the success or otherwise has been established. Should the prospect prove to be commercially viable, the intangible assets are re-classified to Property, Plant and Equipment and depreciated over the estimated useful economic life. Where it is ultimately determined that the prospect is not commercially viable the Intangible asset balance is taken as a charge to the Statement of Comprehensive Income.
2.12 Impairment of Exploration and Evaluation assets
2.13 Critical accounting judgements and key sources of uncertainty
Impairment of intangible assets
2.14 Earnings per share
Basic earnings per share is calculated as profit or loss attributable to equity holders of the Company for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. The diluted earnings per share is the same as the basic earnings per share for 2024 because; all warrants and options in issue were out of the money at the year end and the Company reported a loss, hence including the additional dilution would have resulted in a reduction of the loss per share.
2.15 Segmental reporting
All operations and information are reviewed together therefore at present there is only one reportable operating segment.
The Company's strategy is to act as a post discovery accelerator, where the Company identifies target(s) that have already had an early-stage geological discovery. To date the Company has identified and invested on one target, namely the Kathleen Valley Project. Hence at the moment there is only one reportable operating segment.
OPERATING LOSS
This is stated after charging:
| 2024 £ | 2023 £ | |
|---|---|---|
| Auditor's remuneration | ||
| Audit of the Company | 42,500 | 40,000 |
| Directors' remuneration | 348,332 | 250,000 |
| Stock exchange and regulatory expenses | 34,069 | 10,536 |
| Other expenses | 261,397 | 248,951 |
| Operating expenses | 686,298 | 549,487 |
| 4. AUDITOR'S REMUNERATION | ||
| 2024 £ | 2023 £ | |
| Fees payable to the Company's current auditor: | ||
| - audit of the Company's financial statements | 42,500 | 40,000 |
| 42,500 | 40,000 | |
DIRECTORS AND STAFF COSTS
During the year the only employees of the Company were the Directors and as such key management personnel. Management remuneration, other benefits supplied and social security costs to the Directors during the year was as follows below. For Directors costs see the Directors remuneration report from page 23.
| 2024 £ | 2023 £ | |
|---|---|---|
| Salaries Social security costs Share based payments | 348,332 38,348 - | 250,000 25,369 - |
| 386,680 | 275,369 | |
| 6. TAXATION | ||
| 2024 £ | 2023 £ | |
The charge/credit for the year is made up as follows:
| 2024 £ | 2023 £ | |
|---|---|---|
| Salaries Social security costs Share based payments | 348,332 38,348 - | 250,000 25,369 - |
| Current tax | - | - |
| Deferred tax | - | - |
| Taxation charge / credit for the year | - | - |
| Loss per accounts | (686,277) | (549,487) |
| Tax credit at the standard rate of corporation tax in the UK of 19% (2023: 19%) | (130,393) | (104,403) |
| Impact of costs disallowed for tax purposes | 579 | 2,809 |
| Deferred tax in respect of temporary differences | - | - |
| Impact of unrelieved tax losses carried forward | 129,814 | 101,594 |
| - | - |
Estimated tax losses of £(3,334,575) (2023: £2,651,344) are available for relief against future profits and a deferred tax asset of £633,615 (2023: £503,756) has not been provided for in the accounts due to the uncertainty of future profits.
Factors affecting the future tax charge
The standard rate of corporation tax in the UK for Companies is 19%. Accordingly, the Company's effective tax rate for the period was 19% (2023: 19%).
Deferred taxation
No deferred tax asset has been recognised by the Company due to the uncertainty of generating sufficient future profits and tax liability against which to offset the tax losses. The estimated tax losses carried forward are as shown above.
EARNINGS PER SHARE
The calculation of the earnings per share is based on the loss for the financial period after taxation of £686,277 (2023: £549,487) and on the weighted average of 467,643,821 (2023: 327,554,881) ordinary shares in issue during the period.
The diluted profit per share is the same as the basic profit per share because the Company reported a loss, hence including the additional dilution would have resulted in a reduction of the loss per share.
| Earnings £ | Weighted average number of shares unit | Per-share amount pence | |
|---|---|---|---|
| 30 June 2024: Loss per share attributed to ordinary shareholders | (686,277) | 467,643,821 | (0.15) |
| 30 June 2023: Loss per share attributed to ordinary shareholders | (549,487) | 327,554,881 | (0.17) |
| 8. EXPLORATION AND EVALUATION ASSETS | |||
| At 30 June 2024 | At 30 June 2023 | ||
| £ | £ | ||
| Opening balance | 5,605,870 | 4,698,625 | |
| Exploration costs capitalised in the year | 155,983 | 1,092,201 | |
| Other movements | - | (184,956) | |
| Net book value | 5,761,853 | 5,605,870 | |
In November 2021, the Company acquired a 30% interest in the Kathleen Valley (Gold) Project for £2,812,500. The consideration was £300,000 in cash and the balance in new Mila shares. Transaction costs of £478,017 have also been capitalised. The principal assets are leases with rights to exploration of those leases in Western Australia. At the year end the capitalised exploration and evaluation assets totalled £5.8m (2023: £5.6m). All Exploration costs capitalised in the year relate to the Kathleen Valley Project.
