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Final Results for the year ended 31 December 2024

30th Jun 2025 07:00

RNS Number : 8924O
Fulcrum Metals PLC
30 June 2025
 

 

 

Fulcrum Metals plc / EPIC: FMET / Market: AIM / Sector: Mining

 

 

30 June 2025

 

Fulcrum Metals plc

("Fulcrum" or the "Company" or the "Group")

 

Final Results for the year ended 31 December 2024

 

Fulcrum Metals plc (AIM: FMET), a technology led company focused on the recovery of precious metals from mine tailings in Canada, announces final results for the year ended 31 December 2024.

 

Corporate Highlights

· Signed definitive option agreement monetising the Company's uranium assets located in Saskatchewan, Canada, to Canadian Securities Exchange listed Terra Balcanica Resources Corp (CNSX: TERA) for up to CA$3.36million, CA$3.25million in work expenditures and a 1% net smelter return ("NSR") royalty with a 0.5% buy down for CA$1 million

· Successfully raised in excess of £860,000 from supportive investors and the Board of Directors

· Entered into Letter of Intent for the sale of the Tully Gold project to TSX Venture Exchange listed Loyalist Exploration Limited (TSXV:PNGC) for up to c.CAD$1.8m in cash and shares including 2% NSR royalty with a 0.5% buy down for CA$1 million

Operational Summary

· Advanced the Company's transformation into a technology-focused, and sustainable, gold tailings processing business

· Entered into an option agreement to acquire 100% of the Sylvanite gold tailings project containing an estimated 67,000 ounces. Sylvanite is the Company's second tailings project, strategically located approximately 3km from Teck Hughes, the Company's first tailings project in Kirkland Lake, Ontario

· Conducted successful exploration programmes across the Sylvanite and Teck Hughes projects:-

Six new auger sites at Sylvanite report an average 0.58g/t gold, 1.1g/t silver and 13.9g/t tellurium

Four new auger sites at Teck Hughes report an average 0.65g/t gold, 1.3g/t silver and 13g/t tellurium

Silver and tellurium have not been assayed for previously and the Board believe both Teck Hughes and Sylvanite could offer co-product potential enhancing the projects further. Especially given that Canada recognises tellurium as a critical mineral which could potentially enhance the importance of these projects in Canada.

· Initiated phased testing and study programmes at Teck-Hughes and Sylvanite to evaluate the efficiency of Extrakt Processing Solutions LLC ("Extrakt") cyanide free technology in recovering gold. The results from these programs have proven successful: -

Initial testing at Teck Hughes delivered gold recovery rates of 59.4% with leach times of between 3 to 6 hours

First phase testing at Sylvanite delivered gold recovery rates of 49% with leach times of between 3 to 6 hours

The initial results of testing with Extrakt's cyanide free technology has delivered breakthrough results nearly doubling the gold recovery and substantially reducing the leaching times by over 90% when compared to previous testing at Sylvanite in 2008 using cyanide-based test methods which achieved c.30% gold recovery in leaching times of 48 hours

Phase 2 conceptual study commenced at Teck-Hughes based on the initial test results, to provide an initial economic viability assessment of the project delivering operating plans, cost estimates, and provide a clear pathway to production

 

Post-period Highlights

· Appointment of Mitchell Smith as Non-Executive Chairman, bringing extensive board experience in Canada to the Company.

· Signed a Master Licence Agreement with Extrakt for the exclusive licencing of its cyanide free cutting-edge technology to unlock the in-situ value at Kirkland Lake projects and for legacy gold tailings across two of Canadas most prolific gold camps in Timmins and Kirkland Lake.

· Discovery of Gallium, Tellurium and Silver in all holes assayed to date at the Teck Hughes and Sylvanite projects. Gallium and Tellurium are recognised as critical minerals, key to the global energy transition

· The Teck Hughes Phase 2 initial conceptual study provides positive economics and a proven concept for tailings production at Teck Hughes

· Subscription by certain directors of the Company to raise £140,000

 

Financial Summary

 

· The Company generated no revenue during the period but focussed on exploring and developing assets that the Board believes will generate revenue and value for the Company and its shareholders in the future.

· For the year ended 31 December 2024 ("FY2024") the Company reported a pre-tax loss of £1,153,461 (year ended 31 December 2023 ("FY2023"): pre-tax loss of £1,714,423).

· The Company's net cash balance as at 31 December 2024 was £340,517 (31 December 2023: £620,924).

· Basic loss per share of 0.022p (FY2023 loss per share: 0.037p).

 

 Ryan Mee, Chief Executive Officer of Fulcrum Metals, commented:

 

"Over the past year, Fulcrum has positioned itself as a technology focused and sustainable gold tailings processing company.

 

"This has seen our mine tailings asset base strategically expanded in Kirkland Lake to now include Teck Hughes and Sylvanite whilst also signing value accretive disposal agreements on some of our exploration assets.

 

"The development of our mine tailings assets has seen the discovery of Silver, Tellurium and Gallium which could be valuable co-products alongside the Gold. Both Tellurium and Gallium are recognised by Canada as critical minerals, and thus in high demand.

 

"Our collaboration with Extrakt has been a key focus, and we are very pleased with the early success of the cyanide free leaching technology when applied to our Sylvanite and Teck-Hughes sites. Initial test work has shown significant improvements in gold recovery rates and a dramatic reduction in leaching times. Post-period we were delighted to announce the signing of our Master Licencing Agreement which cements our partnership with Extrakt and opens exciting long-term opportunities across more than 70 legacy mine sites throughout the Timmins and Kirkland Lake regions.

 

"Finally, I would like to welcome Mitchell Smith as Non-Executive Chairman. His deep regional expertise across Canadian mining jurisdictions and at corporate level will be instrumental as we continue to advance and unlock the potential of our tailings assets.

 

"We move into the new financial year with strong momentum off the back of signing the exclusivity agreement with Extrakt, a clearer strategic focus, and a growing pipeline of opportunities."

 

Qualified Person Statement

The technical information in this announcement has been reviewed by Edward (Ed) Slowey, BSc, PGeo, technical advisor to Fulcrum Metals Plc. Mr Slowey is a graduate geologist with more than 40 years' relevant experience in mineral exploration and mining and a founder member of the Institute of Geologists of Ireland. Mr Slowey has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which has been undertaken to qualify as a "Qualified Person" in accordance with the AIM Rules Guidance Note for Mining and Oil & Gas Companies. Mr Slowey consents to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

 

Technical Glossary

Au

Gold

Co

Cobalt

Cu

Copper

g/t

grams per metric tonne

NI 43-101 compliant

National Instrument 43-101 Standards of Disclosure for Mineral Projects is a securities regulatory instrument that governs how companies can disclose mining-related information in Canada.

ppm

Parts per million

 

 

For further information please visit https://fulcrummetals.com/ or contact:

Fulcrum Metals PLC

Ryan Mee (Chief Executive Officer)

Via St Brides Partners Limited

Allenby Capital Limited (Nominated Adviser)

Nick Athanas / Daniel Dearden-Williams

Tel: +44 (0) 203 328 5656

Clear Capital Markets Limited (Broker)

Bob Roberts

Tel: +44 (0) 203 869 6081

St Brides Partners Ltd (Financial PR)

Ana Ribeiro / Paul Dulieu

Tel: +44 (0) 20 7236 1177

 

Notes to Editors

 

About Fulcrum Metals PLC

 

Fulcrum Metals PLC (AIM: FMET) is an AIM listed technology led natural resources company focused on recovery of precious metals from mine tailings (previously milled and processed ore) in Canada using environmentally friendly leaching technology developed by Extrakt Process Solutions LLC and its associates (together "Extrakt"). The Company's initial projects are the mine waste sites of former significant producing Teck-Hughes and Sylvanite gold mines in Kirkland Lake, Ontario. The Company also has interests in a portfolio of highly prospective mineral exploration and development projects in Ontario and Saskatchewan in Canada.

 

Fulcrum has exclusive licenced use of Extrakt's proven leaching technology on gold mine waste sites over the mining districts of Timmins and Kirkland Lake. These are two of Canada's biggest gold camps with a history of over 110Moz Au produced over the past 100 years and more than 70 documented legacy mine waste sites. This presents Fulcrum with opportunity to develop into a significant environmentally friendly gold producing entity in the near term.

 

Chairman's Statement

This is my first address to shareholders as Non-Executive Chairman, and I am pleased to present the Company's final results for the year ended 31 December 2024.

 

2024 has been a pivotal year for Fulcrum, marked by significant progress in our transformation into a technology-driven business focused on the sustainable recovery of precious metals from mine tailings. This strategic shift reflects our commitment to creating a faster path to revenue generation and creating value for shareholders-well ahead of the typical 10 to 15 years it can take to bring a conventional mine into production.

 

To support this shift, in April 2024 the Company reinforced its focus on tailings processing by announcing an option agreement to acquire a 100% interest in the Sylvanite Gold Tailings project, located in Kirkland Lake, Ontario, Canada. Sylvanite is an ex-producing mine, strategically located just 3km from Fulcrum's Teck-Hughes Gold Tailings project-our first tailings investment made in November 2023-significantly expanding our footprint in the Kirkland Lake Gold Camp, one of Canada's most productive gold regions.

 

During the reporting period, we advanced operational activities across all our projects, with a particular focus on progressing a four-phase development programme at Teck-Hughes and Sylvanite aimed at testing Extrakt's proprietary non-toxic separation technology. This approach has proved prudent and has delivered exceptional results.

 

Phase 1 test work at Sylvanite showed up to 63% increase in gold recovery and significantly reduced leach times-from 48 hours to as little as 3 hours. Of particular note were the results of the Phase 2 high-level conceptual study at Teck-Hughes, undertaken by Extrakt and Testing Design Implement Solutions LLC ("TDI"), and announced post period.

 

The study indicated a Net Present Value at a 7.5% discount rate ("NPV7.5") of US$33 million and an Internal Rate of Return ("IRR") of 21.4%, based on a nine-year operational life and an estimated four-year payback period. This scenario assumes processing 2,000 tonnes of tailings per day, with an unoptimised gold recovery rate of 59.4% and a leach time of six hours. However, optimisation of the process could increase recovery rates to at least 70%.

 

A sensitivity analysis showed that a 25% increase in recovery rates to 74.25% could significantly enhance the economics of the project-raising the net present value to US$75.5 million, boosting the IRR to 37.7%, and reducing the payback period to under three years. Further upside potential exists through reduced leach times, improved reagent and water recycling, vacuum filtration of residue, and recovery of other valuable minerals from the pregnant leach solution.

 

Building on this strong technical foundation, a major strategic milestone was achieved post year-end. On 22 May 2025, Fulcrum signed a Master Licence Agreement ("MLA") with Extrakt Process Solutions LLC, granting Fulcrum exclusive rights to apply Extrakt's cutting-edge non-cyanide leach technology to legacy gold mine tailings across the Kirkland Lake and Timmins gold camps-two of Canada's most prolific mining regions, which together host over 70 known mine waste sites.

