Company Announcements

 

TECTONIC GOLD PLC

(“Tectonic Gold” or the “Company”)

 
Interim Financial Report for the six months ended 31 December 2023

 

MANAGING DIRECTOR’S STATEMENT

Dear Shareholder,

During the half year to December 2023, the Company worked closely with interested parties to secure a farm-out agreement on the Specimen Hill project tenements and the team also spent significant time on research and in-country evaluation of opportunities in the Ashanti goldfields in Ghana.

We completed a farm-out agreement, as previously announced, with ASX listed White Energy Pty Ltd. White Energy is the development vehicle of a very successful resources investment and development team in Australia. They have taken over the Specimen Hill project area with a focus on the copper mineralisation rediscovered by Tectonic over the last 5 years. White Energy is investing in the transition to renewables and the looming shortage of copper to enable the move to a lower carbon economy with electric vehicles.

The terms of the farm-out agreement provide for a staged acquisition of the project by White Energy, a $2 million payment to Tectonic and Tectonic holding a 3% royalty on any future mineral sales from the project area.

Our investment alongside London listed Kazera Global Investments Plc (“Kazera”) (LSE:KZG) in the Heavy Mineral Sands and Diamond projects in South Africa waiting on approval from the South African National Nuclear Regulator ("NNR") for final permitting. Kazera has advised that the decision is expected by the end of April 2024 with operations to commence immediately thereafter.

Independent studies conducted for Kazera valued this project at £150 million. Tectonic holds a non-diluting 10% interest in the project and a further 30% economic interest via a sale and loan agreement with a Black Economic Empowerment (BEE) consortium to bring them in as partners on the project.  

Tectonic is in ongoing discussions with gold mining project owners in Ghana. We have identified an attractive acquisition target and approached the parties controlling the mine to buy it. We have also identified potential investors in Ghana who have an appetite to fund the acquisition in a UK listed company and provide working capital to bring the mine into profitable production.

The team continues to evaluate other opportunities that are being presented and securing a suitable transaction for the Company will be the focus for the remainder of the year.

We received approval from the Australian Federal Government earlier this month for Signature Gold’s 2023 project work to be included in the Research and Development funding program and we are working with our accountants to complete the submission for our cash refund. Initial estimates are that it will be circa A$150,000.

RESULTS AND COMPARITIVE INFORMATION

The Group incurred a loss after tax for the reporting period of £105,569 (31 Dec 2022: £105,569 (loss).

 

For and on behalf of the Board.

 

 

Brett Boynton, CFA

Managing Director  

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 31 DECEMBER 2023

 

 

                       6 MONTHS TO 6 MONTHS TO           12 MONTHS TO 30 JUNE
                       31 DEC 2023 31 DEC 2022 UNAUDITED 23 AUDITED
                       UNAUDITED

                       £           £                     £

Revenue                84,104      -                     -

Expenses:

Accounting and audit   (45,400)    (18,710)              (79,209)
fees

Administration and     (2,169)     (3,216)               (4,994)
office costs

Corporate costs        (28,341)    (29,493)              (63,281)

Amortisation and                   (694)                 (2,599)
depreciation

Employee benefits,
management fees and                (40,000)              (80,000)
on costs

Exploration and        (606)       (9,909)               (20,829)
tenement costs

Insurance              (9,278)     (7,829)               (15,660)

Share based payments               -                     -

Net foreign exchange   49,668      (19,492)              (180,079)
gain/(loss)

Fair value gain on
disposal of
financial assets at    -           26,450                -
fair value through
profit and loss

Net gain/(loss) on     -           -                     26,450
sale of investment

Other expenses         (1,325)     (2,676)               (104,115)

Income/Loss before     46,660      (105,569)             (524,316)
income tax

Income tax benefit     -           -

Income/Loss for the
reporting period       46,660      (105,569)             (524,316)
from continuing
operations

Other comprehensive
income:

Items that may be
subsequently
reclassified to
profit and loss:

Exchange differences
on translation of      25,249      (11,083)              (105,161)
foreign subsidiaries

Total comprehensive
income/loss for the    71,909      (116,652)             (629,477)
reporting period

Earnings per share
attributable to
owners of the
company

Basic and diluted
(pence per share)

From continuing      4 0.00        (0.01)                (0.02)
operations

The accompanying notes form part of these financial statements.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

 

                                       31 DEC 2023  31 DEC 2022  30-JUN-23

                                       GROUP        GROUP        GROUP
                                       UNAUDITED    UNAUDITED    AUDITED

                                  NOTE £            £            £

 ASSETS

 NON-CURRENT ASSETS

 Plant and equipment                   -            2,101        -

 Exploration and evaluation            3,291,075    3,553,618    3,219,562
 expenditure

 Financial assets at fair value        3            3            3
 through profit and loss