Exploration and evaluation assets are regularly reviewed for indicators of impairment. If an indicator of impairment is found an impairment test is required, where the carrying value of the asset is compared with its recoverable amount. The recoverable amount is the higher of the assets fair value less costs to sell and value in use. The Directors are satisfied that no impairments are required for the current year.
TRADE AND OTHER RECEIVABLES
| 2024 £ | 2023 £ | |||
|---|---|---|---|---|
| Other receivables | 11,332 | 123,297 | ||
| Prepayments | 20,189 | 12,162 | ||
| 31,521 | 135,459 | |||
| 10. CASH AND CASH EQUIVALENTS | ||||
| 2024 £ | 2023 £ | |||
| Cash at bank | 1,417,710 | 448,063 | ||
| 1,417,710 | 448,063 | |||
| 11. TRADE AND OTHER PAYABLES | ||||
| 2024 £ | 2023 £ | |||
| Trade payables | 12,106 | 55,457 | ||
| Accruals and other payables | 247,171 | 257,481 | ||
| 259,277 | 312,938 | |||
| 12. SHARE CAPITAL / SHARE PREMIUM | ||||
| Number of shares on issue | Share capital £ | Share premium £ | Total £ | |
| Balance as at 30 June 2022 | 306,551,057 | 3,065,511 | 4,267,846 | 7,333,357 |
| Capital Raising | 30,266,651 | 302,667 | 516,757 | 819,424 |
| Balance as at 30 June 2023 | 336,817,708 | 3,368,178 | 4,784,603 | 8,152,781 |
| Capital Raising | 200,000,000 | 2,000,000 | - | 2,000,000 |
| Issue Costs | - | - | (289,845) | (289,845) |
| Conversion of Convertible Loan | 5,147,475 | 51,475 | - | 51,475 |
| Share warrants expense | - | - | (236) | (236) |
| Balance as at 30 June 2024 | 541,965,183 | 5,419,653 | 4,494,522 | 9,914,175 |
In November 2023, the Company completed a placing of 200m new fully paid ordinary shares with a nominal value of £0.01, raising gross proceeds of £2m before expenses.
The Directors held the following warrants at the beginning and end of the year:
| Director | At 30 June 2023 (1) | Granted during the year | At 30 June 2024 | Exercise price | Earliest date of exercise | Last date of exercise |
|---|---|---|---|---|---|---|
| M. Stephenson | 7,500,000 | - | 7,500,000 | £0.024 | 22 Nov 2021 | 31 Dec 2026 |
| L. Daniels | 7,500,000 | - | 7,500,000 | £0.024 | 22 Nov 2021 | 31 Dec 2026 |
| N. Hutchison | 5,000,000 | - | 5,000,000 | £0.024 | 22 Nov 2021 | 31 Dec 2026 |
| L. Mair | 2,000,000 | - | 2,000,000 | £0.024 | 22 Nov 2021 | 31 Dec 2026 |
| 22,000,000 | - | 22,000,000 |
- as outlined in the prospectus dated 29 October 2021.