 

This exclusivity agreement positions Fulcrum as a leader in sustainable tailings reprocessing, providing a clear pathway to production at our flagship Teck-Hughes project, with scalability through Sylvanite and other local sites. With an estimated in situ value of over US$700 million in gold, gallium, tellurium and silver across Teck-Hughes and Sylvanite alone, the opportunity for long-term value creation is significant. The MLA spans an initial four-year term and can be extended for upto a total of 12 years, aligning with our strategic growth vision.

 

To accelerate these efforts, the Company announced on 13 September 2024 a successful equity financing in excess of £860,000 at 8p per share. This included an investor subscription, conversion of supplier fees, Director subscriptions, and the conversion of accrued Director salaries. The net proceeds of the financing were primarily used to support testing and onsite evaluation at Teck-Hughes and Sylvanite, as well as to fund working capital.  Post year end, in May 2025, there was also a subscription for shares by certain directors of the Company which raised £140,000.

 

Our sharpened focus on tailings technology has also led to strategic decisions regarding our non-core portfolio. On 8 July 2024, Fulcrum announced the divestment of its Saskatchewan uranium assets for up to CA$3.36 million, enabling the redirection of resources toward tailings processing and gold exploration. Post year-end, on 9 April 2025, the Company signed a binding letter of intent to divest the Tully Gold Project to Loyalist Exploration. The consideration includes CA$500,000 in cash, 89.3 million Loyalist shares (representing a 19.9% equity stake), a 2% net smelter return royalty, and milestone-based payments. The definitive agreement is subject to Loyalist completing a financing which is underway and is expected to be extended beyond 30 June 2025 to allow for the completion of the financing and relevant documentation. We continue to retain the Big Bear Gold Project, which remains drill-ready and is well-positioned for future growth, exploration, and development-or potential joint venture or divestment opportunities, depending on market conditions.

 

At the start of 2025, Fulcrum announced a restructuring of the Board. I was appointed Non-Executive Chairman, with Alan Mooney returning to his prior role as Non-Executive Director. These changes reflect and support Fulcrum's strategic growth ambitions and our geographical focus on Canada.

 

We have entered 2025 with strong momentum, a clear path to value creation, and a deep commitment to delivering results for our shareholders. I am confident that the year ahead will bring continued progress as we advance our projects, optimise our technology, and unlock new opportunities.

 

Mitchell Smith

Chairman

27 June 2025

 

 

Strategic Report

 

Operational Review

 

2024 marked a transformative year for Fulcrum Metals Plc, as the Company shifted its focus from early-stage hard rock exploration to low-risk, scalable, and sustainable tailings projects powered by innovative processing technology, with near-term cash flow potential. This strategy is further supported by the strategic monetisation of non-core assets.

 

1. Gold Tailings Projects

 

Licensing of Extrakt's Leaching Technology

 

During the year, Fulcrum advanced licensing discussions with Extrakt Process Solutions LLC ("Extrakt") and, by December 2024, had entered into non-binding exclusivity terms for applying Extrakt's proprietary technology across legacy mine waste in the Timmins and Kirkland Lake districts.

 

Post year end: On 22 May 2025, Fulcrum signed a four-year exclusive Master Licence Agreement with Extrakt for use of its leaching technology across the Timmins and Kirkland Lake gold camps, providing a commercial platform for scale.

 

Teck-Hughes Tailings Project

 

In November 2023, Fulcrum entered into a mining option agreement to acquire 100% of the Teck-Hughes Gold Tailings Project in Kirkland Lake, Ontario.

 

The Teck-Hughes Mine historically milled 9.57 million tonnes of ore, producing 3.7 million ounces of gold. Tailings from the site have been subject to historic sampling, with the most recent campaign conducted between 2018 and 2022. As part of that work, 95 auger samples were collected and assayed by Actlabs in Timmins. The highest recorded grade was 1.23 g/t Au, with 72 of 95 samples returning between 0.5 and 0.8 g/t Au. The average was 0.66 g/t Au.

 

Based on this data and results from a 1980 drilling campaign, a non-compliant resource estimate was prepared. It covers the north, west, and northeast sections of the tailings and totals 6.53 million tonnes at an average grade of 0.66 g/t Au, representing approximately 138,460 contained ounces of gold.

 

In January 2024, the Company announced a phased sampling and study programme with Extrakt, comprising:

 

1. High-level recovery investigation

2. Conceptual study

3. Detailed laboratory testing

4. Economic assessment

In May 2024, Phase 1 testing delivered highly promising results. Composite samples from six sites returned a weighted average grade of 0.717 g/t Au - a 16.9% increase over historical averages. In June 2024, leaching tests on "as-received" samples demonstrated initial gold recovery rates of up to 59.4% using Extrakt's non-toxic technology.

 

In October 2024, Fulcrum initiated additional auger hole sampling across 16 sites to expand the project database and better understand gold grade distribution. Results from four new sites averaged 0.65 g/t Au, 1.3 g/t Ag, and 13 g/t Te. Silver and tellurium had not previously been assayed and now offer potential by-product credits. Tellurium is also recognised as a Canadian critical mineral.

 

As a result of successful Phase 1 work, Phase 2 conceptual study activities began in December 2024, targeting operating plans and cost estimates for a tailings processing plant at Teck-Hughes. Sampling also

continued with the goal of supporting a future NI 43-101 compliant technical report.

 

Post Year-End: On 12 March 2025, Fulcrum announced the results of the Phase 2 Conceptual Study. The study reported a Net Present Value (NPV7.5) of US$33 million and an Internal Rate of Return (IRR) of 21.4% for a 2,000 tonnes-per-day operation. Sensitivity analysis indicated a potential NPV of US$75.5 million if gold recovery increases to 74%.

 

In April 2025, Fulcrum reported gallium present in all 15 auger holes tested to date, averaging 17 g/t. Gallium, also designated a critical mineral in Canada, further strengthens Teck-Hughes's profile as a multi-mineral project, alongside gold, silver, and tellurium.

 

Sylvanite Tailings Project

 

In April 2024, Fulcrum signed an option agreement to acquire 100% of the Sylvanite Gold Tailings Project, located 3 km from Teck-Hughes in Kirkland Lake, Ontario. Sylvanite significantly expands Fulcrum's footprint in one of Canada's most productive gold camps.

 

Sylvanite is the fourth largest gold producer historically in the district, having milled 4.58 million tonnes of ore and produced 1.67 million ounces of gold between 1927 and 1961. The project has a historical tailings resource estimate of up to 67,051 ounces of gold, with historic grades averaging around 0.47 g/t Au.

 

Previous test work conducted in 2008 suggested that combining gravity, grinding, and flotation could improve gold recovery from tailings to around 70%. Pilot plant testing by Advanced Reclaim Inc. in 2010 and 2012, using 850 kg of sample material, achieved 65-72% gold recovery. The 2012 campaign demonstrated a viable, scalable, non-chemical process for producing saleable gold concentrate, while also enhancing the tailings' suitability for environmental reclamation.

 

Under the option terms, Fulcrum will make staged payments of CA$240,000 in cash and CA$100,000 in shares over four years, and grant a 1.5% Net Smelter Return (NSR) royalty.

 

In June 2024, Fulcrum began Phase 1 testing with Extrakt, using the same programme as at Teck-Hughes. Thirty samples were collected from eight locations and split between Extrakt (for leach testing, ICP, and XRD analysis) and Actlabs in Timmins (for gold assay).

 

In November 2024, six new auger sites reported average grades of 0.58 g/t Au, 1.1 g/t Ag, and 13.9 g/t Te. Duplicates of seven resampled sites, sent to Extrakt, showed similar results. These grades are broadly in line with historical figures and indicate consistent mineralisation across the deposit.

 

Silver and tellurium had previously only been sampled in 2012, with in-situ grades of 1 g/t and 7.5 g/t respectively. Concentrate tests from that time yielded 21.5 g/t Au, 14.1 g/t Ag, and 152 g/t Te, suggesting significant by-product potential.

 

In December 2024, Fulcrum announced initial, un-optimised Phase 1 leach test results using Extrakt's technology. Composite samples returned a weighted average gold grade of 0.60 g/t Au, with recovery rates increasing by up to 63% - from 30% to 49% - in just 3 hours, a 94% reduction in leach time. These efficiency gains suggest that further optimisation could significantly enhance recovery.

 

Post Year-End: In April 2025, gallium averaging 17 g/t was identified in all Sylvanite assays tested to date, further bolstering the project's profile as a multi-commodity tailings asset. Sylvanite remains a key part of Fulcrum's strategy to deliver critical mineral supply alongside gold and silver recovery.

 

2. Uranium Portfolio

 

Throughout 2023 and early 2024, Fulcrum increased its uranium footprint in Saskatchewan by 220%, adding the Snowbird and South Pendleton properties. Exploration at Charlot-Neely and Fontaine Lake confirmed high-grade samples of up to 7,130 ppm U and highlighted both vein-type and unconformity-style mineralisation. Independent reports by Dahrouge Geological Consulting confirmed significant discovery potential.

 

On 30 January 2024, Fulcrum signed a letter of intent with Global Energy Metals Corporation for a 19.9% equity interest and a 0.5% NSR. However, a more favourable deal followed and on 3 April 2024, Fulcrum signed a non-binding LOI with Terra Balcanica Resources Corp ("Terra") for the option to acquire 100% of Fulcrum's uranium portfolio. Terms included staged payments totalling CA$3.36 million in cash and shares, a CA$3.25 million work commitment, and a retained 1% NSR with a 0.5% buydown for CA$1 million. On 2 July 2024, Fulcrum entered into a definitive option agreement with Terra for the sale of its uranium projects on the same terms.

 

3. Other Exploration Assets

 

Fulcrum continued to progress its Ontario gold portfolio during the year. The Tully Project received drill permits in January 2024 following detailed reviews and a photon assay programme, which confirmed historical data and enabled faster assay turnaround. Although drilling was planned for late 2024, it was deferred to prioritise nearer-term opportunities in the tailings portfolio.

 

Exploration at the Big Bear and Jackfish (Schreiber-Hemlo) projects remained encouraging, with a 3 km mineralised corridor identified and rock samples up to 45 g/t Au. Drill permitting progressed for five new high-priority geophysical targets.

 

Post Year-End: On 9 April 2025, Fulcrum signed a binding LOI to divest the Tully Gold Project to Loyalist Exploration. Consideration included CA$500,000 in cash, 89.3 million Loyalist shares (19.9% equity stake), a 2% NSR, and milestone-based payments. The definitive agreement is subject to Loyalist completing a financing which is underway and is expected to be extended beyond 30 Jun 2025 to allow for the completion of the financing and relevant documentation.

 

4. Corporate Developments

 

At the AGM on 3 June 2024, Clive Garston retired from his role as Non-Executive Chairman, marking the close of a key phase of corporate leadership. Alan Mooney served as Interim Chairman until 3 February 2025, when Mitchell Smith was appointed as Independent Non-Executive Chairman. Alan Mooney returned to his role as Independent Non-Executive Director.