 TOTAL NON-CURRENT ASSETS              3,291,078    3,555,722    3,219,565

 CURRENT ASSETS

 Cash and cash equivalents             106,958      196,757      123,604

 Trade and other receivables           8,900        12,317       2,062

 Other assets                     5    361,993      380,954      352,404

 TOTAL CURRENT ASSETS                  477,851      590,028      487,070

 TOTAL ASSETS                          3,768,930    4,145,750    3,697,635

 EQUITY

 Share capital                         6,126,579    6,126,579    6,126,579

 Share premium account                 61,323,350   61,323,350   61,323,350

 RTO Reserve                           (57,976,182) (57,976,182) (57,976,182)

 Warrant Reserves                      588,554      588,554      588,554

 Foreign exchange translation          (300,822)    (63,412)     (157,490)
 reserves

 Accumulated losses                    (6,528,561)  (6,325,048)  (6,743,4795)

 TOTAL EQUITY                          3,232,918    3,673,841    3,161,016

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables                -         16,172    15,094

Borrowings                              150,101   150,747   149,810

TOTAL NON-CURRENT LIABILITIES           150,101   166,919   164,904

CURRENT LIABILITIES

Trade and other payables                385,911   304,990   371,715

TOTAL CURRENT LIABILITIES               385,911   304,990   371,715

TOTAL LIABILITIES                       536,012   471,909   536,619

TOTAL EQUITY AND LIABILITIES            3,768,930 4,145,750 3,697,635

 

The accompanying notes form part of these financial statements.

These financial statements were approved by the Board of Directors on 31 March 2024.

Signed on behalf of the Board by:

 

 

 

 

Brett Boynton

Managing Director                                                                                                                            Company number: 05173250

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 31 DECEMBER 2023

 

 

GROUP -                                                  FOREIGN
UNAUDITED     ISSUED    SHARE       WARRANT RTO          CURRENCY  ACCUMULATED
              CAPITAL   PREMIUM     RESERVE RESERVE      RESERVE   LOSSES       TOTAL
31 DEC 2023

              £         £           £       £            £         £            £

Balance at 1  6,126,579 61,323,350   588,554 (57,976,182) (157,490) (6,743,795) 3,161,016
July 2023

Total
comprehensive                                                     46,652        46,652
income for
the period

Transactions
with owners,
recorded
directly in
equity:

Shares Issued -         -          -       -            -         -             -

Share issue   -         -          -       -            -         -             -
costs

Foreign
Currency      -         -          -       -            25,249    -             25,249
Translation
Reserve

Balance as at
31 December   6,126,579 61,323,350 588,554 (57,976,182) (132,241) (6,697,143)   3,232,917
2023

 

GROUP -                                                 FOREIGN
UNAUDITED     ISSUED    SHARE      WARRANT RTO          CURRENCY ACCUMULATED
              CAPITAL   PREMIUM    RESERVE RESERVE      RESERVE  LOSSES      TOTAL
31 DEC 2022

              £         £          £       £            £        £           £

Balance at 1  6,126,579 61,323,350 588,554 (57,976,182) (52,329) (6,219,479) 3,790,493
July 2022

Total
comprehensive                                                    (105,569)   (105,569)
loss for the
period

Transactions
with owners,
recorded
directly in
equity:

Issue of      -         -          -       -            -        -           -
shares

Share issue   -         -          -       -            -        -           -
costs

Foreign
Currency      -         -          -       -            (11,083) -           (11,083)
Translation
Reserve

Balance as at
31 December   6,126,579 61,323,350 588,554 (57,976,182) (63,412) (6,325,048) 3,673,841
2022

 
 

GROUP -                                                 FOREIGN
AUDITED       ISSUED    SHARE      WARRANT RTO          CURRENCY  ACCUMULATED
              CAPITAL   PREMIUM    RESERVE RESERVE      RESERVE   LOSSES      TOTAL
30 JUNE 2023

              £         £          £       £            £         £           £

Balance at 1  6,126,579  61,323,350 588,554 (57,976,182) (52,329)  (6,219,479) 3,790,473
July 2022

Total
comprehensive                                                     (524,316)   (524,316)
income for
the period

Transactions
with owners,
recorded
directly in
equity:

Issue of      -         -          -       -            -         -           -
shares

Share issue   -         -          -       -            -         -           -
costs

Foreign
Currency      -         -          -       -            (105,161) -           (105,161)
Translation
Reserve

Balance at 30 6,126,579 61,323,350 588,554 (57,976,182) (157,490) (6,743,795) 3,161,016
June 2023

 

  The accompanying notes form part of these financial statements

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 31 DECEMBER 2023

 

                                            6 MONTHS TO 6 MONTHS TO 12 MONTHS TO
                                            31 DEC 2023 31 DEC 2022 30 JUNE 2023
                                            UNAUDITED   UNAUDITED   AUDITED

                                            £           £           £

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts in the course of operations   84,104      -           -

Cash payments in the course of operations   (8,673)     (95,057)    (171,131)

Net cash used in operating activities       (75,431)    (95,057)    (171,131)

CASH FLOWS USED IN INVESTING ACTIVITIES

Payments for exploration and evaluation     (59,696)    (194,117)   (191,428)
expenditure