The Directors held the following EMI Options at the beginning and end of the year:
| Director | At 30 June 2023 | Granted during the year | At 30 June 2024 | Exercise price | Earliest date of exercise | Last date of exercise |
|---|---|---|---|---|---|---|
| M. Stephenson | 3,500,000 | - | 3,500,000 | £0.024 | 10 Dec 2021 | 10 Dec 2026 |
| L. Daniels | 2,500,000 | - | 2,500,000 | £0.024 | 10 Dec 2021 | 10 Dec 2026 |
| 6,000,000 | - | 6,000,000 | ||||
| 13. SHARE BASED PAYMENT RESERVE AND SHARE BASED PAYMENTS | ||||||
| SHARE BASED PAYMENT RESERVE | ||||||
| 2024 £ | 2023 £ | |||||
| At 1 July | 539,093 | 543,813 | ||||
| Warrants expense | 236 | - | ||||
| At 30 June | 539,239 | 539,093 | ||||
| Warrants and Options in Issue | Number of Options in Issue | Number of Warrants in Issue | Weighted average exercise price | Expiry date | ||
| Balance at 30 June 2022 | 6,000,000 | 253,469,111 | £0.0429 | |||
| Expired during the year | - | (11,425,000) | £0.048 | 31 Dec 2022 | ||
| At 30 June 2023 | 6,000,000 | 242,044,111 | £0.0432 | |||
| Investor Warrants - Delayed until Nov 2023 prospectus, relating to Oct/Nov 2022 capital raise. | - | 30,266,650 | £0.048 | 14 Nov 2025 | ||
| Broker Warrants - Delayed until Nov 2023 prospectus, relating to Oct/Nov 2022 capital raise (1) | - | 717,332 | £0.03 | 14 Nov 2025 | ||
| Investor Warrants - relating to £2m capital raise in Nov 2023. | - | 200,000,000 | £0.02 | 9 Nov 2025 | ||
| Investor Warrants - relating to conversion of the Liontown Convertible Loan | - | 5,147,475 | £0.02 | 29 Jan 2027 | ||
| At 30 June 2024 | 6,000,000 | 478,175,568 | £0.034 | |||
During the period the Company raised £2m (before expenses) through a Placing of 200m New Ordinary Shares of GBP0.01 each ("Placing Shares") at a price of 1 pence per Placing Share. Investors in the Placing also received one two-year warrant per Placing Share to subscribe for one new ordinary share at a cost of 2p per share.
1 In October & November 2022 the Company raised £908,000 (before expenses) through a Placing of 30,266,651 New Ordinary Shares of GBP0.01 each at a price of 3 pence per Placing Share. Investors in this Placing also received one three-year warrant per Placing Share to subscribe for one new ordinary share at a cost of 4.8p per share. In addition, the Company also issued 717,332 broker warrants that are exercisable at 3p for a period of 3 years. Both the investor warrants and broker warrants were conditional on shareholder approval to increase the Company's share authorities. This approval was granted on 8 November 2023.
In July 2023 the Company announced that, together with the other owners of the Kathleen Valley licence, it had entered into an option agreement with a subsidiary of Liontown Resources Limited (ASX: LTR), granting Liontown the option to explore for lithium on the Kathleen Valley Licence Area in Western Australia. As part of that that arrangement Liontown invested A$100,000 in Mila through a Convertible Loan.
Following an amendment of the terms of the Convertible Loan in January 2024, Liontown agreed that Mila would convert the AS$100,000 into 5,147,475 fully paid Mila Ordinary Shares at a conversion price of 1 pence per share. In addition, Mila has also agreed to issue Liontown warrants to subscribe for up to a further 5,147,475 Ordinary Shares exercisable at a price of 2 pence per share at any time until 29 January 2027.
The market price of the shares at year end was 0.575 pence per share.
During the year, the minimum and maximum prices were 0.525 pence and 1.65 pence per share respectively.
SHARE BASED PAYMENTS - WARRANTS
There were no share based payments at 30 June 2024 and 30 June 2023.
CAPITAL COMMITMENTS
There were no capital commitments at 30 June 2024 and 30 June 2023.
CONTINGENT LIABILITIES
There were no contingent liabilities at 30 June 2024 and 30 June 2023.
COMMITMENTS UNDER LEASES
There were no commitments under operating leases at 30 June 2024 and 30 June 2023.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets by category
| 2024 £ | 2023 £ | |
|---|---|---|
| Current Assets: | ||
| Cash and cash equivalents | 1,417,710 | 448,063 |
| Trade and other receivables | 11,332 | 123,297 |
| Categorised as financial assets at amortised cost | 1,429,042 | 571,360 |
| Financial liabilities by category | ||
| 2024 £ | 2023 £ | |
| Current Liabilities: | ||
| Trade and other payables | 259,277 | 312,938 |
| Categorised as financial liabilities measured at amortised cost | 259,277 | 312,938 |
All amounts are short term and payable in 0 to 6 months.
Credit risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
| 2024 £ | 2023 £ | |
|---|---|---|
| Trade and other receivables | 11,332 | 123,297 |
| Cash and cash equivalents | 1,417,710 | 448,063 |
| 1,429,042 | 571,360 |
Capital management
Interest rate risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
| 2024 £ | 2023 £ | |
|---|---|---|
| Bank balances | 1,417,710 | 448,063 |
Credit and liquidity risk
Currency risk
RELATED PARTY TRANSACTIONS
Key management personnel compensation
The Directors are considered to be key management personnel. Detailed remuneration disclosures are provided in the remuneration report on pages 23 - 24.
There were no other related party transactions.
EVENTS SUBESQUENT TO YEAR END
No subsequent events have occurred since the year end.
CONTROL
In the opinion of the Directors there is no single ultimate controlling party.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.