 

Capital preservation remained a priority during the year. In September 2024, Fulcrum completed a Placing, raising gross proceeds of approximately £863,000, including £114,500 from Board members. In December 2024, the Company issued 240,000 shares in lieu of fees to conserve cash.

 

Post Year-End: In May 2025, members of the Board subscribed for a further £140,000 of new Ordinary Shares.

 

Outlook

Fulcrum concluded the year positioned to deliver cash flow from Teck-Hughes and Sylvanite, while retaining upside through uranium royalties and advanced gold exploration assets. The signing of the Master Licence Agreement with Extrakt in May 2025 marked a pivotal step in unlocking scalable value across the Company's tailings portfolio.

 

With a strong foundation in place and a clear focus on sustainable, efficient resource recovery, Fulcrum enters the second half of 2025 with momentum, confidence, and a business model aligned with future profitability and responsible mining.

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties of the Group are outlined below.

 

A majority of the Group's operating costs will be incurred in Canadian dollars, whilst the Group has raised capital in Pound Sterling

 

The Group will incur exploration costs in Canadian Dollars but it has raised capital in Pound Sterling. Fluctuations in exchange rates of the Canadian Dollar against Pound Sterling may materially affect the Group's translated results of operations. In addition, given the relatively small size of the Group, it may not be able to effectively hedge against risks associated with currency exchange rates at commercially realistic rates. Accordingly, any significant adverse fluctuations in currency rates could have a material adverse effect on the Group's business, financial condition and prospects to a much greater extent than might be expected for a larger enterprise.

 

The Group will need additional financial resources if it moves into commercial exploitation of any mineral resource that it discovers

 

The Group will require further financial resources to conduct its planned exploration and tailings activities, meet its committed licence obligations and cover its general operating costs over the next 12 months. The quantum of the financial resources required is dependent on planned disposals of some projects that are under discussion complete in addition to discovering and exploiting any mineral resource through its activities.

 

The Group has budgets for all near and short-term activities and plans, however in the longer term the potential for further exploration, development and production plans and additional initiatives may arise, which have not currently been identified and which may require additional financing which may not be available to the Group when needed, on acceptable terms, or at all. If the Group is unable to raise additional capital when needed or on suitable terms, the Group could be forced to delay, reduce, or eliminate its exploration, development, and production efforts.

 

Even if the Group makes a commercially viable discovery in the future there are significant risks associated with the ability of such a discovery generating any operational cashflows

 

The economics of developing mineral properties and tailing projects are affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of the minerals being mined, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Given that the Group is at the early exploration stage of its business many of these factors cannot be accurately assessed, costed, planned for or mitigated at the current time. As a result of these uncertainties, there can be no guarantee that mineral exploration and subsequent development of any of the Group's assets will result in profitable commercial operations.

 

The Group is not currently generating revenue and will not do so for in the near term

The Group is an exploration and development company and therefore it will remain involved in the process of exploring and assessing its asset base for some time. The Group is unlikely to generate revenues until such time as it has made a commercially viable discovery. Given the early stage of the Group's exploration business and tailings projects, and even if a potentially commercially recoverable reserve were to be discovered, there is a risk that the grade of mineralisation ultimately mined may differ from that indicated by drilling results and such differences could be material. Accordingly given the very preliminary stages of the Group's exploration activity it is not possible to give any assurance that the Group will ever be capable of generating revenue at the current time.

 

Key Performance Indicators

 

 

The key performance indicators are set out below:

 

 

 

Net Asset Value

31 Dec '24

£

3,106,150

31 Dec '23

£

3,680,971

Share Price

0.0775

0.1575

Market Capitalisation

4,791,511

7,868,848

 

Since the Company's shares were admitted to trading on the AIM market of the London Stock Exchange the share price of the Company has come into focus and has formed part of the key indicators monitored by management.

 

S172 Statement

 

The Directors of the Company, as those of all UK Companies must act in accordance with a set of general duties.

 

Set out below is the director's approach in complying with section 172 (1) (a) to (f) of the Companies Act 2006 when performing their duties.

 

Section 172 of the Companies Act requires the Directors' to promote the success of the Company. The Directors of the Company ensure that they act in good faith in the promotion of the success of the business and for the benefit of it's members as a whole. In undertaking this duty the directors of the Company have considered the following and endeavour to maintain a culture where these principles are upheld.

 

(a) Likely consequences of any long-term decisions

(b) The interests of the Company's employees

(c) The need to foster the Company's business relationships

(d) The impact of the Company's operations on the community and environment

(e) The maintenance of high standards of business conduct

(f) Act with integrity and fairness

 

In discharging the section 172 duties the Directors have regard to the factors set out above and give consideration to those factors when discharging those duties. The Directors also have regard to other factors which are considered relevant to the decision being made. The Directors acknowledge that every decision made will not necessarily result in a positive outcome for all of our stakeholders, however, the aim is to make sure that any decisions are consistent and predictable. The Board recognises that building strong relationships with our stakeholders will help to deliver the Group's strategy in line with our long-term values and operate the business in a sustainable way.

 

As is normal for large companies, the Board delegates authority for day-to-day management of the Group to executives and then engage management in setting, approving and overseeing execution of the business strategy and related policies. The Board reviews the financial and operational performance and legal and regulatory compliance at every Board meeting.

 

The Directors also review other areas over the course of the financial year including the Group's business strategy; key risks) the Group's risk appetite, operational resilience and workforce matters (including culture, wellbeing, ESG). This is done through the consideration and discussion of reports which are sent in advance of each Board meeting and through presentations to the Board.

 

The Group's key stakeholders are its investors, regulators and government and the workforce. Our suppliers are also important stakeholders of the Group. The views of and the impact of the Group's activities on those stakeholders are an important consideration for the directors when making relevant decisions. While there are cases where the Board itself judges that it should engage directly with certain stakeholder groups or on certain issues, the size and spread of both our stakeholders and the Group means that sometimes our stakeholder engagement will take place at an operational or Group level.

 

Monthly and Annual review of the Group's budget and business plan

The Board carries out a review of the Group's budget on both a monthly and annual basis. This includes approving budgets and business plans for the following year/years ahead and reviewing the cashflow forecasts.

 

In making its decision to approve the budgets, cashflows, business plans and future strategy of the Company, the Board also considered amongst other things, its impact on the long-term position of the Group and Company and its reputation as well as feedback from engagement exercises with the workforce and dialogue with all stakeholders and regulators.

 

The Directors of the Company endeavour to continue to uphold the principles as required by S172 of the Companies act in their ongoing discharge of duties.

 

Ryan Mee

Chief Executive Officer

27 June 2025

 

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

 

 

Note

2024

£

2023

£

Exceptional item

6

-

(646,708)

Administrative expenses

3

(1,067,346)

(985,684)

Loss from operations

 

(1,067,346)

(1,632,392)

Finance income

7

-

56,131

Finance expense

8

(86,115)

(138,162)

Loss before tax

 

Tax on loss

 

 

 

9

(1,153,461)

 

-

(1,714,423)

 

-

Loss for the year

(1,153,461)

(1,714,423)

Other comprehensive loss:

 

Foreign currency translation of foreign subsidiaries

(255,796)

(7,514)

Fair value movement on financial investments

(62,349)

-

(318,145)

(7,514)

Total comprehensive loss for the year

(1,471,606)

(1,721,937)

 

 

Loss Attributable to:

 

 Equity holders of the parent company

 

(1,471,606)

 

(1,721,937)

(1,471,606)

(1,721,937)

 

Earnings per share

 

10

 

(0.022)

 

(0.037)

Basic and diluted loss per share (pence per share)

 

 

 

All the activities of the company are from continuing operations.

 

 

The company has no other recognised items of income and expenses other than the results for the year as set out above.

 

The notes below form part of these financial statements.

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

 

 

 

Note

2024

£

 

2023

£

Assets

Non-current assets

 

 

Property, plant and equipment

11

504

1,040

Exploration & evaluation assets

12

3,401,715

3,883,651

Financial investments

14

77,550

-

Assets held for sale

15

214,097

-

Total Non-Current Assets

 

3,693,866

3,884,691

 

 

 

Current assets

 

 

Trade and other receivables

16

70,082

42,948

Cash and cash equivalents

17

340,517

620,924

 

410,599

663,872

 

Liabilities

Non-current liabilities

Trade and other liabilities Current liabilities

18

252,467

732,651

Trade and other liabilities

19

745,848

134,941

Total liabilities

 

998,315

867,592

Net assets

 

3,106,150

3,680,971

 

Capital and reserves

 

 

Called up share capital

21

618,259

499,609

Share premium

21

6,145,651

5,367,516

Share option reserve

22

288,122

288,122

Foreign exchange reserve

(272,479)

(16,683)

Other reserves

(134,678)

(134,678)

Financial assets at FVOCI reserve

(62,349)

-

Retained earnings

(3,476,376)

(2,322,915)

Total equity

 

3,106,150

 

3,680,971

 

 

 

 

 

 

 

 

The financial statements on pages 33 to 76 were approved and authorised for issue by the board of directors on 27 June 2025 and were signed on its behalf by:

 

Ryan Mee

 

John Hamilton

Director

Director

 

 

 

 

The notes below form part of these financial statements.

 

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

 

2024

 

2023

 

Assets

Note

£

 

£

Non-current assets

 

 

Property, plant and equipment

11

504

-

Investments

12

901,194

901,193

 

Current assets

 

901,698

901,193

Trade and other receivables

16

4,268,110

4,141,377

Cash and cash equivalents

17

332,064

81,733

 

4,600,174

4,223,110

 

5,501,872

5,124,303

 

 

Liabilities

Non-current liabilities

Trade and other liabilities

18

-

519,380

 

 

Current Liabilities

 

 

Trade and other liabilities

18

714,268

51,357

 

Net assets

 

4,787,604

 

4,553,566

 

 

 Issued capital and reserves attributable to owners of the parent

Share capital

21

618,259

499,609

Share premium account

21

6,145,651

5,367,516

Share option reserve

22

288,122

288,122

Other reserves

 

26,767

26,767

Retained earnings

 

(2,291,195)

(1,628,448)

Shareholders' funds

 

4,787,604

4,553,566

 

The financial statements on pages 33 to 76 were approved and authorised for issue by the board of directors on 27 June 2025 and were signed on its behalf by:

Ryan Mee

 

John Hamilton

Director

Director

 

 

 

The notes below form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

 

Share

capital

 

Share

premium

 

Share

option

reserve

 

Financial

assets at

FVOCI reserve

 

Foreign

exchange

reserve

 

 

Other

reserves

 

Retained

earnings

 

Total equity

£

 

£

 

£

 

£

 

£

 

£

 

£

 

£

At 1 January 2024 Comprehensive income for the year

499,609

5,367,516

288,122

-

(16,683)

(134,678)

(2,322,915)

3,680,971

Loss for the year

-

-

-

-

-

-

(1,153,461)

(1,153,461)