Payment for shares acquired in Kazera       -           -           -
Global Plc

Proceeds from sale of financial asset at    -           -           -
fair value through profit and loss

Payments for property, plant and            -           -           -
equipment

Proceeds from sale of shares in Kazera      -           101,450     101,450

Research and Development Tax Incentive      -           -           -
Claim

Net cash used in investing activities       (59,696)    (92,667)    89,978

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares               -           -           -

Repayment of borrowings                     -           (20,000)    (20,000)

Net cash provided by financing activities   -           (20,000)    (20,000)

Net (decrease)/increase in cash held and    (21,717))   (143,873) (281,109)
cash equivalents

Cash and cash equivalents at the            123,603     541,835   403,328
beginning of the period

Effects of exchange rate changes on cash    4,297       (1,509)   1,385
and cash equivalents

Cash and cash equivalents at the end of     106,183     196,757   123,604
the period

 

    The accompanying notes form part of these financial statements.

 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2023

1.    GENERAL INFORMATION

Tectonic Gold Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The consolidated entity (the “Group”) consists of Tectonic Gold Plc (Tectonic and or the “Company”) and the entities it controlled at the end of, or during, the six months ended 31 December 2023. The principal activity of the Group during the financial period was mineral exploration.

  1. BASIS OF PREPARATION

These condensed interim consolidated financial statements (“the interim financial statements”) of the Group are for the six months ended 31 December 2023 and are presented in Sterling which is the Company’s presentational currency. These interim financial statements have not been reviewed or audited.

The interim financial statements have been prepared in accordance with the recognition and measurement principles of IFRS as adopted by the European Union (EU) and on the same basis and using the same accounting policies as applied in the Company’s 2023 Annual Report and statutory accounts for the year ended 30 June 2023.

The statutory accounts for the year ended 30 June 2023 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial statements have been prepared on a going concern basis under the historical cost convention. The Directors believe that the going concern basis is appropriate for the preparation of these interim financial statements as the Company is in a position to meet all its liabilities as they fall due.

The interim financial statements for the six months ended 31 December 2023 were approved by the Board on 31 March 2024.

  1. DIVIDEND

The Board is not recommending the payment of an interim dividend for the period ended 31 December 2023.

  1. LOSS PER SHARE

The basic earnings per share is based on the profit/(loss) for the year divided by the weighted average number of shares in issue during the reporting period. The weighted average number of ordinary shares for the reporting period assumes that all shares have been included in the computation based on the weighted average number of days since issue.

                     6 MONTHS TO 6 MONTHS TO           12 MONTHS TO
                     31 DEC 2022 31 DEC 2022 UNAUDITED 30 JUNE 2023 AUDITED
                     UNAUDITED

                     £           £                     £

Profit/(Loss) for
the period
attributable to      71,909      (105,569)             (524,316)
owners of the
Company

Weighted average
number of ordinary   957,188,591 957,188,591           957,188,591
shares in issue for
basic earnings*

Weighted average
number of ordinary
shares in issue for  957,188,591 957,188,591           957,188,591
fully diluted
earnings*

(Loss)/gain per
share (pence per
share)

Basic                0.00        0.00                  (0.06)

Diluted              0.00        0.00                  (0.06)

 

 

  1. OTHER ASSETS

                   31 DEC 2022 31 DEC 2022 UNAUDITED 30 JUNE 2023 AUDITED
                   UNAUDITED

                   £           £                     £

Prepayments(i)     353,536     351,780               328,329

Other prepayments  2,285       25,518                18,037

Security deposits  6,171       3,656                 6,038

                   380,954     380,954               352,404

 

 

(I)   In 2018 the Company paid Titeline Drilling Pty Ltd ACN 096 640 201 (Titeline) for future drilling services in accordance with the heads of agreement dated 28 March 2018 between Titeline, Signature Gold and Tectonic Gold. Titeline has been engaged to complete 10,000 meters of diamond drilling to produce core samples for analysis, assay and metallogenic studies from the Company’s Biloela Project site. A review to be completed after 2,500 metres of drilling has been completed. However, as at the date of this report the completion program required to be mutually agreed prior to the credit being applicable to the remaining 7,500 metres has not been produced and until such time as this program has been produced, this credit may not be utilised. As at 30 June 2023, the balance of the prepayment to Titeline is £354,656 (A$625,386).

 

As at 31 December 2023, the balance of the prepayment to Titeline is £353,536 (A$625,386), (2021:£351,780 /A$625,386) remains prepaid to Titeline.

 

 

  1. EVENTS AFTER THE REPORTING PERIOD

Other than as stated elsewhere in this report, Directors are not aware of any other matters or circumstances at the date of this report that have significantly affected or may significantly affect the operations, the results of the operations or the state of affairs of the Company in subsequent financial years.

 

  1. DISTRIBUTION

Copies of these interim financial statements is available on the Company's website ( www.tectonicgold.com ) or directly from the Company at its registered address.