Other comprehensive

income

-

-

-

(62,349)

(255,796)

-

-

(318,145)

Total comprehensive

-

-

-

(62,349)

(255,796)

-

(1,153,461)

(1,471,606)

Contributions by and distributions to owners

Issue of share capital

118,650

829,348

-

-

-

-

-

947,998

Share issue costs

-

(51,213)

-

-

-

-

-

(51,213)

Total contributions by and distributions to owners

118,650

778,135

-

-

-

-

-

896,785

At 31 December 2024

618,259

 

6,145,651

 

288,122

 

(62,349)

 

(272,479)

 

(134,678)

 

(3,476,376)

 

3,106,150

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

 

Share

capital

 

Share

premium

 

Share

option

reserve

 

Foreign

exchange

reserve

 

 

Other

reserves

 

Retained

earnings

 

Total equity

£

 

£

 

£

 

£

 

£

 

£

 

£

At 1 January 2023 Comprehensive income for the year

190,992

710,200

448,356

(9,169)

(161,445)

(658,031)

520,903

Loss for the year

-

-

-

-

-

(1,714,423)

(1,714,423)

Other comprehensive

income

-

-

-

(7,514)

-

-

(7,514)

Total comprehensive

-

-

-

(7,514)

(255,796)

(1,714,423)

(1,721,937)

 

Contributions by and distributions to owners

Issue of share capital

308,617

4,904,074

-

-

-

-

5,212,691

Issue of options and warrants

-

-

288,122

-

-

-

288,122

Share issue costs

-

(246,758)

-

-

-

-

(246,758)

Cancellation of options and warrants

-

-

(448,356)

-

-

49,539

(398,817)

Equity component of convertible debt

-

-

-

-

26,767

-

26,767

Total contributions by and distributions to owners

308,617

4,657,316

(160,234)

-

26,767

49,539

4,882,005

 

 

 

 

 

 

 

 

At 31 December 2024

499,609

5,367,516

288,122

(16,683)

(134,678)

(2,322,915)

3,680,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Premium

Share premium is the amount subscribed for share capital in excess of nominal value.

 

Share option reserve

Share option reserve represents the valuation of warrants granted by the Group that have not yet been exercised.

 

Financial Assets at FVOCI Reserve

The Financial Assets at FVOCI Reserve represents the unrealised movement on financial investments.

 

Other Reserve

Other reserves represents the equity component of the Convertible loan notes issued by the Group.

 

Translation reserve

The translation reserve represents foreign exchange differences arising from the translation of the net assets of the Group's foreign operations from their functional currency into the Company's Functional currency, being Sterling, including the translation of the profits and losses of such operations from the average rate for the year to the closing rate at the Balance Sheet date.

 

Retained earnings

Retained earnings are all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

 

 

Share capital

£

 

Share premium

£

Share option reserve

£

 

Other reserves

£

 

Retained earnings

£

 

 

Total equity

£

At 10 October 2022 (date of incorporation)

 

-

 

-

 

-

 

-

 

-

 

-

Loss for the year

-

-

-

-

(1,628,448)

(1,628,448)

Total comprehensive income for the year

-

-

-

-

(1,628,448)

(1,628,448)

Issue of share capital

499,609

5,614,274

-

-

-

6,113,883

Issue of options, rights and warrants

-

-

288,122

-

-

288,122

Share issue costs

-

(246,758)

-

-

-

(246,758)

Issue of convertible debt

-

-

-

26,767

-

26,767

Total contributions by and distributions to owners

499,609

5,367,516

288,122

26,767

-

6,182,014

At 31 December 2023

499,609

5,367,516

288,122

26,767

(1,628,448)

4,553,566

At 1 January 2024

499,609

5,367,516

288,122

26,767

 

(1,628,448)

 

4,553,566

Loss for the year

-

-

-

-

(662,747)

(662,747)

Total comprehensive income for the year

-

-

-

-

(662,747)

(662,747)

Issue of share capital

118,650

839,348

-

-

-

947,998

Share issue costs

-

(51,213)

-

-

-

(51,213)

Total contributions by and distributions to owners

118,650

778,135

-

-

-

896,785

At 31 December 2024

618,259

6,145,651

288,122

26,767

(2,291,195)

(4,787,604)

 

Share Premium

Share premium is the amount subscribed for share capital in excess of nominal value.

 

Share option reserve

Share option reserve represents the valuation of warrants granted by the Group that have not yet been exercised.

 

Other Reserve

Other reserves represents the equity component of the Convertible loan notes issued by the Group.

 

Retained earnings

Retained earnings are all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

 

Note

2024

£

 

2023

£

Cash flows from operating activities

Loss for the year

 

(1,153,461)

(1,714,423)

 

 

Adjustments for:

 

 

Depreciation of property, plant and equipment

11

504

520

Impairment of exploration and evaluation assets

12

257,877

153,732

Finance income

 

-

(56,131)

Finance costs

9

86,115

138,162

Share based payment expense

 

-

45,594

Loss on exchange

 

(54,292)

7,605

 

 

Changes in:

 

 

Trade and other receivables

 

(27,134)

487,695

 

 

Trade and other payables

 

(6,605)

(447,110)

Net cash used in operating activities

 

 

(896,996)

 

(1,384,356)

 

 

 

Cash flows from investing activities

 

 

Purchase of exploration and evaluation assets

12

(396,701)

(1,321,053)

Proceeds on sale of options

 

13,868

-

Net cash used in investing activities

 

 

(382,833)

 

(1,321,053)

 

 

 

Cash flows from financing activities

 

 

Proceeds from an equity share issue

21

947,998

2,900,000

Proceeds from issue of new debt

 

-

520,000

Share issue costs

21

-

(174,000)

Interest paid

 

-

(16,250)

Net cash from financing activities

 

 

947,998

 

3,229,750

 

Net (decrease)/increase in cash and cash equivalents

 

(331,831)

524,341

Cash and cash equivalents at the beginning of year

 

620,924

96,985

Exchange gains/(loss) on cash and cash equivalents

 

51,424

(402)

Cash and cash equivalents at the end of the year

 

 

340,517

620,924

 

The notes on pages 43 to 76 form part of these financial statements.

 

 

 

 

 

 

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

Note

2024

£

 

From Oct'22 to Dec'23

£

Cash flows from operating activities

 

 

Loss for the year

 

(662,747)

(1,628,448)

 

 

Adjustments for:

 

 

Depreciation of property, plant and equipment

11

210

-

Finance costs

9

86,115

138,162

Share based payment expense

 

-

45,594

Net cash used in operating activities

 

 

(576,422)

 

(1,444,692)

 

 

Changes in:

 

 

 

 

 

Trade and other receivables

 

(36,071)

(29,444)

Trade and other payables

 

6,203

51,357

Movement on inter-company

 

(90,662)

(1,725,238)

Net cash used in operating activities

 

 

(696,952)

 

(3,148,017)

 

 

 

Cash flows from investing activities

 

 

Purchase of tangible assets

(714)

-

Cash flows from investing activities

(714)

-

Cash flows from financing activities

 

 

Proceeds from an equity share issue after costs

21

947,998

 

2,900,000

Share issue costs

21

-

(174,000)

Proceeds from issue of new debt

 

-

520,000

Finance costs

 

-

16,250

Net cash from financing activities

 

947,998

 

3,229,750

 

 

Net increase in cash and cash equivalents

 

250,332

 

 

81,733

Cash and cash equivalents at the beginning of year

81,733

 

-

Cash and cash equivalents at the end of the year

 

332,065

 

 

81,733

 

 

 

The notes on pages 43 to 76 form part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

1. General information

 

The Company is a public limited company, incorporated, domiciled, and registered in England and Wales. The registered number is 14409193. The Company's registered office and principal place of business is Unit 58, Basepoint Business Centre Isidore Road, Bromsgrove Enterprise Park, Bromsgrove, Worcestershire, B60 3ET, England.

 

2. Accounting policies

 

2.1 Basis of preparation

 

The financial statements have been prepared on the historical cost basis. Where the carrying value of assets and liabilities are calculated on a different basis, this is disclosed in the relevant accounting policy. The accounting policies have been applied consistently to all financial periods presented in the Consolidated Financial Statements.

 

The Group and Parent Company financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and their interpretations issued by the International Accounting Standards Board ("IASB") as adopted by the United Kingdom ("UK adopted IFRS") insofar as these apply to the financial statements.

 

The UK adopted IFRS as applied by the Group in the preparation of these financial statements are those that were effective on or before 1 January 2024.

 

2.2 Basis of consolidation

 

The consolidated financial statements include the results of Fulcrum Metals plc and its subsidiary undertakings. The financial statements of all group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

 

In February 2023, the Group was formed after the Company - prior to its IPO and listing on AIM - completed a share for share transaction with Fulcrum Metals Limited. The Board has taken the view that the most appropriate way to account for this in line with IFRS is to deem the share for share exchange as a group reconstruction. This has been accounted for under the basis of merger accounting given that the ultimate ownership before and after the transaction remained the same. There is currently no specific guidance on accounting for group reconstructions such as this transaction under IFRS's. In the absence of specific guidance, entities should select an appropriate accounting policy and IFRS permits the consideration of pronouncements of other standard-setting bodies. This group reconstruction as scoped out of IFRS 3 has therefore been accounted for using predecessor accounting principles resulting in the following practical effects;

 

(i)  The net assets of the Company and the predecessor group, Fulcrum Metals Limited and its subsidiary undertakings (the "Predecessor Group"), are combined using existing book values, with adjustments made as necessary to ensure that the same accounting policies are applied to the calculation of the net assets of both entities;

 

(ii) No amount is recognised as consideration for goodwill or negative goodwill;

 

(iii) The consolidated profit and loss account includes the profits or losses of the company and the Predecessor Group for the entire period, regardless of the date of the reconstruction, and the comparative amounts in the consolidated financial statements are restated to the figures presented by the Predecessor Group;

 

(iv) The retained earnings reserve includes the cumulative results of the Company and the Predecessor Group, regardless of the date of the reconstruction, and the comparative amounts in the statement of financial position are restated to those presented by the Predecessor Group.

 

2.3 Going concern

 

The Directors have prepared the financial statements on the going concern basis which assumes that the Group and Company will continue in operational existence for at least twelve months from the date of the approval of these financial statements as described below.

 

As a junior exploration company, the Directors are aware that the Company must seek funds from the market in the next 12 months to meet its investment and exploration plans.

 

The ability to continue as a going concern is dependent on the ability to secure additional funding and the Directors consider they have various options to do so, including the issue of equity and asset disposals.

 

The Company successfully raised £947,998 in the year ended 31 December 2024 through a combination of issuing new shares and Director loan conversions. Furthermore, the group entered into an agreement to sell its Uranium assets to Terra Balcanica Resources Corp. to provide funding and share consideration for the next 4 years, amounting to CAD 3,360,000 (£1,814,400) if exercised. As at the year-end date the Group had total cash reserves of £340,517 (2023: £620,924).

 

The Directors are aware of the reliance on fundraising within the next 12 months and the material uncertainty this presents. However, the Directors reviewed the Group's working capital forecasts they believe the Group is well placed to manage its business risks successfully providing the fundraising is successful. The financial statements have been prepared on a going concern basis and do not include adjustments that would result if the Group were unable to continue in operation.

 

2.4 Functional and presentation currency

 

The consolidated financial statements are presented in Pounds Sterling, which is the Group's presentation currency. Items included in the financial statements of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the group is Pound Sterling and the functional currency of the Subsidiaries are Canadian Dollar (CAD) and Euro (€).

 

Foreign Currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

 

2.5 Exploration and evaluation assets

 

Exploration and evaluation assets represent the cost of acquisitions by the Group of rights and licenses. All costs associated with the exploration and investment are capitalised on a project by project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses, but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established.

 

Any deferred contingent consideration payable in relation to acquisitions of licenses or options under the exploration projects is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration, which is deemed to be an asset or liability, are recognised either in the profit and loss account or in other comprehensive income, in accordance with IAS 39. Deferred and contingent consideration amounts payable in the next or subsequent financial years are discounted to present value with year-on-year changes reflected in the profit and loss account. Amounts payable based on the ultimate success of an exploration project are only recognised when there is a legal obligation in relation to the acquisition agreement, the amount can be reliably estimated and there is a strong likelihood of the amount being payable.

 

If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the reserve. Where a license is relinquished or a project abandoned, the related costs are written off. The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

 

Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions which led to the impairment improve. The Group continually monitors the position of the projects capitalised and impaired.

 

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the group has decided to discontinue such activities of that unit, the associated expenditures are written off to the income statement.

 

2.6 Trade and other receivables

 

Trade and other receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade and other receivables is established when there is objective evidence that the Group or Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the assets' carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the income statement.

 

2.7 Trade and other payables

 

Trade and other payables represent liabilities for goods and services provided to the Group or Company prior to the financial year, which are unpaid. Current liabilities represent those amounts falling due within one year.

 

2.8 Equity instrument

 

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments issued by the Group are recognised as the proceeds received, net of direct issue costs. The costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that would otherwise have been avoided.

 

The Company's Ordinary Shares are classified as equity instruments and are shown within the share capital and the share premium reserves.

 

2.9 Amortisation

 

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows: If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates. Expenditure that does not meet the above criteria is expensed as incurred.

 

2.10 Property, Plant & Equipment

 

Property, plant & equipment are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.

 

2.11 Depreciation

 

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

 

Fittings fixtures and equipment - 25% Straight Line

 

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

 

2.12 Investments

 

Shares in Group undertakings are held at cost less impairment provisions. Impairments occur where the recoverable value of the investment is less than its carrying value. The recoverable value of the investment is the higher of its fair value less costs to sell and value in use. Value In Use is based on the discounted future net cash flows of the investee.

 

2.13 Impairment

 

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 

When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash- generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

 

Exploration and evaluation assets are reviewed regularly for indicators of impairment and costs are written off where circumstances indicate that the carrying value might not be recoverable. In such circumstances, the exploration and evaluation asset is allocated to development and production assets within the same cash generating unit and tested for impairment. Any such impairment arising is recognised in the income statement for the period. Where there are no development and production assets, the impaired costs of exploration and evaluation are charged immediately to the income statement.

 

2.14 Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale when:

· They are available for immediate sale;

· Management is committed to a plan to sell; It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;

· An active programme to locate a buyer has been initiated;

The asset or disposal group is being marketed at a reasonable price in relation to its fair value, and,

· A sale is expected to complete within 12 months from the date of classification.

 

Non-current assets and disposal groups classified as held for sale are measured at the lower of:

 

· Their carrying amount immediately prior to being classified as held for sale in accordance with the group's accounting policy; and

· Fair value less costs of disposal. Following their classification as held for sale, non-current assets (including those in a disposal group) are not depreciated

The results of operations disposed during the year are included in the consolidated statement of comprehensive income up to the date of disposal.

 

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.

 

2.15 Financial Instruments Financial Assets

(i) Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss, loans and receivables, and available-for-sale, The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

(ii) Recognition and measurement

Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade and other receivable with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

 

The group classifies its financial assets 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 the contractual cash flows; and

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

 

(iii) Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate (EIR). The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit enhancements for which there

 

has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit

losses that result from default events that are possible within the next 12-months (a 12-month ECL). For this credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date. However, in certain cases, the Group may also consider a financial asset to be in default when contractual payments are 90 days past due.

 

However, in certain cases, the Group may also consider a financial to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

 

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

(iv)  Derecognition

The Group derecognises a financial asset only when the contractual rights to be cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of

 

ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at FVTPL.

 

2.16 Financial Liabilities

 

Financial Liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designed as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributes transaction costs. The Group's financial liabilities include trade and other payables.

 

Subsequent Measurement

The measurement of financial liabilities depends on their classification, as described below:

 

Trade and other Payables

After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

 

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

 

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are subsequently modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

 

2.17 Cash and Cash Equivalents

 

Cash and cash equivalents comprise cash at bank and in hand.

 

2.18 Share Capital, share premium and share option reserves

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the income statement.

 

Share option reserve consist of the proceeds on issue of the convertible loan note allocated to the equity component and warrant options awarded by the group.

 

2.19 Warrants

 

The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments.

**********

 

2.20 Changes in accounting policy

 

The following amendments are effective for the period beginning 1 January 2024:

 

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 17).

• Lease Liability in Sales and Leaseback (Amendments to IFRS 16)

• Classification of Liabilities as Current or Non- Current (Amendments to IAS 1); and

• Non-current Liabilities with Covenants (Amendments to IAS 1)

 

These amendments had no effect on the consolidated financial statements of the Group In the current year the group has applied a number of new and amended IFRS Accounting Standards issued by the International accounting Standards Board ("IASB") and adopted by the UK, that are effective for the first time for the financial year beginning 1 January 2024 Their adoption has not had any material impact on the disclosure or on the amounts reported in these financial statements.

 

New standards, interpretations and amendments effective from 1 January 2025 onwards

 

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

 

Effect annual periods beginning before or after

IAS 21

The Effects of Changes in Foreign Exchange RatesLack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)

 

1 January 2025

 IFRS 7

Financial Instruments: Disclosure

 

Amendments regarding the classification and measurement of financial instruments

 

 1 January 2026

 IFRS 7

Financial Instruments: Disclosure

 

Amendments resulting from Annual Improvements to IFRS Accounting Standards

 

 

 1 January 2026

 IFRS 7

Financial Instruments Contracts Referencing Nature-dependent Electricity

 

 

1 January 2026

 IFRS 9

Financial Instruments

Amendments regarding the classification and measurement of financial instruments

 

 

1 January 2026

 IFRS 9

Financial Instruments

Amendments resulting from Annual Improvements to IFRS Accounting Standards

 

 

 1 January 2026

 IFRS 9

Financial Instruments Contracts Referencing Nature-dependent Electricity

 

 

1 January 2026

 IFRS 18

Presentation and Disclosure of Financial Statements

Original issue

 

 

1 January 2027

 IFRS 19

Subsidiaries without Public Accountability: Disclosures

Original issue

 

1 January 2027

 

IFRS 18 Presentation and Disclosures in Financial Statements

 

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements.

 

IFRS 18 introduces new requirements to:

· present specified categories and defined subtotals in the statement of profit or loss

· provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements

· improve aggregation and disaggregation.

 

The Directors of the company anticipate that the application of these amendments may have an impact on the Company financial statements in future periods. The Company is currently assessing the effect of these new accounting standards and amendments. The Company does not expect to be eligible to apply IFRS 19.

 

2.21 Judgments and key sources of estimation uncertainty

 

The preparation of the Group Financial Statements in conformity with IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

 

Estimates and Judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Significant items subject to such estimates and assumptions include, but are not limited to:

 

2.21a Impairment of exploration and evaluation costs

 

Exploration and evaluation costs have a carrying value at 31 December 2024 of £3,401,715 (31 December 2023: £3,883,651): refer to note 11 for more information. The Group has a right to renew exploration permits and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the according policy stated in the exploration and evaluation assets accounting policy.

 

Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration the expected cost of extraction, long term metal prices, anticipated resource volumes  and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration.

 

The Directors concluded that an impairment charge of £257,877 (2023: £153,732) was required as at 31 December 2024. See note 11 for the Directors' assessment.

 

2.22 Taxation

 

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the reporting date.

Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

• In respect of taxable temporary differences associated with investments in subsidiaries, where the

timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

• Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be

available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

• Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are

expected to apply when the related asset is realised or liability is settled, based on tax rates or laws enacted or substantively enacted at the reporting date.

• The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are offset only if certain criteria are met. Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise, income tax is recognised in the income statement.

 

3. Operating loss

Operating loss is stated after charging/(crediting):

2024

2023

£

£

Depreciation of property, plant & equipment

504

520

Impairment of exploration and evaluation assets

257,877

153,732

Foreign exchange differences

11,178

66,673

Auditors' remuneration (note 4)

41,120

112,018

Staff costs (note 5)

178,997

 

4. Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditor:

 

2024

2023

£

£

Fees payable to the Company's auditor for the audit of the Group and Company accounts

41,120

35,000

Fees payable to the auditor of the component Company's accounts

-

12,018

Total audit fees

41,120

47,018

Fees payable to the Company's auditor for acting as reporting accountant:

-

65,000

Total non-audit fees

-

65,000

 

5. Employee benefit expenses

Group

2024

2023

£

£

The aggregate payroll costs incurred during the year were:

 

Wages and salaries

169,949

191,037

National insurance

9,048

9,831

178,997

200,868

 

 

See Note 27 for Directors' remuneration and key management compensation.

 

The average number of persons, including the directors, employed by the company during the year was as follows:

2024

No.

2023

No.

Average number of employees

5

 

5

 

 

6. Exceptional items

 

2024

£

 

2023

£

Exceptional items

-

646,708

-

646,708

 

These were legal and professional costs incurred relating to the Company's admission to AIM.

 

 

 

7. Finance income

 

2024

£

2023

£

Other interest receivable and similar income

-

56,131

-

56,131

 

The finance income was related to the fair value movement on Convertible Loan Notes.

 

8. Finance costs

 

2024

£

2023

£

Warrants granted

-

95,785

Convertible loan note related costs

86,115

42,377

86,115

138,162

 

 

9. Tax on loss

 

2024

£

2023

£

Tax on loss

-

-

Reconciliation of tax expense

-

-

 

 

The tax assessed on the loss for the year is higher than (2023: higher than) the effective rate of corporation tax in the UK of 25% (2023: 23.50%).

 

2024

£

2023

£

Loss before taxation

(1,153,461)

(1,714,423)

 

Loss multiplied by rate of tax (25% (2023: 23.5%))

(288,365)

(402,889)

Unrelieved tax losses

211,093

188,457

Exceptional items

-

141,262

Share based payments

-

33,224

Impairment Provision

64,469

36,127

Effect of expenses not deductible for tax purposes

12,803

3,819

Tax on loss

-

-

 

The standard rate of UK Corporation tax increased from 19% to 25% on 1 April 2023.

 

The Group has incurred tax losses for the year. The amount of the unutilised tax losses has not been recognised in the financial statements as the recovery of this benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen. The estimated unrecognised deferred tax asset at year end is £377,314 (2023: £178,000)

 

10. Earnings per share

(i) Group basic loss per share

2024

 

2023

Basic loss per share from continuing operations (pence per share)

(2.186)

(3.719)

 

(ii) Group diluted loss per share

 

 

2024

 

2023

Diluted loss per share from continuing operations (pence per share)

 

(2.186)

 

(3.719)

 

(iii) Reconciliation of earnings used in calculating earnings per share

2024

£

 

2023

£

Loss for the year attributable to the Group

(1,153,461)

(1,714,423)

 

Loss from continuing operations attributable to the ordinary equity holders of the Company:

Used in calculating basic loss per share

(1,153,461)

(1,714,423)

Used in calculating diluted earnings per share

 

(1,153,461)

 

(1,714,423)

Loss attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share

 

 

(1,153,461)

 

 

(1,714,423)

 

(iv) Weighted average number of shares used as the denominator

2024

Number

 

2023

Number

Weighted average number of ordinary shares in issue

52,765,984

46,104,782

 

There is no difference between diluted loss per share and basic loss per share due to the loss position of the Group. Convertible loan notes and Warrants could potentially dilute basic earnings per share in the future but were not included in the calculations of diluted earnings per share as they are anti-dilutive for the year presented.

 

11. Property, plant and equipment

Group

Fixtures and

fittings

 

Total

£

£

Cost or valuation

At 1 January 2023

2,122

2,122

Foreign exchange movements

(32)

(32)

At 31 December 2023

2,090

2,090

Foreign exchange movements

(30)

(30)

At 31 December 2024

2,060

2,060

 

Fixtures and

fittings

 

 

Total

£

£

Accumulated depreciation and impairment

At 1 January 2023

530

530

Charge for the year

520

520

At 31 December 2023

1,050

1,050

Charge for the year

506

506

At 31 December 2024

1,556

1,556

 

Net book value

At 31 December 2023

1,040

1,040

At 31 December 2024

504

504

 

Company

 

Fixtures and

fittings

 

Total

£

£

Cost or valuation

At 1 January 2023

-

-

Asset additions

-

-

At 31 December 2023

 

-

 

-

Asset additions

714

714

At 31 December 2024

 

714

 

714

 

Fixtures and

fittings

 

 

Total

£

£

Accumulated depreciation and impairment

At 1 January 2023

-

-

Charge for the year

-

-

At 31 December 2023

-

-

Charge for the year

210

210

At 31 December 2024

 

210

 

210

 

Net book value

At 31 December 2023

-

-

At 31 December 2024

504

504

 

12. Exploration and evaluation assets

 

Exploration and evaluation assets include both internally generated and acquired assets. These are measured at cost and have an indefinite asset life, for so long as the underlying exploration licences are held and maintained. Once the pre-production phase has been entered into, the exploration and evaluation assets will commence to be amortised.

 

Exploration

and evaluation

assets

 

 

Total

£

£

Cost

At 1 January 2023

675,419

675,419

Additions

3,407,835

3,407,835

Foreign exchange movement

(22,746)

(22,746)

At 31 December 2023

4,060,508

4,060,508

Additions

396,701

396,701

Reclassified to held for sale

(367,864)

(367,864)

Foreign exchange movement

(264,465)

(264,465)

At 31 December 2024

3,824,880

3,824,880

 

Exploration

and evaluation

assets

 

 

 

 

Total

£

£

Accumulated amortisation and impairment

At 1 January 2023

23,930

23,930

Impairment charge

153,732

153,732

Foreign exchange movement

(805)

(805)

At 31 December 2023

176,857

176,857

Impairment charge

257,877

257,877

Foreign exchange movement

(11,569)

(11,569)

At 31 December 2024

423,165

423,165

 

 

 

Exploration

 and evaluation

assets

 

Total

Net book value At 1 January 2023

£

651,489

£

651,489

At 31 December 2023

3,883,651

3,883,651

At 31 December 2024

3,401,715

3,401,715

The impairment amounts noted above relate to the following five properties: Beaver

Trap

100% impaired

Tocheri Lake

100% impaired

Dog Lake

100% impaired

Carib Creek

100% impaired

Jackfish Lake

50% impaired

 

The Directors have indicated that all future project expenditure will be focused on projects with developed exploration targets. In noting this, the Directors confirm that in addition to the three projects impaired in 2023; Beaver Trap and Tocheri Lake fully impaired and Dog Lake be impaired by a further 50% to be fully impaired, Jackfish Lake impaired by 50% and Carib Creek impaired by 100%.

 

Regarding the rest of the projects, the Directors have received no indication, from Geological tests that would require them to consider an impairment charge to any of the remaining mining claims. The carrying amount of each project is shown below.

 

Cost b/fwd

Additions

FX movement

on cost b/fwd

Total impairment

Transfer to held for sale

Carrying amount

£

£

£

£

£

£

Teck-Hughes

222,159

140,635

(14,516)

-

-

348,278

Sylvanite Tailings

-

205,698

-

-

-

205,698

Big Bear

2,171,095

3,462

(140,895)

-

-

2,033,662

Tully Gold Project

557,053

9,242

(36,437)

-

-

529,858

Jackfish Lake

310,371

1,312

(20,301)

(145,653)

-

145,729

Dog Lake

90,987

1,262

(5,950)

(86,299)

-

-

Syenite Lake

67,392

466

(4,408)

-

-

63,450

Beaver Trap

42,132

-

(2,756)

(39,376)

-

-

Carib Creek

70,145

2,888

(4,590)

(68,443)

-

-

Tocheri Lake

89,230

-

(5,836)

(83,394)

-

-

Rongie Lake & Lost Lake

80,290

-

(5,250)

-

-

75,040

Fontaine & Charlot Lake

139,182

9,102

(9,105)

-

(139,179)

-

South & North Neely Lake

181,714

9,457

(11,886)

-

(179,285)

-

Charlot-Neely West

3,868

-

(253)

-

(3,615)

-

South Pendleton

5,945

869

(389)

-

(6,425)

-

Snowbird

28,945

12,308

(1,893)

-

(39,360)

-

4,060,508

396,701

(264,465)

(423,165)

(367,864)

3,401,715

 

13. Investments in subsidiaries

 

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Country of

Registration

Class of share

Proportion of ownership interest and voting power held by the Group (%)

2024

2023

Fulcrum Metals Limited

Ireland

Ordinary

100

100

Fulcrum Metals No.2 (Canada) Limited

Canada

Ordinary

100

100

Fulcrum Metals (Canada) Limited*

Canada

Ordinary

100

100

Fulcrum Envirotech Corp.

Canada

Ordinary

100

-

 

*Indirectly held by Fulcrum Metals Limited

Company

 

 

2024

£

 

2023

£

Investments in subsidiary companies

901,194

901,193

901,194

901,193

 

 

14. Financial investment

 

As stated in Note 14, Fulcrum Metals (Canada) Limited received CAD250,000 of shares in Terra 5Balcanica in consideration of the closing of the Option Agreement. This resulted in Fulcrum receiving 1,997,151 shares in Terra Balcanica at a value of CAD0.1252 in line with the 10-Day Volume Weighted Average Price ("VWAP").

 

The shares in Terra Balcanica showed the following movement in fair value and had the valuation at 31 December 2024;

 

31/12/2024

24/07/2024

CAD/GBP

1.8027

1.7870

 

Number of shares held

 

1,997,151

 

1,997,151

Value of Shares (CAD)

139,801

250,000

Value of Shares (£)

77,551

139,899

Share price (CAD)

0.0700

0.1252

Fair Value loss on Financial Investment (£)

  (62,349)

 

 

15. Assets held for sale

Group

 

(i) General description

 

Terra Balcanica Option Agreement for Uranium Assets.

 

On 2 July 2024, Fulcrum Metals (Canada) Limited ('Fulcrum') entered into a definitive agreement with Terra Balcanica Resources Corp. ("Terra Balcanica"). Terra Balcanica has an option to acquire a 100% interest in Fulcrum's Charlot - Neely, Fontaine Lake, Snowbird and South Pendleton uranium licenses (the 'Licenses') located in northern Saskatchewan, Canada.

 

In consideration for the four year option the Company received CAD 7,500 for exclusivity on execution of signing of the Letter of Intent, and CAD 25,000 less the CAD 7,500 (CAD 17,500 Paid) exclusivity payment on execution of closing of the Option Agreement. Additionally, Terra Balcanica shall pay Fulcrum cash according to the schedule below:

 

CAD 50,000 on the first anniversary of closing of the Option Agreement

CAD 75,000 on the second anniversary of closing of the Option Agreement

CAD 75,000 on the third anniversary of closing of the Option Agreement

CAD 75,000 on the fourth anniversary of closing of the Option Agreement

 

and Fulcrum to receive shares of Tera Balcanica at the 10-Day Volume Weighted Average Price ('VWAP') prior to the date of issuance as per the following schedule:

 

CAD 250,000 on closing of the Option Agreement (received)

CAD 350,000 on the first anniversary of closing of the Option Agreement

CAD 500,000 on the second anniversary of closing of the Option Agreement

CAD 650,000 on the third anniversary of closing of the Option Agreement and

CAD 1,250,000 on the fourth anniversary of closing of the Option Agreement.

 

Terra Balcanica will also complete minimum work expenditures totalling CAD 3,250,000 prior to the fourth anniversary of the Option Agreement and will grant Fulcrum a 10% Net Smelter Return on all claims with buydown option of 0.5% NSR for CAD 1,000,000. All amounts are in CAD.

 

As of the reporting date, the Licenses have been reclassified as non-current assets held for sale in accordance with IFRS 5. The carrying amount of the Licenses is measured at the lower of its carrying amount and fair value less costs to sell.

 

(ii) Assets held for sale

 

2024

£

2023

£

Transfer from Exploration and Evaluation Assets

367,864

-

Payments received in cash and shares

(153,767)

-

 

214,097

-

 

16. Trade and other receivables

Group

2024

£

 

2023

£

Prepayments

50,768

21,612

Other receivables

19,314

21,336

70,082

42,948

 

Company

 

2024

£

2023

£

Amounts owed by group undertakings

4,202,595

4,111,933

Prepayments

50,768

19,431

Other receivables

14,747

10,013

4,268,110

4,141,377

 

17. Cash and cash equivalents

 

Cash and cash equivalent comprise cash held at bank

Group

Group

Company

Company

2024

2023

2024

2023

£

£

£

£

Bank and cash balances

340,517

620,924

332,064

81,733

 

18. Trade and other payables

Group

2024

£

 

2023

£

Non-current

 

Convertible Loan Notes (Note 20)

-

519,380

Deferred consideration (Note 19)

252,467

213,271

Total non-current trade and other payables

252,467

732,651

 

2024

£

 

2023

£

Current

 

Trade payables

72,661

48,237

Convertible Loan Notes (Note 20)

605,495

-

Accruals

61,794

44,339

Social security and other taxes

5,898

6,753

Deferred consideration (Note 19)

-

35,612

Total current trade and other payables

745,848

134,941

 

Company

 

2024

£

2023

£

Non-current

 

Convertible Loan Notes (Note 20)

-

519,380

Total non-current trade and other payables

-

519,380

 

2024

£

 

2023

£

Current

 

Trade payables

54,123

14,604

Convertible Loan Notes (Note 20)

605,495

-

Accruals

48,752

30,000

Social security and other taxes

5,898

6,753

Total current trade and other payables

714,268

51,357

 

19. Deferred consideration

 

2024

2023

£

£

Current liabilities payable within 1 year

 

 

Amount due to Dunn Mining

-

(35,612)

-

(35,612)

Non-current liabilities

 

 

Amount due to Teck-Hughes and Sylvanite

(252,467)

(213,271)

(252,467)

(213,271)

 

On the 24th November 2023 Fulcrum Metals (Canada) Ltd agreed a deal with both Gary and Jonathan Dunn of Dunn Mining to take an option on three further properties in the Saskatchewan region to supplement its landholding in the area. On 28th June 2024, Fulcrum Metals (Canada) Ltd, exercised an agreement, to acquire a 100% interest in the Charlot-Neely Lake, South Pendleton and Snowbird uranium projects (the "Dunn Option Uranium Projects") located in Saskatchewan, Canada.

 

On receipt of the Dunn Option, Fulcrum paid a cash consideration to the Dunn Option Vendors of CAD 5,000 and upon exercising the Dunn Option on 28 June 2024, Fulcrum has paid the Dunn Option Vendors a further cash consideration of CAD 60,000.

 

On 24th November 2023 Fulcrum metals (Canada) Ltd agreed a deal with Teck-Hughes to take an option on the property in the Ontario region to supplement its landholding in the area. Consideration was CAD 15,000 upfront, future payment of CAD 25,000 is contingent on receipt of the recovery permit, with payments of CAD 250,000 per year for two consecutive years on the anniversary of the receipt of this recovery permit. During the year ended 31 December 2024, payments of CAD 250,000 were made to the optionors Teck-Hughes.

 

Fulcrum Metals (Canada) announced an option agreement to acquire a 100% interest in the Sylvanite Gold Tailings Project in April 2024. There was a signing-on fee of CAD 25,000 and an acquisition price of CAD 340,000 (CAD 240,000 cash and CAD 100,000 in Fulcrum shares) spread over a four- year period. Fulcrum will also be granting the vendors a 1.5% NSR.

 

The amounts payable over time have been discounted to present value. Each year the liability is increased by the interest rate used in the discounting calculation with subsequent increases expensed in finance costs.

 

20. Convertible loan notes

 

On 8 February 2023, the 2022 CLNs issued by Fulcrum Metals Limited to investors were cancelled and reissued in the name of Fulcrum Metals PLC, under a deed of surrender and cancellation agreement which was entered into on 24 November 2022. Under this agreement the 2022 loan notes were cancelled and, in their place (and consideration of the creation of an inter-company debt of £453,463 owed by FML to Fulcrum Metals PLC), Fulcrum Metals PLC issued £453,463 of new loan notes. Subsequently, following the IPO onto the AIM market in London, the CLN holders exercised their right to convert the loan notes to shares capital under the loan note agreement.

 

On 31 July 2023, Fulcrum Metals PLC issued convertible loan notes (the "2023 CLNs") to investors to raise funds of £520,000 at an issue price of £1.00 per note. The notes are convertible into ordinary shares of the Company if the trigger event conditions are met prior to the expiry date of 31 July 2025. The trigger event conditions will be met if the volume-weighted average price (VWAP) is at or above 24p for five consecutive Dealing Days. On the Conversion Date, the principal amount of the Notes and all accrued but unpaid interest on such principal amount up to the Conversion Date will convert into such number of new fully paid Ordinary Shares, with the conversion price of 18.5p.

 

Under the terms of these CLNs, the notes accrue interest at 12% per annum compounded semi- annually on 30 June and 31 December, calculated on the basis of a 365-day year. Interest shall accrue and be paid in arrears to the registered noteholders on the Redemption Date or otherwise, prior to the Redemption Date, shall be included as part of the balance to be converted.

 

There are two scenarios where the CLNs are converted. First at the discretion of the CLN holders at any time prior to the Redemption Date, and secondly in the case of the Trigger event occurring.

 

The net proceeds received from the issued of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity of the company, as follows:

 

Group

Group

Company

Company

2024

£

2023

£

2024

£

2023

£

Liability component due over one year (including accrued interest)

 

-

 

519,380

 

-

 

519,380

Liability component due in one year (including accrued interest)

 

605,495

 

-

 

605,495

 

-

Equity component recognised in Other reserves

 

(26,767)

 

(26,767)

 

(26,767)

 

(26,767)

Finance expense included in liability component

 

86,115

 

26,157

 

86,115

 

26,157

 

The Group regularly reviews its capital structure on the basis of its expected capital requirements in order to achieve the defined strategic objectives and manages its capital accordingly.

 

21. Share capital

Issued, called up and fully paid

Number of Ordinary share

 

Share Capital

 

Share Premium

 

Total

£

£

£

On incorporation

2

-

-

-

Share for share exchange 24 November 2022

19,099,230

190,992

710,200

901,192

Share issue on AIM listing 14 February 2023

16,571,429

165,714

2,734,286

2,900,000

Share issue upon exercise of CLNs 14 February 2023

3,602,411

36,024

405,271

441,295

Share issue as consideration for AIM listing fees 14 February 2023

42,857

429

7,072

7,501

Share issue as consideration for IPO 14 February 2023

9,971,839

99,719

1,645,353

1,745,072

Issue of shares as repayment of Director's Loans 14 February 2023

571,428

5,714

94,286

100,000

Issue of shares as finders fee 17 August 2023

101,749

1,017

17,806

18,823

Share Issue costs

-

-

(174,000)

(174,000)

Broker and Nomad Warrants

-

-

(72,758)

(72,758)

At 31 December 2023

49,960,943

 

499,609

 

5,367,516

 

5,867,125

Share issue 20 September 2024

8,568,750

85,688

599,813

685,500

Director Contribution share issue 07 October 2024

1,431,250

14,313

100,185

114,498

Further subscription 07 October 2024

1,625,000

16,250

113,750

130,000

Allotment of shares for Services 24 December 2024

240,000

2,400

15,600

18,000

Share issue costs

-

-

(51,213)

(51,213)

At 31 December 2024

61,825,943

 

618,259

 

6,145,651

 

6,763,911

 

On 8 February 2023, the Company entered into an agreement with Clear Capital, on an equity settlement basis, for the exchange of services. Per this agreement the Company granted Clear Capital 994,286 warrants to subscribe for 994,286 Ordinary Shares at £0.175 per share.

 

On 8 February 2023, the Company entered into an agreement with Allenby Capital, on an equity settlement basis, for the exchange of services. Per this agreement the Company granted Allenby Capital 623,240 warrants to subscribe for 623,240 Ordinary Shares at £0.175 per share.

 

On 14 February 2023, the Company completed a placing of 16,571,429 ordinary shares at a price of

£0.175 per ordinary share raising a total of £2,900,000.

 

On 14 February 2023, the Company exercised the convertible loan notes by completing a placing of 3,602,411 ordinary shares at a price of £0.125 per ordinary shares.

 

On 14 February 2023, the Company issued 42,857 ordinary shares at a price of £0.175, credited as fully paid, as consideration for legal fees incurred in the AIM listing process.

 

On 14 February 2023, the Company issued 9,971,839 ordinary shares at a price of £0.175, credited as fully paid, as consideration for 100% interest in and to the mineral claims located Ontario known as Big Bear project and the license pertaining to such claims.

 

On 14 February 2023, the Company issued 571,428 ordinary shares at a price of £0.175, credited as fully paid, as repayment of Director's Loans.

 

On 17 August 2023, the Company issued 101,749 ordinary shares at a price of £0.185, credited as fully paid, as consideration for finders' fees.

 

On 20 September 2024, the Company issued 8,568,750 ordinary shares at a price of £0.08, credited as fully paid. The Company incurred share issue costs of £51,213 related to advisory and promotional services for the share issue.

 

On 7 October 2024 the Company issued 1,431,250 shares at a price of £0.08 to Directors of the Company, for a mix of consideration for Director services and cash, credited as fully paid.

 

On 7 October 2024, the Company issued 1,625,000 ordinary shares at a price of £0.08, credited as fully paid.

 

On 24 December 2024, the Company issued 240,000 ordinary shares at at a price of £0.075 to a service provider in lieu of cash payment.

 

22. Share option reserve

 

Group

Share option reserve

£

At 1 January 2024

288,122

Issued in the year

-

At 31 December 2024

288,122

 

Issues of options, rights and warrants

Total £

Warrant £125,000 to Panther Metals Canada Ltd

46,754

Warrant £125,000 to Panther Metals Canada Ltd - Exercisable 150% at Fair value

27,250

New Vendor Warrants 119,649

5,430

New Investor Warrants 1,169,915

76,577

Allenby Capital Warrants 623,240

45,595

Clear Capital IPO Warrants 994,286

72,738

Clear Capital CLN Warrants 263,513

13,778

Total Warrants issued

288,122

 

23. Share based payments

 

On 8 February 2023, 1,169,915 Investor Warrants and 119,649 Vendor Warrants which were originally issued by Fulcrum Metals Limited were agreed to be reissued as warrants in Fulcrum Metals Plc. The stock price at this date was 18.25p. These warrants have a two year exercise window from the Admission Date (14 February 2023) and allow the holder to subscribe for ordinary shares in the Company at an exercise price of £0.175 and £0.2625 respectively.

 

Warrants were issued to Panther Metals Plc (Panther A & Panther B Warrants) as part consideration for the purchase of Big Bear.

 

Panther A warrants were issued with a maximum subscription price of £125,000 and exercise price at the placing price of £0.175. On this basis this calculates a total of 714,286 warrants available. These are exercisable during the period commencing on the date of Admission and ending on the second anniversary of the date of admission.

 

Panther B warrants were also issued with a maximum subscription price of £125,000 but with the exercise price set at 150% of the Placing Pricing £0.2625. Accordingly, this second tranche constitutes a total of 476,190 warrants available, which are exercisable for a longer period up to the third anniversary of the date of Admission.

 

In addition, on 8 February 2023, Allenby Capital and Clear Capital were issued 623,240 and 994,286 warrants respectively, both with an exercise price at the placing price of £0.175. These warrants have a 3 year exercise window from the date of admission

 

On 6 August 2023, Fulcrum Metals plc agreed to grant to Clear Capital a number of warrants over new ordinary shares in the company 263,513 Ordinary Shares (being 15% of £325,000), with a value of

£48,750, exercisable at the warrant holders' option at any time in the 3 years following completion of the placing.

 

Warrant

Exercise Price (£)

Number of Warrants

Expiry Date

Value per Warrant (£)

Fair Value (£)

Investor Warrants

0.175

1,169,915

14/02/2025

0.065

76,577

Vendor Warrants

0.2625

119,649

14/02/2025

0.045

5,430

Panther A - Vendor Warrants

0.175

714,286

14/02/2025

0.065

46,754

Panther B - Vendor Warrants

0.2625

476,190

14/02/2026

0.057

27,250

Clear Capital Warrants

0.175

994,286

14/02/2026

0.073

72,738

Allenby Capital Warrants

0.175

623,240

14/02/2026

0.073

45,595

Clear Capital Warrants

0.175

263,513

06/08/2026

0.052

13,778

Total Warrants

4,361,079

288,122

 

 

Number of Warrants

Weighted average

exercise

price (£)

 

Weighted average

remaining life

Brought forward 1 January 2023

1,289,564

0.2062

1 year

Granted

4,361,079

-

-

Cancelled

(1,289,564)

-

-

Brought forward 1 January 2024

4,361,079

0.1876

1.70 years

Granted

-

-

-

Cancelled

-

-

-

Carried Forward 31 December 2024

4,361,079   

0.1876

0.70 years

 

The Warrants were independently valued at grant date, and subsequently audited. The Warrant values have been estimated using a Binomial option model. This is an appropriate model as the Warrants are exercisable at any point within the prescribed 2-3 year period (i.e. not on a single specific date) and are not subject to market conditions. The inputs to the model included an expected volatility of 65% and a 0% dividend yield. The risk-free interest rate was 3.67% for all warrants except for Clear Capital warrants granted on the 6th of August 2023, which incurred a 4.89% risk free interest rate.

 

24. Financial instruments

Group

Financial assets per Statement of Financial Position

 

31 December 2024

31 December 2023

 

Amortised cost

£

 

FVTPL

£

 

Total

£

Amortised

cost

£

 

FVTPL

£

 

 

Total

£

Other receivables

2,286

-

2,286

2,286

-

2,286

Cash at bank and in hand

340,515

-

340,515

620,924

-

620,924

342,801

-

342,801

623,210

-

623,210

 

Financial liabilities per Statement of Financial Position

31 December 2024

31 December 2023

 

Amortised cost

£

 

FVTPL

£

 

Total

£

Amortised

cost

£

 

FVTPL

£

 

 

Total

£

Trade payables

72,661

-

72,661

48,237

-

48,237

Deferred consideration

252,467

-

252,467

213,271

-

213,271

Convertible Loan Notes

605,495

-

605,495

-

-

-

Accruals

61,794

-

61,794

44,339

-

44,339

992,417

-

992,417

305,847

-

305,847

 

Company

Financial assets per Statement of Financial Position

 

31 December 2024

31 December 2023

Amortised cost

£

FVTPL

£

Total

£

Amortised

cost

 £

FVTPL

£

 

Total

£

Amounts owed by group

undertakings

4,202,595

-

4,202,595

4,111,933

-

4,111,933

Other receivables

2,286

-

2,286

2,286

-

2,286

Cash at bank and in hand

332,063

-

332,063

81,733

-

81,733

4,536,944

-

4,536,944

4,195,952

-

4,195,952

 

Financial liabilities per Statement of Financial Position

 

31 December 2024

31 December 2023

 

Amortised cost

£

 

FVTPL

£

 

Total

£

Amortised

cost

£

 

FVTPL

£

 

 

Total

£

Trade payables

54,123

-

54,123

14,604

-

14,604

Convertible Loan Notes

605,495

-

605,495

519,380

-

519,380

Accruals

48,751

-

48,751

30,000

-

 30,000

708,369

-

708,369

563,984

-

563,984

 

25. Financial risk management

 

The Group's operations expose it to a variety of financial risks: market risk (including the effects of changes in foreign currency exchange rates, interest rates and commodity prices), credit risk and liquidity risk. The Board approves the use of financial products to manage the Group's exposure to fluctuations in foreign currency exchange rates and interest rates.

 

(a) Market risk

Foreign exchange risk

It is Group policy to ensure that foreign currency risk is managed wherever possible by matching foreign currency income and expenditure.

 

Interest rate risk

The Group's interest rate risk arises from cash deposits and interest-bearing liabilities. Given the level of average cash balances held by the Group during the year, a 10 per cent increase or decrease in average interest rates would have had an immaterial effect on the loss for the year.

 

(b) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group's principal credit risk arises on cash and cash equivalents, including deposits with banks. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated BBB+ to AA- by Fitch Ratings.

 

The carrying amount of financial assets represents the maximum credit exposure. An assessment of whether an asset is impaired is made at least at each reporting date.

 

(c) Liquidity risk

The Board regularly reviews rolling cash flow forecasts for the Group. Work programme obligations related to the Group's licences will be financed by the raising of new capital. Based on current forecasts, the Group plans to raise further capital to meet its future obligations post year end.

 

There is no difference between the carrying value and the contractually undiscounted cash flows for financial liabilities. At 31 December 2024, all trade and other payables were due within one year, with the exception of Convertible Loan Notes.

 

Fair value of non-derivative financial assets and financial liabilities

The Group's financial instruments comprise cash, trade receivables and trade payables and therefore, management believes that the carrying values of those financial instruments approximate fair value.

 

The Group has categorised financial instruments as being Level 2, that is, valued using inputs other than quoted prices, that are observable either directly or indirectly.

 

Capital management

The Group defines capital as equity. The Group's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for the shareholders and to maintain an optimal capital structure to reduce the cost of capital.

 

26. Events after the end of the reporting date

 

On 9 April 2025 the Company announced that had signed a binding letter of intent with TSX Venture Exchange listed Loyalist Exploration Limited for the sale of the Company's 100% interest in the Tully Gold in Timmins, Ontario. The Company will receive CAD$500,000 on completion and 19.9% of the issued share capital of Loyalist Exploration Limited. A 2% net smelter royalty is to be granted to Fulcrum over the Project with a CAD$1,000,000 buy back for 1%. The deal also includes the potential future milestone payments to Fulcrum of CAD$100,000 in cash and 30,000,000 shares in Loyalist at a price of CAD$0.01 per share or cash in lieu.

 

On 22 May 2025 the Company announced that it had signed a Master Licence Agreement with Extrakt Process Solutions LLC ("Extrakt") for the exclusive licencing of Extrakt's technology on legacy gold mine waste (tailings) to develop the Company's tailings projects in Kirkland Lake and across the mining regions of Timmins and Kirkland Lake, Ontario, Canada. The technology can be applied to develop both of Fulcrum's Teck Hughes and Sylvanite projects in Kirkland Lake towards production. Extrakt's non-cyanide technology testing program at Fulcrum's Teck Hughes project has delivered non-optimised significantly increased gold recovery rates of up to 59.4% and substantially reduced leaching times by 60%, with further optimisation upside potential. The tailings are above surface and suitable and ready for reprocessing. The exclusivity Agreement runs for an initial period of 4 years, and can be extended for up to a total of 12 years by mutual agreement.

 

On 27 May 2025 the Company announced that certain members of the Board have subscribed for a total of £140,000 of new Ordinary Shares. The Director Subscription will result in the issue and allotment of a total of 2,800,000 new Ordinary Shares at the Issue Price of 5 pence. The funds will be utilised by the Company through continued development of the Company's Tailings projects, to support the development of the master licence agreement entered into with Extrakt Process Solutions, and to provide additional working capital.

 

The Directors are not aware of any events or circumstances arising which had not been dealt with in this Report which may have a significant impact on the Company.

 

27. Related party transactions

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The Group has therefore elected not to disclose transactions between the company and its subsidiaries, as permitted by IAS 24.

 

On 11 March 2024 Panther Metals plc sold a total of 2,346,717 ordinary shares of 1 p each in the Company at an average price of 15.2 pence per Ordinary share. Following the disposal Panther entered into a new hard lock -in agreement for the period to 15 May 2025 in respect on the remaining 7,625,122 ordinary shares held by Panther and the orderly market provision for a year thereafter through to 15 May 2026.

 

On 27 May 2025 the certain members of the Board subscribed for a total of £140,000 of new Ordinary Shares totalling 2,800,000 new Ordinary Shares at the Issue Price of 5 pence .

 

Director

Current number of Ordinary Shares held

Director Subscription

Director Subscription shares

Number of Ordinary Shares following the Fundraise

% of enlarged share capital following the Fundraise

 

Ryan Mee (Chief Executive Officer)*

 

7,673,910

£115,000

2,300,000

9,973,910

15.43%

John Hamilton (Chief Financial Officer)

 

156,353

£12,500

250,000

406,353

0.63%

Alan Mooney (Non-Executive Director)

 

81,520

£12,500

250,000

331,250

0.51%

 

 

Directors' remuneration details are contained within Note 28. During the year ended 31 December 2024 the following fees were paid to Directors' service companies:

 

Year ended

31 December

2024

Year ended

31 December

2023

Company Name

Director

£

£

CoMo Investment Solutions

Mitchell Smith

20,970

21,319

 

28. Key management personnel

 

Key management includes the directors of the company, all members of the company management and the company secretary. The compensation paid or payable to key management for employee services is shown below:

 

2024

£

2023

£

Ryan Mee

64,093

59,582

Aidan O'Hara

29,622

27,902

John Hamilton

16,926

26,690

Clive Garston (resigned 03 June 2024)

25,833

36,666

Mitchell Smith *

-

-

Alan Mooney

31,871

19,878

Salaries and other short-term employee benefits

168,344

170,718

Number of key management

5

6

The compensation above relates wholly to the salaries of the Directors.

 

 

Directors hold an interest in the Company's ordinary shares, convertible loan notes and share warrants.

 

*Mitchell Smith is not paid through a salary, but is paid via consultancy fees, see note 27.

 

Director fee conversion

 

On 7 October 2024 the Company granted shares to current Directors in lieu of cash consideration for services rendered. These options were issued at a price of 8 pence per share, with the following allocations:

 

Number of shares

Fee conversion

Ryan Mee

149,125

£11,929

John Hamilton

44,253

£3,540

Aidan O'Hara

34,241

£2,739

Alan Mooney

81,519

£6,521

Total Director fee conversion

£24,729

 

29. Analysis of amounts recognised in other comprehensive income

 

Financial assets at FVOCI reserve

*Foreign exchange reserve

 

 

£

£

Year to 31 December 2024

Items that are or may be reclassified subsequently to profit or loss:

Fair Value Movement in investments

(62,349)

(255,796)

(62,349)

(255,796)

*Exchange difference arising on translation of foreign subsidiary operations

Foreign exchange reserve

£

Year to 31 December 2023

Exchange differences arising on translation of foreign subsidiary operations

(7,514)

(7,514)

 

 

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